ICF International, Inc.
Annual Report 2009

2009 Annual Report

Message from the Chairman and Chief Executive Officer

As we mark the conclusion of the first decade of the 21st century, we are also looking ahead to the qualities that
we believe will be the hallmarks of successful professional services firms in the decades to follow. To thrive in
an increasingly dynamic and challenging environment, governmental and commercial organizations will need
expert help to both secure their assets and sustain their health and vitality. The successful professional services
firms of the future will be those that best help their clients to meet these needs, which is why ICF International is
positioning itself to deliver the right services in the right way to help our clients secure and sustain their future
success.

Delivering the Right Services

In 2009, we served three primary markets that aligned with our deep domain expertise, problem-solving
capabilities, and results-driven approach to delivering strategic value across the entire life cycle of client programs.

Energy, environment, and infrastructure are among the signature topics of the current century, and ICF’s
understanding of these issues and our related service offerings span 40 years. In 2009, we broadened our impact
in this market by providing energy efficiency program management, environmental policy and planning, natural
resource management, power market assessment, and transportation planning services across all government and
commercial, and U.S. domestic and international, landscapes. As environmental awareness increases worldwide,
efforts to regulate and manage emissions are gaining ground in many areas. Additionally, funding for renewable
energy sources, alternative fuels, energy efficiency, and upgrading aging infrastructure will enable us to help
these crucial programs reach their objectives.

We continued to provide comprehensive and innovative support for health, education, and social programs in 2009,
including research and evaluation, health policy and economics, health informatics, housing and education program
implementation, and program information clearinghouse management services. Our leadership in these disciplines
was enhanced with the April 2009 acquisition of Macro International—our largest acquisition to date with more
than 700 employees who are recognized for their premier research, evaluation, and survey expertise in this market.

The U.S. emphasis on homeland security and defense stayed constant throughout 2009, with an acknowledged
need for greater preparedness and urgency for interdisciplinary solutions. We responded with forward-thinking
homeland security program development, emergency management, critical infrastructure protection, logistics
program support, and modeling and simulation services. In December, we welcomed 160 new employees through
our acquisition of Jacob & Sundstrom, an information technology firm specializing in cybersecurity and identity
management services for U.S. federal civilian and defense agencies. As a result of this combination, ICF will be
able to offer an expanded range of advisory and implementation solutions for our federal agency and commercial
energy clients, who are committed to mitigating emerging cybersecurity threats and vulnerabilities.

Delivering Services the Right Way

In 2009, we continued to achieve significant revenue growth and reported solid profitability. Our core business
revenues increased 42 percent to $614.0 million. Our organic core revenue growth, which excludes acquisitions, was
14.7 percent. This reflected strong demand for both our advisory and implementation services from federal government
clients and expansion of our commercial business that was driven primarily by energy efficiency programs.

EBITDA (earnings before interest, taxes, depreciation, and amortization), adjusted to exclude acquisition-related
costs, was $61.0 million, or 9 percent of revenue. Net income was $22.4 million, or $1.40 per diluted share.

We entered 2010 with a solid backlog of $1.4 billion and a strong pipeline of opportunities. Additionally, at the
end of 2009, we completed a follow-on public offering of 3,565,000 shares of common stock. The total net
proceeds of approximately $83.3 million were used to pay down debt. We intend to use our available debt
capacity to fund our future growth, which includes possible acquisitions.

In 2009, we recruited new talent to support our growth and enriched our workforce by some 850 people. We also
are pleased to note that our employee turnover rate still ranks among the lowest in the industry. Our employees
are our most important credential and we are proud that we offer careers at ICF, not just jobs.

Being a Responsible Corporate Citizen

At ICF, we focus on achieving commercial success in ways that honor our core ethical values and respect people,
communities, and the environment. To us, sustainability encompasses both environmental and community
stewardship.

During 2009, we continued to invest in making ICF a more sustainable business and furthered our efforts to
maintain carbon neutrality. We named a director of sustainability and expanded an aggressive commuter benefits
program. Our internal Green Team and Do Your Part! Web-based tool enabled our employees to pursue both
corporate and personal sustainability goals through green education events and company-wide environmental
campaigns, including a green audit of company procurement policies.

We are also particularly proud of 2009 activities that demonstrated our commitment to the global community,
from supporting disaster relief efforts around the world to volunteering for charities around the corner. As a
company and as individual employees, we contributed to programs and events that fight disease, promote good
health, provide food and shelter, serve the underprivileged, and protect the environment.

Securing and Sustaining Future Success

Across the globe, momentum is building for action and reform in numerous areas, many of which match our
spheres of expertise and core markets. To realize sustainable growth, we will leverage our advisory experience
and program knowledge to offer enhanced implementation services, enabling us to pursue larger contracts. We
will expand client engagements to include evaluation and improvement services, making the most of an
organization’s need to maintain transparency and confirm the value of its practices.

We will apply our best-in-class operational, financial, and technological systems and processes, building scale by
enlarging and deepening our presence in all government agencies that can benefit from services consistent with
our expertise. We will leverage our growing commercial client base to do more work for existing clients and
broaden our reach. In addition, we will expand geographically to serve both government and industry clients in
major developed and developing countries and pursue strategic acquisitions that will strengthen our performance
in the marketplace.

The fundamentals that have shaped our reputation and credibility over the past four decades remain strong.
Tremendous growth potential exists and all aspects of our business are concentrated on optimizing these
opportunities. We are in an excellent position to contribute significantly, both now and in the years ahead, to
securing and sustaining the quality of life.

Sudhakar Kesavan

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(Mark One)
È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009

Commission File Number: 001-33045

ICF INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

9300 Lee Highway
Fairfax, VA
(Address of principal executive offices)

22-3661438
(IRS Employer
Identification Number)

22031
(Zip Code)

Registrant’s telephone number, including area code:
(703) 934-3000
Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Common Stock, $0.001 par value

Name of Exchange on which Registered

The NASDAQ Stock Market LLC

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes ‘ No È

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes ‘ No È

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every

Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes ‘ No ‘

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and

will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. ‘

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a
smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ‘ Accelerated filer È Non-accelerated filer ‘ Smaller reporting company ‘

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act). Yes ‘ No È

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of the last

business day of the Registrant’s most recently completed second fiscal quarter was approximately $323 million based upon the
closing price per share of $27.59, as quoted on the NASDAQ Global Select Market on June 30, 2009. Shares of the outstanding
common stock held by each executive officer and director have been excluded in that such persons may be deemed to be affiliates.
This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of March 1, 2010, 19,285,632 shares of the Registrant’s common stock, $0.001 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference from the definitive proxy statement for the Annual Meeting of Stockholders

expected to be held in June 2010.

TABLE OF CONTENTS

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PART I
ITEM 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 2.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 3.
Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 4.

PART II
ITEM 5. Market Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 6.
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . .
ITEM 7A. Quantitative and Qualitative Disclosures about market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 8.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . .
ITEM 9.
ITEM 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 10. Directors, Executive Officers, and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders

Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 14.

PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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FORWARD-LOOKING STATEMENTS

Some of the statements in this Annual Report on Form 10-K constitute forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown
risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or
achievements to be materially different from any future results, levels of activity, performance, or achievements
expressed or implied by such forward-looking statements. In some cases, you can identify these statements by
forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “should,” “will,” “would,” or similar words. You should read statements that contain these words
carefully because they discuss our future expectations, contain projections of our future results of operations or
of our financial position, or state other forward-looking information. The factors described in Item 1A of Part I of
this Annual Report on Form 10-K captioned “Risk Factors,” or otherwise described in our filings with the
Securities and Exchange Commission (“SEC”), as well as any cautionary language in this Annual Report on
Form 10-K, provide examples of risks, uncertainties, and events that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements, including but not limited to:

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changes in the economic and political climate that may affect spending patterns and priorities of our
clients;

failure by Congress or other governmental bodies to approve budgets in a timely fashion;

our dependence on contracts with federal, state, and local government agencies and departments for the
majority of our revenue;

results of government audits and investigations;

effects of the economic downturn on the air transportation and/or energy sectors;

liabilities arising from our major contract with the State of Louisiana, completed in 2009;

failure to receive the full amount of our backlog;

loss of members of management or other key employees;

difficulties implementing our acquisition strategy; and

difficulties expanding our service offerings and client base.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot

guarantee future results, levels of activity, performance, or achievements. You should not place undue reliance
on these forward-looking statements, which apply only as of the date of this Annual Report on Form 10-K. We
undertake no obligation to update these forward-looking statements, even if our situation changes in the future.

The terms “we,” “our,” “us,” and “the Company,” as used throughout this Annual Report on Form 10-K,
refer to ICF International, Inc. and its consolidated subsidiaries, unless otherwise indicated. The term “federal
government” refers to the U.S. government, unless otherwise indicated.

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ITEM 1.

BUSINESS

COMPANY OVERVIEW

PART I

We provide management, technology, and policy consulting and implementation services to government,

commercial, and international clients. We help our clients conceive, develop, implement, and improve solutions
that address complex natural resource, social, and national security issues. Our services primarily address three
key markets:

• Energy, Environment, and Infrastructure (natural resources);

• Health, Human Services, and Social Programs (social resources); and

• Homeland Security and Defense (national security).

We provide services across these three markets that deliver value throughout the entire life of a policy,
program, project, or initiative, from concept analysis and design through implementation and improvement. Our
primary services include:

• Advisory Services. We provide policy, regulatory, technology, and other advice to our clients to help

them address and respond to the challenges they face. Our advisory services include needs and market
assessments, policy analysis, strategy and concept development, organizational assessment and
strategy, enterprise architecture, and program design.

•

Implementation Services. We implement and manage technological, organizational, and management
solutions for our clients, including information technology solutions, project and program management,
project delivery, strategic communications, and training. These services often relate to the advisory
services we provide.

• Evaluation and Improvement Services. We provide evaluation and improvement services that help our
clients increase the effectiveness and transparency of their programs. Our evaluation and improvement
services include program evaluations, continuous improvement initiatives, performance management,
benchmarking, and return-on-investment analyses.

We serve federal, state, local, and foreign government clients, as well as major domestic and international

corporations and multilateral institutions. Our clients utilize our advisory services because we offer a
combination of deep subject-matter expertise and in-depth institutional experience in our market areas. We
believe that our domain expertise and the program knowledge developed from our advisory engagements further
position us to provide implementation and evaluation services.

As of December 31, 2009, we had more than 3,500 employees, including many recognized thought leaders
in their respective fields. We serve clients globally from our headquarters in the metropolitan Washington, D.C.
area, our more than 50 regional offices throughout the United States, and our international offices in London,
Moscow, New Delhi, Rio de Janeiro, Toronto, and Beijing.

We generated revenue of $674.4 million and $697.4 million in 2009 and 2008, respectively. Our total
backlog was approximately $1,361.5 million and $817.3 million as of December 31, 2009, and December 31,
2008, respectively. See “—Contract Backlog” for a discussion of how we calculate backlog, as well as our
financial statements and the related notes included elsewhere in this Annual Report on Form 10-K.

OUR COMPANY INFORMATION

Our principal operating subsidiary was founded in 1969. ICF International, Inc. was formed as a Delaware
limited liability company in 1999 under the name ICF Consulting Group Holdings, LLC in connection with the

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purchase of our business from a larger services organization. A number of our current senior managers
participated in this buyout transaction along with private equity investors. We converted to a Delaware
corporation in 2003 and changed our name to ICF International, Inc. in 2006.

We completed our initial public offering (“IPO”) in October 2006 and filed a shelf registration statement on

Form S-3 in September 2009, pursuant to which we sold additional shares of our common stock to the public in
December 2009. Since our IPO, we have completed a number of acquisitions: Energy and Environmental
Analysis, Inc. (“EEA”) and Advanced Performance Consulting Group, Inc. (“APCG”) in January 2007; Z-Tech
Corporation (“Z-Tech”) in June 2007; Simat, Helliesen & Eichner, Inc. (“SH&E”) in December 2007; Jones &
Stokes Associates, Inc. (“Jones & Stokes”) in February 2008; Macro International Inc. (“Macro”) in March 2009;
and Jacob & Sundstrom, Inc. (“Jacob & Sundstrom”) in December 2009. Our acquisitions are discussed further
in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions.”

Our principal executive office is located at 9300 Lee Highway, Fairfax, Virginia 22031, and our telephone

number is (703) 934-3000.

We maintain an internet Web site at www.icfi.com. We make available our Annual Reports on Form 10-K,

Quarterly Reports on Form 10-Q, current reports on Form 8-K, and amendments to such reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and other
information related to us, free of charge, on this site as soon as reasonably practicable after we electronically file
those documents with, or otherwise furnish them to, the SEC. Our internet Web site and the information
contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K.

MARKET OPPORTUNITY, SERVICES, AND SOLUTIONS

Complex, long-term market factors, as well as secular trends, are changing the way we live and the way

government and industry operate and interact. Some of the most critical factors are centered firmly in our three
major market areas. In the energy, environment, and infrastructure market, these factors include rising energy
demand and increasing focus on alternative fuels, dependence on fossil fuels, global climate change, an aging
infrastructure, and environmental degradation. In the health, human services, and social programs market, these
factors include the increasing level of healthcare expenditures relative to the economy, aging populations, the
perceived declining performance of the U.S. educational system compared to other countries, and the need for
job creation and regulatory oversight resulting from the recession. The continuing threat of terrorism and
changing homeland and national security priorities are impacting the homeland security and defense markets. In
addition to these market-based factors, secular trends across all of our markets are increasing the demand for
advisory and implementation services that drive our business, including the increased role of government and the
related issue of increased regulation, the aging federal workforce, the emphasis on transparency and
accountability, and an increased demand for combining domain knowledge of client mission and programs with
information-technology solutions.

We believe that demand for our services will continue to grow as government, industry, and other

stakeholders seek to understand and respond to these and other factors within the constraints of growing deficits,
which drives the need for government agencies at all levels to deliver more with fewer resources. We expect that
our government clients will continue to utilize professional services firms with domain expertise in their program
areas to assist with designing new programs, enhancing existing ones, and offering transformational solutions
based on relevant evaluation and improvement experience. In addition, commercial organizations affected by
these programs will need to understand such changes, as well as their implications, in order for them to plan
appropriately. We believe that our institutional knowledge and our deep subject-matter expertise in our three key
markets are distinct competitive advantages in providing our clients with practical, innovative solutions, directly
applicable to their mission or business, with a faster deployment of the right resources. Moreover, we believe we
will be able to leverage the domain expertise and program knowledge we have developed through our advisory
assignments and our experience on implementation projects to win larger engagements, thereby increasing
returns on business development investment and enhancing employee utilization.

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Energy, Environment, and Infrastructure

We have long been involved in advising on energy and environmental issues, including the impact of human
activity on natural resources, and in helping develop solutions for infrastructure-related challenges. In addition to
addressing government policy and regulation in these areas, our work focuses on industries that are affected by
these policies and regulations, including utilities and transportation, for example, which are involved in the
production, use, and delivery of energy. Significant factors affecting suppliers, users, and regulators of energy are
driving private and public sector demand for professional services firms, including:

• Changing power markets and an increased demand for alternative fuels;

• Upgrading the energy infrastructure to meet new power, transmission, environmental, and

cybersecurity requirements;

• Managing energy demand and increasing efficient energy use in an era of supply constraints and

environmental concerns; and

• Addressing global climate change and its regulatory and economic implications.

We assist energy enterprises and energy consumers worldwide in their efforts to analyze, develop, and
implement strategies related to their business operations and the interrelationships of those operations with the
environment and applicable government regulations. We utilize our policy expertise, deep industry knowledge,
and proprietary modeling tools to advise government and industry clients on key topics related to electric power,
traditional fuels, and renewable sources of energy. Our areas of particularly deep expertise include power market
analysis and modeling, transmissions analysis, electric system reliability standards, energy asset valuation and
due diligence, regulatory and litigation support, fuels market analysis, air regulatory strategy, and renewable
energy and green power. We also support government and commercial clients in designing, implementing, and
evaluating demand-side energy management strategies in a wide range of areas, including energy efficiency and
peak load management. Our work includes numerous engagements supporting the ENERGY STARSM suite of
programs at the federal and state levels.

Global climate change has become a key focus of governments around the world, and reducing or offsetting

greenhouse gas (“GHG”) emissions is the subject of both public and private sector interest. Voluntary carbon
markets are growing in the United States at the state and regional level, climate change mitigation is a key topic
of debate at the federal level, and many international carbon emissions markets are well developed. In addition,
the Environmental Protection Agency (“EPA”) is preparing a regulatory strategy based on its declaration of
carbon as a pollutant. Adjustment to public sector and consumer sensitivity to carbon emissions is now becoming
a key element of energy industry strategy. Entirely new markets are being created in response to problems
associated with carbon emissions. Although the regulatory landscape in this area is still evolving, the need to
address carbon and other harmful emissions has significantly changed the way the world’s governments and
industries interact.

We have decades of experience in designing, evaluating, and implementing environmental policies and

transportation infrastructure projects and believe that a number of key issues are driving increased demand for
the services we provide in these areas, including:

•

Increased focus on the proper stewardship and regulation of natural resources;

• Historic under-investment in transportation infrastructure; and

• Changing patterns of economic development that require transportation systems to adapt to new

patterns of demand.

By leveraging our interdisciplinary skills, which range from finance and economics, to earth and life
sciences and information technology and program management, we are able to provide a wide range of services
that includes complex environmental impact assessments, environmental management information systems, air

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quality assessments, program evaluation, transportation planning, and regulatory reinvention. Our experience in
environmental policy and planning allows us to help clients deal specifically with the inter-related
environmental, business, and social implications of transportation modes and infrastructure. From the
environmental management of complex infrastructure engagements to strategic and operational concerns of
airlines and airports, our solutions draw upon our expertise and institutional knowledge in transportation
planning, urban and land use planning, industry management practices, financial analysis, environmental
sciences, and economics.

Health, Human Services, and Social Programs

Our advisory, implementation, and improvement expertise is also applied to social resources in areas such
as health, human services, and social programs. We believe that a confluence of factors is expected to drive an
increased need for public spending in the United States on health, human services, and social programs. These
factors include, among others:

• An aging population;

• Attempts to expand healthcare services to under-served segments of the population;

• The emphasis on improving the effectiveness of the educational system;

• Growing awareness of the threats of the global spread of disease;

• The need to address the foreclosure crisis and its effects on homeowners and communities;

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

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Increasing focus on cybersecurity requirements;

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

• The need to address the potential health and social consequences of threats from terrorism, natural

disasters, and epidemics.

We believe we are well positioned to provide research, consulting, implementation, and improvement
services to help our clients develop and manage effective programs in the areas of health, human services, and
social programs at the national, regional, and local levels. We have deep subject-matter expertise in complex
social areas, including public health, mental health, international health and development, health
communications, education, children and families, disaster recovery, housing and communities, military
personnel recruitment and retention, and substance abuse. Our combination of health-domain knowledge and our
experience in information technology applications provides us with strong capabilities in health informatics,
which we believe will be of increasing importance as the need to manage health and biomedical information
grows. We partner with our clients in the government, commercial, and non-profit sectors to increase their
knowledge base, support program development, enhance program operations, evaluate program results, and
improve program effectiveness.

In the area of health, we support dozens of programs within the Department of Health & Human Services
(“HHS”), including the National Institutes of Health and the Centers for Disease Control, conducting primary
data collection and analyses, assisting in designing, delivering, and evaluating programs, managing technical
assistance centers, providing instructional systems, developing information technology applications, and
managing clearinghouse operations. In the area of human services more generally, we provide training and
technical assistance for early care and educational programs (such as Head Start), services for victims of crime at
the Department of Justice (“DOJ”), and health and demographic surveys in developing countries for the
Department of State. In the area of social programs, we provide extensive training, technical assistance, and
program analysis and support services for a number of the housing and rural and community development
programs of the Department of Housing and Urban Development (“HUD”) and the Department of Agriculture.

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Homeland Security and Defense

Homeland security programs continue to drive budgetary growth at the federal level and are also receiving

increased attention at the state and local levels. We believe that the following key homeland security trends, at all
levels of government, will continue to drive an increased need for our services in this area:

• Vulnerability of critical infrastructure to cyber threats;

• Broadened homeland security concerns to include areas such as health, food, energy, water, and

transportation;

• Reassessment of the emergency management function of homeland security in the face of natural

disasters; and

•

Increased dependence on private sector personnel and organizations in emergency response.

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

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

•

Family issues associated with globally deployed armed forces; and

• The increasing complexity of war-fighting strategies, the need for real-time information sharing and

logistics modernization, network-centric warfare requirements, and the global nature of combat arenas.

We provide key services to the Department of Homeland Security (“DHS”) and DoD. At DHS, we assist in

shaping and managing critical programs to ensure the safety of communities, developing critical infrastructure
protection plans and processes, establishing goals and capabilities for national preparedness at all levels of
government in the United States, and managing the national program to test radiological emergency preparedness
at the state and local levels in communities adjacent to nuclear power facilities. We support DoD by providing
high-end strategic planning, analysis, and technology solutions in the areas of logistics management, operational
support, command and control, and cybersecurity. We also provide the defense sector with environmental
management, human capital assessment, military community research, and technology-enabled solutions.
Finally, we pursue opportunities that reside at the intersection of homeland security and defense and believe that
the interrelationships and strengthened ties among traditional defense requirements and homeland security, such
as disaster preparedness and response and recovery, create significant demands for professional services.

COMPETITIVE STRENGTHS

We possess the following key business strengths:

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

We possess strong intellectual capital that provides us with a deep understanding of policies, processes, and

programs across our major markets. Our thought leadership is based on years of training, experience, and
education. Our clients are able to draw on the in-depth knowledge of our subject-matter experts and our
experience developed over decades of providing advisory services. As of December 31, 2009, approximately
41% of our benefits-eligible staff held post-graduate degrees in diverse fields such as the social sciences,
business and management, physical sciences, public policy, human capital, information technology and
mathematics, engineering, planning, economics, life sciences, and law. These qualifications, and the
complementary nature of our markets, enable us to deploy multi-disciplinary teams to identify, develop, and
implement solutions that are creative, pragmatic, and tailored to our clients’ specific needs.

We believe our diverse range of markets, services, and projects provides a stimulating work environment for

our employees and enhances their professional development. The use of multi-disciplinary teams provides our

8

staff the opportunity to develop and refine common skills required in many types of engagements. Our approach
to managing human resources fosters collaboration and significant cross-utilization of the skills and experience
of both industry experts and other personnel who can develop creative solutions by drawing upon their different
experiences. The types of services we provide, and the manner in which we do so, enable us to attract and retain
talented professionals from a variety of backgrounds while maintaining a culture that fosters teamwork and
excellence.

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

The long-term relationships we maintain with many of our clients reflect our successful track record of
fulfilling our clients’ needs. We have advised both EPA and HHS for more than 30 years, the Department of
Energy (“DOE”) for more than 25 years, and DoD for more than 20 years, and have multi-year relationships with
many of our other clients. We have numerous contacts at various levels within our clients’ organizations, ranging
from key decision-makers to functional managers. The long-standing nature and breadth of our client
relationships adds greatly to our institutional knowledge, which, in turn, helps us carry out our client
engagements more effectively and maintain and expand such relationships. Our extensive experience and client
contacts, together with our prime-contractor position on a substantial majority of our contracts and onsite
presence, gives us clearer visibility into future opportunities and emerging requirements. In addition, as of
December 31, 2009, approximately 300 of our employees held an active federal security clearance (with over 100
more employees having a terminated clearance eligible for reinstatement), which affords us client access at
appropriate levels and further strengthens our client relationships. We believe our balance between civilian and
defense agencies, our commercial presence, and the diversity of the markets we serve help mitigate the impact of
annual shifts in our clients’ budgets and priorities.

Our advisory role positions us to capture a full range of engagements

We believe our advisory approach, which is based on our deep subject-matter expertise and understanding
of our clients’ requirements and objectives, is a significant competitive differentiator that helps us gain access to
key client decision-makers during the initial phases of a policy, program, project, or initiative. We use our
expertise and understanding to formulate customized recommendations for our clients. We believe this domain
expertise and the program knowledge developed from our advisory engagements further position us to provide
implementation and evaluation services. Implementation and evaluation engagements, in turn, allow us to
understand better our clients’ requirements and objectives as they evolve over time. We then use this knowledge
to provide evaluation and improvement services that maintain the relevance of our recommendations. As a result,
we believe we are able to offer services across the entire life cycle of a particular policy, program, project, or
initiative.

Our technology solutions are driven by our deep subject-matter expertise

Government and commercial decision-makers have become increasingly aware that, to be effective,
technology solutions need to be seamlessly integrated with people and processes. We possess strong knowledge
in information technology and a deep understanding of human and organizational processes. This combination of
skills with our domain knowledge allows us to deliver technology-enabled solutions tailored to our clients’
business and organizational needs and with less ramp-up time required to understand customer issues.

Our proprietary analytics and methods allow us to deliver superior solutions to our clients

We believe our innovative, and often proprietary, analytics and methods are key competitive differentiators

because they enhance our ability to deliver customized solutions, and enable us to deliver services in a more cost-
effective manner than our competitors. For example, we have developed industry-standard energy and
environmental models that are used by governments and commercial entities around the world for energy
planning and air quality analyses, and have also developed a suite of proprietary climate change tools to help the

9

private sector develop strategies for complying with GHG emission reduction requirements. We maintain
proprietary databases that we continually refine and that are available to be incorporated quickly into our
analyses on client engagements. In addition, we also have proprietary program management methodologies and
services that we believe can help governments improve performance measurement, support chief information
officer and science and engineering program activities, and reduce security risks.

We are led by an experienced management team

Our management team, consisting of approximately 200 officers with the title of vice president or higher,

possesses extensive industry experience and had an average tenure of 13 years with us as of December 31, 2009
(including prior service with companies we have acquired). This low turnover allows us to retain institutional
knowledge. Our managers are experienced both in marketing efforts and in successfully managing and executing
advisory, implementation, and evaluation assignments. Our management team also has experience in acquiring
other businesses and integrating those operations with our own. A number of our managers are industry-
recognized thought leaders. Based on these factors, we believe that our management’s successful past
performance and deep understanding of our clients’ needs have been key differentiating factors in competitive
situations.

STRATEGY

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

Leverage advisory work into implementation and full life-cycle solutions

We plan to continue to leverage our advisory services and strong client relationships to increase our revenue

from implementation services, which include information technology solutions, project and program
management, project delivery, strategic communications, and training. Our advisory services provide us with
insight and understanding of our clients’ missions and goals. We believe the domain expertise we continue to
build and the program knowledge we develop from these advisory assignments position us to capture a greater
portion of larger implementation engagements. We will, however, need to undertake such expansion carefully to
avoid actual, potential, and perceived conflicts of interest. See “Risk Factors—Risks Related to our Business—
The diversity of the services we provide and the clients we serve may create actual, potential, and perceived
conflicts of interest and conflicts of business that limit our growth and lead to liability for us.”

Pursue larger contract opportunities

We believe that continuing to expand our client engagements into implementation, evaluation, and
improvement services enables us to pursue larger prime contract opportunities, which should provide a greater
return on our business development efforts and allow for enhanced employee utilization. We plan to continue to
target larger and longer-term opportunities through greater emphasis on early identification of opportunities,
strategic capture and positioning, and enhanced brand recognition. We believe that the resulting increase in the
scale, scope, and duration of our contracts will accelerate our growth.

Expand and deepen our presence in federal and state governmental agencies

Given the growth in the scope of our service offerings, many of our current federal agency clients are not
utilizing the full array of services that we offer, especially with regard to implementation. We will specifically
target deeper penetration of those agencies that currently procure services only from one or two of our business
areas. We believe we can leverage many of our long-term client relationships by introducing these existing
clients, where appropriate, to our other services. For example, we plan to introduce many of our advisory clients
to our capabilities to provide associated information technology, cybersecurity, human capital strategy, large-
scale program management, and strategic communications services, and we can readily offer our long-term

10

clients a broad suite of evaluation services, particularly as a result of our acquisition of Macro. We are also well-
positioned with our benchmarking, evaluation, and improvement capabilities to capitalize on the recent trend, at
both the federal and state levels, towards transparency and measurement of program results. Moreover, as more
federal money passes to the states to finance state-level initiatives and programs, we can leverage our experience
with our state clients to help them employ those federal funds more effectively. Finally, having grown to have
more than 50 offices across the United States, we can focus more of our business development efforts on
addressing the needs of federal agencies with operations outside of the metropolitan Washington, D.C. area.

Expand our commercial business

We see growth opportunities in our current commercial business in the utility and air transport industries, as

well as significant potential for us to expand our business in other commercial sectors, both domestically and
internationally. Although we believe the utility industry will continue to be a strong market for advisory services
in light of the growing focus on regulatory actions and alternative fuels, we intend to leverage our existing
relationships and institutional expertise to pursue and capture additional, typically higher-margin opportunities.
First, we believe we can continue to expand beyond our advisory-based businesses and into implementation
services such as assisting with implementing energy efficiency programs for utilities. Second, the growth of
interest in carbon emission and sustainability issues has increased our ability to offer these types of services to
new clients in other sectors beyond utilities and air transportation. Many other sectors, such as information
service providers, who are large consumers of energy, and hotel and tourist-related services, have recently
become new client areas for us, and we expect to continue to expand as industry better understands carbon
regulation and the positive benefits of demonstrating environmental stewardship.

Replicate our business model globally across government and industry

We believe the services we provide to the energy, environment, and infrastructure markets have especially

strong business drivers throughout the world. Europe’s growing need for cutting-edge climate change and
environmental solutions plays well to our domain expertise, which we have applied in Europe for years.
Moreover, four of our offices outside of the United States are located in the BRIC countries (Brazil, Russia,
India, and China), each of which represents a substantial market with rapidly growing demands for new sources
of energy, a need for transportation infrastructure improvements, and severe air and carbon pollution issues. We
believe our ability to offer energy, infrastructure, climate change, and environmental services to both commercial
and government clients in these countries from local offices, typically staffed by native citizens, positions us well
to help clients address these key issues and therefore expand our market presence.

Focus on higher-margin projects

We plan to pursue higher-margin commercial projects and continue to shift our federal, state, and local
government contract base to increase margins. We believe we have strong global client relationships in both the
commercial energy and air transport markets, where our margins have historically been higher than those in our
government business. We view the energy industry as a particularly attractive market for us over the next decade
due to climate change concerns, impending regulation, and the need for cleaner sources of energy. We believe
these factors will result in a greater number of potential engagements that will also be larger in size and scope.
We will also continue our efforts in federal, state, and local government markets to shift our contract mix from
cost-based contracts toward fixed-price contracts and time-and-materials contracts, both of which, in our
experience, typically offer higher margins.

Pursue strategic acquisitions

We plan to augment our organic growth with selected acquisitions. During the past few years, we have
acquired a number of companies, including: Macro and Jacob & Sundstrom in 2009; Jones & Stokes in 2008; and
SH&E, Z-Tech, EEA, and APCG in 2007. Our more recent acquisitions are discussed in “Management’s

11

Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions.” We plan to continue a
disciplined acquisition strategy to obtain new clients, increase our size and market presence, and obtain
capabilities that complement our existing portfolio of services, while focusing on cultural compatibility and
financial impact.

CONTRACTS

Domestic government clients (including U.S. federal, state, and local governments), domestic commercial

clients, and international clients (including government and commercial clients outside the United States)
accounted for approximately 79%, 16%, and 5%, respectively, of our 2009 revenue, approximately 83%, 12%,
and 5%, respectively, of our 2008 revenue, and approximately 92%, 6%, and 2%, respectively, of our 2007
revenue. Our clients span a broad range of defense and civilian agencies and commercial enterprises. Our
contract periods typically extend from one month to five years, including option periods. Many of our
government contracts provide for option periods that may be exercised by the client. Our largest contract in 2009,
2008, and 2007, The Road Home contract with the State of Louisiana, accounted for approximately 9%, 38%,
and 63% of our revenue for 2009, 2008, and 2007, respectively. In 2009, 2008, and 2007, no other single contract
accounted for more than 2% of our revenue. Including The Road Home contract, our top 10 contracts in 2009,
2008, and 2007 collectively accounted for approximately 19%, 46%, and 69%, of our revenue, respectively.
Excluding The Road Home contract, our top 10 contracts in 2009, 2008, and 2007, collectively accounted for
approximately 10%, 8%, and 6% of our revenue, respectively. In 2009, we received approximately 17%, 9%, and
6% of our revenue, respectively, from our three largest clients, HHS, the State of Louisiana, and DoD. Most of
our revenue is derived from prime contracts, which accounted for approximately 85%, 90% and 94% of our
revenue for 2009, 2008, and 2007, respectively. Unless the context otherwise requires, we use the term
“contracts” to refer to contracts and any task orders or delivery orders issued under a contract.

Our U.S. and international clients accounted for revenues of approximately $639.8 million and $34.6
million, respectively, in 2009; $664.7 million and $32.7 million, respectively, in 2008, and $711.1 million and
$16.0 million, respectively, in 2007. Our U.S. clients include federal, state, and local governments and domestic
commercial clients. Non-profit entities and universities are considered commercial clients. Entities such as the
World Bank and the United Nations are considered international clients, while the State Department and the U.S.
Agency for International Development are considered U.S. government clients. In general, a client is considered
international if it is located outside the United States. If we are a subcontractor, then the client is not considered
to be the prime contractor but rather the ultimate client receiving the services from the prime contractor team.
Our foreign operations pose special risks, as discussed below in “Risk Factors—Risks Related to Our Business—
Our international operations pose special and unusual risks to our profitability and operating results.”

CONTRACT BACKLOG

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

engagements. We generally include in backlog the estimated revenue represented by contract options that have
been priced, but not exercised. We do not include any estimate of revenue relating to potential future delivery
orders that might be awarded under our General Services Administration Multiple Award Schedule (“GSA
Schedule”) contracts, other Indefinite Delivery/Indefinite Quantity (“IDIQ”) contracts, or other contract vehicles
that are also held by a large number of firms and under which potential future delivery orders or task orders
might be issued by any of a large number of different agencies and are likely to be subject to a competitive
bidding process. We do, however, include potential future work expected to be awarded under IDIQ contracts
that are available to be utilized by a limited number of potential clients and are held either by us alone or by a
limited number of firms.

We include expected revenue in funded backlog when we have been authorized by the client to proceed
under a contract up to the dollar amount specified by our client, and this amount will be owed to us under the
contract after we provide the services pursuant to the authorization. If we do not provide services authorized by a

12

client prior to the expiration of the authorization, we remove amounts corresponding to the expired authorization
from backlog. We do include expected revenue under an engagement in funded backlog when we do not have a
signed contract or contract modification if we have received client authorization to begin or continue working
and we expect to sign a contract or contract modification for the engagement. In this case, the amount of funded
backlog is limited to the amount authorized. Our funded backlog does not represent the full revenue potential of
our contracts because many government clients, and sometimes other clients, authorize work under a particular
contract on a yearly or more frequent basis, even though the contract may extend over several years. Most of our
services to commercial clients are provided under contracts with relatively short durations. As a consequence,
our backlog attributable to these clients is typically reflected in funded backlog and not in unfunded backlog.

We define unfunded backlog as the difference between total backlog and funded backlog. Our revenue
estimates for purposes of determining unfunded backlog for a particular contract are based, to a large extent, on
the amount of revenue we have recently recognized on that contract, our experience in utilizing contract capacity
on similar types of contracts, and our professional judgment. Our revenue estimate for a contract included in
backlog is sometimes lower than the revenue that would result from our client utilizing all remaining contract
capacity.

Although we expect our contract backlog to result in revenue, the timing of revenue associated with both

funded and unfunded backlog will vary based on a number of factors, and we may not recognize revenue
associated with a particular component of backlog when anticipated, or at all. Our government clients generally
have the right to cancel any contract, or ongoing or planned work under any contract, at any time. In addition,
there can be no assurance that revenue from funded or unfunded backlog will have similar profitability to
previous work or will be profitable at all. Generally speaking, we believe the risk that a particular component of
backlog will not result in future revenue is higher for unfunded backlog than for funded backlog. See “Risk
Factors—Risks Related to Our Business—We may not receive revenue corresponding to the full amount of our
backlog, or may receive it later than we expect, which could materially and adversely affect our revenue and
operating results.”

Our funded and estimates of unfunded and total backlog at the dates indicated were as follows:

Funded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unfunded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 536.0
825.5

(In millions)
$426.6
390.7

$522.2
300.2

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,361.5

$817.3

$822.4

December 31,

2009

2008

2007

BUSINESS DEVELOPMENT

Our business development efforts are critical to our organic growth. A firm-wide business development
process, referred to as the Business Development Life Cycle (“BDLC”), is used to guide sales activities in a
disciplined manner from lead identification, through lead qualification, to capture and proposal. An internally
developed, Web-based tool is used to track all sales opportunities throughout the BDLC, as well as to manage
our aggregate sales pipeline. The pursuit of major sales opportunities are each led by a capture manager and are
reviewed by management during their life cycle to ensure alignment with our corporate strategy and effective use
of resources.

Business development efforts in priority market areas, which include some of our largest federal agency
accounts (HHS, DOE, DoD, DHS, and EPA) and our commercial business, are executed through account teams,
each of which is headed by a corporate account executive and supported by dedicated corporate business
development professionals and senior staff from the relevant operating units. Each account executive has
significant authority and accountability to set priorities and bring to bear the correct resources. Each team

13

participates in regular executive reviews. This account-based approach allows deep insight into the needs of our
clients. It also helps us anticipate their evolving requirements over the coming 12 to 18 months and position
ourselves to meet those requirements. Each of our operating units is responsible for maximizing sales in our
existing accounts and finding opportunities in closely related accounts. Their efforts are complemented by our
corporate business development function, which is responsible for large and strategically important pursuits.

The corporate business development function also includes a market research and competitive intelligence
group, a proposal group, a marketing group, a communications group, and a strategic capture unit. Our contracts
and administration function leads our pricing decisions in partnership with the business development account
teams and operating units.

COMPETITION

We operate in a highly competitive and fragmented marketplace and compete against a number of firms in
each of our key markets. Some of our principal competitors include: Abt Associates Inc.; Booz Allen Hamilton,
Inc.; Cambridge Systematics, Inc.; CRA International, Inc.; Deloitte LLP; Eastern Research Group, Inc.;
ENTRIX, Inc.; L-3 Communications Corporation; Lockheed Martin Corporation; Navigant Consulting, Inc.;
Northrop Grumman Corporation; PA Consulting Group; SAIC, Inc.; Research Triangle Institute; SRA
International, Inc.; and Westat, Inc. In addition, within each of our key markets, we have numerous smaller
competitors, many of which have narrower service offerings and serve niche markets. Some of our competitors
are significantly larger than us and have greater access to resources and stronger brand recognition than we do.
See “Risk Factors—Risks Related to Our Business—We face intense competition from many firms that have
greater resources than we do, as well as from smaller firms that have narrower service offerings and serve niche
markets.” This competition could result in price reductions, reduced profitability, and loss of market share.”

We consider the principal competitive factors in our market to be client relationships, reputation and past
performance of the firm, client references, technical knowledge and industry expertise of employees, quality of
services and solutions, scope of service offerings, and pricing.

INTELLECTUAL PROPERTY

We own a number of trademarks and copyrights that help maintain our business and competitive position.
We do not have any patents. Sales and licenses of our intellectual property do not comprise a substantial portion
of our revenue or profit; however, this situation could change in the future. We rely on the technology and
models, proprietary processes, and other intellectual property we own or have rights to use in our analyses and
other work we perform for our clients. We use these innovative, and often proprietary, analytical models and
tools throughout our service offerings. Our staff regularly maintains, updates, and improves these models based
on our corporate experience. In addition, we sometimes retain limited rights in software applications we develop
for clients. We use a variety of means to protect our intellectual property, as discussed in “Risk Factors—Risks
Related to Our Business—We depend on our intellectual property and our failure to protect it could enable
competitors to market services and products with similar features, which may reduce demand for our services
and products,” but there can be no assurance that these will adequately protect our intellectual property.

EMPLOYEES

As of December 31, 2009, we had more than 3,500 benefits-eligible (full-time and regular part-time)
employees, approximately 41% of whom held post-graduate degrees in diverse fields such as social sciences,
business and management, physical sciences, public policy, human capital, information technology and
mathematics, engineering, planning, economics, life sciences, and law, and approximately 82% of whom held a
bachelor’s degree or equivalent or higher. As of December 31, 2009, approximately 300 of our employees held
an active federal security clearance, and over 100 additional employees held a terminated clearance eligible for
reinstatement.

14

Our professional environment encourages advanced training to acquire industry-recognized certifications,

rewards strong job performance with advancement opportunities, and fosters ethical and honest conduct. Our
salary structure, incentive compensation, and benefit packages are competitive within our industry.

ITEM 1A. RISK FACTORS

RISKS RELATED TO CHANGES IN ECONOMIC AND POLITICAL CLIMATE

Current or worsening economic conditions could adversely affect our business.

The United States and global economies are currently experiencing a period of substantial economic
uncertainty with wide-ranging effects, including the disruption of global financial markets. Some, but not all, of
the possible effects of these economic events are outlined in the risk factors described below, including those
relating to levels and priorities of federal and state spending, access to capital and credit markets, effects on
commercial and other clients, and potential impairment of our goodwill and other long-lived assets. Although
governments worldwide, including the federal government, have initiated actions in response to the current
situation, we are unable to predict the impact, severity, and duration of these economic conditions. The economic
environment or related factors may adversely impact our business, financial condition, results of operations, cash
flows, and/or stock price.

The combination of the adverse economic climate and challenges faced by federal and state governments
could result in changes in spending priorities and adversely affect our ability to grow or maintain our
revenues and profitability.

The combination of the challenging economic climate, related budgetary pressures at the federal and state

levels, the wide range of issues facing the current presidential administration in the United States (that may have,
or be forced to have, spending priorities that are disadvantageous to us, including a focus on economic stimulus
and regulatory reform), and changes in the composition of the U.S. Congress may affect agencies, departments,
projects, or programs we currently support, or that we may seek to support in the future. The programs and
projects we support must compete with other programs and projects for consideration during budget formulation
and appropriation processes, and may be affected by the general economic conditions. Budget decisions made in
this environment are difficult to predict and may have long-term consequences for certain programs and projects.
We believe that many of the programs and projects we support are a high priority, and that changing priorities
may present opportunities for us, but there remains the possibility that one or more of the programs and projects
we support will be reduced, delayed, or terminated. We engage in a number of programs and projects that may be
perceived as being favored by the presidential administration and could be expected to receive funding under the
American Recovery and Reinvestment Act. On the other hand, the President has recently proposed a freeze on
the federal government’s non-security discretionary funding for three years. This freeze may affect some
programs and projects more than others and may adversely affect programs and projects we support. Reductions
in, or delays or terminations of, any of the existing programs or projects we support, or of anticipated programs
and projects, unless offset by other programs, projects, or opportunities, could adversely affect our ability to
grow or maintain our revenues and profitability. We are focused on meeting these challenges and taking
advantage of related opportunities. If we are not successful in this effort, we may not be able to grow or maintain
our revenues and profitability.

Recent levels of market volatility are unprecedented, and adverse capital and credit market conditions
may affect our ability to access cost-effective sources of funding.

The capital and credit markets recently have been experiencing extreme volatility and disruption. Liquidity
has contracted significantly, borrowing rates have varied significantly, and borrowing terms have become more
restrictive. Historically, we have believed that we could access these markets to support our business activities,
including operations, acquisitions, and refinancing debt. In the future, we may not be able to obtain credit or
capital market financing (such as through equity offerings) on acceptable terms, or at all, which could have an

15

adverse effect on our financial position, results of operations, and cash flows. In addition, the state of the capital
and credit markets could also affect other entities with which we do business, including our commercial and
other clients and our suppliers, subcontractors, and team members, which could also have an adverse effect on
our financial position, results of operations, and cash flows.

RISKS RELATED TO OUR INDUSTRY

We rely substantially on government clients for our revenue, and government spending priorities may
change in a manner adverse to our business.

We derived approximately 60%, 36%, and 27% of our revenue in 2009, 2008, and 2007, respectively, from

contracts with federal agencies and departments, and approximately 19%, 47%, and 65% of our revenue from
contracts with state and local governments in 2009, 2008, and 2007, respectively. Approximately 9%, 38%, and
63% of our revenue in 2009, 2008, and 2007, respectively, was from The Road Home contract with the State of
Louisiana, as discussed in more detail under “Risks Related to our Business—Ongoing and possible post-contract
litigation, disputes, audits, reviews, and investigations in connection with the completed Road Home Contract
expose us to many different types of liability, may divert management attention, and could increase our costs.”
Virtually all of our major government clients have experienced reductions in budgets at some time, often for a
protracted period, and we expect similar reductions in the future. Expenditures by our federal clients may be
restricted or reduced by presidential or congressional action or by action of the Office of Management and
Budget or otherwise limited. In addition, many states are not permitted to operate with budget deficits, and nearly
all states face considerable challenges in balancing budgets that anticipate reduced revenues. For example, our
clients include agencies and departments of, as well as local and municipal governments within, the State of
California, which has recently been dealing with a multi-billion-dollar budget deficit. We expect that these and
other clients will delay some payments due to us, may eventually fail to pay what they owe us, and may delay
some programs and projects. For some clients, we may face an unwelcome choice: turn down (or stop) work with
the risk of damaging a valuable client relationship, or perform work with the risk of not getting paid in a timely
fashion or perhaps at all. For a discussion of the risks associated with incurring costs before a contract is
executed or appropriately modified, see “Risks Related to Our Business—We sometimes incur costs before a
contract is executed or appropriately modified. To the extent a suitable contract or modification is not
subsequently signed or we are not paid for our work, our revenue and profit will be reduced.”

Federal, state, and local elections could also affect spending priorities and budgets at all levels of

government, and the current national and worldwide economic downturn may result in changes in government
priorities in ways that could be disadvantageous to us. For example, addressing the financial crisis and economic
downturn has required the use of substantial government resources, which may lower the amounts available for
agencies, departments, projects, or programs we support. In addition, some governments may not have sufficient
resources to continue spending at previous levels. A decline in expenditures, or a shift in expenditures away from
agencies, departments, projects, or programs that we support, whether to pay for other programs or projects
within the same or other agencies or departments, to reduce budget deficits, to fund tax reductions, or for other
reasons, could materially adversely affect our business, prospects, financial condition, or operating results.
Moreover, the perception that a cut in appropriations or spending may occur, such as the recent proposal by the
President to limit certain spending, could adversely affect investor sentiment about our stock and cause our stock
price to fall.

The failure of Congress to approve budgets in a timely manner for the federal agencies and departments
we support could delay and reduce spending and cause us to lose revenue and profit.

On an annual basis, Congress must approve budgets that govern spending by each of the federal agencies
and departments we support. When Congress is unable to agree on budget priorities, and thus is unable to pass
the annual budget on a timely basis, it typically enacts a continuing resolution. Continuing resolutions generally
allow federal agencies and departments to operate at spending levels based on the previous budget cycle. When
agencies and departments must operate on the basis of a continuing resolution, funding we expect to receive from

16

clients for work we are already performing and new initiatives may be delayed or cancelled. Thus, the failure by
Congress to approve budgets in a timely manner can result in the loss of revenue and profit in the event federal
agencies and departments are required to cancel or change existing or new initiatives, or the deferral of revenue
and profit to later periods due to delays in implementing existing or new initiatives. The budgets of many of our
state and local government clients are also subject to similar budget processes, and thus subject us to similar risks
and uncertainties.

Our failure to comply with complex laws, rules, and regulations relating to government contracts could
cause us to lose business and subject us to a variety of penalties.

We must comply with laws, rules, and regulations relating to the formation, administration, and

performance of government contracts, which affect how we do business with our government clients and impose
added costs on our business. Each government client has its own laws, rules, and regulations affecting its
contracts. Among the more significant strictures affecting federal government contracts are:

•

•

•

•

•

the Federal Acquisition Regulation, and agency regulations analogous or supplemental to it, which
comprehensively regulate the formation, administration, and performance of federal government
contracts;

the Truth in Negotiations Act, which requires certification and disclosure of cost and pricing data in
connection with some contract negotiations;

the Procurement Integrity Act, which, among other things, defines standards of conduct for those
attempting to secure federal contracts, prohibits certain activities relating to federal procurements, and
limits the employment activities of certain former federal employees;

the Cost Accounting Standards, which impose accounting requirements that govern our right to
payment under federal contracts; and

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

The federal government and other governments with which we do business may in the future change their
procurement practices or adopt new contracting laws, rules, or regulations, including cost accounting standards,
that could be costly to satisfy or that could impair our ability to obtain new contracts. Any failure to comply with
applicable federal, state, or local strictures could subject us to civil and criminal penalties and administrative
sanctions, including termination of contracts, repayment of amounts already received under contracts, forfeiture
of profits, suspension of payments, fines, and suspension or debarment from doing business with federal and
even state and local government agencies and departments, any of which could adversely affect our reputation,
our revenue, our operating results, and the value of our stock. Failure to abide by laws applicable to our work for
governments outside the United States could have similar effects. Unless the content requires otherwise, we use
the term “contracts” to refer to contracts and any task orders or delivery orders issued under a contract.

Unfavorable government audit results could force us to adjust previously reported operating results, could
affect future operating results, and could subject us to a variety of penalties and sanctions.

The federal government and many states audit and review our contract performance, pricing practices, cost

structure, financial responsibility, and compliance with applicable laws, regulations, and standards. Like most
major government contractors, we have our business processes, financial information, and government contracts
audited and reviewed on a continual basis by federal agencies, including the Defense Contract Audit Agency.
Audits, including audits relating to companies we have acquired or may acquire or subcontractors we have hired
or may hire, could raise issues that have significant adverse effects on our operating results. For example, audits
could result in substantial adjustments to our previously reported operating results if costs that were originally
reimbursed, or that we believed would be reimbursed, are subsequently disallowed, or if invoices that have been

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paid, or that we expected to be paid, are subsequently rejected, or otherwise not paid in full. In addition, cash we
have already collected may need to be refunded, past and future operating margins may be reduced, and we may
need to adjust our practices, which could reduce profit on other past, current, and future contracts. Moreover, a
government agency could withhold payments due to us under a contract pending the outcome of any
investigation with respect to a contract or our performance under it. Audits in connection with The Road Home
contract are discussed below under “Risks Related to Our Business—Ongoing and possible post-contract
litigation, disputes, audits, reviews, and investigations in connection with the Completed Road Home Contract
expose us to many different types of liability, may divert management attention, and could increase our costs.”

If a government audit, review, or investigation uncovers improper or illegal activities, we may be subject to

civil and criminal penalties and administrative sanctions, including termination of contracts, repayment of
amounts already received under contracts, forfeiture of profits, suspension of payments, fines, and suspension or
debarment from doing business with federal and even state and local government agencies and departments. We
may also lose business if we are found not to be sufficiently financially responsible. In addition, we could suffer
serious harm to our reputation and our stock price could decline if allegations of impropriety are made against us,
whether or not true. Federal audits have been completed on our incurred contract costs only through 2006; audits
for costs incurred on work performed since then have not yet been completed. In addition, non-audit reviews by
the government may still be conducted on all our government contracts.

If significant civil or criminal penalties or administrative sanctions are imposed on us or if the federal or

state governments otherwise cease doing business with us or significantly decrease the amount of business they
do with us, our revenue and operating results would be materially harmed.

Our government contracts contain provisions that are unfavorable to us and permit our government
clients to terminate our contracts partially or completely at any time prior to completion.

Our government contracts contain provisions not typically found in commercial contracts, including
provisions that allow our clients to terminate or modify these contracts at the government’s convenience upon
short notice. If a government client terminates one of our contracts for convenience, we may only bill the client
for work completed prior to the termination, plus any project commitments and settlement expenses the client
agrees to pay, but not for any work not yet performed. In addition, many of our government contracts and task
and delivery orders are incrementally funded as appropriated funds become available. The reduction or
elimination of such funding can result in options not being exercised and further work on existing contracts and
orders being curtailed. In any such event, we would have no right to seek lost fees or other damages. If a
government client were to terminate, decline to exercise an option under, or curtail further performance under
one or more of our significant contracts, our revenue and operating results would be materially harmed.

Adoption of new procurement practices or contracting laws, rules, and regulations and changes in existing
procurement practices or contracting laws, rules, and regulations could impair our ability to obtain new
contracts and cause us to lose revenue and profit.

In the future, the federal government may change its procurement practices or adopt new contracting laws,
rules, or regulations that could cause its agencies and departments to curtail the use of services firms or increase the
use of companies with a “preferred status,” such as small businesses. For example, legislation restricting the
procedure by which services are outsourced to federal contractors has been proposed in the past, and if such
legislation were to be enacted, it would likely reduce the amount of services that could be outsourced by the federal
government. Any such changes in procurement practices or new contracting laws, rules, or regulations could impair
our ability to obtain new contracts and materially reduce our revenue and profit. Other government clients could
enact changes to their procurement laws and regulations that could have similar adverse effects on us.

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In addition, our business activities may be or may become subject to international, foreign, U.S., state, or

local laws or regulatory requirements that may limit our strategic options and growth and may increase our
expenses and reduce our revenue and profit, negatively affecting the value of our stock. We generally have no
control over the effect of such laws or requirements on us and they could affect us more than they affect other
companies.

RISKS RELATED TO OUR BUSINESS

We depend on contracts with federal agencies and departments for a substantial portion of our revenue
and profit, and our business, revenue, and profit levels could be materially and adversely affected if our
relationships with these agencies and departments deteriorate.

Contracts with federal agencies and departments accounted for approximately 60%, 36%, and 27% of our

revenue in 2009, 2008, and 2007, respectively. Revenue from contracts with clients in HHS, DoD, and DHS
accounted for approximately 30% of our revenue in 2009. The majority of the revenues in 2009 of Macro and
Jacob & Sundstrom, both of which we acquired in 2009, was derived from federal contracts. Particularly
following the completion of The Road Home contract, we believe that federal contracts will continue to be a
significant source of our revenue and profit for the foreseeable future. Revenue from contracts with clients in
HHS, DoD, and EPA accounted for approximately 20% of our revenue in 2008. Revenue from contracts with
clients in HHS, DoD, EPA, accounted for approximately 15% of our revenue for 2007.

Because we have a large number of contracts with our clients, we continually bid for and execute new
contracts, and our existing contracts continually become subject to recompetition and expiration. Upon the
expiration of a contract, we typically seek a new contract or subcontractor role relating to that client to replace
the revenue generated by the expired contract. There can be no assurance that the requirements those expiring
contracts were satisfying will continue after their expiration, that the client will re-procure those requirements,
that any such re-procurement will not be restricted in a way that would eliminate us from the competition (e.g.,
set aside for small business), or that we will be successful in any such re-procurements. If we are not able to
replace the revenue from these contracts, either through follow-on contracts or new contracts for those
requirements or for other requirements, our revenue and operating results will be materially harmed.

Among the key factors in maintaining our relationships with government agencies and departments (and
other clients) are our performance on individual contracts, the strength of our professional reputation, and the
relationships of our managers with client personnel. Because we have many contracts, we expect disagreements
and performance issues with clients to arise from time to time. To the extent that such disagreements arise, our
performance does not meet client expectations, our reputation or relationships with one or more key clients are
impaired, or one or more important client personnel leave their employment, are transferred to other positions, or
otherwise become less involved with our contracts, our revenue and operating results could be materially
harmed. Our reputation could also be harmed if we work on or are otherwise associated with a project that
receives significant negative attention in the news media or otherwise for any reason.

Ongoing and possible post-contract litigation, disputes, audits, reviews, and investigations in connection
with the completed Road Home contract expose us to many different types of liability, may divert
management attention, and could increase our costs.

In June 2006, our subsidiary, ICF Emergency Management Services, LLC, was awarded The Road Home

contract by the State of Louisiana, Office of Community Development, to manage a program designed primarily
to help homeowners and landlords of small rental properties affected by Hurricanes Rita and Katrina by
providing them compensation for the uninsured, uncompensated damages they suffered from the hurricanes. The
Road Home contract was our largest contract throughout its three-year duration. It was completed on June 11,
2009, as scheduled.

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The Road Home contract provided us with significant opportunities, but also created substantial risks. A

number of these risks continue beyond the term of the contract. Further, because we have never wound down a
contract of this size, we are subject to many risks in connection with its conclusion. We have outlined below the
significant risks to which we believe we continue to be subject in connection with this contract.

We have a number of lawsuits pending and other claims have been made against us in connection with The

Road Home contract, and others may be brought in the future. We have defended such actions vigorously and
plan to continue to do so, but we have not prevailed in every case and may not prevail in future cases. An adverse
finding on any claim could seriously harm our business, including, but not limited to, adversely affecting our
cash flows, operating results, and reputation, distracting management, and leading to additional claims being
made against us. Even the successful conclusion of such claims, however, may cause us to incur attorneys’ fees
and other costs and will divert valuable management time and attention. Although the contract provides that, with
several exceptions, we are allowed to charge as an expense under the contract reasonable costs and fees incurred
in defending and paying claims brought by third parties arising out of our performance, there can be no assurance
that our costs and fees will be reimbursed. The State of Louisiana has not reimbursed us for most of such costs or
fees and has not reimbursed any such costs or fees since 2008. Claims against us could be substantial and exceed
the amounts of, and some are not covered by, available insurance. Such claims may include any of the following,
among others:

• Homeowners, rental housing owners, or others dissatisfied with the amount of money they have

received from, or their treatment under, this program have taken action against the State of Louisiana
and us, and more actions may be initiated, whether or not merited, including possible class action or
other substantial litigation.

• We have terminated most of our employees who worked on The Road Home contract, some earlier
than initially anticipated due to the contract’s acceleration earlier in its term. Some of those former
employees have taken action against us, and more actions may be instituted, whether or not merited,
including possible class action or other substantial litigation.

• We and our subcontractors have gathered and maintain sensitive information concerning potential and
actual program participants. A claim or determination that we failed to maintain and secure such
information properly or failed to take appropriate action to prevent fraud could result in substantial
liability for us.

• As with any compensation program, there is a risk that employees, applicants, and others may have

committed fraud, for which claims may be made against us.

• There is a risk that reimbursement will be sought from us or claims will be made against us, for
example, for problems found with our services or invoices or the services or invoices of our
subcontractors, including reimbursement for any excess amounts paid to grant recipients, whether or
not any such reimbursement sought or claims made are consistent with the terms of the contract.

• There is also the risk that the State of Louisiana will seek indemnification from us for certain liabilities

pursuant to the contract.

In addition, The Road Home contract has been, and we expect it to continue to be, audited, investigated,
reviewed, and monitored frequently by federal and state authorities and their representatives. These activities
consume significant management time and effort; further, the contract provides that we are subject to audits for
more than five years after the expiration of the contract. The large number of parties scrutinizing our
performance under The Road Home contract significantly heightens the risk of adverse findings. Such findings
from any audit, investigation, review, monitoring, or similar activity could subject us to civil and criminal
penalties and administrative sanctions from state or federal authorities, including repayments of amounts already
received under the contract, forfeiture of profits, suspension of payments, fines, claims for reimbursement for the
costs resulting from any errors or omissions in our performance under the contract, and suspension or debarment
from doing business with the State of Louisiana or federal agencies and departments, any of which could
substantially adversely affect our reputation, our revenue, our operating results, and the value of our stock.

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As of December 31, 2009, we had a total due to us of approximately $0.8 million from the State of

Louisiana under The Road Home contract. As a result, we are withholding certain payments from our
subcontractors, which may affect our relationships with them and may result in claims or other action by them
against us. We cannot predict if and when the state will make the payments that have been withheld or if and
when the state may decide to withhold other payments, or make claims or take other actions against us. Claims or
other actions by subcontractors or the state, or the state’s failure to make these payments, could have a
substantial, adverse effect on our reputation, relationships with other firms, cash flow, operating results, and
stock price. Further, we may file our own claims, for example, against the state regarding the payments withheld
and other issues. Such claims could be costly to pursue, they could divert management attention, and their
outcome would be uncertain.

Finally, we face the substantial challenge of replacing the revenue and profits from The Road Home

contract. For all of its three-year duration, The Road Home contract was our largest contract, providing well over
one-half of our revenue at its peak. We have embarked on numerous efforts to replace this revenue and the
resulting profits, including several acquisitions, but there can be no assurance that these efforts will be
successful. If these efforts are not successful, we would expect our operating results to suffer and our stock price
could decline.

Our increasing dependence on GSA Schedule and other IDIQ contracts creates the risk of increasing
volatility in our revenue and profit levels.

We believe that one of the key elements of our success is our position as a prime contractor under GSA
Schedule contracts and other IDIQ contracts. As these types of contracts have increased in importance over the
last several years, we believe our position as a prime contractor has become increasingly important to our ability
to sell our services to federal clients. However, these contracts require us to compete for each delivery order and
task order, rather than having a more predictable stream of activity and, therefore, revenue and profit, during the
term of a contract. There can be no assurance that we will continue to obtain revenue from such contracts at these
levels, or in any amount, in the future. To the extent that federal agencies and departments choose to employ
GSA Schedule and other contracts encompassing activities for which we are not able to compete or provide
services, we could lose business, which would negatively affect our revenue and profitability.

Our commercial business depends on the air transport and energy sectors of the global economy, both of
which are highly cyclical and can lead to substantial variations in revenue and profit from period to
period.

Our commercial business is heavily concentrated in the air transport and energy industries, which are highly

cyclical. Our clients in these industries experience periods of relatively high demand followed by periods of
relatively low demand. Their demand for our services has historically risen and fallen accordingly. We expect
that demand for our services from commercial air transport and energy industry clients will decline when either
industry experiences a downturn. Factors leading to a downturn in the air transport industry include a decline in
general economic conditions, acts of terrorism or war, changes in the worldwide geopolitical climate, increases in
the cost of energy, the financial condition of major airlines or airports, changes in weather patterns, and
government regulations affecting the air transport industry. Other factors, some of them unforeseeable, could also
affect the demand for our services to this industry. Factors that could cause a downturn in the energy industry
include a decline in general economic conditions, changes in political stability in the Middle East and other oil
producing regions, and government regulations affecting the energy sector. There are other factors that have
affected demand for our services or may affect it in the future, such as the fate of a major corporation in the
energy industry. Demand for our services from some parts of the commercial air transport industry and
transaction-related work in the energy industry has, in fact, dropped during the current economic downturn.

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

The calculation of backlog is highly subjective and is subject to numerous uncertainties and estimates, and

there can be no assurance that we will in fact receive the amounts we have included in our backlog. Our
assessment of a contract’s potential value is based on factors such as the amount of revenue we have recently
recognized on that contract, our experience in utilizing contract capacity on similar types of contracts, and our
professional judgment. In the case of contracts that may be renewed at the option of the client, we generally
calculate backlog by assuming that the client will exercise all of its renewal options; however, the client may
elect not to exercise its renewal options. In addition, federal contracts rely on congressional appropriation of
funding, which is typically provided only partially at any point during the term of federal contracts, and all or
some of the work to be performed under a contract may require future appropriations by Congress and the
subsequent allocation of funding by the procuring agency to the contract. Our estimate of the portion of backlog
that we expect to recognize as revenue in any future period is likely to be inaccurate because the receipt and
timing of this revenue often depends on subsequent appropriation and allocation of funding and is subject to
various contingencies, such as timing of task orders and delivery orders, many of which are beyond our control.
In addition, we may never receive revenue from some of the engagements that are included in our backlog, and
this risk is greater with respect to unfunded backlog and backlog related to IDIQ contracts. Further, the actual
receipt of revenue on engagements included in backlog may never occur or the amount or timing of such revenue
may change because client priorities could change, a program or project schedule could change, the program or
project could be canceled, the government agency or other client could elect not to exercise renewal options
under a contract or could select other contractors to perform services, or a contract could be reduced, modified,
or terminated. Although we adjust our backlog periodically to reflect modifications to or renewals of existing
contracts, awards of new contracts, or approvals of expenditures, if we fail to realize revenue corresponding to
our backlog, our revenue and operating results could be materially adversely affected.

Because much of our work is performed under task orders, delivery orders, and short-term assignments,
we are exposed to the risk of not having sufficient work for our staff, which can affect revenue and profit.

We perform some of our work under short-term contracts. Even under many of our longer-term contracts,

we perform much of our work under individual task orders and delivery orders, many of which are awarded on a
competitive basis. If we cannot obtain new work in a timely fashion, whether through new contracts, task orders,
or delivery orders, modifications to existing contracts, task orders, or delivery orders, or otherwise, we may not
be able to keep our staff profitably utilized. It is difficult to predict when such new work or modifications will be
obtained. Moreover, we need to manage our staff utilization carefully to ensure that those with appropriate
qualifications are available when needed and that staff do not have excessive down-time when working on
multiple projects, or as projects are beginning or nearing completion. There can be no assurance that we can
profitably manage the utilization of our staff. In the short run, our costs are relatively fixed, so sub-optimal staff
utilization hurts revenue, profit, and operating results.

Loss of key members of our senior operating leadership team could impair our relationships with clients
and disrupt the management of our business.

Although the depth of our organization has grown in recent years, we believe that our success depends on
the continued contributions of the members of our senior operating leadership. We rely on our senior leadership
to generate business and manage and execute projects and programs successfully. In addition, the relationships
and reputation that many members of our operating leadership team have established and maintain with client
personnel contribute to our ability to maintain good client relations and identify new business opportunities.
Apart from our most senior executive officers, we do not generally have agreements with members of our
operating leadership providing for a specific term of employment. The loss or rumored loss of any member of
our senior operating leadership could adversely affect our stock price.

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If we fail to attract and retain skilled employees, we will not be able to continue to win new work, staff
engagements, and sustain our profit margins and revenue growth.

We must continue to hire significant numbers of highly qualified individuals who have technical skills and

who work well with our clients. These employees are in great demand and are likely to remain a limited resource
for the foreseeable future. If we are unable to recruit and retain a sufficient number of these employees, our
ability to staff engagements and to maintain and grow our business could be limited. In such a case, we may be
unable to win or perform contracts, and we could be required to engage larger numbers of subcontractor
personnel, any of which could adversely affect our revenue, profit, operating results, and reputation. We could
even default under one or more contracts for failure to perform properly in a timely fashion, which could expose
us to additional liability and further harm our reputation and ability to compete for future contracts. In addition,
some of our contracts contain provisions requiring us to commit to staff an engagement with personnel the client
considers key to our successful performance under the contract. In the event we are unable to provide these key
personnel or acceptable substitutes, or otherwise staff our work, the client may reduce the size and scope of our
engagement under a contract or terminate it, and our revenue and operating results may suffer.

Growing through acquisitions is a key element of our business strategy, and we are constantly reviewing
acquisition opportunities. These activities may involve significant costs, be disruptive, or not be successful.
These activities will divert the attention of management from existing operations and initiatives.

One of our principal growth strategies is to make selective acquisitions. We believe pursuing acquisitions

actively is necessary for a public company of our size in our business. As a result, at any given time, we may be
evaluating several acquisition opportunities. We may also have outstanding, at any time, one or more expressions
of interest, agreements in principle, letters of intent, or similar agreements regarding potential acquisitions, which
are subject to completion of due diligence and other significant conditions, as well as confidentiality agreements
with potential acquisition targets. Our experience has been that potential acquisition targets demand
confidentiality as a matter of course and allow relatively little due diligence before entering into a preliminary
agreement in principle. We insist on including due diligence and other conditions in such preliminary agreements
and engage in due diligence prior to executing definitive agreements regarding potential acquisitions. We find
that potential acquisitions subject to preliminary agreements in principle often are not consummated, or are
consummated on terms materially different than those to which the parties initially agreed. Accordingly, our
normal practice is not to disclose potential acquisitions until definitive agreements are executed and, in some
cases, material conditions precedent are satisfied.

When we are able to identify an appropriate acquisition candidate, we may not be able to negotiate the price

and other terms of the acquisition successfully or finance the acquisition on terms satisfactory to us. Our
out-of-pocket expenses in identifying, researching, and negotiating potential acquisitions has been and will likely
continue to be significant, even if we do not ultimately acquire identified businesses. In addition, negotiations of
potential acquisitions and the integration of acquired business operations divert management attention away from
day-to-day operations and may reduce staff utilization and adversely affect our revenue and operating results.

When we undertake acquisitions, they may present integration challenges, fail to perform as expected,
increase our liabilities, and/or reduce our earnings.

When we complete acquisitions, it may be difficult and costly to integrate the acquired businesses due to

differences in the locations of personnel and facilities, differences in corporate cultures, disparate business
models, or other reasons. If we are unable to integrate companies we acquire successfully, our revenue and
operating results could suffer. In addition, we may not be successful in achieving the anticipated cost efficiencies
and synergies from these acquisitions, which could include offering our services to existing clients of acquired
companies or offering the services of acquired companies to our existing clients to increase our revenue and
profit. In fact, our costs for managerial, operational, financial, and administrative systems may increase and be
higher than anticipated. We may also experience attrition, including key employees of acquired and existing
businesses, during and following integration of an acquired business into our Company. We could also lose

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business during any transition, whether related to this attrition or caused by other factors. Any attrition or loss of
business could adversely affect our future revenue and operating results and prevent us from achieving the
anticipated benefits of the acquisition. In addition, acquisitions of businesses or other material operations may
require additional debt or equity financing or both, resulting in additional leverage or dilution of ownership, or
both.

Businesses we acquire may have liabilities or adverse operating issues, or both, that we fail to discover

through due diligence or the extent of which we underestimate prior to the acquisition. These liabilities and/or
issues may include failure to comply with, or other violations of, applicable laws, rules, or regulations or
contractual or other obligations or liabilities. We, as the successor owner, may be financially responsible for, and
may suffer harm to our reputation and otherwise be adversely affected by, such liabilities and/or issues. An
acquired business also may have problems with internal controls over financial reporting, which could in turn
lead us to have significant deficiencies or material weaknesses in our own internal controls over financial
reporting. These and any other costs, liabilities, issues, and/or disruptions associated with any of our past
acquisitions or any future acquisitions could harm our operating results.

As a result of our acquisitions, we have substantial amounts of goodwill and intangible assets, and changes
in business conditions could cause these assets to become impaired, requiring substantial write-downs that
would adversely affect our operating results.

All of our acquisitions have been accounted for as purchases and involved purchase prices well in excess of
tangible asset values, resulting in the creation of a significant amount of goodwill and other intangible assets. As
of December 31, 2009, goodwill and purchased intangibles accounted for approximately $323.5 million and
$38.5 million, or approximately 55.6% and 6.6%, respectively, of our total assets. We plan to continue acquiring
businesses if and when opportunities arise, further increasing these amounts. Under generally accepted
accounting principles, we do not amortize goodwill and intangible assets acquired in a purchase business
combination that are determined to have indefinite useful lives, but instead review them annually (or more
frequently if impairment indicators arise) for impairment. Although we have to date determined that such assets
have not been impaired, additional acquisitions and the current economic conditions could make impairment
more likely in the future. To the extent that we determine that such an asset has been impaired, we will write
down its carrying value on our balance sheet and book an impairment charge in our statement of earnings.

We amortize intangible assets with estimable useful lives over such lives and review them for impairment.
If, as a result of acquisitions or otherwise, the amount of intangible assets being amortized increases, so will our
depreciation and amortization charges in future periods.

We face intense competition from many firms that have greater resources than we do, as well as from
smaller firms that have narrower service offerings and serve niche markets. This competition could result
in price reductions, reduced profitability, and loss of market share.

We operate in highly competitive markets and generally encounter intense competition to win contracts,
task orders, and delivery orders. If we are unable to compete successfully for new business, our revenue and
operating margins may decline. Many of our competitors are larger and have greater financial, technical,
marketing, and public relations resources, larger client bases, and greater brand or name recognition than we do.
We also have numerous smaller competitors, many of which have narrower service offerings and serve niche
markets. Our competitors may be able to compete more effectively for contracts and offer lower prices to clients,
causing us to lose contracts, as well as lowering our profit or even causing us to suffer losses on contracts that we
do win. Some of our subcontractors are also competitors, and some of them may in the future secure positions as
prime contractors, which could deprive us of work we might otherwise have won under such contracts. On
contracts where we are a subcontractor, the prime contractors or our teaming partners may also deprive us of
work we might otherwise have performed. Our competitors may be able to provide clients with different and
greater capabilities and benefits than we can provide in areas such as technical qualifications, past performance

24

on relevant contracts, geographic presence, ability to keep pace with the changing demands of clients, and the
availability of key personnel. Our competitors also have established or may establish relationships among
themselves or with others, or may, through mergers and acquisitions, increase their ability to address client
needs. Accordingly, it is possible that new competitors or alliances among competitors may emerge. In addition,
our competitors may also be able to offer higher prices for acquisition candidates, which could harm our strategy
of growing through selected acquisitions.

We derive significant revenue and profit from contracts awarded through a competitive bidding process,
which can impose substantial costs on us, and we will lose revenue and profit if we fail to compete
effectively.

We derive significant revenue and profit from contracts that are awarded through a competitive bidding

process. We expect that most of the government business we seek in the foreseeable future will be awarded
through competitive bidding. Competitive bidding imposes substantial costs and presents a number of risks,
including:

•

•

•

the substantial cost and managerial time and effort that we spend to prepare bids and proposals for
contracts that may or may not be awarded to us;

the need to estimate accurately the resources and costs that will be required to service any contracts we
are awarded, sometimes in advance of the final determination of their full scope;

the expense and delay that may arise if our competitors protest or challenge awards made to us
pursuant to competitive bidding, and the risk that such protests or challenges could result in the
requirement to resubmit bids, and in the termination, reduction, or modification of the awarded
contracts; and

•

the opportunity cost of not bidding on and winning other contracts we might otherwise pursue.

To the extent we engage in competitive bidding and are unable to win particular contracts, we not only incur

substantial costs in the bidding process that negatively affect our operating results, but we may lose the
opportunity to operate in the market for the services provided under those contracts for a number of years. Even
if we win a particular contract through competitive bidding, our profit margins may be depressed or we may even
suffer losses as a result of the costs incurred through the bidding process and the need to lower our prices to
overcome competition.

We may lose money on some contracts if we underestimate the resources we need to perform under them.

We provide services to clients primarily under three types of contracts: time-and-materials contracts; cost-

based contracts; and fixed-price contracts. In 2009, we derived approximately 51%, 20%, and 29%, of our
revenue from time-and-materials, cost-based, and fixed-based contracts, respectively. For 2008, the
corresponding percentages were approximately 67%, 11%, and 22%, respectively. For 2007, the corresponding
percentages were approximately 55%, 9%, and 36%, respectively. Each of these types of contracts, to differing
degrees, involves the risk that we could underestimate our cost of fulfilling the contract, which may reduce the
profit we earn or lead to a financial loss on the contract, which would adversely affect our operating results.

• Under time-and-materials contracts, we are paid for labor at negotiated hourly billing rates and for
certain expenses, and we assume the risk that our costs of performance may exceed the negotiated
hourly rates.

• Under our cost-based contracts, which frequently cap many of the various types of costs we can charge
and which impose overall and individual task order or delivery order ceilings, we are reimbursed for
certain costs incurred, which must be allowable and at or below the caps under the terms of the contract
and applicable regulations. If we incur unallowable costs in the performance of a contract, the client
will not reimburse those costs, and if our allowable costs exceed any of the applicable caps or ceilings,

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we will not be able to recover those costs. Under some cost-based contracts, we receive no fees. Our
acquisition of Macro substantially increased the proportion of our work that is cost-based.

• Under fixed-price contracts, we perform specific tasks for a set price. Compared to cost-plus-fee

contracts and time-and-materials contracts, fixed-price contracts involve greater financial risk because
we bear the full impact of cost overruns.

In order to determine the appropriate revenue to recognize on our contracts in each accounting period, we
must use judgment relative to assessing risks, estimating contract revenue and costs, and making assumptions for
schedule and technical issues. From time to time, facts develop that require us to revise our estimated total costs
and revenue on a contract. To the extent that a revised estimate affects contract profit or revenue previously
recognized, we record the cumulative effect of the revision in the period in which the facts requiring the revision
become known. Provision for the full amount of an anticipated loss on any type of contract is recognized in the
period in which it becomes probable and can be reasonably estimated. As a result, our operating results could be
affected by revisions to prior accounting estimates. See “Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Description of Critical Accounting Policies—Revenue Recognition.”

Our operating margins and operating results may suffer if cost-based contracts increase in proportion to
our total contract mix.

Our clients typically determine which type of contract will be awarded to us. In the past, cost-based

contracts have been the least profitable of our contract types. To the extent that we enter into more or larger cost-
based contracts in proportion to our total contract mix, our indirect rates change for any reason, or we acquire
companies with a large volume of cost-based contracts, our operating margins and operating results may suffer.
We do not know how, if at all, our contract mix or our indirect rates will change in the future. Our acquisition of
Macro substantially increased the proportion of our work that is cost-based.

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

We have offices in London, Moscow, New Delhi, Rio de Janeiro, Toronto, and Beijing. We also perform

work in other foreign countries, some of which have a history of political instability or may expose our
employees and subcontractors to physical danger, and we expect to continue to expand our international
operations and offices. One element of our strategy to improve our competitiveness is to perform some of our
work in countries with lower cost structures, such as India. There can be no assurance, however, that this strategy
will be successful. Moreover, this particular element of our strategy could create problems for our ability to
compete for U.S. federal, state, or local government contracts, to the extent that the client agencies prefer or
mandate that work under their contracts be executed in the United States or by U.S. citizens. In addition,
expansion into new geographic regions requires considerable management and financial resources, the
expenditure of which may negatively impact our results, and we may never see any return on our investment.
Moreover, we are required to comply with the U.S. Foreign Corrupt Practices Act (“FCPA”), which generally
prevents making payments or offers of payments to foreign officials, foreign political parties, or candidates for
foreign political office, in order to obtain or retain business. Some of our competitors may not be subject to
FCPA restrictions. Our operations are subject to risks associated with operating in, and selling to and in, foreign
countries, including, but not limited to, those listed elsewhere in this “Risk Factors” section and:

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compliance with the laws, regulations, policies, legal standards, and enforcement mechanisms of the
United States and the other countries in which we operate, which are sometimes inconsistent;

currency fluctuations and devaluations and limitations on the conversion of foreign currencies into U.S.
dollars;

recessions, depressions, inflation, hyperinflation, price controls, strikes, and political and economic
instability;

rapid changes in and high interest rates;

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restrictions on the ability to repatriate profits to the United States or otherwise move funds;

potential personal injury to personnel who may be exposed to military conflicts and other hostile
situations in foreign countries, including Afghanistan and Iraq;

civil disturbances, terrorist activities, acts of war, natural disasters, epidemics, pandemics, and other
catastrophic events;

expropriation and nationalization of our assets or those of our subcontractors, and other inabilities to
protect our property rights;

difficulties in managing and staffing foreign operations, dealing with differing local business cultures
and practices, and collecting accounts receivable;

longer sales cycles;

confiscatory taxes and other adverse tax consequences;

tariffs, duties, import and export controls, and other trade barriers; and/or

investment and other restrictions and requirements by United States and foreign governments,
including activities that disrupt markets; restrict payments; or limit, change, or deprive us of the ability
to enforce contracts or obtain and retain licenses and other rights necessary to conduct our business.

Any or all of these factors could, directly or indirectly, adversely affect our international and domestic operations
and our overall revenue, profit, and operating results.

Systems or service failures could interrupt our operations, leading to reduced revenue and profit.

Any interruption in our operations or any systems failures, including, but not limited to: (i) inability of our

staff to perform their work in a timely fashion, whether caused by limited access to, or closure of, our or our
clients’ offices or otherwise; (ii) failure of network, software, or hardware systems; and (iii) other interruptions
and failures, whether caused by us, subcontractors, team members, third-party service providers, unauthorized
intruders or hackers, computer viruses, natural disasters, power shortages, terrorist attacks, or otherwise, could
cause loss of data and interruptions or delays in our business or that of our clients, or both. In addition, failure or
disruption of mail, communications, or utilities could cause an interruption or suspension of our operations or
otherwise harm our business.

If we fail to meet client expectations or otherwise fail to perform our contracts properly, the value of our
stock could decrease.

We could lose revenue, profit, and clients, and be exposed to liability if we have disagreements with our

clients or fail to meet their expectations. We create, implement, and maintain solutions that are often critical to
our clients’ operations, and the needs of our clients are rapidly changing. Our ability to secure new work and hire
and retain qualified staff depends heavily on our overall reputation, as well as the individual reputations of our
staff members. Perceived poor performance on even a single contract could seriously impair our ability to secure
new work and hire and retain qualified staff. In addition, we have experienced, and may experience in the future,
some systems and service failures, schedule or delivery delays, and other problems in connection with our work.

Moreover, a failure by one or more of our subcontractors to perform satisfactorily the agreed-upon services on
a timely basis may compromise our ability to perform our obligations as a prime contractor. In some cases, we have
limited involvement in the work performed by subcontractors and may have exposure as a result of problems caused
by subcontractors. In addition, we may have disputes with our subcontractors that could impair our ability to
execute our contracts as required and could otherwise increase our costs. Such disputes and problems with
subcontractors could, among other things, cause us to lose future contracts, suffer negative publicity, or otherwise
incur liability for performance deficiencies we did not create. In turn, these negative outcomes could have a material
adverse effect upon our operations, our financial performance, and the value of our stock.

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Our failure to obtain and maintain necessary security clearances may limit our ability to perform
classified work for federal clients, which could cause us to lose business.

Some federal contracts require us to maintain facility security clearances and require some of our employees

to maintain individual security clearances. The federal government has the right to grant and terminate such
clearances. If our employees lose or are unable to obtain needed security clearances in a timely manner, or we
lose or are unable to obtain a needed facility clearance in a timely manner, federal clients can limit our work
under or terminate some contracts. To the extent we cannot obtain the required facility clearances or security
clearances for our employees or we fail to obtain them on a timely basis, we may not derive our anticipated
revenue and profit, which could harm our operating results. In addition, a security breach relating to any
classified or sensitive but unclassified information entrusted to us could cause serious harm to our business,
damage our reputation, and result in a loss of our facility or individual employee security clearances.

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

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

arrangements in which we and other contractors jointly bid on particular contracts, projects, or programs. Our
revenue as a subcontractor was approximately 15%, 10%, and 6% of our revenue for 2009, 2008, and 2007,
respectively. As a subcontractor or team member, we often lack control over fulfillment of a contract, and poor
performance on the contract could tarnish our reputation, result in a reduction of the amount of our work under or
termination of that contract or other contracts, and cause us not to obtain future work, even when we perform as
required. We expect to continue to depend on relationships with other contractors for a portion of our revenue
and profit in the foreseeable future. Moreover, our revenue and operating results could be materially and
adversely affected if any prime contractor or teammate does not pay our invoices in a timely fashion, chooses to
offer products or services of the type that we provide, teams with other companies to provide such products or
services, or otherwise reduces its reliance upon us for such products or services.

The diversity of the services we provide and the clients we serve may create actual, potential, and
perceived conflicts of interest and conflicts of business that limit our growth and lead to liability for us.

Because we provide services to a wide array of both government and commercial clients, occasions arise
where, due to actual, potential, or perceived conflicts of interest or business conflicts, we cannot perform work
for which we are qualified. A number of our contracts contain limitations on the work we can perform for others,
such as, for example, when we are assisting a government agency or department in developing regulations or
enforcement strategies. Our internal procedure requires that, whenever a project we are pursuing may pose a
conflict of interest, our Conflict of Interest Manager, or COI Manager, is notified prior to initiation of work. The
COI Manager is then responsible for determining the extent of any possible conflict. As a result of these actions,
we may determine that no actual or potential conflict is likely and pursuit of the project should proceed, the
likelihood of actual or potential conflict is sufficiently great that we should not pursue the project at all, or there
is an actual or potential conflict of interest that can be mitigated by an appropriately fashioned mitigation plan,
which must then be created, approved by the client, and implemented. In addition, our managers work with each
other to identify and resolve any potential conflicts of business. However, there can be no assurance that these
processes will work properly. Actual, potential, and perceived conflicts limit the work we can do and,
consequently, can limit our growth, adversely affect our operating results, and reduce the value of our Company.
In addition, if we fail to address actual or potential conflicts properly or even if we simply fail to recognize a
perceived conflict, we may be in violation of our existing contracts, may otherwise incur liability, and may lose
future business for not preventing the conflict from arising, and our reputation may suffer. As we grow and
further diversify our service offerings, client base, and geographic reach, actual, potential, and perceived
conflicts will increase, further adversely affecting our operating results.

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We sometimes incur costs before a contract is executed or appropriately modified. To the extent a suitable
contract or modification is not subsequently signed or we are not paid for our work, our revenue and
profit will be reduced.

When circumstances warrant, we sometimes incur expenses and perform work without a signed contract or
appropriate modification to an existing contract to cover such expenses or work. When we do so, we are working
“at-risk,” and there is a chance that the subsequent contract or modification will not ensue, or if it does, that it
will not allow us to be paid for expenses already incurred, work already performed, or both. In such cases, we
have generally been successful in obtaining the required contract or modification, but any failure to do so in the
future could affect our operating results.

As we develop new services, new clients, and new practices, enter new lines of business, and focus more of
our business on providing implementation and improvement services rather than advisory services, our
risk of making costly mistakes increases.

We currently assist our clients both in advisory capacities and by helping them implement and improve
solutions to their problems. As part of our corporate strategy, we are attempting to sell more services relating to
implementation and improvement, and we are regularly searching for ways to provide new services to clients. In
addition, we plan to extend our services to new clients, into new practice areas, into new lines of business, and
into new geographic locations. As we change our focus toward implementation and improvement; attempt to
develop new services, new clients, new practice areas, and new lines of business; open new offices; and do
business in new geographic locations, those efforts could harm our results of operations and could be
unsuccessful.

Efforts involving a different focus, new services, new clients, new practice areas, new lines of business, new

offices, or new geographic locations entail inherent risks associated with inexperience and competition from
other participants in those areas. Our inexperience may result in costly decisions that could harm our profit and
operating results. In particular, implementation services often relate to development and implementation of
critical infrastructure or operating systems that our clients view as “mission critical,” and if we fail to satisfy the
needs of our clients in providing these services, our clients could incur significant costs and losses for which they
could seek compensation from us.

Claims in excess of our insurance coverage could harm our business and financial results.

When entering into contracts with commercial clients, we attempt, where feasible and appropriate, to
negotiate indemnification protection from our clients, as well as monetary limitation of liability for professional
acts, errors, and omissions, but it is not always possible to do so. In addition, we cannot be sure that these
contractual provisions will protect us from liability for damages if action is taken against us. Claims against us,
both under our client contracts and otherwise, have arisen in the past, exist currently, and will arise in the future.
These claims include actions by employees, clients, and others. Some of the work we do, for example, in the
environmental area, is potentially hazardous to our employees, our clients, and others, and they may suffer
damage because of our actions or inaction. We have various policies and programs in the environmental, health,
and safety area, but they may not prevent harm to employees, clients, and others. Our insurance coverage may
not be sufficient to cover all the claims against us, insurance may not continue to be available on commercially
reasonable terms in sufficient amounts to cover such claims, or at all, and our insurers may disclaim coverage as
to any or all such claims and otherwise may be unwilling or unable to cover such claims. The successful assertion
of any claim or combination of claims against us could seriously harm our business. Even if not successful, such
claims could result in significant legal and other costs, harm our reputation, and be a distraction to management.

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We depend on our intellectual property and our failure to protect it could enable competitors to market
services and products with similar features, which may reduce demand for our services and products.

Our success depends in part upon our internally developed technology and models, proprietary processes,
and other intellectual property that we utilize to provide our services and incorporate in our products. If we are
unable to protect our intellectual property, our competitors could market services or products similar to our
services and products, which could reduce demand for our offerings. Federal clients typically retain a perpetual,
world-wide, royalty-free right to use the intellectual property we develop for them in a manner defined within the
federal regulations, including providing it to other federal agencies or departments, as well as to our competitors
in connection with their performance of federal contracts. When necessary, we seek authorization to use
intellectual property developed for the federal government or to secure export authorization. Federal clients may
grant us the right to commercialize software developed with federal funding, but they are not required to do so.
In any event, if we were to use improperly intellectual property without permission that was even partially
funded by the federal government, the government could seek damages and royalties from us, sanction us, and
prevent us from working on future federal contracts. Similar actions could be taken against us if we improperly
use intellectual property belonging to other clients.

We may be unable to prevent unauthorized parties from copying or otherwise obtaining and using our
technology and models. Policing unauthorized use of our technology and models is difficult, and we may not be
able to prevent misappropriation, particularly in foreign countries where the laws, and enforcement of those laws,
may not protect our intellectual property as fully as those in the United States. Others, including our employees,
may compromise the trade secrets and other intellectual property that we own. Although we require our
employees to execute non-disclosure and intellectual property assignment agreements, these agreements may not
be legally or practically sufficient to protect our rights. Litigation may be necessary to enforce our intellectual
property rights, protect our trade secrets, and determine the validity and scope of our proprietary rights and the
proprietary rights of others. Any litigation could result in substantial costs and diversion of resources, with no
assurance of success.

In addition, we need to invest in our intellectual property regularly to maintain it, keep it up to date, and
improve it. There can be no assurance that we will be able to do so in a timely manner, effectively, efficiently, or
at all. To the extent we do not maintain and improve our intellectual property and keep it up to date, our
reputation may be damaged, we may lose business, and we may subject the Company to costly claims that we
have failed to perform our services properly.

We may be harmed by intellectual property infringement claims.

We may become subject to claims from our employees and others who assert that intellectual property we
use in delivering services and business solutions to our clients infringes upon their intellectual property rights.
Our employees develop much of the intellectual property that we use to provide our services and business
solutions to our clients, but we also engage others to assist us and we license technology from other vendors. If
our vendors, employees, or others assert claims that we or our clients are infringing on their intellectual property,
we could incur substantial costs to defend those claims, even if we prevail. In addition, if any of these
infringement claims are ultimately successful, we could be required to:

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pay substantial damages;

cease selling and using services and products that incorporate the challenged intellectual property;

obtain a license or additional licenses from our vendors or others, which may not be available on
commercially reasonable terms or at all; and/or

redesign our services and products that rely on the challenged intellectual property, which may be very
expensive or commercially impractical.

Any of these outcomes could further adversely affect our operating results.

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Our business will be negatively affected if we are not able to anticipate and keep pace with rapid changes
in technology or if growth in technology use by our clients is not as rapid as in the past.

Our success depends, partly, on our ability to develop and implement technology services and solutions that

anticipate and keep pace with rapid and continuing changes in technology, industry standards, and client
preferences. We may not be successful in anticipating or responding to these developments on a timely basis, and
our offerings may not be successful in the marketplace. In addition, the costs we incur in anticipation or response
may be substantial and may be greater than we expect, and we may never recover these costs. Also, our clients
and potential clients may slow the growth in their use of technology, or technologies developed by our
competitors may make our service or solution offerings uncompetitive or obsolete. Any one of these
circumstances could have a material adverse effect on our revenue or profits or ability to obtain and complete
client engagements successfully.

Moreover, we use technology-enabled tools to differentiate us from our competitors and facilitate our
service offerings that do not require the delivery of technology services or solutions. If we fail to keep these tools
current and useful, our ability to sell and deliver our services could suffer, and so could our operating results.

RISKS RELATED TO OUR CAPITAL STRUCTURE

Our stock price is volatile and could decline.

The stock market in general has been highly volatile, as has the market price of our common stock. The

market price of our common stock is likely to continue to be volatile, and investors in our common stock may
experience a decrease in the value of their stock, including decreases unrelated to our operating performance or
prospects. The price of our common stock could be subject to wide fluctuations in response to a number of
factors, including those listed elsewhere in this “Risk Factors” section and others, such as:

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statements or actions by clients, government officials (even if they are not our clients), securities
analysts, or others;

changes in analysts’ recommendations or projections;

differences between our actual financial or operating results and those expected by investors or
analysts;

failure by Congress or other governmental authorities to approve budgets in a timely fashion;

federal or state government or other clients’ priorities or spending, both generally or by our particular
clients;

changes in general economic or market conditions;

• military or other actions related to international conflicts, wars, or otherwise;

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changes or perceived changes in the professional services industry in general or the government
services industry in particular;

strategic decisions by us or our competitors, such as acquisitions, consolidations, divestments, spin-
offs, joint ventures, strategic investments, or changes in business strategy;

the operating results of other companies in our industry;

the liquidity of our stock;

commencement, completion, or termination of contracts, any of which can cause us to incur significant
expenses without corresponding payments or revenue, during any particular quarter;

changes in our staff utilization rates, which can be caused by various factors outside our control,
including inclement weather that prevents our staff from traveling to work sites;

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timing of significant costs or investments, such as bid and proposal costs or the costs involved in
planning, making, or integrating acquisitions;

variations in purchasing patterns under our contracts; and/or

our contract mix or the extent we use subcontractors, or changes in either.

In the past, securities class action litigation has often been instituted against companies following periods of
volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s
attention and resources.

Additional shares of our common stock could be offered or distributed in the future, which could cause
our common stock price to decline significantly.

On September 14, 2009, we filed a shelf registration statement on Form S-3, which the SEC declared
effective on September 29, 2009. Pursuant to that registration statement, we may issue shares of our common
stock having an aggregate value up to $200 million, and CM Equity Partners, L.P. and its affiliated partnerships
(“CMEP”) may sell any or all of the stock they own. In December 2009, we sold approximately $87.6 million of
the $200 million in securities available to be offered by us pursuant to that registration statement.

Our common stock price might decline as a result of sales of shares pursuant to subsequent offerings of

shares registered by that shelf registration statement. We also may issue common or preferred equity in the
future, in addition to shares of common stock sold under our shelf registration statement, in connection with the
acquisition of businesses or assets, to further reduce outstanding debt, or for general corporate purposes, and we
expect to continue to offer shares of our common stock to our employees and directors. If we issue new equity
securities in addition to those registered by our shelf registration statement, our stock price might decline as a
result, and holders of any new preferred equity securities may have rights, preferences, and privileges senior to
those of holders of our common stock.

In addition, CMEP has made four distributions of our common stock held by CMEP to its limited partners,
which shares then became available for sale by its limited partners, as follows: approximately 1.4 million shares
on November 19, 2008; approximately 1.2 million shares on April 24, 2009; 1.5 million shares on June 30, 2009;
and approximately 1.6 million shares on October 6, 2009, for a total of approximately 5.7 million shares. Sales of
such shares by the limited partners might cause our common stock price to decline and might make it more
difficult for us to sell equity or equity-related securities in the future at a time and price that we deem
appropriate. We do not control the actions of CMEP and do not control the actions of its limited partners. We
cannot predict if, or when, CMEP will make any further distributions from or sell any or all of the remaining
approximately 8.1% of our outstanding common stock that it owned as of December 31, 2009, or if, or when, the
CMEP limited partners will sell any or all of the shares distributed to them, or the impact any such distribution or
sale of stock may have on our share price.

Some members of our board of directors may have conflicts of interest that could hinder our ability to
make acquisitions.

One of our principal growth strategies is to make selective acquisitions. CMEP sponsors private equity funds,

some of which are focused on investments in, among other things, businesses in the federal services sector. Our
directors Peter M. Schulte and Joel R. Jacks are principals of CMEP. In addition, Messrs. Schulte and Jacks, as well
as our director Dr. Edward H. Bersoff, are directors of ATS Corporation (“ATS”), a federal information technology
services provider. Dr. Bersoff also serves as the President and Chief Executive Officer of ATS. It is possible that
CMEP, its related funds, or ATS could be interested in acquiring businesses that we would also be interested in
acquiring, and that these relationships could hinder our ability to carry out our acquisition strategy. In the event this
situation arises in the future, we plan to refer the matter to independent members of our board of directors who are
neither members of management nor affiliated with either CMEP or ATS.

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We do not intend to pay dividends.

We intend to retain our earnings, if any, and we do not anticipate cash dividends on our stock in the
foreseeable future. In addition, existing financing arrangements prohibit us from paying such dividends. This
lack of dividends may make our stock less attractive to investors.

Provisions of our charter documents and Delaware law may inhibit potential acquisition bids and other
actions that you and other stockholders may consider favorable, and the market price of our common
stock may be lower as a result.

Certain provisions in our amended and restated certificate of incorporation and amended and restated

bylaws make it more difficult for a third party to acquire, or attempt to acquire, control of our Company, even if a
change in control were considered favorable by you and other stockholders. For example, our board of directors
has the authority to issue up to 5,000,000 shares of preferred stock. The board of directors can fix the price,
rights, preferences, privileges, and restrictions of the preferred stock without any further vote or action by our
stockholders. The issuance of shares of preferred stock may delay or prevent a change-in-control transaction. As
a result, the market price of our common stock and the voting and other rights of our stockholders may be
adversely affected. This issuance of shares of preferred stock may result in the loss of voting control to other
stockholders.

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

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divide our board of directors into three classes, making it more difficult for stockholders to change the
composition of the board;

allow directors to be removed only for cause;

do not permit our stockholders to call a special meeting of the stockholders;

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

require our stockholders to comply with advance notice procedures to nominate candidates for election
to our board of directors or to place stockholders’ proposals on the agenda for consideration at
stockholder meetings; and

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

In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General

Corporation Law, which regulates corporate acquisitions. These provisions could discourage potential acquisition
proposals; delay or prevent a change-in-control transaction; discourage others from making tender offers for our
common stock; and/or prevent changes in our management.

We indemnify our officers and members of the board of directors under certain circumstances. Such
provisions may discourage stockholders from bringing a lawsuit against officers and directors for breaches of
fiduciary duty and may also reduce the likelihood of derivative litigation against officers and directors even
though such action, if successful, might otherwise have benefited you and other stockholders. In addition, your
investment in our stock may be adversely affected to the extent that we pay the costs of settlement and damage
awards against our officers or directors pursuant to such provisions.

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If you invest in our common stock, you could experience substantial dilution.

Since our IPO through December 31, 2009, the price of our common stock has been substantially higher
than the net tangible book value per share of our outstanding common stock. In addition, we have offered, and
we expect to continue to offer, stock to our employees and directors. Such stock may be offered to our employees
and directors at prices below the then current market prices. Our employee stock purchase plan allows employees
to purchase our stock at a discount to the market price. Most options issued in the past have had per-share
exercise prices below the recent price of our stock. As of December 31, 2009, there were 246,307 shares of
common stock issuable upon exercise of vested outstanding stock options at a weighted-average exercise price of
$10.45 per share, 66,579 options expected to vest at a weighted-average exercise price of $12.12 per share, and
470,914 restricted stock units expected to vest. Additional options may be granted to employees and directors in
the future at per-share exercise prices below the then current market prices.

In addition, we may be required, or could elect, to seek additional equity financing in the future or to issue

preferred or common stock to pay all or part of the purchase price for any businesses, products, technologies,
intellectual property, or other assets or rights we may acquire, to pay for a reduction, change, or elimination of
liabilities in the future, for general corporate purposes, or any other reason. If we issue new equity securities
under these circumstances, our stockholders may experience additional dilution and the holders of any new
equity securities may have rights, preferences, and privileges senior to those of the holders of our common stock.

We have incurred substantial amounts of debt in the past and expect to incur additional debt, which could
substantially reduce our profitability, limit our ability to pursue certain business opportunities, and reduce
the value of our stock.

As a result of our business activities and acquisitions, we have incurred substantial debt in the past, and we
expect to incur significant additional debt in the future. Such debt could increase the risks described herein and
lead to other risks. The amount of our debt could have important consequences for our stockholders, such as:

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our future ability to obtain additional financing for working capital, capital expenditures, product and
service development, acquisitions, general corporate purposes, and other purposes may be impaired;

a substantial portion of our cash flow from operations could be dedicated to the payment of the
principal and interest on our debt;

our vulnerability to economic downturns and rises in interest rates will be increased;

• we may be unable to comply with the terms of our financing agreements;

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our flexibility in planning for and reacting to changes in our business and the marketplace may be
limited; and/or

• we may be placed at a competitive disadvantage relative to other firms.

Servicing our debt in the future may require a significant amount of cash. Our ability to repay or refinance

our debt depends, among other things, on our successful financial and operating performance and the interest
rates on our debt. Our financial and operating performance and the interest rates we pay in turn depend on a
number of factors, many of which are beyond our control.

If our financial performance declines and we are unable to pay our debts, we will be required to pursue one

or more alternative strategies, such as selling assets, refinancing or restructuring indebtedness, and/or selling
additional stock, perhaps under unfavorable conditions. Any of these circumstances could adversely affect the
value of our stock.

Our continued success depends on our ability to raise capital on commercially reasonable terms when, and
in the amounts, needed. If additional financing is required, including refinancing existing debt, there can be no
assurances that we will be able to obtain such additional financing on terms acceptable to us and at the times

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required, if at all. In that case, we may be required to raise additional equity by issuing additional stock, alter our
business plan materially, curtail all or part of our business expansion plans, sell part or all of our business or
other assets, or be subject to actions such as bankruptcy or other financial restructuring in the event of default.
Any of these results could have a significant adverse effect on the value of our stock.

Our existing debt includes, and our future debt will include, covenants that restrict our activities and
create the risk of defaults, which could impair the value of our stock.

Our financing arrangements contain and will continue to contain a number of significant covenants that,

among other things, restrict our ability to dispose of assets; incur additional indebtedness; make capital
expenditures; pay dividends; create liens on assets; enter into leases, investments, and acquisitions; engage in
mergers and consolidations; and engage in certain transactions with affiliates; and otherwise restrict corporate
activities (including change of control and asset sale transactions).

In addition, our financing arrangements require us to maintain specified financial ratios and comply with

financial tests. At times in the past, we have not fulfilled these covenants, maintained these ratios, and/or
complied with the financial tests specified in our financial arrangements. At other times, we have only marginally
fulfilled these covenants, maintained these ratios, and/or complied with the financial tests. At the times when we
fail to fulfill or only marginally fulfill the requirements of debt covenants, our day-to-day business decisions may
be affected. For example, concern over satisfying debt restrictions and covenants might cause us to forego
contract bidding or acquisition opportunities or otherwise cause us to focus on short-term rather than long-term
results. There is no assurance that we will be able to fulfill our debt covenants, maintain these ratios, or comply
with these financial tests in the future.

Failure to comply with the restrictive covenants imposed by our financing arrangements, if not cured
through performance or an amendment of our financing arrangements, could result in a default. An amendment
of our financing arrangements could substantially adversely affect our revenue, profits, cash flows, and operating
results. In the event of a default, our lenders could, among other things: (i) declare all amounts borrowed to be
due and payable, together with accrued and unpaid interest; (ii) terminate their commitments to make further
loans; and/or (iii) proceed against the collateral securing obligations owed to them. In turn, such action by our
lenders could lead to the bankruptcy, insolvency, financial restructuring, and/or liquidation of our Company, any
of which would have a significant adverse effect on the value of our stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

We lease our offices and do not own any real estate. As of December 31, 2009, we leased approximately
220,000 square feet of office space at our corporate headquarters at 9300 Lee Highway, Fairfax, Virginia (in the
metropolitan Washington, D.C. area) and an adjoining building through October 2012 (the “Fairfax Offices”).
The Fairfax Offices house a portion of our operations and almost all of our corporate functions, including
executive management, treasury, accounting, legal, human resources, business and corporate development,
facilities management, information services, and contracts. As of January 2010, we added approximately 50,000
square feet to our Fairfax Offices (under a lease expiring in 2022). This additional space replaces approximately
50,000 square feet from a previously utilized nearby location. In addition to this approximately 50,000 square
feet, on March 8, 2010, we exercised an option for a new lease for the Fairfax Offices through 2022, which will
replace most of the current Fairfax Offices lease and add some space over the next four years. The new lease for
the Fairfax Offices will become effective on April 1, 2010. See also Item 9B of this Annual Report on
Form 10-K.

35

As of December 31, 2009, we have also leased approximately 700,000 square feet of office space in more

than 50 other office locations throughout the United States and around the world, with various lease terms
expiring over the next 10 years. As of December 31, 2009, approximately 20,000 square feet of the space we
lease was subleased to other parties. We believe that our current office space, together with the office space that
is the subject of our recently exercised lease option and other office space we expect to be able to lease, will meet
our needs for the next several years.

Lastly, a portion of our operations staff is housed at client-provided facilities, pursuant to the terms of a

number of our client contracts.

ITEM 3.

LEGAL PROCEEDINGS

We are involved in various legal matters and proceedings concerning matters arising in the ordinary course
of business. We currently believe that any ultimate liability arising out of these matters and proceedings will not
have a material adverse effect on our financial position, results of operations, or cash flows.

ITEM 4. RESERVED

36

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

On September 28, 2006, our common stock commenced trading on The NASDAQ Global Select Market

under the symbol “ICFI.” The high and low sales prices of our common stock for each quarter for the two years
2008 and 2009 are as follows:

Sales Price Per Share
(in dollars)

High

Low

2009 Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$30.94
$31.06
$28.75
$25.94
$24.82
$20.40
$21.47
$28.17

$23.74
$24.01
$22.57
$21.14
$15.51
$14.50
$14.90
$18.86

Holders

As of March 1, 2010, there were 78 registered holders of record of our common stock. This number is not
representative of the number of beneficial holders because many of the shares are held by depositories, brokers,
or nominees.

Dividends

We have neither declared nor paid any cash dividends on our common stock and presently intend to retain
our future earnings, if any, to fund the development and growth of our business. Therefore, we do not anticipate
paying cash dividends in the foreseeable future.

37

Stock Performance Graph

The following graph compares the cumulative total stockholder return on our common stock from

September 28, 2006 (the first day of trading in our common stock), through December 31, 2009, with the
cumulative total return on (i) the NASDAQ Composite, (ii) the Russell 2000 stock index, (iii) our previous peer
group, which we used for our Annual Report Form 10-K for the year 2008, composed of other government and
commercial service providers: CRA International, Inc.; Navigant Consulting, Inc.; SAIC, Inc.; and SRA
International, Inc., and (iv) a new peer group composed of other governmental and commercial service providers:
CACI International Inc; CRA International, Inc.; Dynamics Research Corporation; FTI Consulting, Inc.; Huron
Consulting Group Inc.; ManTech International Corporation; Navigant Consulting, Inc.; NCI, Inc.; SAIC, Inc.;
SRA International, Inc.; and Stanley, Inc. We have selected this new peer group because it encompasses a larger
number of peers and it better matches the companies to which a number of our analysts typically compare us.
The comparison below assumes that all dividends are reinvested and all returns are market-cap weighted. The
historical information set forth below is not necessarily indicative of future performance.

COMPARISON OF 39-MONTH CUMULATIVE TOTAL RETURN*
Among ICF International, Inc., The NASDAQ Composite Index, The Russell 2000 Index,
Previous Peer Group, and New Peer Group

$250

$200

$150

$100

$50

$0

9/06

12/06

12/07

12/08

12/09

ICF International, Inc.

NASDAQ Composite

Russell 2000

Previous Peer Group

New Peer Group

* $100 invested on 9/28/06 in stock or on 8/31/06 in index—including reinvestment of dividends.

Fiscal year ending December 31.

December 31,
2006

December 31,
2007

December 31,
2008

December 31,
2009

ICF International, Inc.
. . . . . . .
NASDAQ Composite . . . . . . . .
Russell 2000 Index . . . . . . . . . .
Previous Peer Group . . . . . . . . .
New Peer Group . . . . . . . . . . . .

$118.53
111.71
109.81
95.52
102.97

$206.20
121.40
108.09
94.05
126.11

$200.57
71.92
71.57
81.82
110.83

$218.78
103.72
91.02
80.64
103.23

38

Recent Sales of Unregistered Securities

During the three months ended December 31, 2009, we issued the following securities that were not

registered under the Securities Act of 1933, as amended (“Securities Act”). No underwriters were involved in the
following sales of securities.

(a) Issuances of Common Stock:

On October 1, 2009, we issued an aggregate 1,217 shares of unregistered common stock to three of our
directors in lieu of cash for director fee compensation, with an aggregate value of $35,828.

Each of these sales was made in reliance upon the exemption from the registration provisions of the

Securities Act, set forth in Section 4(2) thereof relative to sales by an issuer not involving any public offering and
the rules and regulations thereunder. The recipients of securities in each case acquired the securities for
investment only and not with a view to the distribution thereof. Each of the recipients of securities in these
transactions was an accredited or sophisticated person and had adequate access, through employment, business,
or other relationships, to information about us.

(b) Stock Option Grants/Exercises and Grants of Restricted Stock:

On November 10, 2009, we issued an aggregate 3,529 shares of restricted common stock to seven
directors valued at $101,953.

Each of these sales was made in reliance upon the exemption from the registration provisions of the
Securities Act, set forth in Rule 701 promulgated under the Securities Act, as the transactions were effected
under compensatory benefit plans and contracts relating to compensation as provided under Rule 701. The
recipients of these securities were our directors and received the securities under the ICF International, Inc. 2006
Long-Term Equity Incentive Plan, and no consideration other than the continued service by the director
recipients was received by us in connection with any of these issuances of securities. Each of the recipients of
securities in these transactions had adequate access, through employment, business, or other relationships, to
information about us.

Purchases of Equity Securities by Issuer

During the three months ended December 31, 2009, the Company purchased an aggregate of 92,034 shares

of common stock for a total of $2,642,899 in exchange for the payment of: (1) withholding taxes due upon the
vesting of restricted stock and the exercise of stock options, and (2) the exercise price of stock options that were
exercised. The average fair value of the common stock purchased was $28.72 per share.

The following table summarizes stock repurchases for the three months ended December 31, 2009:

Period

(a) Total
Number of
Shares
Purchased

(b) Average
Price Paid per
Share

(c) Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs

(d) Maximum Number (or
Approximate Dollar Value)
of Shares that May Yet Be
Purchased Under the
Plans or Programs

October 1 – October 31 . . . . . . . . . . . . . .
November 1 – November 30 . . . . . . . . . .
December 1 – December 31 . . . . . . . . . .

45,446
33,639
12,949

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

92,034

$29.98
28.48
24.90

$28.72

None
None
None

None

None
None
None

None

39

ITEM 6.

SELECTED FINANCIAL DATA

The following table presents selected historical financial data derived from our financial statements, the

related notes, and other Company information for each of the five years presented. This information should be
read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and our financial statements and the related notes. The selected financial data reflect our
performance of The Road Home contract from June 2006 through its completion, as scheduled, in June 2009. At
the client’s request, our performance was accelerated during the first half of the contract term. For further
information regarding The Road Home contract, see “Risk Factors—Risks Related to our Business—Ongoing
and possible post-contract litigation, disputes, audits, reviews and investigations in connection with the
completed Road Home contract expose us to many different types of liability, may divert management attention,
and could increase our costs.” The selected financial data include non-cash compensation recognized related to
stock options and awards. The data also reflect our acquisitions of Synergy, Inc. in January 2005, Caliber
Associates, Inc. in October 2005, APCG and EEA in January 2007, Z-Tech in June 2007, SH&E in December
2007, Jones & Stokes in February 2008, Macro in March 2009, and Jacob & Sundstrom in December 2009.

Statement of Earnings Data:
Gross Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Direct costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating costs and expenses:

Year Ended December 31,

2009

2008

2007

2006

2005

(In thousands, except per share amounts)

$674,399
411,334

$697,426
460,002

$727,120
532,153

$331,279
217,747

$177,218
106,078

Indirect and selling expenses . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . .
Amortization of intangible assets . . . . . . . . . . . . .

203,428
9,416
11,137

170,360
5,407
8,683

118,128
2,432
3,884

Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income before income taxes . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . .

39,084
(5,107)
1,005

34,982
12,626

52,974
(4,082)
581

49,473
20,750

70,523
(1,944)
519

69,098
28,542

87,056(1)
2,054
1,482

22,940
(3,509)
646

20,077
8,210

60,039
2,728
2,813

5,560
(3,162)
1,489

3,887
1,865

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 22,356

$ 28,723

$ 40,556

$ 11,867

$

2,022

Earnings per share:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

1.45
1.40

$
$

1.96
1.88

$
$

2.87
2.72

$
$

1.15
1.10

$
$

0.22
0.21

Weighted-average shares:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15,433
15,914

14,641
15,270

14,152
14,896

10,321
10,796

9,185
9,737

40

Other Operating Data:
EBITDA(2)
Non-cash compensation charge included in

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended December 31,

2009

2008

2007

2006

2005

(Unaudited)
(In thousands)

$ 59,637

$ 67,064

$ 76,839

$ 26,476

$ 11,101

EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,192

6,473

3,680

1,069

2,138

Initial lease abandonment charge included in

EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Non-recurring bonus charge related to IPO included

in EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

—

—

—

—

4,309(1)

2,700(1)

—

—

2009

2008

2007

2006

2005

(In thousands)

Consolidated balance sheet data:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .
Net working capital
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term debt
. . . . . . . . . . . . . . . .
Long-term debt, net of current portion . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . .

$

2,353
88,364
582,227
—
145,000
317,560

$

1,536
63,925
401,017
—
80,000
202,917

$

2,733
37,470
393,025

47,079
164,791

$

2,997
22,351
215,827
—
—
113,947

$

499
18,141
151,124
6,767
54,205
52,903

(1)

(2)

Indirect and selling expenses for the year ended December 31, 2006, included a second quarter pre-tax
charge of approximately $4.3 million resulting from the abandonment of our San Francisco, California
leased facility and abandonment of a portion of our Lexington, Massachusetts leased facility, and an
approximately $2.7 million bonus payment related to the IPO of our common stock.
EBITDA, a measure used by us to evaluate performance, is earnings before interest, tax, and depreciation
and amortization. We believe EBITDA is useful to investors because similar measures are frequently used
by securities analysts, investors, and other interested parties in evaluating companies in our industry.
EBITDA is not a recognized term under generally accepted accounting principles and does not purport to be
an alternative to net income as a measure of operating performance, or to cash flows from operating
activities as a measure of liquidity. Because not all companies use identical calculations, this presentation of
EBITDA may not be comparable to other similarly titled measures used by other companies. EBITDA is not
intended to be a measure of free cash flow for management’s discretionary use, as it does not consider
certain cash requirements such as interest payments, tax payments, capital expenditures, and debt service.
Our credit agreement includes covenants based on EBITDA, subject to certain adjustments. See
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and
Capital Resources.” A reconciliation of net income (loss) to EBITDA follows:

Year ended December 31,

2009

2008

2007

2006

2005

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (income) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . .
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$22,356
(1,005)
5,107
12,626
20,553
$59,637

$28,723
(581)
4,082
20,750
14,090
$67,064

(In thousands)
$40,556
(519)
1,944
28,542
6,316
$76,839

$11,867
(646)
3,509
8,210
3,536
$26,476

$ 2,022
(1,489)
3,162
1,865
5,541
$11,101

41

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the “Selected Financial Data”
and the consolidated financial statements and related notes included elsewhere in this Annual Report on Form
10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and
assumptions, such as statements of our plans, objectives, expectations, and intentions. The cautionary statements
made in this Annual Report on Form 10-K should be read as applying to all related forward-looking statements
wherever they appear in this Annual Report on Form 10-K. Our actual results could differ materially from those
anticipated in the forward-looking statements. Factors that could cause or contribute to our actual results
differing materially from those anticipated include those discussed in “Risk Factors” and elsewhere in this
Annual Report on Form 10-K.

OVERVIEW

We provide management, technology, and policy consulting and implementation services to government,

commercial, and international clients. We help our clients conceive, develop, implement, and improve solutions
that address complex economic, social, and national security issues. Our services primarily address three key
markets: energy, environment, and infrastructure; health, human services, and social programs; and homeland
security and defense. We believe that demand for our services will continue to grow as government, industry, and
other stakeholders seek to address critical long-term societal and natural resource issues in these market areas due
to a variety of factors, including heightened environmental and social concerns, an increased need for cleaner
energy, aging populations, and geopolitical changes.

Our federal, state, and local government, commercial, and international clients utilize our services because

we combine diverse institutional knowledge and experience in their activities with the deep subject matter
expertise of our highly educated staff, which we deploy in multi-disciplinary teams. Our federal government
clients have included every cabinet-level department, including HHS, DoD, DHS, EPA, Department of State,
Department of Transportation, Department of Agriculture, HUD, DOJ, and Department of Interior. Federal
clients generated approximately 60% of our revenue in 2009. State and local government clients generated
approximately 19% of our revenue in 2009. Revenue generated from our state and local government clients
decreased in 2009, primarily due to our completion of The Road Home contract with the State of Louisiana. We
also serve commercial and international clients, primarily in the air transportation and energy sectors. Our
commercial and international clients generated approximately 21% of our revenue in 2009. We have successfully
worked with many of these clients for decades, providing us a unique and knowledgeable perspective on their
needs.

We report operating results and financial data as a single segment based on the information used by our
chief operating decision-makers in evaluating the performance of our business and allocating resources. Our
single segment represents our core business—professional services for government and commercial clients.
Although we describe our multiple service offerings to three markets to provide a better understanding of our
business, we do not manage our business or allocate our resources based on those service offerings or markets.

DESCRIPTION OF CRITICAL ACCOUNTING POLICIES

The preparation of our financial statements in accordance with U.S. Generally Accepted Accounting
Principles (“GAAP”) requires that we make estimates and judgments that affect the reported amount of assets,
liabilities, revenue, and expenses, as well as the disclosure of contingent assets and liabilities. If any of these
estimates or judgments prove to be incorrect, our reported results could be materially affected. Actual results may
differ significantly from our estimates under different assumptions or conditions. We believe that the estimates,
assumptions, and judgments involved in the accounting practices described below have the greatest potential
impact on our financial statements and therefore consider them to be critical accounting policies.

42

Revenue Recognition

We recognize revenue when persuasive evidence of an arrangement exists, services have been rendered, the

contract price is fixed or determinable, and collectability is reasonably assured. We enter into contracts that are
time-and-materials contracts, cost-based contracts, fixed-price contracts, or a combination of these. This mix of
contract types requires the application of various accounting rules and increases the complexity of our revenue
recognition process.

Revenue recognition requires us to use judgment relative to assessing risks, estimating contract revenue and

costs, and making assumptions for schedule and technical issues. Due to the size and nature of many of our
contracts, the estimation of revenue and cost at completion can be complicated and is subject to many variables.
Contract costs include labor, subcontractor costs, and other direct costs, as well as allocation of allowable
indirect costs. We must also make assumptions regarding the length of time to complete the contract because
costs also include expected increases in wages, prices for subcontractors, and other direct costs. From time to
time, facts develop that require us to revise our estimated total costs and revenue on a contract. To the extent that
a revised estimate affects contract profit or revenue previously recognized, we record the cumulative effect of the
revision in the period in which the facts requiring the revision become known. Provision for the full amount of an
anticipated loss on any type of contract is recognized in the period in which it becomes probable and can be
reasonably estimated. As a result, operating results could be affected by revisions to prior accounting estimates.

From time to time, we may proceed with work based on client direction prior to the completion and signing

of formal contract documents. Revenue associated with such work is recognized only when it can reliably be
estimated and realization is probable. We base our estimates on a variety of factors, including previous
experiences with the client, communications with the client regarding funding status, and our knowledge of
available funding for the contract.

Goodwill and the amortization of intangible assets

Costs in excess of the fair value of tangible and identifiable intangible assets acquired and liabilities

assumed in a business combination are recorded as goodwill, in accordance with ASC 805, Business
Combinations. Goodwill and intangible assets acquired in a purchase business combination and determined to
have an indefinite useful life are not amortized, but are instead reviewed annually (or more frequently if
necessary) for impairment. Intangible assets with estimable useful lives are required to be amortized over their
respective estimated useful lives and are also required to be reviewed for impairment if events or circumstances
warrant such a review.

We have elected to perform the annual goodwill impairment review during the fourth quarter, as of
September 30 of each year. For purposes of performing this test, we have concluded that we are only one
business segment/reporting unit. We employed market-based methods of determining fair value of the reporting
unit consisting of our market capitalization and analysis of guideline public companies. Based upon
management’s most recent review, including analysis provided by a valuation specialist from an investment
bank, we determined that no goodwill impairment charge was required for 2009. Because of our continued
growth and corresponding favorable market capitalization, the estimated fair value of the Company has
consistently been greater than its carrying value. As of the September 30, 2009 goodwill impairment review, the
fair value of the Company exceeded its carrying value by approximately $240 million. Therefore, historically, we
have not recorded goodwill impairment charges.

Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset might not be recoverable. Recoverability
of assets to be held and used is measured by a comparison of the carrying amount of an asset to future
undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired,
the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds
the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value,
less cost to sell. To date, there have been no impairment charges recorded by the Company.

43

New accounting standards

New accounting standards are discussed in “Note B—Summary of Significant Accounting Policies—Recent

Accounting Pronouncements” of our “Notes to Consolidated Financial Statements” appearing in this Annual
Report on Form 10-K.

REVENUE

We earn revenue from services that we provide to government and commercial clients in three key markets:

•

•

•

energy, environment, and infrastructure;

health, human services, and social programs; and

homeland security and defense.

The following table shows the approximate percentage of our revenue from each of our three markets for the
periods indicated. For each client, we have attributed all revenue from that client to the market we consider to be
the client’s primary market, even if a portion of that revenue relates to a different market.

Energy, environment, and infrastructure . . . . . . . . . . . . . . . . . . . . . .
Health, human services, and social programs . . . . . . . . . . . . . . . . . . .
Homeland security and defense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year ended December 31,

2009

43%
44%
13%

2008

35%
53%
12%

2007

17%
75%
8%

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100%

100%

100%

The proportion of revenue from each market changed significantly from 2007 to 2008 primarily due to the
decrease of activity associated with The Road Home contract and the acquisitions of SH&E and Jones & Stokes,
which provided additional revenue primarily in the energy, environment, and infrastructure market. See
“—Acquisitions” below for a discussion of our recent acquisitions. In 2009, the proportion of revenue from
health, human services, and social programs decreased significantly primarily due to the decrease of activity
associated with The Road Home contract, partially offset by an increase in revenues from the Macro acquisition.
In addition, the proportion of revenue from energy, environment, and infrastructure increased primarily due to
work performed in the energy efficiency area.

Our primary clients are the agencies and departments of the U.S. federal government. The following table

shows the approximate percentage of our revenue for each type of client for the periods indicated.

U.S. federal government
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. state and local government . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Domestic commercial
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year ended December 31,

2009

60%
19%
16%
5%

2008

36%
47%
12%
5%

2007

27%
65%
6%
2%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100%

100%

100%

Revenue generated from U.S. federal contracts increased significantly from 2008 to 2009, primarily due to

increased revenue associated with the acquisition of Macro. Revenue generated from our state and local
government clients decreased significantly from 2007 to 2008, and from 2008 to 2009, due primarily to the
reduction in revenue from The Road Home contract with the State of Louisiana.

44

Most of our revenue is from contracts on which we are the prime contractor, which we believe provides us

strong client relationships. In 2009, 2008, and 2007, approximately 85%, 90%, and 94%, of our revenue,
respectively, was from prime contracts.

Contract mix

Our contracts with clients include time-and-materials contracts, fixed-price contracts, and cost-based
contracts (including cost-based fixed fee, cost-based award fee, and cost-based incentive fee, as well as grants
and cooperative agreements). Our contract mix varies from year to year due to numerous factors, including our
business strategies and the procurement activities of our clients. Unless the context requires otherwise, we use the
term “contracts” to refer to contracts and any task orders or delivery orders issued under a contract.

The following table shows the approximate percentage of our revenue from each of these types of contracts

for the periods indicated.

Time-and-materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed-price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost-based . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year ended December 31,

2009

51%
29%
20%

2008

67%
22%
11%

2007

55%
36%
9%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100%

100%

100%

The changes in percentages from 2007 to 2008 were primarily due to the reduction in revenue from The

Road Home contract and the acquisitions of SH&E and Jones & Stokes. The changes in percentages from 2008
to 2009 were primarily due to the reduction in revenue from The Road Home contract and the acquisition of
Macro (approximately one-half of its work is cost-based).

Time-and-materials contracts. Under time-and-materials contracts, we are paid for labor at fixed hourly
rates and generally reimbursed separately for allowable materials, other direct costs, and out-of-pocket expenses.
Our actual labor costs may vary from the expected costs that formed the basis for our negotiated hourly rates if
we need to hire additional employees at higher wages, increase the compensation paid to existing employees, or
are able to hire employees at lower-than-expected rates. Our non-labor costs, such as fringe benefits, overhead,
and general and administrative costs, also may be higher or lower than we anticipated. To the extent that our
actual labor and non-labor costs under a time-and-materials contract vary significantly from the negotiated hourly
rates, we can generate more or less than the targeted amount of profit or, perhaps, a loss.

Fixed-price contracts. Under fixed-price contracts, we perform specific tasks for a pre-determined price.
Compared to time-and-materials and cost-based contracts, fixed-price contracts involve greater financial risk
because we bear the full impact of labor and non-labor costs that exceed our estimates, in terms of costs per hour,
number of hours, and all other costs of performance, in return for the full benefit of any cost savings. We
therefore may generate more or less than the targeted amount of profit or, perhaps, a loss.

Cost-based contracts. Under cost-based contracts, we are paid based on the allowable costs we incur and
usually receive a fee. All of our cost-based contracts reimburse us for our direct labor and fringe-benefit costs
that are allowable under the contract, but many limit the amount of overhead and general and administrative costs
we can recover, which may be less than our actual overhead and general and administrative costs. In addition, our
fees are constrained by fee ceilings, and in certain cases, such as with grants and cooperative agreements, we may

45

receive no fee. Because of these limitations, our cost-based contracts, on average, are our least profitable type of
contract and we may generate less than the expected return. Cost-based fixed fee contracts specify the fee to be
paid. Cost-based incentive fee and cost-based award fee contracts provide for increases or decreases in the
contract fee, within specified limits, based on actual results as compared to contractual targets for factors such as
cost, quality, schedule, and performance.

DIRECT COSTS

Direct costs consist primarily of costs incurred to provide services to clients, the most significant of which

are subcontractors and employee salaries and wages, plus associated fringe benefits, relating to specific client
engagements. Direct costs also include the costs of third-party materials and any other related direct costs, such
as travel expenses.

Direct costs associated with direct labor and subcontractors decreased significantly in 2008 and 2009, due

primarily to declining work on The Road Home contract.

We generally expect the ratio of direct costs as a percentage of revenue to decline when our own labor

increases relative to subcontracted labor or outside consultants. Conversely, as our labor decreases relative to
subcontracted labor or outside consultants, we expect the ratio to increase.

Changes in the mix of services and other direct costs provided under our contracts can result in variability in

our direct costs as a percentage of revenue. For example, when we perform work in the area of implementation,
we expect that more of our services will be performed in client-provided facilities and/or with dedicated staff.
Such work generally has a higher proportion of direct costs than much of our current advisory work, and we
anticipate that higher utilization of such staff will decrease indirect expenses. In addition, to the extent we are
successful in winning larger contracts, our own labor services component could decrease because larger contracts
typically are broader in scope and require more diverse capabilities, potentially resulting in more subcontracted
labor, more other direct costs, and lower margins. Although these factors could lead to a higher ratio of direct
costs as a percentage of revenue, the economics of these larger jobs are nonetheless generally favorable because
they increase income, broaden our revenue base, and have a favorable return on invested capital.

OPERATING EXPENSES

Our operating expenses consist of indirect and selling expenses, including non-cash compensation and

depreciation and amortization.

Indirect and selling expenses

Indirect and selling expenses include our management, facilities, and infrastructure costs for all employees,
as well as salaries and wages, plus associated fringe benefits, not directly related to client engagements. Among
the functions covered by these expenses are marketing, business and corporate development, bids and proposals,
facilities, information technology and systems, contracts administration, accounting, treasury, human resources,
legal, corporate governance, and executive and senior management. We include all our cash incentive
compensation in this item, as well as all our non-cash compensation such as stock-based compensation provided
to employees whose compensation and other benefit costs are included in both direct costs and indirect and
selling expenses.

Non-cash compensation

Stock Incentive Plans. Effective with our IPO in September 2006, we adopted a new long-term equity
incentive plan (the “2006 Plan”). The 2006 Plan permits the grant of nonqualified stock options, incentive stock
options, stock appreciation rights, restricted stock, performance shares, performance units, and other incentive

46

awards, including restricted stock units. Under the 2006 Plan, we may make awards of up to 1,000,000 shares,
plus an annual increase on the first day of each of our fiscal years beginning in 2007 equal to the lesser of 3% of
the number of outstanding shares of common stock or an amount determined by the Board of Directors. Under
this “evergreen provision,” 416,241 additional shares were made available under the plan in 2007, 217,973
additional shares in 2008, and 453,195 shares in 2009. On March 8, 2010, the Board of Directors approved a 3%,
or 578,358 share, increase to the number of available shares of common stock under the evergreen provision,
which the Company intends to register in the near future. Persons eligible to participate in the 2006 Plan include
all of our officers and key employees, as determined by the Compensation Committee of the Board of Directors,
and all non-employee directors. Our policy is to issue shares upon option exercise, restricted stock grant, or
restricted stock unit conversion either from our treasury, if available, or otherwise from the issuance of new
shares. We do not expect to repurchase shares to satisfy award grants, however, the 2006 Plan does permit
employees to sell shares back to the Company in settlement of individual tax liability as their awards vest or
options are exercised.

In accordance with the accounting guidance for stock compensation, compensation expense for our stock
options and awards is measured at fair value on the date of grant and is included in operating expenses over the
service period. We recorded compensation expense of approximately $7.2 million and $6.5 million during the
years ended December 31, 2009, and 2008, respectively.

In accordance with the guidance, excess tax benefits from the exercise of stock options are presented as

financing cash flows. The excess tax benefits totaled approximately $3.1 million and $3.3 million for the years
ended December 31, 2009, and 2008, respectively.

Overall Impact of Stock Incentive Plans. Total compensation expense relating to stock-based compensation

amounted to approximately $7.2 million, $6.5 million, and $3.7 million for the years ended December 31, 2009,
2008, and 2007, respectively. As of December 31, 2009, the total unrecognized compensation expense related to
non-vested stock awards totaled approximately $10.3 million. Such expense is expected to be recognized over a
weighted-average period of 1.84 years.

Depreciation and amortization

Depreciation and amortization includes depreciation of computers, furniture, and other equipment; the
amortization of the costs of software we use internally; leasehold improvements; and amortization of other
intangible assets arising from acquisitions.

INCOME TAX EXPENSE

Our effective tax rate of approximately 36.1% including state and foreign taxes net of federal benefit for the

year ended December 31, 2009, was lower than the statutory tax rate for the year primarily due to one-time
downward permanent adjustments, the release of certain unrecognized tax benefits, the generation of foreign tax
credits, and the approval of certain state tax credits, partially offset by permanent differences related to expenses
not deductible for tax purposes.

ACQUISITIONS

A key element of our growth strategy is to pursue acquisitions. In 2007, we completed the acquisitions of
EEA, APCG, Z-Tech, and SH&E; in 2008, we acquired Jones & Stokes; and in 2009, we acquired Macro and
Jacob & Sundstrom.

EEA. Effective January 2007, we acquired all the outstanding common stock of EEA. EEA specializes in
energy market analyses, modeling, transportation and energy technology, and environmental advisory services.
EEA also provides strategic planning and regulatory support to all segments of the natural gas industry. We

47

undertook the acquisition to increase our service offerings to the natural gas industry and to combine our
modeling framework with EEA’s modeling framework in the electricity and gas sectors to create a unique
platform for integrated energy analyses. Such analyses are becoming more important because of the increased
use of natural gas and liquefied natural gas as fuels to generate electric power, and the increased interest in
analyzing the impacts of evolving GHG regulations at the state, provincial, and federal levels in North America.
The results of operations for EEA are included in our statement of earnings since January 1, 2007.

APCG. Effective January 2007, we acquired all the outstanding common stock of APCG, which specializes

in helping federal organizations develop and implement strategy, improve enterprise performance, manage
change, support employee growth, and communicate effectively. We undertook the acquisition to enhance our
capabilities in human capital and strategic communications consulting and to complement our work with DHS,
DoD, and key civilian agencies. The results of operations for APCG are included in our statement of earnings
since January 1, 2007.

Z-Tech. Effective June 28, 2007, we acquired all the outstanding common stock of Z-Tech, which provides

software engineering, Web design and development, and scientific computing services for federal health
agencies. Z-Tech primarily provides services to the five main agencies of HHS, including the National Institutes
of Health, Centers for Disease Control and Prevention, U.S. Food and Drug Administration, Substance Abuse
and Mental Health Services Administration, and Centers for Medicare and Medicaid Services. We undertook the
acquisition to become a leader in the high-growth market of health information technology and gain a stronger
presence in the federal health care market by combining Z-Tech’s technology and program support expertise with
our established presence in health communications, policy, and clearinghouses.

The initial purchase price of Z-Tech was approximately $27.6 million, including $27.3 million in cash and

$0.3 million in transaction expenses. In addition to the initial consideration, the purchase agreement provided for
additional cash payments of up to $8.0 million if certain performance criteria are met. We paid approximately
$5.2 million of this $8.0 million and recorded the payment to goodwill. The excess of the purchase price over the
estimated fair value of the net tangible assets acquired was approximately $33.9 million. We allocated
approximately $24.9 million to goodwill and $9.0 million to other intangible assets. The results of operations for
Z-Tech are included in our statement of earnings since June 28, 2007.

SH&E. Effective December 3, 2007, we acquired all the outstanding common stock of SH&E. One of the

world’s largest consulting firms dedicated to aviation transportation, SH&E provides strategy, policy, regulatory,
financial, and technical consulting services to airlines, airports, and other public and private industry
stakeholders. We undertook the acquisition to enhance our transportation service offerings, which had been
concentrated primarily on surface transportation, with federal, state, and industry clients; to enhance our position
in key federal markets such as the Federal Aviation Administration and Transportation Security Administration;
and to combine our climate change expertise with SH&E’s strong aviation presence to be a leader in the
expanding air transport and climate change market.

The aggregate purchase price of SH&E was approximately $52.5 million, including $51.4 million of cash
and $1.1 million of transaction expenses. The excess of the purchase price over the estimated fair value of the net
tangible assets acquired was approximately $48.9 million. We have allocated approximately $39.5 million to
goodwill and $9.4 million to other intangible assets. The results of operations for SH&E are included in our
statement of earnings since December 3, 2007.

Jones & Stokes. Effective February 13, 2008, we acquired all of the outstanding common stock of Jones &

Stokes. Jones & Stokes provides integrated planning and resource management services, specializing in the
transportation, energy, water, and natural resource management sectors. Jones & Stokes supports a broad mix of
federal, commercial, state, and local government clients on projects to plan and implement required infrastructure
improvements and mandated government programs. We undertook the acquisition to expand our environmental
and large project implementation capabilities across such strategic growth areas as transportation and

48

infrastructure, energy, climate change, and water resources. We also undertook the acquisition to expand our
presence in the western U.S. markets, where natural resource issues are a growing concern and where Jones &
Stokes has outstanding market presence.

The aggregate purchase price was approximately $50.4 million, including $49.0 million of cash and $1.4
million of transaction expenses. The excess of the purchase price over the estimated fair value of the net tangible
assets acquired was approximately $46.0 million. We have allocated approximately $41.0 million to goodwill
and $5.0 million to other intangible assets. The results of operations for Jones & Stokes have been included in
our statement of earnings since February 13, 2008.

Macro. Effective March 31, 2009, we acquired all of the outstanding common stock of Macro, which
provides research and evaluation, management consulting, marketing communications, and information services
to key agencies of the federal government. Macro is recognized for its expertise in research, evaluation,
consulting, and implementation services, particularly in federal health programs, covering a wide range of health
issues in the U.S. and internationally. In addition to its health-related expertise, Macro has strong credentials in
housing, labor, and veterans affairs issues. We undertook this acquisition to expand our health-related and large
project implementation capabilities across key federal markets, to add service offerings and clients in one of our
largest markets, and to provide significant growth potential and cross-selling opportunities.

The aggregate purchase price of approximately $157.6 million in cash, including the working capital
adjustment required by the stock purchase agreement, was funded by the Company’s revolving credit facility.
The excess of the purchase price over the estimated fair value of the net tangible assets acquired was
approximately $129.5 million. We have allocated approximately $104.1 million to goodwill and $25.4 million to
other intangible assets. Macro was purchased under the election provisions of Internal Revenue Code
Section 338(h)(10), and therefore, goodwill and the amortization of intangibles are deductible for tax purposes.
The results of operations for Macro are included in our statement of earnings since March 31, 2009. See
“Note E—Goodwill and Other Intangible Assets” of our “Notes to Consolidated Financial Statements” appearing
in this Annual Report on Form 10-K for a more detailed discussion of this acquisition.

Jacob & Sundstrom. Effective December 10, 2009, we acquired all of the outstanding common stock of

Jacob & Sundstrom, an information technology firm specializing in providing cybersecurity and identity
management services to U.S. federal civilian and defense agencies. With the acquisition, we will offer an
expanded range of advisory and implementation solutions across our federal and energy industry client base to
assist in mitigating emerging cybersecurity threats and vulnerabilities.

The aggregate purchase price was approximately $32.2 million in cash, including a working capital
adjustment, which was funded by our revolving Credit Facility. The excess of the purchase price over the
estimated fair value of the net tangible assets acquired was approximately $29.0 million. We have preliminarily
allocated approximately $21.6 million to goodwill and $7.4 million to other intangible assets. The intangible
assets consist of approximately $7.0 million of customer-related intangibles that are being amortized over seven
years and $0.4 million of marketing-related intangibles that are being amortized over two years. Jacob &
Sundstrom was purchased under the election provisions of Internal Revenue Code Section 338(h)(10), and
therefore, goodwill and the amortization of intangibles are deductible for tax purposes. The results of operations
for Jacob & Sundstrom are included in our statement of earnings since December 10, 2009. See “Note E—
Goodwill and Other Intangible Assets” of our “Notes to Consolidated Financial Statements” appearing in this
Annual Report on Form 10-K for a more detailed discussion of this acquisition.

Our acquisitions to date have all involved purchase prices well in excess of tangible asset values, resulting

in the creation of a significant amount of goodwill and other intangible assets. Increased levels of finite-lived
intangible assets will increase our amortization charges. At December 31, 2009, goodwill accounted for
approximately 55.6% of our total assets, and purchased intangibles accounted for approximately 6.6% of our
total assets. We test our goodwill for impairment at least annually, and if we conclude that it is impaired, we will
be required to write down its carrying value on our balance sheet and record an impairment charge in our
statement of operations.

49

We plan to continue to acquire businesses if and when opportunities arise. We expect future acquisitions to

generate significant amounts of goodwill and other intangible assets. We expect to incur additional debt for
future acquisitions and, in some cases, to use our stock as acquisition consideration in addition to, or in lieu of,
cash. Any issuance of stock may have a dilutive effect on our stock outstanding.

FLUCTUATION OF QUARTERLY RESULTS AND CASH FLOW

Our results of operations and cash flow may vary significantly from quarter to quarter depending on a

number of factors, including, but not limited to:

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

progress of contract performance;

number of billable days in a quarter;

timing of client orders;

timing of award fee notices;

changes in the scope of contracts;

variations in purchasing patterns under our contracts;

federal and state government and other clients’ spending levels;

timing of billings to, and payments by, clients;

timing of receipt of invoices from, and payments to, vendors;

commencement, completion, and termination of contracts;

strategic decisions we make, such as acquisitions, consolidations, divestments, spin-offs, joint ventures,
strategic investments, and changes in business strategy;

timing of significant costs and investments (such as bid and proposal costs and the costs involved in
planning or making acquisitions);

our contract mix and use of subcontractors;

additions to and departures of staff;

changes in staff utilization;

vacation and sick days taken by our employees;

level and cost of our debt;

changes in accounting principles and policies; and/or

general market and economic conditions.

Because a significant portion of our expenses, such as personnel, facilities, and related costs, are fixed in the
short term, contract performance and variation in the volume of activity, as well as in the number and volume of
contracts commenced or completed during any quarter, may cause significant variations in operating results from
quarter to quarter.

50

EFFECT OF APPROVAL OF FEDERAL BUDGET

The federal government’s fiscal year ends on September 30 of each year. If a federal budget for the next

fiscal year has not been approved by that date, some of our clients may have to suspend engagements on which
we are working or may delay new engagements until a budget has been approved. Any such suspension or delay
may reduce our revenue in the quarter ending September 30 (our third quarter) or the subsequent quarter. The
federal government’s fiscal year end can also trigger increased contracting activity, which could affect our third
or fourth quarter revenue.

EFFECTS OF INFLATION

We generally have been able to price our contracts in a manner to accommodate the rates of inflation

experienced in recent years, although we cannot ensure that we will be able to do so in the future.

51

RESULTS OF OPERATIONS

The following table sets forth certain items from our consolidated statements of operations as an

approximate percentage of revenue for the periods indicated.

Consolidated Statement of Earnings
Years Ended December 31, 2009, 2008, and 2007
(dollars in thousands)

Year Ended December 31,

Year to Year Change

2009

2008

2007

2009

2008

2007

2008 to 2009

2007 to 2008

Dollars

(In Thousands)

Gross Revenue . . . . . . $674,399 $697,426 $727,120
Direct Costs . . . . . . . . .
532,153
Operating Expenses
Indirect and selling

411,334

460,002

Percentages

Dollars

Percent

Dollars

Percent

(In Thousands)

100.0% 100.0% 100.0% $(23,027)
(48,668)
61.0% 66.0% 73.2%

(In Thousands)
$(29,694)
(72,151)

(3.3)%
(10.6)%

(4.1)%
(13.6)%

expenses . . . . . . . . . .

203,428

170,360

118,128

30.2% 24.4% 16.2%

33,068

19.4%

52,232

44.2%

Depreciation and

amortization . . . . . . .

9,416

5,407

2,432

1.4% 0.8% 0.3%

4,009

74.1%

2,975

122.3%

Amortization of

intangible assets . . . .

11,137

8,683

3,884

1.7% 1.2% 0.5%

2,454

28.3%

4,799

123.6%

Total costs and

expenses . . . . . . . . . .

223,981

184,450

124,444

33.3% 26.4% 17.0%

39,531

21.4%

60,006

48.2%

Earnings from

Operations . . . . . . . .

39,084

52,974

70,523

5.8% 7.6% 9.8%

(13,890)

(26.2)%

(17,549)

(24.9)%

Other (Expense)

Income

Interest expense . . . . . .
Other . . . . . . . . . . . . . . .

(5,107)
1,005

(4,082)
581

(1,944)
519

(0.7)% (0.6)% (0.3)%
0.1% 0.1% 0.1%

(1,025)
424

25.1%
73.0%

(2,138)
62

110.0%
11.9%

Income from
continuing
operations before
income taxes . . . . . .

Income Tax

34,982

49,473

69,098

5.2% 7.1% 9.6%

(14,491)

(29.3)%

(19,625)

(28.4)%

Expense . . . . . . . . . .

12,626

20,750

28,542

1.9% 3.0% 3.9%

(8,124)

(39.2)%

(7,792)

Net Income . . . . . . . . . $ 22,356 $ 28,723 $ 40,556

3.3% 4.1% 5.7% $ (6,367)

(22.2)%

(11,833)

(27.3)%

(29.2)%

52

Year ended December 31, 2009, compared to year ended December 31, 2008

Revenue. Revenue for the year ended December 31, 2009, was $674.4 million, compared to $697.4 million

for the year ended December 31, 2008, representing a decrease of $23.0 million, or 3.3%. The decrease was
primarily due to a reduction in revenue of $204.4 million associated with the declining activities and the
conclusion of The Road Home contract in June 2009. The decrease in revenue on The Road Home contract was
partially offset by: (1) revenue associated with newly acquired Macro and Jacob & Sundstrom; (2) growth in
other contracts of $63.2 million; and (3) revenue associated with subsidiary Jones & Stokes that was acquired in
February 2008, whose results are included in operating results for the entire twelve months ended December 31,
2009, but only partially included in the operating results for the year ended December 31, 2008.

Direct costs. Direct costs for the year ended December 31, 2009, were $411.3 million, or 61.0% of revenue,

compared to $460.0 million, or 66.0% of revenue, for the year ended December 31, 2008. The decrease was
primarily due to the declining activities and conclusion of The Road Home contract in June 2009. The decrease
was partially offset by: (1) direct costs associated with the operations of Macro and Jacob & Sundstrom, both
acquired in 2009; (2) an increase in direct costs associated with growth in other contracts; and (3) direct costs
associated with the operations of Jones & Stokes, whose results are included in operating results for the entire
twelve months ended December 31, 2009, but only partially included in the operating results for the year ended
December 31, 2008. The decrease in direct costs as a percentage of revenue was primarily attributable to the
decreased work on The Road Home contract, which consisted of relatively more work performed by
subcontractors, and increased revenue from Macro and other contracts, which had a relatively lower direct cost
component.

Indirect and selling expenses. Indirect and selling expenses for the year ended December 31, 2009, were

$203.4 million, or 30.2% of revenue, compared to $170.4 million, or 24.4% of revenue for the year ended
December 31, 2008. The increase in indirect and selling expenses was due principally to: (1) indirect costs
associated with the operations of Macro, acquired in 2009; (2) indirect costs associated with the operations of
Jones & Stokes, whose results are included in operating results for the entire twelve months ended December 31,
2009, but only partially included in the operating results for the year ended December 31, 2008; (3) $1.4 million
of expenses associated with the acquisition of Macro; and (4) an increase of $0.7 million of expenses associated
with non-cash compensation. The increase in indirect costs as a percentage of revenue for the year ended
December 31, 2009, was primarily attributable to a change in contract mix. The decrease in the activity of The
Road Home contract was partially offset by growth through acquisition and organic growth, both of which have a
relatively higher indirect cost component.

Depreciation and amortization. Depreciation and amortization for the year ended December 31, 2009, was
$9.4 million, or 1.4% of revenue, compared to $5.4 million, or 0.8% of revenue for the year ended December 31,
2008. This 74.1% increase in depreciation and amortization resulted primarily from an increase in capital
expenditures during the latter part of 2008 and in depreciation related to Macro.

Amortization of intangible assets. Amortization of intangible assets for the year ended December 31, 2009,

was $11.1 million, or 1.7% of revenue, compared to $8.7 million, or 1.2% of revenue for the year ended
December 31, 2008. The increase in amortization expense was primarily due to the amortization of intangibles
related to the Macro acquisition, partially offset by a decrease to amortization expense related to other earlier
acquisitions.

Earnings from operations. For the year ended December 31, 2009, earnings from operations were $39.1
million, or 5.8% of revenue, compared to $53.0 million, or 7.6% of revenue for the year ended December 31,
2008. Earnings from operations and earnings from operations as a percentage of revenue decreased primarily due
to the decrease in revenue associated with the declining activities of The Road Home contract and increased
depreciation and amortization expense.

53

Other income. For the year ended December 31, 2009, other income was approximately $1.0 million, or
0.1% of revenue, compared to approximately $0.6 million, or 0.1% of revenue, for the year ended December 31,
2008. The activity in other income for the year ended December 31, 2008, was primarily attributable to the
reduction of a subcontractor indemnification obligation. The activity in other income for the year ended
December 31, 2009, was primarily attributable to funds received from indemnity claims related to prior
acquisitions.

Interest expense. For the year ended December 31, 2009, interest expense was approximately $5.1 million,
compared to approximately $4.1 million for the year ended December 31, 2008. The increase was due primarily
to an increase in debt associated with the acquisition of Macro, partially offset by lower interest rates.

Income tax expense. Our income tax rate for the year ended December 31, 2009, was approximately 36.1%

compared to approximately 41.9% for the year ended December 31, 2008. The decrease was predominately
related to one-time downward permanent adjustments, the release of certain unrecognized tax benefits, the
generation of foreign tax credits in lieu of foreign income tax deductions, and the approval of certain state tax
credits, partially offset by permanent differences related to expenses not deductible for tax purposes.

Year ended December 31, 2008, compared to year ended December 31, 2007

Revenue. Revenue for the year ended December 31, 2008, was $697.4 million, compared to $727.1 million

for the year ended December 31, 2007, representing a decrease of $29.7 million, or 4.1%. The decrease was
primarily due to a reduction in revenue of $194.6 million associated with the declining activities of The Road
Home contract. The decrease in revenue on The Road Home contract was partially offset by: (1) increased
revenue associated with the operations of Jones & Stokes, whose results since February 2008 are included in
operating results for the year ended December 31, 2008, but not included in the 2007 operating results; (2) the
operations of Z-Tech and SH&E, whose results are included in operating results for the year ended December 31,
2008, but included for only six months and one month, respectively, in the operating results of the comparable
period in 2007; and (3) growth in other contracts of $50.9 million.

Direct costs. Direct costs for the year ended December 31, 2008, were $460.0 million, or 66.0% of revenue,

compared to $532.2 million, or 73.2% of revenue, for the year ended December 31, 2007. The decrease was
primarily due to the declining activities associated with The Road Home contract. The decrease was partially
offset by direct costs associated with the operations of Jones & Stokes, whose results since February 2008 are
included in operating results for the year ended December 31, 2008, but not included in the 2007 operating
results, and the operations of Z-Tech and SH&E, whose results are included in operating results for the year
ended December 31, 2008, but included for only six months and one month, respectively, in the operating results
of the comparable period in 2007. The decrease in direct costs as a percentage of revenue was primarily
attributable to the decrease in work subcontracted to other parties on The Road Home contract, and increased
revenue from the companies we acquired, which had a relatively lower direct cost component.

Indirect and selling expenses. Indirect and selling expenses for the year ended December 31, 2008, were

$170.4 million, or 24.4% of revenue, compared to $118.1 million, or 16.2% of revenue for the year ended
December 31, 2007. The increase in indirect and selling expenses was due principally to indirect costs associated
with the operations of Z-Tech, SH&E, and Jones & Stokes, and an increase in non-cash compensation expense.

Depreciation and amortization. Depreciation and amortization for the year ended December 31, 2008, was
$5.4 million, or 0.8% of revenue, compared to $2.4 million, or 0.3% of revenue for the year ended December 31,
2007. This 122.3% increase in depreciation and amortization resulted primarily from our acquisitions of Z-Tech
in June 2007, of SH&E in December 2007, and of Jones & Stokes in February 2008, and an increase in capital
expenditures.

54

Amortization of intangible assets. Amortization of intangible assets for the year ended December 31, 2008,

was $8.7 million, or 1.2% of revenue, compared to $3.9 million, or 0.5% of revenue for the year ended
December 31, 2007. This 123.6% increase in amortization of intangible assets resulted primarily from our
acquisitions of Z-Tech in June 2007, of SH&E in December 2007, and of Jones & Stokes in February 2008.

Earnings from operations. For the year ended December 31, 2008, earnings from operations were $53.0
million, or 7.6% of revenue, compared to $70.5 million, or 9.8% of revenue for the year ended December 31,
2007. Earnings from operations in total and as a percentage of revenue decreased primarily due to the additional
amortization expenses related to the intangible assets associated with the acquisitions of Z-Tech, SH&E, and
Jones & Stokes, an increase in depreciation and amortization related to capital expenditures, and an increase in
non-cash compensation.

Other income. For the year ended December 31, 2008, other income was approximately $0.6 million, or
0.1% of revenue, compared to approximately $0.5 million, or 0.1% of revenue, for the year ended December 31,
2007. The activity in other income for the year ended December 31, 2008, was primarily attributable to the
reduction of the remaining liability to our former parent for subcontractor indemnification. The activity in other
income for the year ended December 31, 2007, was primarily attributable to interest income.

Interest expense. For the year ended December 31, 2008, interest expense was approximately $4.1 million,

compared to approximately $1.9 million for the year ended December 31, 2007. The approximately 110%
increase was due primarily to increased debt service on borrowings for the SH&E and Jones & Stokes
acquisitions.

Income tax expense. Our income tax rate for the year ended December 31, 2008, was approximately 41.9%

compared to approximately 41.3% for the year ended December 31, 2007. This increase was due primarily to
lower tax credits in 2008.

LIQUIDITY AND CAPITAL RESOURCES

Credit Facility. On February 20, 2008, we signed the Second Amended and Restated Business Loan and
Security Agreement (the “Credit Facility”) with a syndication of nine commercial banks to allow for borrowings
of up to $350.0 million for a period of five years (until February 20, 2013). This revised Credit Facility provides
for borrowings on a revolving line of credit up to $275.0 million without a borrowing base requirement, subject
to our compliance with both financial and non-financial covenants. The revised Credit Facility also provides for
an “accordion feature,” which permits additional revolving credit commitments of up to $75.0 million under the
same terms and conditions as the existing revolving line of credit, subject to lenders’ approval. This Credit
Facility provided pre-approval of our lenders for us to acquire other companies with individual purchase prices of
up to $75.0 million if certain conditions are met and provides less restrictive financial and non-financial
covenants than our previous Credit Facility. On March 31, 2009, we amended this Credit Facility to allow for the
acquisition of Macro, for permission to sell capital stock in one or more offerings (provided that the proceeds are
used to pay down the Credit Facility), and to increase the interest rate margins we pay to borrow funds under this
Credit Facility. Under the terms of our Credit Facility, we are required to comply with certain financial and
non-financial covenants. We were in compliance with all such covenants as of December 31, 2009.

Financial Condition. There were several significant changes in our balance sheet during the year ended
December 31, 2009. Contract receivables, net, increased to $174.1 million compared to $150.8 million as of
December 31, 2008, due to an increase in the amount of contract receivables from the acquisition of Macro and
Jacob & Sundstrom, offset by a decline in receivables from The Road Home contract. Goodwill increased from
$198.7 million on December 31, 2008, to $323.5 million as of December 31, 2009, primarily resulting from our
acquisitions of Macro and Jacob & Sundstrom. In addition, other intangible assets, net, increased from $16.8
million on December 31, 2008, to $38.5 million for the year ending 2009 due to these acquisitions. Long-term
debt increased from $80.0 million on December 31, 2008, to $145.0 million on December 31, 2009, due to

55

borrowings necessary to complete these two acquisitions, partially offset by the proceeds from our stock offering
in December 2009 and net cash from operations. Days-sales-outstanding were 80 days at December 31, 2009,
and 77 days at December 31, 2008, while our days-payable-outstanding were 46 days at December 31, 2009, and
55 days at December 31, 2008. Total property and equipment, net, increased to $22.6 million as of December 31,
2009, compared to $13.4 million as of December 31, 2008, due primarily to an increase of $5.3 million in fixed
assets acquired as part of the Macro acquisition and a $3.5 million increase in purchased software. In March
2009, the Company executed a new three-year enterprise-wide agreement with Microsoft, which will be paid in
semi-annual installments over a three-year period.

Liquidity and Borrowing Capacity. Short-term liquidity requirements are created by our use of funds for

working capital, capital expenditures, and the need to provide any debt service. We expect to meet these
requirements through a combination of cash flow from operations and borrowings under our Credit Facility. As
of December 31, 2009, we had $145.0 million borrowed under our revolving line of credit and an unused
borrowing capacity of $128.7 million on our Credit Facility, which is available for our working capital needs and
for other purposes.

We anticipate that our long-term liquidity requirements, including any future acquisitions, will be funded

through a combination of cash flow from operations, borrowings under our Credit Facility, additional secured or
unsecured debt, or the issuance of common or preferred stock, each of which may be initially funded through
borrowings under our Credit Facility.

We believe that the combination of internally generated funds, available bank borrowings, and cash and
cash equivalents on hand will provide the required liquidity and capital resources necessary to fund on-going
operations, customary capital expenditures, and other working capital requirements. We are continuously
analyzing our capital structure to ensure we have sufficient capital to fund future acquisitions and internal
growth. We monitor the state of the financial markets on a regular basis to assess the availability and cost of
additional capital resources both from debt and equity sources. We believe that we will be able to access these
markets on commercially reasonable terms and conditions if we need additional borrowings or capital.

Shareholder Equity. On December 16, 2009, we sold 3,565,000 shares of our Class A common stock at
$24.56 per share in conjunction with a secondary public offering, which included 465,000 shares sold following
exercise by the underwriters of their over-allotment option to purchase additional shares. The $83.3 million of
proceeds (net of underwriting fees and expenses) from the sale of stock was applied to repayment of outstanding
borrowings incurred under our Credit Facility.

Cash and Cash Equivalents. We consider cash on deposit and all highly liquid investments with original
maturities of three months or less to be cash and cash equivalents. Cash and cash equivalents were $2.4 million
and $1.5 million on December 31, 2009, and December 31, 2008, respectively.

Cash Flow. The following table sets forth our sources and uses of cash for the years ended December 31,

2009, 2008 and 2007.

Year ended December 31,

2009

2008

2007

Net cash provided by operations . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . .
Net cash provided by financing activities . . . . . . . . . . . . . . . . .
Effect of exchange rate on cash . . . . . . . . . . . . . . . . . . . . . . . . .

$ 48,554
(197,177)
149,505
(65)

(In thousands)
$ 24,634
(61,692)
36,494
(633)

$ 43,351
(100,198)
56,449
134

Net increase (decrease) in cash . . . . . . . . . . . . . . . . . . . . . . . . .

$

817

$ (1,197)

$

(264)

56

Our operating cash flow is primarily affected by the overall profitability of our contracts, our ability to
invoice and collect from our clients in a timely manner, and our ability to manage our vendor payments. We bill
most of our clients monthly after services are rendered. Operating activities provided cash in each of the years
2009, 2008, and 2007 of approximately $48.6 million, $24.6 million, and $43.4 million, respectively. Cash flows
from operating activities for 2009 were positively impacted by the reduction of organic contract receivables
outstanding. These positive changes were largely offset by an increase in prepaid expenses and a net decrease in
accounts payable and accrued expenses. Cash flows from operating activities for 2008 were negatively impacted
by an increase in our subcontract and vendor payments, partially offset by a large decrease in our contract
receivables outstanding, while net cash flows from operating activities were not materially impacted by contract
receivables and account payables/accrued expenses in 2007.

Our cash flow used in investing activities consists primarily of capital expenditures and acquisitions. During

the year ended 2009, we paid approximately $188.7 million for business acquisitions, net of cash acquired, and
purchased capital assets totaling $8.1 million. During the year ended 2008, we paid approximately $51.4 million
for business acquisitions, net of cash acquired, and purchased capital assets totaling approximately $9.9 million.
In the year ended 2007, we paid approximately $96.4 million for several business acquisitions, net of cash
acquired, and purchased capital assets totaling approximately $3.7 million.

Our cash flow from financing activities consists primarily of debt and equity transactions. For the year

ended 2009, cash flow provided by financing activities included approximately $83.3 million in net proceeds
from our secondary offering and $65.0 million from our Credit Facility. For the year ended 2008, cash flow from
financing activities was primarily due to net borrowings of approximately $32.9 million from our Credit Facility.
For the year ended 2007, cash flow from financing activities included net borrowings of approximately $47.1
million from our debt facility and approximately $7.4 million related to the net issuance of equity.

OFF-BALANCE SHEET ARRANGEMENTS

We use off-balance sheet arrangements to finance the lease of facilities. We have financed the use of all of

our office and storage facilities through operating leases. Operating leases are also used from time to time to
finance the use of computers, servers, copiers, telephone systems, and to a lesser extent, other fixed assets, such
as furnishings, and we also obtain operating leases in connection with business acquisitions. We generally
assume the lease rights and obligations of companies acquired in business combinations and continue financing
equipment under operating leases until the end of the lease term following the acquisition date.

The Credit Facility provides for stand-by letters of credit aggregating up to $5.0 million that reduce the

funds available under the revolving line of credit when issued. As of December 31, 2009, we had five
outstanding letters of credit with a total value of $1.3 million. We have no other material off-balance sheet
financing arrangements.

CONTRACTUAL OBLIGATIONS

The following table summarizes our contractual obligations as of December 31, 2009, that require us to
make future cash payments. For contractual obligations, we included payments that we have an unconditional
obligation to make.

Rent of facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease obligations . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt obligation . . . . . . . . . . . . . . . . . . . . . . . .

$114,640
$
5,246
$145,000

Total

Payments due by Period
(In thousands)

Less than
1 year

$25,172
$ 2,242
—

1 to 3
years

3 to 5
years

More than
5 years

$41,736
$ 2,889

$ 16,897
115
$
— $145,000

$30,835
$ —
—

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$264,886

$27,414

$44,625

$162,012

$30,835

57

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain financial market risks, the most predominant being fluctuations in interest rates

for borrowings under our Credit Facility, as well as foreign exchange rate risk.

Interest rate fluctuations are monitored by our management as an integral part of our overall risk
management program, which recognizes the unpredictability of financial markets and seeks to reduce the
potentially adverse effect on our results of operations. As part of this strategy, we may use interest rate swap
arrangements to manage or hedge our interest rate risk. We do not use derivative financial instruments for
speculative or trading purposes.

Our exposure to market risk includes changes in interest rates for borrowings under our credit agreement.
These borrowings accrue interest at variable rates. Based upon our borrowings under this facility in 2009, a 1%
increase in interest rates would have increased interest expense by approximately $2.0 million and would have
decreased our annual cash flow by a comparable amount.

Since our IPO, we have followed an investment policy that requires that we invest excess cash in high-

quality investments that preserve principal, provide liquidity, and minimize investment risk. During 2009, any
excess cash was applied to repayment of outstanding borrowings incurred under our Credit Facility.

Because of the size and nature of our international operations, we are not currently exposed to substantial

risks relating to exchange rate fluctuations. As our mix of business changes in the future, however, this exposure
could become material.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of ICF International, Inc. and subsidiaries are provided in Part IV in

this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. We carried out an evaluation, under the supervision
and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule
13a-15 of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this report.

Management’s Report on Internal Control Over Financial Reporting. Management is responsible for

establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of
the effectiveness of our internal control over financial reporting as of the end of the period covered by this report,
based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our assessment under the framework in Internal
Control—Integrated Framework, our management concluded that our internal control over financial reporting
was effective as of the end of the period covered by this report. Grant Thornton LLP, the Company’s independent

58

registered public accounting firm, has issued an opinion on the Company’s internal control over financial
reporting. This opinion appears in the Report of Independent Registered Public Accounting Firm on page F-1 of
this Annual Report on Form 10-K.

Change in Internal Controls. During the fourth quarter of fiscal year 2009, there were no changes in our
internal control over financial reporting that have materially affected these controls, or are reasonably likely to
materially affect these controls subsequent to the evaluation of these controls.

Limitations on the Effectiveness of Controls. Control systems, no matter how well conceived and operated,

are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of
fraud, if any, have been detected. Because of the inherent limitations in any control system, misstatements due to
error or fraud may occur and not be detected.

ITEM 9B. OTHER INFORMATION

On March 8, 2010, ICF Consulting Group, Inc., a wholly owned subsidiary of the Company (“ICF

Consulting”), executed a commercial office lease agreement (the “New Lease”), which will be effective April 1,
2010, with Hunters Branch Leasing, LLC (the “Landlord”) and Hunters Branch Partners, L.L.C. The New Lease
replaces the former corporate headquarters leasing arrangements, consisting of both the former Agreement of
Sublease between ICF Kaiser International, Inc. and ICF Consulting Group, Inc. dated June 1999 (the
“Sublease”) and the Assignment Agreement regarding Deed of Lease among B2TECS, Hunters Branch Leasing,
LLC, and ICF Consulting effective October 7, 2005 (the “Assignment,” and together with the Sublease, the
“Original Lease”). The New Lease premises is for an aggregate 258,732 square feet in the 9300 and 9302 Lee
Highway buildings (also known as Hunters Branch) in Fairfax, Virginia. Of this aggregate 258,732 square feet,
we: (i) currently occupy 201,707 square feet; (ii) will convert 23,089 square feet that we currently sublease into a
direct lease with the Landlord and will gain 21,237 square feet, both in 2012; and (iii) will gain an additional
12,699 square feet in 2014.

The lease commencement date under the New Lease will be April 1, 2010, and the New Lease will expire

on December 31, 2022. The base rent for the premises will be approximately $493,400 per month for the months
of April through June 2010, increasing to approximately $505,700 per month effective July 1, 2010 until June 30,
2011. Effective each July 1 thereafter, the base rent will increase to an amount equal to 102.5% of the base rent
then in effect for the immediately preceding lease year. Additional rent will be due as more space is added in
future years.

Also under the New Lease, the Landlord will make improvements to the tenant space valued at
approximately $6.0 million for the initial 201,707 square feet, and improvements valued at an additional
approximately $2.0 million for the subsequently added 57,025 square feet. The Landlord will also provide certain
improvements to the Hunters Branch common areas. We also receive the right to place additional signage on the
Interstate 66 side of the building located at 9302 Lee Highway.

Neither we nor any of our affiliates has a material relationship with the Landlord or any of its affiliates,

other than the contractual relationship under the Original Lease.

The description of the New Lease is qualified in its entirety by reference to the New Lease filed hereto as

Exhibit 10.6.

In connection with the effectiveness of the New Lease, the Original Lease will terminate as of April 1, 2010.

The Original Lease encompassed a portion of the premises covered under the New Lease, and was also with the

59

same Landlord. We decided to terminate our existing lease and negotiate a new lease with the same Landlord to
consolidate several tenant and subtenant relationships within the Hunters Branch buildings and obtain Landlord
commitments for building improvements. We will incur no material early termination penalties as a result of the
termination of the Original Lease.

The description of the Original Lease is qualified in its entirety by reference to the Sublease and
Assignment, previously filed as Exhibits 10.12 and 10.13, respectively, to our Registration Statement on
Form S-1 (File No. 333-134018) and amendments thereto, declared effective September 27, 2006.

The above disclosure relating to our entry into the New Lease and termination of the Original Lease is

included under this “Item 9B Other Information” in lieu of Items 1.01 and 1.02 disclosure under a timely
Form 8-K.

60

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information required by this item will be included in our Proxy Statement for the 2010 Annual Meeting

of Stockholders (the “2010 Proxy Statement”) and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item will be included in the 2010 Proxy Statement and is incorporated

herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

The information required by this item will be included in the 2010 Proxy Statement and is incorporated

herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE

The information required by this item will be included in the 2010 Proxy Statement and is incorporated

herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item will be included in the 2010 Proxy Statement and is incorporated

herein by reference.

61

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1) Financial Statements

PART IV

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets as of December 31, 2009 and 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Earnings for the Years Ended December 31, 2009, 2008, and 2007 . . . . . . . . .
Consolidated Statement of Stockholders’ Equity for the Years Ended December 31, 2007, 2008, and

Page

F-1
F-2
F-3

F-4
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008, and 2007 . . . . . . .
F-6
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Quarterly Financial Data (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-32

(2) Financial Statement Schedules

None.

(3) Exhibits

The following exhibits are included with this report or incorporated herein by reference:

Exhibit
Number

2.1

2.2

2.3

2.4

2.5

2.6

3.1

Exhibit

Stock Purchase Agreement by and among ICF Consulting Group, Inc., ICF Consulting Group
Holdings, Inc., Terrence R. Colvin, Wesley C. Pickard, Donald L. Zimmerman and the other
shareholders of Synergy, Inc. dated effective January 1, 2005 (Incorporated by reference to exhibit
10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-134018) and amendments
thereto, declared effective September 27, 2006 (the “Form S-1”)).

Stock Purchase Agreement by and among ICF Consulting Group, Inc., Caliber Associates, Inc.
Employee Stock Ownership Plan and Trust, Caliber Associates, Inc., Gerald Croan and Sharon
Bishop dated effective September 12, 2005 (Incorporated by reference to exhibit 10.11 to the
Company’s Form S-1).

Stock Purchase Agreement dated as of June 28, 2007 by and among ICF International, Inc., ICF
Consulting Group, Inc., the Sellers and Z-Tech Corporation (Incorporated by reference to exhibit 2.1
to the Company’s Form 8-K, filed July 5, 2007).

Merger Agreement dated as of November 9, 2007 by and among ICF International, Inc., ICF
Consulting Group, Inc., ICF Consulting Group Acquisition, Inc., Simat, Helliesen & Eichner, Inc.,
and Other Parties Named Herein (Incorporated by reference to exhibit 2.1 to the Company’s
Form 8-K, filed December 7, 2007).

Merger Agreement dated as of January 23, 2008 by and among ICF International, Inc., ICF
Consulting Group, Inc., Jones & Stokes Associates, Inc., and Other Parties Named Herein
(Incorporated by reference to exhibit 2.1 to the Company’s Form 8-K, filed February 15, 2008).

Stock Purchase Agreement by and among ICF Consulting Group, Inc., and ICF International, Inc.,
infoGROUP Inc., and Opinion Research Corporation (Macro Acquisition), dated March 27, 2009
(Incorporated by reference to exhibit 2.1 to the Company’s Form 8-K, filed April 6, 2009).

Amended and Restated Certificate of Incorporation (Incorporated by reference to exhibit 4.1 to the
Company’s Registration Statement on Form S-8 (File No. 333-137975), effective as of October 12,
2006).

62

Exhibit
Number

Exhibit

3.2

4.1

4.2

4.3

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

10.10

10.11

10.12

Amended and Restated Bylaws of ICF International, Inc. (Incorporated by reference to exhibit 3.1 to
the Company’s Form 8-K, filed on September 23, 2008).

Specimen common stock certificate (Incorporated by reference to exhibit 4.1 to the Company’s
Form S-1).

See exhibits 3.1 and 3.2 for provisions of the Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws of the Registrant defining the rights of holders of common stock of
the Company.

Form of Amended and Restated Registration Rights Agreement (Incorporated by reference to exhibit
4.2 to the Company’s Form S-1).

2006 Long-Term Equity Incentive Plan (Incorporated by reference to exhibit 10.2 to the Company’s
Form S-1).

2006 Employee Stock Purchase Plan (Incorporated by reference to exhibit 10.3 to the Company’s
Form S-1).

Amended and Restated Business Loan and Security Agreement dated as of October 5, 2005 by and
among ICF Consulting Group Holdings, Inc. and ICF Consulting Group, Inc., as Borrowers, Citizens
Bank of Pennsylvania, Chevy Chase Bank, F.S.B., PNC Bank, National Association, Commerce
Bank, N.A., as Lenders, and Citizens Bank of Pennsylvania, as Agent; and First Modification to
Amended and Restated Business Loan and Security Agreement and Other Loan Documents, dated as
of March 14, 2006; and Second Modification to Amended and Restated Business Loan and Security
Agreement and Other Loan Documents, dated as of August 25, 2006 (Incorporated by reference to
exhibit 10.4 to the Company’s Form S-1).

Agreement of Sublease between ICF Kaiser International, Inc. and ICF Consulting Group, Inc. dated
June 1999 (Incorporated by reference to exhibit 10.12 to the Company’s Form S-1).

Assignment Agreement regarding Deed of Lease among B2TECS, Hunters Branch Leasing, LLC and
ICF Consulting Group, Inc. dated effective October 7, 2005 (Incorporated by reference to exhibit
10.13 to the Company’s Form S-1).

Deed of Lease by and between Hunters Branch Leasing, LLC and ICF Consulting Group, Inc.,
effective April 1, 2010.

Contract between the State of Louisiana, through the Division of Administration, Office of
Community Development, and ICF Emergency Management Services, LLC dated effective June 12,
2006 (Incorporated by reference to exhibit 10.14 to the Company’s Form S-1).

Restricted Stock Agreement dated September 6, 2005 between ICF Consulting Group, Inc. and Ellen
Glover (Incorporated by reference to exhibit 10.16 to the Company’s Form S-1).

Restated Employment Agreement dated December 29, 2008 between the Registrant and Sudhakar
Kesavan (Incorporated by reference to exhibit 10.1 to the Company’s Form 8-K, filed December 30,
2008).

Restated Severance Protection Agreement dated December 29, 2008 between the Registrant and
Sudhakar Kesavan (Incorporated by reference to exhibit 10.2 to the Company’s Form 8-K, filed
December 30, 2008).

Restated Severance Protection Agreement dated December 12, 2008 between the Registrant and Alan
Stewart (Incorporated by reference to exhibit 10.1 to the Company’s Form 8-K, filed December 18,
2008).

Restated Severance Protection Agreement dated December 12, 2008 between the Registrant and John
Wasson (Incorporated by reference to exhibit 10.2 to the Company’s Form 8-K, filed December 18,
2008).

63

Exhibit
Number

10.13

10.14

10.15

10.16

10.17

10.18

10.19

10.20

10.21

10.22

10.23

10.24

Exhibit

Amended Severance Letter Agreement dated December 12, 2008 between the Registrant and
Alan Stewart (Incorporated by reference to exhibit 10.3 to the Company’s Form 8-K filed
December 18, 2008).

Amended Severance Letter Agreement dated December 12, 2008 between the Registrant and
John Wasson (Incorporated by reference to exhibit 10.4 to the Company’s Form 8-K filed
December 18, 2008).

First Amendment to Contract dated July 24, 2006 between ICF Emergency Management Services,
LLC and the State of Louisiana, through the Division of Administration, Office of Community
Development (Incorporated by reference to exhibit 10.1 to the Company’s Form 8-K, filed
October 24, 2006).

Second Amendment of Contract dated September 28, 2006 between ICF Emergency Management
Services, LLC and the State of Louisiana, through the Division of Administration, Office of
Community Development (Incorporated by reference to exhibit 10.2 to the Company’s Form 8-K,
filed October 24, 2006).

Third Amendment of Contract dated October 18, 2006 between ICF Emergency Management
Services, LLC and the State of Louisiana, through the Division of Administration, Office of
Community Development (Incorporated by reference to exhibit 10.3 to the Company’s Form 8-K,
filed October 24, 2006).

Fourth Amendment of Contract between ICF Emergency Management Services, LLC and the State
of Louisiana, through the Division of Administration, Office of the Community Development
(Incorporated by reference to exhibit 10.1 to the Company’s Form 8-K, filed March 28, 2007).

Fifth Amendment of Contract between ICF Emergency Management Services, LLC and the State of
Louisiana, through the Division of Administration, Office of Community Development (Incorporated
by reference to exhibit 10.1 to the Company’s Form 8-K, filed June 29, 2007).

Fourth Modification to Amended and Restated Business Loan and Security Agreement and Other
Loan Documents, dated June 28, 2007 (Incorporated by reference to exhibit 10.1 to the Company’s
Form 8-K, filed July 5, 2007).

Sixth Amendment of Contract between ICF Emergency Management Services, LLC and the State of
Louisiana, through the Division of Administration, Office of Community Development (Incorporated
by reference to exhibit 10.1 to the Company’s Form 8-K, filed November 7, 2007).

Seventh Amendment of Contract between ICF Emergency Management Services, LLC and the State
of Louisiana, through the Division of Administration, Office of Community Development
(Incorporated by reference to exhibit 10.1 to the Company’s Form 8-K, filed December 19, 2007).

Fifth Modification to Amended and Restated Business Loan and Security Agreement and Other Loan
Documents, dated December 3, 2007 (Incorporated by reference to exhibit 10.1 to the Company’s
Form 8-K, filed December 7, 2007).

Sixth Modification to Amended and Restated Business Loan and Security Agreement and Other
Loan Documents, dated February 14, 2008 (Incorporated by reference to exhibit 10.1 to the
Company’s Form 8-K, filed February 15, 2008).

64

Exhibit
Number

10.25

10.26

10.27

10.28

10.29

10.30

10.31

21.0

23.0

31.1

31.2

32.1

32.2

Exhibit

Second Amended and Restated Business Loan and Security Agreement dated as of February 20,
2008 by and among ICF International, Inc. and ICF Consulting Group, Inc., as Borrowers, Citizens
Bank of Pennsylvania, as a Lender and Administrative Agent, Bank of America, N.A., as a Lender
and Syndication Agent, CitiBank, N.A. and SunTrust Bank, as Lenders and Documentation Agents,
Branch Banking and Trust Company, Commerce Bank, N.A., HSBC Bank USA, National
Association, PNC Bank, National Association, and Chevy Chase Bank, N.A. as Lenders, and RBS
Securities Corporation (d/b/a RBS Greenwich Capital), as sole and exclusive lead arranger and book
running manager (Incorporated by reference to exhibit 10.1 to the Company’s Form 8-K, filed
February 25, 2008).

Restricted Stock Award Agreement dated March 14, 2008 between the Registrant and Eileen O’Shea
Auen (Incorporated by reference to exhibit 10.1 to the Company’s Form 10-Q, filed May 12, 2008).

Restricted Stock Award Agreement dated March 14, 2008 between the Registrant and Richard M.
Feldt (Incorporated by reference to exhibit 10.2 to the Company’s Form 10-Q, filed May 12, 2008).

ICF International, Inc. Nonqualified Deferred Compensation Plan (Incorporated by reference to
exhibit 10.3 to the Company’s Form 10-Q, filed May 12, 2008).

Eighth Amendment of Contract between ICF Emergency Management Services, LLC and the State
of Louisiana, through the Division of Administration, Office of Community Development
(Incorporated by reference to exhibit 10.1 to the Company’s Form 8-K, filed July 22, 2008).

Employment Agreement by and between the Company and Alan Stewart, dated December 17, 2009.

Underwriting Agreement by and among the Company, William Blair & Company, L.L.C. and Stifel,
Nicolaus & Company, Incorporated, dated December 10, 2009 (Incorporated by reference to exhibit
10.1 to the Company’s Form 8-K, filed December 15, 2009).

Subsidiaries of the Registrant.

Consent of Grant Thornton LLP.

Certificate of the Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a).

Certificate of the Principal Financial and Accounting Officer Pursuant to Exchange Act
Rule 13a-14(a) and 15d-14(a).

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.

65

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 11, 2010

ICF INTERNATIONAL, INC.

By:

/s/ SUDHAKAR KESAVAN

Sudhakar Kesavan
Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by

the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ SUDHAKAR KESAVAN

Sudhakar Kesavan

/s/ ALAN STEWART

Alan Stewart

/s/ SCOTT BRESLER

Scott Bresler

Chairman, President and Chief
Executive Officer (Principal
Executive Officer)

March 11, 2010

Senior Vice President, Chief

March 11, 2010

Financial Officer and Secretary
(Principal Financial Officer)

Controller (Principal Accounting

March 11, 2010

Officer)

/s/ EDWARD H. BERSOFF

Director

March 11, 2010

Edward H. Bersoff

/s/ SRIKANT M. DATAR

Director

March 11, 2010

Srikant M. Datar

/s/

JOEL R. JACKS
Joel R. Jacks

/s/ DAVID C. LUCIEN

David C. Lucien

Director

Director

March 11, 2010

March 11, 2010

/s/ PETER M. SCHULTE

Director

March 11, 2010

Peter M. Schulte

/s/ RICHARD M. FELDT

Director

March 11, 2010

Richard M. Feldt

/s/ EILEEN O’SHEA AUEN

Director

March 11, 2010

Eileen O’Shea Auen

66

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders
ICF International, Inc., and Subsidiaries

We have audited the accompanying consolidated balance sheets of ICF International, Inc. and Subsidiaries (the
“Company”), as of December 31, 2009 and 2008, and the related consolidated statements of earnings, stockholders’
equity, and cash flows for each of the three years in the period ended December 31, 2009. We also have audited the
Company’s internal control over financial reporting as of December 31, 2009, based on criteria established in
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Company’s management is responsible for these 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 accompanying Management’s Report on Internal Control Over Financial
Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the
Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight

Board (United States). Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement and whether effective internal
control over financial reporting was maintained in all material respects. Our audits of the financial statements
include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. 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 such other procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our opinions.

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 (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial

position of ICF International, Inc. and Subsidiaries as of December 31, 2009 and 2008, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2009 in conformity
with accounting principles generally accepted in the United States of America. Also in our opinion, ICF
International, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework
issued by COSO.

McLean, Virginia
March 11, 2010

/s/ Grant Thornton LLP

F-1

ICF International, Inc., and Subsidiaries

Consolidated Balance Sheets

2009

2008

(in thousands of dollars)

December 31,

Assets

Current Assets

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contract receivables, net
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

2,353
174,120
6,666
4,175
—
1,337

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

188,651

Total property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22,600

$

1,536
150,778
4,507
3,530
2,180
4,186

166,717

13,373

Other assets:

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible assets, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

323,467
38,474
2,123
6,912

198,724
16,844
2,078
3,281

Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$582,227

$401,017

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued salaries and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 27,075
32,072
21,770
19,370

$ 27,740
27,405
35,295
12,352

Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100,287

102,792

Long-term Liabilities:

Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred rent
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

145,000
2,914
11,656
4,810

80,000
2,361
10,849
2,098

Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

264,667

198,100

Commitments and Contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Stockholders’ Equity

Preferred stock, par value $.001 per share; 5,000,000 shares authorized; none

issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Common stock, $.001 par value; 70,000,000 shares authorized, 19,278,591 and

15,188,320 shares issued; and 19,278,591 and 15,106,522 shares outstanding . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stockholder notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

—

—

19
211,412
106,466
—
—
(337)

15
120,550
84,110
(1,474)
(12)
(272)

Total Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

317,560

202,917

Total Liabilities and Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$582,227

$401,017

The accompanying notes are an integral part of these statements.

F-2

ICF International, Inc., and Subsidiaries

Consolidated Statements of Earnings

Year ended December 31,

2009

2008

2007

Contract Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(in thousands of dollars, except per
share data)
$697,426

$727,120

$674,399

Direct Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

411,334

460,002

532,153

Operating costs and expenses

Indirect and selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

203,428
9,416
11,137

170,360
5,407
8,683

118,128
2,432
3,884

Earnings from Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

39,084

52,974

70,523

Other (Expense) Income

Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5,107)
1,005

(4,082)
581

(1,944)
519

Income Before Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

34,982

49,473

69,098

Income Tax Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12,626

20,750

28,542

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 22,356

$ 28,723

$ 40,556

Earnings per Share:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

1.45
1.40

$
$

1.96
1.88

$
$

2.87
2.72

Weighted-average Common Shares Outstanding:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15,433
15,914

14,641
15,270

14,152
14,896

The accompanying notes are an integral part of these statements.

F-3

ICF International, Inc., and Subsidiaries

Consolidated Statement of Stockholders’ Equity
(in thousands)

Years ended December 31, 2009, 2008
and 2007

Common Stock

Shares Amount

Additional
Paid-in
Capital

Retained
Earnings

Treasury Stock

Shares Amount

Stockholder
Notes
Receivable

Accumulated
Other
Comprehensive
Income (Loss)

$ 98,995 $ 15,701

58
40,556 —

$ (428)
—

$(562)
—

$ 227
—

January 1, 2007 . . . . . . . . . . . . . . . . . . . 13,875
Net income . . . . . . . . . . . . . . . . . . . . —

$ 14
—

Other Comprehensive Income
Foreign currency translation

adjustment

. . . . . . . . . . . . . . . . . . —

—

Total Comprehensive Income

. . . . . . .
Equity compensation . . . . . . . . . . . .
Unrecognized tax benefits . . . . . . . .
Proceeds from initial public

offering . . . . . . . . . . . . . . . . . . . . .
Exercise of stock options . . . . . . . . .
Net payments from management
stockholder issuances and
buybacks . . . . . . . . . . . . . . . . . . . .

Tax benefits of stock option

—

—

3,680

12
3924

651

1

6 —

150

—

2

2

exercises . . . . . . . . . . . . . . . . . . . . —
Proceeds on stockholder notes . . . . . —
Interest receivable from stockholder

notes . . . . . . . . . . . . . . . . . . . . . . . —

—
—

—

3,034
—

— —
— —

—

— —

— —

—

—

134

(870)

(318)

—
—

—

—

—
562

(21)

—

—
—

—

Total

$113,947
40,556

134

40,690
3,680
(870)

12
3,925

(168)

3,034
562

(21)

December 31, 2007 . . . . . . . . . . . . . . . . . 14,532

$ 15

$109,795 $ 55,387

62

$ (746)

$ (21)

$ 361

$164,791

Net income . . . . . . . . . . . . . . . . . . . . —

—

—

28,723 —

Other Comprehensive Income
Foreign currency translation

adjustment

. . . . . . . . . . . . . . . . . . —

—

—

— —

—

—

Total Comprehensive Income

. . . . . . .
Equity compensation . . . . . . . . . . . .
Exercise of stock options . . . . . . . . .
Issuance of shares pursuant to
vesting of Restricted Stock
Units . . . . . . . . . . . . . . . . . . . . . . .

Net payments for stockholder

384 —

6,473
2,127

268

(1,601)

(105)

1,601

issuances and buybacks . . . . . . . .

(77) —

485

— 125

(2,329)

Tax benefits of stock option

exercises . . . . . . . . . . . . . . . . . . . . —
Proceeds on stockholder notes . . . . . —

—
—

3,271
—

— —
— —

—
—

—

—

—

—

9

—

28,723

(633)

—

—
—

(633)

28,090
6,473
2,127

—

(1,844)

3,271
9

December 31, 2008 . . . . . . . . . . . . . . . . . 15,107

$ 15

$120,550 $ 84,110

82

$(1,474)

$ (12)

$(272)

$202,917

Net income . . . . . . . . . . . . . . . . . . . . —

—

—

22,356 —

Other Comprehensive Income
Foreign currency translation

adjustment

. . . . . . . . . . . . . . . . . . —

—

—

— —

—

—

—

—

—

22,356

(65)

(65)

Total Comprehensive Income

. . . . . . .

Issuance of shares pursuant to

secondary offering . . . . . . . . . . . .
Equity compensation . . . . . . . . . . . .
Exercise of stock options . . . . . . . . .
Issuance of shares pursuant to
vesting of Restricted Stock
Units . . . . . . . . . . . . . . . . . . . . . . .

Net payments for stockholder

3565

4

337 —

83,290
7,192
1,093

(93)

1,739

409

(3,914)

(141)

3,914

issuances and buybacks . . . . . . . .

(139) —

88

— 152

(4,179)

Tax benefits of stock option

exercises . . . . . . . . . . . . . . . . . . . . —
Proceeds on stockholder notes . . . . . —

—
—

3,113
—

— —
— —

—
—

—

—
12

—

—
—

22,291

83,294
7,192
2,832

—

(4,091)

3,113
12

December 31, 2009 . . . . . . . . . . . . . . . . . 19,279

$ 19

$211,412 $106,466 — $ —

$ —

$(337)

$317,560

The accompanying notes are an integral part of these statements.

F-4

ICF International, Inc., and Subsidiaries

Consolidated Statements of Cash Flows

Year ended December 31,

Cash Flows from operating activities

2009

2008

2007

(in thousands of dollars)

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating

$ 22,356

$ 28,723

$ 40,556

activities:

Accrued interest on stockholder notes . . . . . . . . . . . . . . . . . . . . . . . . . .
Bad debt expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on disposal of fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash equity compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities:

Contract receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued salaries and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax receivable/payable . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Cash Provided by Operating Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Flows from Investing Activities

Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for business acquisitions, net of cash received . . . . . . . . . . . . . . . .
Payments for trademark applications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalized software development costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Cash Used in Investing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Flows from Financing Activities

Advances from working capital facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments on working capital facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash related to Caliber acquisition . . . . . . . . . . . . . . . . . . . . . . . . .
Debt issue costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from secondary offering, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercise of options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax benefits of stock option exercises and award vesting . . . . . . . . . . . . . . .
Issuances of stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares reacquired in net share issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments received on stockholder notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Cash Provided by Financing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of Exchange Rate on Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (Decrease) in Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
241
2,203
(14)
7,192
20,553

15,948
(3,962)
(3,763)
(3,207)
(16,813)
4,341
1,150
2,135
106
88

48,554

(8,068)
(188,672)

—
(437)

—
422
(3,380)
127
6,473
14,090

57,022
598
(50,654)
(4,219)
(12,608)
(3,834)
(1,905)
(3,415)
567
(3,373)

24,634

(9,929)
(51,422)
—
(341)

(21)
2,376
(1,815)
68
3,680
6,316

(62,695)
(860)
53,255
2,771
9,850
(2,512)
(4,348)
(2,112)
(7)
(1,151)

43,351

(3,662)
(96,392)
(14)
(130)

(197,177)

(61,692)

(100,198)

315,784
(250,784)

—
(655)
83,294
2,832
3,113
88
(4,179)
12

149,505

(65)

817

270,949
(238,028)
1,325
(1,315)
—
2,127
3,271
485
(2,329)
9

36,494

(633)

(1,197)

334,608
(287,529)
2,147
(142)
12
3,925
3,034
246
(414)
562

56,449

134

(264)

2,997

2,733

Cash, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,536

2,733

$

2,353

$

1,536

$

Supplemental disclosures of cash flow information:

Cash paid during the period:

Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

4,664

$

4,505

$

1,476

7,644

$ 24,445

$ 31,839

The accompanying notes are an integral part of these statements.

F-5

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements
December 31, 2009, 2008, and 2007
(dollar amounts in tables in thousands, except per share data)

NOTE A—BASIS OF PRESENTATION AND NATURE OF OPERATIONS

Basis of Presentation and Nature of Operations

The accompanying consolidated financial statements include the accounts of ICF International, Inc.
(“ICFI”), and its subsidiary, ICF Consulting Group, Inc. (“Consulting”), (collectively, “the Company”).
Consulting is a wholly owned subsidiary of ICFI. ICFI is a holding company with no operations or assets, other
than its investment in the common stock of Consulting. The operations of Consulting are conducted within the
following subsidiaries:

•

•

•

•

•

•

•

•

•

•

•

•

•

•

ICF Incorporated, L.L.C.

ICF Resources, L.L.C.

Systems Applications International, L.L.C.

ICF Associates, L.L.C.

ICF Services Company, L.L.C.

ICF Consulting Services, L.L.C.

ICF Emergency Management Services, LLC

ICF Consulting Ltd. (UK)

ICF Consulting Canada, Inc.

ICF Consulting PTY Ltd. (Australia)

ICF/EKO (Russia)

ICF Consultoria do Brasil, Ltda.

ICF Consulting India Private Ltd.

Synergy, Inc.

• Caliber Associates, Inc.

• Advanced Performance Consulting Group, Inc.

• Energy and Environmental Analysis, Incorporated

• Z-Tech Corporation

•

•

•

•

Simat, Helliesen & Eichner, Inc.

SH&E Limited (UK)

Jones & Stokes Associates, Inc.

ICF International Consulting (Beijing) Company, Ltd.

• Macro International Inc.

•

Jacob & Sundstrom, Inc.

All subsidiaries are wholly owned by Consulting. All significant intercompany transactions and balances

have been eliminated.

F-6

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE A—BASIS OF PRESENTATION AND NATURE OF OPERATIONS—Continued

Nature of Operations

The Company provides management, technology, and policy consulting and implementation services in the

areas of energy, environment, and infrastructure, health, human services, and social programs; and homeland
security and defense. The Company’s major clients are United States (“U.S.”) government agencies, especially
the Department of Health and Human Services, the Department of Defense, the Department of Homeland
Security, the Environmental Protection Agency, the Department of State, the Department of Transportation, the
Department of Agriculture, the Department of Housing and Urban Development, and the Department of Justice;
commercial entities, particularly air transportation and energy market participants; and other government
organizations throughout the United States and the world. The Company offers a full range of services to these
clients, including strategy, analysis, program management, and information technology solutions that combine
diverse institutional knowledge and experience in their activities with the deep subject matter expertise of a
highly educated staff, which the Company deploys in multi-disciplinary teams.

The Company, incorporated in Delaware, is headquartered in Fairfax, Virginia, with over 50 domestic
regional offices (as of December 31, 2009), and international offices in Brazil, Canada, India, Russia, China, and
the United Kingdom.

Reclassifications

Certain amounts in 2008 and 2007 consolidated financial statements have been reclassified to conform to

the current year presentation.

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been

rendered, the contract price is fixed or determinable, and collectibility is reasonably assured.

The Company’s contracts with clients are either cost-based, time-and-materials, or fixed-price contracts.

Revenues under cost-based contracts are recognized as costs are incurred. Applicable estimated profits are
included in earnings as a percentage of contract costs. Incentives, award fees, or penalties related to performance
are also considered in estimating revenue and profit rates based on actual and anticipated awards. Revenues for
time-and-materials contracts are recorded on the basis of allowable labor hours worked, multiplied by the
contract-defined billing rates, plus the costs of other items used in the performance of the contract. Profits on
time-and-materials contracts result from the difference between the cost of services performed and the contract-
defined billing rates for these services.

Revenue for fixed-price contracts is recognized when earned, generally as work is performed. Services

performed vary from contract to contract and are generally not uniformly performed over the term of the
arrangement. We recognize revenue in a number of different ways on fixed-price contracts, including:

•

revenue on certain fixed-price contracts is recorded each period based on contract costs incurred to date
compared with total estimated costs at completion (cost-to-cost method). Performance is based on the
ratio of costs incurred to total estimated costs where the costs incurred represent a reasonable surrogate
for output measures of contract performance, including the presentation of deliverables to the client.

F-7

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—Continued

Progress on a contract is matched against project costs and costs to complete on a periodic basis.
Clients are obligated to pay as services are performed, and in the event that a client cancels the
contract, payment for services performed through the date of cancellation is negotiated with the client;

•

•

revenue on certain other fixed-price contracts is recognized ratably over the period benefited; and

revenue on certain other fixed-price contracts is recognized as service is delivered to the customer
provided there are not acceptance provisions or other performance obligations.

Revenue recognition requires judgment relative to assessing risks, estimating contract revenue and costs,
and making assumptions for schedule and technical issues. Due to the size and nature of many of the Company’s
contracts, the estimation of revenue and costs can be complicated and is subject to many variables. Contract costs
include labor, subcontracting costs, and other direct costs, as well as allocation of allowable indirect costs.
Assumptions have to be made regarding the length of time to complete the contract because costs also include
expected increases in wages, prices for subcontractors, and other direct costs. From time to time, facts develop
that require the Company to revise its estimated total costs and revenue on a contract. To the extent that a revised
estimate affects contract profit or revenue previously recognized, the Company records the cumulative effect of
the revision in the period in which the facts requiring the revision become known. Provision for the full amount
of an anticipated loss on any type of contract is recognized in the period in which it becomes probable and can be
reasonably estimated.

Invoices to clients are generated in accordance with the terms of the applicable contract, which may not be
directly related to the performance of services. Unbilled receivables are invoiced based upon the achievement of
specific events as defined by each contract including deliverables, timetables, and incurrence of certain costs.
Unbilled receivables are classified as a current asset. Advanced billings to clients in excess of revenue earned are
recorded as deferred revenue until the revenue recognition criteria are met. Reimbursements of out-of-pocket
expenses are included in revenue with corresponding costs incurred by the Company included in cost of revenue.

Approximately 60 percent, 36 percent, and 27 percent of the Company’s revenue for the years 2009, 2008,
and 2007, respectively, were derived under prime contracts and subcontracts with agencies and departments of
the U.S. federal government.

The approximate percentage of revenue by contract type was as follows:

Cost-based . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Time-and-materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed-price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2009

20%
51%
29%

2008

11%
67%
22%

2007

9%
55%
36%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100%

100%

100%

For the years ending December 31, 2009, 2008, and 2007, revenue from various branches of the Department

of Health and Human Services (“HHS”) accounted for approximately 17 percent or $113.6 million, 9 percent or
$60.9 million, and 5 percent or $38.1 million, respectively, of the Company’s revenue. The accounts receivable
due from HHS contracts as of December 31, 2009 and 2008 was approximately $27.0 million and $13.3 million,
respectively.

F-8

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—Continued

In June of 2006, the Company was awarded a contract by the State of Louisiana, which ended in June 2009.

For the year ending December 31, 2009, 2008, and 2007, revenue from the State of Louisiana accounted for
approximately 9 percent or $60.4 million, 38 percent or $264.8 million, and 63 percent or $459.4 million,
respectively, of the Company’s revenue. The accounts receivable due from the State of Louisiana contract as of
December 31, 2009 and 2008, was approximately $0.8 million and $12.5 million, respectively.

Payments to the Company on cost-based contracts with the U.S. government are provisional payments
subject to adjustment upon audit by the government. Such audits have been finalized through December 31, 2006
and any adjustments have been immaterial. Contract revenue for subsequent periods has been recorded in
amounts that are expected to be realized upon final audit and settlement of costs in those years.

Cash and Cash Equivalents

The Company considers cash on deposit and all highly liquid investments with original maturities of three
months or less to be cash and cash equivalents. Cash and cash equivalents as of the end of 2009 and 2008 was
$2.4 million and $1.5 million, respectively.

Property and Equipment

Property and equipment are carried at cost and are depreciated using the straight-line method over their

estimated useful lives, which range from two to seven years. Leasehold improvements are amortized on a
straight-line basis over the shorter of the economic life of the improvement or the related lease term. Assets
acquired in acquisitions are recorded at fair value.

Goodwill and Other Intangible Assets

Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and
intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are
not amortized, but instead reviewed annually (or more frequently if impairment indicators arise) for impairment.
Intangible assets with estimable useful lives must be amortized over such lives and reviewed for impairment.

The Company has elected to perform the annual goodwill impairment review as of September 30 of each

year. The Company has determined that it has one reporting unit for purposes of performing this test. The
Company employed the methods of determining fair value of the reporting unit was determined on the basis of
market capitalization. Based upon management’s review, including an annual valuation report issued by an
independent valuation firm, it was determined that no goodwill impairment charge was required for 2009, 2008,
or 2007.

Capitalized Software

The Company capitalizes software development costs for certain software modeling tools. These costs are

capitalized in accordance with the Software Accounting Standards. Amortization expense is recorded on a
straight-line basis over the expected economic life, typically five years.

Equity Compensation

The Company accounts for incentive stock awards in accordance with stock-based compensation accounting

standards. Under this method, compensation expense for all awards is recognized based upon the grant date.

F-9

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—Continued

The Company has elected to use the Black-Scholes-Merton option pricing model to value any options
granted and to amortize compensation expense relating to share-based payments on a straight-line basis over the
requisite service period. The Company will reconsider its use of the Black-Scholes-Merton model if additional
information becomes available in the future that indicates another model would be more appropriate or if grants
issued in future periods have characteristics that prevent their value from being reasonably estimated using this
model.

Long-lived Assets

The Company is required to review long-lived assets and certain identifiable intangibles for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset might not be
recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of
an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the
asset exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair
value, less cost to sell.

Foreign Currency Translation

As of December 31, 2009 and 2008, the Company held approximately $1.9 million and $1.5 million,

respectively, in foreign financial institutions.

The financial positions and results of operations of the Company’s foreign affiliates are based on the local

currency as the functional currency and translated to U.S. dollars for financial reporting purposes. Assets and
liabilities of the affiliates are translated at the exchange rate in effect at year-end. Income statement accounts are
translated at the average rate of exchange prevailing during the year. Translation adjustments arising from the use
of differing exchange rates from period to period are included in accumulated other comprehensive income in
stockholders’ equity. Gains and losses resulting from foreign currency transactions included in operations are not
material for any of the periods presented.

Deferred Rent

The Company recognizes rent expense on a straight-line basis over the term of each lease. Lease incentives

or abatements received at or near the inception of leases are accrued and amortized ratably over the life of the
lease.

Fair Value of Financial Instruments

ASC Topic 825-10-65 requires disclosure about the fair value of financial instruments. We believe the
carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and
other current liabilities approximate their estimated fair values at December 31, 2009, due to their short
maturities. We believe the carrying value of our lines of credit payable approximate the estimated fair value for
debt with similar terms, interest rates, and remaining maturities currently available to companies with similar
credit ratings at December 31, 2009.

F-10

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—Continued

Derivative Financial Instruments

From time to time, the Company uses derivative financial instruments to manage its exposure to fluctuations
in interest rates on its Credit Facility. Historically, such derivatives were not accounted for as a cash flow hedge,
and were recorded as either an asset or liability in the consolidated balance sheet, and periodically adjusted to fair
value through earnings. For years ended December 31, 2009 and 2008, the Company did not have any derivate
financial instruments outstanding. The Company does not hold or issue derivative instruments for trading
purposes.

Income Taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of
temporary differences between the financial statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year
in which those temporary differences are expected to be recovered or settled. The Company evaluates its ability
to benefit from all deferred tax assets and establishes valuation allowances for amounts it believes are not more
likely than not to be realizable.

Segment

The Company has concluded that it operates in one segment based upon the information used by
management in evaluating the performance of its business and allocating resources. This single segment
represents the Company’s core business, professional services primarily for government clients. Although the
Company describes multiple service offerings to three markets to provide a better understanding of the
Company’s business operations, the Company does not manage its business or allocate resources based upon
those service offerings or markets.

Risks and Uncertainties

Financial instruments that potentially subject the Company to concentrations of credit risk consist
principally of cash and cash equivalents and contract receivables. The majority of the Company’s cash
transactions are processed through one U.S. commercial bank. Cash in excess of daily requirements is used to
reduce any amounts outstanding under the Company’s Second Amended and Restated Business Loan and
Security Agreement (“Credit Facility”) or invested in overnight investment sweeps. To date, the Company has
not incurred losses related to cash and cash equivalents.

The Company’s contract receivables consist principally of contract receivables from agencies and

departments of, as well as from prime contractors to, the U.S. government, other governments, and commercial
organizations. The Company extends credit in the normal course of operations and does not require collateral
from its clients.

The Company has historically been, and continues to be, heavily dependent upon contracts with the U.S.
government and is subject to audit by audit agencies of the government. Such audits determine, among other
things, whether an adjustment of invoices rendered to the government is appropriate under the underlying terms
of the contracts. Management does not expect any significant adjustments, as a result of government audits, that
will adversely affect the Company’s financial position.

F-11

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—Continued

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the

United States of America requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, and contingent liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Business Combinations. In December 2007, the Financial Accounting Standards Board (“FASB”) issued

new guidance pertaining to how business acquisitions are accounted for at their acquisition date and in
subsequent periods. The new guidance changes the accounting for business combinations at the acquisition date
to a fair value based approach rather than the cost allocation approach of prior guidance. The new guidance also
requires acquisition-related transaction expenses and restructuring costs to be expensed as incurred rather than
capitalized as a component of the business combination. Other key differences include changes in the accounting
for acquired contingencies and income taxes. This new guidance was applicable for business combinations that
occurred after January 1, 2009. This new guidance has been applied in the acquisitions of Macro and Jacob &
Sundstrom that occurred in 2009. As a result of the new principle, $1.4 million in acquisition-related expense
was recognized in 2009. To the extent we continue to make acquisitions, the new principle could impact our
future financial statements and related disclosures.

Determination of the Useful Life of Intangible Assets. In April 2008, the FASB issued new guidance
pertaining to the factors that must be considered when developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset. The new guidance requires a consistent approach
between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the
fair value of the asset as required under the business combination accounting guidance. In addition, enhanced
disclosures are required when an intangible asset’s expected future cash flows are affected by an entity’s intent
and/or ability to renew or extend the arrangement. The new guidance was effective January 1, 2009. The new
guidance was applied prospectively and the adoption did not have a material impact on our financial condition,
results of operations, or cash flows.

Fair Value Measurement of Nonfinancial Assets and Liabilities on a Nonrecurring Basis. In February 2008,

the FASB issued new guidance related to fair value accounting for nonfinancial assets and nonfinancial
liabilities. The accounting standard for those assets and liabilities did not have a material impact on our financial
position, results of operations, or liquidity. We did not have any significant nonfinancial assets or nonfinancial
liabilities that would be recognized or disclosed at fair value on a recurring basis as of December 31, 2009.

Fair Value Measurement and Disclosure for Liabilities. In August 2009, the FASB issued new accounting

guidance to clarify how entities should determine the fair value of liabilities. The guidance indicates that in
circumstances in which a quoted price in an active market for the identical liability is not available, a reporting
entity is required to measure fair value using either a valuation technique that uses the quoted price of the
identical liability when traded as an asset or quoted prices for similar liabilities when traded as assets or another
valuation technique that is consistent with the fair value principles of the income approach or market approach. It
also clarified that when estimating the fair value of a liability, a reporting entity is not required to include a
separate input or adjustment to other inputs to reflect the existence of a restriction that prevents the transfer of the
liability. This guidance was effective October 1, 2009. The adoption of this guidance did not have a material
impact on the Company’s financial statements.

F-12

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—Continued

The following accounting standards have been issued, but were not yet effective as of December 31, 2009,

and thus have yet to be adopted by the Company.

Revenue Arrangements with Multiple Deliverables. In October 2009, the FASB revised the accounting
guidance pertaining to revenue arrangements with multiple deliverables. Prior to this guidance, in order for
deliverables within an arrangement to be separated, the items must have stand-alone value as defined by the
statement and there must be objective and reliable evidence of fair value for all elements, or at a minimum, the
undelivered elements within the arrangement. Objective and reliable evidence is demonstrated by having vendor-
specific-objective-evidence (“VSOE”) of fair value, consisting of the price charged when the deliverable is sold
separately or a price established by management with the authority to establish the price for the item before it is
to be sold separately. If VSOE did not exist, third-party evidence was also acceptable. The new standard allows
for the use of an estimated management selling price to determine the value of deliverables within an
arrangement when VSOE or third-party evidence does not exist. The new guidance also eliminates the use of the
residual method of allocation allowed in the previous guidance. The guidance will be effective for the Company
beginning January 1, 2011 and can be applied prospectively or retrospectively. At this time, the Company is
assessing the impact of this revised guidance.

Consolidations, Improvements to Financial Reporting by Enterprises involved with Variable Interest
Entities. In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the
consolidation of variable interest entities (“VIEs”). The amendment requires an entity to qualitatively, rather than
quantitatively, assess the determination of the primary beneficiary of a VIE. This determination should be based
on whether the entity has the power to direct the activities that most significantly impact the economic
performance of the VIE and the obligation to absorb losses or the right to receive benefits of the VIE that could
potentially be significant to the VIE. Other key changes include: the requirement for an ongoing reconsideration
of the primary beneficiary, the criteria for determining whether service-provider or decision-maker contracts are
variable interests, the consideration of kick-out and removal rights in determining whether an entity is a VIE, the
types of events that trigger the reassessment of whether an entity is a VIE, and the expansion of the disclosures
previously required. The impact of the adoption may be applied retrospectively with a cumulative-effect
adjustment to retained earnings as of the beginning of the first year restated, or through a cumulative-effect
adjustment on the date of adoption. This guidance is effective for fiscal years beginning after November 15,
2009. Early adoption is prohibited. The Company does not believe the adoption of this guidance will have a
material impact on its consolidated financial position, results of operations, or cash flows.

NOTE C—CONTRACT RECEIVABLES

Contract receivables consisted of the following at December 31:

Billed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unbilled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retainages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . .

2009

2008

$141,269
32,893
1,965
326
(2,333)

$110,018
42,172
1,479
487
(3,378)

Contract receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$174,120

$150,778

F-13

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE C—CONTRACT RECEIVABLES—Continued

Contract receivables, net of the established allowance, are stated at amounts expected to be realized in future
periods. Unbilled receivables result from revenue that has been earned in advance of billing. Unbilled receivables
can be invoiced at contractually defined intervals or milestones, as well as upon completion of the contract or
government audits. The Company anticipates that the majority of unbilled receivables will be substantially billed
and collected within one year, and therefore, classifies them as current assets in accordance with industry practice.

The allowance for doubtful accounts is determined based upon management’s best estimate of potentially

uncollectible contract receivables. The factors that influence management’s estimate include historical
experience and management’s expectations of future losses on a contract-by-contract basis. The Company writes
off contract receivables when such amounts are determined to be uncollectible. Losses have historically been
within management’s expectations.

NOTE D—PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31:

Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 8,425
17,369
6,558
13,987

$ 6,451
10,823
5,441
9,413

2009

2008

Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . .

46,339
(23,739)

32,128
(18,755)

$ 22,600

$ 13,373

Depreciation expense for property and equipment for the years ended December 31, 2009, 2008, and 2007,

was approximately $9.0 million, $5.1 million, and $2.4 million, respectively.

NOTE E—GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The changes in the carrying amount of goodwill for the fiscal years ended December 31 were as follows:

Balance as of January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill resulting from the Macro acquisition . . . . . . . . . . . . . . . .
Goodwill and adjustments resulting from the Jacob & Sundstrom

2009

2008

$198,724
104,126

$159,491
—

acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21,572

—

Goodwill and adjustments resulting from the Jones & Stokes

acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,929)

42,967

Goodwill and adjustments resulting from the other prior

acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

974

(3,734)

Balance as of December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$323,467

$198,724

F-14

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE E—GOODWILL AND OTHER INTANGIBLE ASSETS—Continued

Jacob & Sundstrom, Inc.

Effective December 10, 2009, the Company acquired 100 percent of the outstanding common shares of

Jacob & Sundstrom, Inc. (“Jacob & Sundstrom”), a privately held information technology firm specializing in
providing cybersecurity and identity management services to U.S. federal civilian and defense agencies. With the
acquisition, the Company offers an expanded range of advisory and implementation solutions across its federal
and energy industry client base to assist in mitigating emerging cybersecurity threats and vulnerabilities.

The aggregate purchase price of approximately $32.2 million in cash, including the working capital
adjustment required by the stock purchase agreement, was funded by the Company’s Credit Facility. The
Company has engaged an independent valuation firm to assist management in the allocation of the purchase price
to goodwill and to other acquired intangible assets, but this allocation has not yet been finalized. The excess of
the purchase price over the estimated fair value of the net tangible assets acquired was approximately $29.0
million. The Company has preliminarily allocated approximately $21.6 million to goodwill and $7.4 million to
other intangible assets. The intangible assets consist of approximately $7.0 million of customer-related
intangibles that are being amortized over seven years and $0.4 million of marketing-related intangibles that are
being amortized over two years. The Company is still evaluating pre-acquisition contingencies; therefore, the
final allocation of the purchase price has not been completed. Jacob & Sundstrom was purchased under the
election provisions of Internal Revenue Code 338(h)(10), and, therefore, goodwill and the amortization of
intangibles are deductible for tax purposes. The results of operations for Jacob & Sundstrom are included in the
Company’s statement of earnings effective December 10, 2009.

The Company incurred approximately $0.4 million of transaction expenses related to the acquisition. The

expenses are recorded on the statement of earnings as indirect and selling expenses. The Company does not
consider this to be a material business combination, and therefore, pro forma and certain other disclosures are not
provided.

Macro International Inc.

Effective March 31, 2009, the Company acquired 100 percent of the outstanding common shares of Macro

International Inc. (“Macro”). Macro provides research and evaluation, management consulting, marketing
communications, and information services to key agencies of the federal government. Macro is recognized for its
expertise in research, evaluation, consulting, and implementation services, particularly in federal health
programs, covering a wide range of health issues in the U.S. and internationally. In addition to its health-related
expertise, Macro has strong credentials in housing, labor, and veterans affairs issues. The Company undertook
the acquisition to expand its health-related and large project implementation capabilities across key federal
markets, to add service offerings and clients in one of its largest markets, and to provide significant growth
potential and cross-selling opportunities.

The aggregate purchase price of approximately $157.6 million in cash, including the working capital
adjustment required by the stock purchase agreement, was funded by the Company’s Credit Facility. The
Company engaged an independent valuation firm to assist management in the allocation of the purchase price to
goodwill and to other acquired intangible assets. The excess of the purchase price over the estimated fair value of
the net tangible assets acquired was approximately $129.5 million. The Company has allocated approximately
$104.1 million to goodwill and $25.4 million to other intangible assets. The intangible assets consist of
approximately $24.6 million of customer-related intangibles that are being amortized over seven years, and $0.8
million of marketing-related intangibles that were amortized over 9 months. Macro was purchased under the

F-15

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE E—GOODWILL AND OTHER INTANGIBLE ASSETS—Continued

election provisions of Internal Revenue Code 338(h)(10), and therefore, goodwill and the amortization of
intangibles are deductible for tax purposes. The Company is still evaluating pre-acquisition contingencies;
therefore, the final allocation of the purchase price has not been completed. The results of operations for Macro
are included in the Company’s statement of earnings after March 31, 2009.

The Company incurred approximately $1.0 million of transaction expenses in the first quarter of 2009

related to the acquisition. The expenses are recorded on the statement of earnings as indirect and selling
expenses. In addition, the Company incurred $0.6 million in debt issuance costs as a result of amending the
Credit Facility in connection with obtaining lender approval to finalize the transaction. The debt issuance costs
were recorded as other assets and will be amortized over the remaining life of the Credit Facility.

The fair values as reported below represent management’s estimates of the fair values as of the acquisition

date.

The purchase price allocation is as follows:

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contract receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer-related intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing-related intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued salaries and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Billings in excess of costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

75
36,585
633
24,574
797
104,126
134
5,274

172,198

3,209
7,342
1,483
2,574

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14,608

Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$157,590

Since the acquisition date, revenue from Macro, included in the consolidated statement of earnings, was
approximately $109.2 million, based on the revenue from contracts in its name. We do not intend to maintain
Macro as a separate stand-alone operation and have been in the process of integrating its operations and projects,
including line and staff personnel, into the rest of the Company. We are also determining the impact this new
business will have on our current cost structure pursuant to federal contracting guidance; therefore, it is
impractical to provide earnings information for Macro.

F-16

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE E—GOODWILL AND OTHER INTANGIBLE ASSETS—Continued

Pro forma Information (Unaudited)

The following unaudited condensed pro forma information presents combined financial information as if the

acquisition of Macro had been effective at the beginning of each twelve-month period presented. The pro forma
information includes adjustments reflecting changes in the amortization of intangibles, profit-sharing expense,
acquisition-related expense, and interest expense, and records income tax effects as if Macro had been included
in the Company’s results of operations:

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$709,839
$ 42,047
$ 23,850

$847,094
$ 63,486
$ 33,770

Earnings per share:

Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

1.55
1.50

$
$

2.31
2.21

Year Ended December 31

2009

2008

Jones & Stokes Associates, Inc.

In February 2008, the Company acquired 100 percent of the outstanding common stock of Jones & Stokes

Associates, Inc. (“Jones & Stokes”), a privately held firm that provides integrated planning and resource
management services, specializing in the transportation, energy, water, and natural resource management sectors.
Jones & Stokes supports a broad mix of commercial and federal, state, and local government clients on projects
to plan and implement infrastructure improvements and mandated government programs. The Company
undertook the acquisition to expand its environmental and large project implementation capabilities across such
strategic growth areas as transportation and infrastructure, energy, climate change, and water resources. The
Company also undertook the acquisition to expand its presence in the western U.S. markets, where natural
resource issues are a growing concern and where Jones & Stokes has outstanding market presence.

The aggregate purchase price was approximately $50.4 million, including $49.0 million of cash and $1.4
million of transaction expenses. The Company engaged an independent valuation firm to assist management in
the allocation of the purchase price to goodwill and to other acquired intangible assets. The excess of the
purchase price over the estimated fair value of the net tangible assets acquired was approximately $46 million.
The Company has allocated approximately $41.0 million to goodwill and $5.0 million to other intangible assets.
The intangible assets consist of customer-related intangibles and marketing-related intangibles in the amounts of
approximately $2.9 million and $2.1 million, respectively. The customer-related intangibles and marketing-
related intangibles are being amortized over seven years and two years, respectively. The weighted-average
period of amortization for all intangible assets as of December 31, 2008, is 4.9 years. Neither the goodwill nor
the acquired intangibles are deductible for tax purposes. The results of operations for Jones & Stokes have been
included in the Company’s statement of earnings since February 13, 2008.

The fair value of acquired assets and liabilities are finalized and represent management’s best estimates of

the fair values as of the acquisition date.

Simat, Helliesen & Eichner, Inc.

Effective December 3, 2007, the Company acquired 100 percent of the outstanding common shares of
Simat, Helliesen & Eichner, Inc. (“SH&E”), a privately held aviation transportation consulting firm that provides

F-17

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE E—GOODWILL AND OTHER INTANGIBLE ASSETS—Continued

strategy, policy, regulatory, financial, and technical consulting services to airlines, airports, and other public and
private industry stakeholders. The Company believes that the acquisition will enhance its transportation service
offerings, which had been concentrated primarily on surface transportation, with federal, state, and industry
clients; enhance its position in key federal markets such as the Federal Aviation Administration and
Transportation Security Administration; and combine its climate change expertise with SH&E’s strong aviation
presence to be a leader in the expanding air transport and climate change market.

The aggregate purchase price was approximately $52.5 million, including $51.4 million of cash and $1.1
million of transaction expenses. The Company engaged an independent valuation firm to assist management in
the allocation of the purchase price to goodwill and to other acquired intangible assets. The excess of the
purchase price over the estimated fair value of the net tangible assets acquired was approximately $48.9 million.
The Company allocated approximately $39.5 million to goodwill and $9.4 million to other intangible assets. The
intangible assets consist of customer-related intangibles, developed technology, and marketing-related
intangibles in the amounts of approximately $6.6 million, $2.3 million, and $0.5 million, respectively. The
customer-related intangibles and developed technology are being amortized over seven years and six years,
respectively. The marketing-related intangibles were amortized over one year. Neither the goodwill, nor the
acquired intangibles, are deductible for tax purposes. The results of operations for SH&E are included in the
Company’s statement of earnings since December 3, 2007.

Z-Tech Corporation

On June 28, 2007, the Company acquired 100 percent of the outstanding shares of Z-Tech Corporation
(“Z-Tech”), a privately held company that provides software engineering, Web design and development, and
scientific computing services for federal health agencies. Z-Tech primarily provides services to the five main
agencies of the U.S. Department of Health and Human Services, including the National Institutes of Health,
Centers for Disease Control and Prevention, U.S. Food and Drug Administration, Substance Abuse and Mental
Health Services Administration, and Centers for Medicare and Medicaid Services. The Company undertook the
acquisition to become a leader in the high-growth market of health information technology and gain a stronger
presence in the federal health care market by combining Z-Tech’s technology and program support expertise with
the Company’s established presence in health communications, policy, and clearinghouses.

The initial purchase price was approximately $32.8 million, including approximately $32.5 million in cash

and $0.3 million in transaction expenses. In addition to the initial consideration, the purchase agreement provided
for additional cash payments of up to $8.0 million if certain performance criteria are met. The performance
criteria were partially met, and an additional cash payment of $5.2 million was paid and recorded as goodwill.
The results of operations for Z-Tech are included in the Company’s statement of earnings since June 28, 2007.

Management, with the assistance of a valuation specialist, prepared the allocation of the purchase price to
goodwill and to other acquired intangible assets. The excess of the purchase price over the estimated fair value of
the net tangible assets acquired was approximately $33.9 million. The Company has allocated approximately
$24.9 million to goodwill and $9.0 million to other intangible assets. Goodwill and intangibles related to this
acquisition are not deductible for tax purposes.

F-18

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE E—GOODWILL AND OTHER INTANGIBLE ASSETS—Continued

Energy and Environmental Analysis, Incorporated and Advanced Performance Consulting Group, Inc.

During January of 2007, the Company acquired two other companies:

• The Company acquired 100 percent of the outstanding common stock of Energy and Environmental
Analysis, Incorporated (“EEA”), a privately held company specializing in energy market analyses,
modeling, transportation and energy technology, and environmental advisory services. EEA also
provides strategic planning and regulatory support to all segments of the natural gas industry. The
Company undertook the acquisition to increase its service offerings to the natural gas industry and to
combine modeling frameworks of the Company and EEA in the electricity and gas sectors to create a
unique platform for integrated energy analyses. Such analyses are becoming more important because of
the increased use of natural gas and liquefied natural gas as fuels to generate electric power, and the
increased interest in analyzing the impacts of evolving greenhouse gas regulations at the state,
provincial, and federal levels in North America.

• The Company also acquired 100 percent of the outstanding common stock of Advanced Performance
Consulting Group, Inc. (“APCG”), a privately held company that helps federal organizations develop
and implement strategy, improve enterprise performance, manage change, support employee growth,
and communicate effectively. The Company undertook the acquisition to enhance its capabilities in
human capital and strategic communications consulting and to complement its work with the
Department of Homeland Security, Department of Defense, and key civilian agencies.

The aggregate purchase price of these acquisitions was approximately $13.4 million, including
approximately $13.0 million in cash consideration and $0.4 million in transaction expenses. The results of
operations for EEA and APCG have been included in the Company’s statement of earnings since January 1,
2007.

Management, with the assistance of a valuation specialist, prepared the allocation of the purchase price to
goodwill and to other acquired intangible assets. The aggregate excess of the purchase price over the estimated
fair value of the net tangible assets acquired was approximately $11.8 million. The Company allocated
approximately $8.5 million to goodwill and $3.3 million to other intangible assets. Both EEA and APCG were
purchased under the election provisions of Internal Revenue Code 338(h)(10), and therefore, for these
acquisitions, goodwill and intangibles are deductible for tax purposes.

Other Intangible Assets

Intangible assets are primarily amortized over periods ranging from approximately 1 to 8 years. The
weighted-average period of amortization for all intangible assets as of December 31, 2009, is 6.6 years. The
customer-related intangible assets, which consist of customer contracts, backlog, and non-contractual customer
relationships, related to the acquisitions are being amortized based on estimated cash flows and respective
estimated economic benefit of the assets. The weighted-average period of amortization of the customer-related
intangibles is 6.8 years. Intangible assets related to acquired developed technology and marketing trade name
obtained in connection with business combinations are being amortized on a straight-line or accelerated basis
over their weighted-average periods of amortization of 5.2 years, and 2.1 years, respectively.

F-19

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE E—GOODWILL AND OTHER INTANGIBLE ASSETS—Continued

Other intangibles consisted of the following at December 31:

Customer-related intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-compete agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Developed technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing trade name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 50,396
—
3,339
420
—

$ 24,148
778
3,884
2,601
90

2009

2008

Less: accumulated amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

54,155
(15,681)

31,501
(14,657)

$ 38,474

$ 16,844

Aggregate amortization expense for the years ended December 31, 2009, 2008, and 2007, was

approximately $11.1 million, $8.7 million, and $3.9 million, respectively. The estimated future amortization
expense relating to intangible assets is as follows:

Year ending December 31,

2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$12,326
9,328
7,622
5,201
2,435
1,562

$38,474

Capitalized Software

Capitalized software development costs of $1.1 million and $0.7 million are included in other assets for the

years ended December 31, 2009 and 2008, respectively. These costs are for enhancements and upgrades to
software used in our project management services.

NOTE F—ACCRUED SALARIES AND BENEFITS

Accrued salaries and benefits consisted of the following at December 31:

Accrued bonuses and commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued vacation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued payroll taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 8,830
11,486
10,566
595
595

$ 9,960
7,838
7,505
472
1,630

2009

2008

$32,072

$27,405

F-20

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE G—ACCRUED EXPENSES

Accrued expenses consisted of the following at December 31:

2009

2008

Accrued subcontractor costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued insurance premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued professional services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued rent
Accrued software licensing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 9,663
3,602
1,570
965
1,104
2,265
488
2,113

$23,925
5,543
1,626
332
1,205
544
347
1,773

$21,770

$35,295

NOTE H—LONG-TERM DEBT

The Company entered into the Second Amended and Restated Business Loan and Security Agreement (the
“Credit Facility”) on February 20, 2008 with a syndication of nine commercial banks to allow for borrowings of
up to $350.0 million for a period of five years (until February 20, 2013). This Credit Facility is collateralized by
substantially all of the assets of the Company while providing for borrowings on a revolving line of credit up to
$275.0 million without a borrowing base requirement, subject to compliance with both financial and
non-financial covenants. The revised Credit Facility also provides for an “accordion feature,” which permits
additional revolving credit commitments up to $75.0 million under the same terms and conditions as the existing
revolving line of credit, subject to lenders’ approval. This Credit Facility has already provided pre-approval of
the lenders for the Company to acquire other companies with individual purchase prices of up to $75.0 million if
certain conditions are met and provides less restrictive financial and non-financial covenants than the Company’s
previous Credit Facility. The financial covenants require that the Company maintain, on a consolidated basis for
each quarter, a Fixed Charge Coverage Ratio of not less than 1.25 to 1.00 and a Leverage Ratio of not more than
3.50 to 1.00. On March 31, 2009, the Company and its lenders amended this Credit Facility to allow for the
acquisition of Macro, for permission to sell capital stock in one or more offerings (provided that the proceeds are
used to pay down the Credit Facility), and to increase the interest rate margins the Company pays to borrow
funds under this Credit Facility. The Company was in compliance with all financial and non-financial covenants
of the Credit Facility as of December 31, 2009.

The Company’s debt issuance costs are being amortized over the term of indebtedness and totaled

approximately $2.6 million and $1.9 million, net of accumulated amortization of approximately $1.0 million and
$0.6 million as of December 31, 2009 and December 31, 2008, respectively. Amortization expense of
approximately $0.4 million, $0.3 million, and $0.1 million was recorded in the accompanying Consolidated
Statements of Earnings for the years ended December 31, 2009, December 31, 2008, and December 31, 2007,
respectively.

F-21

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE H—LONG-TERM DEBT—Continued

Long-term debt consisted of the following at December 31:

Revolving Line of Credit/Swing Line provides for borrowings up to $275

million and matures in February 2013. Outstanding borrowings bear daily
interest at a base rate (based on the U.S. Prime Rate, which was 3.25% at
December 31, 2009, and 3.25% at December 31, 2008, plus a spread) or
LIBOR (1, 3, or 6 month rates) plus a spread, payable monthly . . . . . . . . . .

2009

2008

$145,000

$80,000

Less: current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

$145,000

$80,000

Letters of Credit

At December 31, 2009 and 2008, the Company had outstanding letters of credit totaling approximately $1.3

million and $0.8 million, respectively. These letters of credit are renewed annually.

NOTE I—INCOME TAXES

Income tax expense consisted of the following at December 31:

Current:

Federal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 7,959
1,431
652

$18,702
3,607
705

$24,030
5,503
815

2009

2008

2007

Deferred:

Federal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10,042

23,014

30,348

2,840
99
(355)

2,584

(1,550)
(333)
(381)

(2,264)

(1,486)
(320)
—

(1,806)

Income Tax Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$12,626

$20,750

$28,542

F-22

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE I—INCOME TAXES—Continued

Deferred tax assets (liabilities) consisted of the following at December 31:

Deferred Tax Assets
Current:

Stock option compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for bad debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued vacation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Total current deferred tax asset

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Non-current:

Foreign net operating loss carryforward (NOL) . . . . . . . . . . . . . . . . .
Stock option compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total non-current deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Deferred Tax Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Deferred Tax Assets Net of Valuation Allowance . . . . . . . . . . . . . . . .

2009

2008

119
660
3,543
55
692

5,069

108
983
855
434
387
794

3,561

8,630
—

8,630

$

828
1,476
2,425
—
1,537

6,266

115
1,735
1,028
—
—
414

3,292

9,558
(115)

9,443

Deferred Tax Liabilities
Current:

Retention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 481(a) adjustment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaids . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payroll taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current deferred liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(746)
(1,733)
(791)
(462)

(3,732)

(236)
(1,844)
_
_

(2,080)

Non-current:

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 481(a) adjustment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2,388)
(11,161)
(1,261)
(407)

(70)
(10,306)
(3,252)
(398)

Total non-current deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .

(15,217)

(14,026)

Total Net Deferred Tax Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(18,949)

(16,106)

Total Deferred Tax Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(10,319)

$ (6,663)

The need to establish valuation allowances for deferred assets is based on a more-likely-than-not threshold

that the benefit of such assets will be realized in future periods. Appropriate consideration is given to all
available evidence, including historical operating results, projections of taxable income, and tax planning
alternatives. During 2009, the Company determined it was more likely than not that the deferred tax assets of the
Company’s Brazilian and Russian operations would be realized. Therefore, the Company released the valuation
allowance against these deferred assets of $0.1 million.

F-23

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE I—INCOME TAXES—Continued

Effective January 1, 2009, the Company has made no provisions for deferred U.S. income taxes or

additional foreign taxes on any unremitted earnings of our controlled foreign subsidiaries because the Company
considers these earnings to be permanently invested. If these earnings were repatriated, in the form of dividends
or otherwise, the Company would be subject to U.S. income tax on these earnings. Determination of the amount
of unrecognized deferred U.S. income tax liability is not practicable due to the complexities associated with this
hypothetical calculation; however, unrecognized foreign tax credit carry forwards would be available to reduce
some portion of the U.S. tax liability. The Company has $0.4 million of foreign tax credits available for carry
forward related to deemed dividend inclusions from its controlled foreign corporations, as well as its foreign
branch operations as of December 31, 2009.

On January 1, 2007, the Company adopted the provisions of accounting for uncertainty in income taxes. The

total amount of unrecognized tax benefits as of December 31, 2009, and December 31, 2008, was $1.3 million
and $1.2 million, respectively. Included in the balance at December 31, 2009, and December 31, 2008, were $0.8
million and $1.2 million, respectively, of tax positions that, if recognized, would impact the effective tax rate.

The Company does not anticipate a significant increase or decrease to the total unrecognized tax benefit
during 2010. Our 2006 through 2009 tax years remain subject to examination by the Internal Revenue Service for
U.S. federal tax purposes.

The unrecognized tax benefit reconciliation from the beginning balance to the ending balance, excluding

penalty and interest, is as follows:

Unrecognized tax benefits at January 1, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase attributable to tax positions taken during a prior period . . . . . . . . . . . .
Increase attributable to acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Unrecognized tax benefits at December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase attributable to tax positions taken during a prior period . . . . . . . . . . . .
Decrease attributable to tax positions taken during a prior period . . . . . . . . . . .
Increase attributable to tax positions taken during the current period . . . . . . . . .
Decrease attributable to settlements with taxing authorities . . . . . . . . . . . . . . . .
Decrease attributable to lapse of statute of limitations . . . . . . . . . . . . . . . . . . . .

Unrecognized tax benefits at December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase attributable to tax positions taken during the prior period . . . . . . . . . . .
Increase attributable to tax positions taken during the current period . . . . . . . . .
Decrease attributable to settlements with taxing authorities . . . . . . . . . . . . . . . .
Decrease attributable to lapse of statute of limitations . . . . . . . . . . . . . . . . . . . .

804
126
1,293

2,223
74
(160)
170
(908)
(159)

1,240
92
361
(168)
(211)

Unrecognized tax benefits at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,314

During 2008 and 2009, we filed federal, state, and foreign tax returns for prior years related to one of our

2007 acquisitions. The effect of these returns was to reduce our unrecognized tax benefits by a total of $1.1
million and for us to pay total net tax of $0.4 million.

We continue our policy of not recognizing accrued interest and penalties related to unrecognized tax
benefits as a component of tax expense. The Company had approximately $0.3 million of accrued penalty and

F-24

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE I—INCOME TAXES—Continued

interest at December 31, 2008. During 2009, this amount was increased by $0.1 million, which was adjusted
through the penalty and interest expense and reflected in indirect and selling expenses and interest expense,
respectively. The Company had approximately $0.4 million of accrued penalty and interest at December 31,
2009.

The Company’s provision for income taxes differs from the anticipated United States federal statutory rate.

Approximate differences between the statutory rate and the Company’s provision are as follows:

Taxes at statutory rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State taxes, net of federal benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign tax rate differential and U.S. unrepatriated earnings . . . . . . . . .
Other permanent differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior year tax adjustments and changes in unrecognized tax benefits . . .
Tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2009

2008

2007

35.0%
4.6%
(0.6)%
1.6%

35.0%
35.0%
4.6%
4.6%
0.8%
1.0%
1.3%
1.4%
0.1%
(0.4)% (0.6)%
(3.4)%
0.9%
0.8%
(0.7)% (0.3)% (1.4)%

36.1%

41.9%

41.3%

NOTE J—ACCOUNTING FOR STOCK-BASED COMPENSATION

Stock Incentive Plans

Effective with the Company’s initial public offering of stock in September 2006, a long-term equity

incentive plan (the 2006 Plan) was adopted. The 2006 Plan permits the grant of nonqualified stock options,
incentive stock options, stock appreciation rights, restricted stock, performance shares, performance units, and
other incentive awards, including restricted stock units. Under the 2006 Plan, the Company may make awards of
up to 1,000,000 shares, plus an annual increase on the first day of each of the Company’s fiscal years beginning
in 2007, equal to the lesser of 3% of the number of outstanding shares of common stock, or an amount
determined by the Board of Directors. Under this “evergreen provision,” 416,241 additional shares were made
available under the plan in 2007, 217,973 additional shares in 2008, and 453,195 additional shares in 2009.
Persons eligible to participate in the 2006 Plan include all officers and key employees of the Company, as
determined by the Compensation Committee of the Board of Directors, and all non-employee directors.

Total compensation expense relating to stock-based compensation amounted to approximately $7.2 million,

$6.5 million, and $3.7 million for the years ended December 31, 2009, 2008, and 2007, respectively.

As of December 31, 2009, the total unrecognized compensation expense related to non-vested stock awards

totaled approximately $10.3 million. These amounts are expected to be recognized over a weighted-average
period of 1.84 years.

The assumptions of post-vesting employment termination forfeiture rates used in the determination of fair

value of stock awards issued during calendar year 2009 were based on the Company’s historical nine-year
average. The expected annualized forfeiture rates used varied from 1.8 percent to 6.8 percent, and the Company
does not expect these termination rates to vary significantly in the future.

F-25

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE J—ACCOUNTING FOR STOCK-BASED COMPENSATION—Continued

Stock Options

Option awards are granted with an exercise price equal to the fair value of the Company’s common stock on

the date of grant. All options outstanding as of December 31, 2009, have a 10-year contractual term. The
Company expenses the value of these option grants over the requisite service period, generally, the vesting
period. The Company recorded approximately $0.5 million of compensation expense related to stock options for
the year ended December 31, 2009. The fair value of the options is estimated on the date of grant using the
Black-Scholes-Merton pricing model. No options were granted during the years ended December 31, 2009, and
December 31, 2008. At December 31, 2009, unrecognized expense related to stock options totaled approximately
$0.1 million, and these costs are expected to be recognized over the first three months of 2010.

The following table summarizes changes in outstanding stock options:

Outstanding at December 31, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted in 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Outstanding at December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Outstanding at December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Outstanding at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Vested plus expected to vest at December 31, 2009 . . . . . . . . . . . . . . .

Exercisable at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Shares

1,487,082
210,000
(652,521)
(1,000)

1,043,561
(383,729)
(1,000)

658,832
(336,956)
(8,903)

312,973

312,886

246,307

Weighted-Average
Exercise Price

$ 6.01
$18.31
$ 6.01
$ 9.05

$ 8.48
$ 5.54
$ 5.00

$10.19
$ 8.40
$ 9.98

$12.12

$12.12

$10.45

The aggregate intrinsic value of the options outstanding in the preceding table was approximately $4.6
million and represents the total pre-tax intrinsic value of in-the-money options based on the Company’s closing
stock price of $26.80 as of December 31, 2009, which would have been received by the option holders had all
option holders exercised their options as of that date. The aggregate intrinsic value of options exercisable was
approximately $4.0 million. The intrinsic value of options vested and expected to vest was approximately
$4.6 million, and the intrinsic value of options exercised during the year ended December 31, 2009 was
approximately $6.0 million. As of December 31, 2009, the weighted-average remaining contractual term for
options vested and expected to vest was 4.92 years, and 4.29 years for exercisable options.

F-26

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE J—ACCOUNTING FOR STOCK-BASED COMPENSATION—Continued

Information regarding stock options outstanding as of the dates indicated is summarized below:

Range of
Exercise Prices

$5.00
$6.00
$6.10
$7.34
$9.05
$18.31

$5.00 to $18.31

OPTIONS OUTSTANDING

OPTIONS EXERCISABLE

Number
Outstanding
As of
12/31/09

Weighted
Average
Remaining
Contractual
Term

39,500
9,000
60,973
35,500
18,000
150,000

312,973

0.93
1.00
2.48
4.13
6.23
7.22

4.92

Weighted
Average
Exercise
Price

$5.00
$6.00
$6.10
$7.34
$9.05
$18.31

$12.12

Number
Exercisable
As of
12/31/09

Weighted
Average
Exercise
Price

39,500
9,000
60,973
35,500
18,000
83,334

246,307

$5.00
$6.00
$6.10
$7.34
$9.05
$18.31

$10.45

Restricted Stock Awards

Pursuant to the 2006 Plan, the Company issued 7,615 shares of restricted stock to the directors in the year

ended December 31, 2009. The average grant date fair value of these restricted stock awards was $25.99.

Compensation expense related to restricted stock awards computed under the fair value method for the year

ended December 31, 2009, was approximately $0.7 million. Unrecognized expense related to restricted stock
awards totaled approximately $0.1 million. Such amounts are expected to be recognized over a weighted-average
period of 1.2 years.

A summary of the Company’s restricted stock awards is presented below.

Weighted-
Average Grant
Date Fair
Value

Aggregate
Intrinsic Value
(in thousands)

Number of
Shares

Non-vested restricted stock awards at January 1, 2007 . . . . . . . . 139,583
9,485
(54,320)
(2,083)

Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Non-vested restricted stock awards at December 31, 2007 . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Non-vested restricted stock awards at December 31, 2008 . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

92,665
22,967
(57,607)
—

58,025
7,615
(54,346)
(4,500)

Non-vested restricted stock awards at December 31, 2009 . . . . .

6,794

$12.00
$25.30
$14.32
$12.00

$12.00
$19.85
$13.50
$ —

$13.62
$25.99
$14.54
$12.00

$21.20

$ 3,741
$
254
$(1,456)
(56)
$

$ 2,483
$
616
$(1,544)
0
$

$ 1,555
$
204
$(1,456)
$ (121)

$

182

The aggregate intrinsic value in the preceding table is based on the Company’s closing stock price of $26.80

as of December 31, 2009.

F-27

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE J—ACCOUNTING FOR STOCK-BASED COMPENSATION—Continued

Restricted Stock Units

During the year ended December 31, 2009, the Company awarded 306,883 restricted stock units to
employees that vest over three to five years. Upon vesting, the employee is issued one share of stock for each
restricted stock unit he or she holds. Restricted stock units were valued based on the grant date value of a share of
common stock and are expensed on a straight-line basis over the vesting period of the award. The weighted-
average grant date fair value of restricted stock units granted during the year ended December 31, 2009 was
$25.78.

Compensation expense related to restricted stock units computed under the fair value method for the year

ended December 31, 2009, was approximately $6.0 million.

At December 31, 2009, unrecognized expense related to restricted stock units totaled approximately $10.1
million. These costs are expected to be recognized over a weighted-average period of 2.9 years. The aggregate
intrinsic value of restricted stock units at December 31, 2009, that are expected to vest was approximately $12.6
million.

A summary of the Company’s restricted stock units is presented below.

Weighted-
Average Grant
Date Fair
Value

Aggregate
Intrinsic Value
(in thousands)

Number of
Shares

Non-vested restricted stock units at January 1, 2007 . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

464,000
462,965
—
(37,800)

889,165
Non-vested restricted stock units at December 31, 2007 . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47,257
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (267,835)
(44,916)
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

623,671
Non-vested restricted stock units at December 31, 2008 . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
306,883
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (409,084)
(35,453)
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Non-vested restricted stock units at December 31, 2009 . . . . . . .
Restricted stock units expected to vest in the future . . . . . . . . . .

486,017
470,914

$12.69
$24.82
$ —
$12.43

$19.02
$21.10
$18.97
$19.49

$19.16
$25.78
$28.33
$21.13

$15.48
$15.48

$ 12,435
$ 12,407
$ —
$ (1,013)

$ 23,830
$ 1,266
$ (7,178)
$ (1,204)

$ 16,714
$ 8,224
$(10,963)
(950)
$

$ 13,025
$ 12,620

The aggregate intrinsic value in the preceding table is based on the Company’s closing stock price of $26.80

as of December 31, 2009.

F-28

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE K—EARNINGS PER SHARE

Earnings Per Share

Basic earnings per share (EPS) is computed by dividing reported net income by the weighted-average

number of shares outstanding. Diluted EPS considers the potential dilution that could occur if common stock
equivalents were exercised or converted into stock. The difference between the basic and diluted weighted-
average equivalent shares with respect to the Company’s EPS calculation is due entirely to the assumed exercise
of stock options and the vesting of restricted stock and restricted stock units. The effect of 4,197 restricted stock
units had no impact upon the year ended December 31, 2009 because they were anti-dilutive to EPS. The dilutive
effect of stock options and awards for each period reported is summarized below:

Basic weighted-average shares outstanding . . . . . . . . . . . . . . . . . . . . . . .
Effect of potential exercise of stock options and unvested restricted

2009

2008

2007

15,433

(in thousands)
14,641

14,152

stock and restricted stock units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

481

629

744

Diluted weighted-average shares outstanding . . . . . . . . . . . . . . . . . . . . .

15,914

15,270

14,896

NOTE L—CAPITAL STRUCTURE

On December 16, 2009, the Company sold 3,565,000 shares of its common stock at $24.56 per share in
conjunction with a secondary public offering, which included 465,000 shares sold following exercise by the
underwriters of their over-allotment option to purchase additional shares. The $83.3 million of proceeds (net of
underwriting fees and expenses) from the sale of stock was applied to repayment of outstanding borrowings
incurred under the Company’s Credit Facility.

NOTE M—COMMITMENTS AND CONTINGENCIES

Litigation and Claims

Various lawsuits and claims and contingent liabilities arise in the ordinary course of the Company’s
business. The ultimate disposition of certain of these contingencies is not determinable at this time. The
Company’s management currently believes there are no current outstanding matters that will materially affect the
Company’s financial position or results of operations.

Operating Leases

The Company has entered into various operating leases for equipment and office space. Certain facility

leases may contain fixed escalation clauses, certain facility leases require that the Company pay operating
expenses in addition to base rental amounts, and three leases require the Company to maintain letters of credit.
Rent expense is recognized on a straight-line basis over the lease term. Rent expense and sub-lease income for
operating leases was approximately $29.5 million and $0.9 million, respectively, for 2009, approximately $21.2
million and $0.4 million, respectively, for 2008, and approximately $15.6 million and $0.3 million, respectively,
for 2007.

F-29

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE M—COMMITMENTS AND CONTINGENCIES—Continued

Future minimum rental payments under all non-cancelable operating leases are as follows:

Year ending December 31,

2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less: Sublease Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 27,414
24,232
20,393
10,995
6,017
30,835

$119,886
(521)

$119,365

Long-Term Agreements

The Company entered into an amended and restated employment agreement with Chief Executive Officer

Sudhakar Kesavan as of the effective date of the initial public offering, which was subsequently amended on
December 29, 2008, to bring it into compliance with Section 409A of the Internal Revenue Code. Mr. Kesavan
may terminate this agreement by giving 45 days notice to the Company, and the Company may terminate this
agreement either without cause or for cause upon written notice. Absent a change in control, if he is involuntarily
terminated without cause or resigns for good reason, as defined in the agreement, he will be paid all accrued
salary, a severance payment equal to two times his base salary, and a pro rata bonus for the year of termination.
Additionally, the vesting of his 16,666 unvested options held as of December 31, 2009, will be accelerated in
connection with such a termination.

The Company has also entered into severance letter agreements with Messrs. Wasson and Stewart, entitling
such officers to certain payments in the event of termination of employment by the Company other than for cause or
a voluntary resignation after a material adverse change in job responsibilities, compensation, or work location. In
the event of termination under such circumstances, the executives would be entitled to (i) continuation of their base
salary for 12 months or, if greater, the period during which each is subject to non-compete obligations and (ii) an
amount equal to the average annual bonus paid to the executive over the three years prior to his termination.

The Company has also entered into severance protection agreements with some of its executive officers,
allowing them to receive certain payments and benefits if they are terminated without cause or resign for good
reason within 24 months following a change in control. In the event of such termination, the executive will
receive, among other payments, (i) his base salary earned through the date of termination and pro rata bonus for
the year of termination and (ii) a lump-sum payment equal to three times the executive’s average annual taxable
W-2 compensation during the three years prior to termination.

NOTE N—EMPLOYEE BENEFIT PLANS

Retirement Savings Plan

Effective June 30, 1999, the Company established the ICF Consulting Group Retirement Savings Plan (the
Retirement Savings Plan). The Retirement Savings Plan is a defined contribution profit sharing plan with a cash
or deferred arrangement under Section 401(k) of the Internal Revenue Code.

F-30

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE N—EMPLOYEE BENEFIT PLANS—Continued

Participants in the Retirement Savings Plan are able to elect to defer up to 70 percent of their compensation
subject to statutory limitations, and were entitled to receive 100% employer matching contributions for the first
3% and 50% for the next 2 % of their compensation. Contribution expense related to the Retirement Savings Plan
for the years ended December 31, 2009, 2008, and 2007, was approximately $7.8 million, $5.8 million, and $4.4
million, respectively.

Deferred Compensation Plan

Certain key employees of the Company are eligible to defer a specified percentage of their cash

compensation by having it contributed to a nonqualified deferred compensation plan. Eligible employees may
elect to defer up to 80% of their base salary and up to 100% of performance bonuses, reduced by any amounts
withheld for the payment of taxes or other deductions required by law. Participants are at all times 100% vested
in their account balances. The Company funds its deferred compensation liabilities by making cash contributions
to a Rabbi Trust at the time the salary or bonus being deferred would otherwise be payable to the employee.
Gains or losses on amounts held by the Rabbi Trust are fully allocable to plan participants. As a result, the plan
has no net impact on the Company’s results of operations and the liability to plan participants is fully funded at
all times.

NOTE O—SUBSEQUENT EVENT

On March 8, 2010, the Company entered into a new lease that will replace its current headquarters lease,
which was due to expire in October 2012. The new lease will initially be for 201,707 square feet, with 57,025
square feet of additional space to be subsequently added. It will commence on April 1, 2010, and will expire on
December 31, 2022. Base rent under the agreement will be approximately $0.5 million per month with annual
escalations fixed at 2.5% per year, yielding a total lease commitment of approximately $89.3 million over the
twelve-year term of the lease. The Company will not incur any early termination penalties for the termination of
the original lease.

NOTE P—SUPPLEMENTAL INFORMATION

Valuation and Qualifying Accounts

Allowance for Doubtful Accounts

Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recoveries/write-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,378
463
(1,508)

$3,533
422
(577)

$1,347
2,461
(275)

Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,333

$3,378

$3,533

2009

2008

2007

Allowance for Deferred Tax Assets

Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Releases and other reductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 115
0
(115)

Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

0

$ 777
0
(662)

$ 115

2009

2008

2007

$739
36
—

$777

F-31

ICF International, Inc., and Subsidiaries

Notes to Consolidated Financial Statements—Continued

NOTE Q—SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

2009

2008

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

Contract revenue . . . . . . . . . $157,862 $175,405 $167,071 $174,061 $175,148 $184,063 $176,281 $161,934
11,297
9,322
Earnings from operations . .
6,142
5,116 $
Net earnings . . . . . . . . . . . . . $

12,661
6,868 $

14,295
7,898 $

10,137
5,169 $

14,721
7,815 $

10,030
5,882 $

9,595
6,189 $

Earnings per share:

Basic . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . .

0.39 $
0.38

0.34 $
0.33

0.33 $
0.32

0.38 $
0.37

0.54 $
0.51

0.54 $
0.52

0.47 $
0.45

0.41
0.40

Weighted-average common

shares outstanding

Basic . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . .

15,079
15,572

15,204
15,710

15,299
15,844

16,187
16,522

14,482
15,179

14,586
15,179

14,631
15,283

14,891
15,452

Note: Amounts do not sum to annual numbers in all cases due to rounding.

F-32

BOARD OF DIRECTORS

EXECUTIVE LEADERSHIP

Eileen O’Shea Auen
Chairperson and CEO
PMSI, Inc.

Dr. Edward H. Bersoff
Chairman and CEO
ATS Corporation

Dr. Srikant M. Datar
Senior Associate Dean
Harvard Business School

Richard M. Feldt
President and CEO
Evergreen Solar, Inc.

Joel R. Jacks
Managing Partner
CM Equity Partners

Sudhakar Kesavan
Chairman
ICF International, Inc.

David C. Lucien
Founder
DCL Associates

Peter M. Schulte
Managing Partner
CM Equity Partners

TRANSFER AGENT

American Stock Transfer & Trust Company
6201 15th Avenue
Brooklyn, New York 11219
1-800-937-5449

INDEPENDENT AUDITOR

Grant Thornton LLP
2010 Corporate Ridge Road
Suite 400
McLean, VA 22102
1-703-847-7500

INVESTOR CONTACT

Lynn Morgen/Betsy Brod
MBS Value Partners
424 Madison Avenue
Suite 400
New York, New York 10017
1-212-750-5800

Sudhakar Kesavan
Chairman & Chief Executive Officer

John Wasson
Chief Operating Officer

Ronald P. Vargo
Chief Financial Officer

Dr. Frank Abramcheck
Senior Vice President
Market Research & Business Processing

Dr. Douglas Beck
Senior Vice President
Government Affairs & Investor Relations

Gerald Croan
Executive Vice President
Corporate Strategy

Ellen Glover
Executive Vice President
Technology & Management Solutions

Candice Mendenhall
Senior Vice President
Human Resources

Philip Mihlmester
Senior Vice President
Energy, Environment & Transportation

Sandra Murray
Senior Vice President
Administration & Contracts

Sergio Ostria
Senior Vice President
Energy, Environment & Transportation

Isabel Reiff
Executive Vice President
Corporate Growth & Strategic Accounts

Jeanne Townend
Senior Vice President
Health, Education & Social Programs

Donald Zimmerman
Executive Vice President
Defense/Intelligence Group

CORPORATE OFFICE

ICF International, Inc.
9300 Lee Highway
Fairfax, VA 22031
1-703-934-3000
info@icfi.com

Cert no. SCS-COC-000648