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| PART I |
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| ITEM 1. | BUSINESS | | 2 |
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| ITEM 1A. | RISK FACTORS | | 12 |
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| ITEM 1B. | UNRESOLVED STAFF COMMENTS | | 27 |
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| ITEM 1C. | CYBERSECURITY | | 27 |
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| ITEM 2. | PROPERTIES | | 30 |
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| ITEM 3. | LEGAL PROCEEDINGS | | 30 |
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| ITEM 4. | MINE SAFETY DISCLOSURES | | 30 |
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| PART II |
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| ITEM 5. | MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | | 31 |
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| ITEM 6. | RESERVED | | 32 |
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| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | | 32 |
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| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | | 45 |
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| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | 46 |
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| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | | 80 |
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| ITEM 9A. | CONTROLS AND PROCEDURES | | 80 |
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| ITEM 9B. | OTHER INFORMATION | | 81 |
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| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | | 81 |
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| PART III |
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| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | | 82 |
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| ITEM 11. | EXECUTIVE COMPENSATION | | 82 |
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| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS | | 82 |
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| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | | 82 |
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| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | | 82 |
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| PART IV |
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| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | | 83 |
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| SIGNATURES | | 88 | |
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Part I
Forward-Looking Statements
This Annual Report on Form 10-K contains statements that are not historical facts and that constitute “forward looking statements” within the meaning of such terms under the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from those expressed in, or implied by, our forward-looking statements. Words such as “expects”, “intends”, “anticipates”, “believes”, “estimates”, “assumes”, “projects” and similar expressions are intended to identify such forward-looking statements. You should not rely solely on the forward-looking statements and should consider all uncertainties and risks throughout this Annual Report on Form 10-K, including those described under “Risk Factors”. These statements are based on information currently available, and we undertake no obligation to update any forward-looking statement as circumstances change.
Factors or events that could cause results or performance to differ materially from those expressed in our forward-looking statements include the following:
| • | changes in general U.S. and global economic conditions and economic conditions in the industries in which we operate; |
| • | social, political, and economic instability, unrest, significant changes, and other circumstances beyond our control, including circumstances related to changes in the U.S. political landscape; |
| • | our ability to retain existing clients and obtain new clients; |
| • | changes in competitive conditions; |
| • | our ability to introduce new service offerings; |
| • | availability of and retention of skilled technical employees and key personnel; |
| • | our ability to develop, adopt and use artificial intelligence and machine learning technologies in our service offerings; |
| • | changes in accounting standards, rules and interpretations; |
| • | the terminability of many of our contracts without penalty to our clients; |
| • | changes in immigration laws, patterns and other factors related to visa holders; |
| • | liabilities and unanticipated developments resulting from litigations, regulatory investigations and similar matters; |
| • | fluctuations due to currency exchange rate variations; |
| • | changes in other U.S. laws, rules and regulations, including the Internal Revenue Code; |
| • | changes in India’s geopolitical environment, laws, rules and regulations; |
| • | the impact and success of new acquisitions; |
| • | management’s ability to identify and manage risks; |
| • | the outbreak of any highly infectious or contagious diseases or the occurrence of pandemics, health epidemics or other outbreaks that disrupt business and day-to-day activities; |
| • | breach of our systems due to a cybersecurity attack; |
| • | changes in privacy and information security laws, regulations and policies; |
| • | seasonal weather conditions, climate change and severe weather; |
| • | the escalation of conflicts in the Middle East and Ukraine and the occurrence or escalation of other global conflicts; and |
| • | the transition of our finance and accounting functions from the U.S. to India. |
