ICF International, Inc.

Previous wording

Failure by Congress or other governmental bodies to approve budgets and debt ceiling increases in a timely fashion and related reductions in government spending;

Current wording

Failure by Congress or other governmental bodies to approve budgets and debt ceiling increases in a timely fashion and related reductions in government spending, as well as the impact resulting from a lengthy federal government shutdown;

Previous wording

As the federal government sharpens its focus on efficiency, transparency, consolidation, and accountability, we see growth opportunities for ICF’s fit-for-purpose technology solutions. Our offerings are innovative, agile, scalable, and aligned with commercial best practices, delivering clear and measurable outcomes. By combining deep institutional knowledge of our clients’ markets and data with our proven expertise in AI, open source, cloud-native, and commercially off the shelf low-code and no-code platforms, we are able to deliver highly functional, cost-effective solutions that meet the evolving demands of our customers while driving greater value and impact for taxpayers.

Current wording

As the federal government sharpens its focus on efficiency, transparency, consolidation, and accountability, we see growth opportunities for ICF’s fit-for-purpose technology solutions. Our offerings are innovative, agile, scalable, and aligned with commercial best practices, delivering clear and measurable outcomes. By combining deep institutional knowledge of our clients’ markets and data with our proven expertise in AI, open source, cloud-native, and commercially available off the shelf low-code and no-code platforms, we are able to deliver highly functional, cost-effective solutions that meet the evolving demands of our customers while driving greater value and impact for taxpayers.

Previous wording

As discussed in Part II, Item 7 of our Annual Report, during the six months ended June 30, 2025, we received notices for termination-for-convenience pursuant to the recent executive orders issued by the Administration or actions by DOGE which resulted in a reduction of $418.2 million of our backlog. The revenue recognized in fiscal year 2024 from the contracts subject to these terminations represented approximately 6.4% of the total 2024 fiscal year revenue.

Current wording

As discussed in Part II, Item 7 of our Annual Report, during the nine months ended September 30, 2025 we received notices for termination-for-convenience pursuant to the executive orders issued by the Administration or actions by DOGE which resulted in a reduction of $418.2 million of our backlog. The termination notices were received primarily in the first and second quarters of the 2025 fiscal year. The revenue recognized in fiscal year 2024 from the contracts subject to these terminations represented approximately 6.4% of the total 2024 fiscal year revenue.

Previous wording

Revenue. The decrease in revenue was driven by a reduction of $68.8 million from our U.S. federal government clients primarily as a result of terminated contracts during 2025 due to the Administration’s changing priorities and the actions recommended by DOGE, as well as the disruption of the typical U.S. federal government procurement cycle. This decline was offset by increases of $31.5 million, $0.9 million, and $0.6 million from our commercial, U.S. state and local government, and international government clients, respectively. The following were changes in revenue from our various client markets:

Current wording

Revenue. The decrease in revenue was driven by a reduction of $83.9 million from our U.S. federal government clients primarily as a result of terminated contracts during 2025 due to the Administration’s changing priorities and the actions recommended by DOGE, as well as the disruption in the typical U.S. federal government procurement cycle. This decline was offset by increases of $27.1 million, $3.0 million, and $2.2 million from our commercial, U.S. state and local government, and international government clients, respectively. The following were changes in revenue from our various client markets:

Previous wording

Energy, Environment, Infrastructure, and Disaster Recovery client market revenues increased $15.2 million, or 6.5%, driven by increases of $29.6 million, $1.1 million, and $0.4 million from our commercial, U.S. state and local government, and international government clients, respectively, offset by a decrease of $15.8 million from our U.S. federal government clients.

Current wording

Energy, Environment, Infrastructure, and Disaster Recovery client market revenues increased $9.2 million, or 3.9%, driven by increases of $26.5 million, $3.2 million, and $2.6 million from our commercial, U.S. state and local government, and international government clients, respectively, offset by a decrease of $23.1 million from our U.S. federal government clients.

Previous wording

Health and Social Programs client market revenues decreased $37.1 million, or 18.9%, driven by decreases of $36.9 million, $0.7 million, and $0.1 million from our U.S. federal government, U.S. state and local government, and international government clients, respectively, offset by an increase of $0.7 million from our commercial clients.

Current wording

Health and Social Programs client market revenues decreased $44.8 million, or 22.8%, driven by decreases of $45.9 million and $0.2 million from our U.S. federal government and U.S. state and local government clients, respectively, offset by increases of $0.9 million and $0.4 million from our commercial and international government clients, respectively.

Previous wording

Security and Other Civilian & Commercial client market revenues decreased by $14.0 million, or 16.9%, driven by a decrease of $16.1 million from our U.S. federal government clients, offset by increases of $1.2 million, $0.5 million, and $0.3 million from our commercial, U.S. state and local government, and international government clients, respectively.

Current wording

Security and Other Civilian & Commercial client market revenues decreased by $16.0 million, or 19.2%, driven by decreases of $15.0 million, $0.7 million, and $0.3 million from our U.S. federal government, international government, and commercial clients, respectively.

Previous wording

Revenue for the three months ended June 30, 2025 includes subcontractor and other direct costs, which decreased $20.5 million, or 15.5%, from the second quarter of 2024 and totaled $112.3 million and $132.8 million for the three months ended June 30, 2025 and 2024, respectively, and the margin on such costs.

Current wording

Revenue for the three months ended September 30, 2025 includes subcontractor and other direct costs, which decreased $15.0 million, or 11.8%, from the third quarter of 2024 and totaled $112.5 million and $127.6 million for the three months ended September 30, 2025 and 2024, respectively, and the margin on such costs.

Previous wording

Direct Costs. The decrease of $30.9 million in direct costs was primarily a result of terminated U.S. federal government contracts during 2025. For the three months ended June 30, 2025 and 2024, direct labor and related fringe benefit costs as a percentage of direct costs were 62.4% and 59.7%, respectively, and subcontractor and other direct costs as a percentage of direct costs were 37.6% and 40.3%, respectively. As a percentage of revenue, direct labor and related fringe benefit costs were 39.1% and 38.4%, respectively, and subcontractor and other direct costs were 23.6% and 25.9%, respectively, for the three months ended June 30, 2025 and 2024. Total direct costs as a percentage of revenue were 62.7% for the three months ended June 30, 2025, compared to 64.3% for the three months ended June 30, 2024.

Current wording

Direct Costs. The decrease of $34.5 million in direct costs was primarily a result of terminated U.S. federal government contracts during 2025. For the three months ended September 30, 2025 and 2024, direct labor and related fringe benefit costs as a percentage of direct costs were 61.3% and 60.8%, respectively, and subcontractor and other direct costs as a percentage of direct costs were 38.7% and 39.2%, respectively. As a percentage of revenue, direct labor and related fringe benefit costs were 38.2% and 38.2%, respectively, and subcontractor and other direct costs were 24.2% and 24.7%, respectively, for the three months ended September 30, 2025 and 2024. Total direct costs as a percentage of revenue were 62.4% for the three months ended September 30, 2025, compared to 62.9% for the three months ended September 30, 2024.

Previous wording

Depreciation and amortization. Our depreciation and amortization for the three months ended June 30, 2025 was $5.5 million compared to $4.9 million for the three months ended June 30, 2024.

Current wording

Depreciation and amortization. Depreciation and amortization for the three months ended September 30, 2025 was $5.0 million which was comparable to $4.8 million for the three months ended September 30, 2024.

Previous wording

The increase in amortization of intangible assets acquired in business combinations was primarily due to the amortization of intangible assets acquired in our acquisition of Applied Energy Group (“AEG”) in the fourth quarter of 2024.

Current wording

The increase of $0.9 million in amortization of intangible assets acquired in business combinations from $8.3 million for the three months ended September 30, 2024 to $9.2 million for the three months ended September 30, 2025 was primarily due to the amortization of intangible assets acquired in our acquisition of Applied Energy Group (“AEG”) in the fourth quarter of 2024.

Previous wording

Interest, net. The increase of $0.7 million in interest, net, was primarily due to higher average debt balance of $542.2 million for the three months ended June 30, 2025 compared to $493.8 million for the same period in 2024. Use of floating-to-fixed interest rate swap agreements to hedge the variable interest portion of our debt reduced our interest expense by $0.2 million for the three months ended June 30, 2025 compared to a reduction of $1.7 million for the same period in 2024. Inclusive of the impact of the swap agreements, our interest rate was 5.6% for the three months ended June 30, 2025 compared to 5.3% for 2024.

Current wording

Interest, net. The increase of $0.7 million in interest, net, was primarily due to higher average debt balance of $508.4 million for the three months ended September 30, 2025 compared to $462.9 million for the same period in 2024. Interest from debt facilities was $7.4 million for the three months ended September 30, 2025, compared to $7.9 million for the three months ended September 30, 2024. Use of floating-to-fixed interest rate swap agreements to hedge the variable interest portion of debt facilities reduced interest by $0.2 million for the three months ended September 30, 2025 compared to a reduction of $1.7 million for the same period in 2024. The average interest rate for our debt facilities was 5.7% for the three months ended September 30, 2025 compared to 6.7% for 2024. Inclusive of the impact of the swap agreements, our interest rate was 5.5% for the three months ended September 30, 2025 compared to 5.3% for 2024.

Previous wording

Other (expense) income. Other (expense) income increased $1.7 million primarily due to an increase in unrealized foreign currency loss, resulting from depreciation of the U.S. dollar against the Euro and British pound, the principal currencies in which we transact. If the U.S. dollar experiences additional depreciation in 2025, we may incur additional foreign currency losses.

Current wording

Other income (expense). The change in other income (expense) was primarily due to $1.3 million in unrealized foreign currency losses in 2024 due to the depreciation of the U.S. dollar against the British pound and the Euro.

Previous wording

Provision for Income Taxes. Our effective income tax rate for the three months ended June 30, 2025 and 2024 was 21.0% and 26.3%, respectively. The difference was primarily due to the increased research and experimentation tax credit in the second quarter of 2025 and the impact of foreign withholding taxes imposed upon a dividend distribution from our Canadian subsidiaries made during the second quarter of 2024.

Current wording

Provision for Income Taxes. Our effective income tax rate for the three months ended September 30, 2025 and 2024 was 22.7% and 13.8%, respectively. The difference was primarily due to unfavorable return to provision adjustments partially offset by adjustments to uncertain tax position related to research and experimentation tax credits.

Previous wording

Revenue. The decrease in revenue of $42.7 million was driven by a reduction of $103.4 million from our U.S. federal government clients primarily as a result of terminated contracts in the first six months of 2025 due to the Administration’s changing priorities and the actions recommended by DOGE, as well as the disruption of the typical U.S. federal government procurement cycle. This decline was offset by increases of $57.5 million, $2.4 million, and $0.8 million from our commercial, international government, and U.S. state and local government clients, respectively. The following were changes in revenue from our various client markets:

Current wording

Revenue. The decrease in revenue of $94.3 million was driven by a reduction of $188.8 million from our U.S. federal government clients primarily as a result of terminated contracts in the first nine months of 2025 due to the Administration’s changing priorities and the actions recommended by DOGE, as well as the disruption in the typical U.S. federal government procurement cycle. This decline was offset by increases of $86.2 million, $4.6 million, and $3.7 million from our commercial, international government, and U.S. state and local government clients, respectively. The following were changes in revenue from our various client markets:

Previous wording

Energy, Environment, Infrastructure, and Disaster Recovery client market revenues increased $29.1 million, or 6.4%, driven by increases of $51.5 million and $1.3 million from our commercial and international government clients, respectively, offset by decreases of $22.6 million and $1.0 million from our U.S. federal government and U.S. state and local government clients, respectively.

Current wording

Energy, Environment, Infrastructure, and Disaster Recovery client market revenues increased $37.2 million, or 5.4%, driven by increases of $79.8 million, $3.8 million, and $2.0 million from our commercial, international government, and U.S. state and local government clients, respectively, offset by a decrease of $48.4 million from our U.S. federal government clients.

Previous wording

Security and Other Civilian & Commercial client market revenues decreased by $12.8 million, or 7.9%, driven by a decrease of $19.3 million from our U.S. federal government clients, offset by increases of $4.5 million, $1.1 million, and $0.8 million from our commercial, international government, and U.S. state and local government clients, respectively.

Current wording

Security and Other Civilian & Commercial client market revenues decreased by $28.6 million, or 11.7%, driven by a decrease of $33.8 million from our U.S. federal government clients, offset by increases of $4.0 million, $0.8 million, and $0.4 million from our commercial, U.S. state and local government, and international government clients, respectively.

Previous wording

Revenue for the six months ended June 30, 2025 includes subcontractor and other direct costs, which decreased $30.4 million, or 12.0%, and totaled $222.9 million and $253.3 million for the six months ended June 30, 2025 and 2024, respectively, and the margin on such costs.

Current wording

Revenue for the nine months ended September 30, 2025 includes subcontractor and other direct costs, which decreased $45.5 million, or 11.9%, and totaled $335.4 million and $380.9 million for the nine months ended September 30, 2025 and 2024, respectively, and the margin on such costs.

Previous wording

Direct Costs. The decrease of $38.9 million in direct costs was primarily a result of terminated U.S. federal government contracts during the first six months of 2025. For the six months ended June 30, 2025 and 2024, direct labor and related fringe benefit costs as a percentage of direct costs were 62.9% and 60.4%, respectively, and subcontractor and other direct costs as a percentage of direct costs were 37.1% and 39.6%, respectively. As a percentage of revenue, direct labor and related fringe benefit costs were 39.2% and 38.4%, respectively, and subcontractor and other direct costs were 23.1% and 25.2%, respectively, for the six months ended June 30, 2025 and 2024. Total direct costs as a percentage of revenue were 62.4% for the six months ended June 30, 2025, compared to 63.6% for the six months ended June 30, 2024.

Current wording

Direct Costs. The decrease of $73.4 million in direct costs was primarily a result of terminated U.S. federal government contracts during 2025. For the nine months ended September 30, 2025 and 2024, direct labor and related fringe benefit costs as a percentage of direct costs were 62.4% and 60.5%, respectively, and subcontractor and other direct costs as a percentage of direct costs were 37.6% and 39.5%, respectively. As a percentage of revenue, direct labor and related fringe benefit costs were 38.9% and 38.3%, respectively, and subcontractor and other direct costs were 23.5% and 25.0%, respectively, for the nine months ended September 30, 2025 and 2024. Total direct costs as a percentage of revenue were 62.4% for the nine months ended September 30, 2025, compared to 63.3% for the nine months ended September 30, 2024.

Previous wording

Indirect and selling expenses. For the three months ended June 30, 2025, our indirect and selling expenses decreased by $4.1 million, or 3.2%, compared to the prior year, primarily as a result of a decrease of $4.6 million in general and administrative costs. The decrease in general and administrative costs was due, in part, to lower facilities expense as a result of facility consolidations in the fourth quarter of 2024. Our indirect and selling expenses as a percentage of revenue were 25.8% for the three months ended June 30, 2025, compared to 24.8% for the three months ended June 30, 2024.

Current wording

Indirect and selling expenses. For the nine months ended September 30, 2025, our indirect and selling expenses decreased by $11.8 million, or 3.0%, compared to the prior year, primarily as a result of a decrease of $11.1 million in general and administrative costs. The decrease in general and administrative costs was due, in part, to lower facilities expense as a result of facility consolidations in the fourth quarter of 2024. Our indirect and selling expenses as a percentage of revenue were 26.4% for the nine months ended September 30, 2025, compared to 25.5% for the nine months ended September 30, 2024.

Previous wording

Depreciation and amortization. Our depreciation and amortization for the six months ended June 30, 2025 was $10.8 million which is comparable to depreciation and amortization of $10.5 million for the six months ended June 30, 2024.

Current wording

Depreciation and amortization. Depreciation and amortization for the nine months ended September 30, 2025 was $15.8 million which is comparable to depreciation and amortization of $15.3 million for the nine months ended September 30, 2024.

Previous wording

The increase in amortization of intangible assets acquired in business combinations was primarily due to the amortization of intangible assets acquired in our acquisition of AEG in the fourth quarter of 2024.

Current wording

The increase of $3.0 million in amortization of intangible assets acquired in business combinations was primarily due to the amortization of intangible assets acquired in our acquisition of AEG in the fourth quarter of 2024.

Previous wording

Interest, net. Our interest, net, for the six months ended June 30, 2025 was $15.8 million which is comparable to interest, net, of $15.9 million for the six months ended June 30, 2024. Use of floating-to-fixed interest rate swap agreements to hedge the variable interest portion of our debt decreased our interest expense by $0.9 million for the six months ended June 30, 2025 compared to a reduction of $3.3 million for the same period in 2024. Inclusive of the impact of the swap agreements, our interest rate was 5.4% for the six months ended June 30, 2025 compared to 5.5% for 2024.

Current wording

Interest, net. Interest, net, for the nine months ended September 30, 2025 was $23.6 million which is comparable to interest, net, of $23.1 million for the nine months ended September 30, 2024. Interest from debt facilities was $22.5 million for the nine months ended September 30, 2025, compared to $25.1 million for the nine months ended September 30, 2024. Use of floating-to-fixed interest rate swap agreements to hedge the variable interest portion of debt facilities decreased interest by $1.1 million for the nine months ended September 30, 2025 compared to a reduction of $5.0 million for the same period in 2024. Inclusive of the impact of the swap agreements, our interest rate was 5.4% for both the nine months ended September 30, 2025 and 2024.

Previous wording

Other (expense) income. Other (expense) income increased $4.4 million year-over-year primarily due to $2.8 million in unrealized foreign currency loss, resulting from depreciation of the U.S. dollar against the Euro and British pound, the principal currencies in which we transact, and $1.7 million gain from divestiture of our commercial marketing business during 2024. If the U.S. dollar experiences additional depreciation in 2025, we may incur additional foreign currency losses.

Current wording

Other (expense) income. The change in other (expense) income of $3.3 million year-over-year was primarily due to $2.0 million of gains from divestiture of our commercial marketing business recognized during the nine months ended September 30, 2024, and $2.6 million in unrealized foreign currency loss for the nine months ended September 30, 2025 compared to $1.2 million for the same period in 2024, resulting from depreciation of the U.S. dollar against the Euro and British pound, the principal currencies in which we transact. If the U.S. dollar experiences additional depreciation in 2025, we may incur additional foreign currency losses.

Previous wording

Pre-tax gain related to the 2023 divestiture of our U.S. commercial marketing business which includes contingent gains realized in the first quarter of 2024.

Current wording

Pre-tax gain related to the 2023 divestiture of our U.S. commercial marketing business which includes contingent gains realized in the first and third quarters of 2024.

Previous wording

The amortization of intangible assets acquired from business combinations totaled $9.2 million and $8.3 million for the three months ended June 30, 2025 and 2024, respectively, and $18.7 million and $16.6 million for the six months ended June 30, 2025 and 2024, respectively.

Current wording

The amortization of intangible assets acquired from business combinations totaled $9.2 million and $8.3 million for the three months ended September 30, 2025 and 2024, respectively, and $27.9 million and $24.9 million for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Income tax effects were calculated using the effective tax rate, adjusted for certain discrete items, if any, of 21.0% and 26.3% for the three months ended June 30, 2025 and 2024, respectively, and 23.1% and 23.4% for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Income tax effects were calculated using the effective tax rate, adjusted for certain discrete items, if any, of 22.7% and 13.8% for the three months ended September 30, 2025 and 2024, respectively, and 23.0% and 20.0% for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Liquidity and Borrowing Capacity. In addition to cash and cash equivalents on hand and cash generated from operations, our primary source of liquidity is from our Credit Facility with a syndicate of multiple commercial banks, as described in “Note 5– Debt” in the “Notes to Consolidated Financial Statements” in this Quarterly Report. The Credit Facility requires that we remain in compliance with certain financial and non-financial covenants (as defined by the Credit Agreement, see “Note 10 – Long-Term Debt” in the “Notes to Consolidated Financial Statements” in our Annual Report for additional details). As of June 30, 2025, we were in compliance with these covenants, and we had $488.3 million available under the Credit Facility to fund our ongoing operations, future acquisitions, dividend payments, and share repurchase program.

Current wording

Liquidity and Borrowing Capacity. In addition to cash and cash equivalents on hand and cash generated from operations, our primary source of liquidity is from our Credit Facility with a syndicate of multiple commercial banks, as described in “Note 5– Debt” in the “Notes to Consolidated Financial Statements” in this Quarterly Report. The Credit Facility requires that we remain in compliance with certain financial and non-financial covenants (as defined by the Credit Agreement, see “Note 10 – Long-Term Debt” in the “Notes to Consolidated Financial Statements” in our Annual Report for additional details). As of September 30, 2025, we were in compliance with these covenants, and we had $501.6 million available under the Credit Facility to fund our ongoing operations, future acquisitions, dividend payments, and share repurchase program.

Previous wording

We have entered into floating-to-fixed interest rate swap agreements for a total notional value of $175.0 million to hedge a portion of our floating-rate Credit Facility, of which $150.0 million in swaps will expire in 2028 and the remaining $25.0 million will expire in 2030. We may consider entering into additional swap agreements before these existing hedges expire. As of June 30, 2025, the percentage of our fixed-rate debt to floating-rate debt was 38%.

Current wording

We have entered into floating-to-fixed interest rate swap agreements for a total notional value of $175.0 million to hedge a portion of our floating-rate Credit Facility. The interest rate swaps will expire in 2030, but we may consider entering into additional swap agreements prior to the expiration of these existing hedges. As of September 30, 2025, the percentage of our fixed-rate debt to total debt from our Credit Facility was 39%.

Previous wording

There are other conditions, such as the ongoing wars in Ukraine and the Middle East and volatility in global trade (including the imposition of tariffs), that create uncertainty in the global economy, which in turn may impact, among other things, our ability to generate positive cash flows from operations and our ability to successfully execute and fund key initiatives. However, our current belief is that the combination of internally generated funds, available bank borrowing capacity, and cash and cash equivalents on hand will provide the required liquidity and capital resources necessary to fund ongoing operations, customary capital expenditures, quarterly cash dividends, share repurchases, and organic growth. Additionally, we continuously analyze our capital structure to ensure we have capital to fund future strategic acquisitions.

Current wording

We provide support services to the U.S. federal government and a prolonged federal government shutdown of non-essential functions, which started October 1, 2025, may affect our abilities to generate cash from that business to certain degrees. There are other conditions, such as the ongoing wars in Ukraine, instabilities in the Middle East, and volatility in global trade (including the imposition of tariffs), that create uncertainty in the global economy, which in turn may impact, among other things, our ability to generate positive cash flows from operations and our ability to successfully execute and fund key initiatives. However, our current belief is that the combination of internally generated funds, available bank borrowing capacity, and cash and cash equivalents on hand will provide the required liquidity and capital resources necessary to fund ongoing operations, customary capital expenditures, quarterly cash dividends, share repurchases, and organic growth. Additionally, we continuously analyze our capital structure to ensure we have capital to fund future strategic acquisitions.

Previous wording

Dividends. We have historically paid quarterly cash dividends to our stockholders of record at $0.14 per share. Total dividend payments during the six months ended June 30, 2025 were $5.2 million.

Current wording

Dividends. We have historically paid quarterly cash dividends to our stockholders of record at $0.14 per share. Total dividend payments during the nine months ended September 30, 2025 were $7.8 million.

Previous wording

Cash Flow. The following table sets forth our sources and uses of cash for the six months ended June 30, 2025 and 2024:

Current wording

Cash Flow. The following table sets forth our sources and uses of cash for the nine months ended September 30, 2025 and 2024:

Previous wording

Cash provided by operating activities was impacted by the timing of invoicing our customers, subsequent collection of cash, paying our vendors, and by the profitability of our contracts.

Current wording

Net cash provided by operating activities for the nine months ended September 30, 2025 decreased by $9.9 million compared to 2024, primarily due to the timing of invoicing our customers, subsequent collection of cash, paying our vendors, and by the profitability of our contracts.

Previous wording

The change in cash used in financing activities of $43.0 million was primarily due to increased net borrowings from our Credit Facility and short-term financing, partially offset by an increase in share repurchases during the six months ended June 30, 2025.

Current wording

The change in cash used in financing activities of $46.4 million was primarily due to increased net borrowings from our Credit Facility and short-term financing, partially offset by an increase in share repurchases during the nine months ended September 30, 2025.