UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-33045 ICF INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) Delaware 22-3661438 (State or other jurisdictio ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for the period ended September 30, 2023, detailing the balance sheet, income statement, and cash flow statement, alongside notes, highlighting a **7.2% Q3 revenue increase**, improved operating cash flow to **$45.6 million**, and total assets of **$2.06 billion** [Consolidated Financial Statements (Balance Sheet, Income Statement, Cash Flow)](index=4&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show total assets at **$2.055 billion**, Q3 2023 revenue at **$501.5 million** with net income of **$23.7 million**, and nine-month operating cash flow significantly improved to **$45.6 million** Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $477,408 | $466,718 | | **Total Assets** | $2,055,120 | $2,092,258 | | **Total Current Liabilities** | $369,177 | $415,992 | | **Total Liabilities** | $1,161,790 | $1,239,047 | | **Total Stockholders' Equity** | $893,330 | $853,211 | Consolidated Income Statement Highlights (in thousands, except per share amounts) | Metric | Q3 2023 | Q3 2022 | Nine Months 2023 | Nine Months 2022 | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $501,519 | $467,777 | $1,484,886 | $1,304,355 | | **Operating Income** | $31,901 | $28,234 | $95,399 | $85,713 | | **Net Income** | $23,740 | $19,105 | $60,450 | $55,364 | | **Diluted EPS** | $1.25 | $1.01 | $3.19 | $2.91 | Consolidated Cash Flow Highlights (Nine Months Ended, in thousands) | Cash Flow Activity | Sep 30, 2023 | Sep 30, 2022 | | :--- | :--- | :--- | | **Net Cash Provided by Operating Activities** | $45,552 | $6,596 | | **Net Cash Used in Investing Activities** | $(3,389) | $(253,403) | | **Net Cash (Used in) Provided by Financing Activities** | $(47,064) | $239,025 | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail that government clients comprise **76% of revenue**, CMY Solutions was acquired for **$32.6 million**, the effective tax rate decreased to **9.4%**, and total long-term debt is **$538.4 million** - Government clients (U.S. federal, state, local, and international) accounted for **76% of total revenue** for both the nine months ended September 30, 2023 and 2022[38](index=38&type=chunk) - On May 1, 2023, the Company acquired CMY Solutions, LLC for **$32.6 million** in cash. On July 21, 2023, it entered an agreement to sell its U.S. commercial marketing business for initial cash considerations of **$49.5 million**, resulting in a pre-tax gain of **$2.4 million**[62](index=62&type=chunk)[64](index=64&type=chunk) - The effective tax rate for the nine months ended September 30, 2023, was **9.4%**, a significant decrease from **23.2%** in the prior-year period. This was primarily due to the restructuring of Canadian entities and the winddown of its UK commercial marketing business[47](index=47&type=chunk)[48](index=48&type=chunk)[130](index=130&type=chunk) - As of September 30, 2023, the company had **$538.4 million** in total long-term debt outstanding before issuance costs, with an average interest rate of **6.6%**[34](index=34&type=chunk) - For the nine months ended September 30, 2023, the company repurchased **180,000 shares** for **$18.1 million**. As of September 30, 2023, **$93.7 million** remained available for share repurchases under the program[70](index=70&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses operational performance, highlighting a **7.2% Q3 2023 revenue increase**, a positive long-term outlook, Q3 Adjusted EBITDA of **$54.3 million**, and **$465.8 million** in available borrowing capacity [Overview and Outlook](index=24&type=section&id=Overview%20and%20Outlook) Management expresses a positive long-term outlook driven by demand in key markets and a strategy focused on enhancing client relationships, pursuing larger contracts, and strategic acquisitions - The company's strategy is to enhance client relationships, seek larger engagements spanning the entire program life cycle, and complete strategic acquisitions[84](index=84&type=chunk) - Management believes long-term demand will be driven by heightened concerns about the environment, clean energy, health promotion, disaster recovery, and homeland security threats[83](index=83&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) This section details financial results, showing Q3 2023 revenue growth of **7.2%** to **$501.5 million** and net income up **24.3%**, with nine-month revenue increasing **13.8%** to **$1.48 billion** Q3 2023 vs. Q3 2022 Financial Results (in thousands) | Metric | Q3 2023 | Q3 2022 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | $501,519 | $467,777 | 7.2% | | **Operating Income** | $31,901 | $28,234 | 13.0% | | **Net Income** | $23,740 | $19,105 | 24.3% | Nine Months 2023 vs. 2022 Financial Results (in thousands) | Metric | Nine Months 2023 | Nine Months 2022 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | $1,484,886 | $1,304,355 | 13.8% | | **Operating Income** | $95,399 | $85,713 | 11.3% | | **Net Income** | $60,450 | $55,364 | 9.2% | - The **7.2% revenue increase** in Q3 was driven by growth from U.S. state and local government (**$11.5 million**), commercial (**$10.0 million**), and U.S. federal government (**$7.7 million**) clients. The Energy, Environment, Infrastructure, and Disaster Recovery market grew by **14.4%**[110](index=110&type=chunk)[111](index=111&type=chunk) - The **13.8% revenue increase** for the nine-month period was driven by growth from U.S. federal government (**$104.1 million**), commercial (**$43.4 million**), and U.S. state and local government (**$37.5 million**) clients. The Health and Social Programs market grew by **21.3%**[121](index=121&type=chunk)[122](index=122&type=chunk) [Non-GAAP Measures](index=32&type=section&id=Non-GAAP%20Measures) The company presents non-GAAP measures, with Q3 2023 Adjusted EBITDA at **$54.3 million** and Non-GAAP Diluted EPS at **$1.81**, providing a clearer view of operational performance Reconciliation to Adjusted EBITDA (in thousands) | Metric | Q3 2023 | Q3 2022 | Nine Months 2023 | Nine Months 2022 | | :--- | :--- | :--- | :--- | :--- | | **Net Income** | $23,740 | $19,105 | $60,450 | $55,364 | | **EBITDA** | $49,198 | $43,025 | $143,106 | $120,290 | | **Adjusted EBITDA** | $54,279 | $50,605 | $156,206 | $136,626 | Reconciliation to Non-GAAP Diluted EPS | Metric | Q3 2023 | Q3 2022 | Nine Months 2023 | Nine Months 2022 | | :--- | :--- | :--- | :--- | :--- | | **U.S. GAAP Diluted EPS** | $1.25 | $1.01 | $3.19 | $2.91 | | **Non-GAAP Diluted EPS** | $1.81 | $1.61 | $4.81 | $4.23 | [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position with **$465.8 million** in available borrowing capacity, improved Days Sales Outstanding to **73 days**, and positive operating cash flow of **$45.6 million** - As of September 30, 2023, the company had **$465.8 million** in available borrowing capacity under its Credit Facility[142](index=142&type=chunk) - Days Sales Outstanding (DSO) improved to **73 days** at September 30, 2023, from **87 days** at September 30, 2022, partly due to a receivables purchase agreement and improved collection efforts[149](index=149&type=chunk) - For the nine months ended September 30, 2023, net cash from operating activities was **$45.6 million**, a significant increase from **$6.6 million** in the prior year period[155](index=155&type=chunk)[156](index=156&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes have occurred in the company's market risk disclosures since its Annual Report on Form 10-K for the year ended December 31, 2022 - There have been no material changes in the disclosures regarding market risk since the company's last Annual Report[159](index=159&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2023, with no significant changes in internal controls identified - Based on an evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period[160](index=160&type=chunk) [PART II. OTHER INFORMATION](index=38&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal matters but does not anticipate any material adverse effect on its financial position, results of operations, or cash flows - The company does not expect ongoing legal proceedings to have a material adverse effect on its financial results[164](index=164&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred in the company's risk factors since its Annual Report on Form 10-K for the year ended December 31, 2022 - There have been no material changes in the risk factors since the company's last Annual Report[165](index=165&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details share repurchase activity, noting no repurchases under the publicly announced program during Q3 2023, with only **91 shares** purchased for tax withholding - During the three months ended September 30, 2023, the company did not repurchase any shares under its publicly announced stock repurchase program[166](index=166&type=chunk) [Other Items (3, 4, 5, 6)](index=38&type=section&id=Other%20Items%20(3%2C%204%2C%205%2C%206)) This section covers remaining disclosures, including no defaults on senior securities, no mine safety disclosures, and the adoption of Rule 10b5-1 trading plans by the CEO and COO - In August 2023, the CEO, John Wasson, and the COO, James Morgan, each adopted a Rule 10b5-1 trading plan for the potential sale of company shares[170](index=170&type=chunk)[171](index=171&type=chunk) - The company reports no defaults upon senior securities (Item 3) and that mine safety disclosures are not applicable (Item 4)[168](index=168&type=chunk)[169](index=169&type=chunk)

Financial Data and Key Metrics Changes - Revenues increased by 18.2% year-over-year to $500.1 million, driven by 10% organic growth and the acquisition of SemanticBits [13][40] - Net income was $20.3 million, or $1.07 per diluted share, including $3.5 million in tax-affected M&A and severance charges [40] - Non-GAAP EPS increased by 18.8% to $1.57 per share, benefiting from long-term tax strategies [41] - Operating cash flow is projected to be approximately $150 million for 2023 [15][44] Business Line Data and Key Metrics Changes - Commercial energy revenues increased by 22% in the second quarter, reflecting strong demand for energy efficiency programs and advisory services [59] - The climate business saw strong demand, driven by funding for decarbonization programs, with revenues up 30% [60][61] - The disaster recovery market continued to grow at a double-digit rate, with a new $32.1 million contract announced for Puerto Rico [37] Market Data and Key Metrics Changes - Contract awards were up 28% year-on-year, with a trailing 12-month book-to-bill ratio of 1.3, indicating strong future revenue growth [34] - The business development pipeline reached a record $10.3 billion, representing nearly 20% growth compared to the previous year [34][69] - Increased interest in AI among federal government clients is expected to benefit the company [38] Company Strategy and Development Direction - The divestiture of the commercial marketing group was a strategic decision to focus on key growth markets [14][69] - The acquisition of CMY Solutions is expected to expand the addressable market within the electrical sector and enhance technology capabilities [27][36] - The company aims to leverage its scale to pursue larger contracts and enhance its competitive positioning [34][30] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in strong contract wins for the second half of the year, driven by a robust pipeline and favorable market conditions [47] - The company anticipates continued growth in federal, commercial, and state and local markets, supported by bipartisan funding for public health and IT modernization [84] - Management expects the impact of the IIJA and IRA to drive further growth opportunities into 2024 [75] Other Important Information - The company executed $100 million in interest rate swaps, increasing fixed-rate debt to approximately 60% of total debt [21] - A quarterly cash dividend of $0.14 per share was announced, payable on October 13, 2023 [21] - The company has removed the non-GAAP financial measure of service revenue from public filings in line with SEC guidelines [15] Q&A Session Summary Question: What is the expectation for strong contract wins in the second half of the year? - Management indicated confidence in strong contract wins due to a robust pipeline and significant proposals in negotiation [47] Question: How does the company view its size and scale in relation to deal sizes? - Management noted that the company has been able to pursue larger opportunities due to its scale, particularly in the energy sector [48][72] Question: How will the divestiture of the commercial marketing group affect EPS guidance? - Management reaffirmed EPS guidance, stating that tax strategies will help offset any lost EPS from the divestiture [73] Question: What is the impact of the IIJA and IRA on the company's pipeline? - Management reported positive momentum from IIJA and IRA, with significant opportunities emerging in the pipeline [75] Question: Will service revenue continue to be monitored internally? - Management confirmed that while service revenue will not be included in public communications, it will still be monitored internally [78]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-33045 ICF International, Inc. (Exact name of Registrant as Specified in its Charter) | Delaware | 22-3661438 | | --- | --- | | (State or Other Jurisdiction of | (I.R.S. Employer | | Incorporation or Organization) | Identification No.) | | 1902 Reston Metro Plaza, Reston, VA | 20190 | | (Address of Principal Executive Offices) | (Zip Code) | | Registrant's telephone number, in ...

ICF International, Inc. (NASDAQ:ICFI) Q1 2023 Earnings Conference Call May 9, 2023 4:30 PM ET Company Participants Lynn Morgen - AdvisIRy Partners John Wasson - Chairman and CEO Barry Broadus - CFO James Morgan - COO Conference Call Participants Joseph Vafi - Canaccord Genuity Jack Wilson - Truist Securities Kevin Steinke - Barrington Research Operator Welcome to the First Quarter 2023 ICF Earnings Conference Call. My name is Grace, and I will be your Operator for today's call. [Operator Instructions] I w ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-33045 Securities registered pursuant to Section 12(b) of the Act. | Title of each class | Trading Symbols(s) | Name of each exc ...

Financial Data and Key Metrics Changes - The company reported a record year in 2022 with total revenue increasing by 14.6% to $1.78 billion and service revenue up 15.8% to $1.29 billion, driven by strong performance across federal, state, local, and commercial energy client categories [26][35] - Adjusted EBITDA margin on service revenue increased to 14.9% in 2022 from 14.3% in 2021, with adjusted EBITDA rising by 20.6% to $191.8 million [35][34] - Non-GAAP EPS for the fourth quarter increased by 31.1% to $1.56, while full-year non-GAAP EPS rose by 19.7% to $5.77 [14][15] Business Line Data and Key Metrics Changes - Revenues from federal government clients surged by 45.6% year-on-year in Q4, comprising 15.4% organic growth and contributions from acquisitions [28] - The IT modernization and public health sectors are key growth areas, with IT modernization growing at 15% annually and expected to maintain double-digit growth [21][20] - Revenues from commercial energy clients increased by 17% in Q4, reflecting strong demand for energy efficiency and clean energy advisory services [30] Market Data and Key Metrics Changes - Revenues from state and local governments grew by 7% in Q4, driven by disaster management and environmental services [8] - The international government business faced challenges due to the completion of a significant project and currency translation effects, but mid-single-digit growth is expected in 2023 [9] - The company ended 2022 with a business development pipeline of over $8.5 billion, a 20% increase from the previous year [10] Company Strategy and Development Direction - The company aims for double-digit revenue growth in 2023, with a focus on high-growth markets such as IT modernization, public health, and climate resilience [5][11] - Strategic investments and acquisitions are expected to enhance capabilities and drive future growth, with a goal to achieve high single-digit organic service revenue growth through 2024 [11][39] - The company is prioritizing debt repayment while maintaining its dividend policy and share repurchase program [16] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the growth opportunities presented by the IIJA and IRA, anticipating significant growth in climate and resilience services [20] - The company remains optimistic about its ability to navigate the current economic environment, citing its resilience and the stability of its revenue streams [58] - Management highlighted the importance of maintaining a strong workforce and culture to support growth objectives [19] Other Important Information - The company repurchased 176,375 shares at an average price of $96.18 per share in 2022, with $112 million remaining under its share repurchase authorization [16] - The company declared a quarterly cash dividend of $0.14 per share, reinforcing its commitment to returning value to shareholders [37] Q&A Session Summary Question: Timing of contract awards and financial impact related to the infrastructure bill - Management expects material growth opportunities from the IIJA to ramp up in 2024 and 2025, with a pipeline of $100 million to $150 million in opportunities [40] Question: Impact of renewable energy project delays on the company - Management noted that while developers face interconnection challenges, the company remains busy with advisory work related to renewable projects [22] Question: Insights on IT modernization and consultative selling - Management emphasized the importance of engaging clients on both domain expertise and technology modernization to differentiate their offerings [85] Question: Balancing debt repayment versus M&A - Management indicated a focus on debt repayment in the first half of 2023, while remaining open to potential acquisition opportunities if they arise [75][92] Question: Talent availability and recruitment efforts - Management acknowledged the need to add talent to meet growth objectives and highlighted ongoing investments in recruiting and maintaining a strong culture [78]

Part I [Business](index=7&type=section&id=ITEM%201%2E%20BUSINESS) ICF International, Inc. provides professional services and technology-based solutions to government (76% of 2022 revenue) and commercial clients Revenue and Total Backlog (in millions) | Metric | Dec 31, 2022 | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | :--- | | **Revenue** | $1,780.0 | $1,553.0 | $1,506.9 | | **Total Backlog** | $3,856.2 | $3,198.9 | $2,897.6 | - The company's primary services cover the entire project life cycle, including Advisory, Program Implementation, Analytics, Digital, and Engagement Services[22](index=22&type=chunk) Client Type Revenue Percentage | Client Type | 2022 Revenue % | 2021 Revenue % | 2020 Revenue % | | :--- | :--- | :--- | :--- | | Government | 76% | 71% | 65% | | Commercial | 24% | 29% | 35% | Largest Government Clients Revenue Percentage | Largest Government Clients | 2022 Revenue % | 2021 Revenue % | 2020 Revenue % | | :--- | :--- | :--- | :--- | | Dept. of Health and Human Services | 23% | 20% | 17% | | Dept. of State | 6% | 5% | 5% | | Dept. of Defense | 4% | 5% | 6% | Backlog (in millions) | Backlog (in millions) | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Funded | $1,786.9 | $1,593.5 | $1,522.3 | | Unfunded | $2,069.3 | $1,605.4 | $1,375.3 | | **Total Backlog** | **$3,856.2** | **$3,198.9** | **$2,897.6** | - As of December 31, 2022, the company had approximately **9,000 employees globally**, with an overall employee turnover of **20.6%** for 2022[24](index=24&type=chunk)[90](index=90&type=chunk) [Risk Factors](index=21&type=section&id=ITEM%201A%2E%20RISK%20FACTORS) The company faces significant risks from its heavy reliance on government contracts, challenges in integrating acquisitions, cybersecurity threats, and international operational risks - A majority of revenue is derived from U.S. government contracts (**76% in 2022**), making the company vulnerable to changes in government spending, budget delays, and shutdowns[16](index=16&type=chunk)[97](index=97&type=chunk)[99](index=99&type=chunk) - Fixed-price contracts, which accounted for **45% of 2022 revenue**, expose the company to risks of cost overruns and reduced profitability if costs are not accurately estimated and controlled[118](index=118&type=chunk)[119](index=119&type=chunk) - Acquisitions present integration challenges and risks of goodwill impairment, with goodwill and purchased intangibles accounting for approximately **64% of total assets** as of December 31, 2022[138](index=138&type=chunk)[140](index=140&type=chunk) - The company faces continuous and evolving cybersecurity risks, including threats to its systems and sensitive client data, which could lead to liability and reputational harm[131](index=131&type=chunk)[167](index=167&type=chunk)[168](index=168&type=chunk) - International operations are subject to risks including the negative effects of Brexit on UK and EU business, geopolitical instability such as the war in Ukraine, and foreign currency fluctuations[127](index=127&type=chunk)[162](index=162&type=chunk)[164](index=164&type=chunk) [Unresolved Staff Comments](index=34&type=section&id=ITEM%201B%2E%20UNRESOLVED%20STAFF%20COMMENTS) The company reports no unresolved staff comments from the U.S. Securities and Exchange Commission - None[173](index=173&type=chunk) [Properties](index=34&type=section&id=ITEM%202%2E%20PROPERTIES) The company leases all its office space globally, including its corporate headquarters in Reston, Virginia - The company leases approximately **1.4 million square feet** of office space in over **82 locations globally**[175](index=175&type=chunk) - The corporate headquarters in Reston, Virginia, comprises approximately **208,274 square feet** under a lease extending through May 2039[174](index=174&type=chunk) [Legal Proceedings](index=34&type=section&id=ITEM%203%2E%20LEGAL%20PROCEEDINGS) The company is involved in various legal matters in the ordinary course of business, with a specific litigation resolved in February 2023 without material impact - The company is involved in various legal matters arising in the ordinary course of business, which are not expected to have a material adverse effect on its financial position[176](index=176&type=chunk) - Litigation related to the Road Home contract with the State of Louisiana was resolved on February 17, 2023, with the impact not being material to the company's consolidated financial statements[177](index=177&type=chunk)[492](index=492&type=chunk) [Mine Safety Disclosures](index=34&type=section&id=ITEM%204%2E%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not applicable[178](index=178&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=35&type=section&id=ITEM%205%2E%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's common stock trades on NASDAQ, pays quarterly dividends, and maintains a share repurchase program with $111.9 million remaining available as of December 31, 2022 - The company's common stock is traded on the NASDAQ Global Select Market under the ticker symbol "**ICFI**"[181](index=181&type=chunk) - A share repurchase program is in place with an authorized aggregate of up to **$200.0 million**, with approximately **$111.9 million** remaining available for repurchases as of December 31, 2022[191](index=191&type=chunk)[270](index=270&type=chunk) - During the three months ended December 31, 2022, the company did not repurchase any shares under its publicly announced share repurchase program[191](index=191&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=ITEM%207%2E%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) In fiscal year 2022, revenue grew 14.6% to $1.78 billion, while operating income declined 2.0% and net income fell 9.7% due to increased amortization, higher interest expenses, and lower gross margins [Results of Operations](index=44&type=section&id=Results%20of%20Operations) Financial Performance (in millions) | Metric | 2022 | 2021 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | $1,780.0 | $1,553.0 | +14.6% | | **Operating Income** | $108.8 | $110.9 | -2.0% | | **Net Income** | $64.2 | $71.1 | -9.7% | - Revenue growth was primarily driven by a **$245.3 million** increase from U.S. federal government clients and a **$25.2 million** increase from U.S. state and local government clients[238](index=238&type=chunk) - Operating income as a percentage of revenue decreased to **6.1% in 2022** from **7.1% in 2021**, mainly due to lower gross margins, higher indirect expenses, and increased amortization from recent acquisitions[245](index=245&type=chunk) - Net interest expense increased by **133.2% to $23.3 million**, driven by higher average debt balances to fund acquisitions and a rise in average interest rates from **1.6% in 2021 to 3.3% in 2022**[246](index=246&type=chunk) - The effective income tax rate for 2022 was **23.5%**, a decrease from **28.9% in 2021**[248](index=248&type=chunk) [Non-GAAP Measures](index=46&type=section&id=Non-GAAP%20Measures) Non-GAAP Adjusted EBITDA (in thousands) | (in thousands) | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net income | $64,243 | $71,132 | $54,959 | | EBITDA | $157,178 | $142,044 | $122,133 | | Total Adjustments | $34,658 | $16,985 | $20,514 | | **Adjusted EBITDA** | **$191,836** | **$159,029** | **$142,647** | Non-GAAP Diluted EPS | Per Share Data | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | U.S. GAAP Diluted EPS | $3.38 | $3.72 | $2.87 | | **Non-GAAP Diluted EPS** | **$5.77** | **$4.82** | **$4.17** | - Adjustments to derive non-GAAP measures primarily include impairment of long-lived assets, acquisition-related expenses, severance costs, facilities consolidation costs, and amortization of intangibles[254](index=254&type=chunk)[258](index=258&type=chunk) [Liquidity and Capital Resources](index=49&type=section&id=Liquidity%20and%20Capital%20Resources) Cash Flow Summary (in thousands) | (in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $162,206 | $110,205 | | Net cash used in investing activities | ($258,844) | ($194,481) | | Net cash provided by financing activities | $90,371 | $23,233 | - As of December 31, 2022, the company had **$556.3 million** of outstanding debt and **$440.0 million** of available borrowing capacity under its Credit Facility[260](index=260&type=chunk)[264](index=264&type=chunk) - Cash used in investing activities in 2022 included **$237.3 million** for the acquisitions of SemanticBits and Blanton[274](index=274&type=chunk) - The company declared and paid cash dividends of **$0.14 per share** each quarter during 2022[271](index=271&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=51&type=section&id=ITEM%207A%2E%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's primary market risks include interest rate fluctuations on variable-rate debt and foreign currency exchange rate risk, mitigated by interest rate swaps - The company is exposed to interest rate risk on its variable-rate debt, where a **1% increase in interest rates** would have increased 2022 interest expense by approximately **$5.9 million**[277](index=277&type=chunk) - To manage interest rate risk, the company had four interest rate swap agreements with a total aggregate notional amount of **$200.0 million** as of December 31, 2022[277](index=277&type=chunk) - The company is subject to foreign currency exchange rate risk, with a **10% increase or decrease** in the value of the U.S. dollar against all currencies estimated to impact revenue by approximately **1%**, or **$13.5 million**[279](index=279&type=chunk) [Controls and Procedures](index=52&type=section&id=ITEM%209A%2E%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2022, excluding recent acquisitions - The Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective as of December 31, 2022[283](index=283&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2022[284](index=284&type=chunk) - The assessment of internal controls excluded the 2022 acquisitions of SemanticBits and Blanton, which together represented **1.2% of total assets** and **3.8% of total revenues** for the year[285](index=285&type=chunk) Part III [Directors, Executive Officers, Corporate Governance, and Other Matters](index=54&type=section&id=ITEMS%2010-14) Information for Items 10 through 14 is incorporated by reference from the company's Proxy Statement for the 2023 Annual Meeting of Stockholders - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the Proxy Statement for the 2023 Annual Meeting of Stockholders[294](index=294&type=chunk)[295](index=295&type=chunk)[296](index=296&type=chunk)[297](index=297&type=chunk)[298](index=298&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=55&type=section&id=ITEM%2015%2E%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists the financial statements and exhibits filed with the Form 10-K, noting the omission of certain schedules - This item contains the list of financial statements included in the report, such as the Consolidated Balance Sheets and Statements of Comprehensive Income[300](index=300&type=chunk) - A detailed list of exhibits filed with the report is provided, including corporate governance documents, material contracts, and certifications[302](index=302&type=chunk) Financial Statements and Notes [Note 2 - Summary of Significant Accounting Policies](index=68&type=section&id=NOTE%202%20-%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) The company's significant accounting policies include revenue recognition, goodwill impairment testing, leases, capitalized software, stock-based compensation, and income taxes - Revenue is primarily recognized over time, and for fixed-price contracts, the company uses a percentage-of-completion method based on the ratio of actual costs incurred to total estimated costs[356](index=356&type=chunk)[360](index=360&type=chunk) - Goodwill is tested for impairment annually as of October 1, with no impairment required for 2022 based on a qualitative assessment for its single aggregated reporting unit[374](index=374&type=chunk)[375](index=375&type=chunk) - The company operates in a single reportable segment providing professional services, with revenue from U.S. federal government clients representing **55% of total revenue in 2022**[392](index=392&type=chunk)[393](index=393&type=chunk) [Note 10 - Long-Term Debt](index=79&type=section&id=NOTE%2010%20-%20LONG-TERM%20DEBT) As of December 31, 2022, the company had $556.3 million in total long-term debt and amended its credit agreement in May 2022, extending maturity to May 2027 Debt Components (in millions) | Debt Component | Outstanding Balance (Dec 31, 2022, in millions) | | :--- | :--- | | Term Loan | $288.8 | | Delayed-Draw Term Loan | $220.0 | | Revolving Credit | $52.6 | | **Total before debt issuance costs** | **$561.4** | - On May 6, 2022, the company amended and restated its credit agreement, extending the maturity to May 6, 2027, and increasing its borrowing capacity[417](index=417&type=chunk) - As of December 31, 2022, the company had unused borrowing capacity of **$545.4 million** from its revolving line of credit, with **$440.0 million** available after considering financial limitations[420](index=420&type=chunk) [Note 11 – Revenue Recognition](index=81&type=section&id=NOTE%2011%20%E2%80%93%20REVENUE%20RECOGNITION) The company disaggregates revenue by client market, type, and contract mix, with $1.5 billion in unfulfilled performance obligations as of December 31, 2022 Revenue by Client Market (2022, in thousands) | Revenue by Client Market (2022) | Amount (in thousands) | Percentage | | :--- | :--- | :--- | | Health, education, and social programs | $906,081 | 51% | | Energy, environment, and infrastructure | $664,996 | 37% | | Safety and security | $129,357 | 7% | | Consumer and financial | $79,530 | 5% | Revenue by Contract Mix (2022, in thousands) | Revenue by Contract Mix (2022) | Amount (in thousands) | Percentage | | :--- | :--- | :--- | | Fixed-price | $802,804 | 45% | | Time-and-materials | $713,581 | 40% | | Cost-based | $263,579 | 15% | - As of December 31, 2022, the company had **$1.5 billion** in unfulfilled performance obligations, which it expects to satisfy over the next two years[427](index=427&type=chunk) [Note 16 – Business Combinations](index=91&type=section&id=NOTE%2016%20%E2%80%93%20BUSINESS%20COMBINATIONS) In 2022, the company acquired SemanticBits for $220.0 million and Blanton & Associates, adding digital modernization capabilities and goodwill - On July 13, 2022, the company acquired SemanticBits, LLC for a preliminary purchase price of **$220.0 million in cash**[467](index=467&type=chunk)[468](index=468&type=chunk) - The SemanticBits acquisition resulted in the recognition of **$159.7 million in goodwill** and **$64.1 million in intangible assets**[469](index=469&type=chunk) - On September 1, 2022, the company acquired Blanton & Associates, an environmental consulting firm, resulting in **$9.7 million of goodwill** and **$11.4 million of intangible assets**[465](index=465&type=chunk) [Note 20 - Commitments and Contingencies](index=96&type=section&id=NOTE%2020%20-%20COMMITMENTS%20AND%20CONTINGENCIES) The company has contingent liabilities from letters of credit and guarantees, with a long-standing litigation resolved in February 2023 without material financial impact - As of December 31, 2022, the company was contingently liable under **$2.0 million** in open standby letters of credit and **$9.2 million** in guarantees[489](index=489&type=chunk) - Litigation with the State of Louisiana concerning the Road Home Program, which concluded in 2009, was resolved on February 17, 2023, with the resolution not having a material impact on the company's financial statements[491](index=491&type=chunk)[492](index=492&type=chunk)

ICF International, Inc. (NASDAQ:ICFI) Q3 2022 Results Conference Call November 3, 2022 4:30 PM ET Company Participants Lynn Morgen - Advisiry Partners John Wasson - Chairman and CEO Barry Broadus - CFO James Morgan - COO Conference Call Participants Tobey Summer - Truist Securities Marc Riddick - Sidoti Operator Good day, and thank you for standing by. Welcome to the Q3 2022 ICF Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to ...

PART I. FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company's total assets increased to $2.16 billion as of September 30, 2022, from $1.85 billion at year-end 2021, primarily driven by a significant increase in goodwill from acquisitions; total liabilities also rose, mainly due to increased long-term debt to fund these acquisitions; for the third quarter of 2022, revenue grew 18.7% year-over-year to $467.8 million, but net income decreased by 6.3% to $19.1 million, and diluted EPS fell to $1.01 from $1.07; the nine-month results showed a 12.0% revenue increase to $1.30 billion, while net income declined by 6.2% to $55.4 million; cash flow from operations significantly decreased to $6.6 million for the nine months ended September 30, 2022, from $64.8 million in the prior-year period Consolidated Balance Sheet Highlights (Unaudited) | (in thousands) | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $8,483 | $8,254 | | Contract receivables, net | $282,271 | $237,684 | | Goodwill | $1,190,450 | $1,046,760 | | **Total Assets** | **$2,157,760** | **$1,849,534** | | **Liabilities & Equity** | | | | Long-term debt | $681,197 | $411,605 | | **Total Liabilities** | **$1,320,021** | **$1,046,064** | | **Total Stockholders' Equity** | **$837,739** | **$803,470** | Consolidated Statements of Comprehensive Income Highlights (Unaudited) | (in thousands, except per share) | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | **$467,777** | **$394,060** | **$1,304,355** | **$1,165,063** | | Operating income | $28,234 | $32,265 | $85,713 | $92,348 | | **Net income** | **$19,105** | **$20,390** | **$55,364** | **$59,053** | | **Diluted EPS** | **$1.01** | **$1.07** | **$2.91** | **$3.10** | Consolidated Statements of Cash Flows Highlights (Unaudited) | (in thousands) | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $6,596 | $64,763 | | Net Cash Used in Investing Activities | ($253,403) | ($12,279) | | Net Cash Provided by (Used in) Financing Activities | $239,025 | ($91,668) | [Notes to Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail significant accounting policies and events during the period, including two Q3 2022 business combinations (SemanticBits for $220.0 million and Blanton & Associates) that significantly increased goodwill and intangible assets; the company also amended its credit facility in May 2022, increasing its term loan and adding a delayed draw term loan, resulting in total long-term debt of $701.7 million; revenue is disaggregated by market, client, and contract type, with U.S. federal government clients representing 58% of Q3 revenue; the company also detailed its use of interest rate swaps for hedging, its share repurchase program status, and a pending $220.2 million lawsuit from the State of Louisiana related to the Road Home Program, for which no liability has been recorded - On July 13, 2022, the Company acquired SemanticBits for a preliminary purchase price of **$220.0 million** in cash, funded by the existing Credit Facility, resulting in goodwill of **$144.6 million** and customer-related intangible assets of **$63.0 million**[65](index=65&type=chunk)[66](index=66&type=chunk)[68](index=68&type=chunk) - On September 1, 2022, the Company acquired Blanton & Associates, an environmental consulting firm, which added **$5.8 million** to goodwill and **$11.4 million** to intangible assets[64](index=64&type=chunk) - In May 2022, the company entered into a Restated Credit Agreement, increasing the term loan facility to **$300 million**, adding a new **$400 million** delayed draw term loan facility, and extending the maturity to May 2027[30](index=30&type=chunk)[31](index=31&type=chunk) Revenue Disaggregation (Three Months Ended Sep 30, 2022) | Category | Revenue (in thousands) | Percent of Total | | :--- | :--- | :--- | | **Client Type** | | | | U.S. federal government | $271,255 | 58% | | U.S. state and local government | $65,613 | 14% | | International government | $23,075 | 5% | | Commercial | $107,834 | 23% | | **Contract Mix** | | | | Time-and-materials | $188,758 | 40% | | Fixed price | $210,810 | 45% | | Cost-based | $68,209 | 15% | - The company has **$1.4 billion** in unfulfilled performance obligations as of September 30, 2022, which it expects to satisfy over approximately two years[40](index=40&type=chunk) - The company is involved in a lawsuit with the State of Louisiana, which is seeking approximately **$220.2 million** in alleged overpayments from the Road Home contract; the company believes the claim has no merit and has not recorded a liability[87](index=87&type=chunk)[88](index=88&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the 18.7% Q3 revenue growth to increases from U.S. federal and state/local government clients, driven by the health, education, and social programs market, and contributions from recent acquisitions like SemanticBits; however, operating income decreased 12.5% in Q3, primarily due to higher direct costs, increased amortization of intangible assets from acquisitions, and higher interest expense; the company's liquidity remains strong, with $316.7 million available under its credit facility; long-term debt increased to $707.0 million to fund acquisitions; the company provides non-GAAP measures, including a Non-GAAP Diluted EPS of $1.61 for Q3 2022, up from $1.32 in Q3 2021, which adjusts for acquisition-related costs and amortization [Overview and Outlook](index=23&type=section&id=OVERVIEW%20AND%20OUTLOOK) The company provides professional services and technology solutions across four key markets: Energy/Environment, Health/Education, Safety/Security, and Consumer/Financial; management sees long-term growth opportunities driven by societal needs in clean energy, healthcare, and disaster recovery; the strategy focuses on expanding client relationships, seeking larger engagements, and pursuing strategic acquisitions, such as the recent purchases of SemanticBits and Blanton; while the COVID-19 pandemic has presented challenges, particularly in commercial marketing services, the majority of the business, especially government contracts (77% of Q3 revenue), has shown continuity; the company has over 8,000 employees globally - The company's strategy is to enhance client relationships, seek larger engagements, and complete and integrate strategic acquisitions to build scale and broaden service offerings[98](index=98&type=chunk) - Recent acquisitions include ITG (2020), ESAC and Creative (2021), and SemanticBits and Blanton (Q3 2022)[98](index=98&type=chunk) - Government clients accounted for approximately **77% of revenues** for the three months ended September 30, 2022, and this segment has experienced continuity despite the COVID-19 pandemic[102](index=102&type=chunk) - The company has over **8,000 full and part-time employees** and serves clients from its D.C. area headquarters and more than 70 offices worldwide[107](index=107&type=chunk) [Results of Operations](index=25&type=section&id=RESULTS%20OF%20OPERATIONS) For Q3 2022, revenue increased 18.7% to $467.8 million, driven by U.S. federal and state government clients, but operating income fell 12.5% to $28.2 million due to higher costs, including a 187.3% increase in amortization of intangible assets from recent acquisitions; for the nine months ended September 30, 2022, revenue grew 12.0% to $1.30 billion, while operating income decreased 7.2% to $85.7 million; the decline in operating margin was primarily attributed to increased amortization and higher interest expenses from debt used to fund acquisitions Q3 2022 vs Q3 2021 Performance | (dollars in thousands) | Q3 2022 | Q3 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | $467,777 | $394,060 | 18.7% | | Direct Costs | $307,295 | $254,175 | 20.9% | | Operating Income | $28,234 | $32,265 | (12.5%) | | Net Income | $19,105 | $20,390 | (6.3%) | - The Q3 revenue increase of **$73.7 million** was primarily driven by a **$76.1 million** increase from U.S. federal government clients, particularly in the health, education, and social programs market[114](index=114&type=chunk) - Amortization of intangible assets increased by **187.3%** in Q3 2022, primarily due to the acquisitions of SemanticBits, Blanton, ESAC, and Creative[118](index=118&type=chunk) - Q3 interest expense increased **193.1%** to **$7.5 million** due to a higher average debt balance (**$675.9M** vs **$341.0M**) and a higher average interest rate (**3.99%** vs **1.60%**)[120](index=120&type=chunk) [Non-GAAP Measures](index=28&type=section&id=NON-GAAP%20MEASURES) The company provides non-GAAP metrics to supplement its GAAP results; Service Revenue, which excludes subcontractor costs, increased 21.7% to $335.4 million in Q3 2022; Adjusted EBITDA, which excludes special charges like acquisition costs and staff realignment, grew to $49.8 million in Q3 2022 from $43.8 million in the prior-year quarter; Non-GAAP Diluted EPS, which also adjusts for amortization of intangibles and related tax effects, was $1.61 for Q3 2022, a significant increase from $1.32 in Q3 2021 Reconciliation of Net Income to Adjusted EBITDA (Unaudited) | (in thousands) | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net income | $19,105 | $20,390 | | EBITDA | $42,192 | $39,945 | | Total special charges and adjustments | $7,580 | $3,885 | | **Adjusted EBITDA** | **$49,772** | **$43,830** | Reconciliation of U.S. GAAP Diluted EPS to Non-GAAP Diluted EPS (Unaudited) | | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | U.S. GAAP Diluted EPS | $1.01 | $1.07 | | Special charges & adjustments (acquisitions, realignment, etc.) | $0.40 | $0.20 | | Amortization of intangibles | $0.46 | $0.16 | | Income tax effects | ($0.26) | ($0.11) | | **Non-GAAP Diluted EPS** | **$1.61** | **$1.32** | [Liquidity and Capital Resources](index=30&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) The company maintains a solid liquidity position, with $316.7 million available under its Credit Facility as of September 30, 2022; total long-term debt increased significantly to $707.0 million from $423.6 million at year-end 2021, primarily to fund acquisitions; Days Sales Outstanding (DSO) increased to 87 days from 76 days in the prior-year quarter, partly due to slower payments related to Puerto Rico disaster relief work; operating cash flow for the first nine months of 2022 was $6.6 million, a sharp decrease from $64.8 million in the same period of 2021, mainly due to lower net income and timing of working capital items; the company continues its share repurchase program, with $111.9 million remaining available - As of September 30, 2022, the company had **$402.3 million** of unused borrowing capacity under its Credit Facility, with **$316.7 million** available after considering financial and performance-based limitations[145](index=145&type=chunk) - Long-term debt increased to **$707.0 million** at September 30, 2022, from **$423.6 million** at December 31, 2021, primarily due to a net advance of **$283.4 million** to fund acquisitions[157](index=157&type=chunk) - Days Sales Outstanding (DSO) was **87 days** for the quarter ended September 30, 2022, compared to **76 days** for the same quarter in 2021[152](index=152&type=chunk) - Net cash provided by operating activities decreased to **$6.6 million** for the nine months ended September 30, 2022, from **$64.8 million** in the prior-year period[167](index=167&type=chunk) - As of September 30, 2022, **$111.9 million** remained available for share repurchases under the company's **$200.0 million** program[81](index=81&type=chunk)[164](index=164&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports that there have been no material changes in its market risk disclosures from those presented in its Annual Report on Form 10-K - There have been no material changes in the disclosures discussed in the section entitled "Quantitative and Qualitative Disclosures About Market Risk" in Part II, Item 7A of our Annual Report[171](index=171&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of the end of the period covered by this report; there were no significant changes in internal controls over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, these controls - Based on an evaluation as of the period covered by the report, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective[172](index=172&type=chunk) - There have been no significant changes in internal controls over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, the company's internal controls[172](index=172&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal matters arising in the ordinary course of business; management currently believes that the ultimate liability from these proceedings will not have a material adverse effect on its financial position, results of operations, or cash flows - The company is involved in various legal matters and proceedings arising in the ordinary course of business, which are not expected to have a material adverse effect on its financial position, results of operations, or cash flows[176](index=176&type=chunk) [Risk Factors](index=34&type=page&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - There have been no material changes in the risk factors discussed in the section entitled "Risk Factors" disclosed in Part I, Item 1A of the company's Annual Report[177](index=177&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the third quarter of 2022, the company repurchased 3,344 shares at an average price of $98.63 per share; these purchases were made from employees to cover withholding taxes related to the settlement of restricted stock units; no shares were repurchased under the publicly announced share repurchase program during the quarter; as of September 30, 2022, approximately $111.9 million remained available for repurchase under the program Share Repurchase Activity (Three Months Ended Sep 30, 2022) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Publicly Announced Program | | :--- | :--- | :--- | :--- | | July 1 - July 31 | — | $ — | — | | August 1 - August 31 | 3,344 | $98.63 | — | | September 1 - September 30 | — | $ — | — | | **Total** | **3,344** | **$98.63** | **—** | - The **3,344 shares** purchased were from employees to pay required withholding taxes related to the settlement of restricted stock units[178](index=178&type=chunk) - The maximum approximate dollar value of shares that may yet be purchased under the plan is **$111,869,762**[178](index=178&type=chunk) [Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) None reported - None[179](index=179&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable - Not applicable[180](index=180&type=chunk) [Other Information](index=35&type=section&id=Item%205.%20Other%20Information) None reported - None[181](index=181&type=chunk) [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) The report lists several exhibits filed electronically, including CEO and CFO certifications pursuant to Exchange Act Rules and the Sarbanes-Oxley Act, as well as financial statements formatted in iXBRL - Exhibits filed include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and iXBRL data files (101, 104)[183](index=183&type=chunk)