The document discusses CFO M&A strategies and experiences, including: - How ICF sourced deal opportunities through investment bankers and expanding contacts. - ICF's reliance on internal due diligence of contracts/backlog and external experts for accounting/legal/HR reviews. - ICF's M&A process of due diligence, negotiating deals to closing, and post-closing integration. - Key aspects of ICF's integration process including identifying teams, addressing culture/communication, and focusing on value drivers.

1. CFO M&A Strategies and ExperiencesDecember 2, 2010 Proprietary and Confidential Alan Stewart

2. Why do acquisitions? The lay of the land. Proprietary and Confidential 2 Why do acquisitions? How did ICF source deal opportunities? What type of reliance they had on internal & external experts? How did ICF perform due diligence? Negotiate to closing of the transaction Post closing integration

3. ICF Transaction History 3 June 1999 leveraged buyout with CM Equity from ICF Kaiser (a billion dollar public company heading into bankruptcy-12/99 debt to ebitda leverage at 7-1. April 2002 first acquisition was completed, asset purchase of two units of the Arthur D. Little consulting practice in bankruptcy auction, with equity infusion by CM Equity. Subsequent Transactions: January 2005 Synergy, Inc. October 2005 Caliber Associates January 2007 EE&A & APCG June 2007 Ztech December 2007 SH&E February 2008 Jones & Stokes March 2009 Macro International December 2010 Jacob & Sunstrand

4. How did ICF source deal opportunities? 4 As a private company before we had capacity to acquire companies: Hired buyside investment bankers in 2004 for a one year engagement Reviewed potential targets and arranged CEO meetings Participated in numerous auctions to understand process and players As we deleveraged and had capacity for acquisitions: Pursued and closed Synergy and Caliber acquisitions Hired full time M&A staff person Expanded contacts for CEO to pursue deals Expanded reach to investment banking community for deals and participate in more limited auctions

5. What type of reliance they had on internal & external experts 5 Necessary to have a mix of external and internal resources and used: External accounting firms to audit quality of earnings, backlog and rate structure as well as revenue recognition practices and tax issues. Outside counsel for legal corporate review and government contracts review We often had an independent survey of major customers completed. HR experts to review plans, 401k issues, conversion issues. Internal staff to review government contracts, backlog, pipeline and proposals, rate structure, accounting systems and processes, internal IT systems, HR benefits, facilities, etc.

6. Upon acceptance of a expression of interest (versus letter of intent), we obtained limited exclusivity with the target. Provided our due diligence request list and plan for due diligence. If sensitive of disclosure, we would send in an accounting firm to provide a business review of the target and expand work as needed. We would request an electronic data room where possible. Prepared documents which incorporated the due diligence reports from our external and internal experts, with our integration plan and financial model combining the companies. These reports were used for our Board of Directors and commercial bank approval. We used debt to acquire all but our first acquisition. We started the integration planning process during the due diligence process. How did ICF perform due diligence 6

7. Negotiate to closing of the transaction Get major terms on expression of interest or letter of intent Obtain limited exclusivity for 30 to 60 days Often negotiated two step agreement (signing with conditions to close) Work directly through company executives and not investment bankers where possible. Map out benefits strategy and prepare all employee presentation We required a significant portion of billable employees to sign ICF standard agreements as a condition to close (intellectual property, code of ethics, nonsolicitation of clients or employees for one year after termination of employment). Also, we required all Key employees sign contracts as a condition to close. Ensure that the senior and next one or two levels of management are sold on the deal, understand their new reporting, and their compensation arrangements prior to closing, and preferably signing if possible. Work out refined financial model after signing if possible. Proprietary and Confidential 7

8. Post closing integration 8 Identify internal integration team Involve integration team in due diligence as early as possible Have weekly joint meetings on integration to identify all issues and develop plan and responsibility for actions Cultural implications and communications are critical Get into the details as quickly as possible Be open, honest and upfront during the integration process Consider retention bonuses for corporate staff, historical knowledge is important Evaluate corporate staff for keepers as early as possible Update post performance on financial, employee, customer results and review

9. Acquisition Integration Overview Presentation Proprietary and Confidential

11. Make decisions quickly

12. Make most of the decisions in the first 100 days

13. Minimize the productivity dip

14. Maximize enthusiasm by minimizing uncertainty

15. Keep it 80/20

16. Focus the work where the bulk of the shareholder value is created

17. Remember that 10 to 20 of the hundreds of possible initiatives drive the majority of the value

18. Use small teams to manage the integration

19. Preclude people running the core business from getting side tracked

20. Pay particular attention to the business systems and practices that comprise how the businesses are run

21. Decide as early as possible

22. The practices that are non-negotiable and will be imposed

23. The areas of business practice that will be the combination of best practices from both companies

25. Formulation of Strategic Objectives Implementation Evaluation Transaction Stage Transition Milestones Acquisition Candidate Confirmed LOI Definitive Agreement & Announcement Close Close + 100 Days Integration Process Incorporates Significant Integration Planning in Transition StageAlso Communication, Culture and Employee Transition Workstreams Acquisition Integration Process

26. Formulation of Strategic Objectives Implementation Evaluation Transaction Stage Transition Milestones Acquisition Candidate Confirmed LOI Definitive Agreement & Announcement Close Close + 100 Days Value Driver Analysis Due Diligence Transaction Workstreams Negotiation Regulatory Approval Culture Assessment and Integration Communication Plan Development and Execution Transition and Implementation Workstreams Employee Transition Planning & Implementation Functional Area Planning & Implementation Overall Acquisition Integration Project Management Foundational Integration Process Workstreams Team Formation Knowledge Capture & Capability Building Integration Process Incorporates Significant Integration Planning in Transition StageAlso Communication, Culture and Employee Transition Workstreams Acquisition Integration Process

27. Integration Leader to Oversee Value Creation and Continuity from VDA to ImplementationTraditional Approach Includes Only Deal Leader Conceptual Acquisition Integration Organizational Structure Traditional Acquisition Approach Integration (Leader) Steering Committee Deal(Leader) Value Driver Analysis Due Diligence (Teams) Transition (Teams) Implementation (Teams) Functional Area Team Continuity

28. A Balanced Scorecard Will Be Used to Monitor the Success of an IntegrationAppropriate Metrics Can Be Measured Real-Time Sample Metrics for an AI Balanced Scorecard Source: Borghese, Robert J. and Borgese, Paul F.: “M&A from Planning to Integration”, pg. 122