You should read the following discussion of our financial condition and results
of operations together with the consolidated financial statements and the
accompanying notes included elsewhere in this Annual Report on Form 10-K. The
statements in the following discussion and analysis regarding expectations about
our future performance, liquidity and capital resources and any other
non-historical statements in this discussion and analysis are forward-looking
statements. These forward-looking statements are subject to numerous risks and
uncertainties, including, but not limited to, those described under "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements and Risk
Factors Summary."

Business Overview

HireRight is a leading global provider of technology-driven workforce risk
management and compliance solutions. We provide comprehensive background
screening, verification, identification, monitoring, and drug and health
screening services for more than 40,000 customers across the globe. We offer our
services via a unified global software and data platform that tightly integrates
into our customers' human capital management ("HCM") systems enabling highly
effective and efficient workflows for workforce hiring, onboarding, and
monitoring. In 2021, we screened over 29 million job applicants, employees and
contractors for our customers and processed over 110 million screens.

HireRight GIS Group Holdings LLC ("HGGH"), was formed in July 2018 in connection
with the combination of two groups of companies: the HireRight Group and the
General Information Services ("GIS") Group, each of which includes a number of
wholly-owned subsidiaries that conduct the Company's business in the United
States, as well as other countries. Since July 2018, the combined group of
companies and their subsidiaries have operated as a unified operating company
providing screening and compliance services, predominantly under the HireRight
brand.

On October 15, 2021, HGGH converted into a Delaware corporation and changed its
name to HireRight Holdings Corporation ("HireRight" or the "Company"). In
conjunction with the conversion, all of HGGH's outstanding equity interests were
converted into shares of common stock of HireRight Holdings Corporation. The
foregoing conversion and related transactions are referred to herein as the
"Corporate Conversion". The Corporate Conversion did not affect the assets and
liabilities of HGGH, which became the assets and liabilities of HireRight
Holdings Corporation.

Initial Public Offering



On November 2, 2021, the Company completed its initial public offering ("IPO"),
in which the Company issued and sold 22,222,222 shares of its common stock. The
shares began trading on the New York Stock Exchange on October 29, 2021 under
the symbol "HRT". The shares were sold at an IPO price of $19.00 per share for
net proceeds of $393.5 million, after deducting underwriting discounts and
commissions of $23.2 million and other offering costs payable by the Company of
approximately $5.5 million. On November 30, 2021, 2,424 shares were issued and
sold pursuant to the partial exercise of the underwriters' option to purchase
additional shares for net proceeds of an immaterial amount.

Use of Proceeds



On November 3, 2021, the Company used $215.0 million of the net proceeds from
the IPO to repay, in full, indebtedness under the Company's second lien senior
secured term loan facility (the "Second Lien Term Loan Facility"). On November
30, 2021, the Company used $100.0 million of net proceeds of the IPO to repay,
in part, the First Lien Term Loan Facility, as defined below. The Company
recognized a loss on debt extinguishment of $5.2 million to write off
unamortized debt discounts and unamortized deferred financing fees and record
other related expenses in its consolidated statements of operations for the year
ended December 31, 2021 as a result of these debt repayments.

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Income Tax Receivable Agreement



In connection with the Company's IPO during the fourth quarter of 2021, the
Company entered into the TRA, which provides for the payment by the Company over
a period of approximately 12 years to pre-IPO equityholders or their permitted
transferees of 85% of the benefits, if any, that the Company and its
subsidiaries realize, or are deemed to realize (calculated using certain
assumptions) in U.S. federal, state, and local income tax savings as a result of
the utilization (or deemed utilization) of certain existing tax attributes. We
estimate our total obligations under the TRA to be approximately $210.6 million.
Based on our current taxable income estimates, we expect to repay the majority
of this obligation by the end of 2030. See "Item 8. Financial Statements and
Supplementary Data - Note 17 - Income Taxes" for additional information on the
TRA.

Factors Affecting Our Results of Operations

Economic Conditions and COVID-19



Our results of operations for the year ended December 31, 2021 show a
significant increase from the prior year period, due to improvement in the
global employment market. We recognized the highest revenue quarter in our
history in the third quarter of 2021 at $205.0 million demonstrating our
attractive position in an industry with global secular growth drivers. Revenues
for the fourth quarter of 2021 decreased slightly to $198.5 million but showed
significant improvement compared to revenue of $150.1 million for the fourth
quarter of 2020.

The global COVID-19 pandemic has caused significant disruption to the global
economy and, in particular, the labor market. There continues to be considerable
uncertainty regarding the extent of the impact and the duration of the global
COVID-19 pandemic. The future impact of COVID-19 on our operational and
financial performance will depend on its effect on our customers and vendors.

Our financial results and prospects largely depend on hiring activity and the
total level of employment. The peak of the pandemic impact on the Company
occurred during April and May of 2020; however, we began to see a steady
recovery in the second half of 2020. As we recovered from the pandemic, the
global labor market also began to adapt and recover. Total revenues increased
35% during the year ended December 31, 2021 compared to the year ended
December 31, 2020 indicating improvements in our business from the pandemic
impacted prior period. The weakness experienced in 2020 and the associated
recovery largely impacted all industries we serve. We are a highly diversified
business with no industry representing more than 19% of our total revenue for
all periods presented. Financial services, healthcare, and technology customers
represent the largest contributors to revenue. Financial services, healthcare,
and technology revenues for the year ended December 31, 2021 increased 48% over
the prior year period, consistent with overall revenue increases.

Key Components of Our Results from Operations

Revenues



The Company generates revenues from background screening and compliance services
delivered in online reports. Our customers place orders for our services and
reports either individually or through batch ordering. Each report is accounted
for as a single order which is then typically consolidated and billed to our
customers on a monthly basis. Approximately 30%, 31%, and 27% of revenues for
the years ended December 31, 2021, 2020, and 2019 respectively, were generated
from the Company's top 50 customers, which consist of large U.S. and
multinational companies across diversified industries such as transportation,
healthcare, technology, business and consumer services, financial services,
manufacturing, education, retail and not-for-profit. None of the Company's
customers individually accounted for greater than 5%, of revenue during the year
ended December 31, 2021 or 7% of revenues during the years ended December 31,
2020 and 2019.

Revenues consist of service revenues and surcharge revenues. Service revenues
represent fees charged to customers for performing screening and compliance
services. Surcharge revenues consist of fees charged to customers for obtaining
data required to fulfill the Company's performance obligations from federal,
state and local jurisdictions as well as fees charged by certain commercial data
providers. These fees are generally charged to the

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Company's customers at initial cost. Revenue is recognized when the Company
satisfies its obligation to complete the service and delivers the screening
report to the customer. The Company relies on service revenues to generate cash
from operations. Furthermore, only service revenues impact the operating income
or loss as surcharge revenues are predominantly offset by corresponding expenses
recognized in cost of services (excluding depreciation and amortization) on the
consolidated statement of operations.

Expenses



Cost of services (excluding depreciation and amortization) consists of data
acquisition costs, medical laboratory and collection fees, direct labor from
operations, customer service and customer onboarding costs, as well as other
direct costs incurred to fulfill our services. Approximately 80% of cost of
services is variable in nature.

Selling, general and administrative expenses consist of personnel-related costs for sales, technology, administrative and corporate management employees in addition to costs for third party technology, professional and consulting services, advertising and facilities expenses.



Depreciation and amortization expenses consist of depreciation of property and
equipment, as well as amortization of purchased and developed software and other
intangible assets, principally resulting from the acquisition of GIS in 2018.

Other expenses consist of interest expense relating to our credit facility,
including the loss on early extinguishment of debt, loss on asset disposal, and
foreign exchange gains and losses. The significant majority of our receivables
and payables are denominated in U.S. dollars, however, we also earn revenue, pay
expenses, own assets and incur liabilities in countries using currencies other
than the U.S. dollar, including among others, the British pound, the Australian
dollar, the Canadian dollar, the Euro, the Polish Zloty, the Singapore dollar
and the Indian rupee. Therefore, increases or decreases in the value of the U.S.
dollar against other currencies could result in realized and unrealized gains
and losses in foreign exchange. However, to the extent we earn revenue in
currencies other than the U.S. dollar, we generally pay a corresponding amount
of expenses in such currency and therefore the cumulative impact of these
foreign exchange fluctuations is not deemed material to our financial
performance.

Income tax expense consists of international, U.S. federal, state and local income taxes based on income in multiple jurisdictions for our subsidiaries.


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Results of Operations



Comparison of Results of Operations for the Year Ended December 31, 2021 versus
the Year Ended December 31, 2020 and the Year Ended December 31, 2020 versus the
Year Ended December 31, 2019

The following table presents operating results for the years ended December 31,
2021, 2020 and 2019.

                                                                      Year Ended December 31,
                                                                            2021                 2020                 2019
                                                                                            (in thousands)
Revenues                                                               $   730,056          $   540,224          $   647,554

Expenses
Cost of services (exclusive of depreciation and
amortization below)                                                        406,671              301,845              356,591
Selling, general and administrative                                        188,298              173,579              173,185
Depreciation and amortization                                               78,357               76,932               78,051
Total expenses                                                             673,326              552,356              607,827
Operating income (loss)                                                     56,730              (12,132)              39,727

Other expenses
Interest expense                                                            74,815               75,118               81,036
Change in fair value of derivative instruments                                   -                    -               26,393
Other expense, net                                                             532                  889                1,841
Total other expense                                                         75,347               76,007              109,270
Loss before income taxes                                                   (18,617)             (88,139)             (69,543)
Income tax expense                                                           2,686                3,938                  920
Net loss                                                               $   (21,303)         $   (92,077)         $   (70,463)

Net loss per share:
Basic                                                                  $     (0.35)         $     (1.61)         $     (1.23)
Diluted                                                                $     (0.35)         $     (1.61)         $     (1.23)
Weighted average shares outstanding:
Basic                                                                      60,821,472           57,168,291           57,168,291
Diluted                                                                    60,821,472           57,168,291           57,168,291


Revenues

Total revenues increased $189.8 million, or 35.1%, to $730.1 million, for the
year ended December 31, 2021 compared to the year ended December 31, 2020,
primarily due to recovery from the COVID-19 pandemic which caused order volumes
to surpass the COVID-impacted prior year period. Revenues from international and
domestic regions increased $19.7 million, or 55.9%, and $170.1 million, or
33.7%, respectively, during the year ended December 31, 2021 compared to the
year ended December 31, 2020.

Revenues decreased by $107.3 million, or 16.6%, for the year ended December 31,
2020 compared to the year ended December 31, 2019, primarily due to the impact
of COVID-19, which caused a decline in the volume of orders for our services.
Unemployment in our primary market, the United States, reached nearly 15% during
the peak of the 2020 pandemic and hiring slowed to less than 4 million per month
in April 2020. Order volumes at the peak of the pandemic were more than 40%
lower compared to the prior year and finished the year approximately 10% lower
than 2019. These lower order volumes largely impacted all industries we serve.
We have a highly diversified customer base, with no industry representing more
than 15% of our total revenue and no single customer

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representing more than 7% of revenues. Transportation, healthcare and technology
customers represent the largest contributors to revenue at nearly 40%.
Transportation and healthcare annual revenues declined in conjunction with
overall revenue declines while technology customers in aggregate showed limited
growth largely driven by the addition of two larger customers during the year.
International revenue experienced a larger decline than the United States with
revenue declining approximately 20%. Service revenue decreased $95.0 million, or
19.0%, and surcharge revenue decreased $12.3 million, or 8.3%. The smaller
decline in surcharge revenue resulted from increased pricing on lower volumes
from two of our larger data suppliers. Both of these data providers' cost
increases were passed on to our customers in the form of increased surcharges,
and these price increases partially offset reduction in surcharge revenue
resulting from decreased order volumes.

Cost of Services (exclusive of depreciation and amortization below)



Cost of services increased $104.8 million, or 34.7%, to $406.7 million for the
year ended December 31, 2021 compared to the year ended December 31, 2020
primarily due to higher volumes and, to a lesser extent, increased data costs.
Cost of services as a percent of revenue decreased slightly to 55.7% for the
year ended December 31, 2021 compared to 55.9% for the year ended December 31,
2020.

Cost of services decreased $54.7 million, or 15.4%, for the year ended December
31, 2020 compared to the year ended December 31, 2019 primarily as a result of a
decline in the volume of orders for our services due to the impact of COVID-19
during 2020, partially offset by increased prices from certain data suppliers.

Selling, General and Administrative



Selling, general and administrative expenses ("SG&A") increased $14.7 million,
or 8.5%, to $188.3 million, for the year ended December 31, 2021 compared to the
year ended December 31, 2020 due to higher personnel costs, facility exit costs,
technology related costs, and IPO related costs; partially offset by lower legal
settlement fees, merger integration expenses, and various other costs. Increases
included personnel costs of $22.2 million and costs associated with the exit
from certain of our leased facilities of $10.2 million. Exit from leased
facilities was driven by lower office utilization due to ongoing COVID-related
work from home protocols. Of the $22.2 million increase in personnel costs,
$12.5 million was due to increases in incentive compensation and fringe benefit
programs associated with headcount increases to handle increased order volumes,
wage inflation, retention in competitive labor markets, and improved performance
under bonus plans, and $8.6 million was related to investments in personnel
associated with incremental technology and product resources. Increases in IPO
preparation related costs amounted to $5.0 million. and discovery phase costs
associated with various technology initiatives and an information technology
project implementation increased $5.0 million. These increases were partially
offset by a reduction in legal settlement fees and merger integration and
employee severance expenses of $11.1 million and $12.0 million, respectively.
Various other costs accounted for $4.6 million of the offsetting decreases in
SG&A for the year ended December 31, 2021 compared to the year ended
December 31, 2020.

SG&A increased $0.4 million, or 0.2%, for the year ended December 31, 2020
compared to the year ended December 31, 2019 primarily due to an increase in
legal settlement costs and employee severance and retention expenses, partially
offset by a decrease in merger integration related expenses. Legal settlements
and associated legal fees increased $15.8 million during the year ended December
31, 2020 primarily due to an accrual of $12.1 million for the settlement
associated with the Action described in "Item 8. Financial Statements and
Supplementary Data - Note 15 - Legal Proceedings." Employee severance and
retention related expenses increased approximately $3.2 million during the year
ended December 31, 2020. Offsetting these expenses were decreases in merger
integration expenses, which consist largely of technology costs, which declined
nearly $15.0 million during the year ended December 31, 2020 due to completion
of much of the integration work during the year ended December 31, 2019. Also
offsetting the increases in SG&A were decreases in various other costs amounting
to approximately $3.6 million.

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Depreciation and Amortization



Depreciation and amortization expense increased $1.4 million, or 1.9%, to $78.4
million, for the year ended December 31, 2021 compared to the year ended
December 31, 2020. The increase was primarily due to the acceleration of
depreciation expense for reductions in the estimated useful lives of certain
facilities we exited during the year ended December 31, 2021. The increase was
partially offset by decreases in depreciation and amortization expense related
to certain computer equipment assets reaching the end of their useful lives in
the prior year.

Depreciation and amortization expense decreased $1.1 million, or 1.4%, for the
year ended December 31, 2020 compared to the year ended December 31, 2019. The
decrease was primarily due to higher depreciation expense incurred in 2019
related to assets that are still being used by the Company, but reached the end
of their useful lives during 2020. The decrease was partially offset by
increases in depreciation and amortization expense related to additions of
property and equipment and intangibles during the year ended December 31, 2020.

Interest Expense



Interest expense, net decreased $0.3 million, or 0.4%, to $74.8 million, for the
year ended December 31, 2021 compared to the year ended December 31, 2020. The
decrease was primarily due to lower outstanding debt balances, due to repayments
using IPO proceeds and scheduled principal repayments. On November 3, 2021, the
Company repaid in full the Second Lien Term Loan Facility, with a principal
balance of $215.0 million, using proceeds of the IPO. Interest expense incurred
on the Second Lien Term Loan Facility that was paid in full was approximately
$13.5 million. On November 30, 2021, the Company used $100.0 million of proceeds
of the IPO to repay, in part, the First Lien Term Loan Facility, as defined
below. Interest expense incurred on the pay-down of $100.0 million of the First
Lien Term Loan was approximately $3.6 million during the year ended December 31,
2021. The decrease in interest expense was partially offset by an increase in
interest expense of $5.2 million to write off unamortized debt discounts and
unamortized deferred financing fees and other expenses as a result of these debt
repayments.

Interest expense decreased $5.9 million, or 7.3%, for the year ended December
31, 2020 compared to the year ended December 31, 2019. The decrease was
primarily due to the establishment of hedge accounting treatment for our
interest rate swap and the elimination of the mark to market adjustment on the
swap in the consolidated statement of operations as discussed below under
"Change in Fair Value of Derivative Instruments." Interest expense during the
year ended December 31, 2020 included $16.0 million that was reclassified into
earnings as a result of hedge accounting on our interest rate swaps compared to
$1.9 million reclassified during the year ended December 31, 2019.

Change in Fair Value of Derivative Instruments

There was no change in fair value of derivative instruments for either of the years ended December 31, 2021 or 2020.



There was no expense for change in fair value of derivative instruments for the
year ended December 31, 2020 compared to an expense for change in fair value of
derivative instruments of $26.4 million for the year ended December 31, 2019.
The change in fair value of derivative instruments directly relates to the mark
to market expense associated with the interest rate swap entered into during
2018. On September 26, 2019, the Company entered into an amended interest rate
swap agreement electing hedge accounting treatment for accounting for the
effects of the swap agreement.

Income Tax Expense



Income tax expense decreased $1.3 million, or 31.8%, for the year ended
December 31, 2021 compared to the year ended December 31, 2020 primarily due to
changes in tax rate and valuation allowances. Income tax expense for the years
ended December 31, 2021 and 2020 was $2.7 million and $3.9 million,
respectively. Our effective tax rate for the year ended December 31, 2021 was
14.4% compared to 4.5% for the year ended December 31, 2020. The change in the
effective tax rate was primarily impacted by U.S. tax on foreign operations and
changes in

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valuation allowances. The effective tax rate for the year ended December 31,
2021 differs from the Federal statutory rate of 21% primarily due to U.S. tax on
foreign operations, non-deductible IPO costs, and changes in tax rate.

Income tax expense increased $3.0 million, or 328.0%, for the year ended
December 31, 2020 compared to the year ended December 31, 2019 primarily due to
changes in valuation allowance, revaluation of deferred tax assets and
liabilities due to enacted rate changes and state taxes. The effective tax rate
for the year ended December 31, 2020 was 4.5%, compared to 1.4% during the year
ended December 31, 2019. The effective tax rate for the year ended December 31,
2020 differs from the Federal statutory rate of 21% primarily due to change in
valuation allowances and state taxes.

Non-GAAP Financial Measures and Key Metrics



We believe that the presentation of our Non-GAAP financial measures and key
metrics provides information useful to investors in assessing our financial
condition and results of operations. These measures should not be considered an
alternative to net income (loss) or any other measure of financial performance
or liquidity presented in accordance with accounting principles generally
accepted in the United States ("GAAP"). These measures have important
limitations as analytical tools because they exclude some but not all items that
affect the most directly comparable GAAP measures. Additionally, because they
may be defined differently by other companies in our industry, our definitions
may not be comparable to similarly titled measures of other companies, thereby
diminishing their utility.

Adjusted EBITDA

Adjusted EBITDA represents, as applicable for the period, net income (loss)
before provision for income taxes, interest expense and depreciation and
amortization expense, equity-based compensation, realized and unrealized gain
(loss) on foreign exchange, change in fair value of derivative instruments,
merger integration expenses, legal settlement costs deemed by management to be
outside the normal course of business, and other items management believes are
not representative of the Company's core operations. Adjusted EBITDA is a
supplemental financial measure that management and external users of our
financial statements, such as industry analysts, investors, lenders and rating
agencies, may use to assess our:

•operating performance as compared to other publicly traded companies without regard to capital structure or historical cost basis;

•ability to generate cash flow;

•ability to incur and service debt and fund capital expenditures; and

•the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.


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The following table reconciles our non-GAAP financial measure of Adjusted EBITDA
to our most directly comparable financial measures calculated and presented in
accordance with GAAP.

                                                              Year Ended December 31,
                                                        2021           2020           2019
                                                                  (in thousands)
Net loss                                             $ (21,303)     $ (92,077)     $ (70,463)
Income tax expense                                       2,686          3,938            920
Interest expense                                        74,815         75,118         81,036
Depreciation and amortization                           78,357         76,932         78,051
EBITDA                                                 134,555         63,911         89,544
Equity-based compensation                                4,528          3,218          3,390
Realized and unrealized gain on foreign exchange           424            889          1,841
Change in fair value of derivative instruments (1)           -              -         26,393
Merger integration expenses (2)                            551         10,055         24,960
Technology investments (3)                               3,567              -              -
Other items (4)                                         16,572         14,855              -
Adjusted EBITDA                                      $ 160,197      $  92,928      $ 146,128


(1)Change in fair value of derivative instruments is the charge to net loss
resulting from our interest rate swaps. There is no comparable adjustment for
the years ended December 31, 2021 and 2020 as a result of our application of
hedge accounting treatment following an amendment to the swap agreements on
September 26, 2019. See "Interest Expense" and "Change in Fair Value of
Derivative Instruments" within our Management Discussion and Analysis for
further discussion of our interest rate swap agreements.

(2)Merger integration expenses consist primarily of information technology ("IT") related costs including personnel expenses, professional and service fees associated with the integration of customers and operations of GIS, which commenced in July 2018 and was substantially completed by the end of 2020.

(3)Technology investments represent discovery phase costs associated with various technology initiatives that are intended to achieve greater operational efficiencies.



(4)Other items include (i) exit costs of $10.2 million associated with certain
of our leased facilities during the year ended December 31, 2021, (ii) costs of
$5.0 million related to the preparation of the Company's initial public offering
during 2021, (iii) $12.1 million of legal settlement costs in the year ended
December 31, 2020 associated with a single litigation matter related to a
predecessor entity of the Company for a claim dating back to 2009 (for
additional information see "Item 8. Financial Statements and Supplementary Data
- Note 15 - Legal Proceedings"), and (iv) $2.5 million of severance costs
incurred in connection with reducing our employee headcount to right-size our
business in response to COVID-19 during the year ended December 31, 2020.

Adjusted Net Income (Loss) and Adjusted Diluted Earnings (Loss) Per Share



In addition to Adjusted EBITDA, management believes that Adjusted Net Income
(Loss) is a strong indicator of our overall operating performance and is useful
to our management and investors as a measure of comparative operating
performance from period to period. We define Adjusted Net Income (Loss) as net
income (loss) adjusted for amortization of acquired intangible assets,
equity-based compensation, realized and unrealized gain (loss) on foreign
exchange, change in fair value of derivative instruments, merger integration
expenses, legal settlement costs deemed by management to be outside the normal
course of business, and other items, to which we apply an adjusted effective tax
rate. Beginning with the fourth quarter of the year ended December 31, 2021, we
have incorporated the amortization of acquired intangibles in our definition of
Adjusted Net Income (Loss), as it provides for a more direct comparison to our
peers. See the footnotes to the table below for a description of certain of
these adjustments. We define Adjusted Diluted Earnings (Loss) Per Share as
Adjusted Net Income (Loss) divided by adjusted weighted average number of shares
outstanding (diluted) for the applicable period. We believe Adjusted Diluted
Earnings (Loss) Per Share is useful to investors and analysts because it enables
them to better evaluate per share operating performance across reporting periods
and to compare our performance to that of our peer companies.

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The following table sets forth a reconciliation of net income (loss) to Adjusted Net Income (Loss) for the periods presented:



                                                              Year Ended December 31,
                                                        2021           2020           2019
                                                                  (in thousands)
Net loss                                             $ (21,303)     $ (92,077)     $ (70,463)
Income tax expense                                       2,686          3,938            920
Loss before income taxes                               (18,617)       (88,139)       (69,543)
Amortization of acquired intangible assets              63,059         62,094         61,859
Loss on extinguishment of debt (1)                       5,170              -              -
Equity-based compensation                                4,528          3,218          3,390
Realized and unrealized gain on foreign exchange           424            889          1,841
Change in fair value of derivative instruments (2)           -              -         26,393
Merger integration expenses (3)                            551         10,055         24,960
Technology investments (4)                               3,567              -              -
Other items (5)                                         17,029         14,855              -
Adjusted income before income taxes                     75,711          2,972         48,900
Adjusted income taxes (6)                                  401          3,855            907
Adjusted Net Income (Loss)                           $  75,310      $    (883)     $  47,993

The following table sets forth the calculation of Adjusted Diluted Earnings Per Share for the periods presented.



                                                                                Year Ended
                                                                               December 31,
                                                              2021                 2020                 2019

Diluted net loss per share                               $     (0.35)         $     (1.61)         $     (1.23)
Income tax (benefit) expense                                    0.04                 0.07                 0.02
Amortization of acquired intangible assets                      1.04                 1.08                 1.07
Loss on extinguishment of debt (1)                              0.09                    -                    -
Equity-based compensation                                       0.07                 0.06                 0.06
Realized and unrealized gain on foreign exchange                0.01                 0.02                 0.03
Change in fair value of derivative instruments (2)                 -                    -                 0.46
Merger integration expenses (3)                                 0.01                 0.17                 0.44
Technology investments (4)                                      0.06                    -                    -
Other items (5)                                                 0.28                 0.26                    -
Adjusted income taxes (6)                                      (0.01)               (0.07)               (0.02)
Adjusted Diluted Earnings (Loss) Per Share               $      1.24

$ (0.02) $ 0.83

Weighted average number of shares outstanding - diluted 60,821,472

       57,168,291           57,168,291

Options and restricted stock units not included in weighted average number of diluted shares outstanding

              -                    -                    -

Adjusted weighted average diluted number of shares outstanding

                                               60,821,472           57,168,291           57,168,291


(1)Loss on extinguishment of debt is related to the write off of unamortized
deferred financing fees and unamortized original issue discounts in conjunction
with the repayment of the principal on our second lien term loan facility and
partial repayment of our first lien term loan facility.

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(2) Change in fair value of derivative instruments is the charge to net loss
resulting from our interest rate swaps. There is no comparable adjustment for
the years ended December 31, 2021 and 2020 as a result of our application of
hedge accounting treatment following an amendment to the swap agreements on
September 26, 2019. See "Interest Expense" and "Change in Fair Value of
Derivative Instruments" within our Management Discussion and Analysis for
further discussion of our interest rate swap agreements.

(3) Merger integration expenses consist primarily of information technology ("IT") related costs including personnel expenses, professional and service fees associated with the integration of customers and operations of GIS, which commenced in July 2018 and was substantially completed by the end of 2020.

(4) Technology investments represent discovery phase costs associated with various technology initiatives that are intended to achieve greater operational efficiencies.



(5) Other items include (i) exit costs of $10.2 million associated with certain
of our leased facilities during the year ended December 31, 2021, (ii) costs of
$5.0 million related to the preparation of the Company's initial public offering
during 2021, (iii) $12.1 million of legal settlement costs in the year ended
December 31, 2020 associated with a single litigation matter related to a
predecessor entity of the Company for a claim dating back to 2009 (for
additional information see "Item 8. Financial Statements and Supplementary Data
- Note 15 - Legal Proceedings"), and (iv) $2.5 million of severance costs
incurred in connection with reducing our employee headcount to right-size our
business in response to COVID-19 during the year ended December 31, 2020.

(6) An adjusted effective income tax rate has been determined for each period presented by applying the statutory income tax rate and the provision for deferred income taxes to the pre-tax adjustments, which was used to compute Adjusted Net Income (Loss) for the periods presented.

Key Metrics

The key metrics used to help us evaluate our business, identify trends, and formulate business plans and strategy are set forth in the tables below and described in the following text:



                                  Year Ended December 31,
                             2021            2020           2019
                               (in thousands, except percent)

Net revenue retention 136.3 % 83.4 % 97.4 % New business revenue $ 42,774 $ 40,777 $ 38,822

Net Revenue Retention



We generally have long standing relationships with our customers as evidenced by
the nine-year average tenure of our enterprise customers. The revenue from these
customers is highly reoccurring in nature. In addition, our ability to cross
sell and expand our services with our existing customers is an important
component of our growth strategy. We measure the success of our customer
retention and expansion through net revenue retention particularly among our top
1,250 customers who represent approximately 78% of our total revenue. It is
calculated as the total revenue derived in the current fiscal period from our
top 1,250 customers, as defined by the revenue composition of the period
immediately preceding the presented fiscal year, divided by the total revenue
derived in the prior fiscal period from the same 1,250 customers. The 1,250
customers used for this metric may vary from period to period, as defined by the
revenue composition of the period immediately preceding the presented fiscal
year. Net revenue retention increased in the year ended December 31, 2021 as
general client ordering patterns showed a significant volume and product mix
improvement over the COVID impacted prior year.

New Business Revenue



In addition to expanding revenue with our existing customer base, adding new
customers to our portfolio is an important driver of growth. New business
revenue is a measure of our ability to establish new sources of business from
customers outside of our existing base of business. New business represents
revenue recognized under a new

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customer contract during the first year of the contract term. We have a sales
and sales support staff in nine countries focused on expanding our reach and
penetration into new markets and regions. Although new contracts are typically
three years in duration, new business revenue is determined over the first year
of the contract. Continuing to grow this important metric is critical to the
success of our business. New business revenue increased in the year ended
December 31, 2021 due to volume and product mix improvement over the COVID
impacted prior year.

Liquidity and Capital Resources

General



In connection with the IPO, the Company received net proceeds of $393.5 million,
after deducting underwriting discounts and commissions of $23.2 million and
other offering costs payable by the Company of approximately $5.5 million. See
"- Business Overview - Use of Proceeds" for information on the use of proceeds
received in connection with the IPO.

Our primary sources of liquidity and capital resources are cash generated from
our operating activities, cash on hand, and borrowings under our long-term debt
arrangements. Income taxes have historically not been a significant use of funds
but after the benefits of our net operating loss ("NOL") carryforwards are fully
recognized, could become a material use of funds, depending on our future
profitability and future tax rate. Additionally, as a result of the income tax
receivable agreement (the "TRA") we entered into in connection with the IPO, we
will be required to pay certain pre-IPO equityholders or their transferees 85%
of the benefits, if any, that the Company and its subsidiaries realize, or are
deemed to realize in income tax savings due to our utilization of the NOLs,
which amounts to an estimated total liability of approximately $210.6 million.
Based on our current taxable income estimates, we expect to repay the majority
of this obligation by the end of 2030. These payments will result in cash
payment of amounts we would otherwise have retained in the form of tax savings
from the application of the NOLs. See "Item 8. Financial Statements and
Supplementary Data - Note 17 - Income Taxes" for additional information on the
TRA.

Unrestricted cash and cash equivalents as of December 31, 2021 was $111.0 million. As of December 31, 2021, cash held in foreign jurisdictions was approximately $11.2 million and is primarily related to international operations.



Restricted cash of $5.2 million as of December 31, 2021 consists of $1.1 million
held in escrow for the benefit of former investors in a subsidiary of the
Company pursuant to the terms of its divestiture of a former affiliate in April
2018, $0.2 million related to international operations, and the remainder is
related to prior restructurings from predecessor entities.

The Company did not have an outstanding balance under the Revolving Credit
Facility and $98.2 million of availability remained as of December 31, 2021.
During the year ended December 31, 2020, the Company proactively drew down $50.0
million under its Revolving Credit Facility as a precaution due to the uncertain
impact of the COVID-19 pandemic. We repaid this borrowing in full during 2020.

As of December 31, 2021, the Company had purchase obligations of approximately
$21.7 million with various parties, of which approximately $21.1 million is
expected to be paid within one year. These purchase commitments are associated
with agreements that are enforceable and legally binding. They are primarily
commitments to purchase data and other screening services in the ordinary course
of business with varying expiration terms through 2023.

In addition to our regular investment in capital expenditures, we plan to invest
approximately $45 to $50 million in a capital expenditure program through the
end of fiscal year 2024 to continue to enhance our operating systems and
technologies to improve operational efficiency. We expect that cash flow from
operations and current cash balances, together with available borrowings under
the Revolving Credit Facility, will be sufficient to meet operating requirements
as well as the obligations under the TRA, as discussed above, through the next
twelve months. Although we believe we have adequate sources of liquidity over
the long term, cash available from

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operations could be affected by any general economic downturn or any decline or
adverse changes in our business such as a loss of customers, market and or
competitive pressures, unanticipated liabilities, or other significant changes
in business environment. Additional future financing may be necessary to fund
our operations, and there can be no assurance that, if needed, we will be able
to secure additional debt or equity financing on terms acceptable to us or at
all.

Debt

The Company currently has two long-term debt arrangements as described below.
Collateral includes all outstanding equity interests in whatever form of the
borrower and each restricted subsidiary that is directly owned by any credit
party. The First Lien Credit Agreement includes a financial maintenance covenant
for the benefit of the revolving lenders thereunder, which requires us to
maintain a maximum first lien leverage ratio as of the last day of any fiscal
quarter on which greater than 35% of the revolving commitments are drawn
(excluding for this purpose up to $15.0 million of undrawn letters of credit).
The Company was in compliance with the covenants under the First Lien Term
Credit Agreement for the three and twelve months ended December 31, 2021.
Accordingly, the amount payable under the credit agreement is classified as
long-term debt in the accompanying consolidated balance sheet.

At December 31, 2021, we had the following long-term debt arrangements:



•a first lien senior secured term loan facility, in an aggregate original
principal amount of $835.0 million, bearing interest payable monthly at a London
Interbank Offered Rate ("LIBOR") variable rate (0.10% at December 31, 2021) +
3.75%, due July 12, 2025 (the "First Lien Term Loan Facility"). As of
December 31, 2021, the outstanding balance on the First Lien Term Loan Facility
was $707.9 million, before adjustments for unamortized discount and debt
issuance costs.

•a first lien senior secured revolving credit facility, in an aggregate original
principal amount of up to $100.0 million, including a $40.0 million letter of
credit sub-facility, bearing interest monthly at a LIBOR variable rate (0.10% at
December 31, 2021) + 3.5% and maturing on July 12, 2023 (the "Revolving Credit
Facility"). As of December 31, 2021, the Company had approximately $98.2 million
in available borrowing capacity under the Revolving Credit Facility, after
utilizing approximately $1.8 million for letters of credit.

In November 2021, the Company used $215.0 million of the proceeds from the IPO
to repay, in full, its former Second Lien Term Loan Facility, which bore
interest payable monthly at a LIBOR variable rate + 7.25% and was due July 12,
2026. Additionally, the Company used approximately $100.0 million of proceeds of
the IPO to repay, in part, the First Lien Term Loan Facility.

Cash Flow Analysis



Comparison of Cash Flows for the year ended December 31, 2021 versus the year
ended December 31, 2020 and the year ended December 31, 2020 versus the year
ended December 31, 2019

The following table summarizes our consolidated cash flows for the years ended December 31, 2021, 2020, and 2019.



                                                                  Year Ended December 31,
                                                       2021                2020                2019
                                                                      (in thousands)

Net cash provided by operating activities $ 47,474 $ 16,426 $ 22,030 Net cash used in investing activities

                 (14,037)            (12,206)            (21,720)
Net cash provided by (used in) financing
activities                                             59,987                (984)            (16,881)
Net increase (decrease) in cash, cash equivalents
and restricted cash                                $   93,424          $    3,236          $  (16,571)


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Operating Activities



Cash provided by operating activities reflects net income (loss) adjusted for
certain non-cash items and changes in operating assets and liabilities. Cash
provided by operating activities was $47.5 million for the year ended
December 31, 2021 compared to cash provided of $16.4 million for the year ended
December 31, 2020. The increase was due primarily to a lower net loss partly
offset by a higher use of cash from working capital compared to the prior
period.

Cash provided by operating activities was $16.4 million for the year ended December 31, 2020 compared to $22.0 million for the year ended December 31, 2019. The decrease was due primarily to an increase in our net loss partially offset by a decrease in working capital.

Investing Activities



Cash used in investing activities was approximately $14.0 million during the
year ended December 31, 2021, compared to approximately $12.2 million during the
year ended December 31, 2020. The increase was due primarily to slight increases
in purchases of property and equipment and capitalized software development
costs compared to the prior period.

Cash used in investing activities was approximately $12.2 million during the
year ended December 31, 2020, compared to approximately $21.7 million during the
year ended December 31, 2019. The decrease was due primarily to lack of
acquisition activity in 2020. We paid approximately $7.3 million related to two
acquisitions during the year ended December 31, 2019 compared to $0.1 million
during the year ended December 31, 2020. Also contributing to the decrease were
decreases of $1.0 million and $1.3 million related to capital expenditures and
capitalized software, respectively.

Financing Activities



Cash provided by financing activities was approximately $60.0 million for the
year ended December 31, 2021 compared to cash used in financing activities of
approximately $1.0 million during the year ended December 31, 2020. The increase
is due to the $393.5 million net proceeds from our IPO, partially offset by net
repayments on our debt facilities of $333.4 million in the year ended
December 31, 2021 compared to net borrowings of $1.7 million in the year ended
December 31, 2020.

Cash used in financing activities was approximately $1.0 million for the year
ended December 31, 2020 compared to cash used of approximately $16.9 million
during the year ended December 31, 2019. We received net proceeds from our debt
facilities of $1.7 million in 2020 compared to repayments of $13.4 million in
2019. Payment of additional liabilities related to our acquisition activity
amounted to $1.2 million during the year ended December 31, 2020, compared to
$3.0 million during the year ended December 31, 2019.

Financing and Financing Capacity

Total principal outstanding on our debt was $0.7 billion as of December 31, 2021 and $1.0 billion as of December 31, 2020.

Interest Rate Swaps



During the year ended December 31, 2018, the Company entered into interest rate
swap agreements with an original aggregate notional amount of $700.0 million
with an effective date of December 31, 2018. These interest rate swap agreements
fix the variable interest rate on a portion of the debt facility. These
agreements were not designated as a cash flow hedge and, accordingly, were
reflected at their fair value in the consolidated balance sheet with both
realized and unrealized gains and losses reflected in the consolidated
statements of operations. The interest rate swap agreements expire on December
31, 2023. On September 26, 2019, the Company modified the terms of the three
existing swap agreements (the "Swap Agreements") with the then existing
counterparties amending the terms of the original agreements to change the LIBOR
reference period to one month and additionally elect hedge

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accounting treatment. The maturities of the interest rate swap agreements remain
at December 31, 2023. The fair value of the swap liability is recorded in other
current liabilities and other non-current liabilities to reflect its short-term
portions of $16.7 million and $18.3 million at December 31, 2021 and
December 31, 2020, respectively, and long-term portions of $11.4 million and
$35.3 million at December 31, 2021 and December 31, 2020, respectively. During
the years ended December 31, 2021 and 2020, the Swap Agreements had no hedge
ineffectiveness.

To ensure the effectiveness of the Swap Agreements, the Company elected the
one-month LIBOR rate option for its variable rate interest payments on term
balances equal to or in excess of the applicable notional amount of the Swap
Agreements as of each reset date. The reset dates and other critical terms on
the term loans perfectly match with the interest rate swap reset dates and other
critical terms during the years ended December 31, 2021 and 2020. At both
December 31, 2021 and 2020, the effective portion of the Swap Agreements was
included on the balance sheet in accumulated other comprehensive loss.

On February 18 and 22, 2022, the Company terminated the interest rate swap agreements discussed above. See "Item 8. Financial Statements and Supplementary Data - Note 23 - Subsequent Events" for additional information on the termination of the Interest Rate Swap Agreements.

JOBS Act



We qualify as an "emerging growth company" pursuant to the provisions of the
JOBS Act. For as long as we are an "emerging growth company," we may take
advantage of certain exemptions from various reporting requirements that are
applicable to other public companies that are not "emerging growth companies,"
including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, exemptions from the requirements of holding advisory
"say-on-pay" votes on executive compensation and shareholder advisory votes on
golden parachute compensation.

In addition, under the JOBS Act, emerging growth companies can delay adopting
new or revised accounting standards issued subsequent to the enactment of the
JOBS Act until such time as those standards apply to private companies. We
intend to use this extended transition period for complying with new or revised
accounting standards that have different effective dates for public and private
companies until the earlier of the date that we (i) are no longer an emerging
growth company or (ii) affirmatively and irrevocably opt out of the extended
transition period provided in the JOBS Act. As a result, our consolidated
financial statements may not be comparable to companies that comply with the new
or revised accounting pronouncements as of public company effective dates.

As described under "Item 8. Financial Statements and Supplementary Data - Note 2
- Recently Issued Accounting Pronouncements" sections "Recently Issued
Accounting Pronouncements Adopted" and "Recently Issued Accounting
Pronouncements Not Yet Adopted," we early adopted certain accounting standards,
as the JOBS Act does not preclude an emerging growth company from adopting a new
or revised accounting standard earlier than the time that such standard applies
to private companies. We expect to use the extended transition period for other
new or revised accounting standards during the period in which we remain an
emerging growth company.

Critical Accounting Policies and Estimates



Our discussion and analysis of financial condition and results of operations,
outside of discussions regarding non-GAAP financial measures, is based on the
consolidated financial statements, which have been prepared in accordance with
GAAP.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

The Company uses such estimates, judgments and assumptions when accounting for items and matters such as, but not limited to, the allowance for doubtful accounts, customer rebates, impairment assessments and charges,


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recoverability of long-lived assets, deferred tax assets, uncertain tax
positions, income tax expense, liabilities under the TRA, derivative
instruments, fair value of debt, equity-based compensation expense, useful lives
assigned to long-lived assets, and the stand alone selling price of each
distinct performance obligation for revenue recognition purposes. Results and
outcomes could differ materially from these estimates, judgments and assumptions
due to risks and uncertainties. We evaluate our assumptions and estimates on an
on-going basis.

An accounting policy is considered to be critical if it is important to our
results of operations, financial condition, and cash flows, and requires
significant judgment and estimates on the part of management in its application.
Our estimates are often based on historical experience, complex judgments,
assessments of probability, and assumptions that management believes to be
reasonable, but that are inherently uncertain and unpredictable. We believe that
the following discussion represents those accounting policies that are the most
critical to the reporting of our financial condition and results of operations.
For a discussion of our significant accounting policies, see "Item 8. Financial
Statements and Supplementary Data - Note 1 - Organization, Basis of Presentation
and Consolidation, and Significant Accounting Policies."

Accounts Receivable and Allowance for Doubtful Accounts



We make ongoing estimates related to the collectability of our accounts
receivable. We maintain an allowance for estimated losses resulting from our
assessment of uncollectible accounts and record accounts receivable at net
realizable value. Our estimates are based on a variety of factors, including the
length of time receivables are past due, economic trends and conditions
affecting our customer base, significant non-recurring events, and historical
write-off experience. In addition, specific provisions are recorded for
individual receivables when we determine a customer will not meet its financial
obligations. Because we cannot predict future changes in the financial stability
of our customers, actual future losses from uncollectible accounts may differ
from our estimates and we may experience changes in the amount of reserves we
recognize for accounts receivable that we deem uncollectible. If the financial
condition of our customers were to deteriorate, resulting in their inability to
make payments, a larger reserve might be required. In the event we determine
that a smaller or larger reserve is appropriate, we would record a credit or a
charge, respectively, to selling, general and administrative expenses in our
consolidated statements of operations in the period in which we made such a
determination.

See "Item 8. Financial Statements and Supplementary Data - Note 16 - Revenues" for an analysis of the activity in our reserve for uncollectible accounts receivable.

Valuation of Long-lived Assets including Goodwill, Intangible Assets and Estimated Useful Lives



We allocate the fair value of purchase consideration to the tangible assets
acquired, liabilities assumed, and intangible assets acquired based on their
estimated fair values. The excess of the fair value of purchase consideration
over the fair values of these identifiable assets and liabilities is recorded as
goodwill. Such valuations require management to make significant estimates and
assumptions, especially with respect to intangible assets. Significant estimates
in valuing certain intangible assets include, but are not limited to, estimated
replacement costs and future expected cash flows from acquired users, acquired
technology, acquired patents, and trade names from a market participant
perspective, useful lives, and discount rates. Management's estimates of fair
value are based upon assumptions believed to be reasonable, but which are
inherently uncertain and unpredictable and, as a result, actual results may
differ from estimates. Allocation of purchase consideration to identifiable
assets and liabilities affects our amortization expense, as acquired
finite-lived intangible assets are amortized over the useful life, whereas
goodwill is not amortized.

We review goodwill for impairment at least annually or more frequently if events
or changes in circumstances would more likely than not reduce the fair value of
our single reporting unit below its carrying value. During the years ended
December 31, 2021, 2020, and 2019 no impairment of goodwill was recorded. The
Company has one reporting unit and it is not currently at risk of failing the
qualitative impairment test.

Long-lived assets, including property and equipment and intangible assets are
reviewed for possible impairment whenever events or circumstances indicate that
the carrying amount of such assets may not be recoverable. The

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evaluation is performed at the lowest level for which identifiable cash flows
are largely independent of the cash flows of other assets and liabilities.
Recoverability of these assets is measured by a comparison of the carrying
amounts to the future undiscounted cash flows the assets are expected to
generate from the use and eventual disposition. If such review indicates that
the carrying amount of property and equipment and intangible assets is not
recoverable, the carrying amount of such assets is reduced to fair value. No
impairments of intangibles were recorded for the years ended December 31, 2021,
2020, and 2019.

The useful lives of our long-lived assets including property and equipment and
finite-lived intangible assets are determined by management when those assets
are initially recognized and are routinely reviewed for the remaining estimated
useful lives. The current estimate of useful lives represents our best estimate
based on current facts and circumstances but may differ from the actual useful
lives due to changes in future circumstances such as changes to our business
operations, changes in the planned use of assets, and technological
advancements. When we change the estimated useful life assumption for any such
asset, the remaining carrying amount of the asset is accounted for prospectively
and depreciated or amortized over the remaining estimated useful life.
Historically changes in useful lives have not resulted in material changes to
our depreciation and amortization expense.

Fair Value Measurements of Our Debt



Our outstanding debt instruments are recorded at their carrying values in the
consolidated balance sheets, which may differ from their respective fair values.
For disclosure purposes, the fair values of our First Lien Term Loan Facilities
and our Second Lien Term Loan Facilities are calculated based on quoted prices
for similar instruments in active markets or identical instruments in markets
that are not actively traded (Level 2 fair value inputs). The fair value of the
Revolving Credit Facility approximates carrying value, based upon the short-term
duration of the interest rate periods currently available to us. Judgment is
required to evaluate the fair value of our debt.

Derivatives and Hedging Activities



We hold derivative instruments in the form of interest rate swaps as part of our
overall strategy to manage the level of exposure to the risk of fluctuations in
interest rates. These interest rate swap agreements fix the variable interest
rate on a portion of our debt. On September 26, 2019, we modified the terms of
the 2019 Interest Rate Swap Agreement to change the LIBOR reference period to
one month to ensure the effectiveness of the 2019 Interest Rate Swap Agreement.
We elected hedge accounting treatment at that time. See "-Interest Rate Swaps"
above for additional discussion of the interest rate swaps.

We recognize all derivative instruments as either assets or liabilities at fair
value in the consolidated balance sheets. For derivative instruments that are
designated and qualify as cash flow hedges, the effective portion of the gain or
loss on the derivative is reported as a component of other comprehensive (loss)
income and reclassified into interest expense in the same period or periods
during which the hedged debt affects earnings. Gains and losses on the
derivative representing hedge ineffectiveness are recognized in current
earnings. Judgment is required to evaluate the fair value of derivative
instruments and assess their effectiveness. No hedge ineffectiveness was
recorded in the years ended December 31, 2021 and 2020.

The results of derivative activities are recorded in cash flows from operating activities on the consolidated statements of cash flows.

Loss Contingencies



We are involved in legal proceedings, claims, and regulatory, tax or government
inquiries and investigations that arise in the ordinary course of business.
Additionally, we are required to comply with various legal and regulatory
obligations around the world. The requirements for complying with these
obligations may be uncertain and subject to interpretation and enforcement by
regulatory and other authorities, and any failure to comply with such
obligations could eventually lead to asserted legal or regulatory action. We
evaluate these asserted and unasserted matters on a regular basis and accrue a
liability when we believe that it is probable that a loss has been incurred and
the amount can be reasonably estimated. If we determine there is a reasonable
possibility that we may

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incur a loss and the loss or range of loss can be estimated, we disclose the
possible loss in the accompanying notes to the consolidated financial statements
to the extent material.

We review the developments in our contingencies that could affect the amount of
the provisions that have been previously recorded, and the matters and related
reasonably possible losses disclosed. We make adjustments to our provisions and
changes to our disclosures accordingly to reflect the impact of negotiations,
settlements, rulings, advice of legal counsel, and updated information.
Significant judgment is required to determine the probability of loss and the
estimated amount of loss, including when and if the probability and estimate has
changed for asserted and unasserted matters.

The ultimate outcome of these matters, such as whether the likelihood of loss is
remote, reasonably possible, or probable or if and when the reasonably possible
range of loss is estimable, is inherently uncertain. Therefore, if one or more
of these matters were resolved against us for amounts in excess of management's
estimates of losses, our results of operations and financial condition,
including in a particular reporting period in which any such outcome becomes
probable and estimable, could be materially adversely affected. See "Item 8.
Financial Statements and Supplementary Data - Note 14 - Commitments and
Contingent Liabilities, Note 15 - Legal Proceedings and Note 17 - Income Taxes"
for additional information regarding these contingencies.

Revenue Recognition



In accordance with Accounting Standards Codification 606, "Revenue from
Contracts with Customers," we recognize revenue when a performance obligation
has been fulfilled and the customer receives and consumes the benefits of the
services delivered. The Company's revenues are primarily derived from contracts
to provide services. In order to recognize revenue, we note that the Company
must identify the performance obligations, determine the transaction price, and
allocate the contract considerations to the performance obligation utilizing the
standalone selling price ("SSP") of each performance obligation. Our revenue is
derived by delivering services to our customer, as the customer simultaneously
receives and consumes the benefits of the services delivered.

If at the outset of an arrangement, we determine that collectibility is not reasonably assured, revenue is deferred until the earlier of when collectibility becomes probable or the receipt of payment from the customer.



Each performance obligation within a contract must be considered separately to
ensure that appropriate accounting is applied for the services provided to our
customers. These considerations include assessing the price at which the service
is sold compared to its SSP, concluding when the service will be delivered, and
evaluating collectability. Generally, customers contract with us to provide
services that are highly interrelated and not separately identifiable.
Therefore, the customers' entire order is accounted for as one performance
obligation.

Certain costs incurred prior to the satisfaction of a performance obligation are
capitalized as contract implementation costs and are amortized on a systematic
basis consistent with the pattern of transfer of the related services. These
costs generally consist of labor costs directly relating to the implementation
and setup of the contract.

See "Item 8. Financial Statements and Supplementary Data - Note 16 - Revenues" for further information on revenue.

Income Taxes



We account for income taxes using the asset and liability method, which requires
the recognition of deferred tax assets and liabilities for the expected future
tax consequences of temporary differences between the carrying amounts and the
tax bases of other assets and liabilities. We provide for income taxes at the
current and future enacted tax rates and laws applicable in each taxing
jurisdiction. We use a two-step approach for recognizing and measuring tax
benefits taken or expected to be taken in a tax return and disclosures regarding
uncertainties in income tax positions. The impact of an uncertain tax position
that is more likely than not to be sustained upon examination by the relevant
taxing authority must be recognized at the largest amount that is more likely
than not to

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be sustained. No portion of an uncertain tax position will be recognized if the
position has less than a 50% likelihood of being sustained. Interest expense is
recognized on the full amount of deferred benefits for uncertain tax positions.
While the validity of any tax position is a matter of tax law, the body of
statutory, regulatory and interpretive guidance on the application of the law is
complex and often ambiguous. We recognize interest and penalties related to
unrecognized tax benefits within Income tax expense in the consolidated
statements of operations.

We evaluate our ability to realize the tax benefits associated with deferred tax
assets by analyzing our forecasted taxable income using both historical and
projected future operating results, the reversal of existing temporary
differences, taxable income or benefit in prior carryback years (if permitted)
and the availability of tax planning strategies. A valuation allowance is
required unless management determines that it is more likely than not that we
will ultimately realize the tax benefit associated with a deferred tax asset.

We determine the amount of undistributed earnings that will be indefinitely
reinvested in our non-U.S. operations. This assessment is based on the cash flow
projections and operational and fiscal objectives of each of our U.S. and
foreign subsidiaries. Foreign withholding taxes have not been provided on
cumulative undistributed foreign earnings of the non-U.S. subsidiaries as of
December 31, 2021 and 2020, which are considered to be indefinitely reinvested
outside of the U.S.

See "Item 8. Financial Statements and Supplementary Data - Note 17 - Income Taxes" for further information related to income taxes.

Recent Accounting Pronouncements



See "Item 8. Financial Statements and Supplementary Data - Note 2 - Recently
Issued Accounting Pronouncements" for further information on recently adopted
accounting pronouncements and those not yet adopted.

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