10-Q

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 29, 2020

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 0-19655

TETRA TECH, INC.

(Exact name of registrant as specified in its charter)

Delaware	95-4148514
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

3475 East Foothill Boulevard, Pasadena, California  91107

(Address of principal executive offices)  (Zip Code)

(626) 351-4664

(Registrant’s telephone number, including area code) 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	TTEK	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒   No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ☒   No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐   No  ☒

As of April 22, 2020, 54,026,070 shares of the registrant’s common stock were outstanding.

TETRA TECH, INC.

INDEX

PART I.	FINANCIAL INFORMATION	PAGE NO.
Item 1.	Financial Statements (unaudited)	3
	Consolidated Balance Sheets as of March 29, 2020 and September 29, 2019	3
	Consolidated Statements of Income for the Three and Six Months Ended March 29, 2020 and March 31, 2019	4
	Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended March 29, 2020 and March 31, 2019	5
	Consolidated Statements of Equity for the Three and Six Months Ended March 29, 2020 and March 31, 2019	6
	Consolidated Statements of Cash Flows for the Six Months Ended March 29, 2020 and March 31, 2019	8
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
PART II.	OTHER INFORMATION	36
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 4.	Mine Safety Disclosure	54
Item 6.	Exhibits	54
SIGNATURES		56

2

PART I.                                                  FINANCIAL INFORMATION

        Item 1.                                 Financial Statements

Tetra Tech, Inc.

Consolidated Balance Sheets

(unaudited - in thousands, except par value)

ASSETS	March 29, 2020		September 29, 2019
Current assets:
Cash and cash equivalents	$	134,981	$	120,732
Accounts receivable, net	660,579		768,720
Contract assets	109,166		114,324
Prepaid expenses and other current assets	76,602		62,196
Income taxes receivable	20,612		13,820
Total current assets	1,001,940		1,079,792
Property and equipment, net	35,486		39,441
Right-of-use assets, operating leases	262,678		—
Investments in unconsolidated joint ventures	7,345		6,873
Goodwill	944,718		924,820
Intangible assets, net	14,859		16,440
Deferred tax assets	24,073		28,385
Other long-term assets	52,051		51,657
Total assets	$	2,343,150	$	2,147,408
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	120,587	$	206,609
Accrued compensation	161,494		203,384
Contract liabilities	189,741		165,611
Short-term lease liabilities, operating leases	70,594		—
Current portion of long-term debt	12,525		12,572
Current contingent earn-out liabilities	29,605		24,977
Other current liabilities	151,209		156,801
Total current liabilities	735,755		769,954
Deferred tax liabilities	12,908		12,971
Long-term debt	333,041		263,949
Long-term lease liabilities, operating leases	212,229		—
Long-term contingent earn-out liabilities	23,323		28,015
Other long-term liabilities	75,656		83,055
Commitments and contingencies (Note 16)
Equity:
Preferred stock - authorized, 2,000 shares of $0.01 par value; no shares issued and outstanding at March 29, 2020 and September 29, 2019	—		—
Common stock - authorized, 150,000 shares of $0.01 par value; issued and outstanding, 54,142 and 54,565 shares at March 29, 2020 and September 29, 2019, respectively	541		546
Additional paid-in capital	10,473		78,132
Accumulated other comprehensive loss	(199,391)		(160,584)
Retained earnings	1,138,485		1,071,192
Tetra Tech stockholders’ equity	950,108		989,286
Noncontrolling interests	130		178
Total stockholders' equity	950,238		989,464
Total liabilities and stockholders' equity	$	2,343,150	$	2,147,408

See Notes to Consolidated Financial Statements.

3

Tetra Tech, Inc.

Consolidated Statements of Income

(unaudited – in thousands, except per share data)

	Three Months Ended				Six Months Ended
	March 29, 2020		March 31, 2019		March 29, 2020		March 31, 2019
Revenue	$	734,133	$	722,621	$	1,531,756	$	1,440,052
Subcontractor costs	(149,673)		(137,237)		(333,274)		(301,305)
Other costs of revenue	(487,460)		(488,913)		(991,745)		(943,592)
Gross profit	97,000		96,471		206,737		195,155
Selling, general and administrative expenses	(51,041)		(48,898)		(97,476)		(91,871)
Contingent consideration – fair value adjustments	1,571		(28)		1,571		(28)
Income from operations	47,530		47,545		110,832		103,256
Interest expense	(3,501)		(3,164)		(6,849)		(6,061)
Income before income tax (expense) benefit	44,029		44,381		103,983		97,195
Income tax (expense) benefit	(7,616)		11,563		(20,253)		781
Net income	36,413		55,944		83,730		97,976
Net income attributable to noncontrolling interests	(16)		(33)		(23)		(69)
Net income attributable to Tetra Tech	$	36,397	$	55,911	$	83,707	$	97,907
Earnings per share attributable to Tetra Tech:
Basic	$	0.67	$	1.01	$	1.53	$	1.77
Diluted	$	0.66	$	1.00	$	1.51	$	1.74
Weighted-average common shares outstanding:
Basic	54,699		55,143		54,541		55,237
Diluted	55,463		55,985		55,380		56,161

See Notes to Consolidated Financial Statements.

4

Tetra Tech, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(unaudited – in thousands)

	Three Months Ended				Six Months Ended
	March 29, 2020		March 31, 2019		March 29, 2020		March 31, 2019
Net income	$	36,413	$	55,944	$	83,730	$	97,976
Other comprehensive income, net of tax
Foreign currency translation adjustment, net of tax	(47,011)		9,245		(33,112)		(14,089)
Loss on cash flow hedge valuations	(7,365)		(2,769)		(5,695)		(6,778)
Other comprehensive (loss) income attributable to Tetra Tech, net of tax	(54,376)		6,476		(38,807)		(20,867)
Other comprehensive (loss) income attributable to noncontrolling interests, net of tax	(4)		1		(2)		238
Comprehensive (loss) income, net of tax	$	(17,967)	$	62,421	$	44,921	$	77,347
Comprehensive (loss) income attributable to Tetra Tech, net of tax	$	(17,979)	$	62,387	$	44,900	$	77,040
Comprehensive income attributable to noncontrolling interests, net of tax	12		34		21		307
Comprehensive (loss) income, net of tax	$	(17,967)	$	62,421	$	44,921	$	77,347

See Notes to Consolidated Financial Statements.

5

Tetra Tech, Inc.

Consolidated Statements of Equity

Three Months Ended March 31, 2019 and March 29, 2020

(unaudited – in thousands)

	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total Tetra Tech Equity		Non-Controlling Interests		Total Equity
	Shares	Amount
BALANCE AT DECEMBER 30, 2018	55,326	$	553	$	130,753	$	(154,693)	$	977,541	$	954,154	$	147	$	954,301
Net income								55,911		55,911		33		55,944
Other comprehensive income						6,476				6,476		1		6,477
Distributions paid to noncontrolling interests										—		(21)		(21)
Cash dividends of $0.12 per common share								(6,616)		(6,616)				(6,616)
Stock-based compensation				4,066						4,066				4,066
Restricted & performance shares released	5	—		(66)						(66)				(66)
Stock options exercised	65	1		1,519						1,520				1,520
Stock repurchases	(449)	(5)		(24,995)						(25,000)				(25,000)
BALANCE AT MARCH 31, 2019	54,947	$	549	$	111,277	$	(148,217)	$	1,026,836	$	990,445	$	160	$	990,605
BALANCE AT DECEMBER 29, 2019	54,728	$	547	$	60,747	$	(145,015)	$	1,110,312	$	1,026,591	$	174	$	1,026,765
Net income								36,397		36,397		16		36,413
Other comprehensive loss						(54,376)				(54,376)		(4)		(54,380)
Distributions paid to noncontrolling interests										—		(56)		(56)
Cash dividends of $0.15 per common share								(8,224)		(8,224)				(8,224)
Stock-based compensation				4,955						4,955				4,955
Restricted & performance shares released	30	1		(281)						(280)				(280)
Stock options exercised	215	2		6,511						6,513				6,513
Stock repurchases	(831)	(9)		(61,459)						(61,468)				(61,468)
BALANCE AT MARCH 29, 2020	54,142	$	541	$	10,473	$	(199,391)	$	1,138,485	$	950,108	$	130	$	950,238

6

Tetra Tech, Inc.

Consolidated Statements of Equity

Six Months Ended March 31, 2019 and March 29, 2020

(unaudited – in thousands)

	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total Tetra Tech Equity		Non-Controlling Interests		Total Equity
	Shares	Amount
BALANCE AT SEPTEMBER 30, 2018	55,349	$	553	$	148,803	$	(127,350)	$	944,965	$	966,971	$	129	$	967,100
Net income								97,907		97,907		69		97,976
Other comprehensive (loss) income						(20,867)				(20,867)		238		(20,629)
Distributions paid to noncontrolling interests										—		(276)		(276)
Cash dividends of $0.24 per common share								(13,270)		(13,270)				(13,270)
Stock-based compensation				8,595						8,595				8,595
Restricted & performance shares released	179	2		(6,804)						(6,802)				(6,802)
Stock options exercised	151	2		3,832						3,834				3,834
Shares issued for Employee Stock Purchase Plan	148	1		6,842						6,843				6,843
Stock repurchases	(880)	(9)		(49,991)						(50,000)				(50,000)
Cumulative effect of accounting changes								(2,766)		(2,766)				(2,766)
BALANCE AT MARCH 31, 2019	54,947	$	549	$	111,277	$	(148,217)	$	1,026,836	$	990,445	$	160	$	990,605
BALANCE AT SEPTEMBER 29, 2019	54,565	$	546	$	78,132	$	(160,584)	$	1,071,192	$	989,286	$	178	$	989,464
Net income								83,707		83,707		23		83,730
Other comprehensive loss						(38,807)				(38,807)		(2)		(38,809)
Distributions paid to noncontrolling interests										—		(69)		(69)
Cash dividends of $0.30 per common share								(16,414)		(16,414)				(16,414)
Stock-based compensation				9,437						9,437				9,437
Restricted & performance shares released	215	2		(11,100)						(11,098)				(11,098)
Stock options exercised	269	3		7,924						7,927				7,927
Shares issued for Employee Stock Purchase Plan	168	1		8,714						8,715				8,715
Stock repurchases	(1,075)	(11)		(82,634)						(82,645)				(82,645)
BALANCE AT MARCH 29, 2020	54,142	$	541	$	10,473	$	(199,391)	$	1,138,485	$	950,108	$	130	$	950,238

See Notes to Consolidated Financial Statements.

7

Tetra Tech, Inc.

Consolidated Statements of Cash Flows

(unaudited – in thousands)

	Six Months Ended
	March 29, 2020		March 31, 2019
Cash flows from operating activities:
Net income	$	83,730	$	97,976
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	12,809		14,731
Equity in income of unconsolidated joint ventures	(3,333)		(1,386)
Distributions of earnings from unconsolidated joint ventures	2,467		1,193
Amortization of stock-based awards	9,437		8,595
Deferred income taxes	3,153		(26,092)
Provision for doubtful accounts	5,560		9,878
Fair value adjustments to contingent consideration	(1,571)		28
Gain on sale of property and equipment	(3,523)		(223)
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable and contract assets	99,367		48,041
Prepaid expenses and other assets	5,317		(16,007)
Accounts payable	(89,630)		(26,908)
Accrued compensation	(44,690)		(29,604)
Contract liabilities	24,130		5,114
Other liabilities	(14,129)		17,863
Income taxes receivable/payable	(5,895)		(3,951)
Net cash provided by operating activities	83,199		99,248
Cash flows from investing activities:
Payments for business acquisitions, net of cash acquired	(27,739)		3,545
Capital expenditures	(5,876)		(7,178)
Proceeds from sale of property and equipment	6,316		250
Net cash used in investing activities	(27,299)		(3,383)
Cash flows from financing activities:
Proceeds from borrowings	243,364		128,717
Repayments on long-term debt	(174,730)		(162,092)
Repurchases of common stock	(81,660)		(50,000)
Taxes paid on vested restricted stock	(10,857)		(6,802)
Stock options exercised	7,927		3,834
Net change in overdrafts	2,737		—
Dividends paid	(16,414)		(13,270)
Payments of contingent earn-out liabilities	(9,624)		(11,067)
Net cash used in financing activities	(39,257)		(110,680)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(2,409)		(645)
Net increase (decrease) in cash, cash equivalents and restricted cash	14,234		(15,460)
Cash, cash equivalents and restricted cash at beginning of period	120,901		148,884
Cash, cash equivalents and restricted cash at end of period	$	135,135	$	133,424
Supplemental information:
Cash paid during the period for:
Interest	$	6,510	$	6,057
Income taxes, net of refunds received of $0.5 million and $0.9 million	$	23,437	$	30,707
Supplemental disclosures of non-cash investing activities:
Issuance of promissory note for business acquisition	$	—	$	24,688
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	134,981	$	130,728
Restricted cash	154		2,696
Total cash, cash equivalents and restricted cash	$	135,135	$	133,424

See Notes to Consolidated Financial Statements.

8

TETRA TECH, INC.

Notes to Consolidated Financial Statements

1.                                      Basis of Presentation

The accompanying unaudited interim consolidated financial statements and related notes of Tetra Tech, Inc. (“we,” “us,” “our” or "Tetra Tech") have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and, therefore, should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended September 29, 2019.

These financial statements reflect all normal recurring adjustments that are considered necessary for a fair statement of our financial position, results of operations and cash flows for the interim periods presented. The results of operations and cash flows for any interim period are not necessarily indicative of results for the full year or for future years.

In the first quarter of fiscal 2020, we adopted Accounting Standards Update ("ASU") 2016-02 "Leases (Topic 842)", using the modified retrospective method. The new guidance was applied to leases that existed or were entered into on or after September 30, 2019. Our current year financial statements have been presented under Leases (Topic 842). However, the prior-year financial statements have not been adjusted and continue to be reported in accordance with previous guidance. See Note 8, "Leases" for further discussion of the adoption and the impact on our financial statements.

2.                                Recent Accounting Pronouncements

In August 2017, the Financial Accounting Standards Board ("FASB") issued accounting guidance on hedging activities. The amendment better aligns an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2018 (first quarter of fiscal 2020 for us). The adoption of this guidance had no impact on our consolidated financial statements.

        In February 2018, the FASB issued guidance on reclassification of certain tax effects from accumulated comprehensive income, which allows for a reclassification of stranded tax effects from the Tax Cuts and Jobs Act ("TCJA") from accumulated other comprehensive income to retained earnings. The guidance is effective for fiscal years beginning after December 15, 2018 (first quarter of fiscal 2020 for us). The adoption of this guidance had no material impact on our consolidated financial statements.

        In June 2016, the FASB issued updated guidance which requires entities to estimate all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The updated guidance also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. Subsequently, the FASB issued guidance clarifying and amending certain aspects of the credit losses standard in November 2019 and February 2020. The guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019 (first quarter of fiscal 2021 for us). Early adoption is permitted. We are currently evaluating the impact that this guidance will have on our consolidated financial statements.

        In August 2018, the FASB issued updated guidance modifying certain fair value measurement disclosures. The updated guidance contains additional disclosures to enable users of the financial statements to better understand the entity’s assumption used to develop significant unobservable inputs for Level 3 fair value measurements, but also eliminates the requirement for entities to disclose the amount of and reasons for transfers between Level 1 and Level 2 investments within the fair value hierarchy. This guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019 (first quarter of fiscal 2021 for us). Early adoption is permitted. We do not expect the adoption of this guidance to have a significant impact on our consolidated financial statements.

        In December 2019, the FASB issued guidance simplifying the accounting for income taxes by removing certain exceptions to general principles in Topic 740 and amending certain existing guidance for clarity. This guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020 (first quarter of fiscal 2022 for us). Early adoption is permitted. We do not expect the adoption of this guidance to have an impact on our consolidated financial statements.

9

In March 2020, the FASB issued guidance for the global transition away from referencing LIBOR, which provides temporary optional guidance in the form of optional expedients to ease the potential burden in accounting for reference rate reform. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform for hedging relationships existing as of December 31, 2022. The guidance is effective as of March 12, 2020 through December 31, 2022. As of March 29, 2020, this guidance had no impact on our consolidated financial statements. We are currently evaluating the impact this guidance will have on our consolidated financial statements for future periods.

3.                                Revenue and Contract Balances

Disaggregation of Revenue

        We disaggregate revenue by client sector and contract type, as we believe it best depicts how the nature, timing, and uncertainty of revenue and cash flows are affected by economic factors. The following tables provide information about disaggregated revenue:

	Three Months Ended				Six Months Ended
	March 29, 2020		March 31, 2019		March 29, 2020		March 31, 2019
	(in thousands)
Client Sector:
U.S. state and local government	$	102,260	$	129,868	$	224,616	$	253,147
U.S. federal government (1)	243,261		216,498		488,564		441,256
U.S. commercial	162,198		165,970		345,169		338,758
International (2)	226,414		210,285		473,407		406,891
Total	$	734,133	$	722,621	$	1,531,756	$	1,440,052
Contract Type:
Fixed-price	$	255,613	$	247,831	$	526,668	$	488,764
Time-and-materials	350,618		345,626		738,776		682,163
Cost-plus	127,902		129,164		266,312		269,125
Total	$	734,133	$	722,621	$	1,531,756	$	1,440,052

⁽¹⁾     Includes revenue generated under U.S. federal government contracts performed outside the United States.

⁽²⁾ Includes revenue generated from foreign operations, primarily in Canada, Australia and the United Kingdom, and revenue generated from non-U.S. clients.

        Other than the U.S. federal government, no single client accounted for more than 10% of our revenue for the three and six months ended March 29, 2020 and March 31, 2019.

Contract Assets and Contract Liabilities

We invoice customers based on the contractual terms of each contract. However, the timing of revenue recognition may differ from the timing of invoice issuance.

Contract assets represent revenue recognized in excess of the amounts for which we have the contractual right to bill our customers. Such amounts are recoverable from customers based upon various measures of performance, including achievement of certain milestones or completion of a contract. In addition, many of our time and materials arrangements are billed in arrears pursuant to contract terms that are standard within the industry, resulting in contract assets and/or unbilled receivables being recorded, as revenue is recognized in advance of billings.

Contract liabilities consist of billings in excess of revenue recognized. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation and increase as billings in advance of revenue recognition occur. Contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. There were no substantial non-current contract assets or liabilities for the periods presented. Net contract assets/liabilities consisted of the following:

10

	Balance at
	March 29, 2020		September 29, 2019
	(in thousands)
Contract assets (1)	$	109,166	$	114,324
Contract liabilities	(189,741)		(165,611)
Net contract liabilities	$	(80,575)	$	(51,287)

⁽¹⁾     Includes $25.5 million and $26.5 million of contract retentions as of March 29, 2020 and September 29, 2019, respectively.

        Revenue recognized in the first half of fiscal 2020 from amounts included in contract liabilities at the beginning of the period was approximately $105 million (approximately $74 million in the first half of fiscal 2019.)

        We recognize revenue primarily using the cost-to-cost measure of progress method, which involves the estimates of progress towards completion. Changes in those estimates could result in the recognition of cumulative catch-up adjustments to the contract’s inception-to-date revenue, costs and profit in the period in which such changes are made. As a result, we recognized net unfavorable operating income adjustments of $2.8 million in the second quarter and first half of fiscal 2020. These adjustments to our operating income in the first half of fiscal 2019 were immaterial. Changes in revenue and cost estimates could also result in a projected loss, determined at the contract level, which would be recorded immediately in earnings. As of March 29, 2020 and September 29, 2019, our consolidated balance sheets included liabilities for anticipated losses of $14.6 million and $11.5 million, respectively. The estimated cost to complete the related contracts as of March 29, 2020 was approximately $57 million.

Accounts Receivable, Net

Net accounts receivable consisted of the following:

	Balance at
	March 29, 2020		September 29, 2019
	(in thousands)
Billed	$	438,029	$	522,256
Unbilled	279,440		300,035
Total accounts receivable	717,469		822,291
Allowance for doubtful accounts	(56,890)		(53,571)
Total accounts receivable, net	$	660,579	$	768,720

        Billed accounts receivable represent amounts billed to clients that have not been collected. Unbilled accounts receivable, which represent an unconditional right to payment subject only to the passage of time, include unbilled amounts typically resulting from revenue recognized but not yet billed pursuant to contract terms or billed after the period end date. Most of our unbilled receivables at March 29, 2020 are expected to be billed and collected within 12 months. The allowance for doubtful accounts represents amounts that are expected to become uncollectible or unrealizable in the future. We determine an estimated allowance for uncollectible accounts based on management's consideration of trends in the actual and forecasted credit quality of our clients, including delinquency and payment history; type of client, such as a government agency or a commercial sector client; and general economic and industry conditions, including the potential impacts of the coronavirus disease 2019 ("COVID-19") pandemic, that may affect our clients' ability to pay.

        Total accounts receivable at March 29, 2020 and September 29, 2019 included approximately $14 million and $15 million, respectively, related to claims, including requests for equitable adjustment, on contracts that provide for price redetermination. We regularly evaluate all unsettled claim amounts and record appropriate adjustments to operating earnings when it is probable that the claim will result in a different contract value than the amount previously estimated. We recorded no material gains or losses related to claims in the first half of fiscal 2020. In the first half of fiscal 2019 (all in the second quarter), we recognized reductions of revenue of $4.8 million and $3.6 million and related losses in operating income of $5.9 million and

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$3.6 million in our Remediation and Construction Management ("RCM") and Commercial/International Services Group ("CIG") segments, respectively.

No single client accounted for more than 10% of our accounts receivable at March 29, 2020 and September 29, 2019.

Remaining Unsatisfied Performance Obligations (“RUPOs”)

Our RUPOs represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. We had $3.0 billion of RUPOs as of March 29, 2020. RUPOs increase with awards from new contracts or additions on existing contracts and decrease as work is performed and revenue is recognized on existing contracts. RUPOs may also decrease when projects are canceled or modified in scope. We include a contract within our RUPOs when the contract is awarded and an agreement on contract terms has been reached.

We expect to satisfy our RUPOs as of March 29, 2020 over the following periods:

	Amount
	(in thousands)
Within 12 months	$	1,716,973
Beyond	1,255,124
Total	$	2,972,097

Although RUPOs reflect business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. RUPOs are adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate. Our operations and maintenance contracts can generally be terminated by the clients without a substantive financial penalty. Therefore, the remaining performance obligations on such contracts are limited to the notice period required for the termination (usually 30, 60, or 90 days).

4.            Acquisitions

In the second quarter of fiscal 2020, we acquired Segue Technologies, Inc. ("SEG"), a leading information technology management consulting firm based in Arlington, Virginia. SEG is part of our Government Services Group ("GSG") segment. The fair value of the purchase price was $41.8 million. This amount was comprised of $30.0 million in initial cash payments made to the sellers, $0.5 million of payables related to estimated post-closing adjustments for net assets acquired, and $11.3 million for the estimated fair value of contingent earn-out obligations, with a maximum of $20.0 million, based upon the achievement of specified operating income targets in each of the three years following the acquisition.

In the second quarter of fiscal 2019, we acquired eGlobalTech ("EGT"), a high-end information technology solutions, cloud migration, cybersecurity, and management consulting firm based in Arlington, Virginia. EGT is part of our GSG segment. The fair value of the purchase price was $49.1 million. This amount was comprised of a $24.7 million promissory note issued to the sellers (which was subsequently paid in full in the third quarter of fiscal 2019), $3.3 million of payables related to estimated post-closing adjustments for net assets acquired, and $21.1 million for the estimated fair value of contingent earn-out obligations, with a maximum of $25.0 million, based upon the achievement of specified operating income targets in each of the three years following the acquisition.

In the fourth quarter of fiscal 2019, we acquired WYG plc (“WYG”), which employs approximately 1,600 staff primarily in the United Kingdom and Europe, delivering consulting and engineering solutions for complex projects across key service areas including planning, water and environment, transport, infrastructure, the built environment, architecture, urban design, surveying, asset management, program management, and international development. WYG’s United Kingdom based consulting and engineering business is part of our CIG segment, while its international development business is part of our GSG segment. The fair value of the purchase price was $54.2 million, entirely paid in cash. In addition, we assumed a net debt of $11.5 million, which was subsequently paid in full in the fourth quarter of fiscal 2019. We also incurred $10.4 million in acquisition and transaction costs related to the WYG acquisition in the fourth quarter of fiscal 2019.

Goodwill additions resulting from the above business combinations are primarily attributable to the existing workforce of the acquired companies and the synergies expected to arise after the acquisitions. The goodwill additions related to our fiscal 2019 acquisitions represent the value of a workforce with emerging technology and new techniques that incorporate artificial intelligence, data analytics and advanced cybersecurity solutions for government and commercial clients, and expanding our

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geographic presence in the United Kingdom with a strong platform for growth in the United Kingdom and Europe. The fiscal 2020 goodwill addition represents the value of a workforce with distinct expertise in the high-end information technology field, in the areas of data analytics, modeling and simulation, cloud, and agile software development. In addition, these acquired capabilities, when combined with our existing global consulting and engineering business, result in opportunities that allow us to provide services under contracts that could not have been pursued individually by either us or the acquired companies. The results of these acquisitions were included in our consolidated financial statements from their respective closing dates. These acquisitions were not considered material to our consolidated financial statements. As a result, no pro forma information has been provided.

Backlog, client relations and trade name intangible assets include the fair value of existing contracts and the underlying customer relationships with lives ranging from one to ten years, and trade names with lives ranging from three to five years. For detailed information regarding our intangible assets, see Note 5, “Goodwill and Intangible Assets”.

Most of our acquisition agreements include contingent earn-out agreements, which are generally based on the achievement of future operating income thresholds. The contingent earn-out arrangements are based on our valuations of the acquired companies and reduce the risk of overpaying for acquisitions if the projected financial results are not achieved. The fair values of any earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. For each transaction, we estimate the fair value of contingent earn-out payments as part of the initial purchase price and record the estimated fair value of contingent consideration as a liability in “Current contingent earn-out liabilities” and “Long-term contingent earn-out liabilities” on the consolidated balance sheets. We consider several factors when determining that contingent earn-out liabilities are part of the purchase price, including the following: (1) the valuation of our acquisitions is not supported solely by the initial consideration paid, and the contingent earn-out formula is a critical and material component of the valuation approach to determining the purchase price; and (2) the former owners of acquired companies that remain as key employees receive compensation other than contingent earn-out payments at a reasonable level compared with the compensation of our other key employees. The contingent earn-out payments are not affected by employment termination.

We measure our contingent earn-out liabilities at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy. We use a probability-weighted discounted income approach as a valuation technique to convert future estimated cash flows to a single present value amount. The significant unobservable inputs used in the fair value measurements are operating income projections over the earn-out period (generally two or three years), and the probability outcome percentages we assign to each scenario. Significant increases or decreases to either of these inputs in isolation would result in a significantly higher or lower liability, with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the contingent earn-out liability on the acquisition date is reflected as cash used in financing activities in our consolidated statements of cash flows. Any amount paid in excess of the contingent earn-out liability on the acquisition date is reflected as cash used in operating activities in our consolidated statements of cash flows.

        We review and re-assess the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Changes in the estimated fair value of our contingent earn-out liabilities related to the time component of the present value calculation are reported in interest expense. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in operating income. In the second quarter of fiscal 2020, we evaluated our estimates for contingent consideration liabilities for the remaining earn-out periods for each individual acquisition, which included a review of their financial results to-date, the status of ongoing projects in their RUPOs, and the inventory of prospective new contract awards. In addition, we considered the potential impact of the global economic disruption due to the COVID-19 pandemic on our operating income projections over the various earn-out periods. As a result, we had a net reduction of $1.6 million in our contingent earn-out liabilities as of March 29, 2020 and a net gain of $1.6 million in our operating income for the first half of fiscal 2020 (all in the second quarter). These adjustments were immaterial for the first half of fiscal 2019.

        At March 29, 2020, there was a total potential maximum of $81.8 million of outstanding contingent consideration related to acquisitions. Of this amount, $52.9 million was estimated as the fair value and accrued on our consolidated balance sheet. If the global economic disruption due to the COVID-19 pandemic is prolonged, we could have more significant reductions in our contingent earn-out liabilities and related gains in operating income in future periods.

5.            Goodwill and Intangible Assets

The following table summarizes the changes in the carrying value of goodwill:

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	GSG		CIG		Total
	(in thousands)
Balance at September 29, 2019	$	441,802	$	483,018	$	924,820
Acquisition activity	35,560		5,508		41,068
Translation	(4,059)		(17,111)		(21,170)
Balance at March 29, 2020	$	473,303	$	471,415	$	944,718

The goodwill addition in GSG relates to the SEG acquisition completed in the second quarter of fiscal 2020. The purchase price allocation for this acquisition is preliminary and subject to adjustment based upon the final determination of the net assets acquired and information to perform the final valuation. Our goodwill was impacted by foreign currency translation related to our foreign subsidiaries with functional currencies that are different than our reporting currency. The goodwill amounts above are presented net of any reductions from historical impairment adjustments. The gross amounts of goodwill for GSG were $491.0 million and $459.5 million at March 29, 2020 and September 29, 2019, respectively, excluding $17.7 million of accumulated impairment. The gross amounts of goodwill for CIG were $577.1 million and $588.7 million at March 29, 2020 and September 29, 2019, respectively, excluding $105.7 million of accumulated impairment.

We perform our annual goodwill impairment review at the beginning of our fiscal fourth quarter. Our most recent annual review at July 1, 2019 (i.e. the first day of our fourth quarter in fiscal 2019) indicated that we had no impairment of goodwill, and all of our reporting units had estimated fair values that were in excess of their carrying values, including goodwill. All of our reporting units had estimated fair values that exceeded their carrying values by more than 25%.

        We also regularly evaluate whether events and circumstances have occurred that may indicate a potential change in the recoverability of goodwill. We perform interim goodwill impairment reviews between our annual reviews if certain events and circumstances have occurred, such as a deterioration in general economic conditions; an increase in the competitive environment; a change in management, key personnel, strategy or customers; negative or declining cash flows; or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods. Although we believe that our estimates of fair value for these reporting units are reasonable, if financial performance for these reporting units falls significantly below our expectations or market prices for similar business decline, the goodwill for these reporting units could become impaired.

We estimate the fair value of all reporting units with a goodwill balance based on a comparison and weighting of the income approach (weighted 70%), specifically the discounted cash flow method, and the market approach (weighted 30%), which estimates the fair value of our reporting units based upon comparable market prices and recent transactions, and also validates the reasonableness of the multiples from the income approach. The resulting fair value is most sensitive to the assumptions we use in our discounted cash flow analysis. The assumptions that have the most significant impact on the fair value calculation are the reporting unit’s revenue growth rate and operating profit margin, and the discount rate used to convert future estimated cash flows to a single present value amount.

During the second quarter of fiscal 2020, we considered whether the global economic disruption due to the COVID-19 pandemic had caused the fair value of any of our reporting units to fall below their carrying value resulting in goodwill impairment. Although our forecasted revenue and operating income for the second half of fiscal 2020 are now lower than our expectations during our last annual and interim impairment tests, we concluded that none of our reporting units' fair value had fallen below their carrying value. However, our Asia Pacific ("ASP") and Remediation and Field Services ("RFS") reporting units had fair values that exceeded their carrying values by less than 20% as of March 29, 2020. The carrying values for our ASP and RFS reporting units include approximately $102 million and $48 million of goodwill, respectively. If the financial performance of the operations in the ASP and RFS reporting units were to deteriorate further and fall below our current revenue and operating profit margin forecasts, or we are required to increase the discount rate used in our cash flow analysis, the related goodwill may become impaired.

During the fourth quarter of fiscal 2019, we performed an interim goodwill impairment review of our RFS reporting unit and recorded a $7.8 million goodwill impairment charge. As a result of the impairment charge, the estimated fair value of the RFS reporting unit equaled its carrying value of $61 million at September 29, 2019, including the remaining $48.8 million of goodwill.

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        The gross amount and accumulated amortization of our acquired identifiable intangible assets with finite useful lives included in “Intangible assets, net” on our consolidated balance sheets, were as follows:

	March 29, 2020					September 29, 2019
	Weighted- Average Remaining Life (in Years)	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
	($ in thousands)
Client relations	3.0	$	58,708	$	(51,596)	$	56,779	$	(50,455)
Backlog	0.9	33,618		(27,889)		32,229		(24,968)
Trade names	1.8	7,143		(5,125)		7,714		(4,859)
Total		$	99,469	$	(84,610)	$	96,722	$	(80,282)

Amortization expense for the three and six months ended March 29, 2020 was $3.4 million and $6.4 million, respectively, compared to $2.2 million and $6.2 million for the prior-year periods. Estimated amortization expense for the remainder of fiscal 2020 and succeeding years is as follows:

	Amount
	(in thousands)
2020	$	5,096
2021	5,898
2022	2,173
2023	1,491
2024	201
Total	$	14,859

6.                                     Property and Equipment

Property and equipment consisted of the following:

	Balance at
	March 29, 2020		September 29, 2019
	(in thousands)
Equipment, furniture and fixtures	$	112,803	$	114,652
Leasehold improvements	33,495		34,881
Land and buildings	378		371
Total property and equipment	146,676		149,904
Accumulated depreciation	(111,190)		(110,463)
Property and equipment, net	$	35,486	$	39,441

The depreciation expense related to property and equipment was $3.1 million and $6.4 million for the three and six months ended March 29, 2020, respectively, compared to $4.2 million and $8.5 million for the prior-year periods. We classified $4.1 million and $5.4 million of net assets as held-for-sale and reported them as "Prepaid expenses and other current assets" on our consolidated balance sheets as of March 29, 2020 and September 29, 2019, respectively, related to the disposal of our Canadian turn-key pipeline activities. The $1.3 million decline was due to the sales of these held-for-sale assets during the first half of fiscal 2020, which resulted in a net gain of $3.0 million.

7.                                     Stock Repurchase and Dividends

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On November 5, 2018, the Board of Directors authorized a stock repurchase program ("2019 Program") under which we could repurchase up to $200 million of our common stock. This was in addition to the $25 million remaining as of fiscal 2018 year-end under the previous stock repurchase program ("2018 Program"). On January 27, 2020, the Board of Directors authorized a new $200 million stock repurchase program ("2020 Program"). As of March 29, 2020, we had a remaining balance of $243.3 million available under the 2019 and 2020 programs. The following table summarizes stock repurchases in the open market and settled in fiscal 2019 and the first half of fiscal 2020:

Fiscal-Year Activity	Stock Repurchase Program	Shares Repurchased	Average Price Paid per Share		Total Cost (in thousands)
2019	2018 Program	430,559	$	58.06	$	25,000
2019	2019 Program	1,131,962	66.26		75,000
2019 Total		1,562,521	$	64.00	$	100,000
2020 (1)	2019 Program	1,060,850	$	76.98	$	81,660

⁽¹⁾ These amounts excluded 13,869 shares at the average price per share of $71.03 ($1.0 million of repurchases) that were traded but not yet settled as of March 29, 2020.

The following table presents dividend declared and paid in the first half of fiscal 2020 and 2019:

Declare Date	Dividend Paid Per Share		Record Date	Payment Date	Dividend Paid (in thousands)
November 11, 2019	$	0.15	December 2, 2019	December 13, 2019	$	8,190
January 27, 2020	$	0.15	February 12, 2020	February 28, 2020	8,224
Total dividend paid as of March 29, 2020					$	16,414
November 5, 2018	$	0.12	November 30, 2018	December 14, 2018	$	6,654
January 28, 2019	$	0.12	February 13, 2019	February 28, 2019	6,616
Total dividend paid as of March 31, 2019					$	13,270

Subsequent Event.  On April 27, 2020, the Board of Directors declared a quarterly cash dividend of $0.17 per share payable on May 29, 2020 to stockholders of record as of the close of business on May 13, 2020.

8.                                     Leases

        In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)”, which is a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets obtained in exchange for lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.

        We elected to adopt the standard, and available practical expedients, effective September 30, 2019 (the first day of our fiscal 2020). These practical expedients allowed us to keep the lease classification assessed under the previous lease accounting standard (ASC 840) without reassessment under the new standard, and allowed all separate lease components, including non-lease components, to be accounted for as a single lease component for all existing leases prior to adoption of the new standard.

        We adopted this new standard under the modified retrospective transition approach without adjusting comparative periods in the financial statements, as allowed under Leases (Topic 842), and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The standard had a material impact on our consolidated balance sheets but did not have an impact on the consolidated income statements. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while accounting for finance leases remained substantially unchanged. Our finance leases are primarily for certain information technology ("IT") equipment and the related ROU and lease liabilities were immaterial at March 29, 2020.

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        We determine if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and current and long-term operating lease liabilities in the consolidated balance sheets.

        ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, incremental borrowing rates are used based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

        Our operating leases are primarily for corporate and project office spaces. To a much lesser extent, we have operating leases for IT equipment, vehicles, and equipment. Our operating leases have remaining lease terms of one month to eight years, some of which may include options to extend the leases for up to five years.

        The components of lease costs for the three and six months ended March 29, 2020 are as follows:

	Three Months Ended		Six Months Ended
	(in thousands)
Operating lease cost	$	21,595	$	42,767
Sublease income	(541)		(1,115)
Other	18		36
Total lease cost	$	21,072	$	41,688

        Supplemental cash flow information related to leases for the six months ended March 29, 2020 is as follows:

	Amount
	(in thousands)
Operating cash flows for operating leases	$	41,504
Right-of-use assets obtained in exchange for new operating lease liabilities	$	321,919

        Supplemental balance sheet and other information related to leases as of March 29, 2020 are as follows:

	Amount
	(in thousands)
Operating leases:
Right-of-use assets	$	262,678
Lease liabilities:
Current	$	70,594
Long-term	212,229
Total operating lease liabilities	$	282,823
Weighted-average remaining lease term:
Operating leases	5 years
Weighted-average discount rate:
Operating leases	2.4		%

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        As of March 29, 2020, we have additional operating leases, primarily for office space, that have not yet commenced of $1.7 million. These operating leases will commence in fiscal 2020 and 2021 with lease terms of five years.

        A maturity analysis of the future undiscounted cash flows associated with our operating lease liabilities as of March 29, 2020 is as follows:

	Amount
	(in thousands)
2020	$	40,195
2021	69,193
2022	60,307
2023	41,736
2024	30,055
Beyond	63,136
Total lease payments	304,622
Less: imputed interest	(21,799)
Total present value of lease liabilities	$	282,823

        As of September 29, 2019, $343.5 million of minimum rental commitments on operating leases was payable as follows: $108.8 million in fiscal 2020, $66.4 million in fiscal 2021, $51.4 million in fiscal 2022, $36.5 million in fiscal 2023, $25.8 million in fiscal 2024, and $54.6 million thereafter. Rental expense for the three and six months ended March 31, 2019 was $19.2 million and $38.6 million, respectively.

9.                                     Stockholders’ Equity and Stock Compensation Plans

We recognize the fair value of our stock-based awards as compensation expense on a straight-line basis over the requisite service period in which the award vests. Stock-based compensation expense for the three and six months ended March 29, 2020 was $5.0 million and $9.4 million, respectively, compared to $4.1 million and $8.6 million for the same periods last year. Most of these amounts were included in SG&A in our consolidated statements of income. In the first half of fiscal 2020 (all in the first quarter), we awarded 74,011 performance share units (“PSUs”) to our non-employee directors and executive officers at a fair value of $99.85 per share on the award date. All of the PSUs are performance-based and vest, if at all, after the conclusion of the three-year performance period. The number of PSUs that ultimately vest is based 50% on the growth in our diluted earnings per share and 50% on our relative total shareholder return over the vesting period. Additionally, we awarded 163,525 restricted stock units (“RSUs”) to our non-employee directors, executive officers and employees at a fair value of $84.01 per share on the award date. All executive officer and employee RSUs have time-based vesting over a four-year period, and the non-employee director RSUs vest after one year.

10.                                Earnings per Share (“EPS”)

Basic EPS is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding, less unvested restricted stock for the period. Diluted EPS is computed by dividing net income by the weighted-average number of common shares outstanding and dilutive potential common shares for the period. Potential common shares include the weighted-average dilutive effects of outstanding stock options and unvested restricted stock using the treasury stock method.

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The following table presents the number of weighted-average shares used to compute basic and diluted EPS:

	Three Months Ended				Six Months Ended
	March 29, 2020		March 31, 2019		March 29, 2020		March 31, 2019
	(in thousands, except per share data)
Net income attributable to Tetra Tech	$	36,397	$	55,911	$	83,707	$	97,907
Weighted-average common shares outstanding – basic	54,699		55,143		54,541		55,237
Effect of dilutive stock options and unvested restricted stock	764		842		839		924
Weighted-average common shares outstanding – diluted	55,463		55,985		55,380		56,161
Earnings per share attributable to Tetra Tech:
Basic	$	0.67	$	1.01	$	1.53	$	1.77
Diluted	$	0.66	$	1.00	$	1.51	$	1.74

11.                                  Income Taxes

The effective tax rates for the first half of fiscal 2020 and 2019 were 19.5% and (0.8)%, respectively. The tax rates for fiscal 2020 and 2019 reflect the impact of the comprehensive tax legislation enacted by the U.S. government on December 22, 2017, which is commonly referred to as the Tax Cuts and Jobs Act ("TCJA"). The TCJA significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018, while also repealing the deduction for domestic production activities, limiting the deductibility of certain executive compensation, and implementing a modified territorial tax system with the introduction of the Global Intangible Low-Taxed Income tax rules. The TCJA also imposed a one-time transition tax on deemed repatriation of historical earnings of foreign subsidiaries.

U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the tax law was enacted. We finalized the analysis of our deferred tax liabilities for the TCJA's lower tax rates in the first quarter of fiscal 2019 and recorded a deferred tax benefit of $2.6 million. Additionally, valuation allowances of $22.3 million in Australia were released due to sufficient positive evidence obtained during the second quarter of fiscal 2019. The valuation allowances were primarily related to net operating loss and R&D credit carryforwards and other temporary differences. We evaluated the positive evidence against any negative evidence and determined that it is more likely than not that the deferred tax assets will be realized. The factors used to assess the likelihood of realization were the past performance of the related entities, our forecast of future taxable income, and available tax planning strategies that could be implemented to realize the deferred tax assets. Excluding the net deferred tax benefits from the TCJA and valuation allowance releases, our effective tax rate in the first half of fiscal 2019 was 24.8%.

As of March 29, 2020 and September 29, 2019, the liability for income taxes associated with uncertain tax positions was $9.8 million and $9.2 million, respectively. These uncertain tax positions substantially relate to ongoing examinations, which are reasonably likely to be resolved within the next 12 months. 

12.                               Reportable Segments

We manage our operations under two reportable segments. Our GSG reportable segment primarily includes activities with U.S. government clients (federal, state and local) and all activities with development agencies worldwide. Our CIG reportable segment primarily includes activities with U.S. commercial clients and international clients other than development agencies. This alignment allows us to capitalize on our growing market opportunities and enhance the development of high-end consulting and technical solutions to meet our growing client demand. We continue to report the results of the wind-down of our non-core construction activities in the RCM reportable segment.

GSG provides consulting and engineering services primarily to U.S. government clients (federal, state and local) and development agencies worldwide. GSG supports U.S. government civilian and defense agencies with services in water, environment, infrastructure, information technology, and disaster management. GSG also provides engineering design services

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for U.S. municipal and commercial clients, especially in water infrastructure, solid waste, and high-end sustainable infrastructure designs. GSG also leads our support for development agencies worldwide, especially in the United States, United Kingdom, and Australia.

CIG primarily provides consulting and engineering services to U.S. commercial clients, and international clients that include both commercial and government sectors. CIG supports commercial clients across the Fortune 500, energy, utilities, industrial, manufacturing, aerospace, and resource management markets. CIG also provides infrastructure and related environmental, engineering and project management services to commercial and local government clients across Canada, in Asia Pacific (primarily Australia and New Zealand), the United Kingdom, as well as Brazil and Chile.

Management evaluates the performance of these reportable segments based upon their respective segment operating income before the effect of amortization expense related to acquisitions, and other unallocated corporate expenses. We account for inter-segment revenues and transfers as if they were to third parties; that is, by applying a negotiated fee onto the costs of the services performed. All significant intercompany balances and transactions are eliminated in consolidation.

Reportable Segments

The following tables summarize financial information regarding our reportable segments:

	Three Months Ended				Six Months Ended
	March 29, 2020		March 31, 2019		March 29, 2020		March 31, 2019
	(in thousands)
Revenue
GSG	$	436,903	$	417,526	$	894,307	$	829,497
CIG	308,412		322,458		659,576		640,252
RCM	5		(4,645)		150		(3,192)
Elimination of inter-segment revenue	(11,187)		(12,718)		(22,277)		(26,505)
Total	$	734,133	$	722,621	$	1,531,756	$	1,440,052
Income from operations
GSG	$	35,347	$	44,803	$	77,395	$	82,217
CIG	21,676		20,869		53,309		47,968
RCM	(1)		(5,938)		1		(5,934)
Corporate (1)	(9,492)		(12,189)		(19,873)		(20,995)
Total	$	47,530	$	47,545	$	110,832	$	103,256

⁽¹⁾ Includes amortization of intangibles, other costs and other income not allocable to our reportable segments.

	Balance at
	March 29, 2020		September 29, 2019
	(in thousands)
Total Assets
GSG	$	546,090	$	587,040
CIG	362,446		450,276
RCM	14,285		15,608
Corporate (1)	1,420,329		1,094,484
Total	$	2,343,150	$	2,147,408

⁽¹⁾ Corporate assets consist of intercompany eliminations and assets not allocated to our reportable segments including goodwill, intangible assets, leases, deferred income taxes and certain other assets.

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13.                               Fair Value Measurements

The fair value of long-term debt was determined using the present value of future cash flows based on the borrowing rates currently available for debt with similar terms and maturities (Level 2 measurement, as described in “Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended September 29, 2019). The carrying value of our long-term debt approximated fair value at March 29, 2020 and September 29, 2019. At March 29, 2020, we had borrowings of $345.5 million outstanding under our Amended Credit Agreement, which were used to fund business acquisitions, working capital needs, stock repurchases, dividends, capital expenditures and contingent earn-outs.

14.                               Derivative Financial Instruments

We often use certain interest rate derivative contracts to hedge interest rate exposures on our variable rate debt. Also, we may enter into foreign currency derivative contracts with financial institutions to reduce the risk that cash flows and earnings could adversely be affected by foreign currency exchange rate fluctuations. Our hedging program is not designated for trading or speculative purposes.

We recognize derivative instruments as either assets or liabilities on the accompanying consolidated balance sheets at fair value. We record changes in the fair value (i.e., gains or losses) of the derivatives that have been designated as cash flow hedges in our consolidated balance sheets as accumulated other comprehensive income, and in our consolidated statements of income for those derivatives designated as fair value hedges.

In fiscal 2018, we entered into five interest rate swap agreements that we designated as cash flow hedges to fix the interest rate on the borrowings under our term loan facility. As of March 29, 2020, the notional principal of our outstanding interest swap agreements was $234.4 million ($46.9 million each.) The interest rate swaps have a fixed interest rate of 2.79% and expire in July 2023 for all five agreements. At March 29, 2020 and September 29, 2019, the fair value of the effective portion of our interest rate swap agreements designated as cash flow hedges before tax effect was $(16.6) million and $(10.9) million, respectively, of which we expect to reclassify $5.5 million from accumulated other comprehensive income to interest expense within the next twelve months.

The fair values of our outstanding derivatives designated as hedging instruments were as follows:

		Fair Value of Derivative Instruments as of
	Balance Sheet Location	March 29, 2020		September 29, 2019
		(in thousands)
Interest rate swap agreements	Other current liabilities	$	(16,568)	$	(10,873)

Changes in the fair value of the interest rate swap agreements are presented on the consolidated statements of comprehensive income as follows:

	Six Months Ended
	March 29, 2020		March 31, 2019
	(in thousands)
Loss recognized in other comprehensive income, net of tax:
Interest rate swap agreements	$	(5,695)	$	(6,778)

We had no other derivative instruments that were not designated as hedging instruments for the first half of fiscal 2020 and fiscal year ended September 29, 2019.

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15.                               Reclassifications Out of Accumulated Other Comprehensive Loss

The accumulated balances and reporting period activities for the three and six months ended March 29, 2020 and March 31, 2019 related to reclassifications out of accumulated other comprehensive income (loss) are summarized as follows:

	Three Months Ended
	Foreign Currency Translation Adjustments		Loss on Derivative Instruments		Accumulated Other Comprehensive Loss
	(in thousands)
Balances at December 30, 2018	$	(151,936)	$	(2,757)	$	(154,693)
Other comprehensive income (loss) before reclassifications	9,245		(2,504)		6,741
Amounts reclassified from accumulated other comprehensive loss:
Interest rate contracts, net of tax (1)	—		(265)		(265)
Net current-period other comprehensive income (loss)	9,245		(2,769)		6,476
Balances at March 31, 2019	$	(142,691)	$	(5,526)	$	(148,217)
Balances at December 29, 2019	$	(135,812)	$	(9,203)	$	(145,015)
Other comprehensive loss before reclassifications	(47,011)		(6,727)		(53,738)
Amounts reclassified from accumulated other comprehensive loss:
Interest rate contracts, net of tax (1)	—		(638)		(638)
Net current-period other comprehensive loss	(47,011)		(7,365)		(54,376)
Balances at March 29, 2020	$	(182,823)	$	(16,568)	$	(199,391)
	Six Months Ended
	Foreign Currency Translation Adjustments		Gain (Loss) on Derivative Instruments		Accumulated Other Comprehensive Loss
	(in thousands)
Balances at September 30, 2018	$	(128,602)	$	1,252	$	(127,350)
Other comprehensive loss before reclassifications	(14,089)		(6,287)		(20,376)
Amounts reclassified from accumulated other comprehensive loss:
Interest rate contracts, net of tax (1)	—		(491)		(491)
Net current-period other comprehensive loss	(14,089)		(6,778)		(20,867)
Balances at March 31, 2019	$	(142,691)	$	(5,526)	$	(148,217)
Balances at September 29, 2019	$	(149,711)	$	(10,873)	$	(160,584)
Other comprehensive loss before reclassifications	(33,112)		(4,574)		(37,686)
Amounts reclassified from accumulated other comprehensive loss:
Interest rate contracts, net of tax (1)	—		(1,121)		(1,121)
Net current-period other comprehensive loss	(33,112)		(5,695)		(38,807)
Balances at March 29, 2020	$	(182,823)	$	(16,568)	$	(199,391)
(1) This accumulated other comprehensive component is reclassified to “Interest expense” in our consolidated statements of income. See Note 14, “Derivative Financial Instruments”, for more information.

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16.                               Commitments and Contingencies

We are subject to certain claims and lawsuits typically filed against the consulting and engineering profession, alleging primarily professional errors or omissions. We carry professional liability insurance, subject to certain deductibles and policy limits, against such claims. However, in some actions, parties are seeking damages that exceed our insurance coverage or for which we are not insured. While management does not believe that the resolution of these claims will have a material adverse effect, individually or in aggregate, on our financial position, results of operations or cash flows, management acknowledges the uncertainty surrounding the ultimate resolution of these matters.

On July 15, 2019, following an initial January 14, 2019 filing, the Civil Division of the United States Attorney's Office filed an amended complaint in intervention in three qui tam actions filed against our subsidiary, Tetra Tech EC, Inc. ("TtEC"), in the U.S. District Court for the Northern District of California. The complaint alleges False Claims Act violations and breach of contract related to TtEC's contracts to perform environmental remediation services at the former Hunters Point Naval Shipyard in San Francisco, California. TtEC disputes the claims and will defend this matter vigorously. We are currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any.

17.                               Related Party Transaction

        We often provide services to unconsolidated joint ventures. Our revenue related to services we provided to unconsolidated joint ventures for the three and six months of fiscal 2020 was $19.1 million and $48.0 million, respectively, compared to $21.8 million and $45.7 million for the same periods last year. Our related reimbursable costs for the three and six months of fiscal 2020 were approximately $18.8 million and $47.6 million, respectively, compared to $21.6 million and $45.1 million for the prior-year periods. Our consolidated balance sheets also included the following amounts related to these services:

	Balance at
	March 29, 2020		September 29, 2019
	(in thousands)
Accounts receivable, net	$	14,847	$	19,351
Contract assets	8,985		9,681
Contract liabilities	(489)		(111)

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Item 2.         Management’s Discussion and Analysis of Financial Condition and Results of Operations

 FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results that are subject to the safe harbor provisions created under the Securities Act of 1933 and the Securities Exchange Act of 1934. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “estimates,” “seeks,” “continues,” “may,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict, including those identified below under “Part II, Item 1A. Risk Factors,” and elsewhere herein. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

GENERAL OVERVIEW

Tetra Tech, Inc. is a leading global provider of consulting and engineering services that focuses on water, environment, infrastructure, resource management, energy, and international development. We are a global company that is Leading with Science® to provide innovative solutions for our public and private clients. We typically begin at the earliest stage of a project by identifying technical solutions and developing execution plans tailored to our clients’ needs and resources.

Our reputation for high-end consulting and engineering services and our ability to develop solutions for water and environmental management has supported our growth for more than 50 years. Today, we are proud to be making a difference in people’s lives worldwide through broad consulting, engineering, and technology service offerings. We are working on over 70,000 projects a year, in more than 100 countries on seven continents, from 450 offices, with a talent force of 20,000 associates. We are Leading with Science throughout our operations, with domain experts across multiple disciplines supported by advanced analytics, artificial intelligence, machine learning, and digital technology. Our ability to provide innovation and first-of-kind solutions is enhanced by partnerships with our forward-thinking clients. We are diverse and inclusive, embracing the breadth of experience across our talent force worldwide with a culture of innovation and entrepreneurship. We are disciplined in our business delivering value to customers and high performance to our shareholders. In supporting our clients, we seek to add value and provide long-term sustainable consulting, engineering, and technology solutions.

By combining ingenuity and practical experience, we have helped to advance sustainable solutions for managing water, protecting the environment, providing energy, and engineering the infrastructure for our cities and communities.

We derive income from fees for professional, technical, program management, and construction management services. As primarily a professional services company, we are labor-intensive rather than capital-intensive. Our revenue is driven by our ability to attract and retain qualified and productive employees, identify business opportunities, secure new and renew existing client contracts, provide outstanding services to our clients and execute projects successfully. We provide services to a diverse base of U.S. state and local government, U.S. federal government, U.S. commercial, and international clients.

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The following table presents the percentage of our revenue by client sector:

	Three Months Ended				Six Months Ended
	March 29, 2020		March 31, 2019		March 29, 2020		March 31, 2019
Client Sector
U.S. state and local government	13.9	%	18.0	%	14.7	%	17.6	%
U.S. federal government (1)	33.1		29.9		31.9		30.6
U.S. commercial	22.1		23.0		22.5		23.5
International (2)	30.9		29.1		30.9		28.3
Total	100.0	%	100.0	%	100.0	%	100.0	%

⁽¹⁾     Includes revenue generated under U.S. federal government contracts performed outside the United States.

⁽²⁾    Includes revenue generated from foreign operations, primarily in Canada, Australia and the United Kingdom, and revenue generated from non-U.S. clients.

We manage our operations under two reportable segments. Our Government Services Group reportable segment primarily includes activities with U.S. government clients (federal, state and local) and all activities with development agencies worldwide. Our Commercial/International Services Group reportable segment primarily includes activities with U.S. commercial clients and international clients other than development agencies. This alignment allows us to capitalize on our growing market opportunities and enhance the development of high-end consulting and technical solutions to meet our growing client demand. We continue to report the results of the wind-down of our non-core construction activities in the Remediation and Construction Management ("RCM") reportable segment.

Our reportable segments are as follows:

Government Services Group (“GSG”).  GSG provides consulting and engineering services primarily to U.S. government clients (federal, state and local) and development agencies worldwide. GSG supports U.S. government civilian and defense agencies with services in water, environment, infrastructure, information technology, and disaster management. GSG also provides engineering design services for U.S. municipal and commercial clients, especially in water infrastructure, solid waste, and high-end sustainable infrastructure designs. GSG also leads our support for development agencies worldwide, especially in the United States, United Kingdom, and Australia.

Commercial/International Services Group (“CIG”).  CIG primarily provides consulting and engineering services to U.S. commercial clients, and international clients that include both commercial and government sectors. CIG supports commercial clients across the Fortune 500, energy utilities, industrial, manufacturing, aerospace, and resource management markets. CIG also provides infrastructure and related environmental, engineering and project management services to commercial and local government clients across Canada, in Asia Pacific (primarily Australia and New Zealand), the United Kingdom, as well as Brazil and Chile.

The following table presents the percentage of our revenue by reportable segment:

	Three Months Ended				Six Months Ended
	March 29, 2020		March 31, 2019		March 29, 2020		March 31, 2019
Reportable Segment
GSG	59.5	%	57.8	%	58.4	%	57.6	%
CIG	42.0		44.6		43.1		44.4
RCM	—		(0.6)		—		(0.2)
Inter-segment elimination	(1.5)		(1.8)		(1.5)		(1.8)
Total	100.0	%	100.0	%	100.0	%	100.0	%

Our services are performed under three principal types of contracts with our clients: fixed-price, time-and-materials, and cost-plus. The following table presents the percentage of our revenue by contract type:

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	Three Months Ended				Six Months Ended
	March 29, 2020		March 31, 2019		March 29, 2020		March 31, 2019
Contract Type
Fixed-price	34.8	%	34.3	%	34.4	%	33.9	%
Time-and-materials	47.8		47.8		48.2		47.4
Cost-plus	17.4		17.9		17.4		18.7
Total	100.0	%	100.0	%	100.0	%	100.0	%

Under fixed-price contracts, the client agrees to pay a specified price for our performance of the entire contract or a specified portion of the contract. Under time-and-materials contracts, we are paid for labor at negotiated hourly billing rates and paid for other expenses. Under cost-plus contracts, some of which are subject to a contract ceiling amount, we are reimbursed for allowable costs and fees, which may be fixed or performance-based. Profitability on these contracts is driven by billable headcount and our cost control. We recognize revenue from contracts using the cost-to-cost measure of progress method to estimate the progress towards completion to determine the amount of revenue and profit to recognize. Changes in those estimates could result in the recognition of cumulative catch-up adjustments to the contract’s inception-to-date revenue, costs and profit in the period in which such changes are made. On a quarterly basis, we review and assess our revenue and cost estimates for each significant contract. Changes in revenue and cost estimates could also result in a projected loss that would be recorded immediately in earnings.

Other contract costs include professional compensation and related benefits, together with certain direct and indirect overhead costs such as rents, utilities, and travel. Professional compensation represents a large portion of these costs. Our "Selling, general and administrative expenses" ("SG&A") are comprised primarily of marketing and bid and proposal costs, and our corporate headquarters’ costs related to the executive offices, finance, accounting, administration, and information technology. Our SG&A expenses also include a portion of stock-based compensation and depreciation of property and equipment related to our corporate headquarters, and the amortization of identifiable intangible assets. Most of these costs are unrelated to specific clients or projects, and can vary as expenses are incurred to support company-wide activities and initiatives.

We experience seasonal trends in our business.  Our revenue and operating income are typically lower in the first half of our fiscal year, primarily due to the Thanksgiving (in the U.S.), Christmas, and New Year’s holidays. Many of our clients’ employees, as well as our own employees, take vacations during these holiday periods. Further, seasonal inclement weather conditions occasionally cause some of our offices to close temporarily or may hamper our project field work in the northern hemisphere's temperate and arctic regions. These occurrences result in fewer billable hours worked on projects and, correspondingly, less revenue recognized.

ACQUISITIONS AND DIVESTITURES

Acquisitions.  We continuously evaluate the marketplace for acquisition opportunities to further our strategic growth plans. Due to our reputation, size, financial resources, geographic presence and range of services, we have numerous opportunities to acquire privately and publicly held companies or selected portions of such companies. We evaluate an acquisition opportunity based on its ability to strengthen our leadership in the markets we serve, the technologies and solutions they provide, and the additional new geographies and clients they bring. Also, during our evaluation, we examine an acquisition's ability to drive organic growth, its accretive effect on long-term earnings, and its ability to generate return on investment. Generally, we proceed with an acquisition if we believe that it will strategically expand our service offerings, improve our long-term financial performance, and increase shareholder returns.

We view acquisitions as a key component in the execution of our growth strategy, and we intend to use cash, debt or equity, as we deem appropriate, to fund acquisitions. We may acquire other businesses that we believe are synergistic and will ultimately increase our revenue and net income, strengthen our ability to achieve our strategic goals, provide critical mass with existing clients, and further expand our lines of service. We typically pay a purchase price that results in the recognition of goodwill, generally representing the intangible value of a successful business with an assembled workforce specialized in our areas of interest. Acquisitions are inherently risky, and no assurance can be given that our previous or future acquisitions will be successful or will not have a material adverse effect on our financial position, results of operations, or cash flows. All acquisitions require the approval of our Board of Directors. For detailed information regarding acquisitions, see Note 4, “Acquisitions” of the “Notes to Consolidated Financial Statements”.

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 Divestitures.  We regularly review and evaluate our existing operations to determine whether our business model should change through the divestiture of certain businesses. Accordingly, from time to time, we may divest or wind-down certain non-core businesses and reallocate our resources to businesses that better align with our long-term strategic direction.

OVERVIEW OF RESULTS AND BUSINESS TRENDS

General. As the coronavirus disease 2019 ("COVID-19") spread globally, we responded quickly to ensure the health and safety of our employees, clients and the communities we support. Our high-end consulting focus and the technologies we deployed has allowed our staff to support clients and projects remotely. We remain focused on providing clients with the highest level of service and our 450 global offices are operational, supporting our programs and projects. By Leading with Science®, we are responding to the challenges of COVID-19, with the commitment of our 20,000 staff supported by technological innovation.

We entered fiscal 2020 in the best position in our history, with record backlog from our government and commercial clients supporting their critical water and environmental programs. For the first five months of fiscal 2020, we were on pace for another record year; however, the unprecedented disruption of the global economy due to the COVID-19 pandemic has impacted all businesses. Our government business, which represents approximately 60% of our revenue, has been relatively stable, while our commercial business has seen more impact. Much of our commercial business has continued due to regulatory drivers, but we have seen project delays and cancellations in the industrial sectors. Our diversified end-markets have allowed us to redeploy staff to areas of uninterrupted or increased demand, and we have made decisions to align our cost structures with certain program delays and cancellations. The actions we have taken to navigate through this worldwide pandemic, the strength of our balance sheet, and our technical leadership position us well to address the global challenges of providing clean water, environment restoration and impacts of climate change.

In the first half of fiscal 2020, our revenue increased 6.4% compared to the prior-year period. Our revenue includes $134.2 million of revenue from the acquisitions of Segue Technologies ("SEG"), eGlobalTech and WYG plc, which did not contribute to our revenue in the first half of fiscal 2019. Excluding the current-year contribution from these acquisitions and the impact of the disposal of our Canadian turn-key pipeline activities in the fourth quarter of fiscal 2019, our revenue was similar to the first half of last year.

U.S. Federal Government.  Our U.S. federal government revenue increased 10.7% in the first half of fiscal 2020 compared to the prior-year period. Excluding contributions from acquisitions, our revenue grew 2.0% in the first half of fiscal 2020 compared to the fiscal 2019 period. The increase was primarily due to activity with civilian agencies, particularly water and environmental programs. During periods of economic volatility, our U.S. federal government clients have historically been the most stable and predictable.

U.S. State and Local Government.  Our U.S. state and local government revenue decreased 11.3% in the first half of fiscal 2020 compared to the same period last year as we experienced a decrease in revenue from disaster response activities. This decline was partially offset by continued broad-based growth in our U.S. state and local government project-related infrastructure business, particularly with increased revenue from municipal water infrastructure work in the metropolitan areas of California, Texas, and Florida. Although most of our work for U.S. state and local governments relates to critical water and environmental programs, we currently would expect some of our clients to face future budgetary constraints, which could impact our business.

U.S. Commercial.  Our U.S. commercial revenue increased 1.9% in the first half of fiscal 2020 compared to the same period last year. This growth was primarily related to renewable energy and environmental remediation projects. We currently expect the adverse impact of the COVID-19 pandemic to our U.S. commercial revenue to be more significant than to our government programs and projects.

International.  Our international revenue increased 16.3% in the first half of fiscal 2020 compared to the prior-year period. Excluding contributions from acquisitions and the impact of the prior-year disposal of our Canadian turn-key pipeline activities, our revenue grew 2.2% compared to the first half of fiscal 2019. The revenue growth primarily reflects increased renewable energy activity in Canada. In light of the COVID-19 pandemic, we currently expect our total international government work to be stable; however, our international commercial activities could have a significant adverse impact if the current economic conditions are prolonged.

RESULTS OF OPERATIONS

Consolidated Results of Operations

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	Three Months Ended							Six Months Ended
	March 29, 2020		March 31, 2019		Change			March 29, 2020		March 31, 2019		Change
					$		%					$		%
	($ in thousands)
Revenue	$	734,133	$	722,621	$	11,512	1.6%	$	1,531,756	$	1,440,052	$	91,704	6.4	%
Subcontractor costs	(149,673)		(137,237)		(12,436)		(9.1)	(333,274)		(301,305)		(31,969)		(10.6)
Revenue, net of subcontractor costs (1)	584,460		585,384		(924)		(0.2)	1,198,482		1,138,747		59,735		5.2
Other costs of revenue	(487,460)		(488,913)		1,453		0.3	(991,745)		(943,592)		(48,153)		(5.1)
Gross profit	97,000		96,471		529		0.5	206,737		195,155		11,582		5.9
Selling, general and administrative expenses	(51,041)		(48,898)		(2,143)		(4.4)	(97,476)		(91,871)		(5,605)		(6.1)
Contingent consideration - fair value adjustments	1,571		(28)		1,599		5,710.7	1,571		(28)		1,599		5,710.7
Income from operations	47,530		47,545		(15)		—	110,832		103,256		7,576		7.3
Interest expense	(3,501)		(3,164)		(337)		(10.7)	(6,849)		(6,061)		(788)		(13.0)
Income before income tax (expense) benefit	44,029		44,381		(352)		(0.8)	103,983		97,195		6,788		7.0
Income tax (expense) benefit	(7,616)		11,563		(19,179)		(165.9)	(20,253)		781		(21,034)		(2,693.2)
Net income	36,413		55,944		(19,531)		(34.9)	83,730		97,976		(14,246)		(14.5)
Net income attributable to noncontrolling interests	(16)		(33)		17		51.5	(23)		(69)		46		66.7
Net income attributable to Tetra Tech	$	36,397	$	55,911	$	(19,514)	(34.9)	$	83,707	$	97,907	$	(14,200)	(14.5)
Diluted earnings per share	$	0.66	$	1.00	$	(0.34)	(34.0)%	$	1.51	$	1.74	$	(0.23)	(13.2)	%
(1)    We believe that the presentation of “Revenue, net of subcontractor costs”, which is a non-U.S. GAAP financial measure, enhances investors’ ability to analyze our business trends and performance because it substantially measures the work performed by our employees. While providing services, we routinely subcontract various services and, under certain U.S. Agency for International Development programs, issue grants. Generally, these subcontractor costs and grants are passed through to our clients and, in accordance with U.S. GAAP and industry practice, are included in our revenue when it is our contractual responsibility to procure or manage these activities. The grants are included as part of our subcontractor costs. Because subcontractor services can vary significantly from project to project and period to period, changes in revenue may not necessarily be indicative of our business trends. Accordingly, we segregate subcontractor costs from revenue to promote a better understanding of our business by evaluating revenue exclusive of costs associated with external service providers.

The following table reconciles our reported results to non-U.S. GAAP adjusted results, which exclude the RCM results, gains on non-core equipment disposals, earn-out adjustments, COVID-19 impact, and non-recurring tax benefits. The gains on non-core equipment disposals relate to the disposal of our Canadian turn-key pipeline activities that commenced in the fourth quarter of fiscal 2019. The effective tax rates applied to the adjustments to earnings per share ("EPS") to arrive at adjusted EPS averaged 23.3% and 24.0% in the first half of fiscal 2020 and 2019, respectively. We applied the relevant marginal statutory tax rate based on the nature of the adjustments and tax jurisdiction in which they occur. Both EPS and adjusted EPS were calculated using diluted weighted-average common shares outstanding for the respective periods as reflected in our consolidated statements of income.

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During the second quarter of fiscal 2020, we took actions in response to the COVID-19 pandemic to ensure the health and safety of our employees, clients, and communities. These actions included activating our Business Continuity Plan globally, which enabled 95% of our workforce to work remotely and all 450 of our global offices to remain operational supporting our programs and projects. This required incremental costs for employee relocation, expansion of our virtual private network capabilities, enhanced security, and sanitizing of our offices. In addition, we incurred severance costs to right-size select operations where projects were cancelled specifically due to COVID-19 concerns and the resulting macroeconomic conditions. These incremental costs totaled $8.2 million in the second quarter of fiscal 2020. Although the charges were recognized in the second quarter, substantially all of these costs are expected to be paid in cash in the third quarter of fiscal 2020.

	Three Months Ended							Six Months Ended
	March 29, 2020		March 31, 2019		Change			March 29, 2020		March 31, 2019		Change
					$		%					$		%
	($ in thousands)
Income from operations	$	47,530	$	47,545	$	(15)	—%	$	110,832	$	103,256	$	7,576	7.3%
RCM	1		5,938		(5,937)		NM	—		5,934		(5,934)		NM
Non-core equipment disposal	(2,184)		—		(2,184)		NM	(2,984)		—		(2,984)		NM
Earn-out adjustments	(971)		1,028		(1,999)		NM	(971)		1,028		(1,999)		NM
COVID-19	8,233		—		8,233		NM	8,233		—		8,233		NM
Adjusted income from operations (1)	$	52,609	$	54,511	$	(1,902)	(3.5)%	$	115,110	$	110,218	$	4,892	4.4%
EPS	$	0.66	$	1.00	$	(0.34)	(34.0)%	$	1.51	$	1.74	$	(0.23)	(13.2)%
Earn-out adjustments	(0.01)		0.01		(0.02)		NM	(0.01)		0.01		(0.02)		NM
RCM	—		0.08		(0.08)		NM	—		0.08		(0.08)		NM
Non-core equipment disposal	(0.03)		—		(0.03)		NM	(0.04)		—		(0.04)		NM
COVID-19	0.11		—		0.11		NM	0.11		—		0.11		NM
Non-recurring tax benefits	—		(0.39)		0.39		NM	—		(0.43)		0.43		NM
Adjusted EPS (1)	$	0.73	$	0.70	$	0.03	4.3%	$	1.57	$	1.40	$	0.17	12.1%

NM = not meaningful

⁽¹⁾ Non-GAAP financial measure

In the second quarter of fiscal 2020, revenue and revenue, net of subcontractor costs, increased $11.5 million, or 1.6%, and decreased $0.9 million, or 0.2%, respectively, compared to the same quarter last year. Excluding the contributions from the aforementioned acquisitions, our revenue decreased 8.8%, compared to the year-ago quarter. These declines were primarily due to lower disaster response activities in our GSG segment and the prior-year disposal of our Canadian turn-key pipeline activities in our CIG segment.

In the first half of fiscal 2020, revenue and revenue, net of subcontractor costs, increased $91.7 million, or 6.4%, and $59.7 million, or 5.2%, respectively, compared to the first six months of last year. Excluding the contributions from the aforementioned acquisitions, our revenue decreased 2.9% compared to the same period last year. These declines are also primarily due to lower disaster response activities and the prior-year disposal of our Canadian turn-key pipeline activities.

        Our operating income was flat in the second quarter and increased $7.6 million in the first half of fiscal 2020 compared to the prior-year periods. These results reflect the previously described incremental charges of $8.2 million in the second quarter of fiscal 2020 to address the COVID-19 pandemic. These costs were partially offset by gains related to the disposal of our Canadian turn-key pipeline activities and earn-out adjustments. Excluding these items, our adjusted operating income decreased $1.9 million in the second quarter and increased $4.9 million in the first half of fiscal 2020 compared to the same periods last year. Our GSG segment's operating income decreased $9.5 million and $4.8 million, in the second quarter and first half of fiscal 2020 compared to the same periods in fiscal 2019. These results are described below under "Government Services Group." Our CIG segment's operating income increased $0.8 million and $5.3 million in the second quarter and first six months

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of fiscal 2020, respectively, compared to the same periods last year. These results are described below under "Commercial/International Services Group."

Our net interest expense was $3.5 million and $6.8 million in the second quarter and first half of fiscal 2020 compared to $3.2 million and $6.1 million in fiscal 2019 periods, respectively. The increases reflect increased borrowings, partially offset by lower interest rates (primarily LIBOR).

The effective tax rates were 19.5% and (0.8)% for the first half of fiscal 2020 and 2019, respectively. The tax rates for fiscal 2020 and 2019 reflect the impact of the comprehensive tax legislation enacted by the U.S. government on December 22, 2017, which is commonly referred to as the Tax Cuts and Jobs Act ("TCJA"). The TCJA significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018, while also repealing the deduction for domestic production activities, limiting the deductibility of certain executive compensation, and implementing a modified territorial tax system with the introduction of the Global Intangible Low-Taxed Income tax rules. The TCJA also imposed a one-time transition tax on deemed repatriation of historical earnings of foreign subsidiaries.

U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the tax law was enacted. We finalized the analysis of our deferred tax liabilities for the TCJA's lower tax rates in the first quarter of fiscal 2019 and recorded a deferred tax benefit of $2.6 million. Additionally, valuation allowances of $22.3 million in Australia were released due to sufficient positive evidence obtained during the second quarter of fiscal 2019. The valuation allowances were primarily related to net operating loss and R&D credit carryforwards and other temporary differences. We evaluated the positive evidence against any negative evidence and determined that it is more likely than not that the deferred tax assets will be realized. The factors used to assess the likelihood of realization were the past performance of the related entities, our forecast of future taxable income, and available tax planning strategies that could be implemented to realize the deferred tax assets. Excluding the net deferred tax benefits from the TCJA and valuation allowance releases, our effective tax rate in the first half of fiscal 2019 was 24.8%.

Our EPS was $0.66 and $1.51 in the second quarter and first half of fiscal 2020, compared to $1.00 and $1.74 in last-year periods, respectively. On the same basis as our adjusted operating income and excluding non-recurring tax benefits in fiscal 2019, EPS was $0.73 and $1.57 in the second quarter and first half of fiscal 2020, compared to $0.70 and $1.40 in fiscal 2019 periods, respectively.

Segment Results of Operations

Government Services Group

	Three Months Ended							Six Months Ended
	March 29, 2020		March 31, 2019		Change			March 29, 2020		March 31, 2019		Change
					$		%					$		%
	($ in thousands)
Revenue	$	436,903	$	417,526	$	19,377	4.6%	$	894,307	$	829,497	$	64,810	7.8%
Subcontractor costs	(115,861)		(101,485)		(14,376)		(14.2)	(243,559)		(210,175)		(33,384)		(15.9)
Revenue, net of subcontractor costs	$	321,042	$	316,041	$	5,001	1.6	$	650,748	$	619,322	$	31,426	5.1
Income from operations	$	35,347	$	44,803	$	(9,456)	(21.1)%	$	77,395	$	82,217	$	(4,822)	(5.9)%

Revenue and revenue, net of subcontractor costs, increased $19.4 million, or 4.6%, and $5.0 million, or 1.6%, respectively, in the second quarter of fiscal 2020 compared to the year-ago quarter. For the first half of fiscal 2020, revenue and revenue, net of subcontractor costs, increased $64.8 million, or 7.8%, and $31.4 million, or 5.1%, respectively, compared to the prior-year period. These increases include contributions from the aforementioned acquisitions. Excluding these contributions, revenue decreased 4.2% in the second quarter of fiscal 2020 and was flat in the first half of fiscal 2020 compared to the same periods in fiscal 2019. This reflects a revenue decline from disaster response projects, substantially offset by continued broad-based growth in our U.S. government water and environmental programs.

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Operating income decreased $9.5 million in the second quarter and $4.8 million in the first half of fiscal 2020 compared to the same periods last year, primarily reflecting the lower disaster response revenue. Also, we incurred $1.6 million of incremental costs for actions to respond to the COVID-19 pandemic in the second quarter of fiscal 2020. Our operating margin, based on revenue, net of subcontractor costs, was 11.9% in the first half of fiscal 2020. Excluding the COVID-19 charges, our operating margin was 12.1% in the first half of fiscal 2020 compared to 13.3% in the first half of last year.

Commercial/International Services Group

	Three Months Ended							Six Months Ended
	March 29, 2020		March 31, 2019		Change			March 29, 2020		March 31, 2019		Change
					$		%					$		%
	($ in thousands)
Revenue	$	308,412	$	322,458	$	(14,046)	(4.4)%	$	659,576	$	640,252	$	19,324	3.0	%
Subcontractor costs	(44,929)		(48,374)		3,445		7.1	(111,814)		(116,662)		4,848		4.2
Revenue, net of subcontractor costs	$	263,483	$	274,084	$	(10,601)	(3.9)	$	547,762	$	523,590	$	24,172	4.6
Income from operations	$	21,676	$	20,869	$	807	3.9%	$	53,309	$	47,968	$	5,341	11.1	%

Revenue and revenue, net of subcontractor costs, decreased $14.0 million, or 4.4%, and $10.6 million, or 3.9%, respectively, in the second quarter of fiscal 2020 compared to the year-ago quarter. For the first half of fiscal 2020, revenue and revenue, net of subcontractor costs, increased $19.3 million, or 3.0%, and $24.2 million, or 4.6%, respectively, compared to the year-ago period. These amounts include contributions from the aforementioned acquisitions. Excluding these contributions, revenue decreased 16.1% and 7.9% in the second quarter and first half of fiscal 2020, respectively, compared to the same periods last year. The declines primarily reflect the disposal of our Canadian turn-key pipeline activities.

Operating income in the second quarter and first half of fiscal 2020 includes gains of $2.2 million and $3.0 million, respectively, from the disposition of non-core equipment related to the Canadian pipeline activities. In addition, we incurred $6.6 million of incremental costs for actions to respond to the COVID-19 pandemic in the second quarter of fiscal 2020. Excluding the disposition gains and the COVID-19 charges, operating income increased $5.3 million and $9.0 million in the second quarter and first six months of fiscal 2020, respectively, compared to the same periods in fiscal 2019. Our operating margin, based on revenue, net of subcontractor costs, was 9.7% in the first half of fiscal 2020. Excluding the disposition gains and the COVID-19 charges, our operating margin improved to 10.4% in the first half of fiscal 2020 from 9.2% in the first half of last year. Operating income in the second quarter of fiscal 2019 included a loss of $3.6 million for the settlement of a claim related to a project that was completed in fiscal 2017. Excluding this charge from a prior-year project, our operating margin in the first half of fiscal 2019 was 9.8%.

Remediation and Construction Management

	Three Months Ended						Six Months Ended
	March 29, 2020		March 31, 2019		Change		March 29, 2020		March 31, 2019		Change
	($ in thousands)
Revenue	$	5	$	(4,645)	$	4,650	$	150	$	(3,192)	$	3,342
Subcontractor costs	(70)		(96)		26		(178)		(973)		795
Revenue, net of subcontractor costs	$	(65)	$	(4,741)	$	4,676	$	(28)	$	(4,165)	$	4,137
Income (loss) from operations	$	(1)	$	(5,938)	$	5,937	$	1	$	(5,934)	$	5,935

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RCM's projects were substantially complete at the end of fiscal 2019. The revenue of $(4.6) million and $(3.2) million in the second quarter and first half of fiscal 2019, respectively, reflects reductions of revenue and related operating losses based on updated evaluations of unsettled claim amounts for two construction projects that were completed last year.

Backlog

The following table provides a reconciliation between remaining unsatisfied performance obligations ("RUPOs") and backlog:

	Balance at
	March 29, 2020		September 29, 2019
	(in thousands)
RUPOs	$	2,972,097	$	3,081,471
Items impacting comparability:
Contract term	17,001		10,386
Backlog	$	2,989,098	$	3,091,857

Backlog generally represents the dollar amount of revenues we expect to realize in the future when we perform the work. The difference between RUPOs and backlog relates to contract terms. Specifically, our backlog does not consider the impact of termination for convenience clauses within the contracts. The contract term and thus remaining performance obligation on certain of our operations and maintenance contracts, are limited to the notice period required for contract termination (usually 30, 60, or 90 days).

Financial Condition, Liquidity and Capital Resources

Capital Requirements.  As of March 29, 2020, we had $135 million of cash and cash equivalents and access to an additional $639 million of borrowings available under its credit facility. During the second quarter, the Company generated $101 million of cash from operations. To date, we have not experienced any significant deterioration in our financial condition or liquidity due to the COVID-19 pandemic and our credit facilities remain available.

Our primary sources of liquidity are cash flows from operations and borrowings under our credit facilities. Our primary uses of cash are to fund working capital, capital expenditures, stock repurchases, cash dividends and repayment of debt, as well as to fund acquisitions and earn-out obligations from prior acquisitions. We believe that our existing cash and cash equivalents, operating cash flows and borrowing capacity under our credit agreement, as described below, will be sufficient to meet our capital requirements for at least the next 12 months including any additional resources needed to address the COVID-19 pandemic.

We use a variety of tax planning and financing strategies to manage our worldwide cash and deploy funds to locations where they are needed. We have no need or plans to repatriate foreign earnings at this time.

On November 5, 2018, the Board of Directors authorized a stock repurchase program ("2019 Program") under which we could repurchase up to $200 million of our common stock. This was in addition to the $25 million remaining as of fiscal 2018 year-end under the previous stock repurchase program ("2018 Program"). On January 27, 2020, the Board of Directors authorized a new $200 million stock repurchase program ("2020 Program"). In fiscal 2019, we expended $100 million to repurchase our stock under these programs. In the first half of fiscal 2020, we paid an additional $81.7 million for share repurchases. As a result, we had a remaining balance of $243.3 million available under the 2019 and 2020 programs.

On November 11, 2019, the Board of Directors declared a quarterly cash dividend of $0.15 per share payable on December 13, 2019 to stockholders of record as of the close of business on December 2, 2019. On January 27, 2020, the Board of Directors declared a quarterly cash dividend of $0.15 per share payable on February 28, 2020 to stockholders of record as of the close of business on February 12, 2020.

Subsequent Event.  On April 27, 2020, the Board of Directors declared a quarterly cash dividend of $0.17 per share payable on May 29, 2020 to stockholders of record as of the close of business on May 13, 2020.

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Cash Equivalents and Restricted Cash.  As of March 29, 2020, cash equivalents and restricted cash were $135.1 million, an increase of $14.2 million compared to the fiscal 2019 year-end. The increase was due to net cash provided by operating activities, primarily due to shorter collection periods for accounts receivable and settlements of claims, and increased net borrowings of long-term debt, partially offset by stock repurchases, dividends, contingent earn-out payments, and SEG acquisition.

Operating Activities.  For the first half of fiscal 2020, net cash provided by operating activities was $83.2 million, a decrease of $16.0 million compared to the same period last year. The decrease primarily resulted from the timing on payments to our vendors and employees.

Investing Activities.  For the first half of fiscal 2020, net cash used in investing activities was $27.3 million, an increase of $23.9 million compared to the year-ago period, due to SEG acquisition in the second quarter of fiscal 2020.

Financing Activities.  For the first half of fiscal 2020, net cash used in financing activities was $39.3 million, a decrease of $71.4 million compared to fiscal 2019 period. The change was due to higher net borrowings of long-term debt, partially offset by increased stock repurchases compared to the prior-year period.

Debt Financing. On July 30, 2018, we entered into a Second Amended and Restated Credit Agreement (“Amended Credit Agreement”) with a total borrowing capacity of $1 billion that will mature in July 2023. The Amended Credit Agreement is a $700 million senior secured, five-year facility that provides for a $250 million term loan facility (the “Amended Term Loan Facility”), a $450 million revolving credit facility (the “Amended Revolving Credit Facility”), and a $300 million accordion feature that allows us to increase the Amended Credit Agreement to $1 billion subject to lender approval. The Amended Credit Agreement allows us to, among other things, (i) refinance indebtedness under our Credit Agreement dated as of May 7, 2013; (ii) finance certain permitted open market repurchases of our common stock, permitted acquisitions, and cash dividends and distributions; and (iii) utilize the proceeds for working capital, capital expenditures and other general corporate purposes. The Amended Revolving Credit Facility includes a $100 million sublimit for the issuance of standby letters of credit, a $20 million sublimit for swingline loans, and a $200 million sublimit for multicurrency borrowings and letters of credit.

The entire Amended Term Loan Facility was drawn on July 30, 2018. The Amended Term Loan Facility is subject to quarterly amortization of principal at 5% annually beginning December 31, 2018. We may borrow on the Amended Revolving Credit Facility, at our option, at either (a) a Eurocurrency rate plus a margin that ranges from 1.00% to 1.75% per annum, or (b) a base rate for loans in U.S. dollars (the highest of the U.S. federal funds rate plus 0.50% per annum, the bank’s prime rate or the Eurocurrency rate plus 1.00%) plus a margin that ranges from 0% to 0.75% per annum. In each case, the applicable margin is based on our Consolidated Leverage Ratio, calculated quarterly. The Amended Term Loan Facility is subject to the same interest rate provisions. The Amended Credit Agreement expires on July 30, 2023, or earlier at our discretion upon payment in full of loans and other obligations.

As of March 29, 2020, we had $345.5 million in outstanding borrowings under the Amended Credit Agreement, which was comprised of $234.4 million under the Term Loan Facility and $111.1 million outstanding under the Amended Revolving Credit Facility at a year-to-date weighted-average interest rate of 2.91% per annum. In addition, we had $0.7 million in standby letters of credit under the Amended Credit Agreement. Our average effective weighted-average interest rate on borrowings outstanding during the six months ended March 29, 2020 under the Amended Credit Agreement, including the effects of interest rate swap agreements described in Note 14, “Derivative Financial Instruments” of the “Notes to Consolidated Financial Statements”, was 3.63%. At March 29, 2020, we had $338.5 million of available credit under the Amended Revolving Credit Facility, all of which could be borrowed without a violation of our debt covenants.

        The Amended Credit Agreement contains certain affirmative and restrictive covenants, and customary events of default. The financial covenants provide for a maximum Consolidated Leverage Ratio of 3.00 to 1.00 (total funded debt/EBITDA, as defined in the Amended Credit Agreement) and a minimum Consolidated Interest Coverage Ratio of 3.00 to 1.00 (EBITDA/Consolidated Interest Charges, as defined in the Amended Credit Agreement). Our obligations under the Amended Credit Agreement are guaranteed by certain of our domestic subsidiaries and are secured by first priority liens on (i) the equity interests of certain of our subsidiaries, including those subsidiaries that are guarantors or borrowers under the Amended Credit Agreement, and (ii) the accounts receivable, general intangibles and intercompany loans, and those of our subsidiaries that are guarantors or borrowers.

At March 29, 2020, we were in compliance with these covenants with a consolidated leverage ratio of 1.57x and a consolidated interest coverage ratio of 16.11x. Our obligations under the Amended Credit Agreement are guaranteed by certain of our subsidiaries and are secured by first priority liens on (i) the equity interests of certain of our subsidiaries, including those

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subsidiaries that are guarantors or borrowers under the Amended Credit Agreement, and (ii) our accounts receivable, general intangibles and intercompany loans, and those of our subsidiaries that are guarantors or borrowers.

In addition to the credit facility, we entered into agreements to issue standby letters of credit. The aggregate amount of standby letters of credit outstanding under these additional agreements and other bank guarantees was $43.1 million, of which $12.0 million was issued in currencies other than the U.S. dollar.

We maintain at our Australian subsidiary an AUD$30 million credit facility, which may be used for bank overdrafts, short-term cash advances and bank guarantees. This facility expires in March 2021 and is secured by a parent guarantee. At March 29, 2020, there were no borrowings outstanding under this facility and bank guarantees outstanding of USD$6.8 million, which were issued in currencies other than the U.S. dollar.

We maintain at our United Kingdom subsidiary a GBP£35 million credit facility, which may be used for bank overdrafts, short-term cash advances and bank guarantees. This facility expires in July 2020 and is secured by a parent guarantee. At March 29, 2020, there was USD$2.7 million borrowings outstanding under this facility and bank guarantees outstanding of USD$17.5 million, which were issued in currencies other than the U.S. dollar.

Inflation.  We believe our operations have not been, and, in the foreseeable future, are not expected to be, materially adversely affected by inflation or changing prices due to the average duration of our projects and our ability to negotiate prices as contracts end and new contracts begin.

Dividends.  Our Board of Directors has authorized the following dividends in fiscal 2020:

	Dividend  Per Share		Record Date	Total Maximum Payment (in thousands)		Payment Date
November 11, 2019	$	0.15	December 2, 2019	$	8,190	December 13, 2019
January 27, 2020	$	0.15	February 12, 2020	$	8,224	February 28, 2020
April 27, 2020	$	0.17	May 13, 2020	N/A		May 27, 2020

Income Taxes

We evaluate the realizability of our deferred tax assets by assessing the valuation allowance and adjust the allowance, if necessary. The factors used to assess the likelihood of realization are our forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. The ability or failure to achieve the forecasted taxable income in the applicable taxing jurisdictions could affect the ultimate realization of deferred tax assets. Based on future operating results in certain jurisdictions, it is possible that the current valuation allowance positions of those jurisdictions could be adjusted in the next 12 months.

As of March 29, 2020 and September 29, 2019, the liability for income taxes associated with uncertain tax positions was $9.8 million and $9.2 million, respectively. 

It is reasonably possible that the amount of the unrecognized benefit with respect to certain of our unrecognized tax positions may significantly decrease within the next 12 months. These changes would be the result of ongoing examinations.

Off-Balance Sheet Arrangements

In the ordinary course of business, we may use off-balance sheet arrangements if we believe that such arrangements would be an efficient way to lower our cost of capital or help us manage the overall risks of our business operations. We do not believe that such arrangements have had a material adverse effect on our financial position or our results of operations.

The following is a summary of our off-balance sheet arrangements:

•Letters of credit and bank guarantees are used primarily to support project performance and insurance programs. We are required to reimburse the issuers of letters of credit and bank guarantees for any payments they make under the outstanding letters of credit or bank guarantees. Our Amended Credit Agreement and additional letter of credit facilities cover the issuance of our standby letters of credit and bank guarantees and are critical for our normal operations. If we default on the Amended Credit Agreement or additional credit facilities, our inability

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to issue or renew standby letters of credit and bank guarantees would impair our ability to maintain normal operations. At March 29, 2020, we had $0.7 million in standby letters of credit outstanding under our Amended Credit Agreement, $43.1 million in standby letters of credit outstanding under our additional letter of credit facilities, $6.8 million of bank guarantees under our Australian facility, and $17.5 million under our United Kingdom facility.

•From time to time, we provide guarantees and indemnifications related to our services. If our services under a guaranteed or indemnified project are later determined to have resulted in a material defect or other material deficiency, then we may be responsible for monetary damages or other legal remedies. When sufficient information about claims on guaranteed or indemnified projects is available and monetary damages or other costs or losses are determined to be probable, we recognize such guaranteed losses.

•In the ordinary course of business, we enter into various agreements as part of certain unconsolidated subsidiaries, joint ventures, and other jointly executed contracts where we are jointly and severally liable. We enter into these agreements primarily to support the project execution commitments of these entities. The potential payment amount of an outstanding performance guarantee is typically the remaining cost of work to be performed by or on behalf of third parties under engineering and construction contracts. However, we are not able to estimate other amounts that may be required to be paid in excess of estimated costs to complete contracts and, accordingly, the total potential payment amount under our outstanding performance guarantees cannot be estimated. For cost-plus contracts, amounts that may become payable pursuant to guarantee provisions are normally recoverable from the client for work performed under the contract. For lump sum or fixed-price contracts, this amount is the cost to complete the contracted work less amounts remaining to be billed to the client under the contract. Remaining billable amounts could be greater or less than the cost to complete. In those cases where costs exceed the remaining amounts payable under the contract, we may have recourse to third parties, such as owners, co-venturers, subcontractors or vendors, for claims.

•In the ordinary course of business, our clients may request that we obtain surety bonds in connection with contract performance obligations that are not required to be recorded in our consolidated balance sheets. We are obligated to reimburse the issuer of our surety bonds for any payments made thereunder. Each of our commitments under performance bonds generally ends concurrently with the expiration of our related contractual obligation.

Critical Accounting Policies

Our critical accounting policies are disclosed in our Annual Report on Form 10-K for the fiscal year ended September 29, 2019. On September 30, 2019, we adopted Accounting Standards Update 2016-02, "Leases (Topic 842)" and implemented related changes to our lease accounting policies. To date, there have been no other material changes in our critical accounting policies as reported in our 2019 Annual Report on Form 10-K.

New Accounting Pronouncements

For information regarding recent accounting pronouncements, see “Notes to Consolidated Financial Statements” included in Part I, Item 1 of this Quarterly Report.

Financial Market Risks

        We do not enter into derivative financial instruments for trading or speculation purposes. In the normal course of business, we have exposure to both interest rate risk and foreign currency transaction and translation risk, primarily related to the Canadian and Australian dollar, and British Pound.

We are exposed to interest rate risk under our Amended Credit Agreement. We can borrow, at our option, under both the Amended Term Loan Facility and Amended Revolving Credit Facility. We may borrow on the Amended Revolving Credit Facility, at our option, at either (a) a Eurocurrency rate plus a margin that ranges from 1.00% to 1.75% per annum, or (b) a base rate for loans in U.S. dollars (the highest of the U.S. federal funds rate plus 0.50% per annum, the bank’s prime rate or the Eurocurrency rate plus 1.00%) plus a margin that ranges from 0% to 0.75% per annum. Borrowings at the base rate have no designated term and may be repaid without penalty any time prior to the Facility’s maturity date. Borrowings at a Eurodollar rate have a term no less than 30 days and no greater than 180 days and may be prepaid without penalty. Typically, at the end of such term, such borrowings may be rolled over at our discretion into either a borrowing at the base rate or a borrowing at a Eurodollar rate with similar terms, not to exceed the maturity date of the Facility. The Facility matures on July 30, 2023. At

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March 29, 2020, we had borrowings outstanding under the Credit Agreement of $345.5 million at a year-to-date weighted-average interest rate of 2.91% per annum.

In August 2018, we entered into five interest rate swap agreements with five banks to fix the variable interest rate on $250 million of our Amended Term Loan Facility. The objective of these interest rate swaps was to eliminate the variability of our cash flows on the amount of interest expense we pay under our Credit Agreement. As of March 29, 2020, the notional principal of our outstanding interest swap agreements was $234.4 million ($46.9 million each.) Our year-to-date average effective interest rate on borrowings outstanding under the Credit Agreement, including the effects of interest rate swap agreements, at March 29, 2020, was 3.63%. For more information, see Note 14, “Derivative Financial Instruments” of the “Notes to Consolidated Financial Statements”.

Most of our transactions are in U.S. dollars; however, some of our subsidiaries conduct business in foreign currencies, primarily the Canadian and Australian dollar, and British Pound. Therefore, we are subject to currency exposure and volatility because of currency fluctuations. We attempt to minimize our exposure to these fluctuations by matching revenue and expenses in the same currency for our contracts. Foreign currency gains and losses were immaterial for both first half of fiscal 2020 and 2019. Foreign currency gains and losses are reported as part of “Selling, general and administrative expenses” in our consolidated statements of income.

We have foreign currency exchange rate exposure in our results of operations and equity primarily because of the currency translation related to our foreign subsidiaries where the local currency is the functional currency. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currency denominated transactions will result in reduced revenue, operating expenses, assets and liabilities. Similarly, our revenue, operating expenses, assets and liabilities will increase if the U.S. dollar weakens against foreign currencies. For the first half of fiscal 2020 and 2019, 30.9% and 28.3% of our consolidated revenue, respectively, was generated by our international business. For the six-month periods ended March 29, 2020 and March 31, 2019, the effect of foreign exchange rate translation on the consolidated balance sheets was a decrease in equity of $33.1 million and $14.1 million, respectively. These amounts were recognized as adjustments to equity through other comprehensive income.

Item 3.           Quantitative and Qualitative Disclosures about Market Risk

Please refer to the information we have included under the heading “Financial Market Risks” in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, which is incorporated herein by reference.

Item 4.           Controls and Procedures

Evaluation of disclosure controls and procedures and changes in internal control over financial reporting.  As of March 29, 2020, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), were effective.

Changes in internal control over financial reporting.  On September 30, 2019, we adopted Accounting Standards Update 2016-02, "Leases (Topic 842)". In connection with the adoption, we implemented certain changes in our processes, systems, and controls. There were no other changes in our internal control over financial reporting that occurred during the quarter ended March 29, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.               OTHER INFORMATION

Item 1.           Legal Proceedings

We are subject to certain claims and lawsuits typically filed against the consulting and engineering profession, alleging primarily professional errors or omissions. We carry professional liability insurance, subject to certain deductibles and policy limits, against such claims. However, in some actions, parties are seeking damages that exceed our insurance coverage or for which we are not insured. While management does not believe that the resolution of these claims will have a material adverse

36

effect, individually or in aggregate, on our financial position, results of operations or cash flows, management acknowledges the uncertainty surrounding the ultimate resolution of these matters.

On July 15, 2019, following an initial January 14, 2019 filing, the Civil Division of the United States Attorney's Office filed an amended complaint in intervention in three qui tam actions filed against our subsidiary, Tetra Tech EC, Inc. ("TtEC"), in the U.S. District Court for the Northern District of California. The complaint alleges False Claims Act violations and breach of contract related to TtEC's contracts to perform environmental remediation services at the former Hunters Point Naval Shipyard in San Francisco, California. TtEC disputes the claims and will defend this matter vigorously. We are currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any.

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Item 1A.                Risk Factors

We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially adversely affect our operations. Set forth below and elsewhere in this report and in other documents we file with the United States Securities and Exchange Commission ("SEC") are descriptions of the risks and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this report. Additional risks we do not yet know of or that we currently think are immaterial may also affect our business operations. If any of the events or circumstances described in the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected.

Our results of operations could be adversely affected by the coronavirus disease 2019 ("COVID-19") pandemic.

The global spread of the COVID-19 pandemic has created significant volatility, uncertainty and economic disruption. The extent to which the COVID-19 pandemic impacts our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact of the pandemic on economic activity and actions taken in response; the effect on our clients’ demand for our services; our ability to provide our services, including as a result of travel restrictions and people working from home; the ability of our clients to pay for our services; and any closures of our and our clients’ offices and facilities. Clients may also slow down decision-making, delay planned work or seek to terminate existing agreements. Any of these events could adversely affect our business, financial condition and results of operations.

Continuing worldwide political and economic uncertainties may adversely affect our revenue and profitability.

The last several years have been periodically marked by political and economic concerns, including decreased consumer confidence, the lingering effects of international conflicts, energy costs and inflation. Although certain indices and economic data have shown signs of stabilization in the United States and certain global markets, there can be no assurance that these improvements will be broad-based or sustainable. This instability can make it extremely difficult for our clients, our vendors and us to accurately forecast and plan future business activities, and could cause constrained spending on our services, delays and a lengthening of our business development efforts, the demand for more favorable pricing or other terms, and/or difficulty in collection of our accounts receivable. Our government clients may face budget deficits that prohibit them from funding proposed and existing projects. Further, ongoing economic instability in the global markets could limit our ability to access the capital markets at a time when we would like, or need, to raise capital, which could have an impact on our ability to react to changing business conditions or new opportunities. If economic conditions remain uncertain or weaken, or government spending is reduced, our revenue and profitability could be adversely affected.

Changes in applicable tax regulations could negatively affect our financial results.

We are subject to taxation in the United States and numerous foreign jurisdictions. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act ("TCJA"). The changes to U.S. tax law implemented by the TCJA are broad and complex. The final impacts of the TCJA may differ from the estimates provided elsewhere in this report, possibly materially, due to, among other things, changes in interpretations of the TCJA, any legislative action to address questions that arise because of the TCJA, any changes in accounting standards for income taxes or related interpretations in response to the TCJA, or any updates or changes in estimates we have utilized to calculate the impacts, including impacts from changes to current year earnings estimates and foreign exchange rates.

Demand for our services is cyclical and vulnerable to economic downturns. If economic growth slows, government fiscal conditions worsen, or client spending declines further, then our revenue, profits and financial condition may deteriorate.

Demand for our services is cyclical, and vulnerable to economic downturns and reductions in government and private industry spending. Such downturns or reductions may result in clients delaying, curtailing or canceling proposed and existing projects. Our business traditionally lags the overall recovery in the economy; therefore, our business may not recover immediately when the economy improves. If economic growth slows, government fiscal conditions worsen, or client spending declines, then our revenue, profits and overall financial condition may deteriorate. Our government clients may face budget deficits that prohibit them from funding new or existing projects. In addition, our existing and potential clients may either postpone entering into new contracts or request price concessions. Difficult financing and economic conditions may cause some of our clients to demand better pricing terms or delay payments for services we perform, thereby increasing the average number of days our receivables are outstanding, and the potential of increased credit losses of uncollectible invoices. Further, these conditions may result in the inability of some of our clients to pay us for services that we have already performed. If we are not

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able to reduce our costs quickly enough to respond to the revenue decline from these clients, our operating results may be adversely affected. Accordingly, these factors affect our ability to forecast our future revenue and earnings from business areas that may be adversely impacted by market conditions.

Our international operations expose us to legal, political, and economic risks in different countries as well as currency exchange rate fluctuations that could harm our business and financial results.

In the second quarter of fiscal 2020, we generated 30.9% of our revenue from our international operations, primarily in Canada, Australia, the United Kingdom and from international clients for work that is performed by our domestic operations. International business is subject to a variety of risks, including:

•imposition of governmental controls and changes in laws, regulations, or policies;

•lack of developed legal systems to enforce contractual rights;

•greater risk of uncollectible accounts and longer collection cycles;

•currency exchange rate fluctuations, devaluations, and other conversion restrictions;

•uncertain and changing tax rules, regulations, and rates;

•the potential for civil unrest, acts of terrorism, force majeure, war or other armed conflict, and greater physical security risks, which may cause us to have to leave a country quickly;

•logistical and communication challenges;

•changes in regulatory practices, including tariffs and taxes;

•changes in labor conditions;

•general economic, political, and financial conditions in foreign markets; and

•exposure to civil or criminal liability under the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act, the Canadian Corruption of Foreign Public Officials Act, the Brazilian Clean Companies Act, the anti-boycott rules, trade and export control regulations, as well as other international regulations.

For example, an ongoing government investigation into political corruption in Quebec contributed to the slow-down in procurement and business activity in that province, which adversely affected our business. The Province of Quebec has adopted legislation that requires businesses and individuals seeking contracts with governmental bodies be certified by a Quebec regulatory authority for contracts over a specified size. Our failure to maintain certification could adversely affect our business.

International risks and violations of international regulations may significantly reduce our revenue and profits, and subject us to criminal or civil enforcement actions, including fines, suspensions, or disqualification from future U.S. federal procurement contracting. Although we have policies and procedures to monitor legal and regulatory compliance, our employees, subcontractors, and agents could take actions that violate these requirements. As a result, our international risk exposure may be more or less than the percentage of revenue attributed to our international operations.

The United Kingdom's proposed withdrawal from the European Union could have an adverse effect on our business and financial results.

        In March 2017, the United Kingdom government initiated a process to withdraw from the European Union ("Brexit") and began negotiating the terms of the separation. Brexit has created substantial economic and political uncertainty and volatility in currency exchange rates, and the terms of the United Kingdom's withdrawal from the European Union remain uncertain. The uncertainty created by Brexit may cause our customers to closely monitor their costs and reduce demand for our services and may ultimately result in new regulatory and cost challenges for our United Kingdom and global operations. Any of these events could adversely affect our United Kingdom, European and overall business and financial results.

We derive a substantial amount of our revenue from U.S. federal, state and local government agencies, and any disruption in government funding or in our relationship with those agencies could adversely affect our business.

In the second quarter of fiscal 2020, we generated 47.0% of our revenue from contracts with U.S. federal, and state and local government agencies. A significant amount of this revenue is derived under multi-year contracts, many of which are appropriated on an annual basis. As a result, at the beginning of a project, the related contract may be only partially funded, and additional funding is normally committed only as appropriations are made in each subsequent year. These appropriations, and the timing of payment of appropriated amounts, may be influenced by numerous factors as noted below. Our backlog includes only the projects that have funding appropriated.

The demand for our U.S. government-related services is generally driven by the level of government program funding. Accordingly, the success and further development of our business depends, in large part, upon the continued funding of these

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U.S. government programs, and upon our ability to obtain contracts and perform well under these programs. Under the Budget Control Act of 2011, an automatic sequestration process, or across-the-board budget cuts (a large portion of which was defense-related), was triggered. The sequestration began on March 1, 2013. Although the Bipartisan Budget Act of 2013 provided some sequester relief through the end of fiscal year 2015, the sequestration requires reduced U.S. federal government spending through fiscal year 2021. A significant reduction in federal government spending, the absence of a bipartisan agreement on the federal government budget, a partial or full federal government shutdown, or a change in budgetary priorities could reduce demand for our services, cancel or delay federal projects, result in the closure of federal facilities and significant personnel reductions, and have a material and adverse impact on our business, financial condition, results of operations and cash flows.

There are several additional factors that could materially affect our U.S. government contracting business, which could cause U.S. government agencies to delay or cancel programs, to reduce their orders under existing contracts, to exercise their rights to terminate contracts or not to exercise contract options for renewals or extensions. Such factors, which include the following, could have a material adverse effect on our revenue or the timing of contract payments from U.S. government agencies:

•the failure of the U.S. government to complete its budget and appropriations process before its fiscal year-end, which would result in the funding of government operations by means of a continuing resolution that authorizes agencies to continue to operate but does not authorize new spending initiatives. As a result, U.S. government agencies may delay the procurement of services;

•changes in and delays or cancellations of government programs, requirements or appropriations;

•budget constraints or policy changes resulting in delay or curtailment of expenditures related to the services we provide;

•re-competes of government contracts;

•the timing and amount of tax revenue received by federal, and state and local governments, and the overall level of government expenditures;

•curtailment in the use of government contracting firms;

•delays associated with insufficient numbers of government staff to oversee contracts;

•the increasing preference by government agencies for contracting with small and disadvantaged businesses;

•competing political priorities and changes in the political climate regarding the funding or operation of the services we provide;

•the adoption of new laws or regulations affecting our contracting relationships with the federal, state or local governments;

•unsatisfactory performance on government contracts by us or one of our subcontractors, negative government audits or other events that may impair our relationship with federal, state or local governments;

•a dispute with or improper activity by any of our subcontractors; and

•general economic or political conditions.

Our inability to win or renew U.S. government contracts during regulated procurement processes could harm our operations and significantly reduce or eliminate our profits.

U.S. government contracts are awarded through a regulated procurement process. The U.S. federal government has increasingly relied upon multi-year contracts with pre-established terms and conditions, such as indefinite delivery/indefinite quantity (“IDIQ”) contracts, which generally require those contractors who have previously been awarded the IDIQ to engage in an additional competitive bidding process before a task order is issued. As a result, new work awards tend to be smaller and of shorter duration, since the orders represent individual tasks rather than large, programmatic assignments. In addition, we believe that there has been an increase in the award of federal contracts based on a low-price, technically acceptable criteria emphasizing price over qualitative factors, such as past performance. As a result, pricing pressure may reduce our profit margins on future federal contracts. The increased competition and pricing pressure, in turn, may require us to make sustained efforts to reduce costs in order to realize revenue, and profits under government contracts. If we are not successful in reducing the amount of costs we incur, our profitability on government contracts will be negatively impacted. In addition, the U.S. federal government has scaled back outsourcing of services in favor of “insourcing” jobs to its employees, which could reduce our revenue. Moreover, even if we are qualified to work on a government contract, we may not be awarded the contract because of existing government policies designed to protect small businesses and under-represented minority contractors. Our inability to win or renew government contracts during regulated procurement processes could harm our operations and significantly reduce or eliminate our profits.

Each year, client funding for some of our U.S. government contracts may rely on government appropriations or public-supported financing. If adequate public funding is delayed or is not available, then our profits and revenue could decline.

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Each year, client funding for some of our U.S. government contracts may directly or indirectly rely on government appropriations or public-supported financing. Legislatures may appropriate funds for a given project on a year-by-year basis, even though the project may take more than one year to perform. In addition, public-supported financing such as U.S. state and local municipal bonds may be only partially raised to support existing projects. Similarly, an economic downturn may make it more difficult for U.S. state and local governments to fund projects. In addition to the state of the economy and competing political priorities, public funds and the timing of payment of these funds may be influenced by, among other things, curtailments in the use of government contracting firms, increases in raw material costs, delays associated with insufficient numbers of government staff to oversee contracts, budget constraints, the timing and amount of tax receipts, and the overall level of government expenditures. If adequate public funding is not available or is delayed, then our profits and revenue could decline.

Our U.S. federal government contracts may give government agencies the right to modify, delay, curtail, renegotiate, or terminate existing contracts at their convenience at any time prior to their completion, which may result in a decline in our profits and revenue.

U.S. federal government projects in which we participate as a contractor or subcontractor may extend for several years. Generally, government contracts include the right to modify, delay, curtail, renegotiate, or terminate contracts and subcontracts at the government’s convenience any time prior to their completion. Any decision by a U.S. federal government client to modify, delay, curtail, renegotiate, or terminate our contracts at their convenience may result in a decline in our profits and revenue.

As a U.S. government contractor, we must comply with various procurement laws and regulations and are subject to regular government audits; a violation of any of these laws and regulations or the failure to pass a government audit could result in sanctions, contract termination, forfeiture of profit, harm to our reputation or loss of our status as an eligible government contractor and could reduce our profits and revenue.

We must comply with and are affected by U.S. federal, state, local, and foreign laws and regulations relating to the formation, administration and performance of government contracts. For example, we must comply with Federal Acquisition Regulation ("FAR"), the Truth in Negotiations Act, Cost Accounting Standards ("CAS"), the American Recovery and Reinvestment Act of 2009, the Services Contract Act, and the U.S. Department of Defense security regulations, as well as many other rules and regulations. In addition, we must comply with other government regulations related to employment practices, environmental protection, health and safety, tax, accounting, and anti-fraud measures, as well as many other regulations in order to maintain our government contractor status. These laws and regulations affect how we do business with our clients and, in some instances, impose additional costs on our business operations. Although we take precautions to prevent and deter fraud, misconduct, and non-compliance, we face the risk that our employees or outside partners may engage in misconduct, fraud, or other improper activities. U.S. government agencies, such as the Defense Contract Audit Agency ("DCAA"), routinely audit and investigate government contractors. These government agencies review and audit a government contractor’s performance under its contracts and cost structure, and evaluate compliance with applicable laws, regulations, and standards. In addition, during the course of its audits, the DCAA may question our incurred project costs. If the DCAA believes we have accounted for such costs in a manner inconsistent with the requirements for FAR or CAS, the DCAA auditor may recommend to our U.S. government corporate administrative contracting officer that such costs be disallowed. Historically, we have not experienced significant disallowed costs as a result of government audits. However, we can provide no assurance that the DCAA or other government audits will not result in material disallowances for incurred costs in the future. In addition, U.S. government contracts are subject to various other requirements relating to the formation, administration, performance, and accounting for these contracts. We may also be subject to qui tam litigation brought by private individuals on behalf of the U.S. government under the Federal Civil False Claims Act, which could include claims for treble damages. For example, as discussed elsewhere in this report, on January 14, 2019, the Civil Division of the United States Attorney's Office filed complaints in intervention in three qui tam actions filed against our subsidiary, Tetra Tech EC, Inc. ("TtEC"), in the U.S. District Court for the Northern District of California. The complaints allege False Claims Act violations and breach of contract related to TtEC's contracts to perform environmental remediation services at the former Hunters Point Naval Shipyard in San Francisco, California. TtEC disputes the claims and will defend this matter vigorously. U.S. government contract violations could result in the imposition of civil and criminal penalties or sanctions, contract termination, forfeiture of profit, and/or suspension of payment, any of which could make us lose our status as an eligible government contractor. We could also suffer serious harm to our reputation. Any interruption or termination of our U.S. government contractor status could reduce our profits and revenue significantly.

If we extend a significant portion of our credit to clients in a specific geographic area or industry, we may experience disproportionately high levels of collection risk and nonpayment if those clients are adversely affected by factors particular to their geographic area or industry.

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Our clients include public and private entities that have been, and may continue to be, negatively impacted by the changing landscape in the global economy. While outside of the U.S. federal government no one client accounted for over 10% of our revenue for the first quarter of fiscal 2020, we face collection risk as a normal part of our business where we perform services and subsequently bill our clients for such services. In the event that we have concentrated credit risk from clients in a specific geographic area or industry, continuing negative trends or a worsening in the financial condition of that specific geographic area or industry could make us susceptible to disproportionately high levels of default by those clients. Such defaults could materially adversely impact our revenues and our results of operations.

We have made and expect to continue to make acquisitions. Acquisitions could disrupt our operations and adversely impact our business and operating results. Our failure to conduct due diligence effectively, or our inability to successfully integrate acquisitions, could impede us from realizing all of the benefits of the acquisitions, which could weaken our results of operations.

A key part of our growth strategy is to acquire other companies that complement our lines of business or that broaden our technical capabilities and geographic presence. We expect to continue to acquire companies as an element of our growth strategy; however, our ability to make acquisitions is restricted under our credit agreement. Acquisitions involve certain known and unknown risks that could cause our actual growth or operating results to differ from our expectations or the expectations of securities analysts. For example:

•we may not be able to identify suitable acquisition candidates or to acquire additional companies on acceptable terms;

•we are pursuing international acquisitions, which inherently pose more risk than domestic acquisitions;

•we compete with others to acquire companies, which may result in decreased availability of, or increased price for, suitable acquisition candidates;

•we may not be able to obtain the necessary financing, on favorable terms or at all, to finance any of our potential acquisitions;

•we may ultimately fail to consummate an acquisition even if we announce that we plan to acquire a company; and

•acquired companies may not perform as we expect, and we may fail to realize anticipated revenue and profits.

In addition, our acquisition strategy may divert management’s attention away from our existing businesses, resulting in the loss of key clients or key employees, and expose us to unanticipated problems or legal liabilities, including responsibility as a successor-in-interest for undisclosed or contingent liabilities of acquired businesses or assets.

If we fail to conduct due diligence on our potential targets effectively, we may, for example, not identify problems at target companies, or fail to recognize incompatibilities or other obstacles to successful integration. Our inability to successfully integrate future acquisitions could impede us from realizing all of the benefits of those acquisitions and could severely weaken our business operations. The integration process may disrupt our business and, if implemented ineffectively, may preclude realization of the full benefits expected by us and could harm our results of operations. In addition, the overall integration of the combining companies may result in unanticipated problems, expenses, liabilities, and competitive responses, and may cause our stock price to decline. The difficulties of integrating an acquisition include, among others:

•issues in integrating information, communications, and other systems;

•incompatibility of logistics, marketing, and administration methods;

•maintaining employee morale and retaining key employees;

•integrating the business cultures of both companies;

•preserving important strategic client relationships;

•consolidating corporate and administrative infrastructures, and eliminating duplicative operations; and

•coordinating and integrating geographically separate organizations.

In addition, even if the operations of an acquisition are integrated successfully, we may not realize the full benefits of the acquisition, including the synergies, cost savings or growth opportunities that we expect. These benefits may not be achieved within the anticipated time frame, or at all.

Further, acquisitions may cause us to:

•issue common stock that would dilute our current stockholders’ ownership percentage;

•use a substantial portion of our cash resources;

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•increase our interest expense, leverage, and debt service requirements (if we incur additional debt to fund an acquisition);

•assume liabilities, including environmental liabilities, for which we do not have indemnification from the former owners. Further, indemnification obligations may be subject to dispute or concerns regarding the creditworthiness of the former owners;

•record goodwill and non-amortizable intangible assets that are subject to impairment testing and potential impairment charges;

•experience volatility in earnings due to changes in contingent consideration related to acquisition earn-out liability estimates;

•incur amortization expenses related to certain intangible assets;

•lose existing or potential contracts as a result of conflict of interest issues;

•incur large and immediate write-offs; or

•become subject to litigation.

Finally, acquired companies that derive a significant portion of their revenue from the U.S. federal government and do not follow the same cost accounting policies and billing practices that we follow may be subject to larger cost disallowances for greater periods than we typically encounter. If we fail to determine the existence of unallowable costs and do not establish appropriate reserves at acquisition, we may be exposed to material unanticipated liabilities, which could have a material adverse effect on our business.

If our goodwill or intangible assets become impaired, then our profits may be significantly reduced.

Because we have historically acquired a significant number of companies, goodwill and intangible assets represent a substantial portion of our assets. As of March 29, 2020, our goodwill was $944.7 million and other intangible assets were $14.9 million. We are required to perform a goodwill impairment test for potential impairment at least on an annual basis. We also assess the recoverability of the unamortized balance of our intangible assets when indications of impairment are present based on expected future profitability and undiscounted expected cash flows and their contribution to our overall operations. The goodwill impairment test requires us to determine the fair value of our reporting units, which are the components one level below our reportable segments. In determining fair value, we make significant judgments and estimates, including assumptions about our strategic plans with regard to our operations. We also analyze current economic indicators and market valuations to help determine fair value. To the extent economic conditions that would impact the future operations of our reporting units change, our goodwill may be deemed to be impaired, and we would be required to record a non-cash charge that could result in a material adverse effect on our financial position or results of operations. For example, we had goodwill impairment of $7.8 million in fiscal 2019. We had no goodwill impairment in fiscal 2017, fiscal 2018, or the first six months of fiscal 2020.

We could be adversely affected by violations of the FCPA and similar worldwide anti-bribery laws.

The FCPA and similar anti-bribery laws generally prohibit companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. The U.K. Bribery Act of 2010 prohibits both domestic and international bribery, as well as bribery across both private and public sectors. In addition, an organization that “fails to prevent bribery” by anyone associated with the organization can be charged under the U.K. Bribery Act unless the organization can establish the defense of having implemented “adequate procedures” to prevent bribery. Improper payments are also prohibited under the Canadian Corruption of Foreign Public Officials Act and the Brazilian Clean Companies Act. Local business practices in many countries outside the United States create a greater risk of government corruption than that found in the United States and other more developed countries. Our policies mandate compliance with anti-bribery laws, and we have established policies and procedures designed to monitor compliance with anti-bribery law requirements; however, we cannot ensure that our policies and procedures will protect us from potential reckless or criminal acts committed by individual employees or agents. If we are found to be liable for anti-bribery law violations, we could suffer from criminal or civil penalties or other sanctions that could have a material adverse effect on our business.

We could be adversely impacted if we fail to comply with domestic and international export laws.

To the extent we export technical services, data and products outside of the United States, we are subject to U.S. and international laws and regulations governing international trade and exports, including but not limited to the International Traffic in Arms Regulations, the Export Administration Regulations, and trade sanctions against embargoed countries. A failure to comply with these laws and regulations could result in civil or criminal sanctions, including the imposition of fines, the denial of export privileges, and suspension or debarment from participation in U.S. government contracts, which could have a material adverse effect on our business.

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If we fail to complete a project in a timely manner, miss a required performance standard, or otherwise fail to adequately perform on a project, then we may incur a loss on that project, which may reduce or eliminate our overall profitability.

Our engagements often involve large-scale, complex projects. The quality of our performance on such projects depends in large part upon our ability to manage the relationship with our clients and our ability to effectively manage the project and deploy appropriate resources, including third-party contractors and our own personnel, in a timely manner. We may commit to a client that we will complete a project by a scheduled date. We may also commit that a project, when completed, will achieve specified performance standards. If the project is not completed by the scheduled date or fails to meet required performance standards, we may either incur significant additional costs or be held responsible for the costs incurred by the client to rectify damages due to late completion or failure to achieve the required performance standards. The uncertainty of the timing of a project can present difficulties in planning the amount of personnel needed for the project. If the project is delayed or canceled, we may bear the cost of an underutilized workforce that was dedicated to fulfilling the project. In addition, performance of projects can be affected by a number of factors beyond our control, including unavoidable delays from government inaction, public opposition, inability to obtain financing, weather conditions, unavailability of vendor materials, changes in the project scope of services requested by our clients, industrial accidents, environmental hazards, and labor disruptions. To the extent these events occur, the total costs of the project could exceed our estimates, and we could experience reduced profits or, in some cases, incur a loss on a project, which may reduce or eliminate our overall profitability. Further, any defects or errors, or failures to meet our clients’ expectations, could result in claims for damages against us. Failure to meet performance standards or complete performance on a timely basis could also adversely affect our reputation.

The loss of key personnel or our inability to attract and retain qualified personnel could impair our ability to provide services to our clients and otherwise conduct our business effectively.

As primarily a professional and technical services company, we are labor-intensive and, therefore, our ability to attract, retain, and expand our senior management and our professional and technical staff is an important factor in determining our future success. The market for qualified scientists and engineers is competitive and, from time to time, it may be difficult to attract and retain qualified individuals with the required expertise within the timeframe demanded by our clients. For example, some of our U.S. government contracts may require us to employ only individuals who have particular government security clearance levels. In addition, we rely heavily upon the expertise and leadership of our senior management. If we are unable to retain executives and other key personnel, the roles and responsibilities of those employees will need to be filled, which may require that we devote time and resources to identify, hire, and integrate new employees. With limited exceptions, we do not have employment agreements with any of our key personnel. The loss of the services of any of these key personnel could adversely affect our business. Although we have obtained non-compete agreements from certain principals and stockholders of companies we have acquired, we generally do not have non-compete or employment agreements with key employees who were once equity holders of these companies. Further, many of our non-compete agreements have expired. We do not maintain key-man life insurance policies on any of our executive officers or senior managers. Our failure to attract and retain key individuals could impair our ability to provide services to our clients and conduct our business effectively.

Our revenue and growth prospects may be harmed if we or our employees are unable to obtain government granted eligibility or other qualifications we and they need to perform services for our customers.

A number of government programs require contractors to have certain kinds of government granted eligibility, such as security clearance credentials. Depending on the project, eligibility can be difficult and time-consuming to obtain. If we or our employees are unable to obtain or retain the necessary eligibility, we may not be able to win new business, and our existing customers could terminate their contracts with us or decide not to renew them. To the extent we cannot obtain or maintain the required security clearances for our employees working on a particular contract, we may not derive the revenue or profit anticipated from such contract.

Our actual business and financial results could differ from the estimates and assumptions that we use to prepare our consolidated financial statements, which may significantly reduce or eliminate our profits.

To prepare consolidated financial statements in conformity with generally accepted accounting principles in the U.S. GAAP, management is required to make estimates and assumptions as of the date of the consolidated financial statements. These estimates and assumptions affect the reported values of assets, liabilities, revenue and expenses, as well as disclosures of contingent assets and liabilities. For example, we typically recognize revenue over the life of a contract based on the proportion of costs incurred to date compared to the total costs estimated to be incurred for the entire project. Areas requiring significant estimates by our management include:

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•the application of the percentage-of-completion method of accounting and revenue recognition on contracts, change orders, and contract claims, including related unbilled accounts receivable;

•unbilled accounts receivable, including amounts related to requests for equitable adjustment to contracts that provide for price redetermination, primarily with the U.S. federal government. These amounts are recorded only when they can be reliably estimated, and realization is probable;

•provisions for uncollectible receivables, client claims, and recoveries of costs from subcontractors, vendors, and others;

•provisions for income taxes, research and development tax credits, valuation allowances, and unrecognized tax benefits;

•value of goodwill and recoverability of intangible assets;

•valuations of assets acquired and liabilities assumed in connection with business combinations;

•valuation of contingent earn-out liabilities recorded in connection with business combinations;

•valuation of employee benefit plans;

•valuation of stock-based compensation expense; and

•accruals for estimated liabilities, including litigation and insurance reserves.

Our actual business and financial results could differ from those estimates, which may significantly reduce or eliminate our profits.

Our profitability could suffer if we are not able to maintain adequate utilization of our workforce.

The cost of providing our services, including the extent to which we utilize our workforce, affects our profitability. The rate at which we utilize our workforce is affected by a number of factors, including:

•our ability to transition employees from completed projects to new assignments and to hire and assimilate new employees;

•our ability to forecast demand for our services and thereby maintain an appropriate headcount in each of our geographies and operating units;

•our ability to engage employees in assignments during natural disasters or pandemics;

•our ability to manage attrition;

•our need to devote time and resources to training, business development, professional development, and other non-chargeable activities; and

•our ability to match the skill sets of our employees to the needs of the marketplace.

If we over-utilize our workforce, our employees may become disengaged, which could impact employee attrition. If we under-utilize our workforce, our profit margin and profitability could suffer.

Our use of the percentage-of-completion method of revenue recognition could result in a reduction or reversal of previously recorded revenue and profits.

We account for most of our contracts on the percentage-of-completion method of revenue recognition. Generally, our use of this method results in recognition of revenue and profit ratably over the life of the contract, based on the proportion of costs incurred to date to total costs expected to be incurred for the entire project. The effects of revisions to estimated revenue and costs, including the achievement of award fees and the impact of change orders and claims, are recorded when the amounts are known and can be reasonably estimated. Such revisions could occur in any period and their effects could be material. Although we have historically made reasonably reliable estimates of the progress towards completion of long-term contracts, the uncertainties inherent in the estimating process make it possible for actual costs to vary materially from estimates, including reductions or reversals of previously recorded revenue and profit.

If we are unable to accurately estimate and control our contract costs, then we may incur losses on our contracts, which could decrease our operating margins and reduce our profits. Specifically, our fixed-price contracts could increase the unpredictability of our earnings.

It is important for us to accurately estimate and control our contract costs so that we can maintain positive operating margins and profitability. We generally enter into three principal types of contracts with our clients: fixed-price, time-and-materials and cost-plus.

The U.S. federal government and certain other clients have increased the use of fixed-priced contracts. Under fixed-price contracts, we receive a fixed price irrespective of the actual costs we incur and, consequently, we are exposed to a number

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of risks. We realize a profit on fixed-price contracts only if we can control our costs and prevent cost over-runs on our contracts. Fixed-price contracts require cost and scheduling estimates that are based on a number of assumptions, including those about future economic conditions, costs, and availability of labor, equipment and materials, and other exigencies. We could experience cost over-runs if these estimates are originally inaccurate as a result of errors or ambiguities in the contract specifications, or become inaccurate as a result of a change in circumstances following the submission of the estimate due to, among other things, unanticipated technical problems, difficulties in obtaining permits or approvals, changes in local laws or labor conditions, weather delays, changes in the costs of raw materials, or the inability of our vendors or subcontractors to perform. If cost overruns occur, we could experience reduced profits or, in some cases, a loss for that project. If a project is significant, or if there are one or more common issues that impact multiple projects, costs overruns could increase the unpredictability of our earnings, as well as have a material adverse impact on our business and earnings.

Under our time-and-materials contracts, we are paid for labor at negotiated hourly billing rates and paid for other expenses. Profitability on these contracts is driven by billable headcount and cost control. Many of our time-and-materials contracts are subject to maximum contract values and, accordingly, revenue relating to these contracts is recognized as if these contracts were fixed-price contracts. Under our cost-plus contracts, some of which are subject to contract ceiling amounts, we are reimbursed for allowable costs and fees, which may be fixed or performance-based. If our costs exceed the contract ceiling or are not allowable under the provisions of the contract or any applicable regulations, we may not be able to obtain reimbursement for all of the costs we incur.

Profitability on our contracts is driven by billable headcount and our ability to manage our subcontractors, vendors, and material suppliers. If we are unable to accurately estimate and manage our costs, we may incur losses on our contracts, which could decrease our operating margins and significantly reduce or eliminate our profits. Certain of our contracts require us to satisfy specific design, engineering, procurement, or construction milestones in order to receive payment for the work completed or equipment or supplies procured prior to achievement of the applicable milestone. As a result, under these types of arrangements, we may incur significant costs or perform significant amounts of services prior to receipt of payment. If a client determines not to proceed with the completion of the project or if the client defaults on its payment obligations, we may face difficulties in collecting payment of amounts due to us for the costs previously incurred or for the amounts previously expended to purchase equipment or supplies.

Accounting for a contract requires judgments relative to assessing the contract’s estimated risks, revenue, costs, and other technical issues. Due to the size and nature of many of our contracts, the estimation of overall risk, revenue, and cost at completion is complicated and subject to many variables. Changes in underlying assumptions, circumstances, or estimates may also adversely affect future period financial performance. If we are unable to accurately estimate the overall revenue or costs on a contract, then we may experience a lower profit or incur a loss on the contract.

Our failure to adequately recover on claims brought by us against clients for additional contract costs could have a negative impact on our liquidity and profitability.

We have brought claims against clients for additional costs exceeding the contract price or for amounts not included in the original contract price. These types of claims occur due to matters such as client-caused delays or changes from the initial project scope, both of which may result in additional cost. Often, these claims can be the subject of lengthy arbitration or litigation proceedings, and it is difficult to accurately predict when these claims will be fully resolved. When these types of events occur and unresolved claims are pending, we have used working capital in projects to cover cost overruns pending the resolution of the relevant claims. A failure to promptly recover on these types of claims could have a negative impact on our liquidity and profitability. Total accounts receivable at March 29, 2020 included approximately $14 million related to such claims.

Our failure to win new contracts and renew existing contracts with private and public sector clients could adversely affect our profitability.

Our business depends on our ability to win new contracts and renew existing contracts with private and public sector clients. Contract proposals and negotiations are complex and frequently involve a lengthy bidding and selection process, which is affected by a number of factors. These factors include market conditions, financing arrangements, and required governmental approvals. For example, a client may require us to provide a bond or letter of credit to protect the client should we fail to perform under the terms of the contract. If negative market conditions arise, or if we fail to secure adequate financial arrangements or the required government approval, we may not be able to pursue certain projects, which could adversely affect our profitability.

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If we are not able to successfully manage our growth strategy, our business and results of operations may be adversely affected.

Our expected future growth presents numerous managerial, administrative, operational, and other challenges. Our ability to manage the growth of our operations will require us to continue to improve our management information systems and our other internal systems and controls. In addition, our growth will increase our need to attract, develop, motivate, and retain both our management and professional employees. The inability to effectively manage our growth or the inability of our employees to achieve anticipated performance could have a material adverse effect on our business.

Our backlog is subject to cancellation, unexpected adjustments and changing economic conditions, and is an uncertain indicator of future operating results.

Our backlog at March 29, 2020 was $3.0 billion, a decrease of $102.8 million, or 3.3%, compared to the end of fiscal 2019. We include in backlog only those contracts for which funding has been provided and work authorizations have been received. We cannot guarantee that the revenue projected in our backlog will be realized or, if realized, will result in profits. In addition, project cancellations or scope adjustments may occur, from time to time, with respect to contracts reflected in our backlog. For example, certain of our contracts with the U.S. federal government and other clients are terminable at the discretion of the client, with or without cause. These types of backlog reductions could adversely affect our revenue and margins. As a result of these factors, our backlog as of any particular date is an uncertain indicator of our future earnings.

Cyber security breaches of our systems and information technology could adversely impact our ability to operate.

We develop, install and maintain information technology systems for ourselves, as well as for customers. Client contracts for the performance of information technology services, as well as various privacy and securities laws, require us to manage and protect sensitive and confidential information, including federal and other government information, from disclosure. We also need to protect our own internal trade secrets and other business confidential information, as well as personal data of our employees and contractors, from disclosure. For example, the European Union's General Data Protection Regulation ("GDPR"), which became effective in May 2018, extends the scope of the European Union data protection laws to all companies processing data of European Union residents, regardless of the company's location. In addition, the California Consumer Privacy Act ("CCPA"), which became effective in January 2020, increases the penalties for data privacy incidents. The GDPR and CCPA are just examples of privacy regulations that are emerging in locations where we work.

We face the threat to our computer systems of unauthorized access, computer hackers, computer viruses, malicious code, organized cyber-attacks and other security problems and system disruptions, including possible unauthorized access to our and our clients' proprietary or classified information. We rely on industry-accepted security measures and technology to securely maintain all confidential and proprietary information on our information systems. In addition to data hosted on our own information systems, we rely on the security of third-party service providers, vendors, and cloud services providers to protect confidential data. In the ordinary course of business, we have been targeted by malicious cyber-attacks. We have devoted and will continue to devote significant resources to the security of our computer systems, but they may still be vulnerable to these threats. A user who circumvents security measures could misappropriate confidential or proprietary information, including information regarding us, our personnel and/or our clients, or cause interruptions or malfunctions in operations. As a result, we may be required to expend significant resources to protect against the threat of these system disruptions and security breaches or to alleviate problems caused by these disruptions and breaches.

We also rely in part on third-party software and information technology vendors to run our critical accounting, project management and financial information systems. We depend on our software and information technology vendors to provide long-term software and hardware support for our information systems. Our software and information technology vendors may decide to discontinue further development, integration or long-term software and hardware support for our information systems, in which case we may need to abandon one or more of our current information systems and migrate some or all of our accounting, project management and financial information to other systems, thus increasing our operational expense, as well as disrupting the management of our business operations. Any of these events could damage our reputation and have a material adverse effect on our business, financial condition, results of operations and cash flows.

If our business partners fail to perform their contractual obligations on a project, we could be exposed to legal liability, loss of reputation and profit reduction or loss on the project.

We routinely enter into subcontracts and, occasionally, joint ventures, teaming arrangements, and other contractual arrangements so that we can jointly bid and perform on a particular project. Success under these arrangements depends in large part on whether our business partners fulfill their contractual obligations satisfactorily. In addition, when we operate through a

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joint venture in which we are a minority holder, we have limited control over many project decisions, including decisions related to the joint venture’s internal controls, which may not be subject to the same internal control procedures that we employ. If these unaffiliated third parties do not fulfill their contract obligations, the partnerships or joint ventures may be unable to adequately perform and deliver their contracted services. Under these circumstances, we may be obligated to pay financial penalties, provide additional services to ensure the adequate performance and delivery of the contracted services, and may be jointly and severally liable for the other’s actions or contract performance. These additional obligations could result in reduced profits and revenues or, in some cases, significant losses for us with respect to the joint venture, which could also affect our reputation in the industries we serve.

If our contractors and subcontractors fail to satisfy their obligations to us or other parties, or if we are unable to maintain these relationships, our revenue, profitability, and growth prospects could be adversely affected.

We depend on contractors and subcontractors in conducting our business. There is a risk that we may have disputes with our subcontractors arising from, among other things, the quality and timeliness of work performed by the subcontractor, client concerns about the subcontractor, or our failure to extend existing task orders or issue new task orders under a subcontract. In addition, if a subcontractor fails to deliver on a timely basis the agreed-upon supplies, fails to perform the agreed-upon services, or goes out of business, then we may be required to purchase the services or supplies from another source at a higher price, and our ability to fulfill our obligations as a prime contractor may be jeopardized. This may reduce the profit to be realized or result in a loss on a project for which the services or supplies are needed.

We also rely on relationships with other contractors when we act as their subcontractor or joint venture partner. The absence of qualified subcontractors with which we have a satisfactory relationship could adversely affect the quality of our service and our ability to perform under some of our contracts. Our future revenue and growth prospects could be adversely affected if other contractors eliminate or reduce their subcontracts or teaming arrangement relationships with us, or if a government agency terminates or reduces these other contractors’ programs, does not award them new contracts, or refuses to pay under a contract.

Our failure to meet contractual schedule or performance requirements that we have guaranteed could adversely affect our operating results.

In certain circumstances, we can incur liquidated or other damages if we do not achieve project completion by a scheduled date. If we or an entity for which we have provided a guarantee subsequently fails to complete the project as scheduled and the matter cannot be satisfactorily resolved with the client, we may be responsible for cost impacts to the client resulting from any delay or the cost to complete the project. Our costs generally increase from schedule delays and/or could exceed our projections for a particular project. In addition, project performance can be affected by a number of factors beyond our control, including unavoidable delays from governmental inaction, public opposition, inability to obtain financing, weather conditions, unavailability of vendor materials, changes in the project scope of services requested by our clients, industrial accidents, environmental hazards, labor disruptions and other factors. As a result, material performance problems for existing and future contracts could cause actual results of operations to differ from those anticipated by us and could cause us to suffer damage to our reputation within our industry and client base.

New legal requirements could adversely affect our operating results.

Our business and results of operations could be adversely affected by the passage of climate change, defense, environmental, infrastructure and other legislation, policies and regulations. Growing concerns about climate change may result in the imposition of additional environmental regulations. For example, legislation, international protocols, regulation or other restrictions on emissions could increase the costs of projects for our clients or, in some cases, prevent a project from going forward, thereby potentially reducing the need for our services. In addition, relaxation or repeal of laws and regulations, or changes in governmental policies regarding environmental, defense, infrastructure or other industries we serve could result in a decline in demand for our services, which could in turn negatively impact our revenues. We cannot predict when or whether any of these various proposals may be enacted or what their effect will be on us or on our customers.

Changes in resource management, environmental, or infrastructure industry laws, regulations, and programs could directly or indirectly reduce the demand for our services, which could in turn negatively impact our revenue.

Some of our services are directly or indirectly impacted by changes in U.S. federal, state, local or foreign laws and regulations pertaining to the resource management, environmental, and infrastructure industries. Accordingly, a relaxation or repeal of these laws and regulations, or changes in governmental policies regarding the funding, implementation or enforcement of these programs, could result in a decline in demand for our services, which could in turn negatively impact our revenue.

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Changes in capital markets could adversely affect our access to capital and negatively impact our business.

Our results could be adversely affected by an inability to access the revolving credit facility under our credit agreement. Unfavorable financial or economic conditions could impact certain lenders' willingness or ability to fund our revolving credit facility. In addition, increases in interest rates or credit spreads, volatility in financial markets or the interest rate environment, significant political or economic events, defaults of significant issuers, and other market and economic factors, may negatively impact the general level of debt issuance, the debt issuance plans of certain categories of borrowers, the types of credit-sensitive products being offered, and/or a sustained period of market decline or weakness could have a material adverse effect on us.

Restrictive covenants in our credit agreement may restrict our ability to pursue certain business strategies.

Our credit agreement limits or restricts our ability to, among other things:

•incur additional indebtedness;

•create liens securing debt or other encumbrances on our assets;

•make loans or advances;

•pay dividends or make distributions to our stockholders;

•purchase or redeem our stock;

•repay indebtedness that is junior to indebtedness under our credit agreement;

•acquire the assets of, or merge or consolidate with, other companies; and

•sell, lease, or otherwise dispose of assets.

Our credit agreement also requires that we maintain certain financial ratios, which we may not be able to achieve. The covenants may impair our ability to finance future operations or capital needs or to engage in other favorable business activities.

Our industry is highly competitive, and we may be unable to compete effectively, which could result in reduced revenue, profitability and market share.

We are engaged in a highly competitive business. The markets we serve are highly fragmented and we compete with many regional, national and international companies. Certain of these competitors have greater financial and other resources than we do. Others are smaller and more specialized and concentrate their resources in particular areas of expertise. The extent of our competition varies according to certain markets and geographic area. In addition, the technical and professional aspects of some of our services generally do not require large upfront capital expenditures and provide limited barriers against new competitors. The degree and type of competition we face is also influenced by the type and scope of a particular project. Our clients make competitive determinations based upon qualifications, experience, performance, reputation, technology, customer relationships and ability to provide the relevant services in a timely, safe and cost-efficient manner. This competitive environment could force us to make price concessions or otherwise reduce prices for our services. If we are unable to maintain our competitiveness and win bids for future projects, our market share, revenue, and profits will decline.

Legal proceedings, investigations, and disputes could result in substantial monetary penalties and damages, especially if such penalties and damages exceed or are excluded from existing insurance coverage.

We engage in consulting, engineering, program management, construction management, construction, and technical services that can result in substantial injury or damages that may expose us to legal proceedings, investigations, and disputes. For example, in the ordinary course of our business, we may be involved in legal disputes regarding personal injury claims, employee or labor disputes, professional liability claims, and general commercial disputes involving project cost overruns and liquidated damages, as well as other claims. In addition, in the ordinary course of our business, we frequently make professional judgments and recommendations about environmental and engineering conditions of project sites for our clients, and we may be deemed to be responsible for these judgments and recommendations if they are later determined to be inaccurate. Any unfavorable legal ruling against us could result in substantial monetary damages or even criminal violations. We maintain insurance coverage as part of our overall legal and risk management strategy to minimize our potential liabilities; however, insurance coverage contains exclusions and other limitations that may not cover our potential liabilities. Generally, our insurance program covers workers’ compensation and employer’s liability, general liability, automobile liability, professional errors and omissions liability, property, and contractor’s pollution liability (in addition to other policies for specific projects). Our insurance program includes deductibles or self-insured retentions for each covered claim that may increase over time. In addition, our insurance policies contain exclusions that insurance providers may use to deny or restrict coverage. Excess liability and professional liability insurance policies provide for coverage on a “claims-made” basis, covering only claims

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actually made and reported during the policy period currently in effect. If we sustain liabilities that exceed or that are excluded from our insurance coverage, or for which we are not insured, it could have a material adverse impact on our financial condition, results of operations and cash flows.

Unavailability or cancellation of third-party insurance coverage would increase our overall risk exposure as well as disrupt the management of our business operations.

We maintain insurance coverage from third-party insurers as part of our overall risk management strategy and because some of our contracts require us to maintain specific insurance coverage limits. If any of our third-party insurers fail, suddenly cancel our coverage, or otherwise are unable to provide us with adequate insurance coverage, then our overall risk exposure and our operational expenses would increase, and the management of our business operations would be disrupted. In addition, there can be no assurance that any of our existing insurance coverage will be renewable upon the expiration of the coverage period or that future coverage will be affordable at the required limits.

Our inability to obtain adequate bonding could have a material adverse effect on our future revenue and business prospects.

Certain clients require bid bonds, and performance and payment bonds. These bonds indemnify the client should we fail to perform our obligations under a contract. If a bond is required for a certain project and we are unable to obtain an appropriate bond, we cannot pursue that project. In some instances, we are required to co-venture with a small or disadvantaged business to pursue certain U.S. federal or state government contracts. In connection with these ventures, we are sometimes required to utilize our bonding capacity to cover all of the payment and performance obligations under the contract with the client. We have a bonding facility but, as is typically the case, the issuance of bonds under that facility is at the surety’s sole discretion. Moreover, due to events that can negatively affect the insurance and bonding markets, bonding may be more difficult to obtain or may only be available at significant additional cost. There can be no assurance that bonds will continue to be available to us on reasonable terms. Our inability to obtain adequate bonding and, as a result, to bid on new work could have a material adverse effect on our future revenue and business prospects.

Employee, agent, or partner misconduct, or our failure to comply with anti-bribery and other laws or regulations, could harm our reputation, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.

Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one of our employees, agents, or partners could have a significant negative impact on our business and reputation. Such misconduct could include the failure to comply with government procurement regulations, regulations regarding the protection of classified information, regulations prohibiting bribery and other foreign corrupt practices, regulations regarding the pricing of labor and other costs in government contracts, regulations on lobbying or similar activities, regulations pertaining to the internal controls over financial reporting, environmental laws, and any other applicable laws or regulations. For example, as previously noted, the FCPA and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. Our policies mandate compliance with these regulations and laws, and we take precautions to prevent and detect misconduct. However, since our internal controls are subject to inherent limitations, including human error, it is possible that these controls could be intentionally circumvented or become inadequate because of changed conditions. As a result, we cannot assure that our controls will protect us from reckless or criminal acts committed by our employees or agents. Our failure to comply with applicable laws or regulations, or acts of misconduct could subject us to fines and penalties, loss of security clearances, and suspension or debarment from contracting, any or all of which could harm our reputation, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.

Our business activities may require our employees to travel to and work in countries where there are high security risks, which may result in employee death or injury, repatriation costs or other unforeseen costs.

Certain of our contracts may require our employees travel to and work in high-risk countries that are undergoing political, social, and economic upheavals resulting from war, civil unrest, criminal activity, acts of terrorism, or public health crises. For example, we currently have employees working in high security risk countries such as Afghanistan and Iraq. As a result, we risk loss of or injury to our employees and may be subject to costs related to employee death or injury, repatriation, or other unforeseen circumstances. We may choose or be forced to leave a country with little or no warning due to physical security risks.

Our failure to implement and comply with our safety program could adversely affect our operating results or financial condition.

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Our project sites often put our employees and others in close proximity with mechanized equipment, moving vehicles, chemical and manufacturing processes, and highly regulated materials. On some project sites, we may be responsible for safety, and, accordingly, we have an obligation to implement effective safety procedures. Our safety program is a fundamental element of our overall approach to risk management, and the implementation of the safety program is a significant issue in our dealings with our clients. We maintain an enterprise-wide group of health and safety professionals to help ensure that the services we provide are delivered safely and in accordance with standard work processes. Unsafe job sites and office environments have the potential to increase employee turnover, increase the cost of a project to our clients, expose us to types and levels of risk that are fundamentally unacceptable, and raise our operating costs. The implementation of our safety processes and procedures are monitored by various agencies, including the U.S. Mine Safety and Health Administration (“MSHA”), and rating bureaus, and may be evaluated by certain clients in cases in which safety requirements have been established in our contracts. Our failure to meet these requirements or our failure to properly implement and comply with our safety program could result in reduced profitability, the loss of projects or clients, or potential litigation, and could have a material adverse effect on our business, operating results, or financial condition.

We may be precluded from providing certain services due to conflict of interest issues.

Many of our clients are concerned about potential or actual conflicts of interest in retaining management consultants. U.S. federal government agencies have formal policies against continuing or awarding contracts that would create actual or potential conflicts of interest with other activities of a contractor. These policies, among other things, may prevent us from bidding for or performing government contracts resulting from or relating to certain work we have performed. In addition, services performed for a commercial or government client may create a conflict of interest that precludes or limits our ability to obtain work from other public or private organizations. We have, on occasion, declined to bid on projects due to conflict of interest issues.

If our reports and opinions are not in compliance with professional standards and other regulations, we could be subject to monetary damages and penalties.

We issue reports and opinions to clients based on our professional engineering expertise, as well as our other professional credentials. Our reports and opinions may need to comply with professional standards, licensing requirements, securities regulations, and other laws and rules governing the performance of professional services in the jurisdiction in which the services are performed. In addition, we could be liable to third parties who use or rely upon our reports or opinions even if we are not contractually bound to those third parties. For example, if we deliver an inaccurate report or one that is not in compliance with the relevant standards, and that report is made available to a third party, we could be subject to third-party liability, resulting in monetary damages and penalties.

We may be subject to liabilities under environmental laws and regulations.

Our services are subject to numerous U.S. and international environmental protection laws and regulations that are complex and stringent. For example, we must comply with a number of U.S. federal government laws that strictly regulate the handling, removal, treatment, transportation, and disposal of toxic and hazardous substances. Under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (“CERCLA”), and comparable state laws, we may be required to investigate and remediate regulated hazardous materials. CERCLA and comparable state laws typically impose strict, joint and several liabilities without regard to whether a company knew of or caused the release of hazardous substances. The liability for the entire cost of clean-up could be imposed upon any responsible party. Other principal U.S. federal environmental, health, and safety laws affecting us include, but are not limited to, the Resource Conversation and Recovery Act, National Environmental Policy Act, the Clean Air Act, the Occupational Safety and Health Act, the Federal Mine Safety and Health Act of 1977 (the “Mine Act”), the Toxic Substances Control Act, and the Superfund Amendments and Reauthorization Act. Our business operations may also be subject to similar state and international laws relating to environmental protection. Further, past business practices at companies that we have acquired may also expose us to future unknown environmental liabilities. Liabilities related to environmental contamination or human exposure to hazardous substances, or a failure to comply with applicable regulations, could result in substantial costs to us, including clean-up costs, fines, civil or criminal sanctions, and third-party claims for property damage or personal injury or cessation of remediation activities. Our continuing work in the areas governed by these laws and regulations exposes us to the risk of substantial liability.

Force majeure events, including natural disasters, pandemics and terrorist actions, could negatively impact the economies in which we operate or disrupt our operations, which may affect our financial condition, results of operations, or cash flows.

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Force majeure or extraordinary events beyond the control of the contracting parties, such as natural and man-made disasters, as well as pandemics and terrorist actions, could negatively impact the economies in which we operate by causing the closure of offices, interrupting projects, and forcing the relocation of employees. We typically remain obligated to perform our services after a terrorist action or natural disaster unless the contract contains a force majeure clause that relieves us of our contractual obligations in such an extraordinary event. If we are not able to react quickly to force majeure, our operations may be affected significantly, which would have a negative impact on our financial condition, results of operations, or cash flows.

We have only a limited ability to protect our intellectual property rights, and our failure to protect our intellectual property rights could adversely affect our competitive position.

We rely upon a combination of nondisclosure agreements and other contractual arrangements, as well as copyright, trademark, patent and trade secret laws to protect our proprietary information. We also enter into proprietary information and intellectual property agreements with employees, which require them to disclose any inventions created during employment, to convey such rights to inventions to us, and to restrict any disclosure of proprietary information. Trade secrets are generally difficult to protect. Although our employees are subject to confidentiality obligations, this protection may be inadequate to deter or prevent misappropriation of our confidential information and/or the infringement of our patents and copyrights. Further, we may be unable to detect unauthorized use of our intellectual property or otherwise take appropriate steps to enforce our rights. Failure to adequately protect, maintain, or enforce our intellectual property rights may adversely limit our competitive position.

Assertions by third parties of infringement, misappropriation or other violations by us of their intellectual property rights could result in significant costs and substantially harm our business, financial condition and operating results.

        In recent years, there has been significant litigation involving intellectual property rights in technology industries. We may face from time to time, allegations that we or a supplier or customer have violated the rights of third parties, including patent, trademark, and other intellectual property rights. If, with respect to any claim against us for violation of third-party intellectual property rights, we are unable to prevail in the litigation or retain or obtain sufficient rights or develop non-infringing intellectual property or otherwise alter our business practices on a timely or cost-efficient basis, our business, financial condition or results of operations may be adversely affected.

        Any infringement, misappropriation or related claims, whether or not meritorious, are time consuming, divert technical and management personnel, and are costly to resolve. As a result of any such dispute, we may have to develop non-infringing technology, pay damages, enter into royalty or licensing agreements, cease utilizing products or services, or take other actions to resolve the claims. These actions, if required, may be costly or unavailable on terms acceptable to us.

Our stock price could become more volatile and stockholders’ investments could lose value.

In addition to the macroeconomic factors that have affected the prices of many securities generally, all of the factors discussed in this section could affect our stock price. Our common stock has previously experienced substantial price volatility. In addition, the stock market has experienced extreme price and volume fluctuations that have affected the market price of many companies, and that have often been unrelated to the operating performance of these companies. The overall market and the price of our common stock may fluctuate greatly. The trading price of our common stock may be significantly affected by various factors, including quarter-to-quarter variations in our financial results, such as revenue, profits, days sales outstanding, backlog, and other measures of financial performance or financial condition (which factors may, themselves, be affected by the factors described below):

•loss of key employees;

•the number and significance of client contracts commenced and completed during a quarter;

•creditworthiness and solvency of clients;

•the ability of our clients to terminate contracts without penalties;

•general economic or political conditions;

•unanticipated changes in contract performance that may affect profitability, particularly with contracts that are fixed-price or have funding limits;

•contract negotiations on change orders, requests for equitable adjustment, and collections of related billed and unbilled accounts receivable;

•seasonality of the spending cycle of our public sector clients, notably the U.S. federal government, the spending patterns of our commercial sector clients, and weather conditions;

•budget constraints experienced by our U.S. federal, and state and local government clients;

•integration of acquired companies;

•changes in contingent consideration related to acquisition earn-outs;

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•divestiture or discontinuance of operating units;

•employee hiring, utilization and turnover rates;

•delays incurred in connection with a contract;

•the size, scope and payment terms of contracts;

•the timing of expenses incurred for corporate initiatives;

•reductions in the prices of services offered by our competitors;

•threatened or pending litigation;

•legislative and regulatory enforcement policy changes that may affect demand for our services;

•the impairment of goodwill or identifiable intangible assets;

•the fluctuation of a foreign currency exchange rate;

•stock-based compensation expense;

•actual events, circumstances, outcomes, and amounts differing from judgments, assumptions, and estimates used in determining the value of certain assets (including the amounts of related valuation allowances), liabilities, and other items reflected in our consolidated financial statements;

•success in executing our strategy and operating plans;

•changes in tax laws or regulations or accounting rules;

•results of income tax examinations;

•the timing of announcements in the public markets regarding new services or potential problems with the performance of services by us or our competitors, or any other material announcements;

•speculation in the media and analyst community, changes in recommendations or earnings estimates by financial analysts, changes in investors’ or analysts’ valuation measures for our stock, and market trends unrelated to our stock;

•our announcements concerning the payment of dividends or the repurchase of our shares;

•resolution of threatened or pending litigation;

•changes in investors’ and analysts’ perceptions of our business or any of our competitors’ businesses;

•changes in environmental legislation;

•broader market fluctuations; and

•general economic or political conditions.

A significant drop in the price of our stock could expose us to the risk of securities class action lawsuits, which could result in substantial costs and divert management’s attention and resources, which could adversely affect our business. Additionally, volatility or a lack of positive performance in our stock price may adversely affect our ability to retain key employees, many of whom are awarded equity securities, the value of which is dependent on the performance of our stock price.

Delaware law and our charter documents may impede or discourage a merger, takeover, or other business combination even if the business combination would have been in the short-term best interests of our stockholders.

We are a Delaware corporation and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change in control would be beneficial to our stockholders. In addition, our Board of Directors has the power, without stockholder approval, to designate the terms of one or more series of preferred stock and issue shares of preferred stock, which could be used defensively if a takeover is threatened. Our incorporation under Delaware law, the ability of our Board of Directors to create and issue a new series of preferred stock, and provisions in our certificate of incorporation and bylaws, such as those relating to advance notice of certain stockholder proposals and nominations, could impede a merger, takeover, or other business combination involving us, or discourage a potential acquirer from making a tender offer for our common stock, even if the business combination would have been in the best interests of our current stockholders.

Item 2.                                                         Unregistered Sales of Equity Securities and Use of Proceeds

On November 5, 2018, the Board of Directors authorized a stock repurchase program ("2019 Program") under which we could repurchase up to $200 million of our common stock. This was in addition to the $25 million remaining as of fiscal 2018 year-end under the previous stock repurchase program ("2018 Program"). On January 27, 2020, the Board of Directors authorized a new $200 million stock repurchase program ("2020 Program"). The following table summarizes stock repurchases in the open market and settled in fiscal 2019 and the first half of fiscal 2020:

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Fiscal-Year Activity	Stock Repurchase Program	Shares Repurchased	Average Price Paid per Share		Total Cost (in thousands)
2019	2018 Program	430,559	$	58.06	$	25,000
2019	2019 Program	1,131,962	66.26		75,000
2019 Total		1,562,521	$	64.00	$	100,000
2020 (1)	2019 Program	1,060,850	$	76.98	$	81,660

⁽¹⁾ These amounts excluded 13,869 shares at the average price per share of $71.03 ($1.0 million of repurchases) that were traded but not yet settled as of March 29, 2020.

        Below is a summary of the stock repurchases that were traded and settled during the six months ended March 29, 2020:

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value that May Yet be Purchased Under the Plans or Programs (in thousands)
September 30, 2019 – October 27, 2019	87,614	$	85.25	87,614	$	117,532
October 28, 2019 – November 24, 2019	88,030	87.80		88,030	109,803
November 25, 2019 – December 29, 2019	68,794	86.91		68,794	103,824
December 30, 2019 - January 26, 2020	53,485	87.48		53,485	99,145
January 27, 2020 - February 23, 2020	53,677	92.00		53,677	94,206
February 24, 2020 - March 29, 2020	709,250	71.72		709,250	43,341

As of March 29, 2020, we had a remaining balance of $243.3 million available under the 2019 and 2020 programs.

Item 4.                                                         Mine Safety Disclosure

Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires domestic mine operators to disclose violations and orders issued under the Mine Act by MSHA. We do not act as the owner of any mines, but we may act as a mining operator as defined under the Mine Act where we may be an independent contractor performing services or construction at such mine. Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 Regulations S-K is included in Exhibit 95.

Item 6.                                                         Exhibits

The following documents are filed as Exhibits to this Report:

54

10	Amended and Restated Deferred Compensation Plan dated February 26, 2020.
31.1	Chief Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a).
31.2	Chief Financial Officer Certification pursuant to Rule 13a-14(a)/15d-14(a).
32.1	Certification of Chief Executive Officer pursuant to Section 1350.
32.2	Certification of Chief Financial Officer pursuant to Section 1350.
95	Mine Safety Disclosure.
101	The following financial information from our Company’s Quarterly Report on Form 10-Q, for the period ended March 29, 2020, formatted in Inline eXtensible Business Reporting Language: (i) Consolidated Balance Sheets (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements.

55

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 1, 2020	TETRA TECH, INC.
	By:	/s/ DAN L. BATRACK
		Dan L. Batrack
		Chairman and Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ STEVEN M. BURDICK
		Steven M. Burdick
		Executive Vice President, Chief Financial Officer
		(Principal Financial Officer)
	By:	/s/ BRIAN N. CARTER
		Brian N. Carter
		Senior Vice President, Corporate Controller
		(Principal Accounting Officer)

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EX-10

Exhibit 10

Tetra Tech, Inc.

Deferred Compensation Plan

(As Amended and Restated Effective February 26, 2020)

Table of Contents

Page

Article 1	Definitions	1
Article 2	Selection, Enrollment, Eligibility	9
2.1	Selection by Committee	9
2.2	Enrollment and Eligibility Requirements; Commencement of Participation	9
Article 3	Deferral Commitments/Company Contribution Amounts/ Company Restoration Matching Amounts/ Vesting/Crediting/Taxes	10
3.1	Maximum Deferral	10
3.2	Timing of Deferral Elections; Effect of Election Form	11
3.3	Withholding and Crediting of Annual Deferral Amounts	13
3.4	Company Contribution Amount	14
3.5	Company Restoration Matching Amount	14
3.6	Vesting	15
3.7	Crediting/Debiting of Account Balances	16
3.8	FICA and Other Taxes	17
Article 4	Scheduled Distribution; Unforeseeable Emergencies	18
4.1	Scheduled Distributions	18
4.2	Postponing Scheduled Distributions	18
4.3	Other Benefits Take Precedence Over Scheduled Distributions	19
4.4	Unforeseeable Emergencies	19
Article 5	Change in Control Benefit	19
5.1	Change in Control Benefit	19
5.2	Payment of Change in Control Benefit	20
Article 6	Retirement Benefit	20
6.1	Retirement Benefit	20
6.2	Payment of Retirement Benefit	20
Article 7	Termination Benefit	20
7.1	Termination Benefit	21
7.2	Payment of Termination Benefit	22
Article 8	Disability Benefit	22
8.1	Disability Benefit	23
8.2	Payment of Disability Benefit	23
Article 9	Death Benefit	23
9.1	Death Benefit	23
9.2	Payment of Death Benefit	24
Article 10	Beneficiary Designation	25
10.1	Beneficiary	22

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Table of Contents

Page

10.2	Beneficiary Designation; Change; Spousal Consent	25
10.3	Acknowledgment	25
10.4	No Beneficiary Designation	25
10.5	Doubt as to Beneficiary	25
10.6	Discharge of Obligations	26
Article 11	Leave of Absence	26
11.1	Paid Leave of Absence	26
11.2	Unpaid Leave of Absence	26
Article 12	Termination of Plan, Amendment or Modification	26
12.1	Termination of Plan	26
12.2	Amendment	27
12.3	Plan Agreement	27
12.4	Effect of Payment	27
Article 13	Administration	27
13.1	Committee Duties	27
13.2	Administration Upon Change In Control	27
13.3	Agents	28
13.4	Binding Effect of Decisions	28
13.5	Indemnity of Committee	28
13.6	Employer Information	28
Article 14	Other Benefits and Agreements	28
14.1	Coordination with Other Benefits	28
Article 15	Claims Procedures	28
15.1	Presentation of Claim	29
15.2	Notification of Decision	29
15.3	Review of a Denied Claim	29
15.4	Decision on Review	30
15.5	Legal Action	30
Article 16	Trust	30
16.1	Establishment of the Trust	30
16.2	Interrelationship of the Plan and the Trust	31
16.3	Distributions From the Trust	31
Article 17	Miscellaneous	31
17.1	Status of Plan	31
17.2	Unsecured General Creditor	31
17.3	Employer’s Liability	31
17.4	Nonassignability	31

-2-

Table of Contents

Page

17.5	Not a Contract of Employment	32
17.6	Furnishing Information	32
17.7	Terms	32
17.8	Captions	32
17.9	Governing Law	32
17.10	Notice	32
17.11	Successors	33
17.12	Spouse’s Interest	33
17.13	Validity	33
17.14	Incompetent	33
17.15	Domestic Relations Orders	33
17.16	Distribution in the Event of Income Inclusion Under Code Section 409A	33
17.17	Deduction Limitation on Benefit Payments	34

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Purpose

The purpose of this Plan is to provide specified benefits to Directors and a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of Tetra Tech, Inc., a Delaware corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

This Plan is intended to comply with all applicable law, including Code Section 409A and related Treasury guidance and Regulations, and shall be operated and interpreted in accordance with this intention.

ARTICLE 1.

Definitions

For the purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1 “Account Balance” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of the Participant’s Annual Accounts plus amounts credited on Equity Deferral Elections that are not Post-2019 Equity Deferrals in accordance with subsection 3.1(c)(iv)(A). The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

If a Participant is both an Employee and a Director and participates in the Plan in each capacity, then separate Account Balances (and separate Annual Accounts, if applicable) shall be established for such Participant as a device for the measurement and determination of the (a) amounts deferred under the Plan that are attributable to the Participant’s status as an Employee, and (b) amounts deferred under the Plan that are attributable to the Participant’s status as a Director.

1.2 “Annual Account” shall mean, with respect to a Participant, an entry on the records of the Employer equal to (a) the sum of the Participant’s Annual Deferral Amount, Company Contribution Amount and Company Restoration Matching Amount for any one Plan Year, plus (b) amounts credited or debited to such amounts pursuant to this Plan, less (c) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Annual Account for such Plan Year. The Annual Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.3 “Annual Deferral Amount” shall mean that portion of a Participant’s Base Salary, Bonus, Restricted Stock Units, Performance Share Units and Director Fees that a Participant

defers in accordance with Article 3 for any one Plan Year, without regard to whether such amounts are withheld and credited during such Plan Year.

1.4 “Annual Installment Method” shall mean the method used to determine the amount of each payment due to a Participant who has elected to receive a benefit over a period of years in accordance with the applicable provisions of the Plan. The amount of each annual payment due to the Participant shall be calculated by multiplying the balance of the Participant’s benefit by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due to the Participant. The amount of the first annual payment shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date, and the amount of each subsequent annual payment shall be calculated on or around each anniversary of such Benefit Distribution Date.

1.5 “Base Salary” shall mean the annual cash compensation relating to services performed during any calendar year, excluding distributions from nonqualified deferred compensation plans, bonuses, commissions, overtime, fringe benefits, stock options, stock units, accrued dividends, relocation expenses, incentive payments, non-monetary awards, director fees and other fees, and automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee.

1.6 “Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 10, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.7 “Beneficiary Designation Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

1.8 “Benefit Distribution Date” shall mean the date or dates upon which all or an objectively determinable portion of a Participant’s vested benefits will become eligible for distribution. Except as otherwise provided in the Plan, a Participant’s Benefit Distribution Date(s) shall be determined based on the earliest to occur of an event or scheduled date set forth in Articles 4 through 9, as applicable.

1.9  “Board” shall mean the board of directors of the Company.

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1.10 “Bonus” shall mean any cash compensation, in addition to Base Salary earned by a Participant under any Employer’s annual bonus and cash incentive plans.

1.11 “Change in Control” shall mean the occurrence of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of a corporation, as determined in accordance with this Section.

In order for an event described below to constitute a Change in Control with respect to a Participant, except as otherwise provided in part (b)(ii) of this Section, the applicable event must relate to the corporation for which the Participant is providing services, the corporation that is liable for payment of the Participant’s Account Balance (or all corporations liable for payment if more than one), as identified by the Committee in accordance with Treas. Reg. §1.409A-3(i)(5)(ii)(A)(2), or such other corporation identified by the Committee in accordance with Treas. Reg. §1.409A-3(i)(5)(ii)(A)(3).

In determining whether an event shall be considered a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of a corporation, the following provisions shall apply:

(a) A “change in the ownership” of the applicable corporation shall occur on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of such corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of the total fair market value or total voting power of the stock of such corporation, or to have effective control of such corporation within the meaning of part (b) of this Section, and such person or group acquires additional stock of such corporation, the acquisition of additional stock by such person or group shall not be considered to cause a “change in the ownership” of such corporation.

(b) A “change in the effective control” of the applicable corporation shall occur on either of the following dates:

(i) The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of such corporation possessing 30% or more of the total voting power of the stock of such corporation, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi). If a person or group is considered to possess 30% or more of the total voting power of the stock of a corporation, and such person or group acquires additional stock of such corporation, the acquisition of additional stock by such person or group shall not be considered to cause a “change in the effective control” of such corporation; or

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(ii) The date on which a majority of the members of the applicable corporation’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such corporation’s board of directors before the date of the appointment or election, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi). In determining whether the event described in the preceding sentence has occurred, the applicable corporation to which the event must relate shall only include a corporation identified in accordance with Treas. Reg. §1.409A-3(i)(5) (ii) for which no other corporation is a majority shareholder.

(c) A “change in the ownership of a substantial portion of the assets” of the applicable corporation shall occur on the date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the corporation immediately before such acquisition or acquisitions, as determined in accordance with Treas. Reg. §1.409A-3(i)(5) (vii). A transfer of assets shall not be treated as a “change in the ownership of a substantial portion of the assets” when such transfer is made to an entity that is controlled by the shareholders of the transferor corporation, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii)(B).

1.12 “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.13 “Committee” shall mean the committee described in Article 13.

1.14 “Company” shall mean Tetra Tech, Inc., a Delaware corporation, and any successor to all or substantially all of the Company’s assets or business.

1.15 “Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.4.

1.16 “Company Restoration Matching Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.

1.17 “Director” shall mean any member of the board of directors of any Employer.

1.18 “Director Fees” shall mean the annual fees earned by a Director from any Employer, including retainer fees and meetings fees, as compensation for serving on the board of directors.

1.19 “Disability” or “Disabled” shall mean that a Participant is determined to be totally disabled by the Social Security Administration.

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1.20 “Election Form” shall mean the form, which may be in electronic format, established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

1.21 “Employee” shall mean a person who is an employee of an Employer.

1.22 “Employer(s)” shall be defined as follows:

(a) Except as otherwise provided in part (b) of this Section, the term “Employer” shall mean the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor.

(b) For the purpose of determining whether a Participant has experienced a Separation from Service, the term “Employer” shall mean:

(i) The entity for which the Participant performs services and with respect to which the legally binding right to compensation deferred or contributed under this Plan arises; and

(ii) All other entities with which the entity described above would be aggregated and treated as a single employer under Code Section 414(b) (controlled group of corporations) and Code Section 414(c) (a group of trades or businesses, whether or not incorporated, under common control), as applicable. In order to identify the group of entities described in the preceding sentence, the Committee shall use an ownership threshold of at least 50% as a substitute for the 80% minimum ownership threshold that appears in, and otherwise must be used when applying, the applicable provisions of (A) Code Section 1563 for determining a controlled group of corporations under Code Section 414(b), and (B) Treas. Reg. §1.414(c)-2 for determining the trades or businesses that are under common control under Code Section 414(c).

1.23 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.24 “401(k) Plan” shall mean, with respect to an Employer, a plan qualified under Code Section 401(a) that contains a cash or deferral arrangement described in Code Section 401(k), adopted by the Employer, as it may be amended from time to time, or any successor thereto.

1.25 “Participant” shall mean any Employee or Director (a) who is selected to participate in the Plan and (b) whose executed Election Form and Beneficiary Designation Form are accepted by the Committee.

5

1.26 “Performance-Based Compensation” shall mean compensation the entitlement to or amount of which is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(e).

1.27 “Plan” shall mean the Tetra Tech, Inc. Deferred Compensation Plan (as amended and restated as of the date first noted above), which shall be evidenced by this instrument, as it may be amended from time to time, and by any other documents that together with this instrument define a Participant’s rights to amounts credited to his or her Account Balance.

1.28 “Plan Agreement” shall mean a written agreement in the form prescribed by or acceptable to the Committee that evidences a Participant’s agreement to the terms of the Plan and which may establish additional terms or conditions of Plan participation for a Participant. Unless otherwise determined by the Committee, the most recent Plan Agreement accepted with respect to a Participant shall supersede any prior Plan Agreements for such Participant. Plan Agreements may vary among Participants and may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan. For the avoidance of doubt, the Committee need not require any individual execute a Plan Agreement to become a Participant in, or make deferrals under, the Plan.

1.29 “Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

1.30 “Post-2019 Equity Deferral” shall mean an Equity Deferral made with respect to RSUs and/or PSUs awarded in calendar years commencing after December 31, 2019.

1.31 “Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”) (or such equivalent language as the Company may use from time to time) shall mean equity-based compensation awarded to Directors and Employees pursuant to the Company’s equity award plans.

1.32 “Retirement,” “Retire(s)” or “Retired” shall mean with respect to a Participant who is an Employee, a Separation from Service on or after the attainment of age 65 or, if earlier, age 55 with not less than five Years of Service, and shall mean with respect to a Participant who is a Director, a Separation from Service. If a Participant is both an Employee and a Director and participates in the Plan in each capacity, (a) the determination of whether the Participant qualifies for Retirement as an Employee shall be made when the Participant experiences a Separation from Service as an Employee and such determination shall only apply to the applicable Account Balance established in accordance with Section 1.1 for amounts deferred under the Plan as an Employee, and (b) the determination of whether the Participant qualifies for Retirement as a Director shall be made at the time the Participant experiences a Separation from Service as a Director and such determination shall only apply to the applicable Account Balance established in accordance with Section 1.1 for amounts deferred under the Plan as a Director.

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1.33 “Separation from Service” shall mean a termination of services provided by a Participant to his or her Employer, whether voluntarily or involuntarily, other than by reason of death or Disability, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(h). In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:

(a) For a Participant who provides services to an Employer as an Employee, except as otherwise provided in part (c) of this Section, a Separation from Service shall occur when such Participant has experienced a termination of employment with such Employer. A Participant shall be considered to have experienced a termination of employment when the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (i) no further services will be performed for the Employer after a certain date, or (ii) that the level of bona fide services the Participant will perform for the Employer after such date (whether as an Employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by such Participant (whether as an Employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months).

If a Participant is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed 6 months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such 6-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer.

(b) For a Participant who provides services to an Employer as an independent contractor, except as otherwise provided in part (c) of this Section, a Separation from Service shall occur upon the expiration of the contract (or in the case of more than one contract, all contracts) under which services are performed for such Employer, provided that the expiration of such contract(s) is determined by the Committee to constitute a good-faith and complete termination of the contractual relationship between the Participant and such Employer.

(c) For a Participant who provides services to an Employer as both an Employee and an independent contractor, a Separation from Service generally shall not occur

7

until the Participant has ceased providing services for such Employer as both as an Employee and as an independent contractor, as determined in accordance with the provisions set forth in parts (a) and (b) of this Section, respectively. Similarly, if a Participant either (i) ceases providing services for an Employer as an independent contractor and begins providing services for such Employer as an Employee, or (ii) ceases providing services for an Employer as an Employee and begins providing services for such Employer as an independent contractor, the Participant will not be considered to have experienced a Separation from Service until the Participant has ceased providing services for such Employer in both capacities, as determined in accordance with the applicable provisions set forth in parts (a) and (b) of this Section.

Notwithstanding the foregoing provisions in this part (c), if a Participant provides services for an Employer as both an Employee and as a Director, to the extent permitted by Treas. Reg. §1.409A-1(h)(5) the services provided by such Participant as a Director shall not be taken into account in determining whether the Participant has experienced a Separation from Service as an Employee, and the services provided by such Participant as an Employee shall not be taken into account in determining whether the Participant has experienced a Separation from Service as a Director.

1.34 “Specified Employee” shall mean any Participant who is determined to be a “key employee” (as defined under Code Section 416(i) without regard to paragraph (5) thereof) for the applicable period, as determined annually by the Committee in accordance with Treas. Reg. §1.409A-1(i). In determining whether a Participant is a Specified Employee, the following provisions shall apply:

(a) The Committee’s identification of the individuals who fall within the definition of “key employee” under Code Section 416(i) (without regard to paragraph (5) thereof) shall be based upon the 12-month period ending on each December 31^st (referred to below as the “identification date”). In applying the applicable provisions of Code Section 416(i) to identify such individuals, “compensation” shall be determined in accordance with Treas. Reg. §1.415(c)-2(a) without regard to (i) any safe harbor provided in Treas. Reg. §1.415(c)-2(d), (ii) any of the special timing rules provided in Treas. Reg. §1.415(c)-2(e), and (iii) any of the special rules provided in Treas. Reg. §1.415(c)-2(g); and

(b) Each Participant who is among the individuals identified as a “key employee” in accordance with part (a) of this Section shall be treated as a Specified Employee for purposes of this Plan if such Participant experiences a Separation from Service during the 12-month period that begins on the April 1^st following the applicable identification date.

1.35 “Trust” shall mean one or more trusts established by the Company in accordance with Article 16.

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1.36 “Unforeseeable Emergency” shall mean a severe financial hardship of the Participant resulting from (a) an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary or the Participant’s dependent (as defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b) a loss of the Participant’s property due to casualty, or (c) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined by the Committee based on the relevant facts and circumstances.

1.37 “Years of Plan Participation” shall mean the total number of full Plan Years a Participant has been a Participant in the Plan prior to his or her Separation from Service (determined without regard to whether deferral elections have been made by the Participant for any Plan Year). A partial year shall not be treated as a full Plan Year for purposes of this definition.

1.38 “Years of Service” shall mean the total number of full years in which a Participant has been employed by one or more Employers. For purposes of this definition, a year of employment shall be a 365 day period (or 366 day period in the case of a leap year) that, for the first year of employment, commences on the Employee’s date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date. A partial year of employment shall not be treated as a Year of Service.

ARTICLE 2

Selection, Enrollment, Eligibility

2.1 Selection by Committee. Participation in the Plan shall be limited to Directors and, as determined by the Committee in its sole discretion, a select group of management or highly compensated Employees. From that group, the Committee shall select, in its sole discretion, those individuals who may participate in this Plan.

2.2 Enrollment and Eligibility Requirements; Commencement of Participation.

(a) As a condition to participation, each Director or selected Employee shall complete, execute and return to the Committee an Election Form and a Beneficiary Designation Form by the deadline(s) established by the Committee in accordance with the applicable provisions of this Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary.

(b) Each Director or selected Employee who is eligible to participate in the Plan shall commence participation in the Plan on the date that the Committee determines that the Director or Employee has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period.

9

(c) If a Director or an Employee fails to meet all requirements established by the Committee within the period required, that Director or Employee shall not be eligible to defer Base Salary, Bonus, Director Fees, RSUs and/or PSUs, as applicable, during such Plan Year.

(d) A Director or selected Employee who has become a Participant shall remain a Participant until his or her entire vested Account Balance is distributed.

ARTICLE 3

Deferral Commitments/Company Contribution Amounts/

Company Restoration Matching Amounts/ Vesting/Crediting/Taxes

3.1 Maximum Deferral.

(a) Annual Deferral Amount. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Bonus, Director Fees, RSUs and PSUs up to the following maximum percentages for each deferral elected, except as otherwise provided by the Committee:

Deferral	Maximum Percentage
Base Salary	80%
Bonus	100%
Director Fees	100%
RSUs, PSUs	100%

(b) Short Plan Year. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, then to the extent required by Section 3.2 and Code Section 409A and related Treasury Regulations, the maximum amount of the Participant’s Base Salary, Bonus or Director Fees that may be deferred by the Participant for the Plan Year shall be determined by applying the percentages set forth in Section 3.1(a) to the portion of such compensation attributable to services performed after the date that the Participant’s deferral election is made.

(c) RSUs, PSUs. In the event the Committee permits deferrals of RSUs and/or PSUs (collectively, the “Equity Deferrals”), the following conditions shall apply to all such Equity Deferrals:

(i) The Equity Deferrals which have become vested will be distributed at the same time as the non-Equity Deferral portion of the Account Balance.

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(ii) The Equity Deferrals will be subject to vesting schedules prescribed as of the date of grant, provided, however, that with respect to PSUs, the vesting percentage upon the applicable three-year cliff vesting date will vary based on the achievement of performance criteria.

(iii) Distributions of Equity Deferrals will be made in whole shares of Company common stock. The number of shares distributed will be the number of shares deemed vested, subject to changes in capital structure if applicable.

(iv) Notwithstanding any other provision of the Plan, Equity Deferrals will be measured only in shares of Company common stock (and not subject to any reallocation into any other investment or measurement option) until distribution. A Participant shall not have any rights as a shareholder (including any voting rights) of the Company due to the Equity Deferrals pursuant to the Plan until shares of Company common stock are distributed to the Participant, provided, however, that any dividends or distributions on account of Company common stock shall be credited on an equivalent basis to the Participant and distributed in connection with the Benefit Distribution Date. The previous sentence notwithstanding:

On March 16, 2020 and on the last day of each subsequent calendar quarter, all dividends or distributions on account of Company common stock credited with respect to Equity Deferrals made with respect to RSUs and/or PSUs awarded in calendar years commencing before January 1, 2020 and not yet credited to the Account Balance shall become part of the Account Balance; and

(a) Dividends or distributions on account of Company common stock credited with respect to Post-2019 Equity Deferrals shall be paid as cash compensation on the last day of the calendar quarter in which they are credited, regardless of the Benefit Distribution Date applicable to the Equity Deferral with respect to which crediting is made. For the avoidance of doubt, each such distribution date is intended to qualify as a “fixed date” within the meaning of Treas. Reg. §1.409A-3(a)(4).

(b) For the further avoidance of doubt, amounts credited under Section 3.1(c)(iv)(A) shall continue to be distributed in connection with the Benefit Distribution Date.

3.2 Timing of Deferral Elections; Effect of Election Form.

(a) General Timing Rule for Deferral Elections. Except as otherwise provided in this Section 3.2, in order for a Participant to make a valid election to defer Base Salary, Bonus and/or Director Fees, the Participant must submit an Election Form

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on or before the deadline established by the Committee, which in no event shall be later than the December 31^st preceding the Plan Year in which such compensation will be earned.

Any deferral election made in accordance with this Section 3.2(a) shall be irrevocable; provided, however, that if the Committee permits or requires Participants to make a deferral election by the deadline described above for an amount that qualifies as Performance-Based Compensation, the Committee may permit a Participant to subsequently change his or her deferral election for such compensation by submitting a new Election Form in accordance with Section 3.2(d) below.

(b) Timing of Deferral Elections for Newly Eligible Plan Participants. A Director or selected Employee who first becomes eligible to participate in the Plan on or after the beginning of a Plan Year, as determined in accordance with Treas. Reg. §1.409A-2(a)(7)(ii) and the “plan aggregation” rules provided in Treas. Reg. §1.409A-1(c)(2), may be permitted to make an election to defer the portion of Base Salary, Bonus and/or Director Fees attributable to services to be performed after such election, provided that the Participant submits an Election Form on or before the deadline established by the Committee, which in no event shall be later than 30 days after the Participant first becomes eligible to participate in the Plan.

If a deferral election made in accordance with this Section 3.2(b) relates to compensation earned based upon a specified performance period, the amount eligible for deferral shall be equal to (i) the total amount of compensation for the performance period, multiplied by (ii) a fraction, the numerator of which is the number of days remaining in the service period after the Participant’s deferral election is made, and the denominator of which is the total number of days in the performance period.

Any deferral election made in accordance with this Section 3.2(b) shall become irrevocable no later than the 30^th day after the date the Director or selected Employee becomes eligible to participate in the Plan.

(c) Timing of Deferral Elections for Fiscal Year Compensation. In the event that the fiscal year of an Employer is different than the taxable year of a Participant, the Committee may determine that a deferral election may be made for “fiscal year compensation” (as defined below), by submitting an Election Form on or before the deadline established by the Committee, which in no event shall be later than the last day of the Employer’s fiscal year immediately preceding the fiscal year in which the services related to such compensation will begin to be performed. For purposes of this Section, the term “fiscal year compensation” shall only include Bonus amounts relating to a service period coextensive with one or more consecutive fiscal years of the Employer, of which no amount is paid or payable during the Employer’s fiscal year(s) that constitute the service period.

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A deferral election made in accordance with this Section 3.2(c) shall be irrevocable; provided, however, that if the Committee permits or requires Participants to make a deferral election by the deadline described in this Section 3.2(c) for an amount that qualifies as Performance-Based Compensation, the Committee may permit a Participant to subsequently change his or her deferral election for such compensation by submitting a new Election Form in accordance with 3.2(d) below.

(d) Timing of Deferral Elections for Performance-Based Compensation. Subject to the limitations described below, the Committee may determine that an irrevocable deferral election for an amount that qualifies as Performance-Based Compensation may be made by submitting an Election Form on or before the deadline established by the Committee, which in no event shall be later than 6 months before the end of the performance period.

In order for a Participant to be eligible to make a deferral election for Performance-Based Compensation in accordance with the deadline established pursuant to this Section 3.2(d), the Participant must have performed services continuously from the later of (i) the beginning of the performance period for such compensation, or (ii) the date upon which the performance criteria for such compensation are established, through the date upon which the Participant makes the deferral election for such compensation. In no event shall a deferral election submitted under this Section 3.2(d) be permitted to apply to any amount of Performance-Based Compensation that has become readily ascertainable.

(e) Timing Rule for Deferral of Compensation Subject to Risk of Forfeiture. With respect to compensation (i) to which a Participant has a legally binding right to payment in a subsequent year, and (ii) that is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally binding right, the Committee may determine that an irrevocable deferral election for such compensation may be made by timely delivering an Election Form to the Committee in accordance with its rules and procedures, no later than the 30^th day after the Participant obtains the legally binding right to the compensation, provided that the election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse, as determined in accordance with Treas. Reg. §1.409A-2(a)(5).

Any deferral election(s) made in accordance with this Section 3.2(e) shall become irrevocable no later than the 30^th day after the Participant obtains the legally binding right to the compensation subject to such deferral election(s).

3.3 Withholding and Crediting of Annual Deferral Amounts. For each Plan Year, the Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. The Bonus and/or Director Fees portion of the Annual Deferral Amount shall be withheld at the time the Bonus and/or Director Fees are

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or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to the Participant’s Annual Account for such Plan Year at the time such amounts would otherwise have been paid to the Participant.

3.4 Company Contribution Amount.

(a) For each Plan Year, an Employer may be required to credit amounts to a Participant’s Annual Account in accordance with employment or other agreements entered into between the Participant and the Employer, which amounts shall be part of the Participant’s Company Contribution Amount for that Plan Year. Such amounts shall be credited to the Participant’s Annual Account for the applicable Plan Year on the date or dates prescribed by such agreements.

(b) For each Plan Year, an Employer, in its sole discretion, may, but is not required to, credit any amount it desires to any Participant’s Annual Account under this Plan, which amount shall be part of the Participant’s Company Contribution Amount for that Plan Year. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive a Company Contribution Amount for that Plan Year. The Company Contribution Amount described in this Section 3.4(b), if any, shall be credited to the Participant’s Annual Account for the applicable Plan Year on a date or dates to be determined by the Committee.

(c) If not otherwise specified in the Participant’s employment or other agreement entered into between the Participant and the Employer, the amount (or the method or formula for determining the amount) of a Participant’s Company Contribution Amount shall be set forth in writing in one or more documents, which shall be deemed to be incorporated into this Plan in accordance with Section 1.27, no later than the date on which such Company Contribution Amount is credited to the applicable Annual Account of the Participant.

3.5 Company Restoration Matching Amount. A Participant’s Company Restoration Matching Amount for any Plan Year shall be an amount determined by the Committee to make up for certain limits applicable to the 401(k) Plan or other qualified plan for such Plan Year, as identified by the Committee, or for such other purposes as determined by the Committee in its sole discretion. The amount so credited to a Participant under this Plan for any Plan Year (a) may be smaller or larger than the amount credited to any other Participant, and (b) may differ from the amount credited to such Participant in the preceding Plan Year. The Participant’s Company Restoration Matching Amount, if any, shall be credited to the Participant’s Annual Account for the applicable Plan Year on a date or dates to be determined by the Committee. The amount (or the method or formula for determining the amount) of a Participant’s Company Restoration Matching Amount shall be set forth in writing in one or more documents, which shall be deemed to be incorporated into this Plan in accordance with Section 1.27, no later than the date on

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which such Company Restoration Matching Amount is credited to the applicable Annual Account of the Participant.

3.6 Vesting.

(a) A Participant shall at all times be 100% vested in the portion of his or her Account Balance attributable to Annual Deferral Amounts, plus amounts credited or debited on such amounts pursuant to Section 3.7, in each case, except as otherwise provided herein with respect to Equity Deferrals.

(b) A Participant shall be vested in the portion of his or her Account Balance attributable to any Company Contribution Amounts, plus amounts credited or debited on such amounts pursuant to Section 3.7, in accordance with the vesting schedule(s) set forth in his or her employment agreement or any other agreement entered into between the Participant and his or her Employer.

(c) A Participant shall be vested in the portion of his or her Account Balance attributable to any Company Restoration Matching Amounts, plus amounts credited or debited on such amounts pursuant to Section 3.7, only to the extent that the Participant would be vested in such amounts under the provisions of the 401(k) Plan, as determined by the Committee in its sole discretion.

(d) Notwithstanding anything to the contrary contained in Sections 3.6(a)-(c), in the event of a Change in Control, or upon a Participant’s Disability, Separation from Service on or after qualifying for Retirement, or death prior to Separation from Service, any amounts that are not vested in accordance with Sections 3.6(b) or 3.6(c) above, shall immediately become 100% vested.

(e) Notwithstanding subsection 3.6(d) above, the vesting schedules described in Sections 3.6(b) or 3.6(c) above shall not be accelerated upon a Change in Control to the extent that the Committee determines that such acceleration would cause the deduction limitations of Section 280G of the Code to become effective. In the event of such a determination, the Participant may request independent verification of the Committee’s calculations with respect to the application of Section 280G. In such case, the Committee must provide to the Participant within 90 days of such a request an opinion from a nationally recognized accounting firm selected by the Participant (the “Accounting Firm”). The opinion shall state the Accounting Firm’s opinion that any limitation in the vested percentage hereunder is necessary to avoid the limits of Section 280G and contain supporting calculations. The cost of such opinion shall be paid for by the Company. This Section 3.6(e) shall not prevent the acceleration of the vesting schedules described in Sections 3.6(b) and 3.6(c) if such Participant is entitled to a “gross-up” payment, to eliminate the effect of the Code section 4999 excise tax, pursuant to his or her employment agreement or other agreement entered into between such Participant and the Employer.

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3.7 Crediting/Debiting of Account Balances. In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant’s Account Balance in accordance with the following rules:

(a) Measurement Funds. The Participant may elect one or more of the measurement funds selected by the Committee, in its sole discretion, which are based on certain mutual funds (the “Measurement Funds”), for the purpose of crediting or debiting additional amounts to his or her Account Balance. As necessary, the Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund. Each such action will take effect at any time designated by the Committee, provided that the Participants are given at least 30 days advance written notice of such change.

(b) Election of Measurement Funds. A Participant, in connection with his or her initial deferral election in accordance with Section 3.2 above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.7(a) above) to be used to determine the amounts to be credited or debited to his or her Account Balance. If a Participant does not elect any of the Measurement Funds as described in the previous sentence, the Participant’s Account Balance shall automatically be allocated into the lowest-risk Measurement Fund, as determined by the Committee, in its sole discretion. The Participant may (but is not required to) elect, by submitting an Election Form to the Committee that is accepted by the Committee, to add or delete one or more Measurement Fund(s) to be used to determine the amounts to be credited or debited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund. If an election is made in accordance with the previous sentence, it shall apply as of the first business day deemed reasonably practicable by the Committee, in its sole discretion, and shall continue thereafter for each subsequent day in which the Participant participates in the Plan, unless changed in accordance with the previous sentence. Notwithstanding the foregoing, the Committee, in its sole discretion, may impose limitations on the frequency with which one or more of the Measurement Funds elected in accordance with this Section 3.7(b) may be added or deleted by such Participant; furthermore, the Committee, in its sole discretion, may impose limitations on the frequency with which the Participant may change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund.

(c) Proportionate Allocation. In making any election described in Section 3.7(b) above, the Participant shall specify on the Election Form, in increments of one percent (1%), the percentage of his or her Account Balance or Measurement Fund, as applicable, to be allocated/reallocated.

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(d) Crediting or Debiting Method. The performance of each Measurement Fund (either positive or negative) will be determined on a daily basis based on the manner in which such Participant’s Account Balance has been hypothetically allocated among the Measurement Funds by the Participant.

(e)  No Actual Investment. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant’s election of any such Measurement Fund, the allocation of his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund. In the event that the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the investments on which the Measurement Funds are based, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company.

3.8 FICA and Other Taxes.

(a) Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Salary and/or Bonus that is not being deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such Annual Deferral Amount. If necessary, the Committee may reduce the Annual Deferral Amount in order to comply with this Section 3.8.

(b) Company Restoration Matching Amounts and Company Contribution Amounts. When a Participant becomes vested in a portion of his or her Account Balance attributable to any Company Restoration Matching Amounts and/or Company Contribution Amounts, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Salary and/or Bonus that is not deferred, in a manner determined by the Employer (s), the Participant’s share of FICA and other employment taxes on such amounts. If necessary, the Committee may reduce the vested portion of the Participant’s Company Restoration Matching Amount or Company Contribution Amount, as applicable, in order to comply with this Section 3.8.

(c) Distributions. The Participant’s Employer(s), or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or the trustee of the Trust, in connection with such payments, in

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amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust.

ARTICLE 4

Scheduled Distribution; Unforeseeable Emergencies

4.1 Scheduled Distributions. In connection with each election to defer an Annual Deferral Amount, a Participant may elect to receive all or a portion of such Annual Deferral Amount, plus amounts credited or debited on that amount pursuant to Section 3.7, in the form of a lump sum payment, calculated as of the close of business on or around the Benefit Distribution Date designated by the Participant in accordance with this Section (a “Scheduled Distribution”).

The Benefit Distribution Date for the amount subject to a Scheduled Distribution election shall be the first day of any Plan Year designated by the Participant, which may be no sooner than 3 Plan Years after the end of the Plan Year to which the Participant’s deferral election relates, unless otherwise provided on an Election Form approved by the Committee.

Subject to the other terms and conditions of this Plan, each Scheduled Distribution elected shall be paid out during a 60 day period commencing immediately after the Benefit Distribution Date. By way of example, if a Scheduled Distribution is elected for Annual Deferral Amounts that are earned in the Plan Year commencing January 1, 2019, and a Benefit Distribution Date designated by a Participant is January 1, 2023, the Scheduled Distribution would be paid out during the 60 day period commencing immediately after such January 1, 2023.

4.2 Postponing Scheduled Distributions. A Participant may elect to postpone a Scheduled Distribution described in Section 4.1 above, and have such amount paid out during a 60 day period commencing immediately after an allowable alternative Benefit Distribution Date designated in accordance with this Section 4.2. In order to make such an election, the Participant must submit an Election Form to the Committee in accordance with the following criteria:

(a) The election of the new Benefit Distribution Date shall have no effect until at least 12 months after the date on which the election is made;

(b) The new Benefit Distribution Date selected by the Participant for such Scheduled Distribution must be the first day of a Plan Year that is no sooner than 5 years after the previously designated Benefit Distribution Date; and

(c) The election must be made at least 12 months prior to the Participant’s previously designated Benefit Distribution Date for such Scheduled Distribution.

For purposes of applying the provisions of this Section 4.2, a Participant’s election to postpone a Scheduled Distribution shall not be considered to be made until the date on

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which the election becomes irrevocable. Such an election shall become irrevocable no later than the date that is 12 months prior to the Participant’s previously designated Benefit Distribution Date for such Scheduled Distribution.

4.3 Other Benefits Take Precedence Over Scheduled Distributions. Should an event occur prior to any Benefit Distribution Date designated for a Scheduled Distribution that would trigger a benefit under Articles 5 through 9, as applicable, all amounts subject to a Scheduled Distribution election shall be paid in accordance with the other applicable provisions of the Plan and not in accordance with this Article 4.

4.4 Unforeseeable Emergencies.

(a) If a Participant experiences an Unforeseeable Emergency prior to the occurrence of a distribution event described in Articles 5 through 9, as applicable, the Participant may petition the Committee to receive a partial or full payout from the Plan. The payout, if any, from the Plan shall not exceed the lesser of (i) the Participant’s vested Account Balance, calculated as of the close of business on or around the Benefit Distribution Date for such payout, as determined by the Committee in accordance with provisions set forth below, or (ii) the amount necessary to satisfy the Unforeseeable Emergency, plus amounts necessary to pay Federal, state, or local income taxes or penalties reasonably anticipated as a result of the distribution. A Participant shall not be eligible to receive a payout from the Plan to the extent that the Unforeseeable Emergency is or may be relieved (A) through reimbursement or compensation by insurance or otherwise, (B) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (C) by cessation of deferrals under this Plan.

If the Committee, in its sole discretion, approves a Participant’s petition for payout from the Plan, the Participant’s Benefit Distribution Date for such payout shall be the date on which such Committee approval occurs, and such payout shall be distributed to the Participant in a lump sum no later than 60 days after such Benefit Distribution Date. In addition, in the event of such approval the Participant’s outstanding deferral elections under the Plan shall be cancelled.

(b) A Participant’s deferral elections under this Plan shall also be cancelled to the extent the Committee determines that such action is required for the Participant to obtain a hardship distribution from an Employer’s 401(k) Plan pursuant to Treas. Reg. §1.401(k)-1(d)(3).

ARTICLE 5

Change in Control Benefit

5.1 Change in Control Benefit. A Participant, in connection with his or her commencement of participation in the Plan, shall have an opportunity to irrevocably elect to receive his or her vested Account Balance in the form of a lump sum payment in the event that a

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Change in Control occurs prior to the Participant’s Separation from Service, Disability or death (the “Change in Control Benefit”). The Benefit Distribution Date for the Change in Control Benefit, if any, shall be the date on which the Change in Control occurs.

If a Participant elects not to receive a Change in Control Benefit, or fails to make an election in connection with his or her commencement of participation in the Plan, the Participant’s Account Balance shall be paid in accordance with the other applicable provisions of the Plan.

For the avoidance of doubt, an individual who was a Participant as of [November 3, 2018] shall not be eligible to make an additional election under this Section 5.1.

5.2 Payment of Change in Control Benefit. The Change in Control Benefit, if any, shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Committee, and paid to the Participant no later than 60 days after the Participant’s Benefit Distribution Date.

ARTICLE 6

Retirement Benefit

6.1 Retirement Benefit. If a Participant experiences a Separation from Service that qualifies as a Retirement, the Participant shall be eligible to receive his or her vested Account Balance in either a lump sum or annual installment payments, as elected by the Participant in accordance with Section 6.2 (the “Retirement Benefit”). A Participant’s Retirement Benefit shall be calculated as of the close of business on or around the applicable Benefit Distribution Date for such benefit, which shall be (i) the first day after the end of the 6-month period immediately following the date on which the Participant experiences such Separation from Service if the Participant is a Specified Employee, and (ii) for all other Participants, the date on which the Participant experiences a Separation from Service; provided, however, if a Participant changes the form of distribution for one or more Annual Accounts in accordance with Section 6.2(b), the Benefit Distribution Date for the Annual Account(s) subject to such change shall be determined in accordance with Section 6.2(b).

6.2 Payment of Retirement Benefit.

(a) In connection with a Participant’s election to defer an Annual Deferral Amount, the Participant shall elect the form in which his or her Annual Account for such Plan Year will be paid. The Participant may elect to receive each Annual Account in the form of a lump sum or pursuant to the Annual Installment Method.A Participant electing the Annual Installment Method may elect a specified whole number of annual installment payments provided, however, that the specified number is at least two (2) and no greater than fifteen (15). If a Participant does not make an election with respect to the form in which the payment of an Annual Accountis to be made or if such election is invalid under the Plan, the Annual Account shall be paid in a single lump sum payment.

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(b) A Participant may change the form of payment for an Annual Account by submitting an Election Form to the Committee in accordance with the following criteria:

(i) The election shall not take effect until at least 12 months after the date on which the election is made;

(ii) The new Benefit Distribution Date for such Annual Account shall be 5 years after the Benefit Distribution Date that would otherwise have been applicable to such Annual Account; and

(iii) The election must be made at least 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to such Annual Account.

For purposes of applying the provisions of this Section 6.2(b), a Participant’s election to change the form of payment for an Annual Account shall not be considered to be made until the date on which the election becomes irrevocable. Such an election shall become irrevocable no later than the date that is 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to such Annual Account. Subject to the requirements of this Section 6.2(b), the Election Form most recently accepted by the Committee that has become effective for an Annual Account shall govern the form of payout of such Annual Account.

(c) The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the applicable Benefit Distribution Date. Remaining installments, if any, shall continue in accordance with the Participant’s election for each Annual Account and shall be paid no later than 60 days after each anniversary of the Benefit Distribution Date.

ARTICLE 7

Termination Benefit

7.1 Termination Benefit. If a Participant experiences a Separation from Service that does not qualify as a Retirement, the Participant shall be eligible to receive his or her vested Account Balance in either a lump sum or annual installment payments, as elected by the Participant in accordance with Section 7.2 (the “Termination Benefit”). A Participant’s Termination Benefit shall be calculated as of the close of business on or around the applicable Benefit Distribution Date for such benefit, which shall be (i) the first day after the end of the 6-month period immediately following the date on which the Participant experiences such Separation from Service if the Participant is a Specified Employee, and (ii) for all other Participants, the date on which the Participant experiences a Separation from Service; provided, however, if a Participant changes the form of distribution for one or more Annual Accounts in accordance with Section 7.2(b), the Benefit Distribution

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Date for the Annual Account(s) subject to such change shall be determined in accordance with Section 7.2(b).

7.2 Payment of Termination Benefit.

(a) In connection with a Participant’s election to defer an Annual Deferral Amount, the Participant shall elect the form in which his or her Annual Account for such Plan Year will be paid. The Participant may elect to receive each Annual Account in the form of a lump sum or pursuant to the Annual Installment Method over a two-year period or a three-year period. If a Participant does not make any election with respect to the payment of an Annual Account, then the Participant shall be deemed to have elected to receive such Annual Account as a lump sum.

(b) A Participant may change the form of payment for an Annual Account by submitting an Election Form to the Committee in accordance with the following criteria:

(i) The election shall not take effect until at least 12 months after the date on which the election is made;

(ii) The new Benefit Distribution Date for such Annual Account shall be 5 years after the Benefit Distribution Date that would otherwise have been applicable to such Annual Account; and

(iii) The election must be made at least 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to such Annual Account.

For purposes of applying the provisions of this Section 7.2(b), a Participant’s election to change the form of payment for an Annual Account shall not be considered to be made until the date on which the election becomes irrevocable. Such an election shall become irrevocable no later than the date that is 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to such Annual Account. Subject to the requirements of this Section 6.2(b), the Election Form most recently accepted by the Committee that has become effective for an Annual Account shall govern the form of payout of such Annual Account.

(c) The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the applicable Benefit Distribution Date. Remaining installments, if any, shall continue in accordance with the Participant’s election for each Annual Account and shall be paid no later than 60 days after each anniversary of the Benefit Distribution Date.

ARTICLE 8

Disability Benefit

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8.1 Disability Benefit. If a Participant becomes Disabled prior to the occurrence of a distribution event described in Articles 5 through 7, as applicable, the Participant shall be eligible to receive his or her vested Account Balance in either a lump sum or annual installment payments, as elected by the Participant in accordance with Section 8.2 (the “Disability Benefit”). A Participant’s Disability Benefit shall be calculated as of the close of business on or around the applicable Benefit Distribution Date for such benefit, which shall be the date on which the Participant becomes Disabled provided, however, if a Participant changes the form of distribution for the Disability Benefit in accordance with Section 8.2(b), the Benefit Distribution Date for the Disability Benefit subject to such change shall be determined in accordance with Section 8.2(b).

8.2 Payment of Disability Benefit.

(a) In connection with a Participant's initial commencement of participation in the Plan, the Participant shall elect the form in which his or her Disability Benefit will be paid. The Participant may elect to receive his or her Disability Benefit in the form of a lump sum, or pursuant to the Annual Installment Method. A Participant electing the Annual Installment Method may elect a specified whole number of annual installment payments provided, however, that the specified number is at least two (2) and no greater than fifteen (15). If a Participant does not make an election with respect to the form in which the payment of the Disability Benefit is to be made or if such election is invalid under the Plan, the Disability Benefit shall be paid in a single lump sum payment.

(b) A Participant may change the form of payment for the Disability Benefit by submitting an Election Form to the Committee; provided that the election shall not take effect until at least 12 months after the date on which the election is made. For purposes of applying the provisions of this Section 8.2, a Participant’s election to change the form of payment for the Disability Benefit shall not be considered to be made until the date on which the election becomes irrevocable. Such an election shall become irrevocable no later than the date that is 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to the Participant’s Disability Benefit. Subject to the requirements of this Section 8.2, the Election Form most recently accepted by the Committee that has become effective shall govern the form of payout of the Participant’s Disability Benefit.

(c) The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the Participant’s Benefit Distribution Date. Remaining installments, if any, shall be paid no later than 60 days after each anniversary of the Participant’s Benefit Distribution Date.

ARTICLE 9

Death Benefit

9.1 Death Benefit. In the event of a Participant’s death prior to the complete distribution of his or her vested Account Balance, the Participant’s Beneficiary(ies) shall be eligible to

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receive the Participant’s vested Account Balance (the “Death Benefit”) in either a lump sum or annual installment payments, if elected by a Participant described in Section 9.2(b) and in accordance with its terms. A Participant described in Section 9.2(a) shall receive the Participant's vested Account Balance as a lump sum. A Participant’s Death Benefit shall be calculated as of the close of business on or around the applicable Benefit Distribution Date for such benefit, which shall be the date on which the Committee is provided with proof that is satisfactory to the Committee of the Participant’s death; provided, however, if a Participant changes the form of distribution for the Death Benefit in accordance with Section 9.2(b)(ii), the Benefit Distribution Date for the Death Benefit shall be determined in accordance with Section 9.2(b)(ii).

9.2 Payment of Death Benefit.

(a) A Participant who commenced participating in the Plan on or after the effective date of its most recent restatement shall have his or her Death Benefits paid in a lump sum no later than 60 days after the Participant's Benefit Distribution Date.

(b) The following rules shall apply with respect to Participants not described in Section 9.2(a):

(i) In connection with the commencement of Plan participation, a Participant was required to elect the form in which his or her Death Benefit was paid. The Participant could elect to receive the Death Benefit in a lump sum or pursuant to the Annual Installment Method. A Participant electing the Annual Installment Method was permitted to elect a specified whole number of annual installment payments provided, however, that the specified number was at least two (2) and no greater than fifteen (15). If a Participant does not make an election with respect to the form in which the payment of the Death Benefit is to be made or if such election is invalid under the Plan, such Participant shall be deemed to have elected to receive the Death Benefit as a single lump sum payment.

(ii) A Participant may change the form of payment for the Death Benefit he or she elected (or, if an invalid election or no election was made, was deemed to have elected) by submitting an Election Form to the Committee; provided that the election shall not take effect until at least 12 months after the date on which the election is made. For purposes of applying the provisions of this Section 9.2(b), a Participant’s election to change the form of payment for the Death Benefit shall not be considered to be made until the date on which the election becomes irrevocable. Such an election shall become irrevocable no later than the date that is 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to the Participant’s Death Benefit. Subject to the requirements of this Section 9.2(b), the Election Form most recently accepted by the Committee that has become effective shall govern the form of payout of the Participant’s Death Benefit.

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(iii) The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the Participant’s Benefit Distribution Date. Remaining installments, if any, shall be paid no later than 60 days after each anniversary of the Participant’s Benefit Distribution Date.

ARTICLE 10

Beneficiary Designation

10.1 Beneficiary. Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates.

10.2 Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee’s rules and procedures, as in effect from time to time. If the Participant names someone other than his or her spouse as a Beneficiary, the Committee may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Committee, executed by such Participant’s spouse and returned to the Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death.

10.3 Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent.

10.4 No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided in Sections 10.1, 10.2 and 10.3 above or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant’s estate.

10.5 Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participant’s Employer to withhold such payments until this matter is resolved to the Committee’s satisfaction.

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10.6 Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant’s Plan Agreement (if any) shall terminate upon such full payment of benefits.

ARTICLE 11

Leave of Absence

11.1 Paid Leave of Absence. If a Participant is authorized by the Participant’s Employer to take a paid leave of absence from the employment of the Employer, and such leave of absence does not constitute a Separation from Service, (a) the Participant shall continue to be considered eligible for the benefits provided under the Plan, and (b) the Annual Deferral Amount shall continue to be withheld during such paid leave of absence in accordance with Section 3.3.

11.2 Unpaid Leave of Absence. If a Participant is authorized by the Participant’s Employer to take an unpaid leave of absence from the employment of the Employer for any reason, and such leave of absence does not constitute a Separation from Service, such Participant shall continue to be eligible for the benefits provided under the Plan. During the unpaid leave of absence, the Participant shall not be allowed to make any additional deferral elections. However, if the Participant returns to employment, the Participant may elect to defer an Annual Deferral Amount for the Plan Year following his or her return to employment and for every Plan Year thereafter while a Participant in the Plan, provided such deferral elections are otherwise allowed and an Election Form is delivered to and accepted by the Committee for each such election in accordance with Section 3.2 above.

ARTICLE 12

Termination of Plan, Amendment or Modification

12.1 Termination of Plan. Although each Employer anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that any Employer will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, each Employer reserves the right to terminate the Plan with respect to all of its Participants. In the event of a Plan termination no new deferral elections shall be permitted for the affected Participants and such Participants shall no longer be eligible to receive new company contributions. However, after the Plan termination the Account Balances of such Participants shall continue to be credited with Annual Deferral Amounts attributable to a deferral election that was in effect prior to the Plan termination to the extent deemed necessary to comply with Code Section 409A and related Treasury Regulations, and additional amounts shall continue to credited or debited to such Participants’ Account Balances pursuant to Section 3.7. The Measurement Funds available to Participants following the termination of the Plan shall be comparable in number and type to those Measurement Funds available to Participants in the Plan Year preceding the Plan Year in which the Plan termination is effective. In addition, following a Plan termination, Participant Account Balances shall remain in the Plan and shall not be distributed until such amounts become eligible for distribution in accordance with the other applicable

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provisions of the Plan. Notwithstanding the preceding sentence, to the extent permitted by Treas. Reg. §1.409A-3(j)(4)(ix), the Employer may provide that upon termination of the Plan, all Account Balances of the Participants shall be distributed, subject to and in accordance with any rules established by such Employer deemed necessary to comply with the applicable requirements and limitations of Treas. Reg. §1.409A-3(j)(4)(ix).

12.2 Amendment. Any Employer may, at any time, amend or modify the Plan in whole or in part with respect to that Employer. Notwithstanding the foregoing, (i) no amendment or modification shall be effective to decrease the value of a Participant’s vested Account Balance in existence at the time the amendment or modification is made, and (ii) no amendment or modification of this Section 12.2 or Section 13.2 of the Plan shall be effective unless and until two-thirds (²/3) of Participants with an Account Balance in the Plan as of the date of such proposed amendment or modification provide prior written consent in a time and manner determined by the Committee.

12.3 Plan Agreement. Despite the provisions of Sections 12.1, if a Participant’s Plan Agreement contains benefits or limitations that are not in this Plan document, the Employer may only amend or terminate such provisions with the written consent of the Participant.

12.4 Effect of Payment. The full payment of the Participant’s vested Account Balance in accordance with the applicable provisions of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan, and the Participant’s Plan Agreement (if any) shall terminate.

ARTICLE 13

Administration

13.1 Committee Duties. Except as otherwise provided in this Article 13, this Plan shall be administered by a Committee, which shall consist of the Board, or such committee as the Board shall appoint. Members of the Committee may be Participants under this Plan. The Committee shall also have the discretion and authority to (a) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan, and (b) decide or resolve any and all questions, including benefit entitlement determinations and interpretations of this Plan, as may arise in connection with the Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company.

13.2. Administration Upon Change In Control. Within 120 days following a Change in Control, the individuals who comprised the Committee immediately prior to the Change in Control (whether or not such individuals are members of the Committee following the Change in Control) may, by written consent of the majority of such individuals, appoint an independent third party administrator (the “Administrator”) to perform any or all of the Committee’s duties described in Section 13.1 above, including without limitation, the

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power to determine any questions arising in connection with the administration or interpretation of the Plan, and the power to make benefit entitlement determinations. Upon and after the effective date of such appointment, (a) the Company must pay all reasonable administrative expenses and fees of the Administrator, and (b) the Administrator may only be terminated with the written consent of the majority of Participants with an Account Balance in the Plan as of the date of such proposed termination.

13.3 Agents. In the administration of this Plan, the Committee or the Administrator, as applicable, may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel.

13.4 Binding Effect of Decisions. The decision or action of the Committee or Administrator, as applicable, with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

13.5 Indemnity of Committee. All Employers shall indemnify and hold harmless the members of the Committee, any Employee to whom the duties of the Committee may be delegated, and the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, any of its members, any such Employee or the Administrator.

13.6 Employer Information. To enable the Committee and/or Administrator to perform its functions, the Company and each Employer shall supply full and timely information to the Committee and/or Administrator, as the case may be, on all matters relating to the Plan, the Trust, the Participants and their Beneficiaries, the Account Balances of the Participants, the compensation of its Participants, the date and circumstances of the Separation from Service, Disability or death of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require.

ARTICLE 14

Other Benefits and Agreements

14.1 Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant’s Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

ARTICLE 15

Claims Procedures

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15.1 Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

15.2 Notification of Decision. The Committee shall consider a Claimant’s claim within a reasonable time, but no later than 90 days after receiving the claim. If the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 90 day period. In no event shall such extension exceed a period of 90 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the benefit determination. The Committee shall notify the Claimant in writing:

(a) That the Claimant’s requested determination has been made, and that the claim has been allowed in full; or

(b) That the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i) The specific reason(s) for the denial of the claim, or any part of it;

(ii) Specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

(iii) A description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary;

(iv) An explanation of the claim review procedure set forth in Section 15.3 below; and

(v) A statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

15.3 Review of a Denied Claim. On or before 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. The Claimant (or the Claimant’s duly authorized representative):

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(a) May, upon request and free of charge, have reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claim for benefits;

(b) May submit written comments or other documents; and/or

(c) May request a hearing, which the Committee, in its sole discretion, may grant.

15.4 Decision on Review. The Committee shall render its decision on review promptly, and no later than 60 days after the Committee receives the Claimant’s written request for a review of the denial of the claim. If the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 60 day period. In no event shall such extension exceed a period of 60 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the benefit determination. In rendering its decision, the Committee shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The decision must be written in a manner calculated to be understood by the Claimant, and it must contain:

(a) Specific reasons for the decision;

(b) Specific reference(s) to the pertinent Plan provisions upon which the decision was based;

(c) A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and

(d) A statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).

15.5 Legal Action. A Claimant’s compliance with the foregoing provisions of this Article 15 is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under this Plan.

ARTICLE 16

Trust

16.1 Establishment of the Trust. In order to provide assets from which to fulfill its obligations to the Participants and their Beneficiaries under the Plan, the Company may establish a trust by a trust agreement with a third party, the trustee, to which each

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Employer may, in its discretion, contribute cash or other property, including securities issued by the Company, to provide for the benefit payments under the Plan (the “Trust”).

16.2 Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan Agreement (if any) shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all times remain liable to carry out its obligations under the Plan.

16.3 Distributions From the Trust. Each Employer’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer’s obligations under this Plan.

ARTICLE 17

Miscellaneous

17.1 Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted (a) to the extent possible in a manner consistent with the intent described in the preceding sentence, and (b) in accordance with Code Section 409A and related Treasury guidance and Regulations.

17.2 Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of an Employer. For purposes of the payment of benefits under this Plan, any and all of an Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. An Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

17.3 Employer’s Liability. An Employer’s liability for the payment of benefits shall be defined only by the Plan and the Plan Agreement (if any), as entered into between the Employer and a Participant. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Plan Agreement.

17.4 Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a

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Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.

17.5 Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer, either as an Employee or a Director, or to interfere with the right of any Employer to discipline or discharge the Participant at any time.

17.6 Furnishing Information. A Participant or his or her Beneficiary will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.

17.7 Terms. Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

17.8 Captions. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

17.9 Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Delaware without regard to its conflicts of laws principles.

17.10 Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

Tetra Tech, Inc.

3475 E. Foothill Boulevard

Pasadena, CA 91107

Attention: Deferred Compensation Plan Administrator

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

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Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

17.11 Successors. The provisions of this Plan shall bind and inure to the benefit of the Participant’s Employer and its successors and assigns and the Participant and the Participant’s designated Beneficiaries.

17.12 Spouse’s Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

17.13 Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

17.14 Incompetent. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

17.15 Domestic Relations Orders. If necessary to comply with a domestic relations order, as defined in Code Section 414(p)(1)(B), pursuant to which a court has determined that a spouse or former spouse of a Participant has an interest in the Participant’s benefits under the Plan, the Committee shall have the right to immediately distribute the spouse’s or former spouse’s interest in the Participant’s benefits under the Plan to such spouse or former spouse.

17.16 Distribution in the Event of Income Inclusion Under Code Section 409A. If any portion of a Participant’s Account Balance under this Plan is required to be included in income by the Participant prior to receipt due to a failure of this Plan to comply with the requirements of Code Section 409A and related Treasury Regulations, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of (i) the portion of his or her Account Balance required to be included in income as a result of the failure of the Plan to comply with the requirements of Code Section 409A and related Treasury Regulations, or (ii) the unpaid vested Account Balance.

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17.17 Deduction Limitation on Benefit Payments. If an Employer would otherwise be permitted to receive a deduction with respect to any distribution from this Plan and the Employer reasonably anticipates that the Employer’s deduction would be limited or eliminated by application of Code Section 162(m), then to the extent permitted by Treas. Reg. §1.409A-2(b)(7)(i), payment shall be delayed as deemed necessary to ensure that the entire amount of any distribution from this Plan is deductible. Any amounts for which distribution is delayed pursuant to this Section shall continue to be credited/debited with additional amounts in accordance with Section 3.7. The delayed amounts (and any amounts credited thereon) shall be distributed to the Participant (or his or her Beneficiary in the event of the Participant’s death) at the earliest date the Employer reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m). In the event that such date is determined to be after a Participant’s Separation from Service and the Participant to whom the payment relates is determined to be a Specified Employee, then to the extent deemed necessary to comply with Treas. Reg. §1.409A-3(i)(2), the delayed payment shall not made before the end of the six-month period following such Participant’s Separation from Service.

IN WITNESS WHEREOF, the Company has signed this Plan document as of the 26^th day of February, 2020.

Company

Tetra Tech, Inc.,

a Delaware corporation

By: /s/ P. HOPSON

P. Hopson

Senior Vice President

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EX-31.1

Exhibit 31.1

Chief Executive Officer Certification Pursuant to

Rule 13a-14(a)/15d-14(a)

I, Dan L. Batrack, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Tetra Tech, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  May 1, 2020 

/s/ Dan L. Batrack

Dan L. Batrack

Chairman, Chief Executive Officer and President

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Chief Financial Officer Certification Pursuant to

Rule 13a-14(a)/15d-14(a)

I, Steven M. Burdick, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Tetra Tech, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  May 1, 2020 

/s/ Steven M. Burdick

Steven M. Burdick

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer Pursuant to

Section 1350

In connection with the Quarterly Report of Tetra Tech, Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 29, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dan L. Batrack, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.The Report fully complies with requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Dan L. Batrack

Dan L. Batrack

Chairman, Chief Executive Officer and President

May 1, 2020

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Tetra Tech, Inc. and will be retained by Tetra Tech, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-Q and shall not be considered filed as part of the Form 10-Q.

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer Pursuant to

Section 1350

In connection with the Quarterly Report of Tetra Tech, Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 29, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven M. Burdick, Chief Financial Officer and Treasurer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.The Report fully complies with requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Steven M. Burdick

Steven M. Burdick

Chief Financial Officer

May 1, 2020

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Tetra Tech, Inc. and will be retained by Tetra Tech, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-Q and shall not be considered filed as part of the Form 10-Q.

EX-95

Exhibit 95

MINE SAFETY DISCLOSURES

The following table shows, for each project performed at U.S. mines that is subject to the Federal Mine Safety and Health Act of 1977 (“MSHA”), the information required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K. Section references are to sections of MSHA.

3 Month Period Ending March 29, 2020	Delaney Crushed Stone Products, Inc.	American Environmental Group Ltd.
Alleged violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard (#)	0	0
Section 104(b) orders (#)	0	0
Section 104(d) citations and orders (#)	0	0
Section 110(b)(2) violations (#)	0	0
Section 107(a) orders (#)	0	0
Proposed assessments under MSHA ($) whole dollars	0	0
Mining-related fatalities (#)	0	0
Section 104(e) notice	0	0
Notice of the potential for a pattern of violations under Section 104(e)	0	0
Legal actions before the Federal Mine Safety and Health Review Commission (“FMSHRC”) initiated (#)	0	0
Legal actions before the FMSHRC resolved	0	0
Legal actions pending before the FMSHRC, end of period	—	—
Contests of citations and orders reference in Subpart B of 29 CFR Part 2700	0	0
Contests of proposed penalties referenced in Subpart C of 29 CFR Part 2700 (#)	0	0
Complaints for compensation referenced in Subpart D of 29 CFR Part 2700 (#)	0	0
Complaints of discharge, discrimination or interference reference in Subpart E of 29 CFR Part 2700 (#)	0	0
Applications for temporary relief referenced in Subpart F of 29 CFR Part 2700 (#)	0	0
Appeals of judges’ decisions or orders reference in Subpart H of 29 CFR Part 2700 (#)	0	0
Total pending legal actions (#)	0	0

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Revenue and Contract Balances

6 Months Ended

Mar. 29, 2020

Revenue from Contract with Customer [Abstract]

Revenue and Contract Balances

Revenue and Contract Balances

Disaggregation of Revenue

        We disaggregate revenue by client sector and contract type, as we believe it best depicts how the nature, timing, and uncertainty of revenue and cash flows are affected by economic factors. The following tables provide information about disaggregated revenue:

	Three Months Ended				Six Months Ended
	March 29, 2020		March 31, 2019		March 29, 2020		March 31, 2019
	(in thousands)
Client Sector:
U.S. state and local government	$	102,260	$	129,868	$	224,616	$	253,147
U.S. federal government (1)	243,261		216,498		488,564		441,256
U.S. commercial	162,198		165,970		345,169		338,758
International (2)	226,414		210,285		473,407		406,891
Total	$	734,133	$	722,621	$	1,531,756	$	1,440,052
Contract Type:
Fixed-price	$	255,613	$	247,831	$	526,668	$	488,764
Time-and-materials	350,618		345,626		738,776		682,163
Cost-plus	127,902		129,164		266,312		269,125
Total	$	734,133	$	722,621	$	1,531,756	$	1,440,052

⁽¹⁾     Includes revenue generated under U.S. federal government contracts performed outside the United States.

⁽²⁾ Includes revenue generated from foreign operations, primarily in Canada, Australia and the United Kingdom, and revenue generated from non-U.S. clients.

        Other than the U.S. federal government, no single client accounted for more than 10% of our revenue for the three and six months ended March 29, 2020 and March 31, 2019.

Contract Assets and Contract Liabilities

We invoice customers based on the contractual terms of each contract. However, the timing of revenue recognition may differ from the timing of invoice issuance.

Contract assets represent revenue recognized in excess of the amounts for which we have the contractual right to bill our customers. Such amounts are recoverable from customers based upon various measures of performance, including achievement of certain milestones or completion of a contract. In addition, many of our time and materials arrangements are billed in arrears pursuant to contract terms that are standard within the industry, resulting in contract assets and/or unbilled receivables being recorded, as revenue is recognized in advance of billings.

Contract liabilities consist of billings in excess of revenue recognized. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation and increase as billings in advance of revenue recognition occur. Contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. There were no substantial non-current contract assets or liabilities for the periods presented. Net contract assets/liabilities consisted of the following:

	Balance at
	March 29, 2020		September 29, 2019
	(in thousands)
Contract assets (1)	$	109,166	$	114,324
Contract liabilities	(189,741)		(165,611)
Net contract liabilities	$	(80,575)	$	(51,287)

⁽¹⁾     Includes $25.5 million and $26.5 million of contract retentions as of March 29, 2020 and September 29, 2019, respectively.

        Revenue recognized in the first half of fiscal 2020 from amounts included in contract liabilities at the beginning of the period was approximately $105 million (approximately $74 million in the first half of fiscal 2019.)

        We recognize revenue primarily using the cost-to-cost measure of progress method, which involves the estimates of progress towards completion. Changes in those estimates could result in the recognition of cumulative catch-up adjustments to the contract’s inception-to-date revenue, costs and profit in the period in which such changes are made. As a result, we recognized net unfavorable operating income adjustments of $2.8 million in the second quarter and first half of fiscal 2020. These adjustments to our operating income in the first half of fiscal 2019 were immaterial. Changes in revenue and cost estimates could also result in a projected loss, determined at the contract level, which would be recorded immediately in earnings. As of March 29, 2020 and September 29, 2019, our consolidated balance sheets included liabilities for anticipated losses of $14.6 million and $11.5 million, respectively. The estimated cost to complete the related contracts as of March 29, 2020 was approximately $57 million.

Accounts Receivable, Net

Net accounts receivable consisted of the following:

	Balance at
	March 29, 2020		September 29, 2019
	(in thousands)
Billed	$	438,029	$	522,256
Unbilled	279,440		300,035
Total accounts receivable	717,469		822,291
Allowance for doubtful accounts	(56,890)		(53,571)
Total accounts receivable, net	$	660,579	$	768,720

        Billed accounts receivable represent amounts billed to clients that have not been collected. Unbilled accounts receivable, which represent an unconditional right to payment subject only to the passage of time, include unbilled amounts typically resulting from revenue recognized but not yet billed pursuant to contract terms or billed after the period end date. Most of our unbilled receivables at March 29, 2020 are expected to be billed and collected within 12 months. The allowance for doubtful accounts represents amounts that are expected to become uncollectible or unrealizable in the future. We determine an estimated allowance for uncollectible accounts based on management's consideration of trends in the actual and forecasted credit quality of our clients, including delinquency and payment history; type of client, such as a government agency or a commercial sector client; and general economic and industry conditions, including the potential impacts of the coronavirus disease 2019 ("COVID-19") pandemic, that may affect our clients' ability to pay.

        Total accounts receivable at March 29, 2020 and September 29, 2019 included approximately $14 million and $15 million, respectively, related to claims, including requests for equitable adjustment, on contracts that provide for price redetermination. We regularly evaluate all unsettled claim amounts and record appropriate adjustments to operating earnings when it is probable that the claim will result in a different contract value than the amount previously estimated. We recorded no material gains or losses related to claims in the first half of fiscal 2020. In the first half of fiscal 2019 (all in the second quarter), we recognized reductions of revenue of $4.8 million and $3.6 million and related losses in operating income of $5.9 million and

$3.6 million in our Remediation and Construction Management ("RCM") and Commercial/International Services Group ("CIG") segments, respectively.

No single client accounted for more than 10% of our accounts receivable at March 29, 2020 and September 29, 2019.

Remaining Unsatisfied Performance Obligations (“RUPOs”)

Our RUPOs represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. We had $3.0 billion of RUPOs as of March 29, 2020. RUPOs increase with awards from new contracts or additions on existing contracts and decrease as work is performed and revenue is recognized on existing contracts. RUPOs may also decrease when projects are canceled or modified in scope. We include a contract within our RUPOs when the contract is awarded and an agreement on contract terms has been reached.

We expect to satisfy our RUPOs as of March 29, 2020 over the following periods:

	Amount
	(in thousands)
Within 12 months	$	1,716,973
Beyond	1,255,124
Total	$	2,972,097

Although RUPOs reflect business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. RUPOs are adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate. Our operations and maintenance contracts can generally be terminated by the clients without a substantive financial penalty. Therefore, the remaining performance obligations on such contracts are limited to the notice period required for the termination (usually 30, 60, or 90 days).

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Stock Repurchase and Dividends

6 Months Ended

Mar. 29, 2020

Stock Repurchase And Dividends [Abstract]

Stock Repurchase and Dividends

Stock Repurchase and Dividends

On November 5, 2018, the Board of Directors authorized a stock repurchase program ("2019 Program") under which we could repurchase up to $200 million of our common stock. This was in addition to the $25 million remaining as of fiscal 2018 year-end under the previous stock repurchase program ("2018 Program"). On January 27, 2020, the Board of Directors authorized a new $200 million stock repurchase program ("2020 Program"). As of March 29, 2020, we had a remaining balance of $243.3 million available under the 2019 and 2020 programs. The following table summarizes stock repurchases in the open market and settled in fiscal 2019 and the first half of fiscal 2020:

Fiscal-Year Activity	Stock Repurchase Program	Shares Repurchased	Average Price Paid per Share		Total Cost (in thousands)
2019	2018 Program	430,559	$	58.06	$	25,000
2019	2019 Program	1,131,962	66.26		75,000
2019 Total		1,562,521	$	64.00	$	100,000
2020 (1)	2019 Program	1,060,850	$	76.98	$	81,660

⁽¹⁾ These amounts excluded 13,869 shares at the average price per share of $71.03 ($1.0 million of repurchases) that were traded but not yet settled as of March 29, 2020.

The following table presents dividend declared and paid in the first half of fiscal 2020 and 2019:

Declare Date	Dividend Paid Per Share		Record Date	Payment Date	Dividend Paid (in thousands)
November 11, 2019	$	0.15	December 2, 2019	December 13, 2019	$	8,190
January 27, 2020	$	0.15	February 12, 2020	February 28, 2020	8,224
Total dividend paid as of March 29, 2020					$	16,414
November 5, 2018	$	0.12	November 30, 2018	December 14, 2018	$	6,654
January 28, 2019	$	0.12	February 13, 2019	February 28, 2019	6,616
Total dividend paid as of March 31, 2019					$	13,270

Subsequent Event.  On April 27, 2020, the Board of Directors declared a quarterly cash dividend of $0.17 per share payable on May 29, 2020 to stockholders of record as of the close of business on May 13, 2020.

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Revenue and Contract Balances - Summary of Contract Liabilities/Assets (Details) - USD ($) $ in Thousands	Mar. 29, 2020	Sep. 29, 2019
Revenue from Contract with Customer [Abstract]
Contract assets	$ 109,166	$ 114,324
Contract liabilities	(189,741)	(165,611)
Net contract liabilities	(80,575)	(51,287)
Disaggregation of Revenue [Line Items]
Contract assets	109,166	114,324
Contract Retentions
Revenue from Contract with Customer [Abstract]
Contract assets	25,500	26,500
Disaggregation of Revenue [Line Items]
Contract assets	$ 25,500	$ 26,500

XML

Derivative Financial Instruments (Tables)

6 Months Ended

Mar. 29, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Fair Value of Derivatives Designated as Hedging Instruments

The fair values of our outstanding derivatives designated as hedging instruments were as follows:

		Fair Value of Derivative Instruments as of
	Balance Sheet Location	March 29, 2020		September 29, 2019
		(in thousands)
Interest rate swap agreements	Other current liabilities	$	(16,568)	$	(10,873)

Schedule of Notional Principal, Fixed Rates and Related Expiration Dates of Outstanding Interest Rate Swap Agreements

Changes in the fair value of the interest rate swap agreements are presented on the consolidated statements of comprehensive income as follows:

	Six Months Ended
	March 29, 2020		March 31, 2019
	(in thousands)
Loss recognized in other comprehensive income, net of tax:
Interest rate swap agreements	$	(5,695)	$	(6,778)

XML

Stock Repurchase and Dividends (Tables)

6 Months Ended

Mar. 29, 2020

Stock Repurchase And Dividends [Abstract]

Summary of Shares Repurchased

The following table summarizes stock repurchases in the open market and settled in fiscal 2019 and the first half of fiscal 2020:

Fiscal-Year Activity	Stock Repurchase Program	Shares Repurchased	Average Price Paid per Share		Total Cost (in thousands)
2019	2018 Program	430,559	$	58.06	$	25,000
2019	2019 Program	1,131,962	66.26		75,000
2019 Total		1,562,521	$	64.00	$	100,000
2020 (1)	2019 Program	1,060,850	$	76.98	$	81,660

⁽¹⁾ These amounts excluded 13,869 shares at the average price per share of $71.03 ($1.0 million of repurchases) that were traded but not yet settled as of March 29, 2020.

Dividends Declared and Paid

The following table presents dividend declared and paid in the first half of fiscal 2020 and 2019:

Declare Date	Dividend Paid Per Share		Record Date	Payment Date	Dividend Paid (in thousands)
November 11, 2019	$	0.15	December 2, 2019	December 13, 2019	$	8,190
January 27, 2020	$	0.15	February 12, 2020	February 28, 2020	8,224
Total dividend paid as of March 29, 2020					$	16,414
November 5, 2018	$	0.12	November 30, 2018	December 14, 2018	$	6,654
January 28, 2019	$	0.12	February 13, 2019	February 28, 2019	6,616
Total dividend paid as of March 31, 2019					$	13,270

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Stock Repurchase and Dividends - Schedule of Dividends Declared and Paid and Subsequent Event (Details) - USD ($) $ / shares in Units, $ in Thousands											3 Months Ended		6 Months Ended
	May 29, 2020	Apr. 27, 2020	Feb. 28, 2020	Jan. 27, 2020	Dec. 13, 2019	Nov. 11, 2019	Feb. 28, 2019	Jan. 28, 2019	Dec. 14, 2018	Nov. 05, 2018	Mar. 29, 2020	Mar. 31, 2019	Mar. 29, 2020	Mar. 31, 2019
Stock Repurchase And Dividends [Abstract]
Dividend paid per share (in dollars per share)				$ 0.15		$ 0.15		$ 0.12		$ 0.12	$ 0.15	$ 0.12	$ 0.30	$ 0.24
Dividend Paid (in thousands)			$ 8,224		$ 8,190		$ 6,616		$ 6,654				$ 16,414	$ 13,270
Subsequent Event [Line Items]
Dividend paid per share (in dollars per share)				$ 0.15		$ 0.15		$ 0.12		$ 0.12	$ 0.15	$ 0.12	$ 0.30	$ 0.24
Subsequent Event
Subsequent Event [Line Items]
Quarterly cash dividend declared (in dollars per share)		$ 0.17
Forecast | Subsequent Event
Stock Repurchase And Dividends [Abstract]
Dividend paid per share (in dollars per share)	$ 0.17
Subsequent Event [Line Items]
Dividend paid per share (in dollars per share)	$ 0.17

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Leases - Supplemental Balance Sheet (Details) $ in Thousands	Mar. 29, 2020 USD ($)
Operating leases:
Right-of-use assets	$ 262,678
Lease liabilities:
Current	70,594
Long-term	212,229
Total operating lease liabilities	$ 282,823
Weighted-average remaining lease term:
Operating leases	5 years
Weighted-average discount rate:
Operating leases	2.40%

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Income Taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Mar. 31, 2019	Dec. 30, 2018	Mar. 29, 2020	Mar. 31, 2019	Sep. 29, 2019
Valuation Allowance [Line Items]
Effective tax rate			19.50%	(0.80%)
Tax Cuts and Jobs Act, change in tax rate, income tax benefit		$ 2.6
Effective income tax rate reconciliation, tax cuts and jobs act and valuation allowance impacts, percent				24.80%
Liability for uncertain tax positions			$ 9.8		$ 9.2
AUSTRALIA
Valuation Allowance [Line Items]
Valuation allowance release	$ 22.3

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Stock Repurchase and Dividends - Schedule of Stock Repurchase (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Dec. 29, 2019	Mar. 29, 2020
Equity, Class of Treasury Stock [Line Items]
Shares Repurchased (in shares)	1,562,521
Average Price Paid per Share (in dollars per share)	$ 64.00
Total Cost	$ 100,000
2018 Program
Equity, Class of Treasury Stock [Line Items]
Shares Repurchased (in shares)	430,559
Average Price Paid per Share (in dollars per share)	$ 58.06
Total Cost	$ 25,000
2019 Program
Equity, Class of Treasury Stock [Line Items]
Shares Repurchased (in shares)	1,131,962	1,060,850
Average Price Paid per Share (in dollars per share)	$ 66.26	$ 76.98
Total Cost	$ 75,000	$ 81,660
Shares traded but not settled (in shares)		13,869
Shares traded but not settled, average price per share (in dollars per share)		$ 71.03
Shares traded but not settled, value		$ 1,000

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Goodwill and Intangible Assets - Narrative (Details) - USD ($)		3 Months Ended			6 Months Ended
	Jul. 01, 2019	Mar. 29, 2020	Sep. 29, 2019	Mar. 31, 2019	Mar. 29, 2020	Mar. 31, 2019
Goodwill [Line Items]
Impairment of goodwill	$ 0
Estimated fair values that exceeded their carrying values, percent	25.00%
Goodwill		$ 944,718,000	$ 924,820,000		$ 944,718,000
Assets		2,343,150,000	2,147,408,000		2,343,150,000
Amortization expense		$ 3,400,000		$ 2,200,000	$ 6,400,000	$ 6,200,000
Income approach, discounted cash flow method
Goodwill [Line Items]
Weighted rate used in fair value of goodwill (as a percent)					70.00%
Market approach
Goodwill [Line Items]
Weighted rate used in fair value of goodwill (as a percent)					30.00%
RFS
Goodwill [Line Items]
Impairment of goodwill			7,800,000
Estimated fair values that exceeded their carrying values, percent		20.00%			20.00%
Goodwill		$ 48,000,000	48,800,000		$ 48,000,000
Assets			61,000,000
ASP
Goodwill [Line Items]
Estimated fair values that exceeded their carrying values, percent		20.00%			20.00%
Goodwill		$ 102,000,000			$ 102,000,000
GSG
Goodwill [Line Items]
Gross amounts of goodwill		491,000,000.0	459,500,000		491,000,000.0
Accumulated impairment		17,700,000	17,700,000		17,700,000
Goodwill		473,303,000	441,802,000		473,303,000
CIG
Goodwill [Line Items]
Gross amounts of goodwill		577,100,000	588,700,000		577,100,000
Accumulated impairment		105,700,000	105,700,000		105,700,000
Goodwill		$ 471,415,000	$ 483,018,000		$ 471,415,000

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Revenue and Contract Balances - Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Mar. 29, 2020	Sep. 29, 2019
Revenue from Contract with Customer [Abstract]
Billed	$ 438,029	$ 522,256
Unbilled	279,440	300,035
Total accounts receivable	717,469	822,291
Allowance for doubtful accounts	(56,890)	(53,571)
Total accounts receivable, net	$ 660,579	$ 768,720

XML

Derivative Financial Instruments - Fair Value (Details) - USD ($) $ in Thousands	Mar. 29, 2020	Sep. 29, 2019
Interest rate swap agreements | Other current liabilities | Derivatives designated as hedging instruments | Designated as cash flow hedges
Derivative Financial Instruments
Derivative liabilities	$ (16,568)	$ (10,873)

XML

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 29, 2020	Mar. 31, 2019	Mar. 29, 2020	Mar. 31, 2019	Sep. 29, 2019
Related Party Transactions [Abstract]
Related party revenues	$ 19,100	$ 21,800	$ 48,000	$ 45,700
Related party expenses	18,800	$ 21,600	47,600	$ 45,100
Accounts receivable, net	14,847		14,847		$ 19,351
Contract assets	8,985		8,985		9,681
Contract liabilities	$ (489)		$ (489)		$ (111)

XML

Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Retained Earnings	Total Tetra Tech Equity	Non-Controlling Interests
Beginning balance (in shares) at Sep. 30, 2018		55,349,000
Beginning balance at Sep. 30, 2018	$ 967,100	$ 553	$ 148,803	$ (127,350)	$ 944,965	$ 966,971	$ 129
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	97,976				97,907	97,907	69
Other comprehensive income (loss)	(20,629)			(20,867)		(20,867)	238
Distributions paid to noncontrolling interests	(276)						(276)
Cash dividends per common share	(13,270)				(13,270)	(13,270)
Stock-based compensation	8,595		8,595			8,595
Restricted & performance shares released (in shares)		179,000
Restricted & performance shares released	(6,802)	$ 2	(6,804)			(6,802)
Stock options exercised (in shares)		151,000
Stock options exercised	3,834	$ 2	3,832			3,834
Shares issued for Employee Stock Purchase Plan (in shares)		148,000
Shares issued for Employee Stock Purchase Plan	6,843	$ 1	6,842			6,843
Stock repurchases (in shares)		(880,000)
Stock repurchases	(50,000)	$ (9)	(49,991)			(50,000)
Ending balance (in shares) at Mar. 31, 2019		54,947,000
Ending balance at Mar. 31, 2019	990,605	$ 549	111,277	(148,217)	1,026,836	990,445	160
Beginning balance (in shares) at Dec. 30, 2018		55,326,000
Beginning balance at Dec. 30, 2018	954,301	$ 553	130,753	(154,693)	977,541	954,154	147
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	55,944				55,911	55,911	33
Other comprehensive income (loss)	6,477			6,476		6,476	1
Distributions paid to noncontrolling interests	(21)						(21)
Cash dividends per common share	(6,616)				(6,616)	(6,616)
Stock-based compensation	4,066		4,066			4,066
Restricted & performance shares released (in shares)		5,000
Restricted & performance shares released	(66)	$ 0	(66)			(66)
Stock options exercised (in shares)		65,000
Stock options exercised	1,520	$ 1	1,519			1,520
Stock repurchases (in shares)		(449,000)
Stock repurchases	(25,000)	$ (5)	(24,995)			(25,000)
Ending balance (in shares) at Mar. 31, 2019		54,947,000
Ending balance at Mar. 31, 2019	990,605	$ 549	111,277	(148,217)	1,026,836	990,445	160
Beginning balance (in shares) at Sep. 29, 2019		54,565,000
Beginning balance at Sep. 29, 2019	989,464	$ 546	78,132	(160,584)	1,071,192	989,286	178
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	83,730				83,707	83,707	23
Other comprehensive income (loss)	(38,809)			(38,807)		(38,807)	(2)
Distributions paid to noncontrolling interests	(69)						(69)
Cash dividends per common share	(16,414)				(16,414)	(16,414)
Stock-based compensation	9,437		9,437			9,437
Restricted & performance shares released (in shares)		215,000
Restricted & performance shares released	(11,098)	$ 2	(11,100)			(11,098)
Stock options exercised (in shares)		269,000
Stock options exercised	7,927	$ 3	7,924			7,927
Shares issued for Employee Stock Purchase Plan (in shares)		168,000
Shares issued for Employee Stock Purchase Plan	8,715	$ 1	8,714			8,715
Stock repurchases (in shares)		(1,075,000)
Stock repurchases	(82,645)	$ (11)	(82,634)			(82,645)
Ending balance (in shares) at Mar. 29, 2020		54,142,000
Ending balance at Mar. 29, 2020	950,238	$ 541	10,473	(199,391)	1,138,485	950,108	130
Beginning balance (in shares) at Dec. 29, 2019		54,728,000
Beginning balance at Dec. 29, 2019	1,026,765	$ 547	60,747	(145,015)	1,110,312	1,026,591	174
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	36,413				36,397	36,397	16
Other comprehensive income (loss)	(54,380)			(54,376)		(54,376)	(4)
Distributions paid to noncontrolling interests	(56)						(56)
Cash dividends per common share	(8,224)				(8,224)	(8,224)
Stock-based compensation	4,955		4,955			4,955
Restricted & performance shares released (in shares)		30,000
Restricted & performance shares released	(280)	$ 1	(281)			(280)
Stock options exercised (in shares)		215,000
Stock options exercised	6,513	$ 2	6,511			6,513
Stock repurchases (in shares)		(831,000)
Stock repurchases	(61,468)	$ (9)	(61,459)			(61,468)
Ending balance (in shares) at Mar. 29, 2020		54,142,000
Ending balance at Mar. 29, 2020	$ 950,238	$ 541	$ 10,473	$ (199,391)	$ 1,138,485	$ 950,108	$ 130

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Income Taxes

6 Months Ended

Mar. 29, 2020

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The effective tax rates for the first half of fiscal 2020 and 2019 were 19.5% and (0.8)%, respectively. The tax rates for fiscal 2020 and 2019 reflect the impact of the comprehensive tax legislation enacted by the U.S. government on December 22, 2017, which is commonly referred to as the Tax Cuts and Jobs Act ("TCJA"). The TCJA significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018, while also repealing the deduction for domestic production activities, limiting the deductibility of certain executive compensation, and implementing a modified territorial tax system with the introduction of the Global Intangible Low-Taxed Income tax rules. The TCJA also imposed a one-time transition tax on deemed repatriation of historical earnings of foreign subsidiaries.

U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the tax law was enacted. We finalized the analysis of our deferred tax liabilities for the TCJA's lower tax rates in the first quarter of fiscal 2019 and recorded a deferred tax benefit of $2.6 million. Additionally, valuation allowances of $22.3 million in Australia were released due to sufficient positive evidence obtained during the second quarter of fiscal 2019. The valuation allowances were primarily related to net operating loss and R&D credit carryforwards and other temporary differences. We evaluated the positive evidence against any negative evidence and determined that it is more likely than not that the deferred tax assets will be realized. The factors used to assess the likelihood of realization were the past performance of the related entities, our forecast of future taxable income, and available tax planning strategies that could be implemented to realize the deferred tax assets. Excluding the net deferred tax benefits from the TCJA and valuation allowance releases, our effective tax rate in the first half of fiscal 2019 was 24.8%.

As of March 29, 2020 and September 29, 2019, the liability for income taxes associated with uncertain tax positions was $9.8 million and $9.2 million, respectively. These uncertain tax positions substantially relate to ongoing examinations, which are reasonably likely to be resolved within the next 12 months.

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Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 29, 2020	Sep. 29, 2019
Current assets:
Cash and cash equivalents	$ 134,981	$ 120,732
Accounts receivable, net	660,579	768,720
Contract assets	109,166	114,324
Prepaid expenses and other current assets	76,602	62,196
Income taxes receivable	20,612	13,820
Total current assets	1,001,940	1,079,792
Property and equipment, net	35,486	39,441
Right-of-use assets, operating leases	262,678
Investments in unconsolidated joint ventures	7,345	6,873
Goodwill	944,718	924,820
Intangible assets, net	14,859	16,440
Deferred tax assets	24,073	28,385
Other long-term assets	52,051	51,657
Total assets	2,343,150	2,147,408
Current liabilities:
Accounts payable	120,587	206,609
Accrued compensation	161,494	203,384
Contract liabilities	189,741	165,611
Short-term lease liabilities, operating leases	70,594
Current portion of long-term debt	12,525	12,572
Current contingent earn-out liabilities	29,605	24,977
Other current liabilities	151,209	156,801
Total current liabilities	735,755	769,954
Deferred tax liabilities	12,908	12,971
Long-term debt	333,041	263,949
Long-term lease liabilities, operating leases	212,229
Long-term contingent earn-out liabilities	23,323	28,015
Other long-term liabilities	75,656	83,055
Commitments and contingencies (Note 16)
Equity:
Preferred stock - authorized, 2,000 shares of $0.01 par value; no shares issued and outstanding at March 29, 2020 and September 29, 2019	0	0
Common stock - authorized, 150,000 shares of $0.01 par value; issued and outstanding, 54,142 and 54,565 shares at March 29, 2020 and September 29, 2019, respectively	541	546
Additional paid-in capital	10,473	78,132
Accumulated other comprehensive loss	(199,391)	(160,584)
Retained earnings	1,138,485	1,071,192
Tetra Tech stockholders’ equity	950,108	989,286
Noncontrolling interests	130	178
Total stockholders' equity	950,238	989,464
Total liabilities and stockholders' equity	$ 2,343,150	$ 2,147,408

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Reclassifications Out of Accumulated Other Comprehensive Loss

6 Months Ended

Mar. 29, 2020

Equity [Abstract]

Reclassifications Out of Accumulated Other Comprehensive Loss

Reclassifications Out of Accumulated Other Comprehensive Loss

The accumulated balances and reporting period activities for the three and six months ended March 29, 2020 and March 31, 2019 related to reclassifications out of accumulated other comprehensive income (loss) are summarized as follows:

	Three Months Ended
	Foreign Currency Translation Adjustments		Loss on Derivative Instruments		Accumulated Other Comprehensive Loss
	(in thousands)
Balances at December 30, 2018	$	(151,936)	$	(2,757)	$	(154,693)
Other comprehensive income (loss) before reclassifications	9,245		(2,504)		6,741
Amounts reclassified from accumulated other comprehensive loss:
Interest rate contracts, net of tax (1)	—		(265)		(265)
Net current-period other comprehensive income (loss)	9,245		(2,769)		6,476
Balances at March 31, 2019	$	(142,691)	$	(5,526)	$	(148,217)
Balances at December 29, 2019	$	(135,812)	$	(9,203)	$	(145,015)
Other comprehensive loss before reclassifications	(47,011)		(6,727)		(53,738)
Amounts reclassified from accumulated other comprehensive loss:
Interest rate contracts, net of tax (1)	—		(638)		(638)
Net current-period other comprehensive loss	(47,011)		(7,365)		(54,376)
Balances at March 29, 2020	$	(182,823)	$	(16,568)	$	(199,391)
	Six Months Ended
	Foreign Currency Translation Adjustments		Gain (Loss) on Derivative Instruments		Accumulated Other Comprehensive Loss
	(in thousands)
Balances at September 30, 2018	$	(128,602)	$	1,252	$	(127,350)
Other comprehensive loss before reclassifications	(14,089)		(6,287)		(20,376)
Amounts reclassified from accumulated other comprehensive loss:
Interest rate contracts, net of tax (1)	—		(491)		(491)
Net current-period other comprehensive loss	(14,089)		(6,778)		(20,867)
Balances at March 31, 2019	$	(142,691)	$	(5,526)	$	(148,217)
Balances at September 29, 2019	$	(149,711)	$	(10,873)	$	(160,584)
Other comprehensive loss before reclassifications	(33,112)		(4,574)		(37,686)
Amounts reclassified from accumulated other comprehensive loss:
Interest rate contracts, net of tax (1)	—		(1,121)		(1,121)
Net current-period other comprehensive loss	(33,112)		(5,695)		(38,807)
Balances at March 29, 2020	$	(182,823)	$	(16,568)	$	(199,391)
(1) This accumulated other comprehensive component is reclassified to “Interest expense” in our consolidated statements of income. See Note 14, “Derivative Financial Instruments”, for more information.

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Revenue and Contract Balances (Tables)

6 Months Ended

Mar. 29, 2020

Revenue from Contract with Customer [Abstract]

Reconciliation of Disaggregation of Revenue to Reportable Segments

The following tables provide information about disaggregated revenue:

	Three Months Ended				Six Months Ended
	March 29, 2020		March 31, 2019		March 29, 2020		March 31, 2019
	(in thousands)
Client Sector:
U.S. state and local government	$	102,260	$	129,868	$	224,616	$	253,147
U.S. federal government (1)	243,261		216,498		488,564		441,256
U.S. commercial	162,198		165,970		345,169		338,758
International (2)	226,414		210,285		473,407		406,891
Total	$	734,133	$	722,621	$	1,531,756	$	1,440,052
Contract Type:
Fixed-price	$	255,613	$	247,831	$	526,668	$	488,764
Time-and-materials	350,618		345,626		738,776		682,163
Cost-plus	127,902		129,164		266,312		269,125
Total	$	734,133	$	722,621	$	1,531,756	$	1,440,052

⁽¹⁾     Includes revenue generated under U.S. federal government contracts performed outside the United States.

⁽²⁾ Includes revenue generated from foreign operations, primarily in Canada, Australia and the United Kingdom, and revenue generated from non-U.S. clients.

Summary of Net Contract Liabilities/Assets

There were no substantial non-current contract assets or liabilities for the periods presented. Net contract assets/liabilities consisted of the following:

	Balance at
	March 29, 2020		September 29, 2019
	(in thousands)
Contract assets (1)	$	109,166	$	114,324
Contract liabilities	(189,741)		(165,611)
Net contract liabilities	$	(80,575)	$	(51,287)

(1)     Includes $25.5 million and $26.5 million of contract retentions as of March 29, 2020 and September 29, 2019, respectively.

Net Accounts Receivable Components

Net accounts receivable consisted of the following:

	Balance at
	March 29, 2020		September 29, 2019
	(in thousands)
Billed	$	438,029	$	522,256
Unbilled	279,440		300,035
Total accounts receivable	717,469		822,291
Allowance for doubtful accounts	(56,890)		(53,571)
Total accounts receivable, net	$	660,579	$	768,720

Remaining Performance Obligation, Expected Timing

We expect to satisfy our RUPOs as of March 29, 2020 over the following periods:

	Amount
	(in thousands)
Within 12 months	$	1,716,973
Beyond	1,255,124
Total	$	2,972,097

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Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands	6 Months Ended
	Mar. 29, 2020 USD ($)
Goodwill
Balance at beginning of the period	$ 924,820
Acquisition activity	41,068
Translation	(21,170)
Balance at end of the period	944,718
GSG
Goodwill
Balance at beginning of the period	441,802
Acquisition activity	35,560
Translation	(4,059)
Balance at end of the period	473,303
CIG
Goodwill
Balance at beginning of the period	483,018
Acquisition activity	5,508
Translation	(17,111)
Balance at end of the period	$ 471,415

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Revenue and Contract Balances - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 29, 2020	Mar. 31, 2019	Mar. 29, 2020	Mar. 31, 2019	Sep. 29, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contract liability revenue recognized during the period			$ 105,000	$ 74,000
Revenue recognition net unfavorable operating income adjustments	$ 2,800		2,800
Liabilities for anticipated losses	14,600		14,600		$ 11,500
Estimated cost to complete the related contracts	57,000		$ 57,000
Period for billing and collecting unbilled receivables			12 months
Unbilled accounts receivable related to claims and requests for equitable adjustment on contracts	14,000		$ 14,000		$ 15,000
Remaining unsatisfied performance obligation	$ 2,972,097		$ 2,972,097
Remaining performance obligation, termination notice period one			30 days
Remaining performance obligation, termination notice period two			60 days
Remaining performance obligation, termination notice period three			90 days
RCM
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Recognized reduction of revenue		$ 4,800
Losses from claim settlement		5,900
CIG
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Recognized reduction of revenue		3,600
Losses from claim settlement		$ 3,600

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Stock Repurchase and Dividends - Narrative (Details) - USD ($)	Mar. 29, 2020	Jan. 27, 2020	Nov. 05, 2018	Sep. 30, 2018
Stock Repurchase And Dividends [Abstract]
Maximum repurchase amount under stock repurchase program		$ 200,000,000	$ 200,000,000
Remaining authorized amount under share repurchase program	$ 243,300,000			$ 25,000,000

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Derivative Financial Instruments - Schedule of Changed in FV of Cash Flow Hedges (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 29, 2020	Mar. 31, 2019	Mar. 29, 2020	Mar. 31, 2019
Derivative Instruments, Gain (Loss) [Line Items]
Loss recognized in other comprehensive income, net of tax:	$ (7,365)		$ (5,695)
Loss recognized in other comprehensive income, net of tax:		$ (2,769)		$ (6,778)
Interest rate swap agreements
Derivative Instruments, Gain (Loss) [Line Items]
Loss recognized in other comprehensive income, net of tax:			$ (5,695)
Loss recognized in other comprehensive income, net of tax:				$ (6,778)

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Mar. 29, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Changes in the Carrying Value of Goodwill

The following table summarizes the changes in the carrying value of goodwill:

	GSG		CIG		Total
	(in thousands)
Balance at September 29, 2019	$	441,802	$	483,018	$	924,820
Acquisition activity	35,560		5,508		41,068
Translation	(4,059)		(17,111)		(21,170)
Balance at March 29, 2020	$	473,303	$	471,415	$	944,718

Summary of Gross Amount and Accumulated Amortization of Acquired Identifiable Intangible Assets With Finite Useful Lives

The gross amount and accumulated amortization of our acquired identifiable intangible assets with finite useful lives included in “Intangible assets, net” on our consolidated balance sheets, were as follows:

	March 29, 2020					September 29, 2019
	Weighted- Average Remaining Life (in Years)	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
	($ in thousands)
Client relations	3.0	$	58,708	$	(51,596)	$	56,779	$	(50,455)
Backlog	0.9	33,618		(27,889)		32,229		(24,968)
Trade names	1.8	7,143		(5,125)		7,714		(4,859)
Total		$	99,469	$	(84,610)	$	96,722	$	(80,282)

Schedule of Estimated Amortization Expense for Remainder of Fiscal and Succeeding Years

Estimated amortization expense for the remainder of fiscal 2020 and succeeding years is as follows:

	Amount
	(in thousands)
2020	$	5,096
2021	5,898
2022	2,173
2023	1,491
2024	201
Total	$	14,859

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Consolidated Statements of Equity (Parenthetical) - $ / shares					3 Months Ended		6 Months Ended
	Jan. 27, 2020	Nov. 11, 2019	Jan. 28, 2019	Nov. 05, 2018	Mar. 29, 2020	Mar. 31, 2019	Mar. 29, 2020	Mar. 31, 2019
Statement of Stockholders' Equity [Abstract]
Dividend paid per share (in dollars per share)	$ 0.15	$ 0.15	$ 0.12	$ 0.12	$ 0.15	$ 0.12	$ 0.30	$ 0.24

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Reportable Segments

6 Months Ended

Mar. 29, 2020

Segment Reporting [Abstract]

Reportable Segments

Reportable Segments

We manage our operations under two reportable segments. Our GSG reportable segment primarily includes activities with U.S. government clients (federal, state and local) and all activities with development agencies worldwide. Our CIG reportable segment primarily includes activities with U.S. commercial clients and international clients other than development agencies. This alignment allows us to capitalize on our growing market opportunities and enhance the development of high-end consulting and technical solutions to meet our growing client demand. We continue to report the results of the wind-down of our non-core construction activities in the RCM reportable segment.

GSG provides consulting and engineering services primarily to U.S. government clients (federal, state and local) and development agencies worldwide. GSG supports U.S. government civilian and defense agencies with services in water, environment, infrastructure, information technology, and disaster management. GSG also provides engineering design services

for U.S. municipal and commercial clients, especially in water infrastructure, solid waste, and high-end sustainable infrastructure designs. GSG also leads our support for development agencies worldwide, especially in the United States, United Kingdom, and Australia.

CIG primarily provides consulting and engineering services to U.S. commercial clients, and international clients that include both commercial and government sectors. CIG supports commercial clients across the Fortune 500, energy, utilities, industrial, manufacturing, aerospace, and resource management markets. CIG also provides infrastructure and related environmental, engineering and project management services to commercial and local government clients across Canada, in Asia Pacific (primarily Australia and New Zealand), the United Kingdom, as well as Brazil and Chile.

Management evaluates the performance of these reportable segments based upon their respective segment operating income before the effect of amortization expense related to acquisitions, and other unallocated corporate expenses. We account for inter-segment revenues and transfers as if they were to third parties; that is, by applying a negotiated fee onto the costs of the services performed. All significant intercompany balances and transactions are eliminated in consolidation.

Reportable Segments

The following tables summarize financial information regarding our reportable segments:

	Three Months Ended				Six Months Ended
	March 29, 2020		March 31, 2019		March 29, 2020		March 31, 2019
	(in thousands)
Revenue
GSG	$	436,903	$	417,526	$	894,307	$	829,497
CIG	308,412		322,458		659,576		640,252
RCM	5		(4,645)		150		(3,192)
Elimination of inter-segment revenue	(11,187)		(12,718)		(22,277)		(26,505)
Total	$	734,133	$	722,621	$	1,531,756	$	1,440,052
Income from operations
GSG	$	35,347	$	44,803	$	77,395	$	82,217
CIG	21,676		20,869		53,309		47,968
RCM	(1)		(5,938)		1		(5,934)
Corporate (1)	(9,492)		(12,189)		(19,873)		(20,995)
Total	$	47,530	$	47,545	$	110,832	$	103,256

⁽¹⁾ Includes amortization of intangibles, other costs and other income not allocable to our reportable segments.

	Balance at
	March 29, 2020		September 29, 2019
	(in thousands)
Total Assets
GSG	$	546,090	$	587,040
CIG	362,446		450,276
RCM	14,285		15,608
Corporate (1)	1,420,329		1,094,484
Total	$	2,343,150	$	2,147,408

⁽¹⁾ Corporate assets consist of intercompany eliminations and assets not allocated to our reportable segments including goodwill, intangible assets, leases, deferred income taxes and certain other assets.

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Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 29, 2020	Sep. 29, 2019
Statement of Financial Position [Abstract]
Preferred stock, authorized shares (in shares)	2,000,000	2,000,000
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, authorized shares (in shares)	150,000,000	150,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares issued (in shares)	54,142,000	54,565,000
Common stock, shares outstanding (in shares)	54,142,000	54,565,000

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Commitments and Contingencies	6 Months Ended
	Mar. 29, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies We are subject to certain claims and lawsuits typically filed against the consulting and engineering profession, alleging primarily professional errors or omissions. We carry professional liability insurance, subject to certain deductibles and policy limits, against such claims. However, in some actions, parties are seeking damages that exceed our insurance coverage or for which we are not insured. While management does not believe that the resolution of these claims will have a material adverse effect, individually or in aggregate, on our financial position, results of operations or cash flows, management acknowledges the uncertainty surrounding the ultimate resolution of these matters. On July 15, 2019, following an initial January 14, 2019 filing, the Civil Division of the United States Attorney's Office filed an amended complaint in intervention in three qui tam actions filed against our subsidiary, Tetra Tech EC, Inc. ("TtEC"), in the U.S. District Court for the Northern District of California. The complaint alleges False Claims Act violations and breach of contract related to TtEC's contracts to perform environmental remediation services at the former Hunters Point Naval Shipyard in San Francisco, California. TtEC disputes the claims and will defend this matter vigorously. We are currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any.

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Acquisitions

6 Months Ended

Mar. 29, 2020

Business Combinations [Abstract]

Acquisitions

Acquisitions

In the second quarter of fiscal 2020, we acquired Segue Technologies, Inc. ("SEG"), a leading information technology management consulting firm based in Arlington, Virginia. SEG is part of our Government Services Group ("GSG") segment. The fair value of the purchase price was $41.8 million. This amount was comprised of $30.0 million in initial cash payments made to the sellers, $0.5 million of payables related to estimated post-closing adjustments for net assets acquired, and $11.3 million for the estimated fair value of contingent earn-out obligations, with a maximum of $20.0 million, based upon the achievement of specified operating income targets in each of the three years following the acquisition.

In the second quarter of fiscal 2019, we acquired eGlobalTech ("EGT"), a high-end information technology solutions, cloud migration, cybersecurity, and management consulting firm based in Arlington, Virginia. EGT is part of our GSG segment. The fair value of the purchase price was $49.1 million. This amount was comprised of a $24.7 million promissory note issued to the sellers (which was subsequently paid in full in the third quarter of fiscal 2019), $3.3 million of payables related to estimated post-closing adjustments for net assets acquired, and $21.1 million for the estimated fair value of contingent earn-out obligations, with a maximum of $25.0 million, based upon the achievement of specified operating income targets in each of the three years following the acquisition.

In the fourth quarter of fiscal 2019, we acquired WYG plc (“WYG”), which employs approximately 1,600 staff primarily in the United Kingdom and Europe, delivering consulting and engineering solutions for complex projects across key service areas including planning, water and environment, transport, infrastructure, the built environment, architecture, urban design, surveying, asset management, program management, and international development. WYG’s United Kingdom based consulting and engineering business is part of our CIG segment, while its international development business is part of our GSG segment. The fair value of the purchase price was $54.2 million, entirely paid in cash. In addition, we assumed a net debt of $11.5 million, which was subsequently paid in full in the fourth quarter of fiscal 2019. We also incurred $10.4 million in acquisition and transaction costs related to the WYG acquisition in the fourth quarter of fiscal 2019.

Goodwill additions resulting from the above business combinations are primarily attributable to the existing workforce of the acquired companies and the synergies expected to arise after the acquisitions. The goodwill additions related to our fiscal 2019 acquisitions represent the value of a workforce with emerging technology and new techniques that incorporate artificial intelligence, data analytics and advanced cybersecurity solutions for government and commercial clients, and expanding our

geographic presence in the United Kingdom with a strong platform for growth in the United Kingdom and Europe. The fiscal 2020 goodwill addition represents the value of a workforce with distinct expertise in the high-end information technology field, in the areas of data analytics, modeling and simulation, cloud, and agile software development. In addition, these acquired capabilities, when combined with our existing global consulting and engineering business, result in opportunities that allow us to provide services under contracts that could not have been pursued individually by either us or the acquired companies. The results of these acquisitions were included in our consolidated financial statements from their respective closing dates. These acquisitions were not considered material to our consolidated financial statements. As a result, no pro forma information has been provided.

Backlog, client relations and trade name intangible assets include the fair value of existing contracts and the underlying customer relationships with lives ranging from one to ten years, and trade names with lives ranging from three to five years. For detailed information regarding our intangible assets, see Note 5, “Goodwill and Intangible Assets”.

Most of our acquisition agreements include contingent earn-out agreements, which are generally based on the achievement of future operating income thresholds. The contingent earn-out arrangements are based on our valuations of the acquired companies and reduce the risk of overpaying for acquisitions if the projected financial results are not achieved. The fair values of any earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. For each transaction, we estimate the fair value of contingent earn-out payments as part of the initial purchase price and record the estimated fair value of contingent consideration as a liability in “Current contingent earn-out liabilities” and “Long-term contingent earn-out liabilities” on the consolidated balance sheets. We consider several factors when determining that contingent earn-out liabilities are part of the purchase price, including the following: (1) the valuation of our acquisitions is not supported solely by the initial consideration paid, and the contingent earn-out formula is a critical and material component of the valuation approach to determining the purchase price; and (2) the former owners of acquired companies that remain as key employees receive compensation other than contingent earn-out payments at a reasonable level compared with the compensation of our other key employees. The contingent earn-out payments are not affected by employment termination.

We measure our contingent earn-out liabilities at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy. We use a probability-weighted discounted income approach as a valuation technique to convert future estimated cash flows to a single present value amount. The significant unobservable inputs used in the fair value measurements are operating income projections over the earn-out period (generally two or three years), and the probability outcome percentages we assign to each scenario. Significant increases or decreases to either of these inputs in isolation would result in a significantly higher or lower liability, with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the contingent earn-out liability on the acquisition date is reflected as cash used in financing activities in our consolidated statements of cash flows. Any amount paid in excess of the contingent earn-out liability on the acquisition date is reflected as cash used in operating activities in our consolidated statements of cash flows.

        We review and re-assess the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Changes in the estimated fair value of our contingent earn-out liabilities related to the time component of the present value calculation are reported in interest expense. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in operating income. In the second quarter of fiscal 2020, we evaluated our estimates for contingent consideration liabilities for the remaining earn-out periods for each individual acquisition, which included a review of their financial results to-date, the status of ongoing projects in their RUPOs, and the inventory of prospective new contract awards. In addition, we considered the potential impact of the global economic disruption due to the COVID-19 pandemic on our operating income projections over the various earn-out periods. As a result, we had a net reduction of $1.6 million in our contingent earn-out liabilities as of March 29, 2020 and a net gain of $1.6 million in our operating income for the first half of fiscal 2020 (all in the second quarter). These adjustments were immaterial for the first half of fiscal 2019.

        At March 29, 2020, there was a total potential maximum of $81.8 million of outstanding contingent consideration related to acquisitions. Of this amount, $52.9 million was estimated as the fair value and accrued on our consolidated balance sheet. If the global economic disruption due to the COVID-19 pandemic is prolonged, we could have more significant reductions in our contingent earn-out liabilities and related gains in operating income in future periods.

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Label	Element	Value
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ (2,766,000)
Restricted Cash	us-gaap_RestrictedCash	154,000
Restricted Cash	us-gaap_RestrictedCash	2,696,000
Retained Earnings [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ (2,766,000)

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Leases

6 Months Ended

Mar. 29, 2020

Leases [Abstract]

Leases

Leases

        In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)”, which is a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets obtained in exchange for lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.

        We elected to adopt the standard, and available practical expedients, effective September 30, 2019 (the first day of our fiscal 2020). These practical expedients allowed us to keep the lease classification assessed under the previous lease accounting standard (ASC 840) without reassessment under the new standard, and allowed all separate lease components, including non-lease components, to be accounted for as a single lease component for all existing leases prior to adoption of the new standard.

        We adopted this new standard under the modified retrospective transition approach without adjusting comparative periods in the financial statements, as allowed under Leases (Topic 842), and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The standard had a material impact on our consolidated balance sheets but did not have an impact on the consolidated income statements. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while accounting for finance leases remained substantially unchanged. Our finance leases are primarily for certain information technology ("IT") equipment and the related ROU and lease liabilities were immaterial at March 29, 2020.

        We determine if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and current and long-term operating lease liabilities in the consolidated balance sheets.

        ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, incremental borrowing rates are used based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

        Our operating leases are primarily for corporate and project office spaces. To a much lesser extent, we have operating leases for IT equipment, vehicles, and equipment. Our operating leases have remaining lease terms of one month to eight years, some of which may include options to extend the leases for up to five years.

        The components of lease costs for the three and six months ended March 29, 2020 are as follows:

	Three Months Ended		Six Months Ended
	(in thousands)
Operating lease cost	$	21,595	$	42,767
Sublease income	(541)		(1,115)
Other	18		36
Total lease cost	$	21,072	$	41,688

        Supplemental cash flow information related to leases for the six months ended March 29, 2020 is as follows:

	Amount
	(in thousands)
Operating cash flows for operating leases	$	41,504
Right-of-use assets obtained in exchange for new operating lease liabilities	$	321,919

        Supplemental balance sheet and other information related to leases as of March 29, 2020 are as follows:

	Amount
	(in thousands)
Operating leases:
Right-of-use assets	$	262,678
Lease liabilities:
Current	$	70,594
Long-term	212,229
Total operating lease liabilities	$	282,823
Weighted-average remaining lease term:
Operating leases	5 years
Weighted-average discount rate:
Operating leases	2.4		%

        As of March 29, 2020, we have additional operating leases, primarily for office space, that have not yet commenced of $1.7 million. These operating leases will commence in fiscal 2020 and 2021 with lease terms of five years.

        A maturity analysis of the future undiscounted cash flows associated with our operating lease liabilities as of March 29, 2020 is as follows:

	Amount
	(in thousands)
2020	$	40,195
2021	69,193
2022	60,307
2023	41,736
2024	30,055
Beyond	63,136
Total lease payments	304,622
Less: imputed interest	(21,799)
Total present value of lease liabilities	$	282,823

        As of September 29, 2019, $343.5 million of minimum rental commitments on operating leases was payable as follows: $108.8 million in fiscal 2020, $66.4 million in fiscal 2021, $51.4 million in fiscal 2022, $36.5 million in fiscal 2023, $25.8 million in fiscal 2024, and $54.6 million thereafter. Rental expense for the three and six months ended March 31, 2019 was $19.2 million and $38.6 million, respectively.

Leases

Leases

        In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)”, which is a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets obtained in exchange for lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.

        We elected to adopt the standard, and available practical expedients, effective September 30, 2019 (the first day of our fiscal 2020). These practical expedients allowed us to keep the lease classification assessed under the previous lease accounting standard (ASC 840) without reassessment under the new standard, and allowed all separate lease components, including non-lease components, to be accounted for as a single lease component for all existing leases prior to adoption of the new standard.

        We adopted this new standard under the modified retrospective transition approach without adjusting comparative periods in the financial statements, as allowed under Leases (Topic 842), and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The standard had a material impact on our consolidated balance sheets but did not have an impact on the consolidated income statements. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while accounting for finance leases remained substantially unchanged. Our finance leases are primarily for certain information technology ("IT") equipment and the related ROU and lease liabilities were immaterial at March 29, 2020.

        We determine if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and current and long-term operating lease liabilities in the consolidated balance sheets.

        ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, incremental borrowing rates are used based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

        Our operating leases are primarily for corporate and project office spaces. To a much lesser extent, we have operating leases for IT equipment, vehicles, and equipment. Our operating leases have remaining lease terms of one month to eight years, some of which may include options to extend the leases for up to five years.

        The components of lease costs for the three and six months ended March 29, 2020 are as follows:

	Three Months Ended		Six Months Ended
	(in thousands)
Operating lease cost	$	21,595	$	42,767
Sublease income	(541)		(1,115)
Other	18		36
Total lease cost	$	21,072	$	41,688

        Supplemental cash flow information related to leases for the six months ended March 29, 2020 is as follows:

	Amount
	(in thousands)
Operating cash flows for operating leases	$	41,504
Right-of-use assets obtained in exchange for new operating lease liabilities	$	321,919

        Supplemental balance sheet and other information related to leases as of March 29, 2020 are as follows:

	Amount
	(in thousands)
Operating leases:
Right-of-use assets	$	262,678
Lease liabilities:
Current	$	70,594
Long-term	212,229
Total operating lease liabilities	$	282,823
Weighted-average remaining lease term:
Operating leases	5 years
Weighted-average discount rate:
Operating leases	2.4		%

        As of March 29, 2020, we have additional operating leases, primarily for office space, that have not yet commenced of $1.7 million. These operating leases will commence in fiscal 2020 and 2021 with lease terms of five years.

        A maturity analysis of the future undiscounted cash flows associated with our operating lease liabilities as of March 29, 2020 is as follows:

	Amount
	(in thousands)
2020	$	40,195
2021	69,193
2022	60,307
2023	41,736
2024	30,055
Beyond	63,136
Total lease payments	304,622
Less: imputed interest	(21,799)
Total present value of lease liabilities	$	282,823

        As of September 29, 2019, $343.5 million of minimum rental commitments on operating leases was payable as follows: $108.8 million in fiscal 2020, $66.4 million in fiscal 2021, $51.4 million in fiscal 2022, $36.5 million in fiscal 2023, $25.8 million in fiscal 2024, and $54.6 million thereafter. Rental expense for the three and six months ended March 31, 2019 was $19.2 million and $38.6 million, respectively.

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Reportable Segments (Tables)

6 Months Ended

Mar. 29, 2020

Segment Reporting [Abstract]

Summarized Financial Information of Reportable Segments

The following tables summarize financial information regarding our reportable segments:

	Three Months Ended				Six Months Ended
	March 29, 2020		March 31, 2019		March 29, 2020		March 31, 2019
	(in thousands)
Revenue
GSG	$	436,903	$	417,526	$	894,307	$	829,497
CIG	308,412		322,458		659,576		640,252
RCM	5		(4,645)		150		(3,192)
Elimination of inter-segment revenue	(11,187)		(12,718)		(22,277)		(26,505)
Total	$	734,133	$	722,621	$	1,531,756	$	1,440,052
Income from operations
GSG	$	35,347	$	44,803	$	77,395	$	82,217
CIG	21,676		20,869		53,309		47,968
RCM	(1)		(5,938)		1		(5,934)
Corporate (1)	(9,492)		(12,189)		(19,873)		(20,995)
Total	$	47,530	$	47,545	$	110,832	$	103,256

⁽¹⁾ Includes amortization of intangibles, other costs and other income not allocable to our reportable segments.

	Balance at
	March 29, 2020		September 29, 2019
	(in thousands)
Total Assets
GSG	$	546,090	$	587,040
CIG	362,446		450,276
RCM	14,285		15,608
Corporate (1)	1,420,329		1,094,484
Total	$	2,343,150	$	2,147,408

⁽¹⁾ Corporate assets consist of intercompany eliminations and assets not allocated to our reportable segments including goodwill, intangible assets, leases, deferred income taxes and certain other assets.

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Property and Equipment (Tables)

6 Months Ended

Mar. 29, 2020

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following:

	Balance at
	March 29, 2020		September 29, 2019
	(in thousands)
Equipment, furniture and fixtures	$	112,803	$	114,652
Leasehold improvements	33,495		34,881
Land and buildings	378		371
Total property and equipment	146,676		149,904
Accumulated depreciation	(111,190)		(110,463)
Property and equipment, net	$	35,486	$	39,441

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Revenue and Contract Balances - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 29, 2020	Mar. 31, 2019	Mar. 29, 2020	Mar. 31, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 734,133	$ 722,621	$ 1,531,756	$ 1,440,052
Fixed-price
Disaggregation of Revenue [Line Items]
Revenue	255,613	247,831	526,668	488,764
Time-and-materials
Disaggregation of Revenue [Line Items]
Revenue	350,618	345,626	738,776	682,163
Cost-plus
Disaggregation of Revenue [Line Items]
Revenue	127,902	129,164	266,312	269,125
U.S. state and local government
Disaggregation of Revenue [Line Items]
Revenue	102,260	129,868	224,616	253,147
U.S. federal government
Disaggregation of Revenue [Line Items]
Revenue	243,261	216,498	488,564	441,256
U.S. commercial
Disaggregation of Revenue [Line Items]
Revenue	162,198	165,970	345,169	338,758
International
Disaggregation of Revenue [Line Items]
Revenue	$ 226,414	$ 210,285	$ 473,407	$ 406,891

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Reportable Segments - Financial Information (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 29, 2020 USD ($)	Mar. 31, 2019 USD ($)	Mar. 29, 2020 USD ($) segment	Mar. 31, 2019 USD ($)	Sep. 29, 2019 USD ($)
Financial information regarding reportable segments
Number of reportable segments | segment			2
Revenue	$ 734,133	$ 722,621	$ 1,531,756	$ 1,440,052
Income from operations	47,530	47,545	110,832	103,256
Total Assets	2,343,150		2,343,150		$ 2,147,408
Operating segment | GSG
Financial information regarding reportable segments
Revenue	436,903	417,526	894,307	829,497
Income from operations	35,347	44,803	77,395	82,217
Total Assets	546,090		546,090		587,040
Operating segment | CIG
Financial information regarding reportable segments
Revenue	308,412	322,458	659,576	640,252
Income from operations	21,676	20,869	53,309	47,968
Total Assets	362,446		362,446		450,276
Operating segment | RCM
Financial information regarding reportable segments
Revenue	5	(4,645)	150	(3,192)
Income from operations	(1)	(5,938)	1	(5,934)
Total Assets	14,285		14,285		15,608
Elimination of inter-segment revenue
Financial information regarding reportable segments
Revenue	(11,187)	(12,718)	(22,277)	(26,505)
Corporate
Financial information regarding reportable segments
Income from operations	(9,492)	$ (12,189)	(19,873)	$ (20,995)
Total Assets	$ 1,420,329		$ 1,420,329		$ 1,094,484

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Leases - Narrative (Details) $ in Millions	6 Months Ended
	Mar. 29, 2020 USD ($)
Lessee, Lease, Description [Line Items]
Renewal term (up to)	5 years
Operating leases not yet commenced	$ 1.7
Lease term	5 years
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease term	1 month
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease term	8 years

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Leases - Maturity Analysis of the Future Undiscounted Cash Flows of Operating and Finance Lease Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 29, 2020	Mar. 29, 2020	Sep. 29, 2019
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2020	$ 40,195	$ 40,195
2021	69,193	69,193
2022	60,307	60,307
2023	41,736	41,736
2024	30,055	30,055
Beyond	63,136	63,136
Total lease payments	304,622	304,622
Less: imputed interest	(21,799)	(21,799)
Total present value of lease liabilities	282,823	282,823
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
Total liability			$ 343,500
2020			108,800
2021			66,400
2022			51,400
2023			36,500
2024			25,800
Due after year 2024			$ 54,600
Rent expense	$ 19,200	$ 38,600

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Derivative Financial Instruments - Narrative (Details) $ in Thousands	3 Months Ended
	Dec. 30, 2018 agreement	Mar. 29, 2020 USD ($) instrument	Sep. 29, 2019 USD ($) instrument
Derivatives not designated as hedging instruments
Derivative Financial Instruments
Number of instruments held | instrument		0	0
Interest rate swap agreements | Designated as cash flow hedges | Derivatives designated as hedging instruments
Derivative Financial Instruments
Number of derivative agreements | agreement	5
Notional amount		$ 234,400
Fixed rate		2.79%
Gain (loss) to be reclassified during next twelve months		$ 5,500
Interest rate swap agreements | Designated as cash flow hedges | Derivatives designated as hedging instruments | Other current liabilities
Derivative Financial Instruments
Fair value of interest rate swap agreements		(16,568)	$ (10,873)
Interest Rate Swap 1 | Designated as cash flow hedges | Derivatives designated as hedging instruments
Derivative Financial Instruments
Notional amount		46,900
Interest Rate Swap 2 | Designated as cash flow hedges | Derivatives designated as hedging instruments
Derivative Financial Instruments
Notional amount		46,900
Interest Rate Swap 3 | Designated as cash flow hedges | Derivatives designated as hedging instruments
Derivative Financial Instruments
Notional amount		46,900
Interest Rate Swap 4 | Designated as cash flow hedges | Derivatives designated as hedging instruments
Derivative Financial Instruments
Notional amount		46,900
Interest Rate Swap 5 | Designated as cash flow hedges | Derivatives designated as hedging instruments
Derivative Financial Instruments
Notional amount		$ 46,900

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Commitments and Contingencies (Details)	Jul. 15, 2019 action
Commitments and Contingencies Disclosure [Abstract]
Loss contingency, actions taken by plaintiff	3

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Goodwill and Intangible Assets - Finite Lived Assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Mar. 29, 2020	Sep. 29, 2019
Finite-lived intangible assets
Gross Amount	$ 99,469	$ 96,722
Accumulated Amortization	(84,610)	(80,282)
Estimated amortization expense
2020	5,096
2021	5,898
2022	2,173
2023	1,491
2024	201
Total	$ 14,859
Client relations
Finite-lived intangible assets
Weighted- Average Remaining Life (in Years)	3 years
Gross Amount	$ 58,708	56,779
Accumulated Amortization	$ (51,596)	(50,455)
Backlog
Finite-lived intangible assets
Weighted- Average Remaining Life (in Years)	10 months 24 days
Gross Amount	$ 33,618	32,229
Accumulated Amortization	$ (27,889)	(24,968)
Trade names
Finite-lived intangible assets
Weighted- Average Remaining Life (in Years)	1 year 9 months 18 days
Gross Amount	$ 7,143	7,714
Accumulated Amortization	$ (5,125)	$ (4,859)

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Revenue and Contract Balances - Remaining Unsatisfied Performance Obligations (Details) $ in Thousands	Mar. 29, 2020 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining unsatisfied performance obligation	$ 2,972,097
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-03-30
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining unsatisfied performance obligation	$ 1,716,973
Remaining unsatisfied performance obligation, expected timing of satisfaction	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-03-29
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining unsatisfied performance obligation	$ 1,255,124
Remaining unsatisfied performance obligation, expected timing of satisfaction

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Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions	6 Months Ended
	Mar. 29, 2020	Mar. 31, 2019
Statement of Cash Flows [Abstract]
Income tax refunds	$ 0.5	$ 0.9

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Derivative Financial Instruments

6 Months Ended

Mar. 29, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

We often use certain interest rate derivative contracts to hedge interest rate exposures on our variable rate debt. Also, we may enter into foreign currency derivative contracts with financial institutions to reduce the risk that cash flows and earnings could adversely be affected by foreign currency exchange rate fluctuations. Our hedging program is not designated for trading or speculative purposes.

We recognize derivative instruments as either assets or liabilities on the accompanying consolidated balance sheets at fair value. We record changes in the fair value (i.e., gains or losses) of the derivatives that have been designated as cash flow hedges in our consolidated balance sheets as accumulated other comprehensive income, and in our consolidated statements of income for those derivatives designated as fair value hedges.

In fiscal 2018, we entered into five interest rate swap agreements that we designated as cash flow hedges to fix the interest rate on the borrowings under our term loan facility. As of March 29, 2020, the notional principal of our outstanding interest swap agreements was $234.4 million ($46.9 million each.) The interest rate swaps have a fixed interest rate of 2.79% and expire in July 2023 for all five agreements. At March 29, 2020 and September 29, 2019, the fair value of the effective portion of our interest rate swap agreements designated as cash flow hedges before tax effect was $(16.6) million and $(10.9) million, respectively, of which we expect to reclassify $5.5 million from accumulated other comprehensive income to interest expense within the next twelve months.

The fair values of our outstanding derivatives designated as hedging instruments were as follows:

		Fair Value of Derivative Instruments as of
	Balance Sheet Location	March 29, 2020		September 29, 2019
		(in thousands)
Interest rate swap agreements	Other current liabilities	$	(16,568)	$	(10,873)

Changes in the fair value of the interest rate swap agreements are presented on the consolidated statements of comprehensive income as follows:

	Six Months Ended
	March 29, 2020		March 31, 2019
	(in thousands)
Loss recognized in other comprehensive income, net of tax:
Interest rate swap agreements	$	(5,695)	$	(6,778)

We had no other derivative instruments that were not designated as hedging instruments for the first half of fiscal 2020 and fiscal year ended September 29, 2019.

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Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 29, 2020	Mar. 31, 2019	Mar. 29, 2020	Mar. 31, 2019
Statement of Comprehensive Income [Abstract]
Net income	$ 36,413	$ 55,944	$ 83,730	$ 97,976
Other comprehensive income, net of tax
Foreign currency translation adjustment, net of tax	(47,011)	9,245	(33,112)	(14,089)
Loss on cash flow hedge valuations	(7,365)		(5,695)
Loss on cash flow hedge valuations		(2,769)		(6,778)
Other comprehensive (loss) income attributable to Tetra Tech, net of tax	(54,376)	6,476	(38,807)	(20,867)
Other comprehensive (loss) income attributable to noncontrolling interests, net of tax	(4)	1	(2)	238
Comprehensive (loss) income attributable to Tetra Tech, net of tax	(17,979)	62,387	44,900	77,040
Comprehensive income attributable to noncontrolling interests, net of tax	12	34	21	307
Comprehensive (loss) income, net of tax	$ (17,967)	$ 62,421	$ 44,921	$ 77,347

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Recent Accounting Pronouncements (Policies)

6 Months Ended

Mar. 29, 2020

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

In August 2017, the Financial Accounting Standards Board ("FASB") issued accounting guidance on hedging activities. The amendment better aligns an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2018 (first quarter of fiscal 2020 for us). The adoption of this guidance had no impact on our consolidated financial statements.

        In February 2018, the FASB issued guidance on reclassification of certain tax effects from accumulated comprehensive income, which allows for a reclassification of stranded tax effects from the Tax Cuts and Jobs Act ("TCJA") from accumulated other comprehensive income to retained earnings. The guidance is effective for fiscal years beginning after December 15, 2018 (first quarter of fiscal 2020 for us). The adoption of this guidance had no material impact on our consolidated financial statements.

        In June 2016, the FASB issued updated guidance which requires entities to estimate all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The updated guidance also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. Subsequently, the FASB issued guidance clarifying and amending certain aspects of the credit losses standard in November 2019 and February 2020. The guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019 (first quarter of fiscal 2021 for us). Early adoption is permitted. We are currently evaluating the impact that this guidance will have on our consolidated financial statements.

        In August 2018, the FASB issued updated guidance modifying certain fair value measurement disclosures. The updated guidance contains additional disclosures to enable users of the financial statements to better understand the entity’s assumption used to develop significant unobservable inputs for Level 3 fair value measurements, but also eliminates the requirement for entities to disclose the amount of and reasons for transfers between Level 1 and Level 2 investments within the fair value hierarchy. This guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019 (first quarter of fiscal 2021 for us). Early adoption is permitted. We do not expect the adoption of this guidance to have a significant impact on our consolidated financial statements.

        In December 2019, the FASB issued guidance simplifying the accounting for income taxes by removing certain exceptions to general principles in Topic 740 and amending certain existing guidance for clarity. This guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020 (first quarter of fiscal 2022 for us). Early adoption is permitted. We do not expect the adoption of this guidance to have an impact on our consolidated financial statements.

In March 2020, the FASB issued guidance for the global transition away from referencing LIBOR, which provides temporary optional guidance in the form of optional expedients to ease the potential burden in accounting for reference rate reform. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform for hedging relationships existing as of December 31, 2022. The guidance is effective as of March 12, 2020 through December 31, 2022. As of March 29, 2020, this guidance had no impact on our consolidated financial statements. We are currently evaluating the impact this guidance will have on our consolidated financial statements for future periods.

Contract Assets and Contract Liabilities

Our RUPOs represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. We had $3.0 billion of RUPOs as of March 29, 2020. RUPOs increase with awards from new contracts or additions on existing contracts and decrease as work is performed and revenue is recognized on existing contracts. RUPOs may also decrease when projects are canceled or modified in scope. We include a contract within our RUPOs when the contract is awarded and an agreement on contract terms has been reached. Although RUPOs reflect business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. RUPOs are adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate. Our operations and maintenance contracts can generally be terminated by the clients without a substantive financial penalty. Therefore, the remaining performance obligations on such contracts are limited to the notice period required for the termination (usually 30, 60, or 90 days).

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Cover - shares	6 Months Ended
	Mar. 29, 2020	Apr. 22, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 29, 2020
Document Transition Report	false
Entity File Number	0-19655
Entity Registrant Name	TETRA TECH, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-4148514
Entity Address, Address Line One	3475 East Foothill Boulevard
Entity Address, City or Town	Pasadena
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91107
City Area Code	626
Local Phone Number	351-4664
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	TTEK
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		54,026,070
Entity Central Index Key	0000831641
Amendment Flag	false
Current Fiscal Year End Date	--09-27
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2

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Reclassifications Out of Accumulated Other Comprehensive Loss (Tables)

6 Months Ended

Mar. 29, 2020

Equity [Abstract]

Summary of Reclassifications Out of Accumulated Other Comprehensive Loss

The accumulated balances and reporting period activities for the three and six months ended March 29, 2020 and March 31, 2019 related to reclassifications out of accumulated other comprehensive income (loss) are summarized as follows:

	Three Months Ended
	Foreign Currency Translation Adjustments		Loss on Derivative Instruments		Accumulated Other Comprehensive Loss
	(in thousands)
Balances at December 30, 2018	$	(151,936)	$	(2,757)	$	(154,693)
Other comprehensive income (loss) before reclassifications	9,245		(2,504)		6,741
Amounts reclassified from accumulated other comprehensive loss:
Interest rate contracts, net of tax (1)	—		(265)		(265)
Net current-period other comprehensive income (loss)	9,245		(2,769)		6,476
Balances at March 31, 2019	$	(142,691)	$	(5,526)	$	(148,217)
Balances at December 29, 2019	$	(135,812)	$	(9,203)	$	(145,015)
Other comprehensive loss before reclassifications	(47,011)		(6,727)		(53,738)
Amounts reclassified from accumulated other comprehensive loss:
Interest rate contracts, net of tax (1)	—		(638)		(638)
Net current-period other comprehensive loss	(47,011)		(7,365)		(54,376)
Balances at March 29, 2020	$	(182,823)	$	(16,568)	$	(199,391)
	Six Months Ended
	Foreign Currency Translation Adjustments		Gain (Loss) on Derivative Instruments		Accumulated Other Comprehensive Loss
	(in thousands)
Balances at September 30, 2018	$	(128,602)	$	1,252	$	(127,350)
Other comprehensive loss before reclassifications	(14,089)		(6,287)		(20,376)
Amounts reclassified from accumulated other comprehensive loss:
Interest rate contracts, net of tax (1)	—		(491)		(491)
Net current-period other comprehensive loss	(14,089)		(6,778)		(20,867)
Balances at March 31, 2019	$	(142,691)	$	(5,526)	$	(148,217)
Balances at September 29, 2019	$	(149,711)	$	(10,873)	$	(160,584)
Other comprehensive loss before reclassifications	(33,112)		(4,574)		(37,686)
Amounts reclassified from accumulated other comprehensive loss:
Interest rate contracts, net of tax (1)	—		(1,121)		(1,121)
Net current-period other comprehensive loss	(33,112)		(5,695)		(38,807)
Balances at March 29, 2020	$	(182,823)	$	(16,568)	$	(199,391)
(1) This accumulated other comprehensive component is reclassified to “Interest expense” in our consolidated statements of income. See Note 14, “Derivative Financial Instruments”, for more information.

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Leases (Tables)

6 Months Ended

Mar. 29, 2020

Leases [Abstract]

Summary of Components of Lease Cost

The components of lease costs for the three and six months ended March 29, 2020 are as follows:

	Three Months Ended		Six Months Ended
	(in thousands)
Operating lease cost	$	21,595	$	42,767
Sublease income	(541)		(1,115)
Other	18		36
Total lease cost	$	21,072	$	41,688

        Supplemental cash flow information related to leases for the six months ended March 29, 2020 is as follows:

	Amount
	(in thousands)
Operating cash flows for operating leases	$	41,504
Right-of-use assets obtained in exchange for new operating lease liabilities	$	321,919

Summary of Supplemental Balance Sheet and Other Information

Supplemental balance sheet and other information related to leases as of March 29, 2020 are as follows:

	Amount
	(in thousands)
Operating leases:
Right-of-use assets	$	262,678
Lease liabilities:
Current	$	70,594
Long-term	212,229
Total operating lease liabilities	$	282,823
Weighted-average remaining lease term:
Operating leases	5 years
Weighted-average discount rate:
Operating leases	2.4		%

Summary of Maturity Operating Lease Liability

A maturity analysis of the future undiscounted cash flows associated with our operating lease liabilities as of March 29, 2020 is as follows:

	Amount
	(in thousands)
2020	$	40,195
2021	69,193
2022	60,307
2023	41,736
2024	30,055
Beyond	63,136
Total lease payments	304,622
Less: imputed interest	(21,799)
Total present value of lease liabilities	$	282,823

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Recent Accounting Pronouncements

6 Months Ended

Mar. 29, 2020

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In August 2017, the Financial Accounting Standards Board ("FASB") issued accounting guidance on hedging activities. The amendment better aligns an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2018 (first quarter of fiscal 2020 for us). The adoption of this guidance had no impact on our consolidated financial statements.

        In February 2018, the FASB issued guidance on reclassification of certain tax effects from accumulated comprehensive income, which allows for a reclassification of stranded tax effects from the Tax Cuts and Jobs Act ("TCJA") from accumulated other comprehensive income to retained earnings. The guidance is effective for fiscal years beginning after December 15, 2018 (first quarter of fiscal 2020 for us). The adoption of this guidance had no material impact on our consolidated financial statements.

        In June 2016, the FASB issued updated guidance which requires entities to estimate all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The updated guidance also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. Subsequently, the FASB issued guidance clarifying and amending certain aspects of the credit losses standard in November 2019 and February 2020. The guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019 (first quarter of fiscal 2021 for us). Early adoption is permitted. We are currently evaluating the impact that this guidance will have on our consolidated financial statements.

        In August 2018, the FASB issued updated guidance modifying certain fair value measurement disclosures. The updated guidance contains additional disclosures to enable users of the financial statements to better understand the entity’s assumption used to develop significant unobservable inputs for Level 3 fair value measurements, but also eliminates the requirement for entities to disclose the amount of and reasons for transfers between Level 1 and Level 2 investments within the fair value hierarchy. This guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019 (first quarter of fiscal 2021 for us). Early adoption is permitted. We do not expect the adoption of this guidance to have a significant impact on our consolidated financial statements.

        In December 2019, the FASB issued guidance simplifying the accounting for income taxes by removing certain exceptions to general principles in Topic 740 and amending certain existing guidance for clarity. This guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020 (first quarter of fiscal 2022 for us). Early adoption is permitted. We do not expect the adoption of this guidance to have an impact on our consolidated financial statements.

In March 2020, the FASB issued guidance for the global transition away from referencing LIBOR, which provides temporary optional guidance in the form of optional expedients to ease the potential burden in accounting for reference rate reform. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform for hedging relationships existing as of December 31, 2022. The guidance is effective as of March 12, 2020 through December 31, 2022. As of March 29, 2020, this guidance had no impact on our consolidated financial statements. We are currently evaluating the impact this guidance will have on our consolidated financial statements for future periods.

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Property and Equipment

6 Months Ended

Mar. 29, 2020

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment

Property and equipment consisted of the following:

	Balance at
	March 29, 2020		September 29, 2019
	(in thousands)
Equipment, furniture and fixtures	$	112,803	$	114,652
Leasehold improvements	33,495		34,881
Land and buildings	378		371
Total property and equipment	146,676		149,904
Accumulated depreciation	(111,190)		(110,463)
Property and equipment, net	$	35,486	$	39,441

The depreciation expense related to property and equipment was $3.1 million and $6.4 million for the three and six months ended March 29, 2020, respectively, compared to $4.2 million and $8.5 million for the prior-year periods. We classified $4.1 million and $5.4 million of net assets as held-for-sale and reported them as "Prepaid expenses and other current assets" on our consolidated balance sheets as of March 29, 2020 and September 29, 2019, respectively, related to the disposal of our Canadian turn-key pipeline activities. The $1.3 million decline was due to the sales of these held-for-sale assets during the first half of fiscal 2020, which resulted in a net gain of $3.0 million.

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Earnings per Share ("EPS")

6 Months Ended

Mar. 29, 2020

Earnings Per Share [Abstract]

Earnings per Share (EPS)

Earnings per Share (“EPS”)Basic EPS is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding, less unvested restricted stock for the period. Diluted EPS is computed by dividing net income by the weighted-average number of common shares outstanding and dilutive potential common shares for the period. Potential common shares include the weighted-average dilutive effects of outstanding stock options and unvested restricted stock using the treasury stock method.

The following table presents the number of weighted-average shares used to compute basic and diluted EPS:

	Three Months Ended				Six Months Ended
	March 29, 2020		March 31, 2019		March 29, 2020		March 31, 2019
	(in thousands, except per share data)
Net income attributable to Tetra Tech	$	36,397	$	55,911	$	83,707	$	97,907
Weighted-average common shares outstanding – basic	54,699		55,143		54,541		55,237
Effect of dilutive stock options and unvested restricted stock	764		842		839		924
Weighted-average common shares outstanding – diluted	55,463		55,985		55,380		56,161
Earnings per share attributable to Tetra Tech:
Basic	$	0.67	$	1.01	$	1.53	$	1.77
Diluted	$	0.66	$	1.00	$	1.51	$	1.74

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Leases - Supplemental Cash Flows (Details) $ in Thousands	6 Months Ended
	Mar. 29, 2020 USD ($)
Leases [Abstract]
Operating cash flows for operating leases	$ 41,504
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 321,919

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Earnings per Share ("EPS") - Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 29, 2020	Mar. 31, 2019	Mar. 29, 2020	Mar. 31, 2019
Earnings Per Share [Abstract]
Net income attributable to Tetra Tech	$ 36,397	$ 55,911	$ 83,707	$ 97,907
Weighted-average common shares outstanding – basic (in shares)	54,699	55,143	54,541	55,237
Effect of dilutive stock options and unvested restricted stock (in shares)	764	842	839	924
Weighted-average common stock outstanding – diluted (in shares)	55,463	55,985	55,380	56,161
Earnings per share attributable to Tetra Tech:
Basic (in dollars per share)	$ 0.67	$ 1.01	$ 1.53	$ 1.77
Diluted (in dollars per share)	$ 0.66	$ 1.00	$ 1.51	$ 1.74

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Related Party Transactions (Tables)

6 Months Ended

Mar. 29, 2020

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

Our consolidated balance sheets also included the following amounts related to these services:

	Balance at
	March 29, 2020		September 29, 2019
	(in thousands)
Accounts receivable, net	$	14,847	$	19,351
Contract assets	8,985		9,681
Contract liabilities	(489)		(111)

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Earnings per Share ("EPS") (Tables)

6 Months Ended

Mar. 29, 2020

Earnings Per Share [Abstract]

Schedule of Number of Weighted-average Shares Used to Compute Basic and Diluted EPS

The following table presents the number of weighted-average shares used to compute basic and diluted EPS:

	Three Months Ended				Six Months Ended
	March 29, 2020		March 31, 2019		March 29, 2020		March 31, 2019
	(in thousands, except per share data)
Net income attributable to Tetra Tech	$	36,397	$	55,911	$	83,707	$	97,907
Weighted-average common shares outstanding – basic	54,699		55,143		54,541		55,237
Effect of dilutive stock options and unvested restricted stock	764		842		839		924
Weighted-average common shares outstanding – diluted	55,463		55,985		55,380		56,161
Earnings per share attributable to Tetra Tech:
Basic	$	0.67	$	1.01	$	1.53	$	1.77
Diluted	$	0.66	$	1.00	$	1.51	$	1.74

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Stockholders' Equity and Stock Compensation Plans	6 Months Ended
	Mar. 29, 2020
Stockholders' Equity Note [Abstract]
Stockholders' Equity and Stock Compensation Plans	Stockholders’ Equity and Stock Compensation PlansWe recognize the fair value of our stock-based awards as compensation expense on a straight-line basis over the requisite service period in which the award vests. Stock-based compensation expense for the three and six months ended March 29, 2020 was $5.0 million and $9.4 million, respectively, compared to $4.1 million and $8.6 million for the same periods last year. Most of these amounts were included in SG&A in our consolidated statements of income. In the first half of fiscal 2020 (all in the first quarter), we awarded 74,011 performance share units (“PSUs”) to our non-employee directors and executive officers at a fair value of $99.85 per share on the award date. All of the PSUs are performance-based and vest, if at all, after the conclusion of the three-year performance period. The number of PSUs that ultimately vest is based 50% on the growth in our diluted earnings per share and 50% on our relative total shareholder return over the vesting period. Additionally, we awarded 163,525 restricted stock units (“RSUs”) to our non-employee directors, executive officers and employees at a fair value of $84.01 per share on the award date. All executive officer and employee RSUs have time-based vesting over a four-year period, and the non-employee director RSUs vest after one year.

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Basis of Presentation

6 Months Ended

Mar. 29, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited interim consolidated financial statements and related notes of Tetra Tech, Inc. (“we,” “us,” “our” or "Tetra Tech") have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and, therefore, should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended September 29, 2019.

These financial statements reflect all normal recurring adjustments that are considered necessary for a fair statement of our financial position, results of operations and cash flows for the interim periods presented. The results of operations and cash flows for any interim period are not necessarily indicative of results for the full year or for future years.

In the first quarter of fiscal 2020, we adopted Accounting Standards Update ("ASU") 2016-02 "Leases (Topic 842)", using the modified retrospective method. The new guidance was applied to leases that existed or were entered into on or after September 30, 2019. Our current year financial statements have been presented under Leases (Topic 842). However, the prior-year financial statements have not been adjusted and continue to be reported in accordance with previous guidance. See Note 8, "Leases" for further discussion of the adoption and the impact on our financial statements.

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Goodwill and Intangible Assets

6 Months Ended

Mar. 29, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets The following table summarizes the changes in the carrying value of goodwill:

	GSG		CIG		Total
	(in thousands)
Balance at September 29, 2019	$	441,802	$	483,018	$	924,820
Acquisition activity	35,560		5,508		41,068
Translation	(4,059)		(17,111)		(21,170)
Balance at March 29, 2020	$	473,303	$	471,415	$	944,718

The goodwill addition in GSG relates to the SEG acquisition completed in the second quarter of fiscal 2020. The purchase price allocation for this acquisition is preliminary and subject to adjustment based upon the final determination of the net assets acquired and information to perform the final valuation. Our goodwill was impacted by foreign currency translation related to our foreign subsidiaries with functional currencies that are different than our reporting currency. The goodwill amounts above are presented net of any reductions from historical impairment adjustments. The gross amounts of goodwill for GSG were $491.0 million and $459.5 million at March 29, 2020 and September 29, 2019, respectively, excluding $17.7 million of accumulated impairment. The gross amounts of goodwill for CIG were $577.1 million and $588.7 million at March 29, 2020 and September 29, 2019, respectively, excluding $105.7 million of accumulated impairment.

We perform our annual goodwill impairment review at the beginning of our fiscal fourth quarter. Our most recent annual review at July 1, 2019 (i.e. the first day of our fourth quarter in fiscal 2019) indicated that we had no impairment of goodwill, and all of our reporting units had estimated fair values that were in excess of their carrying values, including goodwill. All of our reporting units had estimated fair values that exceeded their carrying values by more than 25%.

        We also regularly evaluate whether events and circumstances have occurred that may indicate a potential change in the recoverability of goodwill. We perform interim goodwill impairment reviews between our annual reviews if certain events and circumstances have occurred, such as a deterioration in general economic conditions; an increase in the competitive environment; a change in management, key personnel, strategy or customers; negative or declining cash flows; or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods. Although we believe that our estimates of fair value for these reporting units are reasonable, if financial performance for these reporting units falls significantly below our expectations or market prices for similar business decline, the goodwill for these reporting units could become impaired.

We estimate the fair value of all reporting units with a goodwill balance based on a comparison and weighting of the income approach (weighted 70%), specifically the discounted cash flow method, and the market approach (weighted 30%), which estimates the fair value of our reporting units based upon comparable market prices and recent transactions, and also validates the reasonableness of the multiples from the income approach. The resulting fair value is most sensitive to the assumptions we use in our discounted cash flow analysis. The assumptions that have the most significant impact on the fair value calculation are the reporting unit’s revenue growth rate and operating profit margin, and the discount rate used to convert future estimated cash flows to a single present value amount.

During the second quarter of fiscal 2020, we considered whether the global economic disruption due to the COVID-19 pandemic had caused the fair value of any of our reporting units to fall below their carrying value resulting in goodwill impairment. Although our forecasted revenue and operating income for the second half of fiscal 2020 are now lower than our expectations during our last annual and interim impairment tests, we concluded that none of our reporting units' fair value had fallen below their carrying value. However, our Asia Pacific ("ASP") and Remediation and Field Services ("RFS") reporting units had fair values that exceeded their carrying values by less than 20% as of March 29, 2020. The carrying values for our ASP and RFS reporting units include approximately $102 million and $48 million of goodwill, respectively. If the financial performance of the operations in the ASP and RFS reporting units were to deteriorate further and fall below our current revenue and operating profit margin forecasts, or we are required to increase the discount rate used in our cash flow analysis, the related goodwill may become impaired.

During the fourth quarter of fiscal 2019, we performed an interim goodwill impairment review of our RFS reporting unit and recorded a $7.8 million goodwill impairment charge. As a result of the impairment charge, the estimated fair value of the RFS reporting unit equaled its carrying value of $61 million at September 29, 2019, including the remaining $48.8 million of goodwill.

        The gross amount and accumulated amortization of our acquired identifiable intangible assets with finite useful lives included in “Intangible assets, net” on our consolidated balance sheets, were as follows:

	March 29, 2020					September 29, 2019
	Weighted- Average Remaining Life (in Years)	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
	($ in thousands)
Client relations	3.0	$	58,708	$	(51,596)	$	56,779	$	(50,455)
Backlog	0.9	33,618		(27,889)		32,229		(24,968)
Trade names	1.8	7,143		(5,125)		7,714		(4,859)
Total		$	99,469	$	(84,610)	$	96,722	$	(80,282)

Amortization expense for the three and six months ended March 29, 2020 was $3.4 million and $6.4 million, respectively, compared to $2.2 million and $6.2 million for the prior-year periods. Estimated amortization expense for the remainder of fiscal 2020 and succeeding years is as follows:

	Amount
	(in thousands)
2020	$	5,096
2021	5,898
2022	2,173
2023	1,491
2024	201
Total	$	14,859

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Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 29, 2020	Mar. 29, 2020
Leases [Abstract]
Operating lease cost	$ 21,595	$ 42,767
Sublease income	(541)	(1,115)
Other	18	36
Total lease cost	$ 21,072	$ 41,688

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Stockholders' Equity and Stock Compensation Plans (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 29, 2020	Mar. 31, 2019	Mar. 29, 2020	Mar. 31, 2019
Stockholders' Equity and Stock Compensation Plans
Stock-based compensation expense	$ 5,000	$ 4,100	$ 9,400	$ 8,600
Performance-based restricted stock
Stockholders' Equity and Stock Compensation Plans
Percentage of shares that ultimately vest depending on growth in diluted earnings per share			50.00%
Percentage of shares that ultimately vest depending on the shareholder return relative to peer group of companies over vesting period			50.00%
Performance-based restricted stock | Non-employee directors and executive officers
Stockholders' Equity and Stock Compensation Plans
Granted (in shares)			74,011
Granted, fair value (in dollars per share)			$ 99.85
Vesting period			3 years
Restricted stock units | Non-employee directors, executive officers and employees
Stockholders' Equity and Stock Compensation Plans
Granted (in shares)			163,525
Granted, fair value (in dollars per share)			$ 84.01
Restricted stock units | Non-employee director
Stockholders' Equity and Stock Compensation Plans
Vesting period			1 year
Restricted stock units | Executive officers and employees
Stockholders' Equity and Stock Compensation Plans
Vesting period			4 years

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Fair Value Measurements (Details) $ in Millions	Mar. 29, 2020 USD ($)
Fair Value Disclosures [Abstract]
Borrowing under credit agreement	$ 345.5

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Reclassifications Out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 29, 2020	Mar. 31, 2019	Mar. 29, 2020	Mar. 31, 2019
Reclassifications out of accumulated other comprehensive loss
Beginning balance	$ 1,026,765	$ 954,301	$ 989,464	$ 967,100
Amounts reclassified from accumulated other comprehensive loss:
Net current-period other comprehensive loss	(54,380)	6,477	(38,809)	(20,629)
Ending balance	950,238	990,605	950,238	990,605
Foreign Currency Translation Adjustments
Reclassifications out of accumulated other comprehensive loss
Beginning balance	(135,812)	(151,936)	(149,711)	(128,602)
Other comprehensive income (loss) before reclassifications	(47,011)	9,245	(33,112)	(14,089)
Amounts reclassified from accumulated other comprehensive loss:
Interest rate contracts, net of tax	0	0	0	0
Net current-period other comprehensive loss	(47,011)	9,245	(33,112)	(14,089)
Ending balance	(182,823)	(142,691)	(182,823)	(142,691)
Loss on Derivative Instruments
Reclassifications out of accumulated other comprehensive loss
Beginning balance	(9,203)	(2,757)	(10,873)	1,252
Other comprehensive income (loss) before reclassifications		(2,504)		(6,287)
Amounts reclassified from accumulated other comprehensive loss:
Net current-period other comprehensive loss		(2,769)		(6,778)
Ending balance		(5,526)		(5,526)
Loss on Derivative Instruments | Interest rate swap agreements
Amounts reclassified from accumulated other comprehensive loss:
Interest rate contracts, net of tax		(265)		(491)
Loss on Derivative Instruments
Reclassifications out of accumulated other comprehensive loss
Other comprehensive income (loss) before reclassifications	(6,727)		(4,574)
Amounts reclassified from accumulated other comprehensive loss:
Net current-period other comprehensive loss	(7,365)		(5,695)
Ending balance	(16,568)		(16,568)
Loss on Derivative Instruments | Interest rate swap agreements
Amounts reclassified from accumulated other comprehensive loss:
Interest rate contracts, net of tax	(638)		(1,121)
Accumulated Other Comprehensive Loss
Reclassifications out of accumulated other comprehensive loss
Beginning balance	(145,015)	(154,693)	(160,584)	(127,350)
Other comprehensive income (loss) before reclassifications	(53,738)	6,741	(37,686)	(20,376)
Amounts reclassified from accumulated other comprehensive loss:
Interest rate contracts, net of tax	(638)	(265)	(1,121)	(491)
Net current-period other comprehensive loss	(54,376)	6,476	(38,807)	(20,867)
Ending balance	$ (199,391)	$ (148,217)	$ (199,391)	$ (148,217)

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Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 29, 2020	Mar. 31, 2019	Mar. 29, 2020	Mar. 31, 2019	Sep. 29, 2019
Property and Equipment
Property and equipment, gross	$ 146,676		$ 146,676		$ 149,904
Accumulated depreciation	(111,190)		(111,190)		(110,463)
Property and equipment, net	35,486		35,486		39,441
Depreciation expense related to property and equipment	3,100	$ 4,200	6,400	$ 8,500
Assets held-for-sale, current	4,100		4,100		5,400
Decline in assets held-for-sale			1,300
Gain on sale of property, plant and equipment			3,000
Equipment, furniture and fixtures
Property and Equipment
Property and equipment, gross	112,803		112,803		114,652
Leasehold improvements
Property and Equipment
Property and equipment, gross	33,495		33,495		34,881
Land and buildings
Property and Equipment
Property and equipment, gross	$ 378		$ 378		$ 371

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Acquisitions - Narrative (Details) $ in Thousands	3 Months Ended			6 Months Ended
	Mar. 29, 2020 USD ($)	Sep. 29, 2019 USD ($) employee	Mar. 31, 2019 USD ($)	Mar. 29, 2020 USD ($)	Mar. 31, 2019 USD ($)
Mergers and Acquisitions
Aggregate maximum of contingent consideration	$ 81,800			$ 81,800
Issuance of promissory note for business acquisition				0	$ 24,688
Reduction in contingent earn-out liabilities	1,600
Contingent consideration – fair value adjustments	1,571		$ (28)	1,571	(28)
Contingent earn-out liability	52,900			$ 52,900
Minimum
Mergers and Acquisitions
Significant unobservable input, earn-out period				2 years
Minimum | Existing customer contracts
Mergers and Acquisitions
Useful life of intangible assets				1 year
Minimum | Trade names
Mergers and Acquisitions
Useful life of intangible assets				3 years
Maximum
Mergers and Acquisitions
Significant unobservable input, earn-out period				3 years
Maximum | Existing customer contracts
Mergers and Acquisitions
Useful life of intangible assets				10 years
Maximum | Trade names
Mergers and Acquisitions
Useful life of intangible assets				5 years
Segue Technologies, Inc.
Mergers and Acquisitions
Fair value of acquisition purchase price	41,800
Initial cash payments	30,000
Payables	500			$ 500
Estimated fair value of contingent earn-out obligation	11,300			11,300
Aggregate maximum of contingent consideration	$ 20,000			$ 20,000
Contingent consideration achievement period	3 years
eGlobalTech
Mergers and Acquisitions
Fair value of acquisition purchase price			49,100
Payables			3,300		3,300
Estimated fair value of contingent earn-out obligation			21,100		21,100
Aggregate maximum of contingent consideration			$ 25,000		$ 25,000
Contingent consideration achievement period			3 years
Issuance of promissory note for business acquisition			$ 24,700
WYG plc
Mergers and Acquisitions
Fair value of acquisition purchase price		$ 54,200
Issuance of promissory note for business acquisition		$ 11,500
Number of employees | employee		1,600
Acquisition related costs		$ 10,400

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Fair Value Measurements	6 Months Ended
	Mar. 29, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value MeasurementsThe fair value of long-term debt was determined using the present value of future cash flows based on the borrowing rates currently available for debt with similar terms and maturities (Level 2 measurement, as described in “Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended September 29, 2019). The carrying value of our long-term debt approximated fair value at March 29, 2020 and September 29, 2019. At March 29, 2020, we had borrowings of $345.5 million outstanding under our Amended Credit Agreement, which were used to fund business acquisitions, working capital needs, stock repurchases, dividends, capital expenditures and contingent earn-outs.

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Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 29, 2020	Mar. 31, 2019	Mar. 29, 2020	Mar. 31, 2019
Revenue	$ 734,133	$ 722,621	$ 1,531,756	$ 1,440,052
Gross profit	97,000	96,471	206,737	195,155
Selling, general and administrative expenses	(51,041)	(48,898)	(97,476)	(91,871)
Contingent consideration – fair value adjustments	1,571	(28)	1,571	(28)
Income from operations	47,530	47,545	110,832	103,256
Interest expense	(3,501)	(3,164)	(6,849)	(6,061)
Income before income tax (expense) benefit	44,029	44,381	103,983	97,195
Income tax (expense) benefit	(7,616)	11,563	(20,253)	781
Net income	36,413	55,944	83,730	97,976
Net income attributable to noncontrolling interests	(16)	(33)	(23)	(69)
Net income attributable to Tetra Tech	$ 36,397	$ 55,911	$ 83,707	$ 97,907
Earnings per share attributable to Tetra Tech:
Basic (in dollars per share)	$ 0.67	$ 1.01	$ 1.53	$ 1.77
Diluted (in dollars per share)	$ 0.66	$ 1.00	$ 1.51	$ 1.74
Weighted-average common shares outstanding:
Basic (in shares)	54,699	55,143	54,541	55,237
Diluted (in shares)	55,463	55,985	55,380	56,161
Subcontractor costs
Cost of revenue	$ (149,673)	$ (137,237)	$ (333,274)	$ (301,305)
Other costs of revenue
Cost of revenue	$ (487,460)	$ (488,913)	$ (991,745)	$ (943,592)

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Related Party Transactions

6 Months Ended

Mar. 29, 2020

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transaction

        We often provide services to unconsolidated joint ventures. Our revenue related to services we provided to unconsolidated joint ventures for the three and six months of fiscal 2020 was $19.1 million and $48.0 million, respectively, compared to $21.8 million and $45.7 million for the same periods last year. Our related reimbursable costs for the three and six months of fiscal 2020 were approximately $18.8 million and $47.6 million, respectively, compared to $21.6 million and $45.1 million for the prior-year periods. Our consolidated balance sheets also included the following amounts related to these services:

	Balance at
	March 29, 2020		September 29, 2019
	(in thousands)
Accounts receivable, net	$	14,847	$	19,351
Contract assets	8,985		9,681
Contract liabilities	(489)		(111)

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Mar. 29, 2020	Mar. 31, 2019
Cash flows from operating activities:
Net income	$ 83,730	$ 97,976
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	12,809	14,731
Equity in income of unconsolidated joint ventures	(3,333)	(1,386)
Distributions of earnings from unconsolidated joint ventures	2,467	1,193
Amortization of stock-based awards	9,437	8,595
Deferred income taxes	3,153	(26,092)
Provision for doubtful accounts	5,560	9,878
Fair value adjustments to contingent consideration	(1,571)	28
Gain on sale of property and equipment	(3,523)	(223)
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable and contract assets	99,367	48,041
Prepaid expenses and other assets	5,317	(16,007)
Accounts payable	(89,630)	(26,908)
Accrued compensation	(44,690)	(29,604)
Contract liabilities	24,130	5,114
Other liabilities	(14,129)	17,863
Income taxes receivable/payable	(5,895)	(3,951)
Net cash provided by operating activities	83,199	99,248
Cash flows from investing activities:
Payments for business acquisitions, net of cash acquired	(27,739)	3,545
Capital expenditures	(5,876)	(7,178)
Proceeds from sale of property and equipment	6,316	250
Net cash used in investing activities	(27,299)	(3,383)
Cash flows from financing activities:
Proceeds from borrowings	243,364	128,717
Repayments on long-term debt	(174,730)	(162,092)
Repurchases of common stock	(81,660)	(50,000)
Taxes paid on vested restricted stock	(10,857)	(6,802)
Stock options exercised	7,927	3,834
Net change in overdrafts	2,737	0
Dividends paid	(16,414)	(13,270)
Payments of contingent earn-out liabilities	(9,624)	(11,067)
Net cash used in financing activities	(39,257)	(110,680)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(2,409)	(645)
Net increase (decrease) in cash, cash equivalents and restricted cash	14,234	(15,460)
Cash, cash equivalents and restricted cash at beginning of period	120,901	148,884
Cash, cash equivalents and restricted cash at end of period	135,135	133,424
Cash paid during the period for:
Interest	6,510	6,057
Income taxes, net of refunds received of $0.5 million and $0.9 million	23,437	30,707
Supplemental disclosures of non-cash investing activities:
Issuance of promissory note for business acquisition	0	24,688
Reconciliation of cash, cash equivalents and restricted cash:
Total cash, cash equivalents and restricted cash	$ 135,135	$ 133,424