What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-11-20 compared with 2024-11-19 · 430 added, 250 removed, 1189 unchanged (36% of the section changed)

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Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at September 29 , 202 4 and October 1 , 202 3

Consolidated Statements of Income for the fiscal years ended September 29 , 202 4 , October 1 , 202 3 and October 2 , 202 2

Consolidated Statements of Comprehensive Income for the fiscal years ended September 29 , 202 4 , October 1 , 202 3 and October 2 , 202 2

Consolidated Statements of Cash Flows for the fiscal years ended September 29 , 202 4 , October 1 , 202 3 and October 2 , 202 2

Consolidated Statements of Equity for the fiscal years ended September 29 , 202 4 , October 1 , 202 3 and October 2 , 20 2 2

Consolidated Balance Sheets at September 28, 2025 and September 29, 2024

Consolidated Statements of Income for the fiscal years ended September 28, 2025, September 29, 2024 and October 1, 2023

Consolidated Statements of Comprehensive Income for the fiscal years ended September 28, 2025, September 29, 2024 and October 1, 2023

Consolidated Statements of Cash Flows for the fiscal years ended September 28, 2025, September 29, 2024 and October 1, 2023

Consolidated Statements of Equity for the fiscal years ended September 28, 2025, September 29, 2024 and October 1, 2023

Notes to Consolidated Financial Statements

Schedule II – Valuation and Qualifying Accounts and Reserves for the fiscal years ended September 29 , 202 4 , October 1 , 202 3 and October 2 , 202 2

Schedule II – Valuation and Qualifying Accounts and Reserves for the fiscal years ended September 28, 2025, September 29, 2024 and October 1, 2023

Report of Independent Registered Public Accounting Firm

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We have audited the accompanying consolidated balance sheets of Tetra Tech, Inc.

and its subsidiaries (the “Company”) as of September 29, 2024 and October 1, 2023, and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended September 29, 2024, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the "Company") as of September 28, 2025 and September 29, 2024, and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended September 28, 2025, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of September 28, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 29, 2024 and October 1, 2023, and the results of its operations and its cash flows for each of the three years in the period ended September 29, 2024 in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 28, 2025 and September 29, 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 28, 2025 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 28, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

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We believe that our audits provide a reasonable basis for our opinions.

As described in Management's Report on Internal Control over Financial Reporting, management has excluded LS Technologies ("LST") from its assessment of internal control over financial reporting as of September 29, 2024 because it was acquired by the Company in a purchase business combination during 2024.

We have also excluded LST from our audit of internal control over financial reporting.

LST is a wholly-owned subsidiary whose total assets and total revenues excluded from management's assessment and our audit of internal control over financial reporting represent 1.4% and 1.7%, respectively, of the related consolidated financial statement amounts as of and for the year ended September 29, 2024.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded SAGE Group Holdings ("SAGE") from its assessment of internal control over financial reporting as of September 28, 2025 because it was acquired by the Company in a purchase business combination during 2025.

We have also excluded SAGE from our audit of internal control over financial reporting.

SAGE is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 1.2% and 0.8%, respectively, of the related consolidated financial statement amounts as of and for the year ended September 28, 2025.

Definition and Limitations of Internal Control over Financial Reporting

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(vi) testing the existence and accuracy of total contract revenue recorded, on a sample basis, by obtaining and inspecting source documents such as contracts and purchase orders;

(vii) for certain on-call engineering or consulting contracts where revenue is recognized using the practical expedient right to invoice, testing the accuracy of revenue recognized, on a sample basis by obtaining and inspecting source documents, such as contracts and purchase orders;

(vii) for certain on-call engineering or consulting contacts where revenue is recognized using the practical expedient right to invoice, testing the accuracy of revenue recognized, on a sample basis by obtaining and inspecting source documents, such as contracts and purchase orders;

and (viii) for certain contracts, testing the completeness and accuracy of costs incurred to date, on a sample basis, by obtaining and inspecting source documents, such as invoices and timecards.

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ASSETS September 28,

2024 October 1,

2025 September 29,

Current assets:

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Prepaid expenses and other current assets 83,434 91,585

Assets held-for-sale 57,502 —

Income taxes receivable 15,334 21,970

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Current contingent earn-out liabilities 24,826 26,934

Liabilities held-for-sale 25,115 —

Other current liabilities 288,113 247,900

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Commitments and contingencies (Note 18)

Preferred stock – Authorize d, 2,000 shares of $ 0.01 par value;

no shares issued and outstanding at September 29, 2024 and October 1, 2023

Common stock – Authoriz ed, 750,000 shares of $ 0.01 par value;

issued and outstanding, 267,717 and 266,238 shares at September 29, 2024 and October 1, 2023 , respectively

Preferred stock – Authorized, 2,000 shares of $ 0.01 par value;

no shares issued and outstanding at September 28, 2025 and September 29, 2024

Common stock – Authorized, 750,000 shares of $ 0.01 par value;

issued and outstanding, 261,418 and 267,717 shares at September 28, 2025 and September 29, 2024, respectively

Additional paid-in capital — 35,900

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September 28,

2024 October 1,

2025 September 29,

2024 October 1, 2023

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Selling, general and administrative expenses ( 357,737 ) ( 356,024 ) ( 305,107 )

Legal contingency costs ( 115,000 ) — —

Impairment of goodwill ( 92,416 ) — —

Acquisition and integration expenses — ( 7,138 ) ( 33,169 )

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September 28,

2024 October 1,

2025 September 29,

2024 October 1, 2023

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Foreign currency translation adjustments, net of tax ( 17,165 ) 115,120 12,622

(Loss) gain on cash flow hedge valuations, net of tax — ( 2,412 ) 11,806

Loss on cash flow hedge valuations, net of tax — — ( 2,412 )

Net pension adjustments 263 1,300 2,638

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September 28,

2024 October 1,

2025 September 29,

2024 October 1, 2023

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Deferred income taxes ( 11,297 ) ( 19,980 ) ( 21,204 )

Provision for losses on accounts receivables 3,150 — —

Impairment of goodwill 92,416 — —

Fair value adjustments to contingent consideration ( 12,228 ) 2,541 12,255

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Other non-cash items 9,024 5,369 975

Changes in operating assets and liabilities, net of effects of business acquisitions:

Changes in operating assets and liabilities, net of effects of business acquisitions and divestitures:

Accounts receivable and contract assets ( 112,755 ) ( 40,188 ) ( 19,783 )

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Proceeds from sales of assets 919 742 715

Proceeds from company-owned life insurance policies 1,934 — —

Proceeds from divested business, net 2,406 — —

Proceeds from loan repayment from divested business 3,883 — —

Net cash used in investing activities ( 106,754 ) ( 111,043 ) ( 771,199 )

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Interest $ 34,956 $ 36,855 $ 47,367

Income taxes, net of refunds received o f $ 4.2 million, $ 2.2 million and $ 4.8 million

Income taxes, net of refunds received of $ 17.2 million, $ 4.2 million and $ 2.2 million

$ 110,830 $ 180,707 $ 93,176

Non-cash financing activities:

Excise taxes accrued but not paid $ 2,010 $ — $ —

Reconciliation of cash and cash equivalents:

Cash and cash equivalents $ 167,459 $ 232,689 $ 168,831

Cash and cash equivalents included in assets held-for-sale 913 — —

Total $ 168,372 $ 232,689 $ 168,831

See accompanying Notes to Consolidated Financial Statements.

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Consolidated Statements of Equity

Fiscal Years Ended October 2, 2022, October 1, 2023, and September 29, 2024

Fiscal Years Ended October 1, 2023, September 29, 2024, and September 28, 2025

(in thousands)

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BALANCE AT OCTOBER 2, 2022 264,903 $ 2,650 $ — ( 208,144 ) $ 1,388,581 $ 1,183,087 $ 50 $ 1,183,137

Issuance of shares under five -for-one stock split

215,926 2,160 — — ( 2,160 ) — — —

Comprehensive income, net of tax:

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Foreign currency translation adjustments — — — 12,623 — 12,623 ( 1 ) 12,622

Pension — — — 2,638 — 2,638 — 2,638

Gain on cash flow hedge valuations — — — ( 2,412 ) — ( 2,412 ) — ( 2,412 )

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Shares issued for Employee Stock Purchase Plan 492 5 12,623 — — 12,628 — 12,628

Stock repurchases ( 6,708 ) ( 65 ) ( 14,884 ) — $ ( 185,051 ) ( 200,000 ) — ( 200,000 )

Reclassification of APIC — — 26,734 — $ ( 26,734 ) — — —

Capped call transactions — — ( 51,750 ) — 12,912 ( 38,838 ) — ( 38,838 )

BALANCE AT OCTOBER 1, 2023 266,238 2,662 — ( 195,295 ) 1,596,066 1,403,433 73 1,403,506

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Pension — — — 1,300 — 1,300 — 1,300

Gain on cash flow hedge valuations — — — ( 2,412 ) — ( 2,412 ) — ( 2,412 )

Comprehensive income, net of tax 449,802 61 449,863

Distributions paid to noncontrolling interests — — — — — — ( 43 ) ( 43 )

Cash dividends of $ 0.196 per common share

Cash dividend s of $ 0.220 per common share

— — — — ( 58,828 ) ( 58,828 ) — ( 58,828 )

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Shares issued for Employee Stock Purchase Plan 522 6 14,669 — — 14,675 — 14,675

Reclassification of APIC — — 26,734 — ( 26,734 ) — — —

BALANCE AT SEPTEMBER 29, 2024 267,717 2,677 35,900 ( 78,875 ) 1,870,620 1,830,322 91 1,830,413

Comprehensive income, net of tax:

Net income — — — — 247,724 247,724 225 247,949

Common Stock Additional

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Shares Amount

Capped call transactions — — ( 51,750 ) — 12,912 ( 38,838 ) — ( 38,838 )

BALANCE AT OCTOBER 1, 2023 266,238 2,662 — ( 195,295 ) 1,596,066 1,403,433 73 1,403,506

Comprehensive income, net of tax:

Net income — — — — 333,382 333,382 61 333,443

Foreign currency translation adjustments — — — ( 17,165 ) — ( 17,165 ) — ( 17,165 )

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Distributions paid to noncontrolling interests — — — — — — ( 120 ) ( 120 )

Cash dividends of $ 0.220 per common share

Acquisition — — — — — — 183 183

Cash dividends of $ 0.246 pe r common share

— — — — ( 65,039 ) ( 65,039 ) — ( 65,039 )

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Shares issued for Employee Stock Purchase Plan 459 4 15,302 — — 15,306 — 15,306

Stock repurchase ( 7,305 ) ( 73 ) ( 71,564 ) — ( 180,357 ) ( 251,994 ) — ( 251,994 )

BALANCE AT SEPTEMBER 28, 2025 261,418 $ 2,614 $ — $ ( 95,777 ) $ 1,872,948 $ 1,779,785 $ 379 $ 1,780,164

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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 solutions may span the entire life cycle of high-end consulting and engineering projects and include applied science, data analysis, research, engineering, design, project management and operations and maintenance.

We manage our business under two reportable segments.

Our solutions may span the entire life cycle of high-end consulting and engineering projects and include applied science, data analysis, research, engineering, design and project management.

We manage our operations under two reportabl e segments.

Our Government Services Group (“GSG”) reportable segment primarily includes activities with U.S.

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commercial clients and international clients other than development agencies .

These reportable segments allow 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.

Basis of Presentation

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Contract assets represent revenue recognized in excess of the amounts for which we have the contractual right to bill our customers.

Contract retentions, included in contract assets, represent amounts withheld by clients until certain conditions are met or the project is completed, which may extend beyond one year.

liabilities represent the amount of cash collected from clients and billings to clients on contracts in advance of work performed and revenue recognized.

Contract retentions, included in contract assets, represent amounts

withheld by clients until certain conditions are met or the project is completed, which may extend beyond one year.

Contract liabilities represent the amount of cash collected from clients and billings to clients on contracts in advance of work performed and revenue recognized.

The majority of these amounts are expected be earned within 12 months and are classified as current liabilities.

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We test our goodwill for impairment on an annual basis, and more frequently when an event occurs, or circumstances indicate that the carrying value of the asset may not be recoverable.

We believe the methodology that we use to review impairment of goodwill, which includes a significant amount of judgment and estimates, provides us with a reasonable basis to determine whether impairment has occurred.

However, many of the factors employed in determining whether our goodwill is

impaired are outside of our control and it is reasonably likely that assumptions and estimates will change in future periods.

We believe the methodology that we use to review impairment of goodwill, which includes a significant amount of judgment and estimates, provides us with a reasonable basis to

determine whether impairment has occurred.

However, many of the factors employed in determining whether our goodwill is impaired are outside of our control and it is reasonably likely that assumptions and estimates will change in future periods.

These changes could result in future impairments.

We perform our annual goodwill impairment review at the beginning of our fiscal fourth qu arter.

Our last annual review was performed at July 1, 2024 (i.e., the first day of our fiscal fourth quarter).

Our last annual review was performed at June 30, 2025 (i.e., the first day of our fiscal fourth quarter).

In addition, we regularly evaluate whether events and circumstances have occurred that may indicate a potential change in recoverability of goodwill.

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This guidance also addresses de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and disclosure requirements for uncertain tax positions.

Assets and Liabilities Held-for-Sale.

We classify assets as held-for-sale in the period when the following conditions are met:

(i) management, having the authority to approve the action, commits to a plan to sell the disposal group;

(ii) the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal group;

(iii) an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated;

(iv) the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the disposal group beyond one year;

(v) the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value;

and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The disposal group that is classified as held-for-sale is initially measured at the lower of its carrying value or fair value less any costs to sell.

The fair value of a disposal group less any costs to sell is assessed each reporting period it remains classified as held-for-sale and any subsequent change is reported as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held-for-sale.

Upon determining that a disposal group meets the criteria to be classified as held-for-sale, we report the assets and liabilities of the disposal group as held-for-sale in our consolidated balance sheets.

Once assets are classified as held for sale, they are no longer depreciated.

Concentration of Credit Risk.

Financial instruments that subject us to credit risk consist primarily of cash and cash equivalents and net accounts receivable.

In th e event that we have surplus cash, we place our temporary cash investments with lower ri sk financial institutions and, by policy, limit the amount of investment exposure to any one financial institution.

In the event that we have surplus cash, we place our temporary cash investments with lower risk financial institutions and, by policy, limit the amount of investment exposure to any one financial institution.

Approximately 27 % of accounts receivable were due from various agencies of the U.S.

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We determine the fu nctional currency of our foreign operating units based upon the primary currency in which they operate.

These operating units maintain their accounting records in their local currency, primarily Canadian and Australian dollars, Euros and British pounds.

These operating units maintain their accounting records in their local currency, primarily Australian and Canadian dollars, British pounds, and Euros.

Where the functional currency is not the U.S.

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Recently Issued Accounting Pro nouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires that an entity report segment information in accordance with Topic 280, Segment Reporting.

The amendments in the ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 (fiscal 2025 for us).

In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No.

2025-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and modernizes the accounting for costs related to internal-use software guidance in subtopic 350-40.

The guidance removes all references to project stages throughout Accounting Standards Codification ("ASC") 350-40 and clarifies the threshold entities apply to begin capitalizing costs.

The amendments in this ASU are effective for annual periods beginning after December 15, 2027 (fiscal 2029 for us).

Early adoption is permitted.

We are currently evaluating the impact of this guidance on our consolidated financial statements;

however, we do not plan to adopt Topic 280 before fiscal 2025.

however, we do not plan to adopt it before fiscal 2029.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Loss for Accounts Receivable and Contract Assets, which provides a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities, that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC Topic 606, "Revenue from Contracts with Customers".

The amendments in this ASU are effective for annual periods beginning after December 15, 2025 (fiscal 2027 for us).

Early adoption is permitted.

We are currently evaluating the impact of this guidance on our consolidated financial statements;

however, we do not plan to adopt it before fiscal 2027.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improve ments to Reportable Segment Disclosures , which requires that an entity report segment information in accordance with Topic 280, Segment

The amendments in the ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2023 (fiscal 2025 year-end for us), and interim periods within fiscal years beginning after December 15, 2024 (first quarter of fiscal 2026 for us).

The related disclosures are included in Note 19 , " Reportable Segments ".

In December 2023, the FASB issued ASU No.

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Early adoption is permitted.

The adoption of this ASU will not have a material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement (Topic 220):

Reporting Comprehensive Income.

ASU 2024-03 does not change or remove current expense presentation requirements within the consolidated statements of income.

However, the amendments require disclosure, on an annual and interim basis, of disaggregated information about certain income statement expense line items within the notes to the consolidated financial statements.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2026 (fiscal 2028 for us), and interim reporting periods beginning after December 15, 2027 (first quarter of fiscal 2029 for us).

Early adoption is permitted.

The adoption of t his ASU will not have a material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU No.

2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments, which clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years (first quarter of fiscal 2027 for us).

Early adoption is permitted.

We are currently evaluating the impact of this guidance on our consolidated financial statements;

however, we do not plan to adopt Topic 740 before fiscal 2026.

however, we do not plan to adopt this ASU before fiscal 2027.

Revenue and Contract Balances

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The cost input is based primarily on contract cost incurred to date compared to total estimated contract cost.

This measure includes forecasts based on the best information available and reflects our judgement to faithfully depict the value of the services transferred to the customer.

This measure includes forecasts based on the best information available and reflects our judgment to faithfully depict the value of the services transferred to the customer.

For certain on-call engineering or consulting and similar contracts, we recognize revenue in the amount which we have the right to invoice the customer if that amount corresponds directly with the value of our performance completed to date.

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September 28,

2024 October 1,

2025 September 29,

2024 October 1, 2023

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(2) Includes revenue generated from non-U.S.

clients, primarily i n United Kingdom, Australia and Canada.

clients, primarily i n Australia, Canada and the United Kingdom.

Other than the U.S.

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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.

There were no substantial non-current contract assets for the periods presented.

Net contract assets/liabilities consisted of the following (in thousands):

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September 28,

2024 October 1, 2023

2025 September 29, 2024

Contract assets (1)

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Contract liabilities ( 420,254 ) ( 351,738 )

Contract liabilities - non-current (2)

Net contract liabilities $ ( 284,650 ) $ ( 222,060 )

(1) Includ es $ 7.9 million and $ 6.8 million of contract retentions at fiscal 2024 and 2023 year-ends, respectively.

Both our contract assets and contract liabilities increased in fiscal 2024 compared to fiscal 2023 year-end, due to the timing of our milestone billing on fixed-price contracts which were different from the timing of revenue recognition on those

(1) Inclu des $ 12.8 million and $ 7.9 million of contract retentions at fiscal 2025 and 2024 year-ends, respectively.

(2) Reported under "Other non-current liabilities" on our consolidated balance sheet as of September 28, 2025.

Both our contract assets and contract liabilities increased at fiscal 2025 year-end compared to fiscal 2024 year-end, due to the timing of our milestone billing on fixed-price contracts which were different from the timing of revenue recognition on those contracts.

In fiscal 2025 and 2024, we recognized revenue of approximately $ 251 million and $ 247 million, respectively, from amounts included in the contract liability balances at the end of fiscal 2024 and 2023, respectively.

Revenue is recognized by measuring progress over time under Accounting Standards Codification Topic 606, "Revenue from Contracts with Customers".

Revenue is recognized by measuring progress over time under ASC Topic 606, "Revenue from Contracts with Customers".

We estimate and measure progress on our contracts over time whereby we compare our total costs incurred on each contract as a percentage of the total expected contract costs.

Changes in t hose 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, in fiscal 2024 and 2023, we recognized net favorable revenue and operating income adjustments of $ 29.8 million and $ 11.0 million, respective ly.

The corresponding net revenue and operating income adjustments were immaterial for fiscal 2022.

As a result, in fiscal 2025, 2024 and 2023, we recognized net favorable revenue and operating income adjustments of $ 46.4 million, $ 29.8 million and $ 11.0 million, respective ly.

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 September 29, 2024 and October 1, 2023, our consolidated balance sheets included liabilities for anticipated losses of $ 15.1 million and $ 8.5 million, respectively.

As of September 28, 2025 and September 29, 2024, our consolidated balance sheets included liabilities for anticipated losses of $ 13.5 million and $ 15.1 million, respectively.

The estimated cost to complete these related contracts at the end of fiscal 2025 and 2024 was approximately $ 78 million and $ 101 million, respectively.

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September 28,

2024 October 1,

2025 September 29,

Billed $ 855,026 $ 707,406

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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;

We estimate the 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 government agency or a commercial sector client;

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Within 12 months $ 2,848,652

Beyond 1,607,721

Total $ 4,101,127

(1) The majority of this amount is expected to be recognized over the subsequent two-year period.

Although RUPO reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur.

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Stock Repurchase and Dividends

On October 5, 2021, our Board of Directors authorized a stock repurchase program under which we could repurchase up to $ 400 million of our common stoc k .

On May 5, 2025, our Board of Directors authorized an additional $ 500 million stock repurchase program in addition to the previous $ 400 million stock repurchase program authorized on October 5, 2021.

In fiscal 2025, we repurchased and settled 7,304,697 shares with an average price of $ 34.22 per share for a total cost of $ 250.0 million in the open market.

In fiscal 2024 and 2023, we did not repurchase any shares of our common stock.

We repurchased and settled 6,708,395 shares with an average price of $ 29.81 per share for a total cost of $ 200.0 million in fiscal 2022 in the open market.

At fiscal 2025 year-end, we had a remaining balance of $ 597.8 million under our stock repurchase program.

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January 27, 2025 0.058 February 12, 2025 February 26, 2025 15,351

May 5, 2025 0.065 May 23, 2025 June 5, 2025 17,092

July 28, 2025 0.065 August 15, 2025 August 29, 2025 17,047

Total dividends paid as of September 28, 2025 $ 65,039

November 13, 2023 $ 0.052 November 30, 2023 December 13, 2023 $ 13,873

January 29, 2024 0.052 February 14, 2024 February 27, 2024 13,908

April 29, 2024 0.058 May 20, 2024 May 31, 2024 15,522

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Total dividends paid as of October 1, 2023 $ 52,113

November 15, 2021 $ 0.040 December 2, 2021 December 20, 2021 $ 10,793

January 31, 2022 0.040 February 11, 2022 February 25, 2022 10,769

May 2, 2022 0.046 May 13, 2022 May 27, 2022 12,311

August 1, 2022 0.046 August 12, 2022 August 26, 2022 12,226

Total dividends paid as of October 2, 2022 $ 46,099

Subsequent Events.

On November 11, 2024, our Board of Directors declared a quarterly cash dividend of $ 0.058 per share payable on December 13, 2024 to stockholders of record as of the close of business on November 27, 2024.

On November 10, 2025, our Board of Directors declared a quarterly cash dividend of $ 0.065 p er share payable on December 12, 2025 to stockholders of record as of the close of business on December 1, 2025.

Acquisitions and Divestitures

In fiscal 2025, we acquired Carron + Walsh ("CAW"), based in the Republic of Ireland.

CAW delivers project and cost management solutions for large-scale commercial, life science, residential and infrastructure programs across Europe.

CAW has valued relationships and framework agreements with life science clients, public sector bodies, housing authorities, financial lenders and private development companies.

In fiscal 2025, we also acquired SAGE Group Holdings ("SAGE"), an Australian consulting firm that provides innovative technology and high-quality automation services that optimize operational efficiency and drive digital transformation for commercial and government clients across the municipal water, energy, transportation, defense and manufacturing sectors.

Both CAW and SAGE are included in our CIG segment.

The aggregate fair value of the purchase price of these two acquisitions was $ 147 million.

This amount consisted of $ 104 million in initial cash payments and $ 43 million of the estimated fair value of contingent earn-out obligations, with a maximum of $ 60 million, based on the achievement of specified operating income targets in each of the three years following their respective acquisition dates.

The $ 147 million purchase price was allocated $ 13 million to net tangible assets, $ 14 million to identifiable intangible assets, $ 4 million to deferred income tax liability and $ 124 million to goodwill.

The purchase price allocations for these acquisitions are preliminary and subject to adjustment as the estimates, assumptions, valuations and other analyses have not yet been finalized in order to make a definitive allocation.

In fiscal 2024, we acquired LS Technologies ("LST"), an innovative U.S.

federal enterprise technology services and management consulting firm based in Fairfax, Virginia.

LST provides high-end consulting and engineering services including advanced data analytics, cybersecurity and digital transformation solutions to U.S.

LST provides high-end consulting and engineering services including

advanced data analytics, cybersecurity and digital transformation solutions to U.S.

government clients.

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The aggregate fair value of the purchase price of these two acquisitions was $ 120 million.

This amount consisted of $ 93 million in initial cash payments, $ 4 million of cash holdback related to a tax reserve, and $ 23 million for the estimated fair value of contingent earn-out obligations, with a maximum of $ 60 million, based upon the achievement of specified operating income targets in each of the

three years following the acquisition dates.

The $ 120 million purchase price was allocated $ 12 million to net tangible assets, $ 23 million to identifiable intangible assets, and $ 85 million to goodwill.

The purchase price allocation is preliminary and subject to adjustment as the estimates, assumptions, valuations and other analyses have not yet been finalized in order to make a definitive allocation.

These acquisitions were not considered material, individually or in aggregate, to our consolidated financial statements.

All of the aforementioned acquisitions in fiscal 2025 and 2024 were not considered material, individually or in aggregate, to our consolidated financial statements.

As a result, no pro forma information has been provided.

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On January 19, 2023, the court-sanctioned scheme of arrangement to purchase RPS was approved, and we completed the acquisition on January 23, 2023.

RPS employed approximately 5,000 associates in the United Kingdom, Europe, Asia Pacific and North America, delivering high-end solutions, especially in energy transformation, water and program management for government and commercial clients.

RPS delivers high-end solutions, especially in energy transformation, water and program management for government and commercial clients.

Substantially all of RPS is included in our CIG segment.

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Supplemental Pro Forma Information (Unaudited)

Following are the supplemental consolidated financial results of Tetra Tech and RPS on an unaudited pro forma basis, as if the RPS acquisition had been consummated as of the beginning of fiscal 2022 (i n thousands) :

Fiscal Year Ended

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With over 500 employees, Amyx provides application modernization, cybersecurity, systems engineering, financial management and program management support on over 30 Federal Government programs.

Amyx is included in our Government Services Group ("GSG") segment.

Amyx is included in our GSG segment.

The total fair value of the purchase price of Amyx was $ 120.9 million, consisted of a $ 100.0 million payable in a promissory note issued to the sellers (paid subsequent to closing), $ 8.7 million of payables related to estimated post-closing adjustments, and $ 12.2 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 date.

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As a result, no pro forma information has been provided.

In fiscal 2022, we acquired The Integration Group of America ("TIGA"), Piteau Associates (“PAE”) and two other financially immaterial acquisitions.

TIGA is based in Spring, Texas and is an industry leader in process automation and system integration solutions, including customized software and platform (SaaS/PaaS) applications, advanced data analytics, cloud data integration and platform virtualization.

PAE is based in Vancouver, British Columbia and is a global leader in sustainable natural resource analytics including hydrologic numerical modeling and dewatering system design.

PAE is part of our CIG segment, and TIGA and other financially immaterial acquisitions are part of our GSG segment.

The total fair value of the purchase price for all four acquisitions was $ 88.3 million.

This amount is comprised of $ 44.0 million in initial cash payments made to the sellers, $ 2.5 million of receivables (net) related to estimated post-closing adjustments for the net assets acquired, $ 15.5 million payable in a promissory note issued to the sellers along with related transaction expenses of the sellers (which were subsequently paid in July 2022) and $ 31.3 million for the estimated fair value of contingent earn-out obligations, with a maximum of $ 47.0 million, based upon the achievement of specified operating income targets in each of the three to five years following the acquisitions.

These acquisitions were not considered material, individually or in the aggregate, to our consolidated financial statements.

As a result, no pro forma information has been provided.

The majority of the goodwill from fiscal 2024 and 2022 acquisitions is deductible for tax purposes, while the majority of the goodwill from the fiscal 2023 acquisitions is not deductible for tax purposes.

The majority of the goodwill from fiscal 2024 acquisitions is deductible for tax purposes, while the majority of the goodwill from the fiscal 2023 and 2025 acquisitions is not deductible for tax purposes.

The results of our acquisitions were included in our consolidated financial statements beginning on the respective closing dates.

In fiscal 2025, our goodwill additions from CAW and SAGE acquisitions reflect the anticipated synergies related to proven systems and technology in project management, cost management, project controls and automation services which will provide superior project outcomes and drive digital transformation for defense, government and commercial customers, as delivered by a workforce with extensive technical expertise.

In fiscal 2024, our goodwill additions from the LST and CCE acquisitions reflect the extensive technical knowledge of the acquired workforces, the anticipated synergies in data analytics, cybersecurity and digital transformation services, and collective reputations of these acquisitions in providing mission critical solutions to both commercial and government customers.

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enhanced by a combined suite of differentiated data analytics and digital technologies, and expansion into existing and new geographies.

The fiscal 2022 goodwill additions are primarily attributable to the significant technical expertise residing in embedded workforces that are sought out by clients, long-term management experience, the industry reputations and the synergies expected to arise after the acquisitions in the areas of data management, digitization, modeling, water and natural resources.

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.

Intangible assets with finite lives arise from business acquisitions and are amortized based on the period over which the contractual or economic benefit of the intangible assets are expected to be realized on a straight-line basis over the useful lives of the underlying assets, ranging from one to 12 years.

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The significant unobservable inputs used in the fair value measurements are operating income projections over the earn-out period (generally three or five 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.

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.

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In each quarter during fiscal 2025, 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 RUPO and the inventory of prospective new contract awards.

In fiscal 2025, we recorded adjustments to our contingent earn-out liabilities and reported a net gain to operating income of $ 12.2 million.

The net gain primarily resulted from lower valuations of the contingent consideration liabilities for our prior acquisitions of LST and CCE, reflecting decreased valuations as their forecasted revenues and earnings did not become realized as previously anticipated.

In fiscal 2024, we recorded adjustments to our contingent earn-out liabilities and reported a net loss to operating income of $ 2.5 million.

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In fiscal 2023, we recorded adjustments to our contingent earn-out liabilities and reported a net loss to operating income of $ 12.3 million.

The net loss primarily resulted from increased valuations of the contingent consideration liabilities for our prior acquisitions of Segue Technologies, Inc., Hoare Lea, LLP ("HLE"), TIGA and PAE, reflecting their financial

performance that exceeded our previous expectations.

The net loss primarily resulted from increased valuations of the contingent consideration liabilities for our prior acquisitions of Segue Technologies, Inc., Hoare Lea, LLP, The Integration Group of America and Piteau Associates, reflecting their financial performance that exceeded our previous expectations.

These increases were partially offset by a decreased valuation of the contingent consideration for Amyx.

In fiscal 2022, total adjustments to our contingent earn-out liabilities in operating income were immaterial.

The following table summarizes the changes in the fair value of estimated contingent consideration (in thousands):

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September 28,

2024 October 1,

2025 September 29,

2024 October 1,

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Maximum potential payout at end of period $ 120,182 $ 102,006 $ 113,820

In fiscal 2025, our Board of Directors approved a plan to divest a Norwegian subsidiary that we acquired with RPS ("RPS Norway"), a non-core business reported within our CIG segment.

Management expects to complete the disposition within 12 months.

In accordance with FASB ASC Topic 205, “Presentation of Financial Statements,” we determined that the divestiture of RPS Norway did not represent a strategic shift that would have a major effect on our consolidated results of operations, and therefore it’s results of operations were not reported as discontinued operations.

We also concluded that the planned divestiture of RPS Norway met all the requisite held-for-sale criteria as of fiscal 2025 year-end.

Therefore, the related assets and liabilities were reclassified as held-for-sale on our consolidated balance sheet as of September 28, 2025 and will be until the date of sale.

No loss related to assets held-for-sale was recognized for the fiscal year ended September 28, 2025.

This divestiture was not considered material to our consolidated financial statements.

As a result, no pro forma information has been provided.

Goodwill and Intangible Assets

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Translation and other adjustments 6,010 75,450 81,460

Balance at October 1, 2023 659,942 1,220,302 1,880,244

Balance at September 29, 2024 750,817 1,295,752 2,046,569

Acquisition activity — 124,292 124,292

Goodwill impairment ( 92,416 ) — ( 92,416 )

Classified as held-for-sale — ( 18,533 ) ( 18,533 )

Translation and other adjustments 110 ( 10,148 ) ( 10,038 )

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We per form our annual goodwill impairment review at the beginning of our fiscal fourth quarter.

Our last review at July 1, 2024 (i.e., the first day of our fourth quarter in fiscal 2024) 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.

As of July 1, 2024, we had no reporting units that had estimated fair values that exceeded their carrying values by less than 72 %.

Our last review at June 30, 2025 (i.e., the first day of our fourth quarter in fiscal 2025) 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.

As of June 30, 2025, we had no reporting units that had estimated fair values that exceeded their carrying values by less than 38 %, except for our Global Development Services reporting unit ("GDS") as described below.

We also regularly evaluate whether events and c ircumstances have occurred that may indicate a potential change in the recoverability of goodwill.

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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.

The gross amounts of goodwill for GSG were $ 768.5 million and $ 677.6 million at fiscal 2024 and 2023 year-ends, respectively, excluding accumulated impairment of $ 17.7 million for each period.

During the second quarter of fiscal 2025, events and circumstances occurred that indicated a potential change in the recoverability of the goodwill in GDS.

GDS provides consulting and engineering services for international development agencies supporting humanitarian programs worldwide.

Although several agencies are supported by this work (primarily for the U.S., Australia and United Kingdom governments), over eighty percent of the activity has historically been for the United States Agency for International Development ("USAID").

On January 20, 2025, President Trump signed Executive Order 14169, titled "Reevaluating and Realigning United States Foreign Aid", which initiated a 90-day pause on all U.S.

foreign development assistance programs to assess their alignment with U.S.

foreign policy objectives with few exemptions.

Following a six-week review, on February 27, 2025, U.S.

Secretary of State Rubio announced the cancellation of 83 % of USAID programs, totaling approximately 5,200 contracts.

Subsequently, we were notified that virtually all of our contracts with USAID were terminated for convenience.

As a result of these events and circumstances, we performed an interim impairment review of the goodwill in GDS at our fiscal period end for February 2025.

We considered two methods to determine the fair value of the GDS reporting unit:

(i) the Income Approach and (ii) the Market Approach.

While each of these approaches is initially considered in the valuation of the business enterprise, the nature and characteristic of the reporting unit indicates which approach is most applicable.

The Income Approach utilizes the discounted cash flow method, which focuses on the expected cash flow of the reporting unit.

In applying this approach, the cash flow available for distribution is calculated for a finite period of years.

Cash flow available for distribution is defined, for purposes of this analysis, as the amount of cash that could be distributed as a dividend without impairing the future profitability or operations of the reporting unit.

The cash flow available for distribution and the terminal value (the value of the reporting unit at the end of the estimation period) are then discounted to present value to derive an indication of the value of the business enterprise.

The Market Approach is comprised of the guideline public company method and guideline transactions method.

The guideline company method focuses on comparing the reporting unit to select reasonably similar (or “guideline”) publicly

traded companies.

Under this method, valuation multiples are (i) derived from the operating data of selected guideline companies;

(ii) evaluated and adjusted based on the strengths and weaknesses of the reporting units relative to the selected guideline companies;

and (iii) applied to the operating data of the reporting unit to arrive at an indication of value.

In the similar transactions method, consideration is given to prices paid in recent transactions that have occurred in the reporting unit’s industry or in related industries.

For the interim impairment analysis of GDS, we utilized the Income Approach as it has the most direct correlation to the specific economics of the reporting unit.

The estimated fair value of equity of GDS was made using Level 3 inputs including the estimated discount rate that reflects the level of risk associated with receiving future cash flows and the forecasted long-term growth rates of GDS's revenue and operating income.

Based on our analysis, an impairment of $ 92.4 million was calculated as the deficit between the fair value of equity of the GDS reporting unit as compared to its carrying value, including goodwill of $ 130.5 million at our fiscal period end for February 2025.

As a result, we recorded a non-cash goodwill impairment charge of $ 92.4 million included in operating income in the second quarter of fiscal 2025.

The remaining $ 38.1 million of goodwill in GDS was primarily supported by our work for the Australia and United Kingdom foreign aid government agencies.

At of the annual impairment review date, the estimated fair value of the GDS reporting unit continued to approximate its carrying value.

Accordingly, a future reduction in foreign aid budgets could result in additional impairment to the GDS reporting unit.

Long-term assets other than goodwill in GDS are not material.

The gross amounts of goodwill for GSG were $ 768.6 million and $ 768.5 million at fiscal 2025 and 2024 year-ends, respectively, excluding accumulated impairment of $ 110.1 million and $ 17.7 million, respectively, for each period.

The gross amounts of goodwill for CIG were $ 1,512.9 million and $ 1,417.3 million at fiscal 2025 and 2024 year-ends, respectively, excluding accumulated impairment of $ 121.5 million for each period.

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Fiscal Year Ended

September 29, 2024 October 1, 2023

September 28, 2025 September 29, 2024

(in years) Gross

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Foreign currency translation adjustments increased net identifiable intangible assets by $ 13.4 million in fiscal 2024.

The foreign currency translation adjustments were immaterial in fiscal 2023.

These adjustments were immaterial in fiscal 2025.

Estimated amortization expense for the succeeding five fiscal years and beyond is as follows (in thousands ):

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September 28,

2024 October 1,

2025 September 29,

Equipment, furniture and fixtures $ 140,695 $ 139,070

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September 28,

2024 October 1,

2025 September 29,

2024 October 1,

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September 28,

2024 October 1,

2025 September 29,

2024 October 1,

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September 28,

2024 October 1,

2025 September 29,

2024 October 1,

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Tax differential on foreign earnings 2.8 2.0 1.5

Goodwill impairment 3.2 — —

Legal settlements 1.8 — —

Stock compensation 0.2 ( 0.4 ) ( 0.4 )

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Audit settlements — 0.9 —

Receivables/payables adjustments 1.7 — —

Other 1.6 1.1 0.6

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The effective tax rates for fiscal 2025, 2024 and 2023 wer e 34.3 %, 28.1 % and 31.8 %, respectively.

In fiscal 2025, w e recognized a $ 92.4 million goodwill impairment as described in Note 6, “Goodwill and Intangible Assets”.

We determined that $ 58.3 million of goodwill impairment is not deductible for income tax purposes.

We also recognized a $ 115.0 million non-recurring charge related to legal contingencies as describe d in Note 18 , " Commitments and Contingencies ".

We determined that $ 31.3 million of this charge is not tax deductible.

The fiscal 2024 income tax expense included $ 4.2 million of expense for the settlement of various tax positions that were under audit for fiscal years 2011 through 2021.

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Also, income tax expense was reduced by $ 1.6 million , $ 4.5 million and $ 4.6 million of excess tax benefits on share-based payments in fiscal 2025, 2024 and 2023, respectively.

Excluding the impact of the excess tax benefits on share-based payments in all years, the settlement amount in fiscal 2024, and the non-operating tax expenses in fiscal 2023, our effective tax rates for fiscal 2024, 2023 and 2022 were 28.1 %, 27.8 % and 27.5 %, respectively.

Excluding the impact of the excess tax benefits on share-based payments in all years, the goodwill impairment and the legal contingency charge in fiscal 2025, the settlement amount in fiscal 2024, and the non-operating tax expenses in fiscal 2023, our effective tax rates for fiscal 2025, 2024 and 2023 w ere 27.4 %, 28.1 % and 27.8 %, respectively.

In the normal course of business, we are subject to examination by tax authorities throughout the world.

The major jurisdictions where we file income tax returns are the United States, Australia, Canada, and the United Kingdom.

In the United States, Australia, and the United Kingdom, our income tax returns prior to fiscal year 2021 are no longer open for examination by tax authorities.

In Canada, we are currently under examination for fiscal years 2014 to 2022.

Temporary differences comprising the net deferred income tax asset shown on the accompanying consolidated balance sheets were as follows (in thousands):

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September 28,

2024 October 1,

2025 September 29,

Deferred Tax Assets:

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Net deferred tax assets $ 81,443 $ 75,367

Deferred tax assets excluding held-for-sale $ 106,238 $ 105,529

Deferred tax assets held-for-sale — —

Deferred tax assets 106,238 105,529

Deferred tax liabilities excluding held-for-sale ( 21,333 ) ( 30,162 )

Deferred tax liabilities held-for-sale ( 3,462 ) —

Deferred tax liabilities ( 24,795 ) ( 30,162 )

Net deferred tax assets $ 81,443 $ 75,367

Our foreign earnings are not considered indefinitely reinvested and any potential tax liability that would be incurred upon repatriation is recognized currently with the related income.

At September 29, 2024, we had available state net operating loss carry forwards of $ 26.6 million that expire at various dates from 2025 to 2043;

At September 28, 2025, we had available state net operating loss carry forwards of $ 25.3 million, of which $ 24.7 million expire at various dates from 2026 to 2044, and $ 0.6 million have no expiration date;

and available foreign NOL carry forwards of $ 71.1 million, of which $ 12.7 million expire at various dates from 2026 to 2045, and $ 58.4 million have no expiration date.

In addition, we had foreign capital loss carryforwards of $ 41.4 million, foreign corporate interest restriction allowances of $ 7.5 million, and foreign research and development credits of $ 4.2 million that do not have expiration dates.

In addition, we had foreign capital loss carryforwards of $ 40.4 million, foreign corporate interest restriction allowances of $ 4.4 million.

We have performed an assessment of positive and negative evidence regarding the realization of the deferred tax assets.

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At September 28, 2025, we had $ 40.9 million of unrecognized tax benefits, all of which, if recognized, would affect our effective tax rate.

It is reasonably possible that the amount of the unrecognized tax benefits with respect to certain of our unrecognized tax positions may not significantly decrease in the next 12 months.

It is reasonably possible that the amount of the unrecognized tax benefits with respect to certain of our unrecognized tax positions may significantly decrease in the next 12 months.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands) :

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September 28,

2024 October 1,

2025 September 29,

2024 October 1,

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We recognize potential interest and penalties related to unrecognized tax benefits in income tax expense.

During fiscal 2024 , 2023 and 2022 , we accrued additional interest and penalties of $ 3.8 million, $ 4.6 million and $ 0.5 million, respectively, and recorded reductions in accrued interest and penalties of $ 3.2 million , $ 2.0 million and $ 0.4 million, respe ctively, as a result of audit settlements and other prior-year adjustments.

The amount of interest and penalties accrued at September 29, 2024, October 1, 2023 and October 2, 2022 was $ 8.6 million, $ 8.0 million and $ 5.3 million, respectively.

During fiscal 2025 , 2024 and 2023 , we accrued additional interest and penalties of $ 3.4 million , $ 3.8 million and $ 4.6 million, respectively.

Additionally, we recorded reductions in accrued interest and penalties of $ 3.2 million and $ 2.0 million for fiscal 2024 and 2023, respe ctively, as a result of audit settlements and other prior-year adjustments.

The amount of interest and penalties accrued at September 28, 2025, September 29, 2024 and October 1, 2023 was $ 12.0 million , $ 8.6 million and $ 8.0 million, respectively.

Long-Term Debt

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September 28,

2024 October 1,

2025 September 29,

Credit facilities $ 200,000 $ 250,000

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Thereafter, the Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

The initial conversion rate applicable to the Convertible Notes was 5.0855 shares (pre-stock split) of our common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial price of approximately $ 196.64 per share (pre-stock split) of our common stock.

The initial conversion rate applicable to the Convertible Notes was 25.4275 shares (5.0855 pre-stock split) of our common stock per $1,000 principal amount of the Convertible Notes, which was equivalent to an initial price of approximately $ 39.33 per share ($ 196.64 pre-stock split) of our common stock.

The conversion rate is subject to adjustment for certain events, including stock splits and issuance of certain stock dividends on our common stock.

As adjusted to give effect to the stock split, the applicable conversion rate was 25.4345 shares of common stock per $1,000 principal amount of the Convertible Notes (equivalent to an adjusted conversion price of approximately $ 39.32 per share of common stock) at September 29, 2024.

The applicable conversion rate was 25.4614 shares of common stock per $1,000 principal amount of the Convertible Notes (equivalent to an adjusted conversion price of approximately $ 39.28 per share of common stock) at September 28, 2025.

Upon conversion, we will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver , as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.

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We will not be able to redeem the Convertible Notes prior to August 20, 2026.

On or after August 20, 2026, we have the option to redeem for cash all or any portion of the Convertible Notes if the last reported sale price of our common stock is equal to or greater than 130 % of the conversion price for a specified period of time at a redemption price equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus any accrued but unpaid interest.

principal amount of the Convertible Notes to be redeemed, plus any accrued but unpaid interest.

In addition, as described in the indenture governing the Convertible Notes, certain events of default including, but not limited to, bankruptcy, insolvency or reorganization, may result in the Convertible Notes becoming due and payable immediately.

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We used approximately $ 51.8 million of the net proceeds to pay the cost of the capped call transactions described below.

We used the remaining net proceeds to repay all $ 185.0 million principal amount outstanding under our revolving credit facility, the remaining $ 234.4 million principal amount outstanding under our senior secured term loan due 2027 and approximately $ 89.4 million principal amount outstanding under our senior secured term loan due 2026.

We used the remaining net proceeds to repay all $ 185.0 million principal amount outstanding under our revolving credit facility, the remaining $ 234.4 million principal amount outstanding under our senior secured term loan due 2027 under the Second Amended and Restated Credit Agreement, as well as approximately $ 89.4 million principal amount outstanding under our senior secured term loan due 2026 under the Third Amended and Restated Credit Agreement.

The Convertible Notes were recorded as a single unit within "Long-term debt" in our consolidated balance sheet as the conversion option within the Convertible Notes was not a derivative that would require bifurcation and the Convertible Notes did not involve a substantial premium.

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September 28,

2024 October 1,

2025 September 29,

Principal $ 575,000 $ 575,000

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September 28,

2024 October 1,

2025 September 29,

Interest expense $ 12,938 $ 12,866

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If, however, the market price per share of our common stock, as measured under the terms of the Capped Call Transactions, exceeds the cap price of the Capped Call Transactions, there would nevertheless be dilution and/or there would not be an offset of such cash payments, in each case, to the extent that such market price exceeds the cap price of the Capped Call Transactions.

The cap price of the Capped Call Transactions was initially $ 259.56 per share (pre-stock split), which represents a premium of 65 % over the last reported sale price of our common stock of $ 157.31 per share (pre-stock split) on the NASDAQ Global Select Market on August 17, 2023.

The cap price of the Capped Call Transactions was initially $ 51.91 per share ($ 259.56 pre-stock split), which represented a premium of 65 % over the last reported sale price of our common stock of $ 31.46 per share ($ 157.31 pre-stock split) on the NASDAQ Global Select Market on August 17, 2023.

The cap price is subject to adjustment for certain events, including stock splits and issuance of certain stock dividends on our common stock.

As adjusted to give effect to the stock split, the adjusted cap price was approximately $ 51.90 per share at September 29, 2024.

The adjusted cap price was approximately $ 51.84 per share at September 28, 2025.

We recorded the Capped Call Transactions as separate transactions from the issuance of the Convertible Notes.

The cost of $ 51.8 million incurred to purchase the Capped Call Transactions was recorded as a reduction to additional paid-in capital (net of $ 12.9 million in deferred taxes) on our consolidated balance sheet as of fiscal 2023 year-end.

On October 26, 2022, we entered into a Third Amended and Restated Credit Agreement that provides for an additional $ 500 million senior secured term loan facility (the "New Term Loan Facility") increasing our total borrowing capacity to $ 1.55 billion.

On January 23, 2023, we drew the entire amount of the New Term Loan Facility to partially finance the RPS acquisition.

The New Term Loan Facility is not subject to any amortization payments of principal and matures in January 2026.

On February 18, 2022, we entered into Amendment No.

2 to our Second Amended and Restated Credit Agreement (“Amended Credit Agreement”) with a total borrowing capacity of $ 1.05 billion that will mature in February 2027.

The Amended Credit Agreement is a $ 750 million senior secured, five-year facility that provides for a $ 250 million term loan facility (the “Amended Term Loan Facility”) and a $ 500 million revolving credit facility (the “Amended Revolving Credit Facility”).

2 to the Second Amended and Restated Credit Agreement (“Second Amended Credit Agreement”) with a total borrowing capacity of $ 1.05 billion that was scheduled to mature in February 2027.

The Second Amended Credit Agreement consisted of a $ 750 million senior secured, five-year facility that provides for a $ 250 million term loan facility (“Second Term Loan Facility”) and a $ 500 million revolving credit facility (the “Second Revolving Credit Facility”).

On October 26, 2022, we entered into a Third Amended and Restated Credit Agreement (“Third Amended Credit Agreement”) that provided for an additional $ 500 million senior secured term loan facility ("Third Term Loan Facility") increasing our total borrowing capacity to $ 1.55 billion.

On January 23, 2023, we drew the entire amount of the $ 500 million term loan facility which was scheduled to mature in January 2026.

On May 5, 2025 we repaid all facilities in full as detailed below.

On May 5, 2025, we entered into a Fourth Amended and Restated Credit Agreement (“Amended Credit Agreement”) with a total borrowing capacity of $ 1.5 billion that will mature in May 2030.

The Amended Credit Agreement is a $ 1.1 billion senior secured, five-year facility that provides for a $ 250 million 3-year term loan facility (the “3Y Term Loan Facility”), a $ 250 million 5-year term loan facility (“the 5Y Term Loan Facility”), and a $ 600 million revolving credit facility (the “Amended Revolving Credit Facility”).

In addition, the Amended Credit Agreement includes a $ 400 million accordion feature that allows us to increase the Amended Credit Agreement to $ 1.5 billion subject to lender approval.

The Amended Credit Agreement provides for, among other things, (i) refinance indebtedness under our Credit Agreement dated as of July 30, 2018;

The 5Y Term Loan Facility will be subject to quarterly amortization of principal, based upon the annual percentages of the original stated amount thereof (Year 1:

0.0%, Year 2:

0.0%, Year 3:

5.0 %, Year 4:

10.0 %, Year 5:

10.0 %), with the first payment being due at the end of the first full fiscal quarter following the second anniversary of the Amendment Effective Date.

The Amended Credit Agreement provides for, among other things, (i) refinance indebtedness under our Third Amended Credit Agreement;

(ii) finance open market repurchases of common stock, acquisitions, and cash dividends and distributions;

and (iii) utilize the proceeds for working capital, capital expenditures and other general corporate purposes.

The Amended Credit Agreement provides for a reduction in the interest grid for meeting certain sustainability targets related to the (i) reduction of greenhouse gas emissions through the

Company’s projects and operational sustainability initiatives and (ii) improvement of peoples’ lives as a result of the Company’s projects that provide environmental, social and governance benefits.

The Amended Credit Agreement provides for a reduction in the pricing levels of the Consolidated Leverage Ratio and the removal of the Secured Overnight Financing Rate ("SOFR") credit spread adjustment.

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 $ 400 million sublimit for multicurrency borrowings and letters of credit.

The entire Amended Term Loan Facility was drawn on February 18, 2022.

The entire 3Y Term Loan Facility and 5Y Term Loan Facility were drawn on May 5, 2025.

The proceeds from these term loans were used to pay down our Third Term Loan Facility and the Second Revolving Credit Facility in full on May 5, 2025.

We may borrow on the Amended Revolving Credit Facility, at our option, at either (a) a benchmark rate plus a margin that ranges from 1.000 % to 1.750 % 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 Secured Overnight Financing Rate ("SOFR") rate plus 1.00 %, plus a margin that ranges from 0 % to 0.875 % per annum.

federal funds rate plus 0.50 % per annum, the bank’s prime rate or the SOFR 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 February 18, 2027, or earlier at our discretion upon payment in full of loans and other obligations.

In fiscal 2023, we repaid the Amended Term Loan Facility in full with the Convertible Notes proceeds.

At fiscal 2024 year-end, we had $ 250 million in outstanding borrowings under the Amended Credit Agreement, which was consisted of $ 250 million under the New Term Loan Facility and no borrowings under the Amended Revolving Credit Facility.

The weighted-average interest rate of the outstanding borrowings under the Amended Credit Agreement during fiscal 2024 was 6.70 %.

The 5Y Term Loan Facility is subject to the same interest rate provisions.

The 3Y Term Loan Facility was repaid on September 26, 2025.

The Amended Credit Agreement expires on May 5, 2030, or earlier at our discretion upon payment in full of loans and other obligations.

At fiscal 2025 year-end, we had $ 200 million in outstanding borrowings under the Amended Credit Agreement, which consisted of $ 200 million under the 5Y Term Loan Facility and no borrowings under the Amended Revolving Credit Facility.

The weighted-average interest rate of the outstanding borrowings under the credit facilities during fiscal 2025 was 5.63 %.

In addition, we had $ 0.7 million in standby letters of credit under the Amended Credit Agreement.

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As of September 28, 2025 we had no bank overdrafts related to our disbursement bank accounts.

The following table presents scheduled maturities of our long-term debt (in thousands) :

The following table presents scheduled maturities of our long-term debt as of fiscal 2025 year-end (in thousands) :

Total $ 775,000

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The operating lease ROU asset at the commencement date also includes any lease payments made to the lessor at or before the commencement date and initial direct costs less lease incentives received.

Lease te rms may

include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Lease te rms 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.

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Based on this evaluation, we determined that some long-lived assets were no longer recoverable and were in fact impaired.

Fair value was based on expected future cash flows using Level 3 inputs under Accounting Standards Codification Topic 820, Fair Value Measurement.

Fair value was based on expected future cash flows using Level 3 inputs under ASC Topic 820, Fair Value Measurement.

The cash flows are those expected to be generated by the market participants, discounted at a real estate-based rate of interest.

As a result of our evaluation, we recorded a $ 16.4 million non-cash charge related to the ROU operating lease asset impairment which was reported in our fiscal 2023 statement of income, and a corresponding decrease to our ROU assets operating leases on our consolidated balance sheet at fiscal 2023 year-end.

As a result of our evaluation, we recorded a $ 16.4 million non-cash charge related to the ROU operating lease asset impairment which was reported in our fiscal 2023 consolidated statement of income, and a corresponding decrease to our ROU assets operating leases on our consolidated balance sheet at fiscal 2023 year-end.

The components of lease costs are as follows (in thousands) :

1 unchanged sentence

September 28,

2024 October 1,

2025 September 29,

Operating lease cost $ 102,518 $ 100,002

4 unchanged sentences

September 28,

2024 October 1,

2025 September 29,

Operating cash flows for operating leases $ 76,536 $ 79,354

3 unchanged sentences

September 28,

2024 October 1,

2025 September 29,

Operating leases:

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The $ 21 million total received was initially recorded in " Other long-term liabilities " until all potential amendments to the qualification criteria, including some that were proposed with retroactive application, were finalized in fiscal 2022.

In fiscal 2024 (all in the first quarter of fiscal 2024), we distributed approximately $ 10 million to our Canadian employees.

The remaining $ 11 million, which we expect to distribute in the first quarter of fiscal 2025, is reported in " Accrued compensation ".

We do not expect there will be any related impact on our operating income, and we have no outstanding applications for further government assistance.

In the first quarter of fiscal 2024, we distributed approximately $ 10 million to our Canadian employees.

The remaining was distributed in the first quarter of fiscal 2025.

We have no outstanding applications for further government assistance.

Stockholders' Equity and Stock Compensation Plans

14 unchanged sentences

The maximum amount that an employee can contribute during a purchase right period is $ 5,000 .

The exercise price of a purchase right i s the lesser of 100 % of the fair market value of a share of common stock on the first day of the purchase right period (the business day preceding January 1) or 85 % of the fair market value on the last day of the purchase right period (December 15, or the business day preceding December 15 if December 15 is not a business day).

The exercise price of a purchase right is the lesser of 100 % of the fair market value of a share of common stock on the first day of the purchase right period (the business day preceding January 1) or 85 % of the fair market value on the last day of the purchase right period (December 15, or the business day preceding December 15 if December 15 is not a business day).

The following table presents our stock-based compensation and related income tax benefits (in thousands):

1 unchanged sentence

September 28,

2024 October 1,

2025 September 29,

2024 October 1,

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(in thousands)

Outstanding on October 1, 2023 742 $ 7.89

Outstanding on September 29, 2024 332 $ 8.41

Exercised ( 66 ) 5.63

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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 growth in our diluted EPS and 50 % on our relative total shareholder return over the vesting period.

The number of PSUs that ultimately vest is based 50 % on growth in our diluted earnings per share ("EPS") and 50 % on our relative total shareholder return over the vesting period.

For these performance-based awards, our expected performance is reviewed to estimate the percentage of shares that will vest.

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Forfeited ( 75 ) 31.45 ( 29 ) 40.36

Nonvested balance at October 1, 2023 1,347 26.12 1,249 25.64

Nonvested balance at September 29, 2024 1,487 29.35 1,261 27.78

Granted 490 40.23 237 40.44

4 unchanged sentences

Nonvested balance at September 28, 2025 1,444 $ 32.21 1,319 $ 27.30

(1) Fiscal 2022 includes a payout adju stment of 440,990 PSUs due to the actual performance level achieved for PSUs granted in fiscal 2019 that vested during fiscal 2022.

(1) Fiscal 2023 includes a payout adjustment of 343,960 PSUs due to the actual performance level achieved for PSUs granted in fiscal 2020 that vested during fiscal 2023.

Fiscal 2024 includes a payout adjustment of 193,340 PSUs due to the actual performance level achieved for PSUs granted in fiscal 2021 that vested during fiscal 2024.

Fiscal 2025 includes a payout adjustment of 164,907 PSUs due to the actual performance level achieved for PSUs granted in fiscal 2022 that vested during fiscal 2025.

In fiscal 2025, 2024 and 2023, we awarded 490,144 , 723,420 and 525,410 shares of RSUs, respectively, to our key employees and non-employee directors.

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The stock-based compensation expense related to RSUs and PSUs for fiscal 2025, 2024 and 2023 was $ 31.4 million, $ 29.1 million and $ 26.2 million, respectively, and was included in total stock-based compensation expense.

The actual income tax benefit realized from RSUs and PSUs for fiscal 2024, 2023 and 2022 was $ 1.6 million, $ 4.0 million and $ 9.1 million, respectively.

The actual income tax benefit realized from RSUs and PSUs for fiscal 2025, 2024 and 2023 was $ 1.0 million, $ 1.6 million and $ 4.0 million,

respectively.

At fiscal 2025 year-end, there was $ 47.4 million of unrecognized stock-based compensation costs related to nonvested RSUs and PSUs that will be substantially recognized by fiscal 2029 year-end.

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September 28,

2024 October 1,

2025 September 29,

2024 October 1,

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September 28,

2024 October 1,

2025 September 29,

2024 October 1,

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Employee deferrals are deposited into a rabbi trust, and the funds are generally invested in individual variable life insurance contracts that we own and are specifically designed to informally fund savings plans of this nature.

At fiscal 2024 and 2023 year-ends, the consolidated balance sheets reflect assets of $ 70.1 million and $ 43.5 million, respectively, related to the deferred compensation plan in "Other long-term assets," and liabilities of $ 74.3 million and $ 43.4 million, respectively, related to the deferred compensation plan in "Other long-term liabilities." The net gains and losses related to the deferred compensation plan are reported as part of “Selling, general and administrative expenses” in our consolidated statements of income.

These related net gains and losses were immaterial for fiscal 2024, 2023 and 2022.

At fiscal 2025 and 2024 year-ends, our consolidated balance sheets reflect assets of $ 84.5 million and $ 70.1 million, respectively, related to the deferred compensation plan in "Other long-term assets," and liabilities of $ 80.0 million and $ 74.3 million, respectively, related to the deferred compensation plan in "Other long-term liabilities." The net gains and losses related to the deferred compensation plan were immaterial for fiscal 2025, 2024 and 2023.

In connection with an acquisition, we assumed a defined benefit pension plan (the “Plan”), which was operated for all qualifying employees.

6 unchanged sentences

September 28,

2024 October 1,

2025 September 29,

Fair value of plan assets $ 43,553 $ 46,815

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September 28,

2024 October 1,

2025 September 29,

Equities $ 692 $ 3,739

10 unchanged sentences

September 28,

2024 October 1,

2025 September 29,

Discount rate 5.85 % 5.00 %

2 unchanged sentences

Earnings per Share

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.

Basic EPS is computed by dividing net income available to common stockholders by the weighted-average common shares outstanding 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 stock-based awards and shares underlying our Convertible Notes.

For fiscal 2024, our Convertible Notes, described in Note 9, "Long-Term Debt", had a dilution impact on the dilutive potential common shares, which was calculated using the if-converted method.

For fiscal 20 25 and fiscal 2024, our Convertible Notes, described in Note 9, "Long-Term Debt", had a dilution impact on the dilutive potential common shares, wh ich was calculated using the if-converted method.

The dilution impact was due to the price of our common stock exceeding the conversion price.

The related Capped Call Transactions were excluded from the calculation of dilutive potential common shares as their effect is anti-dilutive.

The relat ed Capped Call Transactions were excluded from the calculation of dilutive potential common shares as their effect is anti-dilutive.

For fiscal 2025, 2024 and 2023, no options were excluded from the calculation of dilutive potential common shares.

2 unchanged sentences

September 28,

2024 October 1,

2025 September 29,

2024 October 1,

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The intrinsic value of the forward contract was immaterial at inception as the GBP/USD spot and forward exchange rates were essentially the same.

The fair value of the forward contract at October 2, 2022 was

$ 19.9 million, and an unrealized gain of the same amount was recognized in our fourth quarter of fiscal 2022 results.

The fair value of the forward contract at October 2, 2022 was $ 19.9 million, and an unrealized gain of the same amount was recognized in our fourth quarter of fiscal 2022 results.

On January 23, 2023, the forward contract was settled at the fair value of $ 109.3 million.

We recognized additional gains of $ 68.0 million and $ 21.4 million in the first and second quarters of fiscal 2023, respectively.

We recognized additional gains of

$ 68.0 million and $ 21.4 million in the first and second quarters of fiscal 2023, respectively.

All gains related to this transaction were reported in “Other non-operating income" on our consolidated income statements for the respective periods.

1 unchanged sentence

The five swaps expired on July 31, 2023.

At fiscal 2022 year-end, the fair value of the effective portion of our interest rate swap agreements designated as cash flow hedges before tax effect was an unrealized gain of $ 2.4 million, which was reported in "Other non-current assets" on our consolidated balance sheet.

Additionally, the related loss of $ 2.4 million and a gain of $ 11.8 million for fiscal yea r ended 2023 and 2022, respectively, were recognized and reported on our consolidated statements of comprehensive income.

We recognized a loss of $ 2.4 million and reported on our fiscal 2023 consolidated statement of comprehensive income.

There were no derivative instruments that were not designated as hedging instruments for fiscal 2025, 2024 and 2023.

6 unchanged sentences

Balances at October 2, 2022 $ ( 210,556 ) $ 2,412 $ — $ ( 208,144 )

Other comprehensive (loss) income before reclassifications ( 94,922 ) 15,937 — ( 78,985 )

Amounts reclassified from accumulated other comprehensive income

Interest rate contracts, net of tax (1)

— ( 4,131 ) — ( 4,131 )

Net current-period other comprehensive (loss) income ( 94,922 ) 11,806 — ( 83,116 )

Balances at October 2, 2022 $ ( 210,556 ) $ 2,412 $ — $ ( 208,144 )

Other comprehensive income (loss) before reclassifications 12,623 ( 5,192 ) 2,638 10,069

Amounts reclassified from accumulated other comprehensive income (loss)

Amounts reclassified from accumulated other comprehensive income

Interest rate contracts, net of tax (1)

2 unchanged sentences

Balances at October 1, 2023 $ ( 197,933 ) $ — $ 2,638 $ ( 195,295 )

Other comprehensiv e income be fore reclassifications

115,120 — 1,300 116,420

Other comprehensive income before reclassifications 115,120 — 1,300 116,420

Net current-period other comprehensive income 115,120 — 1,300 116,420

Balances at September 29, 2024 $ ( 82,813 ) $ — $ 3,938 $ ( 78,875 )

Other comprehensiv e income (loss) be fore reclassifications

( 17,165 ) — 263 ( 16,902 )

Net current-period other comprehensive income (loss)

( 17,165 ) — 263 ( 16,902 )

Balances at September 28, 2025 $ ( 99,978 ) $ — $ 4,201 $ ( 95,777 )

10 unchanged sentences

Contingent Consideration.

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 (see Note 2, "Basis of Presentation" and Note 5, "Acquisitions" for further information).

The fair value of long-t erm debt under our credit facility 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).

The carrying value of our long-term debt under our credit facility approximated fair value at the end of our fiscal 2025 and 2024.

At fiscal 2024 year-end, we had $ 250 million in outstanding borrowings under our Amended Credit Agreement, which consisted of $ 250 million under the New Term Loan Facility and no borrowings under the Amended Revolving Credit Facility.

The estimated fair value of our $ 575 million Convertible Notes, which were used to fund our business acquisitions, working capital needs, dividends, capital expenditures and contingent earn-outs, was determined based on the trading price of the Convertible Notes as of the last trading day of fiscal 2024.

At fiscal 2025 year-end, we had $ 200 million in outstanding borrowings under the Amended Credit Agreement, which consisted of $ 200 million under the 5Y Term Loan F acility and no borrowings under the Amended Revolving Credit Facility.

The estimated fair value of our $ 575 million Convertible Notes was determined based on the trading price of the Convertible Notes as of the last trading day of fiscal 2025.

We consider the fair value of the Convertible Notes to be a Level 2 measurement as they are not actively traded in markets.

The carrying amounts and estimated fair values of the Convertible Notes were approximately $ 564 million and $ 743 million, respectively, at September 29, 2024, and $ 561 million and $ 566 million, respectively, at October 1, 2023 (see Note 9 , " Long-Term Debt ").

The carrying amounts and estimated fair values of the Convertible Notes were approximately $ 566 million and $ 620 million, respectively, at September 28, 2025, and $ 564 million and $ 743 million, respectively, at September 29, 2024 (see Note 9 , " Long-Term Debt ").

Defined Benefit Pension Plan.

6 unchanged sentences

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 ("the USAO") filed an amended complaint in the intervention of three qui tam actions filed against our subsidiary, Tetra Tech EC, Inc.

On July 15, 2019, following an initial January 14, 2019 filing, the Civil Division of the United States Attorney's Office of the United States Department of Justice ("the USAO") filed an amended complaint in the intervention of three qui tam actions filed against our wholly-owned subsidiary, Tetra Tech EC, Inc.

("TtEC"), in the U.S.

District Court for the Northern District of California ("the Court").

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.

On March 5, 2024, the Court granted the USAO's motion to amend the filing to include additional claims against TtEC under the Comprehensive Environmental Response, Compensation, and Liability Act and common law.

The complaint alleged False Claims Act ("FCA") 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 (the "Covered Conduct").

To explore whether a negotiated resolution was possible, TtEC began engaging in discussions with the USAO during the first quarter of fiscal 2025 regarding a potential resolution of all claims.

On January 17, 2025, TtEC entered into a settlement agreement with the United States of America, acting through the USAO and on behalf of the Department of the Navy (collectively, the "United States"), an d also fil ed a proposed consent decree with the Court, to resolve this litigation.

TtEC entered into the settlement agreement and consent decree to avoid delay, uncertainty and expense of protracted litigation.

The settlement agreement and consent decree contain no admission of liability by TtEC.

Under the terms of the settlement agreement and consent decree, TtEC agreed to pay the United States $ 57 million and $ 40 million for FCA and CERCLA claims, respectively (the "Settlement Amounts") .

In the second quarter of fiscal 2025, we paid the $ 57 million settlement related to the FCA claim.

The $ 40 million CERCLA settlement payment was in the fourth quarter of fiscal 2025.

U pon entry of the consent decree by the Court and the United States' receipt of the Settlement Amounts, the United States released TtEC from any, and all civil or administrative monetary claims for the Covered Conduct under the civil FCA, the CERCLA, and other specified civil statutes and common law theories of liability.

Several ancillary claims brought by third-party private plaintiffs arising from the same services provided by TtEC at Hunters Point are also ongoing.

To explore whether a negotiated resolution is possible, TtEC began engaging in discussions with the USAO subsequent to the end of fiscal 2024 regarding a potential resolution of all claims.

There can be no assurance that any framework for resolution will be achieved and, if any settlement is achieved, what the final terms or dollar amount will be.

If a settlement is achieved, TtEC would not admit any wrongdoing and would be settling to avoid the delay, uncertainty and expense of protracted litigation.

It is reasonably possible that a charge to income, which could be material to our financial position, results of operations and cash flows, may be required in future periods as discussions with the USAO continue and additional information becomes available.

The settlement agreement and consent decree do not resolve these ancillary claims.

TtEC has initiated litigation with the insurance carrier with which TtEC maintained liability policies regarding the reasonably possible payment or reimbursement of a significant portion of the Settlement Amounts.

TtEC can give no assurances as to what portion, if any, of the Settlement Amounts will be recovered from the insurance carrier.

As a result of the settlement agreement and consent decree with the United States and in connection with discussions regarding the ancillary claims, we recorded a $ 115.0 million charge to operating income ($ 97.0 million for the settlement and $ 18.0 million estimated for the ancillary claims, respectively) in the first quarter of fiscal 2025.

Reportable Segments

We manage ou r 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 reporta ble segment primarily includes activities with U.S.

commercial clients and international clients other than development agencies.

Our reportable segments are described as follows:

We manage ou r operations under two reportable segments, GSG and CIG.

GSG provides high-end consulting and engineering services primarily to U.S.

2 unchanged sentences

government civilian and defense agencies with services in water, environment, sustainable infrastructure, information technology and disaster management.

GSG also provides engineering design services for U.S.

GSG provides engineering design services for U.S.

based federal and municipal clients, especially in water infrastructure, flood protection and solid waste.

GSG also leads our support for development agencies worldwide, especially in the United States, United Kingdom and Australia.

CIG primarily provides high-end consulting and engineering services to U.S.

CIG provides high-end consulting and engineering services to U.S.

commercial clients, and international clients, inclusive of the commercial and government sectors.

CIG supports commercial clients worldwide in renewable energy, industrial, high-performance buildings and aerospace markets.

CIG also provides sustainable 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), Europe, the United Kingdom and South America (primarily Brazil).

Management eva luates 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;

CIG supports commercial clients worldwide in energy, industrial, high-

performance buildings and aerospace markets.

CIG also provides sustainable 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), Europe, the United Kingdom and South America (primarily Brazil).

Our Chief Executive Officer serves as the chief operating decision maker (“CODM”) and is responsible for evaluating segment performance and allocating resources to our segments.

The CODM assesses segment revenue and segment operating income on a monthly basis by comparing actual results against the annual plan.

This evaluation supports strategic decisions related to segment profitability, resource allocation, pricing strategies, and cost optimization.

The segment operating income is presented before amortization expense associated with acquisitions and other unallocated corporate costs.

It is calculated as revenue less subcontractor costs, and other segment items including other costs of revenue and segment selling, general, and administrative expenses.

Certain expenses are not allocated to GSG and CIG segments for purposes of making operating decisions or evaluating financial performance and are reported under corporate expenses.

These expenses include amortization of intangibles, goodwill impairment charges, contingent consideration gains and losses, acquisition and integration expenses, certain legal contingency costs, as well as other costs and benefits that our CODM deems to be enterprise in nature.

Corporate expenses also include stock-based compensation expense related to corporate employees.

We account for inter-segment revenue 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.

In fiscal 2023, our Corporate segment operating losses included $ 33.2 million of acquisition and integration expenses as described in Note 5, "Acquisitions".

We also recorded a $ 16.4 million ($ 6.8 million in GSG, $ 8.3 million in CIG and $ 1.3 million in Corporate) non-cash impairment charge related to our ROU operating lease assets in fiscal 2023 (see Note 10, "Leases" for more information).

T he following tables present summarized financial information of our reportable segments (in thousands):

Reportable Segments

Fiscal Year Ended

September 29,

2024 October 1,

2023 October 2, 2022

GSG $ 2,483,355 $ 2,158,889 $ 1,820,868

CIG 2,786,731 2,424,649 1,738,436

Our CODM does not use assets by segment to evaluate performance or allocate resources;

therefore, we do not provide disclosure of assets by segment.

The accounting policies for segment reporting are the same as for our consolidated financial statements.

The tables below present financial information of our reportable segments (in thousands):

Fiscal Year Ended September 28, 2025

GSG CIG Total

Revenue from external customers $ 2,637,426 $ 2,805,164 $ 5,442,590

Inter-segment revenue 36,483 39,483 75,966

Segment revenue 2,673,909 2,844,647 5,518,556

Elimination of inter-segment revenue ( 75,966 )

Total revenue $ 5,198,679 $ 4,522,550 $ 3,504,048

Income from operations

GSG $ 281,026 $ 231,762 $ 198,448

CIG 328,510 243,750 194,142

Corporate (1)

Total consolidated revenue 5,442,590

Subcontractor costs - external ( 504,644 ) ( 320,586 ) ( 825,230 )

Subcontractor costs - inter-segment ( 39,483 ) ( 36,483 ) ( 75,966 )

Segment subcontractor costs ( 544,127 ) ( 357,069 ) ( 901,196 )

Elimination of inter-segment subcontractor costs 75,966

Total consolidated subcontractor costs ( 825,230 )

Other segment items (1)

( 1,789,231 ) ( 2,130,713 ) ( 3,919,944 )

Total income from operations $ 500,737 $ 358,113 $ 340,446

(1) Includes amortizat ion of intangibles, acquisition and integration expenses, as well as other costs and other income not allocable to segments.

The intangible asset amortization expense for fiscal 2024, 2023 and 2022 was $ 50.0 million, $ 41.2 million and $ 13.2 million, respectively.

Additionally, Corporate results included loss for fair value adjustments to contingent consideration liabilities of $( 2.5 ) million, $( 12.3 ) million and $( 0.3 ) million for fiscal 2024, 2023 and 2022, respectively.

See Note 6 - "Goodwill and Intangible Assets" for more information.

Fiscal Year Ended

September 29,

2024 October 1,

GSG $ 658,493 $ 543,066

CIG 1,059,915 994,470

Corporate (1)

Segment operating income 340,551 356,865 697,416

Reconciliation of profit (segment operating income):

Legal contingency costs ( 115,000 )

Impairment of goodwill ( 92,416 )

Contingent consideration – fair value adjustments 12,228

Interest income 9,837

Interest expense ( 40,639 )

Other corporate expenses (3)

Income before income tax expense $ 377,617

Fiscal Year Ended September 29, 2024

GSG CIG Total

Revenue from external customers $ 2,445,746 $ 2,752,933 $ 5,198,679

Inter-segment revenue 37,609 33,798 71,407

Segment revenue 2,483,355 2,786,731 5,270,086

Elimination of inter-segment revenue ( 71,407 )

Total consolidated revenue 5,198,679

Subcontractor costs - external ( 539,579 ) ( 337,238 ) ( 876,817 )

Subcontractor costs - inter-segment ( 33,798 ) ( 37,609 ) ( 71,407 )

Segment subcontractor costs ( 573,377 ) ( 374,847 ) ( 948,224 )

Elimination of inter-segment subcontractor costs 71,407

Total consolidated subcontractor costs ( 876,817 )

Other segment items (1)

( 1,628,952 ) ( 2,083,374 ) ( 3,712,326 )

Total assets $ 4,192,676 $ 3,820,477

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

Geographic Information

Segment operating income 281,026 328,510 609,536

Reconciliation of profit (segment operating income):

Acquisition and integration expenses ( 7,138 )

Contingent consideration – fair value adjustments ( 2,541 )

Interest income 7,288

Interest expense ( 44,559 )

Other corporate expenses (3)

Income before income tax expense $ 463,466

Fiscal Year Ended October 1, 2023

GSG CIG Total

Revenue from external customers $ 2,128,330 $ 2,394,220 $ 4,522,550

Inter-segment revenue 30,559 30,429 60,988

Segment revenue 2,158,889 2,424,649 4,583,538

Elimination of inter-segment revenue ( 60,988 )

Total consolidated revenue 4,522,550

Subcontractor costs - external ( 493,020 ) ( 278,441 ) ( 771,461 )

Subcontractor costs - inter-segment ( 30,429 ) ( 30,559 ) ( 60,988 )

Segment subcontractor costs ( 523,449 ) ( 309,000 ) ( 832,449 )

Elimination of inter-segment subcontractor costs 60,988

Total consolidated subcontractor costs ( 771,461 )

Other segment items (1)(2)

( 1,403,678 ) ( 1,871,899 ) ( 3,275,577 )

Segment operating income 231,762 243,750 475,512

Reconciliation of profit (segment operating income):

Acquisition and integration expenses ( 28,105 )

Right-of-use operating lease asset impairment ( 1,158 )

Contingent consideration – fair value adjustments ( 12,255 )

Interest income 5,898

Interest expense ( 52,435 )

Other non-operating income 89,402

Other corporate expenses (3)

Income before income tax expense $ 400,978

(1) These amounts include $ 3.0 million, $ 3.3 million and $ 3.3 million of GSG depreciation expense for fiscal 2025, 2024 and 2023, respectively, and $ 17.8 million, $ 20.1 million and $ 16.3 million of CIG depreciation expense for fiscal 2025, 2024 and 2023, respectively.

Additionally, our GSG other segment items include the equity in the net income of investees accounted for by the equity method of $ 1.1 million, $ 1.6 million and $ 2.8 million for fiscal 2025, 2024 and 2023, respectively.

Our CIG other segment items also reflect the equity in the net income of investees accounted for by the equity method of $ 2.5 million, $ 3.3 million and $ 3.2 million for fiscal 2025, 2024 and 2023, respectively.

(2) The fiscal 2023 amounts include lease impairment of $ 15.1 million ($ 6.8 million in GSG and $ 8.3 million in CIG) as well as acquisition and integration expenses of $ 5.1 million in CIG.

(3) Other corporate expenses include the amortization expense of intangible assets of $ 37.1 million, $ 50.0 million and $ 41.2 million for fiscal 2025, 2024 and 2023, respectively.

These amounts also include $ 19.3 million, $ 18.5 million and $ 16.4 million of stock-based compensation expense for fiscal 2025, 2024 and 2023, respectively.

The table below presents revenue by geographic area (in thousands):

Fiscal Year Ended

September 28,

2024 October 1,

2025 September 29,

2024 October 1, 2023

United States $ 3,445,844 $ 3,198,823 $ 2,863,635

Foreign countries (1)

1,999,856 1,658,915 1,087,462

United Kingdom 771,723 711,617 601,157

Australia 489,102 529,114 449,507

Canada 512,295 498,575 436,222

Others 223,626 260,550 172,029

Total $ 5,442,590 $ 5,198,679 $ 4,522,550

Long-lived assets consist of property and equipment and exclude other assets, operating lease assets, goodwill, intangible assets and deferred tax assets.

The following table presents long-lived assets by geographic area (in thousands):

Fiscal Year Ended

1 unchanged sentence

September 28,

2024 October 1,

2025 September 29,

United States $ 15,675 $ 17,612

Foreign countries (1)

196,376 160,174

United Kingdom 20,756 19,503

Australia 10,793 11,990

Netherlands 8,932 12,371

Canada 7,181 8,177

Others 2,811 3,412

Total $ 66,148 $ 73,065

(1) Includes revenue and long-lived assets from our foreign operations, primarily in the United Kingdom, Australia and Canada, and reve nue generated from non-U.S.

(2) Excludes goodwill, intangible assets and deferred income taxes.

Related Party Transactions

3 unchanged sentences

September 28,

2024 October 1,

2025 September 29,

2024 October 1, 2023

3 unchanged sentences

Fiscal Year Ended

September 29, 2024 October 1, 2023

September 28, 2025 September 29, 2024

Accounts receivable, net $ 14,848 $ 15,612

3 unchanged sentences

In the opinion of management, the followin g unaudited quarte rly data for the fiscal 2025 and 2024 reflect all adjustments necessary for a fair statement of the results of operations (in thousands, except per share data).

In the first and second quarters of fiscal 2023, we recognized $ 68.0 million and $ 21.4 million, respectively, of unrea lized gain on a foreign currency forward contract related to the planned acquisition of RPS.

We also recorded a $ 16.4 million non-cash impairment charge related to our ROU operating lease assets in the fourth quarter of fiscal 2023 (see Note 10, "Leases" for more information).

Additionally, we incurred $ 33.2 million of acquisition and integration expenses in fiscal 2023 (largely comprised of $ 19.9 million in the second quarter and $ 7.3 million in fourth quarter) as described in Note 5, "Acquisitions".

Quarter Second

23 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data