3 unchanged sentences
(unaudited - in thousands, except par value)
−Removed: ASSETS December 28,
+Added: ASSETS March 29,
2026 September 28,
30 unchanged sentences
Preferred stock - authorized, 2,000 shares of $ 0.01 par value;
−Removed: no shares issued and outstanding at December 28, 2025 and September 28, 2025
+Added: no shares issued and outstanding at March 29, 2026 and September 28, 2025
Common stock - authorized, 750,000 shares of $ 0.01 par value;
−Removed: issued and outstanding, 260,811 and 261,418 shares at December 28, 2025 and September 28, 2025, respectively
+Added: issued and outstanding, 259,525 and 261,418 shares at March 29, 2026 and September 28, 2025, respectively
Accumulated other comprehensive loss ( 94,684 ) ( 95,777 )
8 unchanged sentences
(unaudited – in thousands, except per share data)
−Removed: Three Months Ended
−Removed: 2025 December 29,
+Added: Three Months Ended Six Months Ended
+Added: 2026 March 30,
+Added: 2025 March 29,
+Added: 2026 March 30,
Revenue $ 1,220,157 $ 1,322,113 $ 2,430,820 $ 2,742,674
5 unchanged sentences
Contingent consideration – fair value adjustments 58 1,931 7,506 2,297
+Added: Impairment of goodwill — ( 92,416 ) — ( 92,416 )
Income from operations 131,523 39,603 272,517 62,129
14 unchanged sentences
Tetra Tech, Inc.
−Removed: Consolidated Statements of Comprehensive Income
+Added: Consolidated Statements of Comprehensive Income (Loss)
(unaudited – in thousands)
−Removed: Three Months Ended
−Removed: 2025 December 29,
+Added: Three Months Ended Six Months Ended
+Added: 2026 March 30,
+Added: 2025 March 29,
+Added: 2026 March 30,
Net income $ 93,798 $ 5,412 $ 199,020 $ 6,190
11 unchanged sentences
(unaudited – in thousands)
−Removed: Three Months Ended
−Removed: 2025 December 29,
+Added: Six Months Ended
+Added: 2026 March 30,
Cash flows from operating activities:
4 unchanged sentences
Deferred income taxes 27,069 ( 6,164 )
+Added: Provision for losses on accounts receivables — 3,331
Gain on sale of divested business ( 12,361 ) —
+Added: Impairment of goodwill — 92,416
Fair value adjustments to contingent consideration ( 7,506 ) ( 2,297 )
+Added: Gain on cash surrender value of life insurance policies — ( 1,599 )
Other non-cash items 2,387 4,267
−Removed: Changes in operating assets and liabilities, net of effects of divestiture:
+Added: Changes in operating assets and liabilities, net of effects of business acquisitions and divestiture:
Accounts receivable and contract assets 143,255 ( 203,055 )
8 unchanged sentences
Cash flows from investing activities:
+Added: Payments for business acquisitions, net of cash acquired ( 175,000 ) ( 5,680 )
Capital expenditures ( 10,144 ) ( 9,022 )
Proceeds from divested business, net 40,263 —
−Removed: Net cash provided by (used in) investing activities 37,460 ( 3,433 )
+Added: Proceeds from company-owned life insurance policies — 1,934
+Added: Net cash used in investing activities ( 144,881 ) ( 12,768 )
Cash flows from financing activities:
7 unchanged sentences
Principal payments on finance leases ( 3,841 ) ( 3,431 )
−Removed: Net cash provided by (used in) financing activities ( 10,874 ) 19,394
+Added: Net cash used in financing activities ( 39,517 ) ( 37,437 )
Effect of exchange rate changes on cash and cash equivalents 2,027 ( 10,291 )
−Removed: Net increase in cash and cash equivalents 101,076 15,415
+Added: Net increase (decrease) in cash and cash equivalents 55,240 ( 53,256 )
Cash and cash equivalents at beginning of period 168,372 232,689
14 unchanged sentences
Consolidated Statements of Stockholders' Equity
−Removed: Three Months Ended December 29, 2024 and December 28, 2025
+Added: Three Months Ended March 30, 2025 and March 29, 2026
(unaudited – in thousands)
7 unchanged sentences
Shares Amount
+Added: BALANCE AT DECEMBER 29, 2024 268,028 $ 2,680 $ 21,153 $ ( 187,754 ) $ 1,855,818 $ 1,691,897 $ 122 $ 1,692,019
+Added: Net income — — — — 5,388 5,388 24 5,412
+Added: Foreign currency translation adjustments — — — 34,574 — 34,574 — 34,574
+Added: Distributions paid in noncontrolling interests — — — — — — ( 23 ) ( 23 )
+Added: Cash dividends of $ 0.058 per common share
+Added: — — — — ( 15,351 ) ( 15,351 ) — ( 15,351 )
+Added: Stock-based compensation — — 8,885 — — 8,885 — 8,885
+Added: Restricted & performance shares released 35 — ( 541 ) — — ( 541 ) — ( 541 )
+Added: Stock options exercised 6 — 57 — — 57 — 57
+Added: Stock repurchases ( 4,566 ) ( 45 ) ( 29,554 ) — ( 121,652 ) ( 151,251 ) — ( 151,251 )
+Added: BALANCE AT MARCH 30, 2025 263,503 $ 2,635 $ — $ ( 153,180 ) $ 1,724,203 $ 1,573,658 $ 123 $ 1,573,781
+Added: BALANCE AT DECEMBER 28, 2025 260,799 $ 2,608 $ — $ ( 76,356 ) $ 1,919,840 $ 1,846,092 $ 546 $ 1,846,638
+Added: Net income — — — — 93,623 93,623 175 93,798
+Added: Foreign currency translation adjustments — — — ( 18,328 ) — ( 18,328 ) — ( 18,328 )
+Added: Distributions paid in noncontrolling interests — — — — — — ( 351 ) ( 351 )
+Added: Cash dividends of $ 0.065 per common share
+Added: — — — — ( 16,915 ) ( 16,915 ) — ( 16,915 )
+Added: Stock-based compensation — — 9,488 — — 9,488 — 9,488
+Added: Restricted & performance shares released 84 1 ( 567 ) — — ( 566 ) — ( 566 )
+Added: Stock options exercised 55 1 447 — — 448 — 448
+Added: Stock repurchases ( 1,413 ) ( 15 ) ( 9,368 ) — ( 41,080 ) ( 50,463 ) — ( 50,463 )
+Added: BALANCE AT MARCH 29, 2026 259,525 $ 2,595 $ — $ ( 94,684 ) $ 1,955,468 $ 1,863,379 $ 370 $ 1,863,749
+Added: Tetra Tech, Inc.
+Added: Consolidated Statements of Stockholders' Equity
+Added: Six Months Ended March 30, 2025 and March 29, 2026
+Added: (unaudited – in thousands)
+Added: Common Stock Additional
+Added: Capital Accumulated
+Added: Comprehensive
+Added: Income (Loss) Retained
+Added: Earnings Total
+Added: Equity Non-Controlling
+Added: Interests Total
+Added: Shares Amount
BALANCE AT SEPTEMBER 29, 2024 267,717 $ 2,677 $ 35,900 $ ( 78,875 ) $ 1,870,620 $ 1,830,322 $ 91 $ 1,830,413
Net income — — — — 6,135 6,135 55 6,190
−Removed: Foreign currency translations adjustments — — — ( 108,846 ) — ( 108,846 ) — ( 108,846 )
+Added: Foreign currency translation adjustments — — — ( 74,272 ) — ( 74,272 ) — ( 74,272 )
Net pension adjustments — — — ( 33 ) — ( 33 ) — ( 33 )
+Added: Distributions paid in noncontrolling interests — — — — — — ( 23 ) ( 23 )
Cash dividends of $ 0.116 per common share
4 unchanged sentences
Shares issued for Employee Stock Purchase Plan 458 4 15,303 — — 15,307 — 15,307
−Removed: Stock repurchase ( 600 ) ( 6 ) ( 24,994 ) — — ( 25,000 ) — ( 25,000 )
−Removed: BALANCE AT DECEMBER 29, 2024 268,028 $ 2,680 $ 21,153 $ ( 187,754 ) $ 1,855,818 $ 1,691,897 $ 122 $ 1,692,019
+Added: Stock repurchases ( 5,166 ) ( 51 ) ( 54,548 ) — ( 121,652 ) ( 176,251 ) — ( 176,251 )
+Added: BALANCE AT MARCH 30, 2025 263,503 $ 2,635 $ — $ ( 153,180 ) $ 1,724,203 $ 1,573,658 $ 123 $ 1,573,781
BALANCE AT SEPTEMBER 28, 2025 261,418 $ 2,614 $ — $ ( 95,777 ) $ 1,872,948 $ 1,779,785 $ 379 $ 1,780,164
Net income — — — — 198,651 198,651 369 199,020
−Removed: Foreign currency translations adjustments — — — 19,726 — 19,726 — 19,726
+Added: Foreign currency translation adjustments — — — 1,398 — 1,398 — 1,398
Net pension adjustments — — — ( 305 ) — ( 305 ) — ( 305 )
7 unchanged sentences
Stock repurchases ( 2,895 ) ( 29 ) ( 18,258 ) — ( 82,279 ) ( 100,566 ) — ( 100,566 )
−Removed: BALANCE AT DECEMBER 28, 2025 260,799 $ 2,608 $ — $ ( 76,356 ) $ 1,919,840 $ 1,846,092 $ 546 $ 1,846,638
+Added: BALANCE AT MARCH 29, 2026 259,525 $ 2,595 $ — $ ( 94,684 ) $ 1,955,468 $ 1,863,379 $ 370 $ 1,863,749
See Notes to Consolidated Financial Statements.
30 unchanged sentences
2023-09, Income Taxes (Topic 740):
−Removed: Improvements to Income Tax Disclosures , which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid.
+Added: Improvements to Income Tax Disclosures , which requires entities to disclose additional income tax information on an annual basis, primarily related to the rate reconciliation and income taxes paid.
The amendments in the ASU are intended to enhance the transparency and decision usefulness of income tax disclosures.
19 unchanged sentences
The following tables present our revenue disaggregated by client sector and contract type (in thousands):
−Removed: Three Months Ended
−Removed: 2025 December 29,
+Added: Three Months Ended Six Months Ended
+Added: 2026 March 30,
+Added: 2025 March 29,
+Added: 2026 March 30,
Client Sector:
16 unchanged sentences
Other than the U.S.
−Removed: federal government, no single client accounted for more than 10% of our revenue for the first quarters of fiscal 2026 and 2025.
+Added: federal government, no single client accounted for more than 10% of our revenue for the three and six months ended March 29, 2026 and March 30, 2025.
Contract Assets and Contract Liabilities
18 unchanged sentences
Net contract liabilities $ ( 267,320 ) $ ( 284,650 )
−Removed: (1) Incl udes $ 11.0 million and $ 12.8 million of contract retentions at December 28, 2025 and September 28, 2025, respectively.
−Removed: (2) Reported under "Other non-current liabilities" on our consolidated balance sheet as of December 28, 2025 and September 28, 2025.
−Removed: For th e first quarters of fiscal 2026 and 2025, we recognized revenue of approxim ately $ 160 million and $ 116 million, respectively, from the amounts included in the contract liability balances at the end of fiscal 2025 and 2024, respectively.
+Added: (1) Incl udes $ 10.7 million and $ 12.8 million of contract retentions at March 29, 2026 and September 28, 2025, respectively.
+Added: (2) Reported under "Other non-current liabilities" on our consolidated balance sheet as of March 29, 2026 and September 28, 2025.
+Added: For the first halves of fiscal 2026 and 2025, we recognized revenue of approximately $ 230 million and $ 175 million, respectively, from the amounts included in the contract liability balances at the end of fiscal 2025 and 2024, respectively.
Revenue is recognized by measuring progress over time under Accounting Standards Codification 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.
−Removed: Changes in those estimates could result in the recognition of cumulative catch-up adjustments to the contract’s inception-to-date revenue, costs and profit in the period in which such changes are mad e.
−Removed: As a result, in the first quarters of fiscal 2026 and 2025, we recognized net favorable revenue and operating income adjustments of approximately $ 18 million and $ 3 million, respectively.
+Added: Changes in those estimates could result in the recognition of cumulative catch-up adjustments to the contract’s inception-to-date revenue, costs and profit in the period in which such changes are made.
+Added: As a result, for the second quarters and first halves of fiscal 2026 and 2025, we recognized net favorable revenue and operating income adjustments of approximately $ 14 million and $ 4 million, respectively, and $ 32 million and $ 7 million respectively.
Accounts Receivable, Net
8 unchanged sentences
Unbilled accounts receivable, which represent an unconditional right to payment subject only to the passage of time, include unbilled amounts typically resulting from revenue recognized but not yet billed pursuant to contract terms or billed after the period end date.
−Removed: Substantially all of our unbilled receivables at December 28, 2025 are expected to be billed and collecte d within 12 months.
+Added: Substantially all of our unbilled receivables at March 29, 2026 are expected to be billed and collecte d within 12 months.
The allowance for doubtful accounts represents amounts that are expected to become uncollectible or unrealizable in the future.
3 unchanged sentences
Other than the U.S.
−Removed: federal government, no single client accounted for more than 10% of our accounts receivable at December 28, 2025 and September 28, 2025.
+Added: federal government, no single client accounted for more than 10% of our accounts receivable at March 29, 2026 and September 28, 2025.
Remaining Unsatisfied Performance Obligation (“ RUPO”)
Our RUPO represents a measure of the total dollar value of work to be performed on contracts awarded and in progress.
−Removed: We had $ 3.9 billion of RU PO at December 28, 2025 .
+Added: We had $ 4.2 billion of RUPO at March 29, 2026.
Our RUPO increases with awards from new contracts or additions on existing contracts and decreases as work is performed and revenue is recognized on existing contracts.
1 unchanged sentence
We include a contract within our RUPO when the contract is awarded and an agreement on contract terms has been reached.
−Removed: We expect to satisfy our RUPO at December 28, 2025 over the following periods (in thousands):
+Added: We expect to satisfy our RUPO at March 29, 2026 over the following periods (in thousands):
Within 12 months $ 3,048,220
6 unchanged sentences
Acquisition s and Divestitures
+Added: In the second quarter of fiscal 2026, we acquired Halvik Corp (“Halvik”) headquartered in Vienna, Virginia.
+Added: With 600 employees, Halvik provides high-end advisory consulting services focused on advanced data analytics, systems modernization and cybersecurity for U.S.
+Added: federal defense and civilian agencies.
+Added: Halvik is included in our Government Services Group (“GSG”) se gment.
+Added: The fair value of the purchase price was approximately $ 210 million.
+Added: This amount consisted of $ 150 million in initial cash payments made to the sellers, as well as $ 25 million of cash held in escrow and $ 35 million of the estimated fair value of contingent earn-out obligations, with a total maximum of $ 97 million based on the achievement of specified operating income targets in each of the three years following the acquisition date.
+Added: The purchase price allocation consists of $ 24 million to net tangible assets, $ 26 million to identifiable intangible assets and $ 160 million to goodwill.
+Added: 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.
In the second quarter of 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.
−Removed: CAW has valued relationships and framework agreements with life science clients, public sector bodies, housing authorities, financial lenders and private development companies.
In the third quarter of 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.
1 unchanged sentence
The aggregate fair value of the purchase price of these two acquisitions was $ 147 million.
−Removed: 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.
+Added: 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 approximately $ 60 million, based on the achievement of specified operating income targets in each of the three years following their respective acquisition dates.
The allocation of the $ 147 million purchase price consists of $ 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.
−Removed: Both of the aforementioned acquisitions in fiscal 2025 were not considered material, individually or in aggregate, to our consolidated financial statements.
+Added: The aforementioned acquisitio ns in fiscal 2026 and 2025 were no t considered material, individually or in aggregate, to our consolidated financial statements.
As a result, no pro forma information has been provided.
+Added: The fiscal 2026 goodwill addition from the Halvik acquisition reflects the extensive technical knowledge of the acquired workforce and the anticipated synergies in data analytics, system modernization and cybersecurity services.
The fiscal 2025 goodwill additions from the 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.
−Removed: Goodwill additions in fiscal 2025 were not tax deductible.
+Added: The fiscal 2026 goodwill addition is deductible for tax purposes, and the fiscal 2025 goodwill additions are not.
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.
12 unchanged sentences
The significant unobservable inputs used in the fair value measurements are operating income projections over the earn-out period (generally three to five years ) and the probability outcome percentages we assign to each scenario.
−Removed: 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.
+Added: 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
+Added: 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.
4 unchanged sentences
Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in operating income .
−Removed: In the first quarter of fiscal 2026, we evaluated our estimates for contingent consideration liabilities for the remaining earn-out periods for each individual
−Removed: 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.
+Added: In the first half of fiscal 2026, 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.
The following table summarizes the changes in the fair value of estimated contingent consideration (in thousands):
−Removed: Three Months Ended
−Removed: 2025 December 29,
+Added: Three Months Ended Six Months Ended
+Added: 2026 March 30,
+Added: 2025 March 29,
+Added: 2026 March 30,
Beginning balance $ 51,392 $ 46,160 $ 56,961 $ 48,746
+Added: Estimated earn-out liabilities for acquisitions (1)
+Added: 57,744 5,516 57,744 5,516
Payments of contingent consideration ( 2,842 ) ( 19,000 ) ( 2,842 ) ( 21,865 )
3 unchanged sentences
Ending balance $ 108,331 $ 31,270 $ 108,331 $ 31,270
−Removed: As of December 28, 2025, the total potential maximum outstanding contingent consideration related to acquisitions was $ 120.2 million.
+Added: Total potential maximum outstanding (1)
+Added: (1) For the second quarter and first six months of fiscal 2026, the estimated earn-out liabilities and the potential maximum outstanding amounts include the fair values of the holdback amounts held in escrow related to the acquisition of Halvik.
Subsequent Event.
−Removed: O n January 16, 2026, we acquired Halvik Corp (“Halvik”) headquartered in Vienna, Virginia.
−Removed: With 600 employees, Halvik provides high-end advisory consulting services focused on advanced data analytics, systems modernization and cybersecurity for U.S.
−Removed: federal defense and civilian agencies.
−Removed: Halvik will be included in our Government Services Group (“GSG”) segmen t.
−Removed: The results of the Halvik acquisition will be included in our consolidated financial statements beginning on its closing date.
+Added: On April 17, 2026, we acquired Providence Consulting Group Pty Ltd ("Providence"), an advisory and project management consultancy based in Australia.
+Added: Providence will be included in our CIG segmen t.
+Added: This acquisition is not material to our consolidated financial statements.
In the first quarter of fiscal 2026, we divested our operations in Norway, which were in our CIG segment.
−Removed: We received proceeds of $ 41.6 million and recognized a non-operating gain of $ 7.7 million in our consolidated statements of income.
−Removed: In accordance with FASB ASC Topic 205, “Presentation of Financial Statements,” we determined that the divestiture of our Norwegian operations did not represent a strategic shift that would have a material effect on our consolidated results of operations, and therefore it’s results of operations are not reported as discontinued operations.
−Removed: We also concluded that the planned divestiture in fiscal 2025 met all the requisite held-for-sale criteria.
+Added: We received proceeds of $ 40.3 million and recognized non-operating gains of $ 4.7 million and $ 12.4 million in our consolidated statements of income in the second quarter and first half of fiscal 2026, respectively.
+Added: We concluded that the planned divestiture in fiscal 2025 met all the requisite held-for-sale criteria;
therefore, the related assets and liabilities were reclassified as held-for-sale on our consolidated balance sheet as of September 28, 2025.
Goodwill and Intangible Assets
−Removed: Beginning in fiscal 2026, we transferred certain operating units between our two reportable segments and redefined our reporting units to better align our operations with the clients and markets that they serve.
+Added: At the beginning of fiscal 2026, we transferred certain operating units between our two reportable segments and redefined our reporting units to better align our operations with the clients and markets that they serve.
As a result, we reallocated goodwill between our GSG and CIG reportable segments on a relative fair value basis.
3 unchanged sentences
Goodwill reallocation 83,179 ( 83,179 ) —
+Added: Acquisition activity 160,126 — 160,126
Translation adjustments 580 ( 992 ) ( 412 )
−Removed: Balance at December 28, 2025 $ 744,194 $ 1,321,720 $ 2,065,914
+Added: Balance at March 29, 2026 $ 902,396 $ 1,307,192 $ 2,209,588
Translation adjustments resulted from our goodwill amounts in foreign subsidiaries with functional currencies that are different than our reporting currency.
−Removed: Th e goodwill amoun ts presented in the table above are net of reductions from historical impairment adjustments.
−Removed: The gross amounts for GSG we re $ 854.3 million and $ 768.6 million at December 28, 2025 and September 28, 2025, respectively, excluding accumulated impairment of $ 110.1 million at each date.
−Removed: The gross amounts of goodwill for CIG were $ 1,443.2 million and $ 1,512.9 million at December 28, 2025 and September 28, 2025, respectively, excluding accumulated impairment of $ 121.5 million at each period end.
+Added: Th e goodwill amoun t s presented in the table above are net of reductions from historical impairment adjustments.
+Added: The followin g table summarizes the gross and accumulated impairment amounts of goodwill by reportable segment (in thousands):
+Added: GSG CIG Total
+Added: Balance at September 28, 2025 $ 658,511 $ 1,391,363 $ 2,049,874
+Added: Accumulated impairment 110,130 121,473 231,603
+Added: Gross amount at September 28, 2025 $ 768,641 $ 1,512,836 $ 2,281,477
+Added: Balance at March 29, 2026 $ 902,396 $ 1,307,192 $ 2,209,588
+Added: Accumulated impairment 110,130 121,473 231,603
+Added: Gross amount at March 29, 2026 $ 1,012,526 $ 1,428,665 $ 2,441,191
We perform our annual goodwill impairment review at the beginning of our fiscal fourth quarter.
8 unchanged sentences
or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods.
−Removed: During the second quarter of fiscal 2025, events and circumstances occurred that indicated a potential change in the recoverability of the goodwill in GDS.
+Added: During the second quarter of fiscal 2025, events and circumstances occurred that indicated a potential change in the recoverability of goodwill in GDS.
GDS provided consulting and engineering services for international development agencies supporting humanitarian programs worldwide.
24 unchanged sentences
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.
−Removed: 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.
+Added: remaining $ 38.1 million of goodwill in GDS was primarily supported by our work for the Australia and United Kingdom foreign aid government agencies.
As of the annual impairment review date, the estimated fair value of the GDS reporting unit continued to approximate its carrying value.
−Removed: Accordingly, a future reduction in these governments’ foreign aid budgets could have resulted in additional impairment.
−Removed: The related long-term assets other than goodwill were not material.
Effective the first day of fiscal 2026, we eliminated GDS and realigned its remaining operations with other existing reporting units based on their common geographic markets.
The following table presents the gross amount and accumulated amortization of our acquired identifiable intangible assets with finite useful lives included in “Intangible assets, net” on the consolidated balance sheets ($ in thousands):
−Removed: December 28, 2025 September 28, 2025
+Added: March 29, 2026 September 28, 2025
Remaining Life
8 unchanged sentences
Total $ 272,817 $ ( 143,532 ) $ 129,285 $ 248,531 $ ( 127,371 ) $ 121,160
−Removed: Amortization expense for the identifiable intangible assets for the first quarter of fi scal 2026 was $ 8.4 million compared to $ 10.7 million for the prior-year period.
+Added: Amortization expense for the identifiable intangible assets for the second quarter and first half of fi scal 2026 was $ 8.8 million and $ 17.2 million, compared to $ 8.6 million and $ 19.3 million, respectively, for the prior-year periods.
Estimated amortization expense for the remainder of fiscal 2026 and succeeding years is as follows (in thousands):
10 unchanged sentences
Property and equipment, net $ 65,367 $ 66,148
−Removed: For the first quart er of fiscal 2026 , o ur depreciation expense related to property and equipment was $ 5.6 million compared to $ 5.4 million for the fiscal 2025 period.
+Added: For the second quart er and first half of fiscal 2026 , o ur depreciation expense related to property and e quipment was $ 5.6 million and $ 11.2 million, compared to $ 5.2 million and $ 10.6 million, respectively, for the fiscal 2025 periods.
Stock Repurchase and Dividends
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.
−Removed: In the first quarter of fiscal 2026, we repurchased and settled 1,482,116 shares with an average price of $ 33.74 per share for a total cost of $ 50.0 million in the open market.
−Removed: We repurchased and settled 600,007 shares with an average price of $ 41.67 per share for a total cost of $ 25.0 million in the open market in the first quarter of fiscal 2025.
−Removed: At December 28, 2025, we had a remaining balance of $ 547.8 million under our stock repurchase programs.
−Removed: The following table presents dividends declared and paid in the first quarters of fisc al 2026 and 2025:
+Added: In the first half of fiscal 2026, we repurchased and settled 2,894,539 shares with an average price of $ 34.55 per share for a total cost of $ 100.0 million in the open market.
+Added: We repurchased and settled 5,165,715 shares with an average price of $ 33.87 per share for a total cost of $ 175.0 million in the open market in the first half of fiscal 2025.
+Added: In the first half of fiscal 2026, we also paid $ 2.0 million of excise tax on stock
+Added: repurchases imposed by the Inflation Reduction Act of 2022.
+Added: At March 29, 2026, we had a remaining balance of $ 497.8 million under our stock repurchase programs.
+Added: The following table presents dividends declared and paid in the first halves of fisc al 2026 and 2025 :
Declare Date Dividend Paid Per Share Record Date Payment Date Dividend Paid
1 unchanged sentence
November 10, 2025 $ 0.065 December 1, 2025 December 12, 2025 $ 16,937
+Added: January 26, 2026 0.065 February 12, 2026 February 27, 2026 16,915
+Added: Total dividend paid as of March 29, 2026
November 11, 2024 $ 0.058 November 27, 2024 December 13, 2024 $ 15,549
−Removed: Subsequent Events.
−Removed: On January 26, 2026, our Board of Directors declared a quarterly cash dividend of $ 0.065 per share payable on February 27, 2026 to stockholders of record as of the close of business on February 12, 2026.
+Added: January 27, 2025 0.058 February 12, 2025 February 26, 2025 15,351
+Added: Total dividend paid as of March 30, 2025
+Added: Subsequent Event.
+Added: On April 27, 2026, our Board of Directors declared a quarterly cash dividend of $ 0.072 per share payable on June 2, 2026 to stockholders of record as of the close of business on May 14, 2026.
Our operating leases are primarily for corporate and project office spaces.
11 unchanged sentences
The components of lease costs are as follows (in thousands):
−Removed: Three Months Ended
−Removed: 2025 December 29,
+Added: Three Months Ended Six Months Ended
+Added: 2026 March 30,
+Added: 2025 March 29,
+Added: 2026 March 30,
Operating lease cost $ 25,207 $ 24,824 $ 51,986 $ 50,742
2 unchanged sentences
Supplemental cash flow information related to leases is as follows (in thousands):
−Removed: Three Months Ended
−Removed: 2025 December 29,
+Added: Six Months Ended
+Added: 2026 March 30,
Operating cash flows for operating leases $ 41,182 $ 36,278
12 unchanged sentences
Operating leases 4.2 % 4.2 %
−Removed: At December 28, 2025, we h a d $ 13.4 million of operating leases that have not yet commenced.
−Removed: A maturity analysis of the future undiscounted cas h flows associated with our lease liabilities at December 28, 2025 is as follows (in thousands):
+Added: At March 29, 2026, we h a d $ 5.9 million of operating leases that have not yet commenced.
+Added: A maturity analysis of the future undiscounted cas h flows associated with our lease liabilities at March 29, 2026 is as follows (in thousands):
2026 (remaining) $ 41,923
5 unchanged sentences
We recogniz e the fair value of our stock-based awards as compensation expense on a straight-line basis over the requisite service period in which the award vests.
−Removed: Stock-based compensation expense for the three months ended December 28, 2025 was $ 8.2 million, compared to $ 8.1 million for the same period last year.
+Added: Stock-based compensation expense for the three and six months ended March 29, 2026 was $ 9.5 million and $ 17.7 million, compared to $ 8.9 million and $ 17.0 million for the same periods last year.
Most of these amounts were included in our selling, general and administrative expenses on our consolidated statements of income.
−Removed: In the first quarter of fiscal 2026, we awarded 311,026 performance share units (“PSUs”) to our non-employee directors and executive officers at an estimated fair value of $ 35.54 per share on the award date.
+Added: In the first half of fiscal 2026, we awarded 358,548 performance share units (“PSUs”) to our non-employee directors and executive officers at an estimated fair value of $ 43.72 per share on the award date.
All 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 earnings per share and 50 % on our relative total shareholder return over the vesting period.
−Removed: Additionally, we awarded 568,455 restricted stock units (“RSUs”) to our non-employee directors, executive officers and employees at a fair value of $ 35.33 per share on the award date.
+Added: Additionally, we awarded 600,835 restricted stock units (“RSUs”) to our non-employee directors, executive officers and
+Added: employees at a fair value of $ 35.42 per share on the award date.
All executive officer and employee RSUs have time-based vesting over a four-year period, and the non-employee director RSUs vest after one year .
3 unchanged sentences
Potential common shares include the weighted-average dilutive effects of stock-based awards and shares underlying our Convertible Senior Notes (the "Convertible Notes").
−Removed: For the first quarter of fiscal 2026, our Convertible Notes, described in Note 13, "Long-Term Debt", had no impact on the calculation of dilutive potential common shares, as the price of our common stock did not exceed the conversion price.
−Removed: For the first quarter of fiscal 2025, the Convertible Notes had a dilution impact on the dilutive potential common shares, which was calculated using the if-converted method.
+Added: For the first half of fiscal 2026, our Convertible Notes, described in Note 13, "Long-Term Debt", had no impact on the calculation of dilutive potential common shares, as the price of our common stock did not exceed the conversion price.
+Added: For the first half of fiscal 2025, the Convertible Notes had a dilution impact on the dilutive potential common shares, which was calculated using the if-converted method.
The dilution impact was due to the price of our common stock exceeding the conversion price.
−Removed: The related capped call transactions (the "Capped Call Transactions") for both periods were excluded from the calculation of dilutive potential common shares as their effect is anti-dilutive.
−Removed: For the first quarters of fiscal 2026 and 2025, no options were excluded from the calculation of dilutive potential common shares.
+Added: The related capped call transactions (the "Capped Call Transactions") for all of these periods were excluded from the calculation of dilutive potential common shares as their effect is anti-dilutive.
+Added: For the second quarters and first halves of fiscal 2026 and 2025, no options were excluded from the calculation of dilutive potential common shares.
The following table presents the number of weighted-average shares used to compute ba sic and diluted EPS (in thousands, except per share data):
−Removed: Three Months Ended
−Removed: 2025 December 29,
+Added: Three Months Ended Six Months Ended
+Added: 2026 March 30,
+Added: 2025 March 29,
+Added: 2026 March 30,
Net income attributable to Tetra Tech $ 93,623 $ 5,388 $ 198,651 $ 6,135
6 unchanged sentences
Diluted $ 0.36 $ 0.02 $ 0.76 $ 0.02
−Removed: The effective tax rates for the first quarters of fiscal 2026 and 2025 were 25.7 % and 94.9 %, respectively.
−Removed: Income tax expense was increased by $ 0.1 million of excess tax expenses and reduced by $ 1.0 million of excess tax benefits on share-based payments in the first three months of fiscal 2026 and 2025, respectively.
−Removed: In addition, in the first quarter of fiscal 2026, we recognized a $ 7.7 million gain from the sale of our operations in Norway as described in Note 4, “Acquisitions and Divestitures”.
+Added: The effective tax rates for the first halves of fis cal 2026 and 2025 were 26.0 % and 86.7 %, respectively.
+Added: Income tax expense was reduced by $ 0.6 million and $ 1.0 million of excess tax benefits on share-based payments in the first halves of fiscal 2026 and 2025, respectively.
+Added: In addition, in the first half of fiscal 2026, we recognized a $ 12.4 million gain from the sale of our operations in Norway as described in Note 4, “Acquisitions and Divestitures”.
The gain is not taxable for income tax purposes.
−Removed: In the first quarter of fiscal 2025, we also recognized a $ 115.0 million non-recurring charge related to legal contingencies as described in Note 16, "Commitments and Contingencies".
+Added: In the first half of fiscal 2025, we recognized a $ 92.4 million goodwill impairment charge as described in Note 5, "Goodwill and Intangible Assets" and determined that $ 58.3 million of the impairment is not deductible for tax purposes.
+Added: We also recognized a $ 115.0 million non-recurring charge in the first half of fiscal 2025 related to legal contingencies as described in Note 16, "Commitments and Contingencies".
We determined that $ 31.3 million of this charge is not tax deductible.
−Removed: Excluding the impact of the excess tax expenses on share-based payments, the gain from sale in the first quarter of fiscal 2026 and the legal contingency charge in the first quarter of fiscal 2025, our effective tax rates in the first three months of fiscal 2026 and 2025 were 27.1 % and 27.8 %, respectively.
−Removed: At December 28, 2025 and September 28, 2025, the liability for income taxes associated with uncertain tax positions was $ 53.8 million and $ 52.8 million, respectively.
−Removed: It is reasonably possible that the amount of the unrecognized benefit with respect to certain of our unrecognized tax positions may significantly decrease within the next 12 months.
+Added: Excluding the impact of the excess tax benefits on share-based payments, the gain from sale in the first half of fiscal 2026 and the goodwill impairment and legal contingency charge in the first half of fiscal 2025, our effective tax rates in the first halves of fiscal 2026 and 2025 were 27.5 % and 27.8 %, respectively.
+Added: At March 29, 2026 and September 28, 2025, the liability for income taxes associated with uncertain tax positions was $ 54.9 million and $ 52.8 million, respectively.
These liabilities represent our current estimates of the additional tax liabilities that we may be assessed when the related audits are concluded.
2 unchanged sentences
We manage our operations under two reportable segments, GSG and CIG.
−Removed: Beginning in fiscal 2026, we transferred certain operating units between our two reportable segments and redefined our reporting units to better align our operations with the clients, markets and geographies that they serve.
+Added: At the beginning of fiscal 2026, we transferred certain operating units between our two reportable segments and redefined our reporting units to better align our operations with the clients, markets and geographies that they serve.
Prior year amounts for reportable segments have been revised to conform to the current year presentation.
2 unchanged sentences
GSG supports U.S.
−Removed: government defense and civilian agencies with services in water, environment, sustainable
−Removed: infrastructure, information technology and disaster management.
+Added: government defense and civilian agencies with services in water, environment, sustainable infrastructure, information technology and disaster management.
GSG also provides engineering design services for U.S.
19 unchanged sentences
The tables below present financial information of our reportable segments (in thousands):
−Removed: Three Months Ended December 28, 2025
−Removed: GSG CIG Total
+Added: Three Months Ended Three Months Ended
+Added: March 29, 2026 March 30, 2025
+Added: GSG CIG Total GSG CIG Total
Revenue from external customers $ 551,364 $ 668,793 $ 1,220,157 $ 693,645 $ 628,468 $ 1,322,113
13 unchanged sentences
Other non-operating income 4,651 —
+Added: Impairment of goodwill — ( 92,416 )
Contingent consideration - fair value adjustments 58 1,931
1 unchanged sentence
Other corporate expenses (2)
+Added: ( 15,441 ) ( 18,786 )
Income before income tax expense $ 127,336 $ 31,112
−Removed: Three Months Ended December 29, 2024
−Removed: GSG CIG Total
+Added: (1) These amounts includ e $ 0.8 million and $ 0.9 million of GSG depreciation expense for the second quarters of fiscal 2026 and 2025, respectively, and $ 4.7 million and $ 4.3 million of CIG depreciation expense for the second quarters of fiscal 2026 and 2025, respectively.
+Added: Additionally, our GSG other segment items include the equity in the net income of investees accounted for by the equity method of $( 0.1 ) million and $ 0.3 million for the second quarters of fiscal 2026 and 2025, respectively.
+Added: Our CIG other segment items also reflect the equity in the net income of investees accounted for by the equity method of $ 0.6 million and $ 0.9 million for the second quarters of fiscal 2026 and 2025, respectively.
+Added: (2) Other corporate expenses include the amortization expense of intangible assets of $ 8.8 million and $ 8.6 million for the second quarters of fiscal 2026 and 2025, respectively.
+Added: These amounts also include $ 5.8 million and $ 5.0 million of stock-based compensation expense for the second quarters of fiscal 2026 and 2025, respectively.
+Added: Six Months Ended Six Months Ended
+Added: March 29, 2026 March 30, 2025
+Added: GSG CIG Total GSG CIG Total
Revenue from external customers $ 1,064,842 $ 1,365,978 $ 2,430,820 $ 1,477,626 $ 1,265,048 $ 2,742,674
12 unchanged sentences
Reconciliation of profit (segment operating income):
+Added: Other non-operating income 12,361 —
Legal contingency costs — ( 115,000 )
+Added: Impairment of goodwill — ( 92,416 )
Contingent consideration - fair value adjustments 7,506 2,297
1 unchanged sentence
Other corporate expenses (2)
+Added: ( 32,230 ) ( 42,585 )
Income before income tax expense $ 268,912 $ 46,420
−Removed: (1) These amounts include $ 0.8 million and $ 0.9 million of GSG depreciation expense for the first quarters of fiscal 2026 and 2025, respectively, and $ 4.7 million and $ 4.4 million of CIG depreciation expense for the first quarters of fiscal 2026 and 2025, respectively.
−Removed: Additionally, our GSG other segment items include the equity in the net income of investees accounted for by the equity method of $ 0.2 million and $ 0.3 million for the first quarters of fiscal 2026 and 2025, respectively.
−Removed: Our CIG other segment items also reflect the equity in the net income of investees accounted for by the equity method of $ 0.4 million and $ 0.5 million for the first quarters of fiscal 2026 and 2025, respectively.
−Removed: (2) Other corporate expenses include the amortization expense of intangible assets of $ 8.4 million and $ 10.7 million for the first quarters of fiscal 2026 and 2025, respectively.
−Removed: These amounts also include $ 5.1 million and $ 4.8 million of stock-based compensation expense for the first quarters of fiscal 2026 and 2025, respectively.
+Added: (1) For the first six months of fiscal 2026 and 2025 these amounts in clude $ 1.6 million and $ 1.8 million of GSG depreciation expense, respectively, and $ 9.4 million and $ 8.7 million of CIG depreciation expense for the first six months of fiscal 2026 and 2025, respectively.
+Added: Additionally, our GSG other segment items include the equity in the net income of investees accounted for by the equity method of $ 0.1 million and $ 0.7 million for the first halves of fiscal 2026 and 2025, respectively.
+Added: Our CIG other segment items also reflect the equity in the net income of investees accounted for by the equity method of $ 1.0 million and $ 1.3 million for the first halves of fiscal 2026 and 2025, respectively.
+Added: (2) For the first halves of fiscal 2026 and 2025 other corporate expenses include the amortization expense of intangible assets of $ 17.2 million and $ 19.3 million, respectively.
+Added: These amounts also include $ 10.8 million and $ 9.8 million of stock-based compensation expense for the first halves of fiscal 2026 and 2025, respectively.
Long-Term Debt
8 unchanged sentences
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.
−Removed: 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
−Removed: $ 39.33 per share ($ 196.64 pre-stock split) of our common stock.
+Added: 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.
−Removed: At December 28, 2025, the applicable conversion rate was 25.4709 shares of common stock per $1,000 principal amount of the Convertible Notes (equivalent to an adjusted conversion price of approximately $ 39.26 per share of common stock).
−Removed: Upon conversion, we will pay cash up to the aggregate principal amount of the Convertible Notes to be c onverted and pay or de liver, 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.
+Added: At March 29, 2026, the applicable conversion rate was 25.4791 shares of common stock per $1,000 principal amount of the Convertible Notes (equivalent to an adjusted conversion price of approximately $ 39.25 per share of common stock).
+Added: 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.
In addition, upon the occurrence of a "fundamental change" as defined in the indenture governing the Convertible Notes, holders may require us to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the Convertible Notes to be repurchased plus any accrued and unpaid interest.
14 unchanged sentences
The following table sets forth the interest expense recognized related to the Convertible Notes (in thousands) :
−Removed: Three Months Ended
−Removed: 2025 December 29,
+Added: Three Months Ended Six Months Ended
+Added: 2026 March 30,
+Added: 2025 March 29,
+Added: 2026 March 30,
Interest expense $ 3,234 $ 3,235 $ 6,469 $ 6,469
4 unchanged sentences
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.
−Removed: 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
−Removed: per share ($ 157.31 pre-stock split) on the NASDAQ Global Select Market on August 17, 2023.
+Added: 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.
−Removed: At December 28, 2025, the adjusted cap price was approximately $ 51.82 per share.
+Added: At March 29, 2026, the adjusted cap price was approximately $ 51.81 per share.
We recorded the Capped Call Transactions as separate transactions from the issuance of the Convertible Notes.
29 unchanged sentences
The Amended Credit Agreement expires on May 5, 2030, or earlier at our discretion upon payment in full of loans and other obligations.
−Removed: At December 28, 2025, we had $ 270 million in outstanding borrowings under the Amended Credit Agreement, which consisted of $ 200 million under the 5Y Term Loan Facility and $ 70 million borrowings under the Amended Revolving Credit Facility.
−Removed: During the three m onths ended December 28, 2025, the weighted-average interest rate of the outstanding borrowings under the credit facilities was 5.25 %.
+Added: At March 29, 2026, we had $ 315 million in outstanding borrowings under the Amended Credit Agreement, which consisted of $ 200 million under the 5Y Term Loan Facility and $ 115 million borrowings under the Amended Revolving Credit Facility.
+Added: During the six months ended March 29, 2026, the weighted-average interest rate of the outstanding borrowings under the credit facilities was 5.05 %.
In addition, we had $ 0.7 million in standby letters of credit under the Amended Credit Agreement.
−Removed: At December 28, 2025, we had $ 529.3 million of available credit under the Amended Revolving Credit Facility, all of which could be borrowed without a violation of our debt covenants.
+Added: At March 29, 2026, we had $ 484.3 million of available credit under the Amended Revolving Credit Facility, all of which could be borrowed without a violation of our debt covenants.
The Amended Credit Agreement contains certain affirmative and restrictive covenants, and customary events of default.
The financial covenants provide for a maximum Consolidated Leverage Ratio of 3.50 to 1.00 (total funded debt/EBITDA, as defined in the Amended Credit Agreement) and a minimum Consolidated Interest Coverage Ratio of 3.00 to 1.00 (EBITDA/Consolidated Interest Charges, as defined in the Amended Credit Agreement).
−Removed: Our obligations under the Amended Credit Agreement are guaranteed by certain of our domestic subsidiaries and are secured by first priority liens on (i) the equity interests of certain of our subsidiaries, including those subsidiaries that are guarantors or borrowers under the Amended Credit Agreement, and (ii) the accounts receivable, general intangibles and intercompany loans and those of our subsidiaries that are guarantors or borrowers.
−Removed: At December 28, 2025, we were in compliance with these covenants with a consolidated leverage ratio of 1.24 x and a consolidated interest coverage ratio of 17.31 x.
+Added: Our obligations under the Amended Credit Agreement are guaranteed by certain of our domestic subsidiaries and are secured by first priority liens on (i) the equity interests of certain of our subsidiaries, including those subsidiaries that are guarantors or borrowers under the Amended Credit
+Added: Agreement, and (ii) the accounts receivable, general intangibles and intercompany loans and those of our subsidiaries that are guarantors or borrowers.
+Added: At March 29, 2026, we were in compliance with these covenants with a consolidated leverage ratio of 1.32 x and a consolidated interest coverage ratio of 18.08 x.
In addition to the Amended Credit Agreement, we maintain other credit facilities, which may be used for short-term cash advances and bank guarantees.
−Removed: At December 28, 2025, there were no outstanding borrowings under these facilities and the aggregate amount of standby letters of credit outstanding was $ 55.0 million.
−Removed: As of December 28, 2025, we had no bank overdrafts related to our disbursement bank accounts.
+Added: At March 29, 2026, there were no outstanding borrowings under these facilities and the aggregate amount of standby letters of credit outstanding was $ 51.1 million.
+Added: As of March 29, 2026, we had no bank overdrafts related to our disbursement bank accounts.
Fair Value Measurements
6 unchanged sentences
The fair value of long-term 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, as described in “Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended September 28, 2025).
−Removed: The carrying value of our long-term debt under our credit facility approximated fair value at December 28, 2025 and September 28, 2025.
−Removed: At December 28, 2025, we had $ 270 million in outstanding borrowings under the Amended Credit Agreement, which consisted of $ 200 million under our 5Y Term Loan Facility and $ 70 million borrowings under our revolving credit facility.
−Removed: 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 our first quarter of fiscal 2026 .
+Added: The carrying value of our long-term debt under our credit facility approximated fair value at March 29, 2026 and September 28, 2025.
+Added: At March 29, 2026, we had $ 315 million in outstanding borrowings under the Amended Credit Agreement, which consisted of $ 200 million under our 5Y Term Loan Facility and $ 115 million borrowings under our revolving credit facility.
+Added: 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 our second quarter of fiscal 2026.
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 values and estimated fair values of our financial instruments that are not recorded at fair value in our consolidated balance sheets, were as follows (in thousands):
−Removed: As of December 28, 2025 As of September 28, 2025
+Added: As of March 29, 2026 As of September 28, 2025
Carrying Value Fair Value Carrying Value Fair Value
3 unchanged sentences
Reclassifications Out of Accumulated Other Comprehensive Income
−Removed: The accumulated balances and activities for the three months ended December 28, 2025 and December 29, 2024 related to reclassifications out of accumulated other comprehensive income are summarized as follows (in thousands):
+Added: The accumulated balances and activities for the three and six months ended March 29, 2026 and March 30, 2025 related to reclassifications out of accumulated other comprehensive income are summarized as follows (in thousands):
Three Months Ended
Adjustments Net Pension Adjustments Accumulated Other Comprehensive Income (Loss)
+Added: Balance at December 29, 2024 $ ( 191,659 ) $ 3,905 $ ( 187,754 )
+Added: Other comprehensive income
+Added: 34,574 — 34,574
+Added: Net current-period other comprehensive income 34,574 — 34,574
+Added: Balance at March 30, 2025 $ ( 157,085 ) $ 3,905 $ ( 153,180 )
+Added: Balance at December 28, 2025 $ ( 80,252 ) $ 3,896 $ ( 76,356 )
+Added: Other comprehensive loss ( 18,328 ) — ( 18,328 )
+Added: Net current-period other comprehensive loss ( 18,328 ) — ( 18,328 )
+Added: Balance at March 29, 2026 $ ( 98,580 ) $ 3,896 $ ( 94,684 )
+Added: Six Months Ended
+Added: Adjustments Net Pension Adjustments Accumulated Other Comprehensive Income (Loss)
Balance at September 29, 2024 $ ( 82,813 ) $ 3,938 $ ( 78,875 )
−Removed: Other comprehensive loss before reclassifications
+Added: Other comprehensive loss
( 74,272 ) ( 33 ) ( 74,305 )
Net current-period other comprehensive loss ( 74,272 ) ( 33 ) ( 74,305 )
−Removed: Balance at December 29, 2024 $ ( 191,659 ) $ 3,905 $ ( 187,754 )
+Added: Balance at March 30, 2025 $ ( 157,085 ) $ 3,905 $ ( 153,180 )
Balance at September 28, 2025 $ ( 99,978 ) $ 4,201 $ ( 95,777 )
−Removed: Other comprehensive income before reclassifications 20,268 ( 14 ) 20,254
+Added: Other comprehensive income (loss) before reclassifications 1,940 ( 14 ) 1,926
Reclassification to earnings from sale of divested business ( 542 ) ( 291 ) ( 833 )
−Removed: Net current-period other comprehensive income 19,726 ( 305 ) 19,421
−Removed: Balance at December 28, 2025 $ ( 80,252 ) $ 3,896 $ ( 76,356 )
+Added: Net current-period other comprehensive income (loss) 1,398 ( 305 ) 1,093
+Added: Balance at March 29, 2026 $ ( 98,580 ) $ 3,896 $ ( 94,684 )
Commitments and Contingencies
We are subject to certain claims and lawsuits typically filed against the consulting and engineering profession, alleging primarily professional errors or omissions.
−Removed: We carry professional liability insurance, subject to certain deductibles and policy
−Removed: limits, against such claims.
+Added: We carry professional liability insurance, subject to certain deductibles and policy limits, against such claims.
However, in some actions, parties are seeking damages that exceed our insurance coverage or for which we are not insured.
4 unchanged sentences
The complaint alleges 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").
−Removed: 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 ("CERCLA") and common law.
+Added: On March 5, 2024, the Court granted the USAO's motion to amend the filing to
+Added: include additional claims against TtEC under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") and common law.
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.
14 unchanged sentences
The table below presents revenue and reimbursable costs related t o services we provided to our unconsolidated joint ventures (in thousands):
−Removed: Three Months Ended
−Removed: 2025 December 29,
+Added: Three Months Ended Six Months Ended
+Added: 2026 March 30,
+Added: 2025 March 29,
+Added: 2026 March 30,
Revenue $ 15,112 $ 16,017 $ 30,869 $ 32,497
6 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.