☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November 4, 2019,~~October 28, 2020, the registrant had ~~99,262,334~~100,727,119 shares of common stock, $1.00 par value per share, outstanding.

		December 31, 2018			September 30, 2019				September 30, 2020			December 31, 2019
Assets	Assets							Assets
Current assets:	Current assets:							Current assets:
	Cash and cash equivalents (including $73,794 and $55,054 Cash of consolidated joint ventures)	$	280,221		$	133,870		Cash and cash equivalents (including $50,585 and $51,171 Cash of consolidated joint ventures)	$	614,031		$	182,688
	Restricted cash and investments		974			12,592		Restricted cash and investments		3,726			12,686
	Accounts receivable, net (including $180,325 and $164,460 Accounts receivable of consolidated joint ventures, net)		623,286			673,674		Accounts receivable, net (including $259,691 and $166,355 Accounts receivable of consolidated joint ventures, net)		775,060			671,492
	Contract assets (including $21,270 and $26,542 Contract assets of consolidated joint ventures)		515,319			583,670		Contract assets (including $29,054 and $26,458 Contract assets of consolidated joint ventures)		610,893			575,089
	Prepaid expenses and other current assets (including $11,837 and $8,149 Prepaid expenses and other current assets of consolidated joint ventures)		69,007			70,455		Prepaid expenses and other current assets (including $3,974 and $11,182 Prepaid expenses and other current assets of consolidated joint ventures)		77,909			84,454
	Total current assets		1,488,807			1,474,261		Total current assets		2,081,619			1,526,409

	Property and equipment, net (including $2,561 and $3,171 Property and equipment of consolidated joint ventures, net)		91,849			109,238		Property and equipment, net (including $2,649 and $2,945 Property and equipment of consolidated joint ventures, net)		121,486			122,751
	Right of use assets, operating leases		-			219,207		Right of use assets, operating leases		212,592			233,415
	Goodwill		736,938			1,050,077		Goodwill		1,046,453			1,047,425
	Investments in and advances to unconsolidated joint ventures		63,560			66,584		Investments in and advances to unconsolidated joint ventures		71,289			68,620
	Intangible assets, net		179,519			281,157		Intangible assets, net		194,082			259,858
	Deferred tax assets		5,680			111,610		Deferred tax assets		130,904			130,401
	Other noncurrent assets		46,225			50,510		Other noncurrent assets		60,336			61,489
	Total assets	$	2,612,578		$	3,362,644		Total assets	$	3,918,761		$	3,450,368

Liabilities and Shareholders' Equity (Deficit)	Liabilities and Shareholders' Equity (Deficit)							Liabilities and Shareholders' Equity (Deficit)
Current liabilities:	Current liabilities:							Current liabilities:
	Accounts payable (including $87,914 and $90,692 Accounts payable of consolidated joint ventures)	$	226,345		$	226,563		Accounts payable (including $72,949 and $85,869 Accounts payable of consolidated joint ventures)	$	208,307		$	216,613
	Accrued expenses and other current liabilities (including $73,209 and $63,880 Accrued expenses and other current liabilities of consolidated joint ventures)		559,700			639,650		Accrued expenses and other current liabilities (including $141,476 and $74,857 Accrued expenses and other current liabilities of consolidated joint ventures)		725,867			639,863
	Contract liabilities (including $38,706 and $43,324 Contract liabilities of consolidated joint ventures)		208,576			231,032		Contract liabilities (including $44,267 and $32,638 Contract liabilities of consolidated joint ventures)		212,373			230,681
	Short-term lease liabilities, operating leases		-			49,074		Short-term lease liabilities, operating leases		48,661			49,994
	Income taxes payable		11,540			9,940		Income taxes payable		1,342			7,231
	Total current liabilities		1,006,161			1,156,259		Short-term debt		50,000			0
	Long-term employee incentives		41,913			45,749		Total current liabilities		1,246,550			1,144,382
	Deferred gain resulting from sale-leaseback transactions		46,004			-		Long-term employee incentives		21,535			56,928
	Long-term debt		429,164			249,306		Long-term debt		537,119			249,353
	Long-term lease liabilities, operating leases		-			188,571		Long-term lease liabilities, operating leases		189,319			203,624
	Deferred tax liabilities		6,240			7,337		Deferred tax liabilities		9,273			9,621
	Other long-term liabilities		127,863			120,971		Other long-term liabilities		145,494			125,704
	Total liabilities		1,657,345			1,768,193		Total liabilities		2,149,290			1,789,612
Commitments and contingencies (Note 13)
	Redeemable common stock held by Employee Stock Ownership Plan (ESOP), $1 par value; 78,172,809 and 78,138,602 shares outstanding, recorded at redemption value		1,876,309			2,577,011
Contingencies (Note 12)								Contingencies (Note 12)
Shareholders' equity (deficit):	Shareholders' equity (deficit):							Shareholders' equity (deficit):
	Common stock, $1 par value; authorized 1,000,000,000 shares; 125,097,684 and 146,393,959 shares issued; 0 and 21,296,275 shares outstanding		-			21,296		Common stock, $1 par value; authorized 1,000,000,000 shares; 146,498,582 and 146,440,701 shares issued; 24,637,043 and 21,772,888 public shares outstanding; 76,090,531 and 78,896,806 ESOP shares outstanding		146,498			146,441
	Treasury stock, 46,918,140 and 46,959,082 shares at cost		(957,025	)		(957,844	)	Treasury stock, 45,771,008 shares at cost		(934,240	)		(934,240	)
	Additional paid-in capital		-			8,772		Additional paid-in capital		2,675,383			2,649,975
	Retained earnings (accumulated deficit)		12,445			(64,896	)	Accumulated deficit		(142,095	)		(218,025	)
	Accumulated other comprehensive loss		(22,957	)		(17,982	)	Accumulated other comprehensive loss		(18,049	)		(14,261	)
	Total Parsons Corporation shareholders' equity (deficit)		(967,537	)		(1,010,654	)	Total Parsons Corporation shareholders' equity		1,727,497			1,629,890
	Noncontrolling interests		46,461			28,094		Noncontrolling interests		41,974			30,866
	Total shareholders' equity (deficit)		(921,076	)		(982,560	)	Total shareholders' equity		1,769,471			1,660,756
	Total liabilities, redeemable common stock and shareholders' equity (deficit)	$	2,612,578		$	3,362,644		Total liabilities, redeemable common stock and shareholders' equity	$	3,918,761		$	3,450,368

The accompanying notes are an integral part of these consolidated financial statements.

	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended						For the Nine Months Ended
	September 28, 2018			September 30, 2019			September 28, 2018			September 30, 2019			September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
Revenues	$	976,157		$	1,023,277		$	2,631,568		$	2,917,424
Direct costs of contracts		783,018			798,552			2,054,201			2,297,512
Revenue													$	1,004,236		$	1,023,277		$	2,954,688		$	2,917,424
Direct cost of contracts														788,769			798,552			2,307,725			2,297,512
Equity in earnings of unconsolidated joint ventures		12,707			7,274			25,577			29,305			16,741			7,274			26,624			29,305
Indirect, general and administrative expenses		150,733			178,550			422,028			581,428			165,937			178,550			537,351			581,428
Operating income		55,113			53,449			180,916			67,789			66,271			53,449			136,236			67,789
Interest income		351			427			2,358			1,129			88			427			512			1,129
Interest expense		(5,940	)		(4,909	)		(14,475	)		(19,577	)		(5,475	)		(4,909	)		(13,656	)		(19,577	)
Other income (expense), net		696			(3,127	)		355			(1,580	)		1,653			(3,127	)		1,916			(1,580	)
Gain associated with claim on long-term contract		-			-			74,578			-
Total other income (expense)		(4,893	)		(7,609	)		62,816			(20,028	)		(3,734	)		(7,609	)		(11,228	)		(20,028	)
Income before income tax provision		50,220			45,840			243,732			47,761
Income tax benefit (provision)		(4,154	)		15,453			(18,526	)		67,063
Income before income tax expense														62,537			45,840			125,008			47,761
Income tax (expense) benefit														(16,017	)		15,453			(32,992	)		67,063
Net income including noncontrolling interests		46,066			61,293			225,206			114,824			46,520			61,293			92,016			114,824
Net income attributable to noncontrolling interests		(4,844	)		(4,481	)		(10,316	)		(8,012	)		(5,862	)		(4,481	)		(15,086	)		(8,012	)
Net income attributable to Parsons Corporation	$	41,222		$	56,812		$	214,890		$	106,812		$	40,658		$	56,812		$	76,930		$	106,812
Earnings per share:
Basic and diluted	$	0.52		$	0.57		$	2.66		$	1.19
Basic													$	0.40		$	0.57		$	0.76		$	1.19
Diluted													$	0.40		$	0.57		$	0.76		$	1.19

The accompanying notes are an integral part of these consolidated financial statements.

		For the Nine Months Ended
		September 30, 2020			September 30, 2019
Cash flows from operating activities:
	Net income including noncontrolling interests	$	92,016		$	114,824
	Adjustments to reconcile net income to net cash used in operating activities
	Depreciation and amortization		95,442			92,692
	Amortization of debt issue costs		760			802
	Amortization of convertible notes discount		1,277			0
	Gain on disposal of property and equipment		(22	)		1,045
	Provision for doubtful accounts		54			(964	)
	Deferred taxes		(763	)		(105,161	)
	Foreign currency transaction gains and losses		431			1,689
	Equity in earnings of unconsolidated joint ventures		(26,624	)		(29,305	)
	Return on investments in unconsolidated joint ventures		31,189			32,848
	Stock-based compensation		11,044			9,224
	Contributions of treasury stock		42,006			36,779
	Changes in assets and liabilities, net of acquisitions and newly consolidated joint ventures:
	Accounts receivable		(106,487	)		(31,726	)
	Contract assets		(34,931	)		(59,161	)
	Prepaid expenses and current assets		7,649			2,980
	Accounts payable		(8,074	)		(6,946	)
	Accrued expenses and other current liabilities		48,901			40,186
	Contract liabilities		(18,094	)		20,703
	Income taxes		(6,761	)		(3,019	)
	Other long-term liabilities		(15,574	)		13,138
	Net cash provided by operating activities		113,439			130,628
Cash flows from investing activities:
	Capital expenditures		(29,178	)		(44,030	)
	Proceeds from sale of property and equipment		1,053			2,824
	Payments for acquisitions, net of cash acquired		0			(495,690	)
	Investments in unconsolidated joint ventures		(7,969	)		(11,446	)
	Return of investments in unconsolidated joint ventures		17			6,632
	Net cash used in investing activities		(36,077	)		(541,710	)
Cash flows from financing activities:
	Proceeds from borrowings under credit agreement		212,900			530,000
	Repayments of borrowings under credit agreement		(212,900	)		(710,000	)
	Payments for debt costs and credit agreement		0			(286	)
	Proceeds from issuance of convertible notes		400,000			0
	Payments for purchase of bond hedges		(54,968	)		0
	Proceeds from issuance of warrants		13,808			0
	Transaction costs paid in connection with convertible notes issuance		(10,307	)		0
	Contributions by noncontrolling interests		491			8,999
	Distributions to noncontrolling interests		(4,469	)		(35,378	)
	Purchase of treasury stock		0			(819	)
	Taxes paid on vested stock		(1,149	)		0
	Proceeds from issuance of common stock		1,684			536,879
	Dividend paid		0			(52,093	)
	Net cash provided by financing activities		345,090			277,302
	Effect of exchange rate changes		(69	)		(953	)
	Net increase (decrease) in cash, cash equivalents, and restricted cash		422,383			(134,733	)
	Cash, cash equivalents and restricted cash:
	Beginning of year		195,374			281,195
	End of period	$	617,757		$	146,462

The accompanying notes are an integral part of these consolidated financial statements.

												Retained			Accumulated			Total
	Redeemable								Additional			Earnings			Other			Parsons
	Common			Common		Treasury			Paid-in			(Accumulated			Comprehensive			Equity			Noncontrolling
	Stock			Stock		Stock			Capital			Deficit)			Income (Loss)			(Deficit)			Interests			Total
Balance at June 30, 2020	$	-		$	146,496	$	(934,240	)	$	2,658,036		$	(182,753	)	$	(19,991	)	$	1,667,548		$	38,704		$	1,706,252
Comprehensive income
Net income		-			-		-			-			40,658			-			40,658			5,862			46,520
Foreign currency translation gain, net		-			-		-			-			-			1,922			1,922			4			1,926
Pension adjustments, net		-			-		-			-			-			20			20			-			20
Contributions		-			-		-			-			-			-			-			268			268
Distributions		-			-		-			-			-			-			-			(2,864	)		(2,864	)
Issuance of equity securities, net of retirements		-			2		-			(14	)		-			-			(12	)		-			(12	)
Equity component value of convertible note issuance		-			-		-			53,552			-			-			53,552			-			53,552
Purchase of convertible note hedge		-			-		-			(54,611	)		-			-			(54,611	)		-			(54,611	)
Sale of common stock warrants		-			-		-			13,808			-			-			13,808			-			13,808
Stock-based compensation		-			-		-			4,612			-			-			4,612			-			4,612
Balance at September 30, 2020	$	-		$	146,498	$	(934,240	)	$	2,675,383		$	(142,095	)	$	(18,049	)	$	1,727,497		$	41,974		$	1,769,471
Balance at June 30, 2019	$	2,880,189		$	21,296	$	(957,844	)	$	-		$	(424,886	)	$	(18,144	)	$	(1,379,578	)	$	37,352		$	(1,342,226	)
Comprehensive income
Net income		-			-		-			-			56,812			-			56,812			4,481			61,293
Foreign currency translation gain, net		-			-		-			-			-			171			171			-			171
Pension adjustments, net		-			-		-			-			-			(9	)		(9	)		-			(9	)
Contributions		-			-		-			-			-			-			-			852			852
Distributions		-			-		-			-			-			-			-			(14,591	)		(14,591	)
Stock-based compensation		-			-		-			9,224			-			-			9,224			-			9,224
IPO proceeds, net		-			-		-			(452	)		-			-			(452	)		-			(452	)
ESOP shares at redemption value		(303,178	)		-		-			-			303,178			-			303,178			-			303,178
Balance at September 30, 2019	$	2,577,011		$	21,296	$	(957,844	)	$	8,772		$	(64,896	)	$	(17,982	)	$	(1,010,654	)	$	28,094		$	(982,560	)

The accompanying notes are an integral part of these consolidated financial statements.

~~The accompanying notes are an integral part of these consolidated financial statements.~~

For the Nine Months Ended

September 28, 2018

September 30, 2019

Cash flows from operating activities:

Net income including noncontrolling interests

$
225,206

$
114,824

Adjustments to reconcile net income to net cash used in operating activities

Depreciation and amortization

46,656

92,692

Amortization of deferred gain

(5,440
)

-

Amortization of debt issue costs

548

802

Gain associated with claim on long-term contract

(129,674
)

-

Loss on disposal of property and equipment

59

1,045

Provision for doubtful accounts

9,094

(964
)

Deferred taxes

1,281

(105,161
)

Foreign currency transaction gains and losses

2,007

1,689

Equity in earnings of unconsolidated joint ventures

(25,577
)

(29,305
)

Return on investments in unconsolidated joint ventures

31,728

32,848

Stock-based compensation

-

9,224

Contributions of treasury stock

34,070

36,779

Changes in assets and liabilities, net of acquisitions and newly consolidated
joint ventures:

Accounts receivable

384,216

(31,726
)

Contract assets

(527,768
)

(59,161
)

Prepaid expenses and current assets

(13,028
)

2,980

Accounts payable

38,424

(6,946
)

Accrued expenses and other current liabilities

9,558

40,186

Billings in excess of costs

(151,892
)

-

Contract liabilities

168,579

20,703

Provision for contract losses

(13,992
)

-

Income taxes

3,250

(3,019
)

Other long-term liabilities

12,517

13,138

Net cash provided by operating activities

99,822

130,628

Cash flows from investing activities:

Capital expenditures

(19,436
)

(44,030
)

Proceeds from sale of property and equipment

112

2,824

Payments for acquisitions, net of cash acquired

(481,163
)

(495,690
)

Investments in unconsolidated joint ventures

(4,276
)

(11,446
)

Return of investments in unconsolidated joint ventures

1,126

6,632

Net cash used in investing activities

(503,637
)

(541,710
)
Cash flows from financing activities:

Proceeds from borrowings

260,000

530,000

Repayments of borrowings

(20,000
)

(710,000
)

Payments for debt costs and credit agreement

(468
)

(286
)

Contributions by noncontrolling interests

13,768

8,999

Distributions to noncontrolling interests

(6,858
)

(35,378
)

Purchase of treasury stock

(73,308
)

(819
)

IPO proceeds, net

-

536,879

Dividend paid

-

(52,093
)

Net cash provided by financing activities

173,134

277,302

Effect of exchange rate changes

(1,233
)

(953
)

Net decrease in cash, cash equivalents, and restricted cash

(231,914
)

(134,733
)

Cash, cash equivalents and restricted cash:

Beginning of year

446,144

281,195

End of period

$
214,230

$
146,462

~~The accompanying notes are an integral part of these consolidated financial statements.~~

Retained

Accumulated

Redeemable

Additional

Earnings

Other

Total

Common

Common

Treasury

Paid-in

(Accumulated

Comprehensive

Parsons

Noncontrolling

Stock

Stock

Stock

Capital

Deficit)

Income (Loss)

Deficit

Interests

Total

Balance at June 30, 2019

$
2,880,189

$
21,296

$
(957,844
)

$
-

$
(424,886
)

$
(18,144
)

$
(1,379,578
)

$
37,352

$
(1,342,226
)
Comprehensive income

Net income

-

-

-

-

56,812

-

56,812

4,481

61,293

Foreign currency translation gain, net

-

-

-

-

-

171

171

-

171

Pension adjustments, net

-

-

-

-

-

(9
)

(9
)

-

(9
)
Contributions

-

-

-

-

-

-

-

852

852

Distributions

-

-

-

-

-

-

-

(14,591
)

(14,591
)
Stock-based compensation

-

-

-

9,224

-

-

9,224

-

9,224

IPO proceeds, net

-

-

-

(452
)

-

-

(452
)

-

(452
)
Accretion of redeemable common stock

(303,178
)

-

-

-

303,178

-

303,178

-

303,178

Balance at September 30, 2019

$
2,577,011

$
21,296

$
(957,844
)

$
8,772

$
(64,896
)

$
(17,982
)

$
(1,010,654
)

$
28,094

$
(982,560
)

Balance at June 29, 2018

$
1,822,309

$
-

$
(909,368
)

$
-

$
15,894

$
(20,397
)

$
(913,871
)

$
43,935

$
(869,936
)
Comprehensive income

Net income

-

-

-

-

41,222

-

41,222

4,844

46,066

Foreign currency translation gain, net

-

-

-

-

-

2,294

2,294

9

2,303

Pension adjustments, net

-

-

-

-

-

10

10

-

10

Purchase of treasury stock

(40,312
)

-

(40,312
)

-

40,312

-

-

-

-

Contributions

-

-

-

-

-

-

-

115

115

Distributions

-

-

-

-

-

-

-

(4,096
)

(4,096
)
Balance at September 28, 2018

$
1,781,997

$
-

$
(949,680
)

$
-

$
97,428

$
(18,093
)

$
(870,345
)

$
44,807

$
(825,538
)

~~The accompanying notes are an integral part of these consolidated financial statements.~~

For the Nine Months Ended September 30, ~~2019~~2020 and September ~~28, 2018~~30, 2019

												Retained			Accumulated																							Retained			Accumulated
	Redeemable								Additional			Earnings			Other			Total									Redeemable								Additional			Earnings			Other			Total
	Common			Common		Treasury			Paid-in			(Accumulated			Comprehensive			Parsons			Noncontrolling						Common			Common		Treasury			Paid-in			(Accumulated			Comprehensive			Parsons			Noncontrolling
	Stock			Stock		Stock			Capital			Deficit)			Income (Loss)			Deficit			Interests			Total			Stock			Stock		Stock			Capital			Deficit)			Income (Loss)			Deficit			Interests			Total
Balance at December 31, 2019																											$	-		$	146,441	$	(934,240	)	$	2,649,975		$	(218,025	)	$	(14,261	)	$	1,629,890		$	30,866		$	1,660,756
Comprehensive income
Net income																												-			-		-			-			76,930			-			76,930			15,086			92,016
Foreign currency translation (loss), net																												-			-		-			-			-			(3,770	)		(3,770	)		-			(3,770	)
Pension adjustments, net																												-			-		-			-			-			(18	)		(18	)		-			(18	)
Adoption of ASU 2016-13																												-			-		-			-			(1,000	)					(1,000	)					(1,000	)
Contributions																												-			-		-			-			-			-			-			491			491
Distributions																												-			-		-			-			-			-			-			(4,469	)		(4,469	)
Issuance of equity securities, net of retirement																												-			57		-			1,615			-			-			1,672			-			1,672
Equity component value of convertible note issuance																												-			-		-			53,552			-			-			53,552			-			53,552
Purchase of convertible note hedge																												-			-		-			(54,611	)		-			-			(54,611	)		-			(54,611	)
Sale of common stock warrants																												-			-		-			13,808			-			-			13,808			-			13,808
Stock-based compensation																												-			-		-			11,044			-			-			11,044			-			11,044
Balance at September 30, 2020																											$	-		$	146,498	$	(934,240	)	$	2,675,383		$	(142,095	)	$	(18,049	)	$	1,727,497		$	41,974		$	1,769,471
Balance at December 31, 2018	$	1,876,309		$	-	$	(957,025	)	$	-		$	12,445		$	(22,957	)	$	(967,537	)	$	46,461		$	(921,076	)	$	1,876,309		$	-	$	(957,025	)	$	-		$	12,445		$	(22,957	)	$	(967,537	)	$	46,461		$	(921,076	)
Comprehensive income
Net income		-			-		-			-			106,812			-			106,812			8,012			114,824			-			-		-			-			106,812			-			106,812			8,012			114,824
Foreign currency translation gain, net		-			-		-			-			-			4,958			4,958			-			4,958			-			-		-			-			-			4,958			4,958			-			4,958
Pension adjustments, net		-			-		-			-			-			17			17			-			17			-			-		-			-			-			17			17			-			17
ASC 842 transition adjustment		-			-		-			-			52,608			-			52,608			-			52,608
ASC 842 Transition Adjustment																												-			-		-			-			52,608			-			52,608			-			52,608
Purchase of treasury stock		(819	)		-		(819	)		-			819			-			-			-			-			(819	)		-		(819	)		-			819			-			-			-			-
Contributions		-			-		-			-			-			-			-			8,999			8,999			-			-		-			-			-			-			-			8,999			8,999
Distributions		-			-		-			-			-			-			-			(35,378	)		(35,378	)		-			-		-			-			-			-			-			(35,378	)		(35,378	)
Dividend paid		-			-		-			-			(52,093	)		-			(52,093	)		-			(52,093	)		-			-		-			-			(52,093	)		-			(52,093	)		-			(52,093	)
Stock-based compensation		-			-		-			9,224			-			-			9,224			-			9,224			-			-		-			9,224			-			-			9,224			-			9,224
Conversion of S-Corp to C-Corp		25,877			-		-			-			(25,877	)		-			(25,877	)		-			(25,877	)		25,877			-		-			-			(25,877	)		-			(25,877	)		-			(25,877	)
IPO proceeds, net		-			21,296		-			515,582			-			-			536,878			-			536,878			-			21,296		-			515,582			-			-			536,878			-			536,878
Accretion of redeemable common stock		675,644			-		-			(516,034	)		(159,610	)		-			(675,644	)		-			(675,644	)
ESOP shares at redemption value																												675,644			-		-			(516,034	)		(159,610	)		-			(675,644	)		-			(675,644	)
Balance at September 30, 2019	$	2,577,011		$	21,296	$	(957,844	)	$	8,772		$	(64,896	)	$	(17,982	)	$	(1,010,654	)	$	28,094		$	(982,560	)	$	2,577,011		$	21,296	$	(957,844	)	$	8,772		$	(64,896	)	$	(17,982	)	$	(1,010,654	)	$	28,094		$	(982,560	)

Balance at December 29, 2017	$	1,855,305		$	-	$	(876,372	)	$	-		$	(186,035	)	$	(15,003	)	$	(1,077,410	)	$	27,494		$	(1,049,916	)
Comprehensive income
Net income		-			-		-			-			214,890			-			214,890			10,316			225,206
Foreign currency translation (loss), net		-			-		-			-			-			(3,063	)		(3,063	)		(16	)		(3,079	)
Pension adjustments, net		-			-		-			-			-			(27	)		(27	)		-			(27	)
Adoption of ASC 606		-			-		-			-			(4,735	)		-			(4,735	)		103			(4,632	)
Purchase of treasury stock		(73,308	)				(73,308	)		-			73,308			-			-			-			-
Contributions		-					-			-			-			-			-			13,768			13,768
Distributions		-			-		-			-			-			-			-			(6,858	)		(6,858	)
Balance at September 28, 2018	$	1,781,997		$	-	$	(949,680	)	$	-		$	97,428		$	(18,093	)	$	(870,345	)	$	44,807		$	(825,538	)

The accompanying notes are an integral part of these consolidated financial statements.

Parsons Corporation, a Delaware corporation, and its subsidiaries (collectively, the “Company”) is a leading provider of technology-driven solutions in the defense, intelligence and critical infrastructure markets. We provide ~~sophisticated design, engineering~~software and hardware products, technical services and ~~smart~~integrated solutions to support our customers’ missions. We have developed significant expertise and ~~agile software~~differentiated capabilities in key areas of cybersecurity, intelligence, missile defense, C5ISR, space, geospatial, and connected communities. By combining our talented team of professionals and advanced technology, we help solve complex technical challenges to ~~the United States federal government~~enable a safer, smarter and Critical Infrastructure customers worldwide. The Company performs work in various foreign countries through local subsidiaries, joint ventures and foreign offices maintained to carry out specific projects.more interconnected world.

On May 8, 2019, the Company consummated its initial public offering (“IPO”) whereby the Company sold 18,518,500 shares of common stock for $27.00 per share. The underwriters exercised their ~~share~~ option on May 14, 2019 to purchase an additional 2,777,775 shares at the ~~share~~net price of $25.515 which was the IPO share price of $27.00 less the underwriting discount of $1.485 per share. The net proceeds of the IPO and the underwriters’ ~~share~~ option were $536.9 million, after deducting underwriting discounts and other fees, and were used to fund an IPO dividend of $52.1 million, repay the outstanding balance of $150.0 million under our Term Loan, and repay outstanding indebtedness under our Revolving Credit Facility.

On April 15, 2019, the board of directors of the Company declared a common stock dividend in a ratio of ~~two~~2 shares of common stock for every one share of common stock presently held by the Company’s stockholder (the “Stock Dividend”). The record date of this common ~~Stock Dividend, which the Company refers to as the~~ Stock Dividend was May 7, 2019, the day immediately prior to the consummation of the Company’s IPO on May 8, 2019, and the payment date of the Stock Dividend was May 8, 2019. Purchasers of the Company’s common stock in the Company’s public offering were not entitled to receive any portion of the Stock Dividend.

The accompanying unaudited consolidated financial statements and related notes of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and pursuant to the interim period reporting requirements of Form 10-Q. They do not include all of the information and footnotes required by GAAP for complete financial statements and, therefore, should be read in conjunction with our consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form ~~S-1/A filed on April 29,~~10-K for the year ended December 31, 2019.

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

This Quarterly Report on Form 10-Q includes the accounts of ~~our wholly-owned~~Parsons Corporation and its subsidiaries and affiliates which it controls. Interests in joint ventures ofthat are controlled by the Company, or for which ~~we are~~the Company is otherwise deemed to be the primary ~~beneficiary. The equity method of accounting is applied for the~~beneficiary, are consolidated. For joint ventures in which the Company does not have a controlling interest, but exerts a significant influence, the Company applies the equity method of accounting. (see “Note 1514 –Investments in and Advances to Joint Ventures" for further discussion). Intercompany accounts and transactions are eliminated in consolidation.

In the first quarter of 2019 the Company adopted Accounting Standards Update (‘ASU”) 2016-02, “Leases” (“Topic 842”), using the modified retrospective method. The new guidance was applied to leases that existed or were entered into on or after January 1, 2019. The Company’s results for the reporting period beginning January 1, 2019 have been presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with previous guidance. See “Note 6 – Leases” for further discussion of the adoption and the impact on the Company’s financial statements.

The Company's accounting policy is to record dividends and accretion of redeemable stock as a reduction of retained earnings. In the absence of retained earnings, the Company will charge the dividends and/or accretion of redeemable stock to ~~Additional Paid-in Capital~~ until depleted and will then charge the remainder to accumulated deficit. As a result of the change in tax status from "S" Corporation to "C" Corporation in the second quarter of 2019, the Company reclassified historical retained earnings for the "S" Corporation from retained earnings to Additional Paid in Capital as of the date of conversion. Subsequent changes in accumulated deficit are related to increases or decreases in the maximum redemption value of redeemable common stock.

In October 2018, our board of directors approved a change in our annual and quarterly fiscal period ends from the last Friday on or before the calendar year or quarterly month-end to the last day of the calendar year or quarterly month-end. Accordingly, the period end for the first, second, and third quarters of fiscal 2018 and fiscal 2019 are March 30, 2018, June 29, 2018, and September 28, 2018, respectively, and March 31, 2019, June 30, 2019, and September 30, 2019, respectively. The number of days in the three- and nine-month periods ended September 28, 2018 and September 30, 2019 were 91 and 273, respectively, and 92 and 273, respectively.

The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. The Company’s most significant estimates and judgments involve revenue recognition with respect to the determination of the costs to complete contracts and transaction price; determination of self-insurance reserves; ~~valuation of the Company’s fair value of common stock (for periods prior to the IPO);~~ useful lives of property and equipment and intangible assets; calculation of allowance for doubtful accounts; valuation of deferred income tax assets and uncertain tax positions, among others. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” and “Note ~~2 –~~ 2—Summary of Significant Accounting ~~Policies” of Notes~~Polices” in the notes to ~~Consolidated Financial Statements~~our consolidated financial statements included in the Company’s Form ~~S-1/A filed April 29,~~10-K for the year ended December 31, 2019, for a discussion of the significant estimates and assumptions affecting our consolidated financial statements. Estimates of costs to complete contracts are continually evaluated as work progresses and are revised when necessary. When a change in estimate is determined to have an impact on contract profit, the Company records a positive or negative adjustment to the consolidated statement of income.

~~Included in~~ ~~Prepaid expenses and other current assets~~ in the Company’s consolidated balances sheets is inventory. Inventory consists of uninstalled materials received by the Company awaiting installation at our project sites and raw materials, work-in-process, and finished goods related to the manufacture of advance technology equipment. Uninstalled materials inventory and the inventory related to advance technology equipment is carried on the Company’s consolidated balance sheets at the lower of cost (which approximates average cost) or net realizable value.

~~In connection with the Company’s IPO on May 8, 2019, all~~ Employee Stock ~~Ownership~~Purchase Plan ~~(“ESOP”) shares were contingently redeemable for cash during the 180-day lock-up period which ended on November 3, 2019.~~

During the ~~180-day lock-up period, the Company presented all shares held by the ESOP as temporary equity on the consolidated balance sheets as~~ ~~Redeemable common stock held by Employee Stock Ownership Plan (ESOP)~~ ~~at their redemption value. The consolidated balance sheet, to be presented in the Company’s 2019 Annual Report on Form 10-K, at December 31, 2019 will reflect the reclassification~~second quarter of redeemable common stock held by the ESOP from temporary equity to permanent equity as the lock-up period expires in the fourth quarter. At the conclusion of the lock-up period all shares held by the ESOP will be redeemable by participants in sharesfiscal 2020, initial purchases of the Company’s common Stock were made under the Parsons Employee Stock Purchase Program (“ESPP”). Under the ESPP, eligible employees who elect to participate are granted the right to purchase shares of the common stock ~~once vesting and eligibility requirements have been met.~~ of Parsons at a discount that is limited to 5% of the per-share market value on the day shares are sold to employees. Purchases of common stock under the ESPP are included in “proceeds from issuance of common stock” in cash flows from financing activities in the Consolidated Statements of Cash Flows.

In the first quarter of ~~2019,~~2020, the Company adopted ~~Topic 842. See “Note 6 – Leases” for further discussion~~Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Losses on Financial Instruments.” The amendments in ASU 2016-13 replace the incurred loss impairment methodology in current practice with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to estimate credit losses. The adoption ~~and the~~of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements.

In ~~the first quarter of~~December 2019, the Company adopted ASU 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” under which the Company did not elect to reclassify the income tax effects stranded in accumulated other comprehensive income to retained earnings as a result of the enactment of comprehensive tax legislation, commonly referred to as the Tax Cuts and Jobs Act. As a result, there was no impact on the Company’s financial position, results of operations or cash flows.

On December 30, 2017, the Company adopted ASC 606, “Revenue from Contracts with Customers,” using the modified retrospective method, which provides for a cumulative effect adjustment to retained earnings beginning in fiscal 2018 for those uncompleted contracts impacted by the adoption of the new standard. The difference between the recognition criteria under ASC 606 and our previous recognition practices under ASC 605-35 was recognized through a cumulative adjustment of $4.7 million that was made to the opening balance of accumulated deficit as of December 30, 2017.

~~In January 2017,~~ the Financial Accounting Standards Board (“FASB”) issued ASU ~~2017-04,~~No. 2019-12, Income Taxes (Topic 740): Simplifying the ~~Test~~Accounting for ~~Goodwill Impairment.~~ Income Taxes (“ASU ~~2017-04 simplifies~~2019-12”). ASU 2019-12 was issued as a means to reduce the ~~test~~complexity of accounting for ~~goodwill impairment by removing~~income taxes for those entities that fall within the ~~second step~~scope of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.standard. The guidance is to be applied using a prospective method, excluding amendments related to franchise taxes, which should be applied on either a retrospective basis for all periods presented or a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. ASU 2019-12 is effective for ~~interim and annual reporting periods~~fiscal years beginning after December 15, ~~2019 and should be applied prospectively~~2020, with early adoption permitted. The Company ~~early adopted the new~~does not expect this standard ~~as of the beginning of fiscal 2018 and its adoption did not~~to have a material impact on ~~the~~its consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The update simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and limiting the number of embedded conversion features separately recognized from the primary contract. The guidance also includes targeted improvements to the disclosures for convertible instruments and earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company expects to early adopt this standard using the modified retrospective method. The Company is evaluating the impact of the adoption on its consolidated financial statements, and expects it will result in a reduction in non-cash interest expense and a reclassification of the equity portion of the Convertible Senior Notes to liabilities on the consolidated balance sheet.

On ~~May 31, 2018,~~January 7, 2019, the Company acquired a 100% ownership interest in ~~Polaris Alpha,~~OGSystems, a ~~privately owned, advanced technology-focused provider of innovative mission solutions~~privately-owned company, for ~~complex defense, intelligence, and security customers, as well as other U.S. federal government customers, for $489.1~~$292.4 million paid in cash. OGSystems provides geospatial intelligence, big data analytics and threat mitigation for defense and intelligence customers. The Company borrowed ~~$260~~$110 million under the ~~credit agreement,~~Credit Agreement and $150 million on a short-term loan, as described in “Note ~~11 –~~ 10—Debt and Credit Facilities,” to partially fund the acquisition. In connection with this acquisition, the Company recognized ~~$6.2~~$5.4 million of acquisition-related expenses in “Indirect, general and administrative expense” in the consolidated statements of income for the ~~fiscal~~ year ended December 31, ~~2018,~~2019, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. ~~Polaris Alpha~~OGSystems enhances the Company’s artificial intelligence and data analytics expertise with new technologies and solutions. Customers of both companies will benefit from existing, complementary technologies and increased scale, enabling end-to-end solutions under the shared vision of rapid prototyping and agile development.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the purchase price allocation as of the date of acquisition (in thousands):

	Amount			Amount
Cash and cash equivalents	$	7,914		$	5,772
Accounts receivable		29,688			9,904
Contract assets		35,229			9,747
Prepaid expenses and other current assets		9,295			4,307
Property and equipment		9,024			4,085
Right of use assets, operating leases					8,826
Goodwill		243,471			183,540
Intangible assets		199,520			92,300
Other noncurrent assets		2,203			10
Accounts payable		(13,942	)		(5,450	)
Accrued expenses and other current liabilities		(26,419	)		(7,147	)
Contract liabilities		(3,529	)		(1,300	)
Short-term lease liabilities, operating leases					(805	)
Income tax payable					(1,178	)
Deferred tax liabilities		(2,231	)		(1,195	)
Long-term lease liabilities, operating leases					(8,021	)
Other long-term liabilities		(1,146	)		(1,015	)
Net assets acquired	$	489,077		$	292,380

Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):

	Gross Carrying Amount		Amortization Period	Gross Carrying Amount		Amortization Period
			(in years)			(in years)
Developed technology	$	84,900	4
Customer relationships		76,000	8	$	57,100		5
Backlog		34,900	2		27,700		3
Trade name		3,600	1		3,800		2
Leases	$	120	6
Non-compete agreements					2,400		3
Developed technologies				$	1,300		3

Amortization expense of ~~$13.0 million and $13.2~~$5.9 million related to these intangible assets was recorded for the three months ended September ~~28, 2018~~30, 2020 and September 30, 2019, respectively, and ~~$17.3 million and $41.2~~$17.8 million for the nine months ended September ~~28, 2018~~30, 2020 and September 30, 2019, respectively. The entire value of goodwill of ~~$243.5~~$183.5 million was assigned to the ~~Parsons~~ Federal Solutions reporting unit and represents synergies expected to be realized from this business combination. Goodwill of ~~$50.1~~$16 million is deductible for tax purposes.

The amount of revenue generated by ~~Polaris Alpha~~OGSystems and included within consolidated revenues is ~~$94.8~~$46.2 million and ~~$96.9~~$33.7 million for the three months ~~ended~~ September ~~28, 2018~~30, 2020 and September 30, 2019, respectively, and ~~$124.7~~$117.0 million and ~~$293.0~~

$108.7 million for the nine months ended September ~~28, 2018~~30, 2020 and September 30, 2019, respectively. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.

Supplemental information ~~on an unaudited pro forma operating results assuming the Polaris Alpha acquisition had been consummated as~~ of ~~the beginning of fiscal year 2018 (December 31, 2017) (in thousands) is as follows:~~

The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses and the additional pro forma interest expense related to the borrowings under the credit agreement as of the assumed acquisition date. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.

On January 7, 2019, the Company acquired a 100% ownership interest in OGSystems, a privately owned company, for $292.4 million paid in cash. OGSystems provides geospatial intelligence, big data analytics and threat mitigation for defense and intelligence customers. The Company borrowed $110 million under the credit agreement and $150 million on a short-term loan, as described in “Note 11 – Debt and Credit Facilities,” to partially fund the acquisition. In connection with this acquisition, the Company recognized $0.6 million and $5.5 million of acquisition-related expenses in “Indirect, general and administrative expense” in the consolidated statements of income for the three and nine months ended September 30, 2019, respectively, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. OGSystems enhances the Company’s artificial intelligence and data analytics expertise with new technologies and solutions. Customers of both companies will benefit from existing, complementary technologies and increased scale, enabling end-to-end solutions under the shared vision of rapid prototyping and agile development.

~~The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the preliminary purchase price allocation as of the date of acquisition (in thousands):~~

~~Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):~~

~~The Company is still in the process of finalizing its valuation of developed technology acquired.~~

Amortization expense of $5.9 million and $17.8 million related to these intangible assets was recorded for the three and nine months ended September 30, 2019, respectively. The entire value of goodwill of $183.5 million was assigned to the Parsons Federal reporting unit and represents synergies expected to be realized from this business combination. Goodwill of $16.0 million is deductible for tax purposes.

The amount of revenue generated by OGSystems since the acquisition and included within consolidated revenues for the three and nine months ended September 30, 2019 is $33.7 million and $108.7 million, respectively. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.

~~Supplemental information on an~~ unaudited pro forma operating results assuming the OGSystems acquisition had been consummated as of the beginning of fiscal year 2018 (December ~~31,~~30, 2017) (in thousands) is as follows:

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 28, 2018		September 30, 2019		September 28, 2018		September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Pro forma revenue	$	1,007,793	$	1,023,277	$	2,715,572	$	2,919,379	$	1,004,236	$	1,023,277	$	2,954,688	$	2,919,379
Pro forma net income including noncontrolling interests	$	39,224	$	61,293	$	196,905	$	118,896	$	47,561	$	61,293	$	95,189	$	118,896

On July 31, 2019 the Company acquired a 100% ownership interest in QRC Technologies (“QRC”), a ~~privately owned~~privately-owned company, for $214.1 million in cash. QRC provides design and development of open-architecture radio-frequency products. The ~~company~~Company borrowed $140.0 million under the Revolving Credit Facility to partially fund the transaction. In connection with this acquisition, the Company recognized ~~$4.7~~$4.9 million of acquisition-related expenses in “Indirect, general and administrative expense” in the consolidated statements of income for the ~~three and nine months~~fiscal year ended ~~September 30,~~December 31, 2019, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. QRC is an agile, disruptive product company that specializes in radio frequency spectrum survey, record and playback; signals intelligence; and electronic warfare missions. QRC complements our existing portfolio, increases our presence in the high-growth markets of spectrum awareness and surveillance, and adds critical intellectual property that complements and expands ~~our~~the Company’s available capabilities for the Special Operations and Intelligence Communities.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the ~~preliminary~~ purchase price allocation as of the date of acquisition (in thousands):

	Amount			Amount
Cash and cash equivalents	$	5,925		$	5,925
Accounts receivable		5,587			5,587
Prepaid expenses and other current assets		5,467			5,727
Property and equipment		1,205			1,205
Right of use assets, operating leases		5,228			5,228
Goodwill		128,387			125,091
Intangible assets		72,900			76,200
Accounts payable		(1,567	)		(1,567	)
Accrued expenses and other current liabilities		(3,771	)		(4,025	)
Short-term lease liabilities, operating leases		(545	)		(545	)
Long-term lease liabilities, operating leases		(4,683	)		(4,683	)
Net assets acquired	$	214,133		$	214,143

Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):

	Gross Carrying Amount		Amortization Period	Gross Carrying Amount		Amortization Period
			(in years)			(in years)
Customer relationships	$	47,600	12	$	49,800	12
Developed technologies					21,800	3 to 5
In-process research and development					1,800	3 to 5
Non-compete agreements					1,200	4
Trade name					800	2
Backlog		700	1		800	1
Trade name		800	2
Non-compete agreements		1,200	4
Developed technologies	$	22,600	3-5

~~The Company is still in the process of finalizing its valuation of the net assets acquired.~~

Amortization expense of $3.5 million and $1.9 million related to these intangible assets was recorded for the three months ended September 30, 2020 and September 30, 2019, respectively, and $10.6 million and $1.9 million for the nine months ended September 30, 2020 and September 30, 2019, respectively. The entire value of goodwill of ~~$128.4~~$125.1 million was assigned to the ~~Parsons~~ Federal Solutions reporting unit and represents synergies expected to be realized from this business combination. Goodwill in ~~it’s~~its entirety is deductible for tax purposes.

The amount of revenue generated by QRC ~~since the acquisition~~ and included within consolidated revenues is $12.6 million and $5.6 million for ~~both~~ the three months ended September 30, 2020 and September 30, 2019, respectively, and $25.2 million and $5.6 million for the nine months ended September 30, 2020 and September 30, 2019, ~~is $5.6 million.~~respectively. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.

Supplemental information on an unaudited pro forma ~~operating results~~basis, assuming the QRC Technologies acquisition had been consummated as of the beginning of fiscal year 2018 (December ~~31,~~30, 2017) (in thousands) is as follows:

The Company’s contracts contain both fixed-price and cost reimbursable components. Contract types are based on the component that represents the majority of the contract. The following table presents revenue disaggregated by contract type (in thousands):

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 28, 2018		September 30, 2019		September 28, 2018		September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Fixed-Price	$	300,225	$	288,316	$	833,224	$	850,658	$	324,901	$	288,316	$	944,577	$	850,658
Time-and-Materials		254,435		285,586		732,555		810,656		265,987		285,586		777,807		810,656
Cost-Plus		421,497		449,375		1,065,789		1,256,110		413,348		449,375		1,232,304		1,256,110
Total	$	976,157	$	1,023,277	$	2,631,568	$	2,917,424	$	1,004,236	$	1,023,277	$	2,954,688	$	2,917,424

See “Note 1918 – Segments Information” for the Company’s revenues by business lines.

Contract assets and contract liabilities balances at September 30, 2020 and December 31, ~~2018 and September 30,~~ 2019 were as follows (in thousands):

	December 31, 2018		September 30, 2019		$ change		% change			September 30, 2020		December 31, 2019		$ change			% change
Contract assets	$	515,319	$	583,670	$	68,351		13.3	%	$	610,893	$	575,089	$	35,804			6.2	%
Contract liabilities		208,576		231,032		22,456		10.8	%		212,373		230,681		(18,308	)		-7.9	%
Net contract assets (liabilities) (1)	$	306,743	$	352,638	$	45,895		15.0	%	$	398,520	$	344,408	$	54,112			15.7	%

During the three months ended September ~~28, 2018~~30, 2020 and September 30, 2019, the Company recognized revenue of ~~$0.8~~$9.5 million and $2.1 million, respectively, and ~~$100.4~~$132.2 million and $115.1 million during the nine months ended September ~~28, 2018~~30, 2020 and September 30, 2019, respectively that was included in the corresponding contract liability ~~balance~~balances at December ~~30, 2017~~31, 2019 and December 31, 2018, respectively. ~~The~~Certain changes in contract assets and contract liabilities ~~were~~consisted of the ~~result of normal business activity and not significantly impacted by other factors, except as follows:~~following:

	December 31, 2018		September 30, 2019		September 30, 2020		December 31, 2019
Acquired contract assets	$	35,229	$	9,747	$	0	$	9,747
Acquired contract liabilities		3,529		1,300		0		1,300
Change in the estimate of variable consideration		-		14,506		0		12,166
Reversal of provision for contract losses (1)	$	133,180	$	-

There was no0 significant impairment of contract assets recognized during the three and nine months ended September ~~28, 2018~~30, 2020 and September 30, 2019.

Revisions in estimates, such as changes in estimated claims or incentives, related to performance obligations partially satisfied in previous periods that individually had an impact of $5 million or more on revenue resulted in ~~an increase~~the following changes in ~~revenue of $9.1 million for the three and nine months ended September 30, 2019, and no amounts for the three and nine months ended September 28, 2018.~~ revenue:

Accounts receivable, net consisted of the following as of September 30, 2020 and December 31, ~~2018 and September 30,~~ 2019 (in thousands):

	December 31, 2018			September 30, 2019			September 30, 2020			December 31, 2019
Billed	$	538,808		$	516,099		$	527,654		$	475,528
Unbilled		135,180			200,477			252,963			201,461
Total accounts receivable, gross		673,988			716,576			780,617			676,989
Allowance for doubtful accounts		(50,702	)		(42,902	)		(5,557	)		(5,497	)
Total accounts receivable, net	$	623,286		$	673,674		$	775,060		$	671,492

Billed accounts receivable represents amounts billed to clients that have not been collected. Unbilled accounts receivable represents amounts where the Company has a present contractual right to bill but an invoice has not been issued to the customer at the period-end date.

In connection with the adoption of ASU 2016-13, we have modified the historical presentation of gross receivables and the allowance for doubtful accounts to reflect only expected credit losses in the allowance in conformity with the current period presentation.

The allowance for doubtful accounts was determined based on consideration of trends in actual and forecasted credit quality of clients, including delinquency and payment history, type of client, such as a government agency or commercial sector client, and general economic conditions and particular industry conditions that may affect a client’s ability to pay. COVID-19 Impacts: We have not seen and do not expect there to be a risk of non-payment from either our government agency or commercial customers. We have experienced payment delays due to administrative limitations from both types of customers.

Transaction Price Allocated to the Remaining Unsatisfied Performance Obligations

The Company’s remaining unsatisfied performance obligations (“RUPO”) as of September 30, ~~2019~~2020 represent a measure of the total dollar value of work to be performed on contracts awarded and ~~in progress.~~in-progress. The Company had ~~$5.1~~$5.0 billion in RUPO as of September 30, ~~2019.~~2020.

RUPO will increase with awards of new contracts and decrease as the Company performs work and recognizes revenue on existing contracts. Projects are included within RUPO at such time the project is awarded and agreement on contract terms has been reached. The difference between RUPO and backlog relates to unexercised option years that are included within backlog and the value of Indefinite Delivery/Indefinite Quantity (“IDIQ”) contracts included in backlog for which delivery orders have not been issued.

RUPO is comprised of: (a) original transaction price, (b) change orders for which written confirmations from our customers have been received, (c) pending change orders for which the Company expects to receive confirmations in the ordinary course of business, and (d) claim amounts that the Company has made against customers for which it has determined that it has a legal basis under existing contractual arrangements and a significant reversal of revenue is not probable, less revenue recognized to-date.

The Company expects to satisfy its RUPO as of September 30, ~~2019~~2020 over the following periods (in thousands):

Period RUPO Will Be Satisfied	Within One Year		Within One to Two Years		Thereafter		Within One Year		Within One to Two Years		Thereafter
Federal Solutions	$	1,198,634	$	436,620	$	208,734	$	1,174,719	$	379,069	$	560,850
Critical Infrastructure		1,636,525		960,469		643,170		1,408,497		700,549		749,792
Total	$	2,835,159	$	1,397,089	$	851,904	$	2,583,216	$	1,079,618	$	1,310,642

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

The Company elected to adopt the standard, and available practical expedients, effective January 1, 2019. These practical expedients allowed the Company to keep the lease classification assessed under the previous lease accounting standard (ASC 840) without reassessment under the new standard, and allowed all separate lease components, including non-lease components, to be accounted for as a single lease component for all existing leases prior to adoption of the new standard. Furthermore, the Company made an accounting policy election to not recognize a lease liability and ROU asset for leases with lease terms of twelve months or less.

The Company adopted this new standard under the modified retrospective transition approach without adjusting comparative periods in the financial statements, as allowed under Topic 842, and implemented internal controls and key system functionality to enable the preparation of financial information on adoption.

The standard had a material impact on the Company’s consolidated balance sheets but did not have an impact on the consolidated income statements. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while accounting for finance leases remained substantially unchanged.

As a result of the adoption, the Company recorded a cumulative-effect adjustment to retained earnings of $52.6 million net of deferred tax asset adjustment of $0.7 million, representing the unamortized portion of a deferred gain previously recorded as a sale-leaseback transaction associated with the sale of an office building in 2011. The Company concluded the transaction resulted in the transfer of control of the office building to the buyer-lessor at market terms and would have qualified as a sale under Topic 842 with gain recognition in the period the sale was recognized.

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and current and long-term operating lease liabilities in the consolidated balance sheets. Finance leases are included in other noncurrent assets, accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheets.

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

We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities.

The Company has operating and finance leases for corporate and project office spaces, vehicles, heavy machinery and office equipment. Our leases have remaining lease terms of one year to 10 years, some of which may include options to extend the leases for up to five years, and some of which may include options to terminate the leases up to the ~~seventh~~third year. ~~As of September 30, 2019, assets recorded under finance leases were $1.8 million and accumulated depreciation associated with finance leases was $0.5 million.~~

The components of lease costs for the three and nine months ended September 30, 2020 and September 30, 2019 are as follows (in thousands):

	Three Months Ended			Nine Months Ended			Three Months Ended						Nine Months Ended
	September 30, 2019			September 30, 2019			September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
Operating lease cost	$	17,969		$	53,835		$	15,919		$	17,969		$	48,945		$	53,835
Short-term lease cost		5,429			10,925			4,301			5,429			12,254			10,925
Amortization of right-of-use assets		120			455			531			120			1,036			455
Interest on lease liabilities		15			46			64			15			109			46
Sublease income		(712	)		(2,727	)		(959	)		(712	)		(2,771	)		(2,727	)
Total lease cost	$	22,821		$	62,534		$	19,856		$	22,821		$	59,573		$	62,534

Supplemental cash flow information related to leases for the nine months ended September 30, 2020 and September 30, 2019 is as follows (in thousands):

	Nine Months Ended		Nine Months Ended
	September 30, 2019		September 30, 2020		September 30, 2019
Operating cash flows for operating leases	$	52,056	$	45,343	$	52,056
Operating cash flows for financing activities		570		111		46
Financing cash flows from finance leases				1,080		524
Right-of-use assets obtained in exchange for new operating lease liabilities		274,212		19,587		274,212
Right-of-use assets obtained in exchange for new finance lease liabilities	$	1,818	$	0	$	1,818

Supplemental balance sheet and other information related to leases as of September 30, 2020 and December 31, 2019 isare as follows (in thousands):

	September 30, 2019			September 30, 2020			December 31, 2019
Operating Leases:
Right-of-use assets	$	219,207		$	212,592		$	233,415
Lease liabilities:
Current	$	49,074		$	48,661		$	49,994
Long-term		188,571			189,319			203,624
Total operating lease liabilities	$	237,645		$	237,980		$	253,618
Finance Leases:
Other noncurrent assets	$	1,362		$	2,757		$	2,377
Lease liabilities:
Accrued expenses and other current liabilities	$	558		$	1,345		$	1,075
Other long-term liabilities		736		$	1,247		$	1,202
Total finance lease liabilities	$	1,294

Weighted Average Remaining Lease Term:
Operating leases	6 years			5 years			6 years
Finance leases	3 years			2 years			3 years
Weighted Average Discount Rate:
Operating leases		4.3	%		3.8	%		4.0	%
Finance leases		4.4	%		4.7	%		4.5	%

As of September 30, ~~2019,~~2020, the Company has ~~additional~~0 operating leases ~~primarily for office spaces,~~ that have not yet ~~commenced of $37.0 million. These operating leases will commence in 2019 with lease terms of 2 years to 11 years.~~commenced.

A maturity analysis of the future undiscounted cash flows associated with the Company’s operating and finance lease liabilities as of September 30, ~~2019~~2020 is as follows (in thousands):

	Operating Leases			Finance Leases			Operating Leases			Finance Leases
2019	$	15,409		$	160
2020		54,561			574
2020 (remaining)							$	11,735		$	381
2021		50,333			421			58,792			1,291
2022		44,160			187			53,521			735
2023		36,996			25			46,386			316
2024								36,502			8
Thereafter		64,423			-			55,471			0
Total lease payments		265,882			1,367			262,407			2,731
Less: imputed interest		(28,237	)		(73	)		(24,427	)		(139	)
Total present value of lease liabilities	$	237,645		$	1,294		$	237,980		$	2,592

As of December 31, 2018, $276.7 million of minimum rental commitments on operating leases was payable as follows: $67.9 million in 2019, $51.0 million in 2020, $42.5 million in 2021, $35.9 million in 2022, $29.4 million in 2023, and $50.0 million thereafter. Rental expense for the three and nine months ended September 28, 2018 was $21.7 million and $59.7 million, respectively.

The following table summarizes the changes in the carrying value of goodwill by reporting segment at September 30, 2020 and December 31, ~~2018 and September 30,~~ 2019 (in thousands):

	December 31, 2018		Acquisitions		Foreign Exchange		September 30, 2019		December 31, 2019		Foreign Exchange			September 30, 2020
Federal Solutions	$	666,841	$	311,860	$	-	$	978,701	$	975,405	$	0		$	975,405
Critical Infrastructure		70,097		-		1,279		71,376		72,020		(972	)		71,048
Total	$	736,938	$	311,860	$	1,279	$	1,050,077	$	1,047,425	$	(972	)	$	1,046,453

The ultimate impact from the COVID-19 pandemic is difficult to predict. While many uncertainties exist, we currently anticipate no material change in our financial condition or results of operations. Although the Company does not anticipate a material change to our financial condition or results of operations, the Company performed a qualitative triggering analysis and determined there was no triggering event indicating a potential impairment to the carrying value of its goodwill at September 30, 2020 and concluded there has 0t been an impairment.

The gross amount and accumulated amortization of intangible assets with finite useful lives included in “Intangible assets, net” on the consolidated balance sheets are as follows (in thousands except for years):

	December 31, 2018							September 30, 2019							Weighted Average		September 30, 2020							December 31, 2019							Weighted Average
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Amortization Period (in years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Amortization Period (in years)
Backlog	$	80,754	$	(58,295	)	$	22,459	$	109,155	$	(80,321	)	$	28,834		3	$	109,255	$	(97,713	)	$	11,542	$	109,255	$	(87,510	)	$	21,745		3
Customer relationships		121,629		(38,974	)		82,655		226,329		(60,266	)		166,063		7		228,529		(99,646	)		128,883		228,529		(67,809	)		160,720		7
Leases		670		(561	)		109		670		(576	)		94		5		670		(594	)		76		670		(580	)		90		5
Developed technology		87,839		(15,174	)		72,665		111,739		(32,545	)		79,194		4		110,939		(61,902	)		49,037		110,939		(40,749	)		70,190		4
Trade name		3,600		(2,100	)		1,500		8,200		(5,092	)		3,108		1		8,200		(7,392	)		808		8,200		(5,667	)		2,533		1
Non-compete agreements		-		-			-		3,600		(650	)		2,950		3		3,600		(1,750	)		1,850		3,600		(925	)		2,675		3
In process research and development																		1,800		-			1,800		1,800		0			1,800	n/a
Other intangibles		275		(145	)		130		1,076		(162	)		914		10		275		(189	)		86		275		(170	)		105		10
Total intangible assets	$	294,767	$	(115,249	)	$	179,518	$	460,769	$	(179,612	)	$	281,157			$	463,268	$	(269,186	)	$	194,082	$	463,268	$	(203,410	)	$	259,858

The aggregate amortization expense of intangible assets for the three months ended September ~~28, 2018~~30, 2020 and September 30, 2019 was ~~$14.8~~$20.9 million and $22.1 million, respectively, and for the nine months ended September 30, ~~2018~~2020 and September 30, 2019 was ~~$22.7~~$65.7 million and $64.5 million, respectively.

Estimated amortization expense for the remainder of the current fiscal year and in each of the next ~~five~~four years and beyond is as follows (in thousands):

	September 30, 2019		September 30, 2020
2019 (remaining)	$	23,049
2020		83,511
2020 (remaining)			$	20,820
2021		78,778		81,573
2022		34,517		36,098
2023		22,599		23,549
2024				9,098
Thereafter		38,703		21,144
Total	$	281,157	$	192,282

Property and equipment consisted of the following at September 30, 2020 and December 31, ~~2018 and September 30,~~ 2019 (in thousands):

	December 31, 2018			September 30, 2019			Useful lives (years)	September 30, 2020			December 31, 2019			Useful life (years)
Buildings and leasehold improvements	$	54,348		$	71,698		1-15	$	93,361		$	81,065		1-15
Furniture and equipment		81,705			85,322		3-10		92,199			91,720		3-10
Computer systems and equipment		148,255			168,241		3-10		173,606			164,161		3-10
Construction equipment		12,074			11,753		5-7		9,477			11,765		5-7
									368,643			348,711
Accumulated depreciation		(204,533	)		(227,776	)			(247,157	)		(225,960	)
Property and equipment, net	$	91,849		$	109,238			$	121,486		$	122,751

Depreciation expense for the three months ended September ~~28, 2018~~30, 2020 and September 30, 2019 was ~~$8.8~~$9.5 million and $8.9 million, respectively, and ~~$24.0~~$28.9 million and $28.2 million, respectively, for the nine months ended September ~~28, 2018~~30, 2020 and September 30, 2019.

During fiscal 2011, the Company consummated two sale-leaseback transactions associated with the sale of two office buildings from which the Company recognized a total gain in the consolidated statements of income (loss) of $106.7 million and a total deferred gain of $107.8 million. The current and long-term portion of the deferred gain had been recorded in “Accrued expenses and other current liabilities” and “Deferred gain resulting from sale-leaseback transactions” on the consolidated balance sheet at December 31, 2018, respectively, and was being recognized ratably over the minimum lease terms to which they relate, as an offset to rental expense in “Indirect, general and administrative expenses” in the consolidated statements of income. Amortization of the deferred gain was $1.8 million for the three months ended September 28, 2018 and $5.4 million for the nine months ended September 28, 2018. The deferred gain balance of $53.3 million as of December 31, 2018 was recognized as an adjustment to beginning retained earnings net of a deferred tax asset adjustment of $0.7 million during January 2019 in connection with the adoption of the new leasing standard. See “Note 6 – Leases”.

							September 30, 2020			December 31, 2019
Short-Term:
Senior notes							$	50,000		$	-
Total Short-Term								50,000			-
Long-Term:	December 31, 2018			September 30, 2019
Revolving credit facility	$	180,000		$	-
Senior notes		250,000			250,000			200,000			250,000
Convertible senior notes								400,000			-
Debt discount								(53,692	)		-
Debt issuance costs		(836	)		(694	)		(9,189	)		(647	)
Total long-term	$	429,164		$	249,306			537,119			249,353
Total Debt							$	587,119		$	249,353

In November 2017, the Company entered into an amended and restated Credit Agreement. The Company incurred $2.0 million of costs in connection with this amendment. Under the agreement, the Company’s revolving credit facility was increased from $500 million to $550 million and the term of the agreement was extended through November ~~2022.~~2022. The borrowings under the Credit Agreement bear interest, at the Company’s option, at either the Base Rate (as defined in the Credit Agreement), plus an applicable margin, or LIBOR plus an applicable margin. The applicable margin for Base Rate loans is a range of 0.125% to 1.00% and the applicable margin for LIBOR loans is a range of 1.125% to 2.00%, both based on the leverage ratio of the Company at the end of each fiscal quarter. The rates at September 30, 2020 and December 31, ~~2018 and September 30,~~ 2019 were ~~4.253%~~1.44% and ~~3.350%~~3.02%, respectively. Borrowings under this Credit Agreement are guaranteed by certain ~~of the Company’s~~Company operating subsidiaries. Letters of credit commitments outstanding under this agreement aggregated to ~~$49.8~~$44.9 million and ~~$45.2~~$43.7 million at September 30, 2020 and December 31, ~~2018 and September 30,~~ 2019, respectively, which reduced borrowing limits available to the Company. Interest expense related to the ~~credit agreement~~Credit Agreement was $0.2 million and $0.9 million for the three and nine months ended September 30, 2020, respectively, and for the three and nine months ended September 30, 2019 was $1.1 million and $6.4 million, respectively. There were 0 loan amounts outstanding under the Credit Agreement at September 30, 2020.

In January 2019, the Company borrowed $150.0 million under our Term Loan Agreement to partially finance the OGSystems acquisition. On May 10, 2019, the Company used proceeds from its May 8, 2019 IPO to repay the $150.0 million outstanding balance under the Term Loan and this loan is now closed. Interest expense related to the Term Loan was $0 and $2.3 million for the three and nine months ended September 30, 2019, ~~respectively, and for the three and nine months ended September 28, 2018 was $2.5 million and $3.5 million,~~ respectively. There were 0 amounts outstanding in fiscal 2020.

On July 1, 2014, the Company finalized a private placement whereby the Company raised an aggregate amount of $250.0 million in debt ~~repayable~~ as follows (in thousands):

Tranche	Debt Amount		Maturity Date	Interest Rates			Debt Amount		Maturity Date	Interest Rates
Senior Note, Series A	$	50,000	July 15, 2021		4.44	%	$	50,000	July 15, 2021		4.44	%
Senior Note, Series B		100,000	July 15, 2024		4.98	%		100,000	July 15, 2024		4.98	%
Senior Note, Series C		60,000	July 15, 2026		5.13	%		60,000	July 15, 2026		5.13	%
Senior Note, Series D	$	40,000	July 15, 2029		5.38	%		40,000	July 15, 2029		5.38	%

The Company incurred $1.1 million of debt issuance costs in connection with the private placement. On August 10, 2018, the Company finalized an amended and restated intercreditor agreement related to this private placement to more closely align certain covenants and definitions with the terms under the 2017 amended and restated Credit Agreement and incurred $0.5 million of additional issuance costs. These costs are presented as a direct deduction from the debt on the face of the consolidated balance sheets. Interest expense related to the Senior Notes for both the three and nine months ended September ~~28, 2018~~30, 2020 and September 30, 2019 was $3.1 million and $9.3 million, respectively. The amortization of debt issuance costs and interest expense are recorded in “Interest expense” on the consolidated statements of income. The Company made interest payments of $6.2 million for both the three months ended September 30, 2020 and September 30, 2019. The Company made interest payments related to the Senior Notes for both the ~~three and~~ nine months ended September ~~28, 2018~~30, 2020 and September 30, 2019 of ~~$6.2 million and~~ $12.4 ~~million, respectively.~~million. Interest payable of ~~$5.7~~$2.4 million and $2.6 million is recorded in “Accrued expenses and other current liabilities” on the consolidated balance sheets at September 30, 2020 and December 31, ~~2018 and September 30,~~ 2019, respectively, related to the Senior Notes.

The Credit Agreement and private placement includes various covenants, including restrictions on indebtedness, liens, acquisitions, investments or dispositions, payment of dividends and maintenance of certain financial ratios and conditions. The Company was in compliance with these covenants at September 30, 2020 and December 31, ~~2018 and September 30,~~ 2019.

The Company also has in place several secondary bank credit lines for issuing letters of credit, principally for foreign contracts, to support performance and completion guarantees. Letters of credit commitments outstanding under these bank lines aggregated ~~$223.0~~$198.0 million and ~~$220.6~~$197.3 million at September 30, 2020 and December 31, ~~2018 and September 30,~~ 2019, respectively.

Using a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, optionality, and risk profile, the Company estimated the fair value ~~(level~~(Level 2) of its senior notes at September 30, ~~2019~~2020 approximates ~~$269.3~~$277.6 million. See “Note 1716 – Fair Value of Financial Instruments” for the definition of ~~level~~Level 2 of the fair value hierarchy.

In ~~January 2019,~~August 2020, the Company ~~borrowed $150.0~~issued an aggregate $400.0 million of 0.25% Convertible Senior Notes due 2025, including the exercise of a $50.0 million initial purchasers’ option. The Company received proceeds from the issuance and sale of the Convertible Senior Notes of $389.7 million, net of $10.3 million of transaction fees and other third-party offering expenses. The Convertible Senior Notes accrue interest at a rate of 0.25% per annum, payable semi-annually on February 15 and August 15 of each year beginning on February 15, 2021, and will mature on August 15, 2025, unless earlier repurchased, redeemed or converted.

The Convertible Senior Notes are the Company’s senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness, to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries

Each $1,000 of principal of the Notes will initially be convertible into 22.2913 shares of our common stock, which is equivalent to an initial conversion price of $44.86 per share, subject to adjustment upon the occurrence of specified events. On or after March 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Senior Notes, holders may convert all or a portion of their Convertible Senior Notes, regardless of the conditions below.

Prior to the close of business on the business day immediately preceding March 15, 2025, the Notes will be convertible at the option of the holders thereof only under ~~our Term Loan Agreement~~the following circumstances:

. The Company may redeem all or any portion of the Convertible Senior Notes for cash, at its option, on or after August 21, 2023 and before the 51^st scheduled trading day immediately before the maturity date at a redemption price equal to ~~partially finance~~100% of the ~~OGSystems acquisition. On May 10, 2019,~~principal amount of the Notes to be redeemed, plus accrued and unpaid interest, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for a specified period of time. In addition, calling any Convertible Senior Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Convertible Senior Note, in which case the conversion rate applicable to the conversion of that Convertible Senior Note will be increased in certain circumstances if it is converted after it is called for redemption.

Upon the occurrence of a fundamental change prior to the maturity date of the Convertible Senior Notes, holders of the Convertible Senior Notes may require the Company ~~used~~to repurchase all or a portion of the Convertible Senior Notes for cash at a price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

Upon conversion, the Company may settle the Convertible Senior Notes for cash, shares of the Company’s common stock, or a combination thereof, at the Company’s option. If the Company satisfies its conversion obligation solely in cash or through payment and delivery of a combination of cash and shares of the Company’s common stock, the

amount of cash and shares of common stock due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 50-trading day observation period.

Under GAAP, convertible debt instruments that may be settled in cash on conversion are required to be separated into liability and equity components in a manner that reflects the issuer’s non-convertible debt borrowing rate. The carrying amount of the liability component is based on the fair value of a similar instrument that does not contain an equity conversion option. The carrying amount allocated to the equity component, which is recognized as a debt discount, represents the difference between the proceeds from ~~its May 8, 2019 IPO~~the issuance of the notes and the fair value of the liability component of the notes. Based on this debt to ~~repay the $150.0 million outstanding balance under the Term Loan and this loan is now closed. Interest expense related~~equity ratio, debt issuance costs are then allocated to the liability and equity components in a similar manner. Accordingly, at issuance the Company allocated $336.1 million to the debt liability and $53.6 million to additional paid in capital. The difference between the principal amount of the Convertible Senior Notes and the liability component, inclusive of issuance costs, represents the debt discount, which the Company amortizes to interest expense over the term ~~loan was $0 and $2.3 million for~~of the Convertible Senior Notes using an effective interest rate of 3.25%. During the three and nine months ended September 20, 2020, the Company recognized interest expense of $1.5 million related to the amortization of debt discount and issuance costs. As of September 30, ~~2019, respectively.~~ 2020, the net carrying value of the Notes was $337.6 million.

~~Amortization~~A summary as of September 30, 2020 of the gross carrying amount, unamortized debt discount including debt issuance costs, ~~for all~~and net carrying value of the liability component of the Convertible Senior Notes is as follows:

In connection with the sale of the Convertible Senior Notes, the Company purchased a bond hedge designed to mitigate the potential dilution from the conversion of the Convertible Senior Notes. Under the five-year term of the bond hedge, upon a conversion of the bonds, the Company will receive the number of shares of common stock equal to the remaining common stock deliverable upon conversion of the Convertible Senior Notes if the conversion value exceeds the principal amount of the Notes. The aggregate number of shares that the Company could be obligated to issue upon conversion of the Convertible Senior Notes is approximately 8.9 million shares. The cost of the convertible note hedge transactions was $55.0 million.

The cost of the convertible note hedge was partially offset by the Company’s ~~debt~~sale of warrants to acquire approximately 8.9 million shares of the Company’s common stock. The warrants were initially exercisable at a price of at least $66.46 per share and ~~credit facilities for~~are subject to customary adjustments upon the ~~three months ended September 28, 2018~~occurrence of certain events, such as the payment of dividends. The Company received $13.8 million in cash proceeds from the sales of these warrants.

The bond hedge and ~~September 30, 2019 was $0.2 million~~warrant transactions effectively increased the conversion price associated with the Convertible Senior Notes during the term of these transactions from 35%, or $44.86, to 100%, or $66.46, at their issuance, thereby reducing the dilutive economic effect to shareholders upon actual conversion.

The bond hedges and ~~$0.2 million, respectively~~warrants are indexed to, and ~~$0.5 million and $0.8~~potentially settled in, shares of the Company’s common stock. The net cost of $41.2 million for the ~~nine months ended September 28, 2018~~purchase of the bond hedges and ~~September 30, 2019, respectively.~~sale of the warrants was recorded as a reduction to additional paid-in capital in the consolidated balance sheets.

At issuance, the Company recorded a deferred tax liability of $16.2 million related to the Convertible Senior Notes debt discount and a deferred tax asset of $16.5 million related to the convertible note hedge transactions. The deferred tax liability and deferred tax asset are included net in “Deferred tax assets” on the consolidated balance sheets

~~Historically,~~On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits Net Operating Loss (“NOL“) carryovers to offset 100% of taxable income for tax years beginning before 2021. In addition, the CARES Act allows NOLs

incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding tax years to generate a refund of previously paid income taxes. The CARES Act contains modifications on the limitation of business interest for tax years beginning in 2019 and 2020. The modifications to Section 163(j) increase the allowable business interest deduction from 30% of adjusted taxable income to 50% of adjusted taxable income. The CARES Act also accelerates the refund of alternative minimum tax (“AMT”) credits that were previously accumulated. The Company does not expect that the modifications on the limitation of business interest or AMT credits would have any impact to the Company. Under the NOL carryback provision, the Company carried back some of its NOLs claiming a tax refund of $3.9 million relating to certain amounts associated with the acquisition of OGSystems which may be subject to certain shareholders’ claims.

On July 9, 2020, the U.S. Treasury Department issued final tax regulations related to the foreign-derived intangible income and global intangible low-taxed income (“GILTI”) provisions. Also, on July 20, 2020 the U.S. Treasury Department released final tax regulations permitting a taxpayer to elect to exclude from its GILTI inclusion items of income subject to a high effective rate of foreign tax. Additionally, on August 21, 2020, the U.S. Treasury Department finalized anti-abuse regulations limiting deductions of foreign-source dividends. Separately, on September 2, 2020, the U.S. Treasury Department finalized regulations on the base erosion anti-abuse tax (“BEAT”) under IRC Section 59A. The U.S. Treasury Department also finalized a second set of regulations on the allowance for the additional first-year depreciation deduction under IRC Section 168(k) on September 16, 2020, as amended by the Tax Cuts and Jobs Act (“TCJA”), for qualified property acquired and placed in service after September 27, 2017. Lastly, on September 29, 2020, the U.S. Treasury Department issued final tax regulations addressing various aspects of the foreign tax credit regime. The Company is currently assessing the impact of the new regulations to its consolidated financial statements but does not expect a material change of its income tax expense due to the new regulations.

Prior to the Company’s IPO, the Company had elected to be taxed under the provisions of Subchapter “S” of the Internal Revenue Code for federal tax purposes. As a result, income had not been subject to U.S. federal income taxes or state income taxes in those states where the “S” Corporation status is recognized. Therefore, previously, no provision or liability for federal or state income tax had been provided in the consolidated financial statements except for those states where the “S” Corporation status was not recognized, or where states imposed a tax on “S” Corporations. The provision for income tax in the historical periods prior to the IPO consists of these state taxes and taxes from certain foreign ~~taxes~~jurisdictions where the Company is subject to tax.

In connection with the Company’s IPO on May 8, 2019, the “S” Corporation status was terminated, and the Company is now treated as a “C” Corporation under the Code. The termination of the “S” Corporation election has had a material impact on the Company’s results of operations, financial condition, and cash flows as reflected in the ~~June 30 and~~ September 30, ~~2019~~2020 consolidated financial statements. The effective ~~income~~ tax rate has increased, and net income has decreased as compared to the Company’s “S” Corporation tax years, since the Company is now subject to both U.S. federal and state corporate income taxes on its earnings.

~~For US corporate~~The Company’s effective tax rate was 25.61% and (33.71)% for the three months ended September 30, 2020 and 2019, respectively. The change in the effective tax rate was due primarily to nonrecurring tax items included in the third quarter 2019 income taxes associated with an additional $29 million tax ~~purposes,~~benefit from the ~~Company will apportion its 2019 taxable income ratably between~~remeasurement of deferred taxes associated with the Company’s change in “S” Corporation ~~and~~to “C” Corporation ~~periods, as allowed by law. This allocation of income will effectively result in a blended income~~status. The Company’s effective tax rate for the nine months ended September 30, 2020 and 2019 ~~year, as only the C corporation earnings will be subject to both U.S. federal~~was 26.39% and state corporate income tax while the “S” Corporation earnings will be subject to tax in those states that tax “S” Corporations or do not recognize “S” Corporation status. The Company has estimated our 2019 effective tax benefit rate to be (69.69)(140.42)%. The ~~most significant item contributing~~change in the effective tax rate was due primarily to the nonrecurring tax items included in 2019 for the remeasurement of deferred taxes associated with the change in tax status. The difference between the effective tax rate and the statutory U.S. Federal income tax rate of 21.0% for the quarter ended September 30, ~~2019 is the tax impact of updating the revaluation of deferred tax assets and liabilities, resulting from the conversion from an “S” to a “C” Corporation.~~

The termination for the “S” Corporation status has been treated as a change in tax status under Accounting Standards Codification 740, “Income Taxes”. These rules require that the deferred tax effects of a change in tax status be recorded to income from continuing operations on the date the “S” Corporation status terminates. During the quarter ended June 30, 2019 the Company recorded a discrete deferred tax benefit of $56 million for the estimated effect of the change in tax status, relating to the recognition of net deferred tax assets for temporary differences in existence on the date of conversion to a “C” Corporation. During the quarter ended September 30, 2019, the Company has updated the estimate to $85 million, representing an increase in expected benefit of $29 million. The update2020 primarily relates to state income taxes and a ~~change in the forecasted temporary differences as of the conversion, changes in deferred~~recorded valuation allowance on foreign tax assets resulting from 2018 tax return-to-provision adjustments, and changes in tax accounting methods that were made with the 2018 tax return during the third quarter. This amount is subject to additional revision based upon actual results for the current year.~~The $29 million increase was recorded as a discrete tax benefit in the three months ended September 30, 2019.~~

The US government enacted comprehensive tax legislation on December 22, 2017, which is commonly referred to as the Tax Cuts and Jobs Act ("TCJA"). The TCJA significantly revised the U.S. corporate income tax regimecredits, partially offset by among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The TCJA also repealed the deduction for domestic production activities, limited the deductibility of certain executive compensation, and implemented a modified territorial tax system with the introduction of the Global Intangible Low-Taxed Income (“GILTI”) tax rules. The TCJA also imposes a one-time transition tax on deemed repatriation of historical earnings of foreign subsidiaries. As a Subchapter “S” corporation the TCJA had a limited effect on the Company’s 2018 effective tax rate. The Company calculated that as a “C” corporation in 2019, the provisions of TCJA, except for the statutory rate, will not have a material impact on the income tax provision. Under GAAP, the Company is allowed to make an accounting policy election of either: (i) treating taxes due on future U.S. inclusions in taxable incomebenefits related to GILTI as a current-period expense when incurred (the “period cost ” method); or (ii) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred” method). For taxable income ~~inclusions due~~attributable to ~~the GILTI~~noncontrolling interest and federal research tax ~~rules, the Company has elected the period cost method and has included the impact in the estimated annual effective tax rate as of September 30, 2019.~~credits.

As of September 30, ~~2019,~~2020, the Company’s deferred tax assets included a valuation allowance of ~~$18.1~~$17.5 million primarily related to foreign net operating loss carryforwards, foreign tax credit carryforwards, and capital losses that the Company has determined are not ~~more likely than not~~more-likely-than-not to be realized. The factors used to assess the likelihood of realization ~~were~~include: the past performance of the ~~related~~ entities, forecasts of future taxable income, future reversals of existing taxable temporary differences, and available tax planning strategies that could be implemented to realize the deferred tax assets. The ability or failure to achieve the forecasted taxable income in these entities could affect the ultimate realization of deferred tax assets.

As of ~~December 31,2018 and~~ September 30, 2020 and December 31, 2019, the liability for income taxes associated with uncertain tax positions was ~~$9.9~~$14.7 million and ~~$14.6~~$15.5 million, respectively. ~~Management believes it~~It is ~~unlikely~~reasonably possible that the ~~liability for unrecognized~~Company may realize a decrease in our uncertain tax ~~benefits related to existing matters would increase or decrease within~~positions of approximately $1.0 million during the next 12 months byas a ~~material amount. The Company is routinely subject to~~result of concluding various tax ~~audit in several jurisdictions.~~ audits and closing tax years.

Although ~~adjustments could result from these audits,~~ the Company believes its reserves for its tax positions are reasonable, the final outcome of tax audits could be materially different, both favorably and unfavorably. It is reasonably possible that certain audits may conclude in the next 12 months and that the unrecognized tax benefits the Company has recorded in relation to these tax years may change compared to the liabilities recorded for these periods. However, it is not ~~aware~~currently possible to estimate the amount, if any, of ~~any issue that would materially change the liability for uncertain tax positions.~~ such change.

The Company is subject to certain lawsuits, claims and assessments that arise in the ordinary course of business. Additionally, the Company has been named as a defendant in lawsuits alleging personal injuries as a result of contact with asbestos products at various project sites. Management believes that any significant costs relating to these claims will be reimbursed by applicable insurance and, although there can be no assurance that these matters will be resolved favorably, management believes that the ultimate resolution of any of these claims will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows. A liability is recorded when it is both probable that a loss has been incurred and the amount of loss or range of loss can be reasonably estimated. When using a range of loss estimate, the Company records the liability using the low end of the range. The Company records a corresponding receivable for costs covered under its insurance policies. Management judgment is required to determine the outcome and the estimated amount of a loss related to such matters. Management believes that there are no0 claims or assessments outstanding which would materially affect the consolidated results of operations or the Company’s financial position.

On or about March 1, 2017, the Peninsula Corridor Joint Powers Board, or the JPB, filed a lawsuit against Parsons Transportation Group, Inc., or PTG, in the Superior Court of California, County of San Mateo, in connection with a positive train control project on which PTG was engaged prior to termination of its contract by the JPB. PTG had previously filed a lawsuit against the JPB for breach of contract and wrongful termination. The JPB seeks damages in excess of $100.0 million, which the Company is currently disputing. In addition to filing a complaint for breach of contract and wrongful termination, the Company has denied the allegations raised by the JPB and, accordingly, filed affirmative defenses. The Company is currently defending against the JPB’s claims and the parties are still engaged in discovery. The Company also has a professional liability insurance policy to the extent the JPB proves any errors or omissions occurred. At this time, ~~we are~~the Company is unable to determine the probability of the outcome of the litigation or determine a potential range of loss, if any. The Company has also filed a third-party claim against a subcontractor for indemnification in connection with this matter.

In September 2015, a former Parsons employee filed an action in the United States District Court for the Northern District of Alabama against us as a qui tam relator on behalf of the United States (the “Relator”) alleging violation of the False Claims Act. The United States government did not intervene in this matter as it is allowed to do so under the statute. The Company filed a motion to dismiss the lawsuit on the grounds that the Relator did not meet the applicable statute of limitations. The District Court granted the motion to dismiss. The Relator’s attorney appealed the decision to the United States Court of Appeals of the Eleventh Circuit, which ultimately ruled in favor of the Relator, and the Company petitioned the United States Supreme Court to review the decision. The Supreme Court reviewed the decision and accepted the position of the Relator. The case was thus remanded to the United States District Court for the Northern District of Alabama. The defendants, including Parsons, will file appropriate pleadings opposing the allegations. At this time, ~~we are~~the Company is unable to determine the probability of the outcome of the litigation or determine a potential range of loss, if any.

On or about October 4, 2019, LBH Engineers, LLC (“LBH”) filed a lawsuit against Parsons, PTG, and various other parties in the US District Court of for the Northern District of Georgia, in connection with an alleged infringement of LBH’s patent. LBH seeks damages and costs incurred by LBH, a post-judgment royalty, treble damages if the infringement is found to be willful, among other damages, which the Company and the other defendants are currently disputing. At this time, the Company is unable to determine the probability of the outcome of the litigation or determine a potential range of loss, if any.

Federal government contracts are subject to audits, which are performed for the most part by the Defense Contract Audit Agency (“DCAA”). Audits by the DCAA and other agencies consist of reviews of our overhead rates, operating systems and cost proposals to ensure that we account for such costs in accordance with the Cost Accounting Standards (“CAS”). If the DCAA determines we have not accounted for such costs in accordance with the CAS, the DCAA may disallow these costs. The disallowance of such costs may result in a reduction of revenue and additional liability for the Company. Historically, the Company has not experienced any material disallowed costs as a result of government audits. However, the Company can provide no assurance that the DCAA or other government audits will not result in material disallowances for incurred costs in the future. All audits of costs incurred on work performed through 2010 have been closed, and years thereafter remain open.

Although there can be no assurance that these matters will be resolved favorably, management believes that their ultimate resolution will not have a material adverse impact on the Company’s consolidated financial position, results of operations, or cash flows.

The Company’s principal retirement benefit plan is the Parsons Employee Stock Ownership Plan (“ESOP”), a stock bonus plan, established in 1975 to cover eligible employees of the Company and certain affiliated companies. Contributions of treasury stock to the ESOP are made annually in amounts determined by the Company’s board of directors and are held in trust for the sole benefit of the participants. Shares allocated to a participant’s account are fully vested after ~~six~~three years of credited service, or in the event(s) of reaching age 65, death or disability while an active

employee of the Company. ~~All~~As of September 30, 2020 and December 31, 2019, total shares of the Company’s common stock ~~was acquired~~were 100,727,574 and 100,669,694, respectively, of which 76,090,531and 78,896,806, respectively, were held by the ESOP.

A participant’s interest in their ESOP ~~in conjunction with a reorganization in 1984, which was financed by the Company.~~

~~Upon~~account is redeemable upon certain events, including retirement, death, termination due to permanent disability, a severe financial hardship ~~conflict~~following termination of employment, certain conflicts of interest following termination of employment, or the exercise of diversification ~~rights,~~rights. Distributions from the ESOP of participants’ interests are made in ~~their ESOP accounts are redeemable at~~ the ~~current price per~~Company’s common stock based on quoted prices of a share of the ~~stock.~~

~~There is a lock-up agreement~~Company’s common stock on the NYSE. A participant will be able to sell such shares of common stock in ~~place through November 3, 2019 affecting~~ the ~~ability~~market, subject to any requirements of the ESOP Trustee to trade shares of the Company’s stock. During the lock-up period, the Trustee will redeem eligible participants’ interests in their ESOP accounts for cash, funded by the May 10, 2019 IPO Dividend described below. If that cash is exhausted before the end of the lock-up period, participants will put their shares to the Company which will redeem them for cash. Upon the expiration of the lock-up period, all shares held by the ESOP will be redeemable by participants in shares of the Company’s stock once vesting and eligibility requirements have been met. The Company presents all shares held by the ESOP as temporary equity on the consolidated balance sheets at their redemption value. The Company elected the policy to adjust the temporary equity balance to the maximum redemption amount at each balance sheet date for units that are not currently redeemable. Accordingly, at each balance sheet date, the Company will adjust the temporary equity balance to its maximum redemption amount with a corresponding offset to retained earnings.federal securities laws.

Total ESOP contribution expense was ~~$11.4~~$12.5 million and $12.3 million for the three months ended September ~~28, 2018~~30, 2020 and September 30, 2019, respectively, and ~~$34.1~~$42.0 million and $36.8 million for the nine months ended September ~~28, 2018~~30, 2020 and September 30, 2019, respectively. The expense is recorded in “Direct costs of contracts” and “Indirect, general and administrative expense” in the consolidated statements of income. The fiscal ~~2019~~2020 ESOP contribution has not yet been made. The amount is currently included in accrued liabilities.

At December 31, 2018 and September 30, 2019, 78,172,809 shares and 78,138,602 shares of the Company’s stock were held by the ESOP which the Company recorded at their aggregate redemption value of $1.9 billion and $2.6 billion, respectively. On April 3, 2019, the board of directors of the Company declared a cash dividend to the Company’s sole existing shareholder at that time, the ESOP, in the amount of $2.00 per share, or $52.1 million in the aggregate (the “IPO Dividend”). The IPO Dividend was paid on May 10, 2019. On April 15, 2019, the board of directors of the Company declared a common stock dividend in a ratio of ~~two~~2 shares of common stock for every one share of common stock then held by the Company’s shareholder (the “Stock Dividend”). The record date of the Stock Dividend was May 7, 2019, the day immediately prior to the consummation of the Company’s IPO on May 8, 2019, and the payment date of the Stock Dividend was May 8, 2019. Purchasers of the Company’s common stock in the Company’s public offering were not entitled to receive any portion of the Stock Dividend. ~~During the year ended December 31, 2018, the Company did not declare any dividends. Please see the Company’s Form S-1/A, filed April 29, 2019, for a further discussion of the Company’s ESOP.~~

As part of an acquisition in 2014, the Company acquired a defined contribution pension plan, a defined benefit pension plan, and supplemental retirement plan. For the defined contribution pension plan, the Company contributes a base amount plus an additional amount based upon a predetermined formula. At December 31, 2018 and September 30, 2019, the defined benefit pension plan was in a net asset position of $1.7 million and $1.7 million, respectively, which is recorded in “Other noncurrent assets” on the consolidated balance sheets.

The Company participates in joint ventures to bid, negotiate and complete specific projects. The Company is required to consolidate these joint ventures if it holds the majority voting interest or if the Company meets the criteria under the consolidation model, as described below.

The Company performs an analysis to determine whether its variable interests give the Company a controlling financial interest in a Variable Interest Entity (“VIE”) for which the Company is the primary beneficiary and should, therefore, be consolidated. Such analysis requires the Company to assess whether it has the power to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

The Company analyzed all of its joint ventures and classified them into two groups: (1) joint ventures that must be consolidated because they are either not VIEs and the Company holds the majority voting interest, or because they are VIEs and the Company is the primary beneficiary; and (2) joint ventures that do not need to be consolidated because they

are either not VIEs and the Company holds a minority voting interest, or because they are VIEs and the Company is not the primary beneficiary.

Many of the Company’s joint venture agreements provide for capital calls to fund operations, as necessary; however, such funding is infrequent and is not anticipated to be material.

Letters of credit outstanding described in “Note 1110 – Debt and Credit Facilities” that relate to project ventures are ~~$76.8~~$59.9 millionand ~~$72.4~~$55.0 million at September 30, 2020 and December 31, ~~2018 and September 30,~~ 2019, respectively.

In the table below, aggregated financial information relating to the Company’s joint ventures is provided because their nature, risk and reward characteristics are similar. None of the Company’s current joint ventures that meet the characteristics of a VIE are individually significant to the consolidated financial statements.

The following represents financial information for consolidated joint ventures included in the consolidated financial statements (in thousands):

	December 31, 2018		September 30, 2019		September 30, 2020		December 31, 2019
Current assets	$	287,227	$	254,204	$	343,304	$	255,167
Noncurrent assets		2,689		2,836		2,935		2,860
Total assets		289,916		257,040		346,239		258,027
Current liabilities		199,833		198,079		260,175		193,583
Total liabilities		199,833		198,079		260,175		193,583
Total joint venture equity	$	90,083	$	58,961	$	86,064	$	64,444

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 28, 2018		September 30, 2019		September 28, 2018		September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Revenue	$	126,480	$	117,611	$	413,548	$	341,719	$	117,344	$	117,611	$	335,511	$	341,719
Costs		116,468		108,839		262,146		322,826		105,223		108,839		304,308		322,826
Net income	$	10,012	$	8,772	$	151,402	$	18,893	$	12,121	$	8,772	$	31,203	$	18,893
Net income attributable to noncontrolling interests	$	4,844	$	4,481	$	10,316	$	8,012	$	5,862	$	4,481	$	15,086	$	8,012

The assets of the consolidated joint ventures are restricted for use only by the particular joint venture and are not available for the Company’s general operations.

The Company accounts for its unconsolidated joint ventures using the equity method of accounting. Under this method, the Company recognizes its proportionate share of the net earnings of these joint ventures as “Equity in earnings (loss) of unconsolidated joint ventures” in the consolidated statements of income. The Company’s maximum exposure to loss as a result of its investments in unconsolidated VIEs is typically limited to the aggregate of the carrying value of the investment and future funding commitments.

The following represents the financial information of the Company’s unconsolidated joint ventures as presented in their unaudited financial statements (in thousands):

	December 31, 2018		September 30, 2019		September 30, 2020		December 31, 2019
Current assets	$	707,457	$	778,876	$	792,763	$	801,335
Noncurrent assets		876,385		956,367		567,919		564,160
Total assets		1,583,842		1,735,243		1,360,682		1,365,495
Current liabilities		560,306		625,949		753,623		655,495
Noncurrent liabilities		813,269		895,514		493,576		507,131
Total liabilities		1,373,575		1,521,463		1,247,199		1,162,626
Total joint venture equity		210,267		213,780	$	113,483	$	202,869
Investments in and advances to unconsolidated joint ventures	$	63,560	$	66,584	$	71,289	$	68,620

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 28, 2018		September 30, 2019		September 28, 2018		September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Revenue	$	482,634	$	474,600	$	1,234,946	$	1,225,284	$	594,640	$	474,600	$	1,286,087	$	1,225,284
Costs		462,042		452,001		1,186,184		1,166,008		551,624		452,001		1,202,315		1,166,008
Net income	$	20,592	$	22,599	$	48,762	$	59,276	$	43,016	$	22,599	$	83,772	$	59,276
Equity in earnings of unconsolidated joint ventures	$	12,707	$	7,274	$	25,577	$	29,305	$	16,741	$	7,274	$	26,624	$	29,305

The Company received net distributions from ~~(made contributions to)~~ its unconsolidated joint ventures for the three months ended September ~~28, 2018~~30, 2020 and September 30, 2019 of ~~$20.1~~$11.2 million and $13.7 million, respectively, and ~~$28.6 million and $28.0 million~~ for the nine months ended September ~~28, 2018~~30, 2020 and September 30, 2019 of $23.2 millionand $28.0 million, respectively.

The Company often provides services to unconsolidated joint ventures and revenues include amounts related to recovering overhead costs for these services. Revenues related to services the Company provided to unconsolidated joint ventures for the three months ended September ~~28, 2018~~30, 2020 and September 30, 2019 were ~~$36.6~~$42.0 million and $28.8 million, , respectively, and for the nine months ended September ~~28, 2018~~30, 2020 and September 30, 2019 were ~~$112.2~~$124.7 million and $113.1 million, respectively. For the three months ended September ~~28, 2018~~30, 2020 and September 30, 2019, the Company incurred ~~$28.2~~$32.3 million and $20.5 million, respectively, and for the nine months ended September ~~28, 2019~~30, 2020 and September 30, 2019, ~~$85.2~~$98.3 million and $86.3 million, respectively, of reimbursable costs. Amounts included in the consolidated balance sheets related to services the Company provided to unconsolidated joint ventures isare as follows (in thousands):

	December 31, 2018		September 30, 2019		September 30, 2020		December 31, 2019
Accounts receivable	$	38,742	$	44,637	$	35,838	$	37,425
Contract assets		2,648		2,734		5,703		6,955
Contract liabilities	$	10,861	$	5,517		3,352		4,509

The authoritative guidance on fair value measurement defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (referred to as an “exit price”). At September 30, 2020 and December 31, ~~2018 and September 30,~~ 2019, the Company’s financial instruments include cash, cash equivalents, accounts receivable, accounts payable, and other liabilities. The fair values of these financial instruments approximate their carrying values due to their short-term maturities.

Investments measured at fair value are based on one or more of the following three valuation techniques:

In addition, the guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are:

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

~~The following table sets forth assets associated with~~Refer to Notes to Consolidated Financial Statements included in the ~~pension plan in “Note 14 – Retirement and Other Benefit Plans” that are accounted~~Company’s Form 10-K for the year ended December 31, 2019 for a more complete discussion of the various items within the consolidated financial statements measured at fair value ~~by Level within~~and the methods used to determine fair ~~value hierarchy.~~

As described in “Note 14 – Retirement and Other Benefit Plans,” the Company acquired a defined contribution pension plan, a defined benefit pension plan, and supplemental retirement plans. At December 31, 2018 and September 30, 2019, the Company measured the mutual funds held within the defined benefit pension plan at fair value using unadjusted quoted prices in active markets that are accessible for identical assets. The Company measured the fixed income securities using market bid and ask prices. The inputs that are significant to valuation of fixed income securities are generally observable and therefore have been classified as Level 2.

The following table sets forth redeemable common stock associated with the ESOP in as described in “Note 14 – Retirement and Other Benefit Plans” that is accounted for at fair value by Level within the fair value hierarchy.

As described in “Note 14 – Retirement and Other Benefit Plans,” the Company is obligated to redeem eligible participants’ interests in their ESOP accounts for cash upon an employee’s election. All shares held by the ESOP are eventually redeemable in the future for cash at the option of the holder once vesting and eligibility requirements have been met. The Company presents all shares held by the ESOP as temporary equity on the consolidated balance sheets at their redemption value. At December 31, 2018 and September 30, 2019, 78,172,809 shares and 78,138,602 shares, respectively, of the Company’s stock were held by the ESOP which the Company recorded at their aggregate redemption values of $1.9 billion and $2.6 billion, respectively. The December 31, 2018 redemption values is based on a share price established by the ESOP trustee, taking into account, among other things, the advice of a third-party valuation consultant for the ESOP trustee as well as the ESOP trustee’s knowledge of the Company. The share price valuation was determined using a combination of income and market-based methods that utilized unobservable Level 3 inputs, including significant assumptions such as forecasted revenue and operating margins, working capital requirements, and weighted average cost of capital. The September 30, 2019 redemption value is based on the Company’s closing share price in an active market and therefore has been classified as Level 1.

~~The following tables present a reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3) (in thousands):~~

~~Basic~~The following tables reconcile the denominator and numerator used to compute basic earnings per ~~common~~ share (“EPS”) to the denominator and numerator used to compute diluted EPS for the three and nine months ended September 30, 2020 and September 30, 2019. Basic EPS is computed using the weighted average number of shares outstanding during the period and income available to shareholders.

Diluted ~~earnings per share (“EPS”)~~EPS is computed similar to basic EPS, except the income available to shareholders is adjusted to add back interest expense, after tax related to the Convertible Senior Note, and the weighted average number of shares outstanding is ~~increased~~adjusted to ~~include~~reflect the dilutive effects of ~~outstanding stock options~~equity-based awards and ~~other stock-based~~shares underlying the Convertible Senior Note.

Convertible Senior Note dilution impact is calculated using the if-converted method which will be required upon adoption of ASU 2020-06. As a result, the Company elected to adopt the if-converted method under the present accounting. In connection with the offerings of our note, the Company entered into a convertible note hedge and warrants (see Note 10 Debt and Credit Facilities); however, the convertible note hedge is not considered when calculating dilutive shares given its impact is anti-dilutive. The impact of the bond hedge would offset the dilutive impact of the shares underlying the Convertible Senior Note. The warrants have a strike price above our average share price during the period and are out of the money and not included in the tables below.

Dilutive potential common shares include shares the Company could be obligated to issue from its Convertible Senior Notes and warrants (see Note 10 for further discussion) and equity-based awards. ~~There were no dilutive securities outstanding~~Shares to be provided to the Company from its bond hedge purchased concurrently with the issuance of Convertible Senior Notes are anti-dilutive and are not included in its diluted shares. Anti-dilutive equity-based awards excluded from the calculation of earnings per share for the three and nine months ended September ~~28, 2018~~30, 2020 were 205 and ~~September 30, 2019.~~3,318, respectively.

The weighted average number of shares used to compute basic and diluted EPS were:

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 28, 2018		September 30, 2019		September 28, 2018		September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Basic weighted average number of shares outstanding		79,185,527		99,434,877		80,702,032		89,977,493		100,736,862		99,434,877		100,700,498		89,977,493
Dilutive common share equivalents		-		-		-		-
Equity-based awards										378,486		0		321,070		0
Convertible senior notes										4,458,265		0		0		0
Diluted weighted average number of shares outstanding		79,185,527		99,434,877		80,702,032		89,977,493		105,573,613		99,434,877		101,021,568		89,977,493

The net income available to shareholders to compute basic and diluted EPS were (in thousands):

The Company operates in ~~two~~2 reportable segments: Federal Solutions and Critical Infrastructure.

The Federal Solutions segment provides advanced technical solutions to the U.S. government, delivering timely, cost-effective hardware, software and services for mission-critical projects. The segment provides advanced technologies, supporting national security missions in cybersecurity, missile defense, and military facility modernization, logistics support, hazardous material remediation and engineering services.

The Critical Infrastructure segment provides integrated engineering and management services for complex physical and digital infrastructure around the globe. The Critical Infrastructure segment is a technology innovator focused on next generation digital systems and complex structures. Industry leading capabilities in engineering and project management allow the Company to deliver significant value to customers by employing cutting-edge technologies, improving timelines and reducing costs.

The Company defines its reportable segments based on the way the chief operating decision maker (“CODM”), currently its Chairman and Chief Executive Officer, evaluates the performance of each segment and manages the operations of the Company for purposes of allocating resources among the segments. The CODM evaluates segment operating performance using segment Revenue and segment Adjusted EBITDA attributable to Parsons Corporation.

The following table summarizes business segment revenue for the periods presented (in thousands):

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 28, 2018		September 30, 2019		September 28, 2018		September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Federal Solutions revenue	$	443,725	$	486,175	$	1,076,125	$	1,387,484	$	498,156	$	486,175	$	1,457,937	$	1,387,484
Critical Infrastructure revenue		532,432		537,102		1,555,443		1,529,940		506,080		537,102		1,496,751		1,529,940
Total revenue	$	976,157	$	1,023,277	$	2,631,568	$	2,917,424	$	1,004,236	$	1,023,277	$	2,954,688	$	2,917,424

The Company defines Adjusted EBITDA attributable to Parsons Corporation as Adjusted EBITDA excluding Adjusted EBITDA attributable to noncontrolling interests. The Company defines Adjusted EBITDA as net income (loss) attributable to Parsons Corporation, adjusted to include net income (loss) attributable to noncontrolling interests and to exclude interest expense (net of interest income), provision for income taxes, depreciation and amortization and certain other items that are not considered in the evaluation of ongoing operating performance. These other items include net

income (loss) attributable to noncontrolling interests, asset impairment charges, income and expense recognized on litigation matters, expenses incurred in connection with acquisitions and other non-recurring transaction costs and expenses related to our prior restructuring. The following table reconciles business segment Adjusted EBITDA attributable to Parsons Corporation to Net Income attributable to Parsons Corporation for the periods presented (in thousands):

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
Adjusted EBITDA attributable to Parsons Corporation	September 28, 2018			September 30, 2019			September 28, 2018			September 30, 2019			September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
Federal Solutions	$	45,556		$	50,359		$	101,052		$	126,658		$	45,874		$	50,359		$	125,191		$	126,658
Critical Infrastructure		38,006			33,976			80,296			102,177			48,856			33,976			111,732			102,177
Adjusted EBITDA attributable to Parsons Corporation		83,562			84,335			181,348			228,835			94,730			84,335			236,923			228,835
Adjusted EBITDA attributable to noncontrolling interests		5,002			4,655			10,681			8,384			6,071			4,655			15,535			8,384
Depreciation and amortization		(23,599	)		(31,027	)		(46,656	)		(92,692	)		(30,952	)		(31,027	)		(95,442	)		(92,692	)
Interest expense, net		(5,589	)		(4,482	)		(12,117	)		(18,448	)		(5,387	)		(4,482	)		(13,144	)		(18,448	)
Income tax (expense) benefit		(4,154	)		15,453			(18,526	)		67,063			(16,017	)		15,453			(32,992	)		67,063
Litigation-related gains(a)		-			-			129,674			-
Amortization of deferred gain resulting from sale-leaseback transactions(b)		1,798			-			5,440			-
Equity-based compensation		(5,049	)		1,657			(13,198	)		(45,504	)
Transaction-related costs(c)		(2,456	)		(9,891	)		(7,511	)		(26,961	)
Restructuring(d)		-			(309	)		-			(2,880	)
Other(e)		(3,449	)		902			(3,929	)		(2,973	)
Equity-based compensation income (expense)														991			1,657			(4,142	)		(45,504	)
Transaction-related costs (a)														(2,411	)		(9,891	)		(11,937	)		(26,961	)
Restructuring expense (b)														(365	)		(309	)		(1,475	)		(2,880	)
Other (c)														(140	)		902			(1,310	)		(2,973	)
Net income including noncontrolling interests		46,066			61,293			225,206			114,824			46,520			61,293			92,016			114,824
Net income attributable to noncontrolling interests		4,844			4,481			10,316			8,012			5,862			4,481			15,086			8,012
Net income attributable to Parsons Corporation	$	41,222		$	56,812		$	214,890		$	106,812		$	40,658		$	56,812		$	76,930		$	106,812

Asset information by segment is not a key measure of performance used by the CODM.

The following tables ~~presents~~present revenues and property and equipment, net by geographic area (in thousands):

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 28, 2018		September 30, 2019		September 28, 2018		September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Revenue
North America	$	805,320	$	849,839	$	2,131,562	$	2,400,124	$	831,367	$	849,839	$	2,429,357	$	2,400,124
Middle East		164,677		169,028		485,377		504,604		168,043		169,028		511,591		504,604
Rest of World		6,160		4,410		14,629		12,696		4,826		4,410		13,740		12,696
Total Revenue	$	976,157	$	1,023,277	$	2,631,568	$	2,917,424	$	1,004,236	$	1,023,277	$	2,954,688	$	2,917,424

The geographic location of revenue is determined by the location of the customer. ~~The prior reporting of revenue by geographic location has been conformed to the current presentation.~~


	December 31, 2018		September 30, 2019		September 30, 2020		December 31, 2019
Property and Equipment, Net
North America	$	86,847	$	103,690	$	116,805	$	117,606
Middle East		5,002		5,548		4,681		5,145
Total Property and Equipment, Net	$	91,849	$	109,238	$	121,486	$	122,751

North America includes revenue in the United States for the three months ended September ~~28, 2018~~30, 2020 and September 30, 2019 of ~~$747.7~~$774.0 million and $774.2 million, respectively, and for the nine months ended September ~~28, 2018~~30, 2020 and September 30, 2019 ~~$2.0~~of $2.2 billion and $2.2 billion, respectively.North America property and equipment, net

includes ~~$79.9~~$109.6 million and ~~$97.3~~$109.9 million of property and equipment, net in the United States at September 30, 2020 and December 31, ~~2018 and September 30,~~ 2019, respectively.

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 28, 2018		September 30, 2019		September 28, 2018		September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Revenue
Space & Geospatial Solutions									$	68,354	$	49,944	$	177,609	$	161,469
Cyber & Intelligence	$	68,895	$	90,429	$	177,838	$	247,710		110,339		91,854		312,214		244,892
Defense		133,259		144,160		297,318		425,603
Mission Solutions		122,780		87,936		280,902		237,914
Engineered Systems		118,791		129,989		320,067		367,542		164,867		180,171		504,182		493,065
Geospatial		-		33,661		-		108,715
Missile Defense & C5ISR										154,596		164,206		463,932		488,058
Federal Solutions revenues		443,725		486,175		1,076,125		1,387,484		498,156		486,175		1,457,937		1,387,484
Mobility Solutions										389,714		435,749		1,180,125		1,211,571
Connected Communities		165,529		151,779		491,444		459,277		116,366		101,353		316,626		318,369
Mobility Solutions		300,523		286,199		894,796		836,779
Industrial		66,380		99,124		169,203		233,884
Critical Infrastructure revenues		532,432		537,102		1,555,443		1,529,940		506,080		537,102		1,496,751		1,529,940
Total Revenue	$	976,157	$	1,023,277	$	2,631,568	$	2,917,424	$	1,004,236	$	1,023,277	$	2,954,688	$	2,917,424

~~Revenue for~~Effective January 1, 2020, the ~~three and nine months ended September 28, 2018 included $55.1 million related~~Company made changes to its business lines as described below. The prior year information in the table above has been reclassified to conform to the ~~settlement of~~business line changes.

As a ~~claim that was resolved in favor~~result of the ~~Company in~~acquisitions of Polaris Alpha, OGSystems and QRC, we realigned the ~~Mobility~~five business lines within our Federal Solutions segment into four business lines. We consolidated all space and geospatial programs from the former Geospatial Solutions, Defense and Cyber & Intelligence markets into a new Space & Geospatial Solutions business line ofto increase focus on the critical, evolving space market. This new business line better aligns capabilities and customers to drive growth and performance execution through improved agile, end-to-end solutions and dedicated customer focus.

Further, we re-named our Defense business line to Missile Defense & C5ISR. We moved our Missions Solutions business line into our Missile Defense & C5ISR, Engineered Systems and Cyber & Intelligence business lines, for better customer and capability alignment. These changes were the next logical step in our acquisition integration process, to optimize performance delivery and growth.

We re-aligned our Critical Infrastructure ~~segment. Please see “Note 14 –~~ ~~Commitments and Contingencies”~~ ~~in the Company’s Form S-1/A filed on April 29, 2019, for~~segment from three markets to two markets. Industrial is now a ~~description~~part of ~~this matter. Excluding the claim settlement, revenue for the nine months ended September 28, 2018 for the Critical Infrastructure segment was $1.5 billion, respectively and for the~~ Mobility Solutions ~~revenue~~and we moved all Middle East business ~~line revenue was~~into Mobility Solutions as well. We believe this will drive improved synergies among like-markets and ~~$839.7 million, respectively.~~increased collaboration in areas such as program and engineering management, civil and structural and water/wastewater treatment. We also moved Aviation to Connected Communities and consolidated the civil portion of rail and transit with the systems portion of rail and transit into a consolidated sub-market within Connected Communities to focus on growth in these critical market segments. In each, we are pursuing systems, software and hardware product advanced technology opportunities.

On October ~~14, 2019, the Board of Directors of~~29, 2020, the Company ~~approved~~announced that it has entered into a definitive agreement to acquire Braxton Science & Technology Group, LLC (BSTG). BSTG operates at the ~~repurchase by~~forefront of satellite operations, ground system automation, flighty dynamics, and spacecraft and antenna simulation for the U.S. Department of Defense and Intelligence Community. The purchase price is estimated to be $300 million and the Company of shares of its Common Stock pursuant to the Company’s ESOP. The ESOP provides that, if, prior to the expiration of the lock-up period in connection with the Company’s initial public offering, the trust administering the ESOP has insufficientanticipates using all cash to fund ~~all requested distributions, then, with respect to any distribution election received after~~ the date the ESOP trustee determines it will no longer have sufficient cash to fund all requested distributions during the lock-up period, and provides at least 10 business days' written notice to the Company of such determination, the Company shall automatically, and without further action by the Company or the ESOP trustee, repurchase such number of shares of the Company's Common Stock held by the trust as is subject to any such election. The Company repurchased approximately 157,100 shares of its Common Stock for approximately $5.4 million. Pursuant to expiration of the lock-up period, the ESOP will commence regular distributions of shares to brokerage accounts of retired participants who have met the requirements for distribution.transaction.

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

The following discussion and analysis is intended to help investors understand our business, financial condition, results of operations, liquidity and capital resources. You should read this discussion together with our consolidated financial statements and related notes thereto included elsewhere in this Form 10-Q and in conjunction with the Company’s Form ~~S-1/A filed April 29,~~10-K for the year ended December 31, 2019.

The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in the Company’s Form ~~S-1/A filed April 29,~~10-K for the year ended December 31, 2019. We undertake no obligation to revise publicly any forward-looking statements. Actual results may differ materially from those contained in any forward-looking statements.

In response to the COVID-19 pandemic, the Company has taken certain actions to continue to execute under our contracts with customers and allow our people to work safely. A substantial majority of our work-force transitioned to work-from-home status during the latter part of the quarter ended March 31, 2020, and these practices remain in effect as of the date of this filing. To date, we have experienced no material disruption in our work as a consequence of these changes in our work practices.

~~Parsons Corporation~~The Company has experienced an impact in the volume of work in both the Federal Solutions and Critical Infrastructure segments where customers have restricted access to certain project sites. We have not seen any substantive cancellations of previously awarded contracts. In the Federal Solutions segment, we have had some existing contracts extended. We continue to see several potential contract awards pushed out to a future date.

The Company is receiving limited benefits associated with the CARES Act related to its work on certain US national security projects; however, the curtailment of work under these projects and the CARES Act benefits are not likely to have a material impact on our financial condition or results of operations.

The Company has provided additional disclosure around liquidity and capital resources which can be found in the “Liquidity and Capital Resources” section in Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-Q.

The Company anticipates substantially all of the Company’s subcontractors and material suppliers will be able to fulfill their contractual obligations and we do not expect a material impact from non-performance.

The ultimate impact from the COVID-19 pandemic is difficult to predict. While many uncertainties exist, we currently anticipate no material change in our financial condition or results of operations.

PARSONS CORPORATION Enabling a ~~Safer, Smarter~~safer, smarter, and ~~More Interconnected World Segments Federal Solutions Technology~~more interconnected world. Engineered solutions for complex physical and digital infrastructure challenges SEGMENTS KEY FACTS AND FIGURES Technology-driven solutions for defense and intelligence customers FINANCIAL SNAPSHOT $4B Total Revenue Trailing 12-Months (Q2 2020) $4B Contract Awards Trailing 12-Months (Q2 2020) 75+ Years Of History Federal Solutions 49% Critical Infrastructure ~~Engineering and management services for complex physical and digital infrastructure customers Financial Snapshot $2.9B Revenue for nine months ended 9/30/19~~51% Federal Solutions 58% Critical Infrastructure ~~52%~~42% Federal Solutions ~~48% $3.3B Contract Awards for nine months ended 9/30/19~~ Critical Infrastructure ~~38% Federal Solutions 62% Key Facts and Figures 75 Year History~~ ~16K Employees 5%6% Revenue Growth ~~(Q3 2019) 1.2x TTM Book-to-Bill $8.3B~~Trailing 12-Months (Q2 2020) 1.0X Book-To-Bill Ratio Trailing 12-Months (Q2 2020) $7.7B Backlog ~~as of 9/~~As Of 6/30/~~2019 Parsons 1~~

Parsons Corporation Enabling a Safer, Smarter and More Interconnected World Segments Federal Solutions Technology solutions for defense and intelligence customers Critical Infrastructure Engineering and management services for complex physical and digital infrastructure customers Financial Snapshot $2.9B Revenue for nine months ended 9/30/19 Critical Infrastructure 52% Federal Solutions 48% $3.3B Contract Awards for nine months ended 9/30/19 Critical Infrastructure 38% Federal Solutions 62% Key Facts and Figures 75 Year History~16K Employees 5% Revenue Growth (Q3 2019) 1.2x TTM Book-to-Bill $8.3B Backlog as of 9/30/20192020 PARSONS CORPORATION.

We are a leading disruptive technology provider ~~of technology-driven solutions~~ in the global defense, intelligence and critical infrastructure markets. We provide ~~solutions comprised of technical engineering services,~~ software and hardware products, technical services and integrated solutions to ~~address~~support our customers’ ~~challenges.~~missions. We have developed significant expertise and differentiated capabilities in key areas of cybersecurity, intelligence, missile defense, ~~military training~~C5ISR, space, geospatial, and ~~development,~~ connected ~~communities, physical infrastructure and mobility solutions.~~communities. By combining our talented team of professionals and advanced technology, we help solve complex technical challenges to enable a safer, smarter and more interconnected world.

We operate in two reporting segments, Federal Solutions and Critical Infrastructure. Our Federal Solutions business provides advanced technical solutions to the U.S. government. Our Critical Infrastructure business provides integrated engineering and management services for complex physical and digital infrastructure to state and local governments and large companies.

Our employees provide services pursuant to contracts that we are awarded by the customer and specific task orders relating to such contracts. These contracts are often multi-year, which provides us backlog and visibility on our revenues for future periods. Many of our contracts and task orders are subject to renewal and rebidding at the end of their term, and some are subject to the exercise of contract options and issuance of ~~delivery or~~ task orders by the applicable government entity. In addition to focusing on increasing our revenues through increased contract awards and backlog, we focus our financial performance on margin expansion and cash flow.

We manage and assess the performance of our business by evaluating a variety of metrics. The following table sets forth selected key metrics (in thousands, except Book-to-Bill):

	September 28, 2018		September 30, 2019		September 30, 2020		September 30, 2019
Awards (year to date)	$	3,218,816	$	3,334,434	$	3,141,745	$	3,334,434
Backlog (1)	$	7,963,225	$	8,250,514	$	7,776,610	$	8,250,514
Book-to-Bill (year to date)		1.2		1.1		1.1		1.1

Awards generally represent the amount of revenue expected to be earned in the future from funded and unfunded contract awards received during the period. Contract awards include both new and re-compete contracts and task orders. Given that new contract awards generate growth, we closely track our new awards each year.

The following table summarizes the year ~~to date~~to-date value of new awards for the periods presented below (in thousands):

	Three months ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 28, 2018		September 30, 2019		September 28, 2018		September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Federal Solutions	$	671,615	$	845,559	$	1,624,573	$	2,076,928	$	737,643	$	845,559	$	1,786,473	$	2,076,928
Critical Infrastructure		552,034		289,665		1,594,243		1,257,506		432,916		289,665		1,355,272		1,257,506
Total Awards	$	1,223,649	$	1,135,224	$	3,218,816	$	3,334,434	$	1,170,559	$	1,135,224	$	3,141,745	$	3,334,434

The change in new awards from year to year in our Federal Solutions segment is primarily due to significant awards in our legacy business and from business acquisitions. The change in new awards from year to year in our Critical Infrastructure segment is primarily due to ordinary course ~~fluctuations.~~fluctuations in our business. The volume of contract awards can fluctuate in any given period due to win rate and the timing and size of the awards issued by our customers. The change in new awards in our Federal Solutions segment for the nine months ended September 30, 2020 when compared to the corresponding period last year was impacted by two significant contracts awarded in the first quarter of 2019. The awards in Critical Infrastructure for the three and nine months ended September 30, 2020 were impacted by several large contracts awarded in the third quarter of 2020.

Backlog includes (i) unissued ~~delivery~~task orders and unexercised option years, to the extent their issuance or exercise is probable, as well as (ii) contract awards, to the extent we believe contract execution and funding is probable.

The following table summarizes the value of our backlog at the respective dates presented below: (in thousands):

	September 28, 2018		September 30, 2019		September 30, 2020		September 30, 2019
Federal Solutions:
Funded	$	998,863	$	1,214,919	$	1,175,924	$	1,214,919
Unfunded		3,838,046		3,946,784		3,901,231		3,946,784
Total Federal Solutions		4,836,909		5,161,703		5,077,155		5,161,703
Critical Infrastructure:
Funded		3,126,316		3,050,525		2,619,454		3,050,525
Unfunded		-		38,286		80,001		38,286
Total Critical Infrastructure(1)		3,126,316		3,088,811		2,699,455		3,088,811
Total Backlog ~~(1)~~(2)	$	7,963,225	$	8,250,514	$	7,776,610	$	8,250,514

Our backlog includes orders under contracts that in some cases extend for several years. For example, the U.S. Congress generally appropriates funds for our U.S. federal government customers on a yearly basis, even though their contracts with us may call for performance that is expected to take a number of years to complete. As a result, our federal contracts typically are only partially funded at any point during their ~~term and all~~term. All or some of the work to be performed under the contracts may remain unfunded unless and until the U.S. Congress makes subsequent appropriations and the procuring agency allocates funding to the contract.

We expect to recognize ~~$2.8~~$2.6 billion of our funded backlog at September 30, ~~2019~~2020 as revenues in the following twelve months. However, our U.S. federal government customers may cancel their contracts with us at any time through a termination for convenience or may elect to not exercise option periods under such contracts. In the case of a termination for convenience, we would not receive anticipated future revenues, but would generally be permitted to recover all or a portion of our incurred costs and fees for work performed. See “Risk Factors—~~Risks~~Risk Relating to Our Business—We may not realize the full value of our backlog, which may result in lower than expected revenue” in the Company’s Form ~~S-1/A filed on April 29,~~10-K for the year ended December 31, 2019.

The changes in backlog in ~~our~~both the Federal Solutions ~~segment is~~and Critical Infrastructure segments were primarily from ~~business acquisitions which contributed $0.3 billion. The change in backlog in our Critical Infrastructure segment was primarily due to~~ ordinary course fluctuations in our ~~business. Our backlog will fluctuate in any given period based on~~business and the ~~volume of awards issued in comparison~~impacts related to the ~~revenue generated from our existing contracts.~~Company’s awards discussed above.

Book-to-bill is the ratio of total awards to total revenue recorded in the same period. Our management believes our book-to-bill ratio is a useful indicator of our potential future revenue growth in that it measures the rate at which we are generating new awards compared to the Company’s current revenue. To drive future revenue growth, our goal is for the level of awards in a given period to exceed the revenue booked. A book-to-bill ratio greater than 1.0 indicates that awards generated in a given period exceeded the revenue recognized in the same period, while a book-to-bill ratio of less than 1.0 indicates that awards generated in such period were less than the revenue recognized in such period. The following table sets forth the book-to-bill ratio for the periods presented below:

	Three months ended				Nine Months Ended				Three months ended				Nine Months Ended
	September 28, 2018		September 30, 2019		September 28, 2018		September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Federal Solutions		1.5		1.7		1.5		1.5		1.5		1.7		1.2		1.5
Critical Infrastructure		1.0		0.5		1.0		0.8		0.9		0.5		0.9		0.8
Overall		1.3		1.1		1.2		1.1		1.2		1.1		1.1		1.1

We believe that the financial performance of our business and our future success are dependent upon many factors, including those highlighted in this section. Our operating performance will depend upon many variables, including the success of our growth strategies and the timing and size of investments and expenditures that we choose to undertake, as well as market growth and other factors that are not within our control.

Changes in the relative mix of government spending and areas of spending growth, with shifts in priorities on homeland security, intelligence, defense-related programs, infrastructure and urbanization, and continued increased spending on technology and innovation, including cybersecurity, artificial intelligence, connected communities and physical infrastructure, could impact our business and results of operations. Cost-cutting and efficiency initiatives, current and future budget restrictions, spending cuts and other efforts to reduce government spending could cause our government customers to reduce or delay funding or invest appropriated funds on a less consistent basis or not at all, and demand for our solutions or services could diminish. Furthermore, any disruption in the functioning of government

agencies, including as a result of government closures and shutdowns, could have a negative impact on our operations and cause us to lose revenue or incur additional costs due to, among other things, our inability to deploy our staff to customer locations or facilities as a result of such disruptions.

There is uncertainty around the timing, extent, nature and effect of Congressional and other U.S. government actions to address budgetary constraints, caps on the discretionary budget for defense and non-defense departments and agencies, and the ability of Congress to determine how to allocate the available budget authority and pass appropriations bills to fund both U.S. government departments and agencies that are, and those that are not, subject to the caps. Additionally, budget deficits and the growing U.S. national debt increase pressure on the U.S. government to reduce federal spending across all federal agencies, with uncertainty about the size and timing of those reductions. Furthermore, delays in the completion of future U.S. government budgets could in the future delay procurement of the federal government services we provide. A reduction in the amount of, or delays, or cancellations of funding for, services that we are contracted to provide to the U.S. government as a result of any of these impacts or related initiatives, legislation or otherwise could have a material adverse effect on our business and results of operations.

Increased audit, review, investigation and general scrutiny by government agencies of performance under government contracts and compliance with the terms of those contracts and applicable laws could affect our operating results. Negative publicity and increased scrutiny of government contractors in general, including us, relating to government expenditures for contractor services and incidents involving the mishandling of sensitive or classified information, as well as the increasingly complex requirements of the U.S. Department of Defense and the U.S. ~~intelligence community,~~Intelligence Community, including those related to cybersecurity, could impact our ability to perform in the markets we serve.

The industries we operate in consist of a large number of enterprises ranging from small, niche-oriented companies to multi-billion dollar corporations that serve many government and commercial customers. We compete on the basis of our technical expertise, technological innovation, our ability to deliver cost-effective multi-faceted services in a timely manner, our reputation and relationships with our customers, qualified and/or security-clearance personnel, and pricing. We believe that we are uniquely positioned to take advantage of the markets in which we operate because of our proven track record, long-term customer relationships, technology innovation, scalable and agile business offerings and world class talent. Our ability to effectively deliver on project engagements and successfully assist our customers affects our ability to win new contracts and drives our financial performance.

On May 31, 2018, the Company acquired Polaris Alpha for $489.1 million. Polaris Alpha is an advanced, technology-focused provider of innovative mission solutions for national security, intelligence and other U.S. federal customers. The acquisition was funded by cash on-hand and borrowings under our Revolving Credit Facility. The financial results of Polaris Alpha have been included in our consolidated results of operations from May 31, 2018 onward.

On January 7, 2019, the Company acquired OGSystems for $292.4 million. OGSystems provides geospatial intelligence, big data analytics and threat mitigation for defense and intelligence customers. The acquisition was funded by cash on-hand and borrowings under our Term Loan and Revolving Credit Facility. The financial results of OGSystems have been included in our consolidated results of operations from January 7, 2019 onward.

On July 31, 2019, the Company acquired QRC Technologies for $214.1 million. QRC Technologies provides design and development of open-architecture radio-frequency products. The acquisition was funded by cash on-hand and borrowings under our Revolving Credit Facility. The financial results of QRC Technologies have been included in our consolidated results of operations from July 31, 2019 onward.

Our results may be affected by variances as a result of seasonality we experience across our businesses. This pattern is typically driven by the U.S. federal government fiscal year-end, September 30. While not certain, it is not uncommon for U.S. government agencies to award extra tasks or complete other contract actions in the weeks before the end of the U.S. federal government fiscal year in order to avoid the loss of unexpended fiscal year funds. In addition, we have also historically experienced higher bid and proposal costs in the months leading up to the U.S. federal government fiscal year-end as we pursue new contract opportunities expected to be awarded early in the following U.S. federal government fiscal year as a result of funding appropriated for that U.S. federal government fiscal year. Furthermore, many U.S. state governments with fiscal years ending on June 30 tend to accelerate spending during their first quarter, when new funding becomes available. We may continue to experience this seasonality in future periods, and our results of operations may be affected by it.

Historically, the Company had elected to be taxed under the provisions of Subchapter “S” of the Internal Revenue Code for federal tax purposes. As a result, the Company’s income had not been subject to U.S. federal income taxes or state income taxes in those states where the “S” Corporation status was recognized. No provision or liability for federal or state income tax had been provided in the Company’s consolidated financial statements, prior to the IPO on May 8, 2019, except for those states where the “S” Corporation status was not recognized ~~and for the 1.5% California franchise~~or where states imposed a tax ~~to which the Company was also subject as a California~~on “S” ~~Corporation.~~Corporations. The provision for income tax in the historical periods prior to the ~~initial public offering (“IPO”)~~IPO consists of these ~~taxes.~~state taxes and from certain foreign jurisdictions where the Company is subject to tax.

In connection with the IPO, ~~on May 8, 2019,~~ the Company’s “S” Corporation status terminated, and the Company ~~will be~~is now treated as a “C” Corporation under Subchapter C of the Internal Revenue Code. The revocation of the Company’s “S” Corporation election had a material impact on the Company’s results of operations, financial condition and cash flows. ~~Going forward the~~The effective ~~income~~ tax rate ~~will increase~~has increased, and net income ~~will decrease~~has decreased as compared to the Company’s “S” Corporation tax years, since the Company ~~will be~~is now subject to both U.S. federal and state corporate income taxes on ~~our~~its earnings.

In October 2018, our board of directors approved a change in our annual and quarterly fiscal period ends from the last Friday on or before the calendar year or quarterly month-end to the last day of the calendar year or quarterly month-end. Accordingly, the period end for the first, second, and third quarters of fiscal 2018 and fiscal 2019 are March 30, 2018, June 29, 2018, and September 28, 2018, respectively, and March 31, 2019, June 30, 2019, and September 30, 2019, respectively. The number of days in the three and nine month periods ended September 28, 2018 and September 30, 2019 were 91 and 273, respectively, and 92 and 273, respectively.

Our revenue consists of both services provided by our employees and pass-through fees from subcontractors and other direct costs. Our Federal Solutions segment derives revenue primarily from the U.S. federal government and our Critical Infrastructure segment derives revenue primarily from government and commercial customers.

We recognize revenue for work performed under cost-plus, time-and-materials and fixed-price contracts as follows:

Under cost-plus contracts, we are reimbursed for allowable or otherwise defined costs incurred, plus a fee. The contracts may also include incentives for various performance criteria, including quality, timeliness, safety and cost-effectiveness. In addition, costs are generally subject to review by clients and regulatory audit agencies, and such reviews could result in costs being disputed as non-reimbursable under the terms of the contract. Revenue for cost-plus contracts is generally recognized using the cost-to-cost measure of progress method. Accounting for the sales and profits on performance obligations for which progress is measured using the cost-to-cost method involves the preparation of estimates of: (1) transaction price and (2) total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the estimated costs to complete the contract’s statement of work.

Under time-and-materials contracts, hourly billing rates are negotiated and charged to clients based on the actual time spent on a project. In addition, clients reimburse actual out-of-pocket costs for other direct costs and expenses that are incurred in connection with the performance under the contract. ~~Revenue on time-and-materials contracts is recognized as services are performed and are contractually billable.~~

Under fixed-price ~~or FFP~~ contracts, clients pay an agreed fixed-amount negotiated in advance for a specified scope of work. ~~Revenue on FFP contracts is generally recognized using the cost-to-cost measure of progress method.~~

Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” and “Note 2—Summary of Significant Accounting Polices” in the notes to our consolidated financial statements included in the Company’s Form ~~S-1/A filed on April 29,~~10-K for the year ended December 31, 2019 for a ~~further~~ description of our policies on revenue recognition.

The table below presents the percentage of total revenue for each type of contract.

	Three Months Ended		Nine Months Ended		Three Months Ended		Nine Months Ended
	September 28, 2018	September 30, 2019	September 28, 2018	September 30, 2019	September 30, 2020	September 30, 2019	September 30, 2020	September 30, 2019
Fixed-price	30.8%	28.2%	31.7%	29.2%	32.4%	28.2%	32.0%	29.2%
Time-and-materials	26.1%	27.9%	27.8%	27.8%	26.5%	27.9%	26.3%	27.8%
Cost-plus	43.2%	43.9%	40.5%	43.1%	41.2%	43.9%	41.7%	43.1%

The amount of risk and potential reward varies under each type of contract. Under cost-plus contracts, there is limited financial risk, because we are reimbursed for all allowable costs up to a ceiling. However, profit margins on this type of contract tend to be lower than on time-and-materials and fixed-price contracts. Under time-and-materials contracts, we are reimbursed for the hours worked using the predetermined hourly rates for each labor category. In addition, we are typically reimbursed for other direct contract costs and expenses at cost. We assume financial risk on time-and-materials contracts because our labor costs may exceed the negotiated billing rates. Profit margins on well-managed time-and-materials contracts tend to be higher than profit margins on cost-plus contracts as long as we are able to staff those contracts with people who have an appropriate skill set. Under fixed-price contracts, we are required to deliver the objectives under the contract for a pre-determined price. Compared to time-and-materials and cost-plus contracts, fixed-price contracts generally offer higher profit margin opportunities because we receive the full benefit of any

cost savings, but they also generally involve greater financial risk because we bear the risk of any cost overruns. In the aggregate, the contract type mix in our revenue for any given period will affect that period’s profitability. Over time, we have experienced a relatively stable contract mix.

Our recognition of profit on long-term contracts requires the use of assumptions related to transaction price and total cost of completion. Estimates are continually evaluated as work progresses and are revised when necessary. When a change in ~~estimate~~estimated cost or transaction price is determined to have an impact on contract profit, we record a positive or negative adjustment to ~~revenue and/or direct cost of contracts.~~revenue.

We conduct a portion of our business through joint ventures or similar partnership arrangements. For the joint ventures we control, we consolidate all the revenues and expenses in ~~the Company’s~~our consolidated statements of income (including revenues and expenses attributable to noncontrolling interests). For the joint ventures we do not control, we recognize equity in earnings (loss) of unconsolidated joint ventures. Our revenues included amounts related to services we provided to our unconsolidated joint ventures for the three months ended September ~~28, 2018~~30, 2020 and September 30, 2019 of ~~$36.6~~$42.0 million and $28.8 million, respectively, and for the nine months ended September ~~28, 2018~~30, 2020 and September 30, 2019 ~~$112.2~~of $124.7 million and $113.1 million, respectively.

Operating costs and expenses primarily include direct costs of contracts and indirect, general and administrative expenses. Costs associated with compensation-related expenses for our people and facilities, which includes ESOP contribution expenses, are the most significant component of our operating expenses. Total ESOP contribution expense for the three months ended September ~~28, 2018~~30, 2020 and September 30, 2019 was ~~$11.4~~$12.5 million and $12.3 million, respectively, and for the nine months ended September ~~28, 2018~~30, 2020 and September 30, 2019 was ~~$34.1~~$42.0 million and $36.8 million, respectively, and is recorded in “Direct cost of contracts” and “Indirect, general and administrative expenses.” We expect operating expenses to increase due to our anticipated growth and the incremental costs associated with being a public company. In particular, under our existing compensation plans, we will adjust our compensation expense on a quarterly basis for any change in our share price from the end of the prior quarter. However, on a forward-looking basis, we generally expect these costs to decline as a percentage of our total revenue as we realize the benefits of scale.

Direct costs of contracts consist of direct labor and associated fringe benefits, indirect overhead, subcontractor ~~costs,~~and materials (“pass-through costs”), travel expenses and other expenses incurred to perform on contracts.

Indirect, general and administrative expenses (“IG&A”) include salaries and wages and fringe benefits of our employees not performing work directly for customers, facility costs and other costs related to these indirect functions.

Other income and expenses primarily consist of interest income, interest expense, other income, net and interest and other expense associated with claims on long-term contracts.

Interest income primarily consists of interest earned on U.S. government money market funds.

Interest expense consists of interest expense incurred under our Senior Notes, Convertible Senior Notes, and Credit Agreement.

Other income, net primarily consists of gain or loss on sale of assets, sublease income and transaction gain or loss related to movements in foreign currency exchange rates.

The following table sets forth Adjusted EBITDA, Net Income Margin, and Adjusted EBITDA Margin for the three and nine months ended September ~~28, 2018~~30, 2020 and September 30, 2019.

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
(U.S. dollars in thousands)	September 28, 2018			September 30, 2019			September 28, 2018			September 30, 2019			September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
Adjusted EBITDA (1)	$	88,564		$	88,990		$	192,029		$	237,219		$	100,801		$	88,990		$	252,458		$	237,219
Net Income Margin (2)		4.7	%		6.0	%		8.6	%		3.9	%		4.6	%		6.0	%		3.1	%		3.9	%
Adjusted EBITDA Margin (3)		9.1	%		8.7	%		7.3	%		8.1	%		10.0	%		8.7	%		8.5	%		8.1	%

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 28, 2018			September 30, 2019			September 28, 2018			September 30, 2019			September 30, 2020			September 30, 2019			September 30, 2020		September 30, 2019
Net income attributable to Parsons Corporation	$	41,222		$	56,812		$	214,890		$	106,812		$	40,658		$	56,812		$	76,930	$	106,812
Interest expense, net		5,589			4,482			12,117			18,448			5,387			4,482			13,144		18,448
Income tax provision (benefit)		4,154			(15,453	)		18,526			(67,063	)
Income tax expense (benefit)														16,017			(15,453	)		32,992		(67,063	)
Depreciation and amortization		23,599			31,027			46,656			92,692			30,952			31,027			95,442		92,692
Net income attributable to noncontrolling interests		4,844			4,481			10,316			8,012			5,862			4,481			15,086		8,012
Litigation-related gains(a)		-			-			(129,674	)		-
Amortization of deferred gain resulting from sale-leaseback transactions(b)		(1,798	)		-			(5,440	)		-
Equity-based compensation		5,049			(1,657	)		13,198			45,504			(991	)		(1,657	)		4,142		45,504
Transaction-related costs(c)		2,456			9,891			7,511			26,961
Restructuring(d)		-			309			-			2,880
Other(e)		3,449			(902	)		3,929			2,973
Transaction-related costs (a)														2,411			9,891			11,937		26,961
Restructuring (b)														365			309			1,475		2,880
Other (c)														140			(902	)		1,310		2,973
Adjusted EBITDA	$	88,564		$	88,990		$	192,029		$	237,219		$	100,801		$	88,990		$	252,458	$	237,219

Adjusted EBITDA is a supplemental measure of our operating performance used by management and our board of directors to assess our financial performance both on a segment and on a consolidated basis. We discuss Adjusted EBITDA because our management uses this measure for business planning purposes, including to manage the business against internal projected results of operations and measure the performance of the business generally. Adjusted EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry.

Adjusted EBITDA is not a GAAP measure of our financial performance or liquidity and should not be considered as an alternative to net income ~~(loss)~~ as a measure of financial performance or cash flows from operations as measures of liquidity, or any other performance measure derived in accordance with GAAP. We define Adjusted EBITDA as net income (loss) attributable to Parsons Corporation, adjusted to include net income (loss) attributable to noncontrolling interests and to exclude interest expense (net of interest income), provision for income taxes, depreciation and amortization and certain other items that we do not consider in our evaluation of ongoing operating performance. These other items include, among other things, impairment of goodwill, intangible and other assets, interest and other expenses recognized on litigation matters, amortization of deferred gain resulting from sale-leaseback transactions, expenses incurred in connection with acquisitions and other non-recurring transaction costs and expenses related to our corporate restructuring initiatives. Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not reflect tax payments, debt service requirements, capital expenditures and certain other cash costs that may recur in the future, including, among other things, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. Management compensates for these limitations by relying on our GAAP results in addition to using Adjusted EBITDA supplementally. Our measure of Adjusted EBITDA is not necessarily comparable to similarly titled captions of other companies due to different methods of calculation.

The following table shows Adjusted EBITDA attributable to Parsons Corporation for each of our reportable segments and Adjusted EBITDA attributable to noncontrolling interests (in thousands):

	Three Months Ended				Variance						Nine Months Ended				Variance						Three Months Ended				Variance						Nine Months Ended				Variance
	September 28, 2018		September 30, 2019		Dollar			Percent			September 28, 2018		September 30, 2019		Dollar			Percent			September 30, 2020		September 30, 2019		Dollar			Percent			September 30, 2020		September 30, 2019		Dollar			Percent
Federal Solutions Adjusted EBITDA attributable to Parsons Corporation	$	45,556	$	50,359	$	4,803			10.5	%	$	101,052	$	126,658	$	25,606			25.3	%	$	45,874	$	50,359	$	(4,485	)		-8.9	%	$	125,191	$	126,658	$	(1,467	)		-1.2	%
Critical Infrastructure Adjusted EBITDA attributable to Parsons Corporation		38,006		33,976		(4,030	)		-10.6	%		80,296		102,177		21,881			27.3	%		48,856		33,976		14,880			43.8	%		111,732		102,177		9,555			9.4	%
Adjusted EBITDA attributable to noncontrolling interests		5,002		4,655		(347	)		-6.9	%		10,681		8,384		(2,297	)		-21.5	%		6,071		4,655		1,416			30.4	%		15,535		8,384		7,151			85.3	%
Total Adjusted EBITDA	$	88,564	$	88,990	$	426			0.5	%	$	192,029	$	237,219	$	45,190			23.5	%	$	100,801	$	88,990	$	11,811			13.3	%	$	252,458	$	237,219	$	15,239			6.4	%

The following table sets forth our results of operations for the three and nine months ended September ~~28, 2018~~30, 2020 and September 30, 2019 as a percentage of revenue.

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 28, 2018			September 30, 2019			September 28, 2018			September 30, 2019			September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
Revenues		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%
Direct costs of contracts		80.2	%		78.0	%		78.1	%		78.8	%		78.5	%		78.0	%		78.1	%		78.8	%
Equity in earnings of unconsolidated joint ventures		1.3	%		0.7	%		1.0	%		1.0	%		1.7	%		0.7	%		0.9	%		1.0	%
Indirect, general and administrative expenses		15.4	%		17.4	%		16.0	%		19.9	%		16.5	%		17.4	%		18.2	%		19.9	%
Operating income		5.6	%		5.2	%		6.9	%		2.3	%
Operating income (loss)														6.6	%		5.2	%		4.6	%		2.3	%
Interest income		0.0	%		0.0	%		0.1	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Interest expense		-0.6	%		-0.5	%		-0.6	%		-0.7	%		-0.5	%		-0.5	%		-0.5	%		-0.7	%
Other income, net		0.1	%		-0.3	%		0.0	%		-0.1	%		0.2	%		-0.3	%		0.1	%		-0.1	%
(Interest and other expense) gain associated with claim on long-term contract		0.0	%		0.0	%		2.8	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Total other income (expense)		-0.5	%		-0.7	%		2.4	%		-0.7	%		-0.4	%		-0.7	%		-0.4	%		-0.7	%
Income before income tax provision		5.1	%		4.5	%		9.3	%		1.6	%
Income (loss) before income tax expense														6.2	%		4.5	%		4.2	%		1.6	%
Income tax benefit (provision)		-0.4	%		1.5	%		-0.7	%		2.3	%		-1.6	%		1.5	%		-1.1	%		2.3	%
Net income including noncontrolling interests		4.7	%		6.0	%		8.6	%		3.9	%		4.6	%		6.0	%		3.1	%		3.9	%
Net income attributable to noncontrolling interests		-0.5	%		-0.4	%		-0.4	%		-0.3	%		-0.6	%		-0.4	%		-0.5	%		-0.3	%
Net income attributable to Parsons Corporation		4.2	%		5.6	%		8.2	%		3.7	%		4.0	%		5.6	%		2.6	%		3.7	%

	Three Months Ended				Variance					Nine Months Ended				Variance					Three Months Ended				Variance						Nine Months Ended				Variance
(U.S. dollars in thousands)	September 28, 2018		September 30, 2019		Dollar		Percent			September 28, 2018		September 30, 2019		Dollar		Percent			September 30, 2020		September 30, 2019		Dollar			Percent			September 30, 2020		September 30, 2019		Dollar		Percent
Revenue	$	976,157	$	1,023,277	$	47,120		4.8	%	$	2,631,568	$	2,917,424	$	285,856		10.9	%	$	1,004,236	$	1,023,277	$	(19,041	)		-1.9	%	$	2,954,688	$	2,917,424	$	37,264		1.3	%

~~enue In millions $3,000 $2,900 $2,800 $2,700 $2,600 $2,500 $2,400 $2,300 $2,200 $2,100 $2,000 $2,576 $64 $277 $2,917 YTD 2018 - Excluding Claim Settlement Organic Acquisitions YTD 2019 $ In millions~~

Revenue ~~increased $47.1~~decreased $19.0 million for the three months ended September 30, ~~2019~~2020 when compared to the corresponding period last year, primarily due to a decrease in revenue in our Critical Infrastructure segment of $31.0 million, partially offset by an increase in our Federal Solutions segment of $12.0 million. Revenue increased $37.3 million for the nine months ended September 30, 2020 when compared to the corresponding period last year, primarily due to an increase in revenue in our Federal Solutions segment of ~~$42.5~~$70.5 million, ~~and an increase~~offset by a decrease in our Critical Infrastructure segment of ~~$4.7~~$33.2 million. See “Segment Results” below for a further discussion.

~~Revenue for the nine months ended September 28, 2018 included $55.1 million related to the settlement~~

Direct cost of ~~a claim that was resolved in favor of the Company on June 13, 2018, in our Critical Infrastructure segment. Please see “Note 14 –~~ ~~Commitments and Contingencies”~~ ~~in the Company’s Form S-1/A filed on April 29, 2019, for a description of this matter. Excluding the claim settlement, revenue increased $341.0~~contracts decreased $9.8 million for the ~~nine~~three months ended September 30, ~~2019~~2020 when compared to the corresponding period last year, primarily due to a decrease of $25.3 million in our Critical Infrastructure segment and an increase of $15.5 million in ~~revenue~~our Federal Solutions segment. The decrease in our Critical Infrastructure segment was primarily due to programs with high levels of pass-through costs reaching substantial completion. The increase in our Federal Solutions segment ~~of $311.4 million and~~was primarily due to an increase in ~~our Critical Infrastructure segment of $29.6 million See “—Segment Results” below for further discussion.~~

Direct cost of contracts increased $10.2 million for the ~~three~~nine months ended September 30, ~~2019~~2020 when compared to the corresponding period last year, primarily due to an increase of ~~$18.5~~$56.5 million in our Federal Solutions segment offset by a decrease of ~~$3.0~~$46.3 million in our Critical Infrastructure segment. The increase in our Federal Solutions segment was ~~due~~ primarily ~~to business acquisitions, which added $27.4 million, and was primarily offset by a decrease in~~from increased pass-through ~~sub-contractor and material~~ costs. The decrease in our Critical Infrastructure segment was primarily due to programs with high levels of pass-through costs reaching substantial completion.

Equity in earnings of unconsolidated joint ventures increased $9.5 million for the three months ended September 30, 2020 compared to the corresponding period last year, primarily related to increased activity and margins in certain joint ventures, partially offset by reduction in activity on a ~~decrease~~significant joint venture that is substantially complete.

Equity in ~~pass-through sub-contractor and material costs. Direct cost~~earnings of ~~contracts increased~~unconsolidated joint ventures decreased $2.7 million for the nine months ended September 30, ~~2019 when~~2020 compared to the corresponding period last year, primarily due to ~~an increase of $221.8 million~~reduction in our Federal Solutions segment and from an increase of $21.5 million in our Critical Infrastructure segment. The increase in our Federal Solutions segment was due primarily to business acquisitions, which added $207.8 million. The increase in our Critical Infrastructure segment was primarily due to an increase in business volume under existing contracts.

Equity in earnings of unconsolidated joint ventures decreased for the three months ended September 30, 2019 when compared to the corresponding period last year. The decrease is primarily related to the substantial completion of a significant joint venture. For the nine months ended September 30, 2019, equity in earnings of unconsolidated joint ventures increased when compared to the corresponding periods last year. The increase was primarily due to increased activity ~~under a number of the Company’s existing joint ventures, offset by the substantial completion of~~on a significant joint venture ~~during the quarter.~~

that is substantially complete, partially offset by increased margins and activity in certain joint ventures.

	Three Months Ended				Variance					Nine Months Ended				Variance					Three Months Ended				Variance						Nine Months Ended				Variance
(U.S. dollars in thousands)	September 28, 2018		September 30, 2019		Dollar		Percent			September 28, 2018		September 30, 2019		Dollar		Percent			September 30, 2020		September 30, 2019		Dollar			Percent			September 30, 2020		September 30, 2019		Dollar			Percent
Indirect, general and administrative expenses	$	150,733	$	178,550	$	27,817		18.5	%	$	422,028	$	581,428	$	159,400		37.8	%	$	165,937	$	178,550	$	(12,613	)		-7.1	%	$	537,351	$	581,428	$	(44,077	)		-7.6	%

Indirect, general and administrative expenses (“IG&A”) for the three months ended September ~~28, 2018~~30, 2020 and September 30, 2019 ~~includes, $5.0~~include $(1.0) million and $(1.7) million, respectively, and for the nine months ended September ~~28, 2018~~30, 2020 and September 30, 2019 ~~$13.2~~include $4.1 million and $45.5 million, respectively, of compensation cost (income) related to equity-based awards.

Equity awards ~~that~~issued prior to the Company’s IPO settle in ~~cash. These awards~~cash and are remeasured to an updated fair value at each reporting period until the award is settled. Compensation cost is trued-up at each reporting period for changes in fair value pro-rated for the portion of the requisite service period rendered.

~~The significant increase in compensation cost related to these cash settled equity-based awards for the nine months ended September 30, 2019 is due~~ Prior to the ~~significant difference in~~IPO on May 8, 2019, the fair value of a share of the Company’s common stock ~~under Parsons~~was established by the ESOP ~~valuation at March~~trustee. See “Note 19 – Fair Value of Financial Instruments” in the Company’s Form 10-K for the year ended December 31, 2019 ~~compared to the fair value~~for a further discussion of how a share of the Company’s common stock inwas valued prior to the ~~public market at September 30, 2019. Please see “Note 17 – Fair Value~~IPO. Subsequent to the IPO, the share price of ~~Financial Instruments” for a description of how the ESOP share value is determined. Please see “Note 1 – Description of Operations” for more detail regarding~~ the Company’s ~~IPO. The plans in which these awards were granted have been frozen and~~common stock is based on quoted prices on the ~~Company does not currently intend to grant any further cash settled equity-based awards.~~New York Stock Exchange.

Excluding the compensation costs discussed above, IG&A for the three months ended September ~~28, 2018~~30, 2020 and September 30, 2019 was ~~$145.7~~$166.9 million and $180.2 million, respectively, and for the nine months ended September ~~28, 2018~~30, 2020 and September 30, 2019 was ~~$408.8~~$533.2 million and $535.9 million, ~~respectively.~~respectively

The ~~increase~~decrease in IG&A of ~~$34.5~~$13.3 million, exclusive of equity compensation cost, for the three months ended September 30, ~~2019~~2020 when compared to the corresponding period last year was primarily due to ~~our Federal Solutions segment, most of which is related to additional expenses of~~a $6.5 million reduction in transaction-related costs, a $2.5 million reduction in intangible asset amortization, and a $6.9 million ~~from~~reduction in other overhead expenses. These decreases were partially offset by $2.6 million increase in expenses associated with business acquisitions, $7.6 million from the amortization of intangible assets related to our acquisitions, and $5.9 million in acquisition-related expenses, the remaining increase of $11.6 million is related to additional bid and proposal costs and a greater allocation of corporate IG&A in line with the growing share of overall business. In our Critical Infrastructure segment, IG&A increased by $2.5 million.acquisitions.

The ~~increase~~decrease in IG&A of ~~$127.1~~$2.7 million, exclusive of equity compensation cost, for the nine months ended September 30, ~~2019~~2020 when compared to the corresponding period last year was primarily due to ~~our Federal Solutions segment, most of which is related to~~a $20.4 million reduction in transaction-related costs, a $7.1 million reduction in intangible asset amortization, and a $3.2 million reduction in restructuring and other expenses. These decreases were partially offset by additional expenses of ~~$41.6~~$19.3 million ~~from~~associated with business acquisitions, ~~$42.3~~$3.7 million ~~from the amortization of intangible assets~~due to a tax law change, and $5.0 million related to ~~our acquisitions~~strategic growth initiatives and $11.1 million in acquisition-related expenses, the remaining increase of $29.5 million is related to additional bid and proposal costs and a greater allocation of corporate IG&A in line with the growing share of overall business. In our Critical Infrastructure segment, IG&A increased by $2.6 million.public company operating costs.

	Three Months Ended						Variance						Nine Months Ended						Variance						Three Months Ended						Variance						Nine Months Ended						Variance
(U.S. dollars in thousands)	September 28, 2018			September 30, 2019			Dollar			Percent			September 28, 2018			September 30, 2019			Dollar			Percent			September 30, 2020			September 30, 2019			Dollar			Percent			September 30, 2020			September 30, 2019			Dollar			Percent
Interest income	$	351		$	427		$	76			21.7	%	$	2,358		$	1,129		$	(1,229	)		-52.1	%	$	88		$	427		$	(339	)		-79.4	%	$	512		$	1,129		$	(617	)		-54.7	%
Interest expense		(5,940	)		(4,909	)		1,031			-17.4	%		(14,475	)		(19,577	)		(5,102	)		35.2	%		(5,475	)		(4,909	)		(566	)		11.5	%		(13,656	)		(19,577	)		5,921			-30.2	%
Other income (expense), net		696			(3,127	)		(3,823	)		-549.3	%		355			(1,580	)		(1,935	)		-545.1	%		1,653			(3,127	)		4,780			-152.9	%		1,916			(1,580	)		3,496			-221.3	%
Gain associated with claim on long-term contract		-			-			-			-			74,578			-			(74,578	)		-100.0	%
Total other income (expense)	$	(4,893	)	$	(7,609	)	$	(2,716	)		55.5	%	$	62,816		$	(20,028	)	$	(82,844	)		-131.9	%	$	(3,734	)	$	(7,609	)	$	3,875			-50.9	%	$	(11,228	)	$	(20,028	)	$	8,800			-43.9	%

Interest income is related to interest earned on cash balances held. Interest expense is primarily due to debt related to our business ~~acquisitions. During the nine months ended September 30, 2019, the Company’s term loan of $150 million was paid off~~acquisitions and ~~the amount of debt outstanding under the Company’s revolving credit facility was reduced.~~Convertible Senior Note. The amounts in other income (expense), net are primarily related to transaction gains and losses on foreign currency transactions and sublease income.

The amount presented in gain associated with claim on long-term contract for the nine months ended September 28, 2018 relates to a lawsuit against a joint venture in which the Company is the managing partner. Please see “Note 14 – ~~Commitments and Contingencies”~~ ~~in the Company’s Form S-1/A filed on April 29, 2019, for a description of this matter, which was resolved in favor of the Company on June 13, 2018.~~

	Three Months Ended					Variance						Nine Months Ended					Variance						Three Months Ended					Variance					Nine Months Ended					Variance
(U.S. dollars in thousands)	September 28, 2018		September 30, 2019			Dollar			Percent			September 28, 2018		September 30, 2019			Dollar			Percent			September 30, 2020		September 30, 2019			Dollar		Percent			September 30, 2020		September 30, 2019			Dollar		Percent
Income tax expense (benefit)	$	4,154	$	(15,453	)	$	(19,607	)		-472.0	%	$	18,526	$	(67,063	)	$	(85,589	)		-462.0	%
Income tax expense																							$	16,017	$	(15,453	)	$	31,470		-203.6	%	$	32,992	$	(67,063	)	$	100,055		-149.2	%

Income tax benefit was recorded for the three and nine months ended September 30, 2019, compared to expense for the corresponding periods last year primarily due to revaluation of our deferred tax assets and liabilities as a result of our conversion from “S” Corporation to a “C” Corporation.

As described in “Note 1211 – Income Taxes,” in the notes to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, in connection with the Company’s IPO on May 8, 2019, the Company converted from an “S” Corporation to a “C” Corporation. On a pro forma basis, if the Company had been taxed as a “C” Corporation for the three months and nine months ended ~~September 28, 2018 and~~ September 30, 2019, the pro forma effective ~~income~~ tax

rate would have been ~~29.25%~~35.14% and ~~35.14%~~41.40%, respectively, and the pro forma income tax would have been $14.7 million and $16.1 million, respectively. For the nine months ended September 28, 2018 and September 30, 2019, the pro forma effective income tax rate would have been 28.46% and 41.40%, respectively, and the Company’s pro forma income tax expense would have been ~~$69.4~~$16.1 million and $19.8 million, respectively. The Company’s effective tax rate was 25.61% and 26.39% and income tax expense was $16.0 million and $33.0 million for the three months and nine months ended September 30, 2020, respectively. The most significant ~~item~~items contributing to the change in the effective tax rate ~~relates~~relate to a nonrecurring item included in the third quarter of 2019 associated with equity compensation and a change in jurisdictional earnings. The difference between the statutory U.S. federal income tax rate of 21.0% and the effective tax rate for the quarter ended September ~~28, 2018~~30, 2020 primarily ~~relates~~relates to ~~foreign earnings which are subject to foreign~~state income taxes ~~at rates that exceed the U.S.~~and a recorded valuation allowance on foreign tax credits, partially offset by benefits related to income attributable to noncontrolling interest and federal research tax ~~rate.~~credits.

The termination of the “S” Corporation status was treated as a change in tax status for Accounting Standards Codification 740, Income Taxes. These rules require that the deferred tax effects of a change in tax status to be recorded to income from continuing operations on the date the “S” Corporation status terminates. ~~During~~At the quarter ended ~~June~~ September

30, 2019, the Company had recorded ~~a deferred tax benefit of $56~~$85 million for the estimated effect of the change in tax status, relating to the recognition of net deferred tax assets for temporary differences in existence on the date of conversion to a “C” Corporation. During the quarter ended September 30, 2019, the Company updated the estimate to $85 million, representing an increase in expected benefit of $29 million. The update primarily relates to a change in the forecasted temporary differences as of the conversion, changes in deferred tax assets resulting from 2018 tax return-to-provision adjustments, and changes in tax accounting methods that were made with the 2018 tax return during the third quarter. This estimated amount ~~is subject~~was revised to ~~additional revision based~~$93.9 million at December 31, 2019 and subsequently adjusted to $93.2 million upon ~~actual results for~~filing of the ~~current year.~~2019 tax returns.

We evaluate segment operating performance using segment revenue and segment Adjusted EBITDA attributable to Parsons Corporation. Adjusted EBITDA attributable to Parsons Corporation is Adjusted EBITDA excluding Adjusted EBITDA attributable to noncontrolling interests. Presented above, inthis Management’s Discussion and Analysis of Financial Condition and Results of Operations, is a discussion of our definition of Adjusted EBITDA, how we use this metric, why we present this metric and the material limitations on the usefulness of this metric. See “Note ~~19—~~18—Segments Information” in the notes to the consolidated financial statements in this Form 10-Q for further discussion regarding our segment Adjusted EBITDA attributable to Parsons Corporation.

The following table shows Adjusted EBITDA attributable to Parsons Corporation for each of our reportable segments and Adjusted EBITDA attributable to noncontrolling interests:

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
(U.S. dollars in thousands)	September 28, 2018		September 30, 2019		September 28, 2018		September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Federal Solutions Adjusted EBITDA attributable to Parsons Corporation	$	45,556	$	50,359	$	101,052	$	126,658	$	45,874	$	50,359	$	125,191	$	126,658
Critical Infrastructure Adjusted EBITDA attributable to Parsons Corporation		38,006		33,976		80,296		102,177		48,856		33,976		111,732		102,177
Adjusted EBITDA attributable to noncontrolling interests		5,002		4,655		10,681		8,384		6,071		4,655		15,535		8,384
Total Adjusted EBITDA	$	88,564	$	88,990	$	192,029	$	237,219	$	100,801	$	88,990	$	252,458	$	237,219

	Three Months Ended				Variance					Nine Months Ended				Variance					Three Months Ended				Variance						Nine Months Ended				Variance
(U.S. dollars in thousands)	September 28, 2018		September 30, 2019		Dollar		Percent			September 28, 2018		September 30, 2019		Dollar		Percent			September 30, 2020		September 30, 2019		Dollar			Percent			September 30, 2020		September 30, 2019		Dollar			Percent
Revenue	$	443,725	$	486,175	$	42,450		9.6	%	$	1,076,125	$	1,387,484	$	311,359		28.9	%	$	498,156	$	486,175	$	11,981			2.5	%	$	1,457,937	$	1,387,484	$	70,453			5.1	%
Adjusted EBITDA attributable to Parsons Corporation	$	45,556	$	50,359	$	4,803		10.5	%	$	101,052	$	126,658	$	25,606		25.3	%	$	45,874	$	50,359	$	(4,485	)		-8.9	%	$	125,191	$	126,658	$	(1,467	)		-1.2	%

The increase in Federal Solutions revenue for the three and nine months ended September 30, ~~2019~~2020 compared to the corresponding ~~period~~periods last year was primarily due to incremental revenue from business acquisitions, which added $39.3 million. Revenue for the third quarter of 2018 was impact by approximately $20 million of unusually high volume on two contracts and revenue for the third quarter of 2019 included a significant incentive fee recognition. Federal Solutions organic revenue grew $3.2 million for the three months ended September 30, 2019 compared to the corresponding period last year.

~~The~~an increase in ~~Federal Solutions revenue for the nine months ended September 30, 2019 compared to the corresponding period last year was primarily due to~~ business ~~acquisitions, which added $277.1 million. Federal Solutions organic revenue grew $34.3 million, which included significant incentive fee recognition.~~volume from new and existing contracts.

djusted EBITDA In millions $ In millions $200 $180 $160 $140 $120 $100 $80 $60 $40 $20 $0 $101 $20 $69 -$23 -$42 $2 $27 YTD 2018 Project Margin – Organic Project Margin – Acquisitions IG&A –
Organic IG&A – Acquisitions Other YTD 2019

The ~~increase~~decrease in Federal Solutions Adjusted EBITDA attributable to Parsons Corporation for the three months ended September 30, ~~2019~~2020 compared to the corresponding period last year was primarily due to ~~business acquisitions, and~~ generally ~~higher~~lower profit margins ~~driven by significant incentive fee recognition. These increases were primarily offset by an increase in IG&A,~~ driven by an increase in ~~bid and proposal costs and a greater allocation of corporate IG&A in line~~volume on contracts with ~~the segment’s growing share of overall business.~~ pass-through costs.

The ~~increase~~decrease in Federal Solutions Adjusted EBITDA attributable to Parsons Corporation for the nine months ended September 30, 2019 compared to the corresponding period last year was primarily due to business acquisitions and generally higher profit margins driven by significant incentive fee recognition. These increases were primarily offset by an increase in IG&A as described above.

Revenue for the three months ended September 30, 2019 compared to the corresponding period last year increased $4.7 million. As discussed above, revenue for the nine months ended September 28, 2018 included $55.1 million related to the settlement of a claim that was resolved in favor of the Company. Excluding the claim settlement, revenue for the nine months ended September 30, 2019 compared to the corresponding periods last year increased $29.6 million. This increase in revenue was primarily related to revenue growth on existing contracts.

The decrease in Critical Infrastructure Adjusted EBITDA attributable to Parsons Corporation for the three months ended September 30, 2019 compared to the corresponding period last year was primarily due to the substantial completion of a significant joint venture and an increase in IG&A. These decreases were partially offset by an increase in project margins from higher margin new awards.

~~The increase in Adjusted EBITDA attributable to Parsons for the nine months ended September 30, 2019~~2020 compared to the corresponding period last year was primarily due to an increase in IG&A from business acquisitions and lower margins, offset by an increase in business volume from new awards and business acquisitions.

The decrease in Critical Infrastructure revenue for the three and nine months ended September 30, 2020 compared to the corresponding periods last year was primarily due to a decrease in business volume on contracts with pass-through revenue.

The increase in Adjusted EBITDA attributable to Parsons Corporation in Critical Infrastructure for the three months ended September 30, 2020 was primarily related to an increase in equity in earnings of unconsolidated joint ventures and a decrease in IG&A.

The increase in Adjusted EBITDA attributable to Parsons Corporation in Critical Infrastructure for the nine months ended September 30, 2020 was primarily related to a decrease in IG&A and animproved project margins. Offsetting the increase in ~~business volume.~~Adjusted EBITDA attributable to Parsons Corporation was a decrease in equity in earnings.

Historically, we have financed our operations and capital expenditures and satisfied redemptions of ESOP interests through a combination of internally generated cash from operations, our Senior Notes and from borrowings under our Revolving Credit Facility.

Generally, cash provided by operating activities has been adequate to fund our operations. Due to fluctuations in our cash flows and growth in our operations, it may be necessary from time to time in the future to borrow under our Credit Agreement to meet cash demands. Our management regularly monitors certain liquidity measures to monitor performance. We calculate our available liquidity as a sum of cash and cash equivalents from our consolidated balance sheet plus the amount available and unutilized on our Credit Agreement.

There are likely to be certain impacts in our ability to collect accounts receivable as a result of the economic impacts from the COVID-19 pandemic. Accounts receivable reflect amounts due from both commercial and government customers. Our commercial customers are comprised principally of large, well-known and well-established companies. Our government customers are comprised principally of national, state and local agencies in the U.S. and Middle East. We have not seen and do not expect there to be a risk of non-payment from either our government agency or commercial customers. We have experienced payment delays due to administrative limitations from both types of customers.

As of September 30, 2020, we believe we have adequate liquidity and capital resources to fund our operations, support our debt service and support our ongoing acquisition strategy for at least the next twelve months based on the liquidity from cash provided by our operating activities, cash and cash equivalents ~~on hand~~on-hand and our borrowing capacity under our Revolving Credit ~~Facility.~~Facility, which totals $505.1 million as of September 30, 2020. We do not currently anticipate that the COVID-19 pandemic related economic impacts will impair the Company’s ability to continue to maintain compliance with its debt covenants or access available borrowing capacity from our banks.

Cash received from customers, either from the payment of invoices for work performed or for advances in excess of revenue recognized, is our primary source of cash. We generally do not begin work on contracts until funding is appropriated by the customers. Billing timetables and payment terms on our contracts vary based on a number of factors, including whether the contract type is cost-plus, time-and-materials, or ~~fixed-price contracts.~~fixed-price. We generally bill and collect cash more frequently under cost-plus and time-and-materials contracts, as we are authorized to bill as the costs are incurred or work is performed. In contrast, we may be limited to bill certain fixed-price contracts only when specified milestones, including deliveries, are achieved. A number of our contracts may provide for performance-based payments, which allow us to bill and collect cash prior to completing the work.

Accounts receivable is the principal component of our working capital and is generally driven by revenue growth. Accounts receivable reflects amounts billed to our clients as of each balance sheet date and receivable amounts that are currently due but unbilled. The total amount of our accounts receivable can vary significantly over time, but is generally sensitive to revenue levels. Net days sales outstanding, which we refer to as net DSO, is calculated by dividing (i) (accounts receivable plus contract assets) less (contract liabilities plus accounts payable) by (ii) average revenue per day (calculated by dividing trailing twelve months revenue by the number of days in that period). ~~In the last few years we have focused~~We focus on collecting outstanding receivables to reduce Net DSO and working capital. Net DSO was 6769 days at September ~~28, 2018~~30, 2020 and 58 days at September 30, 2019. In addition to the COVID-19 impacts discussed above, the increase in DSO was also impacted by certain administrative activities by certain customers which have delayed the payment of invoices. Our

working capital (current assets less current liabilities) was ~~$482.6~~$835.1 million at September 30, 2020 and $382.0 million at December 31, ~~2018 and $318.0 million at September 30,~~ 2019.

Our cash, cash equivalents and restricted cash ~~decreased~~increased by ~~$134.7~~$422.4 million to ~~$146.5~~$617.8 million at September 30, ~~2019~~2020 from ~~$281.2~~$195.4 million at December 31, ~~2018.~~2019.

The following table summarizes our sources and uses of cash over the periods presented (in thousands):

	Nine Months Ended						Nine Months Ended
	September 28, 2018			September 30, 2019			September 30, 2020			September 30, 2019
Net cash provided by operating activities	$	99,822		$	130,628		$	113,439		$	130,628
Net cash used in investing activities		(503,637	)		(541,710	)		(36,077	)		(541,710	)
Net cash provided by financing activities		173,134			277,302			345,090			277,302
Effect of exchange rate changes		(1,233	)		(953	)		(69	)		(953	)
Net decrease in cash and cash equivalents	$	(231,914	)	$	(134,733	)
Net increase (decrease) in cash and cash equivalents							$	422,383		$	(134,733	)

Net cash provided by operating activities consists primarily of net income (loss) adjusted for noncash items, such as: equity in earnings (loss) of unconsolidated joint ventures, contributions of treasury stock, depreciation and amortization of property and equipment and intangible assets, and provisions for doubtful ~~accounts, amortization of deferred gains, and impairment charges.~~accounts. The timing between the conversion of our billed and unbilled receivables into cash from our customers and disbursements to our employees and vendors is the primary driver of changes in our working capital. Our operating cash flows are primarily affected by our ability to invoice and collect from our clients in a timely manner, our ability to manage our vendor payments and the overall profitability of our contracts.

Net cash provided by operating activities ~~increased $30.8~~decreased $17.2 million to ~~$130.6~~$113.4 million for the nine months ended September 30, ~~2019~~2020 compared to ~~$99.8~~$130.6 million of cash provided by operating activities for the nine months ended September ~~28, 2018.~~30, 2019. The ~~increase~~change in net cash provided by operating activities is primarily from a ~~$65.7~~$92.3 million increase ~~in cash flows from our working capital accounts offset by a $35.5 million decrease~~ in net income after adjusting for non-cash ~~items. Net DSOs improved from 67 days to 58 days~~items, more than offset by a change of $28.7 million in other long-term liabilities, primarily driven by the payment of long-term employee incentives offset by the deferral of social security payroll taxes as described below and a $80.8 million increase in cash outflows from our working capital accounts (primarily from accounts receivable and contract liabilities offset by accrued expenses and contract assets).

Under the ~~Company’s revenue~~CARES Act, the Company has been provided a net cash benefit of $26.2 million from ~~business acquisitions along with net receivables decreasing.~~the deferral of social security taxes otherwise due from April 10, 2020 through the quarter ended September 30, 2020 and will continue to defer employer social security taxes otherwise due for the remaining of the calendar year 2020; one-half of which are due December 31, 2021 and the second-half which are due December 31, 2022.

Net cash used in investing activities consists primarily of cash flows associated with capital expenditures and business acquisitions.

Net cash used in investing activities decreased ~~$38.1~~$505.6 million to $36.1 million for the nine months ended September 30, 2020, when compared to $541.7 million for the nine months ended September 30, 2019, ~~when compared~~primarily due to ~~$503.6~~the use of $287.5 million, net of cash acquired, for ~~the nine months ended September 28, 2018. Cash used in investing activities for the nine months ended September 28, 2018 primarily related to~~ the acquisition of ~~Polaris Alpha~~OGSystems on January 7, 2019, and the use of $208.2 million, net of cash acquired, for the acquisition of QRC Technologies on July 31, 2019. The Company had no business acquisitions activity during the nine months ended September 30, ~~2019 primarily related to the acquisitions of OGSystems and QRC Technologies.~~2020.

Net cash provided by financing activities is primarily associated with proceeds from debt, the repayment thereof, and distributions to noncontrolling ~~interests and payments to the ESOP in connection with the redemption of ESOP participants’~~ interests. We spent $73.3 million and $0.8 million for the nine months ended September 28, 2018 and September 30, 2019, respectively, in connection with the redemption of ESOP participants’ interests. With a public market for the Company’s common stock, cash is no longer required for ESOP redemptions following the 180-day lock-up period which ended November 3, 2019.

Net cash provided by financing activities increased ~~$104.2~~$67.8 million to ~~$277.3~~$345.1 million for the nine months ended September ~~30, 2019 when~~2020 compared to ~~$173.1~~$277.3 million in net cash provided by financing activities for the nine months ended September ~~28, 2018,~~30, 2019. The change in cash flows from financing activities is primarily due to ~~$536.9~~$348.5 million of net proceeds from the issuance of Convertible Senior Notes during the nine months ended September 30, 2020 compared to $536.9 million of IPO ~~and a reduction of $72.5 million in the purchases of treasury stock. These changes in cash flows provided by financing activities were~~proceeds offset in part by net repayments of borrowings of $180 million and a ~~net change in repayments under the Company’s revolving credit agreement of $420.0 million,~~dividend payment ~~of the IPO dividend~~ of $52.1 million ~~and an increase of $28.5 million in distributions to noncontrolling interests.~~during the nine months ended September 30, 2019.

We also have in place several secondary bank credit lines for issuing letters of credit, principally for foreign contracts, to support performance and completion guarantees. Letters of credit commitments outstanding under these bank lines aggregated ~~$220.6~~$198.0 million as of September 30, ~~2019,~~2020, including ~~$45.2~~$44.9 million of letters of credit outstanding under the Credit Agreement. Total letters of credit outstanding at September 30, 2020 are $242.9 million.

See the information set forth in “Note 3—Summary of Significant Accounting Policies—Recently Adopted Accounting Pronouncements” in the notes to our consolidated financial statements.

As of September 30, ~~2019,~~2020, we have no off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and ~~Qualitati~~veQualitative Disclosures About Market Risk.

We are exposed to interest rate risks related to the Company’s Revolving Credit Facility. As of September 30, ~~2019, we had~~2020, there were no amounts outstanding under the Revolving Credit Facility. Borrowings under the Credit Facility bear interest, at the Company’s option, at either the Base Rate (as defined in the Credit Agreement), plus an applicable margin, or LIBOR plus an applicable margin. The applicable margin for Base Rate loans is a range of 0.125% to 1.00% and the applicable margin for LIBOR loans is a range of 1.125% to 2.00%, both based on the leverage ratio of the Company at the end of each fiscal quarter. The rates at September 30, 2020 and December 31, ~~2018 and September 30,~~ 2019 were ~~4.253%~~1.44% and ~~3.350%~~3.02%, respectively.

We are exposed to foreign currency exchange rate risk resulting from our operations outside of the U.S. We limit exposure to foreign currency fluctuations in most of our contracts through provisions that require client payments in currencies corresponding to the currency in which costs are incurred. As a result of this natural hedge, we generally do not need to hedge foreign currency cash flows for contract work performed.

Our management carried out, as of September 30, ~~2019 ,~~2020, with the participation of our Chief Executive Officer and our Chief Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, ~~2019~~2020 , our disclosure controls and procedures were effective to provide reasonable assurance that material information required to be disclosed by us in reports we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

During the third quarter of ~~2019,~~2020, there were no changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The information required by this Item 1 is included in “Note 1312 – ~~Commitments and~~ Contingencies” included in the Notes to Consolidated Financial Statements appearing under Part I, Item 1 of this ~~Quarterly Report on~~ Form 10-Q which is incorporated herein by reference.

There have been no material changes from our Risk Factors disclosed in the Company’s Form ~~S-1/A filed~~10-K for the year ended December 31, 2019 other than as set forth below. See also our updates for the COVID-19 pandemic included in Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-Q.

Our business, results of operations, financial condition, cash flows and stock price can be adversely affected by pandemics, epidemics or other public health emergencies, such as the recent outbreak of COVID-19 which has spread from China to many other countries including the United States. In March 2020, the World Health Organization characterized COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The outbreak has resulted in governments around the world implementing increasingly stringent measures to help control the spread of the virus, including quarantines, “shelter in place” and “stay at home" orders, travel restrictions, business curtailments, school closures, and other measures. In addition, governments and central banks in several parts of the world have enacted fiscal and monetary stimulus measures to counteract the impacts of COVID-19.

Although we have continued our operations consistent with federal guidelines and state and local orders, the outbreak of COVID-19 and any preventive or protective actions taken by governmental authorities may have a material adverse effect on ~~April 29, 2019.~~our operations, employees and customers, including business shutdowns or disruptions. The extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, depending upon the severity and duration of the outbreak and the effectiveness of actions taken globally to contain or mitigate its effects. Any resulting financial impact cannot be estimated reasonably at this time but may materially adversely affect our ability to collect accounts receivables and our business, results of operations, financial condition and cash flows. Even after the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our business due to any resulting economic recession or depression. Additionally, concerns over the economic impact of COVID-19 have caused extreme volatility in financial and other capital markets which has and may continue to adversely impact our stock price and our ability to access capital markets. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in our Form 10-K for the year ended December 31, 2019, such as those relating to government spending and priorities.

Carey Smith was appointed to the role of President of Parsons Corporation, in addition to her current duties as Chief Operating Officer effective November 11, 2019. In this position, she is responsible for Parsons operational business lines and supporting our customer’s missions. Charles L. Harrington will continue in his role as Chairman and Chief Executive Officer of Parsons Corporation.

~~Parsons also announced the departure of Adam Taylor as Chief Transformation Officer effective November 11, 2019.~~

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

Delaware	95-3232481
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5875 Trinity Parkway #300 Centreville, Virginia	20120
(Address of principal executive offices)	(Zip Code)

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets	1
	Consolidated Statements of Income	2
	Consolidated Statements of Comprehensive Income	3
	Consolidated Statements of Cash Flows	4
	Consolidated Statements of Shareholders’ Equity (Deficit)	5
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3129
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4643
Item 4.	Controls and Procedures	4643
PART II.	OTHER INFORMATION	4744
Item 1.	Legal Proceedings	4744
Item 1A.	Risk Factors	4744
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4744
Item 3.	Defaults Upon Senior Securities	4744
Item 4.	Mine Safety Disclosures	4744
Item 5.	Other Information	4744
Item 6.	Exhibits	4845
	Signatures	4946

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

	September 30, 2020
Par value	$	400,000
Debt discount	$	(62,376	)
Carrying amount	$	337,624
Equity component	$	53,552

	Level 1		Level 2		Level 3		Total
Mutual funds	$	2,539	$	-	$	-	$	2,539
Fixed income		-		10,168		-		10,168
Cash and cash equivalents		361		-		-		361
	$	2,900	$	10,168	$	-	$	13,068

Balance at December 31, 2018	$	1,876,309
Transfer to Level 1		(1,876,309	)
Balance at September 30, 2019	$	-

Exhibit Number		Description

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~101.INS~~101		~~XBRL Instance Document~~The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Earnings, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

~~101.SCH~~104		Cover Page Interactive Data File (formatted as inline XBRL ~~Taxonomy Extension Schema Document~~

~~101.CAL~~		~~XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase Document~~

~~101.LAB~~		~~XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase Document~~with applicable taxonomy extension information contained in Exhibits 101).

	~~Company Name~~Parsons Corporation

Date: November ~~12, 2019~~4, 2020	By:	/s/ George L. Ball
		George L. Ball
		Chief Financial Officer
		(Principal Financial Officer)