What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-06 compared with 2025-02-04 · 277 added, 202 removed, 607 unchanged (44% of the section changed)

4 unchanged sentences

(In thousands, except share information)

December 27, 2024 September 27, 2024

March 28, 2025 September 27, 2024

Current Assets:

18 unchanged sentences

Accrued liabilities 910,785 1,087,764

Operating lease liability 114,293 119,988

Operating lease liabilities 110,000 119,988

Contract liabilities 947,007 967,089

3 unchanged sentences

Deferred income tax liabilities 144,002 116,655

Long-term operating lease liability 383,966 407,826

Long-term operating lease liabilities 371,585 407,826

Other deferred liabilities 132,157 120,483

7 unchanged sentences

Common stock, $ 1 par value, authorized - 240,000,000 shares;

issued and outstanding - 122,912,389 shares and 124,253,511 shares as of December 27, 2024 and September 27, 2024, respectively

issued and outstanding - 120,379,245 shares and 124,253,511 shares as of March 28, 2025 and September 27, 2024, respectively

120,379 124,084

10 unchanged sentences

CONSOLIDATED STATEMENTS OF EARNINGS

Three Months Ended December 27, 2024 and December 29, 2023

Three and Six Months Ended March 28, 2025 and March 29, 2024

(In thousands, except per share information)

For the Three Months Ended

December 27, 2024 December 29, 2023

For the Three Months Ended For the Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Revenues $ 2,910,415 $ 2,847,179 $ 5,843,371 $ 5,657,406

6 unchanged sentences

Interest expense ( 38,580 ) ( 44,232 ) ( 73,399 ) ( 87,583 )

Loss on extinguishment of debt ( 20,510 ) — ( 20,510 ) —

Miscellaneous expense ( 103,260 ) ( 3,705 ) ( 233,367 ) ( 6,668 )

1 unchanged sentence

Earnings from Continuing Operations Before Taxes 55,823 144,009 108,971 247,213

Income Tax (Expense) Benefit from Continuing Operations ( 57,149 ) 31,610

Net (Loss) Earnings of the Group from Continuing Operations ( 4,002 ) 134,815

Income Tax Expense from Continuing Operations ( 50,576 ) ( 43,364 ) ( 107,725 ) ( 11,754 )

Net Earnings of the Group from Continuing Operations 5,247 100,645 1,246 235,459

Net (Loss) Earnings of the Group from Discontinued Operations, net of tax ( 5,550 ) 72,889 ( 6,551 ) 119,530

Net (Loss) Earnings of the Group ( 303 ) 173,534 ( 5,305 ) 354,989

Net Earnings Attributable to Noncontrolling Interests from Continuing Operations ( 6,080 ) ( 3,851 )

Net Loss (Earnings) Attributable to Noncontrolling Interests from Continuing Operations 11,731 ( 4,327 ) 5,651 ( 8,179 )

Net Earnings Attributable to Redeemable Noncontrolling interests ( 5,816 ) ( 4,082 ) ( 12,863 ) ( 6,700 )

Net (Loss) Earnings Attributable to Jacobs from Continuing Operations ( 17,129 ) 128,346

Net Earnings (Loss) Attributable to Jacobs from Continuing Operations 11,162 92,236 ( 5,966 ) 220,580

Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations — ( 3,013 ) — ( 6,388 )

Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations ( 5,550 ) 69,876 ( 6,551 ) 113,142

Net (Loss) Earnings Attributable to Jacobs $ ( 18,130 ) $ 171,610

Net Earnings (Loss) Attributable to Jacobs $ 5,612 $ 162,112 $ ( 12,517 ) $ 333,722

Net Earnings Per Share:

Basic Net (Loss) Earnings from Continuing Operations Per Share $ ( 0.10 ) $ 1.03

Basic Net Earnings from Continuing Operations Per Share $ 0.10 $ 0.73 $ — $ 1.77

Basic Net (Loss) Earnings from Discontinued Operations Per Share $ ( 0.05 ) $ 0.56 $ ( 0.05 ) $ 0.90

Basic (Loss) Earnings Per Share $ ( 0.11 ) $ 1.37

Diluted Net (Loss) Earnings from Continuing Operations Per Share $ ( 0.10 ) $ 1.03

Basic Earnings (Loss) Per Share $ 0.06 $ 1.29 $ ( 0.05 ) $ 2.66

Diluted Net Earnings from Continuing Operations Per Share $ 0.10 $ 0.73 $ — $ 1.76

Diluted Net (Loss) Earnings from Discontinued Operations Per Share $ ( 0.05 ) $ 0.55 $ ( 0.05 ) $ 0.89

Diluted (Loss) Earnings Per Share $ ( 0.11 ) $ 1.37

Diluted Earnings (Loss) Per Share $ 0.06 $ 1.28 $ ( 0.05 ) $ 2.65

See the accompanying Notes to Consolidated Financial Statements - Unaudited.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended December 27, 2024 and December 29, 2023

Three and Six Months Ended March 28, 2025 and March 29, 2024

(In thousands)

For the Three Months Ended

December 27, 2024 December 29, 2023

For the Three Months Ended For the Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Net (Loss) Earnings of the Group $ ( 303 ) $ 173,534 $ ( 5,305 ) $ 354,989

Other Comprehensive Income:

Foreign currency translation adjustment ( 160,148 ) 108,048

Foreign currency translation adjustments 64,040 ( 34,872 ) ( 96,108 ) 73,177

Change in cash flow hedges ( 6,229 ) 1,925 ( 408 ) ( 25,741 )

Change in pension plan liabilities ( 6,672 ) 4,294 17,504 ( 6,459 )

Other comprehensive (loss) income before taxes ( 130,151 ) 69,629

Income Tax (Expense) Benefit:

Other comprehensive income (loss) before taxes 51,139 ( 28,653 ) ( 79,012 ) 40,977

Income Tax Benefit (Expense):

Cash flow hedges 1,735 ( 526 ) 251 6,669

Change in pension plan liabilities ( 700 ) ( 473 ) ( 1,832 ) ( 935 )

Income Tax (Expense) Benefit:

Income Tax Benefit (Expense):

1,035 ( 999 ) ( 1,581 ) 5,734

Net other comprehensive (loss) income ( 132,767 ) 76,363

Net Comprehensive (Loss) Income of the Group ( 137,770 ) 257,817

Net Earnings Attributable to Noncontrolling Interests ( 6,080 ) ( 7,226 )

Net other comprehensive Income (loss) 52,174 ( 29,652 ) ( 80,593 ) 46,711

Net Comprehensive Income (Loss) of the Group 51,871 143,882 ( 85,898 ) 401,700

Net Loss (Earnings) Attributable to Noncontrolling Interests 11,731 ( 7,340 ) 5,651 ( 14,567 )

Net Earnings Attributable to Redeemable Noncontrolling interests ( 5,816 ) ( 4,082 ) ( 12,863 ) ( 6,700 )

Net Comprehensive (Loss) Income Attributable to Jacobs $ ( 150,897 ) $ 247,973

Net Comprehensive Income (Loss) Attributable to Jacobs $ 57,786 $ 132,460 $ ( 93,110 ) $ 380,433

See the accompanying Notes to Consolidated Financial Statements - Unaudited.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months Ended December 27, 2024 and December 29, 2023

For the Three Months Ended March 28, 2025 and March 29, 2024

(In thousands)

Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Jacobs Stockholders’ Equity Noncontrolling Interests Total Group Stockholders’ Equity

Balances at September 29, 2023 $ 125,977 $ 2,735,325 $ 4,542,872 $ ( 857,954 ) $ 6,546,220 $ 53,862 $ 6,600,082

Balances at December 29, 2023 $ 125,599 $ 2,729,416 $ 4,604,850 $ ( 781,591 ) $ 6,678,274 $ 56,576 $ 6,734,850

Net earnings — — 162,112 — 162,112 7,340 169,452

Foreign currency translation adjustments, net of deferred taxes of $ 0

Foreign currency translation adjustments

— — — ( 34,872 ) ( 34,872 ) — ( 34,872 )

5 unchanged sentences

Redeemable Noncontrolling interests redemption value adjustment — — ( 70,845 ) — ( 70,845 ) — ( 70,845 )

Repurchase and issuance of redeemable noncontrolling interests — — 1,898 — 1,898 — 1,898

Noncontrolling interests - distributions and other — — — — — ( 9,568 ) ( 9,568 )

2 unchanged sentences

Repurchases of equity securities ( 640 ) ( 13,895 ) ( 80,911 ) — ( 95,446 ) — ( 95,446 )

Balances at March 29, 2024

$ 125,216 $ 2,733,758 $ 4,576,383 $ ( 811,243 ) $ 6,624,114 $ 54,348 $ 6,678,462

Balances at December 27, 2024 $ 122,912 $ 2,735,155 $ 2,179,509 $ ( 832,217 ) $ 4,205,359 $ 21,607 $ 4,226,966

Net earnings (loss)

5,612 — 5,612 ( 11,731 ) ( 6,119 )

Foreign currency translation adjustments

— — — 64,040 64,040 — 64,040

Pension plan liability, net of deferred taxes of $ 700

— — — ( 7,372 ) ( 7,372 ) — ( 7,372 )

Change in cash flow hedges, net of deferred taxes of $( 1,735 )

— — — ( 4,494 ) ( 4,494 ) — ( 4,494 )

Dividends — — ( 39,634 ) — ( 39,634 ) — ( 39,634 )

Redeemable Noncontrolling interests redemption value adjustment — — ( 8,545 ) — ( 8,545 ) — ( 8,545 )

Repurchase and issuance of redeemable noncontrolling interests — — 97 — 97 — 97

Noncontrolling interests - distributions and other — — — — — ( 1,160 ) ( 1,160 )

Distribution adjustments relating to SpinCo Business — — ( 23,645 ) — ( 23,645 ) — ( 23,645 )

Stock based compensation — 21,283 — — 21,283 — 21,283

Issuances of equity securities including shares withheld for taxes 191 3,878 ( 1,550 ) — 2,519 — 2,519

Repurchases of equity securities ( 2,724 ) ( 60,626 ) ( 287,426 ) — ( 350,776 ) — ( 350,776 )

Balances at March 28, 2025 $ 120,379 $ 2,699,690 $ 1,824,418 $ ( 780,043 ) $ 3,864,444 $ 8,716 $ 3,873,160

See the accompanying Notes to Consolidated Financial Statements – Unaudited.

JACOBS SOLUTIONS INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Six Months Ended March 28, 2025 and March 29, 2024

(In thousands)

Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Jacobs Stockholders’ Equity Noncontrolling Interests Total Group Stockholders’ Equity

Balances at September 29, 2023 $ 125,977 $ 2,735,325 $ 4,542,872 $ ( 857,954 ) $ 6,546,220 $ 53,862 $ 6,600,082

Net (loss) earnings

Net earnings — — 333,722 — 333,722 14,567 348,289

Foreign currency translation adjustments

— — — 73,177 73,177 — 73,177

Foreign currency translation adjustments net of deferred taxes of $ 0

Pension liability, net of deferred taxes of $ 935

— — — ( 7,394 ) ( 7,394 ) — ( 7,394 )

Pension plan liability, net of deferred taxes of $ 1,132

Change in cash flow hedges, net of deferred taxes of $( 6,669 )

— — — ( 19,072 ) ( 19,072 ) — ( 19,072 )

Dividends — — ( 37,077 ) — ( 37,077 ) — ( 37,077 )

Redeemable Noncontrolling interests redemption value adjustment — — ( 96,562 ) — ( 96,562 ) — ( 96,562 )

Repurchase of redeemable noncontrolling interests — — 1,898 — 1,898 — 1,898

Noncontrolling interests - distributions and other — — — — — ( 14,081 ) ( 14,081 )

Stock based compensation — 35,176 — — 35,176 — 35,176

Issuances of equity securities including shares withheld for taxes 667 ( 5,722 ) ( 5,457 ) — ( 10,512 ) — ( 10,512 )

Repurchases of equity securities ( 1,428 ) ( 31,021 ) ( 163,013 ) — ( 195,462 ) — ( 195,462 )

Balances at March 29, 2024 $ 125,216 $ 2,733,758 $ 4,576,383 $ ( 811,243 ) $ 6,624,114 $ 54,348 $ 6,678,462

Balances at September 27, 2024 $ 124,084 $ 2,758,064 $ 2,366,769 $ ( 699,450 ) $ 4,549,467 $ 17,836 $ 4,567,303

Net loss — — ( 12,517 ) — ( 12,517 ) ( 5,651 ) ( 18,168 )

Foreign currency translation adjustments

— — — ( 96,108 ) ( 96,108 ) — ( 96,108 )

Pension liability, net of deferred taxes of $ 1,832

— — — 15,672 15,672 — 15,672

Change in cash flow hedges, net of deferred taxes of $( 251 )

4 unchanged sentences

Noncontrolling interests - distributions and other — — — — — ( 3,469 ) ( 3,469 )

Distribution of SpinCo Business — — 1,000 — 1,000 — 1,000

Distribution adjustments relating to SpinCo Business — — ( 22,645 ) — ( 22,645 ) — ( 22,645 )

Stock based compensation — 34,342 — — 34,342 — 34,342

1 unchanged sentence

Repurchases of equity securities ( 4,180 ) ( 92,985 ) ( 455,237 ) — ( 552,402 ) — ( 552,402 )

Balances at December 27, 2024 $ 122,912 $ 2,735,155 $ 2,179,509 $ ( 832,217 ) $ 4,205,359 $ 21,607 $ 4,226,966

Balances at March 28, 2025 $ 120,379 $ 2,699,690 $ 1,824,418 $ ( 780,043 ) $ 3,864,444 $ 8,716 $ 3,873,160

See the accompanying Notes to Consolidated Financial Statements – Unaudited.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended December 27, 2024 and December 29, 2023

For the Six Months Ended March 28, 2025 and March 29, 2024

(In thousands)

For the Three Months Ended

December 27, 2024 December 29, 2023

For the Six Months Ended

March 28, 2025 March 29, 2024

Cash Flows from Operating Activities:

Net (loss) earnings attributable to the Group $ ( 5,003 ) $ 181,454

Adjustments to reconcile net (loss) earnings to net cash flows provided by operations:

Net (loss) earnings of the Group $ ( 5,305 ) $ 354,989

Adjustments to reconcile net earnings to net cash flows provided by operations:

Depreciation and amortization:

1 unchanged sentence

Intangible assets 76,701 103,763

Loss on extinguishment of debt 20,510 —

Loss on investment in equity securities 254,677 —

16 unchanged sentences

Capital contributions to equity investees, net of return of capital distributions 932 1,660

Acquisitions of businesses, net of cash acquired — ( 14,000 )

Net cash used for investing activities ( 24,343 ) ( 57,303 )

36 unchanged sentences

Readers of this Quarterly Report on Form 10-Q should also read our consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 27, 2024 (“2024 Form 10-K”).

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of our consolidated financial statements as of December 27, 2024, and for the three months ended December 27, 2024.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of our consolidated financial statements as of March 28, 2025, and for the three and six months ended March 28, 2025.

Our interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year.

81 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The following table further disaggregates our revenue by geographic area for the three months ended December 27, 2024 and December 29, 2023 (in thousands):

Three Months Ended

December 27, 2024 December 29, 2023

The following table further disaggregates our revenue by geographic area for the three and six months ended March 28, 2025 and March 29, 2024 (in thousands):

Three Months Ended Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

United States $ 1,796,118 $ 1,772,269 $ 3,608,903 $ 3,506,954

8 unchanged sentences

Contract liabilities represent amounts billed to clients in excess of revenue recognized to date.

Revenue recognized for the three months ended December 27, 2024 that was previously included in the contract liability balance on September 27, 2024 was $ 410.7 million.

Revenue recognized for the three months ended December 29, 2023 that was included in the contract liability balance on September 29, 2023 was $ 339.4 million.

Remaining Performance Obligation

The Company’s remaining performance obligations as of December 27, 2024 represent a measure of the total dollar value of work to be performed on contracts awarded and in progress.

The Company had approximately $ 14.6 billion in remaining performance obligations as of December 27, 2024.

Revenue recognized for the three and six months ended March 28, 2025 that was previously included in the contract liability balance on September 27, 2024 was $ 172.2 million and $ 583.0 million, respectively.

Revenue recognized for the three and six months ended March 29, 2024 that was included in the contract liability balance on September 29, 2023 was $ 98.0 million and $ 437.4 million, respectively.

Remaining Performance Obligations

The Company’s remaining performance obligations as of March 28, 2025 represent a measure of the total dollar value of work to be performed on contracts awarded and in progress.

The Company had approximately $ 15.2 billion in remaining performance obligations as of March 28, 2025.

The Company expects to recognize approximately 49 % of its remaining performance obligations into revenue within the next twelve months and the remaining 51 % thereafter.

7 unchanged sentences

Net earnings used for the purpose of determining basic and diluted EPS is determined by taking net earnings, less earnings available to participating securities and the preferred redeemable noncontrolling interests redemption value adjustment associated with the PA Consulting transaction.

The following table reconciles the denominator used to compute basic EPS to the denominator used to compute diluted EPS for the three months ended December 27, 2024 and December 29, 2023 (in thousands):

The following table reconciles the denominator used to compute basic EPS to the denominator used to compute diluted EPS for the three and six months ended March 28, 2025 and March 29, 2024 (in thousands):

JACOBS SOLUTIONS INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Three Months Ended

December 27, 2024 December 29, 2023

Three Months Ended Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Numerator for Basic and Diluted EPS:

Net (loss) earnings attributable to Jacobs from continuing operations $ ( 17,129 ) $ 128,346

Net earnings (loss) attributable to Jacobs from continuing operations $ 11,162 $ 92,236 $ ( 5,966 ) $ 220,580

Preferred Redeemable Noncontrolling interests redemption value adjustment (See Note 16- PA Consulting Redeemable Noncontrolling Interests )

Net (loss) earnings from continuing operations allocated to common stock for EPS calculation $ ( 12,561 ) $ 130,112

1,244 — 5,812 1,766

Net earnings (loss) from continuing operations allocated to common stock for EPS calculation $ 12,406 $ 92,236 $ ( 154 ) $ 222,346

Net (loss) earnings from discontinued operations allocated to common stock for EPS calculation $ ( 5,550 ) $ 69,876 $ ( 6,551 ) $ 113,142

Net (loss) earnings allocated to common stock for EPS calculation $ ( 13,562 ) $ 173,376

Net earnings (loss) allocated to common stock for EPS calculation $ 6,856 $ 162,112 $ ( 6,705 ) $ 335,488

Denominator for Basic and Diluted EPS:

4 unchanged sentences

Net Earnings Per Share:

Basic Net (Loss) Earnings from Continuing Operations Per Share $ ( 0.10 ) $ 1.03

Basic Net Earnings from Continuing Operations Per Share $ 0.10 $ 0.73 $ — $ 1.77

Basic Net (Loss) Earnings from Discontinued Operations Per Share $ ( 0.05 ) $ 0.56 $ ( 0.05 ) $ 0.90

Basic (Loss) Earnings Per Share $ ( 0.11 ) $ 1.37

Diluted Net (Loss) Earnings from Continuing Operations Per Share $ ( 0.10 ) $ 1.03

Basic Earnings (Loss) Per Share $ 0.06 $ 1.29 $ ( 0.05 ) $ 2.66

Diluted Net Earnings from Continuing Operations Per Share $ 0.10 $ 0.73 $ — $ 1.76

Diluted Net (Loss) Earnings from Discontinued Operations Per Share $ ( 0.05 ) $ 0.55 $ ( 0.05 ) $ 0.89

Diluted (Loss) Earnings Per Share $ ( 0.11 ) $ 1.37

Diluted Earnings (Loss) Per Share $ 0.06 $ 1.28 $ ( 0.05 ) $ 2.65

Per share amounts may not add due to rounding.

(1) For the three months ended December 27, 2024, because net (loss) earnings from continuing operations was a loss, the effect of antidilutive securities of 576 was excluded from the denominator in calculating diluted EPS.

(1) For the six months ended March 28, 2025, because net (loss) earnings from continuing operations was a loss, the effect of antidilutive securities of 472 was excluded from the denominator in calculating diluted EPS.

Share Repurchases

2 unchanged sentences

On January 25, 2023, the Company's Board of Directors authorized an incremental share repurchase program of up to $ 1.0 billion of the Company's common stock, to expire on January 25, 2026 (the "2023 Repurchase Authorization").

At December 27, 2024, the Company had $ 270.8 million remaining under the 2023 Repurchase Authorization.

During the second fiscal quarter of 2025, the Company repurchased the remaining amount of common stock authorized under the 2023 Repurchase Authorization.

On January 30, 2025, the Company's Board of Directors authorized an incremental share repurchase program of up to $ 1.5 billion of the Company's common stock, to expire on January 30, 2028 (the "2025 Repurchase Authorization").

No repurchase activity has taken place under the 2025 Share Repurchase Authorization to date.

At March 28, 2025, the Company had $ 1.4 billion remaining under the 2025 Repurchase Authorization.

JACOBS SOLUTIONS INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The following table summarizes repurchase activity under the 2023 Repurchase Authorization through the first fiscal quarter of 2025:

The following table summarizes repurchase ac tivity for fiscal 2025 un der the 2023 Repurchase Authorization through the second fiscal quarter of 2025:

Amount Authorized

2 unchanged sentences

(1) Includes commissions paid and excise tax due under the Inflation Reduction Act of 2022 and calculated at the average price per share.

The following table summarizes repurchase ac tivity for fiscal 2025 u nder the 2025 Repurchase Authorization through the second fiscal quarter of 2025:

Amount Authorized

(2025 Repurchase Authorization)

Average Price Per Share (1) Total Shares Repurchased and Retired

$ 1,500,000,000 $ 124.18 609,962

(1) Includes commissions paid and excise tax due under the Inflation Reduction Act of 2022 and calculated at the average price per share.

Our share repurchase program does not obligate the Company to purchase any shares.

2 unchanged sentences

The timing, amount and manner of share repurchases may depend upon market conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, currency fluctuations, the market price of the Company's common stock, other uses of capital and other factors.

On January 30, 2025, the Company’s Board of Directors declared a quarterly dividend of $ 0.32 per share of the Company’s common stock to be paid on March 21, 2025, to shareholders of record on the close of business on February 21, 2025.

Cash Dividends

On April 30, 2025, the Company’s Board of Directors declared a quarterly dividend of $ 0.32 per share of the Company’s common stock to be paid on June 20, 2025, to shareholders of record on the close of business on May 23, 2025.

Future dividend declarations are subject to review and approval by the Company’s Board of Directors.

Dividends paid through the first fiscal quarter of 2025 and the preceding fiscal year are as follows:

Dividends paid through the second fiscal quarter of 2025 and the preceding fiscal year are as follows:

Declaration Date Record Date Payment Date Cash Amount (per share)

January 30, 2025 February 21, 2025 March 21, 2025 $ 0.32

September 26, 2024 October 25, 2024 November 22, 2024 $ 0.29

7 unchanged sentences

Goodwill and Intangibles

The carrying value of goodwill appearing in the accompanying Consolidated Balance Sheets at December 27, 2024 and September 27, 2024 was as follows (in thousands):

The carrying value of goodwill appearing in the accompanying Consolidated Balance Sheets at March 28, 2025 and September 27, 2024 was as follows (in thousands):

Infrastructure & Advanced Facilities PA Consulting Total

Balance September 27, 2024 $ 3,362,760 $ 1,425,421 $ 4,788,181

Foreign currency translation and other ( 20,125 ) ( 84,700 ) ( 104,825 )

Balance December 27, 2024 $ 3,342,635 $ 1,340,721 $ 4,683,356

The following table provides certain information related to the Company’s acquired intangibles in the accompanying Consolidated Balance Sheets at December 27, 2024 and September 27, 2024 (in thousands):

Foreign currency translation adjustments and other ( 15,719 ) ( 45,543 ) ( 61,262 )

Balance March 28, 2025 $ 3,347,041 $ 1,379,878 $ 4,726,919

The following table provides certain information related to the Company’s acquired intangibles in the accompanying Consolidated Balance Sheets at March 28, 2025 and September 27, 2024 (in thousands):

Customer Relationships, Contracts and Backlog Developed Technology Trade Names Total

1 unchanged sentence

Amortization ( 63,495 ) ( 5,989 ) ( 7,217 ) ( 76,701 )

Foreign currency translation and other ( 30,198 ) ( 46 ) ( 10,704 ) ( 40,948 )

Balance December 27, 2024 $ 589,667 $ 28,474 $ 177,144 $ 795,285

Foreign currency translation adjustments and other ( 17,669 ) ( 29 ) ( 5,899 ) ( 23,597 )

Balance March 28, 2025 $ 570,730 $ 25,497 $ 178,369 $ 774,596

The following table presents estimated amortization expense of intangible assets for the remainder of fiscal 2025 and for the succeeding years.

6 unchanged sentences

Receivables and Contract Assets

The following table presents the components of receivables and contract assets appearing in the accompanying Consolidated Balance Sheets at December 27, 2024 and September 27, 2024, as well as certain other related information (in thousands):

December 27, 2024 September 27, 2024

The following table presents the components of receivables and contract assets appearing in the accompanying Consolidated Balance Sheets at March 28, 2025 and September 27, 2024, as well as certain other related information (in thousands):

March 28, 2025 September 27, 2024

Components of receivables and contract assets:

9 unchanged sentences

Contract assets are transferred to unbilled receivables when the right to consideration becomes unconditional and are transferred to amounts billed upon invoicing.

Accumulated Other Comprehensive Income

The following table presents the Company's roll forward of accumulated other comprehensive income (loss) after-tax as of December 27, 2024 (in thousands):

Change in Net Pension Obligation Foreign Currency Translation Adjustment (1)

Accumulated Other Comprehensive Income (Loss)

The following table presents the Company's roll forward of accumulated other comprehensive loss after-tax as of March 28, 2025 (in thousands):

Change in Net Pension Obligation Foreign Currency Translation Adjustments (1)

Gain/(Loss) on Cash Flow Hedges (2)

3 unchanged sentences

Reclassifications from accumulated other comprehensive loss — — ( 4,004 ) ( 4,004 )

Balance at December 27, 2024

Balance at March 28, 2025

$ ( 355,265 ) $ ( 465,624 ) $ 40,846 $ ( 780,043 )

( 1) Included in the overall foreign currency translation adjustment for the three months ended December 27, 2024 and December 29, 2023 are $( 1.3 ) million and $( 37.7 ) million, respectively, in unrealized gains (losses) on long-term foreign currency denominated intercompany loans not anticipated to be settled in the foreseeable future.

(2) Included in the Company’s cumulative net unrealized gains from interest rate and cross currency swaps recorded in accumulated other comprehensive income as of December 27, 2024 were approximately $ 7.0 million in unrealized gains, net of taxes, which are expected to be realized in earnings during the twelve months subsequent to December 27, 2024.

( 1) Included in foreign currency translation adjustments were $( 1.0 ) million and $( 21.2 ) million in unrealized losses on long-term foreign currency denominated intercompany loans not anticipated to be settled in the foreseeable future for the six months ended March 28, 2025 and March 29, 2024.

(2) Included in the Company’s cumulative net unrealized gains from interest rate and cross currency swaps recorded in accumulated other comprehensive loss as of March 28, 2025 were approximately $ 6.5 million in unrealized gains, net of taxes, which are expected to be realized in earnings during the twelve months subsequent to March 28, 2025.

JACOBS SOLUTIONS INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The Company’s effective tax rates from continuing operations for the three months ended December 27, 2024 and December 29, 2023 were 107.5 % and ( 30.6 )%, respectively.

The Company’s effective tax rates from continuing operations for the three months ended March 28, 2025 and March 29, 2024 were 90.6 % and 30.1 %, respectively.

The most significant items contributing to the difference between the statutory U.S.

federal corporate tax rate of 21.0% and the Company's effective tax rate for the three-month period ended December 27, 2024 was due to $ 37.0 million in unfavorable tax impacts associated with the non-deductibility of losses from our investment in Amentum stock, as well as U.S.

federal corporate tax rate of 21.0% and the Company's effective tax rate for the three-month period ended March 28, 2025 were related to $ 33.1 million in unfavorable tax impacts associated with the non-deductibility of losses from the Company's investment in Amentum stock, as well as U.S.

state income tax expense of $ 4.0 million and U.S.

3 unchanged sentences

The most significant item contributing to the difference between the statutory U.S.

federal corporate tax rate of 21.0% and the Company's effective tax rate for the three-month period ended December 29, 2023 was related to the election to treat an Australian subsidiary as a corporation versus a partnership for U.S.

federal corporate tax rate of 21.0% and the Company's effective tax rate of 30.1 % for the three-month period ended March 29, 2024 was related to U.S.

state income tax expense of $ 2.4 million and U.S.

tax on foreign earnings of $ 3.3 million.

The Company’s effective tax rates from continuing operations for the six months ended March 28, 2025 and March 29, 2024 were 98.9 % and 4.8 %, respectively.

The most significant items contributing to the difference between the statutory U.S.

federal corporate tax rate of 21.0% and the Company's effective tax rate for the six-month period ended March 28, 2025 were related to $ 70.1 million in unfavorable tax impacts associated with the non-deductibility of losses from the Company's investment in Amentum stock, as well as U.S.

state income tax expense of $ 9.4 million and U.S.

tax on foreign earnings of $ 9.4 million.

The U.S state income tax and U.S.

tax on foreign earnings are expected to have a continuing impact on the Company's effective tax rate for the remainder of the fiscal year.

The most significant item contributing to the difference between the statutory U.S.

federal corporate tax rate of 21.0% and the Company's effective tax rate of 4.8 % for the six-month period ended March 29, 2024 was related to the election to treat an Australian subsidiary as a corporation versus a partnership for U.S.

tax purposes, which resulted in the derecognition of a deferred tax liability and yielded a discrete income tax benefit of $ 61.6 million as the Company asserted that a component of the investment will be indefinitely reinvested.

4 unchanged sentences

The amount of income taxes the Company pays is subject to ongoing audits by tax jurisdictions around the world.

In the normal course o f business, the Company is subject to examination by tax authorities throughout the world, including such major jurisdictions as Australia, Canada, India, the Netherlands, the United Kingdom and the United States.

Our estimate of the potential outcome of any uncertain tax issue is subject to our assessment of the relevant risks, facts, and circumstances existing at the time.

2 unchanged sentences

Joint Ventures, VIEs and Other Investments

F or the Company's consolidated variable interest entities ("VIE") joint ventures, the carrying value of assets and liabilities was $ 172.8 million and $ 125.0 million, respectively, as of December 27, 2024 and $ 161.9 million and $ 122.7 million, respectively, as of September 27, 2024.

For the Company's consolidated variable interest entities ("VIE") joint ventures, the carrying value of assets and liabilities was $ 157.3 million and $ 134.2 million, respectively, as of March 28, 2025 and $ 161.9 million and $ 122.7 million, respectively, as of September 27, 2024.

There are no consolidated VIEs that have debt or credit facilities.

For the Company's proportionate consolidated VIEs, the carrying value of assets and liabilities was $ 133.2 million and $ 123.7 million, respectively, as of December 27, 2024, and $ 138.8 million and $ 138.0 million, respectively, as of September 27, 2024.

The carrying values of our investments in equity method joint ventures in the Consolidated Balance Sheets (reported in Other Noncurrent Assets:

Miscellaneous) as of December 27, 2024 and September 27, 2024 were $ 36.5 million and $ 36.6 million, respectively.

Additionally, income from equity method joint ventures (reported in Revenue) was $ 3.7 million and $ 2.7 million, respectively, during the three months ended December 27, 2024 and December 29, 2023.

As of December 27, 2024, the Company's equity method investment carrying values do not include material amounts exceeding their share of the respective joint ventures' reported net assets.

Accounts receivable from unconsolidated joint ventures accounted for under the equity method was $ 18.0 million and $ 12.3 million as of December 27, 2024 and September 27, 2024, respectively.

For the Company's proportionate consolidated VIEs, the carrying value of assets and liabilities was $ 126.6 million and $ 117.7 million, respectively, as of March 28, 2025, and $ 138.8 million and $ 138.0 million, respectively, as of September 27, 2024.

JACOBS SOLUTIONS INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

At December 27, 2024 and September 27, 2024, long-term debt consisted of the following (principal amounts in thousands):

Interest Rate Maturity December 27, 2024 September 27, 2024

The carrying values of our investments in equity method joint ventures in the Consolidated Balance Sheets (reported in Other Noncurrent Assets:

Miscellaneous) as of March 28, 2025 and September 27, 2024 were $ 35.6 million and $ 36.6 million, respectively.

Additionally, net (loss) income from equity method joint ventures (reported in Revenues in the Consolidated Statements of Earnings) was $( 0.2 ) million and $ 3.8 million, respectively, during the three months ended March 28, 2025 and March 29, 2024, with $ 3.5 million and $ 6.5 million respectively, for the corresponding six month periods.

As of March 28, 2025, the Company's equity method investment carrying values do not include material amounts exceeding their share of the respective joint ventures' reported net assets.

Accounts receivable from unconsolidated joint ventures accounted for under the equity method was $ 20.7 million and $ 12.3 million as of March 28, 2025 and September 27, 2024, respectively.

At March 28, 2025 and September 27, 2024, long-term debt consisted of the following (principal amounts in thousands):

Interest Rate Maturity March 28, 2025 September 27, 2024

Revolving Credit Facility Benchmark + applicable margin (1) February 2028 $ 812,000 $ 140,000

3 unchanged sentences

September 2025 — 870,415

2025 Term Loan Facility - USD Portion Benchmark + applicable margin (3)

March 2027 200,000 —

2025 Term Loan Facility - GBP Portion Benchmark + applicable margin (3)

March 2027 531,401 —

5.9 % Bonds, due 2033

5 unchanged sentences

Total Long-term debt, net $ 2,633,620 $ 1,348,594

(1) During the year ended September 27, 2024, the aggregate principal amounts denominated in U.S.

dollars under the Revolving Credit Facility and the 2021 Term Loan Facility (each as defined below) transitioned from underlying LIBOR benchmarked rates to the Term Secured Overnight Financing Rate ("SOFR").

During fiscal 2022, the aggregate principal amounts denominated in British pounds under the Revolving Credit Facility, 2021 Term Loan Facility transitioned from underlying LIBOR benchmarked rates to Sterling Overnight Index Average ("SONIA") rates.

(2) Depending on the Company’s Consolidated Leverage Ratio or Debt Rating (each as defined in the Revolving Credit Facility (defined below)), U.S.

The applicable SOFR rates, or LIBOR rate for the prior fiscal year end, including applicable margins at December 27, 2024 and September 27, 2024 were approximately 5.61 % and 6.64 %.

dollar denominated borrowings under the Revolving Credit Facility bear interest at either a SOFR rate plus a margin of between 0.975 % and 1.725 % or a base rate plus a margin of between 0 % and 0.625 % depending on the Company’s Consolidated Leverage Ratio or Debt Rating (each as defined in the Revolving Credit Facility (defined below)).

The interest rate under the Revolving Credit Agreement also incorporates a modest sustainability-linked pricing adjustment, which resulted in a favorable interest rate adjustment to the Company in February 2025.

The applicable SOFR rates including applicable margins at March 28, 2025 and September 27, 2024 were approximately 5.50 % and 6.64 %.

Borrowings denominated in British pounds bear interest at an adjusted SONIA rate plus a margin of between 0.908 % and 1.658 %.

There were no amounts drawn in British pounds as of December 27, 2024.

(3) Depending on the Company’s Consolidated Leverage Ratio or Debt Rating (each as defined in the Amended and Restated Term Loan Agreement (defined below)), U.S.

The applicable SOFR, or LIBOR rate for the prior fiscal year end, including applicable margins for borrowings denominated in U.S.

dollars at December 27, 2024 and September 27, 2024 was approximately 5.80 % and 6.52 %.

Borrowings denominated in British pounds bear interest at an adjusted SONIA rate plus a margin of between 0.908 % and 1.658 %, which was approximately 5.86 % and 6.23 % at December 27, 2024 and September 27, 2024, respectively.

(4) From and including September 1, 2028 (the “First Step Up Date”), the interest rate payable on the 5.90 % Bonds (as defined below) will be increased by an additional 12.5 basis points to 6.025 % per annum (the “First Step Up Interest Rate”) unless the Company notifies the Trustee (as defined below) on or before the date that is 15 days prior to the First Step Up Date that the Percentage of Gender Diversity Performance Target (as defined in the First Supplemental Indenture (as defined below)) has been satisfied and receives a related assurance letter verifying such compliance.

From and including September 1, 2030 (the “Second Step Up Date”), the interest rate payable on the 5.90 % Bonds will be increased by 12.5 basis points to (x) 6.150 % per annum if the First Step Up Interest Rate was in effect immediately prior to the Second Step Up Date or (y) 6.025 % per annum if the initial interest rate was in effect immediately prior to the Second Step Up Date, unless the Company notifies the Trustee on or before the date that is 15 days prior to the Second Step Up Date that the GHG Emissions Performance Target (as defined in the First Supplemental Indenture) has been satisfied and receives a related assurance letter verifying such compliance.

(5) Balance as of December 27, 2024 and September 27, 2024 is associated with the September 1, 2025 scheduled maturity of the 2021 Term Loan Facility, which was reclassified from lon g-term debt in September 2024 .

We believe the carrying value of the Revolving Credit Facility, the Term Loan Facility and other debt outstanding approximates fair value based on the interest rates and scheduled maturities applicable to the outstanding borrowings.

At December 27, 2024, the fair value of the 5.90 % Bonds and the 6.35 % bonds is estimated to be $ 503.0 million and $ 624.2 million , respectively, based on Level 2 inputs.

The fair value is determined by discounting future cash flows using interest rates available for issuances with similar terms and average maturities.

There were no amounts drawn in British pounds as of March 28, 2025.

dollar denominated borrowings under the 2021 Term Loan Facility bear interest at either a SOFR rate plus a margin of between 0.975 % and 1.725 % or a base rate plus a margin of between 0 % and 0.625 % depending on the Company’s Consolidated Leverage Ratio or Debt Rating (each as defined in the Amended and Restated Term Loan Agreement (defined below)).

The applicable SOFR rate including applicable margins for borrowings denominated in U.S.

dollars at September 27, 2024 was approximately and 6.52 %.

Borrowings denominated in British pounds bear interest at an adjusted SONIA rate plus a margin of between 0.908 % and 1.658 %, which was approximately 6.23 % at September 27, 2024.

(3) Borrowings under the 2025 Term Loan Facility will bear interest at either a SONIA rate or term SOFR rate plus a margin of between 0.975 % and 1.60 % or a base rate plus a margin of between 0 % and 0.50 % depending on the Company’s Consolidated Leverage Ratio.

The applicable SOFR rate including applicable margins at March 28, 2025 was approximately 5.42 % for borrowings denominated in U.S.

dollars and 5.46 % for borrowings denominated in British pounds.

(4) The interest rate payable on the 5.90 % Bonds (as defined below) may be increased by an additional 12.5 basis points on each of September 1, 2028 and September 1, 2030, based on whether or not the Company achieves the key performance indicators set

JACOBS SOLUTIONS INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

forth in the First Supplemental Indenture (as defined below).

Each key performance indicator is independent of the other.

Therefore, we may achieve one, both, or neither.

(5) Balance as of September 27, 2024 is associated with the September 1, 2025 scheduled maturity of the 2021 Term Loan Facility, which was reclassified from long-term debt in September 2024 and subsequently extinguished before March 28, 2025.

We believe the carrying values of the Revolving Credit Facility and the 2025 Term Loan Facility approximates fair value based on the interest rates and scheduled maturities applicable to the outstanding borrowings.

At March 28, 2025, the fair value of the 5.90 % Bonds and the 6.35 % bonds is estimated to be $ 511.4 million and $ 626.3 million , respectively, based on Level 2 inputs.

The fair value is determined by discounting future cash flows using interest rates available for issuances with similar terms and average maturities.

Revolving Credit Facility and Term Loans

The Company and certain of its subsidiaries maintain a sustainability-linked $ 2.25 billion unsecured revolving credit facility (the “Revolving Credit Facility”) established under a third amended and restated credit agreement, dated February 6, 2023 (the "Revolving Credit Agreement"), among Jacobs and certain of its subsidiaries as borrowers and a syndicate of U.S.

The Company and certain of its subsidiaries maintain an unsecured revolving credit facility (the “Revolving Credit Facility”) established under a third amended and restated credit agreement, dated February 6, 2023 (the "Revolving Credit Agreement"), among Jacobs and certain of its subsidiaries as borrowers and a syndicate of U.S.

and international banks and financial institutions.

The credit extensions under the Revolving Credit Facility can be funded in U.S.

Amounts up to $ 2.25 billion in credit extensions under the Revolving Credit Facility can be funded in U.S.

dollars, British Sterling, Euros, Canadian dollars, Australian dollars, Swedish Krona, Singapore dollars and other agreed upon alternative currencies.

1 unchanged sentence

Letters of credit are subject to fees based on the Company’s Consolidated Leverage Ratio and Debt Rating, whichever is more favorable to the Company.

The Revolving Credit Agreement amended and restated the second amended and restated credit agreement dated March 27, 2019, by and among JEGI and certain of its subsidiaries and a syndicate of banks and financial institutions, in order to, among other things, (a) extend the maturity date of the Revolving Credit Facility to February 6, 2028, (b) replace and adjust interest rates based on market conditions and incorporate a sustainability-linked pricing adjustment, (c) revise the commitment fee on the unused portion of the facility to a range of 0.10 % to 0.25 % depending on the higher of the pricing level associated with JEGI's Debt Rating or the Consolidated Leverage Ratio, (d) increase the Consolidated Leverage Ratio financial covenant to 3.50 :1.00 (subject to temporary increases to 4.00 :1.00 following the closing of certain material acquisitions), (e) eliminate the net worth financial covenant and (f) add the Company as a guarantor of the obligations of JEGI and its subsidiaries under the Revolving Credit Agreement.

The Company and JEGI maintain an unsecured delayed draft term loan facility (the “2021 Term Loan Facility”) established under an amended and restated term loan agreement dated February 6, 2023 (the "Amended and Restated Term Loan Agreement"), by and among the Company and JEGI and a syndicate of banks and financial institutions.

The maturity date of the Revolving Credit Facility is February 6, 2028.

The Company is a guarantor of the obligations of JEGI and its subsidiaries under the Revolving Credit Agreement.

The Company and JEGI maintained an unsecured delayed draft term loan facility (the “2021 Term Loan Facility”) established under an amended and restated term loan agreement dated February 6, 2023 (the "Amended and Restated Term Loan Agreement"), by and among the Company and JEGI and a syndicate of banks and financial institutions.

JEGI borrowed $ 200.0 million and £ 650.0 million of term loans under the 2021 Term Loan Facility (reflecting scheduled maturities in February 2026 and September 2025, respectively) and the proceeds of such term loans were used primarily to fund JEGI's investment in PA Consulting.

The Amended and Restated Term Loan Agreement amended and restated the term loan agreement dated January 15, 2021, by and among JEGI and a syndicate of U.S.

banks and financial institutions to, among other things:

(a) extend the maturity date of the U.S.

dollar term loan to February 6, 2026 and the British sterling term loan to September 1, 2025, (b) replace and adjust interest rates based on market conditions and incorporate a sustainability-linked pricing adjustment, (c) increase the Consolidated Leverage Ratio financial covenant to 3.50 :1.00 (subject to temporary increases to 4.00 :1.00 following the closing of certain material acquisitions), (d) eliminate the net worth financial covenant, and (e) add Jacobs as a guarantor of the obligations of JEGI under the Amended and Restated Term Loan Agreement.

During the fourth quarter of fiscal 2023, the Company repaid $ 80.0 million of the USD portion of the 2021 Term Loan Facility.

In the fourth quarter of fiscal 2022, the Revolving Credit Facility and 2021 Term Loan Facility were amended to permit the Holding Company Reorganization.

On December 20, 2023, the Revolving Credit Facility and 2021 Term Loan Facility were amended to adjust the point in time at which certain compliance thresholds are tested in connection with the Separation Transaction.

On April 10, 2024, the 2021 Term Loan Facility was amended to permit the potential exchange of Jacobs' retained equity stake in the combined company after the Separation Transaction for the effective repayment of a portion of the Term Loan Facility.

We were in compliance with the covenants under the Revolving Credit Facility and 2021 Term Loan Facility at December 27, 2024.

On March 13, 2025, the Company exchanged approximately 19.5 million shares of our investment in Amentum Holdings, Inc.

for approximately £ 239.8 million, or $ 311.5 million, in aggregate principal amount under the 2021 Term Loan Facility in an equity-for-debt transaction (the "Equity-for-Debt Transaction").

The aggregate principal amount of debt was immediately extinguished, and the Company received no other consideration (cash or otherwise) in connection with the exchange.

For more information, please refer to Note 15 - Discontinued Operations.

In connection with the Equity-for-Debt Transaction, $ 20.5 million in discounts and expenses were recognized as loss on extinguishment of debt.

On March 27, 2025, the Company, as guarantor, and JEGI, as borrower, entered into a term loan agreement (the “2025 Term Loan Facility”) with Bank of America, N.A., as administrative agent and sole lead arranger, and the lenders party thereto.

Under the 2025 Term Loan Facility, JEGI borrowed a $ 200.0 million term loan and £ 410.0 million term loan for a term of two-years from the date of initial funding, maturing on March 26, 2027.

The proceeds from the 2025 Term Loan Facility were used to repay the remaining outstanding 2021 Term Loan Facility principal equal to $ 120.0 million and £ 410.2 million, or $ 531.6 million, with the remaining proceeds used for general corporate purposes.

We were in compliance with the covenants under the Revolving Credit Facility and 2025 Term Loan Facility at March 28, 2025.

JACOBS SOLUTIONS INC.

27 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The Company has issued $ 0.5 million in letters of credit under the Revolving Credit Facility, leaving $ 1.74 billion of available borrowing capacity under the Revolving Credit Facility at December 27, 2024.

In addition, the Company had issued $ 282.8 million under various separate, committed and uncommitted letter-of-credit facilities for issued letters of credit totaling $ 283.3 million at December 27, 2024.

The components of lease expense (reflected in selling, general and administrative expenses ("SG&A")) for th e three months ended December 27, 2024 and December 29, 2023 were as follows (in thousands):

Three Months Ended

December 27, 2024 December 29, 2023

The Company issu ed $ 0.5 million in letters of credit under the Revolving Credit Facility, leaving $ 1.44 billion of available borrowing capacity under the Revolving Credit Facility at March 28, 2025.

In addition, the Company had issued $ 255.8 million under various separate, committed and uncommitted letter-of-credit facilities for total issued letters of credit of $ 256.3 million at March 28, 2025.

The components of lease expense (reflected in selling, general and administrative expenses ("SG&A")) for th e three and six months ended March 28, 2025 and March 29, 2024 were as follows (in thousands):

Three Months Ended Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Lease expense

3 unchanged sentences

Total lease expense $ 30,004 $ 31,967 $ 60,178 $ 65,310

Supplemental information related to the Company's leases for the three months ended December 27, 2024 and December 29, 2023 was as follows (in thousands):

Three Months Ended

December 27, 2024 December 29, 2023

Supplemental information related to the Company's leases for the six months ended March 28, 2025 and March 29, 2024 was as follows (in thousands):

Six Months Ended

March 28, 2025 March 29, 2024

Cash paid for amounts included in the measurements of lease liabilities $ 75,350 $ 76,166

11 unchanged sentences

Pension and Other Postretirement Benefit Plans

The following table presents the components of net periodic pension benefit expense recognized in earnings during the three months ended December 27, 2024 and December 29, 2023 (in thousands):

Three Months Ended

December 27, 2024 December 29, 2023

The following table presents the components of net periodic pension benefit expense recognized in earnings during the three and six months ended March 28, 2025 and March 29, 2024 (in thousands):

Three Months Ended Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Service cost $ 2,496 $ 2,261 $ 4,995 $ 4,522

5 unchanged sentences

The following table presents certain information regarding the Company’s cash contributions to our pension plans for fiscal 2025 (in thousands):

Cash contributions made during the first three months of fiscal 2025

Cash contributions made during the first six months of fiscal 2025

Cash contributions projected for the remainder of fiscal 2025

2 unchanged sentences

Separation of Critical Mission Solutions (“CMS”) and Cyber & Intelligence (“C&I”) Businesses

On September 27, 2024, Jacobs completed the previously announced Reverse Morris Trust transaction pursuant to which (i) Jacobs first transferred its CMS and portions of its DVS business to Amazon Holdco Inc., a Delaware corporation ("SpinCo"), which has since been renamed Amentum Holdings, Inc., (ii) Jacobs then effectuated a spin-off of SpinCo by distributing 124,084,108 shares of SpinCo Common Stock, by way of a pro rata distribution to its shareholders such that each holder of shares of Jacobs Common Stock was entitled to receive one share of SpinCo Common Stock for each share of Jacobs common stock held as of the record date, September 23, 2024, and (iii) finally, Amentum Parent Holdings LLC merged with and into SpinCo, with SpinCo surviving the merger.

On September 27, 2024, Jacobs completed the previously announced Reverse Morris Trust transaction pursuant to which (i) Jacobs first transferred its CMS and portions of its DVS business to Amazon Holdco Inc., a Delaware corporation ("SpinCo"), which has since been renamed Amentum Holdings, Inc., (ii) Jacobs then effectuated a spin-off of SpinCo by distributing 124,084,108 shares of SpinCo Common Stock, by way of a pro rata distribution to its shareholders such that each holder of shares of Jacobs Common Stock was entitled to receive one share of SpinCo Common Stock for each share of Jacobs common stock held as of the record date, September 23, 2024 (the "Distribution"), and (iii) finally, Amentum Parent Holdings LLC merged with and into SpinCo, with SpinCo surviving the merger (the "Merger").

Amentum Holdings, Inc., as the surviving entity of the Separation Transaction is now an independent public company with common stock listed on the New York Stock Exchange under the symbol “AMTM” (“Amentum”).

In connection and in accordance with the terms of the Separation Transaction, prior to the Distribution and the Merger, Jacobs received a cash payment from SpinCo of approximately $ 911 million, after adjustments based on the levels of cash, debt and working capital in the SpinCo Business, which continues to be subject to final settlement between the parties, as set forth in the Agreement and Plan of Merger, dated as of November 20, 2023 (as amended, the “Merger Agreement").

In connection and in accordance with the terms of the Separation Transaction and prior to the Distribution and the Merger, Jacobs received a cash payment from SpinCo of approximately $ 911 million, after adjustments based on the estimated levels of cash, debt and working capital in the SpinCo Business as of the transaction date, and recorded estimated additional net working capital receivable amounts reflected in Receivables and Contract Assets in the Company's September 27, 2024 Consolidated Balance Sheet, subject to final settlement between the parties after the closing of the transaction and as set forth in the Agreement and Plan of Merger, dated as of November 20, 2023 (as amended, the “Merger Agreement").

Subsequent to the closing and upon final determination in March 2025, the parties determined that the Company was entitled to $ 70 million in final settlement of the post-closing working capital adjustment, resulting in a $ 24 million reduction from preliminary recorded receivable amounts, which was charged to Retained Earnings in the Company's Consolidated Balance Sheet.

The $ 70 million final receivable balance was collected in

JACOBS SOLUTIONS INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

full on April 10, 2025 and immediately utilized to pay down existing amounts owed on Company’s Revolving Credit Facility upon receipt.

Summarized Financial Information of Discontinued Operations

The following table represents earnings from discontinued operations, net of tax (in thousands):

Three Months Ended

December 27, 2024 December 29, 2023

Three Months Ended Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Revenues $ ( 67 ) $ 1,421,914 $ ( 3 ) $ 2,770,912

Direct cost of contracts 58 ( 1,229,261 ) ( 3 ) ( 2,392,450 )

Gross profit 4 185,808

Gross (loss) profit

( 9 ) 192,653 ( 6 ) 378,462

Selling, general and administrative expense (1)

( 5,683 ) ( 94,908 ) ( 7,031 ) ( 218,653 )

Operating (Loss) Profit

1 unchanged sentence

Other income, net

— ( 167 ) — 314

(Loss) Earnings Before Taxes from Discontinued Operations

5 unchanged sentences

Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations

— ( 3,013 ) — ( 6,388 )

Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations

$ ( 5,560 ) $ 70,646 $ ( 6,562 ) $ 114,484

(1) The change year-over-year was primarily driven by prior year operating results of the SpinCo Business, which were divested and therefore are no longer in Company's financial results in fiscal year 2025.

Notable components included in our Consolidated Statements of Cash Flows for these discontinued operations are as follows (in thousands):

For the Three Months Ended

December 27, 2024 December 29, 2023

Three Months Ended For the Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Depreciation and amortization:

3 unchanged sentences

Additions to property and equipment $ — $ ( 3,330 ) $ — $ ( 5,670 )

There were no assets and liabilities held for spin as of September 27, 2024.

No assets and liabilities remain held for spin as of the September 27, 2024 balance sheet date.

Investment in Amentum Stock

As a result of the Separation Transaction on September 27, 2024, Jacobs held approximately 29 million of the outstanding shares of AMTM common stock initially recorded on a net book value basis under spin-off accounting rules.

Following the Merger and in accordance with the Escrow Agreement, Jacobs transferred 11 million shares of AMTM shares into escrow to be held and distributed between the parties to the Escrow Agreement based on terms and conditions set forth in the Merger Agreement, with final settlement of the shares between the parties (and associated financial statement impacts, if any) expected to be completed in fiscal 2025.

To the extent the Company and its shareholders become entitled to any portion of the contingent consideration, the first 0.5% of the outstanding shares of AMTM will be released from escrow and delivered to the Company.

Any further contingent consideration to which we and our shareholders may become entitled will be distributed on a pro rata basis to shareholders as of a record date to be determined in the future.

Any shares of contingent consideration to which we and our shareholders do not become entitled to receive will be delivered to the former equity holder of Amentum.

As a result of the Separation Transaction on September 27, 2024, Jacobs held approximately 29.2 million of the outstanding shares of Amentum common stock initially recorded on a net book value basis under spin-off accounting rules.

Following the Merger and in accordance with the Escrow Agreement, Jacobs transferred approximately 10.9 million of the 29.2 million of Amentum shares held into escrow to be held and distributed between the parties based on terms and conditions set forth in the Merger Agreement.

The entire 29.2 million shares of Amentum, consisting of both the 10.9 million in escrow shares and the remaining 18.3 million shares owned by Jacobs was reflected in the Company’s September 27, 2024 Consolidated Balance Sheet pending final settlement of the escrow shares at a recorded fair value of $ 749.5 million.

JACOBS SOLUTIONS INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The Company's investment in AMTM shares (including shares held in escrow) is measured at fair value through net income as it is an investment in equity securities with a readily determinable fair value of approximately $ 597.9 million as of December 27, 2024.

Additionally, fair value ("market") mark-to market losses of approximately $ 145.2 million were recorded in Miscellaneous income (expense), net during the first quarter of fiscal 2025 in association with the total AMTM share positions held.

Further, as quoted market prices are available for these securities in an active market, the fair value measurement of the shares is categorized as a Level 1 input.

The Company intends to dispose of all of its final determined investment in AMTM shares within 12 months of the completion of the Separation and the Distribution, but there can be no assurance regarding the ultimate timing of such divestiture.

The Company cannot predict the trading price of shares of Amentum’s common stock and the market value of the Amentum shares are subject to market volatility and other factors outside of our control.

Unanticipated developments could delay, prevent or otherwise adversely affect the divestiture, including but not limited to financial market conditions.

In February 2025, in connection with the determination of SpinCo’s fiscal year 2024 performance against certain agreed upon milestones and ensuing escrow share settlement proceedings (the “Post-Closing Additional Merger Consideration Adjustment”), the parties agreed that Jacobs was entitled to receive at least an additional 1.2 million shares held in escrow, which were then released to Jacobs.

Subsequently, on March 13, 2025, Jacobs completed the Equity-for-Debt Transaction (see Note 12- Borrowings for additional information).

After giving effect to the above transactions, the Company's remaining investment in Amentum represented the 9.7 million shares remaining in escrow at a fair value of $ 175.9 million reported on the Company's March 28, 2025 Consolidated Balance Sheet.

Further, on April 9, 2025, the parties agreed to a final determination of the Post-Closing Additional Merger Consideration Adjustment, pursuant to which Jacobs became entitled to receive approximately 7.3 million Amentum shares from the 9.7 million shares held in escrow, and former equity sponsors became entitled to receive the remainder of approximately 2.4 million shares.

These amounts were subsequently released to the respective parties.

The finalization of the shares deemed owed to the former Amentum equity sponsors resulted in approximately $ 21.9 million in charges to Miscellaneous Expense in the Company's three months ended March 28, 2025 Consolidated Statement of Earnings and a corresponding final liability balance of $ 44.0 million for the fair value of the shares owed to the former Amentum equity sponsors included in Accrued Liabilities as reported on the Company's March 28, 2025 Consolidated Balance Sheet.

Finally, on April 30th, 2025, the Jacobs Board of Directors declared an in kind dividend to distribute the remaining 7.3 million shares of Amentum's stock to Jacobs’ shareholders of record as of May 16, 2025, to be distributed on a pro rata basis on May 30, 2025.

The Company reported $ 109.5 million and $ 254.7 million in fair value mark-to-market and other related charges associated with the investment in Amentum shares for the three and six month periods ending March 28, 2025, respectively, which was included in Miscellaneous Expense as reported in Other Income (Expense) in the Company’s Consolidated Statement of Earnings.

Transition Services Agreement

2 unchanged sentences

Pursuant to the terms of the TSA, the Company will receive payments for the interim services.

Since inception of the TSA agreement, the Company has recognized costs recorded in SG&A expense incurred to perform the TSA, offset by $ 11.4 million in TSA related income for such services that is reported in miscellaneous income (expense) for the three month period ended December 27, 2024.

Since inception of the TSA agreement, the Company has recognized costs recorded in SG&A expense incurred to perform the TSA, offset by $ 10.3 million and $ 21.7 million in TSA related income for such services that is reported in miscellaneous income (expense) for the three and six month periods ended March 28, 2025.

Sale of Energy, Chemicals and Resources ("ECR") Business

On April 26, 2019, Jacobs completed the sale of its Energy, Chemicals and Resources ("ECR") business to Worley Limited, a company incorporated in Australia ("Worley"), for a purchase price of $ 3.4 billion consisting of (i) $ 2.8 billion in cash plus (ii) $ 58.2 million ordinary shares of Worley, subject to adjustments for changes in working capital and certain other items.

For the three months ended December 27, 2024 and December 29, 2023, $ 0 and $( 0.6 ) million were reported in Net Earnings Attributable to Jacobs from Discontinued Operations on the Consolidated Statement of Earnings related to ECR.

For the three and six months ended March 29, 2024, $( 0.8 ) million and $( 1.3 ) million, respectively, were reported in Net Earnings Attributable to Jacobs from Discontinued Operations on the Consolidated Statement of Earnings related to ECR, with no significant activities during the fiscal 2025 periods presented .

JACOBS SOLUTIONS INC.

3 unchanged sentences

In connection with the Company's strategic investment in PA Consulting, the Company recorded redeemable noncontrolling interests, including subsequent purchase accounting adjustments, representing the noncontrolling interest holders' equity interests in the form of preferred and common shares of PA Consulting, with substantially all of the value associated with these interests allocable to the preferred shares.

During the first quarter of 2025 and 2024, PA Consulting repurchased certain shares of the redeemable noncontrolling interest holders for cash amounts of $ 3.7 million and $ 24.4 million, respectively.

During the first half of 2025 and 2024, PA Consulting repurchased certain shares of the redeemable noncontrolling interest holders for cash amounts of $ 4.1 million and $ 24.4 million , respectively.

The difference between the cash purchase prices and the recorded book values of these repurchased interests was recorded in the Company’s consolidated retained earnings.

The Company held approximately 70 % of the out standing ownership of PA Consulting as of December 27, 2024 and September 27, 2024.

During the first quarter of 2025, there was a $ 0.04 increase in earnings per share resulting from adjustments to the redeemable noncontrolling interests to reflect the reduction of the excess in the redemption values over fair values of the B common shares component of the redeemable equity.

During the first quarter of 2024, there was a $ 0.01 increase in earnings per share resulting from redemption value adjustments associated with redeemable noncontrolling interests preference share repurchase and reissuance activities that were recorded.

The Company held approximately 71 % of the outstanding ownership of PA Consulting as of March 28, 2025 and September 27, 2024.

During the first half of 2025, there was a $ 0.05 increase in earnings per share resulting from adjustments to the redeemable noncontrolling interests to reflect the reduction of the excess in the redemption values over fair values of the B common shares component of the redeemable equity.

During the first half of 2024, there was a $ 0.01 increase in earnings per share resulting from redemption value adjustments associated with redeemable noncontrolling interests preference share repurchase and reissuance activities that were recorded.

The changes above had no impact on the Company’s overall results of operations, financial position or cash flows.

See Note 6- Earnings Per Share and Certain Related Information for more information.

Changes in the redeemable noncontrolling interests d uring the three months ended December 27, 2024 are as follows (in thousands):

Changes in the redeemable noncontrolling interests d uring the six months ended March 28, 2025 are as follows (in thousands):

Balance at September 27, 2024 $ 820,182

4 unchanged sentences

Repurchase of redeemable noncontrolling interests ( 5,145 )

Cumulative translation adjustment and other ( 27,870 )

Balance at December 27, 2024 $ 794,593

Cumulative translation adjustments and other

Balance at March 28, 2025 $ 821,541

In addition, certain employees and non-employees of PA Consulting are eligible to receive equity-based incentive grants in the future under the terms of the applicable agreements.

During the first three months of fiscal 2025 and 2024, the Company recorded $ 5.9 million and $ 1.6 million, respectively, in expenses associated with these agreements which is reflected in selling, general and administrative expenses in the consolidated statements of earnings.

The Company, through its investment in PA Consulting, held $ 0.8 million and $ 2.1 million at December 27, 2024 and September 27, 2024, respectively, in cash that is restricted from general use and is included in Prepaid expenses and other in the Company's Consolidated Balance Sheets.

During the first six months of fiscal 2025 and 2024, the Company recorded $ 13.9 million and $ 6.8 million, respectively, in expenses associated with these agreements which is reflected in selling, general and administrative expenses in the Consolidated Statements of Earnings.

The Company's investment in PA Consulting includes $ 0.8 million and $ 2.1 million at March 28, 2025 and September 27, 2024, respectively, in cash that is restricted from general use and is reflected in Prepaid expenses and other in the Company's Consolidated Balance Sheets.

JACOBS SOLUTIONS INC.

6 unchanged sentences

Collectively, the above-mentioned restructuring activities are referred to as “Restructuring and other charges.”

The following table summarizes the impacts of the Restructuring and other charges by operating segment for the three months ended December 27, 2024 and December 29, 2023 (in thousands):

Three Months Ended

December 27, 2024 December 29, 2023

The following table summarizes the impacts of the Restructuring and other charges by operating segment for the three and six months ended March 28, 2025 and March 29, 2024 (in thousands):

Three Months Ended Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Infrastructure & Advanced Facilities

PA Consulting ( 236 ) 1,175

Total $ 14,740 $ 38,354

Amounts included in:

Operating profit (mainly SG&A) (1)

$ 10,168 $ 32,378 $ 25,144 $ 69,557

PA Consulting 495 2,984 259 4,159

$ 10,663 $ 35,362 $ 25,403 $ 73,716

(1) The three months ended December 27, 2024 and December 29, 2023 included approximate ly $ 15.0 million and $ 37.1 million, respectively, in restructuring and other charges mainly relating to the Separation Transaction (primarily professional services and employee separation costs).

The activity in the Company’s accruals for Restructuring and other charges for the three months ended December 27, 2024 is as follows (in thousands):

(1) The three and six months ended March 28, 2025 and March 29, 2024 included approximately $ 10.2 million and $ 25.1 million , respectively, and $ 32.4 million and $ 69.5 million, respectively, in restructuring and other charges mainly relating to the Separation Transaction (primarily professional services and employee separation costs), which were included in operating profit in the Company's Consolidated Statement of Earnings (mainly in SG&A).

The activity in the Company’s accruals for Restructuring and other charges for the six months ended March 28, 2025 is as follows (in thousands):

Balance at September 27, 2024

1 unchanged sentence

Payments and other ( 61,207 )

Balance at December 27, 2024 $ 16,933

The following table summarizes the Restructuring and other charges by major type of costs for the three months ended December 27, 2024 and December 29, 2023 (in thousands):

Three Months Ended

December 27, 2024 December 29, 2023

Balance at March 28, 2025 $ 9,131

The following table summarizes the Restructuring and other charges by major type of costs for the three and six months ended March 28, 2025 and March 29, 2024 (in thousands):

Three Months Ended Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Lease Abandonments and Impairments $ — $ — $ — $ 49

2 unchanged sentences

4,956 19,499 16,368 43,292

Total $ 14,740 $ 38,354

(1) Amounts in the three months ended December 27, 2024 and December 29, 2023 are comprised of professional services relating to the Separation Transaction.

(2) Amounts in the three months ended December 27, 2024 and December 29, 2023 are comprised of charges relating to the Separation Transaction.

1,204 5,098 4,147 8,468

$ 10,663 $ 35,362 $ 25,403 $ 73,716

(1) Amounts in the three and six months ended March 28, 2025 and March 29, 2024 are comprised of professional services relating to the Separation Transaction.

(2) Amounts in the three and six months ended March 28, 2025 and March 29, 2024 are comprised of charges relating to the Separation Transaction.

JACOBS SOLUTIONS INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Cumulative amounts incurred to date for restructuring and other programs that were active as of December 27, 2024 by each major type of cost are as follows (in thousands):

Cumulative amounts incurred to date for restructuring and other programs that were active as of March 28, 2025 by each major type of cost are as follows (in thousands):

Terminations $ 84,176

9 unchanged sentences

See Note 12- Borrowings for further discussion relating to the terms of the 5.90 % Bonds .

The unrealized net gain on these instruments was $ 23.0 million and $ 23.6 million, net of tax, and is included in accumulated other comprehensive income as of December 27, 2024 and September 27, 2024, respectively.

The unrealized net gain on these instruments was $ 22.3 million and $ 23.6 million, net of tax, and is included in accumulated other comprehensive income as of March 28, 2025 and September 27, 2024, respectively.

In fiscal 2020 we entered into interest rate swap agreements to manage the interest rate exposure on our variable rate loans.

By entering into the swap agreements, the Company converted the LIBOR and SONIA rate based liabilities into fixed rate liabilities, for periods ranging from five to ten years .

As of December 27, 2024 and September 27, 2024, the Company has one outstanding instrument with a notional value of $ 200.0 million.

The fair value of the interest rate swap at December 27, 2024 and September 27, 2024 was $ 29.8 million and $ 23.0 million, respectively, included within miscellaneous other assets on the consolidated balance sheet.

The unrealized net gain on the interest rate swap as of December 27, 2024 and September 27, 2024 was $ 22.4 million and $ 17.4 million, respectively, net of tax, and was included in accumulated other comprehensive income.

By entering into the swap agreements, the Company converted the LIBOR and SONIA rate based liabilities into fixed rate liabilities for a period of five to ten years .

As of March 28, 2025 and September 27, 2024, the Company has one , ten year , outstanding instrument with a notional value of $ 200.0 million.

The fair value of the interest rate swap at March 28, 2025 and September 27, 2024 was $ 24.5 million and $ 23.0 million, respectively, included within miscellaneous other assets on the Consolidated Balance Sheet.

The unrealized net gain on the interest rate swap as of March 28, 2025 and September 27, 2024 was $ 18.6 million and $ 17.4 million, respectively, net of tax, and was included in accumulated other comprehensive income.

During fiscal 2023, the aggregate liability amounts denominated in U.S.

1 unchanged sentence

The swaps were designated as cash-flow hedges in accordance with ASC 815, Derivatives and Hedging .

Additionally, the Company held foreign exchange forward contracts in currencies that support our operations, including British Pound, Australian Dollar and other currencies, with notional values of $ 693.4 million at December 27, 2024 and $ 827.3 million at September 27, 2024.

The length of these contracts currently ranges from one to twelve months .

The fair value of the foreign exchange contracts at December 27, 2024 was $( 7.8 ) million , of which $( 8.2 ) million is included within current liabilities and $ 0.4 million is included within current assets on the consolidated balance sheet as of December 27, 2024.

Additionally, the Company held foreign exchange forward contracts in currencies that support our operations, including British Pound, Australian Dollar and other currencies, with notional values of $ 815.8 million at March 28, 2025 and $ 827.3 million at September 27, 2024.

The length of these contracts currently ranges from one to nine months .

The fair value of the foreign exchange contracts at March 28, 2025 was $ 11.3 million , of which $ 14.7 million is included within current assets and $( 3.4 ) million is included within current liabilities on the Consolidated Balance Sheet as of March 28, 2025.

The fair value of the contracts as of September 27, 2024 was $ 15.3 million, of which $ 15.8 million is included within current assets and $( 0.5 ) million is included within current liabilities on the Consolidated Balance Sheet as of September 27, 2024.

8 unchanged sentences

Contractual Guarantees, Legal Proceedings, Claims, Investigations and Insurance

In the normal course of business, we make contractual commitments (some of which are supported by separate guarantees) and on occasion we are a party in a litigation or arbitration proceeding.

In the normal course of business, we make contractual commitments (some of which are supported by separate guarantees) and on occasion we are a party in a litigation or arbitration proceeding, such as the Consolidated JV Matter (see Note 19- Segment Information) .

The litigation or arbitration in which we are involved includes personal injury claims, professional liability claims and breach of contract claims.

5 unchanged sentences

Guarantees are accounted for in accordance with ASC 460-10, Guarantees , at fair value at the inception of the guarantee.

At December 27, 2024 and September 27, 2024, the Company had issued and outstanding approximately $ 283.3 million and $ 306.2 million, respectively, in LOCs and $ 2.6 billion and $ 2.3 billion, respectively, in surety bonds.

At March 28, 2025 and September 27, 2024, the Company had issued and outstanding approximately $ 256.3 million and $ 306.2 million, respectively, in LOCs and $ 2.4 billion and $ 2.3 billion, respectively, in surety bonds.

We maintain insurance coverage for most insurable aspects of our business and operations.

27 unchanged sentences

GAAP operating profit by including certain corporate-level expenses, Restructuring and other charges (as defined in Note 17- Restructuring and Other Charges ) and transaction and integration costs (in thousands).

For the Three Months Ended

December 27, 2024 December 29, 2023

For the Three Months Ended For the Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Revenues from External Customers:

2 unchanged sentences

Total $ 2,910,415 $ 2,847,179 $ 5,843,371 $ 5,657,406

For the Three Months Ended

December 27, 2024 December 29, 2023

For the Three Months Ended For the Six Months Ended

March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Segment Operating Profit:

4 unchanged sentences

( 23,924 ) ( 42,550 ) ( 53,856 ) ( 85,463 )

Amortization of Intangible Assets ( 38,040 ) ( 38,476 ) ( 76,701 ) ( 75,407 )

GAAP Operating Profit 208,648 183,244 417,066 325,243

Total Other (Expense) Income, net (3)

Total Other Expense, net (3)

( 152,825 ) ( 39,235 ) ( 308,095 ) ( 78,030 )

Earnings from Continuing Operations Before Taxes $ 55,823 $ 144,009 $ 108,971 $ 247,213

(1) Segment operating profit for Infrastructure & Advanced Facilities includes consolidated intangibles amortization of $ 38.7 million and $ 36.9 million and other corporate transaction related costs for the three months ended December 27, 2024 and December 29, 2023, respectively.

Excluding these amounts, operating profit for the segment was $ 210.3 million and $ 167.4 million, respectively.

(2) The three months ended December 27, 2024 and December 29, 2023 included $ 15.0 million and $ 37.1 million , respectively, of restructuring and other charges mainly relating to the Separation Transaction (primarily professional services and employee separation costs).

(3) The three months ended December 27, 2024 included $ 145.2 million in mark-to-market losses associated with our investment in Amentum stock in connection with the Separation Transaction.

(1) The three and six months ended March 28, 2025 I&AF revenue and operating profit were impacted by a reserve in connection with an unfavorable interim ruling against a consolidated joint venture in which the Company holds a 50 % interest (the "Consolidated JV Matter"), with the noncontrolling partner’s share included in noncontrolling interests in the Consolidated Statements of Earnings for the respective periods.

(2) The three and six months ended March 28, 2025 and March 29, 2024 include d $ 10.2 million and $ 25.1 million, respectively, and $32.4 million and $69.5 million, respectively, in restructuring and other charges mainly relating to the Separation Transaction (primarily professional services and employee separation costs), as well as certain subsidiary level compensation based agreements.

The three and six months ended March 28, 2025 included approximately $ 8.4 million and $ 16.2 million in charges associated with the Company's TSA with Amentum.

(3) The three and six months ended March 28, 2025 included $ 109.5 million and $ 254.7 million, respectively, mainly related to mark-to-market losses associated with our investment in Amentum stock in connection with the Separation Transaction, and $ 20.5 million in discounts and expenses associated with the Equity-for-Debt Transaction (see Note 12- Borrowings and Note 15- Discontinued Operations).

See also the further description o f results of operations for our operating segments in Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations .

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

What changed 10-Q

Item 1. Financial Statements