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Item 2. Management’s Discussion and Analysis

2025-05-06 compared with 2025-02-04 · 155 added, 134 removed, 195 unchanged (60% of the section changed)

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

The purpose of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is to provide a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition from the most recent fiscal year-end to December 27, 2024 and (ii) results of operations during the current fiscal period(s) as compared to the corresponding period(s) of the preceding fiscal year.

The purpose of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is to provide a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition from the most recent fiscal year-end to March 28, 2025 and (ii) results of operations during the current fiscal period(s) as compared to the corresponding period(s) of the preceding fiscal year.

In order to better understand such changes, readers of this MD&A should also read:

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• competition from existing and future competitors in our target markets, as well as the possible reduction in demand for certain of our product solutions and services, including delays in the timing of the award of projects or reduction in funding, or the abandonment of ongoing or anticipated projects due to the financial condition of our clients and suppliers or due to governmental budget constraints or changes to governmental budgetary priorities, or the inability of our clients to meet their payment obligations in a timely manner or at all;

• our ability to fully execute on our corporate strategy, including (i) uncertainties as to the impact of the completed Separation Transaction (as defined below) on our business, such as a possible impact on our credit profile or our ability to operate as a separate public-company without the benefit of the resources and capabilities divested as part of the SpinCo Business (as defined below), the possibility that the Separation Transaction will not result in the intended benefits to us or our shareholders, that we will not realize the value expected to be derived from the disposition of our retained stake in Amentum (as defined below), or that we will incur unexpected costs, charges or expenses related to the provision of transition services in connection with the Separation Transaction, (ii) the impact of acquisitions, strategic alliances, divestitures, and other strategic events resulting from evolving business strategies, including on our ability to maintain our culture and retain key personnel, customers or suppliers, or our ability to achieve the cost-savings and synergies contemplated by our recent acquisitions within the expected time frames or to achieve them fully and to successfully integrate acquired businesses while retaining key personnel, and (iii) our ability to invest in the tools needed to implement our strategy;

• our ability to fully execute on our corporate strategy, including the impact of acquisitions, strategic alliances, divestitures, and other strategic events resulting from evolving business strategies, including on our ability to maintain our culture and retain key personnel, customers or suppliers, or our ability to achieve the cost-savings and synergies contemplated by our recent acquisitions within the expected time frames or to achieve them fully and to successfully integrate acquired businesses while retaining key personnel, and our ability to invest in the tools needed to implement our strategy;

• financial market risks that may affect us, including by affecting our access to capital, the cost of such capital and/or our funding obligations under defined benefit pension and post-retirement plans;

• legislative changes, including potential changes to the amounts provided for, under the Infrastructure Investment and Jobs Act, as well as other legislation and executive orders related to governmental spending, and changes in U.S.

or foreign tax laws, statutes, rules, regulations or ordinances, including the impact of, and changes to, tariffs or trade policies that may adversely impact our future financial position or results of operations;

• legislative changes, including potential changes to the amounts provided for under the Infrastructure Investment and Jobs Act, as well as other legislation and executive orders related to governmental spending, including any directive to federal agencies to reduce federal spending or the size of the federal workforce, and changes in U.S.

foreign tax laws, statutes, rules, regulations or ordinances, including the impact of, and changes to, tariffs and retaliatory tariffs or trade policies that may adversely impact our future financial position or results of operations;

• increased geopolitical uncertainty and risks, including policy risks and potential civil unrest, relating to the outcome of elections across our key markets and elevated geopolitical tension and conflicts, including the Russia-Ukraine and Israel-Hamas conflicts and the escalating tensions in the Middle East, among others;

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Business Overview

At Jacobs, our foundation guides us to create a more connected and sustainable world.

We are challenging today to reinvent tomorrow - delivering outcomes and solutions for the world’s most complex challenges.

With a team of approximately 45,000 , we provide end-to-end services in advanced manufacturing, cities & places, energy, environmental, life sciences, transportation and water markets.

At Jacobs, we are challenging today to reinvent tomorrow - delivering outcomes and solutions for the world’s most complex challenges.

With a team of almost 45,000 , we provide end-to-end services in advanced manufacturing, cities & places, energy, environmental, life sciences, transportation and water markets.

From advisory and consulting, feasibility, planning, design, program and lifecycle management, we are creating a more connected and sustainable world.

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We channel our creativity, agility and our domain expertise to create value for our clients and society.

Over the last seven years, Jacobs has been on a transformation journey, starting with a re-emphasis on business excellence, our culture and brand, and evolving our portfolio to become a science-based consulting and advisory solutions provider focused on delivering solutions for some of the world’s most complex sustainability, critical infrastructure and advanced manufacturing challenges.

Over the last seven years, Jacobs has been on a transformation journey, starting with a re-emphasis on business excellence, our culture and brand, and evolving our portfolio to become a science-based consulting and advisory solutions provider focused on delivering resilient, digitally-enabled solutions for some of the world’s most complex sustainability, critical infrastructure and advanced manufacturing challenges.

This transformation included acquiring a 65% stake in PA Consulting Group Limited ("PA Consulting") in fiscal 2021.

Acquisitions of BlackLynx and StreetLight further positioned us as a leader in high-value critical infrastructure and technology-enabled solutions.

In March of 2022, Jacobs launched Boldly Moving Forward, a three-year strategy that builds on our success over the preceding three years to take advantage of a new lens crafted from the incredible pace of change in the world and in our markets.

We are now focused on broadening our leadership in high growth sectors aligned with long-term secular trends, such as infrastructure renewal and investment, and the global transition to more sustainable ways of living.

In February 2025, Jacobs announced a multi-year growth strategy and set out our long-term financial framework.

The Company's strategy, Challenge Accepted, accelerates Jacobs' transformation to a more focused business positioned to drive profitable growth and deliver market-leading solutions.

Our strategy is driven by our purpose to create a more connected, sustainable world, applying our values and delivering on our brand promise of “Challenging today.

Reinventing tomorrow.” Extensive evaluation of global trends, capabilities and markets identified three growth accelerators:

Climate Response, Data Solutions, and Consulting & Advisory, which cut across our entire organization and key sectors creating connections among global market trends, our

client solutions and our company purpose.

Our three growth accelerators are delivering significant value for our clients, positioning Jacobs for high-margin growth while advancing sustainability and social value in our communities.

Today, our clients face a rapidly changing world - navigating multifaceted challenges such as the increasing pace of technological change, budget and supply chain limitations, global climate change events and complex geopolitical conditions.

At Jacobs, we strive to help them meet these challenges.

Climate Response

As a purpose-led company, we know we have a pivotal role to play across the entire Climate Response value chain – focusing on end-to-end solutions in energy transition, decarbonization, adaptation and resilience, and regenerative and nature-based climate solutions.

Data Solutions

Reinventing tomorrow.” As a simpler, more focused company, we are robustly positioned to respond to our clients’ rapidly evolving needs, as challenges like urbanization, infrastructure modernization, digital evolution and environmental resilience intersect.

We challenge the accepted by redefining the asset lifecycle to deliver scalable end-to-end solutions globally and digitally across water and environmental, life sciences and advanced manufacturing, and critical infrastructure.

As our clients face increasing complexity, they need delivery models that drive rapid, large-scale outcomes, requiring us to harness the synergy of our capabilities across all our end markets.

Data and Digital Solutions

We are harnessing our data and digital capabilities, products and tools to help our clients operate more efficiently in a safe environment and capitalize on their data more than ever before.

We invest in big data, technology-enhanced and artificial intelligence solutions to help clients find better, safer and more agile ways of working.

We invest in cutting-edge digital, data and AI solutions that empower our clients' decision-making across the entire asset lifecycle, including capital, operational and operational technology cybersecurity domains — driving greater efficiency, cost-effectiveness, resilience and sustainability.

We provide solutions in data analytics and insights, digital architecture, advisory and transformation, software development and cybersecurity and operational technology.

Consulting and Advisory

Together with our visionary partner, PA Consulting, we're expanding our position in high-end advisory services and deploying our collective strengths to create significant opportunities for our clients to adapt, innovate and transform.

Through our strategic partnership with PA Consulting, we are expanding our position in high-end advisory services and deploying our collective strengths to create significant opportunities for our clients to adapt, innovate and transform.

Together, we work end-to-end from the early stage across the whole project lifecycle to drive ground-breaking solutions that empower clients to tackle complex challenges, foster sustainable growth and shape a smarter, more resilient future.

Operating Segments

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Infrastructure & Advanced Facilities (I&AF)

Jacobs' Infrastructure & Advanced Facilities line of business provides end-to-end solutions for our clients’ most complex challenges related to climate change, energy transition, connected mobility, buildings and infrastructure, integrated water management and biopharmaceutical manufacturing.

Jacobs' Infrastructure & Advanced Facilities line of business provides end-to-end solutions for our clients’ most complex challenges related to energy security, environmental resilience, safe and reliable transportation, buildings and infrastructure, integrated water management and biopharmaceutical manufacturing.

In doing so, we combine deep experience in the following end markets - Critical Infrastructure, Water & Environmental and Life Sciences & Advanced Manufacturing.

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Increasingly, we use data science and technology-enabled expertise to deliver positive and enduring outcomes for our clients and communities .

Our clients include national, state and local governments in the U.S., Europe, U.K., Middle East, and Asia Pacific, and multinational and local private sector clients throughout the world.

Our clients include national, state and local governments in the U.S., Europe, U.K., Middle East, and Asia Pacific, and multinational and local private sector clients globally.

PA Consulting

Jacobs invested in a 65% stake in PA Consulting, the global innovation and transformation consultancy firm.

Jacobs invested in a 65% stake in PA Consulting, the global innovation and transformation consultancy.

PA Consulting accelerates new growth ideas from concept, through design and development and to commercial success, and revitalizes organizations, building leadership, culture, systems and processes to make innovation a reality.

PA Consulting's global team of approximately 4,000, which includes strategists, innovators, designers, consultants, digital experts, scientists, engineers and technologists, work across seven sectors:

PA Consulting's global team of about 4,000, which includes strategists, innovators, designers, consultants, digital experts, scientists, engineers and technologists, work across seven sectors:

consumer and manufacturing, defense and security, energy and utilities, financial services, government, health and life sciences, and transport to make a positive impact alongside the clients it supports, bringing ingenuity to life.

PA Consulting has a diverse mix of private and public sector clients.

Private sector clients include global household names like Unilever, Microsoft, and Pret A Manger, and start-ups like PulPac, which converts plant fibers into sustainable packaging to reduce single-use plastic.

PA's work includes creating more sustainable airports with Amsterdam Airport Schiphol and accelerating the energy transition with Invenergy and energyRe, to new digital platforms for the American College of Emergency Physicians, pioneering medtech with Hubly Surgical, and resilient banking with Bankomat.

Public sector clients include the U.K.'s Ministry of Defence, National Highways, The Norwegian Labour and Welfare Administration, and The Danish Tax Agency.

The Company is deploying the collective strengths of Jacobs and PA Consulting to create significant opportunities for our clients.

Private sector clients include global household names like Diageo, Microsoft, Pret A Manger and Unilever, and start-ups like NTx, which is accelerating access to life-changing therapies.

PA's work includes applying data and analytics to improve punctuality of flights at Heathrow Airport, accelerating the energy transition with Invenergy and energyRe, creating new digital platforms for the American College of Emergency Physicians, pioneering medtech with Hubly Surgical, accelerating clinical trials with AI for a global life sciences consortium, and enhancing resiliency in banking with Bankomat.

Public sector clients include the U.K.'s Ministry of Defence, National Highways, The Norwegian Labour and Welfare Administration, The Danish Tax Agency and The Swedish Environmental Protection Agency.

Collectively, the Company also deploys the combined strengths of Jacobs and PA Consulting to create significant opportunities for our clients.

Alongside Copenhagen Metro – one of the most advanced public transport systems in Europe – we’re providing strategic management and technical services to support its operations and maintenance.

We’re also supporting the Frederick Douglass Tunnel program, one of the largest national transportation infrastructure investments in the U.S.

Drawing on our extensive experience with Louisiana’s critical state infrastructure, we’re developing a comprehensive offshore wind roadmap for the Louisiana Department of Energy and Natural Resources, U.S.

that aims to promote the state’s energy independence, diversification and security while developing its workforce and local economy.

Supporting the U.K.’s decarbonization and energy security future, we are delivering technical project management support to the U.K.

Additionally, we are delivering technical project management support to the U.K.

Department for Energy Security & Net Zero’s Carbon Capture, Usage and Storage program, an essential element of the U.K.’s commitment to deliver a net-zero economy by 2050.

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and international markets.

Certain portions of the DVS business were retained and are now part of I&AF, which include advising digital strategy and transformation and

developing digital solutions that facilitate capital, operational and cybersecurity decisions for our clients across our segments and their end markets.

Results of Operations for the three months ended December 27, 2024 and December 29, 2023

Certain portions of the DVS business were retained and are now part of I&AF, which include advising digital strategy and transformation and developing digital solutions that facilitate capital, operational and cybersecurity decisions for our clients across our segments and their end markets.

Results of Operations for the 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

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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)

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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

Overview – Three Months Ended December 27, 2024

Net loss attributable to the Company from continuing operations for the first fiscal quarter of 2025 was $(17.1) million (or $(0.10) per diluted share), a decrease of $145.5 million, from net earnings of $128.3 million (or $1.03 per diluted share) for the corresponding period last year.

Included in the Company’s operating results from continuing operations for the first fiscal quarter of 2025 were $145.2 million in pre-tax fair value losses recorded in miscellaneous (expense) income, net, associated with our investment held in Amentum stock after finalization of the Separation Transaction as well as pre-tax Restructuring and other charges and transaction costs of $16.1 million associated primarily to expenses incurred relating to the Separation Transaction (primarily professional services and employee separation costs), compared to 2024 amounts of $41.4 million, which are discussed in Note 17- Restructuring and Other Charges .

Net loss attributable to the Company from discontinued operations for the first fiscal quarter of 2025 was $(1.0) million (or $(0.01) per diluted share), a decrease of $44.3 million, from net earnings of $43.3 million (or $0.34 per diluted share) for the corresponding period last year.

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.

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

Overview – Three and Six Month Periods Ended March 28, 2025

Net earnings attributable to the Company from continuing operations for the second fiscal quarter of 2025 were $11.2 million (or $0.10 per diluted share), a decrease of $81.1 million, from net earnings of $92.2 million (or $0.73 per diluted share) for the corresponding period last year.

Included in the Company’s operating results from continuing operations for the second fiscal quarter of 2025 were $109.5 million in fair value losses and other related expenses recorded in miscellaneous (expense) income, net, associated with our investment in Amentum stock after finalization of the Separation Transaction and $20.5 million in discounts and expenses recorded to loss on extinguishment of debt for the three months ended March 28, 2025, associated with the Equity-for-Debt Transaction (see Note 12- Borrowings and Note 15- Discontinued Operations) .

Our reported net earnings for the second fiscal quarter of 2025 were favorably impacted by a decrease in pre-tax Restructuring and other charges and transaction costs of $29.7 million compared to the fiscal 2024 period associated primarily to expenses incurred relating to the Separation Transaction (primarily professional services and employee separation costs), which are discussed in Note 17- Restructuring and Other Charges .

Net loss attributable to the Company from discontinued operations for the second fiscal quarter of 2025 was $(5.6) million (or $(0.05) per diluted share), a decrease of $75.4 million, from net earnings of $69.9 million (or $0.55 per diluted share) for the corresponding period last year.

The change year-over-year was primarily driven by prior year operating results of the SpinCo Business which were divested on September 27, 2024 and therefore are no longer in Company's financial results in fiscal year 2025.

See Note 15- Discontinued Operations.

For the six months ended March 28, 2025, net loss attributable to the Company from continuing operations was $(6.0) million (or $0.00 per diluted share on a rounded basis), a decrease of $226.5 million, from net earnings of $220.6 million (or $1.76 per diluted share) for the corresponding period last year.

Included in the Company’s operating results from continuing operations for six months ended March 28, 2025 were $254.7 million in pre-tax charges recorded in miscellaneous (expense) income, net mainly associated with fair value losses and other related expenses relating to our investment in Amentum stock after finalization of the Separation Transaction and $20.5 million in discounts and expenses recorded to loss on extinguishment of debt for the six months ended March 28, 2025, associated with the Equity-for-Debt Transaction (see Note 12- Borrowings and Note 15- Discontinued Operations) .

Our reported net loss for the second half of 2025 was favorably impacted by a decrease in pre-tax Restructuring and other charges and transaction costs of $55.0 million compared to the fiscal 2024 period associated primarily to expenses incurred relating to the Separation Transaction (primarily professional services and employee separation costs), which are discussed in Note 17- Restructuring and Other Charges .

For the six months ended March 28, 2025, net loss attributable to the Company from discontinued operations was $(6.6) million (or $(0.05) per diluted share), a decrease of $119.7 million, from net earnings of $113.1 million (or $0.89 per diluted share) for the corresponding period last year.

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 the Company's financial results in fiscal year 2025.

See Note 15- Discontinued Operations.

Consolidated Results of Operations

Revenues for the first fiscal quarter of 2025 were $2.93 billion, an increase of $122.7 million, or 4.4%, from $2.81 billion for the corresponding period last year.

Revenue increases for the quarterly year over year period were due mainly to the Company's I&AF business, as well as slightly higher revenues year over year in our PA Consulting business.

The I&AF business benefited primarily from stronger performance in its Americas, Energy & Power and Asia Pacific and Middle East business operations.

Our revenues were favorably impacted by foreign currency translation of $16.4 million for the first fiscal quarter of 2025 across our international businesses, as compared to a favorable impact of $37.6 million for the first fiscal quarter of 2024, respectively.

Gross profit for the first fiscal quarter of 2025 was $721.3 million, an increase of $56.5 million, or 8.5%, from $664.7 million from the corresponding period last year, with gross profit margins of 24.6% and 23.7% for the respective periods.

The Company's increase in gross profit was mainly attributable to higher revenues as mentioned above, with favorable margin impacts from year over year mix as well as personnel cost impacts.

Revenues for the second fiscal quarter of 2025 were $2.91 billion, an increase of $63.2 million, or 2.2%, from $2.85 billion for the corresponding period last year.

For the six months ended March 28, 2025, revenues were $5.84 billion, an increase of $186.0 million, or 3.3%, from $5.66 billion for the corresponding period last year.

Revenue increases for both the three and six month periods year over year were mainly due to the Company's I&AF business, as well as revenue growth in our PA Consulting business.

The I&AF business benefited primarily from stronger performance in its Advanced Facilities and Asia, Pacific and Middle East (APME) business operations for both quarterly and year to date comparative periods presented.

Our revenues were unfavorably impacted by foreign currency translation of $18.8 million and $2.3 million for the three and six months ended March 28, 2025, respectively, across our international businesses, as compared to a favorable impact of $21.5 million and $59.0 million for the three and six months ended March 29, 2024, respectively.

Gross profit for the second fiscal quarter of 2025 was $738.3 million, an increase of $26.4 million, or 3.7%, from $712.0 million from the corresponding period last year, with gross profit margins of 25.4% and 25.0% for the respective periods.

Gross profit for the six months ended March 28, 2025 was $1,459.6 million, an increase of $82.9 million, or 6.0%, from $1,376.7 million from the corresponding period last year, with gross profit margins of 25.0% and 24.3% for the respective periods.

The Company's increase in gross profit was mainly attributable to higher revenues as mentioned above, with favorable margin impacts from year over year mix.

See Segment Financial Information discussion for further information on the Company’s results of operations at the operating segment.

Selling, general & administrative ("SG&A") expenses for the first fiscal quarter of 2025 were $512.8 million compared to $522.7 million for the corresponding period last year, representing a decrease of $9.9 million or 1.9%.

Lower SG&A expenses as compared to the corresponding period last year was due primarily to decrease of $22.2 million in Restructuring and other charges costs associated with the Separation Transaction.

This decrease in SG&A expenses was partly offset by increases in expenses associated with the Transition Services Agreement (the "TSA") with Amentum, incentives and other department spend.

Lastly, SG&A expenses were impacted by unfavorable foreign exchange impacts of $3.2 million for the first fiscal quarter of 2025 as compared to unfavorable impacts of $3.6 million for the first fiscal quarter of 2024.

Net interest expense for the first fiscal quarter of 2025 was $25.2 million, a decrease of $10.7 million from $35.8 million or 29.8%, for the corresponding period last year.

The decrease in net interest expense for the first fiscal quarter of 2025 was due primarily to the Company's higher levels of cash and lower overall levels of outstanding debt compared to the last fiscal year compared to the comparative periods.

Miscellaneous (expense) net for the first fiscal quarter of 2025 was $(130.1) million in comparison to $(3.0) million for the corresponding period last year.

The unfavorable comparisons to the corresponding period last year were due primarily to a $145.2 million loss associated with mark-to-market losses associated with our investment in Amentum stock in connection with the Separation Transaction, offset in part by $11.4 million in TSA-related income associated with the Separation Transaction as discussed in Note 15- Discontinued Operations .

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.

Selling, general & administrative ("SG&A") expenses for the three and six months ended March 28, 2025 were $529.7 million and $1,042.5 million, respectively, as compared to $528.7 million and $1,051.4 million for the corresponding periods last year, representing an increase of $1.0 million or 0.2% and decrease of $8.9 million or 0.8% respectively.

SG&A expenses for the three and six months ended March 28, 2025 were impacted by decreases of $22.2 million and $44.4 million, respectively, in lower Restructuring and other charges costs associated with the Separation Transaction, mainly comprised of professional services, in the current year.

These favorable items were more than offset for the three months ended March 28, 2025 and partially offset for the six months ended March 28, 2025 by increases in expenses associated with the Transition Services Agreement (the "TSA") with Amentum, incentives and other department spend.

Lastly, SG&A expenses benefited from favorable foreign exchange impacts of $4.9 million and $1.7 million, respectively, for the three and six months ended March 28, 2025, as compared to favorable impacts of $0.6 million and unfavorable impacts of $2.9 million for the corresponding periods last year.

Net interest expense for the three and six months ended March 28, 2025 was $29.1 million and $54.2 million, respectively, a decrease of $6.5 million and $17.1 million from $35.5 million and $71.4 million or 18.2% and 24.0%, respectively, for the corresponding periods last year.

The decrease in net interest expense for the three and six months ended March 28, 2025 was due primarily to increases in interest income associated with the Company's higher levels of cash compared to the corresponding periods last year due to the reduction of outstanding debt balances in the fourth quarter of fiscal 2024 using proceeds associated with the Separation Transaction.

Loss on extinguishment of debt for the three and six months ended March 28, 2025 was $20.5 million, in discounts and expenses associated with the Equity-for-Debt Transaction executed on March 13, 2025, where the Company exchanged shares of our investment in Amentum Holdings, Inc.

for a principal amount of term loans under the 2021 Term Loan Facility, which term loans were immediately extinguished.

See Note 12- Borrowings and Note 15- Discontinued Operations.

Miscellaneous (expense) net for the three and six months ended March 28, 2025 was $(103.3) million and $(233.4) million respectively, in comparison to $(3.7) million and $(6.7) million for the corresponding period last year.

The increase of $(99.6) million and $(226.7) million for the three and six months ended March 28, 2025 respectively, were due mainly to $109.5 million and $254.7 million in mark-to-market losses and other related expenses associated with our investment in Amentum stock in connection with the Separation Transaction, offset in part by $10.3 million and $21.7 million in TSA-related income associated with the Separation Transaction as discussed in Note 15- Discontinued Operations .

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.

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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.

In December 2021, the Organization for Economic Cooperation and Development ("OECD") released the Pillar Two Model Rules (also referred to as the global minimum tax or Global Anti-Base Erosion "GloBE" rules), which were designed to ensure large multinational enterprises pay a minimum 15 percent level of tax on the income arising in each jurisdiction in which they operate.

Several jurisdictions in which we operate have enacted these rules, which are effective for the first quarter of the fiscal year ending September 26, 2025.

The Company is continually monitoring developments and evaluating the potential impacts.

At this time, implementation of these rules has not generated a material impact on consolidated income taxes.

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

In the normal course of 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.

The Company believes that it has adequately provided for reasonably foreseeable outcomes related to these matters.

However, future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, which may impact our effective tax rate.

Net earnings attributable to noncontrolling interests including redeemable noncontrolling interests for the first fiscal quarter of 2025 were $13.1 million and $6.5 million for the corresponding period last year.

The year over year increase was primarily due to changes in net earnings results in our PA Consulting investment compared to the prior year period.

Net loss (earnings) attributable to noncontrolling interests for the three and six months ended March 28, 2025 were $11.7 million and $5.7 million, respectively, as compared to $(4.3) million and $(8.2) million for the corresponding periods last year.

These changes in noncontrolling interests were primarily resulting from the impact of an unfavorable interim ruling against a consolidated joint venture in which the Company holds a 50% interest, in connection with a long running project, upon which the Company recorded a reserve against related accounts receivable (the “Consolidated JV Matter”) during the quarter.

Net earnings attributable to redeemable noncontrolling interests for the three and six months ended March 28, 2025 were $(5.8) million and $(12.9) million, respectively and $(4.1) million and $(6.7) million for the corresponding periods last year, with these comparative changes resulting from higher net earnings results in our PA Consulting investment compared to the prior year periods.

Restructuring and Other Charges

During fiscal 2023, the Company implemented restructuring initiatives relating to the Separation Transaction.

The Company incurred approximately $0.7 million during the first fiscal quarter of 2025 and $42.0 million and $17.5 million in fiscal 2024 and fiscal 2023, respectively, in pre-tax cash charges in connection with these initiatives.

The Company incurred approximately $4.8 million during the second fiscal quarter of 2025 and $42.0 million and $17.5 million in fiscal 2024 and fiscal 2023, respectively, in pre-tax cash charges in connection with these initiatives.

These actions, which are expected to be substantially completed before the end of fiscal 2025, are expected to result in estimated gross annualized pre-tax cash savings of approximately $120 million to $147 million.

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GAAP operating profit from continuing operations by including certain corporate-level expenses, Restructuring and other charges and transaction and integration costs (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 from External Customers:

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

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

Segment Operating Profit:

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Restructuring, Transaction and Other Charges (2) (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) (155,271) (38,795)

Total Other Expense, net (3) (152,825) (39,235) (308,095) (78,030)

Earnings Before Taxes from Continuing Operations

$ 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 included $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).

Infrastructure & Advanced Facilities

Three Months Ended

Three Months Ended Six Months Ended

(in thousands)

December 27, 2024 December 29, 2023

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

Revenue $ 2,602,753 $ 2,553,212 $ 5,228,961 $ 5,057,438

Operating Profit $ 203,265 $ 204,101 $ 413,539 $ 371,489

Revenues for the I&AF segment for the first fiscal quarter of 2025 was $2.63 billion, an increase of $122.0 million, or 4.9%, from reported amount of $2.50 billion for the corresponding period last year.

The increase in revenue for the first fiscal quarter of 2025 was driven by net revenue growth across all sectors, particularly in water, life sciences, transportation and energy.

Foreign currency translation had approximately $6.9 million in favorable impacts on revenues for the three months ended first fiscal quarter of 2025, as compared to $20.9 million in favorable impacts in the corresponding prior year period.

Operating profit for the I&AF segment for the first fiscal quarter of 2025 was $157.8 million, an increase of $28.9 million, or 22.4%, from $128.9 million for the corresponding period last year.

The increase in the three month period is a result of higher year over year segment revenues mentioned above as well as a one-time negative impact from changes in employee benefits programs in prior year period.

Foreign currency translation had approximately $0.7 million in favorable impact on operating profit for the first fiscal quarter of 2025, as compared to $5.0 million in favorable impacts in the corresponding prior year period.

Revenues for the I&AF segment for the three and six months ended March 28, 2025 were $2.60 billion and $5.23 billion, respectively, an increase of $49.5 million and $171.5 million, or 1.9% and 3.4%, compared to $2.55 billion and $5.06 billion for the corresponding periods last year.

The increase in revenues for the three and six months ended March 28, 2025 was driven primarily from stronger performance in its Advanced Facilities and APME business operations.

This was partly offset by a reserve in connection with an unfavorable interim ruling against a consolidated joint venture in which the Company holds a 50% interest, with the noncontrolling partner’s share included in noncontrolling interests in the Company's Consolidated Statements of Earnings for the 2025 periods presented.

Additionally, foreign currency translation had approximately $17.6 million and $10.7 million in unfavorable impacts on revenues for the three and six months ended March 28, 2025, as compared to $9.1 million and $30.0 million in favorable impacts in the corresponding prior year periods.

Operating profit for the I&AF segment for the three and six months ended March 28, 2025 was $203.3 million and $413.5 million, respectively, a decrease of $(0.8) million and an increase of $42.1 million, or (0.4)% and 11.3%, from $204.1 million and $371.5 million for the corresponding periods last year.

Operating profit for the three months ended March 28, 2025 is relatively flat year over year as a result of higher volume across the sectors while offset by a reserve in connection with an unfavorable interim ruling against a consolidated joint venture in which the Company holds a 50% interest, with the noncontrolling partner's share included in noncontrolling interests in the Company's Consolidated Statements of Earnings for the 2025 periods presented.

The increase for the six months ended March 28, 2025 is a result of higher year over year segment revenues mentioned above as well as a one-time negative impact from changes in employee benefits programs in prior year period.

Foreign currency translation had approximately $1.4 million and $0.7 million in unfavorable impact on operating profit three and six months ended March 28, 2025, as compared to $4.3 million and $9.3 million in favorable impacts in the corresponding prior year periods.

PA Consulting

Three Months Ended

(in thousands) December 27, 2024 December 29, 2023

Three Months Ended Six Months Ended

(in thousands) March 28, 2025 March 29, 2024 March 28, 2025 March 29, 2024

Revenue $ 307,662 $ 293,967 $ 614,410 $ 599,968

Operating Profit $ 67,347 $ 60,169 $ 134,084 $ 114,624

Revenues for the PA Consulting segment for the first fiscal quarter of 2025 were $306.7 million, an increase of $0.7 million, or 0.2% from $306.0 million in the corresponding period last year.

The three month increase is primarily due to foreign currency translation which had an approximately $9.5 million in favorable impacts on revenues for the first fiscal quarter of 2025, as compared to $16.7 million in favorable impacts in the corresponding prior year period, offset by lower performance in public sector work compared to the prior year.

Operating profit for the segment for the first fiscal quarter of 2025 was $66.7 million, an increase of $12.3 million, or 22.6% from $54.5 million in the corresponding period last year.

The year over year improvement in the quarter is mainly attributable to favorable impacts from cost reduction programs implemented in the prior year.

Revenues for the PA Consulting segment for the three and six months ended March 28, 2025 were $307.7 million and $614.4 million respectively, reflecting an increase of $13.7 million and $14.4 million, or 4.7% and 2.4% from $294.0 million and $600.0 million in the corresponding period last year.

The increase in revenue for the three months ended March 28, 2025 is due to improved performance in PA Consulting's public sector work.

The six month increase is mainly due to improved performance in PA Consulting's health & life sciences business, partly offset by reduction in consumer & manufacturing business.

Foreign currency translation had approximately $1.2 million in unfavorable and $8.3 million in favorable impacts on revenues for the three and six months ended March 28, 2025, as compared to $12.4 million and $29.1 million in favorable impacts in the corresponding prior year period.

Operating profit for the segment for the three and six months ended was $67.3 million and $134.1 million respectively, an increase of $7.2 million and $19.5 million, or 11.9% and 17.0% from $60.2 million and $114.6 million in the corresponding period last year.

The year over year improvement in the quarter is attributable to improved revenues combined with favorable impacts from reduced costs.

Backlog Information

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Backlog is not necessarily an indicator of future revenues.

award, and because many of our contracts require us to provide services that span over several fiscal quarters (and sometimes over fiscal years), we have presented our backlog on a year-over-year basis, rather than on a sequential, quarter-over-quarter basis.

The following table summarizes our backlog at December 27, 2024 and December 29, 2023 (in millions):

December 27, 2024 December 29, 2023

Because certain contracts (e.g., contracts relating to large engineering, procurement & construction projects as well as national government programs) can cause large increases to backlog in the fiscal period in which we recognize the award, and because many of our contracts require us to provide services that span over several fiscal quarters (and sometimes over fiscal years), we have presented our backlog on a year-over-year basis, rather than on a sequential, quarter-over-quarter basis.

The following table summarizes our backlog at March 28, 2025 and March 29, 2024 (in millions):

March 28, 2025 March 29, 2024

Infrastructure & Advanced Facilities $ 21,768 $ 18,130

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Total $ 22,160 $ 18,474

The increase in backlog in I&AF from December 29, 2023 was predominantly driven by growth across Water, Life Sciences and Transportation and Cities & Place markets.

The increase in backlog in I&AF from March 29, 2024 was predominantly driven by growth across Water, Life Sciences and Transportation and Cities & Place markets.

The increase in backlog in PA Consulting from March 29, 2024 was primarily driven by organic year-over-year growth of the business including some material sales in the second fiscal quarter of 2025.

Consolidated backlog differs from the Company’s remaining performance obligations as defined by ASC 606 primarily because of contract change orders or new wins not yet processed and our national government contracts where our policy is to generally include in backlog the contract award, whether funded or unfunded excluding certain option periods while our remaining performance obligations represent a measure of the total dollar value of work to be performed on contracts awarded and in progress.

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Liquidity and Capital Resources

At December 27, 2024, our principal sources of liquidity consisted of $1.30 billion in cash and cash equivalents and $1.74 billion of available borrowing capacity under our $2.25 billion revolving credit agreement (the "Revolving Credit Facility").

At March 28, 2025, our principal sources of liquidity consisted of $1.20 billion in cash and cash equivalents and $1.44 billion of available borrowing capacity under our $2.25 billion revolving credit agreement (the "Revolving Credit Facility").

We finance much of our operations and growth through cash generated by our operations.

Cash and cash equivalents at December 27, 2024 were $1.30 billion, representing an increase of $154.9 million from $1.14 billion at September 27, 2024, the reasons for which are described below.

Cash and cash equivalents at March 28, 2025 were $1.20 billion, representing an increase of $59.9 million from $1.14 billion at September 27, 2024, the reasons for which are described below.

The following table presents selected consolidated cash flow information of the Company for the respective periods shown below (including discontinued operations of our separated SpinCo businesses, see Note 15 - Discontinued Operations for more information):

For the Three Months Ended

(In thousands) December 27, 2024 December 29, 2023

For the Six Months Ended

(In thousands) March 28, 2025 March 29, 2024

Net cash provided by operating activities $ 11,025 $ 375,538

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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)

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Cash and Cash Equivalents, including Restricted Cash of Continuing Operations at the End of the Period $ 1,205,474 $ 855,986

Our net cash flow provided by operations for the first fiscal quarter of 2025 was $107.5 million.

For the first fiscal quarter of 2024, cash from operations was $418.4 million (inclusive of discontinued operations) and $307.1 million from continuing operations.

The decline on a continuing operations basis was largely due to higher uses of cash from increases in net working capital, namely Accounts Receivables as well as increases in cash income tax payments of $48.0 million within accrued liabilities.

These decreases were offset in part by higher net earnings from continuing operations after adjustments for non-cash reconciling items, mainly losses on investment securities.

Our net cash used for investing activities for the first fiscal quarter of 2025 was $7.9 million, compared to cash used for investing activities of $16.0 million in the corresponding prior year period (which included $2.3 million associated with discontinued operations), due to lower levels of additions to plant, property and equipment in the current year.

Our net cash provided by financing activities of $112.2 million for the first fiscal quarter of 2025 is driven by net proceeds from borrowings of $362.7 million, partly offset by share repurchases of $201.6 million, $36.5 million in dividends to shareholders, and $14.4 million in taxes paid on vested restricted stock.

Cash used for financing activities in the corresponding prior year period was $208.7 million, due primarily to share repurchases of $100.0 million, net repayments from borrowings of $33.6 million, $33.4 million in dividends to shareholders, and $24.4 million in net PA Consulting related redeemable noncontrolling interests purchase and issuance activity.

At December 27, 2024, the Company had approximately $229.7 million in cash and cash equivalents held in the U.S.

and $1,070.0 million held outside of the U.S.

Our net cash flow provided by operations of $11.0 million during the six months ended March 28, 2025 was unfavorable by $364.5 million in comparison to the cash flow provided by operations of $375.5 million (inclusive of discontinued operations) for the corresponding prior period.

On a continuing operations basis, our cash from operations was unfavorable by $200.2 million.

The decline on a continuing operations basis was largely due to higher uses of cash from net working capital, namely Accounts Receivables as well as increases in cash income tax payments of $85.0 million within accrued liabilities.

Our net cash used for investing activities during the six months ended March 28, 2025 was $24.3 million, compared to cash used for investing activities of $57.3 million in the corresponding prior year period (which included $5.1 million associated with discontinued operations), due to lower levels of additions to plant, property and equipment in the current year and no current year acquisitions.

Our net cash provided by financing activities during the six months ended March 28, 2025 was $106.6 million.

This was driven by net proceeds from borrowings of $746.4 million, offset by share repurchases of $552.4 million, $75.9 million in dividends to shareholders, and $21.1 million in taxes paid on vested restricted stock.

Cash used for financing activities in the corresponding prior year period was $230.8 million, due primarily to share repurchases of $195.5 million, net proceeds from borrowings of $85.5 million, $70.1 million in dividends to shareholders, and $24.4 million in net PA Consulting related redeemable noncontrolling interests purchase and issuance activity.

At March 28, 2025, the Company had approximately $181.1 million in cash and cash equivalents held in the U.S.

and $1.0 billion held outside of the U.S.

(primarily in the U.K., the Eurozone, Australia, India, Canada, and the Middle East region).

Other than the tax cost of repatriating funds to the U.S., there are no material impediments to repatriating these funds to the U.S.

The Company had $283.3 million in letters of credit outstanding at December 27, 2024.

The Company had $256.3 million in letters of credit outstanding at March 28, 2025.

Of this amount, $0.5 million was issued under the Revolving Credit Facility and $255.8 million was issued under separate, committed and uncommitted letter-of-credit facilities.

Long-term debt as of December 27, 2024 increased by $368.7 million compared to September 27, 2024 primarily due to an increased draw on the revolving credit facility to fund our operations.

Under the Separation Transaction, Jacobs and its shareholders will own up to 63% of AMTM stock upon consummation of the transaction, the exact amount of which continues to be subject to final settlement based on the achievement of certain fiscal year 2024 operating profit targets.

Jacobs is also expected to realize additional value after closing through the disposition of its retained equity stake in the combined company within 12 months of the transaction closing date, 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.

On February 6, 2023, the Company refinanced its Revolving Credit Facility and 2021 Term Loan Facility, and on February 16, 2023, the Company issued the 5.90% Bonds in the aggregate principal amount of $500.0 million.

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 outstanding 2021 Term Loan Facility principal equal to $120.0 million and £410.2 million, or $531.6 million, and was otherwise used for general corporate purposes.

Long-term debt as of March 28, 2025 increased by $1.3 billion compared to September 27, 2024 primarily due to the Company entering into the 2025 Term Loan Facility for a combined amount of $731.4 million (see Note 12 - Borrowings ), and an increased draw on the revolving credit facility of $672.0 million to fund share buybacks, dividends and taxes paid on vested restricted stock, offset by the termination of the 2021 Term Loan - USD portion.

Short-term debt as of March 28, 2025 decreased by $875.8 million compared to September 27, 2024 primarily due to the Equity-for-Debt Transaction, pursuant to which the Company extinguished $311.5 million under the GBP 2021 Term Loan, in exchange for its approximately 19.5 million shares in Amentum, and the entry to the 2025 Term Loan Facility, the proceeds of which were used to extinguish the remaining $531.6 million under the GBP 2021 term loan contract.

For more information, please refer to Note - 12 Borrowings and Note 15 - Discontinued Operations.

In connection with the Post-Closing Additional Merger Consideration relating to the Separation Transaction, the Company became entitled to receive approximately 7.3 million Amentum shares from the 9.7 million shares held in escrow.

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

Please refer to Note 15 - Discontinued Operations for additional details.

On April 10, 2025, the Company collected $70 million in receivables related to final settlement of net working capital, the balance of which is reflected in Receivables and Contract Assets in the March 28, 2025 Consolidated Balance Sheet.

The cash was utilized to pay down amounts owed under the Company’s Revolving Credit Facility on the same day.

Please refer to Note 15 - Discontinued Operations for additional details.

On February 6, 2023, the Company refinanced its Revolving Credit Facility, and on February 16, 2023, the Company issued the 5.90% Bonds in the aggregate principal amount of $500.0 million.

On August 18, 2023, the Company issued the 6.35% Bonds in the aggregate principal amount of $600.0 million.

See Note 12 - Borrowings for further discussion relating to the terms of the 5.90% Bonds, the 6.35% Bonds, the Revolving Credit Facility and 2021 Term Loan Facility following the issuances and refinancing.

We believe we have adequate liquidity and capital resources to fund our projected cash requirements for the next twelve months based on the liquidity provided by our cash and cash equivalents on hand, our borrowing capacity and our continuing cash from operations.

We were in compliance with all of our debt covenants at December 27, 2024.

See Note 12 - Borrowings for further discussion relating to the terms of the 5.90% Bonds, the 6.35% Bonds, and the Revolving Credit Facility following the issuances and refinancing.

We believe we have adequate liquidity and capital resources to fund our projected cash requirements, including acquisitions, if any, and financing activities such as debt servicing, share buybacks and dividends for the next twelve months based on the liquidity provided by our cash and cash equivalents on hand, our borrowing capacity and our continuing cash from operations.

We were in compliance with all of our debt covenants at March 28, 2025.

Supplemental Obligor Group Financial Information

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This summarized financial information (in thousands) has been prepared and presented pursuant to Regulation S-X Rule 13-01, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities” and is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S.

Three Months Ended

(in thousands) December 27, 2024

Six Months Ended

(in thousands) March 28, 2025

Summarized Statement of Earnings Data

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Noncontrolling interests $ (3,235)

(in thousands) December 27, 2024 September 27, 2024

(in thousands) March 28, 2025 September 27, 2024

Summarized Balance Sheet Data

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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 2. Management’s Discussion and Analysis