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Item 2. Management’s Discussion and Analysis

2025-08-05 compared with 2025-05-06 · 163 added, 140 removed, 210 unchanged (59% 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 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.

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 June 27, 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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• 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;

or foreign tax laws, including the OBBBA, 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, 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.

Whether tackling water scarcity, aging infrastructure, access to life-saving therapies or sophisticated cyberattacks, we take on some of the world’s biggest challenges, bringing a different way of thinking to everything we do.

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 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 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.” 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.

At Jacobs, our values and our brand promise — Challenging today .

Reinventing tomorrow — drive us to deliver innovative solutions and sustainable outcomes for the world’s most complex challenges.

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

From advisory and consulting to feasibility, planning, design, program and lifecycle management, we help create a more connected and sustainable world.

We address critical global issues — from water scarcity and aging infrastructure to access to life-saving therapies and cyber resilience — by channeling our creativity, agility and domain expertise to deliver value for our clients and society.

Over the past seven years, Jacobs has transformed into a science-based consulting and advisory leader , focused on delivering resilient, digitally enabled solutions for some of the world’s most complex sustainability, critical infrastructure and advanced manufacturing challenges.

Strategic acquisitions — including a 65% stake in PA Consulting Group Limited ("PA Consulting"), as well as BlackLynx and StreetLight — have strengthened our capabilities in high-value critical infrastructure and technology-enabled solutions.

In February 2025, we announced our multi-year growth strategy, Challenge Accepted, accelerating our evolution into a more focused, high-performing business.

Aligned with our long-term financial framework, this strategy positions us to drive profitable growth and deliver scalable, end-to-end solutions across Water and Environmental, Life Sciences and Advanced Manufacturing, and Critical Infrastructure.

As global challenges like urbanization, infrastructure modernization, digital evolution and environmental resilience grow more complex, our integrated delivery model brings together the full strength of our capabilities across all our markets.

This synergy enables us to deliver rapid, large-scale outcomes meeting evolving client needs and advancing our mission to build a more resilient, sustainable future.

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 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.

We harness our data and digital capabilities, products and tools to help clients operate more efficiently, safely and intelligently.

We invest in cutting-edge digital, data and AI solutions that empower our clients' decision-making across the entire asset lifecycle — from capital planning and operations to cybersecurity and operational technology.

Our solutions span data analytics and insights, digital architecture, advisory and transformation, software development, and cybersecurity and operational technology.

These capabilities drive greater efficiency, resilience and sustainability — enabling clients to unlock the value of their data and digital infrastructure.

Consulting and Advisory

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.

Together, we deliver end-to-end support across the full project lifecycle, from early-stage strategy to implementation.

Our collaborative approach enables clients to tackle complex challenges, accelerate sustainable growth and shape a smarter, more resilient future.

Operating Segments

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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.

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

Our core skills revolve around consulting, planning, architecture, design, engineering, infrastructure delivery services including project, program and construction management and long-term operation of facilities.

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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 globally.

We serve national, state and local government clients across multiple regions — including the U.S., U.K., Europe, the Middle East and Asia Pacific — and multinational and local private sector organizations globally.

PA Consulting

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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.

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.

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

In the U.S., we are working with Dallas Fort Worth International Airport to drive operational efficiencies through the use of AI as part of their digital transformation initiative.

We're also contributing to the Frederick Douglass Tunnel program — one of the nation's largest transportation infrastructure investments.

In England, we provide engineering, technical advice and innovation services to National Highways.

We’re building an AI blueprint for Hertfordshire County Council, one of England’s largest councils.

We're also delivering technical project management for the U.K.

Department for Energy Security & Net Zero’s Carbon Capture, Usage and Storage program, a cornerstone of the U.K.’s net-zero ambitions.

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

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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 and six months ended March 28, 2025 and March 29, 2024

Results of Operations for the three and nine months ended June 27, 2025 and June 28, 2024

(in thousands, except per share information)

For the Three Months Ended For the Six Months Ended

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

For the Three Months Ended For the Nine Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Revenues $ 3,031,768 $ 2,883,384 $ 8,875,139 $ 8,540,791

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

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

Total other expense, net (152,825) (39,235) (308,095) (78,030)

Miscellaneous income (expense), net 38,844 1,550 (194,523) (5,118)

Total other income (expense), net 10,090 (34,521) (298,006) (112,551)

Earnings from Continuing Operations Before Taxes 245,104 136,465 354,073 383,680

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Net (Loss) Earnings of the Group from Discontinued Operations, net of tax (1,629) 67,703 (8,180) 187,232

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

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

Net Earnings of the Group 189,723 158,896 184,416 513,886

Net (Earnings) Loss Attributable to Noncontrolling Interests from Continuing Operations (4,442) (4,858) 1,209 (13,037)

Net Earnings Attributable to Redeemable Noncontrolling Interests (5,676) (3,411) (18,539) (10,112)

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

Net Earnings Attributable to Jacobs from Continuing Operations 181,234 82,924 175,266 303,505

Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations — (3,693) — (10,080)

Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations (1,629) 64,010 (8,180) 177,152

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

Net Earnings Attributable to Jacobs $ 179,605 $ 146,934 $ 167,086 $ 480,657

Net Earnings Per Share:

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Basic Net (Loss) Earnings from Discontinued Operations Per Share $ (0.01) $ 0.51 $ (0.07) $ 1.41

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

Basic Earnings Per Share $ 1.55 $ 1.17 $ 1.47 $ 3.84

Diluted Net Earnings from Continuing Operations Per Share $ 1.56 $ 0.66 $ 1.53 $ 2.42

Diluted Net (Loss) Earnings from Discontinued Operations Per Share $ (0.01) $ 0.51 $ (0.07) $ 1.40

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.

Diluted Earnings Per Share $ 1.55 $ 1.17 $ 1.46 $ 3.82

Overview – Three and Nine Month Periods Ended June 27, 2025

Net earnings attributable to the Company from continuing operations for the third fiscal quarter of 2025 were $181.2 million (or $1.56 per diluted share), an increase of $98.3 million, from net earnings of $82.9 million (or $0.66 per diluted share) for the corresponding period last year.

Gross profit increased by $37.5 million for the third fiscal quarter of 2025 compared to the fiscal 2024 period primarily driven by stronger performance in our I&AF operating segment, specifically in the Europe, Energy & Power and Americas businesses, as well as growth in our PA Consulting business.

Reported net earnings for the third fiscal quarter of 2025 were also favorably impacted by a decrease in pre-tax Restructuring and other charges and transaction costs of $28.7 million reported in Selling, general & administrative ("SG&A") expenses compared to the fiscal 2024 period associated with expenses incurred relating to the Separation Transaction (mainly professional services and employee separation costs), as well as favorable comparative results in Other income (expense), net for the current quarter of $44.6 million, offset by higher income tax expense of $8.5 million year over year for the third fiscal quarter of 2025.

Included in the Company’s Other income (expense), net for the third fiscal quarter of 2025 were $27.4 million in pre-tax fair value gains associated with our investment in Amentum stock after finalization of the Separation Transaction, as well as $9.8 million in income from the Transition Services Agreement (the "TSA") with Amentum associated with the Separation Transaction (see Note 15- Discontinued Operations ) and comparatively lower year over year net interest expense of $7.3 million.

Net loss attributable to the Company from discontinued operations for the third fiscal quarter of 2025 was $(1.6) million (or $(0.01) per diluted share), a decrease of $65.6 million, from net earnings of $64.0 million (or $0.51 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.

For the nine months ended June 27, 2025, net earnings attributable to the Company from continuing operations was $175.3 million (or $1.53 per diluted share), a decrease of $128.2 million, from net earnings of $303.5 million (or $2.42 per diluted share) for the corresponding period last year.

Our reported net earnings for the nine months ended June 27, 2025 were favorably impacted by higher gross profit of $120.4 million year over year primarily driven by stronger performance in our I&AF operating segment, specifically in the Advanced Facilities, Europe and Asia, Pacific and Middle East (APME) businesses, as well as growth in our PA Consulting business and a decrease in pre-tax Restructuring and other charges and transaction costs of $73.1 million reported in SG&A expenses associated with expenses incurred relating to the Separation Transaction (mainly professional services and employee separation costs), which are discussed in Note 17- Restructuring and Other Charges, offset in part by $20.9 million in SG&A expenses associated with the TSA with Amentum and year over year increases in underlying personnel costs and other department spend.

While current year results reflected higher year-over-year underlying operating profit, the Company’s results from continuing operations for the nine months ended June 27, 2025 were impacted by unfavorable reductions in Other income (expense), net of $185.5 million and higher income tax expense of $104.5 million, with the unfavorable impacts in Other income (expense), net due mainly to $227.3 million in pre-tax fair value losses and other related expenses relating to our investment in Amentum stock in connection with the Separation Transaction and $20.5 million in discounts and expenses recorded to loss on extinguishment of debt associated with our Equity-for-Debt Transaction on March 13, 2025 (see Note 12- Borrowings and Note 15- Discontinued Operations) , offset in part by comparatively lower net interest expense of $24.5 million for the nine months ended June 27, 2025 and $31.5 million of TSA-related income.

For the nine months ended June 27, 2025, net loss attributable to the Company from discontinued operations was $(8.2) million (or $(0.07) per diluted share), a decrease of $185.3 million, from net earnings of $177.2 million (or $1.40 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.

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Consolidated Results of Operations

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.

Revenues for the third fiscal quarter of 2025 were $3.03 billion, an increase of $148.4 million, or 5.1%, from $2.88 billion for the corresponding period last year.

For the nine months ended June 27, 2025, revenues were $8.88 billion, an increase of $334.3 million, or 3.9%, from $8.54 billion for the corresponding period last year.

Revenue increases for both the three and nine 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, APME and Americas business operations for both quarterly and year to date comparative periods presented.

Our revenues were favorably impacted by foreign currency translation of $37.2 million and $34.8 million for

the three and nine months ended June 27, 2025, respectively, across our international businesses, as compared to an unfavorable impact of $0.8 million and favorable impact of $58.2 million for the three and nine months ended June 28, 2024, respectively.

Gross profit for the third fiscal quarter of 2025 was $758.4 million, an increase of $37.5 million, or 5.2%, from $720.9 million for the corresponding period last year, with gross profit margins of 25.0% for both periods.

Gross profit for the nine months ended June 27, 2025 was $2,218.0 million, an increase of $120.4 million, or 5.7%, from $2,097.6 million for the corresponding period last year, with gross profit margins of 25.0% and 24.6% 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 project mix primarily in the nine month period.

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 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.

Selling, general & administrative expenses for the three and nine months ended June 27, 2025 were $523.4 million and $1,565.9 million, respectively, as compared to $550.0 million and $1,601.4 million for the corresponding periods last year, representing a decrease of $26.6 million or 4.8% and $35.5 million or 2.2%, respectively.

SG&A expenses for the three and nine months ended June 27, 2025 were impacted by decreases of $28.7 million and $73.1 million, respectively, in Restructuring and other charges costs associated with the Separation Transaction, mainly comprised of professional services, compared to the prior year.

These favorable items were partially offset by expenses associated with the TSA with Amentum of $4.7 million and $20.9 million in the three and nine months ended June 27, 2025, respectively.

SG&A expenses for the nine months ended June 27, 2025 were further unfavorably impacted by an increase of $7.8 million in expenses associated with IT related software licensing and other costs as well as year over year increases in underlying personnel costs and other department spend.

Lastly, SG&A expenses included unfavorable foreign exchange impacts of $6.2 million and $4.5 million, respectively, for the three and nine months ended June 27, 2025, as compared to favorable impacts of $2.6 million and unfavorable impacts of $0.3 million, respectively, for the corresponding periods last year.

Net interest expense for the three and nine months ended June 27, 2025 was $28.8 million and $83.0 million, respectively, a decrease of $7.3 million and $24.5 million from $36.1 million and $107.4 million, or 20.3% and 22.8%, respectively, for the corresponding periods last year.

The decrease in net interest expense for the three and nine months ended June 27, 2025 was primarily due to a decrease in interest expense driven by lower outstanding debt balances, as proceeds associated with the Separation Transaction were used for the repayment of debt in both the fourth quarter of fiscal 2024 and in the current quarter.

Loss on extinguishment of debt for the nine months ended June 27, 2025 was $20.5 million, which includes 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 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.

tax on foreign earnings of $4.5 million.

Miscellaneous income (expense) net for the three and nine months ended June 27, 2025 was $38.8 million and $(194.5) million, respectively, in comparison to $1.6 million and $(5.1) million for the corresponding periods last year.

The increase of $37.3 million and decrease of $(189.4) million for the three and nine months ended June 27, 2025, respectively, were mainly due to $27.4 million and $(227.3) million in mark-to-market gains (losses) and other related expenses associated with our investment in Amentum stock in connection with the Separation Transaction.

Miscellaneous income (expense) net was also favorably impacted by $9.8 million and $31.5 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 June 27, 2025 and June 28, 2024 were 21.9% and 33.2%, respectively.

Significant items contributing to differences 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 June 27, 2025 were U.S.

state income tax expense and U.S.

tax on foreign earnings.

These expense items were offset by a return-to-provision income tax benefit, mainly attributable to additional research and development credits claimed on the U.S.

federal tax return.

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 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 .

federal corporate tax rate of 21.0% and the Company's effective tax rate of 33.2% for the three-month period ended June 28, 2024 were related to U.S.

state income tax expense, U.S.

tax on foreign earnings and income tax expense related to foreign exchange gains associated with change in assertion on intercompany loans that were previously indefinitely reinvested.

These expense items were partly offset by a return-to-provision income tax benefit, mainly attributable to additional research and development credits claimed on the U.S.

federal tax return.

The Company’s effective tax rates from continuing operations for the nine months ended June 27, 2025 and June 28, 2024 were 45.6% and 14.9% , 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 nine-month period ended June 27, 2025 were related to $63.1 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 and U.S.

tax on foreign earnings.

These expense items were partly offset by a return-to-provision income tax benefit mainly attributable to additional research and development credits claimed on the U.S.

federal tax return.

The U.S state income tax 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 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.

federal corporate tax rate of 21.0% and the Company's effective tax rate of 14.9% for the nine-month period ended June 28, 2024 were 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.

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.

This benefit was partly offset by U.S.

state income tax expense, U.S.

tax on foreign earnings and income tax related to foreign exchange gains associated with change in assertion on intercompany loans that were previously indefinitely reinvested.

Net (earnings) loss attributable to noncontrolling interests from continuing operations for the three and nine months ended June 27, 2025 were $(4.4) million and $1.2 million, respectively, as compared to $(4.9) million and $(13.0) million for the corresponding periods last year.

The change in noncontrolling interests for the nine months ended June 27, 2025 primarily resulted 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 second fiscal quarter of 2025.

Net earnings attributable to redeemable noncontrolling interests for the three and nine months ended June 27, 2025 were $(5.7) million and $(18.5) million, respectively, and $(3.4) million and $(10.1) 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 $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.

We will likely incur additional charges under this program through fiscal 2025, which are expected to result in additional savings in future periods.

The Company incurred approximately $20.5 million during the nine months ended June 27, 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 by the end of calendar year 2025, are expected to result in estimated gross annualized pre-tax cash savings of approximately $155 million to $190 million.

We will likely incur additional charges under this program through the end of calendar year 2025, which are expected to result in additional savings in future periods.

During third quarter fiscal 2023, the Company approved a plan to improve business processes and cost structures of our PA Consulting investment by reorganizing senior management and reducing headcount.

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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 Six Months Ended

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

Three Months Ended Nine Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Revenues from External Customers:

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Total $ 3,031,768 $ 2,883,384 $ 8,875,139 $ 8,540,791

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Segment Operating Profit:

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GAAP Operating Profit 235,014 170,986 652,079 496,231

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

Total Other Income (Expense), net (3) 10,090 (34,521) (298,006) (112,551)

Earnings Before Taxes from Continuing Operations

$ 245,104 $ 136,465 $ 354,073 $ 383,680

(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).

(1) The nine months ended June 27, 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 period.

(2) The three and nine months ended June 27, 2025 and June 28, 2024 included $22.0 million and $47.1 million, respectively, and $50.8 million and $120.3 million, respectively, in restructuring and other charges relating to the Separation Transaction (primarily professional services and employee separation costs), as well as certain subsidiary level compensation based agreements.

The three and nine months ended June 27, 2025 included approximately $4.7 million and $20.9 million, respectively, in charges associated with the Company's TSA with Amentum.

(3) The three and nine months ended June 27, 2025 included gains of $27.4 million and losses of $227.3 million, respectively, mainly related to mark-to-market adjustments and other related charges associated with our investment in Amentum stock in connection with the Separation Transaction, as well as $9.8 million and $31.5 million, respectively, in income associated with the Company's TSA with Amentum (see Note 15- Discontinued Operations).

The nine months ended June 27, 2025 included $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 Six Months Ended

Three Months Ended Nine Months Ended

(in thousands)

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

June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Revenue $ 2,699,062 $ 2,595,113 $ 7,928,023 $ 7,652,552

Operating Profit $ 235,975 $ 208,171 $ 649,514 $ 579,659

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.

Revenues for the I&AF segment for the three and nine months ended June 27, 2025 were $2.70 billion and $7.93 billion, respectively, an increase of $103.9 million and $275.5 million, or 4.0% and 3.6%, compared to $2.60 billion and $7.65 billion for the corresponding periods last year.

The increase in revenues for the three and nine months ended June 27, 2025 was driven primarily from stronger performance in its Advanced Facilities, Americas and APME business operations.

This was partly offset by a reserve recorded in second quarter fiscal 2025 associated 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 nine months ended June 27, 2025.

Additionally, foreign currency translation had approximately $18.9 million and $8.3 million in favorable impacts on revenues for the three and nine months ended June 27, 2025, respectively, as compared to $3.1 million in unfavorable and $26.9 million in favorable impacts in the corresponding prior year periods.

Operating profit for the I&AF segment for the three and nine months ended June 27, 2025 was $236.0 million and $649.5 million, respectively, an increase of $27.8 million and $69.9 million, or 13.4% and 12.1%, from $208.2 million and $579.7 million for the corresponding periods last year.

The increase for the three and nine months ended June 27, 2025 was a result of higher year over year segment revenues mentioned above, along with increased margin quality associated with higher volume year over year as well as favorable impacts from project mix.

Higher operating profit in the nine months ended June 27, 2025 compared to prior year was partially offset by a reserve recorded in second quarter fiscal 2025 associated 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 nine months ended June 27, 2025.

Foreign currency translation had approximately $2.7 million and $2.0 million in favorable impacts on operating profit for three and nine months ended June 27, 2025, respectively, as compared to $0.2 million and $9.5 million in favorable impacts in the corresponding prior year periods.

PA Consulting

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

(in thousands) June 27, 2025 June 28, 2024 June 27, 2025 June 28, 2024

Revenue $ 332,706 $ 288,271 $ 947,116 $ 888,239

Operating Profit $ 72,418 $ 62,889 $ 206,502 $ 177,513

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.

Revenues for the PA Consulting segment for the three and nine months ended June 27, 2025 were $332.7 million and $947.1 million, respectively, reflecting an increase of $44.4 million and $58.9 million, or 15.4% and 6.6% from $288.3 million and $888.2 million in the corresponding period last year.

The increase in revenue for the three months ended June 27, 2025 was primarily driven by improved performance in public sector work (through the defence and security and public services sectors), partly offset by reductions in consumer & manufacturing and financial services.

The nine month increase was mainly due to improved performance in PA Consulting's health & life sciences business, partly offset by reductions in consumer & manufacturing and financial services businesses.

Foreign currency translation had approximately $18.2 million and $26.6 million in favorable impacts on revenues for the three and nine months ended June 27, 2025, respectively, as compared to $2.3 million and $31.4 million in favorable impacts in the corresponding prior year period.

Operating profit for the segment for the three and nine months ended was $72.4 million and $206.5 million, respectively, an increase of $9.5 million and $29.0 million, or 15.2% and 16.3% from $62.9 million and $177.5 million in the corresponding period last year.

The year over year increases were mainly attributable to improved revenues as mentioned above, combined with favorable impacts from reduced costs.

Backlog Information

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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

The following table summarizes our backlog at June 27, 2025 and June 28, 2024 (in millions):

June 27, 2025 June 28, 2024

Infrastructure & Advanced Facilities $ 22,270 $ 19,489

1 unchanged sentence

Total $ 22,690 $ 19,858

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.

The increase in backlog in I&AF from June 28, 2024 was predominantly driven by growth across Water, Advanced Manufacturing and Transportation markets.

The increase in backlog in PA Consulting from June 28, 2024 was primarily driven by organic year-over-year growth of the business including some material sales in the third 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 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").

At June 27, 2025, our principal sources of liquidity consisted of $1.29 billion in cash and cash equivalents and $1.59 billion of available borrowing capacity under our $2.25 billion revolving credit agreement (the "Revolving Credit Facility").

See Note 12 - Borrowings for more information.

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

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 Six Months Ended

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

Cash and cash equivalents at June 27, 2025 were $1.29 billion, representing an increase of $148.5 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 Business, see Note 15 - Discontinued Operations for more information):

For the Nine Months Ended

(In thousands) June 27, 2025 June 28, 2024

Net cash provided by operating activities $ 303,619 $ 858,141

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Repayments of long-term borrowings (926,800) (2,194,423)

Proceeds from short-term borrowings — 1,106

Repayments of short-term borrowings (656,981) (31,882)

6 unchanged sentences

Repurchase of redeemable noncontrolling interests (8,472) (41,788)

Net cash provided by (used for) financing activities 106,634 (230,796)

Proceeds from issuances of redeemable noncontrolling interests — 19,761

Cash Impact from Distribution of SpinCo Business

Net cash used for financing activities (126,169) (492,567)

Effect of Exchange Rate Changes 17,990 12,215

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Cash and Cash Equivalents, including Restricted Cash of Continuing Operations at the End of the Period $ 1,295,980 $ 1,016,365

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.

Our net cash flow provided by operations of $303.6 million during the nine months ended June 27, 2025 was unfavorable by $554.5 million in comparison to the cash flow provided by operations of $858.1 million in the corresponding prior year period (which included discontinued operations of the separated SpinCo Business).

On a continuing operations basis, our cash from operations was unfavorable by $266.0 million compared to the prior year period.

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 $82.0 million within accrued liabilities, offset by a year-over-year improvement in net earnings from continuing operations after adjustments to reconcile net earnings from continuing operations to net cash flows provided by operations on a continuing operations basis.

Our net cash used for investing activities during the nine months ended June 27, 2025 was $46.4 million, compared to cash used for investing activities of $95.0 million in the corresponding prior year period (which included $9.3 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 used for financing activities during the nine months ended June 27, 2025 was $126.2 million.

This was driven by share repurchases of $653.2 million, $114.8 million in dividends to shareholders, and $27.0 million in taxes paid on vested restricted stock, which was offset by net proceeds from borrowings of $589.4 million due to lower repayments compared to the prior year period and the receipt of $70 million associated with the final settlement of the post-closing working capital adjustment from the distribution of the SpinCo Business.

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

Cash used for financing activities in the corresponding prior year period was

$492.6 million, due primarily to share repurchases of $346.4 million, $106.4 million in dividends to shareholders, and $22.0 million in net redeemable noncontrolling interests purchase and issuance activity related to PA Consulting.

At June 27, 2025, the Company had approximately $223.9 million in cash and cash equivalents held in the U.S.

and $1.1 billion held outside of the U.S.

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

The Company had $229.8 million in letters of credit outstanding at June 27, 2025.

Of this amount, $0.3 million was issued under the Revolving Credit Facility and $229.5 million was issued under separate, committed and uncommitted letter-of-credit facilities.

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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.

See Note 12 - Borrowings.

Long-term debt as of June 27, 2025 increased by $1.2 billion compared to September 27, 2024 primarily due to the Company entering into the 2025 Term Loan Facility for a combined amount of $763.0 million (see Note 12 - Borrowings ), and an increased draw on the revolving credit facility of $515.0 million to fund share buybacks, dividends and taxes paid on vested restricted stock, partly offset by the termination of the 2021 Term Loan - USD portion.

Short-term debt as of June 27, 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.

On April 30, 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 which was 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.

On April 10, 2025, the Company collected $70 million in receivables related to final settlement of the post-closing working capital adjustment from the distribution of the SpinCo Business.

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

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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.

We believe we have adequate liquidity and capital resources to fund our projected cash requirements for acquisitions including any potential transaction relating to PA Consulting 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 June 27, 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.

Six Months Ended

(in thousands) March 28, 2025

Nine Months Ended

(in thousands) June 27, 2025

Summarized Statement of Earnings Data

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Noncontrolling interests $ (1,494)

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

(in thousands) June 27, 2025 September 27, 2024

Summarized Balance Sheet Data

11 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis