What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-02-03 compared with 2025-08-05 · 186 added, 205 removed, 168 unchanged (70% 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 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.

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 26, 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:

10 unchanged sentences

Such factors include but are not limited to:

• uncertainties as to the possibility that the closing conditions for the proposed transaction with PA Consulting may not be satisfied or waived, on a timely basis or otherwise;

the risks that any consents or approvals, including any regulatory approvals, required in connection with the proposed transaction may not be received;

the risk that the proposed transaction may not be completed on the terms or in the time-frame expected by the parties;

unexpected costs, liabilities, charges or expenses related to the proposed transaction and the actual terms of any financings that will be obtained for the transaction;

our ability to fully integrate PA Consulting into our business;

our ability to realize the estimated synergies of the proposed transaction;

and our ability to retain and hire key personnel, customers or suppliers while the proposed transaction is pending or after it is completed;

• general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates and foreign currency exchange rates, changes in capital markets and stock market volatility, instability in the banking industry, labor shortages, or the impact of a possible recession or economic downturn or changes to monetary or fiscal policies or priorities in the U.S.

1 unchanged sentence

• 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 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;

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, including any directive to federal agencies to reduce federal spending or the size of the federal workforce, and changes in U.S.

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;

• 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, including any directive to federal agencies to reduce federal spending or the size of the federal workforce, and changes in U.S.

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 on-going tensions in the Middle East, among others;

• the impact of any pandemic, and any resulting economic downturn on our results, prospects and opportunities, measures or restrictions imposed by governments and health officials in response to the pandemic, as well as the inability of governments in certain of the countries in which we operate to effectively mitigate the financial or other impacts of any future pandemics or infectious disease outbreaks on their economies and workforces and our operations therein.

8 unchanged sentences

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

With a global team of approximately 43,000 , we provide end-to-end capabilities across advanced manufacturing, cities & places, energy, environmental, life sciences, transportation and water.

Our services span advisory and consulting, feasibility and planning, through to design, program delivery and lifecycle management — helping to create a more connected and sustainable world.

From addressing water scarcity and aging infrastructure to access to life-saving therapies and cyber resilience, we combine creativity, agility and deep domain expertise to deliver outcomes that matter.

Our integrated approach enables clients to meet urgent needs today while preparing for the opportunities of tomorrow.

Over the past eight years, Jacobs has transformed into a science-based consulting and advisory leader, focused on delivering digitally enabled, resilient solutions to complex sustainability, critical infrastructure and advanced manufacturing challenges.

Strategic acquisitions, including a 65% stake in PA Consulting Group Limited ("PA Consulting") in fiscal 2021, along with the digital and data business solutions acquired with the BlackLynx and StreetLight acquisitions — have strengthened our capabilities in high-value technology-enabled solutions.

In February 2025, we launched Challenge Accepted , our multi-year growth strategy designed to sharpen our focus and accelerate our performance.

Aligned with our long-term financial framework, this strategy positions us to drive profitable growth and deliver scalable, full lifecycle 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 intensify, our integrated delivery model unites the full breadth of our capabilities — from strategy through execution – across our end markets.

This synergy enables us to deliver rapid, large-scale outcomes that anticipate evolving client

needs and advance a more resilient, sustainable future where technology elevates human ingenuity and unlocks new possibilities for collaboration and problem-solving.

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 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.

Through the expertise of our people and ongoing investment in artificial intelligence (AI) and next-generation digital solutions, we empower our clients' decision-making across the entire asset lifecycle — from capital planning and operations to cybersecurity and operational technology.

Our capabilities in data analytics, digital architecture, advisory and transformation, software development and cybersecurity enable clients to unlock the full value of their data and digital infrastructure to improve performance, resilience and sustainability.

Through our strategic partnership with PA Consulting, we are expanding our high-end advisory services and deploying our collective strengths to help clients adapt, innovate and transform.

Together, we deliver integrated support across the full project lifecycle — from early-stage strategy to implementation — enabling clients to tackle complex challenges, accelerate sustainable growth and shape a smarter, more resilient future.

Operating Segments

The services we provide to our markets fall into the following two operating segments:

The services we provide to our end markets fall into the following two operating segments:

1) Infrastructure & Advanced Facilities and 2) our majority investment in PA Consulting.

8 unchanged sentences

PA Consulting

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, the global innovation and transformation consultancy, 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 about 4,000, which includes strategists, innovators, designers, consultants, digital experts, scientists, engineers and technologists work across seven sectors:

4 unchanged sentences

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 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.

On a collective basis, we also benefit from the combined strengths of Jacobs and PA Consulting by deploying Jacobs' deep understanding of infrastructure delivery, capital asset cycles and highly technical program management together with PA Consulting's strategic advisory, innovation and transformation capabilities – enabling us to transform bold ideas into practical, optimized outcomes for our clients worldwide.

In the U.S., we’re supporting the digital transformation of Dallas Fort Worth International Airport and contributing to the Baltimore & Potomac Tunnel Replacement 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.

Through the U.K.’s largest government management consultancy framework, we're providing public sector organizations with streamlined access to advisory services.

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

8 unchanged sentences

As such, the financial results of the SpinCo Business are reflected in our Consolidated Statements of Earnings as discontinued operations for all periods presented.

No amounts remained held for spin at the end of fiscal 2024.

See Note 15- Discontinued Operations .

Prior to the Separation Transaction, Jacobs’ Critical Mission Solutions line of business provided a full spectrum of solutions for clients to address evolving challenges like digital transformation and modernization, national security and defense, space exploration, digital asset management, the clean energy transition, and nuclear decommissioning and cleanup.

For further information regarding separation activities that took place subsequent to the Separation Transaction closing, see Note 14- Discontinued Operations .

Prior to the Separation Transaction, Jacobs’ Critical Mission Solutions business provided a full spectrum of solutions for clients to address evolving challenges like digital transformation and modernization, national security and defense, space exploration, digital asset management, the clean energy transition, and nuclear decommissioning and cleanup.

Clients included government agencies, as well as private sector clients mainly in the aerospace, automotive, motorsports, energy and telecom sectors.

2 unchanged sentences

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 markets.

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

Certain portions of the DVS business related to advising on 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 were retained and are now part of I&AF.

Results of Operations for the three months ended December 26, 2025 and December 27, 2024

(in thousands, except per share information)

For the Three Months Ended For the Nine Months Ended

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

For the Three Months Ended

December 26, 2025 December 27, 2024

Revenues $ 3,293,281 $ 2,932,956

6 unchanged sentences

Interest expense (34,254) (34,820)

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

Miscellaneous income (expense), net 287 (130,107)

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

Total other expense, net (26,338) (155,271)

Earnings from Continuing Operations Before Taxes 206,223 53,147

Income Tax Expense from Continuing Operations (73,109) (57,149)

Net Earnings of the Group from Continuing Operations 191,352 91,193 192,596 326,654

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

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 (Loss) of the Group from Continuing Operations 133,114 (4,002)

Net Earnings (Loss) of the Group from Discontinued Operations, net of tax 554 (1,001)

Net Earnings (Loss) of the Group 133,668 (5,003)

Net Earnings Attributable to Noncontrolling Interests from Continuing Operations (2,440) (6,080)

Net Earnings Attributable to Redeemable Noncontrolling Interests (5,720) (7,047)

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

Net Earnings (Loss) Attributable to Jacobs from Continuing Operations 124,954 (17,129)

Net Earnings (Loss) Attributable to Jacobs from Discontinued Operations 554 (1,001)

Net Earnings (Loss) Attributable to Jacobs $ 125,508 $ (18,130)

Net Earnings Per Share:

Basic Net Earnings from Continuing Operations Per Share $ 1.56 $ 0.66 $ 1.54 $ 2.43

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

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 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 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.

See Note 15- Discontinued Operations.

Basic Net Earnings (Loss) from Continuing Operations Per Share $ 1.12 $ (0.10)

Basic Net Earnings (Loss) from Discontinued Operations Per Share $ — $ (0.01)

Basic Earnings (Loss) Per Share $ 1.12 $ (0.11)

Diluted Net Earnings (Loss) from Continuing Operations Per Share $ 1.11 $ (0.10)

Diluted Net Earnings (Loss) from Discontinued Operations Per Share $ — $ (0.01)

Diluted Earnings (Loss) Per Share $ 1.12 $ (0.11)

Per share amounts may not add due to rounding.

Overview – Three Months Ended December 26, 2025

Net earnings attributable to the Company from continuing operations for the first fiscal quarter of 2026 were $125.0 million (or $1.11 per diluted share), an increase of $142.1 million, from net loss of $(17.1) million (or $(0.10) per diluted share) for the corresponding period last year.

Our reported net earnings for the first fiscal quarter of 2026 were favorably impacted by pre-tax items, including higher gross profit of $44.0 million compared to the corresponding period last year, primarily driven by stronger performance in our Infrastructure & Advanced Facilities ("I&AF") operating segment, specifically in our International and Global Operations sectors, as discussed further below in the Segment Financial Information section.

Current year results from continuing operations for fiscal 2026 were also favorably impacted by a decrease in miscellaneous expense of $130.4 million primarily due to the absence of prior year mark-to-market losses of $145.2 million related to our investment in Amentum stock in connection with the Separation Transaction, partly offset by a decrease in TSA-related income included in miscellaneous income (expense).

Further, results were favorably impacted by a decrease in pre-tax Restructuring and other charges and transaction costs of $12.7 million reported in Selling, general & administrative ("SG&A") expenses compared to the fiscal 2025 period, primarily associated with the Separation Transaction (mainly professional services and employee separation costs), which are discussed in Note 16- Restructuring and Other Charges .

Income taxes for the three months ended December 26, 2025 were higher by $16.0 million from the corresponding period last year.

Our income tax expense was unfavorably impacted by $16.6 million in additional tax expense related to non-deductible incentive compensation associated with the Company's PA Consulting investment.

For discussion of discontinued operations, see Note 14- Discontinued Operations.

On January 2, 2026, Jacobs entered into an Implementation Deed (the “Implementation Deed”) with PA Consulting.

Pursuant to the Implementation Deed and certain related agreements, and subject to the terms and conditions thereof, Jacobs will acquire from shareholders of PA Consulting all of the remaining issued share capital of PA Consulting ("PA Shares") owned by the PA Consulting shareholders other than Jacobs and its affiliates.

The Company will acquire the PA Shares for an aggregate initial consideration of approximately £1.216 billion to be paid through a combination of cash and new shares of Jacobs' common stock, par value $1.00 per share (“Company Common Stock”), with the number of shares of Company Common Stock set at 20% of the aggregate initial consideration, net of certain PA Consulting shareholder expenses and after making payments with respect to certain PA Shares which the Company has agreed to acquire for 100% cash, and issued at a price of £100.20 per share, as set forth in the Implementation Deed.

The initial consideration is subject to adjustment in accordance with the terms of the Implementation Deed.

Assuming the transaction closes, on the second anniversary of the effective date as defined under the terms of the Implementation Deed, the Company will pay an additional £75 million in shares of Company Common Stock, cash or a combination thereof, as determined by the Company in its sole discretion (the transactions described in this paragraph, collectively, the “PA Consulting Transaction”).

The completion of the PA Consulting Transaction is subject to the satisfaction or waiver of certain closing conditions, including approvals by the PA Consulting shareholders, the High Court of Justice in England and Wales, the UK Secretary of State and the Danish Business Authority, and the consummation of certain related transactions.

The PA Consulting Transaction is expected to close in the second quarter of fiscal 2026.

Consolidated Results of Operations

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.

Revenues for the first fiscal quarter of 2026 were $3.29 billion, an increase of $360.3 million, or 12.3%, from $2.93 billion for the corresponding period last year.

The increase in revenues was mainly driven by the Company's I&AF business, as well as year-over-year revenue growth in our PA Consulting business.

The I&AF segment benefited primarily from stronger performance in our International and Global Operating sectors.

Our revenues for the first fiscal quarter of 2026 were also favorably impacted by foreign currency translation of $37.9 million in our international businesses, as compared to a favorable impact of $16.4 million for the for the first fiscal quarter of 2025.

Gross profit for the first fiscal quarter of 2026 was $765.3 million, an increase of $44.0 million, or 6.1%, from $721.3 million for the corresponding period last year, with gross profit margins of 23.2% and 24.6% for the respective periods.

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

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

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 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.

Selling, general & administrative expenses for the three months ended December 26, 2025 were $532.7 million, an increase of $19.8 million or 3.9% from $512.8 million for the corresponding period last year.

SG&A expenses for the three months ended December 26, 2025 were impacted by decreases of $12.7 million in Restructuring and other charges associated with the Separation Transaction, mainly comprised of professional services, and reductions of $7.9 million expenses associated with the TSA with Amentum.

These favorable items were more than offset by year-over-year increases in incentives of $21.6 million, and underlying personnel costs of $6.9 million, expenses associated with IT related software licensing and other IT costs of $3.8 million as well as other department spend.

Lastly, SG&A expenses were further impacted by unfavorable foreign exchange of $7.8 million for the three months ended December 26, 2025, as compared to unfavorable impacts of $3.2 million for the first fiscal quarter of 2025.

Net interest expense for the three months ended December 26, 2025 was $26.6 million, an increase of $1.5 million from $25.2 million, or 5.8% for the corresponding periods last year.

The increase in net interest expense for the three months ended December 26, 2025 was primarily due to a decrease in interest income driven by lower interest rates, partly offset by higher levels of cash in the current year compared to the prior year period.

Miscellaneous income, net for the three months ended December 26, 2025 was $0.3 million, an increase of $130.4 million in comparison to net expense of $(130.1) million for the corresponding period last year.

The favorability compared to the corresponding period last year was primarily due to the absence of first quarter fiscal 2025 mark-to-market losses and other related expenses associated with our investment in Amentum stock in connection with the Separation Transaction of $145.2 million.

These favorable items were partially offset by a decrease of $11.3 million in TSA-related income associated with the Separation Transaction as discussed in Note 14- Discontinued Operations .

The Company’s effective tax rates from continuing operations for the three months ended December 26, 2025 and December 27, 2024 were 35.5% and 107.5%, 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 items contributing to the difference between the statutory U.S.

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.

federal corporate tax rate of 21.0% and the Company's effective tax rate for the three-month period ended December 26, 2025 were $16.6 million of unfavorable tax impacts related to non-deductible incentive compensation associated with the Company's PA Consulting investment, as well as U.S.

state income tax expense of $5.8 million and U.S.

tax on foreign earnings of $4.6 million.

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

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.

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 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.

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.

federal corporate tax rate of 21.0% and the Company's effective tax rate of 107.5% for the three-month period ended December 27, 2024 were $37.0 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 $5.4 million and U.S.

tax on foreign earnings of $4.9 million.

Net earnings attributable to noncontrolling interests including redeemable noncontrolling interests for the three months ended December 26, 2025 were $(8.2) million, as compared to $(13.1) million for the corresponding period last year.

The decrease in total noncontrolling interests for the three months ended December 26, 2025 primarily reflects lower comparative earnings impacts of joint venture projects nearing completion in the current year period as well as an increase in the Company's noncontrolling share of expense associated with equity-based incentive grants as discussed in Note 15- PA Consulting Redeemable Noncontrolling Interests .

These unfavorable items were partly offset by higher net earnings results in our PA Consulting investment compared to the prior year period.

Restructuring and Other Charges

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

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.

The Company incurred approximately $1.4 million during the three months ended December 26, 2025 and $28.2 million and $42.0 million in fiscal 2025 and fiscal 2024, respectively, in pre-tax cash charges in connection with these initiatives.

These actions were substantially completed at the end of calendar year 2025 and are expected to result in estimated gross annualized pre-tax cash savings of approximately $165 million to $200 million.

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.

In connection with these initiatives, which are substantially completed, the Company incurred approximately $6.4 million and $14.3 million in fiscal 2024 and fiscal 2023, respectively, in pre-tax cash charges.

In connection with these initiatives, which are substantially completed, the Company incurred approximately $0.4 million during the three months ended December 26, 2025 and $1.9 million, $6.4 million and $14.3 million in fiscal 2025, 2024 and 2023, respectively, in pre-tax cash charges.

These activities are expected to result in estimated gross annualized pre-tax cash savings of approximately $50 million to $65 million.

1 unchanged sentence

Segment Financial Information

The following tables provide selected financial information for our operating segments and includes a reconciliation of segment operating profit to total U.S.

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 Nine Months Ended

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

The following tables present total revenues, direct cost of contracts, selling, general and administrative expenses and segment operating profit from continuing operations for each reportable segment (in thousands) and includes a reconciliation of segment operating profit to total U.S.

GAAP operating profit from continuing operations by including certain corporate-level expenses, Restructuring and other charges (as defined in Note 16 - Restructuring and Other Charges ) and transaction and integration costs (in thousands) for the periods ended:

December 26, 2025

Infrastructure & Advanced Facilities PA Consulting Total

Revenues from External Customers $ 2,938,848 $ 354,433 $ 3,293,281

Infrastructure & Advanced Facilities (1) $ 2,699,062 $ 2,595,113 $ 7,928,023 $ 7,652,552

PA Consulting 332,706 288,271 947,116 888,239

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

Three Months Ended Nine Months Ended

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

Direct cost of contracts

(2,293,163) (234,868) (2,528,031)

Selling, general and administrative expenses

(430,945) (34,672) (465,617)

Segment Operating Profit $ 214,740 $ 84,893 $ 299,633

Infrastructure & Advanced Facilities (1) $ 235,975 $ 208,171 $ 649,514 $ 579,659

PA Consulting 72,418 62,889 206,502 177,513

Total Segment Operating Profit 308,393 271,060 856,016 757,172

Restructuring, Transaction and Other Charges (1)

1 unchanged sentence

GAAP Operating Profit $ 232,561

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

Earnings Before Taxes from Continuing Operations

Total Other (Expense) Income, net

Earnings from Continuing Operations Before Taxes $ 206,223

(1) The three months ended December 26, 2025 included $2.2 million in restructuring and other charges relating to the Separation Transaction (primarily professional services and employee separation costs), as well as $1.8 million in restructuring and other charges relating to the PA Consulting Transaction (primarily professional services and dedicated internal personnel), and $22.7 million in charges for certain subsidiary level compensation based agreements.

December 27, 2024

Infrastructure & Advanced Facilities PA Consulting Total

Revenues from External Customers $ 2,626,208 $ 306,748 $ 2,932,956

Direct cost of contracts

(2,019,696) (191,993) (2,211,689)

(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).

Selling, general and administrative expenses

(396,237) (48,017) (444,254)

Segment Operating Profit $ 210,275 $ 66,738 $ 277,013

Restructuring, Transaction and Other Charges (1)

Amortization of Intangible Assets (38,661)

GAAP Operating Profit $ 208,418

Total Other (Expense) Income, net (2)

Earnings from Continuing Operations Before Taxes $ 53,147

(1) The three months ended December 27, 2024 included $15.0 million in restructuring and other charges relating to the Separation Transaction (primarily professional services and employee separation costs), $6.0 million in charges for certain subsidiary level compensation based agreements as well as $7.9 million in charges associated with the Company's TSA with Amentum.

(2) 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.

In evaluating the Company’s performance by operating segment, the Chief Operating Decision Maker ("CODM") reviews various metrics and statistical data for Infrastructure & Advanced Facilities and PA Consulting.

For more information, please refer to Note 18- Segment Information .

In addition, the Company attributes each segment's specific incentive compensation plan costs to the segments.

The methods for recognizing revenue, incentive fees, project losses and change orders are consistent among the segments.

Infrastructure & Advanced Facilities

Three Months Ended Nine Months Ended

Three Months Ended

(in thousands)

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

December 26, 2025 December 27, 2024

Revenue $ 2,938,848 $ 2,626,208

Operating Profit $ 214,740 $ 210,275

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.

Revenues for the I&AF segment for the three months ended December 26, 2025 were $2.9 billion, an increase of $312.6 million, or 12%, compared to $2.6 billion for the corresponding period last year.

The increase in revenues for the three months ended December 26, 2025 was driven primarily from stronger performance in its International and Global Operating sectors.

Additionally, foreign currency translation had approximately $25.0 million in favorable impacts on revenues for the three months ended December 26, 2025, as compared to $6.9 million in favorable impact in the corresponding prior year period.

Operating profit for the I&AF segment for the three months ended December 26, 2025 was $214.7 million, an increase of $4.5 million, or 2%, from $210.3 million for the corresponding period last year.

The increase for the three months ended December 26, 2025 was driven primarily by the revenue growth mentioned above, partially offset by an increase in Selling, general and administrative expenses.

Foreign currency translation had approximately $3.2 million in favorable impacts on operating profit for three months ended December 26, 2025, as compared to $0.7 million in favorable impacts in the corresponding prior year period.

PA Consulting

Three Months Ended Nine Months Ended

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

Three Months Ended

(in thousands) December 26, 2025 December 27, 2024

Revenue $ 354,433 $ 306,748

Operating Profit $ 84,893 $ 66,738

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.

Revenues for the PA Consulting segment for the three months ended December 26, 2025 were $354.4 million reflecting an increase of $47.7 million, or 16% from $306.7 million in the corresponding period last year.

The increase in revenue was due primarily to growth in PA Consulting's public services businesses (through the public services and defence and security sectors).

Foreign currency translation had approximately $12.9 million in favorable impacts on revenues for the three months ended December 26, 2025, as compared to $9.5 million in favorable impacts in the corresponding prior year period.

Operating profit for the segment for the three months ended was $84.9 million, an increase of $18.2 million, or 27% from $66.7 million in the corresponding period last year.

The year-over-year increase was mainly attributable to improved revenues as mentioned above, as well as favorable impacts from reduced Selling, general and administrative expenses.

Backlog Information

6 unchanged sentences

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 June 27, 2025 and June 28, 2024 (in millions):

June 27, 2025 June 28, 2024

The following table summarizes our backlog at December 26, 2025 and December 27, 2024 (in millions):

December 26, 2025 December 27, 2024

Infrastructure & Advanced Facilities $ 25,902 $ 21,484

1 unchanged sentence

Total $ 26,308 $ 21,815

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.

The increase in backlog in I&AF from December 27, 2024 was predominantly driven by growth across Advanced Manufacturing, Life Sciences and Water markets.

The increase in backlog in PA Consulting from December 27, 2024 was primarily driven by organic year-over-year growth of the business.

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.

1 unchanged sentence

Liquidity and Capital Resources

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").

At December 26, 2025, our principal sources of liquidity consisted of $1.55 billion in cash and cash equivalents and $1.61 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 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

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

Cash and cash equivalents at December 26, 2025 were $1.55 billion, representing an increase of $317.5 million from $1.24 billion at September 26, 2025, 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:

For the Three Months Ended

(In thousands) December 26, 2025 December 27, 2024

Net cash provided by operating activities $ 380,760 $ 107,456

3 unchanged sentences

Capital contributions to equity investees, net of return of capital distributions 334 932

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

Net cash used for investing activities (15,487) (7,920)

2 unchanged sentences

Repayments of long-term borrowings (474,000) (221,000)

Proceeds from short-term borrowings — 1,106

Repayments of short-term borrowings — (5,345)

Debt issuance costs (92) (1,606)

Proceeds from issuances of common stock 7,741 7,984

4 unchanged sentences

Repurchase of redeemable noncontrolling interests (403) (3,729)

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)

Net cash (used for) provided by financing activities (59,849) 112,154

Effect of Exchange Rate Changes 11,664 (58,180)

2 unchanged sentences

Cash and Cash Equivalents, including Restricted Cash, at the End of the Period $ 1,553,904 $ 1,300,441

Less Cash and Cash Equivalents included in Assets held for spin $ — $ (195,915)

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 $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.

Our net cash flow provided by operations of $380.8 million during the three months ended December 26, 2025 was favorable by $273.3 million in comparison to the cash flow provided by operations of $107.5 million in the corresponding prior year period.

The increase in cash from operations is driven by stronger year-over-year working capital performance primarily attributable to Receivables and contract assets, net of contract liabilities which included a favorable cash timing item at the end of the quarter that will reverse in the second quarter of fiscal 2026, as well as Accounts Payable.

Additionally, there were fewer year-over-year cash tax and Restructuring and Other Charges payments.

Our net cash used for investing activities during the three months ended December 26, 2025 was $15.5 million, compared to cash used for investing activities of $7.9 million in the corresponding prior year period due to higher levels of additions to plant, property and equipment in the current year.

Our net cash used for financing activities during the three months ended December 26, 2025 was $59.8 million.

This was driven by share repurchases of $252.1 million, $38.6 million in dividends to shareholders, and $16.3 million in taxes paid on vested restricted stock, partly offset by net proceeds from borrowings of $245.0 million.

Net cash provided by financing activities in the corresponding prior year period was $112.2 million, due primarily to 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.

At December 26, 2025, the Company had approximately $403.2 million in cash and cash equivalents held in the U.S.

and $1.15 billion held outside of the U.S.

1 unchanged sentence

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

The Company had $250.1 million in letters of credit outstanding at December 26, 2025.

Of this amount, $0.3 million was issued under the Revolving Credit Facility and $249.8 million was issued under separate, committed and uncommitted letter-of-credit facilities.

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.

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.

Long-term debt as of December 26, 2025 increased by $249.6 million compared to September 26, 2025 primarily due to an increased draw on the revolving credit facility of $245.0 million (see Note 12- Borrowings ) used to fund share buybacks, dividends and taxes paid on vested restricted stock.

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

Additionally, as noted below, on March 27, 2025, the Company and its subsidiary, entered into the 2025 Term Loan Facility (as noted below), 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 14 - 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 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.

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.

See Note 12 - Borrowings for additional information.

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

On April 30, 2025, the Company's 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 14- Discontinued Operations for additional details.

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.

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 proceeds of which were immediately utilized to pay down amounts owed under the Company’s Revolving Credit Facility.

Please refer to Note 14 - Discontinued Operations for additional details.

2 unchanged sentences

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 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.

On January 2, 2026, Jacobs entered into an Implementation Deed (the “Implementation Deed”) with PA Consulting.

The initial consideration is subject to adjustment in accordance with the terms of the Implementation Deed.

The PA Consulting Transaction is expected to close in the second quarter of fiscal 2026.

The upfront consideration, net of certain transaction expenses payable by the PA Consulting shareholders and after making payments with respect to certain PA Shares which the Company has agreed to acquire for 100% cash, will be paid 80% in cash and 20% in Jacobs’ shares.

As discussed above, the PA Consulting Transaction also includes deferred consideration of £75 million which is payable in Jacobs’ shares as valued on the two-year anniversary following closing, cash, or a combination thereof, at Jacobs’ election.

Jacobs intends to fund the cash portion of the upfront consideration through a combination of cash-on-hand and existing and incremental debt facilities.

We believe we have adequate liquidity and capital resources to fund our projected cash requirements for acquisitions including the PA Consulting Transaction as well as 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 generated from operations.

We were in compliance with all of our debt covenants at December 26, 2025.

Supplemental Obligor Group Financial Information

6 unchanged sentences

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.

Nine Months Ended

(in thousands) June 27, 2025

Three Months Ended

(in thousands) December 26, 2025

Summarized Statement of Earnings Data

4 unchanged sentences

Noncontrolling interests $ (863)

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

(in thousands) December 26, 2025 September 26, 2025

Summarized Balance Sheet Data

4 unchanged sentences

Current liabilities $ 1,059,114 $ 1,006,916

Current liabilities to Non-Guarantor Subsidiaries $ — $ —

Long-term Debt $ 2,486,022 $ 2,236,456

4 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