[10-Q] Jacobs Solutions Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Duke Energy (DUK) has signed an Investment Agreement with Brookfield-affiliated Peninsula Power Holdings to sell up to 19.7% of Florida Progress, the parent of Duke Energy Florida. The staged transaction totals $6 billion.
Phasing: an initial 9.2% stake will be issued for $2.8 billion at the First Closing, expected in early 2026 after FERC, CFIUS and NRC clearance. Four Subsequent Closings will add $0.2 bn, $0.5 bn, $1.5 bn and $1 bn by 6/30/28, with the investor allowed to accelerate payments. Consideration adjusts for Duke capital injections or Florida Progress debt reduction.
Key terms: customary reps & warranties, pre-closing operating covenants, and a $240 million break fee payable by Brookfield under specified terminations. A new LLC Agreement will grant Brookfield limited governance plus put/call and transfer rights.
Implications: The deal injects significant cash to fund regulated growth and could lower Duke’s financing needs, but reduces Duke’s long-term ownership in its Florida utility to about 80% and is contingent on multiple regulatory approvals and Brookfield’s option to complete later tranches.
Duke Energy (DUK) ha firmato un Accordo di Investimento con Peninsula Power Holdings, affiliata a Brookfield, per vendere fino al 19,7% di Florida Progress, la società madre di Duke Energy Florida. L'operazione complessiva ammonta a 6 miliardi di dollari.
Fasi: una partecipazione iniziale del 9,2% sarà ceduta per 2,8 miliardi di dollari al Primo Closing, previsto per l'inizio del 2026 dopo l'approvazione di FERC, CFIUS e NRC. Quattro Closing successivi aggiungeranno 0,2 mld, 0,5 mld, 1,5 mld e 1 mld entro il 30/06/28, con la possibilità per l'investitore di anticipare i pagamenti. Il corrispettivo sarà adeguato in base a eventuali aumenti di capitale di Duke o riduzioni del debito di Florida Progress.
Termini principali: rappresentazioni e garanzie consuete, impegni operativi pre-closing e una penale di 240 milioni di dollari a carico di Brookfield in caso di determinate risoluzioni. Un nuovo Accordo LLC concederà a Brookfield poteri di governance limitati, oltre a diritti di put/call e di trasferimento.
Implicazioni: L'accordo fornisce liquidità significativa per finanziare la crescita regolamentata e potrebbe ridurre le necessità di finanziamento di Duke, ma riduce la quota di proprietà a lungo termine di Duke nella sua utility della Florida a circa l'80% ed è subordinato a molteplici approvazioni regolamentari e all'opzione di Brookfield di completare le tranche successive.
Duke Energy (DUK) ha firmado un Acuerdo de Inversión con Peninsula Power Holdings, afiliada a Brookfield, para vender hasta el 19,7% de Florida Progress, la matriz de Duke Energy Florida. La transacción totaliza 6 mil millones de dólares.
Fases: una participación inicial del 9,2% se emitirá por 2,8 mil millones de dólares en el Primer Cierre, esperado a principios de 2026 tras la aprobación de FERC, CFIUS y NRC. Cuatro cierres posteriores añadirán 0,2 mil millones, 0,5 mil millones, 1,5 mil millones y 1 mil millones hasta el 30/06/28, con la opción para el inversionista de acelerar los pagos. La contraprestación se ajustará según las inyecciones de capital de Duke o la reducción de deuda de Florida Progress.
Términos clave: representaciones y garantías habituales, convenios operativos previos al cierre y una penalización de 240 millones de dólares que Brookfield deberá pagar en caso de terminaciones específicas. Un nuevo Acuerdo LLC otorgará a Brookfield gobernanza limitada, además de derechos de put/call y de transferencia.
Implicaciones: El acuerdo inyecta efectivo significativo para financiar el crecimiento regulado y podría reducir las necesidades de financiamiento de Duke, pero disminuye la propiedad a largo plazo de Duke en su compañía de servicios de Florida a aproximadamente el 80% y está condicionado a múltiples aprobaciones regulatorias y a la opción de Brookfield de completar las siguientes etapas.
Duke Energy (DUK)는 Brookfield 계열사인 Peninsula Power Holdings와 플로리다 프로그레스(Florida Progress, Duke Energy Florida의 모회사)의 최대 19.7% 지분을 매각하는 투자 계약을 체결했습니다. 전체 거래 금액은 60억 달러에 달합니다.
단계별 진행: 초기 9.2% 지분은 28억 달러에 1차 클로징에서 발행되며, 이는 FERC, CFIUS, NRC 승인 후 2026년 초에 예상됩니다. 이후 4회의 추가 클로징을 통해 각각 2억 달러, 5억 달러, 15억 달러, 10억 달러가 2028년 6월 30일까지 이루어지며, 투자자는 지불을 앞당길 수 있습니다. 대금은 Duke의 자본 투입 또는 Florida Progress의 부채 감소에 따라 조정됩니다.
주요 조건: 통상적인 진술 및 보증, 클로징 전 운영 약속, 그리고 특정 해지 시 Brookfield가 지급해야 하는 2억 4천만 달러의 위약금이 포함됩니다. 새로운 LLC 계약은 Brookfield에게 제한된 거버넌스 권한과 풋/콜 및 이전 권리를 부여합니다.
의미: 이번 거래는 규제 성장 자금 조달에 상당한 현금을 투입하며 Duke의 자금 조달 필요성을 줄일 수 있지만, Duke의 플로리다 유틸리티에 대한 장기 소유 지분을 약 80%로 낮추며, 여러 규제 승인과 Brookfield의 후속 지분 인수 옵션에 따라 달라집니다.
Duke Energy (DUK) a signé un accord d'investissement avec Peninsula Power Holdings, affiliée à Brookfield, pour vendre jusqu'à 19,7% de Florida Progress, la société mère de Duke Energy Florida. La transaction échelonnée s'élève à un total de 6 milliards de dollars.
Phases : une participation initiale de 9,2% sera émise pour 2,8 milliards de dollars lors du premier closing, prévu début 2026 après les autorisations de la FERC, du CFIUS et de la NRC. Quatre closings ultérieurs ajouteront 0,2 Md$, 0,5 Md$, 1,5 Md$ et 1 Md$ d'ici le 30/06/28, avec la possibilité pour l'investisseur d'accélérer les paiements. La contrepartie sera ajustée en fonction des apports en capital de Duke ou de la réduction de la dette de Florida Progress.
Conditions clés : déclarations et garanties habituelles, engagements opérationnels avant clôture, et une indemnité de rupture de 240 millions de dollars payable par Brookfield en cas de résiliations spécifiques. Un nouvel accord LLC accordera à Brookfield une gouvernance limitée ainsi que des droits de put/call et de transfert.
Implications : L'accord injecte des liquidités importantes pour financer la croissance réglementée et pourrait réduire les besoins de financement de Duke, mais diminue la participation à long terme de Duke dans sa société de services en Floride à environ 80% et dépend de multiples approbations réglementaires ainsi que de l'option de Brookfield de réaliser les tranches ultérieures.
Duke Energy (DUK) hat eine Investitionsvereinbarung mit Peninsula Power Holdings, einer Tochtergesellschaft von Brookfield, unterzeichnet, um bis zu 19,7% an Florida Progress, der Muttergesellschaft von Duke Energy Florida, zu verkaufen. Die gestaffelte Transaktion beläuft sich auf insgesamt 6 Milliarden US-Dollar.
Phasen: Ein anfänglicher Anteil von 9,2% wird beim ersten Closing für 2,8 Milliarden US-Dollar ausgegeben, das voraussichtlich Anfang 2026 nach Freigabe durch FERC, CFIUS und NRC stattfinden wird. Vier weitere Closings fügen bis zum 30.06.2028 jeweils 0,2 Mrd., 0,5 Mrd., 1,5 Mrd. und 1 Mrd. US-Dollar hinzu, wobei der Investor Zahlungen vorziehen darf. Die Gegenleistung wird an Kapitaleinlagen von Duke oder Schuldenabbau bei Florida Progress angepasst.
Wesentliche Bedingungen: Übliche Zusicherungen und Gewährleistungen, betriebliche Verpflichtungen vor dem Closing sowie eine 240 Millionen US-Dollar Break-Fee, die Brookfield bei bestimmten Kündigungen zahlen muss. Ein neuer LLC-Vertrag gewährt Brookfield begrenzte Governance-Rechte sowie Put-/Call- und Übertragungsrechte.
Auswirkungen: Der Deal bringt erhebliche Liquidität zur Finanzierung des regulierten Wachstums und könnte Dukes Finanzierungsbedarf senken, reduziert jedoch Dukes langfristigen Eigentumsanteil an seinem Florida-Versorgungsunternehmen auf etwa 80% und hängt von mehreren behördlichen Genehmigungen sowie Brookfields Option ab, spätere Tranchen abzuschließen.
Positive
- None.
Negative
- None.
Insights
TL;DR: $6 bn minority sale strengthens liquidity but adds regulatory and completion risk.
The staged divestiture monetises a high-quality regulated asset at attractive valuation multiples, supplying Duke with $2.8 bn near term and potentially $6 bn by 2028. Proceeds can be redeployed to grid modernisation and debt reduction, alleviating external equity needs and supporting credit metrics. However, Duke’s economic interest in fast-growing Florida shrinks to 80.3%, and cash from later closings is at Brookfield’s discretion, leaving funding timing uncertain. Required approvals from FERC, CFIUS and NRC, while customary, could delay or condition the transaction. Overall impact leans positive given balance-sheet benefits.
TL;DR: Multi-agency clearance and investor option create execution headwinds.
Because Florida Progress owns nuclear and transmission assets, the deal faces scrutiny from FERC, CFIUS and the NRC. Any adverse ruling could postpone closings or force concessions that diminish economics. The $240 m break fee partially mitigates counter-party risk but is modest versus total consideration. Brookfield’s ability to accelerate or defer later tranches introduces forecasting uncertainty for Duke’s capital plan. Governance rights appear limited, reducing operational interference, yet dilution of strategic control is irreversible. Net risk is manageable but material.
Duke Energy (DUK) ha firmato un Accordo di Investimento con Peninsula Power Holdings, affiliata a Brookfield, per vendere fino al 19,7% di Florida Progress, la società madre di Duke Energy Florida. L'operazione complessiva ammonta a 6 miliardi di dollari.
Fasi: una partecipazione iniziale del 9,2% sarà ceduta per 2,8 miliardi di dollari al Primo Closing, previsto per l'inizio del 2026 dopo l'approvazione di FERC, CFIUS e NRC. Quattro Closing successivi aggiungeranno 0,2 mld, 0,5 mld, 1,5 mld e 1 mld entro il 30/06/28, con la possibilità per l'investitore di anticipare i pagamenti. Il corrispettivo sarà adeguato in base a eventuali aumenti di capitale di Duke o riduzioni del debito di Florida Progress.
Termini principali: rappresentazioni e garanzie consuete, impegni operativi pre-closing e una penale di 240 milioni di dollari a carico di Brookfield in caso di determinate risoluzioni. Un nuovo Accordo LLC concederà a Brookfield poteri di governance limitati, oltre a diritti di put/call e di trasferimento.
Implicazioni: L'accordo fornisce liquidità significativa per finanziare la crescita regolamentata e potrebbe ridurre le necessità di finanziamento di Duke, ma riduce la quota di proprietà a lungo termine di Duke nella sua utility della Florida a circa l'80% ed è subordinato a molteplici approvazioni regolamentari e all'opzione di Brookfield di completare le tranche successive.
Duke Energy (DUK) ha firmado un Acuerdo de Inversión con Peninsula Power Holdings, afiliada a Brookfield, para vender hasta el 19,7% de Florida Progress, la matriz de Duke Energy Florida. La transacción totaliza 6 mil millones de dólares.
Fases: una participación inicial del 9,2% se emitirá por 2,8 mil millones de dólares en el Primer Cierre, esperado a principios de 2026 tras la aprobación de FERC, CFIUS y NRC. Cuatro cierres posteriores añadirán 0,2 mil millones, 0,5 mil millones, 1,5 mil millones y 1 mil millones hasta el 30/06/28, con la opción para el inversionista de acelerar los pagos. La contraprestación se ajustará según las inyecciones de capital de Duke o la reducción de deuda de Florida Progress.
Términos clave: representaciones y garantías habituales, convenios operativos previos al cierre y una penalización de 240 millones de dólares que Brookfield deberá pagar en caso de terminaciones específicas. Un nuevo Acuerdo LLC otorgará a Brookfield gobernanza limitada, además de derechos de put/call y de transferencia.
Implicaciones: El acuerdo inyecta efectivo significativo para financiar el crecimiento regulado y podría reducir las necesidades de financiamiento de Duke, pero disminuye la propiedad a largo plazo de Duke en su compañía de servicios de Florida a aproximadamente el 80% y está condicionado a múltiples aprobaciones regulatorias y a la opción de Brookfield de completar las siguientes etapas.
Duke Energy (DUK)는 Brookfield 계열사인 Peninsula Power Holdings와 플로리다 프로그레스(Florida Progress, Duke Energy Florida의 모회사)의 최대 19.7% 지분을 매각하는 투자 계약을 체결했습니다. 전체 거래 금액은 60억 달러에 달합니다.
단계별 진행: 초기 9.2% 지분은 28억 달러에 1차 클로징에서 발행되며, 이는 FERC, CFIUS, NRC 승인 후 2026년 초에 예상됩니다. 이후 4회의 추가 클로징을 통해 각각 2억 달러, 5억 달러, 15억 달러, 10억 달러가 2028년 6월 30일까지 이루어지며, 투자자는 지불을 앞당길 수 있습니다. 대금은 Duke의 자본 투입 또는 Florida Progress의 부채 감소에 따라 조정됩니다.
주요 조건: 통상적인 진술 및 보증, 클로징 전 운영 약속, 그리고 특정 해지 시 Brookfield가 지급해야 하는 2억 4천만 달러의 위약금이 포함됩니다. 새로운 LLC 계약은 Brookfield에게 제한된 거버넌스 권한과 풋/콜 및 이전 권리를 부여합니다.
의미: 이번 거래는 규제 성장 자금 조달에 상당한 현금을 투입하며 Duke의 자금 조달 필요성을 줄일 수 있지만, Duke의 플로리다 유틸리티에 대한 장기 소유 지분을 약 80%로 낮추며, 여러 규제 승인과 Brookfield의 후속 지분 인수 옵션에 따라 달라집니다.
Duke Energy (DUK) a signé un accord d'investissement avec Peninsula Power Holdings, affiliée à Brookfield, pour vendre jusqu'à 19,7% de Florida Progress, la société mère de Duke Energy Florida. La transaction échelonnée s'élève à un total de 6 milliards de dollars.
Phases : une participation initiale de 9,2% sera émise pour 2,8 milliards de dollars lors du premier closing, prévu début 2026 après les autorisations de la FERC, du CFIUS et de la NRC. Quatre closings ultérieurs ajouteront 0,2 Md$, 0,5 Md$, 1,5 Md$ et 1 Md$ d'ici le 30/06/28, avec la possibilité pour l'investisseur d'accélérer les paiements. La contrepartie sera ajustée en fonction des apports en capital de Duke ou de la réduction de la dette de Florida Progress.
Conditions clés : déclarations et garanties habituelles, engagements opérationnels avant clôture, et une indemnité de rupture de 240 millions de dollars payable par Brookfield en cas de résiliations spécifiques. Un nouvel accord LLC accordera à Brookfield une gouvernance limitée ainsi que des droits de put/call et de transfert.
Implications : L'accord injecte des liquidités importantes pour financer la croissance réglementée et pourrait réduire les besoins de financement de Duke, mais diminue la participation à long terme de Duke dans sa société de services en Floride à environ 80% et dépend de multiples approbations réglementaires ainsi que de l'option de Brookfield de réaliser les tranches ultérieures.
Duke Energy (DUK) hat eine Investitionsvereinbarung mit Peninsula Power Holdings, einer Tochtergesellschaft von Brookfield, unterzeichnet, um bis zu 19,7% an Florida Progress, der Muttergesellschaft von Duke Energy Florida, zu verkaufen. Die gestaffelte Transaktion beläuft sich auf insgesamt 6 Milliarden US-Dollar.
Phasen: Ein anfänglicher Anteil von 9,2% wird beim ersten Closing für 2,8 Milliarden US-Dollar ausgegeben, das voraussichtlich Anfang 2026 nach Freigabe durch FERC, CFIUS und NRC stattfinden wird. Vier weitere Closings fügen bis zum 30.06.2028 jeweils 0,2 Mrd., 0,5 Mrd., 1,5 Mrd. und 1 Mrd. US-Dollar hinzu, wobei der Investor Zahlungen vorziehen darf. Die Gegenleistung wird an Kapitaleinlagen von Duke oder Schuldenabbau bei Florida Progress angepasst.
Wesentliche Bedingungen: Übliche Zusicherungen und Gewährleistungen, betriebliche Verpflichtungen vor dem Closing sowie eine 240 Millionen US-Dollar Break-Fee, die Brookfield bei bestimmten Kündigungen zahlen muss. Ein neuer LLC-Vertrag gewährt Brookfield begrenzte Governance-Rechte sowie Put-/Call- und Übertragungsrechte.
Auswirkungen: Der Deal bringt erhebliche Liquidität zur Finanzierung des regulierten Wachstums und könnte Dukes Finanzierungsbedarf senken, reduziert jedoch Dukes langfristigen Eigentumsanteil an seinem Florida-Versorgungsunternehmen auf etwa 80% und hängt von mehreren behördlichen Genehmigungen sowie Brookfields Option ab, spätere Tranchen abzuschließen.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
For the quarterly period ended June 27, 2025
For the transition period from to
Commission File Number 1-7463
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(214 ) 583 – 8500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
_________________________________________________________________
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | |||||||||
| $1 par value | |||||||||||
Indicate by check-mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: ☒ Yes ☐ No
Indicate by check-mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Page 1
Indicate by check-mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check-mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Number of shares of common stock outstanding at July 25, 2025: 119,536,469
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JACOBS SOLUTIONS INC.
INDEX TO FORM 10-Q
| Page No. | |||||||||||
| PART I | FINANCIAL INFORMATION | ||||||||||
| Item 1. | Financial Statements | 4 | |||||||||
Consolidated Balance Sheets - Unaudited | 5 | ||||||||||
Consolidated Statements of Earnings - Unaudited | 6 | ||||||||||
Consolidated Statements of Comprehensive Income - Unaudited | 7 | ||||||||||
Consolidated Statements of Stockholders’ Equity - Unaudited | 8 | ||||||||||
Consolidated Statements of Cash Flows - Unaudited | 10 | ||||||||||
Notes to Consolidated Financial Statements - Unaudited | 11 | ||||||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 32 | |||||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 46 | |||||||||
| Item 4. | Controls and Procedures | 56 | |||||||||
| PART II | OTHER INFORMATION | ||||||||||
| Item 1. | Legal Proceedings | 48 | |||||||||
| Item 1A. | Risk Factors | 48 | |||||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 48 | |||||||||
| Item 3. | Defaults Upon Senior Securities | 49 | |||||||||
| Item 4. | Mine Safety Disclosures | 49 | |||||||||
| Item 5. | Other Information | 49 | |||||||||
| Item 6. | Exhibits | 50 | |||||||||
SIGNATURES | 51 | ||||||||||
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Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Page 4
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share information)
| June 27, 2025 | September 27, 2024 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Receivables and contract assets | |||||||||||
| Prepaid expenses and other | |||||||||||
| Investment in equity securities | |||||||||||
| Total current assets | |||||||||||
| Property, Equipment and Improvements, net | |||||||||||
| Other Noncurrent Assets: | |||||||||||
| Goodwill | |||||||||||
| Intangibles, net | |||||||||||
| Deferred income tax assets | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Miscellaneous | |||||||||||
| Total other noncurrent assets | |||||||||||
| $ | $ | ||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Current maturities of long-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Contract liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Liabilities relating to defined benefit pension and retirement plans | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Other deferred liabilities | |||||||||||
| Total other noncurrent liabilities | |||||||||||
| Commitments and Contingencies | |||||||||||
| Redeemable Noncontrolling interests | |||||||||||
| Stockholders’ Equity: | |||||||||||
| Capital stock: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Jacobs stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total Group stockholders’ equity | |||||||||||
| $ | $ | ||||||||||
See the accompanying Notes to Consolidated Financial Statements – Unaudited.
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JACOBS SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Three and Nine Months Ended June 27, 2025 and June 28, 2024
(In thousands, except per share information)
(Unaudited)
| For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Direct cost of contracts | ( | ( | ( | ( | |||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||
| Operating Profit | |||||||||||||||||||||||
| Other Income (Expense): | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Loss on extinguishment of debt | ( | ||||||||||||||||||||||
| Miscellaneous income (expense), net | ( | ( | |||||||||||||||||||||
| Total other income (expense), net | ( | ( | ( | ||||||||||||||||||||
| Earnings from Continuing Operations Before Taxes | |||||||||||||||||||||||
| Income Tax Expense from Continuing Operations | ( | ( | ( | ( | |||||||||||||||||||
| Net Earnings of the Group from Continuing Operations | |||||||||||||||||||||||
| Net (Loss) Earnings of the Group from Discontinued Operations, net of tax | ( | ( | |||||||||||||||||||||
| Net Earnings of the Group | |||||||||||||||||||||||
| Net (Earnings) Loss Attributable to Noncontrolling Interests from Continuing Operations | ( | ( | ( | ||||||||||||||||||||
| Net Earnings Attributable to Redeemable Noncontrolling Interests | ( | ( | ( | ( | |||||||||||||||||||
| Net Earnings Attributable to Jacobs from Continuing Operations | |||||||||||||||||||||||
| Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations | ( | ( | |||||||||||||||||||||
| Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations | ( | ( | |||||||||||||||||||||
| Net Earnings Attributable to Jacobs | $ | $ | $ | $ | |||||||||||||||||||
| Net Earnings Per Share: | |||||||||||||||||||||||
| Basic Net Earnings from Continuing Operations Per Share | $ | $ | $ | $ | |||||||||||||||||||
| Basic Net (Loss) Earnings from Discontinued Operations Per Share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Basic Earnings Per Share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted Net Earnings from Continuing Operations Per Share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted Net (Loss) Earnings from Discontinued Operations Per Share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted Earnings Per Share | $ | $ | $ | $ | |||||||||||||||||||
See the accompanying Notes to Consolidated Financial Statements - Unaudited.
Page 6
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three and Nine Months Ended June 27, 2025 and June 28, 2024
(In thousands)
(Unaudited)
| For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| Net Earnings of the Group | $ | $ | $ | $ | |||||||||||||||||||
| Other Comprehensive Income: | |||||||||||||||||||||||
| Foreign currency translation adjustments | |||||||||||||||||||||||
| Change in cash flow hedges | ( | ( | ( | ( | |||||||||||||||||||
| Change in pension plan liabilities | ( | ( | |||||||||||||||||||||
| Other comprehensive income before taxes | |||||||||||||||||||||||
| Income Tax Benefit (Expense): | |||||||||||||||||||||||
| Foreign currency translation adjustments | |||||||||||||||||||||||
| Cash flow hedges | |||||||||||||||||||||||
| Change in pension plan liabilities | ( | ( | ( | ( | |||||||||||||||||||
| Income Tax Benefit: | |||||||||||||||||||||||
| Net other comprehensive Income | |||||||||||||||||||||||
| Net Comprehensive Income of the Group | |||||||||||||||||||||||
| Net (Earnings) Loss Attributable to Noncontrolling Interests | ( | ( | ( | ||||||||||||||||||||
| Net Earnings Attributable to Redeemable Noncontrolling Interests | ( | ( | ( | ( | |||||||||||||||||||
| Net Comprehensive Income Attributable to Jacobs | $ | $ | $ | $ | |||||||||||||||||||
See the accompanying Notes to Consolidated Financial Statements - Unaudited.
Page 7
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Three Months Ended June 27, 2025 and June 28, 2024
(In thousands)
(Unaudited)
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Jacobs Stockholders’ Equity | Noncontrolling Interests | Total Group Stockholders’ Equity | |||||||||||||||||||||||||||||||||||
| Balances at March 29, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | ||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments net of deferred taxes of $( | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Pension plan liability, net of deferred taxes of $ | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Change in cash flow hedges, net of deferred taxes of $( | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling interests redemption value adjustment | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase and issuance of redeemable noncontrolling interests | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Noncontrolling interests - distributions and other | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuances of equity securities including shares withheld for taxes | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Repurchases of equity securities | ( | ( | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
Balances at June 28, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Balances at March 28, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
Net earnings | — | ||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of deferred taxes of $( | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Pension plan liability, net of deferred taxes of $ | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
Change in cash flow hedges, net of deferred taxes of $( | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Dividend in kind | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling interests redemption value adjustment | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase and issuance of redeemable noncontrolling interests | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Noncontrolling interests - distributions and other | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Distribution adjustments relating to SpinCo Business | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuances of equity securities including shares withheld for taxes | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Repurchases of equity securities | ( | ( | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Balances at June 27, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
See the accompanying Notes to Consolidated Financial Statements – Unaudited.
Page 8
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Nine Months Ended June 27, 2025 and June 28, 2024
(In thousands)
(Unaudited)
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Jacobs Stockholders’ Equity | Noncontrolling Interests | Total Group Stockholders’ Equity | |||||||||||||||||||||||||||||||||||
| Balances at September 29, 2023 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | ||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments net of deferred taxes of $( | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Pension liability, net of deferred taxes of $ | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
Change in cash flow hedges, net of deferred taxes of $( | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling interests redemption value adjustment | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of redeemable noncontrolling interests | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Noncontrolling interests - distributions and other | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuances of equity securities including shares withheld for taxes | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Repurchases of equity securities | ( | ( | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Balances at June 28, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Balances at September 27, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of deferred taxes of $( | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Pension liability, net of deferred taxes of $ | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
Change in cash flow hedges, net of deferred taxes of $( | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Dividend in kind | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling interests redemption value adjustment | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase and issuance of redeemable noncontrolling interests | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Noncontrolling interests - distributions and other | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Distribution adjustments relating to SpinCo Business | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuances of equity securities including shares withheld for taxes | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||
| Repurchases of equity securities | ( | ( | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Balances at June 27, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
See the accompanying Notes to Consolidated Financial Statements – Unaudited.
Page 9
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended June 27, 2025 and June 28, 2024
(In thousands)
(Unaudited)
See the accompanying Notes to Consolidated Financial Statements – Unaudited.
| For the Nine Months Ended | |||||||||||
| June 27, 2025 | June 28, 2024 | ||||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net earnings of the Group | $ | $ | |||||||||
| Adjustments to reconcile net earnings to net cash flows provided by operations: | |||||||||||
| Depreciation and amortization: | |||||||||||
| Property, equipment and improvements | |||||||||||
| Intangible assets | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Loss on investment in equity securities | |||||||||||
| Stock based compensation | |||||||||||
| Equity in earnings of operating ventures, net of return on capital distributions | ( | ( | |||||||||
| (Gain) loss on disposals of assets, net | ( | ||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Receivables and contract assets, net of contract liabilities | ( | ||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Miscellaneous other assets | |||||||||||
| Accounts payable | |||||||||||
| Accrued liabilities | ( | ( | |||||||||
| Other deferred liabilities | |||||||||||
| Other, net | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Additions to property and equipment | ( | ( | |||||||||
| Disposals of property and equipment and other assets | |||||||||||
| Capital contributions to equity investees, net of return of capital distributions | |||||||||||
| Acquisitions of businesses, net of cash acquired | ( | ||||||||||
| Net cash used for investing activities | ( | ( | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Proceeds from long-term borrowings | |||||||||||
| Repayments of long-term borrowings | ( | ( | |||||||||
| Proceeds from short-term borrowings | |||||||||||
| Repayments of short-term borrowings | ( | ( | |||||||||
| Debt issuance costs | ( | ( | |||||||||
| Proceeds from issuances of common stock | |||||||||||
| Common stock repurchases | ( | ( | |||||||||
| Taxes paid on vested restricted stock | ( | ( | |||||||||
| Cash dividends to shareholders | ( | ( | |||||||||
| Net dividends associated with noncontrolling interests | ( | ( | |||||||||
| Repurchase of redeemable noncontrolling interests | ( | ( | |||||||||
| Proceeds from issuances of redeemable noncontrolling interests | |||||||||||
Cash Impact from Distribution of SpinCo Business | |||||||||||
Net cash used for financing activities | ( | ( | |||||||||
| Effect of Exchange Rate Changes | |||||||||||
| Net Increase in Cash and Cash Equivalents and Restricted Cash | |||||||||||
| Cash and Cash Equivalents, including Restricted Cash, at the Beginning of the Period | |||||||||||
| Cash and Cash Equivalents, including Restricted Cash, at the End of the Period | $ | $ | |||||||||
| Less Cash and Cash Equivalents included in Assets held for spin | $ | $ | ( | ||||||||
| Cash and Cash Equivalents, including Restricted Cash of Continuing Operations at the End of the Period | $ | $ | |||||||||
See the accompanying Notes to Consolidated Financial Statements – Unaudited.
Page 10
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.Basis of Presentation
Unless the context otherwise requires:
•References herein to “Jacobs” are to Jacobs Solutions Inc. and its predecessors;
•References herein to the “Company”, “we”, “us” or “our” are to Jacobs Solutions Inc. and its consolidated subsidiaries; and
•References herein to the “Group” are to the combined economic interests and activities of the Company and the persons and entities holding noncontrolling interests in our consolidated subsidiaries.
On August 29, 2022, Jacobs Engineering Group Inc. ("JEGI"), the predecessor to Jacobs Solutions Inc., implemented a holding company structure, which resulted in Jacobs Solutions Inc. becoming the parent company of, and successor issuer to, JEGI (the "Holding Company Reorganization"). For purposes of this report, references to Jacobs and the "Company", "we", "us" or "our" or our management or business at any point prior to August 29, 2022 refer to JEGI, or JEGI and its consolidated subsidiaries as the predecessor to Jacobs Solutions Inc.
The accompanying consolidated financial statements and financial information included herein have been prepared pursuant to the interim period reporting requirements of Form 10-Q. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted. Readers of this Quarterly Report on Form 10-Q should also read our consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 27, 2024 (“2024 Form 10-K”).
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of our consolidated financial statements as of June 27, 2025, and for the three and nine months ended June 27, 2025.
Our interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year.
On September 27, 2024, Jacobs Solutions Inc. ("Jacobs") completed the previously announced Reverse Morris Trust transaction pursuant to which (i) Jacobs first transferred its Critical Mission Solutions business (“CMS”) and portions of its Divergent Solutions (“DVS”) business (referred to herein as the Cyber & Intelligence business (“C&I”) and together with CMS referred to as the “SpinCo Business”), to Amazon Holdco Inc., a Delaware corporation, that was subsequently renamed Amentum Holdings, Inc. (“SpinCo”) (the “Separation”), (ii) Jacobs then effectuated a spin-off of SpinCo by distributing 124,084,108 shares of SpinCo common stock, par value $0.01 per share (the “SpinCo Common Stock”) by way of a pro rata distribution to its shareholders such that each holder of shares of Jacobs common stock, par value $1.00 per share, (the “Jacobs Common Stock”) was entitled to receive one share of SpinCo Common Stock for each share of Jacobs Common Stock held as of the record date, September 23, 2024 (the “Distribution”), and (iii) finally, Amentum Parent Holdings LLC merged with and into SpinCo, with SpinCo surviving the merger (the “Merger” and together with the Separation and the Distribution, the “Separation Transaction”).
As a result of the Separation, substantially all SpinCo Business-related assets and liabilities have been separated and distributed (the "Disposal Group"). The Company determined that the Disposal Group should be reported as discontinued operations in accordance with ASC 205-20, Discontinued Operations because their disposal represents a strategic shift that had a major effect on the Company's operations and financial results. As such, the financial results of the SpinCo Business are reflected in the Company's Consolidated Statements of Earnings as well as relevant disclosures as discontinued operations for all periods presented. See Note 15- Discontinued Operations for more information.
2. Use of Estimates and Assumptions
The preparation of financial statements in conformity with U.S. GAAP requires us to employ estimates and make assumptions that affect the reported amounts of certain assets and liabilities; the revenues and expenses reported for the periods covered by the financial statements; and certain amounts disclosed in these Notes to the Consolidated Financial Statements. Although such estimates and assumptions are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available and past experience, actual results
Page 11
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
could differ significantly from those estimates and assumptions. Our estimates, judgments and assumptions are evaluated periodically and adjusted accordingly.
3. Fair Value and Fair Value Measurements
Certain amounts included in the accompanying consolidated financial statements are presented at fair value. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the date fair value is determined (the “measurement date”). When determining fair value, we consider the principal or most advantageous market in which we would transact, and we consider only those assumptions we believe a typical market participant would consider when pricing an asset or liability. In measuring fair value, we use the following inputs in the order of priority indicated:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than quoted prices in active markets included in Level 1, such as (i) quoted prices for similar assets or liabilities; (ii) quoted prices in markets that have insufficient volume or infrequent transactions (e.g., less active markets); and (iii) model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data for substantially the full term of the asset or liability.
Level 3 - Unobservable inputs to the valuation methodology that are significant to the fair value measurement.
Please refer to Note 2- Significant Accounting Policies of Notes to Consolidated Financial Statements included in our 2024 Form 10-K for a more complete discussion of the various items within the consolidated financial statements measured at fair value and the methods used to determine fair value. Please also refer to Note 18- Commitments and Contingencies and Derivative Financial Instruments for discussion regarding the Company's derivative instruments and Note 15- Discontinued Operations for discussion regarding the Company's investment in Amentum common shares.
The net carrying amounts of cash and cash equivalents, trade receivables and payables and short-term debt approximate fair value due to the short-term nature of these instruments. See Note 12- Borrowings for a discussion of the fair value of long-term debt.
4. New Accounting Pronouncements
ASU 2025-03, Business Combinations, (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a variable interest entity that meets the definition of a business. The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted, and the standard is to be applied prospectively to acquisitions after the adoption date. ASU 2025-03 will be effective for the Company in the first quarter of fiscal 2027. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
ASU 2024-03, Income Statement, (Subtopic 220-40): Reporting Comprehensive Income - Disaggregation of Income Statement Expenses, requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in this update also provide guidance on the disaggregation disclosure requirements for certain expense captions presented on the face of an entity’s income statement and provide guidance on the disclosure of selling expenses. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. ASU 2024-03 will be effective for the Company in the fourth quarter of fiscal 2027. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
Page 12
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
ASU 2023-09, Income Taxes, (Topic 740): Improvements to Income Tax Disclosures, provides qualitative and quantitative updates to the Company's effective income tax rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. ASU 2023-09 will be effective for the Company in the first quarter of fiscal 2026. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
ASU 2023-07, Segment Reporting, (Topic 280): Improvements to Reportable Segment Disclosures, requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. The amendments in this update also expand the interim segment disclosure requirements. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis. ASU 2023-07 will be effective for the Company's annual fiscal 2025 period. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
ASU 2023-06, Disclosure Improvements: Amendments - Codification Amendments in Response to the Disclosure Update and Simplification Initiative of the Securities and Exchange Commission ("SEC"). The Financial Accounting Standards Board issued the standard to introduce changes to US GAAP that originate in either SEC Regulation S-X or S-K, which are rules about the form and content of financial reports filed with the SEC. The provisions of the standard are contingent upon instances where the SEC removes the related disclosure provisions from Regulation S-X and S-K. ASU 2023-06 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. ASU 2023-06 will be effective for the Company in the fourth quarter of fiscal 2026. The Company does not expect that the application of this standard will have a material impact on our consolidated financial statements and related disclosures.
5. Revenue Accounting for Contracts
Disaggregation of Revenues
Our revenues are principally derived from contracts to provide a diverse range of technical, professional, and construction services to a large number of industrial, commercial, and governmental clients. We provide a broad range of engineering, design, and architectural services; construction and construction management services; operations and maintenance services; and technical, digital, process, scientific and systems consulting services. We provide our services through offices and subsidiaries located primarily in North America, Europe, the Middle East, India, Australia, Africa, and Asia. We provide our services under cost-reimbursable and fixed-price contracts. Our contracts are with many different customers in numerous industries. Refer to Note 19- Segment Information for additional information on how we disaggregate our revenues by reportable segment.
Page 13
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following table further disaggregates our revenue by geographic area for the three and nine months ended June 27, 2025 and June 28, 2024 (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Canada | |||||||||||||||||||||||
| Asia | |||||||||||||||||||||||
| India | |||||||||||||||||||||||
| Australia and New Zealand | |||||||||||||||||||||||
| Middle East and Africa | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Contract Liabilities
Contract liabilities represent amounts billed to clients in excess of revenue recognized to date. Revenue recognized for the three and nine months ended June 27, 2025 that was previously included in the contract liability balance on September 27, 2024 was $97.0 million and $680.0 million, respectively. Revenue recognized for the three and nine months ended June 28, 2024 that was included in the contract liability balance on September 29, 2023 was $49.6 million and $487.0 million, respectively.
Remaining Performance Obligations
The Company’s remaining performance obligations as of June 27, 2025 represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. The Company had approximately $15.2 billion in remaining performance obligations as of June 27, 2025. The Company expects to recognize approximately 51 % of its remaining performance obligations into revenue within the next twelve months and the remaining 49 % thereafter. The majority of the remaining performance obligations after the first twelve months are expected to be recognized over a four-year period.
Although our remaining performance obligations reflect business volumes that are considered to be firm, normal business activities including scope adjustments, deferrals or cancellations may occur that impact volume or expected timing of their recognition. Remaining performance obligations are adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate.
6. Earnings Per Share and Certain Related Information
Basic and diluted earnings per share (“EPS”) are computed using the two-class method, which is an earnings allocation method that determines EPS for common shares and participating securities. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. Participating securities and common shares have equal rights to undistributed earnings. Net earnings used for the purpose of determining basic and diluted EPS is determined by taking net earnings, less earnings available to participating securities and the preferred redeemable noncontrolling interests redemption value adjustment associated with the PA Consulting transaction.
The following table reconciles the denominator used to compute basic EPS to the denominator used to compute diluted EPS for the three and nine months ended June 27, 2025 and June 28, 2024 (in thousands):
Page 14
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| Numerator for Basic and Diluted EPS: | |||||||||||||||||||||||
| Net earnings attributable to Jacobs from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
Redeemable Noncontrolling interests redemption value adjustment (See Note 16- PA Consulting Redeemable Noncontrolling Interests) | ( | ||||||||||||||||||||||
| Net earnings from continuing operations allocated to common stock for EPS calculation | $ | $ | $ | $ | |||||||||||||||||||
| Net (loss) earnings from discontinued operations allocated to common stock for EPS calculation | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Net earnings allocated to common stock for EPS calculation | $ | $ | $ | $ | |||||||||||||||||||
| Denominator for Basic and Diluted EPS: | |||||||||||||||||||||||
| Shares used for calculating basic EPS attributable to common stock | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Stock compensation plans | |||||||||||||||||||||||
| Shares used for calculating diluted EPS attributable to common stock | |||||||||||||||||||||||
| Net Earnings Per Share: | |||||||||||||||||||||||
| Basic Net Earnings from Continuing Operations Per Share | $ | $ | $ | $ | |||||||||||||||||||
| Basic Net (Loss) Earnings from Discontinued Operations Per Share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Basic Earnings Per Share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted Net Earnings from Continuing Operations Per Share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted Net (Loss) Earnings from Discontinued Operations Per Share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted Earnings Per Share | $ | $ | $ | $ | |||||||||||||||||||
Note: Per share amounts may not add due to rounding. | |||||||||||||||||||||||
Share Repurchases
On January 16, 2020, the Company's Board of Directors authorized a share repurchase program of up to $ On January 30, 2025, the Company's Board of Directors authorized an incremental share repurchase program of up to $ | ||
The following table summarizes repurchase activity for fiscal 2025 under the 2023 Repurchase Authorization through the third fiscal quarter of 2025:
Page 15
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
| Amount Authorized (2023 Repurchase Authorization) | Average Price Per Share (1) | Total Shares Repurchased and Retired | ||||||||||||||||||
| $ | $ | |||||||||||||||||||
(1)Includes commissions paid and excise tax due under the Inflation Reduction Act of 2022 and calculated at the average price per share.
The following table summarizes repurchase activity for fiscal 2025 under the 2025 Repurchase Authorization through the third fiscal quarter of 2025:
Amount Authorized (2025 Repurchase Authorization) | Average Price Per Share (1) | Total Shares Repurchased and Retired | ||||||||||||||||||
| $ | $ | |||||||||||||||||||
(1)Includes commissions paid and excise tax due under the Inflation Reduction Act of 2022 and calculated at the average price per share.
Our share repurchase program does not obligate the Company to purchase any shares. Share repurchases may be executed through various means including, without limitation, accelerated share repurchases, open market transactions, privately negotiated transactions, purchases pursuant to Rule 10b5-1 plans or otherwise. The authorization for the share repurchase programs may be terminated, increased or decreased by the Company’s Board of Directors in its discretion at any time. The timing, amount and manner of share repurchases may depend upon market conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, currency fluctuations, the market price of the Company's common stock, other uses of capital and other factors. | ||
Cash Dividends
On July 31, 2025, the Company’s Board of Directors declared a quarterly dividend of $0.32 per share of the Company’s common stock to be paid on September 19, 2025, to shareholders of record on the close of business on August 22, 2025. Future dividend declarations are subject to review and approval by the Company’s Board of Directors. Dividends paid through the third fiscal quarter of 2025 and the preceding fiscal year are as follows:
| Declaration Date | Record Date | Payment Date | Cash Amount (per share) | |||||||||||||||||||||||
| April 30, 2025 | May 23, 2025 | June 20, 2025 | $ | |||||||||||||||||||||||
| January 30, 2025 | February 21, 2025 | March 21, 2025 | $ | |||||||||||||||||||||||
| September 26, 2024 | October 25, 2024 | November 22, 2024 | $ | |||||||||||||||||||||||
| July 11, 2024 | July 26, 2024 | August 23, 2024 | $ | |||||||||||||||||||||||
| May 2, 2024 | May 24, 2024 | June 21, 2024 | $ | |||||||||||||||||||||||
| January 25, 2024 | February 23, 2024 | March 22, 2024 | $ | |||||||||||||||||||||||
| September 28, 2023 | October 27, 2023 | November 9, 2023 | $ | |||||||||||||||||||||||
Page 16
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
7. Goodwill and Intangibles
The carrying value of goodwill appearing in the accompanying Consolidated Balance Sheets at June 27, 2025 and September 27, 2024 was as follows (in thousands):
| Infrastructure & Advanced Facilities | PA Consulting | Total | |||||||||||||||
| Balance September 27, 2024 | $ | $ | $ | ||||||||||||||
| Foreign currency translation adjustments and other | ( | ||||||||||||||||
| Balance June 27, 2025 | $ | $ | $ | ||||||||||||||
The following table provides certain information related to the Company’s acquired intangibles in the accompanying Consolidated Balance Sheets at June 27, 2025 and September 27, 2024 (in thousands):
| Customer Relationships, Contracts and Backlog | Developed Technology | Trade Names | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Balance September 27, 2024 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Amortization | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments and other | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance June 27, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
The following table presents estimated amortization expense of intangible assets for the remainder of fiscal 2025 and for the succeeding years.
| Fiscal Year | (in millions) | |||||||
| 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
Page 17
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
8. Receivables and Contract Assets
The following table presents the components of receivables and contract assets appearing in the accompanying Consolidated Balance Sheets at June 27, 2025 and September 27, 2024, as well as certain other related information (in thousands):
| June 27, 2025 | September 27, 2024 | ||||||||||
| Components of receivables and contract assets: | |||||||||||
| Amounts billed, net | $ | $ | |||||||||
| Unbilled receivables and other | |||||||||||
| Contract assets | |||||||||||
| Total receivables and contract assets, net | $ | $ | |||||||||
Amounts billed, net consist of amounts invoiced to clients in accordance with the terms of our client contracts and are shown net of an allowance for expected credit losses. We anticipate that substantially all of such billed amounts will be collected over the next twelve months.
Unbilled receivables and other, which represent an unconditional right to payment subject only to the passage of time, are reclassified to amounts billed when they are billed under the terms of the contract. We anticipate that substantially all of such unbilled amounts will be billed and collected over the next twelve months.
Contract assets represent unbilled amounts where the right to payment is subject to more than merely the passage of time and includes performance-based incentives and services that have been provided in advance of agreed contractual milestones. Contract assets are transferred to unbilled receivables when the right to consideration becomes unconditional and are transferred to amounts billed upon invoicing.
9. Accumulated Other Comprehensive Income (Loss)
The following table presents the Company's roll forward of accumulated other comprehensive loss after-tax as of June 27, 2025 (in thousands):
| Change in Net Pension Obligation | Foreign Currency Translation Adjustments (1) | Gain/(Loss) on Cash Flow Hedges (2) | Total | ||||||||||||||||||||
Balance at September 27, 2024 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Other comprehensive (loss) income | ( | ||||||||||||||||||||||
| Reclassifications from accumulated other comprehensive loss | ( | ( | |||||||||||||||||||||
Balance at June 27, 2025 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
(1) Included in foreign currency translation adjustments were $(1.0 ) million and $(9.8 ) million in unrealized losses on long-term foreign currency denominated intercompany loans not anticipated to be settled in the foreseeable future for the nine months ended June 27, 2025 and June 28, 2024.
(2) Included in the Company’s cumulative net unrealized gains from interest rate and cross currency swaps recorded in accumulated other comprehensive loss as of June 27, 2025 were approximately $6.3 million in unrealized gains, net of taxes, which are expected to be realized in earnings during the twelve months subsequent to June 27, 2025.
Page 18
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
10. Income Taxes
The Company’s effective tax rates from continuing operations for the three months ended June 27, 2025 and June 28, 2024 were | ||
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 | ||
The Company’s effective tax rates from continuing operations for the nine months ended June 27, 2025 and June 28, 2024 were | ||
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 | ||
On July 4, 2025, H.R. 1, also referred to as the “One Big Beautiful Bill Act” (“OBBBA”), was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act (“TCJA”), modifications to the international tax framework and pre-TCJA treatment for certain business provisions. ASC 740, Income Taxes, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing its impact on the consolidated financial statements which will be recorded during the fourth quarter of fiscal 2025. | ||
In December 2021, the Organization for Economic Cooperation and Development ("OECD") released the Pillar Two Model Rules (also referred to as the global minimum tax or Global Anti-Base Erosion "GloBE" rules), which were designed to ensure large multinational enterprises pay a minimum 15 percent level of tax on the income arising in each jurisdiction in which they operate. Several jurisdictions in which we operate have enacted these rules, which were effective for the first quarter of the fiscal year ending September 26, 2025. The Company is continually monitoring developments and evaluating the potential impacts. At this time, implementation of these rules has not generated a material impact on consolidated income taxes. | ||
| The amount of income taxes the Company pays is subject to ongoing audits by tax jurisdictions around the world. In the normal course of business, the Company is subject to examination by tax authorities throughout the world, including such major jurisdictions as Australia, Canada, India, the United Kingdom and the United States. Our estimate of the potential outcome of any uncertain tax issue is subject to our assessment of the relevant risks, facts, and circumstances existing at the time. The Company believes that it has adequately provided for reasonably foreseeable outcomes related to these matters. However, future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, which may impact our effective tax rate. | ||
Page 19
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
11. Joint Ventures, VIEs and Other Investments
For the Company's consolidated variable interest entities ("VIE") joint ventures, the carrying value of assets and liabilities was $157.2 million and $132.9 million, respectively, as of June 27, 2025 and $161.9 million and $122.7 million, respectively, as of September 27, 2024. There are no consolidated VIEs that have debt or credit facilities.
For the Company's proportionate consolidated VIEs, the carrying value of assets and liabilities was $141.0 million and $129.0 million, respectively, as of June 27, 2025, and $138.8 million and $138.0 million, respectively, as of September 27, 2024.
The carrying values of our investments in equity method joint ventures in the Consolidated Balance Sheets (reported in Other Noncurrent Assets: Miscellaneous) as of June 27, 2025 and September 27, 2024 were $36.4 million and $36.6 million, respectively. Additionally, income from equity method joint ventures (reported in Revenue) was $2.6 million and $2.1 million, respectively, during the three months ended June 27, 2025 and June 28, 2024, with $6.1 million and $8.6 million, respectively, for the corresponding nine-month periods. As of June 27, 2025, the Company's equity method investment carrying values do not include material amounts exceeding their share of the respective joint ventures' reported net assets.
Accounts receivable from unconsolidated joint ventures accounted for under the equity method was $14.7 million and $12.3 million as of June 27, 2025 and September 27, 2024, respectively.
12. Borrowings
At June 27, 2025 and September 27, 2024, long-term debt consisted of the following (principal amounts in thousands):
| Interest Rate | Maturity | June 27, 2025 | September 27, 2024 | ||||||||||||||||||||
| Revolving Credit Facility | Benchmark + applicable margin (1) | February 2028 | $ | $ | |||||||||||||||||||
| 2021 Term Loan Facility - USD Portion | Benchmark + applicable margin (2) | February 2026 | |||||||||||||||||||||
| 2021 Term Loan Facility - GBP Portion | Benchmark + applicable margin (2) | September 2025 | |||||||||||||||||||||
| 2025 Term Loan Facility - USD Portion | Benchmark + applicable margin (3) | March 2027 | |||||||||||||||||||||
| 2025 Term Loan Facility - GBP Portion | Benchmark + applicable margin (3) | March 2027 | |||||||||||||||||||||
| Fixed-rate: | |||||||||||||||||||||||
| March 2033 | |||||||||||||||||||||||
| August 2028 | |||||||||||||||||||||||
| Less: Current Portion (5) | ( | ||||||||||||||||||||||
| Less: Deferred Financing Fees | ( | ( | |||||||||||||||||||||
| Total Long-term debt, net | $ | $ | |||||||||||||||||||||
(1)The U.S. dollar denominated borrowings under the Revolving Credit Facility bear interest at either a SOFR rate plus a margin of between 0.975 % and 1.725 % or a base rate plus a margin of between 0 % and 0.625 % depending on the Company’s Consolidated Leverage Ratio or Debt Rating (each as defined in the Revolving Credit Facility (defined below)). The interest rate under the Revolving Credit Agreement also incorporates a modest sustainability-linked pricing adjustment, which resulted in a favorable interest rate adjustment to the Company in February 2025. The applicable SOFR rates, including applicable margins, at June 27, 2025 and September 27, 2024 were approximately 5.49 % and 6.64 %. Borrowings denominated in British pounds bear interest at an adjusted SONIA rate plus a margin of between 0.908 % and 1.658 %. There were no amounts drawn in British pounds as of June 27, 2025.
Page 20
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(2)The U.S. dollar denominated borrowings under the 2021 Term Loan Facility bear interest at either a SOFR rate plus a margin of between 0.975 % and 1.725 % or a base rate plus a margin of between 0 % and 0.625 % depending on the Company’s Consolidated Leverage Ratio or Debt Rating (each as defined in the Amended and Restated Term Loan Agreement (defined below)). The applicable SOFR rate, including applicable margins, for borrowings denominated in U.S. dollars at September 27, 2024 was approximately 6.52 %. Borrowings denominated in British pounds bear interest at an adjusted SONIA rate plus a margin of between 0.908 % and 1.658 %, which was approximately 6.23 % at September 27, 2024.
(3)Borrowings under the 2025 Term Loan Facility will bear interest at either a SONIA rate or term SOFR rate plus a margin of between 0.975 % and 1.60 % or a base rate plus a margin of between 0 % and 0.50 % depending on the Company’s Consolidated Leverage Ratio. The applicable SOFR and SONIA rates, including applicable margins, at June 27, 2025 were approximately 5.43 % for borrowings denominated in U.S. dollars and 5.22 % for borrowings denominated in British pounds.
(4)The interest rate payable on the 5.90 % Bonds (as defined below) may be increased by an additional 12.5 basis points on each of September 1, 2028 and September 1, 2030, based on whether or not the Company achieves the key performance indicators set forth in the First Supplemental Indenture (as defined below). Each key performance indicator is independent of the other. Therefore, we may achieve one, both, or neither.
We believe the carrying values of the Revolving Credit Facility and the 2025 Term Loan Facility approximates fair value based on the interest rates and scheduled maturities applicable to the outstanding borrowings. At June 27, 2025, the fair value of the 5.90 % Bonds and the 6.35 % bonds is estimated to be $516.3 million and $627.3 million, respectively, based on Level 2 inputs. The fair value is determined by discounting future cash flows using interest rates available for issuances with similar terms and average maturities.
Revolving Credit Facility and Term Loans
The Company and certain of its subsidiaries maintain an unsecured revolving credit facility (the “Revolving Credit Facility”) established under a third amended and restated credit agreement, dated February 6, 2023 (the "Revolving Credit Agreement"), among Jacobs and certain of its subsidiaries as borrowers and a syndicate of U.S. and international banks and financial institutions. Amounts up to $2.25 billion in credit extensions under the Revolving Credit Facility can be funded in U.S. dollars, British Sterling, Euros, Canadian dollars, Australian dollars, Swedish Krona, Singapore dollars and other agreed upon alternative currencies. The Revolving Credit Agreement also provides for a financial letter of credit sub facility of $400.0 million, permits performance letters of credit, and provides for a $100.0 million sub facility for swing line loans. Letters of credit are subject to fees based on the Company’s Consolidated Leverage Ratio and Debt Rating, whichever is more favorable to the Company. The maturity date of the Revolving Credit Facility is February 6, 2028. The Company is a guarantor of the obligations of JEGI and its subsidiaries under the Revolving Credit Agreement.
The Company and JEGI maintained an unsecured delayed draft term loan facility (the “2021 Term Loan Facility”) established under an amended and restated term loan agreement dated February 6, 2023 (the "Amended and Restated Term Loan Agreement"), by and among the Company and JEGI and a syndicate of banks and financial institutions. JEGI borrowed $200.0 million and £650.0 million of term loans under the 2021 Term Loan Facility (reflecting scheduled maturities in February 2026 and September 2025, respectively) and the proceeds of such term loans were used primarily to fund JEGI's investment in PA Consulting.
On March 13, 2025, the Company exchanged approximately 19.5 million shares of our investment in Amentum Holdings, Inc. for approximately £239.8 million, or $311.5 million, in aggregate principal amount under the 2021 Term Loan Facility in an equity-for-debt transaction (the "Equity-for-Debt Transaction"). The aggregate principal amount of debt was immediately extinguished, and the Company received no other consideration (cash or otherwise) in connection with the exchange. For more information, please refer to Note 15 - Discontinued Operations. In connection with the Equity-for-Debt Transaction, $20.5 million in discounts and expenses were recognized as loss on extinguishment of debt.
On March 27, 2025, the Company, as guarantor, and JEGI, as borrower, entered into a term loan agreement (the “2025 Term Loan Facility”) with Bank of America, N.A., as administrative agent and sole lead arranger, and the lenders party thereto. Under the 2025 Term Loan Facility, JEGI borrowed a $200.0 million term loan and £410.0 million term loan for a term of two-years from the date of initial funding, maturing on March 26, 2027. The proceeds from the 2025 Term Loan Facility were used to repay the remaining outstanding 2021 Term Loan Facility principal equal to $120.0 million and £410.2 million, or $531.6 million, with the remaining proceeds used for general corporate purposes.
We were in compliance with the covenants under the Revolving Credit Facility and 2025 Term Loan Facility at June 27, 2025.
Page 21
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
On February 16, 2023, JEGI completed an offering of $500.0 million aggregate principal amount of 5.90 % Bonds due 2033 (the “5.90 % Bonds”). The 5.90 % Bonds are fully and unconditionally guaranteed by the Company (the “5.90 % Bonds Guarantee”). The 5.90 % Bonds and the 5.90 % Bonds Guarantee were offered pursuant to a prospectus supplement, dated February 13, 2023, to the prospectus dated February 6, 2023, that forms a part of the Company's and JEGI’s automatic shelf registration statement on Form S-3ASR previously filed with the SEC, and were issued pursuant to an Indenture, dated as of February 16, 2023, between JEGI, as issuer, the Company, as guarantor, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of February 16, 2023 (the “First Supplemental Indenture”). Interest on the 5.90 % Bonds is payable semi-annually in arrears on each March 1 and September 1, until maturity. The 5.90 % Bonds bear interest at 5.90 % per annum, subject to adjustments as discussed in note (4) to the table above.
Prior to December 1, 2032 (the “5.90 % Bonds Par Call Date”), JEGI may redeem the 5.90 % Bonds at its option, in whole or in part, at any time and from time to time, at the redemption price calculated by JEGI (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the 5.90 % Bonds being redeemed, assuming that such 5.90 % Bonds matured on the 5.90 % Bonds Par Call Date, discounted to the redemption date on a semiannual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the First Supplemental Indenture) plus 35 basis points, less (b) interest accrued to the redemption date, and (2) 100 % of the principal amount of such 5.90 % Bonds to be redeemed, plus, in either case, accrued and unpaid interest on the 5.90 % Bonds, if any, to, but excluding, the redemption date. At any time and from time to time on or after the 5.90 % Bonds Par Call Date, JEGI may redeem the 5.90 % Bonds, at its option, in whole or in part, at a redemption price equal to 100 % of the principal amount of the 5.90 % Bonds to be redeemed, plus accrued and unpaid interest thereon, if any, up to, but excluding, the redemption date.
On August 18, 2023, JEGI completed an offering of $600.0 million aggregate principal amount of 6.35 % Bonds due 2028 (the “6.35 % Bonds”). The 6.35 % Bonds are fully and unconditionally guaranteed by the Company (the “6.35 % Bonds Guarantee”). The 6.35 % Bonds and the 6.35 % Bonds Guarantee were offered pursuant to a prospectus supplement, dated August 15, 2023, to the prospectus dated February 6, 2023, that forms a part of the Company and JEGI’s automatic shelf registration statement on Form S-3ASR previously filed with the SEC, and were issued pursuant to the Indenture, as amended and supplemented by the Second Supplemental Indenture, dated as of August 18, 2023 (the “Second Supplemental Indenture”). Interest on the 6.35 % Bonds is payable semi-annually in arrears on each February 18 and August 18, until maturity. The Notes will bear interest at a rate of 6.35 % per annum and will mature on August 18, 2028. The 6.35 % Bonds bear interest at 6.35 % per annum.
Prior to July 18, 2028 (the “6.35 % Bonds Par Call Date”), JEGI may redeem the 6.35 % Bonds at its option, in whole or in part, at any time and from time to time, at the redemption price calculated by JEGI (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the 6.35 % Bonds being redeemed, assuming that such 6.35 % Bonds matured on the 6.35 % Bonds Par Call Date, discounted to the redemption date on a semiannual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the Second Supplemental Indenture) plus 30 basis points, less (b) interest accrued to the redemption date, and (2) 100 % of the principal amount of such 6.35 % Bonds to be redeemed, plus, in either case, accrued and unpaid interest on the 6.35 % Bonds, if any, to, but excluding, the redemption date. At any time and from time to time on or after the 6.35 % Bonds Par Call Date, JEGI may redeem the 6.35 % Bonds, at its option, in whole or in part, at a redemption price equal to 100 % of the principal amount of the 6.35 % Bonds to be redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
Other arrangements
During fiscal 2020, the Company entered into interest rate and cross currency derivative contracts to swap a portion of our variable rate debt to fixed rate debt. See Note 18- Commitments and Contingencies and Derivative Financial Instruments for discussion regarding the Company's derivative instruments.
Page 22
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The Company issued $0.3 million in letters of credit under the Revolving Credit Facility, leaving $1.59 billion of available borrowing capacity under the Revolving Credit Facility at June 27, 2025. In addition, the Company had issued $229.5 million under various separate, committed and uncommitted letter-of-credit facilities for total issued letters of credit of $229.8 million at June 27, 2025.
13. Leases
The components of lease expense (reflected in selling, general and administrative expenses ("SG&A")) for the three and nine months ended June 27, 2025 and June 28, 2024 were as follows (in thousands):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | |||||||||||||||||||||||
| Lease expense | ||||||||||||||||||||||||||
| Operating lease expense | $ | $ | $ | $ | ||||||||||||||||||||||
| Variable lease expense | ||||||||||||||||||||||||||
| Sublease income | ( | ( | ( | ( | ||||||||||||||||||||||
| Total lease expense | $ | $ | $ | $ | ||||||||||||||||||||||
Supplemental information related to the Company's leases for the nine months ended June 27, 2025 and June 28, 2024 was as follows (in thousands):
| Nine Months Ended | ||||||||||||||
| June 27, 2025 | June 28, 2024 | |||||||||||||
| Cash paid for amounts included in the measurements of lease liabilities | $ | $ | ||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | ||||||||||||
| Weighted average remaining lease term - operating leases | ||||||||||||||
| Weighted average discount rate - operating leases | ||||||||||||||
Total remaining lease payments under the Company's leases for the remainder of fiscal 2025 and for the succeeding years are as follows (in thousands):
| Fiscal Year | Operating Leases | |||||||
| 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Less Interest | ( | |||||||
| $ | ||||||||
Page 23
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
14. Pension and Other Postretirement Benefit Plans
The following table presents the components of net periodic pension benefit expense recognized in earnings during the three and nine months ended June 27, 2025 and June 28, 2024 (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| Component: | |||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of previously unrecognized items | |||||||||||||||||||||||
| Total net periodic pension benefit expense recognized | $ | $ | $ | $ | |||||||||||||||||||
The service cost component of net periodic pension benefit is presented in the same line item as other compensation costs (direct cost of contracts and selling, general and administrative expenses) and the other components of net periodic pension expense are presented in miscellaneous income (expense), net on the Consolidated Statements of Earnings.
The following table presents certain information regarding the Company’s cash contributions to our pension plans for fiscal 2025 (in thousands):
Cash contributions made during the first nine months of fiscal 2025 | $ | ||||
Cash contributions projected for the remainder of fiscal 2025 | |||||
| Total | $ | ||||
15.Discontinued Operations
Separation of Critical Mission Solutions (“CMS”) and Cyber & Intelligence (“C&I”) Businesses
On September 27, 2024, Jacobs completed the previously announced Reverse Morris Trust transaction pursuant to which (i) Jacobs first transferred its CMS and portions of its DVS business to Amazon Holdco Inc., a Delaware corporation ("SpinCo"), which has since been renamed Amentum Holdings, Inc., (ii) Jacobs then effectuated a spin-off of SpinCo by distributing 124,084,108 shares of SpinCo Common Stock, by way of a pro rata distribution to its shareholders such that each holder of shares of Jacobs Common Stock was entitled to receive one share of SpinCo Common Stock for each share of Jacobs common stock held as of the record date, September 23, 2024 (the "Distribution"), and (iii) finally, Amentum Parent Holdings LLC merged with and into SpinCo, with SpinCo surviving the merger (the "Merger"). Amentum Holdings, Inc., as the surviving entity of the Separation Transaction is now an independent public company with common stock listed on the New York Stock Exchange under the symbol “AMTM” (“Amentum”).
In connection and in accordance with the terms of the Separation Transaction and prior to the Distribution and the Merger, Jacobs received a cash payment from SpinCo of approximately $911 million, after adjustments based on the estimated levels of cash, debt and working capital in the SpinCo Business as of the transaction date, and recorded estimated additional net working capital receivable amounts reflected in Receivables and Contract Assets in the Company's September 27, 2024 Consolidated Balance Sheet, subject to final settlement between the parties after the closing of the transaction and as set forth in the Agreement and Plan of Merger, dated as of November 20, 2023 (as amended, the “Merger Agreement"). Subsequent to the closing and upon final determination in March 2025, the parties determined that the Company was entitled to $70 million in final settlement of the post-closing working capital adjustment, resulting in a $24 million reduction from preliminary recorded receivable amounts, which was charged to Retained Earnings in the Company's Consolidated Balance Sheet. The $70 million final receivable balance was collected in
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JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
full on April 10, 2025 and immediately utilized to pay down existing amounts owed on Company’s Revolving Credit Facility upon receipt.
Summarized Financial Information of Discontinued Operations
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| Revenues | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Direct cost of contracts | ( | ( | |||||||||||||||||||||
Gross (loss) profit | ( | ( | |||||||||||||||||||||
Selling, general and administrative expense | ( | ( | ( | ( | |||||||||||||||||||
Operating (Loss) Profit | ( | ( | |||||||||||||||||||||
Other income, net | |||||||||||||||||||||||
(Loss) Earnings Before Taxes from Discontinued Operations | ( | ( | |||||||||||||||||||||
Income Tax Benefit (Expense) | ( | ( | |||||||||||||||||||||
Net (Loss) Earnings of the Group from Discontinued Operations | ( | ( | |||||||||||||||||||||
Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations | ( | ( | |||||||||||||||||||||
Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations (1) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
(1)Changes year-over-year were primarily driven by prior year operating results of the SpinCo Business, which were divested and therefore are no longer in Company's financial results in fiscal year 2025.
Notable components included in our Consolidated Statements of Cash Flows for these discontinued operations are as follows (in thousands):
| Three Months Ended | For the Nine Months Ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| Depreciation and amortization: | |||||||||||||||||||||||
| Property, equipment and improvements | $ | $ | $ | $ | |||||||||||||||||||
| Intangible assets | $ | $ | $ | $ | |||||||||||||||||||
| Deferred income taxes | $ | $ | $ | $ | ( | ||||||||||||||||||
| Additions to property and equipment | $ | $ | ( | $ | $ | ( | |||||||||||||||||
No assets and liabilities remain held for spin as of the September 27, 2024 balance sheet date.
Investment in Amentum Stock
As a result of the Separation Transaction on September 27, 2024, Jacobs held approximately 29.2 million of the outstanding shares of Amentum common stock initially recorded on a net book value basis under spin-off accounting rules.
Following the Merger and in accordance with the Escrow Agreement, Jacobs transferred approximately 10.9 million of the 29.2 million of Amentum shares held into escrow to be held and distributed between the parties based on terms and conditions set forth in the Merger Agreement. The entire 29.2 million shares of Amentum, consisting of both the 10.9 million in escrow shares and the remaining 18.3 million shares owned by Jacobs was reflected in the Company’s September 27, 2024 Consolidated Balance Sheet pending final settlement of the escrow shares at a recorded fair value of $749.5 million.
Page 25
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
In February 2025, in connection with the determination of SpinCo’s fiscal year 2024 performance against certain agreed upon milestones and ensuing escrow share settlement proceedings (the “Post-Closing Additional Merger Consideration Adjustment”), the parties agreed that Jacobs was entitled to receive at least an additional 1.2 million shares held in escrow, which were then released to Jacobs. Subsequently, on March 13, 2025, Jacobs completed the Equity-for-Debt Transaction (see Note 12- Borrowings for additional information). After giving effect to the above transactions, the Company's remaining investment in Amentum represented the 9.7 million shares remaining in escrow.
Further, on April 7, 2025, the parties agreed to a final determination of the Post-Closing Additional Merger Consideration Adjustment, pursuant to which Jacobs became entitled to receive approximately 7.3 million Amentum shares from the remaining 9.7 million shares held in escrow mentioned above, and former Amentum equity sponsors became entitled to receive the remainder of approximately 2.4 million shares. The finalization of the shares deemed owed to the former Amentum equity sponsors resulted in approximately $21.9 million in charges to Miscellaneous Expense in the Company's Consolidated Statement of Earnings in the second fiscal quarter of 2025. These shares were subsequently released to the respective parties during the current quarter.
Finally, on April 30, 2025, the Jacobs Board of Directors declared a dividend in kind to distribute the remaining 7.3 million shares of Amentum's stock to Jacobs’ shareholders of record as of May 16, 2025, which were distributed on a pro rata basis on May 30, 2025, resulting in an impact on retained earnings as shown on the Company's Consolidated Statements of Shareholders' Equity for the three and nine months ended June 27, 2025. Following the distribution, the Company no longer owns any shares of Amentum common stock.
The Company reported $27.4 million in net mark-to-market gains and other related transactions and $227.3 million in fair value mark-to-market and other related charges associated with the investment in Amentum shares for the three and nine month periods ending June 27, 2025, respectively, which was included in Miscellaneous Income (Expense), net as reported in Other Income (Expense) in the Company’s Consolidated Statement of Earnings.
Transition Services Agreement
Upon closing of the Separation Transaction, the Company entered into a Transition Services Agreement (the "TSA") with Amentum pursuant to which the Company, on an interim basis, will provide various services to Amentum including corporate, information technology, and project services. The initial term of the TSA began immediately following the closing of the transaction on September 27, 2024 and expires in September 2025, unless the parties agree to an extension. Pursuant to the terms of the TSA, the Company will receive payments for the interim services. Since inception of the TSA agreement, the Company has recognized costs recorded in SG&A expense incurred to perform the TSA, offset by $9.8 million and $31.5 million in TSA related income for such services that is reported in miscellaneous income (expense) for the three and nine month periods ended June 27, 2025.
Sale of Energy, Chemicals and Resources ("ECR") Business
Page 26
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
16. PA Consulting Redeemable Noncontrolling Interests
In connection with the Company's strategic investment in PA Consulting, the Company recorded redeemable noncontrolling interests, including subsequent purchase accounting adjustments, representing the noncontrolling interest holders' equity interests in the form of preferred and common shares of PA Consulting, with substantially all of the value associated with these interests allocable to the preferred shares.
During the nine months ended June 27, 2025 and June 28, 2024, PA Consulting repurchased certain shares of the redeemable noncontrolling interest holders for cash amounts of $8.5 million and $41.8 million, respectively. Additionally, during the nine months ended June 28, 2024, PA Consulting issued certain shares of redeemable noncontrolling interest holders for cash amounts of $19.8 million. The difference between the cash purchase prices and the recorded book values of these repurchased and issued interests was recorded in the Company’s consolidated retained earnings. The Company held approximately 71 % and 70 % of the outstanding ownership of PA Consulting as of June 27, 2025 and September 27, 2024, respectively.
During the nine months ended June 27, 2025, there was a $0.10 increase in earnings per share resulting from adjustments to the redeemable noncontrolling interests to reflect the reduction of the excess in the redemption values over fair values of the B common shares component of the redeemable equity. During the nine months ended June 28, 2024, there was a $0.01 increase in earnings per share resulting from redemption value adjustments associated with redeemable noncontrolling interests preference share repurchase and reissuance activities that were recorded.
The changes above had no impact on the Company’s overall results of operations, financial position or cash flows. See Note 6- Earnings Per Share and Certain Related Information for more information.
Changes in the redeemable noncontrolling interests during the nine months ended June 27, 2025 are as follows (in thousands):
| Balance at September 27, 2024 | $ | ||||||||||||||||||||||
| Accrued Preferred Dividend to Preference Shareholders | |||||||||||||||||||||||
| Attribution of Preferred Dividend to Common Shareholders | ( | ||||||||||||||||||||||
| Net earnings attributable to redeemable noncontrolling interests to Common Shareholders | |||||||||||||||||||||||
| Redeemable Noncontrolling interests redemption value adjustment | |||||||||||||||||||||||
| Repurchase of redeemable noncontrolling interests | ( | ||||||||||||||||||||||
Cumulative translation adjustments and other | |||||||||||||||||||||||
| Balance at June 27, 2025 | $ | ||||||||||||||||||||||
In addition, certain employees and non-employees of PA Consulting are eligible to receive equity-based incentive grants since the March 2, 2021 original investment date. Under the terms of the applicable agreements, these grants have reached vested status on a tranche basis of approximately 40 % through June 2025, with the remaining 60 % anticipated to vest and result in associated expense recognition upon a liquidity event, as defined in the applicable agreements, which is expected to take place in 2026. The Company has accrued cumulative expenses associated with the vested grants in the amounts of $50.6 million and $28.4 million reported in Other deferred liabilities in our Consolidated Balance Sheets as of June 27, 2025 and September 27, 2024, respectively. Also, during the nine months ended June 27, 2025 and June 28, 2024, the Company has recorded $20.6 million and $11.5 million, respectively, in expenses associated with the vesting of these grants, which is reflected in selling, general and administrative expenses in the Consolidated Statements of Earnings.
The Company's investment in PA Consulting includes $2.7 million and $2.1 million at June 27, 2025 and September 27, 2024, respectively, in cash that is restricted from general use and is reflected in Prepaid expenses and other in the Company's Consolidated Balance Sheets.
Page 27
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
17. Restructuring and Other Charges
During fiscal 2023, the Company implemented restructuring and separation initiatives relating to the Separation Transaction which continued through fiscal years 2024 and 2025 year to date and are expected to be substantially completed by the end of calendar year 2025. Restructuring initiatives were also implemented during fiscal 2023 relating to our investment in PA Consulting, which is substantially completed. While restructuring activities for each of these programs are comprised mainly of employee termination costs, the separation activities and costs are primarily related to the engagement of outside services, dedicated internal personnel and other related costs dedicated to the Separation Transaction.
Collectively, the above-mentioned restructuring activities are referred to as “Restructuring and other charges.”
The following table summarizes the impacts of the Restructuring and other charges by operating segment for the three and nine months ended June 27, 2025 and June 28, 2024 (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
Infrastructure & Advanced Facilities | $ | $ | $ | $ | |||||||||||||||||||
| PA Consulting | |||||||||||||||||||||||
Total (1) | $ | $ | $ | $ | |||||||||||||||||||
(1)The three and nine months ended June 27, 2025 and June 28, 2024 included approximately $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), which were included in operating profit in the Company's Consolidated Statement of Earnings (mainly in SG&A).
The activity in the Company’s accruals for Restructuring and other charges for the nine months ended June 27, 2025 is as follows (in thousands):
Balance at September 27, 2024 | $ | ||||
| Net Charges (Credits) | |||||
| Payments and other | ( | ||||
| Balance at June 27, 2025 | $ | ||||
The following table summarizes the Restructuring and other charges by major type of costs for the three and nine months ended June 27, 2025 and June 28, 2024 (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| Lease Abandonments and Impairments | $ | $ | $ | $ | |||||||||||||||||||
| Terminations | |||||||||||||||||||||||
Outside Services (1) | |||||||||||||||||||||||
Other (2) | |||||||||||||||||||||||
Total | $ | $ | $ | $ | |||||||||||||||||||
(1) Amounts in the three and nine months ended June 27, 2025 and June 28, 2024 are mainly comprised of professional services relating to the Separation Transaction.
(2) Amounts in the three and nine months ended June 27, 2025 and June 28, 2024 are comprised of charges relating to the Separation Transaction.
Page 28
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Cumulative amounts incurred to date for restructuring and other programs that were active as of June 27, 2025 by each major type of cost are as follows (in thousands):
| Terminations | $ | ||||
| Outside Services | |||||
Other (1) | |||||
| Total | $ | ||||
(1)Cumulative amount includes a $35.2 million realized gain on interest rate swaps settled during the fourth quarter of fiscal 2024.
18. Commitments and Contingencies and Derivative Financial Instruments
Derivative Financial Instruments
The Company is exposed to interest rate risk under its variable rate borrowings and additionally, due to the nature of the Company's international operations, we are at times exposed to foreign currency risk. As such, we sometimes enter into foreign exchange hedging contracts and interest rate hedging contracts in order to limit our exposure to fluctuating foreign currencies and interest rates.
During fiscal 2022, the Company entered into two treasury lock agreements with a total notional value of $500.0 million to manage its interest rate exposure to the anticipated issuance of fixed rate debt before December 2023. On February 13, 2023, the Company settled these treasury lock agreements and issued the 5.90 % Bonds in the aggregate principal amount of $500.0 million, which resulted in the receipt of cash and a pre-tax gain of $37.4 million, which is being amortized to interest expense and recognized over the term of the 5.90 % Bonds. See Note 12- Borrowings for further discussion relating to the terms of the 5.90 % Bonds. The unrealized net gain on these instruments was $21.6 million and $23.6 million, net of tax, and is included in accumulated other comprehensive income as of June 27, 2025 and September 27, 2024, respectively.
In fiscal 2020 we entered into interest rate swap agreements to manage the interest rate exposure on our variable rate loans. By entering into the swap agreements, the Company converted the variable rate based liabilities into fixed rate liabilities for a period of five to ten years . During the fiscal 2023 transition from LIBOR to SOFR, the terms of the swaps were amended accordingly and remained designated as cash-flow hedges in accordance with ASC 815, Derivatives and Hedging. As of June 27, 2025 and September 27, 2024, the Company has one ten-year outstanding instrument with a notional value of $200.0
The fair value of the interest rate swap at June 27, 2025 and September 27, 2024 was $22.0 million and $23.0 million, respectively, included within miscellaneous other assets on the Consolidated Balance Sheet. The unrealized net gain on the interest rate swap as of June 27, 2025 and September 27, 2024 was $16.8 million and $17.4 million, respectively, net of tax, and was included in accumulated other comprehensive income.
Additionally, the Company held foreign exchange forward contracts in currencies that support our operations, including British Pound, Australian Dollar and other currencies, with notional values of $1.08 billion at June 27, 2025 and $827.3 million at September 27, 2024. The length of these contracts currently ranges from one to six months . The fair value of the foreign exchange contracts at June 27, 2025 was $15.3 million, of which $17.0 million is included within current assets and $(1.7 ) million is included within current liabilities on the Consolidated Balance Sheet as of June 27, 2025. The fair value of the contracts as of September 27, 2024 was $15.3 million, of which $15.8 million is included within current assets and $(0.5 ) million is included within current liabilities on the Consolidated Balance Sheet as of September 27, 2024. Associated income statement impacts are included in miscellaneous income (expense) in the Consolidated Statements of Earnings for both periods.
The fair value measurements of these derivatives are being made using Level 2 inputs under ASC 820, Fair Value Measurement, as the measurements are based on observable inputs other than quoted prices in active markets. We are exposed to risk from credit-related losses resulting from nonperformance by counterparties to our financial instruments. We perform credit evaluations of our counterparties under forward exchange and interest rate contracts and expect all counterparties to meet their obligations. We have not experienced credit losses from our counterparties.
Page 29
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Contractual Guarantees, Legal Proceedings, Claims, Investigations and Insurance
In the normal course of business, we make contractual commitments (some of which are supported by separate guarantees) and on occasion we are a party in a litigation or arbitration proceeding, such as the Consolidated JV Matter (see Note 19- Segment Information). The litigation or arbitration in which we are involved includes personal injury claims, professional liability claims and breach of contract claims. Where we provide a separate guarantee, it is strictly in support of the underlying contractual commitment. Guarantees take various forms including surety bonds required by law, or standby letters of credit ("LOC" and also referred to as “bank guarantees”) or corporate guarantees given to induce a party to enter into a contract with a subsidiary. Standby LOCs are also used as security for advance payments or in various other transactions. The guarantees have various expiration dates ranging from an arbitrary date to completion of our work (e.g., engineering only) to completion of the overall project. We record in the Consolidated Balance Sheets amounts representing our estimated liability relating to such guarantees, litigation and insurance claims. Guarantees are accounted for in accordance with ASC 460-10, Guarantees, at fair value at the inception of the guarantee.
At June 27, 2025 and September 27, 2024, the Company had issued and outstanding approximately $229.8 million and $306.2 million, respectively, in LOCs and $2.7 billion and $2.3 billion, respectively, in surety bonds.
We maintain insurance coverage for most insurable aspects of our business and operations. Our insurance programs have varying coverage limits depending upon the type of insurance and include certain conditions and exclusions which insurance companies may raise in response to any claim that is asserted by or against the Company. We have also elected to retain a portion of losses and liabilities that occur through using various deductibles, limits, and retentions under our insurance programs. As a result, we may be subject to a future liability for which we are only partially insured or completely uninsured. We intend to mitigate any such future liability by continuing to exercise prudent business judgment in negotiating the terms and conditions of the contracts which the Company enters with its clients. Our insurers are also subject to business risk and, as a result, one or more of them may be unable to fulfill their insurance obligations due to insolvency or otherwise.
Additionally, as a contractor providing services to the U.S. federal government, we are subject to many types of audits, investigations, and claims by, or on behalf of, the government including with respect to contract performance, pricing, cost allocations, procurement practices, labor practices, and socioeconomic obligations. Furthermore, our income, franchise, and similar tax returns and filings are also subject to audit and investigation by the Internal Revenue Service, most states within the United States, as well as by various government agencies representing jurisdictions outside the United States.
Our Consolidated Balance Sheets include amounts representing our probable estimated liability relating to such claims, guarantees, litigation, audits, and investigations. We perform an analysis to determine the level of reserves to establish for insurance-related claims that are known and have been asserted against us, as well as for insurance-related claims that are believed to have been incurred based on actuarial analysis but have not yet been reported to our claims administrators as of the respective balance sheet dates. We include any adjustments to such insurance reserves in our consolidated results of operations. Insurance recoveries are recorded as assets if recovery is probable and estimated liabilities are not reduced by expected insurance recoveries.
The Company believes, after consultation with counsel, that such guarantees, litigation, U.S. government contract-related audits, investigations and claims, and income tax audits and investigations should not have a material adverse effect on our consolidated financial statements, beyond amounts currently accrued.
19. Segment Information
The Company's two operating segments are comprised of Infrastructure and Advanced Facilities ("I&AF") and its majority investment in PA Consulting. Subsequent to the Separation Transaction, the SpinCo businesses are now presented as discontinued operations for all periods and therefore not reflected in the segment disclosures below. For further information, refer to Note 15- Discontinued Operations.
The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) and evaluates the performance of each of these segments and make appropriate resource allocations among each of the segments. For purposes of the Company’s goodwill impairment testing, it has been determined that the Company’s operating segments are also its reporting units based on management’s conclusion that the components comprising each of its operating segments share similar economic characteristics and meet the aggregation criteria for reporting units in accordance with ASC 350, Intangibles-Goodwill and Other.
Page 30
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Financial information for each segment is reviewed by the CODM to assess performance and make decisions regarding the allocation of resources. The CODM evaluates the operating performance of our operating segments using segment operating profit. The Company incurs certain SG&A that relate to its business as a whole which are not allocated to the segments.
The following tables present total revenues 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 by including certain corporate-level expenses, Restructuring and other charges (as defined in Note 17- Restructuring and Other Charges) and transaction and integration costs (in thousands).
| For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| Revenues from External Customers: | |||||||||||||||||||||||
| Infrastructure & Advanced Facilities (1) | $ | $ | $ | $ | |||||||||||||||||||
| PA Consulting | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| Segment Operating Profit: | |||||||||||||||||||||||
| Infrastructure & Advanced Facilities (1) | $ | $ | $ | $ | |||||||||||||||||||
| PA Consulting | |||||||||||||||||||||||
| Total Segment Operating Profit | |||||||||||||||||||||||
Restructuring, Transaction and Other Charges (2) | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of Intangible Assets | ( | ( | ( | ( | |||||||||||||||||||
| Total U.S. GAAP Operating Profit | |||||||||||||||||||||||
Total Other Income (Expense), net (3) | ( | ( | ( | ||||||||||||||||||||
| Earnings from Continuing Operations Before Taxes | $ | $ | $ | $ | |||||||||||||||||||
| (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 | ||||
| (2) | The three and nine months ended June 27, 2025 and June 28, 2024 included $ | ||||
| (3) | The three and nine months ended June 27, 2025 included gains of $ | ||||
See also the further description of results of operations for our operating segments in Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Page 31
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
General
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:
•The discussion of the critical and significant accounting policies used by the Company in preparing its consolidated financial statements. The most current discussion of our critical accounting policies appears in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Form 10-K, and the most current discussion of our significant accounting policies appears in Note 2- Significant Accounting Polices in Notes to Consolidated Financial Statements of our 2024 Form 10-K;
•The Company’s fiscal 2024 audited consolidated financial statements and notes thereto included in our 2024 Form 10-K; and
•Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Form 10-K.
In addition to historical information, this MD&A and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as “expects,” “anticipates,” “believes,” “seeks,” “estimates,” “plans,” “intends,” “future,” “will,” “would,” “could,” “can,” “may,” "target," "goal" and similar words are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make concerning the financial condition and results of operations and our expectations as to our future growth, prospects, financial outlook and business strategy and any assumptions underlying any of the foregoing. Although such statements are based on management’s current estimates and expectations, and/or currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain, and you should not place undue reliance on such statements as actual results may differ materially. We caution the reader that there are a variety of risks, uncertainties and other factors that could cause actual results to differ materially from what is contained, projected or implied by our forward-looking statements. Such factors include but are not limited to:
•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. and the countries where we do business on our results, prospects and opportunities;
•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;
•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
Page 32
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; and
•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.
The foregoing factors and potential future developments are inherently uncertain, unpredictable and, in many cases, beyond our control. For a description of these and additional factors that may occur that could cause actual results to differ from our forward-looking statements, see the Company’s filings with the U.S. Securities and Exchange Commission, including in particular the discussions contained in our fiscal 2024 Form 10-K under Item 1 - Business, Item 1A - Risk Factors, Item 3 - Legal Proceedings, and Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations; and in this Quarterly Report on Form 10-Q under Part I, Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item 1 - Legal Proceedings and Item 1A - Risk Factors. We undertake no obligation to release publicly any revisions or updates to any forward-looking statements. We encourage you to read carefully the risk factors, as well as the financial and business disclosures contained in this Quarterly Report on Form 10-Q and in other documents we file from time to time with the United States Securities and Exchange Commission (the "SEC").
Business Overview
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.
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Data and Digital Solutions
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.
Operating Segments
The services we provide to our markets fall into the following two operating segments: 1) Infrastructure & Advanced Facilities and 2) our majority investment in PA Consulting. For additional information regarding our segments, including information about our financial results by segment and financial results by geography, see Note 19- Segment Information and Note 5- Revenue Accounting for Contracts of Notes to Consolidated Financial Statements.
Infrastructure & Advanced Facilities (I&AF)
Jacobs' Infrastructure & Advanced Facilities line of business provides end-to-end solutions for our clients’ most complex challenges related to 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 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. Solutions are delivered as standalone professional service engagements, comprehensive program management partnerships, and selective progressive design-build and construction management at-risk delivery services. Increasingly, we use data science and technology-enabled expertise to deliver positive and enduring outcomes for our clients and communities.
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
Jacobs invested in a 65% stake in PA Consulting, the global innovation and transformation consultancy. PA Consulting accelerates new growth ideas from concept, through design and development and to commercial success, and revitalizes organizations, building leadership, culture, systems and processes to make innovation a reality. PA Consulting's global team of about 4,000, which includes strategists, innovators, designers, consultants, digital experts, scientists, engineers and technologists, work across seven sectors: consumer and manufacturing, defense and security, energy and utilities, financial services, government, health and life sciences, and transport to make a positive impact alongside the clients it supports, bringing ingenuity to life.
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PA Consulting has a diverse mix of private and public sector clients. Private sector clients include global household names like Diageo, Microsoft, Pret A Manger and Unilever, and start-ups like NTx, which is accelerating access to life-changing therapies. PA's work includes applying data and analytics to improve punctuality of flights at Heathrow Airport, accelerating the energy transition with Invenergy and energyRe, creating new digital platforms for the American College of Emergency Physicians, pioneering medtech with Hubly Surgical, accelerating clinical trials with AI for a global life sciences consortium, and enhancing resiliency in banking with Bankomat. Public sector clients include the U.K.'s Ministry of Defence, National Highways, The Norwegian Labour and Welfare Administration, The Danish Tax Agency and The Swedish Environmental Protection Agency.
Collectively, the Company also deploys the combined strengths of Jacobs and PA Consulting to 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)
On September 27, 2024, Jacobs Solutions Inc. ("Jacobs") completed the previously announced Reverse Morris Trust transaction pursuant to which (i) Jacobs first transferred its Critical Mission Solutions business (“CMS”) and portions of the Divergent Solutions (“DVS”) business (referred to herein as the Cyber & Intelligence business (“C&I”) and together with CMS referred to as the “SpinCo Business”), to Amazon Holdco Inc., a Delaware corporation, which has been renamed Amentum Holdings, Inc. (“SpinCo”) (the “Separation”), (ii) Jacobs then effectuated a spin-off of SpinCo by distributing 124,084,108 shares of SpinCo common stock, par value $0.01 per share (the “SpinCo Common Stock”), by way of a pro rata distribution to its shareholders such that each holder of shares of Jacobs common stock, par value $1.00 per share (the “Jacobs Common Stock”) was entitled to receive one share of SpinCo Common Stock for each share of Jacobs Common Stock held as of the record date, September 23, 2024 (the “Distribution”), and (iii) finally, Amentum Parent Holdings LLC merged with and into SpinCo, with SpinCo surviving the merger (the “Merger” and together with the Separation and the Distribution, the “Separation Transaction”). The surviving entity of the Separation Transaction is now an independent public company with common stock listed on the New York Stock Exchange under the symbol “AMTM” (“Amentum”).
As a result of the Separation Transaction, substantially all SpinCo Business-related assets and liabilities have been separated and distributed (the "Disposal Group"). The Company determined that the Disposal Group should be reported as discontinued operations in accordance with ASC 205-20, Discontinued Operations because their disposal represents a strategic shift that had a major effect on operations and financial results. 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. Clients included government agencies, as well as private sector clients mainly in the aerospace, automotive, motorsports, energy and telecom sectors. Prior to the Separation Transaction, the DVS business unit served as the core foundation for developing and delivering innovative, next-generation cloud, cyber, data and digital technologies. DVS clients included government agencies and commercial clients in the U.S. 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.
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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 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 | |||||||||||||||
| Direct cost of contracts | (2,273,358) | (2,162,442) | (6,657,118) | (6,443,156) | |||||||||||||||||||
| Gross profit | 758,410 | 720,942 | 2,218,021 | 2,097,635 | |||||||||||||||||||
| Selling, general and administrative expenses | (523,396) | (549,956) | (1,565,942) | (1,601,404) | |||||||||||||||||||
| Operating Profit | 235,014 | 170,986 | 652,079 | 496,231 | |||||||||||||||||||
| Other Income (Expense): | |||||||||||||||||||||||
| Interest income | 8,297 | 9,718 | 27,478 | 25,939 | |||||||||||||||||||
| Interest expense | (37,051) | (45,789) | (110,451) | (133,372) | |||||||||||||||||||
| Loss on extinguishment of debt | — | — | (20,510) | — | |||||||||||||||||||
| 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 | |||||||||||||||||||
| Income Tax Expense from Continuing Operations | (53,752) | (45,272) | (161,477) | (57,026) | |||||||||||||||||||
| 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 Attributable to Redeemable Noncontrolling Interests | (5,676) | (3,411) | (18,539) | (10,112) | |||||||||||||||||||
| 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 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 | |||||||||||||||
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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.
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
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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 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. 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.
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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. 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.
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.
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. These activities are expected to result in estimated gross annualized pre-tax cash savings of approximately $50 million to $65 million.
Refer to Note 17– Restructuring and Other Charges for further information regarding restructuring and integration initiatives.
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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 | ||||||||||||||||||||
Revenues from External Customers: | |||||||||||||||||||||||
| 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 | ||||||||||||||||||||
| Segment Operating Profit: | |||||||||||||||||||||||
| 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 (2) | (34,134) | (61,762) | (87,991) | (147,223) | |||||||||||||||||||
| Amortization of Intangible Assets | (39,245) | (38,312) | (115,946) | (113,718) | |||||||||||||||||||
| Total U.S. GAAP Operating Profit | 235,014 | 170,986 | 652,079 | 496,231 | |||||||||||||||||||
| 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 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). | ||||
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Infrastructure & Advanced Facilities
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
(in thousands) | 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 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 | 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 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. | ||
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Backlog Information
Backlog represents revenue we expect to realize for work to be completed by our consolidated subsidiaries and our proportionate share of work to be performed by unconsolidated joint ventures. Because of variations in the nature, size, expected duration, funding commitments, and the scope of services required by our contracts, the amount and timing of when backlog will be recognized as revenues includes significant estimates and can vary greatly between individual contracts.
Consistent with industry practice, substantially all of our contracts are subject to cancellation or termination at the option of the client, including our U.S. government work. While management uses all information available to determine backlog, at any given time our backlog is subject to changes in the scope of services to be provided as well as increases or decreases in costs relating to the contracts included therein. Backlog is not necessarily an indicator of future revenues.
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 | ||||||||||
| Infrastructure & Advanced Facilities | $ | 22,270 | $ | 19,489 | |||||||
| PA Consulting | 420 | 369 | |||||||||
| Total | $ | 22,690 | $ | 19,858 | |||||||
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. Additionally, the Company does not include our proportionate share of backlog related to unconsolidated joint ventures in our remaining performance obligations.
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"). See Note 12 - Borrowings for more information. We finance much of our operations and growth through cash generated by our operations.
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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 | |||||||
| Cash Flows from Investing Activities: | |||||||||||
| Additions to property and equipment | (49,655) | (82,772) | |||||||||
| Disposals of property and equipment and other assets | 2,332 | 158 | |||||||||
| Capital contributions to equity investees, net of return of capital distributions | 932 | 1,660 | |||||||||
| Acquisitions of businesses, net of cash acquired | — | (14,000) | |||||||||
| Net cash used for investing activities | (46,391) | (94,954) | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Proceeds from long-term borrowings | 2,173,201 | 2,224,577 | |||||||||
| 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) | |||||||||
| Debt issuance costs | (92) | (1,606) | |||||||||
| Proceeds from issuances of common stock | 25,467 | 35,414 | |||||||||
| Common stock repurchases | (653,247) | (346,382) | |||||||||
| Taxes paid on vested restricted stock | (26,992) | (33,389) | |||||||||
| Cash dividends to shareholders | (114,813) | (106,439) | |||||||||
| Net dividends associated with noncontrolling interests | (7,440) | (17,516) | |||||||||
| Repurchase of redeemable noncontrolling interests | (8,472) | (41,788) | |||||||||
| Proceeds from issuances of redeemable noncontrolling interests | — | 19,761 | |||||||||
Cash Impact from Distribution of SpinCo Business | 70,000 | — | |||||||||
| Net cash used for financing activities | (126,169) | (492,567) | |||||||||
| Effect of Exchange Rate Changes | 17,990 | 12,215 | |||||||||
| Net Increase in Cash and Cash Equivalents and Restricted Cash | 149,049 | 282,835 | |||||||||
| Cash and Cash Equivalents, including Restricted Cash, at the Beginning of the Period | 1,146,931 | 929,445 | |||||||||
| Cash and Cash Equivalents, including Restricted Cash, at the End of the Period | $ | 1,295,980 | $ | 1,212,280 | |||||||
| 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
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$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. (primarily in the U.K., the Eurozone, Australia, India, Canada, and the Middle East region). Other than the tax cost of repatriating funds to the U.S., there are no material impediments to repatriating these funds to the U.S.
The Company had $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.
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. 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 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 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. Please refer to Note 15 - Discontinued Operations for additional details.
On February 6, 2023 the Company refinanced its Revolving Credit Facility, and on February 16, 2023, the Company issued the 5.90% Bonds in the aggregate principal amount of $500.0 million. On August 18, 2023, the Company issued the 6.35% Bonds in the aggregate principal amount of $600.0 million. See Note 12 - Borrowings for further discussion relating to the terms of the 5.90% Bonds, the 6.35% Bonds, 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.
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Supplemental Obligor Group Financial Information
On February 16, 2023, Jacobs Engineering Group Inc., a wholly-owned subsidiary of Jacobs Solutions Inc. (together, the "Obligor Group"), completed an offering of $500.0 million aggregate principal amount of 5.90% Bonds, due 2033 and on August 18, 2023, completed an offering of $600.0 million aggregate principal amount of 6.35% Bonds, due 2028 (collectively the “Bonds”). The Bonds are fully and unconditionally guaranteed by the Company (the “Guarantees”). The Bonds and the respective Guarantees were offered pursuant to prospectus supplements, dated February 13, 2023 and August 15, 2023, respectively, to the prospectus dated February 6, 2023, that forms a part of the Company and JEGI’s automatic shelf registration statement on Form S-3ASR (File Nos. 333-269605 and 333-269605-01) previously filed with the SEC.
In accordance with SEC Regulation S-X Rule 13-01, set forth below is the summarized financial information for the Obligor Group on a combined basis after elimination of (i) intercompany transactions and balances between Jacobs and JEGI and (ii) equity in the earnings from and investments in all other subsidiaries of the Company that do not guarantee the registered securities of either Jacobs or JEG. 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. GAAP.
| Nine Months Ended | |||||
| (in thousands) | June 27, 2025 | ||||
| Summarized Statement of Earnings Data | |||||
| Revenue | $ | 3,023,299 | |||
| Direct Costs | $ | 2,512,397 | |||
| Selling, General and Administrative Expenses | $ | 354,112 | |||
| Net loss attributable to Guarantor Subsidiaries from continuing operations | $ | (154,888) | |||
| Noncontrolling interests | $ | (1,494) | |||
| (in thousands) | June 27, 2025 | September 27, 2024 | |||||||||
| Summarized Balance Sheet Data | |||||||||||
| Current assets, less receivables from Non-Guarantor Subsidiaries | $ | 1,080,478 | $ | 1,733,836 | |||||||
| Current receivables from Non-Guarantor Subsidiaries | $ | 844,849 | $ | 573,631 | |||||||
| Noncurrent assets, less noncurrent receivables from Non-Guarantor Subsidiaries | $ | 602,829 | $ | 503,444 | |||||||
| Noncurrent receivables from Non-Guarantor Subsidiaries | $ | 576,702 | $ | 615,986 | |||||||
| Current liabilities | $ | 1,058,092 | $ | 1,568,187 | |||||||
| Current liabilities to Non-Guarantor Subsidiaries | $ | — | $ | — | |||||||
| Long-term Debt | $ | 2,508,692 | $ | 1,348,594 | |||||||
| Other Noncurrent liabilities, less amounts payable to Non-Guarantor Subsidiaries | $ | 243,813 | $ | 237,025 | |||||||
| Noncurrent liabilities to Non-Guarantor Subsidiaries | $ | 980,169 | $ | 1,051,899 | |||||||
| Noncontrolling interests | $ | 5 | $ | 937 | |||||||
| Accumulated deficit | $ | (1,685,913) | $ | (779,745) | |||||||
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We do not enter into derivative financial instruments for trading, speculation or other similar purposes that would expose the Company to market risk. In the normal course of business, our results of operations are exposed to risks associated with fluctuations in interest rates and currency exchange rates.
Interest Rate Risk
Please see the Note 12- Borrowings in Notes to Consolidated Financial Statements appearing under Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference, for a discussion of the Revolving Credit Facility, Term Loan Facility and Note Purchase Agreement.
Our Revolving Credit Facility, 2025 Term Loan Facility and certain other debt obligations are subject to variable rate interest which could be adversely affected by an increase in interest rates. As of June 27, 2025, we had an aggregate of $1.42 billion in outstanding borrowings under our Revolving Credit Facility and 2025 Term Loan Facility. Interest on amounts borrowed under these agreements is subject to adjustment based on the Company’s Consolidated Leverage Ratio (as defined in the credit agreements governing the Revolving Credit Facility and the 2025 Term Loan Facility). Depending on the Company’s Consolidated Leverage Ratio, borrowings denominated in U.S. dollars under the Revolving Credit Facility bear interest at a SOFR rate plus a margin of between 0.975% and 1.725% or a base rate plus a margin of between 0.0% and 0.625% including applicable margins while borrowings denominated in British pounds under these respective facilities bear interest at an adjusted SONIA rate plus a margin of between 0.908% and 1.658%. Borrowings under the 2025 Term Loan Facility will bear interest at either a SONIA rate or term SOFR rate plus a margin of between 0.975% and 1.60% or a base rate plus a margin of between 0.0% and 0.50%. Additionally, our Revolving Credit Facility and our 5.90% Bonds have interest rates subject to potential increases relating to certain ESG metrics as stipulated in the related agreements and as discussed in Note 12- Borrowings.
However, as discussed in Note 18- Commitments and Contingencies and Derivative Financial Instruments, we are party to a swap agreement with a notional value of $200.0 million to convert the variable rate interest based liabilities associated with a corresponding amount of our debt into fixed interest rate liabilities, leaving $1.22 billion in principal amount subject to variable interest rate risk. Additionally, during fiscal 2022, we entered into two treasury lock arrangements with an aggregate notional value of $500.0 million, which were settled in the second quarter fiscal 2023, and are disclosed in further detail in Note 18- Commitments and Contingencies and Derivative Financial Instruments.
For the nine months ended June 27, 2025, our weighted average borrowings that are subject to floating rate exposure were approximately $1.19 billion. If floating interest rates had increased by 1.00%, our interest expense for the nine months ended June 27, 2025 would have increased by approximately $8.9 million.
Foreign Currency Risk
In situations where the Company incurs costs in currencies other than our functional currency, we sometimes enter into foreign exchange contracts to limit our exposure to fluctuating foreign currencies. We follow the provisions of ASC 815, Derivatives and Hedging in accounting for our derivative contracts. The Company has $1.08 billion in notional value of exchange rate sensitive instruments at June 27, 2025. See Note 18- Commitments and Contingencies and Derivative Financial Instruments for discussion.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure.
The Company’s management, with the participation of its Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of the Company’s disclosure controls and procedures as defined by Rule 13a-15(e) of the Exchange Act defined above, as of June 27, 2025, the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). Based on that evaluation, the Company’s management, with the participation of the Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) concluded that the Company’s disclosure controls and procedures, as of the Evaluation Date, were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting which were identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act during the quarter ended June 27, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The information required by this Item 1 is included in the Note 18- Commitments and Contingencies and Derivative Financial Instruments included in the Notes to Consolidated Financial Statements appearing under Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Item 1A. Risk Factors.
Please refer to Item 1A- Risk Factors in our 2024 Form 10-K, which is incorporated herein by reference, for a discussion of some of the factors that have affected our business, financial condition, and results of operations in the past and which could affect us in the future. There have been no material changes to those risk factors, except for the information disclosed elsewhere in this Quarterly Report on Form 10-Q that provides factual updates to those risk factors and the inclusion of the additional risk factors set forth below. Before making an investment decision with respect to our common stock, you should carefully consider those risk factors, as well as the financial and business disclosures contained in this Quarterly Report on Form 10-Q and our other current and periodic reports filed with the SEC.
Recent international trade issues, including tariffs and counter tariffs, if continued, may have a negative impact on our business generally.
Recently, there have been notable developments in international trade from the imposition of tariffs and counter tariffs in the United States, and in other countries in which we or our customers and suppliers operate. Increases in protectionist measures such as tariffs or import or export licensing requirements, whether imposed by the United States or such other countries, may adversely impact our business by causing a slowdown in global trade and a decrease in government or corporate spending.
These measures may also have the effect of heightening many of the other risks applicable to our business, including risks relating to:
•the impact of inflation and rising interest rates and/or construction costs, particularly on any fixed-price contract, which we may not be able to fully mitigate,
•our failure to meet performance requirements or contractual schedules, including as a result of supply chain disruptions,
•a reduction in the amount of available governmental funding,
•our international operations, including risks of facing backlash from potential customers as a result of being headquartered in the United States, and
•our indebtedness and credit markets.
While tariffs on goods and other trade measures have not yet had a significant impact on our business or results of operations, we are monitoring and evaluating any potential impacts that the imposition of tariffs and other trade measures may have on our business, and considering ways in which we, or our clients, may mitigate the potential impact of such tariffs and other trade measures. There is no assurance that we will be successful in mitigating such impacts. Additionally, we cannot fully predict the further developments that could have a material adverse impact on our business, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There were no sales of unregistered securities during the third fiscal quarter of 2025.
Share Repurchases
On January 25, 2023, the Company's Board of Directors authorized a share repurchase program of up to $1.0 billion of the Company's stock, to expire on January 25, 2026 (the "2023 Repurchase Authorization"). During the second fiscal quarter of 2025, the Company repurchased the remaining amount of common stock authorized under the 2023 Repurchase Authorization.
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On January 30, 2025, the Company's Board of Directors authorized an incremental share repurchase program of up to $1.5 billion of the Company's common stock, to expire on January 30, 2028 (the "2025 Repurchase Authorization").
An aggregate summary of repurchases of the Company’s common stock made during the third quarter of fiscal 2025 under the 2025 Share Repurchase Authorization follows:
| Period | Total Number of Shares Purchased | Average Price Per Share (1) | Total Number of Shares Purchased under the 2025 Repurchase Authorizations | Approximate Dollar Value of Shares that May Yet Be Purchased Under the 2025 Repurchase Authorizations | ||||||||||||||||||||||
| March 29, 2025 - April 25, 2025 | 252,203 | $117.00 | 252,203 | $1,390,503,032 | ||||||||||||||||||||||
| April 26, 2025 - May 23, 2025 | 262,347 | $124.98 | 262,347 | $1,357,713,728 | ||||||||||||||||||||||
| May 24, 2025 - June 27, 2025 | 296,309 | $130.09 | 296,309 | $1,319,166,826 | ||||||||||||||||||||||
Total | 810,859 | 810,859 | ||||||||||||||||||||||||
(1)Includes commissions paid and excise tax due under the Inflation Reduction Act of 2022 and calculated at the average price per share.
Our share repurchase program does not obligate the Company to purchase any shares. Share repurchases may be executed through various means including, without limitation, accelerated share repurchases, open market transactions, privately negotiated transactions, purchases pursuant to Rule 10b5-1 plans or otherwise. The authorization for the share repurchase programs may be terminated, increased or decreased by the Company’s Board of Directors in its discretion at any time. The timing, amount and manner of share repurchases may depend upon market conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, currency fluctuations, the market price of the Company's common stock, other uses of capital and other factors.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosure.
None.
Item 5. Other Information.
During the period covered by this Quarterly Report on Form 10-Q, none of our officers or directors adopted terminated
Adoption of Amended and Restated Bylaws
On July 31, 2025, the Jacobs Board of Directors amended and restated Jacobs’ bylaws (the “Amended and Restated Bylaws”), effective immediately, (i) to revise the procedure and information requirements for the nominations of persons for election to the Board of Directors and the proposal of business to be considered by stockholders; (ii) to clarify certain procedures relating to stockholder meetings; and (iii) to make certain other administrative, modernizing, clarifying and conforming changes throughout.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is attached as Exhibit 3.2 to this Form 10-Q and is incorporated herein by reference
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Item 6. Exhibits.
2.1 | Agreement and Plan of Merger, dated November 20, 2023, by and among Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP. Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K on November 21, 2023 and incorporated herein by reference. | |||||||
2.2 | Amendment to Agreement and Plan of Merger, dated August 26, 2024, by and among Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP. Filed as Exhibit 2,5 to the Registrant’s fiscal 2024 Annual Report on Form 10-K and incorporated herein by reference. | |||||||
3.1 | Restated Certificate of Incorporation of Jacobs Solutions Inc, Filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K on February 3, 2025 and incorporated herein by reference. | |||||||
3.2* | Amended and Restated Bylaws of Jacobs Solutions Inc., dated as of July 31, 2025. | |||||||
| 22.1 | Subsidiary Issuers of Guaranteed Securities. Filed as Exhibit 22.1 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2024 and incorporated herein by reference. | |||||||
31.1* | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | |||||||
31.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | |||||||
32.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
32.2* | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101 | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Earnings, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | |||||||
| 104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2025, (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
JACOBS SOLUTIONS INC.
| By: | /s/ Venk Nathamuni | ||||
| Venk Nathamuni | |||||
Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
| Date: | August 5, 2025 | ||||
Page 51
Jacobs Engr Group Inc
NYSE:J
J Latest News
Jul 31, 2025
Jacobs Declares Quarterly Dividend
J Latest SEC Filings
J Stock Data
17.45B
118.71M
1.11%
89.81%
2.21%
Engineering & Construction
Heavy Construction Other Than Bldg Const - Contractors
United States
DALLAS