filings.toolsItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
296K characters. Original on sec.gov · Markdown
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report:
(1)The Company’s Consolidated Financial Statements at September 26, 2025 and September 27, 2024 and for each of the three years in the period ended September 26, 2025, and the notes thereto, together with the report of the independent auditors on those Consolidated Financial Statements are hereby filed as part of this report, beginning on page F-1.
(2)Financial statement schedules – no financial statement schedules are presented as the required information is either not applicable or is included in the consolidated financial statements or notes thereto.
(3)See Exhibit Index below.
(b) Exhibit Index:
Page 74
Page 75
Page 76
Page 77
| 101.CAL† | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF† | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB† | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE† | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104† | Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101) |
| † | Being filed herewith. |
| # | Management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| JACOBS SOLUTIONS INC. | ||||||||||||||||||||
| Dated: | November 20, 2025 | By: | /S/ Robert V. Pragada | |||||||||||||||||
| Robert V. Pragada | ||||||||||||||||||||
| Chair and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Page 78
| Signature | Title | Date | ||||||||||||
| /S/ Robert V. Pragada | Chair and Chief Executive Officer (Principal Executive Officer) | November 20, 2025 | ||||||||||||
| Robert V. Pragada | ||||||||||||||
| /S/ Louis Pinkham | Director | November 20, 2025 | ||||||||||||
| Louis Pinkham | ||||||||||||||
| /S/ Peter J. Robertson | Director | November 20, 2025 | ||||||||||||
| Peter J. Robertson | ||||||||||||||
| /S/ Manny Fernandez | Director | November 20, 2025 | ||||||||||||
| Manny Fernandez | ||||||||||||||
| /S/ Priya Abani | Director | November 20, 2025 | ||||||||||||
| Priya Abani | ||||||||||||||
| /S/ Michael Collins | Director | November 20, 2025 | ||||||||||||
| Michael Collins | ||||||||||||||
| /S/ Georgette D. Kiser | Director | November 20, 2025 | ||||||||||||
| Georgette D. Kiser | ||||||||||||||
| /S/ Mary Jackson | Director | November 20, 2025 | ||||||||||||
| Mary Jackson | ||||||||||||||
| /S/ Robert A. McNamara | Director | November 20, 2025 | ||||||||||||
| Robert A. McNamara | ||||||||||||||
| /S/ Julie Sloat | Director | November 20, 2025 | ||||||||||||
| Julie Sloat | ||||||||||||||
| /s/ Venk Nathamuni | Chief Financial Officer (Principal Financial Officer) | November 20, 2025 | ||||||||||||
| Venk Nathamuni | ||||||||||||||
| /S/ William B. Allen, Jr. | Chief Accounting Officer (Principal Accounting Officer) | November 20, 2025 | ||||||||||||
| William B. Allen, Jr. |
Page 79
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
WITH REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
September 26, 2025
F-1
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
September 26, 2025
F-2
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share information)
| September 26, 2025 | September 27, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | 1,235,448 | $ | 1,144,795 | |||||||
| Receivables and contract assets | 2,989,067 | 2,845,452 | |||||||||
| Prepaid expenses and other | 134,804 | 155,865 | |||||||||
| Investment in equity securities | — | 749,468 | |||||||||
| Total current assets | 4,359,319 | 4,895,580 | |||||||||
| Property, Equipment and Improvements, net | 311,872 | 315,630 | |||||||||
| Other Noncurrent Assets: | |||||||||||
| Goodwill | 4,780,818 | 4,788,181 | |||||||||
| Intangibles, net | 717,670 | 874,894 | |||||||||
| Deferred income tax assets | 325,814 | 195,406 | |||||||||
| Operating lease right-of-use assets | 289,101 | 303,856 | |||||||||
| Miscellaneous | 467,941 | 385,458 | |||||||||
| Total other noncurrent assets | 6,581,344 | 6,547,795 | |||||||||
| $ | 11,252,535 | $ | 11,759,005 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Current maturities of long-term debt | $ | — | $ | 875,760 | |||||||
| Accounts payable | 1,261,489 | 1,029,140 | |||||||||
| Accrued liabilities | 1,037,754 | 1,087,764 | |||||||||
| Operating lease liability | 111,040 | 119,988 | |||||||||
| Contract liabilities | 940,616 | 967,089 | |||||||||
| Total current liabilities | 3,350,899 | 4,079,741 | |||||||||
| Long-term debt | 2,236,456 | 1,348,594 | |||||||||
| Liabilities relating to defined benefit pension and retirement plans | 272,069 | 298,221 | |||||||||
| Deferred income tax liabilities | 151,821 | 116,655 | |||||||||
| Long-term operating lease liability | 362,361 | 407,826 | |||||||||
| Other deferred liabilities | 212,330 | 120,483 | |||||||||
| Total other noncurrent liabilities | 3,235,037 | 2,291,779 | |||||||||
| Commitments and Contingencies | |||||||||||
| Redeemable Noncontrolling Interests | 1,018,694 | 820,182 | |||||||||
| Stockholders’ Equity: | |||||||||||
| Capital stock: | |||||||||||
| Preferred stock, $1 par value, authorized - 1,000,000 shares; issued and outstanding - none | — | — | |||||||||
| Common stock $1 par value, authorized - 240,000,000 shares; issued and outstanding - 119,081,294 shares and 124,084,028 shares as of September 26, 2025 and September 27, 2024, respectively | 119,081 | 124,084 | |||||||||
| Additional paid-in capital | 2,706,376 | 2,758,064 | |||||||||
| Retained earnings | 1,525,760 | 2,366,769 | |||||||||
| Accumulated other comprehensive loss | (710,410) | (699,450) | |||||||||
| Total Jacobs stockholders’ equity | 3,640,807 | 4,549,467 | |||||||||
| Noncontrolling interests | 7,098 | 17,836 | |||||||||
| Total Group stockholders’ equity | 3,647,905 | 4,567,303 | |||||||||
| $ | 11,252,535 | $ | 11,759,005 |
See the accompanying Notes to Consolidated Financial Statements.
F-3
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
For the Fiscal Years Ended September 26, 2025, September 27, 2024 and September 29, 2023
(In thousands, except per share information)
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Revenues | $ | 12,029,783 | $ | 11,500,941 | $ | 10,851,420 | |||||||||||
| Direct cost of contracts | (9,044,849) | (8,668,185) | (8,140,560) | ||||||||||||||
| Gross profit | 2,984,934 | 2,832,756 | 2,710,860 | ||||||||||||||
| Selling, general and administrative expenses | (2,121,300) | (2,140,320) | (2,034,376) | ||||||||||||||
| Operating Profit | 863,634 | 692,436 | 676,484 | ||||||||||||||
| Other Income (Expense): | |||||||||||||||||
| Interest income | 35,804 | 34,454 | 24,975 | ||||||||||||||
| Interest expense | (145,788) | (169,058) | (168,085) | ||||||||||||||
| Loss on extinguishment of debt | (20,510) | — | — | ||||||||||||||
| Miscellaneous (expense) income, net | (189,663) | 219,454 | (12,399) | ||||||||||||||
| Total other (expense) income, net | (320,157) | 84,850 | (155,509) | ||||||||||||||
| Earnings from Continuing Operations Before Taxes | 543,477 | 777,286 | 520,975 | ||||||||||||||
| Income Tax Expense for Continuing Operations | (215,555) | (131,493) | (101,336) | ||||||||||||||
| Net Earnings of the Group from Continuing Operations | 327,922 | 645,793 | 419,639 | ||||||||||||||
| Net (Loss) Earnings of the Group from Discontinued Operations, net of tax | (23,966) | 206,850 | 300,017 | ||||||||||||||
| Net Earnings of the Group | 303,956 | 852,643 | 719,656 | ||||||||||||||
| Net Earnings Attributable to Noncontrolling Interests from Continuing Operations | (3,443) | (17,990) | (18,900) | ||||||||||||||
| Net Earnings Attributable to Redeemable Noncontrolling Interests | (11,177) | (14,999) | (21,614) | ||||||||||||||
| Net Earnings Attributable to Jacobs from Continuing Operations | 313,302 | 612,804 | 379,125 | ||||||||||||||
| Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations | — | (13,561) | (13,365) | ||||||||||||||
| Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations | (23,966) | 193,289 | 286,652 | ||||||||||||||
| Net Earnings Attributable to Jacobs | $ | 289,336 | $ | 806,093 | $ | 665,777 | |||||||||||
| Net Earnings Per Share: | |||||||||||||||||
| Basic Net Earnings from Continuing Operations Per Share | $ | 2.59 | $ | 4.81 | $ | 3.06 | |||||||||||
| Basic Net (Loss) Earnings from Discontinued Operations Per Share | $ | (0.20) | $ | 1.54 | $ | 2.26 | |||||||||||
| Basic Earnings Per Share | $ | 2.39 | $ | 6.35 | $ | 5.32 | |||||||||||
| Diluted Net Earnings from Continuing Operations Per Share | $ | 2.58 | $ | 4.79 | $ | 3.05 | |||||||||||
| Diluted Net (Loss) Earnings from Discontinued Operations Per Share | $ | (0.20) | $ | 1.54 | $ | 2.25 | |||||||||||
| Diluted Earnings Per Share | $ | 2.38 | $ | 6.32 | $ | 5.30 |
See the accompanying Notes to Consolidated Financial Statements.
F-4
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Fiscal Years Ended September 26, 2025, September 27, 2024 and September 29, 2023
(In thousands)
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Net Earnings of the Group | $ | 303,956 | $ | 852,643 | $ | 719,656 | |||||||||||
| Other Comprehensive (Loss) Income: | |||||||||||||||||
| Foreign currency translation adjustment | (10,110) | 266,421 | 148,971 | ||||||||||||||
| Change in cash flow hedges | (6,284) | (84,193) | (20,500) | ||||||||||||||
| Change in pension plan liabilities | (2,717) | (50,404) | (16,389) | ||||||||||||||
| Other comprehensive (loss) income before taxes | (19,111) | 131,824 | 112,082 | ||||||||||||||
| Income Tax Benefit (Expense): | |||||||||||||||||
| Foreign currency translation adjustment | 5,657 | — | 1,132 | ||||||||||||||
| Cash flow hedges | 1,750 | 21,521 | 5,870 | ||||||||||||||
| Change in pension plan liabilities | 744 | 5,159 | (1,908) | ||||||||||||||
| Income Tax Benefit: | 8,151 | 26,680 | 5,094 | ||||||||||||||
| Net other comprehensive (loss) income | (10,960) | 158,504 | 117,176 | ||||||||||||||
| Net Comprehensive Income of the Group | 292,996 | 1,011,147 | 836,832 | ||||||||||||||
| Net Earnings Attributable to Noncontrolling Interests | (3,443) | (31,551) | (32,265) | ||||||||||||||
| Net Earnings Attributable to Redeemable Noncontrolling Interests | (11,177) | (14,999) | (21,614) | ||||||||||||||
| Net Comprehensive Income Attributable to Jacobs | $ | 278,376 | $ | 964,597 | $ | 782,953 |
See the accompanying Notes to Consolidated Financial Statements including the Company's note on Other Financial Information for a presentation of amounts reclassified to net income during the period.
F-5
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Fiscal Years Ended September 26, 2025, September 27, 2024 and September 29, 2023
(In thousands)
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Jacobs Stockholders’ Equity | Noncontrolling Interests | Total Group Stockholders’ Equity | |||||||||||||||||||||||||||||||||||
| Balances at September 30, 2022 | $ | 127,393 | $ | 2,682,009 | $ | 4,225,784 | $ | (975,130) | $ | 6,060,056 | $ | 44,336 | $ | 6,104,392 | |||||||||||||||||||||||||||
| Net earnings | — | — | 665,777 | — | 665,777 | 32,265 | 698,042 | ||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments, net of deferred taxes of $(1,132) | — | — | — | 150,103 | 150,103 | — | 150,103 | ||||||||||||||||||||||||||||||||||
| Pension plan liability, net of deferred taxes of $1,908 | — | — | — | (18,297) | (18,297) | — | (18,297) | ||||||||||||||||||||||||||||||||||
| Change in cash flow hedges, net of deferred taxes of $(5,870) | — | — | — | (14,630) | (14,630) | — | (14,630) | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | (132,468) | — | (132,468) | — | (132,468) | ||||||||||||||||||||||||||||||||||
| Noncontrolling interests - distributions and other | — | — | — | — | — | (22,739) | (22,739) | ||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling interests redemption value adjustment | — | — | (10,770) | — | (10,770) | — | (10,770) | ||||||||||||||||||||||||||||||||||
| Repurchase and issuance of redeemable noncontrolling interests | — | — | 14,293 | — | 14,293 | — | 14,293 | ||||||||||||||||||||||||||||||||||
| Stock based compensation | — | 74,337 | — | — | 74,337 | — | 74,337 | ||||||||||||||||||||||||||||||||||
| Issuances of equity securities including shares withheld for taxes | 910 | 28,181 | (5,558) | — | 23,533 | — | 23,533 | ||||||||||||||||||||||||||||||||||
| Repurchases of equity securities | (2,326) | (49,202) | (214,186) | — | (265,714) | — | (265,714) | ||||||||||||||||||||||||||||||||||
| Balances at September 29, 2023 | $ | 125,977 | $ | 2,735,325 | $ | 4,542,872 | $ | (857,954) | $ | 6,546,220 | $ | 53,862 | $ | 6,600,082 | |||||||||||||||||||||||||||
| Net earnings | — | — | 806,093 | — | 806,093 | 31,551 | 837,644 | ||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments, net of deferred taxes of $0 | — | — | — | 211,702 | 211,702 | — | 211,702 | ||||||||||||||||||||||||||||||||||
| Pension plan liability, net of deferred taxes of $(5,159) | — | — | — | (44,998) | (44,998) | — | (44,998) | ||||||||||||||||||||||||||||||||||
| Change in cash flow hedges., net of deferred taxes of $(21,521) | — | — | — | (62,672) | (62,672) | — | (62,672) | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | (145,924) | — | (145,924) | — | (145,924) | ||||||||||||||||||||||||||||||||||
| Noncontrolling interests - distributions and other | — | — | — | — | — | (21,202) | (21,202) | ||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling interests redemption value adjustment | — | — | (171,142) | — | (171,142) | — | (171,142) | ||||||||||||||||||||||||||||||||||
| Repurchase and issuance of redeemable noncontrolling interests | — | — | 4,698 | — | 4,698 | — | 4,698 | ||||||||||||||||||||||||||||||||||
| Distribution of SpinCo Business | — | — | (2,326,290) | 54,472 | (2,271,818) | (46,375) | (2,318,193) | ||||||||||||||||||||||||||||||||||
| Stock based compensation | — | 74,193 | — | — | 74,193 | — | 74,193 | ||||||||||||||||||||||||||||||||||
| Issuances of equity securities including shares withheld for taxes | 994 | 11,512 | (6,723) | — | 5,783 | — | 5,783 | ||||||||||||||||||||||||||||||||||
| Repurchases of equity securities | (2,887) | (62,966) | (336,815) | — | (402,668) | — | (402,668) | ||||||||||||||||||||||||||||||||||
| Balances at September 27, 2024 | $ | 124,084 | $ | 2,758,064 | $ | 2,366,769 | $ | (699,450) | $ | 4,549,467 | $ | 17,836 | $ | 4,567,303 | |||||||||||||||||||||||||||
| Net earnings | — | — | 289,336 | — | 289,336 | 3,443 | 292,779 | ||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments, net of deferred taxes of $(5,657) | — | — | — | (4,453) | (4,453) | — | (4,453) | ||||||||||||||||||||||||||||||||||
| Pension plan liability, net of deferred taxes of $(744) | — | — | — | (1,973) | (1,973) | — | (1,973) | ||||||||||||||||||||||||||||||||||
| Change in cash flow hedges, net of deferred taxes of $(1,750) | — | — | — | (4,534) | (4,534) | — | (4,534) | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | (117,977) | — | (117,977) | — | (117,977) | ||||||||||||||||||||||||||||||||||
| Dividend in kind | — | — | (159,266) | — | (159,266) | — | (159,266) | ||||||||||||||||||||||||||||||||||
| Noncontrolling interests - distributions and other | — | — | — | — | — | (14,181) | (14,181) | ||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling interests redemption value adjustment | — | — | (199,763) | — | (199,763) | — | (199,763) | ||||||||||||||||||||||||||||||||||
| Repurchase and issuance of redeemable noncontrolling interests | — | — | 3,550 | — | 3,550 | — | 3,550 | ||||||||||||||||||||||||||||||||||
| Distribution adjustments relating to SpinCo Business | — | — | (27,672) | — | (27,672) | — | (27,672) | ||||||||||||||||||||||||||||||||||
| Stock based compensation | — | 60,960 | — | — | 60,960 | — | 60,960 | ||||||||||||||||||||||||||||||||||
| Issuances of equity securities including shares withheld for taxes | 685 | 14,230 | (7,653) | — | 7,262 | — | 7,262 | ||||||||||||||||||||||||||||||||||
| Repurchases of equity securities | (5,688) | (126,878) | (621,564) | — | (754,130) | — | (754,130) | ||||||||||||||||||||||||||||||||||
| Balances at September 26, 2025 | $ | 119,081 | $ | 2,706,376 | $ | 1,525,760 | $ | (710,410) | $ | 3,640,807 | $ | 7,098 | $ | 3,647,905 |
F-6
See the accompanying Notes to Consolidated Financial Statements.
F-7
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Fiscal Years Ended September 26, 2025, September 27, 2024 and September 29, 2023
(In thousands)
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Cash Flows from Operating Activities: | |||||||||||||||||
| Net Earnings of the Group | $ | 303,956 | $ | 852,643 | $ | 719,656 | |||||||||||
| Adjustments to reconcile net earnings to net cash flows provided by operations: | |||||||||||||||||
| Depreciation and amortization: | |||||||||||||||||
| Property, equipment and improvements | 82,059 | 99,232 | 103,346 | ||||||||||||||
| Intangible assets | 155,517 | 209,507 | 203,906 | ||||||||||||||
| Loss on extinguishment of debt | 20,510 | — | — | ||||||||||||||
| Loss (gain) on investment in equity securities | 227,305 | (186,931) | — | ||||||||||||||
| Stock based compensation | 60,960 | 74,193 | 74,337 | ||||||||||||||
| Equity in earnings of operating ventures, net of return on capital distributions | (1,526) | (16,079) | (324) | ||||||||||||||
| (Gain) loss on disposals of assets, net | (722) | (3,200) | 7,690 | ||||||||||||||
| Impairment of equity method investment and other long-term assets | — | 3,000 | 48,163 | ||||||||||||||
| Deferred income taxes | (94,532) | (224,935) | (76,815) | ||||||||||||||
| Changes in assets and liabilities, excluding the effects of businesses acquired: | |||||||||||||||||
| Receivables and contract assets, net of contract liabilities | (177,877) | 59,587 | (8,395) | ||||||||||||||
| Prepaid expenses and other current assets | 8,383 | 11,217 | (33,996) | ||||||||||||||
| Miscellaneous other assets | 60,586 | 104,659 | 92,050 | ||||||||||||||
| Accounts payable | 231,254 | 81,469 | 166,194 | ||||||||||||||
| Income taxes payable | (183,273) | 94,094 | 9,408 | ||||||||||||||
| Accrued liabilities | (64,945) | (138,491) | (279,136) | ||||||||||||||
| Other deferred liabilities | 75,231 | 6,047 | (49,957) | ||||||||||||||
| Other, net | (16,182) | 28,661 | (1,364) | ||||||||||||||
| Net cash provided by operating activities | 686,704 | 1,054,673 | 974,763 | ||||||||||||||
| Cash Flows from Investing Activities: | |||||||||||||||||
| Additions to property and equipment | (79,232) | (121,114) | (137,486) | ||||||||||||||
| Disposals of property and equipment and other assets | 2,332 | 6,187 | 1,544 | ||||||||||||||
| Capital contributions to equity investees, net of return of capital distributions | 1,609 | 1,737 | 7,964 | ||||||||||||||
| Acquisitions of businesses, net of cash acquired | — | (14,000) | (17,685) | ||||||||||||||
| Net cash used for investing activities | (75,291) | (127,190) | (145,663) | ||||||||||||||
| Cash Flows from Financing Activities: | |||||||||||||||||
| Proceeds from long-term borrowings | 2,458,201 | 4,606,697 | 3,860,468 | ||||||||||||||
| Repayments of long-term borrowings | (1,471,800) | (3,370,355) | (4,486,679) | ||||||||||||||
| Proceeds from short-term borrowings | — | 5,345 | 13,011 | ||||||||||||||
| Repayments of short-term borrowings | (656,981) | (866,761) | (3,353) | ||||||||||||||
| Debt issuance costs | (92) | (34,331) | (17,177) | ||||||||||||||
| Proceeds from issuances of common stock | 34,712 | 47,503 | 47,782 | ||||||||||||||
| Common stock repurchases | (754,130) | (402,668) | (265,714) | ||||||||||||||
| Taxes paid on vested restricted stock | (27,450) | (41,720) | (24,249) | ||||||||||||||
| Cash dividends to shareholders | (153,027) | (142,779) | (128,420) | ||||||||||||||
| Net dividends associated with noncontrolling interests | (14,205) | (21,678) | (23,156) | ||||||||||||||
| Repurchase of redeemable noncontrolling interests | (10,449) | (55,344) | (92,939) | ||||||||||||||
| Proceeds from issuances of redeemable noncontrolling interests | — | 19,761 | 34,016 | ||||||||||||||
| Cash impact from distribution of SpinCo Business | 70,000 | (495,307) | — | ||||||||||||||
| Net cash used for financing activities | (525,221) | (751,637) | (1,086,410) | ||||||||||||||
| Effect of Exchange Rate Changes | 3,693 | 41,640 | 32,548 | ||||||||||||||
| Net Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash | 89,885 | 217,486 | (224,762) | ||||||||||||||
| Cash and Cash Equivalents, including Restricted Cash, at the Beginning of the Period | 1,146,931 | 929,445 | 1,154,207 | ||||||||||||||
| Cash and Cash Equivalents, including Restricted Cash, at the End of the Period | $ | 1,236,816 | $ | 1,146,931 | $ | 929,445 | |||||||||||
| Less Cash and Cash Equivalents included in Assets held for spin | $ | — | $ | — | $ | (155,728) | |||||||||||
| Cash and Cash Equivalents, including Restricted Cash, of Continuing Operations at the End of the Period | $ | 1,236,816 | $ | 1,146,931 | $ | 773,717 |
F-8
See the accompanying Notes to Consolidated Financial Statements.
F-9
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
**1.**Description of Business and Basis of Presentation
Description of Business
Jacobs Solutions Inc. ("Jacobs" or "the Company") is a leading global professional services company that designs and deploys technology-centric solutions to solve many of the world’s most complex challenges. The services Jacobs provides to end markets fall into the following two operating segments: Infrastructure & Advanced Facilities and our investment in PA Consulting Group Limited ("PA Consulting"). See Note 19- Segment Information.
From advisory and consulting, feasibility, planning, design, program and lifecycle management, Jacobs provides end-to-end services in advanced manufacturing, cities & places, energy, environmental, life sciences, transportation and water. Jacobs provides its services through offices and subsidiaries located primarily in North America, Europe, the Middle East, India, Australia, New Zealand and Asia. Jacobs provides its services under cost-reimbursable (including limited amounts of guaranteed maximum price) and fixed-price contracts, with fixed-price contracts comprised mainly of professional services arrangements and in some limited cases, construction. The percentage of revenues realized from each of these types of contracts for the fiscal years ended September 26, 2025, September 27, 2024 and September 29, 2023 was as follows:
| For the Years Ended | |||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Cost-reimbursable | 68% | 69% | 70% | ||||||||||||||
| Fixed-price | 32% | 31% | 30% |
Basis of Presentation, Definition of Fiscal Year, and Other Matters
The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and include the accounts of Jacobs Solutions Inc. and its subsidiaries and affiliates which it controls. All intercompany accounts and transactions have been eliminated in consolidation.
The Company’s fiscal year ends on the Friday closest to September 30 (determined on the basis of the number of workdays) and, accordingly, an additional week of activity is added every five-to-six years. Fiscal 2020 included an extra week of activity.
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. Additionally, current and non-current assets and liabilities of the Disposal Group were reflected as held for spin in the Consolidated Balance Sheets prior to the Separation Transaction and no amounts remain held for spin as of September 27, 2024 and September 26, 2025. See Note 14- Discontinued Operations for more information.
F-10
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
**2.**Significant Accounting Policies
Revenue Accounting for Contracts
Engineering, Procurement & Construction Contracts, Service Contracts and Software Contracts
The Company recognizes engineering, procurement, and construction contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer in accordance with ASC Topic 606, Revenue from Contracts with Customers. Contracts which include engineering, procurement and construction services are generally accounted for as a single deliverable (a single performance obligation). In some instances, the Company’s services associated with a construction activity are limited to specific tasks such as customer support, consulting or supervisory services. In these instances, the services are typically identified as separate performance obligations.
The Company recognizes revenue using the percentage-of-completion method, based primarily on contract costs incurred to date compared to total estimated contract costs. Estimated contract costs include the Company’s latest estimates using judgments with respect to labor hours and costs, materials, and subcontractor costs. The percentage-of-completion method (an input method) is the most representative depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Subcontractor materials, labor and equipment and, in certain cases, customer-furnished materials and labor and equipment are included in revenue and cost of revenue when management believes that the company is acting as a principal rather than as an agent (e.g., the company significantly integrates the materials, labor and equipment into the deliverables promised to the customer or is otherwise primarily responsible for fulfillment and acceptability of the materials, labor and/or equipment). The Company recognizes revenue, but not profit, on certain uninstalled materials that are not specifically produced, fabricated, or constructed for a project. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance obligation being transferred to the client. Under the typical payment terms of our engineering, procurement and construction contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms at periodic intervals (e.g., biweekly or monthly) and customer payments are typically due within 30 to 60 days of billing, depending on the contract.
For service contracts, the Company recognizes revenue over time using the cost-to-cost percentage-of-completion method. For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. In some instances where the Company is standing ready to provide services, the Company recognizes revenue ratably over the service period. When the Company has operations and maintenance or secondment contracts that do not contain variable consideration or have significant timing differences between cash payment and performance, the practical expedient method is applied for revenue recognition. Under the typical payment terms of our service contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, and customer payments are typically due within 30 to 60 days of billing, depending on the contract.
Revenue for certain contracts related to the sale of software licenses is recognized at a point in time, typically at the time of delivery, in accordance with ASC 606. The software license sale will be treated as a performance obligation separate and distinct from any related service and maintenance.
Direct cost of contracts include all costs incurred in connection with and directly for the benefit of client contracts, including depreciation and amortization relating to assets used in providing the services required by the related projects. The level of direct cost of contracts may fluctuate between reporting periods due to a variety of factors, including the amount of pass-through costs we incur during a period. On those projects where we are acting as principal for subcontract labor or third-party materials and equipment, we reflect the amounts of such items in both revenues and costs (and we refer to such costs as “pass-through costs”).
Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable, and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described above have been satisfied.
F-11
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Variable Consideration
The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders; awards and incentive fees; and liquidated damages and penalties. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount. Factors considered in determining whether revenue associated with claims (including change orders in dispute and unapproved change orders in regard to both scope and price) should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. If the requirements for recognizing revenue for claims or unapproved change orders are met, revenue is recorded only when the costs associated with the claims or unapproved change orders have been incurred and only up to the amount of consideration that is probable of not being reversed.
The Company generally provides limited warranties for work performed under its engineering and construction contracts. The warranty periods typically extend for a limited duration following substantial completion of the Company’s work on the project. Historically, warranty claims have not resulted in material costs incurred for which the Company was not compensated for by the customer.
See Note 3- Revenue Accounting for Contracts for further discussion.
Joint Ventures and VIEs
As is common to the industry, we execute certain contracts jointly with third parties through various forms of joint ventures. Although the joint ventures own and hold the contracts with the clients, the services required by the contracts are typically performed by us and our joint venture partners, or by other subcontractors under subcontracting agreements with the joint ventures. Many of these joint ventures are formed for a specific project. The assets of our joint ventures generally consist almost entirely of cash and receivables (representing amounts due from clients), and the liabilities of our joint ventures generally consist almost entirely of amounts due to the joint venture partners (for services provided by the partners to the joint ventures under their individual subcontracts) and other subcontractors. In general, at any given time, the equity of our joint ventures represents the undistributed profits earned on contracts the joint ventures hold with clients. Very few of our joint ventures have employees or third-party debt or credit facilities. The debt held by the joint ventures is non-recourse to the general credit of Jacobs.
The assets of a joint venture are available for use for the obligations of the particular joint venture and not for general operations of the Company. Our risk of loss on these arrangements is usually shared with our partners. The liability of each partner is usually joint and several, which means that each partner may become liable for the entire risk of loss on the project. Furthermore, on some of our projects, the Company has granted guarantees which may encumber both our contracting subsidiary company and the Company for the entire risk of loss on the project. The Company is unable to estimate the maximum potential amount of future payments that we could be required to make under outstanding performance guarantees related to joint venture projects due to a number of factors, including but not limited to, the nature and extent of any contractual defaults by our joint venture partners, resource availability, potential performance delays caused by the defaults, the location of the projects, and the terms of the related contracts. See Note 18- Contractual Guarantees, Litigation, Investigations and Insurance for further discussion.
Most of the joint ventures are deemed to be variable interest entities (“VIE”) because they lack sufficient equity to finance the activities of the joint venture. The Company uses a qualitative approach to determine if the Company is the primary beneficiary of the VIE, which considers factors that indicate a party has the power to direct the activities that most significantly impact the joint venture’s economic performance. These factors include the composition of the governing board, how board decisions are approved, the powers granted to the operational manager(s) and partner that holds that position(s), and to a certain extent, the partner’s economic interest in the joint venture. The Company analyzes each joint venture initially to determine if it should be consolidated or unconsolidated.
-
Consolidated if the Company is the primary beneficiary of a VIE or holds the majority of voting interests of a non-VIE (and no significant participative rights are available to the other partners).
-
Unconsolidated if the Company is not the primary beneficiary of a VIE or does not hold the majority of voting interest of a non-VIE.
F-12
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Our unconsolidated joint ventures (including equity method investments) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable, and impairment losses are recognized for such investments if there is a decline in fair value below carrying value that is considered to be other-than-temporary.
See Note 8- Joint Ventures, VIEs and Other Investments for further discussion.
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.
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 9- Borrowings for a discussion of the fair value of long-term debt.
Certain other assets and liabilities, such as forward contracts and interest rate swap agreements we purchased as cash-flow hedges discussed in Note 17- Commitments and Contingencies and Derivative Financial Instruments and the Company's investment in Amentum ordinary shares discussed in Note 14- Discontinued Operations are required to be carried in our Consolidated Financial Statements at Fair Value.
The fair value of the Company’s reporting units (when a quantitative impairment analysis is required for the purpose of determining whether there is an impairment of the carrying value of goodwill) is determined using an income and market approach. Both approaches require us to make certain estimates and judgments. Under the income approach, fair value is determined by using the discounted cash flows of our reporting units. Under the market approach, the fair values of our reporting units are determined by reference to guideline companies that are reasonably comparable to our reporting units; the fair values are estimated based on the valuation multiples of earnings before taxes, interest, depreciation and amortization associated with the guideline companies. In assessing whether the carrying value of goodwill has been impaired, we utilize the results of both valuation techniques and consider the range of fair values indicated.
With respect to equity-based compensation (i.e., share-based payments), we estimate the fair value of stock options granted to employees and directors using the Black-Scholes option-pricing model. Like all option-pricing models, the Black-Scholes model requires the use of subjective assumptions including (i) the expected volatility of the market price of the underlying stock, and (ii) the expected term of the award, among others. Accordingly, changes in assumptions and any subsequent adjustments to those assumptions can cause different fair values to be assigned to our future stock option awards. For restricted stock awards (including restricted stock units) containing service and performance conditions, fair value is based on the closing stock price on the date of grant, adjusted for the expected level of achievement for any performance conditions.
F-13
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The fair values of the assets owned by the various pension plans that the Company sponsors are determined based on the type of asset, consistent with U.S. GAAP. Equity securities are valued by using market observable data such as quoted prices. Publicly traded corporate equity securities are valued at the last reported sale price on the last business day of the year. Securities not traded on the last business day are valued at the last reported bid price. Fixed income investment funds categorized as Level 2 are valued by the trustee using pricing models that use verifiable observable market data (e.g., interest rates and yield curves observable at commonly quoted intervals), bids provided by brokers or dealers, or quoted prices of securities with similar characteristics. Real estate consists primarily of common or collective trusts, with underlying investments in real estate. These investments are valued using the best information available, including quoted market price, market prices for similar assets when available, internal cash flow estimates discounted at an appropriate interest rate, or independent appraisals, as appropriate. Management values insurance contracts and hedge funds using actuarial assumptions and certain values reported by fund managers.
Fair value measurements relating to our business combinations are made primarily using Level 3 inputs including discounted cash flow and to the extent applicable, Monte Carlo simulation techniques. Fair value for the identified intangible assets is generally estimated using inputs primarily for the income approach using the multiple period excess earnings method and the relief from royalties method. The significant assumptions used in estimating fair value include (i) revenue projections of the business, including profitability, (ii) attrition rates and (iii) the estimated discount rate that reflects the level of risk associated with receiving future cash flows. Other personal property assets, such as furniture, fixtures and equipment, are valued using the cost approach, which is based on replacement or reproduction costs of the asset less depreciation. The fair value of the contingent consideration is estimated using a Monte Carlo simulation and the significant assumptions used include projections of revenues and probabilities of meeting those projections. Key inputs to the valuation of the noncontrolling interests include projected cash flows and the expected volatility associated with those cash flows.
The fair values for the asset groups relating to the impairment assessment of long-lived assets (see Note 10- Leases) were estimated primarily using discounted cash flow models (income approach) with Level 3 inputs. The significant assumptions used in estimating fair value include the expected downtime prior to the commencement of future subleases, projected sublease income over the remaining lease periods and discount rates that reflects the level of risk associated with receiving future cash flows.
The methodologies described above and elsewhere in these Notes to Consolidated Financial Statements may produce a fair value measure that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes Level 3 valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement.
Cash Equivalents
We consider all highly liquid investments with original maturities of less than three months to be cash equivalents. Cash equivalents at September 26, 2025 and September 27, 2024 consisted primarily of money market mutual funds and overnight bank deposits.
Receivables, Contract Assets and Contract Liabilities
Receivables include amounts billed, net and unbilled receivables. 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 in connection with our client contracts, 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 provided ahead 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.
F-14
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Contract liabilities represent amounts billed to clients in excess of revenue recognized to date. Amounts will be earned based on achievement of deliverables.
Property, Equipment, and Improvements
Property, equipment and improvements are carried at cost, and are shown net of accumulated depreciation and amortization in the accompanying Consolidated Balance Sheets. Depreciation and amortization are computed primarily by using the straight-line method over the estimated useful lives of the assets. The cost of leasehold improvements is amortized using the straight-line method over the lesser of the estimated useful life of the asset or the remaining term of the related lease. Estimated useful lives are 40 years for buildings and range from 3 to 10 years for equipment and from 1 to 13 years for leasehold improvements.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the cost of an acquired business over the fair value of the net tangible and intangible assets acquired. Goodwill and intangible assets with indefinite lives are not amortized; instead, on an annual basis we test goodwill and intangible assets with indefinite lives for possible impairment. Intangible assets with finite lives are amortized on a straight-line basis over the useful lives of those assets.
For purposes of impairment testing, goodwill is assigned to the applicable reporting units based on the current reporting structure. We have determined that our operating segments are also our reporting units based on management’s conclusion that the components comprising each of our operating segments share similar economic characteristics and meet the aggregation criteria in accordance with ASC 350.
We perform our annual goodwill impairment assessment as of the first day of the fourth fiscal quarter each year. We begin with the qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value before applying the quantitative assessment described below. If it is determined through the evaluation of events or circumstances that the carrying value may not be recoverable, the Company then compares the fair value of the related reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized. For the 2025 fiscal year, we determined that the fair values of reporting units significantly exceeded their carrying values and an analysis beyond the qualitative level was not considered necessary.
Impairment of Long-Lived Assets
Our long-lived assets other than goodwill principally consist of right-of-use (ROU) lease assets, property, equipment and improvements, and finite-lived intangible assets. These long-lived assets are evaluated for impairment for each of our asset groups in accordance with ASC 360 by first identifying whether indicators of impairment exist. If such indicators are present, we assess long-lived asset groups for recoverability based on estimated future undiscounted cash flows. For asset groups where the recoverability test fails, the fair value of each asset group is then estimated and compared to its carrying amount. An impairment loss is recognized for the amount by which an asset group’s carrying value exceeds its fair value.
Foreign Currencies
In preparing our Consolidated Financial Statements, it is necessary to translate the financial statements of our subsidiaries operating outside the U.S., which are denominated in currencies other than the U.S. dollar, into the U.S. dollar. In accordance with U.S. GAAP, revenues and expenses of operations outside the U.S. are translated into U.S. dollars using weighted-average exchange rates for the applicable periods being translated while the assets and liabilities of operations outside the U.S. are generally translated into U.S. dollars using period-end exchange rates. The net effect of foreign currency translation adjustments is included in stockholders’ equity as a component of accumulated other comprehensive loss in the accompanying Consolidated Balance Sheets.
Share-Based Payments
We measure the value of services received from employees and directors in exchange for an award of an equity instrument based on the grant-date fair value of the award. The fair value is recognized as a non-cash cost on a straight-line basis over the period the individual provides services, which is typically the vesting period of the award with the exception of awards containing an internal performance measure, such as Earnings Per Share growth and Return on Invested Capital, which is recognized on a straight-line basis over the vesting period subject to the probability of meeting the performance requirements and adjusted for the number of shares expected to be earned. The cost of these awards is recorded in selling, general and administrative expenses in the accompanying Consolidated Statements of Earnings.
F-15
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Concentrations of Credit Risk
Our cash balances and cash equivalents are maintained in accounts held by major banks and financial institutions located in North America, South America, Europe, the Middle East, India, Australia, Africa and Asia. In the normal course of business, and consistent with industry practices, we grant credit to our clients without requiring collateral. Concentrations of credit risk is the risk that, if we extend a significant amount of credit to clients in a specific geographic area or industry, we may experience disproportionately high levels of default if those clients are adversely affected by factors particular to their geographic area or industry. Concentrations of credit risk relative to trade receivables are limited due to our diverse client base, which includes the U.S. federal government and multi-national corporations operating in a broad range of industries and geographic areas. Additionally, in order to mitigate credit risk, we continually evaluate the credit worthiness of our major commercial clients.
Leases
The Company accounts for its leases in accordance with ASC 842, Leases ("ASC 842"). ASC 842 requires lessees to recognize assets and liabilities for most leases. The Company determines if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of an identified asset for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified asset in the contract, and (2) the customer has the right to control the use of the identified asset. Lessees are required to classify leases as either finance or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease.
The Company’s right-of use assets and lease liabilities relate to real estate, project assets used in connection with long-term construction contracts, IT assets and vehicles. The Company’s leases have remaining lease terms of less than one year to eighteen years. The Company’s lease obligations are primarily for the use of office space and are primarily operating leases. Certain of the Company’s leases contain renewal, extension, or termination options. The Company assesses each option on an individual basis and will only include options reasonably certain of exercise in the lease term. The Company generally considers the base term to be the term provided in the contract. None of the Company’s lease agreements contain material options to purchase the leased property, material residual value guarantees, or material restrictions or covenants.
Long-term project asset and vehicle leases (leases with terms greater than twelve months), along with all real estate and IT asset leases, are recorded on the consolidated balance sheet at the present value of the minimum lease payments not yet paid. Because the Company primarily acts as a lessee and the rates implicit in its leases are not readily determinable, the Company generally uses its incremental borrowing rate on the lease commencement date to calculate the present value of future lease payments. Certain leases include payments that are based solely on an index or rate. These variable lease payments are included in the calculation of the ROU asset and lease liability and are initially measured using the index or rate at the lease commencement date. Other variable lease payments, such as payments based on use and for property taxes, insurance, or common area maintenance that are based on actual assessments are excluded from the ROU asset and lease liability and are expensed as incurred. In addition to the present value of the future lease payments, the calculation of the ROU asset also includes any deferred rent, lease prepayments and initial direct costs of obtaining the lease, such as commissions.
Certain lease contracts contain non-lease components such as maintenance and utilities. The Company has made an accounting policy election, as allowed under ASC 842-10-15-37 and discussed above, to capitalize both the lease component and non-lease components of its contracts as a single lease component for all of its right-of-use assets.
Short-term project asset and vehicle leases (project asset and vehicle leases with an initial term of twelve months or less or leases that are cancellable by the lessee and lessor without significant penalties) are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term. The majority of the Company’s short-term leases relate to equipment used on construction projects. These leases are entered into at agreed upon hourly, daily, weekly or monthly rental rates for an unspecified duration and typically have a termination for convenience provision. Such equipment leases are considered short-term in nature unless it is reasonably certain that the equipment will be leased for a term greater than twelve months.
F-16
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Pensions
We use certain assumptions and estimates in order to calculate periodic pension cost and the value of the assets and liabilities of our pension plans. These assumptions involve discount rates, investment returns, and projected salary increases, among others. Changes in the actuarial assumptions may have a material effect on the plans’ liabilities and the projected pension expense.
We use a corridor approach to amortize actuarial gains and losses. Under this approach, net gains or losses in excess of ten percent of the larger of the pension benefit obligation or the market-related value of the assets are amortized on a straight-line basis. The period of amortization is the average remaining service of active participants who are expected to receive benefits under certain plans and the average remaining future lifetime of plan participants for certain plans.
We measure our defined benefit plan assets and obligations as of the end of the month closest to their fiscal year end, which is September 26, 2025 as the alternative measurement date in accordance with FASB guidance ASU 2015-04, Compensation Retirement Benefit (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Asset. This guidance allows employers with fiscal year ends that do not coincide with a calendar month end to make an accounting policy election to measure defined benefit plan assets and obligations as of the end of the month closest to their fiscal year end.
Redeemable Noncontrolling Interests
In connection with the PA Consulting investment in March 2021, the Company recorded redeemable noncontrolling interests, representing the interest holders' initial 35% equity interest in the form of preferred and common shares of PA Consulting. The preferred shares are entitled to a cumulative annual compounding 12% dividend based on the outstanding preferred share subscription price. These noncontrolling interest holders have certain option rights to put the preferred and common share interests back to the Company at a value based on the fair value of PA Consulting (the redemption values). The primary inputs and assumptions impacting the fair value of PA Consulting include projections of revenue and earnings before interest, taxes, depreciation and amortization and discount rates applied thereto. Additionally, the Company has an option to call the interests for certain individual shareholders in certain circumstances. Because the interests are redeemable at the option of the holders and not solely within the control of the Company, the Company classified the interests in redeemable noncontrolling interests within its Consolidated Balance Sheet at their redemption values. The optional redemption features may become exercisable no earlier than five years from the March 2, 2021 closing date, or upon the occurrence of certain other events.
The Company has deemed these interests probable of becoming redeemable in the future and requiring their measurement at the greater of (i) the redemption amount that would be paid if settlement occurred at the balance sheet date, or (ii) the historical value resulting from the original acquisition date fair value plus the impact of any earnings or loss attribution amounts, including dividends. The fair value of the PA Consulting redeemable noncontrolling interest is determined using a combination of the income and market approaches. Under the income approach, fair value is determined by using the projected discounted cash flows of PA Consulting. Under the market approach, the fair value is determined by reference to guideline companies that are reasonably comparable to PA Consulting; the fair value is estimated based on the valuation multiples of earnings before interest, taxes, depreciation and amortization.
Further, to the extent redemption values exceed historical values of the interests, changes in redemption amounts are recognized as changes to redeemable noncontrolling interests with an offsetting change in consolidated retained earnings. Additionally, particular to the preference share and in certain circumstances the ordinary share components of redeemable noncontrolling interests, such changes in consolidated retained earnings could also be reflected as a corresponding adjustment to net earnings attributable to Jacobs for purposes of the calculation of consolidated earnings per share attributable to common shareholders.
F-17
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Income Taxes
We determine our consolidated income tax expense using the asset and liability method prescribed by U.S. GAAP. Under this method, deferred tax assets and liabilities are recognized for the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. Such deferred tax assets and liabilities are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. If and when we determine that a deferred tax asset will not be realized for its full amount, we will recognize and record a valuation allowance with a corresponding charge to earnings. Judgment is required in determining our provision for income taxes. In the normal course of business, we may engage in numerous transactions every day for which the ultimate tax outcome (including the period in which the transaction will ultimately be included in taxable income or deducted as an expense) is uncertain. Additionally, we file income, franchise, gross receipts and similar tax returns in many jurisdictions. Our tax returns are subject to audit and investigation by the Internal Revenue Service, most states in the U.S., and by various government agencies representing many jurisdictions outside the U.S.
The Tax Cuts and Jobs Act of 2017 (the "Tax Act") contains a provision which subjects a U.S. parent of a foreign subsidiary to current U.S. tax on its global intangible low–taxed income (“GILTI”). The GILTI income is eligible for a deduction, which lowers the effective tax rate of GILTI to 10.5% for calendar years 2018 through 2025 and 13.125% after 2025. The Company will report the tax impact of GILTI as a period cost when incurred. Accordingly, the Company is not providing deferred taxes for basis differences expected to reverse as GILTI.
Contractual Guarantees, Litigation, Investigations and Insurance
In the normal course of business, we are subject to certain contractual guarantees and litigation. 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. We perform an analysis to determine the level of reserves to establish for both 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 Statements of Earnings. In addition, as a contractor providing services to various agencies of the U.S. federal government, we are subject to many levels of audits, investigations, and claims by, or on behalf of, the U.S. federal government with respect to contract performance, pricing, costs, cost allocations and procurement practices. We adjust revenues based upon the amounts we expect to realize considering the effects of any client audits or governmental investigations.
Business Combinations
U.S. GAAP requires that the purchase price paid for business combinations accounted for using the acquisition method be allocated to the assets and liabilities acquired based on their respective fair values. The Company makes certain estimates and judgments relating to other assets and liabilities acquired as well as any identifiable intangible assets acquired.
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 could differ significantly from those estimates and assumptions. Our estimates, judgments and assumptions are evaluated periodically and adjusted accordingly.
F-18
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
New Accounting Pronouncements
ASU 2025-05, Financial Instruments—Credit Losses, (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, provides all entities with a practical expedient option when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The amendments in this update are effective for annual reporting periods beginning after December 15, 2025, including interim periods within those annual periods, with early adoption permitted. ASU 2025-05 will be effective for the Company in first quarter of fiscal 2027. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
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 2028. 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.
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's annual fiscal 2026 period. 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 was effective for the Company's annual fiscal 2025 period. The Company adopted this update effective for the fiscal year ended September 26, 2025.
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.
F-19
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
**3.**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.
The following table further disaggregates our revenue by geographic area for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands):
| For the Years Ended | |||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Revenues: | |||||||||||||||||
| United States | $ | 7,415,464 | $ | 7,178,610 | $ | 6,511,371 | |||||||||||
| Europe | 2,871,566 | 2,689,298 | 2,704,684 | ||||||||||||||
| Canada | 248,118 | 261,682 | 266,926 | ||||||||||||||
| Asia | 144,944 | 132,658 | 133,670 | ||||||||||||||
| India | 180,124 | 152,591 | 164,212 | ||||||||||||||
| Australia and New Zealand | 573,237 | 549,571 | 558,096 | ||||||||||||||
| Middle East and Africa | 596,330 | 536,531 | 512,461 | ||||||||||||||
| Total | $ | 12,029,783 | $ | 11,500,941 | $ | 10,851,420 |
The following table presents the revenues earned directly or indirectly from the U.S. federal government and its agencies, expressed as a percentage of total revenues:
| For the Years Ended | ||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | ||||||||||||
| 8% | 10% | 9% |
Contract Liabilities
Contract liabilities represent amounts billed to clients in excess of revenue recognized to date. Revenue recognized for the year ended September 26, 2025 that was previously included in the contract liability balance on September 27, 2024 was $728 million. Revenue recognized for the year ended September 27, 2024 that was previously included in the contract liability balance on September 29, 2023 was $521 million.
Remaining Performance Obligations
The Company’s remaining performance obligations as of September 26, 2025 represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. The Company had approximately $15.7 billion in remaining performance obligations as of September 26, 2025. The Company expects to recognize 51% of our remaining performance obligations 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.
F-20
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
**4.**Earnings Per Share and Certain Related Information
Basic and Diluted Earnings Per Share
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 redeemable noncontrolling interests redemption value adjustment associated with the PA Consulting investment.
F-21
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table reconciles the numerator and denominator used to compute basic EPS to the denominator used to compute diluted EPS for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands):
| For the Years Ended | |||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Numerator for Basic and Diluted EPS: | |||||||||||||||||
| Net earnings attributable to Jacobs from continuing operations | $ | 313,302 | $ | 612,804 | $ | 379,125 | |||||||||||
| Redeemable Noncontrolling interests redemption value adjustment (See Note 15- PA Consulting Redeemable Noncontrolling Interests) | 912 | (10,274) | 8,340 | ||||||||||||||
| Net earnings from continuing operations allocated to common stock for EPS calculation | $ | 314,214 | $ | 602,530 | $ | 387,465 | |||||||||||
| Net (loss) earnings from discontinued operations allocated to common stock for EPS calculation | $ | (23,966) | $ | 193,289 | $ | 286,652 | |||||||||||
| Net earnings allocated to common stock for EPS calculation | $ | 290,248 | $ | 795,819 | $ | 674,117 | |||||||||||
| Denominator for Basic and Diluted EPS: | |||||||||||||||||
| Shares used for calculating basic EPS attributable to common stock | 121,468 | 125,324 | 126,607 | ||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||
| Stock compensation plans | 464 | 557 | 607 | ||||||||||||||
| Shares used for calculating diluted EPS attributable to common stock | 121,932 | 125,881 | 127,214 | ||||||||||||||
| Net Earnings Per Share: | |||||||||||||||||
| Basic Net Earnings from Continuing Operations Per Share | $ | 2.59 | $ | 4.81 | $ | 3.06 | |||||||||||
| Basic Net (Loss) Earnings from Discontinued Operations Per Share | $ | (0.20) | $ | 1.54 | $ | 2.26 | |||||||||||
| Basic Earnings Per Share: | $ | 2.39 | $ | 6.35 | $ | 5.32 | |||||||||||
| Diluted Net Earnings from Continuing Operations Per Share | $ | 2.58 | $ | 4.79 | $ | 3.05 | |||||||||||
| Diluted Net (Loss) Earnings from Discontinued Operations Per Share | $ | (0.20) | $ | 1.54 | $ | 2.25 | |||||||||||
| Diluted Earnings Per Share: | $ | 2.38 | $ | 6.32 | $ | 5.30 | |||||||||||
| Note: Earnings 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 $1.0 billion of the Company's common stock (the "2020 Repurchase Authorization"). The 2020 Repurchase Authorization expired on January 15, 2023. On January 25, 2023, the Company's Board of Directors authorized an incremental share repurchase program of up to $1.0 billion of the Company's common stock, which would expire on January 25, 2026 (the "2023 Repurchase Authorization"). By the end of the second fiscal quarter of 2025, the Company had repurchased the full amount of common stock authorized under the 2023 Repurchase Authorization.
F-22
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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"). At September 26, 2025, the Company had $1.2 billion remaining under the 2025 Repurchase Authorization.
The following table summarizes repurchase activity under the 2020 Repurchase Authorization during fiscal 2023 through expiration during the second fiscal quarter of 2023:
| Amount Authorized (2020 Repurchase Authorization) | Average Price Per Share (1) | Shares Repurchased | Total Shares Retired | |||||||||||||||||||||||
| $1,000,000,000 | $113.56 | 1,237,688 | 1,237,688 |
(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 the activity under the 2023 Repurchase Authorization during fiscal 2025:
| Amount Authorized (2023 Repurchase Authorization) | Average Price Per Share (1) | Shares Repurchased | Total Shares Retired | |||||||||||||||||
| $1,000,000,000 | $133.51 | 3,570,275 | 3,570,275 |
(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 the activity under the 2025 Repurchase Authorization during fiscal 2025:
| Amount Authorized (2025 Repurchase Authorization) | Average Price Per Share (1) | Shares Repurchased | Total Shares Retired | |||||||||||||||||
| $1,500,000,000 | $131.05 | 2,117,350 | 2,117,350 |
(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 programs do 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 a Rule 10b5-1 plan 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.
Common and Preferred Stock
Jacobs is authorized to issue two classes of capital stock designated “common stock” and “preferred stock” (each has a par value of $1.00 per share). The preferred stock may be issued in one or more series. The number of shares to be included in a series as well as each series’ designation, relative powers, dividend and other preferences, rights and qualifications, redemption provisions and restrictions are to be fixed by the Company’s Board of Directors at the time each series is issued. Except as may be provided by the Company’s Board of Directors in a preferred stock designation, or otherwise provided for by statute, the holders of shares of common stock have the exclusive right to vote for the election of directors and on all other matters requiring stockholder action. The holders of shares of common stock are entitled to dividends if and when declared by the Company’s Board of Directors from whatever assets are legally available for that purpose.
Dividends
On November 18, 2025, the Company’s Board of Directors declared a quarterly dividend of $0.32 per share of the Company’s common stock, which will be paid on December 19, 2025, to shareholders of record on the close of business on December 2, 2025. Future dividend declarations are subject to review and approval by the Company’s Board of Directors.
F-23
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Dividends paid through September 26, 2025 and the preceding fiscal year are as follows:
| Declaration Date | Record Date | Payment Date | Cash Amount (per share) | ||||||||||||||||||||
| July 31, 2025 | August 22, 2025 | September 19, 2025 | $0.32 | ||||||||||||||||||||
| April 30, 2025 | May 23, 2025 | June 20, 2025 | $0.32 | ||||||||||||||||||||
| January 30, 2025 | February 21, 2025 | March 21, 2025 | $0.32 | ||||||||||||||||||||
| September 26, 2024 | October 25, 2024 | November 22, 2024 | $0.29 | ||||||||||||||||||||
| July 11, 2024 | July 26, 2024 | August 23, 2024 | $0.29 | ||||||||||||||||||||
| May 2, 2024 | May 24, 2024 | June 21, 2024 | $0.29 | ||||||||||||||||||||
| January 25, 2024 | February 23, 2024 | March 22, 2024 | $0.29 | ||||||||||||||||||||
| September 28, 2023 | October 27, 2023 | November 9, 2023 | $0.26 |
**5.**Goodwill and Intangibles
The carrying value of goodwill associated with continuing operations and appearing in the accompanying Consolidated Balance Sheets September 26, 2025 and September 27, 2024 was as follows (in thousands):
| Infrastructure & Advanced Facilities | PA Consulting | Total | ||||||||||||||||||||||||||||||||||||
| Balance September 27, 2024 | $ | 3,362,760 | $ | 1,425,421 | $ | 4,788,181 | ||||||||||||||||||||||||||||||||
| Foreign currency translation and other | (11,270) | 3,907 | (7,363) | |||||||||||||||||||||||||||||||||||
| Balance September 26, 2025 | $ | 3,351,490 | $ | 1,429,328 | $ | 4,780,818 |
The following table provides certain information related to the Company’s acquired intangibles in the accompanying Consolidated Balance Sheets for the year ended September 26, 2025 (in thousands):
| Customer Relationships, Contracts and Backlog | Developed Technology | Trade Names | Total | |||||||||||||||||||||||||||||||||||
| Balances, September 27, 2024 | $ | 651,894 | $ | 31,515 | $ | 191,485 | $ | 874,894 | ||||||||||||||||||||||||||||||
| Amortization | (128,811) | (11,985) | (14,721) | (155,517) | ||||||||||||||||||||||||||||||||||
| Foreign currency translation and other | (1,808) | (6) | 107 | (1,707) | ||||||||||||||||||||||||||||||||||
| Balances, September 26, 2025 | $ | 521,275 | $ | 19,524 | $ | 176,871 | $ | 717,670 | ||||||||||||||||||||||||||||||
| Weighted Average Amortization Period (years) | 6 | 4 | 15 | 8 |
The weighted average amortization period includes the effects of foreign currency translation.
The following table presents estimated amortization expense of intangible assets for fiscal 2026 and for the succeeding years.
| Fiscal Year | (in millions) | |||||||
| 2026 | $ | 139.0 | ||||||
| 2027 | 109.0 | |||||||
| 2028 | 98.6 | |||||||
| 2029 | 98.6 | |||||||
| 2030 | 76.3 | |||||||
| Thereafter | 196.2 | |||||||
| Total | $ | 717.7 |
**6.**Other Financial Information
F-24
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Receivables and Contract Assets
The following table presents the components of receivables and contract assets appearing in the accompanying Consolidated Balance Sheets at September 26, 2025 and September 27, 2024 as well as certain other related information (in thousands):
| September 26, 2025 | September 27, 2024 | ||||||||||
| Amounts billed, net | $ | 1,386,253 | $ | 1,278,980 | |||||||
| Unbilled receivables and other | 1,115,286 | 1,132,980 | |||||||||
| Contract assets | 487,528 | 433,492 | |||||||||
| Total receivables and contract assets, net | $ | 2,989,067 | $ | 2,845,452 | |||||||
Property, Equipment and Improvements, Net
The following table presents the components of our property, equipment and improvements, net at September 26, 2025 and September 27, 2024 (in thousands):
| September 26, 2025 | September 27, 2024 | ||||||||||
| Land | $ | — | $ | 69 | |||||||
| Buildings | 43,792 | 45,747 | |||||||||
| Equipment | 742,145 | 702,680 | |||||||||
| Leasehold improvements | 174,497 | 165,043 | |||||||||
| Construction in progress | 8,754 | 7,183 | |||||||||
| 969,188 | 920,722 | ||||||||||
| Accumulated depreciation and amortization | (657,316) | (605,092) | |||||||||
| $ | 311,872 | $ | 315,630 |
The following table presents our property, equipment and improvements, net by geographic area for the years ended September 26, 2025 and September 27, 2024 (in thousands):
| September 26, 2025 | September 27, 2024 | ||||||||||
| United States | $ | 142,289 | $ | 149,843 | |||||||
| Europe | 121,359 | 116,957 | |||||||||
| Canada | 5,600 | 5,387 | |||||||||
| Asia | 4,249 | 3,686 | |||||||||
| India | 10,561 | 10,127 | |||||||||
| Australia and New Zealand | 18,904 | 21,912 | |||||||||
| Middle East and Africa | 8,910 | 7,718 | |||||||||
| Total | $ | 311,872 | $ | 315,630 |
Accrued Liabilities
The following table presents the components of accrued liabilities shown in the accompanying Consolidated Balance Sheets at September 26, 2025 and September 27, 2024 (in thousands):
| September 26, 2025 | September 27, 2024 | |||||||||||||
| Accrued payroll and related liabilities | $ | 656,641 | $ | 654,295 | ||||||||||
| Accrued professional liability and other | 221,534 | 206,402 | ||||||||||||
| Income, sales and other tax accruals | 113,795 | 134,990 | ||||||||||||
| Insurance liabilities | 43,346 | 54,592 | ||||||||||||
| Dividends payable | 2,438 | 37,485 | ||||||||||||
| Total | $ | 1,037,754 | $ | 1,087,764 |
F-25
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Accumulated Other Comprehensive Income (Loss)
The following table presents the Company's roll forward of accumulated income (loss) after-tax for the years ended September 26, 2025 and September 27, 2024 (in thousands):
| Change in Pension and Retiree Medical Plan Liabilities | Foreign Currency Translation Adjustment (1) | (Loss)/Gain on Cash Flow Hedges (2) | Total | ||||||||||||||||||||
| Balance at September 29, 2023 | $ | (325,692) | $ | (635,937) | $ | 103,675 | $ | (857,954) | |||||||||||||||
| Other comprehensive (loss) income | (45,190) | 211,702 | (8,166) | 158,346 | |||||||||||||||||||
| Reclassifications from other comprehensive income (loss) | 192 | — | (54,506) | (54,314) | |||||||||||||||||||
| Distribution of SpinCo Business | (247) | 54,719 | — | 54,472 | |||||||||||||||||||
| Balance at September 27, 2024 | $ | (370,937) | $ | (369,516) | $ | 41,003 | $ | (699,450) | |||||||||||||||
| Other comprehensive (loss) income | (2,198) | (4,453) | 3,327 | (3,324) | |||||||||||||||||||
| Reclassifications from other comprehensive income (loss) | 225 | — | (7,861) | (7,636) | |||||||||||||||||||
| Balance at September 26, 2025 | $ | (372,910) | $ | (373,969) | $ | 36,469 | $ | (710,410) |
(1)Included in the overall foreign currency translation adjustment for the years ended September 26, 2025 and September 27, 2024 is $(1.0) million and $(8.9) million, respectively, in unrealized losses on long-term foreign currency denominated intercompany loans not anticipated to be settled in the foreseeable future.
(2)Included in the Company’s cumulative net unrealized gains from interest rate swaps recorded in accumulated other comprehensive loss as of September 26, 2025 and September 27, 2024 were approximately $6.2 million and $5.9 million, respectively in unrealized gains, net of taxes, which are expected to be realized in earnings during the twelve months subsequent to September 26, 2025.
**7.**Income Taxes
The following table presents the components of our consolidated income taxes for continuing operations for years ended September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands):
| For the Years Ended | |||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Current income tax expense from continuing operations: | |||||||||||||||||
| Federal | $ | 135,862 | $ | 102,702 | $ | 13,852 | |||||||||||
| State | 40,445 | 46,881 | 16,825 | ||||||||||||||
| Foreign | 138,015 | 100,421 | 142,177 | ||||||||||||||
| Total current tax expense from continuing operations | $ | 314,322 | $ | 250,004 | $ | 172,854 | |||||||||||
| Deferred income tax (benefit) expense from continuing operations: | |||||||||||||||||
| Federal | $ | (71,540) | $ | (99,686) | $ | (28,779) | |||||||||||
| State | (21,809) | (32,068) | 4,534 | ||||||||||||||
| Foreign | (5,418) | 13,243 | (47,273) | ||||||||||||||
| Total deferred tax benefit from continuing operations | $ | (98,767) | $ | (118,511) | $ | (71,518) | |||||||||||
| Consolidated income tax expense from continuing operations | $ | 215,555 | $ | 131,493 | $ | 101,336 |
Deferred taxes reflect the tax effects of temporary differences between the amounts recorded as assets and liabilities for financial reporting purposes and the comparable amounts recorded for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
F-26
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table presents the components of our net deferred tax (liabilities) assets at September 26, 2025 and September 27, 2024 (in thousands):
| September 26, 2025 | September 27, 2024 (1) | ||||||||||
| Deferred tax assets: | |||||||||||
| Other employee benefit plans | $ | 112,906 | $ | 110,377 | |||||||
| Net operating losses | 207,377 | 259,335 | |||||||||
| Foreign tax credit | 38,989 | 42,394 | |||||||||
| Lease liability | 78,386 | 93,488 | |||||||||
| Capitalized research costs | 184,394 | 112,652 | |||||||||
| Unrealized foreign exchange loss | 11,244 | 11,891 | |||||||||
| Other | 32,693 | 10,178 | |||||||||
| Valuation allowance | (193,050) | (217,397) | |||||||||
| Gross deferred tax assets | 472,939 | 422,918 | |||||||||
| Deferred tax liabilities: | |||||||||||
| Depreciation and amortization | (211,627) | (243,234) | |||||||||
| Lease right of use asset | (37,078) | (41,817) | |||||||||
| Defined benefit pension plans | (16,102) | (4,540) | |||||||||
| Hedge investments | (12,259) | (13,862) | |||||||||
| Unrealized foreign exchange gain | (947) | (12,598) | |||||||||
| Other | (20,933) | (28,116) | |||||||||
| Gross deferred tax liabilities | (298,946) | (344,167) | |||||||||
| Net deferred tax assets | $ | 173,993 | $ | 78,751 |
(1) Prior period amounts have been reclassified to conform with the current period presentation
Valuation allowances are recorded to reduce deferred tax assets to the amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts. The Company's total valuation allowances were $193.1 million and $217.4 million at September 26, 2025 and September 27, 2024, respectively. This change in the valuation allowances is primarily attributable to a $24.2 million decrease resulting from the expiration and other adjustments of certain net operating losses and foreign tax credits and an offsetting elimination of their related valuation allowances.
At September 26, 2025 and September 27, 2024, the Company's U.S. and international net operating loss carryforwards totaled $732.4 million and $915.6 million, resulting in a net operating loss deferred tax asset of $207.4 million and $259.3 million, respectively. The Company's net operating losses have various expiration periods between 2026 and indefinite periods. At September 26, 2025, the Company has foreign tax credit carryforwards of $39.0 million (which has a partial valuation allowance of $22.4 million) with $5.8 million expected to expire in 2026 and the remaining by 2033.
F-27
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table reconciles total income tax expense from continuing operations using the statutory U.S. federal income tax rate to the consolidated income tax expense for continuing operations shown in the accompanying Consolidated Statements of Earnings for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 (dollars in thousands):
| For the Years Ended | |||||||||||||||||||||||||||||||||||
| September 26, 2025 | % | September 27, 2024 | % | September 29, 2023 | % | ||||||||||||||||||||||||||||||
| Statutory amount | $ | 114,130 | 21.0 | % | $ | 163,230 | 21.0 | % | $ | 109,405 | 21.0 | % | |||||||||||||||||||||||
| State taxes, net of the federal benefit | 15,852 | 2.9 | % | 21,615 | 2.8 | % | 13,938 | 2.7 | % | ||||||||||||||||||||||||||
| Exclusion of tax on non-controlling interests | (880) | (0.2) | % | (5,230) | (0.7) | % | (5,461) | (1.0) | % | ||||||||||||||||||||||||||
| Foreign: | |||||||||||||||||||||||||||||||||||
| Difference in tax rates of foreign operations | 11,458 | 2.1 | % | 17,891 | 2.3 | % | 4,583 | 0.9 | % | ||||||||||||||||||||||||||
| Expense/(Benefit) from foreign valuation allowance change | 415 | 0.1 | % | (27,780) | (3.6) | % | (1,305) | (0.3) | % | ||||||||||||||||||||||||||
| U.S. tax cost of foreign operations | 76,014 | 14.0 | % | 72,887 | 9.4 | % | 68,662 | 13.2 | % | ||||||||||||||||||||||||||
| Derecognition of deferred tax liabilities related to investment in Australian partnership | — | — | % | (61,614) | (7.9) | % | — | — | % | ||||||||||||||||||||||||||
| Other Includable Income | 1,344 | 0.2 | % | 25,952 | 3.3 | % | — | — | % | ||||||||||||||||||||||||||
| Tax differential on foreign earnings | 89,231 | 16.4 | % | 27,336 | 3.5 | % | 71,940 | 13.8 | % | ||||||||||||||||||||||||||
| Foreign tax credits | (48,885) | (9.0) | % | (33,402) | (4.3) | % | (36,180) | (6.9) | % | ||||||||||||||||||||||||||
| Tax Rate Change | 98 | — | % | (147) | — | % | (9,913) | (1.9) | % | ||||||||||||||||||||||||||
| Valuation allowance | 988 | 0.2 | % | 12,339 | 1.6 | % | (7,169) | (1.4) | % | ||||||||||||||||||||||||||
| Uncertain tax positions | 11,153 | 2.1 | % | (1,153) | (0.1) | % | (38,844) | (7.5) | % | ||||||||||||||||||||||||||
| Other items: | |||||||||||||||||||||||||||||||||||
| Disallowed officer compensation | 5,157 | 0.9 | % | 5,394 | 0.7 | % | 7,081 | 1.4 | % | ||||||||||||||||||||||||||
| Research and Development Credit | (35,637) | (6.6) | % | (17,110) | (2.2) | % | (2,133) | (0.4) | % | ||||||||||||||||||||||||||
| Non-Deductible Incentive Compensation | 18,376 | 3.4 | % | 3,296 | 0.4 | % | 162 | — | % | ||||||||||||||||||||||||||
| Transaction Costs | 675 | 0.1 | % | 8,500 | 1.1 | % | 4 | — | % | ||||||||||||||||||||||||||
| Non-taxable mark-to-market Adjustment for Amentum investment | 51,989 | 9.6 | % | (39,255) | (5.1) | % | — | — | % | ||||||||||||||||||||||||||
| Other items – net | (6,692) | (1.2) | % | (13,920) | (1.8) | % | (1,494) | (0.3) | % | ||||||||||||||||||||||||||
| Total other items | 33,868 | 6.2 | % | (53,095) | (6.8) | % | 3,620 | 0.7 | % | ||||||||||||||||||||||||||
| Income taxes from continuing operations | $ | 215,555 | 39.7 | % | $ | 131,493 | 16.9 | % | $ | 101,336 | 19.5 | % |
Note: Certain amounts have been reclassified to conform to the current year presentation.
The following table presents the components of our consolidated earnings from continuing operations before taxes for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands):
| For the Years Ended | |||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| United States earnings | $ | 129,611 | $ | 333,902 | $ | 115,509 | |||||||||||
| Foreign earnings | 413,866 | 443,384 | 405,466 | ||||||||||||||
| $ | 543,477 | $ | 777,286 | $ | 520,975 |
We do not record a deferred tax liability for unremitted earnings of our foreign subsidiaries to the extent that the earnings meet the indefinite reversal criteria. The decision as to the amount of unremitted earnings that we intend to maintain in non-U.S. subsidiaries considers items including, but not limited to, forecasts and budgets of financial needs of cash for working capital, liquidity plans, and expected cash requirements in the U.S. As of September 26, 2025, we had not recognized a deferred tax liability on approximately $191.1 million of undistributed earnings for certain foreign subsidiaries, because these earnings are intended to be indefinitely reinvested. If such earnings were distributed, some countries may impose additional taxes.
F-28
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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 Act, modifications to the international tax framework and pre-Tax Act 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 most relevant impact to the Company for fiscal 2025 is the 100% bonus depreciation for qualified property placed in service after January 19, 2025. The Company is currently assessing its impact on the consolidated financial statements for the provisions that will be effective in future periods.
In December 2021, the Organization for Economic Cooperation and Development ("OEC") 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 fiscal year ended 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 Company accounts for unrecognized tax benefits in accordance with ASC Topic 740, Income Taxes. It accounts for interest and penalties on unrecognized tax benefits as interest and penalties reported above the line (i.e., not as part of income tax expense). The primary driver of the current year increase relates to uncertain tax positions on research and development credits and accrued liabilities, which is partially offset by the release of uncertain tax positions for which the statute of limitations expired or resolved through settlement during FY25. At September 26, 2025 and September 27, 2024, if recognized, $41.1 million and $27.1 million, respectively, would affect the Company’s consolidated effective income tax rate. The Company had $26.7 million and $22.6 million in accrued interest and penalties at September 26, 2025 and September 27, 2024, respectively. The Company estimates that, within twelve months, we may realize a decrease in our uncertain tax positions of approximately $6.6 million as a result of concluding various tax audits and closing tax years.
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 taxing authorities worldwide, including such major jurisdictions as Australia, Canada, India, the United Kingdom, and the United States. As of September 26, 2025, the Company has certain U.S. tax returns open to audit in 2019 and 2021 through 2024. For jurisdictions outside the U.S., primarily UK and Australia, various tax returns remain open for audit for the years 2018 through 2024. Although the Company believes the reserves established for the tax positions are reasonable, the outcome of tax audits could be materially different, both favorably and unfavorably.
The following table presents the reconciliation of the beginning and ending amount of unrecognized tax benefits, for continuing operations, for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands):
| For the Years Ended | |||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Balance, beginning of year | $ | 32,886 | $ | 32,319 | $ | 82,446 | |||||||||||
| Additions based on tax positions related to the current year | 8,966 | 6,572 | 1,190 | ||||||||||||||
| Additions for tax positions of prior years | 14,910 | 5,750 | 2,537 | ||||||||||||||
| Reductions for tax positions of prior years | (2,941) | (272) | (52,046) | ||||||||||||||
| Lapse in statute of limitations | (1,471) | (11,483) | (1,808) | ||||||||||||||
| Settlements | — | — | — | ||||||||||||||
| Balance, end of year | $ | 52,350 | $ | 32,886 | $ | 32,319 |
F-29
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
**8.**Joint Ventures, VIEs and Other Investments
For consolidated joint ventures, the entire amount of the revenue recognized for services performed and the costs associated with these services, including the services provided by the other joint venture partners, are included in the Company's results of operations. Likewise, the entire amount of each of the assets and liabilities are included in the Company’s consolidated balance sheet. There are no consolidated VIEs that have debt or credit facilities. Summary financial information of consolidated VIEs is as follows (in millions):
| September 26, 2025 | September 27, 2024 | ||||||||||
| Current assets | $ | 163.4 | $ | 161.9 | |||||||
| Total assets | $ | 163.4 | $ | 161.9 | |||||||
| Current liabilities | $ | 144.7 | $ | 122.7 | |||||||
| Total liabilities | $ | 144.7 | $ | 122.7 |
| For the Years Ended | |||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Revenue | $ | 401.9 | $ | 472.0 | $ | 485.5 | |||||||||||
| Direct cost of contracts | (392.4) | (431.2) | (443.1) | ||||||||||||||
| Gross profit | $ | 9.5 | $ | 40.8 | $ | 42.4 | |||||||||||
| Net earnings | $ | 9.5 | $ | 40.8 | $ | 42.4 |
Unconsolidated joint ventures are accounted for under the equity method or proportionate consolidation. Proportionate consolidation is used for joint ventures that include unincorporated legal entities and activities of the joint venture are construction-related. For those joint ventures accounted for under proportionate consolidation, only the Company’s pro rata share of assets, liabilities, revenue, and costs are included in the Company’s balance sheet and results of operations.
For the proportionate consolidated VIEs, the carrying value of assets and liabilities was $143.9 million and $131.9 million as of September 26, 2025, respectively, and $138.8 million and $138.0 million as of September 27, 2024, respectively. For those joint ventures accounted for under the equity method, the Company's investment balances for the joint venture is included in other noncurrent assets: miscellaneous on the balance sheet and the Company’s pro rata share of net income is included in revenue. In limited cases, there are basis differences between the equity in the joint venture and Jacobs' investment created when Jacobs purchased their share of the joint venture. These basis differences are amortized based on an internal allocation to underlying net assets, excluding allocations to goodwill. Our investments in equity method joint ventures on the Consolidated Balance Sheets as of September 26, 2025 and September 27, 2024 were a net asset of $36.3 million and $36.6 million, respectively. During the years ended September 26, 2025, September 27, 2024, and September 29, 2023, we recognized income from equity method joint ventures of $8.8 million, $11.9 million, and $3.1 million, respectively.
Accounts receivable from unconsolidated joint ventures accounted for under the equity method is $13.6 million and $12.3 million as of September 26, 2025 and September 27, 2024, respectively.
F-30
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
**9.**Borrowings
The following table presents certain information regarding the Company’s long-term debt at September 26, 2025 and September 27, 2024 (dollars in thousands):
| Interest Rate | Maturity | September 26, 2025 | September 27, 2024 | ||||||||||||||||||||
| Revolving Credit Facility | Benchmark + applicable margin (1) | February 2028 | $ | 395,000 | $ | 140,000 | |||||||||||||||||
| 2021 Term Loan Facility - USD Portion | Benchmark + applicable margin (2) | February 2026 | — | 120,000 | |||||||||||||||||||
| 2021 Term Loan Facility - GBP Portion | Benchmark + applicable margin (2) | September 2025 | — | 870,415 | |||||||||||||||||||
| 2025 Term Loan Facility - USD Portion | Benchmark + applicable margin (3) | March 2027 | 200,000 | — | |||||||||||||||||||
| 2025 Term Loan Facility - GBP Portion | Benchmark + applicable margin (3) | March 2027 | 550,261 | — | |||||||||||||||||||
| Fixed-rate: | |||||||||||||||||||||||
| 5.9% Bonds, due 2033 | 5.9% (4) | March 2033 | 500,000 | 500,000 | |||||||||||||||||||
| 6.35% Bonds, due 2028 | 6.35% | August 2028 | 600,000 | 600,000 | |||||||||||||||||||
| Less: Current Portion (5) | — | (870,415) | |||||||||||||||||||||
| Less: Deferred Financing Fees | (8,805) | (11,406) | |||||||||||||||||||||
| Total Long-term debt, net | $ | 2,236,456 | $ | 1,348,594 |
(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 September 26, 2025 and September 27, 2024 were approximately 5.37% 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 September 26, 2025.
(2)The U.S. dollar denominated borrowings under the 2021 Term Loan Facility bore 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 Debit 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 were approximately 6.52%. Borrowings denominated in British pounds bore 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 September 26, 2025 were approximately 5.42% for borrowings denominated in U.S. dollars and 4.97% 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.
(5)Balance as of September 27, 2024 is associated with the September 1, 2025 scheduled maturity of the 2021 Term Loan Facility, which was reclassified from long-term debt in September 2024 and subsequently extinguished before March 28, 2025.
We believe the carrying values of the Revolving Credit Facility and the 2025 Term Loan Facility approximates fair value based on the interest rates and scheduled maturities applicable to the outstanding borrowings. At September 26, 2025, the fair value of the 5.9% Bonds and the 6.35% Bonds is estimated to be $527.6 million and $633.3 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.
F-31
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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 14- 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 September 26, 2025.
5.90% Bonds, due 2033
On February 16, 2023, JEGI completed an offering of $500 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% Bond 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 5.9% per annum, subject to adjustments as discussed in note (4) to the table above.
F-32
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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.
6.35% Bonds, due 2028
On August 18, 2023, JEGI completed an offering of $600 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
The Company has issued $0.3 million in letters of credit under the Revolving Credit Facility, leaving $1.85 billion of available borrowing capacity under the Revolving Credit Facility at September 26, 2025. In addition, the Company had issued $216.7 million under separate, committed and uncommitted letter-of-credit facilities for total issued letters of credit of $217.0 million at September 26, 2025.
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 17- Commitments and Contingencies and Derivative Financial Instruments for discussion regarding the Company's outstanding derivative instruments.
The following table presents the amount of interest paid by the Company during September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands):
| For the Years Ended | ||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | ||||||||||||
| $ | 147,439 | $ | 201,199 | $ | 207,604 |
F-33
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
**10.**Leases
The components of lease expense (reflected in selling, general and administrative expenses) for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 were as follows (in thousands):
| September 26, 2025 | September 27, 2024 | September 29, 2023 | ||||||||||||||||||||||||
| Lease cost | ||||||||||||||||||||||||||
| Operating lease cost | $ | 109,519 | $ | 112,088 | $ | 112,252 | ||||||||||||||||||||
| Variable lease cost | 30,856 | 33,630 | 31,565 | |||||||||||||||||||||||
| Sublease income | (19,269) | (19,002) | (17,943) | |||||||||||||||||||||||
| Total lease cost | $ | 121,106 | $ | 126,716 | $ | 125,874 |
Supplemental information related to the Company's leases for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 was as follows (in thousands):
| September 26, 2025 | September 27, 2024 | September 29, 2023 | ||||||||||||||||||
| Cash paid for amounts included in the measurements of lease liabilities | $ | 146,341 | $ | 152,453 | $ | 151,455 | ||||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 72,437 | $ | 48,727 | $ | 67,409 | ||||||||||||||
| Weighted average remaining lease term - operating leases | 5.5 years | 5.6 years | 6.0 years | |||||||||||||||||
| Weighted average discount rate - operating leases | 4.0% | 3.6% | 3.3% | |||||||||||||||||
Total remaining lease payments under the Company's leases for each of the succeeding years is as follows (in thousands):
| Fiscal Year | Operating Leases | |||||||
| 2026 | $ | 131,121 | ||||||
| 2027 | 107,336 | |||||||
| 2028 | 88,078 | |||||||
| 2029 | 66,201 | |||||||
| 2030 | 48,862 | |||||||
| Thereafter | 86,572 | |||||||
| 528,170 | ||||||||
| Less Interest | (54,769) | |||||||
| $ | 473,401 |
As of September 26, 2025, we have entered into operating leases that have not yet commenced of approximately $24.2 million.
Right-of-Use and Other Long-Lived Asset Impairment
During fiscal 2023, as a result of the Company's transformation initiatives, including the changing nature of the Company's use of office space for its workforce, the Company evaluated its existing real estate lease portfolio. These initiatives resulted in the abandonment of certain leased office spaces and the establishment of a formal plan to sublease certain other leased spaces that will no longer be utilized by the Company. In connection with the Company’s actions related to these initiatives, the Company evaluated certain of its lease right-of-use assets and related property, equipment and leasehold improvements for impairment under ASC 360.
As a result of the analysis, the Company recognized impairment losses of $46.7 million for the fiscal year September 29, 2023, which are included in selling, general and administrative expenses in the accompanying Statements of Earnings. The impairment losses recorded include $40.9 million related to right-of-use lease assets and $5.8 million
F-34
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
related to other long-lived assets, including property, equipment & improvements and leasehold improvements for the fiscal year ended September 29, 2023.
The fair values for the asset groups relating to the impaired long-lived assets were estimated primarily using discounted cash flow models (income approach) with Level 3 inputs. The significant assumptions used in estimating fair value include the expected downtime prior to the commencement of future subleases, projected sublease income over the remaining lease periods and discount rates that reflect the level of risk associated with receiving future cash flows.
**11.**Employee Stock Purchase and Stock Incentive Plans
Employee Stock Purchase Plans
Under the Company's stock purchase plans, eligible employees who elect to participate in these plans are granted the right to purchase shares of the common stock of Jacobs at a discount that is limited to 5% of the per-share market value on the day shares are sold to employees.
The following table summarizes the stock issuance activity under the plans for the fiscal years ended September 26, 2025, September 27, 2024 and September 29, 2023:
| For the Years Ended | |||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Aggregate Purchase Price Paid for Shares Sold (in thousands) | $ | 33,583 | $ | 42,926 | $ | 40,195 | |||||||||||
| Aggregate Number of Shares Sold | 263,729 | 321,012 | 355,007 |
At September 26, 2025, there remains 1,935,700 shares reserved for issuance under the Company's stock purchase plans.
Stock Incentive Plans
We also sponsor the 2023 Stock Incentive Plan, as amended and restated (the "2023 SIP") and the 1999 Outside Director Stock Plan, as amended and restated (the "1999 ODSP") as well as the StreetLight 2011 Stock Plan (the "StreetLight Plan"). The 2023 SIP provides for the issuance of incentive stock options, non-qualified stock options, share appreciation rights ("SARs"), restricted stock and restricted stock units to employees. The 1999 ODSP provides for awards of shares of common stock, restricted stock, restricted stock units and grants of non-qualified stock options to our outside (i.e., nonemployee) directors. Together the 2023 SIP and 1999 ODSP plans are known as the "Stock Incentive Plans". The StreetLight Plan provides for the issuance of incentive stock options, nonstatutory stock options and restricted stock to employees. The StreetLight Plan is frozen for new awards effective February 4, 2022. The following table sets forth certain information about the Stock Incentive Plans:
| 2023 SIP | 1999 ODSP | Total | |||||||||||||||
| Number of shares authorized | 29,850,000 | 1,100,000 | 30,950,000 | ||||||||||||||
| Number of remaining shares reserved for issuance at September 26, 2025 | 3,229,104 | 99,833 | 3,328,937 | ||||||||||||||
| Number of shares available for future awards: | |||||||||||||||||
| At September 26, 2025 | 3,229,104 | 99,833 | 3,328,937 | ||||||||||||||
| At September 27, 2024 | 3,161,188 | 112,794 | 3,273,982 |
Effective September 28, 2012 until January 23, 2023, all grants of shares under the predecessor to the 2023 SIP were issued on a fungible basis. An award other than an option or SAR was granted on a 1.92-to-1.00 basis (“Fungible”). An award of an option or SAR is granted on a 1-to-1 basis (“Not Fungible”). Effective January 24, 2023, at which time the 2023 SIP was adopted, all awards are granted on a 1-to-1 basis.
F-35
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
In connection with the Separation Transaction, outstanding awards under the Stock Incentive Plans were converted into adjusted Jacobs awards. The adjustment methodology was designed to preserve the value of the awards immediately before and after the Separation Transaction. The outstanding Jacobs awards will continue to have the same terms and conditions. The modification to the awards did not result in material incremental compensation expense.
At September 26, 2025, the amount of compensation cost relating to non-vested awards not yet recognized in the financial statements is approximately $74.4 million. The majority of these unrecognized compensation costs will be recognized by the last quarter of fiscal 2027. The weighted average remaining contractual term of options currently exercisable is 1.9 years.
Stock Options
The following table summarizes the stock option activity for the years ended September 26, 2025, September 27, 2024 and September 29, 2023:
| Number of Stock Options | Weighted Average Exercise Price | ||||||||||
| Outstanding at September 30, 2022 | 439,349 | $ | 35.77 | ||||||||
| Exercised | (215,649) | $ | 40.61 | ||||||||
| Cancelled or expired | (6,219) | $ | 19.73 | ||||||||
| Outstanding at September 29, 2023 | 217,481 | $ | 31.43 | ||||||||
| Exercised | (132,898) | $ | 37.25 | ||||||||
| Cancelled or expired | (7,608) | $ | 20.44 | ||||||||
| Adjustment to Jacobs awards related to the Separation Transaction (1) | 13,821 | $ | — | ||||||||
| Outstanding at September 27, 2024 | 90,796 | $ | 19.03 | ||||||||
| Exercised | (41,618) | $ | 28.45 | ||||||||
| Cancelled or expired | (841) | $ | 11.68 | ||||||||
| Outstanding at September 26, 2025 | 48,337 | $ | 11.03 |
(1)Represents the additional Jacobs stock options issued as a result of the equitable adjustments. The related exercise prices were also equitably adjusted.
Cash received from the exercise of stock options, net of tax remitted, during the year ended September 26, 2025 was $0.9 million.
Stock options outstanding at September 26, 2025 consisted of incentive stock options and non-qualified stock options. The following table presents the total intrinsic value of stock options exercised for the fiscal years ended September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands):
| For the Years Ended | ||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | ||||||||||||
| $4,257 | $13,790 | $17,635 |
F-36
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The total intrinsic value of stock options exercisable at September 26, 2025 was approximately $6.5 million. The following table presents certain other information regarding our 2023 SIP, 1999 OSDP and StreetLight Plan for the fiscal years ended September 26, 2025, September 27, 2024 and September 29, 2023:
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| At fiscal year end: | |||||||||||||||||
| Range of exercise prices for options exercisable | $9.55 – $13.14 | $9.55 – $36.73 | $5.64 – $60.43 | ||||||||||||||
| Number of options exercisable | 47,746 | 80,509 | 180,911 | ||||||||||||||
| For the fiscal year: | |||||||||||||||||
| Range of prices relating to options exercised | $9.55 - $36.73 | $5.64 - $60.43 | $7.05 - $60.43 |
The following table presents certain information regarding stock options outstanding at September 26, 2025:
| September 26, 2025 | |||||||||||||||||
| Options Outstanding | |||||||||||||||||
| Range of Exercise Prices | Number | Weighted Average Remaining Contractual Life (years) | Weighted Average Price | ||||||||||||||
| $9.55 - $13.14 | 48,337 | 5 | $ | 11.03 | |||||||||||||
The 1999 ODSP, the 2023 SIP, and the StreetLight Plan allow participants to satisfy the exercise price of stock options by tendering shares of Jacobs common stock that have been owned by the participants for at least six months. Shares tendered are retired, canceled, and shown as repurchases of common stock in the accompanying Consolidated Statements of Stockholders’ Equity. The weighted average remaining contractual term of options currently exercisable is 5 years.
Restricted Stock
The following table presents the number of shares of restricted stock and restricted stock units issued as common stock under the 2023 SIP for the years ended September 26, 2025, September 27, 2024 and September 29, 2023:
| For the Years Ended | |||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Restricted stock units (service condition) | 162,768 | 258,720 | 996,345 | ||||||||||||||
| Restricted stock units (service and performance conditions) | 108,146 | 115,582 | 126,595 |
The amount of restricted stock units issued for awards with performance conditions in the above table are issued based on performance against the target amount. The number of shares ultimately issued, which could be greater or less than target, will be based on achieving specific performance conditions related to the awards as well as achieving the service condition required for the restricted stock units to vest.
F-37
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table presents the fair value of shares of the 2023 SIP and the StreetLight Plan (of restricted stock and restricted stock units) vested for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands):
| For the Years Ended | |||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Restricted Stock and Restricted Stock Units (service condition) | $ | 45,415 | $ | 75,625 | $ | 32,255 | |||||||||||
| Restricted Stock Units (service, market, and performance conditions at target) | 12,258 | 23,286 | 22,060 | ||||||||||||||
| Total | $ | 57,673 | $ | 98,911 | $ | 54,315 |
The following table presents the number and weighted average grant-date fair value of restricted stock and restricted stock units at September 26, 2025:
| Number of Shares | Weighted Average Grant-Date Fair Value | ||||||||||
| Outstanding at September 27, 2024 | 1,574,887 | $ | 104.73 | ||||||||
| Granted | 235,814 | $ | 154.89 | ||||||||
| Vested | (584,106) | $ | 100.08 | ||||||||
| Cancelled | (101,868) | $ | 129.84 | ||||||||
| Post-spin adjustment (1) | (65,727) | $ | — | ||||||||
| Outstanding at September 26, 2025 | 1,059,000 | $ | 116.76 |
(1)Represents the transfer of shares by the system administrator to SpinCo subsequent to September 27, 2024, the effective date of the Separation Transaction.
The following table presents the number of shares of restricted stock and restricted stock units canceled and withheld for taxes under the 2023 SIP for the years ended September 26, 2025, September 27, 2024 and September 29, 2023:
| For the Years Ended | |||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Restricted stock units (service condition) | 212,284 | 277,869 | 94,249 | ||||||||||||||
| Restricted stock units (service and performance conditions) | 91,848 | 101,397 | 39,295 |
The amount of unvested restricted stock units canceled for awards with service and performance conditions in the above table is based on the service period achieved and performance against the target amount.
The restrictions attached to restricted stock and restricted stock units generally relate to the recipient’s ability to sell or otherwise transfer the stock and stock units. There are also restrictions that subject the stock and stock units to forfeiture back to the Company until earned by the recipient through continued employment or service.
The following table provides the number of restricted stock units outstanding at September 26, 2025 under the 2023 SIP.
| September 26, 2025 | |||||
| Restricted stock units (service condition) | 674,965 | ||||
| Restricted stock units (service and performance conditions) | 307,554 |
F-38
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table presents the number of shares of restricted stock and restricted stock units issued under the 1999 ODSP for the years ended September 26, 2025, September 27, 2024 and September 29, 2023:
| For the Years Ended | |||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Restricted stock units (service condition) | 12,962 | 15,647 | 14,031 |
No shares of restricted stock were issued under the 1999 ODSP during such periods.
The following table provides the number of shares of restricted stock and restricted stock units outstanding at September 26, 2025 under the 1999 ODSP:
| September 26, 2025 | |||||
| Restricted stock units (service condition) | 76,481 |
All shares granted under the 1999 ODSP are issued on a 1-to-1 basis.
**12.**Savings and Deferred Compensation Plans
Savings Plans
We sponsor various defined contribution savings plans which allow participants to make voluntary contributions by salary deduction. Such plans cover substantially all of our domestic, nonunion employees in the U.S. and are qualified under Section 401(k) of the U.S. Internal Revenue Code. Similar plans outside the U.S. cover various groups of employees of our international subsidiaries and affiliates. Several of these plans allow the Company to match, on a voluntary basis, a portion of the employee contributions. The following table presents the Company’s contributions to these savings plans for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands):
| September 26, 2025 | September 27, 2024 | September 29, 2023 | ||||||||||||
| $ | 169,610 | $ | 169,727 | $ | 147,288 |
Deferred Compensation Plans
Our non-qualified deferred compensation programs provide benefits payable to directors, officers, and certain key employees or their designated beneficiaries at specified future dates, upon retirement, or death. The plans are unfunded; therefore, benefits are paid from the general assets of the Company. Participants' cash deferrals earn a return based on the participants' selection of investments in several hypothetical investment options. Participants are also able to defer stock based compensation in the plans, which must remain invested in Company stock and are distributed in shares of Jacobs common stock. Since no investment diversification is permitted, changes in the fair value of Jacobs' common stock are not recognized. For the deferred compensation held in company stock, the number of shares needed to settle the liability is included in the denominator in both the basic and diluted earnings per share calculations. The following table presents the amount charged to (income)/expense for the Company’s deferred compensation plans for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands):
| September 26, 2025 | September 27, 2024 | September 29, 2023 | ||||||||||||
| $ | 3,631 | $ | (1,471) | $ | 4,679 |
The following table presents the amount relating to assets held as deferred compensation arrangement investments for the years ended September 26, 2025 and September 27, 2024 (in thousands):
| September 26, 2025 | September 27, 2024 | ||||||||||
| Deferred compensation arrangement investments | $ | 191,806 | $ | 183,348 |
F-39
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Deferred compensation arrangement investments are comprised primarily of the cash surrender value of life insurance policies and pooled-investment funds. The fair value of the pooled investment funds is derived using Level 2 inputs.
**13.**Pension and Other Post Retirement Benefit Plans
Company-Only Sponsored Plans
We sponsor various defined benefit pension and other post retirement plans covering employees of certain U.S. and international subsidiaries. The pension plans provide pension benefits that are based on the employee’s compensation and years of service. Our funding policy varies by country and plan according to applicable local funding requirements and plan-specific funding agreements.
The accounting for pension and other post retirement benefit plans requires the use of assumptions and estimates in order to calculate periodic benefit cost and the value of the plans’ assets and benefit obligations. These assumptions include discount rates, investment returns, and projected salary increases, among others. The discount rates used in valuing the plans' benefit obligations were determined with reference to high quality corporate and government bonds that are appropriately matched to the duration of each plan's obligations. The expected long-term rate of return on plan assets is generally based on using country-specific simulation models which select a single outcome for expected return based on the target asset allocation. The expected long-term rates of return used in the valuation are the annual average returns generated by these assumptions over a 20-year period for each asset class based on the expected long-term rate of return of the underlying assets.
The following table sets forth the changes in the plans’ combined net benefit obligation (segregated between plans existing within and outside the U.S.) for the years ended September 26, 2025 and September 27, 2024 (in thousands):
| U.S. Plans | Non-U.S. Plans | ||||||||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 26, 2025 | September 27, 2024 | ||||||||||||||||||||
| Net benefit obligation at the beginning of the year | $ | 296,746 | $ | 281,852 | $ | 1,519,871 | $ | 1,300,261 | |||||||||||||||
| Service cost | 136 | 119 | 9,855 | 8,922 | |||||||||||||||||||
| Interest cost | 13,621 | 15,574 | 74,598 | 71,270 | |||||||||||||||||||
| Participants’ contributions | — | — | 9 | 91 | |||||||||||||||||||
| Actuarial (gains) losses (1) | (2,003) | 25,571 | (120,367) | 65,940 | |||||||||||||||||||
| Benefits paid | (27,194) | (26,370) | (93,539) | (77,446) | |||||||||||||||||||
| Curtailments/settlements/plan amendments (2) | — | — | (1,214) | (32,496) | |||||||||||||||||||
| Effect of exchange rate changes and other, net | — | — | 46,584 | 183,329 | |||||||||||||||||||
| Net benefit obligation at the end of the year | $ | 281,306 | $ | 296,746 | $ | 1,435,797 | $ | 1,519,871 |
(1)Actuarial (gains) losses primarily driven by change in discount rates.
(2)In fiscal 2024, we completed a termination and buy-out of the primary PA Consulting pension plan which relieves the Company of any future obligations with no impact to net income.
F-40
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table sets forth the changes in the combined Fair Value of the plans’ assets (segregated between plans existing within and outside the U.S.) for the years ended September 26, 2025 and September 27, 2024 (in thousands):
| U.S. Plans | Non-U.S. Plans | ||||||||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 26, 2025 | September 27, 2024 | ||||||||||||||||||||
| Fair value of plan assets at the beginning of the year | $ | 293,828 | $ | 277,583 | $ | 1,440,593 | $ | 1,243,025 | |||||||||||||||
| Actual returns (losses) on plan assets | 9,861 | 42,523 | (38,909) | 111,948 | |||||||||||||||||||
| Employer contributions | 93 | 92 | 46,426 | 23,787 | |||||||||||||||||||
| Participants’ contributions | — | — | 9 | 91 | |||||||||||||||||||
| Gross benefits paid | (27,194) | (26,370) | (93,539) | (77,447) | |||||||||||||||||||
| Curtailments/settlements/plan amendments (1) | — | — | (1,214) | (32,246) | |||||||||||||||||||
| Effect of exchange rate changes and other, net | — | — | 45,682 | 171,435 | |||||||||||||||||||
| Fair value of plan assets at the end of the year | $ | 276,588 | $ | 293,828 | $ | 1,399,048 | $ | 1,440,593 |
(1) In fiscal 2024, we completed a termination and buy-out of the primary PA Consulting pension plan which relieves the Company of any future obligations with no impact to net income.
The following table reconciles the combined funded statuses of the plans recognized in the accompanying Consolidated Balance Sheets at September 26, 2025 and September 27, 2024 (segregated between plans existing within and outside the U.S.) (in thousands):
| U.S. Plans | Non-U.S. Plans | ||||||||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 26, 2025 | September 27, 2024 | ||||||||||||||||||||
| Net benefit obligation at the end of the year | $ | 281,306 | $ | 296,746 | $ | 1,435,797 | $ | 1,519,871 | |||||||||||||||
| Fair value of plan assets at the end of the year | 276,588 | 293,828 | 1,399,048 | 1,440,593 | |||||||||||||||||||
| Underfunded amount recognized at the end of the year | $ | 4,718 | $ | 2,918 | $ | 36,749 | $ | 79,278 |
The following table presents the accumulated benefit obligation at September 26, 2025 and September 27, 2024 (segregated between plans existing within and outside the U.S.) (in thousands):
| U.S. Plans | Non-U.S. Plans | ||||||||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 26, 2025 | September 27, 2024 | ||||||||||||||||||||
| Accumulated benefit obligation at the end of the year | $ | 280,165 | $ | 295,691 | $ | 1,415,467 | $ | 1,499,884 |
F-41
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table presents the amounts recognized in the accompanying Consolidated Balance Sheets at September 26, 2025 and September 27, 2024 (segregated between plans existing within and outside the U.S.) (in thousands):
| U.S. Plans | Non-U.S. Plans | ||||||||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 26, 2025 | September 27, 2024 | ||||||||||||||||||||
| Prepaid benefit cost included in noncurrent assets | $ | — | $ | — | $ | 65,792 | $ | 62,056 | |||||||||||||||
| Accrued benefit cost included in current liabilities | 90 | 90 | 7,057 | 6,833 | |||||||||||||||||||
| Accrued benefit cost included in noncurrent liabilities | 4,628 | 2,828 | 95,484 | 134,501 | |||||||||||||||||||
| Net amount recognized at the end of the year | $ | 4,718 | $ | 2,918 | $ | 36,749 | $ | 79,278 |
The following table presents the significant actuarial assumptions used in determining the funded statuses and the following year's benefit cost of the Company’s U.S. plans for the years ended September 26, 2025, September 27, 2024 and September 29, 2023:
| For the Years Ended | |||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Discount rates | 4.7% to 5.2% | 4.6% to 4.9% | 5.8% to 5.9% | ||||||||||||||
| Rates of compensation increases | 3.5% | 3.5% | 3.5% | ||||||||||||||
| Expected long-term rates of return on assets | 5.6% to 6.3% | 5.4% to 6.2% | 4.8% to 7.0% |
The following table presents the significant actuarial assumptions used in determining the funded statuses and the following year's benefit cost of the Company’s non-U.S. plans for the years ended September 26, 2025, September 27, 2024 and September 29, 2023:
| For the Years Ended | |||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Discount rates | 3.2% to 6.0% | 3.4% to 7.0% | 3.8% to 6.9% | ||||||||||||||
| Rates of compensation increases | 3.7% to 9.0% | 2.6% to 9.0% | 2.8% to 9.0% | ||||||||||||||
| Expected long-term rates of return on assets | 4.0% to 8.2% | 4.6% to 7.8% | 5.3% to 7.6% |
The following table presents certain amounts relating to our U.S. plans recognized in Accumulated other comprehensive loss at September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands):
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Arising during the period: | |||||||||||||||||
| Net actuarial losses (gains) | $ | 3,965 | $ | 1,576 | $ | (4,032) | |||||||||||
| Total | 3,965 | 1,576 | (4,032) | ||||||||||||||
| Reclassification adjustments: | |||||||||||||||||
| Net actuarial (losses) gains | (1,104) | 1,031 | 1,335 | ||||||||||||||
| Prior service benefit | (47) | (321) | (324) | ||||||||||||||
| Total | (1,151) | 710 | 1,011 | ||||||||||||||
| Total | $ | 2,814 | $ | 2,286 | $ | (3,021) |
F-42
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table presents certain amounts relating to our non-U.S. plans recognized in Accumulated other comprehensive loss at September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands):
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Arising during the period: | |||||||||||||||||
| Net actuarial losses | $ | 8,150 | $ | 49,685 | $ | 27,188 | |||||||||||
| Total | 8,150 | 49,685 | 27,188 | ||||||||||||||
| Reclassification adjustments: | |||||||||||||||||
| Net actuarial losses | (7,785) | (5,601) | (4,802) | ||||||||||||||
| Prior service benefit | (1,206) | (1,125) | (1,068) | ||||||||||||||
| Total | (8,991) | (6,726) | (5,870) | ||||||||||||||
| Total | $ | (841) | $ | 42,959 | $ | 21,318 |
The following table presents certain amounts relating to our plans recorded in Accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost at September 26, 2025 and September 27, 2024 (segregated between U.S. and non-U.S. plans) (in thousands):
| U.S. Plans | Non-U.S. Plans | ||||||||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 26, 2025 | September 27, 2024 | ||||||||||||||||||||
| Net actuarial losses | $ | 40,413 | $ | 37,552 | $ | 310,464 | $ | 310,884 | |||||||||||||||
| Prior service cost | — | 47 | 22,033 | 22,454 | |||||||||||||||||||
| Total | $ | 40,413 | $ | 37,599 | $ | 332,497 | $ | 333,338 |
The following table presents the amount of accumulated comprehensive loss that will be amortized against earnings as part of our net periodic benefit cost in fiscal 2026 based on 2025 exchange rates (segregated between U.S. and non-U.S. plans) (in thousands):
| U.S. Plans | Non-U.S. Plans | ||||||||||
| Unrecognized net actuarial losses | $ | 1,981 | $ | 10,236 | |||||||
| Unrecognized prior service cost | — | 1,449 | |||||||||
| Accumulated comprehensive losses to be recorded against earnings | $ | 1,981 | $ | 11,685 |
We consider various factors in developing the estimates for the expected, long-term rates of return on plan assets. These factors include the projected, long-term rates of returns on the various types of assets in which the plans invest, as well as historical returns. In general, investment allocations are determined by each plan’s trustees and/or investment committees. The objectives of the plans’ investment policies are to (i) maximize returns while preserving capital; (ii) provide returns sufficient to meet the current and long-term obligations of the plan as the obligations become due; and (iii) maintain a diversified portfolio of assets so as to reduce the risk associated with having a disproportionate amount of the plans’ total assets invested in any one type of asset, issuer or geography. None of our pension plans hold Jacobs common stock directly (although some plans may hold shares indirectly through investments in mutual funds). The plans’ weighted average asset allocations at September 26, 2025 and September 27, 2024 (the measurement dates used in valuing the plans’ assets and liabilities) were as follows:
| U.S. Plans | Non-U.S. Plans | ||||||||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 26, 2025 | September 27, 2024 | ||||||||||||||||||||
| Equity securities | 1 | % | 1 | % | 14 | % | 15 | % | |||||||||||||||
| Debt securities | 77 | % | 79 | % | 57 | % | 57 | % | |||||||||||||||
| Real estate investments | — | % | — | % | 5 | % | 6 | % | |||||||||||||||
| Mutual Funds | 18 | % | 17 | % | 11 | % | 9 | % | |||||||||||||||
| Other | 4 | % | 3 | % | 13 | % | 13 | % |
F-43
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table presents the fair value of the Company’s Domestic U.S. plan assets at September 26, 2025, segregated by level of fair value measurement inputs within the Fair Value hierarchy promulgated by U.S. GAAP (in thousands):
| September 26, 2025 | |||||||||||||||||||||||||||||
| Fair Value, Determined Using Fair Value Measurement Inputs | |||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Investments measured at Net Asset Value | Total | |||||||||||||||||||||||||
| Equities | $ | 2,725 | $ | — | $ | — | $ | — | $ | 2,725 | |||||||||||||||||||
| Domestic bonds | 372 | 198,404 | — | — | 198,776 | ||||||||||||||||||||||||
| Overseas bonds | — | 12,826 | — | — | 12,826 | ||||||||||||||||||||||||
| Cash and equivalents | 12,169 | — | — | — | 12,169 | ||||||||||||||||||||||||
| Mutual funds | 50,092 | — | — | — | 50,092 | ||||||||||||||||||||||||
| Total | $ | 65,358 | $ | 211,230 | $ | — | $ | — | $ | 276,588 |
F-44
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table presents the fair value of the Company’s non-U.S. plan assets at September 26, 2025, segregated by level of fair value measurement inputs within the Fair Value hierarchy promulgated by U.S. GAAP (in thousands):
| September 26, 2025 | |||||||||||||||||||||||||||||
| Fair Value, Determined Using Fair Value Measurement Inputs | |||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Investments measured at Net Asset Value | Total | |||||||||||||||||||||||||
| Domestic equities | $ | — | $ | 67,365 | $ | — | $ | 655 | $ | 68,020 | |||||||||||||||||||
| Overseas equities | — | 64,253 | — | 62,805 | 127,058 | ||||||||||||||||||||||||
| Domestic bonds | — | 40,342 | — | — | 40,342 | ||||||||||||||||||||||||
| Overseas bonds | — | 610,116 | — | 147,010 | 757,126 | ||||||||||||||||||||||||
| Cash and equivalents | 13,473 | — | — | — | 13,473 | ||||||||||||||||||||||||
| Real estate | — | 8,338 | 28,861 | 37,725 | 74,924 | ||||||||||||||||||||||||
| Insurance contracts | — | — | 57,132 | — | 57,132 | ||||||||||||||||||||||||
| Hedge funds | — | 93,890 | 19,354 | 113,244 | |||||||||||||||||||||||||
| Mutual funds | — | 147,729 | — | — | 147,729 | ||||||||||||||||||||||||
| Total | $ | 13,473 | $ | 938,143 | $ | 179,883 | $ | 267,549 | $ | 1,399,048 |
The following table presents the fair value of the Company’s U.S. plan assets at September 27, 2024, segregated by level of fair value measurement inputs within the Fair Value hierarchy promulgated by U.S. GAAP (in thousands):
| September 27, 2024 | |||||||||||||||||||||||||||||
| Fair Value, Determined Using Fair Value Measurement Inputs | |||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Investments measured at Net Asset Value | Total | |||||||||||||||||||||||||
| Equities | $ | 2,845 | $ | — | $ | — | $ | — | $ | 2,845 | |||||||||||||||||||
| Domestic bonds | 10,081 | 207,644 | — | — | 217,725 | ||||||||||||||||||||||||
| Overseas bonds | — | 12,621 | — | — | 12,621 | ||||||||||||||||||||||||
| Cash and equivalents | 10,723 | — | — | — | 10,723 | ||||||||||||||||||||||||
| Mutual funds | 49,914 | — | — | — | 49,914 | ||||||||||||||||||||||||
| Total | $ | 73,563 | $ | 220,265 | $ | — | $ | — | $ | 293,828 |
F-45
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table presents the fair value of the Company’s non-U.S. plan assets at September 27, 2024, segregated by level of fair value measurement inputs within the Fair Value hierarchy promulgated by U.S. GAAP (in thousands):
| September 27, 2024 | |||||||||||||||||||||||||||||
| Fair Value, Determined Using Fair Value Measurement Inputs | |||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Investments measured at Net Asset Value | Total | |||||||||||||||||||||||||
| Domestic equities | $ | — | $ | 61,722 | $ | — | $ | 1,890 | $ | 63,612 | |||||||||||||||||||
| Overseas equities | — | 62,988 | — | 89,912 | 152,900 | ||||||||||||||||||||||||
| Domestic bonds | — | 43,563 | — | — | 43,563 | ||||||||||||||||||||||||
| Overseas bonds | — | 697,585 | — | 82,512 | 780,097 | ||||||||||||||||||||||||
| Cash and equivalents | 17,161 | — | — | — | 17,161 | ||||||||||||||||||||||||
| Real estate | — | 12,101 | 42,479 | 39,041 | 93,621 | ||||||||||||||||||||||||
| Insurance contracts | — | — | 62,337 | — | 62,337 | ||||||||||||||||||||||||
| Hedge funds | — | — | 81,771 | 19,776 | 101,547 | ||||||||||||||||||||||||
| Mutual funds | — | 125,755 | — | — | 125,755 | ||||||||||||||||||||||||
| Total | $ | 17,161 | $ | 1,003,714 | $ | 186,587 | $ | 233,131 | $ | 1,440,593 |
The following table summarizes the changes in the fair value of the Company’s non-U.S. Pension Plans’ Level 3 assets for the years ended September 26, 2025 and September 27, 2024 (in thousands):
| Real Estate | Insurance Contracts | Hedge Funds | |||||||||||||||
| Balance at Balance at September 29, 2023 | $ | 84,755 | $ | 87,160 | $ | 78,617 | |||||||||||
| Net purchases, sales, and settlements | (59,738) | (31,262) | (19,567) | ||||||||||||||
| Realized and unrealized gains | 3,993 | 2,923 | 7,532 | ||||||||||||||
| Effect of exchange rate changes | 13,469 | 3,516 | 15,189 | ||||||||||||||
| Balance at September 27, 2024 | $ | 42,479 | $ | 62,337 | $ | 81,771 | |||||||||||
| Net purchases, sales and settlements | (15,055) | (3,937) | (238) | ||||||||||||||
| Realized and unrealized losses | 104 | (1,495) | 6,675 | ||||||||||||||
| Effect of exchange rate changes | 1,333 | 227 | 5,682 | ||||||||||||||
| Balance at September 26, 2025 | $ | 28,861 | $ | 57,132 | $ | 93,890 |
The following table presents the amount of cash contributions we anticipate making into the plans during fiscal 2026 (in thousands):
| U.S. Plans | Non-U.S. Plans | ||||||||||
| Anticipated cash contributions | $ | — | $ | 13,850 |
The following table presents the total benefit payments expected to be paid to plan participants during each of the next five fiscal years, and in total for the five years thereafter (in thousands):
| U.S. Plans | Non-U.S. Plans | ||||||||||
| 2026 | $ | 29,179 | $ | 89,460 | |||||||
| 2027 | 26,891 | 93,180 | |||||||||
| 2028 | 26,638 | 93,924 | |||||||||
| 2029 | 25,400 | 95,379 | |||||||||
| 2030 | 24,124 | 94,874 | |||||||||
| For the periods 2031 through 2035 | 106,362 | 490,669 |
F-46
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table presents the components of net periodic benefit cost for the Company’s U.S. plans recognized in the accompanying Consolidated Statements of Earnings for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands):
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Service cost | $ | 136 | $ | 119 | $ | 140 | |||||||||||
| Interest cost | 13,621 | 15,574 | 15,629 | ||||||||||||||
| Expected return on plan assets | (17,243) | (19,058) | (19,496) | ||||||||||||||
| Actuarial losses (gains) | 1,482 | (1,384) | (1,770) | ||||||||||||||
| Prior service cost | 63 | 431 | 430 | ||||||||||||||
| Total net periodic pension income recognized | $ | (1,941) | $ | (4,318) | $ | (5,067) |
The following table presents the components of net periodic benefit cost for the Company’s Non-U.S. plans recognized in the accompanying Consolidated Statements of Earnings for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands):
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Service cost | $ | 9,855 | $ | 8,922 | $ | 6,926 | |||||||||||
| Interest cost | 74,598 | 71,270 | 74,077 | ||||||||||||||
| Expected return on plan assets | (89,279) | (76,510) | (73,387) | ||||||||||||||
| Actuarial losses | 10,250 | 7,320 | 6,317 | ||||||||||||||
| Prior service cost | 1,608 | 1,501 | 1,424 | ||||||||||||||
| Net pension cost, before special items | $ | 7,032 | $ | 12,503 | $ | 15,357 | |||||||||||
| Curtailment expense/Settlement losses | (9) | 258 | 208 | ||||||||||||||
| Total net periodic pension cost recognized | $ | 7,023 | $ | 12,761 | $ | 15,565 | |||||||||||
The service cost component of net periodic pension income is presented in direct cost of contracts and selling, general and administrative expenses while all other components are presented in miscellaneous (expense) income, net on the Consolidated Statements of Earnings for the years presented above.
Multiemployer Plans
In the U.S. and various other countries, we contribute to trusteed pension plans covering hourly and certain salaried employees under industry-wide agreements. Contributions are based on the hours worked by employees covered under these agreements and are charged to direct cost of contracts on a current basis. With respect to these multiemployer plans, the Company's liability to fund these plans is generally limited to the contributions we are required to make under collective bargaining agreements.
Based on our review of our multiemployer pension plans under the guidance provided in ASU 2011-09— Compensation-Retirement Benefits-Multiemployer Plans, we have concluded that none of the multiemployer pension plans into which we contribute are individually significant to our Consolidated Financial Statements.
The following table presents the Company’s contributions to these multiemployer plans for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands):
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Europe | $ | 2,088 | $ | 1,769 | $ | 1,635 | |||||||||||
| United States | 156 | 156 | 154 | ||||||||||||||
| Contributions to multiemployer pension plans | $ | 2,244 | $ | 1,925 | $ | 1,789 |
F-47
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
**14.**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. 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 $911.0 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 $70.0 million in final settlement of the post-closing working capital adjustment, resulting in a $24.0 million reduction from preliminary recorded receivable amounts, which was charged to Retained Earnings in the Company's Consolidated Balance Sheet. The $70.0 million final receivable balance was collected in full on April 10, 2025 and immediately utilized to pay down existing amounts owed on Company’s Revolving Credit Facility upon receipt.
Summarized Financial Information of Discontinued Operations
The following table represents earnings from discontinued operations, net of tax (in thousands):
| For the Years Ended | |||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Revenues | $ | (3,200) | $ | 5,472,979 | $ | 5,500,994 | |||||||||||
| Direct cost of contracts | 3,528 | (4,692,921) | (4,738,539) | ||||||||||||||
| Gross profit | 328 | 780,058 | 762,455 | ||||||||||||||
| Selling, general and administrative expenses (1) (2) | (34,716) | (479,582) | (363,703) | ||||||||||||||
| Operating (Loss) Profit | (34,388) | 300,476 | 398,752 | ||||||||||||||
| Other loss, net | — | (3,301) | (3,049) | ||||||||||||||
| (Loss) Earnings Before Taxes from Discontinued Operations | (34,388) | 297,175 | 395,703 | ||||||||||||||
| Income Tax Benefit (Expense) | 7,742 | (89,737) | (94,845) | ||||||||||||||
| Net (Loss) Earnings of the Group from Discontinued Operations | (26,646) | 207,438 | 300,858 | ||||||||||||||
| Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations | — | (13,561) | (13,365) | ||||||||||||||
| Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations (3) | $ | (26,646) | $ | 193,877 | $ | 287,493 | |||||||||||
(1)The Company accrued approximately $30.8 million during the fourth quarter of fiscal 2025 as an indemnity reserve in respect of an ongoing non-U.S. tax matter related to an entity that was part of the separated SpinCo Business.
(2)The increase in selling, general and administrative expenses in the year ended September 27, 2024 from September 29, 2023 was primarily related to professional services and other Separation Transaction related expenses of $97.6 million.
(3)The decrease in net Earnings from discontinued operations for the year ended September 26, 2025, as compared to September 27, 2024, was primarily driven by prior year operating results of the SpinCo Business, which were divested and therefore are no longer in Company's financial results in fiscal year 2025.
F-48
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Notable components included in our Consolidated Statements of Cash Flows for these discontinued operations are as follows (in thousands):
| For the Years Ended | |||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Depreciation and amortization: | |||||||||||||||||
| Property, equipment and improvements | $ | — | $ | 16,245 | $ | 19,075 | |||||||||||
| Intangible assets | $ | — | $ | 56,839 | $ | 56,675 | |||||||||||
| Deferred income taxes | $ | 4,235 | $ | (106,424) | $ | (5,297) | |||||||||||
| Additions to property and equipment | $ | — | $ | (13,067) | $ | (26,448) | |||||||||||
No assets and liabilities remained held for spin as of September 26, 2025 and September 27, 2024.
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.
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 9- 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 twelve months ended September 26, 2025. Following the distribution, the Company no longer owns any shares of Amentum common stock.
The Company reported $(227.3) million and $186.9 million in fair value mark-to-market (losses) gains and other related charges associated with the investment in Amentum shares for the years ended September 26, 2025 and September 27, 2024, respectively, which were included in Miscellaneous (Expense) Income, net as reported in Other (Expense) Income in the Company’s Consolidated Statements 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, provided various services to Amentum
F-49
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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. As of September 26, 2025, the TSA was substantially exited with certain agreed upon extensions which are expected to be completed by the end of calendar year 2025. 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 $40.5 million in TSA related income for such services that is reported in miscellaneous income (expense) for the year ended September 26, 2025. No services were provided under the TSA for the year ended September 27, 2024.
Sale of Energy, Chemicals and Resources ("ECR") Business
On April 26, 2019, Jacobs completed the sale of its Energy, Chemicals and Resources ("ECR") business to Worley Limited, a company incorporated in Australia ("Worley"), for a purchase price of $3.4 billion consisting of (i) $2.8 billion in cash plus (ii) 58.2 million ordinary shares of Worley, subject to adjustments for changes in working capital and certain other items (the “ECR sale”). For the years ended September 26, 2025, September 27, 2024 and September 29, 2023, $2.7 million, $(0.6) million and $(0.8) million, respectively, were reported in Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations on the Consolidated Statement of Earnings related to ECR.
F-50
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
**15.**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. PA Consulting is accounted for as a consolidated subsidiary and as a separate operating segment.
During fiscal 2025, 2024, and 2023, the Company repurchased certain shares of the redeemable noncontrolling interest holders for $10.4 million, $55.3 million, and $92.9 million respectively, in cash and issued certain shares of redeemable noncontrolling interest holders in fiscal 2024 and 2023 for $19.8 million, and $34.0 million, respectively. 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 71% and 70% of the outstanding ownership of PA Consulting as of September 26, 2025 and September 27, 2024, respectively.
For the years ended, 2025 and 2024 there was a $0.0 and $0.10 charge to earnings per share, respectively, resulting from adjustments to the redeemable noncontrolling interests to reflect the excess of redemption values over fair values of the B common shares component of the redeemable noncontrolling interests. Additionally, for the years ended, 2025 and 2024 there was a $0.01 and $0.02 increase in earnings per share, respectively, resulting from redemption value adjustments associated with redeemable noncontrolling interests preference share repurchase and reissuance activities that were recorded.
The foregoing results had no impact on the Company’s overall results of operations, financial position or cash flows. See Note 4- Earnings Per Share and Certain Related Information.
Changes in the Company's redeemable noncontrolling interests during the fiscal years ended September 26, 2025 and September 27, 2024 were as follows (in thousands):
| September 26, 2025 | September 27, 2024 | ||||||||||
| Redeemable noncontrolling interest at the beginning of the year | $ | 820,182 | $ | 632,979 | |||||||
| Accrued Preferred Dividend to Preference Shareholders | 81,713 | 73,033 | |||||||||
| Attribution of Preferred Dividend to Common Shareholders | (81,713) | (73,033) | |||||||||
| Net earnings attributable to redeemable noncontrolling interest to Common Shareholders | 11,177 | 14,999 | |||||||||
| Redeemable Noncontrolling interests redemption value adjustment | 199,763 | 171,142 | |||||||||
| Repurchase of redeemable noncontrolling interests | (13,999) | (62,867) | |||||||||
| Issuance of redeemable noncontrolling interests | — | 22,586 | |||||||||
| Cumulative translation adjustment and other | 1,571 | 41,343 | |||||||||
| Redeemable noncontrolling interest at the end of the year | $ | 1,018,694 | $ | 820,182 |
F-51
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
In addition, certain employees and nonemployees 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, 40% of these grants are subject to time-based vesting and have reached fully vested status as of July 2025. The Company has accrued liabilities associated with the vested grants at fair value in the amounts of $103.8 million and $28.4 million reported in Other deferred liabilities in our Consolidated Balance Sheets as of September 26, 2025 and September 27, 2024, respectively. Also, during the years ended September 26, 2025 and September 27, 2024, the Company recorded approximately $75.3 million and $13.4 million, respectively, in expense associated with these agreements which is reflected in selling, general and administrative expenses in the consolidated statements of earnings. As of September 26, 2025, there was approximately $142.1 million of total unrecognized compensation cost related to the remaining 60% of fair value of such grants anticipated to vest upon a liquidity event, as defined in the applicable agreements. This cost is expected to be recognized in Selling, general and administrative expenses when such a liquidity event is considered probable, which could occur in 2026.
Restricted Cash
The Company, through its investment in PA Consulting, held $1.4 million and $2.1 million at September 26, 2025 and September 27, 2024, respectively, in cash that is restricted from general use and is included in prepaid expenses and other current assets on the Consolidated Balance Sheets.
**16.**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 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 are 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 years ended September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands):
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Infrastructure & Advanced Facilities | $ | 59,092 | $ | 128,529 | $ | 111,513 | |||||||||||
| PA Consulting | 2,224 | 6,382 | 14,706 | ||||||||||||||
| Total | 61,316 | 134,911 | 126,219 | ||||||||||||||
| Amounts included in: | |||||||||||||||||
| Operating profit (mainly selling, general and administrative expenses (“SG&A") (1) | 61,316 | 169,844 | 129,596 | ||||||||||||||
| Other (Income), net (2) | — | (34,933) | (3,377) | ||||||||||||||
| $ | 61,316 | $ | 134,911 | $ | 126,219 |
(1)The years ended September 26, 2025, September 27, 2024 and September 29, 2023 included approximately $58.8 million, $163.4 million and $61.1 million, respectively, in restructuring and other charges relating to the Separation Transaction (primarily professional services and employee separation costs) and $2.2 million, $6.4 million and $14.3 million, respectively in restructuring and other charges relating to the Company's investment in PA Consulting (primarily employee separation costs). The year ended September 29, 2023 also included $49.1 million in charges mainly associated with real estate impairments, the majority of which related to Infrastructure & Advanced Facilities.
(2)The year ended September 27, 2024 included a $35.2 million realized gain on interest rate swaps settled during the fourth quarter of fiscal 2024. The year ended September 29, 2023 included gain of $3.4 million related to lease terminations.
F-52
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The activity in the Company’s accrual for the Restructuring and other charges including the program activities described above for the year ended September 26, 2025 is as follows (in thousands):
| Balance at September 27, 2024 | $ | 44,935 | |||
| Net Charges | 61,316 | ||||
| Payments & Other | (91,735) | ||||
| Balance at September 26, 2025 | $ | 14,516 |
The following table summarizes the Restructuring and other charges by major type of costs for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands):
| September 26, 2025 | September 27, 2024 | September 29, 2023 | |||||||||||||||
| Lease Abandonments and Impairments | $ | — | $ | 49 | $ | 44,788 | |||||||||||
| Voluntary and Involuntary Terminations | 29,753 | 47,881 | 37,235 | ||||||||||||||
| Outside Services (1) | 24,651 | 100,593 | 35,099 | ||||||||||||||
| Other (2) | 6,912 | (13,612) | 9,097 | ||||||||||||||
| Total | $ | 61,316 | $ | 134,911 | $ | 126,219 |
(1)Amounts in the years ended September 26, 2025, September 27, 2024 and September 29, 2023 are mainly comprised of professional services relating to the Separation Transaction.
(2)Amounts in the years ended September 26, 2025, September 27, 2024 and September 29, 2023 are mainly comprised of activities associated with the Separation Transaction including a realized gain of $35.2 million on interest rate swaps settled during fourth quarter of fiscal 2024 and charges associated with the write off of fixed assets during fiscal 2023.
Cumulative amounts incurred to date for restructuring and other programs active at the end of fiscal 2025 by each major type of cost as of September 26, 2025 are as follows (in thousands):
| Voluntary and Involuntary Terminations | $ | 109,042 | |||
| Outside Services | 158,475 | ||||
| Other (1) | 2,811 | ||||
| Total | $ | 270,328 |
(1)Cumulative amount includes a $35.2 million realized gain on interest rate swaps settled during the fourth quarter of fiscal 2024.
**17.**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 9- Borrowings for further discussion relating to the terms of the 5.90% Bonds*.* The unrealized net gain on these instruments was $20.9 million and $23.6 million, net of tax, and is included in accumulated other comprehensive loss as of September 26, 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
F-53
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
were amended accordingly and remained designated as cash-flow hedges in accordance with ASC 815, Derivatives and Hedging.
During the fourth quarter of fiscal 2024, in connection with the Separation Transaction, the Company terminated two interest rate swaps with an aggregate notional value of $554.7 million for a realized gain of $35.2 million. This realized gain previously recorded as a component of accumulated other comprehensive loss was recognized in miscellaneous income (expense) in the current period as the related interest payments are no longer expected to occur. As of September 26, 2025 and September 27, 2024, the Company has one ten-year outstanding instrument with a notional value of $200.0 million.
The fair value of the interest rate swap at September 26, 2025 and September 27, 2024 was $20.5 million and $23.0 million, respectively, included within miscellaneous other assets on the Consolidated Balance Sheet. The unrealized net gain on the interest rate swap as of September 26, 2025 and September 27, 2024 was $15.6 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 Australian Dollar, British Pound and other currencies, with notional values of $491.9 million at September 26, 2025 and $827.3 million at September 27, 2024. The length of these contracts currently ranges from one to three months. The fair value of the foreign exchange contracts at September 26, 2025 was $(0.3) million, of which $(2.3) million is included within current liabilities and $2.0 million is included within current assets on the Consolidated Balance Sheet as of September 26, 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.
Letters of Credit
At September 26, 2025 and September 27, 2024, the Company had issued and outstanding approximately $217.0 million and $306.2 million, respectively, in LOCs and $2.8 billion and $2.3 billion, respectively, in surety bonds. Of the outstanding LOC amount, $0.3 million has been issued under the Revolving Credit Facility and $216.7 million are issued under separate, committed and uncommitted letter-of-credit facilities.
**18.**Contractual Guarantees, Litigation, 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 primarily 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. See Note 17- Commitments and Contingencies and Derivative Financial Instruments for more information surrounding LOCs and surety bonds.
F-54
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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 certain losses, claims and liabilities that occur through the use of various deductibles, limits, and retentions under our insurance programs and utilize a number of internal financing mechanisms for these self-insurance arrangements, including the operation of certain captive insurance entities. 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.
F-55
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
**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 14- Discontinued Operations.
The Company’s Chief Executive Officer is the Chief Decision Maker (“CODM”) and evaluates the performance of and makes appropriate resource allocations to 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.
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 primarily 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 CODM does not review segment assets as a measure of segment performance.
The following tables present total revenues, direct cost of contracts, selling, general and administrative expenses and segment operating profit from continuing operations for each reportable segment (in thousands) and include 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 16*- Restructuring and Other Charges*) and transaction and integration costs (in thousands) for the years ended:
| September 26, 2025 | |||||||||||||||||
| Infrastructure & Advanced Facilities | PA Consulting | Total | |||||||||||||||
| Revenues from External Customers (1) | $ | 10,764,206 | $ | 1,265,577 | $ | 12,029,783 | |||||||||||
| Direct cost of contracts (2) | (8,228,935) | (815,914) | (9,044,849) | ||||||||||||||
| Selling, general and administrative expenses (2) | (1,631,723) | (171,164) | (1,802,887) | ||||||||||||||
| Segment Operating Profit (1) | $ | 903,548 | $ | 278,499 | $ | 1,182,047 | |||||||||||
| Restructuring, Transaction and Other Charges (3) | (162,896) | ||||||||||||||||
| Amortization of Intangible Assets | (155,517) | ||||||||||||||||
| Total U.S. GAAP Operating Profit | $ | 863,634 | |||||||||||||||
| Total Other (Expense) Income, net (4) | (320,157) | ||||||||||||||||
| Earnings from Continuing Operations Before Taxes | $ | 543,477 |
| (1) | I&AF revenue and operating profit for the year ended September 26, 2025 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) | Direct cost of contracts and SG&A are considered to be significant segment expense categories as amounts align with, or are easily computable from, the segment-level information regularly provided to the CODM. | ||||
| (3) | The year ended September 26, 2025 included $58.8 million in restructuring and other charges related to the Separation Transaction (primarily professional services and employee separation costs), as well as $75.3 million in charges for certain subsidiary level compensation based agreements. The year ended September 26, 2025 included approximately $26.0 million in charges associated with the Company's TSA with Amentum. | ||||
| (4) | The year ended September 26, 2025 included $227.3 million in mark-to-market losses and other related charges associated with our investment in Amentum stock in connection with the Separation Transaction, as well as $40.5 million in income associated with the Company's TSA with Amentum (see Note 14- Discontinued Operations). The year ended September 26, 2025 included $20.5 million in discounts and expenses associated with the Equity-for-Debt Transaction (see Note 9- Borrowings and Note 14- Discontinued Operations). |
F-56
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
| September 27, 2024 | |||||||||||||||||
| Infrastructure & Advanced Facilities | PA Consulting | Total | |||||||||||||||
| Revenues from External Customers | $ | 10,323,255 | $ | 1,177,686 | $ | 11,500,941 | |||||||||||
| Direct cost of contracts (1) | (7,915,256) | (752,929) | (8,668,185) | ||||||||||||||
| Selling, general and administrative expenses (1) | (1,609,624) | (185,507) | (1,795,131) | ||||||||||||||
| Segment Operating Profit | $ | 798,375 | $ | 239,250 | $ | 1,037,625 | |||||||||||
| Restructuring, Transaction and Other Charges (2) | (192,522) | ||||||||||||||||
| Amortization of Intangible Assets | (152,667) | ||||||||||||||||
| Total U.S. GAAP Operating Profit | $ | 692,436 | |||||||||||||||
| Total Other (Expense) Income, net (3) | 84,850 | ||||||||||||||||
| Earnings from Continuing Operations Before Taxes | $ | 777,286 |
| (1) | Direct cost of contracts and SG&A are considered to be significant segment expense categories as amounts align with, or are easily computable from, the segment-level information regularly provided to the CODM. | ||||
| (2) | The year ended September 27, 2024 included $163.4 million in restructuring and other charges related to the Separation Transaction (primarily professional services and employee separation costs) and $6.4 million in restructuring and other charges related to the Company's investment in PA Consulting (primarily employee separation costs), as well as certain subsidiary level compensation based agreements. | ||||
| (3) | The year ended September 27, 2024 included $186.9 million in mark-to-market gains associated with our investment in Amentum stock in connection with the Separation Transaction and a $35.2 million realized gain on interest rate swaps settled during the fourth quarter of fiscal 2024. |
| September 29, 2023 | |||||||||||||||||
| Infrastructure & Advanced Facilities | PA Consulting | Total | |||||||||||||||
| Revenues from External Customers | $ | 9,693,276 | $ | 1,158,144 | $ | 10,851,420 | |||||||||||
| Direct cost of contracts (1) | (7,395,838) | (744,722) | (8,140,560) | ||||||||||||||
| Selling, general and administrative expenses (1) (2) | (1,563,836) | (176,419) | (1,740,255) | ||||||||||||||
| Segment Operating Profit | $ | 733,602 | $ | 237,003 | $ | 970,605 | |||||||||||
| Restructuring, Transaction and Other Charges (3) | (146,891) | ||||||||||||||||
| Amortization of Intangible Assets | (147,230) | ||||||||||||||||
| Total U.S. GAAP Operating Profit | $ | 676,484 | |||||||||||||||
| Total Other (Expense) Income, net | (155,509) | ||||||||||||||||
| Earnings from Continuing Operations Before Taxes | $ | 520,975 |
| (1) | Direct cost of contracts and SG&A are considered to be significant segment expense categories as amounts align with, or are easily computable from, the segment-level information regularly provided to the CODM. | ||||
| (2) | In fiscal 2023, I&AF SG&A included approximately $15.0 million in net favorable impacts from cost reductions compared to the prior year period, which were associated mainly with net favorable impacts during first quarter from changes in employee benefit programs of $41.0 million offset by approximately $26.0 million in higher spend in company technology platforms and other personnel and corporate cost increases. | ||||
| (3) | The year ended September 29, 2023 included $61.1 million in restructuring and other charges related to the Separation Transaction (primarily professional services and employee separation costs) and $14.3 million, in restructuring and other charges related to the Company's investment in PA Consulting (primarily employee separation costs), as well as certain subsidiary level compensation based agreements. Additionally, in fiscal year 2023, there were $46.7 million in charges associated mainly with real estate impairments. |
F-57
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Jacobs Solutions Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Jacobs Solutions Inc. and subsidiaries (the Company) as of September 26, 2025 and September 27, 2024, the related consolidated statements of earnings, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended September 26, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 26, 2025 and September 27, 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 26, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 26, 2025, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November 20, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
F-58
| Revenue Recognition for Certain Fixed-Price Contracts | ||||||||
| Description of the Matter | As described in Note 2 to the consolidated financial statements, the Company recognizes contract revenue over time, as performance obligations are satisfied, using the percentage-of-completion method (an input method) based primarily on contract costs incurred to date compared to total estimated contract costs. Revenue recognition under this method is judgmental, as it requires the Company to prepare estimates of total contract revenue and total contract costs, including costs to complete in-process contracts. Auditing the Company’s estimates of total contract revenue and costs used to recognize revenue on certain fixed-price contracts which are larger in size involved significant auditor judgment, as it required the evaluation of subjective factors, such as assumptions related to estimated labor, material and subcontractor costs. These assumptions involved significant management judgment, which affects the measurement of revenue recognized by the Company. | |||||||
| How We Addressed the Matter in Our Audit | We tested the Company’s controls over the estimation process that affect revenue recognized on fixed-price contracts. For example, we tested controls over management’s monitoring and review of project cost estimates, including the Company’s procedures to validate the completeness and accuracy of the data used to determine the estimates. To test the Company’s contract estimates related to revenues recognized on fixed-price projects, our audit procedures included selecting a sample of projects and, among other procedures, we obtained and inspected related contract agreements, amendments, and change orders to test the existence of customer arrangements and understand the scope and pricing of the related projects; observed selected project team status meetings at the Company and interviewed project team personnel to obtain an understanding of the status of operational performance and progress on the related projects; evaluated the reasonableness of the Company’s estimated costs to complete by obtaining and analyzing supporting documentation for a sample of cost estimate components; and compared contract profitability estimates in the current year to historical estimates and actual performance for the same projects. | |||||||
| Redeemable Noncontrolling Interests | ||||||||
| Description of the Matter | As of September 26, 2025, the balance of redeemable noncontrolling interests relating to the Company’s PA Consulting subsidiary was $1,018.7 million. As discussed in Note 2 of the consolidated financial statements, the redeemable noncontrolling interests are subject to remeasurement as of the balance sheet date based on the greater of the redemption value or the historical value resulting from the original acquisition date fair value plus the impact of any earnings or loss attribution amounts, including dividends. The redemption value is based on the fair value of PA Consulting, which is determined using a combination of a discounted cash flow analysis based upon projected financial information and a multiple of earnings before interest, taxes, depreciation and amortization. Auditing the Company’s redeemable noncontrolling interests balance requires significant judgment, as the valuation of the redemption value includes subjective estimates and assumptions. In particular, the discounted cash flow analysis used in determining the redemption value is sensitive to significant assumptions such as projections of revenue and earnings before interest, taxes, depreciation and amortization. These assumptions are forward looking and could be affected by future economic conditions. |
F-59
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s determination of the redemption value, including controls over management’s review of the significant assumptions described above. To test the redemption value, our audit procedures included, among others, evaluating the Company's valuation methodologies, performing recalculations of the model, and testing the significant assumptions described above and the underlying data used by the Company. We compared the significant assumptions used by management to current industry trends and historical performance. We performed sensitivity analyses of significant assumptions to evaluate the change in the redemption value resulting from changes in the significant assumptions. We also involved our valuation specialists to assist in evaluating the valuation methodologies and certain assumptions used by the Company. |
/s/ Ernst & Young LLP
We have served as the Company's auditor since 1987.
Dallas, Texas
November 20, 2025
F-60
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Jacobs Solutions Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Jacobs Solutions Inc. and subsidiaries’ internal control over financial reporting as of September 26, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Jacobs Solutions Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 26, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 26, 2025 and September 27, 2024, the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended September 26, 2025, and the related notes and our report dated November 20, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Dallas, Texas
November 20, 2025
F-61
Previous: Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES