UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 27, 2024

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 1-7463

JACOBS SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Delaware												88-1121891
(State or other jurisdiction of incorporation or organization)												(I.R.S. Employer Identification Number)
1999 Bryan Street			Suite 3500			Dallas			Texas			75201
(Address of principal executive offices)												(Zip Code)

(214) 583 – 8500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

_________________________________________________________________

Title of Each Class						Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock			$1 par value			J			New York Stock Exchange

Indicate by check-mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: ☒ Yes ☐ No

Indicate by check-mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Page 1

Indicate by check-mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☒						Accelerated filer			☐
Non-accelerated filer			☐						Smaller reporting company			☐
Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check-mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Number of shares of common stock outstanding at January 24, 2025: 122,543,672

Page 2

JACOBS SOLUTIONS INC.

INDEX TO FORM 10-Q

									Page No.
PART I			FINANCIAL INFORMATION
			Item 1.			Financial Statements			4
						Consolidated Balance Sheets - Unaudited			5
						Consolidated Statements of Earnings - Unaudited			7
						Consolidated Statements of Comprehensive Income - Unaudited			8
						Consolidated Statements of Stockholders’ Equity - Unaudited			9
						Consolidated Statements of Cash Flows - Unaudited			10
						Notes to Consolidated Financial Statements - Unaudited			11
			Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			32
			Item 3.			Quantitative and Qualitative Disclosures About Market Risk			45
			Item 4.			Controls and Procedures			56
PART II			OTHER INFORMATION
			Item 1.			Legal Proceedings			47
			Item 1A.			Risk Factors			47
			Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			47
			Item 3.			Defaults Upon Senior Securities			48
			Item 4.			Mine Safety Disclosures			48
			Item 5.			Other Information			48
			Item 6.			Exhibits			49
						SIGNATURES			50

Page 3

Part I - FINANCIAL INFORMATION

Page 4

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share information)

			December 27, 2024						September 27, 2024
			(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents			$	1,299,657					$	1,144,795
Receivables and contract assets			2,912,513						2,845,452
Prepaid expenses and other			136,855						155,865
Investment in equity securities			597,939						749,468
Total current assets			4,946,964						4,895,580
Property, Equipment and Improvements, net			293,148						315,630
Other Noncurrent Assets:
Goodwill			4,683,356						4,788,181
Intangibles, net			795,285						874,894
Deferred income tax assets			207,980						195,406
Operating lease right-of-use assets			287,661						303,856
Miscellaneous			396,455						385,458
Total other noncurrent assets			6,370,737						6,547,795
			$	11,610,849					$	11,759,005
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt			$	818,545					$	875,760
Accounts payable			984,963						1,029,140
Accrued liabilities			1,012,218						1,087,764
Operating lease liability			114,293						119,988
Contract liabilities			1,013,076						967,089
Total current liabilities			3,943,095						4,079,741
Long-term debt			1,717,270						1,348,594
Liabilities relating to defined benefit pension and retirement plans			285,388						298,221
Deferred income tax liabilities			142,971						116,655
Long-term operating lease liability			383,966						407,826
Other deferred liabilities			116,600						120,483
Total other noncurrent liabilities			2,646,195						2,291,779
Commitments and Contingencies
Redeemable Noncontrolling interests			794,593						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 - 122,912,389 shares and 124,253,511 shares as of December 27, 2024 and September 27, 2024, respectively			122,912						124,084
Additional paid-in capital			2,735,155						2,758,064
Retained earnings			2,179,509						2,366,769
Accumulated other comprehensive loss			(832,217)						(699,450)
Total Jacobs stockholders’ equity			4,205,359						4,549,467
Noncontrolling interests			21,607						17,836
Total Group stockholders’ equity			4,226,966						4,567,303
			$	11,610,849					$	11,759,005

Page 5

See the accompanying Notes to Consolidated Financial Statements – Unaudited.

Page 6

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

Three Months Ended December 27, 2024 and December 29, 2023

(In thousands, except per share information)

(Unaudited)

			For the Three Months Ended
			December 27, 2024						December 29, 2023
Revenues			$	2,932,956					$	2,810,227
Direct cost of contracts			(2,211,689)						(2,145,497)
Gross profit			721,267						664,730
Selling, general and administrative expenses			(512,849)						(522,730)
Operating Profit			208,418						142,000
Other Income (Expense):
Interest income			9,656						7,519
Interest expense			(34,820)						(43,350)
Miscellaneous expense			(130,107)						(2,964)
Total other expense, net			(155,271)						(38,795)
Earnings from Continuing Operations Before Taxes			53,147						103,205
Income Tax (Expense) Benefit from Continuing Operations			(57,149)						31,610
Net (Loss) Earnings of the Group from Continuing Operations			(4,002)						134,815
Net (Loss) Earnings of the Group from Discontinued Operations, net of tax			(1,001)						46,639
Net (Loss) Earnings of the Group			(5,003)						181,454
Net Earnings Attributable to Noncontrolling Interests from Continuing Operations			(6,080)						(3,851)
Net Earnings Attributable to Redeemable Noncontrolling interests			(7,047)						(2,618)
Net (Loss) Earnings Attributable to Jacobs from Continuing Operations			(17,129)						128,346
Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations			—						(3,375)
Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations			(1,001)						43,264
Net (Loss) Earnings Attributable to Jacobs			$	(18,130)					$	171,610
Net Earnings Per Share:
Basic Net (Loss) Earnings from Continuing Operations Per Share			$	(0.10)					$	1.03
Basic Net (Loss) Earnings from Discontinued Operations Per Share			$	(0.01)					$	0.34
Basic (Loss) Earnings Per Share			$	(0.11)					$	1.37
Diluted Net (Loss) Earnings from Continuing Operations Per Share

Showing the first 8K of 116K characters. Open the full section

General

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

• The discussion of the critical and significant accounting policies used by the Company in preparing its consolidated financial statements. The most current discussion of our critical accounting policies appears in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Form 10-K, and the most current discussion of our significant accounting policies appears in Note 2- Significant Accounting Polices in Notes to Consolidated Financial Statements of our 2024 Form 10-K;

• The Company’s fiscal 2024 audited consolidated financial statements and notes thereto included in our 2024 Form 10-K; and

• Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Form 10-K.

In addition to historical information, this MD&A and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as “expects,” “anticipates,” “believes,” “seeks,” “estimates,” “plans,” “intends,” “future,” “will,” “would,” “could,” “can,” “may,” "target," "goal" and similar words are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make concerning the financial condition and results of operations and our expectations as to our future growth, prospects, financial outlook and business strategy and any assumptions underlying any of the foregoing. Although such statements are based on management’s current estimates and expectations, and/or currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain, and you should not place undue reliance on such statements as actual results may differ materially. We caution the reader that there are a variety of risks, uncertainties and other factors that could cause actual results to differ materially from what is contained, projected or implied by our forward-looking statements. Such factors include but are not limited to:

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

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

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

Page 32

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

• legislative changes, including potential changes to the amounts provided for, under the Infrastructure Investment and Jobs Act, as well as other legislation and executive orders related to governmental spending, and changes in U.S. or foreign tax laws, statutes, rules, regulations or ordinances, including the impact of, and changes to, tariffs or trade policies that may adversely impact our future financial position or results of operations;

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

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

The foregoing factors and potential future developments are inherently uncertain, unpredictable and, in many cases, beyond our control. For a description of these and additional factors that may occur that could cause actual results to differ from our forward-looking statements, see the Company’s filings with the U.S. Securities and Exchange Commission, including in particular the discussions contained in our fiscal 2024 Form 10-K under Item 1 - Business, Item 1A - Risk Factors, Item 3 - Legal Proceedings, and Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations; and in this Quarterly Report on Form 10-Q under Part I, Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item 1 - Legal Proceedings and Item 1A - Risk Factors. We undertake no obligation to release publicly any revisions or updates to any forward-looking statements. We encourage you to read carefully the risk factors, as well as the financial and business disclosures contained in this Quarterly Report on Form 10-Q and in other documents we file from time to time with the United States Securities and Exchange Commission (the "SEC").

Business Overview

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

We are challenging today to reinvent tomorrow - delivering outcomes and solutions for the world’s most complex challenges. With a team of approximately 45,000, we provide end-to-end services in advanced manufacturing, cities & places, energy, environmental, life sciences, transportation and water markets. From advisory and consulting, feasibility, planning, design, program and lifecycle management, we are creating a more connected and sustainable world.

Whether tackling water scarcity, aging infrastructure, access to life-saving therapies or sophisticated cyberattacks, we take on some of the world’s biggest challenges, bringing a different way of thinking to everything we do. We channel our creativity, agility and our domain expertise to create value for our clients and society.

Over the last seven years, Jacobs has been on a transformation journey, starting with a re-emphasis on business excellence, our culture and brand, and evolving our portfolio to become a science-based consulting and advisory solutions provider focused on delivering solutions for some of the world’s most complex sustainability, critical infrastructure and advanced manufacturing challenges. This transformation included acquiring a 65% stake in PA Consulting Group Limited ("PA Consulting") in fiscal 2021. Acquisitions of BlackLynx and StreetLight further positioned us as a leader in high-value critical infrastructure and technology-enabled solutions.

In March of 2022, Jacobs launched Boldly Moving Forward, a three-year strategy that builds on our success over the preceding three years to take advantage of a new lens crafted from the incredible pace of change in the world and in our markets. We are now focused on broadening our leadership in high growth sectors aligned with long-term secular trends, such as infrastructure renewal and investment, and the global transition to more sustainable ways of living.

Our strategy is driven by our purpose to create a more connected, sustainable world, applying our values and delivering on our brand promise of “Challenging today. Reinventing tomorrow.” Extensive evaluation of global trends, capabilities and markets identified three growth accelerators: Climate Response, Data Solutions, and Consulting & Advisory, which cut across our entire organization and key sectors creating connections among global market trends, our

Page 33

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

Today, our clients face a rapidly changing world - navigating multifaceted challenges such as the increasing pace of technological change, budget and supply chain limitations, global climate change events and complex geopolitical conditions. At Jacobs, we strive to help them meet these challenges.

Climate Response

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

Data Solutions

We are harnessing our data and digital capabilities, products and tools to help our clients operate more efficiently in a safe environment and capitalize on their data more than ever before. We invest in big data, technology-enhanced and artificial intelligence solutions to help clients find better, safer and more agile ways of working. We provide solutions in data analytics and insights, digital architecture, advisory and transformation, software development and cybersecurity and operational technology.

Consulting and Advisory

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

Operating Segments

The services we provide to our markets fall into the following two operating segments: 1) Infrastructure & Advanced Facilities and 2) our majority investment in PA Consulting. For additional information regarding our segments, including information about our financial results by segment and financial results by geography, see Note 19- Segment Information and Note 5- Revenue Accounting for Contracts of Notes to Consolidated Financial Statements.

Infrastructure & Advanced Facilities (I&AF)

Jacobs' Infrastructure & Advanced Facilities line of business provides end-to-end solutions for our clients’ most complex challenges related to climate change, energy transition, connected mobility, buildings and infrastructure, integrated water management and biopharmaceutical manufacturing. In doing so, we combine deep experience in the following end markets - Critical Infrastructure, Water & Environmental and Life Sciences & Advanced Manufacturing. Our core skills revolve around consulting, planning, architecture, design, engineering, infrastructure delivery services including project, program and construction management and long-term operation of facilities. Solutions are delivered as standalone professional service engagements, comprehensive program management partnerships, and selective progressive design-build and construction management at-risk delivery services. Increasingly, we use data science and technology-enabled expertise to deliver positive and enduring outcomes for our clients and communities.

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

Page 34

PA Consulting

Jacobs invested in a 65% stake in PA Consulting, the global innovation and transformation consultancy firm. PA Consulting accelerates new growth ideas from concept, through design and development and to commercial success, and revitalizes organizations, building leadership, culture, systems and processes to make innovation a reality. PA Consulting's global team of approximately 4,000, which includes strategists, innovators, designers, consultants, digital experts, scientists, engineers and technologists, work across seven sectors: consumer and manufacturing, defense and security, energy and utilities, financial services, government, health and life sciences, and transport to make a positive impact alongside the clients it supports, bringing ingenuity to life.

PA Consulting has a diverse mix of private and public sector clients. Private sector clients include global household names like Unilever, Microsoft, and Pret A Manger, and start-ups like PulPac, which converts plant fibers into sustainable packaging to reduce single-use plastic. PA's work includes creating more sustainable airports with Amsterdam Airport Schiphol and accelerating the energy transition with Invenergy and energyRe, to new digital platforms for the American College of Emergency Physicians, pioneering medtech with Hubly Surgical, and resilient banking with Bankomat. Public sector clients include the U.K.'s Ministry of Defence, National Highways, The Norwegian Labour and Welfare Administration, and The Danish Tax Agency.

The Company is deploying the collective strengths of Jacobs and PA Consulting to create significant opportunities for our clients. Alongside Copenhagen Metro – one of the most advanced public transport systems in Europe – we’re providing strategic management and technical services to support its operations and maintenance. We’re also supporting the Frederick Douglass Tunnel program, one of the largest national transportation infrastructure investments in the U.S. Drawing on our extensive experience with Louisiana’s critical state infrastructure, we’re developing a comprehensive offshore wind roadmap for the Louisiana Department of Energy and Natural Resources, U.S. that aims to promote the state’s energy independence, diversification and security while developing its workforce and local economy. Supporting the U.K.’s decarbonization and energy security future, we are delivering technical project management support to the U.K. Department for Energy Security & Net Zero’s Carbon Capture, Usage and Storage program, an essential element of the U.K.’s commitment to deliver a net-zero economy by 2050.

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

On September 27, 2024, Jacobs Solutions Inc. ("Jacobs") completed the previously announced Reverse Morris Trust transaction pursuant to which (i) Jacobs first transferred its Critical Mission Solutions business (“CMS”) and portions of the Divergent Solutions (“DVS”) business (referred to herein as the Cyber & Intelligence business (“C&I”) and together with CMS referred to as the “SpinCo Business”), to Amazon Holdco Inc., a Delaware corporation, which has been renamed Amentum Holdings, Inc. (“SpinCo”) (the “Separation”), (ii) Jacobs then effectuated a spin-off of SpinCo by distributing 124,084,108 shares of SpinCo common stock, par value $0.01 per share (the “SpinCo Common Stock”), by way of a pro rata distribution to its shareholders such that each holder of shares of Jacobs common stock, par value $1.00 per share (the “Jacobs Common Stock”) was entitled to receive one share of SpinCo Common Stock for each share of Jacobs Common Stock held as of the record date, September 23, 2024 (the “Distribution”), and (iii) finally, Amentum Parent Holdings LLC merged with and into SpinCo, with SpinCo surviving the merger (the “Merger” and together with the Separation and the Distribution, the “Separation Transaction”). The surviving entity of the Separation Transaction is now an independent public company with common stock listed on the New York Stock Exchange under the symbol “AMTM” (“Amentum”).

As a result of the Separation Transaction, substantially all SpinCo Business-related assets and liabilities have been separated and distributed (the "Disposal Group"). The Company determined that the Disposal Group should be reported as discontinued operations in accordance with ASC 205-20, Discontinued Operations because their disposal represents a strategic shift that had a major effect on operations and financial results. As such, the financial results of the SpinCo Business are reflected in our Consolidated Statements of Earnings as discontinued operations for all periods presented. No amounts remained held for spin at the end of fiscal 2024. See Note 15- Discontinued Operations.

Prior to the Separation Transaction, Jacobs’ Critical Mission Solutions line of business provided a full spectrum of solutions for clients to address evolving challenges like digital transformation and modernization, national security and defense, space exploration, digital asset management, the clean energy transition, and nuclear decommissioning and cleanup. Clients included government agencies, as well as private sector clients mainly in the aerospace, automotive, motorsports, energy and telecom sectors. Prior to the Separation Transaction, the DVS business unit served as the core foundation for developing and delivering innovative, next-generation cloud, cyber, data and digital technologies. DVS clients included government agencies and commercial clients in the U.S. and international markets. Certain portions of the DVS business were retained and are now part of I&AF, which include advising digital strategy and transformation and

Page 35

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

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

(in thousands, except per share information)

			For the Three Months Ended
			December 27, 2024						December 29, 2023
Revenues			$	2,932,956					$	2,810,227
Direct cost of contracts			(2,211,689)						(2,145,497)
Gross profit			721,267						664,730
Selling, general and administrative expenses			(512,849)						(522,730)
Operating Profit			208,418						142,000
Other Income (Expense):
Interest income			9,656						7,519
Interest expense			(34,820)						(43,350)
Miscellaneous expense			(130,107)						(2,964)
Total other expense, net			(155,271)						(38,795)
Earnings from Continuing Operations Before Taxes			53,147						103,205
Income Tax (Expense) Benefit from Continuing Operations			(57,149)						31,610
Net (Loss) Earnings of the Group from Continuing Operations			(4,002)						134,815
Net (Loss) Earnings of the Group from Discontinued Operations, net of tax			(1,001)						46,639
Net (Loss) Earnings of the Group			(5,003)						181,454
Net Earnings Attributable to Noncontrolling Interests from Continuing Operations			(6,080)						(3,851)
Net Earnings Attributable to Redeemable Noncontrolling interests			(7,047)						(2,618)
Net (Loss) Earnings Attributable to Jacobs from Continuing Operations			(17,129)						128,346
Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations			—						(3,375)
Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations			(1,001)						43,264
Net (Loss) Earnings Attributable to Jacobs			$	(18,130)					$	171,610
Net Earnings Per Share:
Basic Net (Loss) Earnings from Continuing Operations Per Share			$	(0.10)					$	1.03
Basic Net (Loss) Earnings from Discontinued Operations Per Share			$	(0.01)					$	0.34
Basic (Loss) Earnings Per Share			$	(0.11)					$	1.37
Diluted Net (Loss) Earnings from Continuing Operations Per Share			$	(0.10)					$	1.03
Diluted Net (Loss) Earnings from Discontinued Operations Per Share			$	(0.01)					$	0.34
Diluted (Loss) Earnings Per Share			$	(0.11)					$	1.37

Page 36

Overview – Three Months Ended December 27, 2024

Net loss attributable to the Company from continuing operations for the first fiscal quarter of 2025 was $(17.1) million (or $(0.10) per diluted share), a decrease of $145.5 million, from net earnings of $128.3 million (or $1.03 per diluted share) for the corresponding period last year. Included in the Company’s operating results from continuing operations for the first fiscal quarter of 2025 were $145.2 million in pre-tax fair value losses recorded in miscellaneous (expense) income, net, associated with our investment held in Amentum stock after finalization of the Separation Transaction as well as pre-tax Restructuring and other charges and transaction costs of $16.1 million associated primarily to expenses incurred relating to the Separation Transaction (primarily professional services and employee separation costs), compared to 2024 amounts of $41.4 million, which are discussed in Note 17- Restructuring and Other Charges.

Net loss attributable to the Company from discontinued operations for the first fiscal quarter of 2025 was $(1.0) million (or $(0.01) per diluted share), a decrease of $44.3 million, from net earnings of $43.3 million (or $0.34 per diluted share) for the corresponding period last year. The change year-over-year was primarily driven by prior year operating results of the SpinCo Business which were divested and therefore are no longer in Company's financial results in fiscal year 2025. See note 15- Discontinued Operations.

Consolidated Results of Operations

Revenues for the first fiscal quarter of 2025 were $2.93 billion, an increase of $122.7 million, or 4.4%, from $2.81 billion for the corresponding period last year. Revenue increases for the quarterly year over year period were due mainly to the Company's I&AF business, as well as slightly higher revenues year over year in our PA Consulting business. The I&AF business benefited primarily from stronger performance in its Americas, Energy & Power and Asia Pacific and Middle East business operations. Our revenues were favorably impacted by foreign currency translation of $16.4 million for the first fiscal quarter of 2025 across our international businesses, as compared to a favorable impact of $37.6 million for the first fiscal quarter of 2024, respectively.

Gross profit for the first fiscal quarter of 2025 was $721.3 million, an increase of $56.5 million, or 8.5%, from $664.7 million from the corresponding period last year, with gross profit margins of 24.6% and 23.7% for the respective periods. The Company's increase in gross profit was mainly attributable to higher revenues as mentioned above, with favorable margin impacts from year over year mix as well as personnel cost impacts.

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

Selling, general & administrative ("SG&A") expenses for the first fiscal quarter of 2025 were $512.8 million compared to $522.7 million for the corresponding period last year, representing a decrease of $9.9 million or 1.9%. Lower SG&A expenses as compared to the corresponding period last year was due primarily to decrease of $22.2 million in Restructuring and other charges costs associated with the Separation Transaction. This decrease in SG&A expenses was partly offset by increases in expenses associated with the Transition Services Agreement (the "TSA") with Amentum, incentives and other department spend. Lastly, SG&A expenses were impacted by unfavorable foreign exchange impacts of $3.2 million for the first fiscal quarter of 2025 as compared to unfavorable impacts of $3.6 million for the first fiscal quarter of 2024.

Net interest expense for the first fiscal quarter of 2025 was $25.2 million, a decrease of $10.7 million from $35.8 million or 29.8%, for the corresponding period last year. The decrease in net interest expense for the first fiscal quarter of 2025 was due primarily to the Company's higher levels of cash and lower overall levels of outstanding debt compared to the last fiscal year compared to the comparative periods.

Miscellaneous (expense) net for the first fiscal quarter of 2025 was $(130.1) million in comparison to $(3.0) million for the corresponding period last year. The unfavorable comparisons to the corresponding period last year were due primarily to a $145.2 million loss associated with mark-to-market losses associated with our investment in Amentum stock in connection with the Separation Transaction, offset in part by $11.4 million in TSA-related income associated with the Separation Transaction as discussed in Note 15- Discontinued Operations.

Page 37

The Company’s effective tax rates from continuing operations for the three months ended December 27, 2024 and December 29, 2023 were 107.5% and (30.6)%, respectively. The most significant items contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0% and the Company's effective tax rate for the three-month period ended December 27, 2024 was due to $37.0 million in unfavorable tax impacts associated with the non-deductibility of losses from our investment in Amentum stock, as well as U.S. state income tax expense of $5.4 million and U.S. tax on foreign earnings of $4.9 million. The U.S state income tax and U.S. tax on foreign earnings are expected to have a continuing impact on the Company's effective tax rate for the remainder of the fiscal year.

The most significant item contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0% and the Company's effective tax rate for the three-month period ended December 29, 2023 was related to the election to treat an Australian subsidiary as a corporation versus a partnership for U.S. tax purposes, which resulted in the derecognition of a deferred tax liability and yielded a discrete income tax benefit of $61.6 million as the Company asserted that a component of the investment will be indefinitely reinvested.

In December 2021, the Organization for Economic Cooperation and Development ("OECD") released the Pillar Two Model Rules (also referred to as the global minimum tax or Global Anti-Base Erosion "GloBE" rules), which were designed to ensure large multinational enterprises pay a minimum 15 percent level of tax on the income arising in each jurisdiction in which they operate. Several jurisdictions in which we operate have enacted these rules, which are effective for the first quarter of the fiscal year ending September 26, 2025. The Company is continually monitoring developments and evaluating the potential impacts. At this time, implementation of these rules has not generated a material impact on consolidated income taxes.

The amount of income taxes the Company pays is subject to ongoing audits by tax jurisdictions around the world. In the normal course of business, the Company is subject to examination by tax authorities throughout the world, including such major jurisdictions as Australia, Canada, India, the Netherlands, the United Kingdom and the United States. Our estimate of the potential outcome of any uncertain tax issue is subject to our assessment of the relevant risks, facts, and circumstances existing at the time. The Company believes that it has adequately provided for reasonably foreseeable outcomes related to these matters. However, future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, which may impact our effective tax rate.

Net earnings attributable to noncontrolling interests including redeemable noncontrolling interests for the first fiscal quarter of 2025 were $13.1 million and $6.5 million for the corresponding period last year. The year over year increase was primarily due to changes in net earnings results in our PA Consulting investment compared to the prior year period.

Restructuring and Other Charges

During fiscal 2023, the Company implemented restructuring initiatives relating to the Separation Transaction. The Company incurred approximately $0.7 million during the first fiscal quarter of 2025 and $42.0 million and $17.5 million in fiscal 2024 and fiscal 2023, respectively, in pre-tax cash charges in connection with these initiatives. These actions, which are expected to be substantially completed before the end of fiscal 2025, are expected to result in estimated gross annualized pre-tax cash savings of approximately $120 million to $147 million. We will likely incur additional charges under this program through fiscal 2025, which are expected to result in additional savings in future periods.

During third quarter fiscal 2023, the Company approved a plan to improve business processes and cost structures of our PA Consulting investment by reorganizing senior management and reducing headcount. In connection with these initiatives, which are substantially completed, the Company incurred approximately $6.4 million and $14.3 million in fiscal 2024 and fiscal 2023, respectively, in pre-tax cash charges. These activities are expected to result in estimated gross annualized pre-tax cash savings of approximately $50 million to $65 million.

Refer to Note 17– Restructuring and Other Charges for further information regarding restructuring and integration initiatives.

Page 38

Segment Financial Information

The following tables provide selected financial information for our operating segments and includes a reconciliation of segment operating profit to total U.S. GAAP operating profit from continuing operations by including certain corporate-level expenses, Restructuring and other charges and transaction and integration costs (in thousands).

			Three Months Ended
			December 27, 2024						December 29, 2023
Revenues from External Customers:
Infrastructure & Advanced Facilities			$	2,626,208					$	2,504,226
PA Consulting			306,748						306,001
Total			$	2,932,956					$	2,810,227

			Three Months Ended
			December 27, 2024						December 29, 2023
Segment Operating Profit:
Infrastructure & Advanced Facilities (1)			$	157,776					$	128,892
PA Consulting			66,738						54,455
Total Segment Operating Profit			224,514						183,347
Restructuring, Transaction and Other Charges (2)			(16,096)						(41,347)
Total U.S. GAAP Operating Profit			208,418						142,000
Total Other (Expense) Income, net (3)			(155,271)						(38,795)
Earnings Before Taxes from Continuing Operations			$	53,147					$	103,205

(1)			Segment operating profit for Infrastructure & Advanced Facilities includes consolidated intangibles amortization of $38.7 million and $36.9 million and other corporate transaction related costs for the three months ended December 27, 2024 and December 29, 2023, respectively. Excluding these amounts, operating profit for the segment was $210.3 million and $167.4 million, respectively.
(2)			The three months ended December 27, 2024 and December 29, 2023 included $15.0 million and $37.1 million, respectively, of restructuring and other charges mainly relating to the Separation Transaction (primarily professional services and employee separation costs).
(3)			The three months ended December 27, 2024 included $145.2 million in mark-to-market losses associated with our investment in Amentum stock in connection with the Separation Transaction.

Page 39

Infrastructure & Advanced Facilities

			Three Months Ended
(in thousands)			December 27, 2024						December 29, 2023
Revenue			$	2,626,208					$	2,504,226
Operating Profit			$	157,776					$	128,892

Revenues for the I&AF segment for the first fiscal quarter of 2025 was $2.63 billion, an increase of $122.0 million, or 4.9%, from reported amount of $2.50 billion for the corresponding period last year. The increase in revenue for the first fiscal quarter of 2025 was driven by net revenue growth across all sectors, particularly in water, life sciences, transportation and energy. Foreign currency translation had approximately $6.9 million in favorable impacts on revenues for the three months ended first fiscal quarter of 2025, as compared to $20.9 million in favorable impacts in the corresponding prior year period.
Operating profit for the I&AF segment for the first fiscal quarter of 2025 was $157.8 million, an increase of $28.9 million, or 22.4%, from $128.9 million for the corresponding period last year. The increase in the three month period is a result of higher year over year segment revenues mentioned above as well as a one-time negative impact from changes in employee benefits programs in prior year period. Foreign currency translation had approximately $0.7 million in favorable impact on operating profit for the first fiscal quarter of 2025, as compared to $5.0 million in favorable impacts in the corresponding prior year period.

PA Consulting

			Three Months Ended
(in thousands)			December 27, 2024						December 29, 2023
Revenue			$	306,748					$	306,001
Operating Profit			$	66,738					$	54,455

Revenues for the PA Consulting segment for the first fiscal quarter of 2025 were $306.7 million, an increase of $0.7 million, or 0.2% from $306.0 million in the corresponding period last year. The three month increase is primarily due to foreign currency translation which had an approximately $9.5 million in favorable impacts on revenues for the first fiscal quarter of 2025, as compared to $16.7 million in favorable impacts in the corresponding prior year period, offset by lower performance in public sector work compared to the prior year.
Operating profit for the segment for the first fiscal quarter of 2025 was $66.7 million, an increase of $12.3 million, or 22.6% from $54.5 million in the corresponding period last year. The year over year improvement in the quarter is mainly attributable to favorable impacts from cost reduction programs implemented in the prior year.

Backlog Information

Backlog represents revenue we expect to realize for work to be completed by our consolidated subsidiaries and our proportionate share of work to be performed by unconsolidated joint ventures. Because of variations in the nature, size, expected duration, funding commitments, and the scope of services required by our contracts, the amount and timing of when backlog will be recognized as revenues includes significant estimates and can vary greatly between individual contracts.

Consistent with industry practice, substantially all of our contracts are subject to cancellation or termination at the option of the client, including our U.S. government work. While management uses all information available to determine backlog, at any given time our backlog is subject to changes in the scope of services to be provided as well as increases or decreases in costs relating to the contracts included therein. Backlog is not necessarily an indicator of future revenues.

Because certain contracts (e.g., contracts relating to large engineering, procurement & construction projects as well as national government programs) can cause large increases to backlog in the fiscal period in which we recognize the

Page 40

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

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

			December 27, 2024						December 29, 2023
Infrastructure & Advanced Facilities			$	21,484					$	18,031
PA Consulting			331						317
Total			$	21,815					$	18,348

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

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

Liquidity and Capital Resources

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

Cash and cash equivalents at December 27, 2024 were $1.30 billion, representing an increase of $154.9 million from $1.14 billion at September 27, 2024, the reasons for which are described below. The following table presents selected consolidated cash flow information of the Company for the respective periods shown below (including discontinued operations of our separated SpinCo businesses, see Note 15 - Discontinued Operations for more information):

Page 41

			For the Three Months Ended
(In thousands)			December 27, 2024						December 29, 2023
Net cash provided by operating activities			$	107,456					$	418,361
Cash Flows from Investing Activities:
Additions to property and equipment			(10,333)						(17,306)
Disposals of property and equipment and other assets			1,481						43
Capital contributions to equity investees, net of return of capital distributions			932						1,266
Net cash used for investing activities			(7,920)						(15,997)
Cash Flows from Financing Activities:
Proceeds from long-term borrowings			589,000						540,401
Repayments of long-term borrowings			(221,000)						(567,752)
Repayments of short-term borrowings			(5,345)						(6,262)
Debt issuance costs			—						(1,606)
Proceeds from issuances of common stock			7,984						11,355
Common stock repurchases			(201,626)						(100,016)
Taxes paid on vested restricted stock			(14,404)						(22,387)
Cash dividends to shareholders			(36,481)						(33,366)
Net dividends associated with noncontrolling interests			(2,245)						(4,708)
Repurchase of redeemable noncontrolling interests			(3,729)						(24,360)
Net cash provided by (used for) financing activities			112,154						(208,701)
Effect of Exchange Rate Changes			(58,180)						34,148
Net Increase in Cash and Cash Equivalents and Restricted Cash			153,510						227,811
Cash and Cash Equivalents, including Restricted Cash, at the Beginning of the Period			1,146,931						929,445
Cash and Cash Equivalents, including Restricted Cash, at the End of the Period			$	1,300,441					$	1,157,256
Less Cash and Cash Equivalents included in Assets held for spin			$	—					$	(215,622)
Cash and Cash Equivalents, including Restricted Cash of Continuing Operations at the End of the Period			$	1,300,441					$	941,634

Our net cash flow provided by operations for the first fiscal quarter of 2025 was $107.5 million. For the first fiscal quarter of 2024, cash from operations was $418.4 million (inclusive of discontinued operations) and $307.1 million from continuing operations. The decline on a continuing operations basis was largely due to higher uses of cash from increases in net working capital, namely Accounts Receivables as well as increases in cash income tax payments of $48.0 million within accrued liabilities. These decreases were offset in part by higher net earnings from continuing operations after adjustments for non-cash reconciling items, mainly losses on investment securities.

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

Our net cash provided by financing activities of $112.2 million for the first fiscal quarter of 2025 is driven by net proceeds from borrowings of $362.7 million, partly offset by share repurchases of $201.6 million, $36.5 million in dividends to shareholders, and $14.4 million in taxes paid on vested restricted stock. Cash used for financing activities in the corresponding prior year period was $208.7 million, due primarily to share repurchases of $100.0 million, net repayments from borrowings of $33.6 million, $33.4 million in dividends to shareholders, and $24.4 million in net PA Consulting related redeemable noncontrolling interests purchase and issuance activity.

At December 27, 2024, the Company had approximately $229.7 million in cash and cash equivalents held in the U.S. and $1,070.0 million held outside of the U.S. (primarily in the U.K., the Eurozone, Australia, India, Canada, and the Middle East region). Other than the tax cost of repatriating funds to the U.S., there are no material impediments to repatriating these funds to the U.S.

The Company had $283.3 million in letters of credit outstanding at December 27, 2024. Of this amount, $0.5 million was issued under the Revolving Credit Facility and $282.8 million was issued under separate, committed and uncommitted letter-of-credit facilities.

Page 42

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

Under the Separation Transaction, Jacobs and its shareholders will own up to 63% of AMTM stock upon consummation of the transaction, the exact amount of which continues to be subject to final settlement based on the achievement of certain fiscal year 2024 operating profit targets. Jacobs is also expected to realize additional value after closing through the disposition of its retained equity stake in the combined company within 12 months of the transaction closing date, but there can be no assurance regarding the ultimate timing of such divestiture. The Company cannot predict the trading price of shares of Amentum’s common stock and the market value of the Amentum shares are subject to market volatility and other factors outside of our control. Unanticipated developments could delay, prevent or otherwise adversely affect the divestiture, including but not limited to financial market conditions.

On February 6, 2023, the Company refinanced its Revolving Credit Facility and 2021 Term Loan Facility, and on February 16, 2023, the Company issued the 5.90% Bonds in the aggregate principal amount of $500.0 million. On August 18, 2023, the Company issued the 6.35% Bonds in the aggregate principal amount of $600.0 million. See Note 12 - Borrowings for further discussion relating to the terms of the 5.90% Bonds, the 6.35% Bonds, the Revolving Credit Facility and 2021 Term Loan Facility following the issuances and refinancing.

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

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

Page 43

Supplemental Obligor Group Financial Information

On February 16, 2023, Jacobs Engineering Group Inc., a wholly-owned subsidiary of Jacobs Solutions Inc. (together, the "Obligor Group"), completed an offering of $500 million aggregate principal amount of 5.90% Bonds, due 2033 and on August 18, 2023, completed an offering of $600 million aggregate principal amount of 6.35% Bonds, due 2028 (collectively the “Bonds”). The Bonds are fully and unconditionally guaranteed by the Company (the “Guarantees”). The Bonds and the respective Guarantees were offered pursuant to prospectus supplements, dated February 13, 2023 and August 15, 2023, respectively, to the prospectus dated February 6, 2023, that forms a part of the Company and JEGI’s automatic shelf registration statement on Form S-3ASR (File Nos. 333-269605 and 333-269605-01) previously filed with the SEC.

In accordance with SEC Regulation S-X Rule 13-01, set forth below is the summarized financial information for the Obligor Group on a combined basis after elimination of (i) intercompany transactions and balances between Jacobs and JEGI and (ii) equity in the earnings from and investments in all other subsidiaries of the Company that do not guarantee the registered securities of either Jacobs or JEG. This summarized financial information (in thousands) has been prepared and presented pursuant to Regulation S-X Rule 13-01, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities” and is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S. GAAP.

			Three Months Ended
(in thousands)			December 27, 2024
Summarized Statement of Earnings Data
Revenue			$	986,628
Direct Costs			$	818,331
Selling, General and Administrative Expenses			$	109,068
Net loss attributable to Guarantor Subsidiaries from continuing operations			$	(68,444)
Noncontrolling interests			$	(1,215)

(in thousands)			December 27, 2024						September 27, 2024
Summarized Balance Sheet Data
Current assets, less receivables from Non-Guarantor Subsidiaries			$	1,736,272					$	1,733,836
Current receivables from Non-Guarantor Subsidiaries			$	974,627					$	573,631
Noncurrent assets, less noncurrent receivables from Non-Guarantor Subsidiaries			$	515,231					$	503,444
Noncurrent receivables from Non-Guarantor Subsidiaries			$	541,499					$	615,986
Current liabilities			$	1,742,651					$	1,568,187
Current liabilities to Non-Guarantor Subsidiaries			$	—					$	—
Long-term Debt			$	1,717,270					$	1,348,594
Other Noncurrent liabilities, less amounts payable to Non-Guarantor Subsidiaries			$	237,132					$	237,025
Noncurrent liabilities to Non-Guarantor Subsidiaries			$	1,031,752					$	1,051,899
Noncontrolling interests			$	2,515					$	937
Accumulated deficit			$	(963,692)					$	(779,745)

Page 44

We do not enter into derivative financial instruments for trading, speculation or other similar purposes that would expose the Company to market risk. In the normal course of business, our results of operations are exposed to risks associated with fluctuations in interest rates and currency exchange rates.

Interest Rate Risk

Please see the Note 12- Borrowings in Notes to Consolidated Financial Statements appearing under Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference, for a discussion of the Revolving Credit Facility, 2021 Term Loan Facility and Note Purchase Agreement.

Our Revolving Credit Facility, 2021 Term Loan Facility and certain other debt obligations are subject to variable rate interest which could be adversely affected by an increase in interest rates. As of December 27, 2024, we had an aggregate of $1.45 billion in outstanding borrowings under our Revolving Credit Facility and 2021 Term Loan Facility. Interest on amounts borrowed under these agreements is subject to adjustment based on the Company’s Consolidated Leverage Ratio (as defined in the credit agreements governing the Revolving Credit Facility and the 2021 Term Loan Facility). Depending on the Company’s Consolidated Leverage Ratio, borrowings denominated in U.S. dollars under the Revolving Credit Facility and the 2021 Term Loan Facility bear interest at a SOFR rate plus a margin of between 0.975% and 1.725% or a base rate plus a margin of between 0.0% and 0.625% including applicable margins while borrowings denominated in British pounds under these respective facilities bear interest at an adjusted SONIA rate plus a margin of between 0.908% and 1.658%. Additionally, our Revolving Credit Facility, 2021 Term Loan Facility and our 5.90% Bonds have interest rates subject to potential increases relating to certain ESG metrics as stipulated in the related agreements and as discussed in Note 12- Borrowings.

However, as discussed in Note 18- Commitments and Contingencies and Derivative Financial Instruments, we are party to a swap agreement with a notional value of $200.0 million to convert the variable rate interest based liabilities associated with a corresponding amount of our debt into fixed interest rate liabilities, leaving $1.25 billion in principal amount subject to variable interest rate risk. Additionally, during fiscal 2022, we entered into two treasury lock arrangements with an aggregate notional value of $500.0 million, which were settled in the second quarter fiscal 2023, and are disclosed in further detail in Note 18- Commitments and Contingencies and Derivative Financial Instruments.

For the three months ended December 27, 2024, our weighted average borrowings that are subject to floating rate exposure were approximately $0.96 billion. If floating interest rates had increased by 1.00%, our interest expense for the three months ended December 27, 2024 would have increased by approximately $9.6 million.

Foreign Currency Risk

In situations where the Company incurs costs in currencies other than our functional currency, we sometimes enter into foreign exchange contracts to limit our exposure to fluctuating foreign currencies. We follow the provisions of ASC 815, Derivatives and Hedging in accounting for our derivative contracts. The Company has $693.4 million in notional value of exchange rate sensitive instruments at December 27, 2024. See Note 18- Commitments and Contingencies and Derivative Financial Instruments for discussion.

Page 45

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of its Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of the Company’s disclosure controls and procedures as defined by Rule 13a-15(e) of the Exchange Act defined above, as of December 27, 2024, the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). Based on that evaluation, the Company’s management, with the participation of the Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) concluded that the Company’s disclosure controls and procedures, as of the Evaluation Date, were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting which were identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act during the quarter ended December 27, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Page 46

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The information required by this Item 1 is included in the Note 18- Commitments and Contingencies and Derivative Financial Instruments included in the Notes to Consolidated Financial Statements appearing under Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Please refer to Item 1A- Risk Factors in our 2024 Form 10-K, which is incorporated herein by reference, for a discussion of some of the factors that have affected our business, financial condition, and results of operations in the past and which could affect us in the future. There have been no material changes to those risk factors. Before making an investment decision with respect to our common stock, you should carefully consider those risk factors, as well as the financial and business disclosures contained in this Quarterly Report on Form 10-Q and our other current and periodic reports filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no sales of unregistered securities during the first fiscal quarter of 2025.

Share Repurchases

On January 25, 2023, the Company's Board of Directors authorized a share repurchase program of up to $1.0 billion of the Company's stock, to expire on January 25, 2026 (the "2023 Repurchase Authorization"). A summary of repurchases of the Company’s common stock made during the first quarter of fiscal 2025 under the 2023 Share Repurchase Authorization follows:

Period						Total Number of Shares Purchased						Average Price Per Share (1)						Total Number of Shares Purchased under the 2023 Repurchase Authorization						Approximate Dollar Value of Shares that May Yet Be Purchased Under the 2023 Repurchase Authorization
September 28, 2024 - October 25, 2024						65,671						$141.31						65,671						$463,134,855
October 26, 2024 - November 22, 2024						170,266						$140.59						170,266						$439,197,414
November 23, 2024 - December 27, 2024						1,219,902						$138.05						1,219,902						$270,788,109
Total						1,455,839												1,455,839

(1)Includes commissions paid and excise tax due under the Inflation Reduction Act of 2022 and calculated at the average price per share.

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"). No repurchase activity has taken place under the 2025 Share Repurchase Authorization to date.

Our share repurchase program does not obligate the Company to purchase any shares. Share repurchases may be executed through various means including, without limitation, accelerated share repurchases, open market transactions, privately negotiated transactions, purchases pursuant to Rule 10b5-1 plans or otherwise. The authorization for the share repurchase programs may be terminated, increased or decreased by the Company’s Board of Directors in its discretion at any time. The timing, amount and manner of share repurchases may depend upon market conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, currency fluctuations, the market price of the Company's common stock, other uses of capital and other factors.

Page 47

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosure.

None.

During the period covered by this Quarterly Report on Form 10-Q, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

Page 48

2.1			Agreement and Plan of Merger, dated November 20, 2023, by and among Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP. Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K on November 21, 2023 and incorporated herein by reference.
2.2			Amendment to Agreement and Plan of Merger, dated August 26, 2024, by and among Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP. Filed as Exhibit 2,5 to the Registrant’s fiscal 2024 Annual Report on Form 10-K and incorporated herein by reference.
3.1			Restated Certificate of Incorporation of Jacobs Solutions Inc, Filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K on February 3, 2025 and incorporated herein by reference.
3.2			Amended and Restated Bylaws of Jacobs Solutions Inc., dated as of January 29, 2025. Filed as Exhibit 3.3 to the Registrant’s Current Report on Form 8-K on February 3, 2025 and incorporated herein by reference.
10.1#*			Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share (ELT)) (awarded pursuant to Jacobs' Stock Incentive Plan).
10.2#*			Form of Restricted Stock Unit Agreement (Performance Shares – ROIC (ELT)) (awarded pursuant to Jacobs' Stock Incentive Plan).
10.3#*			Offer Letter by and between Jacobs Engineering Group Inc. and Venkatesh Nathamuni, dated as of May 12, 2024.
22.1			Subsidiary Issuers of Guaranteed Securities. Filed as Exhibit 22.1 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2024 and incorporated herein by reference.
31.1*			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2*			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1*			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101			The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 27, 2024, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Earnings, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104			The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 27, 2024, (formatted as Inline XBRL and contained in Exhibit 101).

• Filed herewith

Management contract or compensatory plan or arrangement

Page 49

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

JACOBS SOLUTIONS INC.

By:			/s/ Venk Nathamuni
			Venk Nathamuni
			Chief Financial Officer
			(Principal Financial Officer)
Date:			February 4, 2025

Page 50