Item 1. Financial Statements.

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Item 1. Financial Statements.

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.

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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	$	(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

See the accompanying Notes to Consolidated Financial Statements - Unaudited.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

(In thousands)

(Unaudited)


	For the Three Months Ended
	December 27, 2024		December 29, 2023
Net (Loss) Earnings of the Group	$	(5,003)	$	181,454
Other Comprehensive Income:
Foreign currency translation adjustment	(160,148)		108,048
Change in cash flow hedges	5,821		(27,666)
Change in pension plan liabilities	24,176		(10,753)
Other comprehensive (loss) income before taxes	(130,151)		69,629
Income Tax (Expense) Benefit:

Cash flow hedges	(1,484)		7,196
Change in pension plan liabilities	(1,132)		(462)
Income Tax (Expense) Benefit:	(2,616)		6,734
Net other comprehensive (loss) income	(132,767)		76,363
Net Comprehensive (Loss) Income of the Group	(137,770)		257,817
Net Earnings Attributable to Noncontrolling Interests	(6,080)		(7,226)
Net Earnings Attributable to Redeemable Noncontrolling interests	(7,047)		(2,618)
Net Comprehensive (Loss) Income Attributable to Jacobs	$	(150,897)	$	247,973

See the accompanying Notes to Consolidated Financial Statements - Unaudited.

Page 8

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

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

(In thousands)

(Unaudited)


	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Jacobs Stockholders’ Equity		Noncontrolling Interests		Total Group Stockholders’ Equity
Balances at September 29, 2023	$	125,977	$	2,735,325	$	4,542,872	$	(857,954)	$	6,546,220	$	53,862	$	6,600,082
Net earnings	—		—		171,610		—		171,610		7,226		178,836
Foreign currency translation adjustments, net of deferred taxes of $0	—		—		—		108,048		108,048		—		108,048
Pension plan liability, net of deferred taxes of $462	—		—		—		(11,215)		(11,215)		—		(11,215)
Change in cash flow hedges, net of deferred taxes of $(7,196)	—		—		—		(20,470)		(20,470)		—		(20,470)
Dividends	—		—		(361)		—		(361)		—		(361)
Redeemable Noncontrolling interests redemption value adjustment	—		—		(25,718)		—		(25,718)		—		(25,718)
Repurchase and issuance of redeemable noncontrolling interests	—		—		1,898		—		1,898		—		1,898
Noncontrolling interests - distributions and other	—		—		—		—		—		(4,512)		(4,512)
Stock based compensation	—		19,310		—		—		19,310		—		19,310
Issuances of equity securities including shares withheld for taxes	411		(8,093)		(3,350)		—		(11,032)		—		(11,032)
Repurchases of equity securities	(789)		(17,126)		(82,101)		—		(100,016)		—		(100,016)
Balances at December 29, 2023	$	125,599	$	2,729,416	$	4,604,850	$	(781,591)	$	6,678,274	$	56,576	$	6,734,850

Balances at September 27, 2024	$	124,084	$	2,758,064	$	2,366,769	$	(699,450)	$	4,549,467	$	17,836	$	4,567,303
Net (loss) earnings	—		—		(18,130)		—		(18,130)		6,080		(12,050)
Foreign currency translation adjustments net of deferred taxes of $0	—		—		—		(160,148)		(160,148)		—		(160,148)
Pension plan liability, net of deferred taxes of $1,132	—		—		—		23,044		23,044		—		23,044
Change in cash flow hedges, net of deferred taxes of $1,484	—		—		—		4,337		4,337		—		4,337
Dividends	—		—		(261)		—		(261)		—		(261)
Redeemable Noncontrolling interests redemption value adjustment	—		—		54		—		54		—		54
Repurchase and issuance of redeemable noncontrolling interests	—		—		983		—		983		—		983
Noncontrolling interests - distributions and other	—		—		—		—		—		(2,309)		(2,309)
Distribution of SpinCo Business	—		—		1,000		—		1,000		—		1,000
Stock based compensation	—		13,059		—		—		13,059		—		13,059
Issuances of equity securities including shares withheld for taxes	284		(3,609)		(3,095)		—		(6,420)		—		(6,420)
Repurchases of equity securities	(1,456)		(32,359)		(167,811)		—		(201,626)		—		(201,626)
Balances at December 27, 2024	$	122,912	$	2,735,155	$	2,179,509	$	(832,217)	$	4,205,359	$	21,607	$	4,226,966

See the accompanying Notes to Consolidated Financial Statements – Unaudited.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

(In thousands)

(Unaudited)


	For the Three Months Ended
	December 27, 2024		December 29, 2023
Cash Flows from Operating Activities:
Net (loss) earnings attributable to the Group	$	(5,003)	$	181,454
Adjustments to reconcile net (loss) earnings to net cash flows provided by operations:
Depreciation and amortization:
Property, equipment and improvements	20,922		25,169
Intangible assets	38,661		51,119

Loss on investment in equity securities	145,215		—
Stock based compensation	13,059		19,310
Equity in earnings of operating ventures, net of return on capital distributions	(2,236)		1,870
(Gain) loss on disposals of assets, net	(622)		608



Deferred income taxes	20,253		(58,239)
Changes in assets and liabilities:
Receivables and contract assets, net of contract liabilities	(57,753)		102,705
Prepaid expenses and other current assets	9,617		50,216
Miscellaneous other assets	17,243		28,385
Accounts payable	(37,225)		(35,843)
Accrued liabilities	(31,398)		37,584
Other deferred liabilities	1,863		(1,665)
Other, net	(25,140)		15,688
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

See the accompanying Notes to Consolidated Financial Statements – Unaudited.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

**1.**Basis of Presentation

Unless the context otherwise requires:

References herein to “Jacobs” are to Jacobs Solutions Inc. and its predecessors;
References herein to the “Company”, “we”, “us” or “our” are to Jacobs Solutions Inc. and its consolidated subsidiaries; and
References herein to the “Group” are to the combined economic interests and activities of the Company and the persons and entities holding noncontrolling interests in our consolidated subsidiaries.

On August 29, 2022, Jacobs Engineering Group Inc. ("JEGI"), the predecessor to Jacobs Solutions Inc., implemented a holding company structure, which resulted in Jacobs Solutions Inc. becoming the parent company of, and successor issuer to, JEGI (the "Holding Company Reorganization"). For purposes of this report, references to Jacobs and the "Company", "we", "us" or "our" or our management or business at any point prior to the Holding Company Implementation Date refer to JEGI, or JEGI and its consolidated subsidiaries as the predecessor to Jacobs Solutions Inc.

The accompanying consolidated financial statements and financial information included herein have been prepared pursuant to the interim period reporting requirements of Form 10-Q. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted. Readers of this Quarterly Report on Form 10-Q should also read our consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 27, 2024 (“2024 Form 10-K”).

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of our consolidated financial statements as of December 27, 2024, and for the three months ended December 27, 2024.

Our interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year.

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

As a result of the Separation, substantially all SpinCo Business-related assets and liabilities have been separated and distributed (the "Disposal Group"). The Company determined that the Disposal Group should be reported as discontinued operations in accordance with ASC 205-20, Discontinued Operations because their disposal represents a strategic shift that had a major effect on the Company's operations and financial results. As such, the financial results of the SpinCo Business are reflected in the Company's Consolidated Statements of Earnings as well as relevant disclosures as discontinued operations for all periods presented. See Note 15- Discontinued Operations for more information.

2. Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires us to employ estimates and make assumptions that affect the reported amounts of certain assets and liabilities; the revenues and expenses reported for the periods covered by the financial statements; and certain amounts disclosed in these Notes to the Consolidated Financial Statements. Although such estimates and assumptions are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available and past experience, actual results

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

could differ significantly from those estimates and assumptions. Our estimates, judgments and assumptions are evaluated periodically and adjusted accordingly.

Please refer to Note 2- Significant Accounting Policies of Notes to Consolidated Financial Statements included in our 2024 Form 10-K for a discussion of other significant estimates and assumptions affecting our consolidated financial statements.

3. Fair Value and Fair Value Measurements

Certain amounts included in the accompanying consolidated financial statements are presented at fair value. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the date fair value is determined (the “measurement date”). When determining fair value, we consider the principal or most advantageous market in which we would transact, and we consider only those assumptions we believe a typical market participant would consider when pricing an asset or liability. In measuring fair value, we use the following inputs in the order of priority indicated:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than quoted prices in active markets included in Level 1, such as (i) quoted prices for similar assets or liabilities; (ii) quoted prices in markets that have insufficient volume or infrequent transactions (e.g., less active markets); and (iii) model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data for substantially the full term of the asset or liability.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the fair value measurement.

Please refer to Note 2- Significant Accounting Policies of Notes to Consolidated Financial Statements included in our 2024 Form 10-K for a more complete discussion of the various items within the consolidated financial statements measured at fair value and the methods used to determine fair value. Please also refer to Note 18- Commitments and Contingencies and Derivative Financial Instruments for discussion regarding the Company's derivative instruments Note 14- Discontinued Operations for discussion regarding the Company's investment in Amentum ordinary shares.

The net carrying amounts of cash and cash equivalents, trade receivables and payables and short-term debt approximate fair value due to the short-term nature of these instruments. See Note 12- Borrowings for a discussion of the fair value of long-term debt.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

4. New Accounting Pronouncements

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 in the first quarter of fiscal 2026. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures and is implementing changes to processes and internal controls to meet the standard’s updated reporting and disclosure requirements.

ASU 2023-07, Segment Reporting, (Topic 280): Improvements to Reportable Segment Disclosures, requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. The amendments in this update also expand the interim segment disclosure requirements. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis. ASU 2023-07 will be effective for the Company's annual fiscal 2025 period. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

ASU 2023-06, Disclosure Improvements: Amendments - Codification Amendments in Response to the Disclosure Update and Simplification Initiative of the Securities and Exchange Commission ("SEC"). The Financial Accounting Standards Board issued the standard to introduce changes to US GAAP that originate in either SEC Regulation S-X or S-K, which are rules about the form and content of financial reports filed with the SEC. The provisions of the standard are contingent upon instances where the SEC removes the related disclosure provisions from Regulation S-X and S-K. ASU 2023-06 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. ASU 2023-06 will be effective for the Company in the fourth quarter of fiscal 2026. The Company does not expect that the application of this standard will have a material impact on our consolidated financial statements and related disclosures.

5. Revenue Accounting for Contracts

Disaggregation of Revenues

Our revenues are principally derived from contracts to provide a diverse range of technical, professional, and construction services to a large number of industrial, commercial, and governmental clients. We provide a broad range of engineering, design, and architectural services; construction and construction management services; operations and maintenance services; and technical, digital, process, scientific and systems consulting services. We provide our services through offices and subsidiaries located primarily in North America, Europe, the Middle East, India, Australia, Africa, and Asia. We provide our services under cost-reimbursable and fixed-price contracts. Our contracts are with many different customers in numerous industries. Refer to Note 19- Segment Information for additional information on how we disaggregate our revenues by reportable segment.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The following table further disaggregates our revenue by geographic area for the three months ended December 27, 2024 and December 29, 2023 (in thousands):


	Three Months Ended
	December 27, 2024		December 29, 2023
Revenues:
United States	$	1,812,830	$	1,734,649
Europe	712,567		675,535
Canada	58,972		63,138
Asia	33,369		30,610
India	36,935		35,743
Australia and New Zealand	140,032		140,321
Middle East and Africa	138,251		130,231
Total	$	2,932,956	$	2,810,227

Contract Liabilities

Contract liabilities represent amounts billed to clients in excess of revenue recognized to date. Revenue recognized for the three months ended December 27, 2024 that was previously included in the contract liability balance on September 27, 2024 was $410.7 million. Revenue recognized for the three months ended December 29, 2023 that was included in the contract liability balance on September 29, 2023 was $339.4 million.

Remaining Performance Obligation

The Company’s remaining performance obligations as of December 27, 2024 represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. The Company had approximately $14.6 billion in remaining performance obligations as of December 27, 2024. The Company expects to recognize approximately 49% of its remaining performance obligations into revenue within the next twelve months and the remaining 51% thereafter. The majority of the remaining performance obligations after the first twelve months are expected to be recognized over a four-year period.

Although our remaining performance obligations reflect business volumes that are considered to be firm, normal business activities including scope adjustments, deferrals or cancellations may occur that impact volume or expected timing of their recognition. Remaining performance obligations are adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate.

6. Earnings Per Share and Certain Related Information

Basic and diluted earnings per share (“EPS”) are computed using the two-class method, which is an earnings allocation method that determines EPS for common shares and participating securities. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. Participating securities and common shares have equal rights to undistributed earnings. Net earnings used for the purpose of determining basic and diluted EPS is determined by taking net earnings, less earnings available to participating securities and the preferred redeemable noncontrolling interests redemption value adjustment associated with the PA Consulting transaction.

The following table reconciles the denominator used to compute basic EPS to the denominator used to compute diluted EPS for the three months ended December 27, 2024 and December 29, 2023 (in thousands):

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


	Three Months Ended
	December 27, 2024		December 29, 2023
Numerator for Basic and Diluted EPS:
Net (loss) earnings attributable to Jacobs from continuing operations	$	(17,129)	$	128,346
Preferred Redeemable Noncontrolling interests redemption value adjustment (See Note 16- PA Consulting Redeemable Noncontrolling Interests)	4,568		1,766



Net (loss) earnings from continuing operations allocated to common stock for EPS calculation	$	(12,561)	$	130,112



Net (loss) earnings from discontinued operations allocated to common stock for EPS calculation	$	(1,001)	$	43,264

Net (loss) earnings allocated to common stock for EPS calculation	$	(13,562)	$	173,376

Denominator for Basic and Diluted EPS:



Shares used for calculating basic EPS attributable to common stock	124,055		126,105

Effect of dilutive securities:
Stock compensation plans (1)	—		708
Shares used for calculating diluted EPS attributable to common stock	124,055		126,813

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

Note: Per share amounts may not add due to rounding.

(1)For the three months ended December 27, 2024, because net (loss) earnings from continuing operations was a loss, the effect of antidilutive securities of 576 was excluded from the denominator in calculating diluted EPS.

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, to expire on January 25, 2026 (the "2023 Repurchase Authorization"). At December 27, 2024, the Company had $270.8 million remaining under the 2023 Repurchase Authorization. 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.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The following table summarizes repurchase activity under the 2023 Repurchase Authorization through the first fiscal quarter of 2025:


Amount Authorized (2023 Repurchase Authorization)						Average Price Per Share (1)						Total Shares Repurchased and Retired
$1,000,000,000						$138.50						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.


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.

Dividends

On January 30, 2025, the Company’s Board of Directors declared a quarterly dividend of $0.32 per share of the Company’s common stock to be paid on March 21, 2025, to shareholders of record on the close of business on February 21, 2025. Future dividend declarations are subject to review and approval by the Company’s Board of Directors. Dividends paid through the first fiscal quarter of 2025 and the preceding fiscal year are as follows:


Declaration Date	Record Date	Payment Date	Cash Amount (per share)
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

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

7. Goodwill and Intangibles

The carrying value of goodwill appearing in the accompanying Consolidated Balance Sheets at December 27, 2024 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	(20,125)		(84,700)		(104,825)
Balance December 27, 2024	$	3,342,635	$	1,340,721	$	4,683,356

The following table provides certain information related to the Company’s acquired intangibles in the accompanying Consolidated Balance Sheets at December 27, 2024 and September 27, 2024 (in thousands):


	Customer Relationships, Contracts and Backlog		Developed Technology		Trade Names		Total
Balance September 27, 2024	$	651,894	$	31,515	$	191,485	$	874,894
Amortization	(32,029)		(2,995)		(3,637)		(38,661)


Foreign currency translation and other	(30,198)		(46)		(10,704)		(40,948)
Balance December 27, 2024	$	589,667	$	28,474	$	177,144	$	795,285

The following table presents estimated amortization expense of intangible assets for the remainder of fiscal 2025 and for the succeeding years.


Fiscal Year	(in millions)
2025	$	114.0
2026	133.3
2027	103.5
2028	93.1
2029	93.1
Thereafter	258.3
Total	$	795.3

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

8. Receivables and Contract Assets

The following table presents the components of receivables and contract assets appearing in the accompanying Consolidated Balance Sheets at December 27, 2024 and September 27, 2024, as well as certain other related information (in thousands):


	December 27, 2024		September 27, 2024
Components of receivables and contract assets:
Amounts billed, net	$	1,403,877	$	1,278,980
Unbilled receivables and other	1,099,585		1,132,980
Contract assets	409,051		433,492
Total receivables and contract assets, net	$	2,912,513	$	2,845,452

Amounts billed, net consist of amounts invoiced to clients in accordance with the terms of our client contracts and are shown net of an allowance for expected credit losses. We anticipate that substantially all of such billed amounts will be collected over the next twelve months.

Unbilled receivables and other, which represent an unconditional right to payment subject only to the passage of time, are reclassified to amounts billed when they are billed under the terms of the contract. We anticipate that substantially all of such unbilled amounts will be billed and collected over the next twelve months.

Contract assets represent unbilled amounts where the right to payment is subject to more than merely the passage of time and includes performance-based incentives and services that have been provided in advance of agreed contractual milestones. Contract assets are transferred to unbilled receivables when the right to consideration becomes unconditional and are transferred to amounts billed upon invoicing.

9. Accumulated Other Comprehensive Income

The following table presents the Company's roll forward of accumulated other comprehensive income (loss) after-tax as of December 27, 2024 (in thousands):


	Change in Net Pension Obligation		Foreign Currency Translation Adjustment (1)		Gain/(Loss) on Cash Flow Hedges (2)		Total
Balance at September 27, 2024	$	(370,937)	$	(369,516)	$	41,003	$	(699,450)
Other comprehensive Income (loss)	23,044		(160,148)		6,412		(130,692)
Reclassifications from accumulated other comprehensive loss	—		—		(2,075)		(2,075)
Balance at December 27, 2024	$	(347,893)	$	(529,664)	$	45,340	$	(832,217)

(1) Included in the overall foreign currency translation adjustment for the three months ended December 27, 2024 and December 29, 2023 are $(1.3) million and $(37.7) million, respectively, in unrealized gains (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 and cross currency swaps recorded in accumulated other comprehensive income as of December 27, 2024 were approximately $7.0 million in unrealized gains, net of taxes, which are expected to be realized in earnings during the twelve months subsequent to December 27, 2024.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

10. Income Taxes


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.

11. Joint Ventures, VIEs and Other Investments

For the Company's consolidated variable interest entities ("VIE") joint ventures, the carrying value of assets and liabilities was $172.8 million and $125.0 million, respectively, as of December 27, 2024 and $161.9 million and $122.7 million, respectively, as of September 27, 2024. There are no consolidated VIEs that have debt or credit facilities.

For the Company's proportionate consolidated VIEs, the carrying value of assets and liabilities was $133.2 million and $123.7 million, respectively, as of December 27, 2024, and $138.8 million and $138.0 million, respectively, as of September 27, 2024.

The carrying values of our investments in equity method joint ventures in the Consolidated Balance Sheets (reported in Other Noncurrent Assets: Miscellaneous) as of December 27, 2024 and September 27, 2024 were $36.5 million and $36.6 million, respectively. Additionally, income from equity method joint ventures (reported in Revenue) was $3.7 million and $2.7 million, respectively, during the three months ended December 27, 2024 and December 29, 2023. As of December 27, 2024, the Company's equity method investment carrying values do not include material amounts exceeding their share of the respective joint ventures' reported net assets.

Accounts receivable from unconsolidated joint ventures accounted for under the equity method was $18.0 million and $12.3 million as of December 27, 2024 and September 27, 2024, respectively.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

12. Borrowings

At December 27, 2024 and September 27, 2024, long-term debt consisted of the following (principal amounts in thousands):


	Interest Rate	Maturity	December 27, 2024		September 27, 2024
Revolving Credit Facility	Benchmark + applicable margin (1) (2)	February 2028	$	508,000	$	140,000
2021 Term Loan Facility - USD Portion	Benchmark + applicable margin (1) (3)	February 2026	120,000		120,000
2021 Term Loan Facility - GBP Portion	Benchmark + applicable margin (1) (3)	September 2025	818,545		870,415

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)			(818,545)		(870,415)
Less: Deferred Financing Fees			(10,730)		(11,406)
Total Long-term debt, net			$	1,717,270	$	1,348,594

(1)During the year ended September 27, 2024, the aggregate principal amounts denominated in U.S. dollars under the Revolving Credit Facility and the 2021 Term Loan Facility (each as defined below) transitioned from underlying LIBOR benchmarked rates to the Term Secured Overnight Financing Rate ("SOFR"). During fiscal 2022, the aggregate principal amounts denominated in British pounds under the Revolving Credit Facility, 2021 Term Loan Facility transitioned from underlying LIBOR benchmarked rates to Sterling Overnight Index Average ("SONIA") rates.

(2)Depending on the Company’s Consolidated Leverage Ratio or Debt Rating (each as defined in the Revolving Credit Facility (defined below)), 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%. The applicable SOFR rates, or LIBOR rate for the prior fiscal year end, including applicable margins at December 27, 2024 and September 27, 2024 were approximately 5.61% 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 December 27, 2024.

(3)Depending on the Company’s Consolidated Leverage Ratio or Debt Rating (each as defined in the Amended and Restated Term Loan Agreement (defined below)), U.S. dollar denominated borrowings under the 2021 Term Loan Facility bear interest at either a SOFR rate plus a margin of between 0.975% and 1.725% or a base rate plus a margin of between 0% and 0.625%. The applicable SOFR, or LIBOR rate for the prior fiscal year end, including applicable margins for borrowings denominated in U.S. dollars at December 27, 2024 and September 27, 2024 was approximately 5.80% and 6.52%. Borrowings denominated in British pounds bear interest at an adjusted SONIA rate plus a margin of between 0.908% and 1.658%, which was approximately 5.86% and 6.23% at December 27, 2024 and September 27, 2024, respectively.

(4)From and including September 1, 2028 (the “First Step Up Date”), the interest rate payable on the 5.90% Bonds (as defined below) will be increased by an additional 12.5 basis points to 6.025% per annum (the “First Step Up Interest Rate”) unless the Company notifies the Trustee (as defined below) on or before the date that is 15 days prior to the First Step Up Date that the Percentage of Gender Diversity Performance Target (as defined in the First Supplemental Indenture (as defined below)) has been satisfied and receives a related assurance letter verifying such compliance. From and including September 1, 2030 (the “Second Step Up Date”), the interest rate payable on the 5.90% Bonds will be increased by 12.5 basis points to (x) 6.150% per annum if the First Step Up Interest Rate was in effect immediately prior to the Second Step Up Date or (y) 6.025% per annum if the initial interest rate was in effect immediately prior to the Second Step Up Date, unless the Company notifies the Trustee on or before the date that is 15 days prior to the Second Step Up Date that the GHG Emissions Performance Target (as defined in the First Supplemental Indenture) has been satisfied and receives a related assurance letter verifying such compliance.

(5)Balance as of December 27, 2024 and 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.

We believe the carrying value of the Revolving Credit Facility, the Term Loan Facility and other debt outstanding approximates fair value based on the interest rates and scheduled maturities applicable to the outstanding borrowings. At December 27, 2024, the fair value of the 5.90% Bonds and the 6.35% bonds is estimated to be $503.0 million and $624.2 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.

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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 a sustainability-linked $2.25 billion 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. The 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 Revolving Credit Agreement amended and restated the second amended and restated credit agreement dated March 27, 2019, by and among JEGI and certain of its subsidiaries and a syndicate of banks and financial institutions, in order to, among other things, (a) extend the maturity date of the Revolving Credit Facility to February 6, 2028, (b) replace and adjust interest rates based on market conditions and incorporate a sustainability-linked pricing adjustment, (c) revise the commitment fee on the unused portion of the facility to a range of 0.10% to 0.25% depending on the higher of the pricing level associated with JEGI's Debt Rating or the Consolidated Leverage Ratio, (d) increase the Consolidated Leverage Ratio financial covenant to 3.50:1.00 (subject to temporary increases to 4.00:1.00 following the closing of certain material acquisitions), (e) eliminate the net worth financial covenant and (f) add the Company as a guarantor of the obligations of JEGI and its subsidiaries under the Revolving Credit Agreement.

The Company and JEGI maintain 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. The Amended and Restated Term Loan Agreement amended and restated the term loan agreement dated January 15, 2021, by and among JEGI and a syndicate of U.S. banks and financial institutions to, among other things: (a) extend the maturity date of the U.S. dollar term loan to February 6, 2026 and the British sterling term loan to September 1, 2025, (b) replace and adjust interest rates based on market conditions and incorporate a sustainability-linked pricing adjustment, (c) increase the Consolidated Leverage Ratio financial covenant to 3.50:1.00 (subject to temporary increases to 4.00:1.00 following the closing of certain material acquisitions), (d) eliminate the net worth financial covenant, and (e) add Jacobs as a guarantor of the obligations of JEGI under the Amended and Restated Term Loan Agreement.

During the fourth quarter of fiscal 2023, the Company repaid $80.0 million of the USD portion of the 2021 Term Loan Facility.

In the fourth quarter of fiscal 2022, the Revolving Credit Facility and 2021 Term Loan Facility were amended to permit the Holding Company Reorganization.

On December 20, 2023, the Revolving Credit Facility and 2021 Term Loan Facility were amended to adjust the point in time at which certain compliance thresholds are tested in connection with the Separation Transaction.

On April 10, 2024, the 2021 Term Loan Facility was amended to permit the potential exchange of Jacobs' retained equity stake in the combined company after the Separation Transaction for the effective repayment of a portion of the Term Loan Facility.

We were in compliance with the covenants under the Revolving Credit Facility and 2021 Term Loan Facility at December 27, 2024.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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% Bonds Guarantee”). The 5.90% Bonds and the 5.90% Bonds Guarantee were offered pursuant to a prospectus supplement, dated February 13, 2023, to the prospectus dated February 6, 2023, that forms a part of the Company's and JEGI’s automatic shelf registration statement on Form S-3ASR previously filed with the SEC, and were issued pursuant to an Indenture, dated as of February 16, 2023, between JEGI, as issuer, the Company, as guarantor, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of February 16, 2023 (the “First Supplemental Indenture”). Interest on the 5.90% Bonds is payable semi-annually in arrears on each March 1 and September 1, until maturity. The 5.90% Bonds bear interest at 5.90% per annum, subject to adjustments as discussed in note (5) to the table above.

Prior to December 1, 2032 (the “5.90% Bonds Par Call Date”), JEGI may redeem the 5.90% Bonds at its option, in whole or in part, at any time and from time to time, at the redemption price calculated by JEGI (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the 5.90% Bonds being redeemed, assuming that such 5.90% Bonds matured on the 5.90% Bonds Par Call Date, discounted to the redemption date on a semiannual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the First Supplemental Indenture) plus 35 basis points, less (b) interest accrued to the redemption date, and (2) 100% of the principal amount of such 5.90% Bonds to be redeemed, plus, in either case, accrued and unpaid interest on the 5.90% Bonds, if any, to, but excluding, the redemption date. At any time and from time to time on or after the 5.90% Bonds Par Call Date, JEGI may redeem the 5.90% Bonds, at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of the 5.90% Bonds to be redeemed, plus accrued and unpaid interest thereon, if any, up to, but excluding, the redemption date.

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

During fiscal 2020, the Company entered into interest rate and cross currency derivative contracts to swap a portion of our variable rate debt to fixed rate debt. See Note 18- Commitments and Contingencies and Derivative Financial Instruments for discussion regarding the Company's derivative instruments.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The Company has issued $0.5 million in letters of credit under the Revolving Credit Facility, leaving $1.74 billion of available borrowing capacity under the Revolving Credit Facility at December 27, 2024. In addition, the Company had issued $282.8 million under various separate, committed and uncommitted letter-of-credit facilities for issued letters of credit totaling $283.3 million at December 27, 2024.

13. Leases

The components of lease expense (reflected in selling, general and administrative expenses ("SG&A")) for the three months ended December 27, 2024 and December 29, 2023 were as follows (in thousands):


	Three Months Ended
	December 27, 2024		December 29, 2023
Lease expense



Operating lease expense	$	27,542	$	29,503
Variable lease expense	8,022		8,500
Sublease income	(5,390)		(4,660)
Total lease expense	$	30,174	$	33,343

Supplemental information related to the Company's leases for the three months ended December 27, 2024 and December 29, 2023 was as follows (in thousands):


	Three Months Ended
	December 27, 2024		December 29, 2023
Cash paid for amounts included in the measurements of lease liabilities	$	38,387	$	39,609



Right-of-use assets obtained in exchange for new operating lease liabilities	$	10,396	$	6,813

Weighted average remaining lease term - operating leases	5.6 years		5.9 years

Weighted average discount rate - operating leases	3.8%		3.5%

Total remaining lease payments under the Company's leases for the remainder of fiscal 2025 and for the succeeding years is as follows (in thousands):


Fiscal Year	Operating Leases
2025	$	102,786
2026	114,775
2027	95,185
2028	77,687
2029	57,667
Thereafter	106,726
	554,826
Less Interest	(56,567)
	$	498,259

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

14. Pension and Other Postretirement Benefit Plans

The following table presents the components of net periodic pension benefit expense recognized in earnings during the three months ended December 27, 2024 and December 29, 2023 (in thousands):


	Three Months Ended
	December 27, 2024		December 29, 2023
Component:
Service cost	$	2,499	$	2,261
Interest cost	20,402		21,560
Expected return on plan assets	(24,687)		(23,726)
Amortization of previously unrecognized items	3,002		1,949

Total net periodic pension benefit expense recognized	$	1,216	$	2,044

The service cost component of net periodic pension benefit is presented in the same line item as other compensation costs (direct cost of contracts and selling, general and administrative expenses) and the other components of net periodic pension expense are presented in miscellaneous income (expense), net on the Consolidated Statements of Earnings.

The following table presents certain information regarding the Company’s cash contributions to our pension plans for fiscal 2025 (in thousands):


Cash contributions made during the first three months of fiscal 2025	$	4,836
Cash contributions projected for the remainder of fiscal 2025	30,806
Total	$	35,642

**15.**Discontinued Operations

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

On September 27, 2024, Jacobs completed the previously announced Reverse Morris Trust transaction pursuant to which (i) Jacobs first transferred its CMS and portions of its DVS business to Amazon Holdco Inc., a Delaware corporation ("SpinCo"), which has since been renamed Amentum Holdings, Inc., (ii) Jacobs then effectuated a spin-off of SpinCo by distributing 124,084,108 shares of SpinCo Common Stock, by way of a pro rata distribution to its shareholders such that each holder of shares of Jacobs Common Stock was entitled to receive one share of SpinCo Common Stock for each share of Jacobs common stock held as of the record date, September 23, 2024, 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, prior to the Distribution and the Merger, Jacobs received a cash payment from SpinCo of approximately $911 million, after adjustments based on the levels of cash, debt and working capital in the SpinCo Business, which continues to be subject to final settlement between the parties, as set forth in the Agreement and Plan of Merger, dated as of November 20, 2023 (as amended, the “Merger Agreement").

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Summarized Financial Information of Discontinued Operations

The following table represents earnings from discontinued operations, net of tax (in thousands):


	Three Months Ended
	December 27, 2024		December 29, 2023
Revenues	$	64	$	1,348,998
Direct cost of contracts	(60)		(1,163,190)
Gross profit	4		185,808
Selling, general and administrative expense	(1,348)		(123,745)
Operating (Loss) Profit	(1,344)		62,063
Other income, net	—		482
(Loss) Earnings Before Taxes from Discontinued Operations	(1,344)		62,545
Income Tax Benefit (Expense)	343		(15,332)
Net (Loss) Earnings of the Group from Discontinued Operations	(1,001)		47,213
Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations	—		(3,375)
Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations	$	(1,001)	$	43,838

Notable components included in our Consolidated Statements of Cash Flows for these discontinued operations are as follows (in thousands):


	For the Three Months Ended
	December 27, 2024		December 29, 2023
Depreciation and amortization:
Property, equipment and improvements	$	—	$	3,475
Intangible assets	$	—	$	14,187
Deferred income taxes	$	—	$	(6,206)
Additions to property and equipment	$	—	$	(2,340)

There were no assets and liabilities held for spin as of September 27, 2024.

Investment in Amentum Stock

As a result of the Separation Transaction on September 27, 2024, Jacobs held approximately 29 million of the outstanding shares of AMTM 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 11 million shares of AMTM shares into escrow to be held and distributed between the parties to the Escrow Agreement based on terms and conditions set forth in the Merger Agreement, with final settlement of the shares between the parties (and associated financial statement impacts, if any) expected to be completed in fiscal 2025. To the extent the Company and its shareholders become entitled to any portion of the contingent consideration, the first 0.5% of the outstanding shares of AMTM will be released from escrow and delivered to the Company. Any further contingent consideration to which we and our shareholders may become entitled will be distributed on a pro rata basis to shareholders as of a record date to be determined in the future. Any shares of contingent consideration to which we and our shareholders do not become entitled to receive will be delivered to the former equity holder of Amentum.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The Company's investment in AMTM shares (including shares held in escrow) is measured at fair value through net income as it is an investment in equity securities with a readily determinable fair value of approximately $597.9 million as of December 27, 2024. Additionally, fair value ("market") mark-to market losses of approximately $145.2 million were recorded in Miscellaneous income (expense), net during the first quarter of fiscal 2025 in association with the total AMTM share positions held. Further, as quoted market prices are available for these securities in an active market, the fair value measurement of the shares is categorized as a Level 1 input.

The Company intends to dispose of all of its final determined investment in AMTM shares within 12 months of the completion of the Separation and the Distribution, 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.

Transition Services Agreement

Upon closing of the Separation Transaction, the Company entered into a Transition Services Agreement (the "TSA") with Amentum pursuant to which the Company, on an interim basis, will provide various services to Amentum including corporate, information technology, and project services. The initial term of the TSA began immediately following the closing of the transaction on September 27, 2024 and expires in September 2025. 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 $11.4 million in TSA related income for such services that is reported in miscellaneous income (expense) for the three month period ended December 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. For the three months ended December 27, 2024 and December 29, 2023, $0 and $(0.6) million were reported in Net Earnings Attributable to Jacobs from Discontinued Operations on the Consolidated Statement of Earnings related to ECR.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

16. PA Consulting Redeemable Noncontrolling Interests

In connection with the Company's strategic investment in PA Consulting, the Company recorded redeemable noncontrolling interests, including subsequent purchase accounting adjustments, representing the noncontrolling interest holders' equity interests in the form of preferred and common shares of PA Consulting, with substantially all of the value associated with these interests allocable to the preferred shares.

During the first quarter of 2025 and 2024, PA Consulting repurchased certain shares of the redeemable noncontrolling interest holders for cash amounts of $3.7 million and $24.4 million, respectively. The difference between the cash purchase prices and the recorded book values of these repurchased interests was recorded in the Company’s consolidated retained earnings. The Company held approximately 70% of the outstanding ownership of PA Consulting as of December 27, 2024 and September 27, 2024.

During the first quarter of 2025, there was a $0.04 increase in earnings per share resulting from adjustments to the redeemable noncontrolling interests to reflect the reduction of the excess in the redemption values over fair values of the B common shares component of the redeemable equity. During the first quarter of 2024, there was a $0.01 increase in earnings per share resulting from redemption value adjustments associated with redeemable noncontrolling interests preference share repurchase and reissuance activities that were recorded.

The changes above had no impact on the Company’s overall results of operations, financial position or cash flows. See Note 6- Earnings Per Share and Certain Related Information for more information.

Changes in the redeemable noncontrolling interests during the three months ended December 27, 2024 are as follows (in thousands):




Balance at September 27, 2024	$	820,182
Accrued Preferred Dividend to Preference Shareholders	18,867
Attribution of Preferred Dividend to Common Shareholders	(18,867)

Net earnings attributable to redeemable noncontrolling interests to Common Shareholders	7,047
Redeemable Noncontrolling interests redemption value adjustment	(54)
Repurchase of redeemable noncontrolling interests	(4,712)

Cumulative translation adjustment and other	(27,870)
Balance at December 27, 2024	$	794,593

In addition, certain employees and non-employees of PA Consulting are eligible to receive equity-based incentive grants in the future under the terms of the applicable agreements. During the first three months of fiscal 2025 and 2024, the Company recorded $5.9 million and $1.6 million, respectively, in expenses associated with these agreements which is reflected in selling, general and administrative expenses in the consolidated statements of earnings.

The Company, through its investment in PA Consulting, held $0.8 million and $2.1 million at December 27, 2024 and September 27, 2024, respectively, in cash that is restricted from general use and is included in Prepaid expenses and other in the Company's Consolidated Balance Sheets.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

17. Restructuring and Other Charges

During fiscal 2023, the Company implemented restructuring and separation initiatives relating to the Separation Transaction which are expected to continue through fiscal 2025. Restructuring initiatives were also implemented during fiscal 2023 relating to our investment in PA Consulting, which is substantially completed. While restructuring activities for each of these programs are comprised mainly of employee termination costs, the separation activities and costs are primarily related to the engagement of outside services, dedicated internal personnel and other related costs dedicated to the Separation Transaction.

Collectively, the above-mentioned restructuring activities are referred to as “Restructuring and other charges.”

The following table summarizes the impacts of the Restructuring and other charges by operating segment for the three months ended December 27, 2024 and December 29, 2023 (in thousands):


	Three Months Ended
	December 27, 2024		December 29, 2023
Infrastructure & Advanced Facilities	$	14,976	$	37,179
PA Consulting	(236)		1,175

Total	$	14,740	$	38,354
Amounts included in:
Operating profit (mainly SG&A) (1)	$	14,740	$	38,354

	$	14,740	$	38,354

(1)The three months ended December 27, 2024 and December 29, 2023 included approximately $15.0 million and $37.1 million, respectively, in restructuring and other charges mainly relating to the Separation Transaction (primarily professional services and employee separation costs).

The activity in the Company’s accruals for Restructuring and other charges for the three months ended December 27, 2024 is as follows (in thousands):


Balance at September 27, 2024	$	44,935
Net Charges (Credits)	14,740
Payments and other	(42,742)
Balance at December 27, 2024	$	16,933

The following table summarizes the Restructuring and other charges by major type of costs for the three months ended December 27, 2024 and December 29, 2023 (in thousands):


	Three Months Ended
	December 27, 2024		December 29, 2023
Lease Abandonments and Impairments	$	—	$	49
Terminations	385		11,142
Outside Services (1)	11,412		23,793
Other (2)	2,943		3,370
Total	$	14,740	$	38,354

(1) Amounts in the three months ended December 27, 2024 and December 29, 2023 are comprised of professional services relating to the Separation Transaction.

(2) Amounts in the three months ended December 27, 2024 and December 29, 2023 are comprised of charges relating to the Separation Transaction.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Cumulative amounts incurred to date for restructuring and other programs that were active as of December 27, 2024 by each major type of cost are as follows (in thousands):



Terminations	$	79,673
Outside Services	145,488
Other (1)	(1,157)
Total	$	224,004

(1)Cumulative amount includes a $35.2 million realized gain on interest rate swaps settled during the fourth quarter of fiscal 2024.

18. Commitments and Contingencies and Derivative Financial Instruments

Derivative Financial Instruments

The Company is exposed to interest rate risk under its variable rate borrowings and additionally, due to the nature of the Company's international operations, we are at times exposed to foreign currency risk. As such, we sometimes enter into foreign exchange hedging contracts and interest rate hedging contracts in order to limit our exposure to fluctuating foreign currencies and interest rates.

During fiscal 2022, the Company entered into two treasury lock agreements with a total notional value of $500 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 million, which resulted in the receipt of cash and a pre-tax gain of $37.4 million, which is being amortized to interest expense and recognized over the term of the 5.90% Bonds. See Note 12- Borrowings for further discussion relating to the terms of the 5.90% Bonds*.* The unrealized net gain on these instruments was $23.0 million and $23.6 million, net of tax, and is included in accumulated other comprehensive income as of December 27, 2024 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 LIBOR and SONIA rate based liabilities into fixed rate liabilities, for periods ranging from five to ten years. As of December 27, 2024 and September 27, 2024, the Company has one outstanding instrument with a notional value of $200.0 million.

The fair value of the interest rate swap at December 27, 2024 and September 27, 2024 was $29.8 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 December 27, 2024 and September 27, 2024 was $22.4 million and $17.4 million, respectively, net of tax, and was included in accumulated other comprehensive income.

During fiscal 2023, the aggregate liability amounts denominated in U.S. dollars transitioned from underlying LIBOR benchmarked rates to the SOFR and the terms of the swaps were amended accordingly. The swaps were designated as cash-flow hedges in accordance with ASC 815, Derivatives and Hedging.

Additionally, the Company held foreign exchange forward contracts in currencies that support our operations, including British Pound, Australian Dollar and other currencies, with notional values of $693.4 million at December 27, 2024 and $827.3 million at September 27, 2024. The length of these contracts currently ranges from one to twelve months. The fair value of the foreign exchange contracts at December 27, 2024 was $(7.8) million, of which $(8.2) million is included within current liabilities and $0.4 million is included within current assets on the consolidated balance sheet as of December 27, 2024. 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.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Contractual Guarantees, Legal Proceedings, Claims, Investigations and Insurance

In the normal course of business, we make contractual commitments (some of which are supported by separate guarantees) and on occasion we are a party in a litigation or arbitration proceeding. The litigation or arbitration in which we are involved includes personal injury claims, professional liability claims and breach of contract claims. Where we provide a separate guarantee, it is strictly in support of the underlying contractual commitment. Guarantees take various forms including surety bonds required by law, or standby letters of credit ("LOC" and also referred to as “bank guarantees”) or corporate guarantees given to induce a party to enter into a contract with a subsidiary. Standby LOCs are also used as security for advance payments or in various other transactions. The guarantees have various expiration dates ranging from an arbitrary date to completion of our work (e.g., engineering only) to completion of the overall project. We record in the Consolidated Balance Sheets amounts representing our estimated liability relating to such guarantees, litigation and insurance claims. Guarantees are accounted for in accordance with ASC 460-10, Guarantees, at fair value at the inception of the guarantee.

At December 27, 2024 and September 27, 2024, the Company had issued and outstanding approximately $283.3 million and $306.2 million, respectively, in LOCs and $2.6 billion and $2.3 billion, respectively, in surety bonds.

We maintain insurance coverage for most insurable aspects of our business and operations. Our insurance programs have varying coverage limits depending upon the type of insurance and include certain conditions and exclusions which insurance companies may raise in response to any claim that is asserted by or against the Company. We have also elected to retain a portion of losses and liabilities that occur through using various deductibles, limits, and retentions under our insurance programs. As a result, we may be subject to a future liability for which we are only partially insured or completely uninsured. We intend to mitigate any such future liability by continuing to exercise prudent business judgment in negotiating the terms and conditions of the contracts which the Company enters with its clients. Our insurers are also subject to business risk and, as a result, one or more of them may be unable to fulfill their insurance obligations due to insolvency or otherwise.

Additionally, as a contractor providing services to the U.S. federal government, we are subject to many types of audits, investigations, and claims by, or on behalf of, the government including with respect to contract performance, pricing, cost allocations, procurement practices, labor practices, and socioeconomic obligations. Furthermore, our income, franchise, and similar tax returns and filings are also subject to audit and investigation by the Internal Revenue Service, most states within the United States, as well as by various government agencies representing jurisdictions outside the United States.

Our Consolidated Balance Sheets include amounts representing our probable estimated liability relating to such claims, guarantees, litigation, audits, and investigations. We perform an analysis to determine the level of reserves to establish for insurance-related claims that are known and have been asserted against us, as well as for insurance-related claims that are believed to have been incurred based on actuarial analysis but have not yet been reported to our claims administrators as of the respective balance sheet dates. We include any adjustments to such insurance reserves in our consolidated results of operations. Insurance recoveries are recorded as assets if recovery is probable and estimated liabilities are not reduced by expected insurance recoveries.

The Company believes, after consultation with counsel, that such guarantees, litigation, U.S. government contract-related audits, investigations and claims, and income tax audits and investigations should not have a material adverse effect on our consolidated financial statements, beyond amounts currently accrued.

19. Segment Information

The Company's two operating segments are comprised of Infrastructure and Advanced Facilities ("I&AF") and its majority investment in PA Consulting. Subsequent to the Separation Transaction, the SpinCo businesses are now presented as discontinued operations for all periods and therefore not reflected in the segment disclosures below. For further information, refer to Note 15- Discontinued Operations.

The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) and evaluates the performance of each of these segments and make appropriate resource allocations among each of the segments. For purposes of the Company’s goodwill impairment testing, it has been determined that the Company’s operating segments are also its reporting units based on management’s conclusion that the components comprising each of its operating segments share similar economic characteristics and meet the aggregation criteria for reporting units in accordance with ASC 350, Intangibles-Goodwill and Other.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Financial information for each segment is reviewed by the CODM to assess performance and make decisions regarding the allocation of resources. The CODM evaluates the operating performance of our operating segments using segment operating profit. The Company incurs certain SG&A that relate to its business as a whole which are not allocated to the segments.

The following tables present total revenues and segment operating profit from continuing operations for each reportable segment (in thousands) and includes a reconciliation of segment operating profit to total U.S. GAAP operating profit by including certain corporate-level expenses, Restructuring and other charges (as defined in Note 17- Restructuring and Other Charges) and transaction and integration costs (in thousands).


	For the Three Months Ended
	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


	For the 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 from Continuing Operations Before Taxes	$	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.

See also the further description of results of operations for our operating segments in Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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