filings.toolsItem 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
General
The purpose of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is to provide a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition from the most recent fiscal year-end to March 28, 2025 and (ii) results of operations during the current fiscal period(s) as compared to the corresponding period(s) of the preceding fiscal year. In order to better understand such changes, readers of this MD&A should also read:
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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;
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The Company’s fiscal 2024 audited consolidated financial statements and notes thereto included in our 2024 Form 10-K; and
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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:
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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;
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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;
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our ability to fully execute on our corporate strategy, including the impact of acquisitions, strategic alliances, divestitures, and other strategic events resulting from evolving business strategies, including on our ability to maintain our culture and retain key personnel, customers or suppliers, or our ability to achieve the cost-savings and synergies contemplated by our recent acquisitions within the expected time frames or to achieve them fully and to successfully integrate acquired businesses while retaining key personnel, and our ability to invest in the tools needed to implement our strategy;
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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;
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legislative changes, including potential changes to the amounts provided for under the Infrastructure Investment and Jobs Act, as well as other legislation and executive orders related to governmental spending, including any directive to federal agencies to reduce federal spending or the size of the federal workforce, and changes in U.S. or
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foreign tax laws, statutes, rules, regulations or ordinances, including the impact of, and changes to, tariffs and retaliatory tariffs or trade policies that may adversely impact our future financial position or results of operations;
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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
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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, we are challenging today to reinvent tomorrow - delivering outcomes and solutions for the world’s most complex challenges. With a team of almost 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 resilient, digitally-enabled 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 February 2025, Jacobs announced a multi-year growth strategy and set out our long-term financial framework. The Company's strategy, Challenge Accepted, accelerates Jacobs' transformation to a more focused business positioned to drive profitable growth and deliver market-leading solutions.
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.” As a simpler, more focused company, we are robustly positioned to respond to our clients’ rapidly evolving needs, as challenges like urbanization, infrastructure modernization, digital evolution and environmental resilience intersect. We challenge the accepted by redefining the asset lifecycle to deliver scalable end-to-end solutions globally and digitally across water and environmental, life sciences and advanced manufacturing, and critical infrastructure.
As our clients face increasing complexity, they need delivery models that drive rapid, large-scale outcomes, requiring us to harness the synergy of our capabilities across all our end markets.
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Data and Digital 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 cutting-edge digital, data and AI solutions that empower our clients' decision-making across the entire asset lifecycle, including capital, operational and operational technology cybersecurity domains — driving greater efficiency, cost-effectiveness, resilience and sustainability. We provide solutions in data analytics and insights, digital architecture, advisory and transformation, software development and cybersecurity and operational technology.
Consulting and Advisory
Through our strategic partnership with PA Consulting, we are expanding our position in high-end advisory services and deploying our collective strengths to create significant opportunities for our clients to adapt, innovate and transform. Together, we work end-to-end from the early stage across the whole project lifecycle to drive ground-breaking solutions that empower clients to tackle complex challenges, foster sustainable growth and shape a smarter, more resilient future.
Operating Segments
The services we provide to our markets fall into the following two operating segments: 1) Infrastructure & Advanced Facilities and 2) our majority investment in PA Consulting. For additional information regarding our segments, including information about our financial results by segment and financial results by geography, see Note 19- Segment Information and Note 5- Revenue Accounting for Contracts of Notes to Consolidated Financial Statements.
Infrastructure & Advanced Facilities (I&AF)
Jacobs' Infrastructure & Advanced Facilities line of business provides end-to-end solutions for our clients’ most complex challenges related to energy security, environmental resilience, safe and reliable transportation, buildings and infrastructure, integrated water management and biopharmaceutical manufacturing. In doing so, we combine deep experience in 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 globally.
PA Consulting
Jacobs invested in a 65% stake in PA Consulting, the global innovation and transformation consultancy. PA Consulting accelerates new growth ideas from concept, through design and development and to commercial success, and revitalizes organizations, building leadership, culture, systems and processes to make innovation a reality. PA Consulting's global team of about 4,000, which includes strategists, innovators, designers, consultants, digital experts, scientists, engineers and technologists, work across seven sectors: consumer and manufacturing, defense and security, energy and utilities, financial services, government, health and life sciences, and transport to make a positive impact alongside the clients it supports, bringing ingenuity to life.
PA Consulting has a diverse mix of private and public sector clients. Private sector clients include global household names like Diageo, Microsoft, Pret A Manger and Unilever, and start-ups like NTx, which is accelerating access to life-changing therapies. PA's work includes applying data and analytics to improve punctuality of flights at Heathrow Airport, accelerating the energy transition with Invenergy and energyRe, creating new digital platforms for the American College of Emergency Physicians, pioneering medtech with Hubly Surgical, accelerating clinical trials with AI for a global life sciences consortium, and enhancing resiliency in banking with Bankomat. Public sector clients include the U.K.'s Ministry of Defence, National Highways, The Norwegian Labour and Welfare Administration, The Danish Tax Agency and The Swedish Environmental Protection Agency.
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Collectively, the Company also deploys the combined 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. Additionally, 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 developing digital solutions that facilitate capital, operational and cybersecurity decisions for our clients across our segments and their end markets.
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Results of Operations for the three and six months ended March 28, 2025 and March 29, 2024
(in thousands, except per share information)
| For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| March 28, 2025 | March 29, 2024 | March 28, 2025 | March 29, 2024 | ||||||||||||||||||||
| Revenues | $ | 2,910,415 | $ | 2,847,179 | $ | 5,843,371 | $ | 5,657,406 | |||||||||||||||
| Direct cost of contracts | (2,172,070) | (2,135,217) | (4,383,759) | (4,280,715) | |||||||||||||||||||
| Gross profit | 738,345 | 711,962 | 1,459,612 | 1,376,691 | |||||||||||||||||||
| Selling, general and administrative expenses | (529,697) | (528,718) | (1,042,546) | (1,051,448) | |||||||||||||||||||
| Operating Profit | 208,648 | 183,244 | 417,066 | 325,243 | |||||||||||||||||||
| Other Income (Expense): | |||||||||||||||||||||||
| Interest income | 9,525 | 8,702 | 19,181 | 16,221 | |||||||||||||||||||
| Interest expense | (38,580) | (44,232) | (73,399) | (87,583) | |||||||||||||||||||
| Loss on extinguishment of debt | (20,510) | — | (20,510) | — | |||||||||||||||||||
| Miscellaneous expense | (103,260) | (3,705) | (233,367) | (6,668) | |||||||||||||||||||
| Total other expense, net | (152,825) | (39,235) | (308,095) | (78,030) | |||||||||||||||||||
| Earnings from Continuing Operations Before Taxes | 55,823 | 144,009 | 108,971 | 247,213 | |||||||||||||||||||
| Income Tax Expense from Continuing Operations | (50,576) | (43,364) | (107,725) | (11,754) | |||||||||||||||||||
| Net Earnings of the Group from Continuing Operations | 5,247 | 100,645 | 1,246 | 235,459 | |||||||||||||||||||
| Net (Loss) Earnings of the Group from Discontinued Operations, net of tax | (5,550) | 72,889 | (6,551) | 119,530 | |||||||||||||||||||
| Net (Loss) Earnings of the Group | (303) | 173,534 | (5,305) | 354,989 | |||||||||||||||||||
| Net Loss (Earnings) Attributable to Noncontrolling Interests from Continuing Operations | 11,731 | (4,327) | 5,651 | (8,179) | |||||||||||||||||||
| Net Earnings Attributable to Redeemable Noncontrolling interests | (5,816) | (4,082) | (12,863) | (6,700) | |||||||||||||||||||
| Net Earnings (Loss) Attributable to Jacobs from Continuing Operations | 11,162 | 92,236 | (5,966) | 220,580 | |||||||||||||||||||
| Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations | — | (3,013) | — | (6,388) | |||||||||||||||||||
| Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations | (5,550) | 69,876 | (6,551) | 113,142 | |||||||||||||||||||
| Net Earnings (Loss) Attributable to Jacobs | $ | 5,612 | $ | 162,112 | $ | (12,517) | $ | 333,722 | |||||||||||||||
| Net Earnings Per Share: | |||||||||||||||||||||||
| Basic Net Earnings from Continuing Operations Per Share | $ | 0.10 | $ | 0.73 | $ | — | $ | 1.77 | |||||||||||||||
| Basic Net (Loss) Earnings from Discontinued Operations Per Share | $ | (0.05) | $ | 0.56 | $ | (0.05) | $ | 0.90 | |||||||||||||||
| Basic Earnings (Loss) Per Share | $ | 0.06 | $ | 1.29 | $ | (0.05) | $ | 2.66 | |||||||||||||||
| Diluted Net Earnings from Continuing Operations Per Share | $ | 0.10 | $ | 0.73 | $ | — | $ | 1.76 | |||||||||||||||
| Diluted Net (Loss) Earnings from Discontinued Operations Per Share | $ | (0.05) | $ | 0.55 | $ | (0.05) | $ | 0.89 | |||||||||||||||
| Diluted Earnings (Loss) Per Share | $ | 0.06 | $ | 1.28 | $ | (0.05) | $ | 2.65 |
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Overview – Three and Six Month Periods Ended March 28, 2025
Net earnings attributable to the Company from continuing operations for the second fiscal quarter of 2025 were $11.2 million (or $0.10 per diluted share), a decrease of $81.1 million, from net earnings of $92.2 million (or $0.73 per diluted share) for the corresponding period last year. Included in the Company’s operating results from continuing operations for the second fiscal quarter of 2025 were $109.5 million in fair value losses and other related expenses recorded in miscellaneous (expense) income, net, associated with our investment in Amentum stock after finalization of the Separation Transaction and $20.5 million in discounts and expenses recorded to loss on extinguishment of debt for the three months ended March 28, 2025, associated with the Equity-for-Debt Transaction (see Note 12- Borrowings and Note 15- Discontinued Operations). Our reported net earnings for the second fiscal quarter of 2025 were favorably impacted by a decrease in pre-tax Restructuring and other charges and transaction costs of $29.7 million compared to the fiscal 2024 period associated primarily to expenses incurred relating to the Separation Transaction (primarily professional services and employee separation costs), which are discussed in Note 17- Restructuring and Other Charges.
Net loss attributable to the Company from discontinued operations for the second fiscal quarter of 2025 was $(5.6) million (or $(0.05) per diluted share), a decrease of $75.4 million, from net earnings of $69.9 million (or $0.55 per diluted share) for the corresponding period last year. The change year-over-year was primarily driven by prior year operating results of the SpinCo Business which were divested on September 27, 2024 and therefore are no longer in Company's financial results in fiscal year 2025. See Note 15- Discontinued Operations.
For the six months ended March 28, 2025, net loss attributable to the Company from continuing operations was $(6.0) million (or $0.00 per diluted share on a rounded basis), a decrease of $226.5 million, from net earnings of $220.6 million (or $1.76 per diluted share) for the corresponding period last year. Included in the Company’s operating results from continuing operations for six months ended March 28, 2025 were $254.7 million in pre-tax charges recorded in miscellaneous (expense) income, net mainly associated with fair value losses and other related expenses relating to our investment in Amentum stock after finalization of the Separation Transaction and $20.5 million in discounts and expenses recorded to loss on extinguishment of debt for the six months ended March 28, 2025, associated with the Equity-for-Debt Transaction (see Note 12- Borrowings and Note 15- Discontinued Operations). Our reported net loss for the second half of 2025 was favorably impacted by a decrease in pre-tax Restructuring and other charges and transaction costs of $55.0 million compared to the fiscal 2024 period associated primarily to expenses incurred relating to the Separation Transaction (primarily professional services and employee separation costs), which are discussed in Note 17- Restructuring and Other Charges.
For the six months ended March 28, 2025, net loss attributable to the Company from discontinued operations was $(6.6) million (or $(0.05) per diluted share), a decrease of $119.7 million, from net earnings of $113.1 million (or $0.89 per diluted share) for the corresponding period last year. The change year-over-year was primarily driven by prior year operating results of the SpinCo Business which were divested and therefore are no longer in the Company's financial results in fiscal year 2025. See Note 15- Discontinued Operations.
Consolidated Results of Operations
Revenues for the second fiscal quarter of 2025 were $2.91 billion, an increase of $63.2 million, or 2.2%, from $2.85 billion for the corresponding period last year. For the six months ended March 28, 2025, revenues were $5.84 billion, an increase of $186.0 million, or 3.3%, from $5.66 billion for the corresponding period last year. Revenue increases for both the three and six month periods year over year were mainly due to the Company's I&AF business, as well as revenue growth in our PA Consulting business. The I&AF business benefited primarily from stronger performance in its Advanced Facilities and Asia, Pacific and Middle East (APME) business operations for both quarterly and year to date comparative periods presented. Our revenues were unfavorably impacted by foreign currency translation of $18.8 million and $2.3 million for the three and six months ended March 28, 2025, respectively, across our international businesses, as compared to a favorable impact of $21.5 million and $59.0 million for the three and six months ended March 29, 2024, respectively.
Gross profit for the second fiscal quarter of 2025 was $738.3 million, an increase of $26.4 million, or 3.7%, from $712.0 million from the corresponding period last year, with gross profit margins of 25.4% and 25.0% for the respective periods. Gross profit for the six months ended March 28, 2025 was $1,459.6 million, an increase of $82.9 million, or 6.0%, from $1,376.7 million from the corresponding period last year, with gross profit margins of 25.0% and 24.3% 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.
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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 three and six months ended March 28, 2025 were $529.7 million and $1,042.5 million, respectively, as compared to $528.7 million and $1,051.4 million for the corresponding periods last year, representing an increase of $1.0 million or 0.2% and decrease of $8.9 million or 0.8% respectively. SG&A expenses for the three and six months ended March 28, 2025 were impacted by decreases of $22.2 million and $44.4 million, respectively, in lower Restructuring and other charges costs associated with the Separation Transaction, mainly comprised of professional services, in the current year. These favorable items were more than offset for the three months ended March 28, 2025 and partially offset for the six months ended March 28, 2025 by increases in expenses associated with the Transition Services Agreement (the "TSA") with Amentum, incentives and other department spend. Lastly, SG&A expenses benefited from favorable foreign exchange impacts of $4.9 million and $1.7 million, respectively, for the three and six months ended March 28, 2025, as compared to favorable impacts of $0.6 million and unfavorable impacts of $2.9 million for the corresponding periods last year.
Net interest expense for the three and six months ended March 28, 2025 was $29.1 million and $54.2 million, respectively, a decrease of $6.5 million and $17.1 million from $35.5 million and $71.4 million or 18.2% and 24.0%, respectively, for the corresponding periods last year. The decrease in net interest expense for the three and six months ended March 28, 2025 was due primarily to increases in interest income associated with the Company's higher levels of cash compared to the corresponding periods last year due to the reduction of outstanding debt balances in the fourth quarter of fiscal 2024 using proceeds associated with the Separation Transaction.
Loss on extinguishment of debt for the three and six months ended March 28, 2025 was $20.5 million, in discounts and expenses associated with the Equity-for-Debt Transaction executed on March 13, 2025, where the Company exchanged shares of our investment in Amentum Holdings, Inc. for a principal amount of term loans under the 2021 Term Loan Facility, which term loans were immediately extinguished. See Note 12- Borrowings and Note 15- Discontinued Operations.
Miscellaneous (expense) net for the three and six months ended March 28, 2025 was $(103.3) million and $(233.4) million respectively, in comparison to $(3.7) million and $(6.7) million for the corresponding period last year. The increase of $(99.6) million and $(226.7) million for the three and six months ended March 28, 2025 respectively, were due mainly to $109.5 million and $254.7 million in mark-to-market losses and other related expenses associated with our investment in Amentum stock in connection with the Separation Transaction, offset in part by $10.3 million and $21.7 million in TSA-related income associated with the Separation Transaction as discussed in Note 15- Discontinued Operations.
The Company’s effective tax rates from continuing operations for the three months ended March 28, 2025 and March 29, 2024 were 90.6% and 30.1%, 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 March 28, 2025 were related to $33.1 million in unfavorable tax impacts associated with the non-deductibility of losses from the Company's investment in Amentum stock, as well as U.S. state income tax expense of $4.0 million and U.S. tax on foreign earnings of $4.5 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 of 30.1% for the three-month period ended March 29, 2024 was related to U.S. state income tax expense of $2.4 million and U.S. tax on foreign earnings of $3.3 million.
The Company’s effective tax rates from continuing operations for the six months ended March 28, 2025 and March 29, 2024 were 98.9% and 4.8%, 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 six-month period ended March 28, 2025 were related to $70.1 million in unfavorable tax impacts associated with the non-deductibility of losses from the Company's investment in Amentum stock, as well as U.S. state income tax expense of $9.4 million and U.S. tax on foreign earnings of $9.4 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.
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The most significant item contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0% and the Company's effective tax rate of 4.8% for the six-month period ended March 29, 2024 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.
Net loss (earnings) attributable to noncontrolling interests for the three and six months ended March 28, 2025 were $11.7 million and $5.7 million, respectively, as compared to $(4.3) million and $(8.2) million for the corresponding periods last year. These changes in noncontrolling interests were primarily resulting from the impact of an unfavorable interim ruling against a consolidated joint venture in which the Company holds a 50% interest, in connection with a long running project, upon which the Company recorded a reserve against related accounts receivable (the “Consolidated JV Matter”) during the quarter. Net earnings attributable to redeemable noncontrolling interests for the three and six months ended March 28, 2025 were $(5.8) million and $(12.9) million, respectively and $(4.1) million and $(6.7) million for the corresponding periods last year, with these comparative changes resulting from higher net earnings results in our PA Consulting investment compared to the prior year periods.
Restructuring and Other Charges
During fiscal 2023, the Company implemented restructuring initiatives relating to the Separation Transaction. The Company incurred approximately $4.8 million during the second 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.
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Segment Financial Information
The following tables provide selected financial information for our operating segments and includes a reconciliation of segment operating profit to total U.S. GAAP operating profit from continuing operations by including certain corporate-level expenses, Restructuring and other charges and transaction and integration costs (in thousands).
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| March 28, 2025 | March 29, 2024 | March 28, 2025 | March 29, 2024 | ||||||||||||||||||||
| Revenues from External Customers: | |||||||||||||||||||||||
| Infrastructure & Advanced Facilities (1) | $ | 2,602,753 | $ | 2,553,212 | $ | 5,228,961 | $ | 5,057,438 | |||||||||||||||
| PA Consulting | 307,662 | 293,967 | 614,410 | 599,968 | |||||||||||||||||||
| Total | $ | 2,910,415 | $ | 2,847,179 | $ | 5,843,371 | $ | 5,657,406 |
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| March 28, 2025 | March 29, 2024 | March 28, 2025 | March 29, 2024 | ||||||||||||||||||||
| Segment Operating Profit: | |||||||||||||||||||||||
| Infrastructure & Advanced Facilities (1) | $ | 203,265 | $ | 204,101 | $ | 413,539 | $ | 371,489 | |||||||||||||||
| PA Consulting | 67,347 | 60,169 | 134,084 | 114,624 | |||||||||||||||||||
| Total Segment Operating Profit | 270,612 | 264,270 | 547,623 | 486,113 | |||||||||||||||||||
| Restructuring, Transaction and Other Charges (2) | (23,924) | (42,550) | (53,856) | (85,463) | |||||||||||||||||||
| Amortization of Intangible Assets | (38,040) | (38,476) | (76,701) | (75,407) | |||||||||||||||||||
| Total U.S. GAAP Operating Profit | 208,648 | 183,244 | 417,066 | 325,243 | |||||||||||||||||||
| Total Other Expense, net (3) | (152,825) | (39,235) | (308,095) | (78,030) | |||||||||||||||||||
| Earnings Before Taxes from Continuing Operations | $ | 55,823 | $ | 144,009 | $ | 108,971 | $ | 247,213 |
| (1) | The three and six months ended March 28, 2025 I&AF revenue and operating profit were impacted by a reserve in connection with an unfavorable interim ruling against a consolidated joint venture in which the Company holds a 50% interest (the "Consolidated JV Matter"), with the noncontrolling partner’s share included in noncontrolling interests in the Consolidated Statements of Earnings for the respective periods. | ||||
| (2) | The three and six months ended March 28, 2025 and March 29, 2024 included $10.2 million and $25.1 million, respectively, and $32.4 million and $69.5 million, respectively, in restructuring and other charges mainly relating to the Separation Transaction (primarily professional services and employee separation costs), as well as certain subsidiary level compensation based agreements. The three and six months ended March 28, 2025 included approximately $8.4 million and $16.2 million in charges associated with the Company's TSA with Amentum. | ||||
| (3) | The three and six months ended March 28, 2025 included $109.5 million and $254.7 million, respectively, mainly related to mark-to-market losses associated with our investment in Amentum stock in connection with the Separation Transaction, and $20.5 million in discounts and expenses associated with the Equity-for-Debt Transaction (see Note 12- Borrowings and Note 15- Discontinued Operations). | ||||
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Infrastructure & Advanced Facilities
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (in thousands) | March 28, 2025 | March 29, 2024 | March 28, 2025 | March 29, 2024 | |||||||||||||||||||
| Revenue | $ | 2,602,753 | $ | 2,553,212 | $ | 5,228,961 | $ | 5,057,438 | |||||||||||||||
| Operating Profit | $ | 203,265 | $ | 204,101 | $ | 413,539 | $ | 371,489 |
| Revenues for the I&AF segment for the three and six months ended March 28, 2025 were $2.60 billion and $5.23 billion, respectively, an increase of $49.5 million and $171.5 million, or 1.9% and 3.4%, compared to $2.55 billion and $5.06 billion for the corresponding periods last year. The increase in revenues for the three and six months ended March 28, 2025 was driven primarily from stronger performance in its Advanced Facilities and APME business operations. This was partly offset by a reserve in connection with an unfavorable interim ruling against a consolidated joint venture in which the Company holds a 50% interest, with the noncontrolling partner’s share included in noncontrolling interests in the Company's Consolidated Statements of Earnings for the 2025 periods presented. Additionally, foreign currency translation had approximately $17.6 million and $10.7 million in unfavorable impacts on revenues for the three and six months ended March 28, 2025, as compared to $9.1 million and $30.0 million in favorable impacts in the corresponding prior year periods. | ||
| Operating profit for the I&AF segment for the three and six months ended March 28, 2025 was $203.3 million and $413.5 million, respectively, a decrease of $(0.8) million and an increase of $42.1 million, or (0.4)% and 11.3%, from $204.1 million and $371.5 million for the corresponding periods last year. Operating profit for the three months ended March 28, 2025 is relatively flat year over year as a result of higher volume across the sectors while offset by a reserve in connection with an unfavorable interim ruling against a consolidated joint venture in which the Company holds a 50% interest, with the noncontrolling partner's share included in noncontrolling interests in the Company's Consolidated Statements of Earnings for the 2025 periods presented. The increase for the six months ended March 28, 2025 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 $1.4 million and $0.7 million in unfavorable impact on operating profit three and six months ended March 28, 2025, as compared to $4.3 million and $9.3 million in favorable impacts in the corresponding prior year periods. |
PA Consulting
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (in thousands) | March 28, 2025 | March 29, 2024 | March 28, 2025 | March 29, 2024 | |||||||||||||||||||
| Revenue | $ | 307,662 | $ | 293,967 | $ | 614,410 | $ | 599,968 | |||||||||||||||
| Operating Profit | $ | 67,347 | $ | 60,169 | $ | 134,084 | $ | 114,624 |
| Revenues for the PA Consulting segment for the three and six months ended March 28, 2025 were $307.7 million and $614.4 million respectively, reflecting an increase of $13.7 million and $14.4 million, or 4.7% and 2.4% from $294.0 million and $600.0 million in the corresponding period last year. The increase in revenue for the three months ended March 28, 2025 is due to improved performance in PA Consulting's public sector work. The six month increase is mainly due to improved performance in PA Consulting's health & life sciences business, partly offset by reduction in consumer & manufacturing business. Foreign currency translation had approximately $1.2 million in unfavorable and $8.3 million in favorable impacts on revenues for the three and six months ended March 28, 2025, as compared to $12.4 million and $29.1 million in favorable impacts in the corresponding prior year period. | ||
| Operating profit for the segment for the three and six months ended was $67.3 million and $134.1 million respectively, an increase of $7.2 million and $19.5 million, or 11.9% and 17.0% from $60.2 million and $114.6 million in the corresponding period last year. The year over year improvement in the quarter is attributable to improved revenues combined with favorable impacts from reduced costs. |
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Backlog Information
Backlog represents revenue we expect to realize for work to be completed by our consolidated subsidiaries and our proportionate share of work to be performed by unconsolidated joint ventures. Because of variations in the nature, size, expected duration, funding commitments, and the scope of services required by our contracts, the amount and timing of when backlog will be recognized as revenues includes significant estimates and can vary greatly between individual contracts.
Consistent with industry practice, substantially all of our contracts are subject to cancellation or termination at the option of the client, including our U.S. government work. While management uses all information available to determine backlog, at any given time our backlog is subject to changes in the scope of services to be provided as well as increases or decreases in costs relating to the contracts included therein. Backlog is not necessarily an indicator of future revenues.
Because certain contracts (e.g., contracts relating to large engineering, procurement & construction projects as well as national government programs) can cause large increases to backlog in the fiscal period in which we recognize the award, and because many of our contracts require us to provide services that span over several fiscal quarters (and sometimes over fiscal years), we have presented our backlog on a year-over-year basis, rather than on a sequential, quarter-over-quarter basis.
The following table summarizes our backlog at March 28, 2025 and March 29, 2024 (in millions):
| March 28, 2025 | March 29, 2024 | ||||||||||
| Infrastructure & Advanced Facilities | $ | 21,768 | $ | 18,130 | |||||||
| PA Consulting | 392 | 344 | |||||||||
| Total | $ | 22,160 | $ | 18,474 |
| The increase in backlog in I&AF from March 29, 2024 was predominantly driven by growth across Water, Life Sciences and Transportation and Cities & Place markets. | ||
| The increase in backlog in PA Consulting from March 29, 2024 was primarily driven by organic year-over-year growth of the business including some material sales in the second fiscal quarter of 2025. | ||
Consolidated backlog differs from the Company’s remaining performance obligations as defined by ASC 606 primarily because of contract change orders or new wins not yet processed and our national government contracts where our policy is to generally include in backlog the contract award, whether funded or unfunded excluding certain option periods while our remaining performance obligations represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. Additionally, the Company does not include our proportionate share of backlog related to unconsolidated joint ventures in our remaining performance obligations.
Liquidity and Capital Resources
At March 28, 2025, our principal sources of liquidity consisted of $1.20 billion in cash and cash equivalents and $1.44 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.
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Cash and cash equivalents at March 28, 2025 were $1.20 billion, representing an increase of $59.9 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):
| For the Six Months Ended | |||||||||||
| (In thousands) | March 28, 2025 | March 29, 2024 | |||||||||
| Net cash provided by operating activities | $ | 11,025 | $ | 375,538 | |||||||
| Cash Flows from Investing Activities: | |||||||||||
| Additions to property and equipment | (27,603) | (45,108) | |||||||||
| Disposals of property and equipment and other assets | 2,328 | 145 | |||||||||
| Capital contributions to equity investees, net of return of capital distributions | 932 | 1,660 | |||||||||
| Acquisitions of businesses, net of cash acquired | — | (14,000) | |||||||||
| Net cash used for investing activities | (24,343) | (57,303) | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Proceeds from long-term borrowings | 1,848,201 | 1,716,577 | |||||||||
| Repayments of long-term borrowings | (444,800) | (1,621,390) | |||||||||
| Repayments of short-term borrowings | (656,981) | (9,657) | |||||||||
| Debt issuance costs | (92) | (1,606) | |||||||||
| Proceeds from issuances of common stock | 17,186 | 22,660 | |||||||||
| Common stock repurchases | (552,402) | (195,462) | |||||||||
| Taxes paid on vested restricted stock | (21,088) | (33,172) | |||||||||
| Cash dividends to shareholders | (75,878) | (70,137) | |||||||||
| Net dividends associated with noncontrolling interests | (3,446) | (14,249) | |||||||||
| Repurchase of redeemable noncontrolling interests | (4,066) | (24,360) | |||||||||
| Net cash provided by (used for) financing activities | 106,634 | (230,796) | |||||||||
| Effect of Exchange Rate Changes | (34,773) | 17,631 | |||||||||
| Net Increase in Cash and Cash Equivalents and Restricted Cash | 58,543 | 105,070 | |||||||||
| 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 | $ | 1,205,474 | $ | 1,034,515 | |||||||
| Less Cash and Cash Equivalents included in Assets held for spin | $ | — | $ | (178,529) | |||||||
| Cash and Cash Equivalents, including Restricted Cash of Continuing Operations at the End of the Period | $ | 1,205,474 | $ | 855,986 |
Our net cash flow provided by operations of $11.0 million during the six months ended March 28, 2025 was unfavorable by $364.5 million in comparison to the cash flow provided by operations of $375.5 million (inclusive of discontinued operations) for the corresponding prior period. On a continuing operations basis, our cash from operations was unfavorable by $200.2 million. The decline on a continuing operations basis was largely due to higher uses of cash from net working capital, namely Accounts Receivables as well as increases in cash income tax payments of $85.0 million within accrued liabilities.
Our net cash used for investing activities during the six months ended March 28, 2025 was $24.3 million, compared to cash used for investing activities of $57.3 million in the corresponding prior year period (which included $5.1 million associated with discontinued operations), due to lower levels of additions to plant, property and equipment in the current year and no current year acquisitions.
Our net cash provided by financing activities during the six months ended March 28, 2025 was $106.6 million. This was driven by net proceeds from borrowings of $746.4 million, offset by share repurchases of $552.4 million, $75.9 million in dividends to shareholders, and $21.1 million in taxes paid on vested restricted stock. Cash used for financing activities in the corresponding prior year period was $230.8 million, due primarily to share repurchases of $195.5 million, net proceeds from borrowings of $85.5 million, $70.1 million in dividends to shareholders, and $24.4 million in net PA Consulting related redeemable noncontrolling interests purchase and issuance activity.
At March 28, 2025, the Company had approximately $181.1 million in cash and cash equivalents held in the U.S. and $1.0 billion held outside of the U.S. (primarily in the U.K., the Eurozone, Australia, India, Canada, and the Middle East region). Other than the tax cost of repatriating funds to the U.S., there are no material impediments to repatriating these funds to the U.S.
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The Company had $256.3 million in letters of credit outstanding at March 28, 2025. Of this amount, $0.5 million was issued under the Revolving Credit Facility and $255.8 million was issued under separate, committed and uncommitted letter-of-credit facilities.
On March 27, 2025, the Company, as guarantor, and JEGI, as borrower, entered into a term loan agreement (the “2025 Term Loan Facility”) with Bank of America, N.A., as administrative agent and sole lead arranger, and the lenders party thereto. Under the 2025 Term Loan Facility, JEGI borrowed a $200.0 million term loan and £410.0 million term loan for a term of two-years from the date of initial funding, maturing on March 26, 2027. The proceeds from the 2025 Term Loan Facility were used to repay the outstanding 2021 Term Loan Facility principal equal to $120.0 million and £410.2 million, or $531.6 million, and was otherwise used for general corporate purposes.
Long-term debt as of March 28, 2025 increased by $1.3 billion compared to September 27, 2024 primarily due to the Company entering into the 2025 Term Loan Facility for a combined amount of $731.4 million (see Note 12 - Borrowings), and an increased draw on the revolving credit facility of $672.0 million to fund share buybacks, dividends and taxes paid on vested restricted stock, offset by the termination of the 2021 Term Loan - USD portion.
Short-term debt as of March 28, 2025 decreased by $875.8 million compared to September 27, 2024 primarily due to the Equity-for-Debt Transaction, pursuant to which the Company extinguished $311.5 million under the GBP 2021 Term Loan, in exchange for its approximately 19.5 million shares in Amentum, and the entry to the 2025 Term Loan Facility, the proceeds of which were used to extinguish the remaining $531.6 million under the GBP 2021 term loan contract. For more information, please refer to Note - 12 Borrowings and Note 15 - Discontinued Operations.
In connection with the Post-Closing Additional Merger Consideration relating to the Separation Transaction, the Company became entitled to receive approximately 7.3 million Amentum shares from the 9.7 million shares held in escrow. On April 30th, 2025, the Jacobs Board of Directors determined to distribute the 7.3 million shares of Amentum's stock and declared an in kind dividend payable to Jacobs’ shareholders of record as of May 16, 2025, to be distributed on a pro rata basis on May 30, 2025. Please refer to Note 15 - Discontinued Operations for additional details.
On April 10, 2025, the Company collected $70 million in receivables related to final settlement of net working capital, the balance of which is reflected in Receivables and Contract Assets in the March 28, 2025 Consolidated Balance Sheet. The cash was utilized to pay down amounts owed under the Company’s Revolving Credit Facility on the same day. Please refer to Note 15 - Discontinued Operations for additional details.
On February 6, 2023, the Company refinanced its Revolving Credit Facility, and on February 16, 2023, the Company issued the 5.90% Bonds in the aggregate principal amount of $500.0 million. On August 18, 2023, the Company issued the 6.35% Bonds in the aggregate principal amount of $600.0 million. See Note 12 - Borrowings for further discussion relating to the terms of the 5.90% Bonds, the 6.35% Bonds, and the Revolving Credit Facility following the issuances and refinancing.
We believe we have adequate liquidity and capital resources to fund our projected cash requirements, including acquisitions, if any, and financing activities such as debt servicing, share buybacks and dividends for the next twelve months based on the liquidity provided by our cash and cash equivalents on hand, our borrowing capacity and our continuing cash from operations.
We were in compliance with all of our debt covenants at March 28, 2025.
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Supplemental Obligor Group Financial Information
On February 16, 2023, Jacobs Engineering Group Inc., a wholly-owned subsidiary of Jacobs Solutions Inc. (together, the "Obligor Group"), completed an offering of $500 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.
| Six Months Ended | |||||
| (in thousands) | March 28, 2025 | ||||
| Summarized Statement of Earnings Data | |||||
| Revenue | $ | 1,993,675 | |||
| Direct Costs | $ | 1,656,303 | |||
| Selling, General and Administrative Expenses | $ | 255,990 | |||
| Net loss attributable to Guarantor Subsidiaries from continuing operations | $ | (230,849) | |||
| Noncontrolling interests | $ | (3,235) |
| (in thousands) | March 28, 2025 | September 27, 2024 | |||||||||
| Summarized Balance Sheet Data | |||||||||||
| Current assets, less receivables from Non-Guarantor Subsidiaries | $ | 1,307,018 | $ | 1,733,836 | |||||||
| Current receivables from Non-Guarantor Subsidiaries | $ | 878,521 | $ | 573,631 | |||||||
| Noncurrent assets, less noncurrent receivables from Non-Guarantor Subsidiaries | $ | 582,512 | $ | 503,444 | |||||||
| Noncurrent receivables from Non-Guarantor Subsidiaries | $ | 544,362 | $ | 615,986 | |||||||
| Current liabilities | $ | 945,003 | $ | 1,568,187 | |||||||
| Current liabilities to Non-Guarantor Subsidiaries | $ | — | $ | — | |||||||
| Long-term Debt | $ | 2,633,620 | $ | 1,348,594 | |||||||
| Other Noncurrent liabilities, less amounts payable to Non-Guarantor Subsidiaries | $ | 227,235 | $ | 237,025 | |||||||
| Noncurrent liabilities to Non-Guarantor Subsidiaries | $ | 974,868 | $ | 1,051,899 | |||||||
| Noncontrolling interests | $ | 2,267 | $ | 937 | |||||||
| Accumulated deficit | $ | (1,470,580) | $ | (779,745) |
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