J 10-Q
Jacobs Solutions Inc. (J)
10-Q
2025-05-06
For: 2025-03-28
View Original
Added on
April 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
For the quarterly period ended March 28, 2025
For the transition period from to
Commission File Number 1-7463
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(214 ) 583 – 8500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
_________________________________________________________________
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | |||||||||
| $1 par value | |||||||||||
Indicate by check-mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: ☒ Yes ☐ No
Indicate by check-mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Page 1
Indicate by check-mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check-mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Number of shares of common stock outstanding at April 25, 2025: 120,156,186
Page 2
JACOBS SOLUTIONS INC.
INDEX TO FORM 10-Q
| Page No. | |||||||||||
| PART I | |||||||||||
| Item 1. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| PART II | |||||||||||
| Item 1. | |||||||||||
| Item 1A. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| Item 5. | |||||||||||
| Item 6. | |||||||||||
Page 3
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Page 4
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share information)
| March 28, 2025 | September 27, 2024 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Receivables and contract assets | |||||||||||
| Prepaid expenses and other | |||||||||||
| Investment in equity securities | |||||||||||
| Total current assets | |||||||||||
| Property, Equipment and Improvements, net | |||||||||||
| Other Noncurrent Assets: | |||||||||||
| Goodwill | |||||||||||
| Intangibles, net | |||||||||||
| Deferred income tax assets | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Miscellaneous | |||||||||||
| Total other noncurrent assets | |||||||||||
| $ | $ | ||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Current maturities of long-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Contract liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Liabilities relating to defined benefit pension and retirement plans | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Other deferred liabilities | |||||||||||
| Total other noncurrent liabilities | |||||||||||
| Commitments and Contingencies | |||||||||||
| Redeemable Noncontrolling interests | |||||||||||
| Stockholders’ Equity: | |||||||||||
| Capital stock: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Jacobs stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total Group stockholders’ equity | |||||||||||
| $ | $ | ||||||||||
See the accompanying Notes to Consolidated Financial Statements – Unaudited.
Page 5
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Three and Six Months Ended March 28, 2025 and March 29, 2024
(In thousands, except per share information)
(Unaudited)
| For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| March 28, 2025 | March 29, 2024 | March 28, 2025 | March 29, 2024 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Direct cost of contracts | ( | ( | ( | ( | |||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||
| Operating Profit | |||||||||||||||||||||||
| Other Income (Expense): | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Loss on extinguishment of debt | ( | ( | |||||||||||||||||||||
| Miscellaneous expense | ( | ( | ( | ( | |||||||||||||||||||
| Total other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Earnings from Continuing Operations Before Taxes | |||||||||||||||||||||||
| Income Tax Expense from Continuing Operations | ( | ( | ( | ( | |||||||||||||||||||
| Net Earnings of the Group from Continuing Operations | |||||||||||||||||||||||
| Net (Loss) Earnings of the Group from Discontinued Operations, net of tax | ( | ( | |||||||||||||||||||||
| Net (Loss) Earnings of the Group | ( | ( | |||||||||||||||||||||
| Net Loss (Earnings) Attributable to Noncontrolling Interests from Continuing Operations | ( | ( | |||||||||||||||||||||
| Net Earnings Attributable to Redeemable Noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net Earnings (Loss) Attributable to Jacobs from Continuing Operations | ( | ||||||||||||||||||||||
| Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations | ( | ( | |||||||||||||||||||||
| Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations | ( | ( | |||||||||||||||||||||
| Net Earnings (Loss) Attributable to Jacobs | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net Earnings Per Share: | |||||||||||||||||||||||
| Basic Net Earnings from Continuing Operations Per Share | $ | $ | $ | $ | |||||||||||||||||||
| Basic Net (Loss) Earnings from Discontinued Operations Per Share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Basic Earnings (Loss) Per Share | $ | $ | $ | ( | $ | ||||||||||||||||||
| Diluted Net Earnings from Continuing Operations Per Share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted Net (Loss) Earnings from Discontinued Operations Per Share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted Earnings (Loss) Per Share | $ | $ | $ | ( | $ | ||||||||||||||||||
See the accompanying Notes to Consolidated Financial Statements - Unaudited.
Page 6
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three and Six Months Ended March 28, 2025 and March 29, 2024
(In thousands)
(Unaudited)
| For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| March 28, 2025 | March 29, 2024 | March 28, 2025 | March 29, 2024 | ||||||||||||||||||||
| Net (Loss) Earnings of the Group | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Other Comprehensive Income: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Change in cash flow hedges | ( | ( | ( | ||||||||||||||||||||
| Change in pension plan liabilities | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss) before taxes | ( | ( | |||||||||||||||||||||
| Income Tax Benefit (Expense): | |||||||||||||||||||||||
| Cash flow hedges | ( | ||||||||||||||||||||||
| Change in pension plan liabilities | ( | ( | ( | ( | |||||||||||||||||||
| Income Tax Benefit (Expense): | ( | ( | |||||||||||||||||||||
| Net other comprehensive Income (loss) | ( | ( | |||||||||||||||||||||
| Net Comprehensive Income (Loss) of the Group | ( | ||||||||||||||||||||||
| Net Loss (Earnings) Attributable to Noncontrolling Interests | ( | ( | |||||||||||||||||||||
| Net Earnings Attributable to Redeemable Noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net Comprehensive Income (Loss) Attributable to Jacobs | $ | $ | $ | ( | $ | ||||||||||||||||||
See the accompanying Notes to Consolidated Financial Statements - Unaudited.
Page 7
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Three Months Ended March 28, 2025 and March 29, 2024
(In thousands)
(Unaudited)
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Jacobs Stockholders’ Equity | Noncontrolling Interests | Total Group Stockholders’ Equity | |||||||||||||||||||||||||||||||||||
| Balances at December 29, 2023 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | ||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
Pension plan liability, net of deferred taxes of $ | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Change in cash flow hedges, net of deferred taxes of $ | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Dividends | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling interests redemption value adjustment | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Noncontrolling interests - distributions and other | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuances of equity securities including shares withheld for taxes | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Repurchases of equity securities | ( | ( | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
Balances at March 29, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Balances at December 27, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
Net earnings (loss) | — | ( | ( | ||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Pension plan liability, net of deferred taxes of $ | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
Change in cash flow hedges, net of deferred taxes of $( | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling interests redemption value adjustment | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase and issuance of redeemable noncontrolling interests | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Noncontrolling interests - distributions and other | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Distribution adjustments relating to SpinCo Business | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuances of equity securities including shares withheld for taxes | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Repurchases of equity securities | ( | ( | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Balances at March 28, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
See the accompanying Notes to Consolidated Financial Statements – Unaudited.
Page 8
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Six Months Ended March 28, 2025 and March 29, 2024
(In thousands)
(Unaudited)
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Jacobs Stockholders’ Equity | Noncontrolling Interests | Total Group Stockholders’ Equity | |||||||||||||||||||||||||||||||||||
| Balances at September 29, 2023 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | ||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Pension liability, net of deferred taxes of $ | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
Change in cash flow hedges, net of deferred taxes of $( | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling interests redemption value adjustment | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of redeemable noncontrolling interests | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Noncontrolling interests - distributions and other | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuances of equity securities including shares withheld for taxes | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Repurchases of equity securities | ( | ( | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Balances at March 29, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Balances at September 27, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
Pension liability, net of deferred taxes of $ | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Change in cash flow hedges, net of deferred taxes of $( | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling interests redemption value adjustment | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase and issuance of redeemable noncontrolling interests | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Noncontrolling interests - distributions and other | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Distribution adjustments relating to SpinCo Business | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuances of equity securities including shares withheld for taxes | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||
| Repurchases of equity securities | ( | ( | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Balances at March 28, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
See the accompanying Notes to Consolidated Financial Statements – Unaudited.
Page 9
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended March 28, 2025 and March 29, 2024
(In thousands)
(Unaudited)
See the accompanying Notes to Consolidated Financial Statements – Unaudited.
| For the Six Months Ended | |||||||||||
| March 28, 2025 | March 29, 2024 | ||||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net (loss) earnings of the Group | $ | ( | $ | ||||||||
| Adjustments to reconcile net earnings to net cash flows provided by operations: | |||||||||||
| Depreciation and amortization: | |||||||||||
| Property, equipment and improvements | |||||||||||
| Intangible assets | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Loss on investment in equity securities | |||||||||||
| Stock based compensation | |||||||||||
| Equity in earnings of operating ventures, net of return on capital distributions | ( | ( | |||||||||
| (Gain) loss on disposals of assets, net | ( | ||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Receivables and contract assets, net of contract liabilities | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Miscellaneous other assets | |||||||||||
| Accounts payable | ( | ||||||||||
| Accrued liabilities | ( | ( | |||||||||
| Other deferred liabilities | |||||||||||
| Other, net | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Additions to property and equipment | ( | ( | |||||||||
| Disposals of property and equipment and other assets | |||||||||||
| Capital contributions to equity investees, net of return of capital distributions | |||||||||||
| Acquisitions of businesses, net of cash acquired | ( | ||||||||||
| Net cash used for investing activities | ( | ( | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Proceeds from long-term borrowings | |||||||||||
| Repayments of long-term borrowings | ( | ( | |||||||||
| Repayments of short-term borrowings | ( | ( | |||||||||
| Debt issuance costs | ( | ( | |||||||||
| Proceeds from issuances of common stock | |||||||||||
| Common stock repurchases | ( | ( | |||||||||
| Taxes paid on vested restricted stock | ( | ( | |||||||||
| Cash dividends to shareholders | ( | ( | |||||||||
| Net dividends associated with noncontrolling interests | ( | ( | |||||||||
| Repurchase of redeemable noncontrolling interests | ( | ( | |||||||||
| Net cash provided by (used for) financing activities | ( | ||||||||||
| Effect of Exchange Rate Changes | ( | ||||||||||
| Net Increase in Cash and Cash Equivalents and Restricted Cash | |||||||||||
| Cash and Cash Equivalents, including Restricted Cash, at the Beginning of the Period | |||||||||||
| Cash and Cash Equivalents, including Restricted Cash, at the End of the Period | $ | $ | |||||||||
| Less Cash and Cash Equivalents included in Assets held for spin | $ | ( | |||||||||
| Cash and Cash Equivalents, including Restricted Cash of Continuing Operations at the End of the Period | $ | $ | |||||||||
Page 10
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.Basis of Presentation
Unless the context otherwise requires:
•References herein to “Jacobs” are to Jacobs Solutions Inc. and its predecessors;
•References herein to the “Company”, “we”, “us” or “our” are to Jacobs Solutions Inc. and its consolidated subsidiaries; and
•References herein to the “Group” are to the combined economic interests and activities of the Company and the persons and entities holding noncontrolling interests in our consolidated subsidiaries.
On August 29, 2022, Jacobs Engineering Group Inc. ("JEGI"), the predecessor to Jacobs Solutions Inc., implemented a holding company structure, which resulted in Jacobs Solutions Inc. becoming the parent company of, and successor issuer to, JEGI (the "Holding Company Reorganization"). For purposes of this report, references to Jacobs and the "Company", "we", "us" or "our" or our management or business at any point prior to 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 March 28, 2025, and for the three and six months ended March 28, 2025.
Our interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year.
On September 27, 2024, Jacobs Solutions Inc. ("Jacobs") completed the previously announced Reverse Morris Trust transaction pursuant to which (i) Jacobs first transferred its Critical Mission Solutions business (“CMS”) and portions of its Divergent Solutions (“DVS”) business (referred to herein as the Cyber & Intelligence business (“C&I”) and together with CMS referred to as the “SpinCo Business”), to Amazon Holdco Inc., a Delaware corporation, that was subsequently renamed Amentum Holdings, Inc. (“SpinCo”) (the “Separation”), (ii) Jacobs then effectuated a spin-off of SpinCo by distributing 124,084,108 shares of SpinCo common stock, par value $0.01 per share (the “SpinCo Common Stock”) by way of a pro rata distribution to its shareholders such that each holder of shares of Jacobs common stock, par value $1.00 per share, (the “Jacobs Common Stock”) was entitled to receive one share of SpinCo Common Stock for each share of Jacobs Common Stock held as of the record date, September 23, 2024 (the “Distribution”), and (iii) finally, Amentum Parent Holdings LLC merged with and into SpinCo, with SpinCo surviving the merger (the “Merger” and together with the Separation and the Distribution, the “Separation Transaction”).
As a result of the Separation, substantially all SpinCo Business-related assets and liabilities have been separated and distributed (the "Disposal Group"). The Company determined that the Disposal Group should be reported as discontinued operations in accordance with ASC 205-20, Discontinued Operations because their disposal represents a strategic shift that had a major effect on the Company's operations and financial results. As such, the financial results of the SpinCo Business are reflected in the Company's Consolidated Statements of Earnings as well as relevant disclosures as discontinued operations for all periods presented. See Note 15- Discontinued Operations for more information.
2. Use of Estimates and Assumptions
The preparation of financial statements in conformity with U.S. GAAP requires us to employ estimates and make assumptions that affect the reported amounts of certain assets and liabilities; the revenues and expenses reported for the periods covered by the financial statements; and certain amounts disclosed in these Notes to the Consolidated Financial Statements. Although such estimates and assumptions are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available and past experience, actual results
Page 11
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
could differ significantly from those estimates and assumptions. Our estimates, judgments and assumptions are evaluated periodically and adjusted accordingly.
3. Fair Value and Fair Value Measurements
Certain amounts included in the accompanying consolidated financial statements are presented at fair value. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the date fair value is determined (the “measurement date”). When determining fair value, we consider the principal or most advantageous market in which we would transact, and we consider only those assumptions we believe a typical market participant would consider when pricing an asset or liability. In measuring fair value, we use the following inputs in the order of priority indicated:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than quoted prices in active markets included in Level 1, such as (i) quoted prices for similar assets or liabilities; (ii) quoted prices in markets that have insufficient volume or infrequent transactions (e.g., less active markets); and (iii) model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data for substantially the full term of the asset or liability.
Level 3 - Unobservable inputs to the valuation methodology that are significant to the fair value measurement.
Please refer to Note 2- Significant Accounting Policies of Notes to Consolidated Financial Statements included in our 2024 Form 10-K for a more complete discussion of the various items within the consolidated financial statements measured at fair value and the methods used to determine fair value. Please also refer to Note 18- Commitments and Contingencies and Derivative Financial Instruments for discussion regarding the Company's derivative instruments Note 15- 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 and six months ended March 28, 2025 and March 29, 2024 (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| March 28, 2025 | March 29, 2024 | March 28, 2025 | March 29, 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Canada | |||||||||||||||||||||||
| Asia | |||||||||||||||||||||||
| India | |||||||||||||||||||||||
| Australia and New Zealand | |||||||||||||||||||||||
| Middle East and Africa | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Contract Liabilities
Contract liabilities represent amounts billed to clients in excess of revenue recognized to date. Revenue recognized for the three and six months ended March 28, 2025 that was previously included in the contract liability balance on September 27, 2024 was $172.2 million and $583.0 million, respectively. Revenue recognized for the three and six months ended March 29, 2024 that was included in the contract liability balance on September 29, 2023 was $98.0 million and $437.4 million, respectively.
Remaining Performance Obligations
The Company’s remaining performance obligations as of March 28, 2025 represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. The Company had approximately $15.2 billion in remaining performance obligations as of March 28, 2025. 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 and six months ended March 28, 2025 and March 29, 2024 (in thousands):
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JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| March 28, 2025 | March 29, 2024 | March 28, 2025 | March 29, 2024 | ||||||||||||||||||||
| Numerator for Basic and Diluted EPS: | |||||||||||||||||||||||
| Net earnings (loss) attributable to Jacobs from continuing operations | $ | $ | $ | ( | $ | ||||||||||||||||||
Preferred Redeemable Noncontrolling interests redemption value adjustment (See Note 16- PA Consulting Redeemable Noncontrolling Interests) | |||||||||||||||||||||||
| Net earnings (loss) from continuing operations allocated to common stock for EPS calculation | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net (loss) earnings from discontinued operations allocated to common stock for EPS calculation | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Net earnings (loss) allocated to common stock for EPS calculation | $ | $ | $ | ( | $ | ||||||||||||||||||
| Denominator for Basic and Diluted EPS: | |||||||||||||||||||||||
| Shares used for calculating basic EPS attributable to common stock | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Stock compensation plans (1) | |||||||||||||||||||||||
| Shares used for calculating diluted EPS attributable to common stock | |||||||||||||||||||||||
| Net Earnings Per Share: | |||||||||||||||||||||||
| Basic Net Earnings from Continuing Operations Per Share | $ | $ | $ | $ | |||||||||||||||||||
| Basic Net (Loss) Earnings from Discontinued Operations Per Share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Basic Earnings (Loss) Per Share | $ | $ | $ | ( | $ | ||||||||||||||||||
| Diluted Net Earnings from Continuing Operations Per Share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted Net (Loss) Earnings from Discontinued Operations Per Share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted Earnings (Loss) Per Share | $ | $ | $ | ( | $ | ||||||||||||||||||
Note: Per share amounts may not add due to rounding. | |||||||||||||||||||||||
(1) For the six months ended March 28, 2025, because net (loss) earnings from continuing operations was a loss, the effect of antidilutive securities of | |||||||||||||||||||||||
Share Repurchases
On January 16, 2020, the Company's Board of Directors authorized a share repurchase program of up to $ On January 30, 2025, the Company's Board of Directors authorized an incremental share repurchase program of up to $ | ||
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JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following table summarizes repurchase activity for fiscal 2025 under the 2023 Repurchase Authorization through the second fiscal quarter of 2025:
| Amount Authorized (2023 Repurchase Authorization) | Average Price Per Share (1) | Total Shares Repurchased and Retired | ||||||||||||
| $ | $ | |||||||||||||
(1)Includes commissions paid and excise tax due under the Inflation Reduction Act of 2022 and calculated at the average price per share.
The following table summarizes repurchase activity for fiscal 2025 under the 2025 Repurchase Authorization through the second fiscal quarter of 2025:
Amount Authorized (2025 Repurchase Authorization) | Average Price Per Share (1) | Total Shares Repurchased and Retired | ||||||||||||
| $ | $ | |||||||||||||
(1)Includes commissions paid and excise tax due under the Inflation Reduction Act of 2022 and calculated at the average price per share.
Our share repurchase program does not obligate the Company to purchase any shares. Share repurchases may be executed through various means including, without limitation, accelerated share repurchases, open market transactions, privately negotiated transactions, purchases pursuant to Rule 10b5-1 plans or otherwise. The authorization for the share repurchase programs may be terminated, increased or decreased by the Company’s Board of Directors in its discretion at any time. The timing, amount and manner of share repurchases may depend upon market conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, currency fluctuations, the market price of the Company's common stock, other uses of capital and other factors. | ||
Cash Dividends
On April 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 June 20, 2025, to shareholders of record on the close of business on May 23, 2025. Future dividend declarations are subject to review and approval by the Company’s Board of Directors. Dividends paid through the second fiscal quarter of 2025 and the preceding fiscal year are as follows:
| Declaration Date | Record Date | Payment Date | Cash Amount (per share) | |||||||||||||||||
| January 30, 2025 | February 21, 2025 | March 21, 2025 | $ | |||||||||||||||||
| September 26, 2024 | October 25, 2024 | November 22, 2024 | $ | |||||||||||||||||
| July 11, 2024 | July 26, 2024 | August 23, 2024 | $ | |||||||||||||||||
| May 2, 2024 | May 24, 2024 | June 21, 2024 | $ | |||||||||||||||||
| January 25, 2024 | February 23, 2024 | March 22, 2024 | $ | |||||||||||||||||
| September 28, 2023 | October 27, 2023 | November 9, 2023 | $ | |||||||||||||||||
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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 March 28, 2025 and September 27, 2024 was as follows (in thousands):
| Infrastructure & Advanced Facilities | PA Consulting | Total | |||||||||||||||
| Balance September 27, 2024 | $ | $ | $ | ||||||||||||||
| Foreign currency translation adjustments and other | ( | ( | ( | ||||||||||||||
| Balance March 28, 2025 | $ | $ | $ | ||||||||||||||
The following table provides certain information related to the Company’s acquired intangibles in the accompanying Consolidated Balance Sheets at March 28, 2025 and September 27, 2024 (in thousands):
| Customer Relationships, Contracts and Backlog | Developed Technology | Trade Names | Total | ||||||||||||||||||||
| Balance September 27, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| Amortization | ( | ( | ( | ( | |||||||||||||||||||
| Foreign currency translation adjustments and other | ( | ( | ( | ( | |||||||||||||||||||
| Balance March 28, 2025 | $ | $ | $ | $ | |||||||||||||||||||
The following table presents estimated amortization expense of intangible assets for the remainder of fiscal 2025 and for the succeeding years.
| Fiscal Year | (in millions) | |||||||
| 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
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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 March 28, 2025 and September 27, 2024, as well as certain other related information (in thousands):
| March 28, 2025 | September 27, 2024 | ||||||||||
| Components of receivables and contract assets: | |||||||||||
| Amounts billed, net | $ | $ | |||||||||
| Unbilled receivables and other | |||||||||||
| Contract assets | |||||||||||
| Total receivables and contract assets, net | $ | $ | |||||||||
Amounts billed, net consist of amounts invoiced to clients in accordance with the terms of our client contracts and are shown net of an allowance for expected credit losses. We anticipate that substantially all of such billed amounts will be collected over the next twelve months.
Unbilled receivables and other, which represent an unconditional right to payment subject only to the passage of time, are reclassified to amounts billed when they are billed under the terms of the contract. We anticipate that substantially all of such unbilled amounts will be billed and collected over the next twelve months.
Contract assets represent unbilled amounts where the right to payment is subject to more than merely the passage of time and includes performance-based incentives and services that have been provided in advance of agreed contractual milestones. Contract assets are transferred to unbilled receivables when the right to consideration becomes unconditional and are transferred to amounts billed upon invoicing.
9. Accumulated Other Comprehensive Income (Loss)
The following table presents the Company's roll forward of accumulated other comprehensive loss after-tax as of March 28, 2025 (in thousands):
| Change in Net Pension Obligation | Foreign Currency Translation Adjustments (1) | Gain/(Loss) on Cash Flow Hedges (2) | Total | ||||||||||||||||||||
Balance at September 27, 2024 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Reclassifications from accumulated other comprehensive loss | ( | ( | |||||||||||||||||||||
Balance at March 28, 2025 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
(1) Included in foreign currency translation adjustments were $(1.0 ) million and $(21.2 ) million in unrealized losses on long-term foreign currency denominated intercompany loans not anticipated to be settled in the foreseeable future for the six months ended March 28, 2025 and March 29, 2024.
(2) Included in the Company’s cumulative net unrealized gains from interest rate and cross currency swaps recorded in accumulated other comprehensive loss as of March 28, 2025 were approximately $6.5 million in unrealized gains, net of taxes, which are expected to be realized in earnings during the twelve months subsequent to March 28, 2025.
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JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
10. Income Taxes
The Company’s effective tax rates from continuing operations for the three months ended March 28, 2025 and March 29, 2024 were | ||
The most significant item contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0% and the Company's effective tax rate of | ||
The Company’s effective tax rates from continuing operations for the six months ended March 28, 2025 and March 29, 2024 were | ||
The most significant item contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0% and the Company's effective tax rate of | ||
| 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 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 $157.3 million and $134.2 million, respectively, as of March 28, 2025 and $161.9 million and $122.7 million, respectively, as of September 27, 2024. There are no consolidated VIEs that have debt or credit facilities.
For the Company's proportionate consolidated VIEs, the carrying value of assets and liabilities was $126.6 million and $117.7 million, respectively, as of March 28, 2025, and $138.8 million and $138.0 million, respectively, as of September 27, 2024.
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JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The carrying values of our investments in equity method joint ventures in the Consolidated Balance Sheets (reported in Other Noncurrent Assets: Miscellaneous) as of March 28, 2025 and September 27, 2024 were $35.6 million and $36.6 million, respectively. Additionally, net (loss) income from equity method joint ventures (reported in Revenues in the Consolidated Statements of Earnings) was $(0.2 ) million and $3.8 million, respectively, during the three months ended March 28, 2025 and March 29, 2024, with $3.5 million and $6.5 million respectively, for the corresponding six month periods. As of March 28, 2025, the Company's equity method investment carrying values do not include material amounts exceeding their share of the respective joint ventures' reported net assets.
Accounts receivable from unconsolidated joint ventures accounted for under the equity method was $20.7 million and $12.3 million as of March 28, 2025 and September 27, 2024, respectively.
12. Borrowings
At March 28, 2025 and September 27, 2024, long-term debt consisted of the following (principal amounts in thousands):
| Interest Rate | Maturity | March 28, 2025 | September 27, 2024 | ||||||||||||||||||||
| Revolving Credit Facility | Benchmark + applicable margin (1) | February 2028 | $ | $ | |||||||||||||||||||
| 2021 Term Loan Facility - USD Portion | Benchmark + applicable margin (2) | February 2026 | |||||||||||||||||||||
| 2021 Term Loan Facility - GBP Portion | Benchmark + applicable margin (2) | September 2025 | |||||||||||||||||||||
| 2025 Term Loan Facility - USD Portion | Benchmark + applicable margin (3) | March 2027 | |||||||||||||||||||||
| 2025 Term Loan Facility - GBP Portion | Benchmark + applicable margin (3) | March 2027 | |||||||||||||||||||||
| Fixed-rate: | |||||||||||||||||||||||
| March 2033 | |||||||||||||||||||||||
| August 2028 | |||||||||||||||||||||||
| Less: Current Portion (5) | ( | ||||||||||||||||||||||
| Less: Deferred Financing Fees | ( | ( | |||||||||||||||||||||
| Total Long-term debt, net | $ | $ | |||||||||||||||||||||
(1)The U.S. dollar denominated borrowings under the Revolving Credit Facility bear interest at either a SOFR rate plus a margin of between 0.975 % and 1.725 % or a base rate plus a margin of between 0 % and 0.625 % depending on the Company’s Consolidated Leverage Ratio or Debt Rating (each as defined in the Revolving Credit Facility (defined below)). The interest rate under the Revolving Credit Agreement also incorporates a modest sustainability-linked pricing adjustment, which resulted in a favorable interest rate adjustment to the Company in February 2025. The applicable SOFR rates including applicable margins at March 28, 2025 and September 27, 2024 were approximately 5.50 % 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 March 28, 2025.
(2)The U.S. dollar denominated borrowings under the 2021 Term Loan Facility bear interest at either a SOFR rate plus a margin of between 0.975 % and 1.725 % or a base rate plus a margin of between 0 % and 0.625 % depending on the Company’s Consolidated Leverage Ratio or Debt Rating (each as defined in the Amended and Restated Term Loan Agreement (defined below)). The applicable SOFR rate including applicable margins for borrowings denominated in U.S. dollars at September 27, 2024 was approximately 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 6.23 % at September 27, 2024.
(3)Borrowings under the 2025 Term Loan Facility will bear interest at either a SONIA rate or term SOFR rate plus a margin of between 0.975 % and 1.60 % or a base rate plus a margin of between 0 % and 0.50 % depending on the Company’s Consolidated Leverage Ratio. The applicable SOFR rate including applicable margins at March 28, 2025 was approximately 5.42 % for borrowings denominated in U.S. dollars and 5.46 % for borrowings denominated in British pounds.
(4)The interest rate payable on the 5.90 % Bonds (as defined below) may be increased by an additional 12.5 basis points on each of September 1, 2028 and September 1, 2030, based on whether or not the Company achieves the key performance indicators set
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JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
forth in the First Supplemental Indenture (as defined below). Each key performance indicator is independent of the other. Therefore, we may achieve one, both, or neither.
We believe the carrying values of the Revolving Credit Facility and the 2025 Term Loan Facility approximates fair value based on the interest rates and scheduled maturities applicable to the outstanding borrowings. At March 28, 2025, the fair value of the 5.90 % Bonds and the 6.35 % bonds is estimated to be $511.4 million and $626.3 million, respectively, based on Level 2 inputs. The fair value is determined by discounting future cash flows using interest rates available for issuances with similar terms and average maturities.
Revolving Credit Facility and Term Loans
The Company and certain of its subsidiaries maintain an unsecured revolving credit facility (the “Revolving Credit Facility”) established under a third amended and restated credit agreement, dated February 6, 2023 (the "Revolving Credit Agreement"), among Jacobs and certain of its subsidiaries as borrowers and a syndicate of U.S. and international banks and financial institutions. Amounts up to $2.25 billion in credit extensions under the Revolving Credit Facility can be funded in U.S. dollars, British Sterling, Euros, Canadian dollars, Australian dollars, Swedish Krona, Singapore dollars and other agreed upon alternative currencies. The Revolving Credit Agreement also provides for a financial letter of credit sub facility of $400.0 million, permits performance letters of credit, and provides for a $100.0 million sub facility for swing line loans. Letters of credit are subject to fees based on the Company’s Consolidated Leverage Ratio and Debt Rating, whichever is more favorable to the Company. The maturity date of the Revolving Credit Facility is February 6, 2028. The Company is a guarantor of the obligations of JEGI and its subsidiaries under the Revolving Credit Agreement.
The Company and JEGI maintained an unsecured delayed draft term loan facility (the “2021 Term Loan Facility”) established under an amended and restated term loan agreement dated February 6, 2023 (the "Amended and Restated Term Loan Agreement"), by and among the Company and JEGI and a syndicate of banks and financial institutions. JEGI borrowed $200.0 million and £650.0 million of term loans under the 2021 Term Loan Facility (reflecting scheduled maturities in February 2026 and September 2025, respectively) and the proceeds of such term loans were used primarily to fund JEGI's investment in PA Consulting.
On March 13, 2025, the Company exchanged approximately 19.5 million shares of our investment in Amentum Holdings, Inc. for approximately £239.8 million, or $311.5 million, in aggregate principal amount under the 2021 Term Loan Facility in an equity-for-debt transaction (the "Equity-for-Debt Transaction"). The aggregate principal amount of debt was immediately extinguished, and the Company received no other consideration (cash or otherwise) in connection with the exchange. For more information, please refer to Note 15 - Discontinued Operations. In connection with the Equity-for-Debt Transaction, $20.5 million in discounts and expenses were recognized as loss on extinguishment of debt.
On March 27, 2025, the Company, as guarantor, and JEGI, as borrower, entered into a term loan agreement (the “2025 Term Loan Facility”) with Bank of America, N.A., as administrative agent and sole lead arranger, and the lenders party thereto. Under the 2025 Term Loan Facility, JEGI borrowed a $200.0 million term loan and £410.0 million term loan for a term of two-years from the date of initial funding, maturing on March 26, 2027. The proceeds from the 2025 Term Loan Facility were used to repay the remaining outstanding 2021 Term Loan Facility principal equal to $120.0 million and £410.2 million, or $531.6 million, with the remaining proceeds used for general corporate purposes.
We were in compliance with the covenants under the Revolving Credit Facility and 2025 Term Loan Facility at March 28, 2025.
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JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
On February 16, 2023, JEGI completed an offering of $500.0 million aggregate principal amount of 5.90 % Bonds due 2033 (the “5.90 % Bonds”). The 5.90 % Bonds are fully and unconditionally guaranteed by the Company (the “5.90 % Bonds Guarantee”). The 5.90 % Bonds and the 5.90 % Bonds Guarantee were offered pursuant to a prospectus supplement, dated February 13, 2023, to the prospectus dated February 6, 2023, that forms a part of the Company's and JEGI’s automatic shelf registration statement on Form S-3ASR previously filed with the SEC, and were issued pursuant to an Indenture, dated as of February 16, 2023, between JEGI, as issuer, the Company, as guarantor, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of February 16, 2023 (the “First Supplemental Indenture”). Interest on the 5.90 % Bonds is payable semi-annually in arrears on each March 1 and September 1, until maturity. The 5.90 % Bonds bear interest at 5.90 % per annum, subject to adjustments as discussed in note (4) to the table above.
Prior to December 1, 2032 (the “5.90 % Bonds Par Call Date”), JEGI may redeem the 5.90 % Bonds at its option, in whole or in part, at any time and from time to time, at the redemption price calculated by JEGI (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the 5.90 % Bonds being redeemed, assuming that such 5.90 % Bonds matured on the 5.90 % Bonds Par Call Date, discounted to the redemption date on a semiannual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the First Supplemental Indenture) plus 35 basis points, less (b) interest accrued to the redemption date, and (2) 100 % of the principal amount of such 5.90 % Bonds to be redeemed, plus, in either case, accrued and unpaid interest on the 5.90 % Bonds, if any, to, but excluding, the redemption date. At any time and from time to time on or after the 5.90 % Bonds Par Call Date, JEGI may redeem the 5.90 % Bonds, at its option, in whole or in part, at a redemption price equal to 100 % of the principal amount of the 5.90 % Bonds to be redeemed, plus accrued and unpaid interest thereon, if any, up to, but excluding, the redemption date.
On August 18, 2023, JEGI completed an offering of $600.0 million aggregate principal amount of 6.35 % Bonds due 2028 (the “6.35 % Bonds”). The 6.35 % Bonds are fully and unconditionally guaranteed by the Company (the “6.35 % Bonds Guarantee”). The 6.35 % Bonds and the 6.35 % Bonds Guarantee were offered pursuant to a prospectus supplement, dated August 15, 2023, to the prospectus dated February 6, 2023, that forms a part of the Company and JEGI’s automatic shelf registration statement on Form S-3ASR previously filed with the SEC, and were issued pursuant to the Indenture, as amended and supplemented by the Second Supplemental Indenture, dated as of August 18, 2023 (the “Second Supplemental Indenture”). Interest on the 6.35 % Bonds is payable semi-annually in arrears on each February 18 and August 18, until maturity. The Notes will bear interest at a rate of 6.35 % per annum and will mature on August 18, 2028. The 6.35 % Bonds bear interest at 6.35 % per annum.
Prior to July 18, 2028 (the “6.35 % Bonds Par Call Date”), JEGI may redeem the 6.35 % Bonds at its option, in whole or in part, at any time and from time to time, at the redemption price calculated by JEGI (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the 6.35 % Bonds being redeemed, assuming that such 6.35 % Bonds matured on the 6.35 % Bonds Par Call Date, discounted to the redemption date on a semiannual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the Second Supplemental Indenture) plus 30 basis points, less (b) interest accrued to the redemption date, and (2) 100 % of the principal amount of such 6.35 % Bonds to be redeemed, plus, in either case, accrued and unpaid interest on the 6.35 % Bonds, if any, to, but excluding, the redemption date. At any time and from time to time on or after the 6.35 % Bonds Par Call Date, JEGI may redeem the 6.35 % Bonds, at its option, in whole or in part, at a redemption price equal to 100 % of the principal amount of the 6.35 % Bonds to be redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
Other arrangements
During fiscal 2020, the Company entered into interest rate and cross currency derivative contracts to swap a portion of our variable rate debt to fixed rate debt. See Note 18- Commitments and Contingencies and Derivative Financial Instruments for discussion regarding the Company's derivative instruments.
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JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The Company issued $0.5 million in letters of credit under the Revolving Credit Facility, leaving $1.44 billion of available borrowing capacity under the Revolving Credit Facility at March 28, 2025. In addition, the Company had issued $255.8 million under various separate, committed and uncommitted letter-of-credit facilities for total issued letters of credit of $256.3 million at March 28, 2025.
13. Leases
The components of lease expense (reflected in selling, general and administrative expenses ("SG&A")) for the three and six months ended March 28, 2025 and March 29, 2024 were as follows (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| March 28, 2025 | March 29, 2024 | March 28, 2025 | March 29, 2024 | |||||||||||||||||||||||
| Lease expense | ||||||||||||||||||||||||||
| Operating lease expense | $ | $ | $ | $ | ||||||||||||||||||||||
| Variable lease expense | ||||||||||||||||||||||||||
| Sublease income | ( | ( | ( | ( | ||||||||||||||||||||||
| Total lease expense | $ | $ | $ | $ | ||||||||||||||||||||||
Supplemental information related to the Company's leases for the six months ended March 28, 2025 and March 29, 2024 was as follows (in thousands):
| Six Months Ended | ||||||||||||||
| March 28, 2025 | March 29, 2024 | |||||||||||||
| Cash paid for amounts included in the measurements of lease liabilities | $ | $ | ||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | ||||||||||||
| Weighted average remaining lease term - operating leases | ||||||||||||||
| Weighted average discount rate - operating leases | ||||||||||||||
Total remaining lease payments under the Company's leases for the remainder of fiscal 2025 and for the succeeding years is as follows (in thousands):
| Fiscal Year | Operating Leases | |||||||
| 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Less Interest | ( | |||||||
| $ | ||||||||
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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 and six months ended March 28, 2025 and March 29, 2024 (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| March 28, 2025 | March 29, 2024 | March 28, 2025 | March 29, 2024 | ||||||||||||||||||||
| Component: | |||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of previously unrecognized items | |||||||||||||||||||||||
| Total net periodic pension benefit expense recognized | $ | $ | $ | $ | |||||||||||||||||||
The service cost component of net periodic pension benefit is presented in the same line item as other compensation costs (direct cost of contracts and selling, general and administrative expenses) and the other components of net periodic pension expense are presented in miscellaneous income (expense), net on the Consolidated Statements of Earnings.
The following table presents certain information regarding the Company’s cash contributions to our pension plans for fiscal 2025 (in thousands):
Cash contributions made during the first six months of fiscal 2025 | $ | ||||
Cash contributions projected for the remainder of fiscal 2025 | |||||
| Total | $ | ||||
15.Discontinued Operations
Separation of Critical Mission Solutions (“CMS”) and Cyber & Intelligence (“C&I”) Businesses
On September 27, 2024, Jacobs completed the previously announced Reverse Morris Trust transaction pursuant to which (i) Jacobs first transferred its CMS and portions of its DVS business to Amazon Holdco Inc., a Delaware corporation ("SpinCo"), which has since been renamed Amentum Holdings, Inc., (ii) Jacobs then effectuated a spin-off of SpinCo by distributing 124,084,108 shares of SpinCo Common Stock, by way of a pro rata distribution to its shareholders such that each holder of shares of Jacobs Common Stock was entitled to receive one share of SpinCo Common Stock for each share of Jacobs common stock held as of the record date, September 23, 2024 (the "Distribution"), and (iii) finally, Amentum Parent Holdings LLC merged with and into SpinCo, with SpinCo surviving the merger (the "Merger"). Amentum Holdings, Inc., as the surviving entity of the Separation Transaction is now an independent public company with common stock listed on the New York Stock Exchange under the symbol “AMTM” (“Amentum”).
In connection and in accordance with the terms of the Separation Transaction and prior to the Distribution and the Merger, Jacobs received a cash payment from SpinCo of approximately $911 million, after adjustments based on the estimated levels of cash, debt and working capital in the SpinCo Business as of the transaction date, and recorded estimated additional net working capital receivable amounts reflected in Receivables and Contract Assets in the Company's September 27, 2024 Consolidated Balance Sheet, subject to final settlement between the parties after the closing of the transaction and as set forth in the Agreement and Plan of Merger, dated as of November 20, 2023 (as amended, the “Merger Agreement"). Subsequent to the closing and upon final determination in March 2025, the parties determined that the Company was entitled to $70 million in final settlement of the post-closing working capital adjustment, resulting in a $24 million reduction from preliminary recorded receivable amounts, which was charged to Retained Earnings in the Company's Consolidated Balance Sheet. The $70 million final receivable balance was collected in
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JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
full on April 10, 2025 and immediately utilized to pay down existing amounts owed on Company’s Revolving Credit Facility upon receipt.
Summarized Financial Information of Discontinued Operations
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| March 28, 2025 | March 29, 2024 | March 28, 2025 | March 29, 2024 | ||||||||||||||||||||
| Revenues | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Direct cost of contracts | ( | ( | ( | ||||||||||||||||||||
Gross (loss) profit | ( | ( | |||||||||||||||||||||
Selling, general and administrative expense (1) | ( | ( | ( | ( | |||||||||||||||||||
Operating (Loss) Profit | ( | ( | |||||||||||||||||||||
Other income, net | ( | ||||||||||||||||||||||
(Loss) Earnings Before Taxes from Discontinued Operations | ( | ( | |||||||||||||||||||||
Income Tax Benefit (Expense) | ( | ( | |||||||||||||||||||||
Net (Loss) Earnings of the Group from Discontinued Operations | ( | ( | |||||||||||||||||||||
Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations | ( | ( | |||||||||||||||||||||
Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations | $ | ( | $ | $ | ( | $ | |||||||||||||||||
(1)The change year-over-year was primarily driven by prior year operating results of the SpinCo Business, which were divested and therefore are no longer in Company's financial results in fiscal year 2025.
Notable components included in our Consolidated Statements of Cash Flows for these discontinued operations are as follows (in thousands):
| Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| March 28, 2025 | March 29, 2024 | March 28, 2025 | March 29, 2024 | ||||||||||||||||||||
| Depreciation and amortization: | |||||||||||||||||||||||
| Property, equipment and improvements | $ | $ | $ | $ | |||||||||||||||||||
| Intangible assets | $ | $ | $ | $ | |||||||||||||||||||
| Deferred income taxes | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Additions to property and equipment | $ | $ | ( | $ | $ | ( | |||||||||||||||||
No assets and liabilities remain held for spin as of the September 27, 2024 balance sheet date.
Investment in Amentum Stock
As a result of the Separation Transaction on September 27, 2024, Jacobs held approximately 29.2 million of the outstanding shares of Amentum common stock initially recorded on a net book value basis under spin-off accounting rules.
Following the Merger and in accordance with the Escrow Agreement, Jacobs transferred approximately 10.9 million of the 29.2 million of Amentum shares held into escrow to be held and distributed between the parties based on terms and conditions set forth in the Merger Agreement. The entire 29.2 million shares of Amentum, consisting of both the 10.9 million in escrow shares and the remaining 18.3 million shares owned by Jacobs was reflected in the Company’s September 27, 2024 Consolidated Balance Sheet pending final settlement of the escrow shares at a recorded fair value of $749.5 million.
Page 25
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
In February 2025, in connection with the determination of SpinCo’s fiscal year 2024 performance against certain agreed upon milestones and ensuing escrow share settlement proceedings (the “Post-Closing Additional Merger Consideration Adjustment”), the parties agreed that Jacobs was entitled to receive at least an additional 1.2 million shares held in escrow, which were then released to Jacobs. Subsequently, on March 13, 2025, Jacobs completed the Equity-for-Debt Transaction (see Note 12- Borrowings for additional information). After giving effect to the above transactions, the Company's remaining investment in Amentum represented the 9.7 million shares remaining in escrow at a fair value of $175.9 million reported on the Company's March 28, 2025 Consolidated Balance Sheet.
Further, on April 9, 2025, the parties agreed to a final determination of the Post-Closing Additional Merger Consideration Adjustment, pursuant to which Jacobs became entitled to receive approximately 7.3 million Amentum shares from the 9.7 million shares held in escrow, and former equity sponsors became entitled to receive the remainder of approximately 2.4 million shares. These amounts were subsequently released to the respective parties. The finalization of the shares deemed owed to the former Amentum equity sponsors resulted in approximately $21.9 million in charges to Miscellaneous Expense in the Company's three months ended March 28, 2025 Consolidated Statement of Earnings and a corresponding final liability balance of $44.0 million for the fair value of the shares owed to the former Amentum equity sponsors included in Accrued Liabilities as reported on the Company's March 28, 2025 Consolidated Balance Sheet.
Finally, on April 30th, 2025, the Jacobs Board of Directors declared an in kind dividend to distribute the remaining 7.3 million shares of Amentum's stock to Jacobs’ shareholders of record as of May 16, 2025, to be distributed on a pro rata basis on May 30, 2025.
The Company reported $109.5 million and $254.7 million in fair value mark-to-market and other related charges associated with the investment in Amentum shares for the three and six month periods ending March 28, 2025, respectively, which was included in Miscellaneous Expense as reported in Other Income (Expense) in the Company’s Consolidated Statement of Earnings.
Transition Services Agreement
Upon closing of the Separation Transaction, the Company entered into a Transition Services Agreement (the "TSA") with Amentum pursuant to which the Company, on an interim basis, will provide various services to Amentum including corporate, information technology, and project services. The initial term of the TSA began immediately following the closing of the transaction on September 27, 2024 and expires in September 2025. 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 $10.3 million and $21.7 million in TSA related income for such services that is reported in miscellaneous income (expense) for the three and six month periods ended March 28, 2025.
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 and six months ended March 29, 2024, $(0.8 ) million and $(1.3 ) million, respectively, were reported in Net Earnings Attributable to Jacobs from Discontinued Operations on the Consolidated Statement of Earnings related to ECR, with no significant activities during the fiscal 2025 periods presented.
Page 26
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
16. PA Consulting Redeemable Noncontrolling Interests
In connection with the Company's strategic investment in PA Consulting, the Company recorded redeemable noncontrolling interests, including subsequent purchase accounting adjustments, representing the noncontrolling interest holders' equity interests in the form of preferred and common shares of PA Consulting, with substantially all of the value associated with these interests allocable to the preferred shares.
During the first half of 2025 and 2024, PA Consulting repurchased certain shares of the redeemable noncontrolling interest holders for cash amounts of $4.1 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 71
During the first half of 2025, there was a $0.05 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 half 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 six months ended March 28, 2025 are as follows (in thousands):
| Balance at September 27, 2024 | $ | ||||
| Accrued Preferred Dividend to Preference Shareholders | |||||
| Attribution of Preferred Dividend to Common Shareholders | ( | ||||
| Net earnings attributable to redeemable noncontrolling interests to Common Shareholders | |||||
| Redeemable Noncontrolling interests redemption value adjustment | |||||
| Repurchase of redeemable noncontrolling interests | ( | ||||
Cumulative translation adjustments and other | ( | ||||
| Balance at March 28, 2025 | $ | ||||
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 six months of fiscal 2025 and 2024, the Company recorded $13.9 million and $6.8 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's investment in PA Consulting includes $0.8 million and $2.1 million at March 28, 2025 and September 27, 2024, respectively, in cash that is restricted from general use and is reflected in Prepaid expenses and other in the Company's Consolidated Balance Sheets.
Page 27
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
17. Restructuring and Other Charges
During fiscal 2023, the Company implemented restructuring and separation initiatives relating to the Separation Transaction which 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 and six months ended March 28, 2025 and March 29, 2024 (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| March 28, 2025 | March 29, 2024 | March 28, 2025 | March 29, 2024 | ||||||||||||||||||||
Infrastructure & Advanced Facilities | $ | $ | $ | $ | |||||||||||||||||||
| PA Consulting | |||||||||||||||||||||||
Total (1) | $ | $ | $ | $ | |||||||||||||||||||
(1)The three and six months ended March 28, 2025 and March 29, 2024 included approximately $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), which were included in operating profit in the Company's Consolidated Statement of Earnings (mainly in SG&A).
The activity in the Company’s accruals for Restructuring and other charges for the six months ended March 28, 2025 is as follows (in thousands):
Balance at September 27, 2024 | $ | ||||
| Net Charges (Credits) | |||||
| Payments and other | ( | ||||
| Balance at March 28, 2025 | $ | ||||
The following table summarizes the Restructuring and other charges by major type of costs for the three and six months ended March 28, 2025 and March 29, 2024 (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| March 28, 2025 | March 29, 2024 | March 28, 2025 | March 29, 2024 | ||||||||||||||||||||
| Lease Abandonments and Impairments | $ | $ | $ | $ | |||||||||||||||||||
| Terminations | |||||||||||||||||||||||
Outside Services (1) | |||||||||||||||||||||||
Other (2) | |||||||||||||||||||||||
Total | $ | $ | $ | $ | |||||||||||||||||||
(1) Amounts in the three and six months ended March 28, 2025 and March 29, 2024 are comprised of professional services relating to the Separation Transaction.
(2) Amounts in the three and six months ended March 28, 2025 and March 29, 2024 are comprised of charges relating to the Separation Transaction.
Page 28
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Cumulative amounts incurred to date for restructuring and other programs that were active as of March 28, 2025 by each major type of cost are as follows (in thousands):
| Terminations | $ | ||||
| Outside Services | |||||
Other (1) | |||||
| Total | $ | ||||
(1)Cumulative amount includes a $35.2 million realized gain on interest rate swaps settled during the fourth quarter of fiscal 2024.
18. Commitments and Contingencies and Derivative Financial Instruments
Derivative Financial Instruments
The Company is exposed to interest rate risk under its variable rate borrowings and additionally, due to the nature of the Company's international operations, we are at times exposed to foreign currency risk. As such, we sometimes enter into foreign exchange hedging contracts and interest rate hedging contracts in order to limit our exposure to fluctuating foreign currencies and interest rates.
During fiscal 2022, the Company entered into two treasury lock agreements with a total notional value of $500.0 million to manage its interest rate exposure to the anticipated issuance of fixed rate debt before December 2023. On February 13, 2023, the Company settled these treasury lock agreements and issued the 5.90 % Bonds in the aggregate principal amount of $500.0 million, which resulted in the receipt of cash and a pre-tax gain of $37.4 million, which is being amortized to interest expense and recognized over the term of the 5.90 % Bonds. See Note 12- Borrowings for further discussion relating to the terms of the 5.90 % Bonds. The unrealized net gain on these instruments was $22.3 million and $23.6 million, net of tax, and is included in accumulated other comprehensive income as of March 28, 2025 and September 27, 2024, respectively.
In fiscal 2020 we entered into interest rate swap agreements to manage the interest rate exposure on our variable rate loans. By entering into the swap agreements, the Company converted the LIBOR and SONIA rate based liabilities into fixed rate liabilities for a period of to ten years . As of March 28, 2025 and September 27, 2024, the Company has , ten year , outstanding instrument with a notional value of $200.0
The fair value of the interest rate swap at March 28, 2025 and September 27, 2024 was $24.5 million and $23.0 million, respectively, included within miscellaneous other assets on the Consolidated Balance Sheet. The unrealized net gain on the interest rate swap as of March 28, 2025 and September 27, 2024 was $18.6 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 $815.8 million at March 28, 2025 and $827.3 million at September 27, 2024. The length of these contracts currently ranges from to nine months . The fair value of the foreign exchange contracts at March 28, 2025 was $11.3 million, of which $14.7 million is included within current assets and $(3.4 ) million is included within current liabilities on the Consolidated Balance Sheet as of March 28, 2025. The fair value of the contracts as of September 27, 2024 was $15.3 million, of which $15.8 million is included within current assets and $(0.5 ) million is included within current liabilities on the Consolidated Balance Sheet as of September 27, 2024. Associated income statement impacts are included in miscellaneous income (expense) in the Consolidated Statements of Earnings for both periods.
The fair value measurements of these derivatives are being made using Level 2 inputs under ASC 820, Fair Value Measurement, as the measurements are based on observable inputs other than quoted prices in active markets. We are exposed to risk from credit-related losses resulting from nonperformance by counterparties to our financial instruments. We perform credit evaluations of our counterparties under forward exchange and interest rate contracts and expect all counterparties to meet their obligations. We have not experienced credit losses from our counterparties.
Page 29
JACOBS SOLUTIONS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Contractual Guarantees, Legal Proceedings, Claims, Investigations and Insurance
In the normal course of business, we make contractual commitments (some of which are supported by separate guarantees) and on occasion we are a party in a litigation or arbitration proceeding, such as the Consolidated JV Matter (see Note 19- Segment Information). The litigation or arbitration in which we are involved includes personal injury claims, professional liability claims and breach of contract claims. Where we provide a separate guarantee, it is strictly in support of the underlying contractual commitment. Guarantees take various forms including surety bonds required by law, or standby letters of credit ("LOC" and also referred to as “bank guarantees”) or corporate guarantees given to induce a party to enter into a contract with a subsidiary. Standby LOCs are also used as security for advance payments or in various other transactions. The guarantees have various expiration dates ranging from an arbitrary date to completion of our work (e.g., engineering only) to completion of the overall project. We record in the Consolidated Balance Sheets amounts representing our estimated liability relating to such guarantees, litigation and insurance claims. Guarantees are accounted for in accordance with ASC 460-10, Guarantees, at fair value at the inception of the guarantee.
At March 28, 2025 and September 27, 2024, the Company had issued and outstanding approximately $256.3 million and $306.2 million, respectively, in LOCs and $2.4 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 | For the Six Months Ended | ||||||||||||||||||||||
| March 28, 2025 | March 29, 2024 | March 28, 2025 | March 29, 2024 | ||||||||||||||||||||
| Revenues from External Customers: | |||||||||||||||||||||||
| Infrastructure & Advanced Facilities (1) | $ | $ | $ | $ | |||||||||||||||||||
| PA Consulting | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| March 28, 2025 | March 29, 2024 | March 28, 2025 | March 29, 2024 | ||||||||||||||||||||
| Segment Operating Profit: | |||||||||||||||||||||||
| Infrastructure & Advanced Facilities (1) | $ | $ | $ | $ | |||||||||||||||||||
| PA Consulting | |||||||||||||||||||||||
| Total Segment Operating Profit | |||||||||||||||||||||||
Restructuring, Transaction and Other Charges (2) | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of Intangible Assets | ( | ( | ( | ( | |||||||||||||||||||
| Total U.S. GAAP Operating Profit | |||||||||||||||||||||||
Total Other Expense, net (3) | ( | ( | ( | ( | |||||||||||||||||||
| Earnings from Continuing Operations Before Taxes | $ | $ | $ | $ | |||||||||||||||||||
| (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 | ||||
| (2) | The three and six months ended March 28, 2025 and March 29, 2024 included $ | ||||
| (3) | The three and six months ended March 28, 2025 included $ | ||||
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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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:
•The discussion of the critical and significant accounting policies used by the Company in preparing its consolidated financial statements. The most current discussion of our critical accounting policies appears in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Form 10-K, and the most current discussion of our significant accounting policies appears in Note 2- Significant Accounting Polices in Notes to Consolidated Financial Statements of our 2024 Form 10-K;
•The Company’s fiscal 2024 audited consolidated financial statements and notes thereto included in our 2024 Form 10-K; and
•Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Form 10-K.
In addition to historical information, this MD&A and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as “expects,” “anticipates,” “believes,” “seeks,” “estimates,” “plans,” “intends,” “future,” “will,” “would,” “could,” “can,” “may,” "target," "goal" and similar words are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make concerning the financial condition and results of operations and our expectations as to our future growth, prospects, financial outlook and business strategy and any assumptions underlying any of the foregoing. Although such statements are based on management’s current estimates and expectations, and/or currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain, and you should not place undue reliance on such statements as actual results may differ materially. We caution the reader that there are a variety of risks, uncertainties and other factors that could cause actual results to differ materially from what is contained, projected or implied by our forward-looking statements. Such factors include but are not limited to:
•general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates and foreign currency exchange rates, changes in capital markets and stock market volatility, instability in the banking industry, labor shortages, or the impact of a possible recession or economic downturn or changes to monetary or fiscal policies or priorities in the U.S. and the countries where we do business on our results, prospects and opportunities;
•competition from existing and future competitors in our target markets, as well as the possible reduction in demand for certain of our product solutions and services, including delays in the timing of the award of projects or reduction in funding, or the abandonment of ongoing or anticipated projects due to the financial condition of our clients and suppliers or due to governmental budget constraints or changes to governmental budgetary priorities, or the inability of our clients to meet their payment obligations in a timely manner or at all;
•our ability to fully execute on our corporate strategy, including the impact of acquisitions, strategic alliances, divestitures, and other strategic events resulting from evolving business strategies, including on our ability to maintain our culture and retain key personnel, customers or suppliers, or our ability to achieve the cost-savings and synergies contemplated by our recent acquisitions within the expected time frames or to achieve them fully and to successfully integrate acquired businesses while retaining key personnel, and our ability to invest in the tools needed to implement our strategy;
•financial market risks that may affect us, including by affecting our access to capital, the cost of such capital and/or our funding obligations under defined benefit pension and post-retirement plans;
•legislative changes, including potential changes to the amounts provided for under the Infrastructure Investment and Jobs Act, as well as other legislation and executive orders related to governmental spending, including any directive to federal agencies to reduce federal spending or the size of the federal workforce, and changes in U.S. or
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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;
•increased geopolitical uncertainty and risks, including policy risks and potential civil unrest, relating to the outcome of elections across our key markets and elevated geopolitical tension and conflicts, including the Russia-Ukraine and Israel-Hamas conflicts and the escalating tensions in the Middle East, among others; and
•the impact of any pandemic, and any resulting economic downturn on our results, prospects and opportunities, measures or restrictions imposed by governments and health officials in response to the pandemic, as well as the inability of governments in certain of the countries in which we operate to effectively mitigate the financial or other impacts of any future pandemics or infectious disease outbreaks on their economies and workforces and our operations therein.
The foregoing factors and potential future developments are inherently uncertain, unpredictable and, in many cases, beyond our control. For a description of these and additional factors that may occur that could cause actual results to differ from our forward-looking statements, see the Company’s filings with the U.S. Securities and Exchange Commission, including in particular the discussions contained in our fiscal 2024 Form 10-K under Item 1 - Business, Item 1A - Risk Factors, Item 3 - Legal Proceedings, and Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations; and in this Quarterly Report on Form 10-Q under Part I, Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item 1 - Legal Proceedings and Item 1A - Risk Factors. We undertake no obligation to release publicly any revisions or updates to any forward-looking statements. We encourage you to read carefully the risk factors, as well as the financial and business disclosures contained in this Quarterly Report on Form 10-Q and in other documents we file from time to time with the United States Securities and Exchange Commission (the "SEC").
Business Overview
At Jacobs, 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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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We do not enter into derivative financial instruments for trading, speculation or other similar purposes that would expose the Company to market risk. In the normal course of business, our results of operations are exposed to risks associated with fluctuations in interest rates and currency exchange rates.
Interest Rate Risk
Please see the Note 12- Borrowings in Notes to Consolidated Financial Statements appearing under Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference, for a discussion of the Revolving Credit Facility, Term Loan Facility and Note Purchase Agreement.
Our Revolving Credit Facility, 2025 Term Loan Facility and certain other debt obligations are subject to variable rate interest which could be adversely affected by an increase in interest rates. As of March 28, 2025, we had an aggregate of $1.54 billion in outstanding borrowings under our Revolving Credit Facility and 2025 Term Loan Facility. Interest on amounts borrowed under these agreements is subject to adjustment based on the Company’s Consolidated Leverage Ratio (as defined in the credit agreements governing the Revolving Credit Facility and the 2025 Term Loan Facility). Depending on the Company’s Consolidated Leverage Ratio, borrowings denominated in U.S. dollars under the Revolving Credit Facility bear interest at a SOFR rate plus a margin of between 0.975% and 1.725% or a base rate plus a margin of between 0.0% and 0.625% including applicable margins while borrowings denominated in British pounds under these respective facilities bear interest at an adjusted SONIA rate plus a margin of between 0.908% and 1.658%. Borrowings under the 2025 Term Loan Facility will bear interest at either a SONIA rate or term SOFR rate plus a margin of between 0.975% and 1.60% or a base rate plus a margin of between 0.0% and 0.50%. Additionally, our Revolving Credit Facility and our 5.90% Bonds have interest rates subject to potential increases relating to certain ESG metrics as stipulated in the related agreements and as discussed in Note 12- Borrowings.
However, as discussed in Note 18- Commitments and Contingencies and Derivative Financial Instruments, we are party to a swap agreement with a notional value of $200.0 million to convert the variable rate interest based liabilities associated with a corresponding amount of our debt into fixed interest rate liabilities, leaving $1.34 billion in principal amount subject to variable interest rate risk. Additionally, during fiscal 2022, we entered into two treasury lock arrangements with an aggregate notional value of $500.0 million, which were settled in the second quarter fiscal 2023, and are disclosed in further detail in Note 18- Commitments and Contingencies and Derivative Financial Instruments.
For the six months ended March 28, 2025, our weighted average borrowings that are subject to floating rate exposure were approximately $1.16 billion. If floating interest rates had increased by 1.00%, our interest expense for the six months ended March 28, 2025 would have increased by approximately $5.8 million.
Foreign Currency Risk
In situations where the Company incurs costs in currencies other than our functional currency, we sometimes enter into foreign exchange contracts to limit our exposure to fluctuating foreign currencies. We follow the provisions of ASC 815, Derivatives and Hedging in accounting for our derivative contracts. The Company has $815.8 million in notional value of exchange rate sensitive instruments at March 28, 2025. See Note 18- Commitments and Contingencies and Derivative Financial Instruments for discussion.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure.
The Company’s management, with the participation of its Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of the Company’s disclosure controls and procedures as defined by Rule 13a-15(e) of the Exchange Act defined above, as of March 28, 2025, the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). Based on that evaluation, the Company’s management, with the participation of the Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) concluded that the Company’s disclosure controls and procedures, as of the Evaluation Date, were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting which were identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act during the quarter ended March 28, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The information required by this Item 1 is included in the Note 18- Commitments and Contingencies and Derivative Financial Instruments included in the Notes to Consolidated Financial Statements appearing under Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Item 1A. Risk Factors.
Please refer to Item 1A- Risk Factors in our 2024 Form 10-K, which is incorporated herein by reference, for a discussion of some of the factors that have affected our business, financial condition, and results of operations in the past and which could affect us in the future. There have been no material changes to those risk factors, except for the information disclosed elsewhere in this Quarterly Report on Form 10-Q that provides factual updates to those risk factors and the inclusion of the additional risk factors set forth below. Before making an investment decision with respect to our common stock, you should carefully consider those risk factors, as well as the financial and business disclosures contained in this Quarterly Report on Form 10-Q and our other current and periodic reports filed with the SEC.
Recent international trade issues, including tariffs and counter tariffs, if continued, may have a negative impact on our business generally.
Recently, there have been notable developments in international trade from the imposition of tariffs and counter tariffs in the United States, and in other countries in which we or our customers and suppliers operate. Increases in protectionist measures such as tariffs or import or export licensing requirements, whether imposed by the United States or such other countries, may adversely impact our business by causing a slowdown in global trade and a decrease in government or corporate spending.
These measures may also have the effect of heightening many of the other risks applicable to our business, including risks relating to:
•the impact of inflation and rising interest rates and/or construction costs, particularly on any fixed-price contract, which we may not be able to fully mitigate,
•our failure to meet performance requirements or contractual schedules, including as a result of supply chain disruptions,
•a reduction in the amount of available governmental funding,
•our international operations, including risks of facing backlash from potential customers as a result of being headquartered in the United States, and
•our indebtedness and credit markets.
While tariffs on goods and other trade measures have not yet had a significant impact on our business or results of operations, we are monitoring and evaluating any potential impacts that the imposition of tariffs and other trade measures may have on our business, and considering ways in which we, or our clients, may mitigate the potential impact of such tariffs and other trade measures. There is no assurance that we will be successful in mitigating such impacts. Additionally, we cannot fully predict the further developments that could have a material adverse impact on our business, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There were no sales of unregistered securities during the second fiscal quarter of 2025.
Share Repurchases
On January 25, 2023, the Company's Board of Directors authorized a share repurchase program of up to $1.0 billion of the Company's stock, to expire on January 25, 2026 (the "2023 Repurchase Authorization").
On January 30, 2025, the Company's Board of Directors authorized an incremental share repurchase program of up to $1.5 billion of the Company's common stock, to expire on January 30, 2028 (the "2025 Repurchase Authorization").
An aggregate summary of repurchases of the Company’s common stock made during the second quarter of fiscal 2025 under the 2023 Share Repurchase Authorization and the 2025 Share Repurchase Authorization follows:
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| Period | Total Number of Shares Purchased | Average Price Per Share (1) | Total Number of Shares Purchased under the 2023 and 2025 Repurchase Authorizations | Approximate Dollar Value of Shares that May Yet Be Purchased Under the 2023 and 2025 Repurchase Authorizations | ||||||||||||||||||||||
| December 28, 2024 - January 24, 2025 | 392,787 | $135.59 | 392,787 | $217,531,896 | ||||||||||||||||||||||
| January 25, 2025 - February 21, 2025 | 494,266 | $134.40 | 494,266 | $151,103,572 | ||||||||||||||||||||||
| February 22, 2025 - March 28, 2025 | 1,837,345 | $125.77 | 1,837,345 | $1,420,011,932 | ||||||||||||||||||||||
Total | 2,724,398 | 2,724,398 | ||||||||||||||||||||||||
(1)Includes commissions paid and excise tax due under the Inflation Reduction Act of 2022 and calculated at the average price per share.
Our share repurchase program does not obligate the Company to purchase any shares. Share repurchases may be executed through various means including, without limitation, accelerated share repurchases, open market transactions, privately negotiated transactions, purchases pursuant to Rule 10b5-1 plans or otherwise. The authorization for the share repurchase programs may be terminated, increased or decreased by the Company’s Board of Directors in its discretion at any time. The timing, amount and manner of share repurchases may depend upon market conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, currency fluctuations, the market price of the Company's common stock, other uses of capital and other factors.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosure.
None.
Item 5. Other Information.
During the period covered by this Quarterly Report on Form 10-Q, none of our officers or directors adopted terminated
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Item 6. Exhibits.
2.1 | ||||||||
2.2 | ||||||||
3.1 | ||||||||
3.2 | ||||||||
10.1 | Term Loan Agreement, dated as of March 27, 2025, among Jacobs Solutions Inc, Jacobs Engineering Group Inc., the lender party thereto, and Bank of America, N.A., as Administrative Agent. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on March 27, 2025 and incorporated herein by reference. | |||||||
| 22.1 | ||||||||
31.1* | ||||||||
31.2* | ||||||||
32.1* | ||||||||
32.2* | ||||||||
| 101 | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Earnings, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | |||||||
| 104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2025, (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
JACOBS SOLUTIONS INC.
| By: | /s/ Venk Nathamuni | ||||
| Venk Nathamuni | |||||
Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
| Date: | May 6, 2025 | ||||
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