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What changed in Jacobs Solutions's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Jacobs Solutions's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+488 added−483 removedSource: 10-K (2025-11-20) vs 10-K (2024-11-25)

Top changes in Jacobs Solutions's 2025 10-K

488 paragraphs added · 483 removed · 333 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

54 edited+47 added−67 removed19 unchanged
Biggest changeItem 1. BUSINESS At Jacobs, our foundation guides us to create a more connected and sustainable world. We are challenging today to reinvent tomorrow – delivering outcomes and solutions for the world’s most complex challenges. With a team of approximately 45,000, we provide end-to-end services in advanced manufacturing, cities & places, energy, environmental, life sciences, transportation and water.
Biggest changeWith a global team of approximately 43,000, we provide end-to-end capabilities across advanced manufacturing, cities & places, energy, environmental, life sciences, transportation and water. Our services span advisory and consulting, feasibility and planning, through to design, program delivery and lifecycle management — helping to create a more connected and sustainable world.
As such, the financial results of the SpinCo Business are reflected in our Consolidated Statements of Earnings as discontinued operations for all periods presented. Additionally, current and non-current assets and liabilities of the Disposal Group are reflected as held for spin in the Consolidated Balance Sheet as of September 29, 2023.
As such, the financial results of the SpinCo Business are reflected in our Consolidated Statements of Earnings as discontinued operations for all periods presented. Additionally, current and non-current assets and liabilities of the Disposal Group were reflected as held for spin in the Consolidated Balance Sheet as of September 29, 2023.
PA Consulting's global team of approximately 4,000, which includes strategists, innovators, designers, consultants, digital experts, scientists, engineers and technologists work across seven sectors: consumer and manufacturing, defense and security, energy and utilities, financial services, government, health and life sciences, and transport to make a positive impact alongside the clients it supports, bringing ingenuity to life.
PA Consulting'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.
The SEC maintains a site on the Internet that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is http://www.sec.gov. You may also Page 17 read and download the various reports we file with, or furnish to, the SEC free of charge from our website at www.jacobs.com .
The SEC maintains a site on the Internet that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is http://www.sec.gov. You may also read and download the various reports we file with, or furnish to, the SEC free of charge from our website at www.jacobs.com .
Hill jointly led People & Places Solutions with day-to-day responsibilities for Jacobs' Buildings and Infrastructure global operations outside of North America. In December 2023, Mr. Hill assumed the role of Executive Vice President and President, Global Operations. Ms. Miller joined the Company in 1998. During her almost 25-year career at Jacobs, Ms.
Hill jointly led People & Places Solutions with day-to-day responsibilities for Jacobs' Buildings and Infrastructure global operations outside of North America. In December 2023, Mr. Hill assumed the role of President, Global Operations. Ms. Miller joined the Company in 1998. During her almost 25-year career at Jacobs, Ms.
For additional information regarding our segments, including information about our financial results by segment and financial results by geography, see Note 20 - Segment Information of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.
For additional information regarding our segments, including information about our financial results by segment and financial results by geography, see Note 19- Segment Information of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.
Nathamuni served in several roles at Maxim Integrated Products, Inc. including most recently as Vice President of M&A and corporate development and head of investor relations. He also held a variety of positions at J.P. Morgan, Synopsys, Synplicity and QuickLogic. Ms. Caruso joined the Company in 2012. Prior to becoming Executive Vice President, Chief Legal and Administrative Officer, Ms.
Nathamuni served in several roles at Maxim Integrated Products, Inc. including as Vice President of M&A and corporate development and head of investor relations. He also held a variety of positions at J.P. Morgan, Synopsys, Synplicity and QuickLogic. Ms. Caruso joined the Company in 2012. Prior to becoming Chief Legal and Administrative Officer, Ms.
After the Separation, we reorganized P&PS and our remaining DVS businesses into a more streamlined operating model, Infrastructure & Advanced Facilities ("I&AF"), which enables our collective business teams to collaborate more horizontally. Our CMS LOB and portions of DVS which were included in the separation are now reported as discontinued operations.
After the Separation in fiscal year 2024, we reorganized P&PS and our remaining DVS businesses into a more streamlined operating model, Infrastructure & Advanced Facilities ("I&AF"), which enables our collective business teams to collaborate more horizontally. Our CMS LOB and portions of DVS which were included in the Separation are now reported as discontinued operations.
Nathamuni joined the Company in June 2024 as Executive Vice President and Chief Financial Officer. Mr. Nathamuni served as Chief Financial Officer at Cirrus Logic Inc. from 2022 to 2024. Prior to that, he served as Head of Corporate Finance, M&A, investor relations and IT for Arista Networks. From 2012 to October 2021, Mr.
Nathamuni joined the Company in June 2024 as Chief Financial Officer. Mr. Nathamuni served as Chief Financial Officer at Cirrus Logic Inc. from 2022 to 2024. Prior to that, he served as Head of Corporate Finance, M&A, investor relations and IT for Arista Networks. From 2012 to October 2021, Mr.
Prior to the Separation Transaction, the Company's four operating segments were comprised of its two global lines of business ("LOBs"): Critical Mission Solutions ("CMS") and People Places and Solutions ("P&PS"), its business unit Divergent Solutions ("DVS") and its majority investment in PA Consulting.
A streamlined, focused business Prior to the Separation Transaction, the Company's four operating segments were comprised of its two global lines of business ("LOBs"): Critical Mission Solutions ("CMS") and People Places and Solutions ("P&PS"), its business unit Divergent Solutions ("DVS") and its majority investment in PA Consulting.
Page 10 Significant Customers The following table sets forth the percentage of total revenues earned directly or indirectly from agencies of the U.S. federal government for each of the last three fiscal years: 2024 2023 2022 10% 9% 8% Given the percentage of total revenue derived directly from the U.S. federal government, the loss of U.S. federal government agencies as customers could have a material adverse effect on the Company.
Significant Customers The following table sets forth the percentage of total revenues from continuing operations earned directly or indirectly from agencies of the U.S. federal government for each of the last three fiscal years: 2025 2024 2023 8% 10% 9% Given the percentage of total revenue derived directly from the U.S. federal government, the loss of U.S. federal government agencies as customers could have a material adverse effect on the Company.
The TRIR calculation uses the US OSHA formula of ‘Number of Incidents x 200,000 / total number of hours worked in a year’. The 200,000 is the benchmark established by OSHA because it represents the total number of hours 100 employees would log in 50 weeks based on a 40-hour work week. 2 Cited on September 27th, 2024 via U.S.
The TRIR calculation uses the US OSHA formula of ‘Number of Incidents x 200,000 / total number of hours worked in a year’. The 200,000 is the benchmark established by OSHA because it represents the total number of hours 100 employees would log in 50 weeks based on a 40-hour work week. 3 Cited on September 26th, 2025 via U.S.
The following table sets forth the percentages of total revenues represented by these types of contracts for each of the last three fiscal years: 2024 2023 2022 Cost-reimbursable 69% 70% 71% Fixed-price, limited risk 31% 26% 24% Fixed-price, at risk —% 4% 5% In accordance with industry practice, most of our contracts (including those with the U.S. federal government) are subject to termination at the discretion of the client, which is discussed in greater detail in Item 1A - Risk Factors .
The following table sets forth the percentages of total revenues from continuing operations represented by these types of contracts for each of the last three fiscal years: 2025 2024 2023 Cost-reimbursable 68% 69% 70% Fixed-price, limited risk 32% 31% 26% Fixed-price, at risk —% —% 4% In accordance with industry practice, most of our contracts (including those with the U.S. federal government) are subject to termination at the discretion of the client, which is discussed in greater detail in Item 1A - Risk Factors .
Miller has had a rich and varied global journey in operations, sales and functional roles leading cultural and digital transformation for both the Company and its markets, including technology, resources, infrastructure, pharmaceutical and consumer products. In December 2023, Ms. Miller assumed the role as Executive Vice President and President, Strategy, Growth & Digital. Most recently, Ms.
Miller has had a rich and varied global journey in operations, sales and functional roles leading cultural and digital transformation for both the Company and its markets, including technology, resources, infrastructure, pharmaceutical and consumer products. In December 2023, Ms. Miller assumed the role as President, Strategy, Growth & Digital. Prior to current role, Ms.
Pragada most recently served as President and Chief Operating Officer, until he succeeded Steve Demetriou as Chief Executive Officer and was elected as a Director of the Company in January 2023. In September 2024, after completion of Separation Transaction, Mr. Pragada assumed the additional position of Chair of the Jacobs Board of Directors. Mr.
Pragada served as President and Chief Operating Officer from November 2019 until he succeeded Steve Demetriou as Chief Executive Officer and was elected as a Director of the Company in January 2023. In September 2024, after completion of the Separation Transaction, Mr. Pragada assumed the additional position of Chair of the Jacobs Board of Directors. Page 15 Mr.
We compete based on the following factors, among others: technical capabilities, reputation for quality, price of services, safety record, availability of qualified personnel, and ability to timely perform work and contract terms. Our People and Our Culture Our culture and our people driving it are what truly defines Jacobs.
We compete based on the following factors, among others: technical capabilities, reputation for quality, price of services, safety record, availability of qualified personnel, and ability to timely perform work and contract terms. Our People and Our Culture Our people and culture define Jacobs.
Hill 51 Executive Vice President and President, Global Operations 1998 Shannon Miller 48 Executive Vice President and President, Strategy, Growth and Digital 1998 William B. Allen, Jr. 60 Chief Accounting Officer 2016 All of the officers listed in the preceding table serve in their respective capacities at the pleasure of the Board of Directors of the Company. Mr.
Hill 52 President, Global Operations 1998 Shannon Miller 49 President, Strategy, Growth and Digital 1998 William B. Allen, Jr. 61 Chief Accounting Officer 2016 All of the officers listed in the preceding table serve in their respective capacities at the pleasure of the Board of Directors of the Company. Mr.
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.
Page 8 PA Consulting (PA) PA Consulting, the global innovation and transformation consultancy, 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.
AECOM, Tetra Tech, WSP, Arcadis, Bechtel, Arup, Mott MacDonald, Stantec, Parsons, Accenture, Schneider Electric, Mace, AtkinsRealis, Altair, Montrose, Capgemini, Fluor, IBM, Infosys, Deloitte, KPMG, PwC, Bain & Company, BCG and McKinsey & Company are some of our competitors.
AECOM, Tetra Tech, WSP, Arcadis, Bechtel, Arup, Endava, Exponent, Mott MacDonald, Stantec, Parsons, Accenture, Mace, AtkinsRealis, Altair, Montrose, Capgemini, Fluor, Deloitte, KPMG, PwC, Bain & Company and McKinsey & Company are some of our competitors.
The following table presents the information required by Paragraph (b) of Item 401 of Regulation S-K. Page 16 Age Position with the Company Year Joined the Company Robert V. Pragada 56 Chair and Chief Executive Officer 2016 Venk Nathamuni 58 Chief Financial Officer 2024 Joanne E. Caruso 64 Executive Vice President, Chief Legal and Administrative Officer 2012 Patrick X.
The following table presents the information required by Paragraph (b) of Item 401 of Regulation S-K. Age Position with the Company Year Joined the Company Robert V. Pragada 57 Chair and Chief Executive Officer 2016 Venk Nathamuni 59 Chief Financial Officer 2024 Joanne E. Caruso 65 Chief Legal and Administrative Officer 2012 Patrick X.
In recent years, most of our fixed-price work has been either negotiated fixed-price contracts or lump sum bid contracts for design and/or project services, rather than turnkey construction. Page 11 Competition We compete with many companies across the world including technology, consulting and engineering firms.
In recent years, most of our fixed-price work has been either negotiated fixed-price contracts or lump sum bid contracts for design and/or project services, rather than turnkey construction contracts which are included in the at risk type in the table above. Competition We compete with many companies across the world including technology, consulting and engineering firms.
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 the U.S. Department of Defense (DoD), the Combatant Commands, the U.S.
Page 9 Prior to the Separation Transaction, Jacobs’ Critical Mission Solutions 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.
In contrast, under a negotiated fixed-price contract, we are selected as the contractor first and then we negotiate a price with our client and frequently exists in single-responsibility arrangements where we perform some portion of the work before negotiating the total price of the project.
Accordingly, lump sum bid contracts are not our preferred form of contract. In contrast, under a negotiated fixed-price contract, we are selected as the contractor first and then we negotiate a price with our client and Page 10 frequently exists in single-responsibility arrangements where we perform some portion of the work before negotiating the total price of the project.
(1) This data includes Jacobs' continuing and discontinued operations (excluding PA Consulting). We maintain agile and disciplined capital deployment M&A and Divestitures Consistent with our profitable growth strategy, Jacobs pursues acquisitions, divestitures, strategic investments and other transactions to maximize long-term value by continuing to reshape our portfolio to higher value solutions and accelerating profitable growth strategy.
We maintain agile and disciplined capital deployment M&A and Divestitures Consistent with our profitable growth strategy, Jacobs pursues acquisitions, divestitures, strategic investments and other transactions to maximize long-term value by continuing to reshape our portfolio to higher value solutions and accelerating profitable growth strategy.
Authentic leadership and a commitment to living our core values every day creates a culture of trust, respect and empowerment across our business to help us deliver the best outcomes for all our stakeholders. Together, we deliver extraordinary solutions for a better tomorrow and live by our employee value statement: "Jacobs.
Authentic leadership and a commitment to living our core values every day creates a culture of trust, respect and empowerment across our business — enabling us to deliver the best outcomes for all our stakeholders. Guided by our employee value statement, "Jacobs.
The fee element can also take several forms, including 1) a fixed amount, 2) an amount based on a percentage of the costs incurred or 3) an incentive fee based on targets, milestones, or performance factors defined in the contract. Fixed-Price Contracts Fixed-price contracts include both “lump sum bid” contracts and “negotiated fixed-price” contracts.
The fee element can also take several forms, including 1) a fixed amount, 2) an amount based on a percentage of the costs incurred or 3) an incentive fee based on targets, milestones, or performance factors defined in the contract. These contracts include a limited amount of guaranteed maximum price contracts.
Miller served as Executive Vice President and President of Divergent Solutions and, prior to that, Jacobs’ Chief Growth Officer and lead for Enterprise Risk Management. Mr. Allen joined the Company in October 2016 after serving as Vice President, Finance and Principal Accounting Officer at LyondellBasell Industries, N.V. from 2013 to 2016. Prior to that, Mr.
Allen joined the Company as Chief Accounting Officer in October 2016 after serving as Vice President, Finance and Principal Accounting Officer at LyondellBasell Industries, N.V. from 2013 to 2016. Prior to that, Mr.
The surviving entity of the Transaction is now an independent public company with common stock listed on the New York Stock Exchange under the symbol “AMTM” (“Amentum”). • On February 4, 2022, Jacobs acquired StreetLight Data, Inc. ("StreetLight").
Amentum, 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”.
Page 6 We invest in local communities globally, collaborating with charities and not-for-profit organizations to make a positive impact and live our values. Through Collectively℠, our global giving and volunteering program, employees are empowered to engage with charities and community organizations aligned with our values and strategic causes.
We invest in local communities globally, collaborating with charities and not-for-profit organizations to make a positive impact and live our values. Through Collectively℠, our global giving and volunteering program, we empower employees to support causes aligned to our values, through paid volunteer time, donation matching and grant nomination.
(1) Social Value and Equity Advisory in our Client Solutions We integrate social value and equity considerations into our client solutions. We help clients realize social value opportunities through their projects and services by embedding and measuring social, economic and environmental benefit generation in what they do.
Social value advisory in our client solutions We also deliver social value strategies and services that help clients realize social value opportunities through their projects and services by embedding and measuring social, economic and environmental benefit generation into project delivery.
Infrastructure & Advanced Facilities (I&AF) In fiscal 2024, Jacobs' Infrastructure & Advanced Facilities line of business provided end-to-end solutions for our clients’ most complex challenges related to climate change, energy transition, connected mobility, buildings and infrastructure, integrated water management and biopharmaceutical manufacturing.
Infrastructure & Advanced Facilities (I&AF) In fiscal 2025, Jacobs' Infrastructure & Advanced Facilities business provided 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.
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.
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.
Under lump sum bid contracts, we typically bid against competitors based on client-furnished specifications. This type of pricing presents certain inherent risks, including the possibility of ambiguities in the specifications received, problems with new technologies, and economic and other changes that may occur over the contract period.
This type of pricing presents certain inherent risks, including the possibility of ambiguities in the specifications received, problems with new technologies, and economic and other changes that may occur over the contract period. Additionally, it is not unusual for lump sum bid contracts to lead to an adversarial relationship with clients, which is contrary to our relationship-based business model.
Our enhanced Global Travel Assistance program in partnership with our Global Assistance & Response provider, International SOS, helps keep our employees safe and healthy while traveling or on assignment outside their home country.
Page 14 We also advanced our resilience program — enhancing emergency, crisis and continuity capabilities to support stability and performance during times of disruption. Our enhanced Global Travel Assistance program in partnership with our provider, International SOS, helps keep our employees safe and healthy while traveling or on assignment outside their home country.
Shareholder Dividends During fiscal 2024, the Com pany paid dividends of $0.29 per share in the first, second, third and fourth quarters. Page 8 Operating Segments The services we provided to our markets in fiscal 2024 fall into the following two operating segments: 1) Infrastructure & Advanced Facilities and 2) our majority investment in PA Consulting.
Page 7 Operating Segments The services we provided to our end markets in fiscal 2025 fall into the following two operating segments: 1) Infrastructure & Advanced Facilities and 2) our majority investment in PA Consulting.
A world where you can." Our strategy further connects our people to our purpose and helps us continue to evolve our culture to support, empower and enable our talent to thrive.
A world where you can.", our strategy further connects our people to our purpose and helps us continuously evolve our culture to support, empower and enable our talent to thrive. Attracting and Growing our Talent Jacobs’ success is dependent on our ability to hire, develop and retain exceptional talent across technical, professional, scientific and consulting disciplines.
Further, as the Separation Transaction closed on September 27, 2024, no amounts remained held for spin at the end of fiscal 2024. See Note 14- Discontinued Operations .
Further, as the Separation Transaction closed on September 27, 2024, no amounts remained held for spin at the end of fiscal 2024. For further information regarding separation activities that took place in fiscal 2025, see Note 14- Discontinued Operations of the Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.
The breakdown of our employees by region is as follows: By fostering learning and unlocking career opportunities for our people, we attract and retain the best talent to deliver for our clients and fuel long-term growth for Jacobs. Our employee programs, global learning resources and technology help our people collaborate, grow and develop careers in a supportive, high-performing workplace.
The breakdown of our employees by region (excluding contingent workforce) is as follows: Page 11 By fostering learning and unlocking career growth for our people, we attract and retain top talent to deliver for our clients and drive long-term growth for Jacobs.
We are proud to have demonstrated safety excellence with another year of zero employee fatalities at work and a total recordable incident rate 1 of 0.17, compared to the North American Industry Classification System’s most recently reported 2 aggregate rate of 0.6.
In fiscal 2025, we achieved another year of zero employee fatalities at work and a total recordable incident rate 2 of 0.11, compared to the North American Industry Classification System’s most recently reported 3 aggregate rate of 0.60. This reflects our continued focus on protecting our people and maintaining resilient project environments.
Page 9 PA Consulting has a diverse mix of private and public sector clients. Private sector clients include global household names like Unilever, and start-ups like PulPac, which converts plant fibers into sustainable packaging to reduce single-use plastic.
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.
Over the last eight 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 some of the world’s most complex sustainability, critical infrastructure and advanced manufacturing challenges.
Over the past eight years, Jacobs has transformed into a science-based consulting and advisory leader, focused on delivering digitally enabled, resilient solutions to complex sustainability, critical infrastructure and advanced manufacturing challenges.
Our fully owned subsidiary Simetrica-Jacobs specializes in social value, wellbeing research and impact evaluation – measuring, quantifying and monetizing impacts to help directly inform both investment decisions and delivery models, and ensuring impact is generated where it is needed most.
Our fully owned subsidiary, Simetrica-Jacobs, specializes in social value, wellbeing research and impact evaluation — measuring and quantifying social value and impacts to help directly inform investment decisions and delivery models. Simetrica-Jacobs deploys internationally endorsed methods set out by the Organisation for Economic Co-operation and Development and government-produced guidelines, including the U.K. Government’s HM Treasury Green Book.
Shaping Tomorrow’s Communities Around the world, we work with our clients, partners and supply chains to create solutions that positively impact how people live, move and thrive in the world – driving a more equitable distribution of benefits for communities.
Positively impacting tomorrow’s communities We work globally with our clients, partners and supply chains to deliver solutions that seek to improve how people live, move and thrive, aiming to foster health and well-being for all occupants, promoting a sustainable and thriving future.
We also invested in tools and partnerships to help our people consider when business travel is essential and make more sustainable choices when it is necessary. Our digital solutions help our clients with critical project sustainability decisions by assessing climate risks, carbon impacts, and system vulnerabilities.
We also invested in tools and technology to help our people consider when business travel is essential and make more sustainable choices when it is necessary. As businesses worldwide experience increasing stakeholder expectations and sustainability regulatory requirements, corporate transparency and accountability remains central.
Supporting the U.K.’s decarbonization and energy security future, we are delivering technical project management support to the U.K. Department for Energy Security & Net Zero’s Carbon Capture, Usage and Storage program, an essential element of the U.K.’s commitment to deliver a net-zero economy by 2050.
We’ve been appointed to the U.K.’s largest government management consultancy framework providing public sector organizations with streamlined access to advisory services. We’re also delivering technical project management for the U.K. Department for Energy Security & Net Zero’s Carbon Capture, Usage and Storage program, a cornerstone of the U.K.’s net-zero ambitions.
We provide employee benefits for donation matching, grant nominations, paid volunteer time and volunteer rewards. 1 As of October 30, 2024 and recorded in accordance with OSHA record keeping requirements, but subject to change thereafter due to possible injury/illness classification changes.
We remain disciplined in strengthening our collective HSSE capability, positioning Jacobs to anticipate dynamic market demands and deliver responsible growth and lasting impact. 1Jacobs reports this data utilizing the male/female binary to enable consistent reporting over time. 2 As of October 30, 2024 and recorded in accordance with OSHA record keeping requirements, but subject to change thereafter due to possible injury/illness classification changes.
By 2025, we aim for 65% of our purchased goods and services supplier spending to go to those with science-based targets. Our Climate Action Plan will be updated to a Climate Transition Plan in 2025. We have invested in technology to enhance virtual collaboration and help mitigate business travel and employee commuting carbon emissions.
Our current commitment, including sourcing 100% renewable electricity and our net-zero target validated by the Science Based Targets initiative, underscore our progress across our operations and supply chain. We have invested in technology to enhance virtual collaboration and help mitigate business travel and employee commuting carbon emissions.
Page 12 Our unique employee experience platform – e3: engage. excel. elevate. – enables our employees to develop through continuous feedback and celebrations, aligning priorities, learning new skills and increasing knowledge.
Our employee programs, global learning resources and digital tools enable collaboration and professional development in a supportive, high-performing workplace. Our employee experience platform – e3: engage. excel. elevate. – enables our employees to develop through continuous feedback, priority alignment, experience profiling and career planning.
The Company has recently made the following acquisitions, strategic investments and divestitures: • On September 27, 2024, 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.
The Company has recently made the following acquisitions, strategic investments and divestitures: Page 6 • On September 27, 2024, Jacobs completed the Separation Transaction, pursuant to which it spun off its CMS and C&I businesses and then subsequently merged those businesses with Amentum Parent Holdings LLC.
To enable this, we offer wide-ranging sustainability capabilities, including global, cross-market expertise in decarbonization & greenhouse gas management; adaptation & resilience; sustainable built environments; social value & equity; nature positive solutions; and energy transition.
Complimentary tools like Climate Risk Manager , Kaleidoscope and Intelligent O&M assess climate risks, carbon impacts and system vulnerabilities to inform critical project decisions. We deliver cross-cutting solutions across seven interconnected capabilities: decarbonization & greenhouse gas management; adaptation & resilience; sustainable built environments; sustainable business; social value; nature positive; and energy transition.
Our clients include national, state and local governments in the U.S., Europe, U.K., Middle East, and Asia Pacific, and multinational and local private sector clients throughout the world. PA Consulting (PA) Jacobs invested in a 65% stake in PA Consulting in March 2021, the company that is bringing ingenuity to life.
We serve national, state and local government clients across multiple regions — including the U.S., Europe, U.K., Middle East, and Asia Pacific — and multinational and local private sector organizations globally.
We’re also supporting the Frederick Douglass Tunnel program, one of the largest national transportation infrastructure investments in the U.S.
In the U.S., we’re supporting the digital transformation of Dallas Fort Worth International Airport and contributing to the Frederick Douglass Tunnel program — one of the nation’s largest transportation infrastructure investments. In England, we provide engineering, technical advice and innovation services to National Highways. We’re building an AI blueprint for Hertfordshire County Council, one of England’s largest councils.
Page 7 • On March 2, 2021, Jacobs completed the strategic investment of a 65% interest in PA Consulting, a UK-based leading innovation and transformation consulting firm. Share Repurchases During fiscal 2024, the Company repurcha s ed $402.7 million in shar es.
For further information regarding separation activities that took place in fiscal 2025, see Note 14- Discontinued Operations of the Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K. • On March 2, 2021, Jacobs completed the strategic investment of a 65% interest in PA Consulting, a U.K.-based leading innovation and transformation consulting firm.
Our employees drive further impact through our science, technology, engineering, arts and mathematics (STEAM) education and engagement programs enabling sustainability learning among young people. In fiscal 2024, we donated over $3.2 million to 2,600+ charities across 23 countries. Our people tracked approximately 18,000 volunteer hours including nearly 9,000 STEAM volunteer hours.
We also invest in the next generation through our science, technology, engineering, arts and mathematics (STEAM) education and engagement programs promoting sustainability learning among young people and providing information to inspire future careers in STEAM.
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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.
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Item 1. BUSINESS Guided by our values and our brand promise — Challenging today. Reinventing tomorrow – Jacobs delivers innovative solutions to address the world’s most complex challenges and create lasting value for clients, communities and society.
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We channel our creativity, agility and our domain expertise to create value for our clients and society.
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From addressing water scarcity and aging infrastructure to access to life-saving therapies and cyber resilience, we combine creativity, agility and deep domain expertise to deliver outcomes that matter. Our integrated approach enables clients to meet urgent needs today while preparing for the opportunities of tomorrow.
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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.
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Strategic acquisitions, including a 65% stake in PA Consulting Group Limited ("PA Consulting") in fiscal 2021, along with BlackLynx and StreetLight — have strengthened our capabilities in high-value technology-enabled solutions. Challenge accepted In February 2025, we launched Challenge Accepted , our multi-year growth strategy designed to sharpen our focus and accelerate our performance.
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We began trading under the new ticker symbol “J” on the New York Stock Exchange in December 2019, and in March 2021 our Global Industry Classifications Standard code changed to Research & Consulting Services.
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Aligned with our long-term financial framework, this strategy positions us to drive profitable growth and deliver scalable, full lifecycle solutions across water and environmental, life sciences and advanced manufacturing, and critical infrastructure.
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Our Focus 2023 Transformation Office drove further innovation, delivering value-creating solutions for our clients and leveraging an integrated digital and technology strategy to improve our efficiency and effectiveness, ultimately freeing up valuable time and resources for reinvestment in our people.
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Page 4 As global challenges like urbanization, infrastructure modernization, digital evolution and environmental resilience intensify, our integrated delivery model unites the full breadth of our capabilities — from strategy through execution – across our end markets.
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Boldly Moving Forward Page 4 In March 2022, Jacobs launched a three-year strategy, building on our success over the preceding three years to take advantage of a new lens crafted from the incredible pace of change in the world and in our markets.
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This synergy enables us to deliver rapid, large-scale outcomes that anticipate evolving client needs and advance a more resilient, sustainable future where technology elevates human ingenuity and unlocks new possibilities for collaboration and problem-solving. We harness our advanced data and digital capabilities, products and tools to help clients operate more efficiently, safely and intelligently.
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We are focused now on broadening our leadership in high growth sectors aligned with long-term secular trends, such as infrastructure renewal and investment, and the global transition to more sustainable ways of living. Our strategy is driven by our visionary purpose of creating a more connected, sustainable world, applying our values and delivering on our brand promise of “Challenging today.
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Through the expertise of our people and ongoing investment in artificial intelligence (AI) and next-generation digital solutions, we empower our clients' decision-making across the entire asset lifecycle – from capital planning and operations to cybersecurity and operational technology.
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Reinventing tomorrow.” To help us challenge the accepted and shape the new standards our future needs, our three growth accelerators — Climate Response, Consulting & Advisory and Data Solutions services — create connections between the global market trends, our client solutions and our company purpose.
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Our capabilities in data analytics, digital architecture, advisory and transformation, software development and cybersecurity enable clients to unlock the full value of their data and digital infrastructure to improve performance, resilience and sustainability. Through our strategic partnership with PA Consulting, we are expanding our high-end advisory services and deploying our collective strengths to help clients adapt, innovate and transform.
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Our growth accelerators are delivering significant value for our clients, positioning Jacobs for high-margin growth while advancing sustainability and social value in our communities. Our Climate Response accelerator focuses on the end-to-end solutions we co-create with clients in energy transition, decarbonization, adaptation and resilience, and regenerative and nature-based climate solutions.
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Together, we deliver integrated support across the full project lifecycle — from early-stage strategy to implementation — enabling clients to tackle complex challenges, accelerate sustainable growth and shape a smarter, more resilient future.
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Today our clients are facing a rapidly changing world - navigating multifaceted challenges such as the increasing pace of technological change, budget and supply chain limitations, global climate change events and complex geopolitical conditions. Through our Consulting & Advisory capabilities, we deepen our involvement with our clients to help them conceptualize, shape and realize their future.
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Our Values in Action Jacobs' Ethics and Code of Conduct, rooted in our values, set clear standards and support to guide decision-making and ensure we conduct our business with integrity. At Jacobs, sustainability means delivering thoughtful solutions that meet today’s needs while enabling economies, communities and the environment to thrive in the future.
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Our Data Solutions accelerator harnesses 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 technology-enhanced and AI solutions to help clients find better, safer and more agile ways of working.
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Our PlanBeyond® sustainable business approach aligns with our purpose to create a more connected, sustainable world. This approach has strengthened client relationships, aiming to create new opportunities and embed resilience into our global strategy.
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We provide solutions in data analytics and insights, digital architecture, advisory and transformation, software development and cybersecurity and operational technology.
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Building on this foundation, PlanBeyond 2025+ focuses on transparency, measurable outcomes and trusted delivery, guiding our path forward with our stakeholders, including our clients, partners and people. Driving positive impact Operating in more than 40 countries, we view sustainability and resilience as key differentiators and drivers of impact.
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Our next strategy will build upon the foundation laid by our current strategy and will be outlined at our next Investor Day in 2025.
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Demand for solutions that address complex, interconnected challenges continues to grow across infrastructure, energy, advanced manufacturing and health. By embedding sustainability into our solutions, we help clients’ businesses and assets remain resilient. In fiscal 2025, we launched our Evolve tool, which generates recommendations to integrate sustainability into our projects to enhance their positive impact and resilience.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

161 edited+45 added−25 removed228 unchanged
Biggest changeThese transactions, as well as transactions we may engage in in the future, present a number of risks, including: Page 37 • Assumption of liabilities of an acquired business, including liabilities that were unknown at the time the transaction was negotiated, such as if the target company failed to comply with U.S. federal, state, local and foreign laws and regulations and/or contractual requirements with clients; • Valuation methodologies may not accurately capture the value of the target company's business; • Failure to realize anticipated benefits, such as cost savings, synergies, business opportunities and growth opportunities within the anticipated timeframe or at all; • The loss of key customers or suppliers, including as a result of any actual or perceived conflicts of interest; • Difficulties or delays in obtaining regulatory approvals, licenses and permits; • Difficulties relating to combining previously separate entities into a single, integrated, and efficient business; • For strategic investments in which we do not acquire 100% of the target company, the other equity holders may have various governance rights and minority protections, including consent rights over certain actions taken by the company, and these may result in additional costs, including from continuing to operate the target company on a standalone basis; • The effects of diverting leadership’s attention from day-to-day operations to matters involving the integration of target companies; • Potentially substantial transaction costs associated with business combinations, strategic investments and/or divestitures; • Potential impairment resulting from the overpayment for an acquisition or investment or post-closing deterioration in the target company's business; • Difficulties relating to assimilating the leadership, personnel, benefits, services, and systems of an acquired business and to assimilating marketing and other operational capabilities; • Difficulties retaining key personnel of the target company; • Increased burdens on our staff and on our administrative, internal control and operating systems, which may hinder our legal and regulatory compliance activities; • Increased financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial and non-financial (e.g., climate-related) reporting and internal controls; • The potential for claims for damages by the sellers of any business if we enter into an acquisition agreement that we do not ultimately consummate, or if disputes arise post-closing relating to post-closing covenants or payment obligations; and • The risks discussed in this Item 1A.
Biggest changeThese transactions, as well as transactions we may engage in in the future, present a number of risks, including: Page 37 • Assumption of risks and liabilities of an acquired business, including those that were not accurately identified or quantified during the due diligence process and/or that were unknown at the time the transaction was negotiated, such as if the target company failed to comply with U.S. federal, state, local and foreign laws and regulations and/or contractual requirements with clients; • Failure to realize anticipated benefits, such as cost savings, synergies, business opportunities and growth opportunities within the anticipated timeframe or at all, including due to insufficient profit generation to offset liabilities assumed and expenses associated with the acquired business or strategic investment and the loss of key customers or suppliers, including as a result of any actual or perceived conflicts of interest; • Difficulties or delays in obtaining regulatory approvals, licenses and permits; • Difficulties relating to combining previously separate entities into a single, integrated, and efficient business, including the inability to adequately bridge possible differences in cultures, business practices and management philosophies and difficulties retaining and assimilating key personnel, benefits, services and systems of an acquired business; • For strategic investments in which we do not acquire 100% of the target company, the other equity holders may have various governance rights and other minority protections, including consent rights over certain actions taken by the company, and these may result in additional costs, including from continuing to operate the target company on a standalone basis; • The effects of diverting leadership’s attention from day-to-day operations to matters involving the integration of target companies and/or new and sometimes geographically dispersed operations; • Potentially substantial transaction costs associated with business combinations, strategic investments and/or divestitures and the possible incurrence of substantial indebtedness to finance the transaction; • Potentially insufficient profit generation to offset liabilities assumed and expenses associated with the acquired business or strategic investment; • Potential impairment resulting from the post-closing deterioration in the target company's business or the overpayment for an acquisition or investment, including due to the failure of our valuation methodologies to accurately capture the value of the target company's business; • Increased burdens on our staff and on our administrative, internal control and operating systems, which may hinder our legal and regulatory compliance activities; • Increased financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial and non-financial (e.g., climate-related) reporting and internal controls; • Potential post-closing financial arrangements, such as purchase price adjustments, earn-out obligations and indemnification obligations, which may have unpredictable results and include post-closing restrictions that may impact the Company's ability to integrate an acquired business or pursue growth opportunities; • The potential for litigation relating to the transaction, including claims for damages or indemnification by any counterparty, including potential disputes relating to post-closing covenants or payment obligations; and • The risks discussed in this Item 1A.
There is a risk we may not sufficiently protect our or their information from improper use or dissemination and, as a result, could be subject to claims and litigation and resulting liabilities, loss of contracts or other consequences that could have a material adverse impact on our business, financial condition and results of operations.
There is a risk we may not sufficiently protect our or their information from improper use or dissemination and, as a result, we could be subject to claims and litigation and resulting liabilities, loss of contracts or other consequences that could have a material adverse impact on our business, financial condition and results of operations.
Banking institution failures, or changes in legislation and regulation, may adversely impact other entities that would, in turn, impact us. If our clients, suppliers, insurers, joint venture partners, sureties, or other parties with whom we do business with are affected by issues in the banking industry it may have an adverse impact on our operational and financial performance.
Banking institution failures, or changes in legislation and regulation, may adversely impact other entities that would, in turn, impact us. If our clients, suppliers, insurers, joint venture partners, sureties, or other parties with whom we do business are affected by issues in the banking industry it may have an adverse impact on our operational and financial performance.
Notwithstanding the private letter ruling and the opinions of tax advisors received prior to the distribution, if the IRS determines that factual representations or assumptions made in the letter ruling request are untrue or incomplete in any material respect or if undertakings made to the IRS in connection with the letter ruling request are or have been violated, then we will not be able to rely on the IRS ruling and the potential resulting tax liability to us and our shareholders could be substantial.
Notwithstanding the IRS private letter ruling and the opinions of tax advisors received prior to the distribution, if the IRS determines that factual representations or assumptions made in the IRS private letter ruling request are untrue or incomplete in any material respect or if undertakings made to the IRS in connection with the IRS private letter ruling request are or have been violated, then we will not be able to rely on the IRS private letter ruling and the potential resulting tax liability to us and our shareholders could be substantial.
Our ability to effectively serve our clients is dependent upon our ability to successfully leverage our operating model across all of these and any future locations, maintain effective management controls over all of our locations to ensure, among other things, compliance with applicable laws, rules and regulations, and instill our core values in all of our personnel at each of these and any future locations.
Our ability to effectively serve our clients is dependent upon our ability to successfully leverage our operating model across all of these and any future locations, maintain effective management controls over all of our locations to ensure, among other things, compliance with applicable laws, rules and regulations, and instill our core values in all of our personnel and partners at each of these and any future locations.
If Amentum is unable or unwilling to satisfy its obligations under these agreements, including indemnification obligations, our business, results of operations and financial condition could be adversely affected. The Separation Transaction could result in a significant tax liability if the terms of the private letter ruling are not satisfied.
If Amentum is unable or unwilling to satisfy its obligations under these agreements, including indemnification obligations, our business, results of operations and financial condition could be adversely affected. The Separation Transaction could result in a significant tax liability if the terms of the IRS private letter ruling are not satisfied.
We are currently a borrower under several credit facilities and our subsidiary, Jacobs Engineering Inc., has issued notes pursuant to an indenture with respect to which Jacobs has provided a guarantee. These facilities and indenture contain customary covenants restricting, among other things, our ability to incur certain liens and indebtedness.
We are currently a borrower under several credit facilities and our subsidiary, Jacobs Engineering Group Inc., has issued notes pursuant to an indenture with respect to which Jacobs has provided a guarantee. These facilities and indenture contain customary covenants restricting, among other things, our ability to incur certain liens and indebtedness.
In addition, military action, geopolitical shifts or continued unrest, particularly in the Middle East, could disrupt our operations in the region and elsewhere and may also impact the supply or pricing of oil, increase our security costs and cost of compliance with local laws, and present risks to our reputation.
In addition, military action, geopolitical shifts or continued unrest, particularly in Ukraine and the Middle East, could disrupt our operations in the region and elsewhere and may also impact the supply or pricing of oil, increase our security costs and cost of compliance with local laws, and present risks to our reputation.
Page 26 We continuously evaluate the need to upgrade and/or replace our systems and network infrastructure to protect our computing environment and information technology systems, to stay current on vendor supported products and to improve the efficiency of our systems and for other business reasons, including due to the rapid evolution and increased adoption of artificial intelligence and machine learning technologies and especially as we continue to operate under a hybrid working model under which employees can work and access the Company’s technology infrastructure remotely.
We continuously evaluate the need to upgrade and/or replace our systems and network infrastructure to protect our computing environment and information technology systems, to stay current on vendor supported products and to improve the efficiency of our systems and for other business reasons, including due to the rapid evolution and increased adoption of artificial intelligence and machine learning technologies and especially as we continue to operate under a hybrid working model under which employees can work and access the Company’s technology infrastructure remotely.
Our businesses may be adversely affected by disruptions or lack of liquidity in the credit markets, including reduced access to credit and higher costs of obtaining credit. • Maintaining adequate bonding and letter of credit capacity is necessary for us to successfully win some contracts. • Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase and our net income and cash flows to correspondingly decrease .
Our businesses may be adversely affected by disruptions or lack of liquidity in the credit markets, including reduced access to credit and higher costs of obtaining credit. • Maintaining adequate bonding, letter of credit and bank guarantee capacity is necessary for us to successfully win some contracts. • Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase and our net income and cash flows to correspondingly decrease .
If a subcontractor, supplier, or manufacturer fails to provide services, supplies, parts or equipment as required under a contract for any reason, or fails to provide such services, supplies, parts or equipment in accordance with applicable quality standards as required by the contract or regulation, we will be required to source these services, equipment, parts or supplies from other third parties on a delayed basis or on less favorable terms, which could impact contract profitability and/or could result in claims against us for damages.
If a subcontractor, supplier, or manufacturer fails to provide services, supplies, parts or equipment as required under a contract for any reason, or fails to provide such services, supplies, parts or equipment in accordance with applicable quality, ethical or legal standards as required by the contract or regulation, we will be required to source these services, equipment, parts or supplies from other third parties on a delayed basis or on less favorable terms, which could impact contract profitability and/or could result in claims against us for damages.
As a result, our information technology systems, including those provided by third-party cloud providers or other infrastructure-as-a-service providers, ,which have grown over time, including through acquisitions, have, and will continue to experience threats and cyber-attacks, including unauthorized access, computer hackers, computer viruses, malicious code, ransomware, phishing and other security breaches, problems and system disruptions, including unauthorized access to and disclosure of our and our clients’ proprietary, classified or other protected information.
As a result, our information technology systems, including those provided by third-party cloud providers or other infrastructure-as-a-service providers,which have grown over time, including through acquisitions, have, and will continue to experience threats and cyber-attacks, including unauthorized access, state-sponsored cyber attacks, computer hackers, computer viruses, malicious code, ransomware, phishing and other security breaches, problems and system disruptions, including unauthorized access to and disclosure of our and our clients’ proprietary, classified or other protected information.
Our failure to comply with applicable laws or regulations, or acts of misconduct subjects us to the risk of fines and penalties, cancellation of contracts, loss of security clearance and suspension or debarment from contracting, any of which could damage our reputation, weaken our ability to win contracts and result in reduced revenues and profits and could have a material adverse impact on our business, financial condition and results of operations.
Our failure to comply with applicable laws or regulations, or acts of misconduct could result in costly investigations and subjects us to the risk of fines and penalties, cancellation of contracts, loss of security clearance and suspension or debarment from contracting, any of which could damage our reputation, weaken our ability to win contracts and result in reduced revenues and profits and could have a material adverse impact on our business, financial condition and results of operations.
Additionally, recent events, including changes in U.S. trade policies and responsive changes in policy by foreign jurisdictions and similar geopolitical tensions and conflicts, including the Russia-Ukraine and Israel-Hamas conflicts, escalating tensions in the Middle East, increasing tensions between the U.S. and China and uncertainty in the E.U., Asia and elsewhere, have increased levels of political and economic unpredictability globally, and may increase the volatility of global financial markets and the global and regional economies.
Additionally, recent events, including changes in U.S. trade policies and responsive changes in policy by foreign jurisdictions and similar geopolitical tensions and conflicts, including the Russia-Ukraine and Israel-Hamas conflicts, escalating tensions in the Middle East, increasing tensions between the U.S. and China and uncertainty in the E.U., Asia and elsewhere, have increased levels of Page 33 political and economic unpredictability globally, and may increase the volatility of global financial markets and the global and regional economies.
In addition, our globally connected talent force collaborates to deliver solutions for clients, agnostic of geography. This relies upon client procurement models that are open to global professional service provision. Increased nationalization and heightened “buy-local” policies and regulation could reduce the effectiveness and competitive differentiation enabled by our global delivery model and compound the existing talent shortage in key geographies.
In addition, our globally connected talent force collaborates to deliver solutions for clients, agnostic of geography. This relies upon client procurement models that are open to global professional service provision. Increased nationalization and heightened “buy-local” policies and regulations could reduce the effectiveness and competitive differentiation enabled by our global delivery model and compound the existing talent shortage in key geographies.
For example, in fiscal 2024, 2023 and 2022, approximately 10%, 9% and 8%, respectively, of our revenue was earned directly or indirectly from agencies of the U.S. federal government. Although we have long-standing relationships with many of our significant clients, our clients may unilaterally reduce, delay or cancel their contracts at any time.
For example, in fiscal 2025, 2024 and 2023, approximately 8%, 10% and 9%, respectively, of our revenue was earned directly or indirectly from agencies of the U.S. federal government. Although we have long-standing relationships with many of our significant clients, our clients may unilaterally reduce, delay or cancel their contracts at any time.
Additionally, as we diversify and expand our product offerings, there is also an increased risk Page 31 that one or more of our product offerings could fail to meet specifications in a particular application or could be perceived by our customers to contain defects, which could result in our being liable for damages and losses that arise from such products.
Additionally, as we diversify and expand our product offerings, there is also an increased risk that one or more of our product offerings could fail to meet specifications in a particular application or could be perceived by our customers to contain defects, which could result in our being liable for damages and losses that arise from such products.
Fixed-price contracts are established in part on proposed designs, which may be partial or incomplete, cost Page 21 and scheduling estimates that are based on a number of assumptions, including those about future economic conditions, commodity and other materials pricing and cost and availability of labor (including the cost of any related benefits or entitlements), equipment and materials and other exigencies.
Fixed-price contracts are established in part on proposed designs, which may be partial or incomplete, cost and scheduling estimates that are based on a number of assumptions, including those about future economic conditions, commodity and other materials pricing and cost and availability of labor (including the cost of any related benefits or entitlements), equipment and materials and other exigencies.
We may also be exposed to limitations on our ability to reinvest earnings from operations in one country to fund the financing requirements of our operations in other countries. Our global presence could give rise to material fluctuations in our income tax rates. We are subject to income taxes in the U.S. and numerous foreign jurisdictions.
We may also be exposed to limitations on our ability to reinvest earnings from operations in one country to fund the financing requirements of our operations in other countries. Page 34 Our global presence could give rise to material fluctuations in our income tax rates. We are subject to income taxes in the U.S. and numerous foreign jurisdictions.
Our engineering practice, for example, involves professional judgments regarding the planning, design, development, construction, operations and management of industrial facilities and public infrastructure projects. We also issue reports Page 23 and opinions to clients based on our professional expertise, such as issuing opinions and reports to government clients in connection with securities offerings.
Our engineering practice, for example, involves professional judgments regarding the planning, design, development, construction, operations and management of industrial facilities and public infrastructure projects. We also issue reports and opinions to clients based on our professional expertise, such as issuing opinions and reports to government clients in connection with securities offerings.
Further, even where coverage applies, the policies have limits and deductibles or retentions or quota shares, which could result in our assumption of exposure for certain amounts with respect to any claim filed against us. In addition, indemnification from clients or subcontractors may not be available.
Further, even where coverage applies, the policies have limits and deductibles or retentions or quota shares, which could result in our assumption of exposure for certain amounts with respect to any claim asserted against us. In addition, indemnification from clients or subcontractors may not be available.
An uninsured claim, either in part or in whole, as well as any claim covered by insurance but subject to a policy limit, high deductible and/or retention or quota share, if successful and of a material magnitude, could have a material adverse impact on our business, financial condition and results of operations.
An uninsured claim, either in part or in whole, as well as any claim Page 22 covered by insurance but subject to a policy limit, high deductible and/or retention or quota share, if successful and of a material magnitude, could have a material adverse impact on our business, financial condition and results of operations.
Any inability to ensure any of the foregoing could have a material adverse effect on our business and results of operations. Fluctuations in commodity prices may affect our customers’ investment decisions and therefore subject us to risks of cancellation, delays in existing work, or changes in the timing and funding of new awards.
Any inability to ensure any of the foregoing could have a material adverse effect on our business and results of operations. Page 31 Fluctuations in commodity prices may affect our customers’ investment decisions and therefore subject us to risks of cancellation, delays in existing work, or changes in the timing and funding of new awards.
In addition, if the stock received is valued in a currency other than U.S. dollars, the value of such stock will also fluctuate based on foreign currency rates. Page 44 Delaware law and our charter documents may impede or discourage a takeover or change of control. We are a Delaware corporation.
In addition, if the stock received is valued in a currency other than U.S. dollars, the value of such stock will also fluctuate based on foreign currency rates. Page 45 Delaware law and our charter documents may impede or discourage a takeover or change of control. We are a Delaware corporation.
In addition, while clients and subcontractors may agree to indemnify us against certain liabilities, such third parties may refuse or be unable to pay us. With a workforce of approximately 45,000 people globally, we are also party to labor and employment claims in the normal course of business.
In addition, while clients and subcontractors may agree to indemnify us against certain liabilities, such third parties may refuse or be unable to pay us. With a workforce of approximately 43,000 people globally, we are also party to labor and employment claims in the normal course of business.
Failure to obtain or comply with, or the loss or modification of, the conditions of permits or approvals subjects us to the risk of penalties or other liabilities, could have a material adverse impact on our business, financial condition and result of operations. We could be adversely affected by violations of the U.S.
Failure to obtain or comply with, or the loss or modification of, the conditions of permits or approvals subjects us to the risk of penalties or other liabilities, could have a material adverse impact on our business, financial condition and result of operations. Page 40 We could be adversely affected by violations of the U.S.
This situation could make it more difficult or more expensive for us to access funds, refinance our Page 42 existing indebtedness, enter into agreements for new indebtedness, or obtain funding through the issuance of securities or such additional capital may not be available on terms acceptable to us, or at all.
This situation could make it more difficult or more expensive for us to access funds, refinance our existing indebtedness, enter into agreements for new indebtedness, or obtain funding through the issuance of securities or such additional capital may not be available on terms acceptable to us, or at all.
If we cannot attract and retain qualified personnel or effectively implement appropriate succession plans, it could have a material adverse impact on our business, financial condition and results of operations. Remote working arrangements may increase our costs and adversely impact our culture and ability to effectively train our personnel.
If we cannot attract and retain qualified personnel or effectively implement appropriate succession plans, it could have a material adverse impact on our business, financial condition and results of operations. Remote and hybrid working arrangements may increase our costs and adversely impact our culture and our ability to effectively recruit, retain and train our personnel.
Page 30 Negotiations with labor unions and possible work actions could disrupt operations and increase labor costs and operating expenses. A certain portion of our work force has entered into, and additional portions may in the future enter into, collective bargaining agreements, which on occasion may require renegotiation.
Page 29 Negotiations with labor unions and possible work actions could disrupt operations and increase labor costs and operating expenses. A certain portion of our work force has entered into, and additional portions may in the future enter into, collective bargaining agreements, which on occasion may require renegotiation.
Consummation of any merger, strategic investment or divestiture is subject to the satisfaction of customary conditions, including one or more of the following: (i) due diligence and its associated time and cost commitments, (ii) Page 38 board and shareholder approval, (iii) regulatory approvals, (iv) the absence of any legal restraint that would prevent the consummation of the transaction, (v) the absence of material adverse conditions which can prevent the consummation of the transaction, and (vi) compliance with covenants and the accuracy of representations and warranties contained in the transaction agreement, among others.
Consummation of any acquisition, merger, strategic investment or divestiture is subject to the satisfaction of customary conditions, including one or more of the following: (i) due diligence and its associated time and cost commitments, (ii) board and shareholder approval, (iii) regulatory approvals, (iv) the absence of any legal restraint that would prevent the consummation of the transaction, (v) the absence of material adverse conditions which can prevent the consummation of the transaction, and (vi) compliance with covenants and the accuracy of representations and warranties contained in the transaction agreement, among others.
We may also enter into separate commercial arrangements with these companies, whether before, concurrently with, or after making a minority investment. In certain cases, the commercial arrangement may be a driving factor behind our investment. We cannot assure you that that the commercial arrangement will further our business strategy as we expected.
Page 39 We may also enter into separate commercial arrangements with these companies, whether before, concurrently with, or after making a minority investment. In certain cases, the commercial arrangement may be a driving factor behind our investment. We cannot assure you that that the commercial arrangement will further our business strategy as we expected.
If we are unable to compete effectively, we may experience a loss of market share or reduced profitability or both, which could have a material adverse impact on our business, financial condition and results of operations. Our results of operations depend on the award of new contracts and the timing of the award of these contracts.
If we are unable to compete effectively, we may experience a loss of market share or reduced profitability or both, which could have a material adverse impact on our business, financial condition and results of operations. Page 18 Our results of operations depend on the award of new contracts and the timing of the award of these contracts.
However, if we continue to experience inflationary pressures, inflation may have a larger impact on our results of operations in the future, particularly if we expand our business into markets and geographic areas where fixed-price and lump-sum work is more prevalent.
However, if we continue to experience inflationary pressures, inflation may have a larger impact on our results of operations in the future, particularly if we expand our Page 19 business into markets and geographic areas where fixed-price and lump-sum work is more prevalent.
The failure by us or others working at such sites to implement safety procedures or the implementation of ineffective procedures, or the failure to implement and follow appropriate safety procedures, subjects our employees and others to the risk of injury, disability or loss of life, and subjects us to risk that the completion or commencement of our projects may be delayed and we may be exposed to litigation or investigations.
The failure by us or others working at such sites to implement safety procedures or the implementation of ineffective procedures, or the failure to implement and follow appropriate safety procedures, subjects our employees, contractors, subcontractors and others to the risk of injury, disability or loss of life, and subjects us to risk that the completion or commencement of our projects may be delayed and we may be exposed to litigation or investigations.
Although we maintain functional groups whose primary purpose is to ensure we implement effective HSE work procedures throughout our organization, including project sites and maintenance sites, the failure to comply with such regulations could subject us to fines as well as criminal and/or civil liability.
Although we maintain functional groups whose primary purpose is to ensure we implement effective HSSE work procedures throughout our organization, including project sites and maintenance sites, the failure to comply with such regulations could subject us to fines as well as criminal and/or civil liability.
Cybersecurity or privacy breaches, or systems and information technology interruption or failure could adversely impact our ability to operate or expose us to contractual penalties, significant financial losses and/or reputational harm. We are subject to certain risks related to cyber-attacks, other interruptions, or errors and delays in our information technology systems.
Page 24 Cybersecurity or privacy breaches, or systems and information technology interruption or failure could adversely impact our ability to operate or expose us to contractual penalties, significant financial losses and/or reputational harm. We are subject to certain risks related to cyber-attacks, other interruptions, or errors and delays in our information technology systems.
Page 27 If our intellectual property rights or work processes become obsolete, we may not be able to differentiate our service offerings and some of our competitors may be able to offer more attractive services to our customers. Our competitors may independently attempt to develop or obtain access to technologies that are similar or superior to our technologies.
If our intellectual property rights or work processes become obsolete, we may not be able to differentiate our service offerings and some of our competitors may be able to offer more attractive services to our customers. Our competitors may independently attempt to develop or obtain access to technologies that are similar or superior to our technologies.
Page 39 Various U.S. federal, state, local and foreign environmental laws and regulations may impose liability for property damage and costs of investigation and cleanup of hazardous or toxic substances on property currently or previously owned by us or arising out of our waste management or environmental remediation activities.
Various U.S. federal, state, local and foreign environmental laws and regulations may impose liability for property damage and costs of investigation and cleanup of hazardous or toxic substances on property currently or previously owned by us or arising out of our waste management or environmental remediation activities.
This process may result in us facing significant additional pricing pressure and uncertainty and incurring additional costs. • We may not be awarded government contracts because of existing policies designed to protect small businesses and under-represented minorities. • Government contracts are subject to specific procurement regulations and a variety of other socio-economic requirements, which affect how we transact business with our clients and, in some instances, impose additional costs on our business operations.
This process may result in us facing significant additional pricing pressure and uncertainty and incurring additional costs. • We may not be awarded government contracts because of existing policies designed to protect small, under-represented and/or disadvantaged businesses. • Government contracts are subject to specific procurement regulations and a variety of other socio-economic requirements, which affect how we transact business with our clients and, in some instances, impose additional costs on our business operations.
For all of the foregoing reasons, if we fail to maintain adequate safety standards, we could suffer harm to our reputation, reduced profitability or the loss of projects or clients, which could have a material adverse impact on our business, financial condition and results of operations.
For all of the foregoing reasons, if we fail to maintain adequate HSSE standards, we could suffer harm to our reputation, reduced profitability or the loss of projects or clients, which could have a material adverse impact on our business, financial condition and results of operations.
Even though interest rates have moderated in recent months, if interest rates were to increase, our debt service obligations on the variable rate indebtedness referred to above would increase even if the principal amount borrowed remained the same, and our net income and cash flows will correspondingly decrease.
Even though interest rates have decreased in recent months, if interest rates were to increase, our debt service obligations on the variable rate indebtedness referred to above would increase even if the principal amount borrowed remained the same, and our net income and cash flows will correspondingly decrease.
Page 24 Unavailability or cancellation of insurance coverage could increase our overall risk exposure as well as disrupt the management of our business operations. We maintain insurance coverage from third-party insurers as part of our overall risk management strategy and because some of our contracts require us to maintain specific insurance coverage limits.
Unavailability or cancellation of insurance coverage could increase our overall risk exposure as well as disrupt the management of our business operations. We maintain insurance coverage from third-party insurers as part of our overall risk management strategy and because some of our contracts require us to maintain specific insurance coverage limits.
Page 40 Climate change related events, such as increased frequency and severity of storms, floods, wildfires, droughts, hurricanes, freezing conditions, and other natural disasters, may have both immediate and long-term impacts on our business, financial condition and results of operations.
Climate change related events, such as increased frequency and severity of storms, floods, wildfires, droughts, hurricanes, freezing conditions, and other natural disasters, may have both immediate and long-term impacts on our business, financial condition and results of operations.
Continuing inflation and rising interest rates and/or construction costs could reduce the demand for our services as well as decrease our profit on our existing contracts, in particular with respect to our fixed-price contracts. Continuing or renewed inflation and rising interest rates and/or construction costs (including supply chain issues) could reduce the demand for our services.
Continuing inflation and high interest rates and/or construction costs could reduce the demand for our services as well as decrease our profit on our existing contracts, in particular with respect to our fixed-price contracts. Continuing or renewed inflation and high interest rates and/or construction costs (including supply chain issues) could reduce the demand for our services.
Therefore, continued or renewed inflation, rising interest rates and/or construction costs and supply chain challenges and/or frustrations could have a material adverse impact on our business, financial condition and results of operations. Project sites are inherently dangerous workplaces.
Therefore, continued or renewed inflation, high interest rates and/or construction costs and supply chain challenges and/or frustrations could have a material adverse impact on our business, financial condition and results of operations. Project sites are inherently dangerous workplaces.
Our failure to meet performance requirements or contractual schedules could adversely affect our business, financial condition and results of operations. Many of our contracts require us to satisfy specific progress or performance milestones in order to receive payment from the customer.
Page 20 Our failure to meet performance requirements or contractual schedules could adversely affect our business, financial condition and results of operations. Many of our contracts require us to satisfy specific progress or performance milestones in order to receive payment from the customer.
Given that the techniques used in cyberattacks change frequently and may be difficult to detect for periods of time, we may face difficulties in anticipating and implementing adequate preventative measures or mitigating harms after such an attack.
Given that the techniques used in cyberattacks change frequently and may be difficult to detect for periods of time, we may face Page 25 difficulties in anticipating and implementing adequate preventative measures or mitigating harms after such an attack.
If we fail to achieve some or all of the benefits that we expect to achieve as a result Page 35 of the Separation Transaction, or do not achieve them in the time we expect, our results of operations and financial condition could be materially adversely affected.
If we fail to achieve some or all of the benefits that we expect to achieve as a result of the Separation Transaction, or do not achieve them in the time we expect, our results of operations and financial condition could be materially adversely affected.
Risks Related to Our Common Stock and Corporate Structure Our quarterly results may fluctuate significantly, which could have a material negative effect on the price of our common stock. Our quarterly operating results may fluctuate significantly or fall below the expectations of securities analysts, which could have a material adverse impact on the price of our common stock.
Page 44 Risks Related to Our Common Stock and Corporate Structure Our quarterly results may fluctuate significantly, which could have a material negative effect on the price of our common stock. Our quarterly operating results may fluctuate significantly or fall below the expectations of securities analysts, which could have a material adverse impact on the price of our common stock.
Many of our clients require that we meet certain safety criteria to be eligible to bid for contracts and many contracts provide for automatic termination or forfeiture of some or all of our contract fees or profit in the event we fail to meet certain measures.
Many of our clients require that we meet certain HSSE criteria to be eligible to bid for contracts and many contracts provide for automatic termination or forfeiture of some or all of our contract fees or profit in the event we fail to meet certain measures.
If we are found to be liable for FCPA or other violations (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others), we could suffer from civil and criminal penalties or other sanctions, including contract cancellations or debarment and loss of reputation, any of which could have a material adverse impact on our business, financial condition and results of operations.
If we are found to be liable for FCPA or other violations (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others), we could suffer from civil and criminal penalties or other sanctions in multiple jurisdictions, including contract cancellations or debarment and loss of reputation, any of which could have a material adverse impact on our business, financial condition and results of operations.
Instability in the credit markets in the U.S. or abroad, and continued inflation and rising interest rates could cause the availability of credit to be relatively difficult or expensive to obtain at competitive rates, on commercially reasonable terms or in sufficient amounts.
Instability in the credit markets in the U.S. or abroad, and continued inflation and rising interest rates could cause the availability of credit to be relatively difficult or expensive to obtain on commercially reasonable terms or in sufficient amounts.
If we are unable to compete effectively, we could lose market share and our business and results of operations could be negatively impacted. • Our results of operations depend on the award of new contracts and the timing of the award of these contracts and economic conditions.
If we are unable to compete effectively, we could lose market share and our business and results of operations could be negatively impacted. Page 16 • Our results of operations depend on the award of new contracts and the timing of the award of these contracts and economic conditions.
Substantially all of our business is conducted through our subsidiaries. We depend on the performance of our subsidiaries and their ability to make distributions to us to fund our operations. Page 19 Risks Related to Our Operations We engage in a highly competitive business.
Substantially all of our business is conducted through our subsidiaries. We depend on the performance of our subsidiaries and their ability to make distributions to us to fund our operations. Risks Related to Our Operations We engage in a highly competitive business.
Areas requiring significant estimates by our leadership include: • Recognition of contract revenue, costs, profit or losses in applying the principles of percentage of completion accounting; • Estimated amounts for expected project losses, warranty costs, contract close-out or other costs; • Recognition of recoveries under contract change orders or claims; • Collectability of billed and unbilled accounts receivable and the need and amount of any allowance for doubtful accounts; • Estimates of other liabilities, including litigation and insurance revenues/reserves and reserves necessary for self-insured risks; • Accruals for estimated liabilities, including litigation reserves; • Valuation of assets acquired, and liabilities, goodwill, and intangible assets assumed, in acquisitions and ongoing assessment of impairment; • Valuation estimates for redeemable noncontrolling interests calculations; • Valuation of stock-based compensation; • The determination of liabilities under pension and other post retirement benefit programs; and • Income tax provisions and related valuation allowances.
Areas requiring significant estimates by our leadership include: Page 27 • Recognition of contract revenue, costs, profit or losses in applying the principles of percentage of completion accounting; • Estimated amounts for expected project losses, warranty costs, contract close-out or other costs; • Recognition of recoveries under contract change orders or claims; • Collectability of billed and unbilled accounts receivable and the need and amount of any allowance for expected credit losses; • Estimates of other liabilities, including litigation and insurance revenues/reserves and reserves necessary for self-insured risks; • Accruals for estimated liabilities, including litigation reserves; • Valuation of assets acquired, and liabilities, goodwill, and intangible assets assumed, in acquisitions and ongoing assessment of impairment; • Valuation estimates for redeemable noncontrolling interest calculations; • Valuation of stock-based compensation; • The determination of liabilities under pension and other post retirement benefit programs; and • Income tax provisions and related valuation allowances.
Page 28 Our actual results could differ from the estimates and assumptions used to prepare our financial statements. In preparing our financial statements, our leadership is required under U.S. GAAP to make estimates and assumptions as of the date of the financial statements.
Our actual results could differ from the estimates and assumptions used to prepare our financial statements. In preparing our financial statements, our leadership is required under U.S. GAAP to make estimates and assumptions as of the date of the financial statements.
Our focus on new growth areas for our business entails risks, including those associated with new relationships, clients, talent needs, capabilities, service and product offerings, and maintaining our collaborative culture and core values.
Page 30 Our focus on new growth areas for our business entails risks, including those associated with new relationships, clients, talent needs, capabilities, service and product offerings, and maintaining our collaborative culture and core values.
The needs of our customers change and evolve regularly. Our success depends upon our ability to identify emerging technological trends; develop technologically advanced, innovative, and cost-effective products and services; and market these products and services to our customers.
The needs of our customers change and evolve regularly. Our success depends upon our ability to identify emerging technological trends; develop or acquire technologically advanced, innovative, and cost-effective products and services; and market these products and services to our customers.
To the extent commodity prices decline or fluctuate and our customers defer new investments or cancel or delay existing projects, the demand for our services decreases, which may have a material adverse impact on our business, financial condition and results of operations. Commodity prices can also strongly affect the costs of projects.
To the extent commodity prices decline or fluctuate and our customers defer new investments or cancel or delay existing projects, the demand for our services could decrease, which may have a material adverse impact on our business, financial condition and results of operations. Commodity prices can also strongly affect the costs of projects.
Cost overruns can occur, leading to reduced profits or, in some cases, a loss for that project for a variety of reasons, including if the design or the estimates prove inaccurate or if circumstances change due to, among other things, unanticipated technical problems, difficulties in obtaining permits or approvals, changes in local laws or labor conditions, weather, supply chain or other delays beyond our control, changes in the costs of equipment or raw materials, our vendors’ or subcontractors’ inability or failure to perform, or changes in general economic conditions and inflationary pressures.
Cost overruns can occur, leading to reduced profits or, in some cases, a loss for that project for a variety of reasons, including if the design or the estimates prove inaccurate or if circumstances change due to, among other things, unanticipated technical problems, difficulties in obtaining permits or approvals, changes in local laws or labor conditions, weather, supply chain or other delays beyond our control, changes in the costs of equipment or raw materials, our vendors’ or subcontractors’ inability or failure to perform, or changes in geopolitical and general economic conditions, such as tariffs, counter tariffs and other inflationary pressures.
This includes, for example, unlimited indemnification obligations. • Many of our federal government contracts require us to have security clearances, which can be difficult and time consuming to obtain.
This includes, for example, unlimited indemnification obligations. • Some of our federal government contracts require us to have security clearances, which can be difficult and time consuming to obtain.
Our services expose us to significant monetary damages or even criminal violations and our insurance policies may not provide adequate coverage. • A reduction in the amount of available governmental funding could materially affect our results of operations. • We are dependent on third parties to complete many of our contracts. • Employee, agent or partner misconduct, or our overall failure to comply with laws or regulations, could weaken our ability to win contracts, which could result in reduced revenues and profits. • Cybersecurity or privacy breaches, or systems and information technology interruption or failure could adversely impact our ability to operate or expose us to contractual penalties, significant financial losses and/or reputational harm. • Our actual results could differ from the estimates and assumptions used to prepare our financial statements. • Our benefit plan expenses and obligations may fluctuate depending on various factors, including inflation, changes in levels of interest rates, and pension plan asset performance. • Our businesses could be materially and adversely affected by events outside of our control. • Our continued success is dependent upon our ability to hire, retain, and utilize qualified personnel while managing the risks associated with sustained remote working arrangements. • Any harm to our reputation or relationships with government agencies could decrease the amount of business that government agencies do with us, which could have a material adverse effect on our business, financial condition and results of operations. • Our focus on new growth areas entails risks, including those associated with new relationships, clients, talent needs, capabilities, service offerings, and maintaining our collaborative culture and core values. • If we, or our subsidiaries or companies in which we have made strategic investments, lose, or experience a significant reduction in, business from one or a few large customers, it could have a material adverse impact on us.
Our services expose us to significant monetary damages or even criminal violations and our insurance policies may not provide adequate coverage. • A reduction in the amount of available governmental funding could materially affect our results of operations. • We are dependent on third parties to complete many of our contracts. • Employee, agent or partner misconduct, or our overall failure to comply with laws or regulations, could weaken our ability to win contracts, which could result in reduced revenues and profits. • Cybersecurity or privacy breaches, or systems and information technology interruption or failure could adversely impact our ability to operate or expose us to contractual penalties, significant financial losses and/or reputational harm. • Our actual results could differ from the estimates and assumptions used to prepare our financial statements. • Our benefit plan expenses and obligations may fluctuate depending on various factors, including inflation, changes in levels of interest rates, and pension plan asset performance. • Our businesses could be materially and adversely affected by events outside of our control. • Our continued success is dependent upon our ability to hire, retain, train and utilize qualified personnel while managing the risks associated with remote and hybrid working arrangements. • Any harm to our professional reputation or relationships could have a material adverse effect on our business, financial condition and results of operations, including by negatively impacting the amount of work awarded to us and our ability to hire and retain qualified personnel. • Our focus on new growth areas entails risks, including those associated with new relationships, clients, talent needs, capabilities, service offerings, and maintaining our collaborative culture and core values. • If we, or our subsidiaries or companies in which we have made strategic investments, lose, or experience a significant reduction in, business from one or a few large customers, it could have a material adverse impact on us.
Page 25 Employee, agent or partner misconduct, or our overall failure to comply with laws or regulations, could weaken our ability to win contracts, which could result in reduced revenues and profits.
Employee, agent or partner misconduct, or our overall failure to comply with laws or regulations, could weaken our ability to win contracts, which could result in reduced revenues and profits.
Depending on the nature of the threat or the type and duration of any work action, these actions could have a material adverse impact on our business, financial condition and results of operations.
Depending on the nature, type and duration of any work action, these actions could have a material adverse impact on our business, financial condition and results of operations.
We may not realize all the economic benefits expected from the commercial agreement or realize the expected return on our investments. Risks Related to Regulatory Compliance Past and future non-financial environmental, health, and safety-related laws and regulations could impose significant additional costs and liabilities.
We may not realize all the economic benefits expected from the commercial agreement or realize the expected return on our investments. Risks Related to Regulatory Compliance Past and future non-financial health, safety, security and environment-related laws and regulations could impose significant additional costs and liabilities.
However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk. In addition, our credit facilities reference the Secured Overnight Financing Rate (“SOFR”) as the primary benchmark rate for our variable rate indebtedness.
However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk. In addition, our credit facilities reference the Secured Overnight Financing Rate (“SOFR”) as the primary benchmark rate for our U.S. Dollar variable rate indebtedness.
In addition, we bear all of the risk of high inflation with respect to those contracts that are fixed-price. Because a significant portion of our revenues are earned from cost-reimbursable type contracts (approximately 69% during fiscal 2024 ), the effects of inflation on our financial condition and results of operations over the past few years have been generally minor.
In addition, we bear all of the risk of high inflation with respect to those contracts that are fixed-price. Because a significant portion of our revenues are earned from cost-reimbursable type contracts (approximately 68% during fiscal 2025 ), the effects of inflation on our financial condition and results of operations over the past few years have been generally minor.
Trade secrets are generally difficult to protect. We implement technical and administrative measures to protect our confidential information and trade secrets, including by requiring our employees and contractors be subject to confidentiality and invention assignment obligations, but such measures may be inadequate to deter or prevent misappropriation of our confidential information or otherwise protect our intellectual property.
We implement technical and administrative measures to protect our confidential information and trade secrets, including by requiring our employees and contractors be subject to confidentiality and invention assignment obligations, but such measures may be inadequate to deter or prevent misappropriation of our confidential information or otherwise protect our intellectual property.
Risks Related to Acquisitions, Investments, Joint Ventures and Divestitures Page 36 Our use of joint ventures, partnerships and strategic investments in entities exposes us to risks and uncertainties, many of which are outside of our control. As is common in our industry, we perform certain contracts as a member of joint ventures, partnerships, and similar arrangements.
Page 36 Our use of joint ventures, partnerships and strategic investments in entities exposes us to risks and uncertainties, many of which are outside of our control. As is common in our industry, we perform certain contracts as a member of joint ventures, partnerships, and similar arrangements.
The discovery of additional contaminants or the imposition of unforeseen clean-up obligations at these or other sites could have a material adverse impact on our financial condition and results of operations. Health, safety, and environmental laws and regulations and policies are reviewed periodically, and any changes thereto could affect us in substantial and unpredictable ways.
The discovery of additional contaminants or the imposition of unforeseen clean-up obligations at these or other sites could have a material adverse impact on our financial condition and results of operations. HSSE laws and regulations and policies are reviewed periodically, and any changes thereto could affect us in substantial and unpredictable ways.
Failure to comply with any environmental, health, or safety laws or regulations, whether actual or alleged, exposes us to fines, penalties or potential litigation liabilities, including costs, settlements and judgments, any of which could adversely affect our business, financial condition and results of operations. If we fail to comply with any governmental requirements, our business may be adversely affected.
Failure to comply with any HSSE laws or regulations, whether actual or alleged, exposes us to fines, penalties or potential litigation liabilities, including costs, settlements and judgments, any of which could adversely affect our business, financial condition and results of operations. If we fail to comply with any governmental requirements, our business may be adversely affected.
Unsafe work sites also have the potential to increase employee turnover, increase the cost of a project to our clients and raise our operating and insurance costs. We are also subject to regulations dealing with occupational health and safety.
Unsafe work sites also have the potential to increase employee turnover, increase the cost of a project to our clients and raise our operating and insurance costs. We are also subject to regulations dealing with occupational health, safety, security and environment ("HSSE").
Our businesses could be materially and adversely affected by events outside of our control. Extraordinary or force majeure events beyond our control, such as natural or human caused disasters and geopolitical conflicts, could negatively impact our ability to operate.
Page 28 Our businesses could be materially and adversely affected by events outside of our control. Extraordinary or force majeure events beyond our control, such as natural or human caused disasters and geopolitical volatility and conflicts, could negatively impact our ability to operate.
Failure to effectively train our employees could create challenges for us in maintaining high levels of employee awareness of, and compliance with, our internal procedures and external regulatory compliance requirements, in addition to increasing our recruiting, training and supervisory costs, while failure to preserve our culture for any reason could harm our future success, including our ability to retain and recruit personnel, innovate and operate effectively and execute on our business strategy.
Failure to effectively train our employees could create challenges for us in maintaining high levels of employee awareness of, and compliance with, our internal procedures and external regulatory compliance requirements, in addition to increasing our recruiting, training and supervisory costs, while failure to preserve our culture for any reason could harm our future success, including our ability to recruit new talent in the marketplace and retain existing personnel, innovate and operate effectively and execute on our business strategy.
These efforts entail inherent risks associated with innovation and competition from other participants in those areas, potential failure to help our clients respond to the challenges they face, our ability to comply with uncertain evolving legal standards applicable to certain of our offerings, including those in the cybersecurity area, and, with respect to potential international growth, risks associated with operating in foreign jurisdictions, such as compliance with applicable foreign and U.S. laws and regulations that may impose different and, occasionally, conflicting or contradictory requirements, and the economic, legal, and political conditions in the foreign jurisdictions in which we operate.
These efforts entail inherent risks associated with innovation and competition from other participants in those areas, potential failure to help our clients respond to the challenges they face, our ability to manage risk exposure and comply with uncertain evolving legal standards applicable to certain of our offerings, including those in the cybersecurity area and related to PFAS services offered to our clients, and, with respect to potential international growth, risks associated with operating in foreign jurisdictions, such as compliance with applicable foreign and U.S. laws and regulations that may impose different and, occasionally, conflicting or contradictory requirements, and the economic, legal, and political conditions in the foreign jurisdictions in which we operate.
In addition, despite the work of our functional groups, we cannot guarantee the safety of our personnel or that there will be no damage to or loss of our work, equipment or supplies. Our safety record is critical to our reputation.
In addition, despite the work of our functional groups, we cannot guarantee the safety of our personnel or that there will be no damage to or loss of our work, equipment or supplies. Our HSSE performance is critical to our reputation.
We will also need to continue to respond to and anticipate changes resulting from artificial intelligence and other similarly disruptive technologies.
Page 26 We will also need to continue to respond to and anticipate changes resulting from artificial intelligence and other similarly disruptive technologies.
Our international operations are subject to a variety of risks, including: • Recessions and other economic crises in other regions, such as Europe, Asia or other specific foreign economies and the impact on our costs of doing business in those countries; • Difficulties in staffing and managing foreign personnel and operations, including challenges related to logistics, communications and professional licensure of our international workforce; • Unexpected changes in foreign government policies and regulatory requirements; • Potential non-compliance with a wide variety of laws and regulations, including anti-corruption, export control and anti-boycott laws and similar non-U.S. laws and regulations; • Potential non-compliance with regulations and evolving industry standards regarding consumer protection and data use and security, including the General Data Protection Regulation approved by the European Union and the Data Protection Act approved by the United Kingdom; • Lack of developed legal systems to enforce contractual rights; • Expropriation and nationalization of our assets in a foreign country; • Renegotiation or nullification of our existing contracts; • The adoption of new, and the expansion of existing, trade or other restrictions; • Embargoes, duties, tariffs or other trade restrictions, including sanctions; • Geopolitical developments that impact our or our clients’ ability to operate in a foreign country; • Changes in labor conditions; • Acts of war, aggression between nations, civil unrest, force majeure, and terrorism; • The ability to finance efficiently our foreign operations; • Social, political, and economic instability; • Changes to tax policy; • Currency exchange rate fluctuations; • Limitations on the ability to repatriate foreign earnings; and Page 33 • U.S. government policy changes in relation to the foreign countries in which we operate.
Our international operations are subject to a variety of risks, including: • Recessions and other economic crises in other regions, such as Europe, Asia or other specific foreign economies and the impact on our costs of doing business in those countries; • Difficulties in staffing and managing foreign personnel and operations, including challenges related to logistics, communications and professional licensure and work permits of our international workforce; • Unexpected changes in foreign government policies, regulatory requirements and procurement practices, including policies adopted by countries that may champion or otherwise favor domestic companies and technologies over foreign competitors; • Potential non-compliance with a wide variety of laws and regulations, including anti-corruption, export control and anti-boycott laws and similar non-U.S. laws and regulations; • Potential non-compliance with regulations and evolving industry standards regarding consumer protection and data use and security, including the General Data Protection Regulation approved by the European Union and the Data Protection Act approved by the United Kingdom; • Lack of developed legal systems to enforce contractual rights; • Expropriation and nationalization of our assets in a foreign country; • Renegotiation or nullification of our existing contracts; • The adoption of new, and the expansion of existing, trade or other restrictions; • Embargoes, duties, tariffs or other trade restrictions, including sanctions; • Geopolitical developments that impact our or our clients’ ability to operate in a foreign country; • Changes in labor conditions; • Acts of war, aggression between nations, civil unrest, force majeure, and terrorism; • The ability to finance efficiently our foreign operations; • Social, political, and economic instability; • Changes to tax policy; • Currency exchange rate fluctuations; • Limitations on the ability to repatriate foreign earnings; and • U.S. government policy changes in relation to the foreign countries in which we operate.
In addition, complying or failing to comply with existing or future federal, state, local, and foreign legislation and regulations applicable to our ESG efforts, which may conflict with one another, could cause us to incur additional compliance and operational costs or actions and suffer reputational harm, which could materially and adversely affect our business, financial condition and results of operations.
Complying, or failing to comply, with existing or future federal, state, local, and foreign legislation and regulations applicable to our sustainability efforts and reporting, which may conflict with one another, could cause us to incur additional compliance and operational costs or actions and suffer reputational harm, which could materially and adversely affect our business, financial condition and results of operations.
However, achievement of our climate commitments and targets is subject to risks and uncertainties, many of which are outside of our control.
The achievement of our climate commitments and targets is subject to risks and uncertainties, many of which are outside of our control.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe maintain oversight of service providers through a proactive monitoring approach, leveraging a cybersecurity questionnaire and security and privacy Page 45 addenda to our contracts where applicable. We evaluate third party providers for maintenance of effective security management programs, compliance with information handling and asset management protocols, and require prompt notification of known or suspected cyber incidents.
Biggest changePage 46 Third-party risk management is a critical component of our cybersecurity strategy. We maintain oversight of service providers through proactive monitoring, leveraging a cybersecurity questionnaire and security and privacy addenda to our contracts where applicable.
We employ a Zero Trust Security framework that requires identity verification for network access, complemented by regular system assessments and monitoring. Our security controls include identity management programs, data loss prevention protocols, and threat detection capabilities. Our controls undergo regular review and updates based on threat intelligence, ensuring adaptability to merging threats.
We employ a Zero Trust Security framework that requires identity verification for network access, complemented by regular system assessments and monitoring. Our security controls include identity management programs, data loss prevention protocols, and threat detection capabilities. Our controls undergo regular review and updates based on threat intelligence, ensuring adaptability to emerging threats.
The underlying controls of the cybersecurity program are based on recognized best practices and standards for cybersecurity and information technology and is aligned to the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”) and the International Organization Standardization (“ISO”) 27001 Information Security Management System Requirements.
The underlying controls of the cybersecurity program are based on recognized best practices and standards for cybersecurity and information technology and is aligned with the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”) and the International Organization for Standardization (“ISO”) 27001 Information Security Management System Requirements.
Generally, this committee meets quarterly, or more frequently as appropriate, to review, assess and direct decisions related to cybersecurity and information systems matters. Our cybersecurity program is led by our CISO, who reports to our Chief Information Officer (CIO).
Generally, this committee meets quarterly, or more frequently as needed, to review, assess and direct decisions related to cybersecurity and information systems matters. Our cybersecurity program is led by our CISO, who reports to our Chief Information Officer ("CIO").
Additionally, our IT General Controls (ITGC) undergo annual testing through Sarbanes-Oxley audits, which examine security controls relating to system changes, access management, system configurations, and data backup processes. Our Board of Directors has ultimate oversight of cybersecurity and information security risk, which it manages as part of our enterprise risk management program.
Additionally, our IT General Controls (ITGCs) undergo annual testing through Sarbanes-Oxley (SOX) audits, which examine security controls relating to system changes, access management, system configurations, and data backup processes. Our Board of Directors has ultimate oversight of cybersecurity and information security risk, which it manages as part of our enterprise risk management program.
Throughout the year, our senior executives, including our Chief Information Security Officer ("CISO"), provide regular briefings to the full Board, the Audit Committee and the ESG and Risk Committee. These presentations cover technology trends, regulatory developments, disclosure requirements, legal issues, policies and practices, threat environment assessments, and ongoing security measures to prevent, detect, and respond to critical threats.
Throughout the year, our senior executives, including our Chief Information Security Officer ("CISO"), provide regular briefings to the full Board, the Audit Committee and the Sustainability and Risk Committee. These updates cover technology trends, regulatory developments, disclosure requirements, legal issues, policies and practices, threat environment assessments, and ongoing security measures to prevent, detect, and respond to critical threats.
Our CISO has extensive experience assessing and managing cybersecurity programs and cybersecurity risk and holds the following certifications: Certified Information Systems Security Professional (CISSP), a Certified Ethical Hacker (CEH), am FINRA Licensed (with a Series 99), and an Oracle Cloud Certified Professional (OCP).
Our CISO has extensive experience assessing and managing cybersecurity programs and cybersecurity risk and holds the following credentials: Certified Information Systems Security Professional (CISSP), a Certified Ethical Hacker (CEH), FINRA Licensed (with a Series 99), and an Oracle Cloud Certified Professional (OCP).
Item 1C. CYBERSECURITY We maintain a cybersecurity program, designed to proactively identify, assess, manage, mitigate, and respond to cybersecurity threats. Our Cybersecurity Organization develops, implements, and maintains this program, which is documented in our global cybersecurity policy.
Item 1C. CYBERSECURITY We maintain a cybersecurity program, designed to proactively identify, assess, manage, mitigate, and respond to cybersecurity threats. Our Cybersecurity Organization develops, implements, and maintains this program, which is governed by our global cybersecurity policy.
We employ systematic processes to manage cybersecurity risks, including through cybersecurity audits, interconnectivity with business networks, system access controls and monitoring, and data back-up and recovery. Our cloud environments undergo continuous assessment, with firewall and backup systems designed to support operational resilience.
We employ systematic processes to manage cybersecurity risks, including through cybersecurity audits, network interconnectivity reviews, system access controls and monitoring, and data backup and recovery. Our cloud environments undergo continuous assessment, with firewall and backup systems designed to support operational resilience.
Our CISO is informed about and monitors prevention, detection, mitigation, and remediation efforts through regular communication and reporting from professionals in the information security team, many of whom have decades of experience and hold certifications such as a Certified Information Systems Security Professional or Certified Information Security Manager, and through the use of technological tools and software and engagement with external consultants.
Our CISO oversees prevention, detection, mitigation, and remediation efforts through regular communication and reporting from information security professionals, many of whom have decades of experience and hold certifications such as a Certified Information Systems Security Professional (CISSP) or Certified Information Security Manager (CISM). These efforts are supported by advanced technological tools, specialized software and engagement with external consultants.
Similarly, our incident response program is regularly tested and updated to address emerging threat landscapes. To ensure organization-wide security awareness, cybersecurity training is mandatory and issued to all employees annually. Cybersecurity awareness is also included across other training programs, including our annual Code of Conduct and privacy training programs. Third-party risk management is a critical component of our security strategy.
Similarly, our incident response program is regularly tested and updated to address emerging threat landscapes. To ensure organization-wide security awareness, cybersecurity training is mandatory and provided to all employees annually. Cybersecurity awareness is also included across other training programs, including our annual "Living our Values" training modules and our privacy training programs.
The Board, the Audit Committee and the ESG and Risk Committee regularly discuss cybersecurity and information security risks with our senior executives. As part of our cybersecurity governance, we also utilize a Cybersecurity Steering Committee comprised of executive management, operational leaders, and cross-functional teams.
The Board and its committees regularly engage in discussions with senior executives regarding cybersecurity and information security risks. As part of our cybersecurity governance, we also maintain a Cybersecurity Steering Committee chaired by our CISO and comprised of executive management, operational leaders, and cross-functional teams.
We continuously monitor our networks for unauthorized access attempts and maintain defensive measures; however, the dynamic nature of cyber threats means we cannot guarantee prevention of all potential future incidents that could materially impact our business operations, financial condition, or strategic objectives.
However, the evolving and sophisticated nature of cyber threats means we cannot guarantee prevention of all potential incidents that could materially impact our business operations, financial condition, or strategic objectives.
Even if we successfully defend our own digital technologies and services, we also rely on providers of third-party products, services, and networks, with whom we may share data and services, and who may be unable to effectively defend their digital technologies and services against attack.
In addition, even if we effectively defend our own systems, we rely on third-party providers of products, services and networks, with whom we share data and services, and who may themselves be unable to prevent or mitigate cyberattacks.
Our CISO and CIO regularly report directly to the Board, the Audit Committee and the ESG and Risk Committee on our cybersecurity program and efforts to prevent, detect, mitigate, and remediate incidents.
Our CISO and CIO regularly provide reports to the Board, the Audit Committee and the Sustainability and Risk Committee on our cybersecurity posture, key initiatives and ongoing efforts to prevent, detect, mitigate, and remediate cyber incidents.
While we have not experienced a material impact on our business strategy, results of operations and/or financial condition resulting from cybersecurity threats or previous cybersecurity incidents, such events have the potential to have a material adverse effect on our business strategy, results of operations and financial condition, including by damaging or interrupting access to our information systems or networks, compromising confidential or otherwise protected information, destroying or corrupting data, or otherwise disrupting our operations.
While we have not experienced a material impact on our business strategy, results of operations and/or financial condition from cybersecurity threats or prior incidents, such events have the potential to have a material adverse effect on such aspects of our business.
In addition, in the event of an incident, we intend to follow our incident response procedures that include notification processes to inform senior management and the Board of Directors and provide ongoing updates regarding any such incident until it has been remediated as appropriate.
In the event of a cybersecurity incident, we follow established incident response procedures, which includes protocols for timely notification to senior management as well as the Board of Directors, with ongoing updates provided until the issue is remediated, as appropriate.
To validate our security posture, we engage independent external parties to conduct regular penetration testing and security audits, and to provide cybersecurity consulting services. We maintain ISO 27001 certification for our global enterprise.
We evaluate third party providers to ensure they maintain effective security management programs, compliance with information handling and asset management protocols, and provide prompt notification of any known or suspected cybersecurity incidents. To validate our security posture, we engage independent external firms to conduct regular penetration testing, security audits, and cybersecurity consulting.
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Specifically, the Board is assisted by the Audit Committee and the ESG and Risk Committee, which oversees our cybersecurity risk exposures and the steps taken by management to monitor and mitigate cybersecurity risks, and reports to the Board.
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We maintain ISO/IEC 27001 certification for our global enterprise. We also maintain a Cybersecurity Maturity Model Certification (CMMC) L2 certification for our U.S. Federal operations, and Cyber Essentials (CE) Plus certification for our U.K. operations.
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The Board is assisted by the Audit Committee,,as it pertains to cybersecurity threats to the integrity of the Company's financial systems and compliance with cybersecurity related disclosures, and the Sustainability and Risk Committee, as it pertains to cybersecurity as a part of the Company's enterprise risk, which oversee our cybersecurity risk exposures, review management’s mitigation efforts, and report their findings to the Board.
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Realization of these risks could damage or disrupt access to our information systems or networks, compromise confidential or protected information, destroy or corrupt data or otherwise interfere with our operations. We continuously monitor our networks for unauthorized access attempts and maintain a range of defensive measures.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. PROPERTIES Our properties consist primarily of office space within general, commercial office buildings located in major cities primarily in the following countries: United States; Australia; Canada; India; Poland; United Arab Emirates and United Kingdom. We also lease smaller offices located in certain other countries.
Biggest changeItem 2. PROPERTIES Our properties consist primarily of office space within general, commercial office buildings located in major cities primarily in the following countries: United States; United Kingdom; Australia; India; Canada; Poland and United Arab Emirates. We also lease smaller offices located in certain other countries.
We continue to evaluate our real estate needs in connection with changes in the Company's use of leased space and as part of our overall strategic organizational changes. Page 46
We continue to evaluate our real estate needs in connection with changes in the Company's use of leased space and as part of our overall strategic organizational changes.
Such space is used for operations (providing technical, professional, and other home office services), sales and administration. The total amount of space leased by us for all of our operations is approximately 5.2 million square feet.
Such space is used for operations (providing Page 47 technical and professional services), sales and administration. The total amount of space leased by us for all of our operations is approximately 5.3 million square feet.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. LEGAL PROCEEDINGS The information required by this Item 3 is included in Note 19- Contractual Guarantees, Litigation, Investigations and Insurance of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K and is incorporated herein by reference. Item 4. MINE SAFETY DISCLOSURE None. Page 47 PART II
Biggest changeItem 3. LEGAL PROCEEDINGS The information required by this Item 3 is included in Note 18- Contractual Guarantees, Litigation, Investigations and Insurance of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K and is incorporated herein by reference. Item 4. MINE SAFETY DISCLOSURE None. Page 48 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table summarizes repurchase activity under the 2023 Repurchase Authorization during the fourth quarter of fiscal 2024: Period Total Number of Shares Purchased Average Price Per Share (1) Total Number of Shares Purchased under the 2023 Repurchase Authorization Approximate Dollar Value of Shares that May Yet Be Purchased Under the 2023 Repurchase Authorization June 29, 2024 - July 26, 2024 43,000 $140.26 43,000 $522,421,482 July 27, 2024 - August 23, 2024 129,949 $146.34 129,949 $503,405,377 August 24, 2024 - September 27, 2024 211,281 $147.85 211,281 $472,167,595 (1) Includes commissions paid and excise tax due under the Inflation Reduction Act of 2022 and calculated at the average price per share.
Biggest changeAt September 26, 2025, the Company had $1.22 billion remaining under the 2025 Repurchase Authorization An aggregate summary of repurchases of the Company’s common stock made during the fourth quarter of fiscal 2025: Period Total Number of Shares Purchased Average Price Per Share (1) Total Number of Shares Purchased under the 2025 Repurchase Authorization Approximate Dollar Value of Shares that May Yet Be Purchased Under the 2025 Repurchase Authorization June 28, 2025 - July 25, 2025 193,115 $136.04 193,115 $1,292,895,183 July 26, 2025 - August 22, 2025 219,595 $145.93 219,595 $1,260,850,768 August 23, 2025 - September 26, 2025 283,819 $149.97 283,819 $1,218,285,330 (1) Includes commissions paid and excise tax due under the Inflation Reduction Act of 2022 and calculated at the average price per share.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the New York Stock Exchange under the ticker symbol "J". Shareholders According to the records of our transfer agent, there were 2,264 s h areholders of record as of November 13, 2024.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the New York Stock Exchange under the ticker symbol "J". Shareholders According to the records of our transfer agent, there were 2,097 shareholders of record as of November 10, 2025.
Page 48 Performance Graph The following graph and table show the changes over the five-year period ended September 27, 2024 1 in the value of $100 as of the close of market on September 27, 2019 in (1) the common stock of Jacobs Solutions Inc., (2) the Standard & Poor’s 500 Stock Index and (3) the Standard & Poor's 1500 IT Consulting & Other Services Index.
Page 49 Performance Graph The following graph and table show the changes over the five-year period ended September 26, 2025 in the value of $100 as of the close of market on October 2, 2020 in (1) the common stock of Jacobs Solutions Inc., (2) the Standard & Poor’s 500 Stock Index and (3) the Standard & Poor's 1500 IT Consulting & Other Services Index.
On January 25, 2023, the Company's Board of Directors authorized an incremental share repurchase program of up to $1.0 billion of the Company's common stock, to expire on January 25, 2026 (the "2023 Repurchase Authorization"). At September 27, 2024, the Company had $472.2 million remaining under the 2023 Repurchase Authorization.
Share Repurchases On January 25, 2023, the Company's Board of Directors authorized an incremental share repurchase program of up to $1.0 billion of the Company's common stock, which would expire on January 25, 2026 (the "2023 Repurchase Authorization").
Share Repurchases On January 16, 2020, the Company's Board of Directors authorized a share repurchase program of up to $1.0 billion of the Company's common stock (the "2020 Repurchase Authorization"). The 2020 Repurchase Authorization expired on January 15, 2023.
On January 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").
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The stock performance included in this graph is not necessarily indicative of future stock price performance. 2019 2020 2021 2022 2023 2024 Jacobs Solutions Inc. 100.00 102.46 147.60 122.14 154.89 181.03 S&P 500 100.00 115.15 149.70 126.54 153.89 209.84 S&P 1500 IT Consulting & Other Services 100.00 102.74 139.27 113.51 134.59 177.69 1 The SpinCo Business began separately trading on September 30, 2024.
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By the end of the second fiscal quarter of 2025, the Company had repurchased the full amount of common stock authorized under the 2023 Repurchase Authorization.
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The stock performance included in this graph is not necessarily indicative of future stock price performance. 2020 2021 2022 2023 2024 2025 Jacobs Solutions Inc. 100.00 144.06 119.23 151.21 176.75 206.34 S&P 500 100.00 130.01 109.89 133.65 182.23 214.30 S&P 1500 IT Consulting & Other Services 100.00 135.56 110.48 131.00 172.95 163.37 Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changePage 56 The following table reconciles total income tax expense on continuing operations using the statutory U.S. federal income tax rate to the consolidated income tax expense on continuing operations shown in the accompanying Consolidated Statements of Earnings for the years ended September 27, 2024, September 29, 2023 and (dollars in thousands): For the Years Ended September 27, 2024 % September 29, 2023 % September 30, 2022 % Statutory amount $ 163,230 21.0 % $ 109,405 21.0 % $ 100,274 21.0 % State taxes, net of the federal benefit 21,615 2.8 % 13,938 2.7 % 9,982 2.1 % Exclusion of tax on non-controlling interests (5,230) (0.7) % (5,461) (1.0) % (6,871) (1.4) % Foreign: Difference in tax rates of foreign operations 17,891 2.3 % 4,583 0.9 % (2,514) (0.5) % (Benefit)/Expense from foreign valuation allowance change (27,780) (3.6) % (1,305) (0.3) % 3,043 0.6 % U.S. tax cost of foreign operations 72,887 9.4 % 68,662 13.2 % 37,443 7.8 % Derecognition of deferred tax liabilities related to investment in Australian partnership (61,614) (7.9) % — — % — — % Other Includable Income 25,952 3.3 % — — % — — % Tax differential on foreign earnings 27,336 3.5 % 71,940 13.8 % 37,972 7.9 % Foreign tax credits (33,402) (4.3) % (36,180) (6.9) % (29,468) (6.2) % Tax Rate Change (147) — % (9,913) (1.9) % 3,210 0.7 % Valuation allowance 12,339 1.6 % (7,169) (1.4) % (59,121) (12.4) % Uncertain tax positions (1,153) (0.1) % (38,844) (7.5) % (1,439) (0.3) % Other items: Disallowed officer compensation 5,394 0.7 % 7,081 1.4 % 6,034 1.3 % Research and Development Credit (17,110) (2.2) % (2,133) (0.4) % (1,952) (0.4) % Transaction Costs 8,500 1.1 % 4 — % 1,806 0.4 % Investment in Amentum (39,255) (5.1) % — — % — — % Other items – net (10,624) (1.4) % (1,332) (0.3) % 5,901 1.2 % Total other items (53,095) (6.8) % 3,620 0.7 % 11,789 2.5 % Income taxes from continuing operations $ 131,493 16.9 % $ 101,336 19.5 % $ 66,328 13.9 % Restructuring and Other Charges During fiscal 2023, the Company implemented restructuring initiatives relating to the Separation Transaction.
Biggest changePage 57 The following table reconciles total income tax expense on continuing operations using the statutory U.S. federal income tax rate to the consolidated income tax expense on continuing operations shown in the accompanying Consolidated Statements of Earnings for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 (dollars in thousands): For the Years Ended September 26, 2025 % September 27, 2024 % September 29, 2023 % Statutory amount $ 114,130 21.0 % $ 163,230 21.0 % $ 109,405 21.0 % State taxes, net of the federal benefit 15,852 2.9 % 21,615 2.8 % 13,938 2.7 % Exclusion of tax on non-controlling interests (880) (0.2) % (5,230) (0.7) % (5,461) (1.0) % Foreign: Difference in tax rates of foreign operations 11,458 2.1 % 17,891 2.3 % 4,583 0.9 % Expense/(Benefit) from foreign valuation allowance change 415 0.1 % (27,780) (3.6) % (1,305) (0.3) % U.S. tax cost of foreign operations 76,014 14.0 % 72,887 9.4 % 68,662 13.2 % Derecognition of deferred tax liabilities related to investment in Australian partnership — — % (61,614) (7.9) % — — % Other Includable Income 1,344 0.2 % 25,952 3.3 % — — % Tax differential on foreign earnings 89,231 16.4 % 27,336 3.5 % 71,940 13.8 % Foreign tax credits (48,885) (9.0) % (33,402) (4.3) % (36,180) (6.9) % Tax Rate Change 98 — % (147) — % (9,913) (1.9) % Valuation allowance 988 0.2 % 12,339 1.6 % (7,169) (1.4) % Uncertain tax positions 11,153 2.1 % (1,153) (0.1) % (38,844) (7.5) % Other items: Disallowed officer compensation 5,157 0.9 % 5,394 0.7 % 7,081 1.4 % Research and Development Credit (35,637) (6.6) % (17,110) (2.2) % (2,133) (0.4) % Non-Deductible Incentive Compensation 18,376 3.4 % 3,296 0.4 % 162 — % Transaction Costs 675 0.1 % 8,500 1.1 % 4 — % Non-taxable mark-to-market Adjustment for Amentum investment 51,989 9.6 % (39,255) (5.1) % — — % Other items – net (6,692) (1.2) % (13,920) (1.8) % (1,494) (0.3) % Total other items 33,868 6.2 % (53,095) (6.8) % 3,620 0.7 % Income taxes from continuing operations $ 215,555 39.7 % $ 131,493 16.9 % $ 101,336 19.5 % Note: Certain amounts have been reclassified to conform to the current year presentation.
Because certain contracts (e.g., contracts relating to large Engineering, Procurement & Construction ("EPC") 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.
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.
Differences between actuarial assumptions and actual performance (i.e., actuarial gains and losses) that are not recognized as a component of net periodic pension cost in the period in which such differences arise are recorded to accumulated other comprehensi ve income (loss) and are recognized as part of net periodic pension cost in future periods in accordance with U.S. GAAP.
Differences between actuarial assumptions and actual performance (i.e., actuarial gains and losses) that are not recognized as a component of net periodic pension cost in the period in which such differences arise are recorded to accumulated other comprehensi ve loss and are recognized as part of net periodic pension cost in future periods in accordance with U.S. GAAP.
Lastly, SG&A expenses were impacted by unfavorable foreign exchange impacts of $2.1 million for the year ended September 27, 2024 as compared to favorable impacts of $58.9 million for fiscal 2023. Net interest expense for the year ended September 27, 2024 was $134.6 million, a decrease of $8.5 million from $143.1 million for the prior year.
Lastly, SG&A expenses were impacted by unfavorable foreign exchange impacts of $2.1 million for the year ended September 27, 2024 as compared to favorable impacts of $58.9 million for fiscal 2023. Net interest expense for the year ended September 27, 2024 was $134.6 million, a decrease of $8.5 million from $143.1 million for fiscal 2023.
Direct costs of contracts include all costs incurred in connection with and directly for the benefit of client contracts, including depreciation and amortization relating to assets used in providing the services required by the related projects.
Direct cost of contracts include all costs incurred in connection with and directly for the benefit of client contracts, including depreciation and amortization relating to assets used in providing the services required by the related projects.
The level of direct costs of contracts may fluctuate between reporting periods due to a variety of factors, including the amount of pass-through costs we incur during a period.
The level of direct cost of contracts may fluctuate between reporting periods due to a variety of factors, including the amount of pass-through costs we incur during a period.
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. Page 51 Our Consolidated Balance Sheets include amounts representing our probable estimated liability relating to such claims, litigation, audits, and investigations.
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. Our Consolidated Balance Sheets include amounts representing our probable estimated liability relating to such claims, litigation, audits, and investigations.
The year-over-year increase in operating profit was driven primarily by the revenue growth mentioned above with an unfavorable comparison impact of a one-time net favorable $41 million relating mainly to changes in employee benefits programs during first quarter 2023, partly offset by year over year favorable department spending.
The year-over-year increase in operating profit was driven primarily by the revenue growth mentioned above with an unfavorable comparative impact of a one-time net favorable $41 million relating mainly to changes in employee benefits programs during first quarter 2023, partly offset by year over year favorable department spending.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Page 49 Critical Accounting Policies and Estimates In order to better understand the changes that occur to key elements of our financial condition, results of operations and cash flows, a reader of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be aware of the critical accounting policies we apply in preparing our consolidated financial statements.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Page 50 Critical Accounting Policies and Estimates In order to better understand the changes that occur to key elements of our financial condition, results of operations and cash flows, a reader of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be aware of the critical accounting policies we apply in preparing our consolidated financial statements.
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 the Company brings.
Page 52 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 the Company brings.
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 Page 64 2023-09 will be effective for the Company's annual fiscal 2026 period .
The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. ASU 2023-09 will be effective for the Company's annual fiscal 2026 period .
Accounting for Pension Plans The accounting for pension plans requires the use of assumptions and estimates in order to calculate periodic pension cost and the value of the plans’ assets and liabilities. These assumptions include discount rates, investment returns, and projected salary increases, among others.
Page 51 Accounting for Pension Plans The accounting for pension plans requires the use of assumptions and estimates in order to calculate periodic pension cost and the value of the plans’ assets and liabilities. These assumptions include discount rates, investment returns, and projected salary increases, among others.
We believe the range of rates selected for fiscal 2025 reflects the long-term returns expected on the plans’ assets, considering recent market conditions, projected rates of inflation, the diversification of the plans’ assets, and the expected real rates of market returns.
We believe the range of rates selected for fiscal 2026 reflects the long-term returns expected on the plans’ assets, considering recent market conditions, projected rates of inflation, the diversification of the plans’ assets, and the expected real rates of market returns.
Miscellaneous income, net for the year ended September 27, 2024 was income of $219.5 million, favorable by $231.9 million as compared to $(12.4) million for the prior year.
Miscellaneous income (expense), net for the year ended September 27, 2024 was income of $219.5 million, favorable by $231.9 million as compared to $(12.4) million for the prior period.
In connection with the Separation Transaction, during the fourth quarter, Jacobs received a cash payment of approximately $911 million from SpinCo which was subsequently used for the repayment of debt, which was inclusive of the outstanding short term 2020 Term Loan Facility totaling $834.9 million.
In connection with the Separation Transaction, during the fourth quarter of fiscal year 2024, Jacobs received a cash payment of approximately $911 million from SpinCo which was subsequently used for the repayment of debt, which was inclusive of the outstanding short term 2020 Term Loan Facility totaling $834.9 million.
The Company does not expect that the application of this standard will have a material impact on our consolidated financial statements and related disclosures.
The Company does not expect that the application of this standard will have a material impact on our consolidated financial statements and related disclosures. Page 68
The Bonds and the 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 Securities and Exchange Commission.
The Bonds and the 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.
The current year's results were impacted by Restructuring and other charges of $163.4 million in separation activities (mainly professional services and employee separation costs) relating to the Separation Transaction in comparison to prior period costs of $61.1 million. Further our SG&A expenses were impacted by slight increases in other department spend and personnel costs.
Fiscal 2024 results were impacted by Restructuring and other charges of $163.4 million in separation activities (mainly professional services and employee separation costs) relating to the Separation Transaction in comparison to prior period costs of $61.1 million. Further our SG&A expenses were impacted by slight increases in other department spend and personnel costs.
Operating profit for the segment for the year ended September 27, 2024 was $239.3 million, an increase of $2.2 million, or 0.9%, from $237.0 million, for the prior year. Operating profit trends showed consistent levels year over year overall.
Operating profit for the segment for the year ended September 27, 2024 was $239.3 million, an increase of $2.2 million, or 0.9%, from $237.0 million, for fiscal 2023. Operating profit trends showed consistent levels year over year overall.
Net earnings attributable to Jacobs from discontinued operations for fiscal 2024 were $193.3 million (or $1.54 per diluted share), a decrease of $93.4 million, or 32.6% , from $286.7 million (or $2.25 per diluted share) for the last year.
Net earnings attributable to Jacobs from discontinued operations for fiscal 2024 were $193.3 million (or $1.54 per diluted share), a decrease of $93.4 million, or 32.6%, from $286.7 million (or $2.25 per diluted share) for the corresponding prior year period.
If the expected return on plan assets was lower or higher by 1.0%, the net periodic pension cost for fiscal 2024 would be higher or lower, respectively, by approximately $13.1 million for non-U.S. plans, and by approximately $2.9 million for U.S. plans.
If the expected return on plan assets was lower or higher by 1.0%, the net periodic pension cost for fiscal 2025 would be higher or lower, respectively, by approximately $13.1 million for non-U.S. plans, and by approximately $2.7 million for U.S. plans.
The Company believes, after consultation with counsel, that such 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.
The Company believes, after consultation with counsel, that such 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. Page 53 JACOBS SOLUTIONS INC.
The discount rates used to compute plan liabilities ranged from 3.8% to 6.9% in fiscal 2024 and range from 3.4% to 7.0% in fiscal 2025. These assumptions represent the Company’s best estimate of the rates at which its pension obligations could be effectively settled.
The discount rates used to compute plan liabilities ranged from 3.4% 7.0% in fiscal 2025 and range from 3.2% to 6.0% in fiscal 2026. These assumptions represent the Company’s best estimate of the rates at which its pension obligations could be effectively settled.
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.
These actions, which are expected to be substantially completed before the end of calendar year 2025, are expected to result in estimated gross annualized pre-tax cash savings of approximately $165 million to $200 million. We will likely incur additional charges under this program through calendar year 2025, which are expected to result in additional savings in future periods.
On February 6, 2023, the Company refinanced its Revolving Credit Facility and Term Loan Facilities, and on February 16, 2023, the Company issued $500.0 million in bonds. On August 18, the Company issued $600.0 million in bonds.
On February 6, 2023, the Company refinanced its Revolving Credit Facility, and on February 16, 2023, the Company issued $500 million in bonds. On August 18, 2023, the Company issued $600 million in bonds.
(3) The year ended September 27, 2024 included $186.9 million in mark-to-market gains associated with our investment in Amentum stock in connection with the Separation Transaction and a $35.2 million realized gain on interest rate swaps settled during the fourth quarter of fiscal 2024. The year ended September 30, 2022 included a gain of $8.7 million related to lease terminations.
(2) The year ended September 27, 2024 included $186.9 million in mark-to-market gains associated with our investment in Amentum stock in connection with the Separation Transaction and a $35.2 million realized gain on interest rate swaps settled during the fourth quarter of fiscal 2024.
Page 60 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.
Backlog Information Backlog represents revenue we expect to realize in the future for work to be completed by our consolidated subsidiaries and our proportionate share of work to be performed by unconsolidated joint ventures.
Backlog relating to work to be performed either directly or indirectly for the U.S. federal government and its agencies totaled approximately $2.4 billion (or 11.1% of total backlog), $2.6 billion (or 14.7% of total backlog) and $2.3 billion (or 13.2% of total backlog) at September 27, 2024, September 29, 2023 and September 30, 2022, respectively.
Backlog relating to work to be performed either directly or indirectly for the U.S. federal government and its agencies totaled approximately $2.2 billion (or 9.5% of total backlog), $2.4 billion (or 11.1% of total backlog) and $2.6 billion (or 14.7% of total backlog) at September 26, 2025, September 27, 2024 and September 29, 2023, respectively.
Of this amount, $0.5 million was issued under the Revolving Credit Facility and $305.7 million was issued under separate, committed and uncommitted letter-of-credit facilities.
Of this amount, $0.3 million was issued under the Revolving Credit Facility and $216.7 million was issued under separate, committed and uncommitted letter-of-credit facilities.
The overall higher income tax expense was offset by a $61.6 million discrete income tax benefit 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 in fiscal year 2024.
Further, our income tax expense was unfavorably impacted by a prior year discrete income tax benefit of $61.6 million 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 in fiscal year 2024.
The I&AF business benefited primarily from stronger performance in its Advanced Facilities and international business operations. Additionally, the increase in revenues for fiscal 2023 were partially offset by an unfavorable impact of foreign currency translation of $175.3 million in our international businesses, as compared to an unfavorable impact of $277.3 million for the corresponding period last fiscal year.
The I&AF segment benefited primarily from stronger performance in its Advanced Facilities and international business operations. Our revenues for fiscal 2024 were favorably impacted by foreign currency translation of $77.0 million in our international businesses, as compared to an unfavorable impact of $175.3 million for the corresponding period last fiscal year.
Other than the tax cost of repatriating funds to the U.S. (see Note 7- Income Taxes of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K), there are no material impediments to repatriating these funds to the U.S. The Company had $306.2 million in letters of credit outstanding at September 27, 2024.
(see Note 7- Income Taxes of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K), there are no material impediments to repatriating these funds to the U.S. Page 65 The Company had $217.0 million in letters of credit outstanding at September 26, 2025.
In connection with these initiatives, which are expected to be substantially completed in early fiscal 2025, the Company incurred approximately $6.4 million and $14.3 million in the years ended September 27, 2024 and September 29, 2023, respectively, in pre-tax cash charges.
In connection with these initiatives, which are substantially completed, the Company incurred approximately $1.9 million, $6.4 million and $14.3 million in the years ended September 26, 2025, September 27, 2024 and September 29, 2023, respectively, in pre-tax Page 58 cash charges.
For example, if the discount rate used to value the net pension benefit obligation (“PBO”) at September 27, 2024 was lower or higher by 1.0%, the PBO would have been higher or lower, respectively, at that date by approximately $158.7 million for non-U.S. plans, and by approximately $21.0 million for U.S. plans.
For example, if the discount rate used to value the net pension benefit obligation (“PBO”) at September 26, 2025 was lower or higher by 1.0%, the PBO would have been higher or lower, respectively, at that date by approximately $139.1 million for non-U.S. plans, and by approximatel y $19.5 million for U.S. plans.
Foreign currency translation had a $51.1 million unfavorable impact on revenues in our international businesses for the year ended September 29, 2023, compared to an unfavorable impact of $82.2 million for fiscal 2022.
Foreign currency translation had a $39.5 million favorable impact on revenues in our international businesses for the year ended September 27, 2024, compared to an unfavorable impact of $51.1 million for fiscal 2023.
Foreign currency translation had a favorable impact of $37.5 million on our international business for the year ended September 27, 2024, compared to $124.2 million in unfavorable impacts in the prior year.
Foreign currency translation had a favorable impact of $24.4 million on our international business for the year ended September 26, 2025, compared to $37.5 million in favorable impacts in the prior year.
Backlog at September 27, 2024 was $21.8 billion, up $4.0 billion, from $17.8 billion for the prior year primarily driven by new business awards in our Americas business. New prospects and new sales remain strong, and the Company continues to have a positive outlook for many of the industry groups and sectors in which our clients operate.
Backlog at September 26, 2025 was $23.1 billion, up $1.2 billion, from $21.8 billion in the prior year. New prospects and new sales remain strong, and the Company continues to have a positive outlook for many of the industry groups and sectors in which our clients operate.
Fiscal 2023 vs. 2022 Revenues for the PA Consulting segment for the year ended September 29, 2023 were $1.16 billion, up $38.8 million, or 3.5%, from $1.1 billion for fiscal 2022. The increase in revenue was due primarily to growth in PA Consulting's defence & security, public services, and energy & utilities businesses.
Fiscal 2024 vs. 2023 Revenues for the PA Consulting segment for the year ended September 27, 2024 were $1.18 billion, up $19.5 million, or 1.7%, from $1.16 billion for fiscal 2023. The increase in revenue was due primarily to growth in PA Consulting's public services businesses.
We estimate that approximately $5.71 billion, or 26.2%, of total backlog at September 27, 2024 will be realized as revenues within the next fiscal year.
We estimate that approximately $6.77 billion, or 29.3%, of total backlog at September 26, 2025 will be realized as revenues within the next fiscal year.
PA Consulting For the Years Ended September 27, 2024 September 29, 2023 September 30, 2022 Revenue $ 1,177,686 $ 1,158,144 $ 1,119,296 Operating Profit $ 239,250 $ 237,003 $ 232,225 Fiscal 2024 vs. 2023 Revenues for the PA Consulting segment for the year ended September 27, 2024 were $1.18 billion, up $19.5 million, or 1.7%, from $1.16 billion for the prior year.
PA Consulting For the Years Ended September 26, 2025 September 27, 2024 September 29, 2023 Revenue $ 1,265,577 $ 1,177,686 $ 1,158,144 Operating Profit $ 278,499 $ 239,250 $ 237,003 Page 62 Fiscal 2025 vs. 2024 Revenues for the PA Consulting segment for the year ended September 26, 2025 were $1.27 billion, up $87.9 million, or 7.5%, from $1.18 billion for the prior year.
Page 58 Segment Financial Information The following tables present total revenues and segment operating profit for each reportable segment (in thousands) and includes a reconciliation of segment operating profit to total U.S.
Page 59 Segment Financial Information The following tables present total revenues, direct cost of contracts, selling, general and administrative expenses and segment operating profit from continuing operations for each reportable segment (in thousands) and includes a reconciliation of segment operating profit to total U.S.
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS For the Fiscal Years Ended September 27, 2024, September 29, 2023 and September 30, 2022 (In thousands, except per share information) September 27, 2024 September 29, 2023 September 30, 2022 Revenues $ 11,500,941 $ 10,851,420 $ 9,783,074 Direct cost of contracts (8,668,185) (8,140,560) (7,203,115) Gross profit 2,832,756 2,710,860 2,579,959 Selling, general and administrative expenses (2,140,320) (2,034,376) (2,040,075) Operating Profit 692,436 676,484 539,884 Other Income (Expense): Interest income 34,454 24,975 4,301 Interest expense (169,058) (168,085) (100,187) Miscellaneous income (expense), net 219,454 (12,399) 33,499 Total other income (expense), net 84,850 (155,509) (62,387) Earnings from Continuing Operations Before Taxes 777,286 520,975 477,497 Income Tax Expense for Continuing Operations (131,493) (101,336) (66,328) Net Earnings of the Group from Continuing Operations 645,793 419,639 411,169 Net Earnings of the Group from Discontinued Operations, net of tax 206,850 300,017 304,243 Net Earnings of the Group 852,643 719,656 715,412 Net Earnings Attributable to Noncontrolling Interests from Continuing Operations (17,990) (18,900) (22,420) Net Earnings Attributable to Redeemable Noncontrolling Interests (14,999) (21,614) (34,585) Net Earnings Attributable to Jacobs from Continuing Operations 612,804 379,125 354,164 Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations (13,561) (13,365) (14,368) Net Earnings Attributable to Jacobs from Discontinued Operations 193,289 286,652 289,875 Net Earnings Attributable to Jacobs $ 806,093 $ 665,777 $ 644,039 Net Earnings Per Share: Basic Net Earnings from Continuing Operations Per Share $ 4.81 $ 3.06 $ 2.75 Basic Net Earnings from Discontinued Operations Per Share $ 1.54 $ 2.26 $ 2.25 Basic Earnings Per Share $ 6.35 $ 5.32 $ 5.01 Diluted Net Earnings from Continuing Operations Per Share $ 4.79 $ 3.05 $ 2.74 Diluted Net Earnings from Discontinued Operations Per Share $ 1.54 $ 2.25 $ 2.24 Diluted Earnings Per Share $ 6.32 $ 5.30 $ 4.98 Note: Earnings per share amounts may not add due to rounding.
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS For the Fiscal Years Ended September 26, 2025, September 27, 2024 and September 29, 2023 (In thousands, except per share information) September 26, 2025 September 27, 2024 September 29, 2023 Revenues $ 12,029,783 $ 11,500,941 $ 10,851,420 Direct cost of contracts (9,044,849) (8,668,185) (8,140,560) Gross profit 2,984,934 2,832,756 2,710,860 Selling, general and administrative expenses (2,121,300) (2,140,320) (2,034,376) Operating Profit 863,634 692,436 676,484 Other Income (Expense): Interest income 35,804 34,454 24,975 Interest expense (145,788) (169,058) (168,085) Loss on extinguishment of debt (20,510) — — Miscellaneous (expense) income, net (189,663) 219,454 (12,399) Total other (expense) income, net (320,157) 84,850 (155,509) Earnings from Continuing Operations Before Taxes 543,477 777,286 520,975 Income Tax Expense for Continuing Operations (215,555) (131,493) (101,336) Net Earnings of the Group from Continuing Operations 327,922 645,793 419,639 Net (Loss) Earnings of the Group from Discontinued Operations, net of tax (23,966) 206,850 300,017 Net Earnings of the Group 303,956 852,643 719,656 Net Earnings Attributable to Noncontrolling Interests from Continuing Operations (3,443) (17,990) (18,900) Net Earnings Attributable to Redeemable Noncontrolling Interests (11,177) (14,999) (21,614) Net Earnings Attributable to Jacobs from Continuing Operations 313,302 612,804 379,125 Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations — (13,561) (13,365) Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations (23,966) 193,289 286,652 Net Earnings Attributable to Jacobs $ 289,336 $ 806,093 $ 665,777 Net Earnings Per Share: Basic Net Earnings from Continuing Operations Per Share $ 2.59 $ 4.81 $ 3.06 Basic Net (Loss) Earnings from Discontinued Operations Per Share $ (0.20) $ 1.54 $ 2.26 Basic Earnings Per Share $ 2.39 $ 6.35 $ 5.32 Diluted Net Earnings from Continuing Operations Per Share $ 2.58 $ 4.79 $ 3.05 Diluted Net (Loss) Earnings from Discontinued Operations Per Share $ (0.20) $ 1.54 $ 2.25 Diluted Earnings Per Share $ 2.38 $ 6.32 $ 5.30 Note: Earnings per share amounts may not add due to rounding.
The Company incurred approximately $42.0 million and $17.5 million in the years ended September 27, 2024 and September 29, 2023, respectively, in pre-tax cash charges in connection with these initiatives.
Restructuring and Other Charges During fiscal 2023, the Company implemented restructuring initiatives relating to the Separation Transaction. The Company incurred approximately $28.2 million, $42.0 million and $17.5 million in the years ended September 26, 2025, September 27, 2024 and September 29, 2023, respectively, in pre-tax cash charges in connection with these initiatives.
Page 62 Our net cash used for financing activities for the fiscal year ended 2024 of $751.6 million resulted mainly from $495.3 million direct decrease in reported cash on hand in our SpinCo business deconsolidation, $402.7 million of cash used for share repurchases, and $142.8 million in dividends to shareholders.
Cash used for financing activities in the prior year was $751.6 million primarily due to a $495.3 million direct decrease in reported cash on hand as a result of our prior year SpinCo Business deconsolidation, $402.7 million of cash used for share repurchases and $142.8 million in dividends to shareholders.
Fiscal 2023 Compared to Fiscal 2022 Revenues for the year ended September 29, 2023 were $10.85 billion, an increase of $1,068.3 million, or 10.9%, from $9.78 billion from fiscal 2022. The increase in revenues was due mainly to improved performance of our I&AF business, as well as higher revenues year over year in our PA Consulting business.
Page 56 Fiscal 2024 Compared to Fiscal 2023 Revenues for the year ended September 27, 2024 were $11.50 billion, an increase of $0.65 billion, or 6.0%, from $10.85 billion from fiscal 2023. The increase in revenues was due mainly to improved performance in our I&AF business, as well as higher revenues year over year in our PA Consulting business.
Page 50 The expected rates of return on plan assets ranged from 5.3% to 7.6% for fiscal 2024 and range from 4.6% to 7.8% for fiscal 2025.
The expected rates of return on plan assets ranged from 4.6% to 7.8% for fiscal 2025 and range from 4.0% to 8.2% f or fiscal 2026.
See Segment Financial Information discussion for further information on the Company’s results of operations at the operating segment level. Page 55 Selling, general & administrative expenses for the year ended September 29, 2023 were $2.03 billion, a decrease of $5.7 million, or 0.3%, from $2.04 billion for fiscal 2022.
See Segment Financial Information discussion for further information on the Company’s results of operations at the operating segment level. Selling, general & administrative expenses for the year ended September 27, 2024 were $2.14 billion, an increase of $105.9 million, or 5.2%, from $2.03 billion for fiscal 2023.
Our net cash used for investing activities for fiscal 2024 was $127.2 million, compared to cash used for investing of $145.7 million in the prior year, with this change due primarily to decreases in additions to property and equipment in the current year.
Our net cash used for investing activities for fiscal 2025 was $75.3 million, compared to $127.2 million in the prior year, with this change due primarily to a decrease in property and equipment spend in the current year and no current year acquisitions.
We believe we have adequate liquidity and capital resources to fund our projected cash requirements for our operations, investing activities including acquisitions, if any, and financing activities such as debt servicing, share buybacks and dividends, for the next twelve months.
We believe we have adequate liquidity and capital resources to fund our projected cash requirements for acquisitions, including any potential transaction relating to PA Consulting, 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.
Additionally, fiscal 2023 included approximately $15.0 million in net favorable impacts from cost reductions compared to the prior year period, which was associated mainly with net favorable impacts during first quarter from changes in employee benefit programs of $41.0 million offset by approximately $26.0 million in higher spend in company technology platforms and other personnel and corporate cost increases.
GAAP Operating Profit $ 676,484 Total Other (Expense) Income, net (155,509) Earnings from Continuing Operations Before Taxes $ 520,975 (1) In fiscal 2023, I&AF SG&A included approximately $15.0 million in net favorable impacts from cost reductions compared to the prior year period, which were associated mainly with net favorable impacts during first quarter from changes in employee benefit programs of $41.0 million offset by approximately $26.0 million in higher spend in company technology platforms and other personnel and corporate cost increases.
The following table presents selected cash flow information for the respective periods shown: (In thousands) September 27, 2024 September 29, 2023 Net cash provided by operating activities $ 1,054,673 $ 974,763 Cash Flows from Investing Activities: Additions to property and equipment (121,114) (137,486) Disposals of property and equipment and other assets 6,187 1,544 Capital contributions to equity investees, net of return of capital distributions 1,737 7,964 Acquisitions of businesses, net of cash acquired (14,000) (17,685) Net cash used for investing activities (127,190) (145,663) Cash Flows from Financing Activities: Proceeds from long-term borrowings 4,606,697 3,860,468 Repayments of long-term borrowings (3,370,355) (4,486,679) Proceeds from short-term borrowings 5,345 13,011 Repayments of short-term borrowings (866,761) (3,353) Debt issuance costs (34,331) (17,177) Proceeds from issuances of common stock 47,503 47,782 Common stock repurchases (402,668) (265,714) Taxes paid on vested restricted stock (41,720) (24,249) Cash dividends to shareholders (142,779) (128,420) Net dividends associated with noncontrolling interests (21,678) (23,156) Repurchase of redeemable noncontrolling interests (55,344) (92,939) Proceeds from issuances of redeemable noncontrolling interests 19,761 34,016 Cash impact from distribution of SpinCo Business (495,307) — Net cash (used for) provided by financing activities (751,637) (1,086,410) Effect of Exchange Rate Changes 41,640 32,548 Net Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash 217,486 (224,762) Cash and Cash Equivalents, including Restricted Cash, at the Beginning of the Period 929,445 1,154,207 Cash and Cash Equivalents, including Restricted Cash, at the End of the Period $ 1,146,931 $ 929,445 Less Cash and Cash Equivalents included in Assets held for spin $ — $ (155,728) Cash and Cash Equivalents, including Restricted Cash of Continuing Operations at the End of the Period $ 1,146,931 $ 773,717 Our net cash flow provided by operations of $1.05 billion during fiscal 2024 was favorable by $79.9 million in comparison to the cash flow provided by operations of $974.8 million for the corresponding prior year.
The following table presents selected consolidated cash flow information of the Company for the respective periods shown (including discontinued operations of our separated SpinCo Business, see Note 14- Discontinued Operations for more information): Page 64 (In thousands) September 26, 2025 September 27, 2024 Net cash provided by operating activities $ 686,704 $ 1,054,673 Cash Flows from Investing Activities: Additions to property and equipment (79,232) (121,114) Disposals of property and equipment and other assets 2,332 6,187 Capital contributions to equity investees, net of return of capital distributions 1,609 1,737 Acquisitions of businesses, net of cash acquired — (14,000) Net cash used for investing activities (75,291) (127,190) Cash Flows from Financing Activities: Proceeds from long-term borrowings 2,458,201 4,606,697 Repayments of long-term borrowings (1,471,800) (3,370,355) Proceeds from short-term borrowings — 5,345 Repayments of short-term borrowings (656,981) (866,761) Debt issuance costs (92) (34,331) Proceeds from issuances of common stock 34,712 47,503 Common stock repurchases (754,130) (402,668) Taxes paid on vested restricted stock (27,450) (41,720) Cash dividends to shareholders (153,027) (142,779) Net dividends associated with noncontrolling interests (14,205) (21,678) Repurchase of redeemable noncontrolling interests (10,449) (55,344) Proceeds from issuances of redeemable noncontrolling interests — 19,761 Cash impact from distribution of SpinCo Business 70,000 (495,307) Net cash used for financing activities (525,221) (751,637) Effect of Exchange Rate Changes 3,693 41,640 Net Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash 89,885 217,486 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 $ 1,236,816 $ 1,146,931 Our net cash flow provided by operations of $686.7 million during fiscal 2025 was unfavorable by $368.0 million in comparison to the cash flow provided by operations of $1.05 billion for the corresponding prior year (which included discontinued operations of the separated SpinCo Business).
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").
ASU 2023-07 was effective for the Company's annual fiscal 2025 period. The Company adopted this update effective for the fiscal year ended September 26, 2025. ASU 2023-06, Disclosure Improvements : Amendments - Codification Amendments in Response to the Disclosure Update and Simplification Initiative of the Securities and Exchange Commission ("SEC") .
Foreign currency translation had an unfavorable impact of $124.2 million on our international business for the year ended September 29, 2023, compared to $195.2 million in unfavorable impacts in fiscal 2022. Operating profit for the segment for the year ended September 29, 2023 was $585.4 million, an increase of $85.3 million, or 17.0%, from $500.1 million for fiscal 2022.
Foreign currency translation had a favorable impact of $37.5 million on our international business for the year ended September 27, 2024, compared to $124.2 million in unfavorable impacts in fiscal 2023. Operating profit for the I&AF segment for the year ended September 27, 2024 was $798.4 million, an increase of $64.8 million, or 8.8%, from $733.6 million for fiscal 2023.
(2) The years ended September 27, 2024, and September 29, 2023 include $163.4 million and $61.1 million respectively, in restructuring and other charges (mainly professional services and employee separation costs) primarily related to the Separation Transaction and $6.4 million and $14.3 million respectively, in restructuring and other charges relating to the Company's investment in PA Consulting (primarily employee separation costs).
(2) The year ended September 29, 2023 included $61.1 million in restructuring and other charges related to the Separation Transaction (primarily professional services and employee separation costs) and $14.3 million, in restructuring and other charges related to the Company's investment in PA Consulting (primarily employee separation costs), as well as certain subsidiary level compensation based agreements.
The increase in revenue was due primarily to growth in PA Consulting's public services businesses. Foreign currency translation had a $39.5 million favorable impact on revenues in our international businesses for the year ended September 27, 2024, compared to an unfavorable impact of $51.1 million for the prior year.
Foreign currency translation had a $38.1 million favorable impact on revenues in our international businesses for the year ended September 26, 2025, compared to a favorable impact of $39.5 million for the prior year.
This is 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 September 27, 2024. Page 63 Supplemental Obligor Group Financial Information On February 16, 2023, Jacobs Engineering Group Inc., a wholly-owned subsidiary of Jacobs Solutions Inc.
We were in compliance with all of our debt covenants at September 26, 2025. Page 66 Supplemental Obligor Group Financial Information On February 16, 2023, Jacobs Engineering Group Inc., a wholly-owned subsidiary of Jacobs Solutions Inc.
Net earnings attributable to Jacobs from discontinued operations for fiscal 2023 were $286.7 million (or $2.25 per diluted share), a decrease of $3.2 million, or 1.1% , from $289.9 million (or $2.24 per diluted share) for the corresponding prior year period.
Net (loss) earnings attributable to Jacobs from discontinued operations for fiscal 2025 were $(24.0) million (or $(0.20) per diluted share), a decrease of $217.3 million, or 112.4%, from $193.3 million (or $1.54 per diluted share) compared to the prior year.
The Company's increase in gross profit was mainly attributable to higher revenues as mentioned above, with slight margin impacts from year over year mix and personnel cost impacts. Our gross profit margins showed consistent trends year over year at 24.6% and 25.0% for the years ended September 27, 2024 and September 29, 2023, respectively.
Gross profit for the year ended September 27, 2024 was $2.83 billion, up $121.9 million, or 4.5%, from $2.71 billion for fiscal 2023. The Company's increase in gross profit was mainly attributable to higher revenues as mentioned above, with slight margin impacts from year over year mix and personnel cost impacts.
The following table summarizes our backlog for the years ended September 27, 2024, September 29, 2023 and September 30, 2022 (in millions): September 27, 2024 September 29, 2023 September 30, 2022 Infrastructure & Advanced Facilities $ 21,472 $ 17,526 $ 17,187 PA Consulting 378 311 269 Total $ 21,850 $ 17,837 $ 17,456 The increase in backlog in Infrastructure & Advanced Facilities in the year ended September 27, 2024 was primarily driven by new business awards in our Americas business.
The following table summarizes our backlog for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 (in millions): September 26, 2025 September 27, 2024 September 29, 2023 Infrastructure & Advanced Facilities $ 22,649 $ 21,472 $ 17,526 PA Consulting 415 378 311 Total $ 23,064 $ 21,850 $ 17,837 Page 63 The increase in backlog in Infrastructure & Advanced Facilities in the year ended September 26, 2025 was predominantly driven by growth across Water, Environmental, Energy and Cities & Places end markets.
Page 53 2024 Overview Net earnings attributable to the Company from continuing operations for fiscal 2024 were $612.8 million (or $4.79 per diluted share), an increase of $233.7 million, or 61.6%, from $379.1 million (or $3.05 per diluted share) for the prior year.
Page 54 2025 Overview Net earnings attributable to the Company from continuing operations for fiscal 2025 were $313.3 million (or $2.58 per diluted share), a decrease of $299.5 million, or 48.9%, from $612.8 million (or $4.79 per diluted share) for the prior year.
Infrastructure & Advanced Facilities For the Years Ended September 27, 2024 September 29, 2023 September 30, 2022 Revenue $ 10,323,255 $ 9,693,276 $ 8,663,778 Operating Profit $ 632,276 $ 585,392 $ 500,136 Page 59 Fiscal 2024 vs. 2023 Revenues for the Infrastructure & Advanced Facilities ("I&AF") segment for the year ended September 27, 2024 were $10.32 billion, up $0.63 billion, or 6.5%, from $9.69 billion for the prior year.
Infrastructure & Advanced Facilities For the Years Ended September 26, 2025 September 27, 2024 September 29, 2023 Revenue $ 10,764,206 $ 10,323,255 $ 9,693,276 Operating Profit $ 903,548 $ 798,375 $ 733,602 Fiscal 2025 vs. 2024 Revenues for the Infrastructure & Advanced Facilities ("I&AF") segment for the year ended September 26, 2025 were $10.76 billion, up $0.44 billion, or 4.3%, from $10.32 billion for the prior year.
Liquidity and Capital Resources At September 27, 2024, our principal sources of liquidity consisted of $1.14 billion in cash and cash equivalents and $2.11 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.
Liquidity and Capital Resources At September 26, 2025, our principal sources of liquidity consisted of $1.24 billion in cash and cash equivalents and $1.85 billion of available borrowing capacity under our $2.25 billion revolving credit agreement (the "Revolving Credit Facility"). See Note 9- Borrowings for more information.
Our gross profit margins were approximately 25.0% for the years ended September 29, 2023 and September 30, 2022, respectively. Project mix impacts in our portfolios, higher personnel costs and lower utilization trends primarily in the PA Consulting business impacted our fiscal 2023 margins, partly offset by new program startups won in fiscal 2023.
Our gross profit margins were approximately 24.6% and 25.0% for the years ended September 27, 2024 and September 29, 2023, respectively. Overall project mix impacts in our portfolios, personnel costs and utilization trends primarily in PA Consulting had mostly offsetting impacts on our overall margin trends year over year.
Operating profit for the segment for the year ended September 27, 2024 was $632.3 million, an increase of $46.9 million, or 8.0%, from $585.4 million for the comparative period in fiscal 2023.
Operating profit for the I&AF segment for the year ended September 26, 2025 was $903.5 million, an increase of $105.2 million, or 13.2%, from $798.4 million for the comparative period in fiscal 2024.
At September 27, 2024, the Company had approximately $164.8 million in cash and cash equivalents held in the U.S. and $980.0 million held outside of the U.S. (primarily in the U.K., India, Canada, the Eurozone, Australia and the Middle East region), which is used primarily for funding operations in those regions.
(primarily in the U.K., the Eurozone, Australia, India, Canada, and the Middle East region), which is used primarily for funding operations in those regions. Other than the tax cost of repatriating funds to the U.S.
See Note 9 - Borrowings for further discussion relating to the terms of the 5.90% Bonds, th e 6.35% Bonds, the Revolving Credit Facility and Term Loan Facilities following the issuances and refinancing.
See Note 9- Borrowings for further discussion relating to the terms of the 5.90% Bonds, the 6.35% Bonds, the Revolving Credit Facility following the issuances and refinancing. Certain employees and nonemployees of PA Consulting are eligible to receive equity-based incentive grants since the March 2, 2021 original investment date.
In addition, fiscal 2022 operating profit was impacted by $19.5 million in net charges related to a legal settlement. Impacts on operating profit from unfavorable foreign currency translation were approximately $4.3 million for the year ended September 29, 2023, compared to $5.7 million in favorable impacts in fiscal 2022.
Impacts on operating profit from favorable foreign currency translation were approximately $3.1 million for the year ended September 26, 2025, compared to $11.5 million in favorable impacts in the prior year.
These uses of cash were offset by $374.9 million in net proceeds from borrowings.
These uses of cash were offset by $374.9 million in net proceeds from borrowings. At September 26, 2025, the Company had approximately $237.5 million in cash and cash equivalents held in the U.S. and $997.9 million held outside of the U.S.
Income taxes were higher in the current year by $30.2 million due primarily to $55.8 million tax expense from higher year-over-year pre-tax book income.
Income taxes were higher in the current year by $84.1 million primarily due to $51.2 million in tax expense from higher year-over-year pre-tax book income after excluding the permanent book-tax difference for the mark-to-market and other related transactions associated with our investment in Amentum stock.
Results of Operations Fiscal 2024 Compared to Fiscal 2023 Revenues for the year ended September 27, 2024 were $11.50 billion, an increase of $0.65 billion, or 6.0%, from $10.85 billion for the prior year.
Results of Operations Fiscal 2025 Compared to Fiscal 2024 Revenues for the year ended September 26, 2025 were $12.03 billion, an increase of $0.53 billion, or 4.6%, from $11.50 billion for the prior year. The increase in revenues was mainly driven by the Company's I&AF business, as well as year over year revenue growth in our PA Consulting business.
Net earnings attributable to noncontrolling interests including redeemable noncontrolling interests for the year ended September 29, 2023 of $40.5 million and $57.0 million for the corresponding period last year. The year over year changes were primarily due to lower net earnings results in our PA Consulting investment compared to the prior year periods.
Net earnings attributable to redeemable noncontrolling interests for the year ended September 26, 2025 were $11.2 million, compared to $15.0 million in the corresponding prior period.
Miscellaneous net income was favorable by $231.9 million for the current year compared to the corresponding fiscal 2023 amount, due mainly to $186.9 million in pre-tax mark-to-market gains associated with the Company's invest ment in Amentum stock, as well as a $35.2 million realized gain on interest rate swaps settled during the fourth quarter of fiscal 2024, which is further discussed in Note 18- Commitments and Contingencies and Derivative Financial Instruments.
The increase in expense from fiscal 2024 was primarily due to $(227.3) million in mark-to-market losses associated with our investment in Amentum stock in connection with the Separation Transaction as compared to $186.9 million in gains relating to the same investment in the prior year and a prior year $35.2 million realized gain on interest rate swaps settled during the fourth quarter of fiscal 2024.
Overall project mix impacts in our portfolios, personnel costs and utilization trends primarily in the PA Consulting business had mostly offsetting impacts on our overall margin trends year over year. See Segment Financial Information discussion for further information on the Company’s results of operations at the operating segment level.
The Company's increase in gross profit was mainly attributable to higher revenues as mentioned above, with favorable margin impacts from year over year project mix. See Segment Financial Information discussion for further information on the Company’s results of operations at the operating segment level.
These activities are expected to result in estimated gross annualized pre-tax cash savings of approximately $50 million to $65 million. During fiscal 2023, the Company implemented restructuring and cost reduction initiatives relating to the formation of the reporting and operating segment, Divergent Solutions, which were substantially completed in fiscal 2023.
These activities are expected to result in estimated gross annualized pre-tax cash savings of approximately $50 million to $65 million. Refer to Note 16– Restructuring and Other Charges for further information regarding restructuring and integration initiatives.
The increase in revenues was due mainly to improved performance of our I&AF business, as well as higher revenues year over year in our PA Consulting business. The I&AF business benefited primarily from stronger performance in its Advanced Facilities and international business operations.
The I&AF segment benefited primarily from stronger performance in its Advanced Facilities and APME business operations. Our revenues for fiscal 2025 were favorably impacted by foreign currency translation of $62.4 million in our international businesses, as compared to $77.0 million in the last fiscal year.
The increase in net interest expense from fiscal 2022 to fiscal 2023 is due primarily to higher interest rates. In evaluating the Company’s performance by operating segment, the chief operating decision maker (" CODM") reviews various metrics and statistical data for Infrastructure & Advanced Facilities and PA Consulting but focuses primarily on revenues and operating profit.
Additionally, in fiscal year 2023, there were $46.7 million in charges associated mainly with real estate impairments. Page 61 In evaluating the Company’s performance by operating segment, the chief operating decision maker ("CODM") reviews various metrics and statistical data for Infrastructure & Advanced Facilities and PA Consulting. For more information, please refer to Note 19- Segment Information .
Page 61 Cash and cash equivalents at September 27, 2024 represented an increase of $373.9 million from $770.9 million at September 29, 2023, the reasons for which are described below.
We finance much of our operations and growth through cash generated by our operations. Cash and cash equivalents at September 26, 2025 were $1.24 billion, representing an increase of $90.7 million from $1.14 billion at September 27, 2024, the reasons for which are described below.
Net earnings attributable to Jacobs from discontinued operations for fiscal 2024 were $193.3 million (or $1.54 per diluted share), a decrease of $93.4 million, or 32.6% , from $286.7 million (or $2.25 per diluted share) compared to the prior year due mainly to higher charges associated with the Separation Transaction in the current year.
Net (loss) earnings attributable to Jacobs from discontinued operations for fiscal 2025 were $(24.0) million (or $(0.20) per diluted share), a decrease of $217.3 million, or 112.4%, from $193.3 million (or $1.54 per diluted share) in the prior year, 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.
Miscellaneous income (expense), net for the year ended September 29, 2023 was expense of $12.4 million, a decrease of $45.9 million as compared to $33.5 million in income for fiscal 2022.
See Note 9- Borrowings and Note 14- Discontinued Operations . Miscellaneous (expense) income, net for the year ended September 26, 2025 was expense of $(189.7) million, an increase of $409.1 million compared to income of $219.5 million in the prior year.
Further, current year results were favorably impacted by $186.9 million in pre-tax mark-to-market gains associated with our invest ment in Amentum stock recorded in connection with the Separation Transaction (see Note 14- Discontinued Operations ).
(3) The year ended September 26, 2025 included $227.3 million in mark-to-market losses and other related charges associated with our investment in Amentum stock in connection with the Separation Transaction, as well as $40.5 million in income associated with the Company's TSA with Amentum (see Note 14- Discontinued Operations ).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeIf floating interest rates had increased by 1.00%, our interest expense for the year ended September 27, 2024 would have increased by approximately $14.1 million. Page 65 Foreign Currency Risk In situations where our operations incur contract costs in currencies other than their functional currency, we sometimes enter into foreign exchange contracts to limit our exposure to fluctuating foreign currencies.
Biggest changeForeign Currency Risk In situations where the Company incurs contract costs in currencies other than their functional currency, we sometimes enter into foreign exchange contracts to limit our exposure to fluctuating foreign currencies. We follow the provisions of ASC No. 815, Derivatives and Hedging in accounting for our derivative contracts.
Interest Rate Risk Please see the Note 9- Borrowings in Notes to Consolidated Financial Statements beginning on Page F-1 of this Annual Report on Form 10-K, which is incorporated herein by reference, for a discussion of the Revolving Credit Facility and Term Loan Facilities.
Interest Rate Risk Please see the Note 9- Borrowings in Notes to Consolidated Financial Statements beginning on Page F-1 of this Annual Report on Form 10-K, which is incorporated herein by reference, for a discussion of the Revolving Credit Facility and 2025 Term Loan Facility.
Interest on amounts borrowed under these agreements is subject to adjustment based on the C ompany’s Consolidated Leverage Ratio (as defined in the credit agreements governing the Revolving Credit Facility and the Term Loan Facilities).
Interest on amounts borrowed under these agreements is subject to adjustment based on the C ompany’s Consolidated Leverage Ratio (as defined in the credit agreements governing the Revolving Credit Facility and the 2025 Term Loan Facility).
Additionally, our Revolving Credit Facility, Term Loan Facilities and 5.90% Bonds due 2033 have interest rates subject to potential increases relating to certain ESG metrics as stipulated in the related agreements and as discussed in Note 9 - Borrowings .
Additionally, our Revolving Credit Facility and 5.90% Bonds due 2033 have interest rates subject to potential increases relating to certain ESG metrics as stipulated in the related agreements and as discussed in Note 9- Borrowings .
Depending on the Company’s Consolidated Leverage Ratio, borrowings denominated in U.S. dollars under the Revolving Credit Facility and the Term Loan Faci lities 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% 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 1.6580%.
Depending on the Company’s Consolidated Leverage Ratio, borrowings denominated in U.S. dollars under the Revolving Credit Facility 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% 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% .
Our Revolving Credit Facility, Term Loan Facilities and certain other debt obligations are subject to variable rate interest which could be adversely affected by an increase in interest rates. As of September 27, 2024, we had an aggregate of $1.13 billion in outstanding borrowings under our Revolving Credit Facility and Term Loan Facilities.
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 September 26, 2025, we had an aggregate of $1.15 billion in outstanding borrowings under our Revolving Credit Facility and 2025 Term Loan Facility.
However, as discus sed in Note 18 - Commitments and Contingencies and Derivative Financial Instrument s, we have swap agreements with an aggregate notional value of $200.0 million in place to convert the variable rate interest-based liabilities associated with a corresponding amount of our debt into fixed interest rate liabilities, leaving $0.93 billion in principal amount subject to variable interest rate risk.
However, as discus sed in Note 17- Commitments and Contingencies and Derivative Financial Instrument s, we have one outstanding swap agreement with an aggregate notional value of $200.0 million in place to convert the variable rate interest-based liability associated with a corresponding amount of our debt into a fixed interest rate liability, leaving $945.3 million in principal amount subject to variable interest rate risk.
We follow the provisions of ASC No. 815, Derivatives and Hedging in accounting for our derivative contracts. The Company has $827.3 million in notional value of exchange rate sensitive instruments at September 27, 2024. See Note 18 - Commitments and Contingencies and Derivative Financial Instruments for discussion. Item 8.
The Company has $491.9 million in notional value of exchange rate sensitive instruments at September 26, 2025. See Note 17- Commitments and Contingencies and Derivative Financial Instruments for discussion. Item 8.
During the fourth quarter of fiscal 2024, in connection with the Separation Transaction, the Company terminated two interest rate swaps with an aggregate notional value of $554.7 million. Additionally, during fiscal 2022, we entered into two treasury lock arrangements with an aggregate notional value of $500.0 million, which were settled in second quarter fiscal 2023.
Additionally, during fiscal 2022, we entered into two treasury lock arrangements with an aggregate notional value of $500.0 million, which were settled in second quarter fiscal 2023. See Note 17- Commitments and Conting encies and Derivative Financial Instrument s.
See Note 18 - Commitments and Conting encies and Derivative Financial Instrument s. For the year ended September 27, 2024, our weighted average floating rate borrowings that are subject to floating rate exposure were approximately $1.4 billion.
For the year ended September 26, 2025, our weighted average floating rate borrowings that are subject to floating rate exposure were approximately $1.2 billion. If floating interest rates had increased by 1.00%, our interest expense for the year ended September 26, 2025 would have increased by approximately $12.0 million.
Removed
During the fourth quarter of fiscal 2024, in connection with the Separation Transaction, the Company repaid the outstanding USD and GBP portion of the 2020 Term Loan Facility.
Added
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 1.600% or a base rate plus a margin of between 0.000% and 0.500%.