J 10-K & 10-Q changes, risk factors and insider trading

•Our results of operations depend on the award of new contracts and the timing of the award of these contracts and economic conditions. Demand for our services may be impacted by continuing inflation, rising or continued high interest rates, international trade issues, including tariffs and counter tariffs, and/or construction costs.

•Our continued success is dependent upon our ability to hire, retain, train and utilize qualified personnel while managing the risks associated with sustainedremote remoteand hybrid working arrangements.

• Any harm to our professional 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.operations, including by negatively impacting the amount of work awarded to us and our ability to hire and retain qualified personnel.

•OurWe businessmay strategy reliesengage in partacquisitions, on acquisitionsdivestments and strategic investments as part of our business strategy to sustainaccelerate our growth and we may make minority investments as well, all of which present certain risks and uncertainties.

•Past and future non-financial environmental,health, health,safety, security and safety-relatedenvironment-related laws and regulations could impose significant additional costs and liabilities.

Risks Related to Climate ChangeSustainability and ESGCorporate Responsibility

•Climate change and related environmental issues, including marketthose or regulatory responsesrelated to climatecompliance change,with new and evolving federal, state, local and foreign laws and regulations, could have a material adverse impact on our business, financial condition and results of operations.

•Increasing scrutiny and changing and conflicting expectations from governmental organizations, clients, investors, suppliers and partners, communities and our employees with respect to our ESGpractices and diversitydisclosures related to sustainability and inclusion-relatedcorporate practicesresponsibility may impose additional costs on us or expose us to new or additional risks.

•Maintaining adequate bonding andbonding, letter of credit and bank guarantee capacity is necessary for us to successfully win some contracts.

Uncertain global economic, socioeconomic and political conditions may negatively impact our clients’ ability and willingness to fund their projects, including their ability to raise capital and pay, or timely pay, our invoices. These factors may also cause our clients to reduce their capital expenditures, alter the mix of services purchased, seek more favorable pricing and other contract terms and otherwise slow their spending on our services. For example, in the public sector, declines in federal funding and state and local tax revenuesrevenues, as well as other economic declinesdeclines, may result in lower state and local government spending. In addition, under such conditions, many of our competitors may be more inclined to take greater or unusual risks or accept terms and conditions in contracts that we might not deem acceptable. These conditions may reduce the demand for our services, which may have a material adverse impact on our business, financial condition and results of operations.

Additionally, uncertain economic, socioeconomic and political conditions may make it difficult for our clients, our vendors, and us to accurately forecast and plan future business activities. We cannot predict the outcome of changing trade policiespolicies, including tariffs and counter tariffs, or other unanticipated socioeconomic or political conditions, nor can we predict the timing, strength or duration of any economic recovery or downturn worldwide or in our clients’ markets. In addition, our business has traditionally lagged recoveries in the general economy and, therefore, during any such period we may not recover as quickly as the economy at large. Weak economic conditions could have a material adverse impact on our business, financial condition and results of operations. Furthermore, if a significant portion of our clients or projects are concentrated in a specific geographic area or industry, our business may be disproportionately affected by regional conflicts, negative trends or economic downturns in those specific geographic areas or industries.

Continuing inflation and risinghigh 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 risinghigh interest rates and/or construction costs (including supply chain issues) could reduce the demand for our services. 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%68% during fiscal 20242025), the effects of inflation on our financial condition and results of operations over the past few years have been generally minor. 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. Therefore, continued or renewed inflation, risinghigh 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. Failure to maintain safe work sitessites, whether by us,us or by our employees, contractors, subcontractors, clients, the property owner or others working at the project sitesite, can lead to ourinjury, employeesdisabilities or othersfatalities. becomingSuch injured,incidents disabledcould expose Jacobs to financial loss, reputational damage and potential civil or even losing their lives, and exposes us to significant financial losses and reputational harm, as well as civil and criminal liabilities.liability.

Project sites often put our employees and others in close proximity with large pieces of mechanized equipment, moving vehicles, chemical and manufacturing processes and hazardous and highly regulated materials, in a challenging environment and often in geographically remote locations. We may be expressly responsible for safety on some project sites, and, accordingly, we have an obligation to implement effective safety procedures at such sites. 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 employeesemployees, 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. 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 healthhealth, safety, security and safety.environment ("HSSE"). Although we maintain functional groups whose primary purpose is to ensure we implement effective HSEHSSE 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. 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 safetyHSSE recordperformance is critical to our reputation. Many of our clients require that we meet certain safetyHSSE 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.

For all of the foregoing reasons, if we fail to maintain adequate safetyHSSE 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 fiscal 2024,2025, approximately 31.1%32% of our revenues were earned under fixed-price contracts. Both fixed-price and many cost-reimbursable contracts require us to estimate the total cost of the project in advance of our performance. For fixed-price contracts, we may benefit from any cost-savings, but we bear greater risk of paying some, if not all, of any cost overruns. 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. 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 conditionsconditions, such as tariffs, counter tariffs and other inflationary pressures. We may present change orders and claims to our clients, subcontractors and vendors for, among other things, additional costs exceeding the original contract price. If we fail to properly document the nature of our claims and change orders or are otherwise unsuccessful in negotiating reasonable settlements with our clients, subcontractors and vendors, we will likely incur cost overruns, reduced profits or, in some cases, could result in a loss for a project. These risks are exacerbated for projects with long-term durations because there is an increased risk that the circumstances on which we based our original estimates will change in a manner that increases costs. The occurrence of significant costs overruns could have a material adverse impact on 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. As a result, we often incur significant costs for engineering, materials, components, equipment, labor or subcontractors prior to receipt of payment from a customer, which may impact our liquidity. In some circumstances, we may incur penalties if we do not achieve project completion by a scheduled date. In some cases, the occurrence of delays may be due to factors outside of our control, such as due to supply chain shortages.shortages, issues with subcontractor performance and/or compliance with laws, regulations, contracts or otherwise.

Contracts with or funded by the U.S. federal government andgovernment, other governments and their agencies pose additional risks compared to contracts with or wholly-funded by private sector clients.

The U.S. federal government represented approximately 10%8% of our total revenue in fiscal 2024.2025. TheseContracts contracts,with or funded by the U.S. government, other governments and their respective agencies, which are an important source of our revenue and profit, are subject to additional risks compared to contracts with private sector clients:

•Some of our contracts are long-term government contracts, which are only funded on an annual basis. In addition, public-supported financing, such as state and local municipal bonds, may be only partially raised at the beginning of a program, with additional funding normally only committed as appropriations are made in each fiscal year. If appropriations for funding are not made in subsequent years of a multiple-year contract, we may not be able to realize all of our anticipated revenue and profits from that project. U.S.Any changes in government shutdownscapital allocations, or any related under-staffing of the government departments or agenciesagencies, thatincluding interactresulting withfrom layoffs within the government, or any government shutdowns impacting our business interaction with affected departments or agencies, could result in program cancellations, disruptions and/or stop work orders, could limit the government’s ability to effectively progress programs and make timely payments, and could limit our ability to perform on our existing U.S. government contracts and successfully compete for new work. Governments are typically under no obligation to maintain funding at any specific level, and funds for government programs may even be eliminated. The U.S.Our government clients may also shift its spending focus toward areas in which we do not currently provide services.

•Our contracts with governmental agencies and our contracts which receive government funding are subject to audit, investigations and proceedings which could result in adjustments to reimbursable contract costs or, if we are charged with wrongdoing, possible temporary or permanent suspension from participating in government programs, and a variety of penalties can be imposed on us including monetary damages and criminal and civil penalties.

•We may not be awarded government contracts because of existing policies designed to protect small businesses andsmall, under-represented minorities.and/or disadvantaged businesses.

•ManySome of our federal government contracts require us to have security clearances, which can be difficult and time consuming to obtain. If our employees or our facilities are unable to obtain or retain the necessary security clearances, our clients could terminate or not renew existing contracts or award us new contracts, which could have a material adverse impact on our business, financial condition and results of operations could be negatively impacted.

We provide services that are subject to professional standards and qualifications, including providing services that are based on our professional engineering expertise, as well as our other professional credentials. These services must comply with various professional standards, duties and obligations regulating the performance of such services. 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. While we do not generally acceptseek to reject liability for consequential damages in our contracts, and although we have adopted a range of insurance, risk management and risk avoidance programs designed to reduce potential liabilities, we may be deemed to be responsible for these professional judgments, recommendations or opinionsopinions, including, for example, if they are later determined to be inaccurate,inaccurate or if a catastrophic event or other failure occurs at one of our project sites or completed projects. Any unfavorable legal ruling against us could result in substantial monetary damages, disqualification to perform services in the future, or even criminal violations.

Such events could result in significant professional liability, general liability or product liability and warranty or other claims against us that could be highly publicized and have reputational harm, especially if public safety is impacted. We could also be liable to third parties, including through class actions, even if we are not contractually bound to those third parties. These liabilities could exceed our insurance limits or the fees we generate, may not be covered by insurance at all due to various exclusions in our coverage and could impact our ability to obtain insurance in the future. 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 filedasserted 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.

Historically, we have benefited from both domestic and international government investment programs and bills that provide funding for our services, and we expect to continue to benefit from bills such as the Infrastructure Investment and Jobs Act, the CHIPS and Science Act and the Inflation Reduction Act. While we expect to benefit from projects initiated as a result of such spending and stimulus bills are expected to provide funding in many of the markets in which we operate,bills, we may not be able to obtain the expected benefits from these bills or similar bills in the future. In addition, the timing of funding awards under these bills is uncertain.uncertain, Inparticularly in the United States,States following the upcoming change in the federal administration mayand resultsubsequent reductions in agovernment spending. A reduction in thegovernment amountinvestment ofin governmentalmarkets funding available,in which we operate could materially affect our results of operations.

Third-party subcontractors weWe hire third-party contractors to perform a significant amount of the work performed under our contracts. We also rely on third-party equipment manufacturers or suppliers to provide much of the equipment and materials used for projects. If we are unable to hire qualified subcontractors or find qualified equipment manufacturers or suppliers, our ability to successfully complete a project will be impaired. If we are not able to locate qualified third-party subcontractors or the amount we are required to pay for subcontractors or equipment and supplies exceeds what we have estimated, especially in a lump sum or a fixed-price contract, we may suffer losses on these contracts. 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 qualityquality, 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. We are subject to disputes with our subcontractors from time to time relating to, among other things, the quality and timeliness of work performed, customer concerns about the subcontractor, or our failure to extend existing task orders or issue new task orders under a contract. In addition, faulty workmanship, equipment or materials would likely impact the overall project, which could result in claims against us for failure to meet required project specifications.

In an uncertain or downturn economic environment, third parties may find it difficult to obtain sufficient financing to help fund their operations. The inability to obtain financing could adversely affect a third party’s ability to provide materials, equipment or services which could have a material adverse impact on our business, financial condition, and results of operations. In addition, a failure by a third party subcontractor, supplier or manufacturer to comply with applicable laws, regulations orregulations, client requirements or our global compliance standards, such as fair labor standards and prohibitions on forced labor could give rise to a range of adverse consequences, including potential civil or criminal liability and harm to our professional reputation, and could negatively impact our business and, for work performed for government clients, could result in fines, penalties, suspension or even debarment being imposed on us, which could have a material adverse impact on our business, financial condition, and results of operations.

We are subject to the risk of misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one of our employees, agents or partners, which could have a significant negative impact on our business and reputation. Such misconduct includes the failure to comply with government procurement regulations, regulations regarding the protection of classified information, regulations prohibiting bribery and other corrupt practices, regulations regarding the pricing of labor and other costs in government contracts, regulations on lobbying or similar activities, regulations pertaining to the internal controls over financial and non-financial reporting, regulations pertaining to export control, environmental laws, employee wages, pay and benefits, and any other applicable laws or regulations. For example, we provide services that may be highly sensitive or that relate to critical national security matters; if a security breach were to occur, our ability to procure future government contracts could be severely limited. The precautions we take to prevent and detect these activities may not be effective and we could face unknown risks or losses. Further, any negative press reports regarding poor contract performance, employee, contractor or third-party subcontractor misconduct, information security breaches, engagements in or perceived connections to politically or socially sensitive activities, or other aspects of our business or industry could harm our reputation and materially impact our business. 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.

As a provider of information technology services operating in multiple regulated industries and geographies and a government contractor, we and our service providers, suppliers and subcontractors collect, store, transmit and otherwise process personal, confidential, proprietary and sensitive information, including classified information. As a result, our information technology systems, including those provided by third-party cloud providers or other infrastructure-as-a-service providers, ,whichproviders,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. We are also subject to social engineering attacks which have caused, and may also seek to cause in the future, payments due to or from us to be misdirected to fraudulent accounts, which may not be recoverable by us.

While we have security measures and technology in place designed to protect our and our clients’ proprietary, classified and other protected information, there can be no assurance that our efforts will prevent all threats to our computer systems. The U.S. federal government has continued to raise concerns about the potential for cyber-attacks generally as a result of heightened geopolitical tension and conflicts, including the Russia-Ukraine and Israel-Hamas conflicts and the escalating tensions in the Middle East, among others. In addition, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks (e.g., AI used to develop malicious code and sophisticated phishing attempts). Because the techniques used to obtain unauthorized access or sabotage systems change frequently, cyber attackscyber-attacks continue to become more sophisticated and generally are not identified until they are launched against a target. As such, we may be unable to anticipate these techniques or to implement adequate preventative measures. As a result, we may be required to expend significant resources to protect against the threat of system disruptions and security breaches or to alleviate problems caused by these disruptions and breaches. Any of these events could damage our reputation, result in significant business interruption, cause us to incur significant liability and have a material adverse effect on our business, financial condition and results of operations.

Our clients or other third parties may also provide us with their proprietary technology and intellectual property. 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.

•Collectability of billed and unbilled accounts receivable and the need and amount of any allowance for doubtfulexpected accountscredit losses;

•Valuation estimates for redeemable noncontrolling interestsinterest calculations;

We also continue to monitor changes in global pension regulations, as the complexity of pension laws in the jurisdictions where we sponsor plans (for example in the UK and as highlighted by the recent Virgin Media case) can present financial risks in the event of non-compliance.

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. As an example, from time to time we face unexpected severe weather conditions that may result in weather-related delays that are not always reimbursable under a fixed-price contract; evacuation of personnel and curtailment of services; increased labor and material costs in areas resulting from weather-related damage and subsequent increased demand for labor and materials for repairing and rebuilding; inability to deliver materials, equipment and personnel to work locations in accordance with contract schedules; and loss of productivity.

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.

As manyMany of our employees workhave remotely,been working remotely since the COVID-19 pandemic. Remote working arrangements require that we must continue to adopt techniques and tools to effectively train and integrate new hires and preserve our culture. 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 retainrecruit new talent in the marketplace and recruitretain existing personnel, innovate and operate effectively and execute on our business strategy. Conversely, our new hybrid working policy, which requires certain employees to work in an assigned office or client site for a minimum number of days each week, requires that we adopt techniques to effectively communicate and demonstrate the benefits of in-person collaboration, team building and execution and individual and team learning and professional development. Failure to adequately communicate and demonstrate the benefits of our hybrid working policy and obtain employee buy-in could similarly 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.

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. The outcome of future negotiations relating to union representation or collective bargaining agreements may not be favorable to the Company in that they may increase our operating expenses and lower our net income as a result of higher wages or benefit expenses. In addition, negotiations with unions diverts management attention and could disrupt operations, which may adversely affect our results of operations. If we are unable to negotiate acceptable collective bargaining agreements, we may have to address the threat of union-initiatedunion-related work actions, including work slowdownsslowdowns, lockouts and strikes. Depending on the nature of the threat or thenature, type and duration of any work action, these actions could have a material adverse impact on our business, financial condition and results of operations.

Our professional reputation and relationships with government agencies are critical to our business, and any harm to our reputation or relationships with government agencies could decrease the amount of business that governments do with us, which could have a material adverse effect on our business, financial condition and results of operations.

For service contracts, the Company recognizes revenue over time using the cost-to-cost percentage-of-completion method. In some instances where the Company is standing ready to provide services, the Company recognizes revenue ratably over the service period. When the Company has operations and maintenance or secondment contracts that do not contain variable consideration or have significant timing differences between cash payment and performance, the practical expedient method is applied for revenue recognition. Under the typical payment terms of our service contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, and customer payments are typically due within 30 to 60 days of billing, depending on the contract.

Direct costscost 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 costscost 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. On those projects where we are acting as principal for subcontract labor or third-party materials and equipment, we reflect the amounts of such items in both revenues and costs (and we refer to such costs as “pass-through costs”).

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 2025.2025 and range from 4.0% to 8.2% for fiscal 2026. We believe the range of rates selected for fiscal 20252026 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. The discount rates used to compute plan liabilities ranged from 3.8%3.4% to 6.9%7.0% in fiscal 20242025 and range from 3.4%3.2% to 7.0%6.0% in fiscal 2025.2026. These assumptions represent the Company’s best estimate of the rates at which its pension obligations could be effectively settled.

Changes in the actuarial assumptions often have a material effect on the values assigned to plan assets and liabilities, and the associated pension expense. For example, if the discount rate used to value the net pension benefit obligation (“PBO”) at September 27,26, 20242025 was lower or higher by 1.0%, the PBO would have been higher or lower, respectively, at that date by approximately $158.7$139.1 million for non-U.S. plans, and by approximately $21.0$19.5 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 20242025 would be higher or lower, respectively, by approximately $13.1 million for non-U.S. plans, and by approximately $2.9$2.7 million for U.S. plans. 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 comprehensive income (loss) and are recognized as part of net periodic pension cost in future periods in accordance with U.S. GAAP. Management monitors trends in the marketplace within which our pension plans operate in an effort to assure the reasonableness of the actuarial assumptions used.

Income taxes were higher in the current year by $30.2$84.1 million primarily due primarily to $55.8$51.2 million in tax expense from higher year-over-year pre-tax book income.income Theafter overallexcluding higherthe permanent book-tax difference for the mark-to-market and other related transactions associated with our investment in Amentum stock. Further, our income tax expense was offsetunfavorably impacted by a $61.6prior millionyear 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. Also,The overall higher income tax expense was partially offset by a netreturn-to-provision income tax benefit of $39.4$16.2 million wasmainly recorded in fiscal year 2023 relatingattributable to additional research and development credits claimed on the effectiveU.S. settlement of uncertainfederal tax positions.return.

Backlog at September 27,26, 20242025 was $21.8$23.1 billion, up $4.0$1.2 billion, from $17.8$21.8 billion forin the prior year primarily driven by new business awards in our Americas business.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.

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 forfrom thefiscal prior year.2023. The increase in revenues was due mainly to improved performance ofin our I&AF business, as well as higher revenues year over year in our PA Consulting business. The I&AF businesssegment 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.

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 thefiscal prior year.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. Our gross profit margins showedwere consistent trends year over year atapproximately 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 the PA Consulting business had mostly offsetting impacts on our overall margin trends year over year.

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 thefiscal prior2023. year.Fiscal The current year's2024 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. 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 thefiscal prior year.2023. The decrease in net interest expense for the fiscal year 2024 was due primarily to the Company's higher levels of cash and lower overall levels of outstanding debt compared to the last fiscal year.

Miscellaneous income,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 year.period. The increase in income from fiscal 2023 was due primarily to $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.

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 lastcorresponding year.prior year period. Included in the current year results from discontinued operations is $98.3 million in costs related to the Separation Transaction and approximately $18 million in pre-tax non-cash charges associated with one-time inventory write downs.

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, 2024,2024 and September 29, 2023 and (dollars in thousands):

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. These actions, which are expected to be substantially completed before the end of fiscalcalendar year 2025, are expected to result in estimated gross annualized pre-tax cash savings of approximately $120$165 million to $147$200 million. We will likely incur additional charges under this program through fiscalcalendar year 2025, which are expected to result in additional savings in future periods.

During third quarter fiscal 2023, the Company approved a plan to improve business processes and cost structures of our PA Consulting investment by reorganizing senior management and reducing headcount. In connection with these initiatives, which are expected to be substantially completed in early fiscal 2025,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 cash charges. These activities are expected to result in estimated gross annualized pre-tax cash savings of approximately $50 million to $65 million.

The following tables present total revenuesrevenues, 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. GAAP operating profit by including certain corporate-level expensesexpenses, Restructuring and expenses relating to the Restructuring other charges (as defined in Note 17 -16- Restructuring and Other Charges) and transaction and integration costs (in thousands). for the years ended:

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 ConsultingConsulting. butFor focusesmore primarilyinformation, onplease revenuesrefer andto operatingNote profit.19- Segment Information. In addition, the Company attributes each segment's specific incentive compensation plan costs to the segments. The methods for recognizing revenue, incentive fees, project losses and change orders are consistent among the segments.

The purpose of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is to provide a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition from the most recent fiscal year-end to MarchJune 27,26, 2026 and (ii) results of operations during the current fiscal period(s) as compared to the corresponding period(s) of the preceding fiscal year. In order to better understand such changes, readers of this MD&A should also read:

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

•our ability to fully execute on our corporate strategy, including the impact of acquisitions (including the PA Consulting Transaction (as hereinafter defined), strategic alliances, divestitures, and other strategic events resulting from evolving business strategies, including on our ability to maintain our culture and retain key personnel, customers or suppliers, or our ability to achieve the cost-savings and synergies contemplated by our recent acquisitions within the expected time frames or to achieve them fully and to successfully integrate acquired businesses while retaining key personnel, and our ability to invest in and effectively deploy and use the toolstools, technologies and capabilities needed to implement our strategystrategy, including artificial intelligence and other emerging technologies, and to manage the operational, legal, regulatory, cybersecurity, data privacy and reputational risks associated with the use of such technologies;

With a global team of approximately 47,000, we provide end-to-end capabilities across advanced manufacturing, cities & places, energy, environmental, life sciences, transportation and water. Our services span advisorystrategy and consulting,advisory, feasibility and planning, through to design, program delivery and lifecycle management — helping to create a more connected and sustainable world.

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. Strategic acquisitions, including a 65% stake in PA Consulting Group Limited ("PA Consulting") in fiscal 2021,, along with the digital and data business solutions acquired with the BlackLynx and StreetLight acquisitions — have strengthened our capabilities in high-value technology-enabled solutions.

In February 2025, we launched Challenge Accepted, our multi-year growth strategy designed to sharpen our focus and accelerate our performance. 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.

We harness ourdata, datadigital platforms and digitalartificial capabilities,intelligence products(AI)-enabled and toolssolutions to help clients operate more efficiently, safely and intelligently. Through the expertise of our people and ongoingcontinued investment in artificial intelligence (AI) and next-generation digital solutions,technologies, we empower our clients' decision-making across the entire asset lifecycle — from capital planning and operationsdesign to operations, cybersecurity and operational technology. Our capabilities in data analytics, digital architecture, advisory and transformation, software development and cybersecurity enable clients to unlock the fullgreater value offrom their data and digital infrastructure towhile improve performance,improving resilience and sustainability.performance.

In March 2026, we completedacquired thefull acquisitionownership of the remaining stake in PA Consulting. Full ownership of PA Consulting strengthens our position as a comprehensive partner delivering integrated advisory and technology-enabled solutions at global scale. By morebringing closely aligning ourtogether strategy, digital innovation and major program delivery capabilities,delivery, we are better positioned to support clients across the full project lifecycle — from early-stage strategy to implementation — enabling them to address complex challenges with greater speed, capital efficiency and confidence.

Jacobs' Infrastructure & Advanced Facilities lineoperating of businesssegment provides integrated, end-to-end solutions for our clients’ most complex challenges relatedacross toadvanced energymanufacturing, security,cities environmental& resilience,places, safedigital infrastructure, energy, environmental, life sciences, transportation and reliablewater. transportation, buildings and infrastructure, integrated water management and biopharmaceutical manufacturing. In doing so, weWe combine deep experienceexpertise in Water & Environmental, Life Sciences & Advanced Manufacturing and Critical Infrastructure. Our core skillscapabilities revolve aroundspan consulting, planning, architecture, design, engineering, infrastructureproject delivery servicesdelivery, including project, program and construction managementmanagement, and the long-term operation of facilities. SolutionsWe aredeliver deliveredsolutions asthrough standalone professional serviceservices engagements, comprehensiveintegrated program management partnerships, and selective progressive design-build and construction management at-riskmanagement-at-risk delivery services. Increasingly, we useintegrate digital, data science and technology-enabled expertisecapabilities to help clients improve performance and deliver positive andpositive, enduring outcomes for our clients and communities.

We serve national, state and local government clients across multiple regions — including the U.S., U.K., Europe, the Middle East and Asia PacificPacific, —as andwell as multinational and local private sector organizations globally.

PA Consulting, a wholly owned subsidiary,Consulting is a global innovation and transformation consultancy that helps accelerate new growth ideas from concept, through design and development, to commercial success, while supporting organizations in strengthening leadership, culture, systems and processes to make innovation a reality. PA Consulting'sConsulting global team of strategists, innovators, designers, consultants, digital experts, scientists, engineers and technologists servessupports clients across seven sectors: consumer and manufacturing, defense and security, energy and utilities, financial services, government, health and life sciences, and transport.

ClientsPA oftenConsulting relyserves ona multiplediverse providersmix acrossof private and public sector clients, bringing advisory, digital innovation and program delivery. We bring these capabilitiesdelivery together by integrating PA Consulting's strengths in strategic advisory, innovation and transformation with ourJacobs' experienceexpertise in delivering advanced manufacturing and highly technical infrastructure programs. ThisTogether, approachwe enables us tocan support clients across the full project lifecycle—from early-stage strategy through implementation—delivering practical, scalable solutions to address complex challenges.

Results of Operations for the three and sixnine months ended MarchJune 27,26, 2026 and MarchJune 28,27, 2025 (in thousands, except per share information)

Overview – Three and SixNine Month Periods Ended MarchJune 27,26, 2026

Net lossearnings attributable to the Company from continuing operations for the secondthird fiscal quarter of 2026 was $(43.0)$137.4 million (or $(0.32)$1.16 per diluted share), a decrease of $54.2$43.9 million, from net earnings of $11.2$181.2 million (or $0.10$1.56 per diluted share) for the corresponding period last year. Favorable period over period underlying operating performance was seen in the secondthird fiscal quarter of 2026, resulting from higher gross profit of $56.5$52.3 million compared to the corresponding period last year, primarily driven by stronger performance in our Infrastructure & Advanced Facilities ("I&AF") operating segment (mainly in our Global Operations, International and Americas sectors as discussed further below in the Segment Financial Information section). TheseReported favorablenet operatingearnings resultsfor the third fiscal quarter of 2026 were morealso thanfavorably offset by unfavorable increases in SG&A expense associated with the PA Consulting Transaction, including $207.0 million in incremental expense mainly from the full vesting of remaining equity-based incentive grants, incremental compensation costs of $123.9 million in accrued distributions associated with the PA Consulting employee benefit trust, and other incentives, as well as restructuring charges and transaction costs incurred in connection with the PA Consulting Transaction. These net unfavorable impacts were partly offsetimpacted by a decrease in restructuring and other charges and transaction costs associated with the Separation Transaction compared to the fiscal 2025 period (mainly professional services and employee separation costs), which arecosts, discussed in Note 16- Restructuring and Other Charges.Charges), which was offset by a $10.8 million increase in restructuring and other charges incurred in connection with the PA Consulting Transaction, as well as an increase in incentives and personnel related costs. The above net unfavorablefavorable impacts to our results were partly offset by a decrease in miscellaneous expenseincome of $85.6$38.0 millionmillion, primarily due to the absence of prior year 2025 mark-to-market lossesgains of $109.5$27.4 million related to our former investment in Amentum stock in connection with the Separation TransactionTransaction, asand wellhigher asincome thetax absenceexpense of the prior year $20.5$50.9 million inprimarily discountsfrom andnon-deductible expenses recorded to Loss on extinguishment of debt associated with our Equity-for-Debt Transaction on March 13, 2025, where the Company exchanged shares of our former investment in Amentum Holdings, Inc. for a principal amount of term loans under the 2021 Term Loan Facility that were immediately extinguished (see Note 12- Borrowings and Note 14- Discontinued Operations), partially offset by $20.5 million in losses on the settlement of the foreign exchange forward contract in connection with the PA Consulting Transaction inwhich ourclosed currenton yearMarch results.20, 2026, impacting the Company's annualized effective tax rate for the remainder of the fiscal year. Our results were alsofurther favorably impacted by athe $37.5absence of $5.7 million increase in the Company's prior redeemable noncontrolling share of expense associated with equity-based incentive grants comparedas toa result of the prior year period as mentioned above, partly offset by higher net earnings results in our PA Consulting segment.Transaction.

For the sixnine months ended MarchJune 27,26, 2026, net earnings attributable to the Company from continuing operations were $82.0$219.3 million (or $0.81$1.96 per diluted share), an increase of $87.9$44.1 million, from net lossearnings of $(6.0)$175.3 million (or $0.00$1.53 per diluted share) for the corresponding period last year. Our reported net earnings for the sixnine months ended MarchJune 27,26, 2026 were favorably impacted by higher gross profit of $100.5$152.8 million compared to the corresponding period last year, primarily driven by stronger performance in our Infrastructure & Advanced Facilities ("I&AF") operating segment (mainly in our Global Operations, International and Global OperationsAmericas sectors, as discussed further below in the Segment Financial Information section). These favorable operating results were offset by $366.8 million in unfavorable increases in Selling, general and administrative ("SG&A"), expenseprimarily driven by expenses associated with the PA Consulting Transaction, including $223.7$217.0 million in incremental expense mainly from the full vesting of remaining equity-based incentive grants, incremental compensation costs of $123.9 million in accrued distributions associated with the PA Consulting employee benefit trust, and other incentives, as well as $15.7 million in restructuring charges and other transaction costscharges incurred in connection with the PA Consulting Transaction. OurAlso, these results were also favorably impacted by a decrease in miscellaneous expense of $216.0$178.0 million primarily due to the absence of prior year 2025 mark-to-market losses of $254.7$227.3 million related to our former investment in Amentum stock in connection with the Separation Transaction as well as the absence of prior year $20.5 million in discounts and expenses recorded to Loss on extinguishment of debt associated with our Equity-for-Debt Transaction on March 13, 2025, where the Company exchanged shares of our former investment in Amentum Holdings, Inc. for a principal amount of term loans under the 2021 Term Loan Facility that were immediately extinguished2025 (see Note 12- Borrowings and Note 14- Discontinued Operations), partially offset by $20.5 million in losses on the settlement of the foreign exchange forward contract in connection with the PA Consulting TransactionTransaction, higher net interest expense and losses from foreign currency remeasurement in our current year results. Our results were also impacted by alower $38.8income tax expense of $28.8 million increaseand a $44.5 million decrease in the Company's redeemable noncontrolling share of expense associated with equity-based incentive grants compared to the prior year period as mentioned above, partly offset by higher underlying net earnings results in our PA Consulting segment.

On January 2, 2026, Jacobs entered into the Implementation Deed with PA Consulting. Pursuant to the Implementation Deed and certain related agreements, and in accordance with the terms and conditions thereof, on March 20, 2026, Jacobs completed the transaction to acquire from shareholders of PA Consulting all of the remaining issued share capital of PA Consulting ("PA Shares") owned by the PA Consulting shareholders (excluding shares already held by Jacobs and its affiliates). The Company acquired the PA Shares for an aggregate initial consideration of approximately £1.21 billion which was paid through a combination of approximately £997.6 million in cash (net of certain PA Consulting shareholder expenses) and 2,043,537 newly issued shares of Jacobs' common stock, par value $1.00 per share (“Company Common Stock”). Also, onin Marchaccordance 20,with the terms of the Implementation Deed, in fiscal 2028, the Company willis obligated to pay an additional £75 million in consideration with shares of Company Common Stock, cash or a combination thereof (as determined by the Company in its sole discretion), with accruals associated with this additional consideration reflected in Other deferred liabilities on the Consolidated Balance Sheet as of MarchJune 27,26, 2026. The transactions described in this paragraph, are collectively referred to as the “PA Consulting Transaction”. As a result of the PA Consulting Transaction, the Company no longer carries Redeemable Noncontrolling Interests on the Jacobs Consolidated Financial Statements. See Note 15- PA Consulting Redeemable Noncontrolling Interests for more discussion on the transaction and Note 12- Borrowings for more discussion on the financing for the transaction.

Revenues for the secondthird fiscal quarter of 2026 were $3.69$4.08 billion, an increase of $784.5$1.04 million,billion, or 27.0%,34.5%, from $2.91$3.03 billion for the corresponding period last year. For the sixnine months ended MarchJune 27,26, 2026, revenues were $6.99$11.06 billion, an increase of $1,144.8$2.19 million,billion, or 19.6%,24.7%, from $5.84$8.88 billion for the corresponding period last year. Revenue increases for both the three and sixnine month periods year over year were mainly driven by the Company's I&AF business, as well as year-over-year revenue growth in our PA Consulting business.business in the nine month period of fiscal 2026. The I&AF segment benefited primarily from stronger performance in our Global Operations, International and Americas sectors for both the quarterly and year to date comparative periods presented. Our revenues were also favorably impacted by foreign currency translation of $77.6$21.0 million and $115.4$136.4 million for the three and sixnine months ended MarchJune 27,26, 2026, respectively, across our international businesses, as compared to unfavorablefavorable impacts of $18.8$37.2 million and $2.3$34.8 million for the for the three and sixnine months ended MarchJune 28,27, 2025, respectively.

Gross profit for the secondthird fiscal quarter of 2026 was $794.9$810.7 million, an increase of $56.5$52.3 million, or 7.7%,6.9%, from $738.3$758.4 million for the corresponding period last year, with gross profit margins of 21.5%19.9% and 25.4%25.0% for the respective periods. Gross profit for the sixnine months ended MarchJune 27,26, 2026 was $1,560.1$2,370.8 million, an increase of $100.5$152.8 million, or 6.9%, from $1,459.6$2,218.0 million for the corresponding period last year, with gross profit margins of 22.3%21.4% and 25.0% for the respective periods. The Company's increase in gross profit was mainly attributable to higher revenues as mentioned above, with overall margin impacts from year-over-year project mix, higher revenues associated with pass-through costcost, year-over-year project mix as well as lower utilization trends primarily in the PA Consulting business.

Selling, general & administrative expenses for the three and sixnine months ended MarchJune 27,26, 2026 were $876.1$524.0 million and $1,408.8$1,932.8 million, respectively, as compared to $529.7$523.4 million and $1,042.5$1,565.9 million for the corresponding periods last year, representing an increase of $346.4$0.6 million or 65.4%0.1% and $366.2$366.8 million or 35.1%,23.4%, respectively. SG&A expenses for the three and sixnine months ended MarchJune 27,26, 2026 were impacted by increases in expense associated with the PA Consulting Transaction, including $207.0$217.0 million and $223.7 million, respectively, in incremental expense compared to the last fiscal year period, mainly from the full vesting of remaining equity-based incentive grants, incremental compensation costs of $123.9 million in accrued distributions associated with the PA Consulting Transaction employee benefit trust, and other incentives,incentives. The three and nine months ended June 26, 2026 also included an increase in restructuringrestructuring, chargesintegration and other transactionrelated costs associated with the PA Consulting Transaction of $1.3$10.8 million and $5.0$15.7 million, respectively. SG&A expenses were alsofurther impacted by increases in underlying personnel costs, incentives, expenses associated with IT related software licensing and other IT costs and other department spend. These incremental SG&A expenses were partly offset by decreases of $2.5$14.4 million and $15.3$29.6 million, respectively, in Restructuring and other charges associated with the Separation Transaction (mainly comprised of professional services and employee separation costs), and reductions of $8.4$4.7 million and $16.3$20.9 million, respectively, in expenses associated with the TSA with Amentum. Lastly, SG&A expenses were further impacted by unfavorable foreign exchange of $38.1$5.0 million and $45.8$50.8 million for the three and sixnine months ended MarchJune 27,26, 2026, as compared to favorableunfavorable impacts of $4.9$6.2 million and $1.7$4.5 million for the corresponding periods last year.

Net interest expense for the three and sixnine months ended MarchJune 27,26, 2026 was $31.8$46.3 million and $58.4$104.7 million, respectively, an increase of $2.7$17.6 million and $4.2$21.8 million from $29.1$28.8 million and $54.2$83.0 million or 9.4%61.2% and 7.7%,26.2%, respectively, for the corresponding periods last year. The increase in net interest expense for the three and sixnine months ended MarchJune 27,26, 2026 was primarily a result of the Company's higher average levels of outstanding debt compared to the last fiscal year, partially offset by lower interest rates in the current year compared to the prior year period.

Loss on extinguishment of debt for the three and sixnine months ended MarchJune 28,27, 2025 was $20.5 million, in discounts and expenses associated with the Equity-for-Debt Transaction executed on March 13, 2025, where the Company exchanged shares of our former investment in Amentum Holdings, Inc. for a principal amount of term loans under the 2021 Term Loan Facility, which term loans were immediately extinguished. See Note 12- Borrowings and Note 14- Discontinued Operations.

Miscellaneous expense,income (expense), net for the three and sixnine months ended MarchJune 27,26, 2026 was $(17.7)$0.9 million and $(17.416.5) million, respectively, ain decreasecomparison ofto $85.6 million and $216.0 million from $(103.3)$38.8 million and $(233.4194.5) million, respectively,million for the corresponding periods last year. The favorabilitychanges comparedof to$(38.0) million and $178.0 million for the correspondingthree periodand lastnine yearmonths wasended June 26, 2026, respectively, were primarily due to the absence of threeprior and six month periods ended March 28, 2025year mark-to-market gains (losses) and other related expenses associated with our former investment in Amentum stock in connection with the Separation Transaction of $109.5$27.4 million and $254.7$(227.3) million,million for three and nine month periods ended June 27, 2025, respectively. TheseThe favorablethree itemsand werenine partiallymonths offsetended June 26, 2026 also included $6.2 million in net mark-to-market gains related to an investment in equity securities. Miscellaneous income (expense), net was also unfavorably impacted by a decrease of $9.8 million and $31.4 million for the three and sixnine months ended MarchJune 27,26, 20262026, by a decrease of $10.3 million and $21.6 millionrespectively, in TSA-related income associated with the Separation Transaction as discussed in Note 14- Discontinued Operations.Operations, as well as unfavorable comparative impacts of $7.0 million and $4.1 million, respectively, attributable to changes in net foreign currency remeasurement gains and losses arising from ordinary course of business activity. In addition, the current year's three and sixnine month results included $20.5 million in losses on the settlement of the foreign exchange forward contract in connection with the PA Consulting Transaction.

The Company’s effective tax rates from continuing operations for the three months ended MarchJune 27,26, 2026 and MarchJune 28,27, 2025 were 34.5%43.4% and 90.6%,21.9%, respectively. Significant items contributing to differences between the statutory U.S. federal corporate tax rate of 21.0% and the Company's effective tax rate for the three-month period ended MarchJune 27,26, 2026 included $13.0$35.8 million related toof non-deductible incentive compensationexpenses associated with the Company's PA Consulting investmentTransaction andon $3.0March 20, 2026, $9.9 million of U.S. state income taxes.taxes and $6.3 million of U.S. tax on foreign earnings. These items are expected to have a continuing impact on the Company's effective tax rate for the remainder of the fiscal year.

The most significant items contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0% and the Company's effective tax rate of 90.6%21.9% for the three-month period ended MarchJune 28,27, 2025 were related to $33.1 million in unfavorable tax impacts associated with the non-deductibility of losses from the Company's former investment in Amentum stock, as well as U.S. state income tax expense of $4.0 million and U.S. tax on foreign earningsearnings, ofpartly $4.5offset million.by additional research and development credits claimed on the U.S. federal tax return.

The Company’s effective tax rates from continuing operations for the sixnine months ended MarchJune 27,26, 2026 and MarchJune 28,27, 2025 were 37.1%41.9% and 98.9%,45.6%, respectively. Significant items contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0% and the Company's effective tax rate for the six-monthnine-month period ended MarchJune 27,26, 2026 included unfavorable tax impacts of $7.5$47.0 million related to non-deductible incentive compensation associated with the Company's PA Consulting investment, as mentioned above, as well as $3.4 million related to otherof non-deductible expenses arisingassociated fromwith the PA Consulting Transaction on March 20, 2026.2026, $12.7 million of U.S. state income taxes and $9.0 million of U.S. tax on foreign earnings. These items are expected to have a continuing impact on the Company's effective tax rate for the remainder of the fiscal year.

The most significant item contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0%21% and the Company's effective tax rate of 98.9%45.6% for the six-monthnine-month period ended MarchJune 28,27, 2025 were related to $70.1$63.1 million in unfavorable tax impacts associated with the non-deductibility of losses from the Company's former investment in Amentum stock, as well as U.S. state income tax expense of $9.4 million and U.S. tax on foreign earningsearnings, ofpartly $9.4offset million.by additional research and development credits claimed on the U.S. federal tax return.

Net loss attributable to noncontrolling interests for the three and sixnine months ended MarchJune 27,26, 2026 were $10.9$0.7 million and $8.4$9.2 million, respectively, as compared to $11.7net earnings of $(4.4) million and $5.7net loss of $1.2 million for the corresponding periods last year, due to lower comparative earnings results from our joint ventures in the current year period, partially offset by lower current period charges in connection with the Consolidated JV Matter.

Net loss attributable to redeemable noncontrolling interests for the three and sixnine months ended MarchJune 27,26, 2026 were $31.7 millionzero and $25.9 million, respectively, as compared to net earnings of $(5.85.7) million and $(12.918.5) million for the corresponding periods last year. TheseThe changesdecrease in net earnings attributable to redeemable noncontrolling interests for the three months ended June 26, 2026 is primarily a result of the PA Consulting Transaction. The change for the nine months ended June 26, 2026 also reflects unfavorable impacts in the Company's noncontrolling share of expense associated with equity-based incentive grant vesting activities compared to the prior year period as discussed in Note 15- PA Consulting Redeemable Noncontrolling Interests, partly offset by higher net underlying earnings results in our PA Consulting segment compared to the prior year period.

During fiscal 2023, the Company implemented restructuring initiatives relating to the Separation Transaction. The Company incurred approximately $9.4$16.8 million during the sixnine months ended MarchJune 27,26, 2026 and $28.2 million and $42.0 million in fiscal 2025 and fiscal 2024, respectively, in pre-tax cash charges in connection with these initiatives. These actions wereare anticipated to be substantially completed at the end of calendarfiscal year 20252026 and are expected to result in estimated gross annualized pre-tax cash savings of approximately $185$200 million to $225$245 million.

During third quarter fiscal 2023, the Company approved a plan to improve business processes and cost structures of our PA Consulting investment by reorganizing senior management and reducing headcount. In connection with these initiatives, which are substantially completed, the Company incurred approximately $0.4$0.7 million during the sixnine months ended MarchJune 27,26, 2026 and $1.9 million, $6.4 million and $14.3 million in fiscal 2025, 2024 and 2023, respectively, in pre-tax cash charges. These activities are expected to result in estimated gross annualized pre-tax cash savings of approximately $50 million to $65 million.

The following table summarizes our backlog at MarchJune 27,26, 2026 and MarchJune 28,27, 2025 (in millions):

At MarchJune 27,26, 2026, our principal sources of liquidity consisted of $1.37$1.17 billion in cash and cash equivalents and $994.7$1.50 millionbillion of available borrowing capacity under our $1.50 billion revolving credit agreement (the "JSI Revolving Credit Facility"). See Note 12- Borrowings for more information. We finance most of our operations and growth through cash generated by our operations.

Cash and cash equivalents at MarchJune 27,26, 2026 were $1.37$1.17 billion, representing an increasedecrease of $136.5$62.5 million from $1.24 billion at September 26, 2025, the reasons for which are described below.

The Company also holds approximately $116.5$16.1 million in restricted cash as of MarchJune 27,26, 2026 (reported in Prepaid expenses and other in the Consolidated Balance Sheets), the majority of which relates to the remaining PA Consulting employee benefit trust ("PA Consulting EBT"), a consolidated entity of Jacobs, and was received in connection with the March 20, 2026 PA Consulting Transaction,Transaction. withDuring the current quarter, approximately $100$102.0 million expectedof restricted cash was distributed by the trustees of the PA Consulting EBT, to bespecified paidPA outConsulting inemployees thethat thirdwere fiscalemployed quarterby PA Consulting as of March 20, 2026. See Note 15- PA Consulting Redeemable Noncontrolling Interests infor theadditional Consolidated Financial Statements.information.

Our net cash flow usedprovided forby operations of $103.4$352.8 million during the sixnine months ended MarchJune 27,26, 2026 was unfavorablefavorable by $114.4$49.1 million in comparison to the cash flow provided by operations of $11.0$303.6 million in the corresponding prior year period. TheThis declineincrease was largelydriven dueby improved working capital performance primarily attributable to a favorable cash timing item at the end of the quarter that will reverse in the fourth quarter of fiscal 2026 and lower cash income tax payments in the current year. These were offset by a one time payment of $232.5$240.4 million in relation to the PA Consulting Transaction associated with the settlement of the equity-based incentive grants within other deferred liabilities.liabilities These decreases were offset in part by lower cash income tax payments in the current year and other items..

Our net cash used for investing activities during the sixnine months ended MarchJune 27,26, 2026 was $31.8$56.9 million, compared to cash used for investing activities of $24.3$46.4 million in the corresponding prior year period due to higher levels of additions to plant, property and equipment in the current year.

Our net cash providedused byfor financing activities during the sixnine months ended MarchJune 27,26, 2026 was $392.0$335.2 million. This was driven by net proceeds of borrowings of $1.9 billion, offset by $883.2$917.6 million in proceeds paid for the repurchase of the remaining redeemable noncontrolling interest shares in connection with the PA Consulting Transaction,Transaction (including transaction cost payments), common stock repurchases of $471.8$614.1 million, $81.2$123.4 million in dividends to shareholders, and $22.2$29.2 million in taxes paid on vested restricted stock. This was offset by net proceeds of borrowings of $1.4 billion used for the above mentioned uses of cash. Net cash providedused byfor financing activities in the corresponding prior year period was $106.6$126.2 million, due primarily to net proceeds from borrowings of $746.4 million, partly offset by common stock repurchases of $552.4$653.2 million, $75.9$114.8 million in dividends to shareholders, and $21.1$27.0 million in taxes paid on vested restricted stock.stock, which was offset by net proceeds from borrowings of $589.4 million, and the receipt of $70.0 million associated with the final settlement of the post-closing working capital adjustments from the distribution of the SpinCo Business.

At MarchJune 27,26, 2026, the Company had approximately $161.8$295.2 million in cash and cash equivalents held in the U.S. and $1.21$877.7 billionmillion held outside of the U.S. (primarily in the U.K., the Eurozone, Australia, India, Canada, and the Middle East region). Other than the tax cost of repatriating funds to the U.S., there are no material impediments to repatriating these funds to the U.S.

The Company had $253.4$247.0 million in letters of credit outstanding at MarchJune 27,26, 2026. Of this amount, $0.3 million was issued under the JSI Revolving Credit Facility and $253.1$246.7 million was issued under separate, committed and uncommitted letter-of-credit facilities.

Long-term debt as of MarchJune 27,26, 2026 increased by $1.8$1.3 billion compared to September 26, 2025 primarily due to the issuance of the 4.75% Bonds and 5.375% Bonds totaling $1.3 billion, partly offset by a decrease in outstanding Term Loan Facilities as a result of the current quarter refinancing activities (see Note 12- Borrowings).billion. Proceeds from these financing activities were used to fund the PA Consulting Transaction, share buybacks, dividends and taxes paid on vested restricted stock.

On January 2, 2026, Jacobs entered into the Implementation Deed with PA Consulting. Pursuant to the Implementation Deed and certain related agreements, and in accordance with the terms and conditions thereof, on March 20, 2026, Jacobs completed the transaction to acquire from shareholders of PA Consulting all of the remaining issued share capital of PA Consulting ("PA Shares") owned by the PA Consulting shareholders (excluding shares already held by Jacobs and its affiliates). The Company acquired the PA Shares for an aggregate initial consideration of approximately £1.21 billion which was paid through a combination of approximately £997.6 million in cash (net of certain PA Consulting shareholder expenses) and 2,043,537 newly issued shares of Jacobs' common stock, par value $1.00 per share (“Company Common Stock”). Jacobs funded the cash portion of the upfront consideration through a combination of cash-on-hand and incremental debt proceeds as discussed above. Also, onin Marchaccordance 20,with the terms of the Implementation Deed, in fiscal 2028, the Company willis obligated to pay an additional £75 million in consideration with shares of Company Common Stock, cash or a combination thereof (as determined by the Company in its sole discretion), with accruals associated with this additional consideration reflected in Other deferred liabilities on the Consolidated Balance Sheet as of MarchJune 27,26, 2026. The transactions described in this paragraph, are collectively referred to as the “PA Consulting Transaction”. As a result of the PA Consulting Transaction, the Company no longer carries Redeemable Noncontrolling Interests on the Jacobs Consolidated Financial Statements. See Note 15- PA Consulting Redeemable Noncontrolling Interests for more discussion on the transaction and Note 12- Borrowings for more discussion on the financing for the transaction.

We were in compliance with all of our debt covenants at MarchJune 27,26, 2026.