Discontinued Operations

12 Months Ended

Sep. 26, 2025

Discontinued Operations and Disposal Groups [Abstract]

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

On September 27, 2024, Jacobs completed the previously announced Reverse Morris Trust transaction pursuant to which (i) Jacobs first transferred its CMS and portions of its DVS business to Amazon Holdco Inc., a Delaware corporation (SpinCo), which has since been renamed Amentum Holdings, Inc., (ii) Jacobs then effectuated a spin-off of SpinCo by distributing 124,084,108 shares of SpinCo Common Stock, by way of a pro rata distribution to its shareholders such that each holder of shares of Jacobs Common Stock was entitled to receive one share of SpinCo Common Stock for each share of Jacobs common stock held as of the record date, September 23, 2024 (the "Distribution"), and (iii) finally, Amentum Parent Holdings LLC merged with and into SpinCo, with SpinCo surviving the merger. Amentum Holdings, Inc., as the surviving entity of the Separation Transaction is now an independent public company with common stock listed on the New York Stock Exchange under the symbol “AMTM” (“Amentum”).

In connection and in accordance with the terms of the Separation Transaction and prior to the Distribution and the Merger, Jacobs received a cash payment from SpinCo of approximately $911.0 million, after adjustments based on the estimated levels of cash, debt and working capital in the SpinCo Business as of the transaction date, and recorded estimated additional net working capital receivable amounts reflected in Receivables and Contract Assets in the Company's September 27, 2024 Consolidated Balance Sheet, subject to final settlement between the parties after the closing of the transaction and as set forth in the Agreement and Plan of Merger, dated as of November 20, 2023 (as amended, the “Merger Agreement"). Subsequent to the closing and upon final determination in March 2025, the parties determined that the Company was entitled to $70.0 million in final settlement of the post-closing working capital adjustment, resulting in a $24.0 million reduction from preliminary recorded receivable amounts, which was charged to Retained Earnings in the Company's Consolidated Balance Sheet. The $70.0 million final receivable balance was collected in full on April 10, 2025 and immediately utilized to pay down existing amounts owed on Company’s Revolving Credit Facility upon receipt.

Summarized Financial Information of Discontinued Operations

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


	For the Years Ended
	September 26, 2025		September 27, 2024		September 29, 2023
Revenues	$	(3,200)	$	5,472,979	$	5,500,994
Direct cost of contracts	3,528		(4,692,921)		(4,738,539)
Gross profit	328		780,058		762,455
Selling, general and administrative expenses (1) (2)	(34,716)		(479,582)		(363,703)
Operating (Loss) Profit	(34,388)		300,476		398,752
Other loss, net	—		(3,301)		(3,049)
(Loss) Earnings Before Taxes from Discontinued Operations	(34,388)		297,175		395,703
Income Tax Benefit (Expense)	7,742		(89,737)		(94,845)
Net (Loss) Earnings of the Group from Discontinued Operations	(26,646)		207,438		300,858
Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations	—		(13,561)		(13,365)
Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations (3)	$	(26,646)	$	193,877	$	287,493

(1)The Company accrued approximately $30.8 million during the fourth quarter of fiscal 2025 as an indemnity reserve in respect of an ongoing non-U.S. tax matter related to an entity that was part of the separated SpinCo Business.

(2)The increase in selling, general and administrative expenses in the year ended September 27, 2024 from September 29, 2023 was primarily related to professional services and other Separation Transaction related expenses of $97.6 million.

(3)The decrease in net Earnings from discontinued operations for the year ended September 26, 2025, as compared to September 27, 2024, was primarily driven by prior year operating results of the SpinCo Business, which were divested and therefore are no longer in Company's financial results in fiscal year 2025.

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


	For the Years Ended
	September 26, 2025		September 27, 2024		September 29, 2023
Depreciation and amortization:
Property, equipment and improvements	$	—	$	16,245	$	19,075
Intangible assets	$	—	$	56,839	$	56,675
Deferred income taxes	$	4,235	$	(106,424)	$	(5,297)
Additions to property and equipment	$	—	$	(13,067)	$	(26,448)

No assets and liabilities remained held for spin as of September 26, 2025 and September 27, 2024.

Investment in Amentum Stock

As a result of the Separation Transaction on September 27, 2024, Jacobs held approximately 29.2 million of the outstanding shares of Amentum common stock initially recorded on a net book value basis under spin-off accounting rules.

Following the Merger and in accordance with the Escrow Agreement, Jacobs transferred approximately 10.9 million of the 29.2 million of Amentum shares held into escrow to be held and distributed between the parties based on terms and conditions set forth in the Merger Agreement. The entire 29.2 million shares of Amentum, consisting of both the 10.9 million in escrow shares and the remaining 18.3 million shares owned by Jacobs was reflected in the Company’s September 27, 2024 Consolidated Balance Sheet pending final settlement of the escrow shares at a recorded fair value of $749.5 million.

In February 2025, in connection with the determination of SpinCo’s fiscal year 2024 performance against certain agreed upon milestones and ensuing escrow share settlement proceedings (the “Post-Closing Additional Merger Consideration Adjustment”), the parties agreed that Jacobs was entitled to receive at least an additional 1.2 million shares held in escrow, which were then released to Jacobs. Subsequently, on March 13, 2025, Jacobs completed the Equity-for-Debt Transaction (see Note 9- Borrowings for additional information). After giving effect to the above transactions, the Company's remaining investment in Amentum represented the 9.7 million shares remaining in escrow.

Further, on April 7, 2025, the parties agreed to a final determination of the Post-Closing Additional Merger Consideration Adjustment, pursuant to which Jacobs became entitled to receive approximately 7.3 million Amentum shares from the remaining 9.7 million shares held in escrow mentioned above, and former Amentum equity sponsors became entitled to receive the remainder of approximately 2.4 million shares. The finalization of the shares deemed owed to the former Amentum equity sponsors resulted in approximately $21.9 million in charges to Miscellaneous Expense in the Company's Consolidated Statement of Earnings in the second fiscal quarter of 2025. These shares were subsequently released to the respective parties during the current quarter.

Finally, on April 30, 2025, the Jacobs Board of Directors declared a dividend in kind to distribute the remaining 7.3 million shares of Amentum's stock to Jacobs’ shareholders of record as of May 16, 2025, which were distributed on a pro rata basis on May 30, 2025, resulting in an impact on retained earnings as shown on the Company's Consolidated Statements of Shareholders' Equity for the twelve months ended September 26, 2025. Following the distribution, the Company no longer owns any shares of Amentum common stock.

The Company reported $(227.3) million and $186.9 million in fair value mark-to-market (losses) gains and other related charges associated with the investment in Amentum shares for the years ended September 26, 2025 and September 27, 2024, respectively, which were included in Miscellaneous (Expense) Income, net as reported in Other (Expense) Income in the Company’s Consolidated Statements of Earnings.

Transition Services Agreement

Upon closing of the Separation Transaction, the Company entered into a Transition Services Agreement (the "TSA") with Amentum pursuant to which the Company, on an interim basis, provided various services to Amentum

including corporate, information technology, and project services. The initial term of the TSA began immediately following the closing of the transaction on September 27, 2024. As of September 26, 2025, the TSA was substantially exited with certain agreed upon extensions which are expected to be completed by the end of calendar year 2025. Pursuant to the terms of the TSA, the Company will receive payments for the interim services. Since inception of the TSA agreement, the Company has recognized costs recorded in SG&A expense incurred to perform the TSA, offset by $40.5 million in TSA related income for such services that is reported in miscellaneous income (expense) for the year ended September 26, 2025. No services were provided under the TSA for the year ended September 27, 2024.

Sale of Energy, Chemicals and Resources ("ECR") Business

On April 26, 2019, Jacobs completed the sale of its Energy, Chemicals and Resources ("ECR") business to Worley Limited, a company incorporated in Australia ("Worley"), for a purchase price of $3.4 billion consisting of (i) $2.8 billion in cash plus (ii) 58.2 million ordinary shares of Worley, subject to adjustments for changes in working capital and certain other items (the “ECR sale”). For the years ended September 26, 2025, September 27, 2024 and September 29, 2023, $2.7 million, $(0.6) million and $(0.8) million, respectively, were reported in Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations on the Consolidated Statement of Earnings related to ECR.