AddedRisk Factors
•International trade issues, including tariffs and counter tariffs, may have a negative impact on our business.
The 10-K against last year's
221 changes: 46 added, 30 removed, 142 reworded, 3 quiet changes
10-K 0001628280-25-053316 (2025-11-20) vs 10-K 0000052988-24-000065 (2024-11-25)
The redline
The paragraph that changed most in each section
Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 332 words changed in this paragraph; it is 40% similar to last year's version.
Net earnings attributable to the Company from continuing operations for fiscal 2024 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), an increase of $233.7 million, or 61.6%, from $379.1 million (or $3.05 per diluted share) for the prior year. The Our reported net earnings for the current year results reflected were favorably impacted by higher year-over-year operating gross profit of $16.0 million, which benefited from favorable year-over-year underlying operating results, $152.2 million compared to the prior year, primarily driven by stronger performance in the our Infrastructure & Advanced Facilities ("I&AF") operating segment, specifically in the Advanced Facilities, Europe and Asia, Pacific and Middle East ("APME") businesses, as well as growth in our PA Consulting operating segment, as discussed below in the Segment Financial Information section. Further, While current year results reflected higher year-over-year underlying gross profit, the Company’s results from continuing operations for fiscal 2025 were favorably unfavorably impacted by $186.9 an increase in miscellaneous expense of $409.1 million primarily as a result of $227.3 million in pre-tax mark-to-market gains associated with losses relating to our investment in Amentum stock recorded in connection with the Separation Transaction compared to $186.9 million in gains relating to the same investment in the prior year. Fiscal 2025 comparative results were also unfavorably impacted by a prior year realized gain of $35.2 million from settlement of interest rate swaps in fiscal 2024 and $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 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 9- Borrowings and Note 14- Discontinued Operations). The favorable underlying operating performance was achieved despite higher year over year These unfavorable impacts were partly offset by an increase in TSA-related income and a decrease in interest expense included in miscellaneous expense as well as a decrease in pre-tax Restructuring and other charges and transaction costs due of $104.6 million reported in Selling, general & administrative ("SG&A") expenses compared to the fiscal 2024 period, primarily to expenses incurred relating to associated with the Separation Transaction amounting to $144.2 million (primarily (mainly professional services and employee separation costs), compared to fiscal 2023 amounts of $142.5 million mainly associated with the Company's Restructuring and other charges and transaction costs relating to expenses incurred which are discussed in conjunction with the real estate transformation rescaling initiatives and the PA Consulting restructuring program charges (primarily employee separation costs) and expenses incurred relating to the Separation Transaction (primarily professional services). See Note 17- 16- Restructuring and Other Charges.
Source: Item 7, 10-K 0001628280-25-053316 vs Item 7, 10-K 0000052988-24-000065
Risk Factors 234 words changed in this paragraph; it is 50% similar to last year's version.
There is increased increasing scrutiny from governmental organizations, clients, investors, suppliers, partners, communities, employees and employees other stakeholders on companies’ environmental, social, and governance (“ESG”) practices and disclosures, disclosures related to sustainability and corporate responsibility, including with respect to inclusion climate change and diversity. carbon emissions, human rights, ethics, supply chain management and human capital management. If our ESG practices, including our goals for inclusion practices and diversity, disclosures related to sustainability and corporate responsibility do not meet evolving rules and regulations or stakeholder expectations and standards (or if we are viewed negatively based on positions we do or do not take or work we do or do not perform or cannot publicly disclose for certain clients and industries), then our reputation, reputation and our ability to attract or and/or retain new clients and leading experts, employees and other professionals and our ability to attract new business and clients could be negatively impacted, as could our attractiveness as an investment, service provider, employer, or business partner. partner, and further, could lead to lawsuits, penalties or market access restrictions. Similarly, any failure or perceived failure in our efforts to execute our ESG strategy or our diversity and inclusion strategy and achieve our current or future related sustainability and corporate responsibility-related goals, targets, and objectives, or to satisfy various reporting standards within the timelines expected advance our related initiatives, including by stakeholders or at all, could also result in similar negative impacts. Organizations that provide information to investors on corporate governance and related matters have developed rating processes for evaluating companies on their approach to ESG matters, and unfavorable ratings of our ESG efforts may lead to negative investor sentiment, diversion of investment to other companies, and difficulty in hiring skilled employees. 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. satisfy
Source: Item 1A, 10-K 0001628280-25-053316 vs Item 1A, 10-K 0000052988-24-000065
Accounting Policies 159 words changed in this paragraph; it is 40% similar to last year's version.
ASU 2023-09, 2024-03, Income Taxes, (Topic 740): Improvements to Statement, (Subtopic 220-40): Reporting Comprehensive Income Tax Disclosures, provides qualitative and quantitative updates to the Company's effective income tax rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency - Disaggregation of income tax disclosures, including consistent categories and greater disaggregation of information Income Statement Expenses, requires disclosure, in the rate reconciliation notes to financial statements, of specified information about certain costs and expenses. The amendments in this update also provide guidance on the disaggregation by jurisdiction disclosure requirements for certain expense captions presented on the face of an entity’s income taxes paid. statement and provide guidance on the disclosure of selling expenses. The amendments in ASU 2023-09 2024-03 are effective for fiscal years annual reporting periods beginning after December 15, 2024, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. ASU 2023-09 2024-03 will be effective for the Company's annual Company in the fourth quarter of fiscal 2026 period. 2027. The Company has identified is evaluating the impact of this guidance on its consolidated financial statements and is implementing changes to processes and internal controls to meet the standard’s updated reporting and disclosure requirements. related disclosures.
Source: 10-K text, Note 2 – Significant Accounting Policies, 10-K 0001628280-25-053316 vs 10-K text, Note 2 – Significant Accounting Policies, 10-K 0000052988-24-000065
Legal Proceedings 52 words changed in this paragraph; it is 86% similar to last year's version.
In the normal course of business, we make contractual commitments (some of which are supported by separate guarantees) and on occasion we are a party in a litigation or arbitration proceeding. proceeding, such as the Consolidated JV Matter (see Note 19- Segment Information). The litigation or arbitration in which we are involved primarily includes personal injury claims, professional liability claims and breach of contract claims. Where we provide a separate guarantee, it is strictly in support of the underlying contractual commitment. Guarantees take various forms including surety bonds required by law, or standby letters of credit ("LOC" and also referred to as “bank guarantees”) or corporate guarantees given to induce a party to enter into a contract with a subsidiary. Standby LOCs are also used as security for advance payments or in various other transactions. The guarantees have various expiration dates ranging from an arbitrary date to completion of our work (e.g., engineering only) to completion of the overall project. We record in the Consolidated Balance Sheets amounts representing our estimated liability relating to such guarantees, litigation and insurance claims. Guarantees are accounted for in accordance with ASC 460-10, Guarantees, at fair value at the inception of the guarantee. See Note 18- 17- Commitments and Contingencies and Derivative Financial Instruments for more information surrounding LOCs and surety bonds.
Source: Item 3, via Note 18 – Contractual Guarantees, Litigation, Investigations and Insurance, 10-K 0001628280-25-053316 vs Item 3, via Note 19 – Contractual Guarantees, Litigation, Investigations and Insurance, 10-K 0000052988-24-000065
Every change, by type
Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of J's Risk Factors and MD&A, 10-K 2025-11-20 against 10-K 2024-11-25. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, wouldAddedRisk Factors
We also face increasing risks associated with operational technology ("OT") systems, particularly in our work supporting critical infrastructure sectors in which we operate. These risks include cyber threats targeting legacy and modernized OT environments, challenges in integrating secure digital solutions with aging infrastructure, and the growing attack surface introduced by IoT ("internet of things") and IIoT ("industrial internet of things") devices. Additionally, we must navigate evolving regulatory requirements and ensure operational continuity in the face of potential system disruptions.
AddedRisk Factors
difficulties in anticipating and implementing adequate preventative measures or mitigating harms after such an attack. In addition, laws, regulations, government guidance, and industry standards and practices in the United States and elsewhere are rapidly evolving to combat these threats. We may face increased compliance burdens regarding such requirements with regulators and also incur additional costs for oversight and monitoring of our own systems.
AddedRisk Factors
We are also subject to data sovereignty requirements imposed by the U.S. government, other sovereign governments, and, in some cases, by clients through specific contractual provisions. These requirements restrict how and where data is stored, processed, and accessed, particularly in relation to sensitive or classified information. Compliance with these requirements often necessitates localized infrastructure, specialized data handling protocols, and enhanced cybersecurity controls. Failure to comply with these requirements could result in contractual penalties, reputational harm, or the loss of current and future business opportunities with affected clients, all of which could have a material adverse effect on our business, financial condition and results of operations.
AddedRisk Factors
•Reputational harm may arise from a variety of sources, including, but not limited to:
AddedRisk Factors
•Project performance issues, such as schedule delays, work stoppages, cost overruns or failure to meet project specifications or professional standards;
AddedRisk Factors
•Health, safety, or security incidents at work sites involving our employees, contractors, subcontractors, clients or others;
AddedRisk Factors
•Cybersecurity or data protection failures, including breaches of confidential or proprietary information;
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AddedRisk Factors
•Compliance lapses, including those related to domestic and foreign government laws, regulations and policies;
AddedRisk Factors
•Environmental incidents, such as the contamination of, or damage to, natural resources or the environment, caused by us or our contractors, subcontractors, agents or partners;
AddedRisk Factors
•Changing and evolving values and perceptions regarding climate change and sustainability, including any perceived shortcomings in our climate- or sustainability-related practices or policies;
AddedRisk Factors
•Engagements in or perceived connections to politically or socially sensitive activities;
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RewordedRisk Factors
Failure to maintain safe work sites sites, whether by us, us or by our employees, contractors, subcontractors, clients, the property owner or others working at the project site site, can lead to our employees injury, disabilities or others becoming injured, disabled or even losing their lives, and exposes us to significant financial losses and reputational harm, as well as civil and criminal liabilities. fatalities.
RewordedRisk Factors
If our ESG practices, including our goals for inclusion practices and diversity, disclosures related to sustainability and corporate responsibility do not meet evolving rules and regulations or stakeholder expectations and standards (or if we are viewed negatively based on positions we do or do not take or work we do or do not perform or cannot publicly disclose for certain clients and industries), then our reputation, reputation and our ability to attract or and/or retain new clients and leading experts, employees and other professionals and our ability to attract new business and clients could be negatively impacted, as could our attractiveness as an investment, service provider, employer, or business partner. partner, and further, could lead to lawsuits, penalties or market access restrictions.
RewordedRisk Factors
In addition, a failure by a third party subcontractor, supplier or manufacturer to comply with applicable laws, regulations or regulations, 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.
RewordedRisk Factors
Similarly, any failure or perceived failure in our efforts to execute our ESG strategy or our diversity and inclusion strategy and achieve our current or future related sustainability and corporate responsibility-related goals, targets, and objectives, or to advance our related initiatives, including by failing to satisfy various reporting standards within the timelines expected by stakeholders or at all, could also result in similar negative impacts.
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We may also incur additional expenses as a result of U.S. and international regulators requiring additional disclosures regarding GHG greenhouse gas ("GHG") emissions, and broader ESG-related factors. sustainability-related disclosures than we currently include in our Annual Sustainability Report or in other reports, documents and filings that are required to comply with global regulations.
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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.
RewordedRisk Factors
Governmental policies designed to address the effects of climate change change, or inversely, eliminating the focus on the effects of climate change, could increase the costs of projects for our clients or, or eliminate some or all government funding for a project, which, in some cases, could prevent a project from going forward, thereby potentially reducing the need for our services, which would in turn have a material adverse impact on our business, financial condition and results of operations.
RewordedRisk Factors
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.
RewordedRisk Factors
Additionally, any contractual arrangements between us and the Separated Business will be on an arm's length basis rather than intercompany arrangements, and therefore may be on less favorable terms than the prior intercompany arrangements from which we previously benefited, to us, may not efficiently mitigate dis-synergies arising from the Separation Transaction, and may be inadequate to provide for the ongoing operation and growth of our business, preserve continuity for clients, deliver key capabilities or otherwise provide for continued cooperation in relevant business areas.
RewordedRisk Factors
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.
Quiet changesRisk Factors
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, could decrease, which may have a material adverse impact on our business, financial condition and results of operations.
Quiet changesRisk Factors
AddedMD&A
Loss on extinguishment of debt was $20.5 million in fiscal 2025, which includes discounts and expenses associated with the Equity-for-Debt Transaction executed on March 13, 2025, where the Company exchanged shares of our investment in Amentum Holdings, Inc. for a principal amount of term loans under the 2021 Term Loan Facility, which term loans were immediately extinguished. See Note 9- Borrowings and Note 14- Discontinued Operations.
AddedMD&A
Net earnings attributable to noncontrolling interests from continuing operations for the year ended September 26, 2025 were $3.4 million, as compared to $18.0 million for the corresponding period last year. The change in noncontrolling interest for fiscal year 2025 primarily resulted from the impact of an unfavorable interim ruling against a consolidated joint venture in which the Company holds a 50% interest, in connection with a long running project, upon which the Company recorded a reserve against related accounts receivable (the “Consolidated JV Matter”) during the second fiscal quarter of 2025.
AddedMD&A
Note: Certain amounts have been reclassified to conform to the current year presentation.
AddedMD&A
(1) I&AF revenue and operating profit for the year ended September 26, 2025 were impacted by a reserve in connection with an unfavorable interim ruling against a consolidated joint venture in which the Company holds a 50% interest (the "Consolidated JV Matter"), with the noncontrolling partner’s share included in noncontrolling interests in the Consolidated Statements of Earnings for the respective period.
AddedMD&A
The increase in backlog in PA Consulting was primarily driven by organic year-over-year growth of the business including securing larger programs of work.
AddedMD&A
On March 27, 2025, the Company, as guarantor, and JEGI, as borrower, entered into a term loan agreement (the “2025 Term Loan Facility”) with Bank of America, N.A., as administrative agent and sole lead arranger, and the lenders party thereto. Under the 2025 Term Loan Facility, JEGI borrowed a $200.0 million term loan and £410.0 million term loan for a term of two-years from the date of initial funding, maturing on March 26, 2027. The proceeds from the 2025 Term Loan Facility were used to repay the outstanding 2021 Term Loan Facility principal equal to $120.0 million and £410.2 million, or $531.6 million, and was otherwise used for general corporate purposes. See Note 9- Borrowings.
AddedMD&A
Long-term debt as of September 26, 2025 increased by $887.9 million compared to September 27, 2024 primarily due to the Company entering into the 2025 Term Loan Facility for a combined amount of $750.3 million (see Note 9- Borrowings), and an increased draw on the revolving credit facility of $255.0 million to fund share buybacks and dividends, partly offset by the termination of the 2021 Term Loan - USD portion.
AddedMD&A
Short-term debt as of September 26, 2025 decreased by $875.8 million compared to September 27, 2024 primarily due to the Equity-for-Debt Transaction, pursuant to which the company extinguished $311.5 million under the GBP 2021 Term Loan, in exchange for its approximately 19.5 million shares in Amentum, and the entry to the 2025 Term Loan Facility, the proceeds of which were used to extinguish the remaining $531.6 million under the GBP 2021 term loan contract. For more information please refer to Note- 9 Borrowings and Note 14- Discontinued Operations for additional details.
AddedMD&A
In connection with the Post-Closing Additional Merger Consideration relating to the Separation Transaction, the Company became entitled to receive approximately 7.3 million Amentum shares from the 9.7 million shares held in escrow. On April 30, 2025, the Jacobs' Board of Directors determined to distribute the 7.3 million shares of Amentum's stock and declared an in kind dividend payable to Jacobs' shareholders of record as of May 16, 2025 which was distributed on a pro rata basis on May 30, 2025. Please refer to Note 14- Discontinued Operations for additional details.
AddedMD&A
On April 10, 2025, the Company collected $70.0 million in receivables related to the final settlement of the post-closing working capital adjustment from the distribution of the SpinCo Business. The cash was utilized to pay down amounts owed under the Company's Revolving Credit Facility on the same day. Please refer to Note 14- Discontinued Operations for additional details.
AddedMD&A
Certain employees and nonemployees of PA Consulting are eligible to receive equity-based incentive grants since the March 2, 2021 original investment date. As of September 26, 2025, there was approximately $142.1 million of total unrecognized compensation cost related to the remaining 60% of fair value of such grants anticipated to vest upon a liquidity event, as defined in the applicable agreements. This cost is expected to be recognized in Selling, general and administrative expenses when such a liquidity event is considered probable, which could occur in 2026. Please refer to Note 15- PA Consulting Redeemable Noncontrolling Interests for additional details.
AddedMD&A
ASU 2025-05, Financial Instruments—Credit Losses, (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, provides all entities with a practical expedient option when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The amendments in this update are effective for annual reporting periods beginning after December 15, 2025, including interim periods within those annual periods, with early adoption permitted. ASU 2025-05 will be effective for the Company in first quarter of fiscal 2027. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
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Interest income 35,804 34,454 24,975 4,301 Interest expense (145,788) (169,058) (168,085) (100,187) Loss on extinguishment of debt (20,510) — — Miscellaneous income (expense), (expense) income, net (189,663) 219,454 (12,399) 33,499 Total other income (expense), (expense) income, net (320,157) 84,850 (155,509) (62,387) Earnings from Continuing Operations Before Taxes 543,477 777,286 520,975 477,497 Income Tax Expense for Continuing Operations (215,555) (131,493) (101,336) (66,328) Net Earnings of the Group from Continuing Operations 327,922 645,793 419,639 411,169 Net (Loss) Earnings of the Group from Discontinued Operations, net of tax (23,966) 206,850 300,017 304,243 Net Earnings of the Group 303,956 852,643 719,656 715,412 Net Earnings Attributable to Noncontrolling Interests from Continuing Operations (3,443) (17,990) (18,900) (22,420) Net Earnings Attributable to Redeemable Noncontrolling Interests (11,177) (14,999) (21,614) (34,585) Net Earnings Attributable to Jacobs from Continuing Operations 313,302 612,804 379,125 354,164 Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations — (13,561) (13,365) (14,368) Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations (23,966) 193,289 286,652 289,875 Net Earnings Attributable to Jacobs $ 289,336 $ 806,093 $ 665,777 $ 644,039 Net Earnings Per Share:
RewordedMD&A
Net (loss) earnings attributable to Jacobs from discontinued operations for fiscal 2023 2025 were $286.7 $(24.0) million (or $2.25 $(0.20) per diluted share), a decrease of $3.2 $217.3 million, or 1.1%, 112.4%, from $289.9 $193.3 million (or $2.24 $1.54 per diluted share) for in the corresponding prior year, primarily driven by prior year period. 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.
RewordedMD&A
(3) The year ended September 27, 2024 26, 2025 included $186.9 $227.3 million in mark-to-market gains losses and other related charges associated with our investment in Amentum stock in connection with the Separation Transaction and a $35.2 Transaction, as well as $40.5 million realized gain on interest rate swaps settled during in income associated with the fourth quarter of fiscal 2024. Company's TSA with Amentum (see Note 14- Discontinued Operations).
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(2) The years year ended September 27, 2024, and September 29, 2023 include $163.4 million and included $61.1 million respectively, in restructuring and other charges (mainly related to the Separation Transaction (primarily professional services and employee separation costs) primarily related to the Separation Transaction and $6.4 million and $14.3 million respectively, million, in restructuring and other charges relating related to the Company's investment in PA Consulting (primarily employee separation costs). costs), as well as certain subsidiary level compensation based agreements.
RewordedMD&A
We believe we have adequate liquidity and capital resources to fund our projected cash requirements for our operations, investing activities acquisitions, including acquisitions, if any, any potential transaction relating to PA Consulting, and financing activities such as debt servicing, share buybacks and dividends, dividends for the next twelve months. months based on the liquidity provided by our cash and cash equivalents on hand, our borrowing capacity and our continuing cash from operations.
RewordedMD&A
Our net cash used for financing activities for the fiscal year ended 2024 September 26, 2025 of $751.6 $525.2 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 $754.1 million in share repurchases and $153.0 million in cash dividends to shareholders.
RewordedMD&A
Net earnings attributable to the Company from continuing operations for fiscal 2024 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), an increase of $233.7 million, or 61.6%, from $379.1 million (or $3.05 per diluted share) for the prior year.
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The year over year changes were primarily due to lower an increase in the Company's noncontrolling share of expense associated with equity-based incentive grants as discussed in Note 15- PA Consulting Redeemable Noncontrolling Interests, partly offset by favorable underlying net earnings results in our PA Consulting investment compared to the prior year periods. period.
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Gross profit for the year ended September 27, 2024 26, 2025 was $2.83 $2.98 billion, up $121.9 an increase of $152.2 million, or 4.5%, 5.4%, from $2.71 $2.83 billion for the prior year. year, with gross profit margins of 24.8% and 24.6% for the respective periods.
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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 after excluding the permanent book-tax difference for the mark-to-market and other related transactions associated with our investment in Amentum stock.
Quiet changesMD&A
ASU 2023-07 will be was effective for the Company's annual fiscal 2025 period.