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Discontinued Operations | 6 Months Ended
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Mar. 28, 2025
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations | Discontinued Operations Separation of Critical Mission Solutions (“CMS”) and Cyber & Intelligence (“C&I”) Businesses On September 27, 2024, Jacobs completed the previously announced Reverse Morris Trust transaction pursuant to which (i) Jacobs first transferred its CMS and portions of its DVS business to Amazon Holdco Inc., a Delaware corporation ("SpinCo"), which has since been renamed Amentum Holdings, Inc., (ii) Jacobs then effectuated a spin-off of SpinCo by distributing 124,084,108 shares of SpinCo Common Stock, by way of a pro rata distribution to its shareholders such that each holder of shares of Jacobs Common Stock was entitled to receive one share of SpinCo Common Stock for each share of Jacobs common stock held as of the record date, September 23, 2024 (the "Distribution"), and (iii) finally, Amentum Parent Holdings LLC merged with and into SpinCo, with SpinCo surviving the merger (the "Merger"). Amentum Holdings, Inc., as the surviving entity of the Separation Transaction is now an independent public company with common stock listed on the New York Stock Exchange under the symbol “AMTM” (“Amentum”). In connection and in accordance with the terms of the Separation Transaction and prior to the Distribution and the Merger, Jacobs received a cash payment from SpinCo of approximately $911 million, after adjustments based on the estimated levels of cash, debt and working capital in the SpinCo Business as of the transaction date, and recorded estimated additional net working capital receivable amounts reflected in Receivables and Contract Assets in the Company's September 27, 2024 Consolidated Balance Sheet, subject to final settlement between the parties after the closing of the transaction and as set forth in the Agreement and Plan of Merger, dated as of November 20, 2023 (as amended, the “Merger Agreement"). Subsequent to the closing and upon final determination in March 2025, the parties determined that the Company was entitled to $70 million in final settlement of the post-closing working capital adjustment, resulting in a $24 million reduction from preliminary recorded receivable amounts, which was charged to Retained Earnings in the Company's Consolidated Balance Sheet. The $70 million final receivable balance was collected in 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):
| Three Months Ended |  | Six Months Ended
| March 28, 2025 |  | March 29, 2024 |  | March 28, 2025 |  | March 29, 2024
Revenues | $ | (67) |  |  | $ | 1,421,914 |  |  | $ | (3) |  |  | $ | 2,770,912 |
Direct cost of contracts | 58 |  |  | (1,229,261) |  |  | (3) |  |  | (2,392,450) |
Gross (loss) profit | (9) |  |  | 192,653 |  |  | (6) |  |  | 378,462 |
Selling, general and administrative expense (1) | (5,683) |  |  | (94,908) |  |  | (7,031) |  |  | (218,653) |
Operating (Loss) Profit | (5,692) |  |  | 97,745 |  |  | (7,037) |  |  | 159,809 |
Other income, net | — |  |  | (167) |  |  | — |  |  | 314 |
(Loss) Earnings Before Taxes from Discontinued Operations | (5,692) |  |  | 97,578 |  |  | (7,037) |  |  | 160,123 |
Income Tax Benefit (Expense) | 132 |  |  | (23,919) |  |  | 475 |  |  | (39,251) |
Net (Loss) Earnings of the Group from Discontinued Operations | (5,560) |  |  | 73,659 |  |  | (6,562) |  |  | 120,872 |
Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations | — |  |  | (3,013) |  |  | — |  |  | (6,388) |
Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations | $ | (5,560) |  |  | $ | 70,646 |  |  | $ | (6,562) |  |  | $ | 114,484 |
(1)The change year-over-year was primarily driven by prior year operating results of the SpinCo Business, which were divested and therefore are no longer in Company's financial results in fiscal year 2025. Notable components included in our Consolidated Statements of Cash Flows for these discontinued operations are as follows (in thousands):
| Three Months Ended |  | For the Six Months Ended
| March 28, 2025 |  | March 29, 2024 |  | March 28, 2025 |  | March 29, 2024
Depreciation and amortization: |  |  |  |  |  |  |
Property, equipment and improvements | $ | — |  |  | $ | 4,316 |  |  | $ | — |  |  | $ | 7,791 |
Intangible assets | $ | — |  |  | $ | 14,168 |  |  | $ | — |  |  | $ | 28,356 |
Deferred income taxes | $ | — |  |  | $ | (1,331) |  |  | $ | — |  |  | $ | (7,537) |
Additions to property and equipment | $ | — |  |  | $ | (3,330) |  |  | $ | — |  |  | $ | (5,670) |
No assets and liabilities remain held for spin as of the September 27, 2024 balance sheet date. Investment in Amentum Stock As a result of the Separation Transaction on September 27, 2024, Jacobs held approximately 29.2 million of the outstanding shares of Amentum common stock initially recorded on a net book value basis under spin-off accounting rules. Following the Merger and in accordance with the Escrow Agreement, Jacobs transferred approximately 10.9 million of the 29.2 million of Amentum shares held into escrow to be held and distributed between the parties based on terms and conditions set forth in the Merger Agreement. The entire 29.2 million shares of Amentum, consisting of both the 10.9 million in escrow shares and the remaining 18.3 million shares owned by Jacobs was reflected in the Company’s September 27, 2024 Consolidated Balance Sheet pending final settlement of the escrow shares at a recorded fair value of $749.5 million. In February 2025, in connection with the determination of SpinCo’s fiscal year 2024 performance against certain agreed upon milestones and ensuing escrow share settlement proceedings (the “Post-Closing Additional Merger Consideration Adjustment”), the parties agreed that Jacobs was entitled to receive at least an additional 1.2 million shares held in escrow, which were then released to Jacobs. Subsequently, on March 13, 2025, Jacobs completed the Equity-for-Debt Transaction (see Note 12- Borrowings for additional information). After giving effect to the above transactions, the Company's remaining investment in Amentum represented the 9.7 million shares remaining in escrow at a fair value of $175.9 million reported on the Company's March 28, 2025 Consolidated Balance Sheet. Further, on April 9, 2025, the parties agreed to a final determination of the Post-Closing Additional Merger Consideration Adjustment, pursuant to which Jacobs became entitled to receive approximately 7.3 million Amentum shares from the 9.7 million shares held in escrow, and former equity sponsors became entitled to receive the remainder of approximately 2.4 million shares. These amounts were subsequently released to the respective parties. The finalization of the shares deemed owed to the former Amentum equity sponsors resulted in approximately $21.9 million in charges to Miscellaneous Expense in the Company's three months ended March 28, 2025 Consolidated Statement of Earnings and a corresponding final liability balance of $44.0 million for the fair value of the shares owed to the former Amentum equity sponsors included in Accrued Liabilities as reported on the Company's March 28, 2025 Consolidated Balance Sheet. Finally, on April 30th, 2025, the Jacobs Board of Directors declared an in kind dividend to distribute the remaining 7.3 million shares of Amentum's stock to Jacobs’ shareholders of record as of May 16, 2025, to be distributed on a pro rata basis on May 30, 2025. The Company reported $109.5 million and $254.7 million in fair value mark-to-market and other related charges associated with the investment in Amentum shares for the three and six month periods ending March 28, 2025, respectively, which was included in Miscellaneous Expense as reported in Other Income (Expense) in the Company’s Consolidated Statement of Earnings. Transition Services Agreement Upon closing of the Separation Transaction, the Company entered into a Transition Services Agreement (the "TSA") with Amentum pursuant to which the Company, on an interim basis, will provide various services to Amentum including corporate, information technology, and project services. The initial term of the TSA began immediately following the closing of the transaction on September 27, 2024 and expires in September 2025. Pursuant to the terms of the TSA, the Company will receive payments for the interim services. Since inception of the TSA agreement, the Company has recognized costs recorded in SG&A expense incurred to perform the TSA, offset by $10.3 million and $21.7 million in TSA related income for such services that is reported in miscellaneous income (expense) for the three and six month periods ended March 28, 2025. Sale of Energy, Chemicals and Resources ("ECR") Business On April 26, 2019, Jacobs completed the sale of its Energy, Chemicals and Resources ("ECR") business to Worley Limited, a company incorporated in Australia ("Worley"), for a purchase price of $3.4 billion consisting of (i) $2.8 billion in cash plus (ii) $58.2 million ordinary shares of Worley, subject to adjustments for changes in working capital and certain other items. For the three and six months ended March 29, 2024, $(0.8) million and $(1.3) million, respectively, were reported in Net Earnings Attributable to Jacobs from Discontinued Operations on the Consolidated Statement of Earnings related to ECR, with no significant activities during the fiscal 2025 periods presented.

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent + Details
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