Second Quarter Revenue up 4.7% Year-Over-Year People and Places Solutions (P&PS) Revenue up 7.5% Year-Over-Year Operating Profit down 3% Year-Over-Year, Adjusted Operating Profit up 10%1 Repurchased $95M in Shares During the Second Quarter Narrows Fiscal 2024 Adjusted EBITDA and Adjusted EPS Range DALLAS, May 7, 2024 /PRNewswire/ -- Jacobs Solutions Inc. (NYSE: J) today announced its financial results for the fiscal second quarter ended March 29, 2024. Q2 2024 Highlights: Revenue of $4.3 billion up 4.7% y/y; adjusted net revenue1 increased 2.9% y/y Record P&PS operating margin of 10.6%, and record adjusted operating margin of 15.3%1 Backlog1 of $29.4 billion, up 1.5% y/y; gross profit in backlog1 up 3.7% y/y EPS of $1.29, down 24% y/y; adjusted EPS from continuing operations1 of $1.91, down 7% y/y, each driven by a $0.32 per share discrete tax benefit in prior period Six month ended March 29, 2024, cash flow from operations of $376 million; continue to expect greater than 100% fiscal year reported free cash flow conversion1 Jacobs' CEO Bob Pragada commented, "I am pleased to report a solid performance in Q2, bolstered once again by People & Places Solutions, which posted another outstanding quarter with 7% year-over-year gross profit in backlog growth. We continue to diligently execute on our commitments in relation to the separation of our CMS and Cyber & Intelligence business. Our continued success is a testament to the dedication of our talented team who continue to drive world-class performance from a foundation of a strong culture coupled with our deep relationships across key market sectors. I am delighted by our level of strategic execution. As we move into the second half of our fiscal year, we remain focused on streamlining our business with a keen focus on cost optimization, driving sustainable growth and creating value for our shareholders, clients and communities." Jacobs' Interim CFO Kevin Berryman stated, "Our team's dedication continues to exceed both our strategic and financial goals, leading to another strong quarter. We are steadfast in our commitment to providing high-value solutions with improved margins, supported by our continued emphasis on operational excellence and execution. We repurchased $95 million in shares and remain committed to our return of capital targets while maintaining an investment grade credit profile. Including our Q2 cash flow, we are pleased to announce that our reported free cash flow conversion1 for the first half of the year remained approximately 100%." Financial Outlook2 The Company has narrowed its outlook for fiscal 2024 adjusted EBITDA to a range of $1,540M to $1,585M and adjusted EPS of $7.80 to $8.10, up 9% and 10% year-over-year at the midpoints, respectively. Update on Planned Separation Transaction On November 20, 2023, Jacobs announced that it had entered into a definitive agreement to separate and combine its CMS and portions of the Divergent Solutions businesses (the "Separated Businesses") with Amentum in a tax-efficient Reverse Morris Trust transaction. Until closing, the Separated Businesses will operate as business units of Jacobs and financial results for the businesses will be reported in continuing operations. Closing of the transaction is subject to various customary closing conditions. The Company has made strong progress towards the separation. During the second quarter, the Company announced the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, had expired. The Company has now also received all other approvals and clearances under competition and foreign direct investment laws which were conditions to the consummation of the separation transaction. Currently, the Company expects to fulfill the remaining closing conditions, and the transaction to close, in the second half of the fourth quarter of fiscal year 2024. 1 See "Non-GAAP Financial Measures and Operating Metrics" and the GAAP Reconciliation tables that follow for additional detail.  2 Reconciliation of fiscal 2024 adjusted EBITDA,  adjusted EPS and expectations for fiscal year 2024 reported free cash flow conversion to the most directly comparable GAAP measure is not available without unreasonable efforts because the Company cannot predict with sufficient certainty all the components required to provide such reconciliation, including with respect to the costs and charges relating to transaction expenses, restructuring and integration to be incurred in fiscal 2024. The Company's forecasts assume full year contribution from the Separated Businesses. Second Quarter Review (in thousands, except per-share data) Fiscal Q2 2024 Fiscal Q2 2023 Change Revenue $4,269,093 $4,078,332 $190,761 Adjusted Net Revenue1 $3,476,110 $3,376,878 $99,232 GAAP Net Earnings from Continuing Operations $162,880 $216,587 $(53,707) GAAP Earnings Per Diluted Share (EPS) from Continuing Operations $1.29 $1.70 ($0.41) Adjusted Net Earnings from Continuing Operations1,3 $240,932 $262,237 $(21,305) Adjusted EPS from Continuing Operations1,3 $1.91 $2.06 ($0.15) The Company's adjusted net earnings from continuing operations and adjusted EPS from continuing operations for the second quarter of fiscal 2024 and fiscal 2023 exclude certain adjustments that are further described in the section entitled "Non-GAAP Financial Measures" at the end of this release. For a reconciliation of Revenue to Adjusted Net Revenue, see "Segment Information", below. The Company's U.S. GAAP effective tax rate for continuing operations is 27.9% for the fiscal second quarter 2024, and fiscal second quarter 2024 adjusted earnings per share from continuing operations reflects an adjusted effective tax rate of 26.3%. The Company's U.S. GAAP effective tax rate for continuing operations was 7.6% for the fiscal second quarter 2023, and fiscal second quarter 2023 adjusted effective tax rate for continuing operations was 11.0%. Jacobs is hosting a conference call at 10:00 A.M. ET on Tuesday May 7, 2024, which it is webcasting live at www.jacobs.com. 3 Beginning with our fiscal first quarter in 2024, the Company has revised its presentation of adjusted net earnings from continuing operations and adjusted EPS from continuing operations to no longer apply an adjustment which previously resulted in the application of the expected annual effective tax rate to all quarterly periods. Prior comparable periods are also being presented on this basis. Forward-Looking Statements Certain statements contained in this press release constitute 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 our expectations as to our future growth, prospects, financial outlook and business strategy, including our expectations for our fiscal year 2024 adjusted EBITDA, adjusted EPS, and free cash flow conversion, as well as our expectations for margin expansion, and our fiscal year 2024 effective tax rates, 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 uncertainties as to the structure and timing of the proposed transaction to spin off and merge the Separated Businesses with Amentum (together the "Combined Company") in a proposed transaction that is intended to be tax-free to stockholders for U.S. federal income tax purposes (hereinafter referred to as the "Separation Transaction"), the impact of the Separation Transaction on Jacobs' and the Combined Company's businesses if the transaction is completed, including a possible impact on Jacobs' credit profile, and a possible decrease in the trading price of Jacobs' and/or the Combined Company's shares, the possibility that the Separation Transaction, if completed, may not qualify for the expected tax treatment, the ability to obtain all required regulatory approvals, the possibility that closing conditions for the Separation Transaction may not be satisfied or waived, on a timely basis or otherwise, the risk that any consents or approvals required in connection with the Separation Transaction may not be received, the risk that the Separation Transaction may not be completed on the terms or in the time-frame expected by the parties, uncertainties as to our and our stockholders' respective ownership percentages of the combined company and the value to be derived from the disposition of Jacobs' stake in the combined company, unexpected costs, charges or expenses resulting from the Separation Transaction, business and management strategies and the growth expectations of the Combined Company, the inability of Jacobs and the Combined Company to retain and hire key personnel, customers or suppliers while the Separation Transaction is pending or after it is completed, and the ability of the Company to eliminate all stranded costs, as well as other factors related to our business, such as our ability to fully execute on our three-year corporate strategy, including our ability to invest in the tools needed to implement our strategy, competition from existing and future competitors in our target markets, 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, the impact of acquisitions, strategic alliances, divestitures, and other strategic events resulting from evolving business strategies, including on the Company's ability to maintain its culture and retain key personnel, the impact of any pandemic, and any resulting economic downturn on our results, prospects and opportunities, measures or restrictions imposed by governments and health officials in response to the pandemic, the timing of the award of projects and funding and potential changes to the amounts provided for under the Infrastructure Investment and Jobs Act, as well as other legislation related to governmental spending, any changes in U.S. or foreign tax laws, statutes, rules, regulations or ordinances that may adversely impact our future financial positions or results of operations, financial market risks that may affect the Company, including by affecting the Company's access to capital, the cost of such capital and/or the Company's funding obligations under defined benefit pension and postretirement plans, as well as general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates, and foreign currency exchange rates, changes in capital markets, instability in the banking industry, or the impact of a possible recession or economic downturn on our results, prospects and opportunities, and geopolitical events and conflicts among others. The impact of such matters includes, but is not limited to, the possible reduction in demand for certain of our product solutions and services and the delay or abandonment of ongoing or anticipated projects due to the financial condition of our clients and suppliers or to governmental budget constraints or changes to governmental budgetary priorities; the inability of our clients to meet their payment obligations in a timely manner or at all; potential issues and risks related to a significant portion of our employees working remotely; illness, travel restrictions and other workforce disruptions that have and could continue to negatively affect our supply chain and our ability to timely and satisfactorily complete our clients' projects; difficulties associated with retaining and hiring additional employees; and the inability of governments in certain of the countries in which we operate to effectively mitigate the financial or other impacts of any future pandemics or infectious disease outbreaks on their economies and workforces and our operations therein. The foregoing factors and potential future developments are inherently uncertain, unpredictable and, in many cases, beyond our control. For a description of these and additional factors that may occur that could cause actual results to differ from our forward-looking statements see our Annual Report on Form 10-K for the year ended September 29, 2023, and in particular the discussions contained therein under Item 1 - Business; Item 1A - Risk Factors; Item 3 - Legal Proceedings; and Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item 1A - Risk Factors, in our most recently filed Quarterly Report on Form 10-Q, as well as the Company's other filings with the U.S. Securities and Exchange Commission. The Company is not under any duty to update any of the forward-looking statements after the date of this press release to conform to actual results, except as required by applicable law. About Jacobs  At Jacobs, we're challenging today to reinvent tomorrow by solving the world's most critical problems for thriving cities, resilient environments, mission-critical outcomes, operational advancement, scientific discovery and cutting-edge manufacturing, turning abstract ideas into realities that transform the world for good. With approximately $16 billion in annual revenue and a talent force of more than 60,000, Jacobs provides a full spectrum of professional services including consulting, technical, scientific and project delivery for the government and private sectors. Visit jacobs.com and connect with Jacobs on LinkedIn, X, Facebook and Instagram. Financial Highlights:                Results of Operations (in thousands, except per-share data): For the Three Months Ended For the Six Months Ended Unaudited March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023 Revenues $     4,269,093 $     4,078,332 $     8,428,318 $     7,877,001 Direct cost of contracts (3,364,478) (3,188,038) (6,673,165) (6,171,994) Gross profit 904,615 890,294 1,755,153 1,705,007 Selling, general and administrative expenses (623,627) (600,431) (1,270,101) (1,177,339) Operating Profit 280,988 289,863 485,052 527,668 Other Income (Expense): Interest income 9,405 7,630 17,639 10,637 Interest expense (44,232) (40,613) (87,584) (80,690) Miscellaneous expense, net (4,576) (4,567) (7,771) (7,820) Total other expense, net (39,403) (37,550) (77,716) (77,873) Earnings from Continuing Operations Before Taxes 241,585 252,313 407,336 449,795 Income Tax expense from Continuing Operations (67,283) (19,060) (51,005) (69,163) Net Earnings of the Group from Continuing Operations 174,302 233,253 356,331 380,632 Net Loss of the Group from Discontinued Operations (768) (75) (1,342) (783) Net Earnings of the Group 173,534 233,178 354,989 379,849 Net Earnings Attributable to Noncontrolling Interests from Continuing Operations (7,340) (7,803) (14,567) (14,834) Net Earnings Attributable to Redeemable Noncontrolling interests (4,082) (8,863) (6,700) (12,855) Net Earnings Attributable to Jacobs from Continuing Operations 162,880 216,587 335,064 352,943 Net Earnings Attributable to Jacobs $       162,112 $       216,512 $       333,722 $       352,160 Net Earnings Per Share: Basic Net Earnings from Continuing Operations Per Share $            1.30 $            1.71 $            2.68 $            2.78 Basic Net Loss from Discontinued Operations Per Share $           (0.01) $              — $           (0.01) $           (0.01) Basic Earnings Per Share $            1.29 $            1.71 $            2.66 $            2.78 Diluted Net Earnings from Continuing Operations Per Share $            1.29 $            1.70 $            2.66 $            2.77 Diluted Net Loss from Discontinued Operations Per Share $           (0.01) $              — $           (0.01) $           (0.01) Diluted Earnings Per Share $            1.28 $            1.70 $            2.65 $            2.76   Segment Information (in thousands): Three Months Ended Six Months Ended Unaudited March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023 Revenues from External Customers: Critical Mission Solutions $     1,229,226 $     1,191,056 $     2,357,829 $     2,266,231 People & Places Solutions 2,521,860 2,345,065 4,992,301 4,572,050 Pass Through Revenue (767,238) (684,065) (1,593,718) (1,394,223) People & Places Solutions Adjusted Net Revenue $     1,754,622 $     1,661,000 $     3,398,583 $     3,177,827 Divergent Solutions $        224,040 $        241,224 $        478,220 $        455,690 Pass Through Revenue (25,745) (17,389) (69,653) (31,103) Divergent Solutions Adjusted Net Revenue $        198,295 $        223,835 $        408,567 $        424,587 PA Consulting $        293,967 $        300,987 $        599,968 $        583,030 Total Revenue $     4,269,093 $     4,078,332 $     8,428,318 $     7,877,001 Adjusted Net Revenue $     3,476,110 $     3,376,878 $     6,764,947 $     6,451,675 Three Months Ended Six Months Ended March 29, 2024 March 31, 2023 March 29, 2024 March 31, 2023 Segment Operating Profit: Critical Mission Solutions $        103,649 $         93,943 $        197,056 $        176,163 People & Places Solutions 267,765 232,205 492,763 458,825 Divergent Solutions (1) 18,973 24,861 26,556 36,828 PA Consulting 60,169 65,631 114,624 116,658 Total Segment Operating Profit 450,556 416,640 830,999 788,474 Other ...