EX-99.1 2 jfy2022q2earningsrelease.htm EX-99.1 Document

Exhibit 99.1

image.jpg

1999 Bryan Street, Suite 1200
Dallas, Texas 75201
1.214.583.8500

Press Release
FOR IMMEDIATE RELEASEMay 3, 2022



Jacobs Reports Fiscal Second Quarter 2022 Earnings

Q2 Year-Over-Year Revenue Growth Across All Lines of Business
Strong Bookings Driving Revenue Backlog up 9% Year-Over-Year with Improving Profitability
PA Consulting Revenue up Double-Digits with 23% Operating Profit Margin
Reiterates Multi-Year Growth Targets, Driven by Alignment to Multiple Secular Growth Trends
Reinforces Full-Year Adjusted Cash Conversion Expectations

DALLAS, TEXAS - Jacobs Engineering Group Inc. (NYSE: J) today announced its financial results for the fiscal second quarter ended April 1, 2022.
Q2 2022 Highlights:
▪Revenue of $3.8 billion up 8.1% year-over-year and net revenue increased 10.1% year-over-year
▪Backlog increased $2.2 billion to $27.8 billion, up 8.7% year-over-year
▪EPS from continuing operations of $0.68, primarily reflecting a charge of $0.63 for the final settlement of the Legacy CH2M Matter and associated legal fees incurred during the quarter
▪Adjusted EPS from continuing operations of $1.72, up 4% year-over-year
▪Cash flow from operations of $125 million; on track to achieve FY22 adjusted cash conversion target, excluding the Legacy CH2M Matter settlement outflow
▪Updates fiscal 2022 adjusted EBITDA and adjusted EPS outlook, with mid-point of range unchanged1
2



Jacobs' Chair and CEO Steve Demetriou commented, "We are seeing accelerating demand across all end markets, with incremental opportunities to scale in the areas of Climate Response, Consulting & Advisory and Data Solutions. These compelling opportunities are reflected in our results with strong bookings performance during the first half of the fiscal year and 9% backlog growth in the second quarter, which positions us well for the remainder of fiscal 2022." Demetriou continued, "Executing on our new strategy begins with our people, by unleashing a culture that combines inclusion, innovation and inspiration to enable the delivery of cutting-edge solutions for our clients.”

Jacobs' President and CFO Kevin Berryman added, "This quarter we delivered year-over-year revenue growth across all lines of business and witnessed another double-digit organic growth quarter for PA Consulting. We expect further strong performance in the second half of the fiscal year with cash flow from operations on track to achieve our adjusted cash flow conversion to adjusted net income expectations. Given our strong growth expectations for the business, to date we have repurchased $135 million of shares since the beginning of March."

In the quarter Jacobs launched their updated Climate Action Plan to align their net zero commitments with the new, international standard, and were recognized as one of the world’s first companies to have validated net zero targets approved by the Science Based Targets Initiative.

Financial Outlook1
The company now expects fiscal 2022 adjusted EBITDA of $1,385 million to $1,435 from $1,370 million to $1,450 million and adjusted EPS of $6.95 to $7.35 from $6.85 to $7.45.

Jacobs is aligned to multiple secular growth drivers across ESG, Infrastructure & Supply Chain Modernization, Data Solutions, and National Security, which positions the company to achieve their three-year financial targets communicated during the recent strategy launch.




1Reconciliation of the adjusted EPS outlook and adjusted EBITDA outlook for the full fiscal 2022 year and beyond 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 2022 and beyond.


3

Second Quarter Review
Fiscal Q2 2022
Fiscal Q2 2021
Change
Revenue$3.8 billion$3.5 billion$0.3 billion
Net Revenue$3.3 billion$3.0 billion$0.3 billion
GAAP Net Earnings from Continuing Operations$89 million$0 million$89 million
GAAP Earnings Per Diluted Share (EPS) from Continuing Operations$0.68$0.00$0.68
Adjusted Net Earnings from Continuing Operations$223 million$218 million$5 million
Adjusted EPS from Continuing Operations$1.72$1.66$0.06
The Company’s adjusted net earnings from continuing operations and adjusted EPS from continuing operations for the second quarter of fiscal 2022 and fiscal 2021 exclude the adjustments set forth in the table below. For additional information regarding these adjustments and a reconciliation of adjusted net earnings and adjusted EPS to net earnings and EPS, respectively, as well as a reconciliation of net revenue to revenue, refer to the section entitled “Non-GAAP Financial Measures” at the end of this release.
Fiscal Q2 2022Fiscal Q2 2021
GAAP Net Earnings from Continuing Operations and Diluted Earnings Per Share (EPS)
$89 million ($0.68 per share)
$0 million ($0.00 per share)
Adjustments to add back after-tax restructuring, transaction costs and other charges ($115.3 million and $327.0 million for the fiscal 2022 and 2021 periods, respectively before income taxes), comprised mainly of (i) a $91.3 million charge related to the final pre-tax settlement related to the Legacy CH2M Matter, net of previously recorded reserves in the fiscal 2022 period and (ii) $267 million in pre-tax post acquisition compensation costs associated with the PA transaction in the fiscal 2021 period.
$94 million ($0.72 per share)
$209 million ($1.59 per share)
Other adjustments are comprised mainly of:
 (a) add-back of amortization of intangible assets of $48.4 million and $30.6 million in the 2022 and 2021 periods, respectively,
 (b) the removal of $32.1 million in fair value adjustments related to our former investment holdings in Worley and C3.ai, Inc. ("C3") stock and certain foreign currency revaluations relating to the ECR sale of $34.1 million in the 2021 period,
 (c) the exclusion of impacts on the Company's effective tax rates associated with revised estimates on U.S. taxation of certain foreign earnings and certain tax return filing adjustments,
 (d) applicable redeemable noncontrolling interests impacts for the above adjustment items and
 (e) income tax expense adjustments for the above pre-tax adjustment items.
$41 million ($0.31 per share)
$10 million ($0.07 per share)
Adjusted Net Earnings from Continuing Operations and Adjusted EPS from Continuing Operations
$223 million ($1.72 per share)
$218 million ($1.66 per share)
(note: dollar amounts and earnings per share amounts may not add due to rounding)

The Company’s U.S. GAAP effective tax rate for continuing operations is 29.7% for the fiscal second quarter 2022 and fiscal second quarter 2022 adjusted earnings per share from continuing operations reflects an estimated full year 21.7% adjusted effective tax rate.

Jacobs is hosting a conference call at 10:00 A.M. ET on Tuesday May 3, 2022, which it is webcasting live at www.jacobs.com.
4

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 $14 billion in annual revenue and a talent force of approximately 55,000, 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, Twitter, Facebook and Instagram.




Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. Statements made in this press release that are not based on historical fact are forward-looking statements. When used herein, words such as “expects,” “anticipates,” “believes,” “seeks,” “estimates,” “plans,” “intends,” “future,” “will,” “would,” “could,” “can,” “may,” and similar words are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding our expectations as to our future growth, prospects, financial outlook and business strategy for fiscal 2022 or future fiscal years, including our expectations for our fiscal 2022 adjusted EBITDA, adjusted EPS and adjusted cash conversion. Although such statements are based on management's current estimates and/or expectations, and 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 our ability to execute on our newly-announced three-year corporate strategy, including our ability to invest in the tools needed to fully 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 and to successfully integrate acquired businesses while retaining key personnel, the impact of the COVID-19 pandemic, including the emergence and spread of variants of COVID-19, 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 under the Infrastructure Investment and Jobs Act as well as general economic conditions, including inflation, changes in interest rates, foreign currency exchange rates, changes in capital markets, 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 key employees or 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 the COVID-19 pandemic 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 the discussions contained 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 in our most recently filed Annual Report on Form 10-K, and the discussions contained under Part I, Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations; Part II, Item 1 - Legal Proceedings; 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 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.
[ MORE ]



Financial Highlights:
Results of Operations (in thousands, except per-share data):
For the Three Months EndedFor the Six Months Ended
UnauditedApril 1, 2022April 2, 2021April 1, 2022April 2, 2021
Revenues$3,834,059 $3,547,873 $7,214,684 $6,929,708 
Direct cost of contracts(2,963,649)(2,780,860)(5,547,800)(5,530,636)
Gross profit870,410 767,013 1,666,884 1,399,072 
Selling, general and administrative expenses(704,195)(808,125)(1,323,336)(1,226,246)
Operating Profit (Loss)166,215 (41,112)343,548 172,826 
Other Income (Expense):
Interest income381 608 1,882 1,732 
Interest expense(21,995)(15,464)(41,421)(32,777)
Miscellaneous income (expense), net10,681 (56,313)20,362 100,047 
Total other (expense) income, net(10,933)(71,169)(19,177)69,002 
Earnings (Loss) from Continuing Operations Before Taxes155,282 (112,281)324,371 241,828 
Income Tax (Expense) Benefit from Continuing Operations(46,166)20,772 (62,054)(66,250)
Net Earnings (Loss) of the Group from Continuing Operations109,116 (91,509)262,317 175,578 
Net (Loss) Earnings of the Group from Discontinued Operations(1)11,320 (233)11,305 
Net Earnings (Loss) of the Group109,115 (80,189)262,084 186,883 
Net Earnings Attributable to Noncontrolling Interests from Continuing Operations(10,261)(10,158)(19,514)(20,184)
Net (Earnings) Loss Attributable to Redeemable Noncontrolling interests(10,038)101,392 (19,721)101,392 
Net Earnings (Loss) Attributable to Jacobs from Continuing Operations88,817 (275)223,082 256,786 
Net Earnings Attributable to Jacobs$88,816 $11,045 $222,849 $268,091 
Net Earnings Per Share:
Basic Net Earnings from Continuing Operations Per Share$0.69 $— $1.72 $1.97 
Basic Net Earnings from Discontinued Operations Per Share$— $0.09 $— $0.09 
Basic Earnings Per Share$0.69 $0.08 $1.72 $2.06 
Diluted Net Earnings from Continuing Operations Per Share$0.68 $— $1.71 $1.96 
Diluted Net Earnings from Discontinued Operations Per Share$— $0.09 $— $0.09 
Diluted Earnings Per Share$0.68 $0.08 $1.71 $2.04 

7

Segment Information (in thousands):
Three Months EndedSix Months Ended
UnauditedApril 1, 2022April 2, 2021April 1, 2022April 2, 2021
Revenues from External Customers:
Critical Mission Solutions$1,366,313 $1,309,573 $2,528,818 $2,604,860 
People & Places Solutions2,170,356 2,139,990 4,098,502 4,226,538 
Pass Through Revenue
(563,668)(576,629)(1,036,048)(1,225,306)
People & Places Solutions Net Revenue$1,606,688 $1,563,361 $3,062,454 $3,001,232 
PA Consulting297,390 98,310 587,364 98,310 
Total Revenue$3,834,059 $3,547,873 $7,214,684 $6,929,708 
Net Revenue$3,270,391 $2,971,244 $6,178,636 $5,704,402 
Three Months EndedSix Months Ended
April 1, 2022April 2, 2021April 1, 2022April 2, 2021
Segment Operating Profit:
Critical Mission Solutions$113,241 $113,933 $224,737 $224,002 
People & Places Solutions191,144 202,030 382,837 398,330 
PA Consulting68,332 27,917 131,402 27,917 
Total Segment Operating Profit372,717 343,880 738,976 650,249 
Other Corporate Expenses (1)(89,232)(63,327)(194,592)(133,667)
Restructuring, Transaction and Other Charges (2)(117,270)(321,665)(200,836)(343,756)
Total U.S. GAAP Operating Profit (Loss)166,215 (41,112)343,548 172,826 
Total Other (Expense) Income, net (3)(10,933)(71,169)(19,177)69,002 
Earnings (Loss) from Continuing Operations Before Taxes$155,282 $(112,281)$324,371 $241,828 
(1)Other corporate expenses also include intangibles amortization of $48.4 million and $30.6 million for the three months ended April 1, 2022 and April 2, 2021, respectively, and $95.3 million and $53.8 million for the six months ended April 1, 2022 and April 2, 2021, respectively, with the increase mainly attributable to the PA Consulting investment.
(2)Included in the three and six months ended April 1, 2022 is $91.3 million related to the final pre-tax settlement of the Legacy CH2M Matter, net of previously recorded reserves and included in the six months ended April 1, 2022 are $74.6 million of real estate impairment charges related to the Company's transformation initiatives. Included in the three and six months ended April 2, 2021 are $296.1 million and $300.2 million, respectively, of costs incurred in connection with the investment in PA Consulting, in part classified as compensation costs.
(3)The six months ended April 1, 2022 include $3.5 million in income associated with final exit activities associated with our AWE ML investment and a gain of $7.1 million related to a lease termination. The three and six months ended April 2, 2021 include $29.7 million and $(63.5) million, respectively, in fair value adjustments related to our investment in Worley stock (net of Worley stock dividend) and certain foreign currency revaluations relating to the ECR sale and $34.1 million and $(48.6) million, respectively, in fair value adjustments related to our investment in C3 stock. The six months ended April 2, 2021 also includes $33.2 million related to impairment of our AWE ML investment. The investments in Worley and C3 were sold in fiscal 2021 and therefore there are no comparable amounts in the current quarter.




8

Balance Sheet (in thousands):
April 1, 2022October 1, 2021
Unaudited
ASSETS
Current Assets:
Cash and cash equivalents$1,235,422 $1,014,249 
Receivables and contract assets3,302,868 3,101,418 
Prepaid expenses and other152,989 176,228 
Total current assets4,691,279 4,291,895 
Property, Equipment and Improvements, net326,596 353,117 
Other Noncurrent Assets:
Goodwill7,492,015 7,197,000 
Intangibles, net1,553,283 1,565,758 
Deferred income tax assets68,376 103,193 
Operating lease right-of-use assets556,686 650,097 
Miscellaneous495,057 471,549 
Total other noncurrent assets10,165,417 9,987,597 
$15,183,292 $14,632,609 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt$52,911 $53,456 
Accounts payable921,372 908,441 
Accrued liabilities1,955,327 1,533,559 
Operating lease liability162,817 172,414 
Contract liabilities672,265 542,054 
Total current liabilities3,764,692 3,209,924 
Long-term Debt3,196,374 2,839,933 
Liabilities relating to defined benefit pension and retirement plans366,788 418,080 
Deferred income tax liabilities211,341 214,380 
Long-term operating lease liability688,604 758,358 
Other deferred liabilities163,988 559,375 
Commitments and Contingencies
Redeemable Noncontrolling interests669,527 657,722 
Stockholders’ Equity:
Capital stock:
Preferred stock, $1 par value, authorized - 1,000,000 shares; issued and outstanding - none
— — 
Common stock, $1 par value, authorized - 240,000,000 shares; issued and outstanding - 128,899,796 shares and 128,892,540 shares as of April 1, 2022 and October 1, 2021, respectively
128,900 128,893 
Additional paid-in capital2,667,256 2,590,012 
Retained earnings4,069,664 4,015,578 
Accumulated other comprehensive loss(788,374)(794,442)
Total Jacobs stockholders’ equity6,077,446 5,940,041 
Noncontrolling interests44,532 34,796 
Total Group stockholders’ equity6,121,978 5,974,837 
$15,183,292 $14,632,609 

9



Statement of Cash Flow (in thousands):
For the Three Months EndedFor the Six Months Ended
UnauditedApril 1, 2022April 2, 2021April 1, 2022April 2, 2021
Cash Flows from Operating Activities:
Net earnings (loss) attributable to the Group$109,115 $(80,189)$262,084 $186,883 
Adjustments to reconcile net earnings to net cash flows provided by operations:
Depreciation and amortization:
Property, equipment and improvements26,383 25,090 52,620 48,079 
Intangible assets48,431 30,598 95,338 53,753 
Gain on sale of ECR business— (15,608)— (15,608)
Loss (gain) on investment in equity securities— 75,925 — (114,443)
Stock based compensation18,147 15,136 25,161 26,977 
Equity in earnings of operating ventures, net of return on capital distributions531 5,194 13,280 6,353 
Loss on disposals of assets, net270 487 421 353 
Impairment of long-lived assets and equity method investment2,319 5,295 74,585 33,197 
Deferred income taxes (benefit)33,699 (11,945)16,040 41,063 
Changes in assets and liabilities, excluding the effects of businesses acquired: 
Receivables and contract assets, net of contract liabilities(197,416)40,292 (33,881)73,542 
Prepaid expenses and other current assets(16,370)(10,623)15,916 14,521 
Miscellaneous other assets42,583 59,837 67,201 76,401 
Accounts payable106,918 (88,765)18,448 (152,750)
Accrued liabilities(28,719)230,774 (119,982)99,198 
Other deferred liabilities(14,898)(38,981)(33,305)(22,490)
      Other, net(6,382)(4,902)(7,670)(4,797)
          Net cash provided by operating activities124,611 237,615 446,256 350,232 
Cash Flows from Investing Activities:
Additions to property and equipment(28,905)(28,287)(48,223)(45,053)
Disposals of property and equipment and other assets1,021 427 1,064 427 
Capital contributions to equity investees, net of return of capital distributions1,562 (763)1,082 (4,193)
Acquisitions of businesses, net of cash acquired(182,935)(1,568,050)(412,748)(1,741,062)
Disposal of investment in equity securities— 13,027 — 13,027 
Proceeds related to sales of businesses— 36,360 — 36,360 
          Net cash used for investing activities(209,257)(1,547,286)(458,825)(1,740,494)
Cash Flows from Financing Activities:
Net proceeds from borrowings155,726 1,687,359 387,113 1,782,357 
Debt issuance costs— (2,697)— (2,697)
Proceeds from issuances of common stock10,325 9,044 28,187 18,585 
Common stock repurchases(50,000)(148)(50,000)(24,949)
Taxes paid on vested restricted stock(172)(308)(28,398)(25,642)
Cash dividends to shareholders(29,749)(27,388)(57,247)(52,438)
Net contributions (dividends) associated with noncontrolling interests4,651 (18,773)(9,416)(29,442)
Repurchase of redeemable noncontrolling interests— — (35,095)— 
            Net cash provided by financing activities90,781 1,647,089 235,144 1,665,774 
Effect of Exchange Rate Changes(15,514)(7,575)(12,792)28,918 
Net (Decrease) Increase in Cash and Cash Equivalents and Restricted Cash(9,379)329,843 209,783 304,430 
Cash and Cash Equivalents, including Restricted Cash, at the Beginning of the Period1,245,737 837,012 1,026,575 862,424 
Cash and Cash Equivalents, including Restricted Cash, at the End of the Period$1,236,358 $1,166,855 $1,236,358 $1,166,854 
10


11


Backlog (in millions):
April 1, 2022April 2, 2021
Critical Mission Solutions$10,556 $9,779 
People & Places Solutions16,965 15,512 
PA Consulting269 280 
            Total$27,790 $25,571 

12


Non-GAAP Financial Measures:
In this press release, the Company has included certain non-GAAP financial measures as defined in Regulation G promulgated under the Securities Exchange Act of 1934, as amended. The non-GAAP financial measures included in this press release are net revenue, adjusted net earnings, adjusted EPS from continuing operations, adjusted EBITDA outlook, adjusted EPS outlook and adjusted effective tax rate.

Net revenue is calculated excluding pass-through revenue of the Company’s People & Places Solutions segment from the Company’s revenue from continuing operations. Adjusted net earnings from continuing operations and adjusted EPS from continuing operations are calculated by (i) excluding costs and other charges associated with restructuring activities implemented in connection with the acquisitions of CH2M, John Wood Group nuclear business, BlackLynx, Buffalo Group and StreetLight, the strategic investment in PA Consulting, the sale of the ECR business and other related cost reduction initiatives, which included involuntary terminations, costs associated with co-locating offices of acquired companies, separating physical locations of ECR and continuing operations, professional services and personnel costs, expenses relating to certain commitments and contingencies relating to discontinued operations of the CH2M business including the final settlement charges relating to the Legacy CH2M Matter, net of previously recorded reserves; (ii) excluding the costs and other charges associated with our Focus 2023 transformation initiatives, which included costs and charges associated with the re-scaling and repurposing of physical office space, voluntary employee separations, contractual termination fees and related expenses (the amounts referred in (i) and (ii) are collectively referred to as the “Restructuring and other charges”); (iii) excluding transaction costs and other charges incurred in connection with closing of Buffalo Group, BlackLynx and StreetLight acquisitions and the strategic investment in PA Consulting, including advisor fees, change in control payments and the impact of the quarterly adjustment to the estimated future payout of contingent consideration to the sellers in connection with acquisitions; certain consideration amounts for PA Consulting that were required to be treated as post-completion compensation expense given retention related requirements applicable to the distribution of such funds to PA Consulting employees, and impacts resulting from the non-cash purchase accounting adjustment related to the investment in PA Consulting to reflect a change in the preliminary purchase price allocation for the redeemable non-controlling interests; certain equity based compensation expenses associated with PA Consulting's benefit programs; and similar transaction costs and expenses (collectively referred to as “transaction costs”); (iv) adding back amortization of intangible assets; (v) the removal of fair value adjustments and dividend income related to the Company’s investments in Worley and C3 stock and certain foreign currency revaluations relating to ECR sale proceeds; (vi) excluding charges resulting from the revaluation of certain deferred tax assets/liabilities in connection tax rate increases in the United Kingdom during fiscal 2021; (vii) charges associated with the impairment of our investment in our AWE ML investment; (viii) charges to interest expense associated with one-time deal related bank fees; (ix) certain non-routine income tax adjustments for the purposes of calculating the Company's annual non-GAAP effective tax rate to facilitate a more meaningful evaluation of the Company’s current operating performance and comparisons to the Company's operating performance in other periods; and (x) other income tax adjustments associated with the pre-tax income adjustments above. Adjustments to derive adjusted net earnings from continuing operations and adjusted EPS from continuing operations are calculated on an after-tax basis.

Adjusted EBITDA is calculated by adding income tax expense, depreciation expense and adjusted interest expense, and deducting interest income from adjusted net earnings from continuing operations.

We believe that the measures listed above are useful to management, investors and other users of our financial information in evaluating the Company’s operating results and understanding the Company’s operating trends by excluding or adding back the effects of the items described above and below, the inclusion or exclusion of which can obscure underlying trends. Additionally, management uses such measures in its own evaluation of the Company’s performance, particularly when comparing performance to past periods, and believes these measures are useful for investors because they facilitate a comparison of our financial results from period to period.

The Company provides non-GAAP measures to supplement U.S. GAAP measures, as they provide additional insight into the Company’s financial results. However, non-GAAP measures have limitations as analytical tools and should not be considered in isolation and are not in accordance with, or a substitute for, U.S. GAAP measures. In addition, other companies may define non-GAAP measures differently, which limits the ability of investors to compare non-GAAP measures of the Company to those used by our peer companies.

The following tables reconcile the components and values of U.S. GAAP net earnings and EPS from continuing operations to the corresponding "adjusted" amount, revenue from continuing operations to net revenue. For the comparable periods presented below, such adjustments consist of amounts incurred in connection with the items described above. Amounts are shown in thousands, except for per-share data (note: earnings per share amounts may not add across due to rounding). Reconciliation of the adjusted EPS and adjusted EBITDA outlook for fiscal 2022 and beyond and fiscal 2022 net revenue growth to the most directly comparable GAAP measure is not available without unreasonable efforts because the Company
13

cannot predict with sufficient certainty all the components required to provide such reconciliation. See footnote 1 on page 3 for additional information.

14

U.S. GAAP Reconciliations for the three and six month periods of fiscal 2022 and 2021
Three Months Ended
April 1, 2022
UnauditedU.S. GAAPEffects of Restructuring, Transaction and Other Charges (1)Other Adjustments (2)Adjusted
Revenues$3,834,059$—$—$3,834,059
Pass through revenue
——(563,668)(563,668)
Net revenue3,834,059—(563,668)3,270,391
Direct cost of contracts(2,963,649)—563,668(2,399,981)
Gross profit870,410——870,410
Selling, general and administrative expenses(704,195)117,27048,431(538,494)
Operating Profit (Loss)166,215117,27048,431331,916
Total other expense, net(10,933)(2,007)—(12,940)
Earnings from Continuing Operations Before Taxes155,282115,26348,431318,976
Income Tax Expense from Continuing Operations(46,166)(21,424)(1,628)(69,218)
Net Earnings of the Group from Continuing Operations109,11693,83946,803249,758
Net Earnings Attributable to Noncontrolling Interests from Continuing Operations(10,261)——(10,261)
Net Earnings Attributable to Redeemable Noncontrolling interests(10,038)(270)(5,960)(16,268)
Net Earnings Attributable to Jacobs from Continuing Operations88,81793,56940,843223,229
Net Loss Attributable to Discontinued Operations(1)——(1)
Net Earnings attributable to Jacobs$88,816$93,569$40,843$223,228
Diluted Net Earnings from Continuing Operations Per Share$0.68$0.72$0.31$1.72
Diluted Net Earnings from Discontinued Operations Per Share$—$—$—$—
Diluted Earnings Per Share$0.68$0.72$0.31$1.72
Operating profit margin4.3 %10.1 %
         (1) Includes charges associated with various restructuring, transaction and other related activity costs associated with Company transformation initiatives and acquisition related programs, including $91.3 million related to the final pre-tax settlement of the Legacy CH2M Matter, net of previously recorded reserves.
(2) Includes (a) the removal of pass through revenues and costs for the People & Places Solutions line of business for the calculation of operating profit margin as a percentage of net revenue of $563.7 million, (b) the removal of amortization of intangible assets of $48.4 million, (c) the exclusion of impacts on the Company’s effective tax rates associated with revised estimates on US taxation of certain foreign earning and, certain tax return filing adjustments, (d) applicable redeemable noncontrolling interests impacts for the above adjustment items and (e) income tax expense adjustments for the above pre-tax adjustment items.
15

Three Months Ended
April 2, 2021
UnauditedU.S. GAAPEffects of Restructuring, Transaction and Other Charges (1)Other Adjustments (2)Adjusted
Revenues$3,547,873$—$—$3,547,873
Pass through revenue
——(576,629)(576,629)
Net revenue3,547,873—(576,629)2,971,244
Direct cost of contracts(2,780,860)194576,629(2,204,037)
Gross profit767,013194—767,207
Selling, general and administrative expenses(808,125)321,47130,598(456,056)
Operating (Loss) Profit(41,112)321,66530,598311,151
Total other (expense) income, net(71,169)5,29563,719(2,155)
(Loss) Earnings from Continuing Operations Before Taxes(112,281)326,96094,317308,996
Income Tax Benefit (Expense) from Continuing Operations20,772(11,015)(83,298)(73,541)
Net (Loss) Earnings of the Group from Continuing Operations(91,509)315,94511,019235,455
Net Earnings Attributable to Noncontrolling Interests from Continuing Operations(10,158)——(10,158)
Net Loss (Earnings) Attributable to Redeemable Noncontrolling interests101,392(107,033)(1,367)(7,008)
Net (Loss) Earnings from Continuing Operations attributable to Jacobs(275)208,9129,652218,289
Net Earnings Attributable to Discontinued Operations11,320——11,320
Net Earnings attributable to Jacobs$11,045$208,912$9,652$229,609
Diluted Net Earnings from Continuing Operations Per Share (3)$—$1.59$0.07$1.66
Diluted Net Earnings from Discontinued Operations Per Share (3)$0.09$—$—$0.09
Diluted Earnings Per Share (3)$0.08$1.59$0.07$1.75
Operating profit margin(1.2)%10.5 %
(1) Includes charges associated with various restructuring, transaction and other related activity costs associated with Company transformation initiatives and acquisition related programs, along with after-tax $292.0 million in one time PA Consulting transaction-related costs.
(2) Includes mainly (a) the removal of pass through revenues and costs for the People & Places Solutions line of business for the calculation of operating profit margin as a percentage of net revenue of $576.6 million, (b) the removal of amortization of intangible assets of $30.6 million, (c) the removal of $29.7 million in fair value adjustments related to our investment in Worley stock and certain foreign currency revaluations relating to the ECR sale, (d) the removal of the fair value adjustment of the Company's investment in C3 of $34.1 million, (e) applicable redeemable noncontrolling interests impacts for the above adjustment items and (f) income tax expense adjustments for the above pre-tax adjustment items.
(3) Because U.S. GAAP net (loss) earnings from continuing operations was a loss, the effect of antidilutive securities of 902 equivalent shares was excluded from the denominator in calculating diluted EPS. Because adjusted net (loss) earnings from continuing operations was income, the effective of the securities was dilutive and was included in the denominator in calculating adjusted diluted EPS.






16




Six Months Ended
April 1, 2022
UnauditedU.S. GAAPEffects of Restructuring, Transaction and Other Charges (1)Other Adjustments (2)Adjusted
Revenues$7,214,684$—$—$7,214,684
Pass through revenue
——(1,036,048)(1,036,048)
Net revenue7,214,684—(1,036,048)6,178,636
Direct cost of contracts(5,547,800)31,036,048(4,511,749)
Gross profit1,666,8843—1,666,887
Selling, general and administrative expenses(1,323,336)200,83395,338(1,027,165)
Operating Profit (Loss)343,548200,83695,338639,722
Total other (expense) income, net(19,177)(10,551)5(29,723)
Earnings from Continuing Operations Before Taxes324,371190,28595,343609,999
Income Tax Expense from Continuing Operations(62,054)(37,101)(33,214)(132,369)
Net Earnings of the Group from Continuing Operations262,317153,18462,129477,630
Net Earnings Attributable to Noncontrolling Interests from Continuing Operations(19,514)——(19,514)
Net Earnings Attributable to Redeemable Noncontrolling interests(19,721)(262)(11,850)(31,833)
Net Earnings Attributable to Jacobs from Continuing Operations223,082152,92250,279426,283
Net Loss Attributable to Discontinued Operations(233)——(233)
Net Earnings attributable to Jacobs$222,849$152,922$50,279$426,050
Diluted Net Earnings from Continuing Operations Per Share$1.71$1.18$0.39$3.28
Diluted Net Earnings from Discontinued Operations Per Share$—$—$—$—
Diluted Earnings Per Share$1.71$1.18$0.39$3.27
Operating profit margin4.8 %10.4 %
         (1) Includes charges associated with various restructuring, transaction and other related activity costs associated with Company transformation initiatives and acquisition related programs, including $91.3 million related to the final pre-tax settlement of the Legacy CH2M Matter, net of previously recorded reserves, as well as $74.6 million for the Company's real estate impairment.
(2) Includes (a) the removal of pass through revenues and costs for the People & Places Solutions line of business for the calculation of operating profit margin as a percentage of net revenue of $1.04 billion, (b) the removal of amortization of intangible assets of $95.3 million, (c) the exclusion of impacts on the Company’s effective tax rates associated with revised estimates on US taxation of certain foreign earnings and certain tax return filing adjustments, (d) applicable redeemable noncontrolling interests impacts for the above adjustment items and (e) income tax expense adjustments for the above pre-tax adjustment items.
17

Six Months Ended
April 2, 2021
UnauditedU.S. GAAPEffects of Restructuring, Transaction and Other Charges (1)Other Adjustments (2)Adjusted
Revenues$6,929,708$—$— $6,929,708
Pass through revenue
——(1,225,306)(1,225,306)
Net revenue6,929,708—(1,225,306)5,704,402
Direct cost of contracts(5,530,636)2861,225,306 (4,305,044)
Gross profit1,399,072286— 1,399,358
Selling, general and administrative expenses(1,226,246)343,47053,727 (829,049)
Operating Profit172,826343,75653,727 570,309
Total other income (expense), net69,00237,197(112,298)(6,099)
Earnings (Loss) from Continuing Operations Before Taxes241,828380,953(58,571)564,210
Income Tax Expense from Continuing Operations(66,250)(22,111)(45,921)(134,282)
Net Earnings (Loss) of the Group from Continuing Operations175,578358,842(104,492)429,928
Net Earnings Attributable to Noncontrolling Interests from Continuing Operations(20,184)——(20,184)
Net Earnings (Loss) Attributable to Redeemable Noncontrolling interests101,392(107,033)(1,367)(7,008)
Net Earnings (Loss) from Continuing Operations attributable to Jacobs256,786251,809(105,859)402,736
Net Earnings Attributable to Discontinued Operations11,305—— 11,305
Net Earnings (Loss) attributable to Jacobs$268,091$251,809$(105,859)$414,041
Diluted Net Earnings (Loss) from Continuing Operations Per Share$1.96$1.92 $(0.81)$3.07
Diluted Net Earnings (Loss) from Discontinued Operations Per Share$0.09$— $— $0.09
Diluted Earnings (Loss) Per Share$2.04$1.92 $(0.81)$3.16
Operating profit margin2.5 %10.0 %
(1) Includes charges associated with various restructuring, transaction and other related activity costs associated with Company transformation initiatives and acquisition related programs, impairment charges relating to our investment in our AWE ML investment, along with after-tax $295.1 million in one time PA Consulting deal related costs.
(2) Includes mainly (a) the removal of pass through revenues and costs for the People & Places Solutions line of business for the calculation of operating profit margin as a percentage of net revenue of $1.23 billion, (b) the removal of amortization of intangible assets of $53.8 million, (c) the removal of $63.5 million in fair value adjustments related to our investment in Worley stock and certain foreign currency revaluations relating to the ECR sale, (d) the removal of the fair value adjustment of the Company's investment in C3 of $48.6 million, (e) applicable redeemable noncontrolling interests impacts for the above adjustment items and (f) income tax expense adjustments for the above pre-tax adjustment items.

18

Earnings Per Share:
Three Months EndedSix Months Ended
UnauditedApril 1, 2022April 2, 2021April 1, 2022April 2, 2021
Numerator for Basic and Diluted EPS:
Net earnings (loss) from continuing operations allocated to common stock for EPS calculation$88,817 $(275)$223,082 $256,786 
Net (loss) earnings from discontinued operations allocated to common stock for EPS calculation$(1)$11,320 $(233)$11,305 
Net earnings allocated to common stock for EPS calculation$88,816 $11,045 $222,849 $268,091 
Denominator for Basic and Diluted EPS:
Shares used for calculating basic EPS attributable to common stock129,333 130,262 129,337 130,115 
Effect of dilutive securities:
Stock compensation plans (1)640 — 796 1,042 
Shares used for calculating diluted EPS attributable to common stock129,973 130,262 130,133 131,157 
Net Earnings Per Share:
Basic Net Earnings from Continuing Operations Per Share$0.69 $— $1.72 $1.97 
Basic Net Earnings from Discontinued Operations Per Share$— $0.09 $— $0.09 
Basic Earnings Per Share$0.69 $0.08 $1.72 $2.06 
Diluted Net Earnings from Continuing Operations Per Share$0.68 $— $1.71 $1.96 
Diluted Net Earnings from Discontinued Operations Per Share$— $0.09 $— $0.09 
Diluted Earnings Per Share$0.68 $0.08 $1.71 $2.04 

(1) For the three months ended April 2, 2021, because net earnings (loss) from continuing operations allocated to common stock for EPS was a loss, the effect of antidilutive securities of 902 equivalent shares were excluded from the denominator in calculating diluted EPS.

19

For additional information contact:

Investors:
Jonathan Doros, 214-583-8596
jonathan.doros@jacobs.com

Media:
Marietta Hannigan, 214-920-8035
marietta.hannigan@jacobs.com


[ END ]

20