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Jacobs Engineering Group J · USD

Industrials · Professional Services · US listing · 🇺🇸 United States

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Jacobs Engineering Group annual report

Filed with the US Securities and Exchange Commission

10-K

The latest annual report covers the year to 26 Sept 2025, filed on 20 Nov 2025.

Read the 10-K on SEC.gov ↗

Five-year highlights

In USD.

FY2025FY2024FY2023FY2022FY2021
Revenue$12.03bn$11.50bn$10.85bn$9.78bn$14.09bn
Operating income$863.6m$827.0m$676.5m$539.9m$757.3m
Net income$290.2m$806.1m$665.8m$644.0m$477.0m
Free cash flow$607.5m$933.6m$837.3m$347.1m$633.5m
Total assets$11.25bn$11.76bn$14.62bn$14.66bn$14.63bn
Shareholders' equity$3.64bn$4.55bn$6.55bn$6.06bn$5.94bn

Revenue by business

Year to 29 Sept 2017

  • Technical professional services. $5.61bn · 56.0%
  • Project services. $4.81bn · 47.9%
  • Field services. $4.41bn · 44.0%
  • Construction. $3.37bn · 33.7%
  • Operation and maintenance. $1.04bn · 10.4%
  • Process scientific and systems consulting. $805.1m · 8.0%

Revenue by region

Year to 28 Sept 2018

  • United States $9.52bn · 63.5%
  • Europe $2.77bn · 18.5%
  • Canada $863.5m · 5.8%
  • Australia and New Zealand $719.6m · 4.8%
  • Middle East and Africa $425.7m · 2.8%
  • Asia $316.3m · 2.1%
  • India $212.0m · 1.4%
  • South America and Mexico $159.7m · 1.1%

From the 2025 annual report

As filed, for the year to Sep. 26, 2025. A later report may be linked above: this is the newest our data supplier has processed.

As filed
Document
10-K
Registrant
Jacobs Solutions Inc.
Fiscal year end
Sep. 26, 2025
Listed on
NYSE
Filer category
Large Accelerated Filer
Auditor
Ernst & Young LLP
Auditor location
Dallas, Texas
Income statement USD ($) $ in Thousands
Sep. 26, 2025Sep. 27, 2024Sep. 29, 2023
Revenues12,029,78311,500,94110,851,420
Direct cost of contracts-9,044,849-8,668,185-8,140,560
Gross profit2,984,9342,832,7562,710,860
Selling, general and administrative expenses-2,121,300-2,140,320-2,034,376
Operating Profit863,634692,436676,484
Interest income35,80434,45424,975
Interest expense-145,788-169,058-168,085
Loss on extinguishment of debt-20,51000
Miscellaneous (expense) income, net-189,663219,454-12,399
Total other (expense) income, net-320,15784,850-155,509
Earnings from Continuing Operations Before Taxes543,477777,286520,975
Income Tax Expense for Continuing Operations-215,555-131,493-101,336
Net Earnings of the Group from Continuing Operations327,922645,793419,639
Net (Loss) Earnings of the Group from Discontinued Operations, net of tax-23,966206,850300,017
Net Earnings of the Group303,956852,643719,656
Net Earnings Attributable to Noncontrolling Interests from Continuing Operations-3,443-17,990-18,900
Net Earnings Attributable to Redeemable Noncontrolling Interests-11,177-14,999-21,614
Net Earnings Attributable to Jacobs from Continuing Operations313,302612,804379,125
Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations0-13,561-13,365
Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations-23,966193,289286,652
Net Earnings Attributable to Jacobs289,336806,093665,777
Basic Net Earnings from Continuing Operations Per Share (in dollars per share)2.594.813.06
Basic Net Earnings from Discontinued Operations Per Share (in dollars per share)-0.21.542.26
Basic Earnings Per Share (in dollars per share)2.396.355.32
Diluted Net Earnings from Continuing Operations Per Share (in dollars per share)2.584.793.05
Diluted Net Earnings from Discontinued Operations Per Share (in dollars per share)-0.21.542.25
Diluted Earnings Per Share (in dollars per share)2.386.325.3
Balance sheet USD ($) $ in Thousands
Cash and cash equivalents1,235,4481,144,795
Receivables and contract assets2,989,0672,845,452
Prepaid expenses and other134,804155,865
Investment in equity securities0749,468
Total current assets4,359,3194,895,580
Property, Equipment and Improvements, net311,872315,630
Goodwill4,780,8184,788,181
Intangibles, net717,670874,894
Deferred income tax assets325,814195,406
Operating lease right-of-use assets289,101303,856
Miscellaneous467,941385,458
Total other noncurrent assets6,581,3446,547,795
Total assets11,252,53511,759,005
Current maturities of long-term debt0875,760
Accounts payable1,261,4891,029,140
Accrued liabilities1,037,7541,087,764
Operating lease liability111,040119,988
Contract liabilities940,616967,089
Total current liabilities3,350,8994,079,741
Long-term debt2,236,4561,348,594
Liabilities relating to defined benefit pension and retirement plans272,069298,221
Deferred income tax liabilities151,821116,655
Long-term operating lease liability362,361407,826
Other deferred liabilities212,330120,483
Total other noncurrent liabilities3,235,0372,291,779
Redeemable Noncontrolling Interests1,018,694820,182
Preferred stock, $1 par value, authorized - 1,000,000 shares; issued and outstanding - none00
Common stock $1 par value, authorized - 240,000,000 shares; issued and outstanding - 119,081,294 shares and 124,084,028 shares as of September 26, 2025 and September 27, 2024, respectively119,081124,084
Additional paid-in capital2,706,3762,758,064
Retained earnings1,525,7602,366,769
Accumulated other comprehensive loss-710,410-699,450
Total Jacobs stockholders’ equity3,640,8074,549,467
Noncontrolling interests7,09817,836
Total Group stockholders’ equity3,647,9054,567,303
Total liabilities and stockholders' equity11,252,53511,759,005
Cash flow statement USD ($) $ in Thousands
Sep. 26, 2025Sep. 27, 2024Sep. 29, 2023
Net Earnings of the Group303,956852,643719,656
Property, equipment and improvements82,05999,232103,346
Intangible assets155,517209,507203,906
Loss on extinguishment of debt20,51000
Loss (gain) on investment in equity securities227,305-186,9310
Stock based compensation60,96074,19374,337
Equity in earnings of operating ventures, net of return on capital distributions-1,526-16,079-324
(Gain) loss on disposals of assets, net-722-3,2007,690
Impairment of equity method investment and other long-term assets03,00048,163
Deferred income taxes-94,532-224,935-76,815
Receivables and contract assets, net of contract liabilities-177,87759,587-8,395
Prepaid expenses and other current assets8,38311,217-33,996
Miscellaneous other assets60,586104,65992,050
Accounts payable231,25481,469166,194
Income taxes payable-183,27394,0949,408
Accrued liabilities-64,945-138,491-279,136
Other deferred liabilities75,2316,047-49,957
Other, net-16,18228,661-1,364
Net cash provided by operating activities686,7041,054,673974,763
Additions to property and equipment-79,232-121,114-137,486
Disposals of property and equipment and other assets2,3326,1871,544
Capital contributions to equity investees, net of return of capital distributions1,6091,7377,964
Acquisitions of businesses, net of cash acquired0-14,000-17,685
Net cash used for investing activities-75,291-127,190-145,663
Proceeds from long-term borrowings2,458,2014,606,6973,860,468
Repayments of long-term borrowings-1,471,800-3,370,355-4,486,679
Proceeds from short-term borrowings05,34513,011
Repayments of short-term borrowings-656,981-866,761-3,353
Debt issuance costs-92-34,331-17,177
Proceeds from issuances of common stock34,71247,50347,782
Common stock repurchases-754,130-402,668-265,714
Taxes paid on vested restricted stock-27,450-41,720-24,249
Cash dividends to shareholders-153,027-142,779-128,420
Net dividends associated with noncontrolling interests-14,205-21,678-23,156
Repurchase of redeemable noncontrolling interests-10,449-55,344-92,939
Proceeds from issuances of redeemable noncontrolling interests019,76134,016
Cash impact from distribution of SpinCo Business70,000-495,3070
Net cash used for financing activities-525,221-751,637-1,086,410
Effect of Exchange Rate Changes3,69341,64032,548
Net Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash89,885217,486-224,762
Cash and Cash Equivalents, including Restricted Cash, at the Beginning of the Period1,146,931929,4451,154,207
Cash and Cash Equivalents, including Restricted Cash, at the End of the Period1,236,8161,146,931929,445
Less Cash and Cash Equivalents included in Assets held for spin00-155,728
Cash and Cash Equivalents, including Restricted Cash, of Continuing Operations at the End of the Period1,236,8161,146,931773,717
Note: Segment Information

Segment InformationThe Company's two operating segments are comprised of Infrastructure and Advanced Facilities ("I&AF"), and its majority investment in PA Consulting. Subsequent to the Separation Transaction, the SpinCo businesses are now presented as discontinued operations for all periods and therefore not reflected in the segment disclosures below. For further information, refer to Note 14- Discontinued Operations.The Company’s Chief Executive Officer is the Chief Decision Maker (“CODM”) and evaluates the performance of and makes appropriate resource allocations to each of the segments. For purposes of the Company’s goodwill impairment testing, it has been determined that the Company’s operating segments are also its reporting units based on management’s conclusion that the components comprising each of its operating segments share similar economic characteristics and meet the aggregation criteria for reporting units in accordance with ASC 350, Intangibles-Goodwill and Other.Financial information for each segment is reviewed by the CODM to assess performance and make decisions regarding the allocation of resources. The CODM evaluates the operating performance of our operating segments primarily using segment operating profit. The Company incurs certain SG&A that relate to its business as a whole which are not allocated to the segments. The CODM does not review segment assets as a measure of segment performance.The following tables present total revenues, direct cost of contracts, selling, general and administrative expenses and segment operating profit from continuing operations for each reportable segment (in thousands) and include a reconciliation of segment operating profit to total U.S. GAAP operating profit by including certain corporate-level expenses, Restructuring and other charges (as defined in Note 16- Restructuring and Other Charges) and transaction and integration costs (in thousands) for the years ended: September 26, 2025Infrastructure & Advanced FacilitiesPA ConsultingTotal Revenues from External Customers (1)$10,764,206 $1,265,577 $12,029,783 Direct cost of contracts (2)(8,228,935)(815,914)(9,044,849)Selling, general and administrative expenses (2)(1,631,723)(171,164)(1,802,887)Segment Operating Profit (1)$903,548 $278,499 $1,182,047 Restructuring, Transaction and Other Charges (3)(162,896)Amortization of Intangible Assets(155,517)Total U.S.

Note: Revenue Accounting for Contract

Revenue Accounting for ContractsDisaggregation of RevenuesOur revenues are principally derived from contracts to provide a diverse range of technical, professional, and construction services to a large number of industrial, commercial, and governmental clients. We provide a broad range of engineering, design, and architectural services; construction and construction management services; operations and maintenance services; and technical, digital, process, scientific and systems consulting services. We provide our services through offices and subsidiaries located primarily in North America, Europe, the Middle East, India, Australia, Africa, and Asia. We provide our services under cost-reimbursable and fixed-price contracts. Our contracts are with many different customers in numerous industries. Refer to Note 19- Segment Information for additional information on how we disaggregate our revenues by reportable segment. The following table further disaggregates our revenue by geographic area for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands):For the Years EndedSeptember 26, 2025September 27, 2024September 29, 2023Revenues: United States$7,415,464 $7,178,610 $6,511,371 Europe2,871,566 2,689,298 2,704,684 Canada248,118 261,682 266,926 Asia144,944 132,658 133,670 India180,124 152,591 164,212 Australia and New Zealand573,237 549,571 558,096 Middle East and Africa596,330 536,531 512,461 Total$12,029,783 $11,500,941 $10,851,420 The following table presents the revenues earned directly or indirectly from the U.S. federal government and its agencies, expressed as a percentage of total revenues:For the Years EndedSeptember 26, 2025September 27, 2024September 29, 20238%10%9%Contract LiabilitiesContract liabilities represent amounts billed to clients in excess of revenue recognized to date. Revenue recognized for the year ended September 26, 2025 that was previously included in the contract liability balance on September 27, 2024 was $728 million. Revenue recognized for the year ended September 27, 2024 that was previously included in the contract liability balance on September 29, 2023 was $521 million. Remaining Performance ObligationsThe Company’s remaining performance obligations as of September 26, 2025 represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. The Company had approximately $15.7 billion in remaining performance obligations as of September 26, 2025.

Note: Commitments and Contingencies a

Commitments and Contingencies and Derivative Financial InstrumentsDerivative Financial InstrumentsThe Company is exposed to interest rate risk under its variable rate borrowings and additionally, due to the nature of the Company's international operations, we are at times exposed to foreign currency risk. As such, we sometimes enter into foreign exchange hedging contracts and interest rate hedging contracts in order to limit our exposure to fluctuating foreign currencies and interest rates. During fiscal 2022, the Company entered into two treasury lock agreements with a total notional value of $500.0 million to manage its interest rate exposure to the anticipated issuance of fixed rate debt before December 2023. On February 13, 2023, the Company settled these treasury lock agreements and issued the 5.90% Bonds in the aggregate principal amount of $500.0 million, which resulted in the receipt of cash and a pre-tax gain of $37.4 million, which is being amortized to interest expense and recognized over the term of the 5.90% Bonds. See Note 9- Borrowings for further discussion relating to the terms of the 5.90% Bonds. The unrealized net gain on these instruments was $20.9 million and $23.6 million, net of tax, and is included in accumulated other comprehensive loss as of September 26, 2025 and September 27, 2024, respectively.In fiscal 2020 we entered into interest rate swap agreements to manage the interest rate exposure on our variable rate loans. By entering into the swap agreements, the Company converted the variable rate based liabilities into fixed rate liabilities for a period of five to ten years. During the fiscal 2023 transition from LIBOR to SOFR, the terms of the swaps were amended accordingly and remained designated as cash-flow hedges in accordance with ASC 815, Derivatives and Hedging.During the fourth quarter of fiscal 2024, in connection with the Separation Transaction, the Company terminated two interest rate swaps with an aggregate notional value of $554.7 million for a realized gain of $35.2 million. This realized gain previously recorded as a component of accumulated other comprehensive loss was recognized in miscellaneous income (expense) in the current period as the related interest payments are no longer expected to occur. As of September 26, 2025 and September 27, 2024, the Company has one ten-year outstanding instrument with a notional value of $200.0 million.

Note: Income Taxes

Income TaxesThe following table presents the components of our consolidated income taxes for continuing operations for years ended September 26, 2025, September 27, 2024 and September 29, 2023 (in thousands): For the Years Ended September 26, 2025September 27, 2024September 29, 2023Current income tax expense from continuing operations: Federal$135,862 $102,702 $13,852 State40,445 46,881 16,825 Foreign138,015 100,421 142,177 Total current tax expense from continuing operations$314,322 $250,004 $172,854 Deferred income tax (benefit) expense from continuing operations: Federal$(71,540)$(99,686)$(28,779)State(21,809)(32,068)4,534 Foreign(5,418)13,243 (47,273)Total deferred tax benefit from continuing operations$(98,767)$(118,511)$(71,518)Consolidated income tax expense from continuing operations$215,555 $131,493 $101,336 Deferred taxes reflect the tax effects of temporary differences between the amounts recorded as assets and liabilities for financial reporting purposes and the comparable amounts recorded for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The following table presents the components of our net deferred tax (liabilities) assets at September 26, 2025 and September 27, 2024 (in thousands): September 26, 2025September 27, 2024 (1)Deferred tax assets: Other employee benefit plans$112,906 $110,377 Net operating losses207,377 259,335 Foreign tax credit38,989 42,394 Lease liability78,386 93,488 Capitalized research costs184,394 112,652 Unrealized foreign exchange loss11,244 11,891 Other32,693 10,178 Valuation allowance(193,050)(217,397)Gross deferred tax assets472,939 422,918 Deferred tax liabilities: Depreciation and amortization(211,627)(243,234)Lease right of use asset(37,078)(41,817)Defined benefit pension plans(16,102)(4,540)Hedge investments(12,259)(13,862)Unrealized foreign exchange gain(947)(12,598)Other(20,933)(28,116)Gross deferred tax liabilities(298,946)(344,167)Net deferred tax assets $173,993 $78,751 (1) Prior period amounts have been reclassified to conform with the current period presentationValuation allowances are recorded to reduce deferred tax assets to the amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts. The Company's total valuation allowances were $193.

Note: Leases

LeasesThe components of lease expense (reflected in selling, general and administrative expenses) for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 were as follows (in thousands):September 26, 2025September 27, 2024September 29, 2023Lease costOperating lease cost$109,519 $112,088 $112,252 Variable lease cost30,856 33,630 31,565 Sublease income(19,269)(19,002)(17,943)Total lease cost$121,106 $126,716 $125,874 Supplemental information related to the Company's leases for the years ended September 26, 2025, September 27, 2024 and September 29, 2023 was as follows (in thousands):September 26, 2025September 27, 2024September 29, 2023Cash paid for amounts included in the measurements of lease liabilities$146,341 $152,453 $151,455 Right-of-use assets obtained in exchange for new operating lease liabilities$72,437 $48,727 $67,409 Weighted average remaining lease term - operating leases5.5 years5.6 years6.0 yearsWeighted average discount rate - operating leases4.0%3.6%3.3%Total remaining lease payments under the Company's leases for each of the succeeding years is as follows (in thousands): Fiscal YearOperating Leases2026$131,121 2027107,336 202888,078 202966,201 203048,862 Thereafter86,572 528,170 Less Interest(54,769)$473,401 As of September 26, 2025, we have entered into operating leases that have not yet commenced of approximately $24.2 million.Right-of-Use and Other Long-Lived Asset ImpairmentDuring fiscal 2023, as a result of the Company's transformation initiatives, including the changing nature of the Company's use of office space for its workforce, the Company evaluated its existing real estate lease portfolio. These initiatives resulted in the abandonment of certain leased office spaces and the establishment of a formal plan to sublease certain other leased spaces that will no longer be utilized by the Company. In connection with the Company’s actions related to these initiatives, the Company evaluated certain of its lease right-of-use assets and related property, equipment and leasehold improvements for impairment under ASC 360.As a result of the analysis, the Company recognized impairment losses of $46.7 million for the fiscal year September 29, 2023, which are included in selling, general and administrative expenses in the accompanying Statements of Earnings. The impairment losses recorded include $40.9 million related to right-of-use lease assets and $5.

Note: Cybersecurity Risk Management a

We maintain a cybersecurity program, designed to proactively identify, assess, manage, mitigate, and respond to cybersecurity threats. Our Cybersecurity Organization develops, implements, and maintains this program, which is governed by our global cybersecurity policy. The underlying controls of the cybersecurity program are based on recognized best practices and standards for cybersecurity and information technology and is aligned with the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”) and the International Organization for Standardization (“ISO”) 27001 Information Security Management System Requirements. Cybersecurity is an important and integrated part of our enterprise risk management program that identifies, monitors and mitigates business, operational and legal risks. Our cybersecurity risk management process is integrated into our overall risk management process, and shares common methodologies, reporting channels and governance processes that apply across the risk management process to other legal, compliance, strategic, operational and financial risk areas.We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection and mitigation. Our cybersecurity program maintains assessment protocols for proactively evaluating potential cybersecurity impacts and risks, supported by incident response procedures. We employ systematic processes to manage cybersecurity risks, including through cybersecurity audits, network interconnectivity reviews, system access controls and monitoring, and data backup and recovery. Our cloud environments undergo continuous assessment, with firewall and backup systems designed to support operational resilience. We employ a Zero Trust Security framework that requires identity verification for network access, complemented by regular system assessments and monitoring. Our security controls include identity management programs, data loss prevention protocols, and threat detection capabilities. Our controls undergo regular review and updates based on threat intelligence, ensuring adaptability to emerging threats. Similarly, our incident response program is regularly tested and updated to address emerging threat landscapes. To ensure organization-wide security awareness, cybersecurity training is mandatory and provided to all employees annually.

Note: Borrowings

Borrowings The following table presents certain information regarding the Company’s long-term debt at September 26, 2025 and September 27, 2024 (dollars in thousands):Interest RateMaturitySeptember 26, 2025September 27, 2024Revolving Credit FacilityBenchmark + applicable margin (1)February 2028$395,000 $140,000 2021 Term Loan Facility - USD PortionBenchmark + applicable margin (2)February 2026— 120,000 2021 Term Loan Facility - GBP PortionBenchmark + applicable margin (2)September 2025— 870,415 2025 Term Loan Facility - USD PortionBenchmark + applicable margin (3)March 2027200,000 — 2025 Term Loan Facility - GBP PortionBenchmark + applicable margin (3)March 2027550,261 — Fixed-rate:5.9% Bonds, due 20335.9% (4)March 2033500,000 500,000 6.35% Bonds, due 20286.35%August 2028600,000 600,000 Less: Current Portion (5)— (870,415)Less: Deferred Financing Fees(8,805)(11,406)Total Long-term debt, net$2,236,456 $1,348,594 (1)The U.S. dollar denominated borrowings under the Revolving Credit Facility bear interest at either a SOFR rate plus a margin of between 0.975% and 1.725% or a base rate plus a margin of between 0% and 0.625% depending on the Company’s Consolidated Leverage Ratio or Debt Rating (each as defined in the Revolving Credit Facility (defined below)). The interest rate under the Revolving Credit Agreement also incorporates a modest sustainability-linked pricing adjustment, which resulted in a favorable interest rate adjustment to the Company in February 2025. The applicable SOFR rates, including applicable margins, at September 26, 2025 and September 27, 2024 were approximately 5.37% and 6.64%. Borrowings denominated in British pounds bear interest at an adjusted SONIA rate plus a margin of between 0.908% and 1.658%. There were no amounts drawn in British pounds as of September 26, 2025.(2)The U.S. dollar denominated borrowings under the 2021 Term Loan Facility bore interest at either a SOFR rate plus a margin of between 0.975% and 1.725% or a base rate plus a margin of between 0% and 0.625% depending on the Company's Consolidated Leverage Ratio or Debit Rating (each as defined in the Amended and Restated Term Loan Agreement (defined below)). The applicable SOFR rate, including applicable margins, for borrowings denominated in U.S. dollars at September 27, 2024 were approximately 6.52%. Borrowings denominated in British pounds bore interest at an adjusted SONIA rate plus a margin of between 0.908% and 1.658%. which was approximately 6.

Note: Discontinued Operations

Discontinued OperationsSeparation of Critical Mission Solutions (“CMS”) and Cyber & Intelligence (“C&I”) BusinessesOn September 27, 2024, Jacobs completed the previously announced Reverse Morris Trust transaction pursuant to which (i) Jacobs first transferred its CMS and portions of its DVS business to Amazon Holdco Inc., a Delaware corporation (SpinCo), which has since been renamed Amentum Holdings, Inc., (ii) Jacobs then effectuated a spin-off of SpinCo by distributing 124,084,108 shares of SpinCo Common Stock, by way of a pro rata distribution to its shareholders such that each holder of shares of Jacobs Common Stock was entitled to receive one share of SpinCo Common Stock for each share of Jacobs common stock held as of the record date, September 23, 2024 (the "Distribution"), and (iii) finally, Amentum Parent Holdings LLC merged with and into SpinCo, with SpinCo surviving the merger. Amentum Holdings, Inc., as the surviving entity of the Separation Transaction is now an independent public company with common stock listed on the New York Stock Exchange under the symbol “AMTM” (“Amentum”).In connection and in accordance with the terms of the Separation Transaction and prior to the Distribution and the Merger, Jacobs received a cash payment from SpinCo of approximately $911.0 million, after adjustments based on the estimated levels of cash, debt and working capital in the SpinCo Business as of the transaction date, and recorded estimated additional net working capital receivable amounts reflected in Receivables and Contract Assets in the Company's September 27, 2024 Consolidated Balance Sheet, subject to final settlement between the parties after the closing of the transaction and as set forth in the Agreement and Plan of Merger, dated as of November 20, 2023 (as amended, the “Merger Agreement"). Subsequent to the closing and upon final determination in March 2025, the parties determined that the Company was entitled to $70.0 million in final settlement of the post-closing working capital adjustment, resulting in a $24.0 million reduction from preliminary recorded receivable amounts, which was charged to Retained Earnings in the Company's Consolidated Balance Sheet. The $70.0 million final receivable balance was collected in full on April 10, 2025 and immediately utilized to pay down existing amounts owed on Company’s Revolving Credit Facility upon receipt.

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