Jacobs Solutions (J) 10-K risk factor changes: FY2019 vs FY2018

[removed: We] [added: *We] operate in a changing global environment that involves numerous known and unknown risks and uncertainties that could materially adversely affect our business, financial condition and results of operations.

If any such events actually occur, our business, financial condition and results of operations could be materially adversely [removed: affected.][added: affected.*]

[removed: Construction and maintenance] [added: Project] sites are inherently dangerous workplaces.

If we, the owner, or others working at the project site fail to maintain safe work sites, we can be exposed to significant financial losses and reputational harm, as well as civil and criminal [removed: liabilities.][added: liabilities.]

[removed: Construction and maintenance] [added: Project] sites often put our employees and others in close proximity with large pieces of mechanized equipment, moving vehicles, chemical and manufacturing processes and highly regulated materials, in a challenging environment and often in geographically remote locations.

If [removed: we] [added: we, or others working at such sites,] fail to implement such procedures or if the procedures we implement are ineffective, or if others working at the site fail to implement and follow appropriate safety procedures, our employees and others may become injured, disabled or even lose their lives, the completion or commencement of our projects may be delayed and we may be exposed to litigation or investigations.

Although we maintain functional groups whose primary purpose is to ensure we implement effective health, safety and environmental (“HSE”) work procedures throughout our organization, including [removed: construction] [added: project] sites and [added: maintenance sites, the failure to comply with such regulations could subject us to liability.]

Page [removed: 13][added: 31]

[removed: Demand] [added: Demand] for our services is cyclical as the sectors and industries in which our clients operate are impacted by economic downturns, reductions in government or private spending and times of political [removed: uncertainty.][added: uncertainty.]

We provide [removed: technical, professional, construction] [added: full spectrum technical] and [removed: O&M services] [added: professional solutions] to clients operating in a number of sectors and industries, including [removed: oil and gas exploration, production and refining;] programs for various national governments, including the U.S. federal government; [removed: chemicals and polymers; mining and minerals;] [added: aerospace; automotive;] pharmaceuticals and biotechnology; infrastructure; [added: environmental and nuclear;] buildings; [added: smart cities;] power; water; transportation; [added: telecom] and other general industrial and consumer businesses and [removed: markets (such as technology and manufacturing; pulp and paper; and food and consumer products).][added: sectors.]

[removed: Fluctuations] [added: Fluctuations] in commodity prices may affect our customers’ investment decisions and therefore subject us to risks of cancellation, delays in existing work, or changes in the timing and funding of new [removed: awards.][added: awards.]

Page [removed: 14][added: 32]

[removed: Our] [added: Our] project execution activities may result in liability for faulty [removed: services.][added: services.]

[removed: Our] [added: Our] continued success is dependent upon our ability to hire, retain, and utilize qualified [removed: personnel.][added: personnel.]

The success of our business is dependent upon our ability to hire, retain and utilize qualified personnel, including engineers, architects, designers, craft personnel and corporate [removed: management] [added: leadership] professionals who have the required experience and expertise at a reasonable cost.

Loss of the services of, or failure to recruit, qualified technical and [removed: management] [added: leadership] personnel could limit our ability to successfully complete existing projects and compete for new projects.

If an expected contract award is delayed or not received, we could incur costs resulting from excess staff, reductions in staff, or redundancy of facilities that could have a material adverse impact on our business, financial [removed: conditions] [added: condition] and results of operations.

[removed: If] [added: If] we do not have adequate indemnification for our nuclear services, it could adversely affect our [removed: business and] [added: business,] financial [removed: condition.][added: condition and results of operations.]

We offer similar services in other jurisdictions outside the U.S. For those jurisdictions, varying levels of nuclear liability protection is provided by international treaties, and/or domestic laws, such as the Nuclear Liability and Compensation Act of Canada and the Nuclear Installations Act of the United Kingdom, insurance and/or assets of the nuclear installation operators [added: (some of which are backed by governments) as well as under appropriate enforceable contractual indemnifications and hold-harmless provisions.]

Page [removed: 15][added: 33]

To the extent the PAA or other protections and indemnifications do not apply to our services, [removed: our business could be adversely affected because of] the cost of losses associated with liability not covered by the available protections and indemnifications, or by virtue of our loss of business because of these added [removed: costs.][added: costs could have a material adverse impact on our business, financial condition and results of operations.]

[removed: We] [added: We] engage in a highly competitive business.

If we are unable to compete effectively, we could lose market share and our business and results of operations could be negatively [removed: impacted.][added: impacted.]

We face intense competition to provide technical, professional and construction [added: management] services to clients.

Competition can place downward pressure on our contract prices and profit margins, which may force us to accept contractual terms and conditions that are less favorable to us, thereby increasing the risk that, among other things, we may not realize profit margins at the same rates as we have seen in the past or may [removed: become responsible for costs or other liabilities we have not accepted in the past.]

[removed: Our] [added: Our] results of operations depend on the award of new contracts and the timing of the performance of these [removed: contracts.][added: contracts.]

[removed: The] [added: The] outcome of pending and future claims and litigation could have a material adverse impact on our business, financial condition, and results of [removed: operations.][added: operations.]

We are a party to claims and litigation in the normal course of [removed: business.][added: business, including litigation inherited through acquisitions.]

In many of our contracts with clients, subcontractors and vendors, we agree to retain or assume potential liabilities for damages, penalties, losses and other exposures relating to projects [added: that could result in claims that greatly exceed the anticipated profits relating to those contracts.]

Page [removed: 16][added: 34]

With a workforce of approximately [removed: 80,000] [added: 52,000] people globally, we are also party to labor and employment claims in the normal course of business.

[removed: The] [added: The] nature of our contracts, particularly those that are fixed-price, subjects us to risks of cost overruns.

We may experience reduced profits or, in some cases, losses if costs increase above budgets or estimates or if the project experiences schedule [removed: delays.][added: delays.]

For fiscal [removed: 2018,] [added: 2019,] approximately 24% of our revenues were earned under fixed-price contracts.

Page [removed: 17][added: 35]

[removed: The] [added: The] contracts in our backlog may be adjusted, canceled or suspended by our clients and, therefore, our backlog is not necessarily indicative of our future revenues or earnings.

Additionally, even if fully performed, our backlog is not a good indicator of our future gross [removed: margins.][added: margins.]

As of the end of fiscal [removed: 2018,] [added: 2019,] our backlog totaled approximately [removed: $27.3] [added: $22.6] billion.

[removed: Contracts] [added: Contracts] with the U.S. federal government and other governments and their agencies pose additional risks relating to future funding and [removed: compliance.][added: compliance.]

Since government contracts represent a significant percentage of our revenues (for example, those with the U.S. federal government represented approximately [removed: 23%] [added: 27%] of our total revenue in fiscal [removed: 2018),] [added: 2019),] a significant reduction in government funding or the loss of such contracts could have a material adverse impact on our business, financial condition, and results of operations.

become responsible for costs or other liabilities we have not accepted in the past.

U.S. government shutdowns or any related under-staffing of the government departments or agencies that interact with our business could result in program cancellations, disruptions and/or stop work orders, could limit the government’s ability to effectively progress programs and make timely payments, and could limit our ability to perform on our existing U.S. government contracts and successfully compete for new work.

In addition, such tactics may also seek to cause payments due to or from the Company to be misdirected to fraudulent accounts, which may not be recoverable by the Company.

| • | Valuation of investment in Worley stock. |

Negotiations with labor unions and possible work actions could disrupt operations and increase labor costs and operating expenses.

A certain portion of our work force has entered into collective bargaining agreements which on occasion may require renegotiation.

The outcome of future negotiations relating to union representation or collective bargaining agreements may not be favorable to the Company in that they may increase our operating expenses and lower our net income as a result of higher wages or benefit expenses.

In addition, negotiations with unions could divert management attention and disrupt operations, which may adversely affect our results of operations.

If we are unable to negotiate acceptable collective bargaining agreements, we may have to address the threat of union-initiated work actions, including strikes.

Depending on the nature of the threat or the type and duration of any work action, these actions could have a material adverse impact on our business, financial condition and results of operations.

We rely on cash provided by operations and liquidity under our credit facilities to fund our business.

We are currently a borrower under several credit facilities.

These facilities all contain customary covenants restricting, among other things, our ability to incur certain liens and indebtedness.

We are also subject to certain financial covenants, including maintenance of a maximum consolidated leverage ratio.

A breach of any covenant or our inability to comply with the required financial ratios could result in a default under one or more of our credit facilities and limit our ability to do further borrowing.

Acquisitions and divestitures create various business risks and uncertainties during the pendency of the transaction.

Consummation of any merger or divestiture is subject to the satisfaction of customary conditions, including one or more of the following: (i) due diligence and its associated time and cost commitments, (ii) board and shareholder approval, (iii) regulatory approvals, (iv) the absence of any legal restraint that would prevent the consummation of the transaction, (v) the absence of material adverse conditions which can prevent the consummation of the transaction, and (vi) compliance with covenants and the accuracy of representations and warranties contained in the transaction agreement, among others.

One or more of these conditions may not be fulfilled and, accordingly, the transaction may not be consummated or may be significantly delayed.

In such case, our ongoing business, financial condition and results of operations may be materially adversely affected and the market price of our common stock may decline, particularly to the extent that the market price reflects a market assumption that the transaction will be consummated or will be consummated within a particular timeframe.

Furthermore, most transactions require the Company to incur substantial expense associated with closing and if the transaction is not consummated, we will incur these expenses without realizing the expected benefits.

The pursuit of the transaction will also require management attention and use of internal resources that would otherwise be focused on general business operations.

In addition, customers’ uncertainty about the effect of the transaction may have an adverse effect on the ability to win customer contracts, or could cause existing clients to seek to change existing business relationships.

Employee morale due to the uncertainties associated with the transaction could also be negatively affected.

Any of the foregoing, or other risks arising in connection with a failure or delay in consummating a transaction, including the diversion of management attention or loss of other opportunities during the pendency of the transaction, could have a material adverse effect on our business, financial condition and results of operations.

In addition, if we receive stock or other equity securities in connection with a sale or divestiture of a business, the value of such stock will fluctuate and/or be subject to trading restrictions.

In addition, if the stock received is valued in a currency other than U.S. dollars, the value of such stock will also fluctuate based on foreign currency rates.

For example, in connection with the ECR sale, the Company received 58.2 million ordinary shares of Worley as a portion of the purchase price.

Approximately 51.3 million of such shares are subject to a lock-up period that expires in December 2019.

The value of such shares will fluctuate based on the trading price of the Worley shares on the Australian Securities Exchange and the exchange rate of the Australian dollar.

| | |

| --- | --- |

maintenance sites, the failure to comply with such regulations could subject us to liability.

(some of which are backed by governments) as well as under appropriate enforceable contractual indemnifications and hold-harmless provisions.

For example, with respect to our construction, operations and maintenance services, clients generally award large projects to large contractors, which may give our larger competitors an advantage when bidding for these projects.

Conversely, with respect to our engineering, design, architectural and consulting services, low barriers of entry can result in competition with smaller, newer competitors.

that could result in claims that greatly exceed the anticipated profits relating to those contracts.

If we are unable to hire

amounts that exceed available insurance.

If we fail to

there is currency risk exposure that is not naturally mitigated via our contracts.

indemnitors may not have the ability to financially support the indemnity, or the insurance coverage may be unavailable or insufficient to cover all losses.

We have identified a material weakness in our internal control over financial reporting which, if not timely remediated, may adversely affect the accuracy and reliability of our financial statements, and our reputation, business and the price of our common stock, as well as lead to a loss of investor confidence in us.

As described under Item 9A.

“Controls and Procedures” below, management has concluded that a material weakness in our internal control over financial reporting, specifically regarding the accounting for income taxes in connection with the CH2M business combination, existed as of September 28, 2018 and, accordingly, internal control over financial reporting and our disclosure controls and procedures were not effective as of such date.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

We will take immediate action to remediate this material weakness.

While we believe the steps described under Item 9A below will improve the effectiveness of our internal control over financial reporting and remediate the identified deficiencies, if our remediation efforts are insufficient to address the material weakness or we identify additional material weaknesses in our internal control over financial reporting in the future, our ability to analyze, record and report financial information accurately, to prepare our financial statements within the time periods specified by the rules and forms of the SEC and to otherwise comply with our reporting obligations under the federal securities laws and our long-term debt agreements will likely be adversely affected.

The occurrence of, or failure to remediate, this material weakness and any future material weaknesses in our internal control over financial reporting may adversely affect the accuracy and reliability of our financial statements and have other consequences that could materially and adversely affect our business, including an adverse impact on the market price of our common stock, potential actions or investigations by the SEC or other regulatory authorities, possible defaults under our debt agreements, shareholder lawsuits, a loss of investor confidence and damage to our reputation.

services; increased labor and material costs in areas resulting from weather-related damage and subsequent increased demand for labor and materials for repairing and rebuilding; inability to deliver materials, equipment and personnel to job sites in accordance with contract schedules; and loss of productivity.

Risks Relating to the Sale of Our ECR Business

If the sale of our ECR business to WorleyParsons Limited is not completed, we will have incurred substantial expenses without our stockholders realizing the expected benefits.

On October 21, 2018, we entered into a Stock and Asset Purchase Agreement (the “Purchase Agreement”) with WorleyParsons Limited, a company incorporated in Australia (“Buyer”), pursuant to which, subject to the satisfaction or waiver of the conditions therein, we will sell and assign to Buyer our energy, chemicals and resources businesses (the “ECR Business”).

Completion of the transaction is subject to closing conditions including, but not limited to, various regulatory approvals.

We currently expect that the transaction will be completed during the first half of calendar 2019.

It is possible, however, that factors outside of our control including, but not limited to, Buyer’s ability to secure the financing it needs to complete the transaction, could require the parties to complete the transaction at a later time, or not to complete the transaction at all.

In the event that the transaction is not consummated for any reason, we will be subject to certain risks, including the costs related to the transaction, such as legal, accounting and advisory fees, which must be paid even if the transaction is not completed.

If the transaction is not consummated, the market price of our common stock could decline.

We also could be subject to litigation related to any failure to complete the transaction or related to any enforcement proceeding commenced against us to perform our obligations under the Purchase Agreement.

Additionally, if the transaction is not consummated, there may not be an alternative party interested in and able to purchase the ECR Business and if an alternative party is identified, such alternative transaction may not result in a comparable aggregate purchase price to what is proposed in this transaction.

We will be subject to business uncertainties and contractual restrictions while the transaction is pending.

The pursuit of the transaction and the preparation for the integration of the related assets with Buyer may place a significant burden on management and internal resources.

Additionally, our continued success depends, in part, upon our ability to retain the talents and dedication of our employees and employees may decide not to remain with us while the transaction is pending.

Any significant diversion of management and employee attention away from ongoing business, loss of employees and difficulties encountered in the transition and integration process could affect our financial results.

In addition, the Purchase Agreement generally requires that we operate the ECR Business in theordinary course of business and restricts us from taking certain actions, including selling any assets of the ECR Business, prior to the consummation of the transaction or termination of the Purchase Agreement without Buyer’s consent.

These restrictions may prevent us from pursuing attractive business opportunities that may arise prior to the completion of the transaction.

Additionally, as a result of these business uncertainties, our current and potential business partners may decide to delay, defer or cancel entering into new business arrangements with us pending completion or termination of the transaction.

Regulatory approvals, including antitrust approval, necessary for closing the Purchase Agreement may not be received, may take longer than expected or impose conditions that are not presently anticipated.

Before the transaction may be completed, certain approvals or consents must be obtained from the various regulatory authorities in the United States and in certain foreign jurisdictions in which the ECR Business operates, including the expiration or termination of the waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the approvals required pursuant to or in connection with the competition laws of certain foreign jurisdictions in which the ECR Business operates and the receipt of approval from the Committee on Foreign Investment in the United States (“CFIUS”).

There can be no assurance as to whether regulatory approvals will be received or the timing of the approvals.

Buyer is only required to take commercially reasonable efforts to assist us in obtaining regulatory approvals of the transaction.

Under the Purchase Agreement, we will be responsible for indemnifying Buyer with respect to certain liabilities in a manner that could have a material adverse effect on our financial condition.

[removed: Critical] [added: Critical] Accounting Policies and [removed: Estimates][added: Estimates]

In order to better understand the changes that occur to key elements of our financial condition, results of operations and cash flows, a reader of this Management’s Discussion and Analysis of Financial Condition and Results [removed: of Operations (“MD&A”) should be aware of the critical accounting policies we apply in preparing our consolidated financial statements.]

The preparation of our consolidated financial statements and the financial statements of any business performing long-term [added: professional services,] engineering and construction-type contracts requires management to make certain estimates and judgments that affect both the entity’s results of operations and the carrying values of its assets and liabilities.

Although our significant accounting policies are described in Note 2 - [removed: Significant] [added: *Significant] Accounting [removed: Policies] [added: Policies*] of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K, the following discussion is intended to highlight and describe those accounting policies that are especially critical to the preparation of our consolidated financial statements.

Page [removed: 34][added: 52]

Pre-contract costs are [removed: generally] expensed as [removed: incurred,] [added: incurred] unless they are [removed: directly associated with an anticipated contract and recoverability] [added: expected to be recovered] from [removed: that contract is probable.][added: the client.]

The [added: Company recognizes revenue using the] percentage-of-completion [removed: method of accounting is applied by comparing] [added: method, based primarily on] contract costs incurred to date [added: compared] to [removed: the] total estimated [removed: costs at completion.][added: contract costs.]

[removed: When] [added: On those projects where] we are [removed: directly responsible] [added: acting as principal] for [removed: subcontractor] [added: subcontract] labor or third-party materials and equipment, we reflect the [removed: costs] [added: amounts] of such items in both revenues and costs (and we refer to such costs as [removed: “pass-through” costs).][added: “pass-through costs”).]

[removed: Joint Ventures -] As is common to the industry, we execute certain contracts jointly with third parties through various forms of joint ventures.

See Note [removed: 15- Contractual] [added: 17- *Contractual] Guarantees, Litigation, Investigations and [removed: Insurance] [added: Insurance*] for further discussion.

Page [removed: 35][added: 53]

[removed: Share-Based Payments \-] We measure the value of services received from employees and directors in exchange for an award of an equity instrument based on the grant-date fair value of the award.

The computed value is recognized as a non-cash cost on a straight-line basis over the period the individual provides services, which is typically the vesting period of the award [removed: (with] [added: with] the exception of [added: the value of] awards containing an internal performance [removed: measure] [added: measure, such as EPS growth and ROIC,] which [removed: are] [added: is] recognized on a straight-line basis over the vesting period subject to the probability of meeting the performance requirements and adjusted for the number of shares expected to be [removed: earned).][added: earned.]

[removed: Accounting for Pension Plans \-] The accounting for pension plans requires the use of assumptions and estimates in order to calculate periodic pension cost and the value of the plans’ assets and liabilities.

The actuarial assumptions used in determining the funded statuses of the plans are provided in Note [removed: 10] [added: 12] - [removed: Pension] [added: *Pension] and Other Postretirement Benefit [removed: Plans] [added: Plans*] of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.

The expected rates of return on plan assets [removed: for fiscal 2019] range from [removed: 2.9%] [added: 2.3%] to 7.5% [removed: and were 3.5% to 8.5%] for fiscal [removed: 2018.][added: 2019 and fiscal 2020.]

The discount rates used to compute plan liabilities [removed: were changed from a range of 1.3% to 7.0% in fiscal 2017 to] [added: remained consistent year over year with] a range of 1.3% to 8.1% in [added: both] fiscal [removed: 2018.][added: 2018 and 2019.]

For example, if the discount rate used to value the net pension benefit obligation (“PBO”) at September [removed: 28, 2018,] [added: 27, 2019] was higher by 0.5%, the PBO would have been lower at that date by approximately [removed: $180.2] [added: $197.6] million for non-U.S. plans, and by approximately [removed: $21.9] [added: $22.5] million for U.S. plans.

If the expected return on plan assets was higher by 1.0%, the net periodic pension cost for fiscal [removed: 2018] [added: 2019] would be lower by approximately [removed: $18.7] [added: $19.0] million for non-U.S. plans, and by approximately [removed: $3.7] [added: $3.6] million for U.S. plans.

[removed: Contractual Guarantees, Litigation, Investigations, and Insurance \-] In the normal course of business, we make contractual commitments, some of which are supported by separate guarantees; and on occasion we are a party in a litigation or arbitration proceeding.

The litigation in which we are involved [added: primarily] includes personal injury claims, professional liability claims, and breach of contract claims.

Furthermore, our income, franchise, and similar tax returns and filings are also subject to audit and investigation by the Internal Revenue Service, most states within the [removed: U.S.,] [added: United States,] as well as by various government agencies representing jurisdictions outside the [removed: U.S.][added: United States.]

Page [removed: 36][added: 54]

[removed: Testing Goodwill for Possible Impairment \-] The goodwill carried on our Consolidated Balance Sheets is tested annually for possible impairment, and on an interim basis if indicators of possible impairment exist.

The Company performs the annual goodwill impairment test for the reporting units at the [removed: end] [added: beginning] of the [removed: third] [added: fourth] quarter of [removed: our] [added: its] fiscal year.

[removed: Restructuring] [added: Restructuring] and Other [removed: Charges][added: Charges]

Page [removed: 37][added: 55]

| | [removed: September] [added: September] 28, [removed: 2018] [added: 2018] | | | | [removed: September 29, 2017] [added: %] | | | [added: September 29, 2017] | [removed: September 30, 2016] | | | [added: % | |]

Page [removed: 38][added: 56]

[removed: JACOBS] [added: JACOBS] ENGINEERING GROUP INC. AND [removed: SUBSIDIARIES][added: SUBSIDIARIES]

[removed: CONSOLIDATED] [added: CONSOLIDATED] STATEMENTS OF [removed: EARNINGS][added: EARNINGS]

[removed: For] [added: For] the Fiscal Years [removed: Ended September] [added: Ended September 27, 2019, September] 28, [removed: 2018, September] [added: 2018 and September] 29, [removed: 2017 and September 30, 2016][added: 2017]

[removed: (In] [added: *(In] thousands, except per share [removed: information)][added: information)*]

| Interest income | [removed: 8,984] [added: 9,487] | | | | [removed: 8,748] [added: 8,984] | | | | [removed: 7,848] [added: 8,748] | | |

| Interest expense | [removed: (76,760] [added: (83,847] | | ) | | [removed: (12,035] [added: (76,760] | | ) | | [removed: (15,260] [added: (12,035] | | ) |

| Miscellaneous income (expense), net | [removed: (4,523] [added: 20,468] | | [removed: )] | | [removed: (6,645] [added: 11,314] | | [removed: )] | | [removed: (3,053] [added: 2,299] | | [removed: )] |

| Total other (expense) income, net | [removed: (93,266] [added: (53,892] | | ) | | [removed: 948] [added: (56,462] | | [added: )] | | [removed: (51,875] [added: (988] | | ) |

| Net Earnings of the Group | [removed: 173,142] [added: 873,219] | | | | [removed: 287,375] [added: 173,142] | | | | [removed: 214,515] [added: 287,375] | | |

| Net (Earnings) Loss Attributable to Noncontrolling Interests [added: from Continuing Operations] | [removed: (9,711] [added: (23,045] | | ) | | [removed: 6,352] [added: (9,534] | | [added: )] | | [removed: (4,052] [added: 116] | | [removed: )] |

| Net Earnings Attributable to Jacobs | $ | [removed: 163,431] [added: 847,979] | | | $ | [removed: 293,727] [added: 163,431] | | | $ | [removed: 210,463] [added: 293,727] | |

of Operations (“MD&A”) should be aware of the critical accounting policies we apply in preparing our consolidated financial statements.

Revenue Accounting for Contracts

*Engineering, Procurement & Construction Contracts and Service Contracts*

On September 29, 2018, the Company adopted ASC Topic 606, *Revenue from Contracts with Customers,* including the subsequent ASUs that amended and clarified the related guidance.

The Company recognizes engineering, procurement, and construction contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer.

Upon adoption of ASC Topic 606, contracts which include engineering, procurement and construction services are generally accounted for as a single deliverable (a single performance obligation) and are no longer segmented between types of services.

In some instances, the Company’s services associated with a construction activity are limited only to specific tasks such as customer support, consulting or supervisory services.

In these instances, the services are typically identified as separate performance obligations.

Estimated contract costs include the Company’s latest estimates using judgments with respect to labor hours and costs, materials, and subcontractor costs.

The percentage-of-completion method (an input method) is the most representative depiction of the Company’s performance because it directly measures the value of the services transferred to the customer.

Subcontractor materials, labor and equipment and, in certain cases, customer-furnished materials and labor and equipment are included in revenue and cost of revenue when management believes that the company is acting as a principal rather than as an agent (e.g., the company integrates the materials, labor and equipment into the deliverables promised to the customer or is otherwise primarily responsible for fulfillment and acceptability of the materials, labor and/or equipment).

The Company recognizes revenue, but not profit, on certain uninstalled materials that are not specifically produced, fabricated, or constructed for a project.

Revenue on these uninstalled materials is recognized when control is transferred.

Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level.

Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance obligation being transferred to the client.

Under the typical payment terms of our engineering, procurement and construction contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms at periodic intervals (e.g., biweekly or monthly) and customer payments on are typically due within 30 to 60 days of billing, depending on the contract.

For service contracts, the Company recognizes revenue over time using the cost-to-cost percentage-of-completion method.

Service contracts that include multiple performance obligations are segmented between types of services.

For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract.

In some instances where the Company is standing ready to provide services, the Company recognizes revenue ratably over the service period.

Under the typical payment terms of our service contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, and customer payments are typically due within 30 to 60 days of billing, depending on the contract.

Direct costs of contracts include all costs incurred in connection with and directly for the benefit of client contracts, including depreciation and amortization relating to assets used in providing the services required by the related projects.

The level of direct costs of contracts may fluctuate between reporting periods due to a variety of factors, including the amount of pass-through costs we incur during a period.

*Variable Consideration*

The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders; awards and incentive fees; and liquidated damages and penalties.

The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

The Company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount.

Factors considered in determining whether revenue associated with claims (including change orders in dispute and unapproved change orders in regard to both scope and price) should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable.

If the requirements for recognizing revenue for claims or unapproved change orders are met, revenue is recorded only when the costs associated with the claims or unapproved change orders have been incurred and only up to the amount of cost incurred.

Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable and the amounts can be reliably estimated.

Disputed back charges are recognized when the same requirements described above for claims accounting have been satisfied.

The Company generally provides limited warranties for work performed under its engineering and construction contracts.

The warranty periods typically extend for a limited duration following substantial completion of the Company’s work on the project.

Historically, warranty claims have not resulted in material costs incurred for which the Company was not compensated for by the customer.

*Practical Expedient*

If the Company has a right to consideration from a customer in an amount that corresponds directly with the value of the Company’s performance completed to date (a service contract in which the company bills a fixed amount for each hour of service provided), the Company recognizes revenue in the amount to which it has a right to invoice for services performed.

The Company does not adjust the contract price for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a service to a customer and when the customer pays for that service will be one year or less.

Joint Ventures and VIEs

The Company is unable to estimate the maximum potential amount of future payments that we could be required to make under outstanding performance guarantees related to joint venture projects due to a number of factors, including but not limited to, the nature and extent of any contractual defaults by our joint venture partners, resource availability, potential performance delays caused by the defaults, the location of the projects, and the terms of the related contracts.

Share-Based Payments

Revenue Accounting for Contracts \- We recognize revenue earned on our technical professional and field services projects under the percentage-of-completion method described in ASC 605-35, Construction-Type and Production-Type Contracts.

In general, we recognize revenues at the time we provide services.

Contracts are generally segmented between types of services, such as engineering and construction, and accordingly, gross margin related to each activity is recognized as those separate services are rendered.

For multiple contracts with a single customer we account for each contract separately.

Contract losses are provided for in their entirety in the period they become known, without regard to the percentage-of-completion.

Unapproved change orders are included in the contract price to the extent it is probable that such change orders will result in additional contract revenue and the amount of such additional revenue can be reliably estimated.

Claims meeting these recognition criteria are included in revenues only to the extent of the related costs incurred.

Certain cost-reimbursable contracts include incentive-fee arrangements.

These incentive fees can be based on a variety of factors but the most common are the achievement of target completion dates, target costs, and/or other performance criteria.

Failure to meet these targets can result in unrealized incentive fees.

We recognize incentive fees based on expected results using the percentage-of-completion method of accounting.

As the contract progresses and more information becomes available, the estimate of the anticipated incentive fee that will be earned is revised as necessary.

We bill incentive fees based on the terms and conditions of the individual contracts.

In certain situations, we are allowed to bill a portion of the incentive fees over the performance period of the contract.

In other situations, we are allowed to bill incentive fees only after the target criterion has been achieved.

Incentive fees which have been recognized but not billed are included in receivables in the accompanying Consolidated Balance Sheets.

Certain cost-reimbursable contracts with government customers as well as certain commercial clients provide that contract costs are subject to audit and adjustment.

In this situation, revenues are recorded at the time services are performed based upon the amounts we expect to realize upon completion of the contracts.

In those situations where an audit indicates that we may have billed a client for costs not allowable under the terms of the contract, we estimate the amount of such nonbillable costs and adjust our revenues accordingly.

On those projects where the client elects to pay for such items directly and we have no associated responsibility for such items, these amounts are not reflected in either revenues or costs.

In most cases, we are the defendant.

However, during the quarter ended September 28, 2018, the Company voluntarily changed the date of its annual goodwill and indefinite-lived intangible asset impairment testing from the last day of the fiscal third quarter to the first day of the fourth quarter.

This voluntary change is expected to result in better alignment of the Company's annual impairment test with the Company’s strategic planning and forecasting process.

The voluntary change in accounting principle related to the annual testing date will not delay, accelerate or avoid an impairment charge.

It would be impracticable to apply this change retrospectively because retrospective application would require reliance on significant estimates and assumptions with the use of hindsight.

Accordingly, this change will only be applied prospectively.

Additionally, during the second quarter of fiscal 2018, we reorganized our operating and reporting structure around three global lines of business (“LOBs”), which also serve as the Company’s operating segments: (i) Aerospace, Technology, Environmental and Nuclear, (ii) Buildings, Infrastructure and Advanced Facilities, and (iii) Energy, Chemicals and Resources.

This reorganization occurred in conjunction with the integration of CH2M into the Company's legacy businesses, and was intended to better serve our global clients, leverage our workforce, help streamline operations, and provide enhanced growth opportunities.

The Company’s LOB leadership and internal reporting structures report to the Chief Executive Officer, who is also the Chief Operating Decision Maker (“CODM”), and enable the CODM to evaluate the performance of each of these segments and make appropriate resource allocations among 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.

The fair values for each reporting unit exceeded the respective book values ranging from 31% to 132%.

During the fourth fiscal quarter of 2017, the Company implemented certain restructuring and pre-integration plans associated with the closing of its acquisition of CH2M, which occurred on December 15, 2017.

The restructuring activities and related costs under these plans were comprised mainly of severance and lease abandonment programs, while the pre-integration activities and costs were mainly related to the engagement of consulting services and internal personnel and other related costs dedicated to the Company’s acquisition integration management efforts.

Following the closing of the CH2M acquisition, these activities have continued into fiscal 2018 and include restructuring activities amounting to approximately $101.7 million in pre-tax charges during the year ended September 28, 2018.

Combined with $89.2 million in integration activities for the same period, the total cost of these restructuring and integration activities approximated

$190.8 million for the year ended September 28, 2018.

These activities are expected to continue through fiscal 2019.

These activities are not expected to involve the exit of any service types or client end-markets.

Also during fiscal 2018 the Company disposed of its investment in Guimar in order to resolve potential conflicts arising from the CH2M acquisition, which resulted in a loss as discussed below.

During the second fiscal quarter of 2017, the Company entered into strategic business restructuring activities associated with realignment of its Europe, United Kingdom ("U.K.") and Middle East regional operations in our BIAF segment.

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

Please see the Note [removed: 9- Borrowings] [added: 10- *Borrowings*] in Notes to Consolidated Financial Statements beginning on Page F-1 of this Annual report on Form 10-K, which is incorporated herein by reference, for a discussion of the [removed: Revolving] [added: New] Credit [removed: Facility,] [added: Agreement,] Term Loan Facility and Note Purchase Agreement.

Our Term Loan Facility, [removed: Revolving] [added: New] Credit [removed: Facility,] [added: Agreement] and certain other debt obligations are subject to variable rate interest which could be adversely affected by an increase in interest rates.

As of September [removed: 28, 2018,] [added: 27, 2019,] we had an aggregate of [removed: $1.65 billion] [added: $703.8 million] in outstanding borrowings under our Term Loan Facility and our [removed: Revolving] [added: New] Credit [removed: Facility.][added: Agreement.]

Interest on amounts borrowed under these agreements is subject to adjustment based on the Company’s Consolidated Leverage Ratio (as defined in the credit agreements governing the Term Loan Facility and [removed: Revolving] [added: New] Credit [removed: Facility).][added: Agreement).]

Depending on the Company’s Consolidated Leverage Ratio, borrowings under the Term Loan Facility [added: bear interest at a Eurocurrency rate plus a margin of between 1.0%] and [removed: Revolving] [added: 1.5% or a base rate plus a margin of between 0% and 0.5% and borrowings under the New] Credit [removed: Facility] [added: Agreement] bear interest at a Eurocurrency rate plus a margin of between [removed: 1.0%] [added: 0.875%] and 1.5% or a base rate plus a margin of between 0% and 0.5%.

For the year ended September [removed: 28, 2018,] [added: 27, 2019,] our weighted average floating rate borrowings were approximately [removed: $2.0] [added: $1.6] billion.

If floating interest rates had increased by 1.00%, our interest expense for the year ended September [removed: 28, 2018] [added: 27, 2019] would have increased by approximately [removed: $20.4] [added: $16.6] million.

[removed: Foreign] [added: Foreign] Currency [removed: Risk][added: Risk]

We follow the provisions of ASC No. 815, [removed: Derivatives] [added: *Derivatives] and [removed: Hedging] [added: Hedging*] in accounting for our derivative contracts.

Page 61

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[removed: - People are] [added: We put people at] the heart of our [removed: business;][added: business.]

[added: Consistent with our profitable growth strategy,] Jacobs pursues acquisitions, divestitures and other transactions to [removed: drive] [added: maximize] long-term value [removed: and profitable growth] by [removed: positioning us in the most attractive sectors and geographies.][added: continuing to reshape its portfolio to higher value solutions.]

| • | On August 31, 2017, we acquired Blue Canopy, LLC [removed: headquartered in Reston, Virginia. Blue Canopy provides] [added: a provider of] data analytics, cybersecurity and application [removed: development.] [added: development solutions.] |

| • | On January 27, 2017, we acquired Aquenta Consulting Pty Ltd. [removed: (“Aquenta”) headquartered in Sydney, Australia.] [added: (“Aquenta”).] Aquenta provides integrated [removed: project services.] [added: consulting services for infrastructure related sectors.] |

For additional information regarding certain issues related to our acquisition strategy, please refer to Item 1A- [removed: Risk Factors] [added: *Risk Factors*] below.

[removed: Lines] [added: Lines] of [removed: Business][added: Business]

[removed: As discussed above, the] [added: The] services we provide fall into the following [removed: three] [added: two] lines of business [removed: (“LOB”): (i) Aerospace, Technology, Environmental and Nuclear, (ii) Buildings, Infrastructure, and Advanced Facilities and (iii) Energy, Chemicals] [added: (LOB): Critical Mission Solutions (CMS)] and [removed: Resources] [added: People & Places Solutions (PPS)] which are also the Company’s reportable segments.

For additional information regarding our segments, including information about our financial results by segment and financial results by geography, see Note [removed: 17] [added: 19] - [removed: Segment Information] [added: *Segment Information*] of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.

[removed: Long-term] [added: Our representative] clients include the [removed: Ministry of Defence in the U.K., the U.K. Nuclear Decommissioning Authority, NASA, the] U.S. Department of [removed: Energy ("DoE"), the U.S. Department of] Defense [removed: (“DoD”),] [added: (DoD),] the U.S. Special Operations Command [removed: ("USSOCOM"),] [added: (USSOCOM),] the U.S. Intelligence [removed: community] [added: Community, NASA, the U.S. Department of Energy (DoE), Ministry of Defence in the U.K., the U.K. Nuclear Decommissioning Authority (NDA),] and the Australian Department of [removed: Defence.][added: Defence, as well as private sector customers mainly in the automotive and telecom sectors.]

Our [removed: representative] clients include [removed: national] [added: national, state and local] government [removed: departments/agencies] in the U.S., Europe, U.K., [removed: Australia] [added: Middle East, Australia, New Zealand] and Asia, [removed: state and local departments of transportation within] [added: as well as] the [removed: U.S. and] private [removed: industry firms.][added: sector throughout the world.]

[removed: Energy,] [added: Energy,] Chemicals and Resources [removed: (ECR)][added: (ECR)]

[removed: We serve] [added: Prior to] the [added: sale, the ECR business served the] energy, chemicals and resources sectors, including upstream, midstream and downstream oil, gas, refining, chemicals and mining and minerals industries.

[removed: We provide] [added: The ECR business provided] integrated delivery of complex projects for our Oil and Gas, [removed: Refining] [added: Refining,] and Petrochemicals clients.

Bridging the upstream, midstream and downstream industries, [removed: our] [added: ECR's] services [removed: encompass] [added: encompassed] consulting, engineering, procurement, construction, maintenance and project management.

| [removed: | | September 28, 2018 | | | | September 29, 2017 | |] [added: 2019] | | [removed: September 30, 2016] [added: 2018] | | [added: 2017] |

[removed: Significant Customers][added: Significant Customers]

The following table sets forth the percentage of total revenues earned directly or indirectly from agencies of the U.S. federal government for each of the last [removed: five] [added: three] fiscal years:

Approximately [removed: 94%] [added: 71%] of revenue derived directly from the U.S. federal government is in the [removed: ATEN] [added: CMS] segment.

For more information on risks relating to our government contracts, see Item 1A - [removed: Risk Factors.][added: *Risk Factors.*]

[removed: Financial] [added: Financial] Information About Geographic [removed: Areas][added: Areas]

Selected financial information regarding the geographic areas in which we operate is included in Note [removed: 17] [added: 19] - [removed: Segment Information] [added: *Segment Information*] of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K and is incorporated herein by reference.

For fiscal [removed: 2018,] [added: 2019,] approximately [removed: 36%] [added: 29%] of our revenues were earned from clients outside the United States.

Our international operations are subject to a variety of risks, which are described under Item 1A - [removed: Risk Factors] [added: *Risk Factors*] below.

[removed: Contracts][added: Contracts]

The following table sets forth the percentages of total revenues represented by these types of contracts for each of the last [removed: five] [added: three] fiscal years:

| Cost-reimbursable | 76% | | [removed: 81% | | 82% | | 83%] [added: 74%] | | [removed: 83%] [added: 76%] |

| Fixed-price | 24% | | [removed: 19% | | 18% | | 17%] [added: 26%] | | [removed: 17%] [added: 24%] |

In accordance with industry practice, most of our contracts (including those with the U.S. federal government) are subject to termination at the discretion of the client, which is discussed in greater detail in [removed: Item] [added: *Item] 1A - Risk [removed: Factors.][added: Factors*.]

[removed: Cost-Reimbursable Contracts][added: Cost-Reimbursable Contracts]

[removed: Fixed-Price Contracts][added: Fixed-Price Contracts]

Under lump sum bid contracts, we typically bid against [removed: other contractors] [added: competitors] based on client-furnished specifications.

[added: Thus,] although both types of contracts involve a firm price for the client, the lump sum bid contract provides the greater degree of risk to [removed: us.][added: us in our services contracts as well as construction.]

In recent years, most of our fixed-price work has been either negotiated fixed-price contracts or lump sum bid contracts for [added: design and/or] project services, rather than turnkey construction.

[removed: Competition][added: Competition]

We compete based on the following factors, among others: [removed: price of services,] technical capabilities, reputation for quality, [added: price of services,] safety record, availability of qualified personnel, [added: and] ability to timely perform work and [removed: willingness to accept project-related risk.][added: contract terms.]

[removed: Employees][added: Employees]

At September [removed: 28, 2018,] [added: 27, 2019,] we had approximately [removed: 74,400] [added: 48,000] full-time, staff employees (including contract staff).

Additionally, as of September [removed: 28, 2018,] [added: 27, 2019,] there were approximately [removed: 6,400] [added: 4,000] persons employed in the field on a project basis.

[removed: Executive] [added: Executive] Officers of the [removed: Registrant][added: Registrant]

| Steven J. Demetriou | | [removed: 60] [added: 61] | | | [removed: Chairman] [added: Chair] and Chief Executive Officer | | 2015 |

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.

Leveraging a talent force of approximately 52,000, Jacobs provides a full spectrum of professional services including consulting, technical, scientific and project delivery for the government and private sector.

The Company’s deep global domain knowledge - applied together with the latest advances in technology - are why customers large and small choose to partner with Jacobs.

We operate in two lines of business: Critical Mission Solutions (formerly Aerospace, Technology and Nuclear) and People & Places Solutions (formerly Buildings, Infrastructure and Advanced Facilities).

These new names better reflect outcome-focused solutions for our customers and the changes have no impact on reported financial statements, line of business leadership or customer relationships.

After spending three years transforming our portfolio and setting the foundation to get us where we are today, we launched a three-year accelerated profitable growth strategy at our Investor Day in February 2019, focused on innovation and continued transformation to build upon our position as the leading solutions provider for our clients.

This transformation included the $3.2 billion acquisition of CH2M and the $3.4 billion divestiture of the Company's energy, chemicals and resources business.

Our acquisitions of KeyW and Wood Group’s nuclear business further position us as a leader in high-value government services and technology-enabled solutions, enhancing our portfolio by adding intellectual property-driven technology with unique proprietary C5ISR (command, control, communications, computer, combat systems, intelligence, surveillance and reconnaissance) rapid solutions, and amplifying Jacobs’ position as a Tier-1 global nuclear services provider.

We have turned the course of Jacobs’ future and are now focused on broadening our leadership in high growth sectors.

As part of our strategy, our new brand was created from an understanding of where we’ve been, what’s true to our culture and our strategy going forward.

Central to it is our new tagline: Challenging today.

Reinventing tomorrow.

Signaling our transition from an engineering and construction company to a global technology-forward solutions company, we have a new look, and we plan to change our name to Jacobs Solutions Inc.


Technology and Consulting includes cybersecurity, data analytics, software application development, enterprise and mission IT, systems integration and other highly technical consulting solutions within Critical Mission Solutions (CMS) and data analytics, artificial intelligence and automation, software development as well as digitally-driven consulting, planning, architecture and program management within People & Places Solutions (PPS).

Project Delivery Services includes construction services for wind-tunnel design-build and construction services for progressive design-build for water and construction management at-risk.

We believe these project delivery services are lower risk than typical lump-sum type construction contracting.

Pass-through Revenue includes PPS procurement activities and revenue where we are acting as principal for subcontract labor or third-party materials and equipment, and are consequently reflected in both revenues and costs.

Challenging today.

Reinventing tomorrow

Our values continue to guide our behaviors, relationships and outcomes - allowing us to act as one company and unify us worldwide when interacting with our clients, employees, communities and shareholders.

| • | We do things right. We always act with integrity - taking responsibility for our work, caring for our people and staying focused on safety and sustainability. We make investments in our clients, people and communities, so we can grow together. |

| • | We challenge the accepted. We know that to create a better future, we must ask the difficult questions. We always stay curious and are not afraid to try new things. |

| • | We aim higher. We do not settle - always looking beyond to raise the bar and deliver with excellence. We are committed to our clients by bringing innovative solutions that lead to profitable growth and shared success. |

| • | We live inclusion. We put people at the heart of our business. We have an unparalleled focus on inclusion, with a diverse team of visionaries, thinkers and doers. We embrace all perspectives, collaborating to make a positive impact. |

Our three-pillar strategy is based on the foundation of these values, as we drive to become the employer of choice, deliver connected and sustainable solutions, and leverage technology-enabled execution.


We do things right

We always act with integrity - taking responsibility for our work, caring for our people and staying focused on safety and sustainability.

We make investments in our clients, people and communities, so we can grow together.

From the way we operate our business, to the work we perform with clients and other organizations, we continue to look at ways we can make a positive environmental, societal and economic difference for businesses, governments and communities around the world.

As we face some of the world’s toughest challenges, including clean water, affordable energy, connectivity, resilient environments, climate change, environmental pollution and economic growth, our people are discovering better ways to create an enduring legacy.


PlanBeyondSM is our approach to sustainability - planning beyond today for a more sustainable future for everyone.

For us, this means social and economic progress while protecting our environment and improving resilience.


Conducting our business with integrity

Jacobs' ethics and Code of Conduct are rooted in our values and provide the standards and support to help us successfully navigate issues, make the right decisions and conduct our business with the integrity that reflects our heritage and ethical reputation.

Our culture of caring

Every day, our people step into offices and onto job sites ready for another day's work.

General Background Information

We are one of the largest technical professional services firms in the world.

We provide a diverse range of technical, professional and construction services to a large number of industrial, commercial and governmental clients.

We focus our services on clients operating in the following sectors:

| • | Water; |

| • | Environmental; |

| • | Transportation; |

| • | Programs for various national governments, including aerospace, defense and nuclear programs; |

| • | Buildings and advanced facilities (including specialized building for clients operating in the fields of healthcare, education and high technology, governmental complexes, other specialized civic and mission critical buildings, installations and laboratories and retail and commercial buildings); |

| • | Infrastructure and telecommunications; |

| • | Food and consumer products; |

| • | Technology and manufacturing; |

| • | Power; |

| • | Pulp and paper; |

| • | Oil and gas exploration, production and refining; and |

| • | Chemicals and polymers, among others. |

We are headquartered in Dallas, Texas, USA and provide our services through more than 200 offices located around the globe in North America, South America, Europe, the Middle East, India, Australia, Africa and Asia.

How We Operate

As a broad-based technical professional services firm, we offer a range of services to help our clients maintain a competitive edge in their respective markets.

From consulting and feasibility studies to design, engineering, construction, start-up and commissioning and then to operations and maintenance, we customize our services to meet business and project goals.

Our

global network of professionals work with a multi-office approach in an effort to provide clients with the best, most economical project or program solutions.

We strive to provide client value through continuous improvement in our performance.

We regularly monitor our clients' expectations, our project delivery protocols and system, and our operational performance.

Tools such as our Jacobs Value Enhancing Practices, Global Standard Operating Procedures, project reviews, the Jacobs System to Ensure Project Success ("JSTEPS") and Safe Plans of Action ("SPAs") provide added value to our clients' projects.

They also allow us to create performance improvement actions during the project execution.

Through continuous improvement, with our tools and our processes, we believe we can offer our clients superior value when they do business with us.

JacobsValue+ SM ("Value Plus") is an internal tool we use to document and quantify the actual value or savings we provide to our clients and their projects.

Some of the benefits achieved through the Value Plus program include lower total installed costs, shorter schedules and reduced life cycle costs.

Value Plus is implemented at project initiation: a project goal is created and cost-saving ideas are entered into the Value Plus database.

When the Value Plus cycle is complete, the project team and client identify and agree on the unique cost and/or schedule reductions for the project.

The Company’s Strategy

Our strategy is based on three key priorities:

| • | Build a High Performance Culture - Reinforce a culture of accountability, inspirational leadership and innovation that will drive long-term outperformance; |

| • | Transform the Core - Fundamentally change the way we operate to improve project delivery, sales effectiveness and business excellence; and |

| • | Grow Profitably - Execute a balanced strategy focused on organic growth, mergers and acquisitions and active portfolio management to drive profitable growth in the most attractive sectors and geographies. |

Employees and Safety

Our employees are our most important and valuable asset.

The prevention of job-related injuries is given top priority.

It is the policy of the Company to provide and maintain a safe and healthy working environment and to follow operating practices that safeguard all employees and result in a more efficient operation.

The information required by this Item 3 is included in Note [removed: 15] [added: 17] — [removed: Contractual] [added: *Contractual] Guarantees, Litigation, Investigations and [removed: Insurance] [added: Insurance*] of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K and is incorporated herein by reference.

Page 38

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT [removed: TO][added: TO]

[removed: SECTION] [added: SECTION] 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]

[removed: For] [added: For] the fiscal year [removed: ended September 28, 2018 Commission] [added: ended September 27, 2019 Commission] File [removed: No. 1-7463][added: No. 1-7463]

[removed: Jacobs] [added: Jacobs] Engineering Group [removed: Inc.][added: Inc.]

| [removed: Delaware] [added: Delaware] | | [removed: 95-4081636] | [added: | 95-4081636 |]

| [removed: State] [added: (State or other jurisdiction] of incorporation [added: or organization)] | | [removed: IRS Employer identification number] | [added: | (IRS Employer identification number) |]

| [removed: 1999] [added: 1999] Bryan [removed: Street, Suite 1200 Dallas, Texas 75201] [added: Street] | [added: Suite 1200] | [removed: (214) 583-8500] [added: Dallas] | [added: Texas | 75201 |]

| [removed: Address] [added: (Address] of principal executive [removed: offices] [added: offices)] | | [removed: Telephone number (including area code)] | [added: | (Zip Code) |]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of Each [removed: Class] [added: Class] | | [removed: Name] [added: Trading Symbol(s) | Name] of Each Exchange on Which [removed: Registered] [added: Registered] |

| Common [removed: Stock,] [added: Stock |] $1 par value | [added: JEC] | New York Stock Exchange |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

There were [removed: 142,263,898] [added: 132,854,642] shares of common stock outstanding as of November [removed: 12, 2018.][added: 11, 2019.]

The aggregate market value of the Registrant’s common equity held by non-affiliates was approximately [removed: $8.3] [added: $10.2] billion as of March [removed: 30, 2018,] [added: 29, 2019,] based upon the last reported sales price on the New York Stock Exchange on that date.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the Registrant’s definitive proxy statement to be issued in connection with its [removed: 2019] [added: 2020] annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

[removed: Fiscal 2018 Annual] [added: Fiscal 2019 Annual] Report on Form [removed: 10-K][added: 10-K]

[removed: See] [added: | | |] Item [removed: 9A, "Controls] [added: 9A. | | [Controls] and [removed: Procedures" in this Form 10-K.][added: Procedures](#s087EFA88640F56E3AB05D4122446FE18) | | Page [62](#s087EFA88640F56E3AB05D4122446FE18) |]

[removed: Table] [added: Table] of [removed: Contents][added: Contents]

| [removed: Item] [added: Item] | | | | | | [removed: Page No.] [added: Page No.] |

[removed: | [Part I](#s574CDEB10D5D55E4A1E29B3D73468A6F) | | | | | | |][added: PART I]

| | | Item 1. | | [removed: [Business](#s443CCD4CA61B5A31963B074A87D95BF4)] [added: [Business](#s6495CE56E1C457B6ADA6DA6969C5D011)] | | Page [removed: [4](#s443CCD4CA61B5A31963B074A87D95BF4)] [added: [4](#s6495CE56E1C457B6ADA6DA6969C5D011)] |

| | | Item 1A. | | [Risk [removed: Factors](#s23E162E554965C789ED2EC01DD8F767B)] [added: Factors](#sCFB79ABEA6555EAEB7C5CDC415FF9AB5)] | | Page [removed: [13](#s23E162E554965C789ED2EC01DD8F767B)] [added: [20](#sCFB79ABEA6555EAEB7C5CDC415FF9AB5)] |

| | | Item 1B. | | [Unresolved Staff [removed: Comments](#s434B828B74C35EC99AD47590E2FB514E)] [added: Comments](#sB75BC00C37BA5546A8E12D6D721593B8)] | | Page [removed: [31](#s434B828B74C35EC99AD47590E2FB514E)] [added: [38](#sB75BC00C37BA5546A8E12D6D721593B8)] |

| | | Item 2. | | [removed: [Properties](#sDF1F2580743E551B83FC5B8711183841)] [added: [Properties](#sBBD869F209CC59508B7C8A90088102A8)] | | Page [removed: [31](#sDF1F2580743E551B83FC5B8711183841)] [added: [38](#sBBD869F209CC59508B7C8A90088102A8)] |

| | | Item 3. | | [Legal [removed: Proceedings](#s316C01B50BFA53138A0272844B8FD5F4)] [added: Proceedings](#s2CCF74CD24295D2EB3F518BA9B8880C2)] | | Page [removed: [31](#s316C01B50BFA53138A0272844B8FD5F4)] [added: [38](#s2CCF74CD24295D2EB3F518BA9B8880C2)] |

| | | Item 4. | | [Mine Safety [removed: Disclosure](#s85DB68A6E625529188D255B94E1D2B03)] [added: Disclosure](#sF7CC22DA9CE1586EBD3B7EF301867312)] | | Page [removed: [31](#s85DB68A6E625529188D255B94E1D2B03)] [added: [39](#sF7CC22DA9CE1586EBD3B7EF301867312)] |

| | | Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s7E04821F0C0B5728A6000039DDF87231)] [added: Securities](#sDD356F121BAE53DAAC95BBF219411B9D)] | | Page [removed: [32](#s7E04821F0C0B5728A6000039DDF87231)] [added: [40](#sDD356F121BAE53DAAC95BBF219411B9D)] |

| | | Item 6. | | [Selected Financial [removed: Data](#sEE257DAE94FF51CA8CB55DCC405566D8)] [added: Data](#s9DEB3E9EC26356088F4705746137CB44)] | | Page [removed: [33](#sEE257DAE94FF51CA8CB55DCC405566D8)] [added: [42](#s9DEB3E9EC26356088F4705746137CB44)] |

| | | Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s1C00D70D6D1F5153AC5D5BCF6BD8B5DB)] [added: Operations](#sAADDA4E0185056F38964902FB8AA435F)] | | Page [removed: [34](#s1C00D70D6D1F5153AC5D5BCF6BD8B5DB)] [added: [43](#sAADDA4E0185056F38964902FB8AA435F)] |

| | | Item 7A. | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s0539CDE013E25626817E156848F2B81D)] [added: Risk](#s8C299C029AAB5F45904634D4FF17C6EB)] | | Page [removed: [52](#s0539CDE013E25626817E156848F2B81D)] [added: [61](#s8C299C029AAB5F45904634D4FF17C6EB)] |

| | | Item 8. | | [Financial Statements and Supplementary [removed: Data](#s511E9433E79F58968B5CB9661DA04D15)] [added: Data](#sC39D13D7EEDD5CF48B0C6CE0284D54FA)] | | Page [removed: [52](#s511E9433E79F58968B5CB9661DA04D15)] [added: [62](#sC39D13D7EEDD5CF48B0C6CE0284D54FA)] |

| | | Item 9. | | [Changes in and Disagreements With Accountants On Accounting and Financial [removed: Disclosure](#s347C0D079C8E5D10B14C3E105490FABA)] [added: Disclosure](#s49D93F24A5E059AC8978672157983E6F)] | | Page [removed: [53](#s347C0D079C8E5D10B14C3E105490FABA)] [added: [62](#s49D93F24A5E059AC8978672157983E6F)] |

| | | Item 9B. | | [Other [removed: Information](#s1A7B0F52F5C15957A333C55C8D0FB59D)] [added: Information](#s47D86727907B555D8F266C0007BCD920)] | | Page [removed: [54](#s1A7B0F52F5C15957A333C55C8D0FB59D)] [added: [63](#s47D86727907B555D8F266C0007BCD920)] |

| [Part [removed: III](#s0AED6E5822645C70A32CBE364B792EBA)] [added: III](#s28C1FAA9C5C553799F0E99BA77F162B9)] | | | | | | |

| | | Item 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#sE5F9377379705FB49472AF7A46BDBD0F)] [added: Governance](#s8372C14AC96C56C59B217F9698C34C22)] | | Page [removed: [55](#sE5F9377379705FB49472AF7A46BDBD0F)] [added: [64](#s8372C14AC96C56C59B217F9698C34C22)] |

_________________________________________________________________

_________________________________________________________________

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(214) 583 – 8500

(Registrant’s telephone number, including area code)

_________________________________________________________________

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| --- | --- | --- | --- |

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_________________________________________________________________

JACOBS ENGINEERING GROUP INC.

| [Part II](#s899F36D80F0F560DA9C25FBFAE633388) | | | | | | |

| [Part IV](#s9448F5FAC4B15A1B9E7B5792009027B6) | | | | | | |

10-K 1 jecfy201810-k.htm 10-K

_________________________________________________________________

| | | |

| --- | --- | --- |

| | | | | | | |

Explanatory Note

On November 20, 2018, Jacobs Engineering Group Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ended September 28, 2018 and certain other financial information.

A copy of the press release was attached to a Form 8-K furnished by the Company to the Securities and Exchange Commission on November 20, 2018.

As previously noted by Company management, at the time it issued such press release the Company was continuing to finalize its year end audit processes, including with respect to income taxes.

In that regard, the Company’s final 2018 income tax expense also includes approximately $15.0 million in deferred income taxes associated with adjustments with respect to valuation allowances on foreign tax credits associated with the acquisition of the CH2M business that had not been included in the Company’s press release.

The impact of these adjustments was, on a U.S. GAAP basis, $(0.10) per share for the fourth quarter and $(0.11) per share for the fiscal year ended September 28, 2018.

These revised amounts are included in the results reported in this Form 10-K.

These adjustments do not impact the adjusted EPS results for the fourth quarter or the fiscal year ended September 28, 2018 reported in the press release.

In connection with these adjustments, the Company’s management identified a material weakness in the Company’s internal control over financial reporting.

| [Part II](#s6F59135970215D81A62B4AD10D8CBCFB) | | | | | | |

| | | Item 9A. | | [Controls and Procedures](#s1E949A47E4BB5170AD795A9838371203) | | Page [53](#s1E949A47E4BB5170AD795A9838371203) |

| [Part IV](#s23B45A6924CA5900BB44CE7A3E892BE2) | | | | | | |

Our properties consist primarily of office space within general, commercial office buildings located in major cities primarily in the following countries: United States; [removed: Argentina;] Armenia; Australia; [removed: Bahrain; Belgium; Brazil;] Canada; [removed: Chile;] China; Egypt; France; Germany; Greenland; Hong Kong; India; Indonesia; [removed: Iraq;] Ireland; Italy; Kazakhstan; Korea (Republic of); Malaysia; [removed: Mexico;] The Netherlands; New Zealand; [removed: Oman; Peru;] The Philippines; Poland; Qatar; Romania; [removed: Russian Federation;] Saudi Arabia; Singapore; [removed: South Africa; Spain;] Sweden; [added: Switzerland;] Taiwan (Province of China); Thailand; [removed: Trinidad and Tobago;] United Arab Emirates; United Kingdom and Vietnam.

The total amount of space used by us for all of our operations is approximately [removed: 14.2] [added: 7.1] million square feet.

Most of our properties are leased.

In addition, we have fabrication facilities located in Canada in Pickering, Ontario; St. John, New Brunswick; and Edmonton, Alberta and Lamont, Alberta.

Under the Mine Act, an independent [removed: contractor, such as Jacobs,] [added: contractor] that performs services or construction of a mine is included within the definition of a mining operator.

Page [removed: 31][added: 39]

[removed: PART II][added: PART II]

Although Jacobs no longer performs services or construction of mines due to the sale of ECR, during the prior periods presented within, the Company did perform such services from time to time prior to the sale of ECR.

[removed: Market Information][added: Market Information]

| | | [removed: Low] [added: Low] Sales [removed: Price] [added: Price] | | | | [removed: High] [added: High] Sales [removed: Price] [added: Price] | | |

| [removed: Fiscal 2018:] [added: Fiscal 2018:] | | | | | | | | |

[removed: Shareholders][added: Shareholders]

According to the records of our transfer agent, there were [removed: 3,684] [added: 3,437] shareholders of record as of November [removed: 12, 2018.][added: 11, 2019.]

[removed: Share Repurchases][added: Share Repurchases]

The following table summarizes the activity under this program during fiscal [removed: 2018:][added: 2019:]

| [added: Amount Authorized] | Average Price Per Share (1) | | Shares Repurchased | | Total Shares Retired |

[added: |] (1) [added: |] Includes commissions paid and calculated at the average price per share. [added: |]

Share repurchases may be executed through various means including, without limitation, [added: accelerated share repurchases,] open market transactions, privately negotiated [removed: transactions] [added: transactions, purchases pursuant to a Rule 10b5-1 plan] or otherwise.

The timing [added: and amount] of share repurchases may depend upon market [removed: conditions,] [added: conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, currency fluctuations, the market price of the Company's common stock,] other uses of [removed: capital,] [added: capital] and other factors.

[removed: Dividends][added: Dividends]

On September [removed: 11, 2018,] [added: 19, 2019,] the [removed: Company's] [added: Company’s] Board of Directors declared a [added: quarterly] dividend of [removed: $0.15] [added: $0.17] per share of the [removed: Company's] [added: Company’s] common stock [removed: that] [added: which] was paid on [removed: October 26, 2018] [added: November 1, 2019,] to shareholders of record on the close of business on [removed: September 28, 2018.][added: October 4, 2019.]

Page [removed: 32][added: 40]

[removed: Unregistered] [added: Unregistered] Sales of Equity [removed: Securities.][added: Securities.]

[removed: Performance Graph][added: Performance Graph]

The following graph and table shows the changes over the five-year period ended September [removed: 28, 2018] [added: 27, 2019] in the value of $100 as of the close of market on September 30, [removed: 2013] [added: 2014] in (1) the common stock of Jacobs Engineering Group Inc., (2) the Standard & Poor’s 500 Stock Index, [removed: and] (3) the Dow Jones [added: US] Heavy Construction Group [added: Index (the "Dow Construction Index") and (4) the Standard & Poor's 1500 IT Consulting & Other Services] Index.

[removed: ][added: ]

| | [removed: 2013] [added: 2014] | | | [removed: 2014] [added: 2015] | | | [removed: 2015] [added: 2016] | | | [removed: 2016] [added: 2017] | | | [removed: 2017] [added: 2018] | | | [removed: 2018] [added: 2019] | |

Beginning on December 10, 2019 Jacobs' common stock will trade on the NYSE under the symbol J.

| Fiscal 2019: | | | | | | | | |

| First quarter | | $ | 55.24 | | | $ | 80.92 | |

| Second quarter | | $ | 57.30 | | | $ | 75.19 | |

| Third quarter | | $ | 73.87 | | | $ | 84.39 | |

| Fourth quarter | | $ | 79.67 | | | $ | 93.55 | |

As of September 27, 2019, no authorized amounts remain outstanding under this program.

| $500,000,000 | $61.74 | | 4,005,007 | | 4,005,007 |

On January 17, 2019, the Company’s Board of Directors authorized an additional share repurchase program of up to $1.0 billion of the Company’s common stock, to expire on January 16, 2022.

On February 19, 2019, the Company launched accelerated share repurchase programs by advancing $250 million to two financial institutions in privately negotiated transactions (collectively, the "First 2019 ASR Program").

The specific number of shares that the Company repurchased under the First 2019 ASR Program was determined based generally on a discount to the volume-weighted average price per share of the Company's common stock during a calculation period completed on June 5, 2019.

The purchase was recorded as a share retirement for purposes of calculating earnings per share.

On August 21, 2019, the Company launched a second accelerated share repurchase program by advancing $250 million to a financial institution in a privately negotiated transaction (the "Second 2019 ASR Program").

The specific number of shares that the Company ultimately will repurchase under the Second 2019 ASR Program will be determined based generally on a discount to the volume-weighted average price per share of the Company's common

stock during a calculation period to be completed no later than December 2019.

The purchase will be recorded as a share retirement for purposes of calculating earnings per share.

Subsequent to the launch of the First 2019 ASR Program, the Second 2019 ASR Program and other share repurchases, the Company has $393.7 million remaining under its $1.0 billion share repurchase authorization.

The following table summarizes the activity under this program during fiscal 2019:

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| Amount Authorized | Average Price Per Share (1) | | Shares Repurchased | | Total Shares Retired |

| $1,000,000,000 | $86.43 | | 7,014,633 | | 7,014,633 |

| | |

| --- | --- |

| (1) | Includes commissions paid and calculated at the average price per share since the repurchase program authorization date. |

Dividends paid through September 27, 2019 and the preceding fiscal year are as follows:

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| Declaration Date | | Record Date | | Payment Date | | Cash Amount (per share) |

| July 11, 2019 | | July 26, 2019 | | August 23, 2019 | | $0.17 |

| May 2, 2019 | | May 17, 2019 | | June 14, 2019 | | $0.17 |

| January 17, 2019 | | February 15, 2019 | | March 15, 2019 | | $0.17 |

| September 11, 2018 | | September 28, 2018 | | October 26, 2018 | | $0.15 |

| July 19, 2018 | | August 3, 2018 | | August 31, 2018 | | $0.15 |

| May 3, 2018 | | May 18, 2018 | | June 15, 2018 | | $0.15 |

| January 18, 2018 | | February 16, 2018 | | March 16, 2018 | | $0.15 |

| September 27, 2017 | | October 13, 2017 | | November 10, 2017 | | $0.15 |

In the Company's Annual Report on Form 10-K for the fiscal year ended September 27, 2018, the Company utilized the Dow Construction Index as the third index for the performance graph included in that Annual Report.

| Fiscal 2017: | | | | | | | | |

| First quarter | | $ | 49.16 | | | $ | 63.42 | |

| Second quarter | | $ | 52.39 | | | $ | 62.20 | |

| Third quarter | | $ | 50.53 | | | $ | 55.97 | |

| Fourth quarter | | $ | 49.31 | | | $ | 58.51 | |

| $500,000,000 | $60.77 | | 49,074 | | 49,074 |

On December 1, 2016, the Company announced that the Board of Directors approved the initiation of a cash dividend program.

In the fourth fiscal quarter of 2017, the Company declared a dividend of $0.15 per share of the Company’s common stock that was paid in the first fiscal quarter of 2018.

In the second, third and fourth fiscal quarters of 2018, the Company declared and paid a dividend of $0.15 per share of the Company’s common stock, for a total of $0.60 per share paid during the year ended September 28, 2018.

| Jacobs Engineering Group Inc. | 100.00 | | | 83.91 | | | 64.33 | | | 88.90 | | | 100.99 | | | 134.11 | |

| S&P 500 | 100.00 | | | 119.73 | | | 119.00 | | | 137.36 | | | 162.92 | | | 192.10 | |

| Dow Jones US Heavy Construction | 100.00 | | | 95.45 | | | 70.89 | | | 80.42 | | | 86.92 | | | 93.30 | |

Note: The above information was provided by Research Data Group, Inc.

Page [removed: 33][added: 42]

| | [removed: 2018 (a)] [added: 2019 (a)] | | | | [removed: 2017 (b)] [added: 2018 (b)] | | | | [removed: 2016 (c)] [added: 2017 (c)] | | | | [removed: 2015 (d)] [added: 2016 (d)] | | | | [removed: 2014 (e)] [added: 2015 (e)] | | |

| Current ratio | [removed: 1.45] [added: 1.34] to 1 | | | | [removed: 1.56] [added: 1.45] to 1 | | | | [removed: 1.61] [added: 1.56] to 1 | | | | [removed: 1.58] [added: 1.61] to 1 | | | | 1.58 to 1 | | |

| Working capital | $ | [removed: 1,410,891] [added: 1,038,062] | | | $ | [removed: 1,069,953] [added: 1,410,891] | | | $ | [removed: 1,081,784] [added: 1,069,953] | | | $ | [removed: 1,141,512] [added: 1,081,784] | | | $ | [removed: 1,372,332] [added: 1,141,512] | |

| Current assets | $ | [removed: 4,556,584] [added: 4,111,768] | | | $ | [removed: 2,996,180] [added: 4,556,584] | | | $ | [removed: 2,864,470] [added: 2,996,180] | | | $ | [removed: 3,122,678] [added: 2,864,470] | | | $ | [removed: 3,722,178] [added: 3,122,678] | |

| Total assets | $ | [removed: 12,645,795] [added: 11,462,711] | | | $ | [removed: 7,380,859] [added: 12,645,795] | | | $ | [removed: 7,360,022] [added: 7,380,859] | | | $ | [removed: 7,785,926] [added: 7,360,022] | | | $ | [removed: 8,453,659] [added: 7,785,926] | |

| Long-term debt | $ | [removed: 2,146,877] [added: 1,201,245] | | | $ | [removed: 235,000] [added: 2,144,167] | | | $ | [removed: 385,330] [added: 235,000] | | | $ | [removed: 584,434] [added: 385,330] | | | $ | [removed: 764,075] [added: 584,434] | |

| Total Jacobs stockholders’ equity | $ | [removed: 5,854,345] [added: 5,714,691] | | | $ | [removed: 4,428,352] [added: 5,854,345] | | | $ | [removed: 4,265,276] [added: 4,428,352] | | | $ | [removed: 4,291,745] [added: 4,265,276] | | | $ | [removed: 4,469,255] [added: 4,291,745] | |

| Stockholders’ equity | $ | [removed: 42.21] [added: 41.05] | | | $ | [removed: 36.78] [added: 42.21] | | | $ | [removed: 35.26] [added: 36.78] | | | $ | [removed: 34.85] [added: 35.26] | | | $ | [removed: 33.92] [added: 34.85] | |

| Average Number of Shares of Common Stock and Common Stock Equivalents Outstanding (Diluted) | [removed: 138,712] [added: 139,206] | | | | [removed: 120,147] [added: 137,536] | | | | [removed: 121,483] [added: 120,147] | | | | [removed: 126,110] [added: 121,483] | | | | [removed: 132,371] [added: 126,110] | | |

| Common Shares Outstanding At Year End | [removed: 142,218] [added: 132,879] | | | | [removed: 120,386] [added: 142,218] | | | | [removed: 120,951] [added: 120,386] | | | | [removed: 123,153] [added: 120,951] | | | | [removed: 131,753] [added: 123,153] | | |

| Cash Dividends Declared Per Common Share | $ | [removed: 0.60] [added: 0.68] | | | $ | 0.60 | | | $ | [removed: —] [added: 0.60] | | | $ | — | | | $ | — | |

| [removed: (a)] [added: (b)] | Includes costs of [removed: $140.1] [added: $112.8] million, or [removed: $1.01] [added: $0.81] per diluted [removed: share,] [added: share from continuing operations,] related to the Company's restructuring and other initiatives during fiscal [removed: 2018, which includes $21.0 million in loss related to the sale of the Company's investment in Guimar Engenharia Ltda.] [added: 2018.] Also included in fiscal 2018 are after-tax charges of $60.7 million, or $0.44 per diluted share, in professional fees and related costs associated with the CH2M acquisition and pending ECR [removed: sale and] [added: sale,] $259.2 million, or $1.86 per diluted [removed: share,] [added: share from continuing operations,] in [removed: benefits] [added: charges] related to tax [removed: reform.] [added: reform and amortization of intangible assets of $51.5 million, or $0.37 per diluted share from continuing operations] |

| [removed: (b)] [added: (c)] | Includes costs of [removed: $87.9] [added: $65.0] million, or [removed: $0.73] [added: $0.54] per diluted [removed: share,] [added: share from continuing operations,] related to the Company's restructuring and other initiatives during fiscal 2017. Also included in the fourth quarter of fiscal 2017 are after-tax charges of $10.6 million, or $0.09 per diluted [removed: share,] [added: share from continuing operations,] respectively, in professional fees and related costs associated with the CH2M acquisition. [added: Also includes amortization of intangible assets of $33.5 million, or $0.28 per diluted share from continuing operations] |

| [removed: (c)] [added: (d)] | Includes costs of [removed: $135.6] [added: $75.2] million, or [removed: $1.12] [added: $0.62] per diluted [removed: share,] [added: share from continuing operations,] related to the Company's restructuring initiatives during fiscal 2016. Also included in the fourth quarter of fiscal 2016 are (i) a loss on sale of our French subsidiary of $17.1 million or $0.14 per diluted [removed: share;] [added: share from continuing operations;] and (ii) a non-cash write-off on an equity investment of $10.4 million or $0.09 per diluted [removed: share.] [added: share from continuing operations. Also includes amortization of intangible assets of $47.6 million, or $0.28 per diluted share from continuing operations] |

| [removed: (d)] [added: (e)] | Includes costs of $107.9 million, or $0.86 per diluted share, related to the Company's restructuring initiatives during fiscal 2015. [added: Also includes amortization of intangible assets of $49.4 million, or $0.27 per diluted share from continuing operations] |

On April 26, 2019, Jacobs completed the sale of its ECR business to Worley.

As a result of the ECR sale, substantially all ECR-related assets and liabilities have been sold (the "Disposal Group").

We determined that the Disposal Group should be reported as discontinued operations in accordance with ASC 210-05, *Discontinued Operations* because their disposal represents a strategic shift that had a major effect on our operations and financial results.

As such, the financial results of the ECR business are reflected in our Consolidated Statements of Earnings as discontinued operations for all periods presented, except for fiscal 2015.

The ECR business is not presented as discontinued operations for fiscal 2015 because such information is not available without unreasonable effort or expense on a basis that is consistent with the selected financial information for the years presented.

Additionally, current and non-current assets and liabilities of the Disposal Group are reflected as held-for-sale in the Consolidated Balance Sheet as of September 28, 2018.

Further, as of the year ended September 27, 2019, a portion of the ECR business remains held by Jacobs and continues to be classified as held for sale as of fiscal year 2019 in accordance with U.S. GAAP.

For further discussion see Note 7- *Sale of Energy, Chemicals and Resources ("ECR") Business* to the consolidated financial statements.

| Revenues | $ | 12,737,868 | | | $ | 10,579,773 | | | $ | 6,330,126 | | | $ | 6,257,478 | | | $ | 12,114,832 | |

| Net Earnings (Loss) Attributable to Jacobs from Continuing Operations | $ | 290,960 | | | $ | (4,185 | ) | | $ | 170,167 | | | $ | 159,998 | | | $ | 302,971 | |

| Cash | $ | 631,068 | | | $ | 634,870 | | | $ | 607,821 | | | $ | 507,169 | | | $ | 460,859 | |

| Return on average equity | 5.03 | | % | | (0.08 | | )% | | 3.91 | | % | | 3.74 | | % | | 6.92 | | % |

| Backlog: | $ | 22,569 | | | $ | 19,955 | | | $ | 13,147 | | | $ | 11,535 | | | $ | 18,807 | |

| Basic Net Earnings (Loss) from Continuing Operations Per Share | $ | 2.11 | | | $ | (0.03 | ) | | $ | 1.41 | | | $ | 1.33 | | | $ | 2.42 | |

| Diluted Net Earnings (Loss) from Continuing Operations Per Share | $ | 2.09 | | | $ | (0.03 | ) | | $ | 1.40 | | | $ | 1.32 | | | $ | 2.40 | |

| (a) | Includes costs of $243.7 million, or $1.75 per diluted share from continuing operations, related to the Company's restructuring and other initiatives during fiscal 2019. Includes after-tax CH2M transaction costs and adjustments of $2.4 million, after-tax transaction costs associated with the acquisition of KeyW of $9.8 million and after-tax transaction costs associated with the acquisition of John Wood Group's Nuclear Business of $3.9 million, for a total of $0.12 per diluted share from continuing operations. Also includes amortization of intangible assets of $59.0 million, or $0.42 per diluted share from continuing operations and $48.1 million or $0.34 per diluted share from continuing operations in fair value adjustments partly offset by dividend income related to our investment in Worley stock and certain foreign currency revaluations relating to ECR sale proceeds |

| Revenues | $ | 14,984,646 | | | $ | 10,022,788 | | | $ | 10,964,157 | | | $ | 12,114,832 | | | $ | 12,695,157 | |

| Net earnings attributable to Jacobs | $ | 163,431 | | | $ | 293,727 | | | $ | 210,463 | | | $ | 302,971 | | | $ | 328,108 | |

| Cash | $ | 793,358 | | | $ | 774,151 | | | $ | 655,716 | | | $ | 460,859 | | | $ | 732,647 | |

| Return on average equity | 3.18 | | % | | 6.76 | | % | | 4.92 | | % | | 6.92 | | % | | 7.56 | | % |

| Backlog: | $ | 27,298,614 | | | $ | 19,788,613 | | | $ | 18,760,529 | | | $ | 18,806,570 | | | $ | 18,380,034 | |

| Basic earnings per share | $ | 1.18 | | | $ | 2.43 | | | $ | 1.75 | | | $ | 2.42 | | | $ | 2.51 | |

| Diluted earnings per share | $ | 1.17 | | | $ | 2.42 | | | $ | 1.73 | | | $ | 2.40 | | | $ | 2.48 | |

| (e) | Includes costs of $109.2 million, or $0.82 per diluted share, related to the Company's restructuring initiatives during fiscal 2014. |

Page 52

[removed: Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures][added: Procedures]

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as defined by Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of September [removed: 28, 2018,] [added: 27, 2019,] the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”).

Based on that evaluation, [removed: and as a result of] the [removed: material weakness in our internal control over financial reporting described below under Management's Annual Report on Internal Control Over Financial Reporting, the] Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were [removed: not] functioning effectively as of the Evaluation Date to provide reasonable assurance that the information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As permitted by SEC guidance for newly acquired businesses, management’s assessment of the Company’s disclosure controls and procedures did not include an assessment of those disclosure controls and procedures of [removed: CH2M HILL Companies, Ltd. (CH2M)] [added: KeyW] that are subsumed by internal control over financial reporting.

[removed: CH2M] [added: KeyW] accounted for approximately [removed: 42%] [added: 9%] of total assets as of September [removed: 28, 2018,] [added: 27, 2019,] and [removed: 25%] [added: 1%] of revenues [removed: and 30% of operating profit] for the fiscal year ended on September [removed: 28, 2018.][added: 27, 2019.]

[removed: Management’s] [added: Management’s] Annual Report on Internal Control Over Financial [removed: Reporting][added: Reporting]

Management, with the participation of its Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of the Company’s internal control over financial reporting as of the Evaluation Date based on the framework established in [removed: “Internal] [added: *“Internal] Control—Integrated [removed: Framework,”] [added: Framework,”*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on this [removed: assessment and the material weakness identified below,] [added: assessment,] management has concluded that the Company’s internal control over financial reporting as of the Evaluation Date was [removed: ineffective.][added: effective.]

As permitted by SEC guidance for newly acquired businesses, management’s assessment of the Company’s internal control over financial reporting did not include an assessment of internal control over financial reporting of [removed: CH2M.][added: KeyW.]

[removed: Management has] [added: In the Company's fiscal 2018 Form 10-K, management previously] identified the following material weakness as of September 28, 2018: A material weakness related to internal control deficiencies over the accounting for income taxes in connection with a business combination, specifically related to the ineffective design and operating effectiveness of controls over the completeness and accuracy of deferred taxes and the evaluation of the recoverability of deferred taxes associated with the CH2M acquisition.

The Company's independent registered public accounting firm, Ernst & Young LLP, that audited the Company's consolidated financial statements included in this Annual Report on Form 10-K, also audited the effectiveness of our internal control over financial reporting as of September [removed: 28, 2018,] [added: 27, 2019,] as stated in their report included in this Annual Report on Form 10-K.

In response to the identified material weakness, management, with the oversight of the Audit Committee of the Board of Directors, [removed: will take] [added: took] comprehensive actions to remediate the material weakness in internal control over financial reporting, including implementing additional specific enhanced control procedures for the review, analysis and reporting of its deferred income tax accounts, including control procedures relating to the recoverability of deferred taxes associated with acquired businesses in a business combination.

Page [removed: 53][added: 62]

[added: The] remediation efforts [removed: are intended] both [removed: to address] [added: addressed] the identified material weakness and [removed: to enhance] [added: also enhanced] our overall financial control environment.

[removed: Changes] [added: Changes] in Internal [removed: Control][added: Control]

[removed: Subject to] [added: Other than] the [added: changes resulting from the remediation activities described] above, there were no changes in the Company’s internal control over financial reporting during the Company’s fiscal quarter ended September [removed: 28, 2018] [added: 27, 2019] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

[removed: Limitations] [added: Limitations] on Effectiveness of [removed: Controls][added: Controls]

KeyW accounted for approximately 9% of total assets as of September 27, 2019, and 1% of revenues for the fiscal year ended on September 27, 2019.

Remediation of Previously Identified Material Weakness

The Company has successfully completed the remediation efforts with the completion of the KeyW acquisition.

Remediation Plan

The Company has commenced its remediation plan, with the goal of remediating this material weakness as soon as possible, subject to the conclusion by management that the enhanced internal control over financial reporting is operating effectively following appropriate testing.

The

As management continues to evaluate and work to improve the Company's disclosure controls and procedures and internal control over financial reporting, the Company may take additional measures to address these deficiencies or modify certain of the remediation measures described above.

Page [removed: 54][added: 63]

[removed: PART III][added: PART III]

[removed: Directors,] [added: Directors,] Executive Officers, Promoters and Control [removed: Persons][added: Persons]

[removed: Code] [added: Code] of [removed: Ethics][added: Ethics]

[removed: Corporate Governance][added: Corporate Governance]

The information required by [added: this] Item [removed: 403 of Regulation S-K] is set forth [removed: under the caption “Security Ownership”] in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year and is incorporated herein by reference.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table presents certain information about our equity compensation plans as of September 28, 2018:

Page 55

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | Column A | | | Column B | | | | Column C | |

| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants, and rights | | | Weighted- average exercise price of outstanding options, warrants, and rights | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A) | |

| Equity compensation plans approved by shareholders (a) | 1,766,759 | | | $ | 45.53 | | | 5,631,371 | |

| Equity compensation plans not approved by shareholders | — | | | — | | | | — | |

| Total | 1,766,759 | | | 45.53 | | | | 5,631,371 | |

| | |

| --- | --- |

| (a) | The number in Column A excludes purchase rights accruing under our two, broad-based, shareholder-approved employee stock purchase plans: The Jacobs Engineering Group Inc. 1989 Employee Stock Purchase Plan, as amended and restated (the “1989 ESPP”), and the Global Employee Stock Purchase Plan, as amended and restated (the “GESPP”). These plans give employees the right to purchase shares at an amount and price that are not determinable until the end of the specified purchase periods, which occur monthly. Our shareholders have authorized a total of 32.3 million shares of common stock to be issued through the 1989 ESPP and the GESPP. From the inception of the 1989 ESPP and the GESPP through September 28, 2018, a total of 28.0 million shares have been issued, leaving 4.3 million shares of common stock available for future issuance at that date. |

Page [removed: 56][added: 64]

[removed: PART IV][added: PART IV]

[removed: EXHIBITS] [added: EXHIBITS] AND FINANCIAL [removed: STATEMENTS][added: STATEMENTS]

| (1) | The Company’s Consolidated Financial Statements at September [removed: 28, 2018] [added: 27, 2019] and September [removed: 29, 2017] [added: 28, 2018] and for each of the three years in the period ended September [removed: 28, 2018,] [added: 27, 2019,] and the notes thereto, together with the report of the independent auditors on those Consolidated Financial Statements are hereby filed as part of this report, beginning on page F-1. |

| 2.1 | | | [Agreement and Plan of [removed: Merger, dated August 1, 2017, by and] [added: Merger] among [added: The KeyW Holding Corporation,] Jacobs Engineering Group [removed: Inc., CH2M HILL Companies, Ltd. and Basketball Merger Sub] Inc. [added: and Atom Acquisition Sub, Inc., dated April 21, 2019.] Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K on [removed: August 2, 2017] [added: April 22, 2019] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517244942/d429733dex21.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000114036119007384/ex2_1.htm)] |

| [removed: 2.2] [added: 10.2] | | | [removed: [Voting and Support] [added: [Credit] Agreement, dated [removed: August 1,] [added: as of September 28,] 2017, [removed: by and] among Jacobs Engineering Group [removed: Inc., Basketball Merger Sub] Inc. and [removed: AP VIII CH2 Holdings, L.P.] [added: the lenders thereto, and BNP Paribas, as administrative agent.] Filed as Exhibit [removed: 2.2] [added: 10.2] to the Registrant’s Current Report on Form 8-K on [removed: August 2,] [added: September 29,] 2017 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517244942/d429733dex22.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517298047/d452327dex102.htm)] |

| [removed: 2.3] [added: 2.2] | | | [removed: [Stock] [added: [Amended] and [added: Restated Stock and] Asset Purchase Agreement, dated as of [removed: October 21, 2018,] [added: April 26, 2019,] by and [removed: among] [added: between] Jacobs Engineering Group Inc. and WorleyParsons Limited. Filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K on [removed: October 22, 2018] [added: April 29, 2019] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312518303599/d621612dex21.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000114036119007768/nc10001302x1_ex2-1.htm)] |

| 4.3 | | | [See Exhibit [removed: 10.7](http://www.sec.gov/Archives/edgar/data/52988/000119312518080027/d499440dex41.htm).] [added: 10.4](http://www.sec.gov/Archives/edgar/data/52988/000119312518080027/d499440dex41.htm).] |

| 10.1 | | | [removed: [Amended] [added: [Second Amended] and Restated Credit [removed: Agreement] [added: Agreement,] dated [removed: as of February 7, 2014] [added: March 27, 2019, by and] among Jacobs Engineering Group [removed: Inc. and] [added: Inc.,] certain of its subsidiaries [removed: as borrowers, and] [added: party thereto,] the [removed: Bank of America, N.A. (as Administrative Agent);] [added: lenders party thereto and] Bank of America, N.A., [removed: BNP Paribas, and Wells Fargo Bank, N.A. (as Co-Syndication Agents); The Bank of Tokyo-Mitsubishi UFJ, LTD, and TD Bank, N.A. (as Co- Documentation Agents); Merrill Lynch, Pierce, Fenner & Smith Incorporated (as Sole Book Manager); and Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp, and Wells Fargo Securities, LLC (as Joint Lead Arrangers).] [added: as administrative agent.] Filed as Exhibit 10.1 to the [removed: Registrant’s] [added: Registrant's] Current Report on Form 8-K on [removed: February 11, 2014] [added: March 28, 2019] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000021/sanfrancisco-jacobs2014arc.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000014/secondarcreditagreement.htm)] |

| [removed: 10.2] [added: 10.3] | | | [removed: [Amendment No. 1, dated as of March 4, 2015, among Jacobs Engineering Group, Inc. and the lenders thereto, and Bank of America, N.A., as administrative agent,] [added: [First Amendment] to [removed: the Amended and Restated] Credit [removed: Agreement] [added: Agreement,] dated as of [removed: February 7, 2014, by and] [added: November 30, 2018,] among Jacobs Engineering [removed: Group,] [added: Group] Inc., the lenders [removed: from time to time] party thereto and [removed: Bank of America, N.A.,] [added: BNP Paribas,] as administrative agent. Filed as Exhibit [removed: 10.1] [added: 10.2] to the Registrant’s Current Report on Form 8-K on [removed: March 5, 2015] [added: December 4, 2018] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000036/ex101jacobs2014revolveragr.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298818000038/jec8-kexhibit102amdmt1.htm)] |

Page [removed: 57][added: 65]

| [removed: 10.3] [added: 10.5] | | | [removed: [Amendment No. 2, dated as of September 28, 2017, among Jacobs Engineering Group Inc. and the lenders thereto, and Bank of America, N.A., as administrative agent,] [added: [First Amendment] to the [removed: Amended and Restated Credit Agreement] [added: Note Purchase Agreement,] dated [removed: as of February 7, 2014,] [added: May 11, 2018,] by and among Jacobs Engineering Group [removed: Inc., the lenders from time to time party thereto] [added: Inc.] and [removed: Bank of America, N.A., as administrative agent.] [added: the Purchasers identified therein.] Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on [removed: September 29, 2017] [added: May 15, 2018] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517298047/d452327dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298818000014/jec8kexhibitfirstamendment.htm)] |

| 10.4 | | | [removed: [Credit] [added: [Note Purchase] Agreement, dated [removed: as of September 28, 2017, among] [added: March 12, 2018, by and between] Jacobs Engineering Group Inc. and the [removed: lenders thereto, and BNP Paribas, as administrative agent.] [added: Purchasers identified therein.] Filed as Exhibit [removed: 10.2] [added: 4.1] to the Registrant’s Current Report on Form 8-K on [removed: September 29, 2017] [added: March 13, 2018,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517298047/d452327dex102.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312518080027/d499440dex41.htm)] |

| [removed: 10.5] [added: 10.6#] | | | [removed: [Term Loan Commitment Letter, dated August 1, 2017,] [added: [Offer Letter] by and [removed: among] [added: between] Jacobs Engineering Group [removed: Inc., BNP Paribas, BNP Paribas Securities Corp.] [added: Inc.] and [removed: The Bank of Nova Scotia.] [added: Steven J. Demetriou, dated July 10, 2015.] Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on [removed: August 2, 2017] [added: July 16, 2015] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517244942/d429733dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000113/a101offerletterceojuly1020.htm)] |

| [removed: 10.6] [added: 10.11#] | | | [removed: [Revolver Backstop Commitment Letter, dated August 1, 2017,] [added: [Offer Letter] by and [removed: among] [added: between] Jacobs Engineering Group [removed: Inc., BNP Paribas, BNP Paribas Securities Corp.] [added: Inc.] and [removed: The Bank of Nova Scotia.] [added: Dawne Hickton, effective June 3, 2019.] Filed as Exhibit 10.2 to the Registrant’s Current Report on Form [removed: 8-K] [added: 10-Q] on August [removed: 2, 2017] [added: 5, 2019] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517244942/d429733dex102.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000053/a102hicktonofferletter.htm)] |

| [removed: 10.7] [added: 10.12#] | | | [removed: [Note Purchase Agreement, dated March 12, 2018,] [added: [Retirement Transition Agreement] by and between Jacobs Engineering Group Inc. and [removed: the Purchasers identified therein.] [added: Terence Hagen, dated as of June 6, 2019.] Filed as Exhibit [removed: 4.1] [added: 10.3] to the Registrant’s Current Report on Form [removed: 8-K] [added: 10-Q] on [removed: March 13, 2018,] [added: August 5, 2019] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312518080027/d499440dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000053/a103hagenretirementagr.htm)] |

| [removed: 10.8] [added: 10.26#] | | | [removed: [First Amendment to the Note Purchase Agreement, dated May 11, 2018, by and among Jacobs] [added: [Jacobs] Engineering Group Inc. [removed: and the Purchasers identified therein.] [added: Executive Severance Plan, effective May 2, 2018.] Filed as Exhibit 10.1 to the [removed: Registrant’s] [added: Registrant's] Current Report on Form 8-K on May [removed: 15,] [added: 4,] 2018 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298818000014/jec8kexhibitfirstamendment.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298818000007/a101severanceplan.htm)] |

| [removed: 10.9#] [added: 10.10#] | | | [Offer [removed: Letter] [added: letter] by and between Jacobs Engineering Group Inc. and [removed: Steven J. Demetriou,] [added: William Benton Allen, Jr.] dated [removed: July 10, 2015.] [added: October 4, 2016.] Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on [removed: July 16, 2015] [added: October 14, 2016] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000113/a101offerletterceojuly1020.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312516738720/d272332dex101.htm)] |

| [removed: 10.10#] [added: 10.7#] | | | [Offer Letter by and between Jacobs Engineering Group Inc. and Kevin C. Berryman, effective November 12, 2014. Filed as Exhibit 99.1 to Amendment No. 1 to the Registrant’s Current Report on Form 8-K/A on November 17, 2014 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000166/exhibit991offerletter-kevi.htm) |

| [removed: 10.11#] [added: 10.8#] | | | [Offer letter by and between Jacobs Engineering Group Inc. and Robert V. Pragada, dated January 28, 2016. Filed as Exhibit 10.61 to the Registrant’s fiscal 2016 Annual Report on Form 10-K and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459016029571/jec-ex1061_413.htm) |

| [removed: 10.12#] [added: 10.9#] | | | [Offer letter by and between Jacobs Engineering Group Inc. and Michael Tyler dated May 28, 2013. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2013 and incorporated herein by reference](http://www.sec.gov/Archives/edgar/data/52988/000005298813000113/tyleremploymentagreementex.htm) |

| [removed: 10.13#] [added: 10.21#] | | | [removed: [Offer letter by and between Jacobs] [added: [Jacobs] Engineering Group Inc. [removed: and William Benton Allen, Jr. dated October 4, 2016.] [added: Executive Deferral Plan, effective January 1, 2018.] Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on October [removed: 14, 2016] [added: 2, 2017] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312516738720/d272332dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517301111/d458763dex101.htm)] |

| [removed: 10.14#] [added: 10.17#] | | | [removed: [Retirement] [added: [First Amendment to Retirement Transition] Agreement by and between Jacobs Engineering Group Inc. and [removed: Phillip J. Stassi] [added: Gary Mandel,] dated [removed: June 1, 2016.] [added: April 25, 2019.] Filed as Exhibit [removed: 10.1] [added: 10.3] to the Registrant’s Quarterly Report on Form [removed: 10- Q] [added: 10-Q] for the [removed: third] [added: second] quarter of fiscal [removed: 2016] [added: 2019 filed on May 7, 2019] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459016023511/jec-ex101_53.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000031/exhibit103firstamendmentma.htm)] |

| [removed: 10.15#] [added: 10.31#] | | | [removed: [Amended and Restated Separation] [added: [Form of Restricted Stock Unit Award] Agreement [removed: by and between] [added: (awarded pursuant to the] Jacobs Engineering Group Inc. [removed: and Lori Sundberg, dated July 26, 2017.] [added: 1999 Outside Directors Stock Plan).] Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the [removed: third] [added: second] quarter of fiscal 2017 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459017016325/jec-ex103_6.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459017009666/jec-ex103_104.htm)] |

| [removed: 10.16#] [added: 10.24#] | | | [removed: [Amended and Restated Employment Agreement between Jacobs] [added: [Jacobs] Engineering Group Inc. [added: 1999 Stock Incentive Plan, as amended] and [removed: Gary Mandel,] [added: restated,] effective [removed: as of December 30, 2017.] [added: January 18, 2018.] Filed as Exhibit [removed: 10.9] [added: 10.10] to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex109_110.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex1010_108.htm)] |

| [removed: 10.17†#] [added: 10.13#] | | | [Retirement Transition Agreement by and between Jacobs Engineering Group Inc. and Gary Mandel, dated November 20, [removed: 2018.](https://www.sec.gov/Archives/edgar/data/52988/000005298818000036/exhibit1017finalmandel.htm)] [added: 2018. Filed as Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the fiscal year 2019 filed on November 21, 2019 and incorporated herein by reference](http://www.sec.gov/Archives/edgar/data/52988/000005298818000036/exhibit1017finalmandel.htm)] |

Page [removed: 58][added: 66]

| 10.19# | | | [Jacobs Engineering Group Inc. [removed: 401(k) Plus Savings] [added: 1989 Employee Stock Purchase] Plan [removed: and Trust, as] [added: (as] amended and restated [removed: April 1, 2003.] [added: on January 19, 2017).] Filed as Exhibit [removed: 10.12] [added: 10.1] to the Registrant’s [removed: fiscal 2012 Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K on January 24, 2017] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298812000086/ex1012.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517016778/d332588dex101.htm)] |

| 10.20# | | | [Jacobs Engineering Group Inc. [removed: 1989] [added: Global] Employee Stock Purchase Plan (as amended and restated on January 19, 2017). Filed as Exhibit [removed: 10.1] [added: 10.2] to the Registrant’s Current Report on Form 8-K on January 24, 2017 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517016778/d332588dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517016778/d332588dex102.htm)] |