Jacobs Solutions (J) 10-K risk factor changes: FY2021 vs FY2020

These assumptions include discount rates, investment returns [removed: and projected salary increases, among others.]

The actuarial assumptions used in determining the funded statuses of the plans are provided in Note [removed: 13 -] [added: 13-] *Pension and Other Postretirement Benefit 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: range] [added: ranged] from [removed: 2.3%] [added: 1.8%] to [removed: 7.5%] [added: 7%] for fiscal [removed: 2020] [added: 2021] and [removed: 1.8%] [added: range from 2%] to 7% fiscal [removed: 2021.][added: 2022.]

We believe the range of rates selected for fiscal [removed: 2020] [added: 2022] reflects the long-term returns expected on the plans’ assets, considering recent market conditions, projected rates of inflation, the diversification of the plans’ assets, and the expected real rates of market returns.

For example, if the discount rate used to value the net pension benefit obligation (“PBO”) at October [removed: 2, 2020] [added: 1, 2021] was higher by 0.5%, the PBO would have been lower at that date by approximately [removed: $212.4] [added: $229.4] million for non-U.S. plans, and by approximately [removed: $19.8] [added: $20.5] 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: 2020] [added: 2021] would be lower by approximately [removed: $20.3] [added: $21.2] million for non-U.S. plans, and by approximately $3.4 million for U.S. plans.

We [removed: used] [added: use] income and market approaches to test our goodwill for possible impairment which requires us to make estimates and judgments.

[removed: We] [added: For the 2021 fiscal year, we] have determined that the fair value of our reporting units substantially exceeded their respective carrying values for the Consolidated Balance Sheets [removed: presented.][added: presented and any analysis beyond the qualitative level was not considered necessary.]

For the Fiscal Years Ended October [added: 1, 2021, October] 2, [removed: 2020, September 27, 2019] [added: 2020] and September [removed: 28, 2018][added: 27, 2019]

| | | | October [removed: 2, 2020] [added: 1, 2021] | | | | | | [removed: September 27, 2019] [added: October 2, 2020] | | | | | | September [removed: 28, 2018] [added: 27, 2019] | | |

| Revenues | | | $ | [removed: 13,566,975] [added: 14,092,632] | | | | | $ | [removed: 12,737,868] [added: 13,566,975] | | | | | $ | [removed: 10,579,773] [added: 12,737,868] | |

| Direct cost of contracts | | | [removed: (10,980,307)] [added: (11,048,860)] | | | | | | [removed: (10,260,840)] [added: (10,980,307)] | | | | | | [removed: (8,421,223)] [added: (10,260,840)] | | |

| Gross profit | | | [removed: 2,586,668] [added: 3,043,772] | | | | | | [removed: 2,477,028] [added: 2,586,668] | | | | | | [removed: 2,158,550] [added: 2,477,028] | | |

| Selling, general and administrative expenses | | | [removed: (2,050,695)] [added: (2,355,683)] | | | | | | [removed: (2,072,177)] [added: (2,050,695)] | | | | | | [removed: (1,771,107)] [added: (2,072,177)] | | |

| Operating Profit | | | [removed: 535,973] [added: 688,089] | | | | | | [removed: 404,851] [added: 535,973] | | | | | | [removed: 387,443] [added: 404,851] | | |

| Interest income | | | [removed: 4,729] [added: 3,503] | | | | | | [removed: 9,487] [added: 4,729] | | | | | | [removed: 8,984] [added: 9,487] | | |

| Interest expense | | | [removed: (62,206)] [added: (72,714)] | | | | | | [removed: (83,847)] [added: (62,206)] | | | | | | [removed: (76,760)] [added: (83,867)] | | |

| Miscellaneous [removed: (expense) income,] [added: income (expense),] net | | | [removed: (37,293)] [added: 76,724] | | | | | | [removed: 20,468] [added: (37,293)] | | | | | | [removed: 11,314] [added: 20,488] | | |

| Total other [removed: expense,] [added: income (expense),] net | | | [removed: (94,770)] [added: 7,513] | | | | | | [removed: (53,892)] [added: (94,770)] | | | | | | [removed: (56,462)] [added: (53,892)] | | |

| Earnings from Continuing Operations Before Taxes | | | [removed: 441,203] [added: 695,602] | | | | | | [removed: 350,959] [added: 441,203] | | | | | | [removed: 330,981] [added: 350,959] | | |

| Income Tax Expense for Continuing Operations | | | [removed: (55,320)] [added: (274,781)] | | | | | | [removed: (36,954)] [added: (55,320)] | | | | | | [removed: (325,632)] [added: (36,954)] | | |

| Net Earnings of the Group from Continuing Operations | | | [removed: 385,883] [added: 420,821] | | | | | | [removed: 314,005] [added: 385,883] | | | | | | [removed: 5,349] [added: 314,005] | | |

| Net Earnings of the Group from Discontinued Operations | | | [removed: 137,984] [added: 10,008] | | | | | | [removed: 559,214] [added: 137,984] | | | | | | [removed: 167,793] [added: 559,214] | | |

| Net Earnings of the Group | | | [removed: 523,867] [added: 430,829] | | | | | | [removed: 873,219] [added: 523,867] | | | | | | [removed: 173,142] [added: 873,219] | | |

| Net Earnings Attributable to Noncontrolling Interests from Continuing Operations | | | [removed: (32,022)] [added: (39,213)] | | | | | | [removed: (23,045)] [added: (32,022)] | | | | | | [removed: (9,534)] [added: (23,045)] | | |

| Net Earnings [removed: (Loss)] Attributable to Jacobs from Continuing Operations | | | [removed: 353,861] [added: 467,022] | | | | | | [removed: 290,960] [added: 353,861] | | | | | | [removed: (4,185)] [added: 290,960] | | |

| Net [removed: Earnings] [added: (Earnings)] Attributable to Noncontrolling Interests from Discontinued Operations | | | — | | | | | | [removed: (2,195)] [added: —] | | | | | | [removed: (177)] [added: (2,195)] | | |

| Net Earnings Attributable to Jacobs from Discontinued Operations | | | [removed: 137,984] [added: 10,008] | | | | | | [removed: 557,019] [added: 137,984] | | | | | | [removed: 167,616] [added: 557,019] | | |

| Net Earnings Attributable to Jacobs | | | $ | [removed: 491,845] [added: 477,030] | | | | | $ | [removed: 847,979] [added: 491,845] | | | | | $ | [removed: 163,431] [added: 847,979] | |

| Net Earnings [removed: (Loss)] Per Share: | | | | | | | | | | | | | | | | | |

| Basic Net Earnings [removed: (Loss)] from Continuing Operations Per Share | | | $ | [removed: 2.69] [added: 3.15] | | | | | $ | [removed: 2.11] [added: 2.69] | | | | | $ | [removed: (0.03)] [added: 2.11] | |

| Basic Net Earnings from Discontinued Operations Per Share | | | $ | [removed: 1.05] [added: 0.08] | | | | | $ | [removed: 4.03] [added: 1.05] | | | | | $ | [removed: 1.21] [added: 4.03] | |

| Basic Earnings Per Share | | | $ | [removed: 3.74] [added: 3.22] | | | | | $ | [removed: 6.14] [added: 3.74] | | | | | $ | [removed: 1.18] [added: 6.14] | |

| Diluted Net Earnings [removed: (Loss)] from Continuing Operations Per Share | | | $ | [removed: 2.67] [added: 3.12] | | | | | $ | [removed: 2.09] [added: 2.67] | | | | | $ | [removed: (0.03)] [added: 2.09] | |

| Diluted Net Earnings from Discontinued Operations Per Share | | | $ | [removed: 1.04] [added: 0.08] | | | | | $ | [removed: 4.00] [added: 1.04] | | | | | $ | [removed: 1.21] [added: 4.00] | |

| Diluted Earnings Per Share | | | $ | [removed: 3.71] [added: 3.20] | | | | | $ | [removed: 6.08] [added: 3.71] | | | | | $ | [removed: 1.18] [added: 6.08] | |

The Company’s operations for [removed: the last three quarters of] fiscal [removed: 2020] [added: 2021] were adversely impacted by COVID-19.

While certain business units of [removed: both] Critical Mission [removed: Solutions and] [added: Solutions,] People & Places Solutions [added: and PA Consulting] have experienced, and may continue to experience, an increase in demand for certain of their services regarding new projects that may arise in response to the COVID-19 pandemic, it is still expected that COVID-19 is likely to continue to have an adverse impact on each of Critical Missions [removed: Solutions and] [added: Solutions,] People & Places Solutions [added: and PA Consulting] in fiscal [removed: 2021,] [added: 2022,] although to a lesser degree than what was seen in [added: 2021 or] 2020.

Net earnings attributable to the Company from continuing operations for fiscal [removed: 2020] [added: 2021] were [removed: $353.9] [added: $467.0] million (or [removed: $2.67] [added: $3.12] per diluted share), an increase of [removed: $62.9] [added: $113.2] million, or [removed: 21.6%,] [added: 32.0%,] from [removed: $291.0] [added: $353.9] million (or [removed: $2.09] [added: $2.67] per diluted share) for the prior year.

[removed: Included in the Company’s operating results for the current year were $56.9 million (or $0.43 per share) in after tax fair value losses recorded in] [added: In comparison,] miscellaneous income (expense), [removed: net, associated with our investment in Worley stock (net of Worley stock dividend) and certain foreign currency revaluations relating to] [added: net for] the [removed: ECR sale and $248.2] [added: corresponding 2020 period included pre-tax earnings of $330.2] million in [removed: after-tax] Restructuring and other charges and transaction costs associated in part with the Company's fourth quarter fiscal 2020 transformation initiatives relating to real estate and other staffing programs which are discussed in Note [removed: 16-] [added: 17-] *Restructuring and Other [removed: Charges.* Also, fiscal 2020 results were impacted by charges] [added: Charges* and $74.5 million in pre-tax fair value losses] associated with [removed: the Company's acquisition] [added: our investment in Worley stock (net] of [removed: John Wood Groups' nuclear consulting, remediation] [added: Worley stock dividend)] and [removed: program management business along with charges] [added: certain foreign currency revaluations] relating to the [removed: integration of the KeyW and CH2M acquisitions and the sale of ECR.][added: ECR sale.]

and projected salary increases, among others.

The discount rates used to compute plan liabilities ranged from 0.4% to 6.6% in fiscal 2021 and range of 0.6% to 6.6% in fiscal 2022.

Redeemable Noncontrolling Interests

In connection with the PA Consulting investment, the Company recorded redeemable noncontrolling interests, representing the interest holders' 35% equity interest in the form of preferred and common shares of PA Consulting.

The preferred shares are entitled to a cumulative annual compounding 12% dividend based on the outstanding preferred share subscription price.

These interest holders have certain option rights to put the preferred and common share interests back to the Company at a value based on the fair value of PA Consulting (the redemption values).

Additionally, the Company has an option to call the interests for certain individual shareholders in certain circumstances.

Because the interests are redeemable at the option of the holders and not solely within the control of the Company, the Company classified the interests in redeemable noncontrolling interests within its Consolidated Balance Sheet at their redemption values.

The optional redemption features may become exercisable no earlier than five years from the March 2, 2021 closing date, or upon the occurrence of certain other events.

The Company has deemed these interests probable of becoming redeemable in the future and requiring their measurement at the greater of (i) the redemption amount that would be paid if settlement occurred at the balance sheet date, or (ii) the historical value resulting from the original acquisition date fair value plus the impact of any earnings or loss attribution amounts, including dividends.

The fair value of the the PA Consulting redeemable noncontrolling interests is determined using an income and market approach.

Further, any excess in redemption amounts over the historical values of the interests is recognized as an increase to redeemable noncontrolling interests and an offsetting decrease in consolidated retained earnings.

Additionally, particular to the preference share and in certain circumstances the ordinary share components of redeemable noncontrolling interests, such decrease in consolidated retained earnings is also reflected as a corresponding downward adjustment to net earnings attributable to Jacobs for purposes of the calculation of consolidated earnings per share attributable to common shareholders.

We evaluate impairment of goodwill either by assessing qualitative factors to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount, or by performing a quantitative assessment.

Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and circumstances affecting the reporting unit.

If we choose to perform a qualitative assessment and after considering the totality of events or circumstances, we determine it is more likely than not that the fair value of our reporting unit is less than its carrying amount, we would perform a quantitative fair value test.

| Net Loss Attributable to Redeemable Noncontrolling Interests | | | 85,414 | | | | | | — | | | | | | — | | |

2021 Overview

Overall favorable operating profit improvements during the current year compared to the last year benefited from our PA Consulting and Buffalo Group investing activities in the current year as well as operating profit results in our legacy businesses.

These favorable items were offset by the one-time impact of $261.4 million in relation to certain transaction proceeds amounts for the PA investment required to be treated as post-completion compensation expense due to continuing employment requirements associated with employees of PA receiving transaction proceeds in accordance with US generally accepted accounting principles.

This required treatment had no impact on the total purchase consideration for this investment.

Additionally, included in the Company's reported results in miscellaneous income (expense), net from continuing operations for the year ended October 1, 2021 was $34.7 million in pre-tax net gains associated with our investment in Worley stock (net of Worley stock dividend), which was sold during the fourth quarter fiscal 2021, and certain foreign currency revaluations relating to the ECR sale, as well as pre-tax realized gains associated with our investment in C3.ai, Inc. ("C3") of $49.6 million, which was sold during fiscal 2021, as further discussed Note 8- *Joint Ventures, VIEs and Other Investments.* Further, $38.6 million in offsetting pre-tax other-than-temporary impairment charges were recorded for our AWE Management Ltd ("AWE") investment in fiscal 2021.

Key drivers for this year-over-year increase include $48.7 million related to nondeductible compensation expense relating to the PA Consulting acquisition, $25.6 million related to tax law changes enacted in the United Kingdom, and the current year change in valuation allowance of $38.9 million as compared to income tax benefits during fiscal 2020 of $11.3 million for the release of uncertain tax positions, $6.8 million related to income tax rate changes, the prior year change in valuation allowance of $16.9 million, with the remaining increase related mainly to higher levels of pre-tax income in 2021.

Included in net earnings attributable to the Company from discontinued operations for the current year was the pre-tax gain amount of $15.6 million associated with the final working capital settlement with Worley in connection with the ECR sale during the current year.

For further discussion, see Note 16 - *Sale of Energy, Chemicals and Resources ("ECR") Business*.

On March 2, 2021, Jacobs completed the strategic investment of a 65% interest in PA Consulting.

For further discussion, see Note 14- *PA Consulting Business Combination*.

On November 24, 2020, Jacobs completed the acquisition of Buffalo Group.

For further discussion, see Note 15- *Other Business Combinations.*

Subsequent to October 1, 2021, the Company has entered into the planning stages for identifying certain additional leased space that it intends to abandon or market for sublease and expects to record associated impairment charges in fiscal 2022 upon finalization of these plans.

Potential charges for these plans are expected to approximate up to $70 million.

The increase in revenues was due partly to fiscal 2021 incremental revenues from the PA Consulting investment completed in March 2021, the Buffalo Group business acquisition completed in November 2020 and the March 2020 John Wood Group nuclear business acquisition.

In addition, revenue growth benefited from favorable foreign currency translation of $238.6 million for the year ended October 1, 2021, in our international businesses, as compared to unfavorable impacts of $30.8 million for the corresponding period last year.

The current year benefits were partially offset by market conditions and certain contract wind downs in our U.S. businesses and the extra week of activity in fiscal 2020.

The increase in our gross profit and gross profit margins were mainly attributable to the recent business acquisitions mentioned along with favorable foreign currency translation impacts in our international businesses partially offset by market conditions and certain contract wind downs in our U.S. businesses and the extra week of activity in fiscal 2020 as noted above.

The current year's results were impacted by incremental SG&A expenses from the recent business acquisitions mentioned above and higher personnel-related costs, partly offset by lower other operational overhead costs and the extra week of activity in fiscal 2020.

Incremental SG&A expenses from the above-mentioned business acquisitions have been offset in part by continued reductions in personnel-related and other overhead costs resulting from our ongoing cost reduction programs.

The increase in net interest expense year over year is primarily due to the higher levels of debt outstanding in the current year as a result of the PA acquisition, partially offset by lower interest rates.

Also included in miscellaneous (expense) income during the current year are pre-tax realized gains of $49.6 million related to holdings of our C3 shares sold during the period, as further discussed in Note 11 - Joint Ventures, VIEs and Other Investments.

These favorable impacts for fiscal 2021 were partially offset by other-than-temporary impairment charges on our investment in AWE in the amount of $38.6 million.

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.

Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client.

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.

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.

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.

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.

The assets of a joint venture are restricted for use to the obligations of the particular joint venture and are not available for general operations of the Company.

Our risk of loss on these arrangements is usually shared with our partners.

The liability of each partner is usually joint and several, which means that each partner may become liable for the entire risk of loss on the project.

Furthermore, on some of our projects, the Company has granted guarantees which may encumber both our contracting subsidiary company and the Company for the entire risk of loss on the project.

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.

See Note 18- *Contractual Guarantees, Litigation, Investigations and Insurance* for further discussion.

The discount rates used to compute plan liabilities decreased year over year with a range of 1.3% to 8.1% in fiscal 2019 and a range of 0.2% to 7.1% 2020.

Additionally, as a contractor providing services to the U.S. federal government we are subject to many types of audits, investigations, and claims by, or on behalf of, the government including with respect to contract performance, pricing, cost allocations, procurement practices, labor practices, and socioeconomic obligations.

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 United States, as well as by various government agencies representing jurisdictions outside the United States.

Impairment of Long-Lived Assets

Our long-lived assets other than goodwill principally consist of right-of-use lease assets, property, equipment and improvements, and finite-lived intangible assets.

These long-lived assets are evaluated for impairment for each of our asset groups in accordance with ASC 360 by first identifying whether indicators of impairment exist.

If such indicators are present, we assess long-lived asset groups for recoverability based on estimated future undiscounted cash flows.

For asset groups where the recoverability test fails, the fair value of each asset group is then estimated and compared to its carrying amount.

An impairment loss is recognized for the amount by which an asset group’s carrying value exceeds its fair value.

2020 Overview

Our fiscal 2019 results included $259.8 million (or $1.86 per share) in after-tax Restructuring and other charges and transactions costs associated with the Company's KeyW and CH2M acquisitions and the ECR sale.

Key drivers for this year-over-year increase in the effective tax rate include a reduction in valuation allowance releases in fiscal year 2020, as well as an increase in tax on foreign earnings in the U.S.

Additionally, the year-over-year change was also driven by the gain on sale recognized in the fiscal 2019 period and the absence of normal operating results of the ECR business as reported in the prior year.

Included in the current year results from discontinued operations is the pre-tax gain on sale of the ECR business of $110.2 million*.* Included in prior year results from discontinued operations is the pre-tax gain on the sale of the ECR business of $935.1 million, see Note 15- *Sale of Energy, Chemicals and Resources ("ECR") Business.*

On March 6, 2020, a subsidiary of Jacobs completed the acquisition of the nuclear consulting, remediation and program management business of John Wood Group for an enterprise value of £246 million, or approximately $317.9 million, less cash acquired of $24.3 million.

On June 12, 2019, we acquired KeyW, a U.S. based national security solutions provider to the intelligence, cyber, and counterterrorism communities.

On December 15, 2017, we acquired CH2M, a provider of international engineering, construction and technical services.

The increase in revenues was due primarily to the a full year of revenues in fiscal 2020 from the KeyW acquisition completed in June 2019, impacts from the March 2020 John Wood Group nuclear business acquisition and growth in our legacy People & Places Solutions businesses, offset in part by impacts from the COVID 19 pandemic.

Also, our revenues were impacted by an extra week of activity in fiscal 2020, see Note 1- *Description of Business and Basis of Presentation* in the notes to the consolidated financial statements.

The slight differences in year over year gross margin trends were attributable mainly to legacy portfolio mix and lower overhead rate impacts on revenue, with partial offsets from favorable margin trends from our recent KeyW and John Wood Group nuclear business acquisitions and as well as year over year impacts from lower overhead reimbursement rates resulting from our ongoing cost reduction programs partially offset by COVID-19 cost mitigation efforts.

The decrease in SG&A expenses as compared to the prior year was due primarily to less expense relating to the Transition Services Agreement (the "TSA") with Worley, which expired in April 2020, although the parties agreed to extend certain of the services beyond the initial term, and reductions in personnel related and other overhead costs resulting from our ongoing cost reduction programs as well as COVID-19 cost mitigation efforts, partially offset by incremental SG&A expenses from the KeyW and John Wood Group nuclear business acquisitions and the extra week of activity in fiscal 2020.

In comparison, the prior year included $350.3 million of restructuring and other charges and transaction costs.

The decrease in net interest expense year over year is primarily due to the paydown of debt subsequent to the ECR sale in the prior year third quarter.

Please see the Note 9- *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 Revolving Credit [removed: Facility] [added: Facility, Term Loan Facilities] and Note Purchase Agreement.

Our Revolving Credit Facility, [removed: 2020] Term Loan [removed: Facility] [added: Facilities] and certain other debt obligations are subject to variable rate interest which could be adversely affected by an increase in interest rates.

As of October [removed: 2, 2020,] [added: 1, 2021,] we had an aggregate of [removed: $1.2] [added: $2.4] billion in outstanding borrowings under our Revolving Credit Facility and [removed: 2020] Term Loan [removed: Facility.][added: Facilities.]

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 Revolving Credit Facility and the [removed: 2020] Term Loan [removed: Facility).][added: Facilities).]

Depending on the Company’s Consolidated Leverage Ratio, borrowings under the Revolving Credit Facility and the [removed: 2020] Term Loan [removed: Facility] [added: Facilities] bear interest at a Eurocurrency rate plus a margin of between 0.875% and [removed: 1.5%] [added: 1.625%] or a base rate plus a margin of between 0% and [removed: 0.5%.][added: 0.625%.]

However, as discussed in Note [removed: 17-] [added: 18-] *Commitments and Contingencies and Derivative Financial Instrument*s, we have entered into swap agreements with an aggregate notional value of [removed: $911.5] [added: $923.9] million to convert the variable rate interest based liabilities associated with a corresponding amount of our debt into fixed interest rate liabilities, leaving [removed: $267.1 million] [added: $1.5 billion] in principal amount subject to variable interest rate risk.

For the year ended October [removed: 2, 2020,] [added: 1, 2021,] our weighted average floating rate borrowings [added: that are subject to floating rate exposure] were approximately [removed: $1.2] [added: $1.4] billion.

If floating interest rates had increased by 1.00%, our interest expense for the year ended October [removed: 2, 2020] [added: 1, 2021] would have increased by approximately [removed: $12.2] [added: $14.3] million.

The Company has [removed: $521.5] [added: $506.5] million in notional value of exchange rate sensitive instruments at October [removed: 2, 2020.][added: 1, 2021.]

See Note [removed: 17-] [added: 18-] *Commitments and* *Contingencies and Derivative Financial Instruments* for discussion.

Page 76

[removed: If we,] [added: Failure to maintain safe work sites by us,] the [removed: owner,] [added: owner] or others working at the project site [removed: fail] [added: can lead] to [removed: maintain safe work sites, and] our employees or others [removed: become] [added: becoming] injured, disabled or even [removed: lose] [added: losing] their lives, [removed: we can be exposed] [added: and exposes us] to significant financial losses and reputational harm, as well as civil and criminal liabilities.

- 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 and damage our reputation.]

- Our use of joint [removed: ventures and] [added: ventures,] partnerships [added: and strategic investments in entities] exposes us to risks and uncertainties, many of which are outside of our control

- Employee, agent or partner [removed: misconduct] [added: misconduct,] or our overall failure to comply with laws or [removed: regulations] [added: regulations,] could weaken our ability to win contracts, which could result in reduced revenues and profits.

- We may be required to contribute additional cash to meet any underfunded benefit obligations associated with retirement and post-retirement benefit plans we [removed: manage.][added: manage or for which we have contribution and/or funding obligations.]

- Our business strategy relies in part on acquisitions [added: and strategic investments] to sustain our growth.

[removed: Acquisitions of other companies] [added: These transactions] present certain risks and uncertainties.

[removed: Since then,] [added: To attempt to mitigate the spread of the pandemic,] there have been extraordinary and wide-ranging actions taken by international, federal, state and local public health and governmental authorities to contain and combat the outbreak of COVID-19 in regions across the United States and around the world.

These actions include quarantines and “stay-at-home” or “shelter-in-place” orders, social distancing measures, travel restrictions, school closures and similar mandates for many individuals in order to substantially restrict daily activities and orders for many businesses to curtail or cease normal operations unless their work is critical, essential or [removed: life-][added: life-sustaining and to require their employees to be vaccinated against COVID-19 as a condition for continued employment.]

[removed: Additionally, these] [added: These] and other government-sponsored assistance and stimulus programs are subject to renewal, modification or termination by the applicable governing bodies.

[removed: While] [added: Although] many of our employees can effectively perform their responsibilities while working remotely, some work is not well-suited for remote work, and that work may not be completed as efficiently as if it were performed on site.

Even after the COVID-19 pandemic subsides, we could experience a longer-term impact on our operating expenses, including, for example, [removed: due to] the need for enhanced health and hygiene requirements or the periodic revival of social distancing or other measures in one or more regions in attempts to counteract future outbreaks.

[added: -] We may experience difficulties associated with hiring additional employees or replacing employees, in particular with respect to roles that require security clearances or other special qualifications that may be limited or difficult to [removed: obtain.][added: obtain, as well as with effectively training and integrating new employees, and in the short term, to do so remotely during the COVID-19 pandemic.]

Increased turnover rates of our employees could increase operating costs and create challenges for us in maintaining high levels of employee awareness [removed: of][added: of, and compliance with, our internal procedures and external regulatory compliance requirements, in addition to increasing our recruiting, training and supervisory costs.]

We also face the possibility of increased overhead or other expenses resulting from compliance with any [added: current and] future government orders or other measures enacted in response to the COVID-19 pandemic.

Any inability to [removed: obtain additional liquidity as and when needed, or to maintain compliance with] [added: ensure any of] the [removed: instruments governing our indebtedness,] [added: foregoing] could have a material adverse effect on our [removed: business, financial condition] [added: business] and results of operations.

COVID-19, and the volatile regional and global economic conditions stemming from the pandemic, as well as reactions to future pandemics or resurgences of COVID-19, could also precipitate or aggravate the other risk factors that we identify in [removed: in] this Annual Report on Form 10-K, which in turn could materially adversely affect our business, financial condition and results of operations.

[removed: If we,] [added: Failure to maintain safe work sites by us,] the [removed: owner,] [added: owner] or others working at the project site [removed: fail] [added: can lead] to [removed: maintain safe work sites, and] our employees or others [removed: become] [added: becoming] injured, disabled or even [removed: lose] [added: losing] their lives, [removed: we can be exposed] [added: and exposes us] to significant financial losses and reputational harm, as well as civil and criminal liabilities.

[removed: If we,] [added: The failure by us] or others working at such [removed: sites, fail] [added: sites] to implement [removed: such] [added: safety] procedures or [removed: if] the [removed: procedures we implement are ineffective,] [added: implementation of ineffective procedures,] or [removed: if others working at] the [removed: site fail] [added: failure] to implement and follow appropriate safety procedures, [added: subjects] our employees and others [removed: may become injured, disabled] [added: to the risk of injury, disability] or [removed: even lose their lives,] [added: loss of life, and subjects us to risk that] the completion or commencement of our projects may be delayed and we may be exposed to litigation or investigations.

[removed: Unsafe work sites] also have the potential to increase employee turnover, increase the cost of a project to our clients and raise our operating and insurance costs.

In addition, our projects can involve the handling of hazardous and other highly regulated materials, [removed: which, if improperly handled or disposed of, could] [added: and we are] subject [removed: us] to [added: the risk that the improper handling or disposal of such materials can lead to] civil and/or criminal liabilities.

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 project sites and maintenance sites, the failure to comply with such regulations could subject [added: us to liability.]

As a result, we [removed: may] [added: often] incur significant costs for engineering, materials, components, equipment, labor or subcontractors prior to receipt of payment from a customer.

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

Competition can place downward pressure on our contract prices and profit margins, which [removed: may force] [added: at times forces] 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 become responsible for costs or other liabilities we have not accepted in the past.

For fiscal [removed: 2020,] [added: 2021,] approximately 24% of our revenues were earned under fixed-price contracts.

Fixed-price contracts are established in part on partial or incomplete designs, cost and scheduling estimates that are based on a number of assumptions, including those about future economic conditions, commodity and other materials pricing and [added: cost and] availability of [removed: labor,] [added: labor (including the cost of any related benefits or entitlements),] equipment and materials and other exigencies.

[added: Cost overruns can occur, leading to reduced profits or, in some cases, a loss for that project for a variety of reasons, including if the] design or the estimates prove inaccurate or if circumstances change due to, among other things, unanticipated technical problems, difficulties in obtaining permits or approvals, changes in local laws or labor conditions, weather or other delays beyond our control, changes in the costs of equipment or raw materials, our vendors’ or subcontractors’ inability or failure to perform, or changes in general economic [removed: conditions, then cost overruns may occur and we could experience reduced profits or, in some cases, a loss for that project.][added: conditions.]

Like fixed-price contracts, the expected cost of cost-reimbursable projects [removed: are] [added: is] based in part on partial design and our estimates of the resources and time necessary to perform such contracts.

[removed: The loss] [added: If we, or any] of [added: our subsidiaries] or [added: companies in which we have made strategic investments, lose, or experience] a significant reduction [removed: in] [added: in,] business from one or a few [removed: customers] [added: customers, it] could have a material adverse impact on us.

A few clients have in the [removed: past] [added: past,] and may in the [removed: future] [added: future,] account for a significant portion of our revenue and/or [added: backlog, or the revenue and/or] backlog [added: for our subsidiaries or companies] in [added: which we have made strategic investments, in] any one year or over a period of several consecutive years.

For example, in fiscal [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] approximately 33%, [removed: 27%] [added: 33%] and [removed: 32%,] [added: 27%,] respectively, of our revenue was earned directly or indirectly from agencies of the U.S. federal government.

[removed: Our loss] [added: If we, or any] of [added: our subsidiaries] or [added: companies in which we have made strategic investments, lose, or experience] a significant reduction in business from a significant client could have a material adverse impact on our business, financial condition, and results of operations.

As of the end of fiscal [removed: 2020,] [added: 2021,] our backlog totaled approximately [removed: $23.8] [added: $26.6] billion.

Typically, our incentive fees are based on such things as achievement of target completion dates or target costs, overall [removed: safety performance, overall client satisfaction and other performance criteria.]

Contracts with the U.S. federal government and other governments and their agencies, which are a significant source of our revenue and profit, are subject to various uncertainties, restrictions, and regulations including oversight [added: audits by various government authorities as well as profit and cost controls, which could result in withholding or delay of payments to us.]

Since government contracts represent a significant percentage of our revenues (for example, those with the U.S. federal government represented approximately 33% of our total revenue in fiscal [removed: 2020),] [added: 2021),] 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.

In addition, any or all of our government contracts could be terminated, we could be suspended or debarred from all government contract work, or payment of our costs could be [removed: disallowed.]

[removed: If we fail] [added: Failure] to provide our services in accordance with applicable professional standards or contractual [removed: requirements, we could be exposed] [added: requirements exposes us] to significant monetary damages or even criminal violations.

Our engineering practice, for example, involves professional judgments regarding the planning, design, development, construction, [added: operations and management of industrial facilities and public infrastructure projects.]

- Our professional reputation and relationships with U.S. government agencies are critical to our business, and any harm to our reputation or relationships could decrease the amount of business the U.S. government does with us, which could have a material adverse effect on our business, financial condition and results of operations.

- Our focus on new growth areas for our business entails risks, including those associated with new relationships, clients, talent needs, capabilities, service offerings, and maintaining our collaborative culture and core values.

Risks Related to Climate Change

- We may be unable to achieve our climate commitments and targets.

Despite the availability of vaccines in some geographies, COVID-19 continues to spread throughout the United States and globally, including in regions where we have significant operations and personnel, and uncertainties exist as to the efficacy of vaccines against new variants or mutations of COVID-19.

Although there has been an easing of restrictions in certain jurisdictions, some of these restrictions have been reinstated in other jurisdictions, or could be reinstated in the future, to manage a resurgence or new outbreak of COVID-19, including in connection with new variants or mutations of the virus.

In addition, the reopening of businesses and economies in certain countries is creating a variety of new challenges, including, for example, higher prices for goods and services, limited availability of products, and disruptions to supply chains.

As such, the duration, severity of its effects and ultimate impact to the world’s population and the global economy are still unknown.

- While we have begun voluntary phased re-openings in our offices in accordance with guidance provided by government agencies, the majority of our employees are currently still working remotely.

In addition, our management team has spent, and will likely continue to spend, significant time, attention and resources monitoring the COVID-19 pandemic and seeking to manage its effects on our business and workforce..

A long-term continuation of these restrictions could, among other things, negatively impact employee morale and productivity.

Any failure to

preserve our culture could harm our future success, including our ability to retain and recruit personnel, innovate and operate effectively and execute on our business strategy.

- Consistent with public health guidance and Executive Order 14042 mandating COVID-19 vaccination for employees of businesses servicing federal contracts, we have announced a Company policy requiring full COVID-19 vaccinations of all employees in the United States and Canada, except for employees who qualify for medical or religious exemptions.

This policy, along with the federal vaccine mandate, may result in employee attrition and difficulty securing future labor needs, and could impair our ability to perform certain contractual services, to retain such contracts, and to win new business, all of which could have an adverse effect on our business, results of operations and/or cash flows.

Unsafe work sites

safety performance, overall client satisfaction and other performance criteria.

The U.S. government may also shift its spending focus away from areas, such as defense and space exploration, and towards other areas in which we do not currently provide services.

Page 27

disallowed.

We monitor the financial health of the insurance companies from which we

projects.

- Geopolitical developments that impact our or our clients’ ability to operate in a foreign country;

Moreover, recent events, including change in U.S. trade policies and responsive changes in policy by foreign jurisdictions and similar geopolitical developments and uncertainty in the E.U., Asia and elsewhere, have increased levels of political and economic unpredictability globally, and may increase the volatility of global financial markets and the global and regional economies.

Our information technology systems, which have grown over time, including through acquisitions, are vulnerable to failure, malicious intrusion and attack.

These systems have, and will continue to experience threats, including

While we have security measures and technology in place designed to protect our and our clients’ proprietary or classified information, there can be no assurance that our efforts will prevent all threats to our computer systems.

- Valuation estimates for redeemable noncontrolling interests calculations;

We are also a participating employer in various Multi-Employer Pension Plans ("MEPPs") associated with some of the work we perform on a union basis, which MEPPs are managed by third party trusts and over which we have no control, including as to how the MEPPs are managed or financial investment decisions are made.

If any of these MEPPs is underfunded, we could face the imposition of underfunded liability or withdrawal liability at a materially adverse level.

On November 15, 2021, President Biden signed into law the Infrastructure Investment and Jobs Act.

While the Act provides for funding in many of the markets in which the Company operates, the timing of the award of projects funded by the Act is uncertain, and the Company may not be able to obtain the expected benefits from the Act or any other infrastructure or stimulus spending.

On December 24, 2020, the E.U. and the U.K. agreed the terms of a trade and cooperation agreement which sets out the terms of their future relationship, which we refer to as the Trade Agreement.

The Trade Agreement was approved by the U.K. Parliament, and applied provisionally until the end of April 2021, when the European Parliament approved the Trade Agreement.

The Trade Agreement offers U.K. and E.U .businesses preferential access to each other’s markets, ensuring imported goods will be free of tariffs and quotas.

However, economic relations between the U.K. and the E.U. will now be on more restricted terms than before and there remains uncertainty around the post-Brexit regulatory environment, as the provisions of the Trade Agreement do not cover the services sector.

The diverging regulatory environments also add additional complexity to our compliance programs.

resources toward identifying and integrating new personnel into leadership roles and other key positions.

These transactions present a number of risks, including:

- For strategic investments in which we do not acquire 100% of the target company, the other equity holders may have consent rights over certain actions taken by the company;

Our project execution activities may result in liability for faulty services.

- Delaware law and our charter documents may impede or discourage a takeover or change of control.

On March 11, 2020, the World Health Organization characterized the outbreak of the novel coronavirus (“COVID-19”) as a global pandemic and recommended certain containment and mitigation measures.

On March 13, 2020, the United States declared a national emergency concerning the outbreak, and the vast majority of states and many municipalities declared public health emergencies or taken similar actions.

sustaining.

Although certain jurisdictions have taken steps to lift or ease such restrictions to various degrees, some jurisdictions have subsequently reversed such lifting or easing in response to increased cases of COVID-19.

For example, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) contains provisions that authorize Federal Agencies to pay contractors to retain key workers where regular work schedules are not possible due to quarantines or other social isolation measures.

We have pursued payment for these alternative work arrangements with applicable Federal Agencies or contracting officials and will continue to assess the availability of such subsidies on a contract-by-contract basis.

Certain foreign governments are also permitting contracting authorities to revise the terms of government contracts and/or providing various forms of subsidies to compensate companies who maintain their workforce rather than impose layoffs or furloughs.

Certain other governments have provided partial expense reimbursement for furloughed employees and also provided for the deferral of payroll taxes.

Although we expect to recover a significant portion of COVID-19 related labor costs, we do not expect to recover the full amount of either our labor cost or associated fee.

- Many employers, including us, and governments continue to require all or a significant portion of employees to work from home or not go into their offices.

- We have furloughed certain employees and may need to further furlough or reduce the number of employees that we employ.

and compliance with our internal procedures and external regulatory compliance requirements, in addition to increasing our recruiting, training and supervisory costs.

- The COVID-19 pandemic has increased volatility and pricing in the capital markets, and that increased volatility is likely to continue.

While we entered into a new $1 billion term loan facility in the second quarter of fiscal 2020, we might not be able to access further sources of liquidity on acceptable pricing or borrowing terms if at all.

Our credit facilities 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, whether as a result of the impact of the COVID-19 pandemic on our business or otherwise, could result in a default under one or more of our credit facilities and limit our ability to do further borrowing.

us to liability.

If the

audits by various government authorities as well as profit and cost controls, which could result in withholding or delay of payments to us.

operations and management of industrial facilities and public infrastructure projects.

of working capital pending the resolution of the relevant change orders and claims.

Act, pose increasingly complex compliance challenges and potentially elevate costs, and any failure to comply with these laws and regulations could result in significant penalties and legal liability.

The PAA

- Valuation of investment in Worley stock.

As a result of the U.K.’s exit from the E.U., there may be greater restrictions on imports and exports between the U.K. and E.U. countries and increased regulatory complexities.

In 2020, the World Economic Forum identified failure to act on climate change and related environmental issues as one of the top ten risks in terms of impact and likelihood for the first time.

In 2017, the Task-force on Climate-related Financial Disclosures (TCFD),which is an industry-led group tasked within bringing climate related financial reporting into the mainstream, estimated that the value of the global stock of manageable assets at risk from climate change between now and the year 2100 could be up to $43 trillion USD.

The risk framework put forward by the TCFD encourages organizations to consider climate risks and their materiality in four domains (Market/technology; Reputation; Policy/legal; Physical) and across two climate scenarios (“Paris Agreement”, or low carbon scenario; and “Business As Usual (BAU)”, or high carbon scenario).

As further described below, each domain could pose a material risk to the Company at a business and/or project level and could have a material adverse impact on our business, financial condition and results of operations:

- Market and technological shifts: We expect that climate-related market and technological shifts will likely be driven by urban development, population growth, quality of life expectations of an emerging middle class in historically developing countries and developments in digital technologies.

This could create demand for: low and zero carbon energy, industrial processes and infrastructure; resilience services for natural environments, infrastructure and communities; and the application of “smart”, data-driven technologies.

- Reputation: Our reputation is influenced by our delivery performance, client engagement, innovation, price (of our labor and projects), regulatory compliance and risk management.

We anticipate, particularly under our Paris Agreement (1.5°C) scenario, that our reputation with external and internal stakeholders could also be increasingly influenced by our values and practices regarding low/zero carbon transformation.

- Policy and legal: Policy and legal environments are expected to diverge sharply between our 4°C (BAU) and 1.5°C (Paris Agreement) scenarios, with the divergence mainly relating to greenhouse gas emissions and the extent to which low/zero carbon transitions are driven.

We expect that some national and sub-national jurisdictions and some of our clients may advocate for the transition, regardless of the extent to which there is global alignment with the Paris Agreement.

In contrast, both scenarios are expected to converge on climate change-related litigation and policy advocacy and regulatory support for climate resilience.

- Physical risks: There could be significant physical risks from climate change under both our 4°C and 1.5°C scenarios.

The information required by this Item 3 is included in Note [removed: 18 —] [added: 19-] *Contractual Guarantees, Litigation, Investigations and 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.

For the fiscal year ended October [removed: 2, 2020][added: 1, 2021]

There were [removed: 129,623,428] [added: 128,948,685] shares of common stock outstanding as of November 12, [removed: 2020.][added: 2021.]

The aggregate market value of the Registrant’s common equity held by non-affiliates was approximately [removed: $9.6] [added: $16.9] billion as of [removed: March 27, 2020,] [added: April 2, 2021,] based upon the last reported sales price on the New York Stock Exchange on that date.

Portions of the Registrant’s definitive proxy statement to be issued in connection with its [removed: 2021] [added: 2022] annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Fiscal [removed: 2020] [added: 2021] Annual Report on Form 10-K

| | | | | | | Item 1. | | | | | | [removed: [Business](#ie21d1d9356bf4a909173e7e442187281_13)] [added: [Business](#i28b316226c6942479caa7cdd937e9648_13)] | | | | | | Page [removed: [4](#ie21d1d9356bf4a909173e7e442187281_13)] [added: [3](#i28b316226c6942479caa7cdd937e9648_13)] | | |

| | | | | | | Item 1A. | | | | | | [Risk [removed: Factors](#ie21d1d9356bf4a909173e7e442187281_16)] [added: Factors](#i28b316226c6942479caa7cdd937e9648_16)] | | | | | | Page [removed: [28](#ie21d1d9356bf4a909173e7e442187281_16)] [added: [21](#i28b316226c6942479caa7cdd937e9648_16)] | | |

| | | | | | | Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#ie21d1d9356bf4a909173e7e442187281_19)] [added: Comments](#i28b316226c6942479caa7cdd937e9648_19)] | | | | | | Page [removed: [52](#ie21d1d9356bf4a909173e7e442187281_19)] [added: [46](#i28b316226c6942479caa7cdd937e9648_19)] | | |

| | | | | | | Item 2. | | | | | | [removed: [Properties](#ie21d1d9356bf4a909173e7e442187281_22)] [added: [Properties](#i28b316226c6942479caa7cdd937e9648_22)] | | | | | | Page [removed: [52](#ie21d1d9356bf4a909173e7e442187281_22)] [added: [46](#i28b316226c6942479caa7cdd937e9648_22)] | | |

| | | | | | | Item 3. | | | | | | [Legal [removed: Proceedings](#ie21d1d9356bf4a909173e7e442187281_25)] [added: Proceedings](#i28b316226c6942479caa7cdd937e9648_25)] | | | | | | Page [removed: [52](#ie21d1d9356bf4a909173e7e442187281_25)] [added: [46](#i28b316226c6942479caa7cdd937e9648_25)] | | |

| | | | | | | Item 4. | | | | | | [Mine Safety [removed: Disclosure](#ie21d1d9356bf4a909173e7e442187281_28)] [added: Disclosure](#i28b316226c6942479caa7cdd937e9648_28)] | | | | | | Page [removed: [52](#ie21d1d9356bf4a909173e7e442187281_28)] [added: [46](#i28b316226c6942479caa7cdd937e9648_28)] | | |

| | | | | | | Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ie21d1d9356bf4a909173e7e442187281_34)] [added: Securities](#i28b316226c6942479caa7cdd937e9648_34)] | | | | | | Page [removed: [53](#ie21d1d9356bf4a909173e7e442187281_34)] [added: [47](#i28b316226c6942479caa7cdd937e9648_34)] | | |

| | | | | | | Item 6. | | | | | | [Selected Financial [removed: Data](#ie21d1d9356bf4a909173e7e442187281_37)] [added: Data](#i28b316226c6942479caa7cdd937e9648_37)] | | | | | | Page [removed: [55](#ie21d1d9356bf4a909173e7e442187281_37)] [added: [48](#i28b316226c6942479caa7cdd937e9648_37)] | | |

| | | | | | | Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie21d1d9356bf4a909173e7e442187281_40)] [added: Operations](#i28b316226c6942479caa7cdd937e9648_40)] | | | | | | Page [removed: [56](#ie21d1d9356bf4a909173e7e442187281_40)] [added: [48](#i28b316226c6942479caa7cdd937e9648_40)] | | |

| | | | | | | Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie21d1d9356bf4a909173e7e442187281_67)] [added: Risk](#i28b316226c6942479caa7cdd937e9648_67)] | | | | | | Page [removed: [76](#ie21d1d9356bf4a909173e7e442187281_67)] [added: [64](#i28b316226c6942479caa7cdd937e9648_67)] | | |

| | | | | | | Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#ie21d1d9356bf4a909173e7e442187281_70)] [added: Data](#i28b316226c6942479caa7cdd937e9648_70)] | | | | | | Page [removed: [77](#ie21d1d9356bf4a909173e7e442187281_70)] [added: [64](#i28b316226c6942479caa7cdd937e9648_70)] | | |

| | | | | | | Item 9. | | | | | | [Changes in and Disagreements With Accountants On Accounting and Financial [removed: Disclosure](#ie21d1d9356bf4a909173e7e442187281_73)] [added: Disclosure](#i28b316226c6942479caa7cdd937e9648_73)] | | | | | | Page [removed: [77](#ie21d1d9356bf4a909173e7e442187281_73)] [added: [64](#i28b316226c6942479caa7cdd937e9648_73)] | | |

| | | | | | | Item 9A. | | | | | | [Controls and [removed: Procedures](#ie21d1d9356bf4a909173e7e442187281_76)] [added: Procedures](#i28b316226c6942479caa7cdd937e9648_76)] | | | | | | Page [removed: [77](#ie21d1d9356bf4a909173e7e442187281_76)] [added: [64](#i28b316226c6942479caa7cdd937e9648_76)] | | |

| | | | | | | Item 9B. | | | | | | [Other [removed: Information](#ie21d1d9356bf4a909173e7e442187281_79)] [added: Information](#i28b316226c6942479caa7cdd937e9648_79)] | | | | | | Page [removed: [78](#ie21d1d9356bf4a909173e7e442187281_79)] [added: [66](#i28b316226c6942479caa7cdd937e9648_79)] | | |

| [Part [removed: III](#ie21d1d9356bf4a909173e7e442187281_82)] [added: III](#i28b316226c6942479caa7cdd937e9648_82)] | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie21d1d9356bf4a909173e7e442187281_85)] [added: Governance](#i28b316226c6942479caa7cdd937e9648_85)] | | | | | | Page [removed: [79](#ie21d1d9356bf4a909173e7e442187281_85)] [added: [67](#i28b316226c6942479caa7cdd937e9648_85)] | | |

| | | | | | | Item 11. | | | | | | [Executive [removed: Compensation](#ie21d1d9356bf4a909173e7e442187281_88)] [added: Compensation](#i28b316226c6942479caa7cdd937e9648_88)] | | | | | | Page [removed: [79](#ie21d1d9356bf4a909173e7e442187281_88)] [added: [67](#i28b316226c6942479caa7cdd937e9648_88)] | | |

| | | | | | | Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie21d1d9356bf4a909173e7e442187281_91)] [added: Matters](#i28b316226c6942479caa7cdd937e9648_91)] | | | | | | Page [removed: [79](#ie21d1d9356bf4a909173e7e442187281_91)] [added: [67](#i28b316226c6942479caa7cdd937e9648_91)] | | |

| | | | | | | Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie21d1d9356bf4a909173e7e442187281_94)] [added: Independence](#i28b316226c6942479caa7cdd937e9648_94)] | | | | | | Page [removed: [79](#ie21d1d9356bf4a909173e7e442187281_94)] [added: [67](#i28b316226c6942479caa7cdd937e9648_94)] | | |

| | | | | | | Item 14. | | | | | | [Principal Accounting Fees and [removed: Services](#ie21d1d9356bf4a909173e7e442187281_97)] [added: Services](#i28b316226c6942479caa7cdd937e9648_97)] | | | | | | Page [removed: [79](#ie21d1d9356bf4a909173e7e442187281_97)] [added: [67](#i28b316226c6942479caa7cdd937e9648_97)] | | |

| [Part [removed: IV](#ie21d1d9356bf4a909173e7e442187281_100)] [added: IV](#i28b316226c6942479caa7cdd937e9648_100)] | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#ie21d1d9356bf4a909173e7e442187281_103)] [added: Schedules](#i28b316226c6942479caa7cdd937e9648_103)] | | | | | | Page [removed: [80](#ie21d1d9356bf4a909173e7e442187281_103)] [added: [68](#i28b316226c6942479caa7cdd937e9648_103)] | | |

| | | | | | | | | | | | | [removed: [Signatures](#ie21d1d9356bf4a909173e7e442187281_106)] [added: [Signatures](#i28b316226c6942479caa7cdd937e9648_106)] | | | | | | Page [removed: [83](#ie21d1d9356bf4a909173e7e442187281_106)] [added: [71](#i28b316226c6942479caa7cdd937e9648_106)] | | |

In addition to historical information, this Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of [removed: 1995, including, among other things, statements regarding our future operations, financial condition, and business strategies and future economic and industry conditions.][added: 1995.]

Although such statements are based on management’s current estimates and expectations and/or currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain and [removed: involve risks and uncertainties that could cause our] [added: you should not place undue reliance on such statements as] actual results [removed: to differ materially from what] may [removed: be inferred from the forward-looking statements.][added: differ materially.]

Leveraging a talent force of [removed: more than] [added: approximately] 55,000, Jacobs provides a full spectrum of professional services including consulting, technical, scientific and project delivery for the government and private sector.

Our deep global domain knowledge [removed: -] [added: –] applied together with the latest advances in technology [removed: -] [added: –] are why customers large and small choose to partner with Jacobs.

We operate in two lines of [removed: business:] [added: business areas:] Critical Mission Solutions and People & Places [removed: Solutions.][added: Solutions, as well as a third business segment as a result of our majority investment in PA Consulting Group Limited ("PA Consulting").]

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

We [removed: have turned the course of Jacobs’ future and] are now focused on broadening our leadership in sustainable, high growth sectors.

[removed: We articulate] [added: As part of] our [removed: bold creativity in] [added: strategy,] our [added: new] brand promise: Challenging today.

Our [added: Focus 2023] Transformation Office is charged with driving further innovation, delivering value-creating solutions for our clients and leveraging an integrated digital and technology strategy to improve our efficiency and effectiveness, ultimately freeing up valuable time and resources for reinvestment in our people.

Revenue by Type (Fiscal Year [removed: 2020)][added: 2021)]

[removed: ][added: ]

Technology and Consulting includes [added: engineering and design,] cybersecurity, data analytics, systems and software application integration services and consulting, enterprise and mission IT services, [removed: engineering and design,] nuclear services, enterprise level operations and maintenance 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 [added: engineering and design,] consulting, planning and architecture, program management and other highly technical consulting solutions within People & Places Solutions (P&PS).

| [Part I](#i28b316226c6942479caa7cdd937e9648_10) | | | | | | | | | | | | | | | | | | | | |

| [Part II](#i28b316226c6942479caa7cdd937e9648_31) | | | | | | | | | | | | | | | | | | | | |

Examples of forward-looking statements include, but are not limited to, statements we make concerning the potential continued effects of the COVID-19 pandemic on our business, financial condition and results of operations and our expectations as to our future growth, prospects, financial outlook and business strategy for fiscal 2022 or future fiscal years and the anticipated benefits of the strategic investment in PA Consulting.

We caution the reader that there are a variety of risks, uncertainties and other factors that could cause actual results to differ materially from what is contained, projected or implied by our forward-looking statements..

Such factors include the magnitude, timing, duration and ultimate impact of the COVID-19 pandemic, including the emergence and spread of variants of COVID-19 and any resulting economic downturn on our results, prospects and opportunities;, measures or restrictions imposed by governments and health officials in response to the pandemic, including the requirement for vaccination of our workforce, or if such orders, measures or restrictions are re-imposed after being lifted or eased, including as a result of increases in cases of COVID-19; the effectiveness and distribution of vaccines or treatments for COVID-19, the timing and scope of any government stimulus programs enacted in response to the impacts of the COVID-19 pandemic, including, but not limited to, any additional infrastructure-related stimulus programs, and the timing of the award of projects and funding under the Infrastructure Investment and Jobs Act signed into law by President Biden on November 15, 2021.

The impact of such matters includes, but is not limited to, the possible reduction in demand for certain of our services and the delay or abandonment of ongoing or anticipated projects due to the financial condition of our clients and suppliers or to governmental budget constraints or changes to governmental budgetary priorities; the inability of our clients to meet their payment obligations in a timely manner or at all; potential issues and risks related to a significant portion of our employees working remotely; illness, travel restrictions and other workforce disruptions that have, and could continue to, negatively affect our supply chain and our ability to timely and satisfactorily complete our clients’ projects; difficulties associated with hiring of additional employees; and the inability of governments in certain of the countries in which we operate to effectively mitigate the financial or other impacts of the COVID-19 pandemic on their economies and workforces and our operations therein.

The foregoing factors and potential future developments are inherently uncertain, unpredictable and, in many cases, beyond our control.

For a description of these and additional factors that may occur that could cause actual results to differ from our forward-looking statements, see Item 1A— *Risk Factors* below.

Setting the wheels in motion for our current path, this transformation most recently included acquiring a 65% stake in PA Consulting.

Recent acquisitions of John Wood Group’s nuclear business and The Buffalo Group ("Buffalo Group") further position us as a leader in high-value government services and technology-enabled solutions.

signals our transition to a global technology-forward solutions company.

We began trading as “J” on the New York Stock Exchange in December 2019, and in March 2021 our Global Industry Classifications Standard (GICS®) code changed to Research & Consulting Services.

Jacobs is poised to launch a new three-year strategy that builds on our success over the past three years and takes advantage of a new lens crafted from the incredible pace of change in the world and in our markets.

Our new strategy will be driven by our values and reflective of our vision of becoming a company like no other.

PA Consulting (PA), in which Jacobs has invested a 65% stake, offers end-to-end innovation, accelerating new growth ideas from concept, through design, development, and to commercial success and revitalizing organizations, building the leadership, culture, systems and processes to make innovation a reality.

We believe these services are lower risk.

PlanBeyondSM 2.0 is our enhanced sustainable business strategy that propels the integration of sustainability throughout our operations and client solutions in alignment with the United Nations Sustainable Development Goals (UN SDGs).

Detailed in our Carbon Neutrality Commitment, we became carbon neutral for our operations and business travel in 2020, and we are now focused on fulfilling our science-based carbon-reduction targets for our direct and indirect emissions.

Jacobs.

We put people at the heart of our business: we are a merit-based organization that is inclusive and diverse; we aim to continually recruit and develop the best talent.

As global challenges to our security, well-being and ability to operate evolve, our BeyondZero® strategy continues to drive a safer, more secure, healthier, and more resilient future for our Jacobs family.

We stay focused on managing HSE and security risks effectively and leveraging our Culture of Caring℠ to deliver the best outcomes for our people, the environment, our clients, our communities and our shareholders.

We focus on putting our values into practice.

Around the world, our people craft solutions that affect the way people live; helping to improve social, environmental and economic resiliency.

Our BeyondExcellence Awards celebrate those who raise the bar and deliver the extraordinary with excellence.

At Jacobs, we understand that inclusion means going beyond statements, commitments and initiatives to take tangible action that drives meaningful, measurable change both in our company and in the communities that we serve.

It means

creating a workplace where our differences are not just accepted but are celebrated and harnessed to bring the innovative, extraordinary solutions to life that our clients demand from us.

It means creating a culture of belonging where everyone can thrive — a culture that we call TogetherBeyond℠.

The plan is about achieving true equality for all our employees current and future, with a focus on empowering our Black employees to advance and achieve at Jacobs.

It's about doing our part as a global leader to educate and change the culture in our communities — reaching future talent early to highlight and celebrate their potential.

M&A and Divestitures

The company has made the following recent acquisitions, strategic investments and divestitures:

- On November 19, 2021, Jacobs consummated its previously announced acquisition of BlackLynx ("BlackLynx").

Pursuant to and subject to the terms and conditions of Agreement and Plan of Merger (the “Merger Agreement”), Jacobs acquired all of BlackLynx's outstanding shares of common stock, in a transaction valued at up to $257.5 million, on a cash-free, debt-free basis, including base consideration of $250 million, and a potential earn-out payment of up to $7.5 million.

The amount of any earnout payment will depend on BlackLynx achieving certain revenue and gross margin thresholds in calendar year 2022.

The purchase price was paid in cash and is subject to customary post-closing adjustments.

- On March 2, 2021, Jacobs completed the strategic investment of a 65% interest in PA Consulting, a UK-based leading innovation and transformation consulting firm.

The total consideration paid by the Company was $1.7 billion, funded through cash on hand, a new term loan and draws on the Company's existing revolver.

The remaining 35% interest is held by PA Consulting employees.

| [Part I](#ie21d1d9356bf4a909173e7e442187281_10) | | | | | | | | | | | | | | | | | | | | |

| [Part II](#ie21d1d9356bf4a909173e7e442187281_31) | | | | | | | | | | | | | | | | | | | | |

Factors that could cause or contribute to such differences include, but are not limited to, those listed and discussed in Item 1A— *Risk Factors* below.

This transformation included the $3.2 billion acquisition of CH2M Hill Companies, Ltd ("CH2M") and the $3.4 billion divestiture of the Company's energy, chemicals and resources business.

The alignment of revenue synergies was key to the successful integration of CH2M and created a model for successful follow-on integrations like The KeyW Holding Corporation and John Wood Group’s nuclear business.

These acquisitions 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.

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.

Signaling our transition from an engineering and construction company to a global technology-forward solutions company, we began trading as “J” on the New York Stock Exchange in December 2019.

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

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

We always stay curious and are not afraid to try new things.

We are committed to our clients by bringing innovative solutions that lead to profitable growth and shared success.

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.

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.

In April 2020, we published our first company Climate Action Plan committing to 100% renewable energy for our operations in 20201, net zero carbon for our operations and business travel in 2020, and being carbon negative for our operations and business travel by 2030.

We will achieve net zero carbon in line with global standard PAS 2060:2014.

1 Jacobs has achieved its 2020 Climate Action Plan commitments: carbon neutral status and 100% renewable electricity.

In collaboration with Simetrica-Jacobs, we released a thought leadership paper titled *Before & Beyond the Build: A blueprint for creating social value through infrastructure investments*.

The paper explores how infrastructure investments can contribute to addressing critical societal issues and how infrastructure could be planned, delivered/built and operated to generate enduring social value at scale and help overcome entrenched social issues in our communities.

arts and math (STEAM) programs, and our accessibility practices, including our Disability Employment Action Plan.

Our global STEAM Ambassador network helps us build partnerships with schools and other educational organizations and form lasting relationships that inspire the next generation and sustain our business.

Our global career program "e3: engage.

excel.

elevate." is our unique approach to ensuring every employee can engage with our global network, excel in their role and elevate their career.

Our Total Rewards Compensation Program, includes our unique Global Career Structure framework, combining career planning and development resources and tools

within a consistent career structure.

BeyondZero® is our approach to the health, safety and security of our people, the protection of the environment and the resilience of Jacobs.

Our BeyondZero® culture of caring goes beyond taking health and safety statistics to zero, so that genuine care and respect for all people are fundamental to our culture and reaches beyond our workplace.

We work together to create a workplace that values the safety, positive mental health and sense of belonging of all employees.

While our BeyondZero journey started with safety, as we continued to drive our injury rates down, we also expanded our thinking to our broader culture of caring and particularly mental health.

We live and play in the communities where we work - so we’re personally invested in doing what is right for people in the places and communities we’re connected with.

We craft solutions that affect the way people live.

Thinking beyond one-dimensional approaches to help improve social, environmental and economic resiliency.

We provide infrastructure, technology and intelligence solutions to help communities build resiliency today for a better tomorrow.

From volunteering, employee matching campaigns and other fundraising, to providing wide-ranging technical and logistics support, every day, Jacobs employees around the world make a positive difference for our clients and communities.

The program unites our approximately 55,000 employees to support more than 2 million charities around the globe.

We know that to create a better future, we must ask the difficult questions.

Our properties consist primarily of office space within general, commercial office buildings located in major cities primarily in the following countries: United States; [removed: Azerbaijan;] [added: Armenia;] Australia; [added: Azerbaijan;] Canada; China; Czech Republic; [added: Denmark;] Egypt; France; Germany; Hong Kong; India; Indonesia; Iraq; Ireland; Italy; Kazakhstan; Malaysia; The Netherlands; New Zealand; The Philippines; Poland; Qatar; Romania; Saudi Arabia; Singapore; Slovakia; South Africa; South Korea; Sweden; [added: Switzerland;] Taiwan (Province of China); Thailand; [added: Ukraine;] United Arab Emirates and United Kingdom.

The total amount of space leased by us for all of our operations is approximately [removed: 7.7] [added: 7.4] million square feet.

Page [removed: 52][added: 46]

According to the records of our transfer agent, there were [removed: 3,182] [added: 2,954] shareholders of record as of November 12, [removed: 2020.][added: 2021.]

[removed: During] [added: In the fourth quarter of] fiscal [removed: 2019,] [added: 2021] the Company launched [added: an] accelerated share repurchase [removed: programs] [added: program] by advancing [removed: a total of $500] [added: $250] million to [removed: two] [added: a] financial [removed: institutions] [added: institution] in [added: a] privately negotiated [removed: transactions (collectively, the "2019 ASR Programs").][added: transaction.]

The following table summarizes the activity under the 2019 [added: and 2020] Repurchase [removed: Authorization] [added: Authorizations] during fiscal [removed: 2020:][added: 2021:]

| Amount Authorized (2019 [added: and 2020] Repurchase [removed: Authorization)] [added: Authorizations)] | | | | | | Average Price Per Share (1) | | | | | | Shares Repurchased | | | | | | Total Shares Retired | | |

During the fourth fiscal quarter of 2020, the Company resumed share [removed: repurchases on a limited basis.][added: repurchases.]

As of October [removed: 2, 2020,] [added: 1, 2021,] the Company has [removed: $57.9 million] [added: no] remaining [added: amounts available] under the 2019 Repurchase [added: Authorization and $782.9 million remaining under the 2020 Repurchase] Authorization.

[removed: The] [added: Our] share repurchase programs do not obligate the Company to purchase any shares.

Page [removed: 53][added: 47]

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

The following graph and table shows the changes over the five-year period ended October [removed: 2, 2020] [added: 1, 2021] in the value of $100 as of the close of market on [removed: October 2, 2015] [added: September 30, 2016] in (1) the common stock of Jacobs Engineering Group Inc., (2) the Standard & Poor’s 500 Stock Index and (3) the Standard & Poor's 1500 IT Consulting & Other Services Index.

[removed: ][added: ]

| | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

| $2,000,000,000 | | | | | | $131.22 | | | | | | 1,726,472 | | | | | | 1,726,472 | | |

| Jacobs Engineering Group Inc. | | | 100.00 | | | | | | 113.60 | | | | | | 150.86 | | | | | | 181.65 | | | | | | 185.79 | | | | | | 267.25 | | |

| S&P 500 | | | 100.00 | | | | | | 118.61 | | | | | | 139.85 | | | | | | 145.80 | | | | | | 167.89 | | | | | | 218.27 | | |

| S&P 1500 IT Consulting & Other Services | | | 100.00 | | | | | | 109.04 | | | | | | 127.58 | | | | | | 123.12 | | | | | | 127.55 | | | | | | 172.79 | | |

The specific number of shares that the Company repurchased under the 2019 ASR Programs 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 which ended on June 5, 2019 for the first $250 million in repurchases and on December 4, 2019 for the second $250 million in repurchases.

The purchases were recorded as share retirements for purposes of calculating earnings per share.

| $1,000,000,000 | | | | | | $81.68 | | | | | | 4,129,003 | | | | | | 4,129,003 | | |

There have been no repurchases under the 2020 Repurchase Authorization as of October 2, 2020.

| Jacobs Engineering Group Inc. | | | 100.00 | | | | | | 138.18 | | | | | | 156.97 | | | | | | 208.45 | | | | | | 251.00 | | | | | | 256.72 | | |

| S&P 500 | | | 100.00 | | | | | | 115.43 | | | | | | 136.91 | | | | | | 161.43 | | | | | | 168.30 | | | | | | 193.80 | | |

| S&P 1500 IT Consulting & Other Services | | | 100.00 | | | | | | 114.30 | | | | | | 125.05 | | | | | | 146.93 | | | | | | 142.84 | | | | | | 146.88 | | |

Page 54

The information required by Item 301 and Item 302 of Regulation S-K has been omitted as we have elected to adopt the changes to Item 301 and Item 302 of Regulation S-K contained in SEC Release No. 33-10890.

The following table presents selected financial data for each of the last five fiscal years.

This selected financial data should be read in conjunction with the Consolidated Financial Statements and related notes beginning on page F-1 of this Annual Report on Form 10-K.

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 were 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 represented 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.

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

For further discussion see Note 15- *Sale of Energy, Chemicals and Resources ("ECR") Business* to the consolidated financial statements.

Dollar amounts are presented in thousands, except for per share information:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| | | | 2020 (a) | | | | | | 2019 (b) | | | | | | 2018 (c) | | | | | | 2017 (d) | | | | | | 2016 (e) | | |

| Results of Operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues | | | $ | 13,566,975 | | | | | $ | 12,737,868 | | | | | $ | 10,579,773 | | | | | $ | 6,330,126 | | | | | $ | 6,257,478 | |

| Net Earnings (Loss) Attributable to Jacobs from Continuing Operations | | | $ | 353,861 | | | | | $ | 290,960 | | | | | $ | (4,185) | | | | | $ | 170,167 | | | | | $ | 159,998 | |

| Financial Position: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Current ratio | | | 1.54 to 1 | | | | | | 1.34 to 1 | | | | | | 1.45 to 1 | | | | | | 1.56 to 1 | | | | | | 1.61 to 1 | | |

| Working capital | | | $ | 1,598,002 | | | | | $ | 1,038,062 | | | | | $ | 1,410,891 | | | | | $ | 1,069,953 | | | | | $ | 1,081,784 | |

| Current assets | | | $ | 4,539,599 | | | | | $ | 4,111,768 | | | | | $ | 4,556,584 | | | | | $ | 2,996,180 | | | | | $ | 2,864,470 | |

| Total assets | | | $ | 12,354,353 | | | | | $ | 11,462,711 | | | | | $ | 12,645,795 | | | | | $ | 7,380,859 | | | | | $ | 7,360,022 | |

| Cash | | | $ | 862,424 | | | | | $ | 631,068 | | | | | $ | 634,870 | | | | | $ | 607,821 | | | | | $ | 507,169 | |

| Long-term debt | | | $ | 1,676,941 | | | | | $ | 1,201,245 | | | | | $ | 2,144,167 | | | | | $ | 235,000 | | | | | $ | 385,330 | |

| Total Jacobs stockholders’ equity | | | $ | 5,815,712 | | | | | $ | 5,714,691 | | | | | $ | 5,854,345 | | | | | $ | 4,428,352 | | | | | $ | 4,265,276 | |

| Return on average equity | | | 6.14% | | | | | | 5.03% | | | | | | (0.08)% | | | | | | 3.91% | | | | | | 3.74% | | |

| Backlog: | | | $ | 23,818 | | | | | $ | 22,569 | | | | | $ | 19,955 | | | | | $ | 13,147 | | | | | $ | 11,535 | |

| Per Share Information: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic Net Earnings (Loss) from Continuing Operations Per Share | | | $ | 2.69 | | | | | $ | 2.11 | | | | | $ | (0.03) | | | | | $ | 1.41 | | | | | $ | 1.33 | |

| Diluted Net Earnings (Loss) from Continuing Operations Per Share | | | $ | 2.67 | | | | | $ | 2.09 | | | | | $ | (0.03) | | | | | $ | 1.40 | | | | | $ | 1.32 | |

| Stockholders’ equity | | | $ | 43.82 | | | | | $ | 41.05 | | | | | $ | 42.21 | | | | | $ | 36.78 | | | | | $ | 35.26 | |

| Average Number of Shares of Common Stock and Common Stock Equivalents Outstanding (Diluted) | | | 132,721 | | | | | | 139,206 | | | | | | 137,536 | | | | | | 120,147 | | | | | | 121,483 | | |

| Common Shares Outstanding At Year End | | | 129,748 | | | | | | 132,879 | | | | | | 142,218 | | | | | | 120,386 | | | | | | 120,951 | | |

| Cash Dividends Declared Per Common Share | | | $ | 0.76 | | | | | $ | 0.68 | | | | | $ | 0.60 | | | | | $ | 0.60 | | | | | $ | — | |

(a)Includes after-tax costs of $248.2 million, or $1.87 per diluted share from continuing operations, related to the Company's restructuring, transactions, and other initiatives during fiscal 2020.

Also includes amortization of intangible assets of $68.3 million, or $0.51 per diluted share from continuing operations, and $56.9 million, or $0.43 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

(b)Includes after-tax costs of $259.8 million, or $1.87 per diluted share from continuing operations, related to the Company's restructuring, transactions, and other initiatives during fiscal 2019.

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

(c)Includes after-tax costs of $112.8 million, or $0.81 per diluted share from continuing operations, related to the Company's restructuring and other initiatives during fiscal 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 sale, $259.2 million, or $1.86 per diluted share from continuing operations, in charges related to tax reform and amortization of intangible assets of $51.5 million, or $0.37 per diluted share from continuing operations

Page 55

The Company’s management, with the participation of its Chair and Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of the Company’s disclosure controls and procedures as defined by Rule 13a-15(e) of the Exchange Act as of October [removed: 2, 2020,] [added: 1, 2021,] the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”).

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 October [removed: 2, 2020,] [added: 1, 2021,] as stated in their report included in this Annual Report on Form 10-K.

There were no changes in the Company’s internal control over financial reporting during the Company’s fiscal quarter ended October [removed: 2, 2020] [added: 1, 2021] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Page [removed: 77][added: 64]

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 PA Consulting that are subsumed by internal control over financial reporting.

PA Consulting accounted for approximately 19% of total assets as of the Evaluation Date and approximately 4% of total revenues of the Company for the fiscal year ended on the Evaluation Date.

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 PA Consulting.

PA Consulting accounted for approximately 19% of total assets as of the Evaluation Date and approximately 4% of total revenues of the Company for the fiscal year ended on the Evaluation Date.

Page 65

Page [removed: 78][added: 66]

The information required by Paragraph (a), and Paragraphs (c) through (g) of Item 401 of Regulation S-K (except for information required by Paragraph (e) of that Item to the extent the required information pertains to our executive officers) and Item 405 of Regulation S-K is set forth under the [removed: captions] [added: caption] “Members of the Board of [removed: Directors,”] [added: Directors” and] “Corporate Governance” [removed: and “Delinquent Section 16(a) Reports”] 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.

Page [removed: 79][added: 67]

(1)The Company’s Consolidated Financial Statements at October [added: 1, 2021 and October] 2, 2020 and [removed: September 27, 2019 and] for each of the three years in the period ended October [removed: 2, 2020,] [added: 1, 2021,] 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 Merger among The KeyW Holding Corporation, Jacobs Engineering Group Inc. and Atom Acquisition Sub, Inc., dated April 21, [removed: 2019. Filed] [added: 2019.](http://www.sec.gov/Archives/edgar/data/52988/000114036119007384/ex2_1.htm) [Filed] as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K on April 22, 2019 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000114036119007384/ex2_1.htm) | | |

| 3.2 | | | | | | [Amended and Restated Bylaws of Jacobs Engineering Group Inc., [removed: dated](http://www.sec.gov/Archives/edgar/data/52988/000005298820000057/exhibit31-arbylaws.htm) [](http://www.sec.gov/Archives/edgar/data/52988/000005298820000057/exhibit31-arbylaws.htm)[as of October 5, 2020](http://www.sec.gov/Archives/edgar/data/52988/000005298820000057/exhibit31-arbylaws.htm)[. Fil](http://www.sec.gov/Archives/edgar/data/52988/000005298820000057/exhibit31-arbylaws.htm)[ed] [added: dated] as [added: of](http://www.sec.gov/Archives/edgar/data/0000052988/000005298821000053/exhibit31-arbylawseffectiv.htm) [November](http://www.sec.gov/Archives/edgar/data/0000052988/000005298821000053/exhibit31-arbylawseffectiv.htm) [10](http://www.sec.gov/Archives/edgar/data/0000052988/000005298821000053/exhibit31-arbylawseffectiv.htm)[, 202](http://www.sec.gov/Archives/edgar/data/0000052988/000005298821000053/exhibit31-arbylawseffectiv.htm)[1](http://www.sec.gov/Archives/edgar/data/0000052988/000005298821000053/exhibit31-arbylawseffectiv.htm)[. Filed as] Exhibit 3.1 to the Registrant’s Current Report on Form 8-K [removed: on](http://www.sec.gov/Archives/edgar/data/52988/000005298820000057/exhibit31-arbylaws.htm) [September 18, 2020](http://www.sec.gov/Archives/edgar/data/52988/000005298820000057/exhibit31-arbylaws.htm)] [added: on](http://www.sec.gov/Archives/edgar/data/0000052988/000005298821000053/exhibit31-arbylawseffectiv.htm) [November](http://www.sec.gov/Archives/edgar/data/0000052988/000005298821000053/exhibit31-arbylawseffectiv.htm) [](http://www.sec.gov/Archives/edgar/data/0000052988/000005298821000053/exhibit31-arbylawseffectiv.htm)[10](http://www.sec.gov/Archives/edgar/data/0000052988/000005298821000053/exhibit31-arbylawseffectiv.htm)[, 202](http://www.sec.gov/Archives/edgar/data/0000052988/000005298821000053/exhibit31-arbylawseffectiv.htm)[1](http://www.sec.gov/Archives/edgar/data/0000052988/000005298821000053/exhibit31-arbylawseffectiv.htm)] [and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298820000057/exhibit31-arbylaws.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/0000052988/000005298821000053/exhibit31-arbylawseffectiv.htm)] | | |

| [removed: 4.1†] [added: 4.1] | | | | | | [Description of the Registrant’s [removed: Securities.](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit41q4fy2020.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit41q4fy2020.htm)[.](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit41q4fy2020.htm) [](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit41q4fy2020.htm)[](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit41q4fy2020.htm)[Filed as Exhibit 4.1 to](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit41q4fy2020.htm) [the Registrant’s fiscal](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit41q4fy2020.htm) [2020](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit41q4fy2020.htm) [Annual Report on Form 10-K and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit41q4fy2020.htm)] | | |

| 10.2 | | | | | | [removed: [Credit] [added: [First Amendment to Second Amended and Restated Credit] Agreement, dated as of [removed: September 28, 2017,] [added: December 16, 2020,] among Jacobs Engineering Group [removed: Inc.] [added: Inc., the designated borrowers party thereto,] and the lenders thereto, and [removed: BNP Paribas,] [added: Bank of America, N.A.,] as administrative [added: agent, to the Second Amended and Restated Credit Agreement dated as of March 27, 2019, by and among Jacobs Engineering, Inc., the designated borrowers party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative] agent. Filed as Exhibit [removed: 10.2] [added: 10.1] to the Registrant’s Current Report on Form 8-K on [removed: September 29, 2017] [added: December 18, 2020] 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/52988/000119312520321536/d76488dex101.htm)] | | |

| [removed: 10.3] [added: 10.4] | | | | | | [First Amendment to [removed: Credit] [added: the Note Purchase] Agreement, dated [removed: as of November 30,] [added: May 11,] 2018, [added: by and] among Jacobs Engineering Group [removed: Inc., the lenders party thereto] [added: Inc.] and [removed: BNP Paribas, as administrative agent.] [added: the Purchasers identified therein.] Filed as Exhibit [removed: 10.2] [added: 10.1] to the Registrant’s Current Report on Form 8-K on [removed: December 4,] [added: May 15,] 2018 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298818000038/jec8-kexhibit102amdmt1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298818000014/jec8kexhibitfirstamendment.htm)] | | |

| [removed: 10.4] [added: 10.3] | | | | | | [Note Purchase Agreement, dated March 12, 2018, by and between Jacobs Engineering Group Inc. and the Purchasers identified therein. Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K on March 13, 2018, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312518080027/d499440dex41.htm) | | |

| [removed: 10.5] [added: 10.19#] | | | | | | [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: 10.6] [added: 10.5] | | | | | | [Credit Agreement, dated as of March 25, 2020, among Jacobs Engineering Group Inc. and Jacobs U.K. Limited, as borrowers, the lenders party thereto, Bank of America, N.A. as administrative agent, Bank of America, N.A., BNP Paribas and Wells Fargo Bank, N.A., as co-syndication agents, The Bank of Nova Scotia, HSBC Bank USA, National Association, USA, PNC Bank, National Association, TD Bank, N.A., Truist Bank and U.S. Bank National Association, as co-documentation agents, and BofA Securities, Inc., BNP Paribas Securities Corp. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on March 27, 2020 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459020013326/jec-ex101_6.htm) | | |

Page [removed: 80][added: 68]

| 10.10# | | | | | | [Offer letter by and between Jacobs Engineering Group Inc. and [removed: Michael Tyler] [added: William Benton Allen, Jr.] dated [removed: May 28, 2013.] [added: October 4, 2016.] Filed as Exhibit [removed: 10.2] [added: 10.1] to the Registrant’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the third quarter of fiscal 2013] [added: 8-K on October 14, 2016] and incorporated herein by [removed: reference](http://www.sec.gov/Archives/edgar/data/52988/000005298813000113/tyleremploymentagreementex.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312516738720/d272332dex101.htm)] | | |

| 10.11# | | | | | | [Offer [removed: letter] [added: Letter] by and between Jacobs Engineering Group Inc. and [removed: William Benton Allen, Jr. dated October 4, 2016.] [added: Dawne Hickton, effective June 3, 2019.] Filed as Exhibit [removed: 10.1] [added: 10.2] to the Registrant’s Current Report on Form [removed: 8-K] [added: 10-Q] on [removed: October 14, 2016] [added: August 5, 2019] 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/52988/000005298819000053/a102hicktonofferletter.htm)] | | |

| [removed: 10.12#] [added: 10.16#] | | | | | | [removed: [Offer Letter by and between Jacobs] [added: [Jacobs] Engineering Group Inc. [removed: and Dawne Hickton,] [added: Directors Deferral Plan,] effective [removed: June 3, 2019. Filed] [added: January 1, 2018.](http://www.sec.gov/Archives/edgar/data/52988/000119312517301111/d458763dex102.htm) [Filed] as Exhibit 10.2 to the Registrant’s Current Report on Form [removed: 10-Q] [added: 8-K] on [removed: August 5, 2019] [added: October 2, 2017] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000053/a102hicktonofferletter.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517301111/d458763dex102.htm)] | | |

| [removed: 10.13#] [added: 10.35] | | | | | | [removed: [Retirement Transition Agreement] [added: [Transition Services Agreement, dated as of April 26, 2019,] by and between Jacobs Engineering Group Inc. and [removed: Terence Hagen, dated as of June 6, 2019.] [added: WorleyParsons Limited.] Filed as Exhibit [removed: 10.3] [added: 10.1] to the [removed: Registrant’s] [added: Registrant's] Current Report on Form [removed: 10-Q] [added: 8-K] on [removed: August 5,] [added: April 29,] 2019 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000053/a103hagenretirementagr.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000114036119007768/nc10001302x1_ex10-1.htm)] | | |

| [removed: 10.14#] [added: 10.12#†] | | | | | | [Form of Indemnification Agreement entered into between Jacobs Engineering Group Inc. and certain of its officers and [removed: directors. Filed as Exhibit10.1 to the Registrant's Quarterly Report on Form 10-Q for the third quarter of fiscal 2012 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298812000065/jec-6292012xexx101.htm)] [added: directors.](https://www.sec.gov/Archives/edgar/data/52988/000005298821000065/exhibit1012-formofindemnif.htm)[](https://www.sec.gov/Archives/edgar/data/52988/000005298821000065/exhibit1012-formofindemnif.htm)] | | |

| [removed: 10.15#] [added: 10.13#] | | | | | | [Jacobs Engineering Group Inc. 1989 Employee Stock Purchase Plan (as amended and restated on January 19, [removed: 2017). Filed] [added: 2017).](http://www.sec.gov/Archives/edgar/data/52988/000119312517016778/d332588dex101.htm) [Filed] as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on January 24, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517016778/d332588dex101.htm) | | |

| [removed: 10.16#] [added: 10.14#] | | | | | | [Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan (as amended and restated on January 19, [removed: 2017). Filed] [added: 2017).](http://www.sec.gov/Archives/edgar/data/52988/000119312517016778/d332588dex102.htm) [Filed] as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on January 24, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517016778/d332588dex102.htm) | | |

| [removed: 10.17#] [added: 10.15#] | | | | | | [Jacobs Engineering Group Inc. Executive Deferral Plan, effective January 1, [removed: 2018. Filed] [added: 2018.](http://www.sec.gov/Archives/edgar/data/52988/000119312517301111/d458763dex101.htm) [Filed] as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on October 2, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517301111/d458763dex101.htm) | | |

| [removed: 10.18#] [added: 10.17#] | | | | | | [Jacobs Engineering Group Inc. [removed: Directors Deferral] [added: 1999 Stock Incentive] Plan, [added: as amended and restated,] effective January [removed: 1,] [added: 18,] 2018. Filed as Exhibit [removed: 10.2] [added: 10.10] to the [removed: Registrant’s Current] [added: Registrant's Quarterly] Report on Form [removed: 8-K on October 2, 2017] [added: 10-Q for the first quarter of fiscal 2018] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517301111/d458763dex102.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex1010_108.htm)] | | |

| [removed: 10.19#] [added: 10.18#] | | | | | | [Jacobs Engineering Group Inc. 1999 [added: Outside Director] Stock [removed: Incentive] Plan, as amended and [removed: restated, effective January 18, 2018.] [added: restated.] Filed as Exhibit [removed: 10.10] [added: 10.11] 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-ex1010_108.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex1011_109.htm)] | | |

| [removed: 10.20#] [added: 10.28#] | | | | | | [removed: [Jacobs] [added: [Form of Restricted Stock Unit Agreement (awarded pursuant to the Jacobs] Engineering [removed: Group] [added: Group,] Inc. 1999 Outside Director Stock [removed: Plan, as amended and restated.] [added: Plan).] Filed as Exhibit [removed: 10.11] [added: 10.7] 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-ex1011_109.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex107_112.htm)] | | |

| 10.21# | | | | | | [removed: [Jacobs] [added: [Form of Stock Option Award Agreement (awarded pursuant to the Jacobs] Engineering Group Inc. [removed: Executive Severance Plan, effective May 2, 2018.] [added: 1999 Outside Directors Stock Plan).] Filed as Exhibit [removed: 10.1] [added: 10.2] to the [removed: Registrant's Current] [added: Registrant’s Quarterly] Report on Form [removed: 8-K on May 4, 2018] [added: 10-Q for the second quarter of fiscal 2016] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298818000007/a101severanceplan.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex102_354.htm)] | | |

| [removed: 10.22#] [added: 10.20#] | | | | | | [Form of Restricted Stock Unit Agreement (with dividend equivalent rights) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.39 to the Registrant's fiscal 2017 Annual Report on Form 10-K and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459017024192/jec-ex1039_515.htm) | | |

| 10.23# | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares [removed: –] [added: -] Earnings Per Share Growth [removed: – 2017] [added: - 2018] Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit [removed: 10.45] [added: 10.4] to the Registrant's [removed: fiscal 2017 Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q for the first quarter of fiscal 2018] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459017024192/jec-ex1045_516.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex104_115.htm)] | | |

| 10.24# | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares [removed: –] [added: -] ROIC [removed: – 2017] [added: - 2018] Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit [removed: 10.46] [added: 10.5] to the Registrant's [removed: fiscal 2017 Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q for the first quarter of fiscal 2018] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459017024192/jec-ex1046_517.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex105_114.htm)] | | |

Page [removed: 81][added: 69]

| [removed: 10.25#] [added: 10.33#] | | | | | | [Form of Restricted Stock Unit Agreement [removed: (Cash Settled Non-US Employees)] [added: (Performance Shares – ROIC)] (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit [removed: 10.48] [added: 10.3] to the Registrant’s [removed: fiscal 2015 Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q for the first quarter of fiscal 2021] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000155/ex10482015form10-krsucasha.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit103q1fy2021.htm)] | | |

| [removed: 10.26#] [added: 10.22#] | | | | | | [Form of Restricted Stock Unit Award Agreement (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Outside Directors Stock [removed: Plan). Filed] [added: Plan).](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex101_355.htm) [Filed] as Exhibit [removed: 10.3 to] [added: 10.](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex101_355.htm)[1](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex101_355.htm) [to] the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal [removed: 2017 and] [added: 201](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex101_355.htm)[6](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex101_355.htm) [and] incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459017009666/jec-ex103_104.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex101_355.htm)] | | |

| [removed: 10.27#] [added: 10.25#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares - Earnings Per Share Growth - [removed: 2018] [added: 2019] Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit [removed: 10.4] [added: 10.3] to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 [added: filed February 6, 2019] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex104_115.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit103psuawardeps2019.htm)] | | |

| [removed: 10.28#] [added: 10.26#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares - ROIC - [removed: 2018] [added: 2019] Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive [removed: Plan). Filed] [added: Plan).](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit104psuawardroic2019.htm) [Filed] as Exhibit [removed: 10.5] [added: 10.4] to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 [added: filed February 6, 2019] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex105_114.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit104psuawardroic2019.htm)] | | |

| 10.29# | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares [removed: -] [added: –] Earnings Per Share Growth [removed: - 2019] [added: – 2020] Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit [removed: 10.3] [added: 10.1] to the [removed: Registrant's] [added: Registrant’s] Quarterly Report on Form 10-Q for the first quarter of fiscal [removed: 2018 filed February 6, 2019] [added: 2020] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit103psuawardeps2019.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit101-formofpsuag.htm)] | | |

| 10.30# | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares [removed: -] [added: –] ROIC [removed: - 2019] [added: – 2020] Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit [removed: 10.4] [added: 10.2] to the [removed: Registrant's] [added: Registrant’s] Quarterly Report on Form 10-Q for the first quarter of fiscal [removed: 2018 filed February 6, 2019] [added: 2020] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit104psuawardroic2019.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit102-formofpsuag.htm)] | | |

| [removed: 10.31#] [added: 10.27#] | | | | | | [Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex106_113.htm) | | |

| [removed: 10.32#] [added: 10.34#] | | | | | | [Form of Restricted Stock Unit Agreement [added: (Time-Based Vesting)] (awarded pursuant to the Jacobs Engineering [removed: Group,] [added: Group] Inc. 1999 [removed: Outside Director] Stock [removed: Plan). Filed] [added: Incentive Plan).](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit104q1fy2021.htm) [Filed] as Exhibit [removed: 10.7] [added: 10.4] to the [removed: Registrant's] [added: Registrant’s] Quarterly Report on Form 10-Q for the first quarter of fiscal [removed: 2018] [added: 2021] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex107_112.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit104q1fy2021.htm)] | | |

| [removed: 10.33#] [added: 10.32#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share [removed: Growth – 2020 Award)] [added: Growth)] (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive [removed: Plan). Filed] [added: Plan).](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit102q1fy2021.htm) [Filed] as Exhibit [removed: 10.1] [added: 10.2] to the Registrant’s Quarterly Report on Form 10-Q for the first quarter of fiscal [removed: 2020] [added: 2021] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit101-formofpsuag.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit102q1fy2021.htm)] | | |

| [removed: 10.34#] [added: 10.31#] | | | | | | [Form of Restricted Stock Unit Agreement [removed: (Performance Shares – ROIC – 2020 Award)] [added: (Time-Based Vesting)] (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit [removed: 10.2] [added: 10.3] to the Registrant’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2020 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit102-formofpsuag.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit103-formofrsuag.htm)] | | |

| [removed: 10.36] [added: 2.4] | | | | | | [removed: [Transition Services Agreement,] [added: [Warranty Deed,] dated as of [removed: April 26, 2019,] [added: November 27, 2020,] by and [removed: between Jacobs Engineering Group Inc.] [added: among the Warrantors named therein] and [removed: WorleyParsons] [added: Jacobs Consulting Solutions] Limited. Filed as Exhibit [removed: 10.1] [added: 2.2] to the [removed: Registrant's] [added: Registrant’s] Current Report on Form 8-K on [removed: April 29, 2019] [added: November 30, 2020] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000114036119007768/nc10001302x1_ex10-1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312520304970/d650604dex22.htm)] | | |

| [removed: 10.37# †] [added: 10.36#] | | | | | | [Jacobs Engineering Group Inc. Leadership [removed: Performance](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm) [Plan,] [added: Performance Plan,] as amended and restated effective [removed: November 18, 2020.](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm)] [added: November](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm) [18](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm)[, 202](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm)[0](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm)[.](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm) [](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm)[Filed as Exhibit 10.37 to the Registrant](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm)['](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm)[s](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm) [2020](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm) [Annual R](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm)[eport on Form 10-K](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm) [and](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm) [i](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm)[ncorporated](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm) [herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm)] | | |

| 21† | | | | | | [List of Subsidiaries of Jacobs Engineering Group [removed: Inc.](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit21q4fy2020.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/52988/000005298821000065/exhibit21q4fy2021.htm)] | | |

| 23† | | | | | | [Consent of Ernst & Young LLP, Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit23q4fy2020.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/52988/000005298821000065/exhibit23q4fy2021.htm)] | | |

| 2.3 | | | | | | [Implementation Deed, dated as of November 27, 2020, by and among PA Consulting Group Limited, CEP IV Garden S.A.R.L., Jacobs Consulting Solutions Limited, Jacobs Engineering Group Inc. and the persons set out in Schedule 1 thereto. Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K on November 30, 2020 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000052988/000119312520304970/d650604dex21.htm) | | |

| 10.6 | | | | | | [Term Loan Agreement, dated as of January 20, 2021, among Jacobs Engineering Group Inc., the lenders party thereto, Bank of America, N.A., as administrative agent, Bank of America, N.A., BNP Paribas, TD Bank, N.A. and Wells Fargo Bank, National Associate, as co-syndication agents, The Bank of Nova Scotia, HSBC Bank USA, National Association, National Westminster Bank PLC, PNC Bank, National Association, and U.S. Bank National Association, as documentation agents, and BofA Securities, Inc., BNP Paribas Securities Corp.TD Securities (USA) LLC and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on January 21, 2021 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312521012850/d100746dex101.htm) | | |

October 1, 2021

October 1, 2021

| | | | $ | 14,632,609 | | | | | $ | 12,354,353 | |

| Redeemable Noncontrolling interests | | | 657,722 | | | | | | — | | |

| | | | $ | 14,632,609 | | | | | $ | 12,354,353 | |

| Net Loss Attributable to Redeemable Noncontrolling Interests | | | 85,414 | | | | | | — | | | | | | — | | |

| Net Loss Attributable to Redeemable Noncontrolling Interests | | | 85,414 | | | | | | — | | | | | | — | | |

For the Fiscal Years Ended October 1, 2021, October 2, 2020 and September 27, 2019

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net earnings | | | — | | | | | | — | | | | | | 477,030 | | | | | | — | | | | | | 477,030 | | | | | | 39,213 | | | | | | 516,243 | | |

| Foreign currency translation adjustments, net of deferred taxes of $3,110 | | | — | | | | | | — | | | | | | — | | | | | | 12,475 | | | | | | 12,475 | | | | | | — | | | | | | 12,475 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Dividends | | | — | | | | | | — | | | | | | (109,616) | | | | | | — | | | | | | (109,616) | | | | | | — | | | | | | (109,616) | | |

| Noncontrolling interests - distributions and other | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (44,372) | | | | | | (44,372) | | |

| Redeemable Noncontrolling interests redemption value adjustment | | | — | | | | | | — | | | | | | (175,183) | | | | | | — | | | | | | (175,183) | | | | | | — | | | | | | (175,183) | | |

| Issuances of equity securities including shares withheld for taxes | | | 871 | | | | | | 20,345 | | | | | | (9,006) | | | | | | — | | | | | | 12,210 | | | | | | — | | | | | | 12,210 | | |

| Repurchases of equity securities | | | (1,726) | | | | | | (85,000) | | | | | | (188,222) | | | | | | — | | | | | | (274,948) | | | | | | — | | | | | | (274,948) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balances at October 1, 2021 | | | $ | 128,893 | | | | | $ | 2,590,012 | | | | | $ | 4,015,578 | | | | | $ | (794,442) | | | | | $ | 5,940,041 | | | | | $ | 34,796 | | | | | $ | 5,974,837 | |

For the Fiscal Years Ended October 1, 2021, October 2, 2020 and September 27, 2019

| Impairment of equity method investment and other long term assets | | | 40,640 | | | | | | 162,238 | | | | | | — | | |

| Miscellaneous other assets | | | 116,097 | | | | | | 110,678 | | | | | | 5,267 | | |

| Other, net | | | 2,079 | | | | | | (24,968) | | | | | | (1,514) | | |

We operate in three operating segments: Critical Mission Solutions, People & Places Solutions and the recent strategic investment in PA Consulting Group Limited ("PA Consulting").

On March 2, 2021, Jacobs completed the strategic investment of a 65% interest in PA Consulting, a UK-based leading innovation and transformation consulting firm.

The total consideration paid by the Company was$1.7 billion, funded through cash on hand, proceeds from a new term loan and draws on the Company's existing revolver.

Further, in connection with the transaction, an additional $261 million in investment proceeds had not yet been distributed at the investment date due to continuing employment requirements of associated management owners.

Consequently, this amount represented compensation expense incurred related to the investment that was expensed subsequent to the acquisition date, and is reflected in selling, general and administrative expense and cash from operations for the current fiscal year.

The remaining 35% interest is held by PA Consulting employees, whose redeemable noncontrolling interests had a fair value of $582.4 million on the closing date, including subsequent purchase accounting adjustments.

PA Consulting is accounted for as a consolidated subsidiary and as a separate operating segment under U.S. GAAP accounting rules See Note 14- *PA Consulting Business Combination* for more discussion on the investment and Note 9- *Borrowings* for more discussion on the financing for the transaction.

On November 24, 2020, a subsidiary of Jacobs completed the acquisition of Buffalo Group, a leader in advanced cyber and intelligence solutions which allows Jacobs to further expand its cyber and intelligence solutions offerings to government clients.

The Company paid total consideration of $190.1 million, which was comprised of approximately $182.4 million in cash to the former owners of Buffalo Group and contingent consideration of $7.7 million which was expected to be settled in fiscal 2022.

Subsequent to the closing date and during the current fiscal year, the Company recognized the $7.7 million as an offset to selling, general and administrative expense as it was no longer expected to be paid.

In conjunction with the acquisition, the Company assumed the Buffalo Group's debt of approximately $7.7 million.

The Company repaid all of the assumed Buffalo Group debt by the end of the first fiscal quarter of 2021.

into the deliverables promised to the customer or is otherwise primarily responsible for fulfillment and acceptability of the materials, labor and/or equipment).

We perform our annual goodwill impairment assessment as of the first day of the fourth fiscal quarter each year.

We begin with the qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value before applying the quantitative assessment described below.

| 10.35# | | | | | | [Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2020 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit103-formofrsuag.htm) | | |

| | | | | | |

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

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

| /S/ Joseph R. Bronson | | | | | | Director | | | | | | November 24, 2020 | | |

| Joseph R. Bronson | | | | | | | | | | | | | | |

| /S/ Peter J. Robertson | | | | | | Director | | | | | | November 24, 2020 | | |

| Peter J. Robertson | | | | | | | | | | | | | | |

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

| | | | $ | 12,354,353 | | | | | $ | 11,462,711 | |

| Short-term debt | | | $ | — | | | | | $ | 199,901 | |

*Other Financial Information for a presentation of amounts reclassified to net income during the period.*

| Balances at September 29, 2017 | | | $ | 120,386 | | | | | $ | 1,239,782 | | | | | $ | 3,721,698 | | | | | $ | (653,514) | | | | | $ | 4,428,352 | | | | | $ | 58,999 | | | | | $ | 4,487,351 | |

| Net earnings | | | — | | | | | | — | | | | | | 163,431 | | | | | | — | | | | | | 163,431 | | | | | | 9,711 | | | | | | 173,142 | | |

| Foreign currency translation adjustments | | | — | | | | | | — | | | | | | — | | | | | | (109,877) | | | | | | (109,877) | | | | | | — | | | | | | (109,877) | | |

| Noncontrolling interest acquired / consolidated | | | — | | | | | | 3,456 | | | | | | — | | | | | | — | | | | | | 3,456 | | | | | | 33,690 | | | | | | 37,146 | | |

| Dividends | | | — | | | | | | — | | | | | | (85,608) | | | | | | — | | | | | | (85,608) | | | | | | — | | | | | | (85,608) | | |

| Distributions to noncontrolling interests | | | — | | | | | | — | | | | | | 7,705 | | | | | | — | | | | | | 7,705 | | | | | | (12,391) | | | | | | (4,686) | | |

| Issuances of equity securities | | | 21,881 | | | | | | 1,385,316 | | | | | | (3,420) | | | | | | — | | | | | | 1,403,777 | | | | | | — | | | | | | 1,403,777 | | |

| Repurchases of equity securities | | | (49) | | | | | | (911) | | | | | | (2,021) | | | | | | — | | | | | | (2,981) | | | | | | — | | | | | | (2,981) | | |

| Impairment of long-lived assets | | | 162,238 | | | | | | — | | | | | | — | | |

| Other, net | | | 85,710 | | | | | | 3,753 | | | | | | 13,885 | | |

| Less Cash and Cash Equivalents included in Assets held for Sale | | | — | | | | | | — | | | | | | (158,488) | | |

| Cash and Cash Equivalents of Continuing Operations at the End of the Period | | | $ | 862,424 | | | | | $ | 631,068 | | | | | $ | 634,870 | |

We operate in two lines of business: Critical Mission Solutions and People & Places Solutions.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

KeyW debt by the end of the fourth fiscal quarter of 2019.

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

On December 15, 2017, the Company completed the acquisition of CH2M HILL Companies, Ltd. ("CH2M"), an international provider of engineering, construction, and technical services, by acquiring 100% of the outstanding shares of CH2M common stock and preferred stock.

The Company paid total consideration of approximately $1.8 billion in cash (excluding $315.2 million of cash acquired) and issued approximately $1.4 billion of Jacobs’ common stock, or 20.7 million shares, to the former stockholders and certain equity award holders of CH2M.

In connection with the acquisition, the Company also assumed CH2M’s revolving credit facility and second lien notes, including a $20.0 million prepayment penalty, which totaled approximately $700 million of long-term debt.

Immediately following the effective time of the acquisition, the Company repaid CH2M’s revolving credit facility and second lien notes including the related prepayment penalty.

Interim testing for impairment is performed if indicators of potential impairment exist.

In the second step, the Company compared the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit's goodwill.

If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized.

The Company adopted ASC 842 using the modified retrospective method, and accordingly, the new guidance was applied to leases that existed as of September 28, 2019 (the date of initial application) without adjusting the comparative periods presented.

As a result, as of September 28, 2019, the Company has recorded total right-of-use ("ROU") assets of $767.0 million, which is comprised of approximately $82.3 million in reclassifications of previously recorded lease incentives and deferred rent, offset by $141.4 million in restructured lease cease-use liability.

Additionally, the Company has recorded total current lease liabilities of $180.7 million, and total noncurrent lease liabilities of $810.1 million.

Determining the Fair Value of contract assets and liabilities acquired often requires estimates and judgments regarding, among other things, the estimated cost to complete such contracts.

This standard will be effective for our interim and annual periods beginning with the first quarter of fiscal 2021, and must be applied on a modified retrospective basis.