Jacobs Solutions (J) 10-K risk factor changes: FY2022 vs FY2021

Page [removed: 48][added: 64]

The Company recognizes engineering, procurement, and construction contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the [removed: customer.][added: customer in accordance with ASC 606, *Revenue from Contracts with Customers*.]

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

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

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

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

Page [removed: 49][added: 65]

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

The expected rates of return on plan assets ranged from [removed: 1.8%] [added: 2%] to 7% for fiscal [removed: 2021] [added: 2022] and range from [removed: 2%] [added: 3.3%] to [removed: 7%] [added: 7.5%] fiscal [removed: 2022.][added: 2023.]

We believe the range of rates selected for fiscal [removed: 2022] [added: 2023] 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.

The discount rates used to compute plan liabilities ranged from [removed: 0.4%] [added: 2.4%] to [removed: 6.6%] [added: 7.4%] in fiscal [removed: 2021] [added: 2022] and range [removed: of 0.6%] [added: from 2.4%] to [removed: 6.6%] [added: 7.4%] in fiscal [removed: 2022.][added: 2023.]

For example, if the discount rate used to value the net pension benefit obligation (“PBO”) at [removed: October 1, 2021] [added: September 30, 2022] was [added: lower or] higher by [removed: 0.5%,] [added: 1.0%,] the PBO would have been [removed: lower] [added: higher or lower, respectively,] at that date by approximately [removed: $229.4] [added: $156.8] million for non-U.S. plans, and by approximately [removed: $20.5] [added: $23.7] million for U.S. plans.

If the expected return on plan assets was [added: lower or] higher by 1.0%, the net periodic pension cost for fiscal [removed: 2021] [added: 2022] would be [removed: lower] [added: higher or lower, respectively,] by approximately $21.2 million for non-U.S. plans, and by approximately $3.4 million for U.S. plans.

Management monitors trends in the marketplace within which our pension plans operate in an effort to assure the [removed: fairness] [added: reasonableness] of the actuarial assumptions used.

The fair value of the [removed: the] PA Consulting redeemable noncontrolling [removed: interests] [added: interest] is determined using [removed: an] [added: a combination of the] income and market [removed: approach.][added: approaches.]

[removed: Contractual Guarantees, Litigation,] [added: Litigation,] Investigations, and Insurance

In the normal course of business, we make contractual commitments, [removed: some of which are supported by separate guarantees;] and on occasion we are a party in [removed: a] litigation or arbitration [removed: proceeding.][added: proceedings.]

[removed: We record in the] [added: Our] Consolidated Balance Sheets [added: include] amounts representing our [added: probable] estimated liability relating to such [removed: guarantees, litigation] [added: claims, litigation, audits,] and [removed: insurance claims.][added: investigations.]

We have also elected to retain a portion of [removed: losses] [added: certain losses, claims] and liabilities that occur through the use of various deductibles, limits, and retentions under our insurance [removed: programs.][added: programs and utilize a number of internal financing mechanisms for these self insurance arrangements including the operation of certain captive insurance entities.]

The Company believes, after consultation with counsel, that such [removed: guarantees,] litigation, U.S. government contract-related audits, investigations and claims, and income tax audits and investigations should not have a material adverse effect on our consolidated financial statements, beyond amounts currently accrued.

It is possible that changes in [removed: market conditions, economy,] facts and circumstances, judgments and assumptions used in estimating the fair [removed: value] [added: value, including with respect to market conditions and the economy,] could change, resulting in possible impairment of goodwill in the future.

For the [removed: 2021] [added: 2022] fiscal year, we have determined that the fair value of our reporting units substantially exceeded their respective carrying values for the Consolidated Balance Sheets presented and any analysis beyond the qualitative level was not considered necessary.

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

For the Fiscal Years Ended [added: September 30, 2022,] October 1, [removed: 2021,] [added: 2021 and] October 2, [removed: 2020 and September 27, 2019][added: 2020]

| | | | [removed: October 1, 2021] [added: September 30, 2022] | | | | | | October [removed: 2, 2020] [added: 1, 2021] | | | | | | [removed: September 27, 2019] [added: October 2, 2020] | | |

| Revenues | | | $ | [removed: 14,092,632] [added: 14,922,825] | | | | | $ | [removed: 13,566,975] [added: 14,092,632] | | | | | $ | [removed: 12,737,868] [added: 13,566,975] | |

| Direct cost of contracts | | | [removed: (11,048,860)] [added: (11,595,785)] | | | | | | [removed: (10,980,307)] [added: (11,048,860)] | | | | | | [removed: (10,260,840)] [added: (10,980,307)] | | |

| Gross profit | | | [removed: 3,043,772] [added: 3,327,040] | | | | | | [removed: 2,586,668] [added: 3,043,772] | | | | | | [removed: 2,477,028] [added: 2,586,668] | | |

| Selling, general and administrative expenses | | | [removed: (2,355,683)] [added: (2,409,190)] | | | | | | [removed: (2,050,695)] [added: (2,355,683)] | | | | | | [removed: (2,072,177)] [added: (2,050,695)] | | |

| Operating Profit | | | [removed: 688,089] [added: 917,850] | | | | | | [removed: 535,973] [added: 688,089] | | | | | | [removed: 404,851] [added: 535,973] | | |

| Interest income | | | [removed: 3,503] [added: 4,489] | | | | | | [removed: 4,729] [added: 3,503] | | | | | | [removed: 9,487] [added: 4,729] | | |

| Interest expense | | | [removed: (72,714)] [added: (100,246)] | | | | | | [removed: (62,206)] [added: (72,714)] | | | | | | [removed: (83,867)] [added: (62,206)] | | |

| Miscellaneous income (expense), net | | | [removed: 76,724] [added: 54,254] | | | | | | [removed: (37,293)] [added: 76,724] | | | | | | [removed: 20,488] [added: (37,293)] | | |

| Total other [removed: income (expense),] [added: (expense) income,] net | | | [removed: 7,513] [added: (41,503)] | | | | | | [removed: (94,770)] [added: 7,513] | | | | | | [removed: (53,892)] [added: (94,770)] | | |

| Earnings from Continuing Operations Before Taxes | | | [removed: 695,602] [added: 876,347] | | | | | | [removed: 441,203] [added: 695,602] | | | | | | [removed: 350,959] [added: 441,203] | | |

| Income Tax Expense for Continuing Operations | | | [removed: (274,781)] [added: (160,903)] | | | | | | [removed: (55,320)] [added: (274,781)] | | | | | | [removed: (36,954)] [added: (55,320)] | | |

| Net Earnings of the Group from Continuing Operations | | | [removed: 420,821] [added: 715,444] | | | | | | [removed: 385,883] [added: 420,821] | | | | | | [removed: 314,005] [added: 385,883] | | |

| Net [added: (Loss)] Earnings of the Group from Discontinued Operations | | | [removed: 10,008] [added: (32)] | | | | | | [removed: 137,984] [added: 10,008] | | | | | | [removed: 559,214] [added: 137,984] | | |

| Net Earnings of the Group | | | [removed: 430,829] [added: 715,412] | | | | | | [removed: 523,867] [added: 430,829] | | | | | | [removed: 873,219] [added: 523,867] | | |

| Net Earnings Attributable to Noncontrolling Interests from Continuing Operations | | | [removed: (39,213)] [added: (36,788)] | | | | | | [removed: (32,022)] [added: (39,213)] | | | | | | [removed: (23,045)] [added: (32,022)] | | |

The primary inputs and assumptions impacting the fair value of PA Consulting include projections of revenue and earnings before interest, taxes, depreciation and amortization and discount rates applied thereto.

Under the income approach, fair value is determined by using the projected discounted cash flows of PA Consulting.

Under the market approach, the fair value is determined by reference to guideline companies that are reasonably comparable to PA Consulting; the fair value is estimated based on the valuation multiples of earnings before interest, taxes, depreciation and amortization.

We are also routinely subject to investigations and audits.

Goodwill and Intangible Assets

Goodwill represents the excess of the fair value of consideration transferred, plus the fair value of any non-controlling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date.

We recognize purchased intangible assets in connection with our business acquisitions at fair value on the acquisition date.

Intangible assets with finite lives that arise from business acquisitions are amortized based on the period over which the contractual or economic benefit of the intangible assets are expected to be realized or on a straight-line basis over the useful lives of the underlying assets.

These primarily consist of customer relationships, contracts and backlog, developed technology and trade names.

We assess the recoverability of the unamortized balance of our intangible assets when indicators of impairment are present based on expected future profitability and undiscounted expected cash flows and their contribution to overall operations.

Should the review indicate that the carrying value is not fully recoverable, the excess of the carrying value over the fair value of the intangible assets would be recognized as an impairment loss.

2022 Overview

The current year results reflected higher year-over-year operating profit of $229.8 million, which benefited from the full-year operating results impact of the Company's PA Consulting investment acquired on March 2, 2021, the absence of one-time deal and related other charges in the 2021 fiscal period associated with this investment of approximately $297 million, including one-time compensation charges of $261 million and favorable year over year operating results for the remaining Jacobs businesses, primarily in P&PS, as discussed below in the *Segment Financial Information* section.

These favorable operating profit impacts were offset in part by higher year-over-year Restructuring and other charges and transaction costs (excluding the above mentioned one-time deal and related PA Consulting investment costs) in the current year, including pre-tax settlement charges associated with the Legacy CH2M Matter (as defined in Note 19 - Contractual Guarantees, Litigation, Investigations and Insurance) of $91.3 million, approximately $27 million in third party recoveries was recorded as receivables reducing selling, general & administrative expense (SG&A), $78.4 million associated with the Company's transformation initiatives relating to real estate rescaling (see Note 17 - *Restructuring and Other Charges)* and year-over-year increases in intangibles amortization costs of $48.8 million which was due mainly to full year impacts of acquired intangible assets from the PA Consulting investment.

Additionally, current year fiscal 2022 other income (expense) benefited from the absence of the prior year $38.6 million impairment charges of our investment in AWE Management Ltd. ("AWE ML") as well as a $13.9 million gain on sale of a cost investment and other favorable items during the current fiscal 2022 year-to-date period.

Income taxes were lower in the current year by $(113.9) million due primarily to the absence of fiscal 2021 income taxes attributable to certain nondeductible compensation related charges associated with the Company's PA Consulting investment, and fiscal 2021 $25.6 million in tax law changes enacted in the United Kingdom and the prior year change in valuation allowance of $38.9 million and other miscellaneous favorable tax items combined with current year-to-date tax benefits of $33.1 million for a change in the realizability of foreign tax credits due to a change in the U.S. foreign tax credit regulations and $26.0 million for a change in judgment on the realizability of domestic deferred tax assets which are capital in nature.

Finally, unfavorable year-over-year net earnings impacts associated with redeemable noncontrolling interests of $120.0 million were attributable mainly to the absence of the 2021 period redeemable noncontrolling interests in connection with the non-controlling interest portion of the one-time compensation charges incurred in the PA Consulting investment mentioned above of approximately $91 million, as well as the impact of the full year-to-date effects of the redeemable noncontrolling interests share of PA Consulting's operating results in fiscal 2022.

Fiscal 2021 earnings per share was impacted by the $(0.44) per share impact of the value allocation update between preferred and common shares for the PA Consulting investment.

On February 4, 2022, the Company acquired StreetLight Data, Inc. ("StreetLight") and on November 19, 2021, a subsidiary of Jacobs acquired BlackLynx ("BlackLynx").

The Company continues to evaluate its leased office space for possible abandonment or sublease options and believes that further programs associated with these activities may be entered into in fiscal 2023, which could result in future significant right of use asset impairment charges and lease related property, equipment & improvements.

These increases in revenues for the current year were partially offset by declines in pass through revenues in our P&PS advanced facilities business.

Additionally, the current fiscal year was unfavorably impacted by (1) certain large contract wind downs in the U.S and (2) foreign currency translation of $346.3 million in our international businesses, as compared to favorable impacts of $238.6 million for the corresponding period last year.

The increase in our gross profit and gross profit margins were mainly attributable to the current year impacts of the recent business acquisitions mentioned above and favorable impacts from the business results of our PA Consulting investment on a year-to-date basis along with revenue benefits from increased spending in the U.S. government business sector noted above.

The increases in gross profit during the current year were partially offset by the impacts from the recent large contract wind downs in the U.S. mentioned above, as well as increases in labor costs associated with moderation of COVID-19 mitigation efforts and a competitive labor market along with inflation impacts and incremental investments to support projected top-line growth.

The current year's results were impacted by incremental SG&A expenses from the business acquisitions mentioned above (mainly PA Consulting) of $150.0 million (including $48.9 million in additional amortization expense for acquired intangibles and excluding the compensation related charge discussed below) due to the prior comparable period including activity related to the acquired businesses and investment in PA Consulting only for the partial periods subsequent to the applicable acquisition date.

Additionally, Restructuring and other charges for fiscal 2022 included $91.3 million pre-tax attributable to the final settlement of the Legacy CH2M Matter, approximately $27 million in third party recoveries was recorded as receivables reducing SG&A, which is further discussed in Note 19- *Contractual Guarantees, Litigation, Investigations and Insurance)* and $78.3 million in costs associated in part with the Company's transformation initiatives relating to real estate.

Also, fiscal 2022 SG&A expenses were impacted by higher personnel costs associated with investments in advance of expected growth anticipated in late 2022 and 2023.

As noted above, the prior year included Restructuring and other charges of $261 million for pre-tax costs incurred in connection with the investment in PA Consulting, in part classified as compensation costs reported in selling, general and administrative expenses.

Additionally, the increase is also impacted by higher levels of average debt outstanding related to the funding of the PA Consulting investment in March of fiscal 2021.

Fiscal 2022 benefited primarily from a $13.9 million pre-tax gain related to a cost method investment sold during the period.

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

Key drivers for the year-over-year decrease in the effective tax rate include current year benefits of $33.1 million for a change in the realizability of foreign tax credits due to a change in the U.S. foreign tax credit regulations and $26.0 million for a change in judgment on the realizability of domestic deferred tax assets which are capital in nature, as compared to prior year unfavorable impacts from valuation allowances of $38.9 million.

The prior year effective tax rate was also impacted by $261 million in nondeductible compensation relating to the PA investment post-completion compensation expense and $25.6 million related to tax rate changes in the United Kingdom.

| | | | September 30, 2022 | | | | | | October 1, 2021 | | | | | | October 2, 2020 | | |

| | | | September 30, 2022 | | | | | | October 1, 2021 | | | | | | October 2, 2020 | | |

| | | | | | |

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

| (3) | | | Included in the year ended September 30, 2022 is $91.3 million pre-tax related to the final settlement of the Legacy CH2M Matter, net of previously recorded reserves, approximately $27 million in third party recoveries was recorded as receivables reducing SG&A and $78.3 million of real estate impairment charges. Included in the year ended October 1, 2021 is $297.8 million of costs incurred in connection with the investment in PA Consulting, in part classified as compensation costs. Included in the years ended October 1, 2021 and October 2, 2020 were $2.4 million and $161.4 million in charges associated mainly with real estate impairments. | | |

| (4) | | | The year ended September 30, 2022 included a $13.9 million gain related to a cost method investment sold during the period and a gain of $8.7 million related to lease terminations. The years ended October 1, 2021 and October 2, 2020 include $34.7 million and $(74.3) million in fair value adjustments related to our investment in Worley stock (net of Worley stock dividends) and certain foreign currency revaluations relating to ECR sale proceeds, respectively. The year ended October 1, 2021 includes $(38.5) million related to impairment of our AWE Management Ltd. investment and $49.6 million in fair value adjustments related to our investment in C3 stock. The investments in Worley and C3 were sold in fiscal 2021 and therefore there are no comparable amounts in the current fiscal year. Additionally, the increase in net interest expense year over year is primarily due to the higher levels of debt outstanding due to the funding of the StreetLight and BlackLynx acquisitions and increased borrowings associated with the payment of the Legacy CH2M Matter settlement in the current year, in addition to higher interest rates. | | |

In the first quarter of fiscal 2023, the Company will begin reporting an additional operating segment, Divergent Solutions (DVS), in addition to the current operating segments.

*Engineering, Procurement & Construction Contracts and Service Contracts*

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

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

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

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

*Variable Consideration*

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

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

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

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

*Practical Expedient*

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

Joint Ventures and VIEs

As is common to the industry, we execute certain contracts jointly with third parties through various forms of joint ventures.

Although the joint ventures own and hold the contracts with the clients, the services required by the contracts are typically performed by us and our joint venture partners, or by other subcontractors under subcontracting agreements with the joint ventures.

Many of these joint ventures are formed for a specific project.

The assets of our joint ventures generally consist almost entirely of cash and receivables (representing amounts due from clients), and the liabilities of our joint ventures generally consist almost entirely of amounts due to the joint venture partners (for services provided by the partners to the joint ventures under their individual subcontracts) and other subcontractors.

In general, at any given time, the equity of our joint ventures represents the undistributed profits earned on contracts the joint ventures hold with clients.

Very few of our joint ventures have employees or third-party debt or credit facilities.

The debt held by the joint ventures is non-recourse to the general credit of Jacobs.

Our unconsolidated joint ventures (including equity method investments) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable, and impairment losses are recognized for such investments if there is a decline in fair value below carrying value that is considered to be other-than-temporary.

Many of the joint ventures are deemed to be variable interest entities (“VIE”) because they lack sufficient equity to finance the activities of the joint venture.

The Company uses a qualitative approach to determine if the Company is the primary beneficiary of the VIE, which considers factors that indicate a party has the power to direct the activities that most significantly impact the joint venture’s economic performance.

These factors include the composition of the governing board, how board decisions are approved, the powers granted to the operational manager(s) and partner that holds that position(s), and to a certain extent, the partner’s economic interest in the joint venture.

The Company analyzes each joint venture initially to determine if it should be consolidated or unconsolidated.

- Consolidated if the Company is the primary beneficiary of a VIE, or holds the majority of voting interests of a non-VIE (and no significant participative rights are available to the other partners).

- Unconsolidated if the Company is not the primary beneficiary of a VIE, or does not hold the majority of voting interest of a non-VIE.

Share-Based Payments

We measure the value of services received from employees and directors in exchange for an award of an equity instrument based on the grant-date fair value of the award.

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

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and projected salary increases, among others.

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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.

Where we provide a separate guarantee, it is strictly in support of the underlying contractual commitment.

Guarantees take various forms including surety bonds required by law, or standby letters of credit ("LOC") (also referred to as “bank guarantees”) or corporate guarantees given to induce a party to enter into a contract with a subsidiary.

Standby LOCs are also used as security for advance payments or in various other transactions.

The guarantees have various expiration dates ranging from an arbitrary date to completion of our work (e.g., engineering only) to completion of the overall project.

Guarantees are accounted for in accordance with ASC 460-10, *Guarantees*, at fair value at the inception of the guarantee.

We do not enter into derivative financial instruments for trading, speculation or other [added: similar] purposes that would expose the Company to market risk.

As of [removed: October 1, 2021,] [added: September 30, 2022,] we had an aggregate of [removed: $2.4] [added: $2.9] billion in outstanding borrowings under our Revolving Credit Facility and Term Loan Facilities.

However, as discussed in Note 18- *Commitments and Contingencies and Derivative Financial Instrument*s, we have entered into swap agreements with an aggregate notional value of [removed: $923.9] [added: $876.2] million to convert the variable rate [removed: interest based] [added: interest-based] liabilities associated with a corresponding amount of our debt into fixed interest rate liabilities, leaving [removed: $1.5] [added: $2.0] billion in principal amount subject to variable interest rate risk.

For the year ended [removed: October 1, 2021,] [added: September 30, 2022,] our weighted average floating rate borrowings that are subject to floating rate exposure were approximately [removed: $1.4] [added: $2.3] billion.

If floating interest rates had increased by 1.00%, our interest expense for the year ended [removed: October 1, 2021] [added: September 30, 2022] would have increased by approximately [removed: $14.3] [added: $22.6] million.

The Company has [removed: $506.5] [added: $298.2] million in notional value of exchange rate sensitive instruments at [removed: October 1, 2021.][added: September 30, 2022.]

Additionally, during fiscal 2022, we entered into two treasury lock arrangements with an aggregate notional value of $500.0 million as of September 30, 2022, which is discussed in further detail in Note 18- *Commitments and Contingencies and Derivative Financial Instrument*s.

[removed: - The] [added: Our business may be negatively impacted by disease outbreaks, epidemics, pandemics, or similar widespread public health concerns, such as the] COVID-19 pandemic, including [added: as a result of fear of exposure to, or actual effects of, any diseases, or] the measures that international, federal, state and local public health and other governmental authorities implement to address [removed: it, have adversely affected, and may continue to adversely affect, our business, financial condition and results of operations.][added: it.]

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

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

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

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

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

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

- [removed: Cyber security] [added: Cybersecurity] or privacy breaches, or systems and information technology interruption or failure could adversely impact our ability to operate or expose us to significant financial losses and reputational harm.

- An impairment charge on our goodwill [added: or intangible assets] could have a material adverse impact on our financial position and results of operations.

Page [removed: 21][added: 46]

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

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

- Our continued success is dependent upon our ability to hire, retain, and utilize qualified [removed: personnel.][added: personnel while managing the risks associated with sustained remote working arrangements.]

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

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

- If we fail to comply with [removed: federal, state, local or foreign] [added: any] governmental requirements, our business may be adversely affected.

Risks Related to Our [removed: Indebtedness][added: Indebtedness and Credit Markets]

- We rely [added: in part] on [removed: cash provided by operations and] liquidity [removed: under] [added: from] our credit facilities to fund our business.

- Maintaining adequate bonding and letter of credit capacity is necessary for us to successfully [removed: bid on and] win some contracts.

Risks Related to Our Common [removed: Stock][added: Stock and Corporate Structure]

Although there has been an easing of [removed: restrictions] [added: restrictions, such as “stay at home” orders and social distancing,] 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 [removed: COVID-19, including in connection with new variants] [added: COVID-19] or [removed: mutations of the virus.][added: other]

The [removed: COVID-19 pandemic has adversely affected, and] [added: effects of disease outbreaks, including epidemics, pandemics or similar widespread public health concerns] may [removed: continue to] adversely [removed: affect,] [added: affect] certain elements of our business, including, but not limited to, the following:

- [removed: We have experienced, and] [added: There] may [removed: continue to experience,] [added: be] reductions in demand for certain of our services and the delay or abandonment of ongoing or anticipated projects due to our clients’, suppliers’ and other [removed: third parties’] [added: third-parties’] diminished financial conditions or financial distress, as well as governmental budget constraints.

- Our clients may be unable to meet their payment obligations to us in a timely manner, including as a result of deteriorating financial condition or bankruptcy resulting from [added: a disease outbreak, including] the [added: ongoing] COVID-19 [removed: pandemic] [added: pandemic,] and resulting economic impacts.

[removed: -] 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 [removed: remotely.][added: remotely, and we expect sustained remote working arrangements to continue for a significant percentage of our employees.]

Although many of our employees can effectively perform their responsibilities while working remotely, [added: and the opportunity to work remotely may increase the geographic markets from where we may attract talent,] 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.

Additionally, we may be exposed to unexpected cybersecurity risks and additional information technology-related expenses as a result of [removed: these] remote working requirements.

[added: Failure to effectively train our employees could create challenges for us in maintaining high levels of employee awareness of, and compliance with, our internal procedures and external regulatory compliance requirements, in addition to increasing our recruiting, training and supervisory costs, while failure to] preserve our culture [added: for any reason] could harm our future success, including our ability to retain and recruit personnel, innovate and operate effectively and execute on our business strategy.

[removed: - In addition] [added: Similar] to [removed: existing] travel restrictions implemented in response to the COVID-19 pandemic, jurisdictions may [removed: continue to] close borders, impose prolonged quarantines and [removed: further] restrict travel and business activity, [added: in the event of a future disease outbreak or resurgence,] which could materially impair our ability to support our operations and clients (both domestic and international), to source supplies through the global supply chain and to identify, pursue and capture new business opportunities, and which could continue to restrict the ability of our employees to access their workplaces.

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

- We operate in many countries around the world, and certain of those countries’ governments may be unable to effectively mitigate the financial or other impacts of [removed: the COVID-19 pandemic] [added: any future disease outbreak] on their economies and workforces and our operations therein.

The [removed: continued global spread of the COVID-19 pandemic and the responses thereto are complex and rapidly evolving, and the] extent to which [removed: the pandemic] [added: a disease outbreak or resurgence] impacts our business, financial condition and results of operations, including the duration and magnitude of such impacts, will depend on numerous [removed: evolving] factors that we may not be able to accurately predict or assess.

[removed: COVID-19,] [added: Disease outbreaks] and the volatile regional and global economic conditions stemming [removed: from the pandemic,] [added: therefrom,] 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 this Annual Report on Form 10-K, which in turn could materially adversely affect our business, financial condition and results of operations.

There may be other adverse consequences to our business, financial condition and results of operations from the spread of COVID-19 [added: or other diseases] that we have not considered or have not become apparent.

As a result, we cannot assure you that if COVID-19 continues to spread, [added: or there are other significant disease outbreaks,] it would not have a further adverse impact on our business, financial condition and results of operations.

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

[added: 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.

[removed: Any] [added: The occurrence] of [removed: the foregoing could result in financial losses or reputational harm, which] [added: significant costs overruns] could have a material adverse impact on our business, financial condition and results of operations.

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

[removed: Accordingly,] [added: For all of the foregoing reasons,] if we fail to maintain adequate safety standards, we could suffer [added: harm to our reputation,] reduced profitability or the loss of projects or clients, which could have a material adverse impact on our business, financial condition and results of operations.

Demand for our services may be impacted by rising inflation, interest rates, and/or construction costs.

- We may be unable to realize the benefits of implementing our three-year corporate strategy.

- Our failure to meet performance requirements or contractual schedules could adversely affect our business, financial condition and results of operations.

- Our services expose us to significant monetary damages or even criminal violations and our insurance policies may not provide adequate coverage.

- A reduction in the amount of available governmental funding could materially affect our results of operations.

- We are dependent on third parties to complete many of our contracts.

- We must successfully manage the demand, supply and operational challenges associated with the effects of a disease outbreak, including epidemics, pandemics or similar widespread public health concerns.

Risks Related to International Operations

- Foreign exchange risks may affect our ability to realize a profit from certain projects.

Risks Related to Acquisitions, Investments, Joint Ventures and Divestitures

- If we, or our subsidiaries or companies in which we have made strategic investments, lose, or experience a significant reduction in, business from one or a few customers, it could have a material adverse impact on us.

- We may make minority investments that subject us to risks and uncertainties outside of our control.

Restrictions in our credit facilities could adversely impact our business.

Our businesses may be adversely affected by disruptions or lack of liquidity in the credit markets, including reduced access to credit and higher costs of obtaining credit.

- We are a holding company.

Substantially all of our business is conducted through our subsidiaries.

We depend on the performance of our subsidiaries and their ability to make distributions to us to fund our operations.

In addition, our business has

We may be unable to realize the benefits of implementing our three-year corporate strategy.

This is a transformative time for the Company.

In fiscal 2022, we launched our new three-year corporate strategy after identifying three growth accelerators to achieve our vision for future growth: Climate Response, Consultancy & Advisory and Data Solutions.

A key component of our corporate strategy includes creating a new operating segment, Divergent Solutions, which is aligned to our data solutions growth accelerator.

Developing a new business carries certain inherent risks, including potential diversion of management’s time and other resources from our previously-established revenue streams, the need for additional capital and other resources to expand this new business, and inefficient integration of operational and management systems and controls.

Our success growing and developing the solutions offered by this new business will depend on a variety of factors, some of which may be outside of our control.

There can be no assurance that creation of this operating segment will produce the revenues, earnings or business synergies that we anticipate.

Additionally, we cannot assure you that our corporate strategy will be successful in achieving our financial growth targets or that we will deliver our anticipated results.

The failure to successfully implement our corporate strategy could have a material adverse effect on our business.

We may be responsible for safety on some project sites, and, accordingly, we have an obligation to implement effective safety procedures.

Our failure to meet performance requirements or contractual schedules could adversely affect our business, financial condition and results of operations.

In some circumstances, we may incur penalties if we do not achieve project completion by a scheduled date.

In some cases, the occurrence of delays may be due to factors outside of our control, such as due to supply chain shortages.

We depend on contracts with the U.S. federal government and other governments and their agencies.

The U.S. federal government represented approximately 31% of our total revenue in fiscal 2022.

These contracts, which are a significant source of our revenue and profit, are subject to additional risks compared to contracts with private sector clients:

- Some of our contracts are long-term government contracts, which are only funded on an annual basis.

In addition, public-supported financing, such as state and local municipal bonds may be only partially raised to support existing infrastructure projects.

As a result, at the beginning of a program, the related contract is only partially funded, and additional funding is normally committed only as appropriations are made in each fiscal year.

If appropriations for funding are not made in subsequent years of a multiple-year contract, we may not be able to realize all of our anticipated revenue and profits from that project.

- Our contracts with governmental agencies are subject to audit, investigations and proceedings which could result in adjustments to reimbursable contract costs or, if we are charged with wrongdoing, possible temporary or permanent suspension from participating in government programs, and a variety of penalties can be imposed on us including monetary damages and criminal and civil penalties.

- Governmental agencies may modify, curtail or terminate our contracts at any time prior to their completion and, if we do not replace them, we may suffer a decline in revenue.

Additionally, even if fully performed, our backlog is not a good indicator of our future gross margins.

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

- We are subject to professional standards, duties and statutory obligations on professional reports and opinions we issue, which could subject us to monetary damages.

- Rising inflation, interest rates, and/or construction costs could reduce the demand for our services as well as decrease our profit on our existing contracts, in particular with respect to our fixed-price contracts.

Negative conditions in the credit and financial markets and delays in receiving client payments could adversely affect our cost of borrowing and our business.

The COVID-19 pandemic, including the measures that international, federal, state and local public health and other governmental authorities implement to address it, have adversely affected, and may continue to adversely affect, our business, financial condition and results of operations.

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 life-sustaining and to require their employees to be vaccinated against COVID-19 as a condition for continued employment.

These impacts are expected to continue or worsen if “stay-at-home”, “shelter-in-place”, social distancing, travel restrictions and other similar orders, measures or restrictions remain in place for an extended period of time or are re-imposed after being lifted or eased.

Although we have experienced, and may continue to experience, an increase in demand for certain of our services as a result of new projects that have arisen in response to the COVID-19 pandemic, there can be no assurance that any such increased demand would be sufficient to offset lost or delayed demand.

- Government-sponsored stimulus or assistance programs enacted to-date in the United States and in the foreign countries in which we operate in response to the COVID-19 pandemic have only been available to us or our customers or suppliers on a limited basis and are insufficient to address the full impact of the COVID-19 pandemic.

These and other government-sponsored assistance and stimulus programs are subject to renewal, modification or termination by the applicable governing bodies.

If any government-sponsored program from which we receive benefits is modified or terminated, our benefits thereunder could decline or cease altogether, which could have a material adverse effect on our business, financial position, results of operations, and/or cash flows.

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

- 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.

Even after the COVID-19 pandemic subsides, we could experience a longer-term impact on our operating expenses, including, for example, 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.

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

Unsafe work sites

In addition, our projects can involve the handling of hazardous and other highly regulated materials, and we are subject to the risk that the improper handling or disposal of such materials can lead to civil and/or criminal liabilities.

If the project is significant, or there are one or more issues that impact multiple projects, costs overruns could have a material adverse impact on our business, financial condition and results of operations.

Additionally, even if fully performed, our backlog is not a good indicator of our future gross margins.

The contracts in our backlog are subject to changes in the scope of services to be provided as well as adjustments to the costs relating to the contracts.

The revenue for certain contracts included in backlog is based on estimates.

Additionally, the way we perform on our individual contracts can affect greatly our gross margins and hence, future profitability.

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

Government contracts are also exposed to uncertainties associated with funding such as sequestration and budget deficits.

Contracts with the U.S. federal government, for example, are subject to the uncertainties of Congressional funding.

Legislatures typically appropriate funds on a year-by-year basis, while contract performance may take more than one year.

As a result, contracts with government agencies may be only partially funded or may be terminated, and we may not realize all of the potential revenue and profit from those contracts.

Our government clients may reduce the scope of or terminate our contracts for convenience or decide not to renew our contracts with little or no prior notice.

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 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.

We also are subject to government audits, investigations, and proceedings.

For example, government agencies such as the U.S. Defense Contract Audit Agency routinely review and audit us to determine the adequacy of and our compliance with our internal control systems and policies and whether allowable costs are in accordance with applicable regulations.

These audits can result in a determination that a rule or regulation has been violated or that adjustments are necessary to the amount of contract costs we believe are reimbursable by the agencies and the amount of our overhead costs allocated to the agencies.

If we violate a rule or regulation, fail to comply with a contractual or other requirement or do not satisfy an audit, a variety of penalties can be imposed on us including monetary damages and criminal and civil penalties.

For the fiscal year ended [removed: October 1, 2021][added: September 30, 2022]

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

There were [removed: 128,948,685] [added: 126,332,274] shares of common stock outstanding as of November [removed: 12, 2021.][added: 11, 2022.]

The aggregate market value of the Registrant’s common equity held by non-affiliates was approximately [removed: $16.9] [added: $17.8] billion as of April [removed: 2, 2021,] [added: 1, 2022,] 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: 2022] [added: 2023] annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Fiscal [removed: 2021] [added: 2022] Annual Report on Form 10-K

| | | | | | | Item 1. | | | | | | [removed: [Business](#i28b316226c6942479caa7cdd937e9648_13)] [added: [Business](#i3721b4131a2140e395b10845c59ee64e_13)] | | | | | | Page [removed: [3](#i28b316226c6942479caa7cdd937e9648_13)] [added: [3](#i3721b4131a2140e395b10845c59ee64e_13)] | | |

| | | | | | | Item 1A. | | | | | | [Risk [removed: Factors](#i28b316226c6942479caa7cdd937e9648_16)] [added: Factors](#i3721b4131a2140e395b10845c59ee64e_16)] | | | | | | Page [removed: [21](#i28b316226c6942479caa7cdd937e9648_16)] [added: [22](#i3721b4131a2140e395b10845c59ee64e_16)] | | |

| | | | | | | Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i28b316226c6942479caa7cdd937e9648_19)] [added: Comments](#i3721b4131a2140e395b10845c59ee64e_19)] | | | | | | Page [removed: [46](#i28b316226c6942479caa7cdd937e9648_19)] [added: [48](#i3721b4131a2140e395b10845c59ee64e_19)] | | |

| | | | | | | Item 2. | | | | | | [removed: [Properties](#i28b316226c6942479caa7cdd937e9648_22)] [added: [Properties](#i3721b4131a2140e395b10845c59ee64e_22)] | | | | | | Page [removed: [46](#i28b316226c6942479caa7cdd937e9648_22)] [added: [48](#i3721b4131a2140e395b10845c59ee64e_22)] | | |

| | | | | | | Item 3. | | | | | | [Legal [removed: Proceedings](#i28b316226c6942479caa7cdd937e9648_25)] [added: Proceedings](#i3721b4131a2140e395b10845c59ee64e_25)] | | | | | | Page [removed: [46](#i28b316226c6942479caa7cdd937e9648_25)] [added: [49](#i3721b4131a2140e395b10845c59ee64e_25)] | | |

| | | | | | | Item 4. | | | | | | [Mine Safety [removed: Disclosure](#i28b316226c6942479caa7cdd937e9648_28)] [added: Disclosure](#i3721b4131a2140e395b10845c59ee64e_28)] | | | | | | Page [removed: [46](#i28b316226c6942479caa7cdd937e9648_28)] [added: [49](#i3721b4131a2140e395b10845c59ee64e_28)] | | |

| | | | | | | Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i28b316226c6942479caa7cdd937e9648_34)] [added: Securities](#i3721b4131a2140e395b10845c59ee64e_34)] | | | | | | Page [removed: [47](#i28b316226c6942479caa7cdd937e9648_34)] [added: [50](#i3721b4131a2140e395b10845c59ee64e_34)] | | |

| | | | | | | Item 6. | | | | | | [Selected Financial [removed: Data](#i28b316226c6942479caa7cdd937e9648_37)] [added: Data](#i3721b4131a2140e395b10845c59ee64e_37)] | | | | | | Page [removed: [48](#i28b316226c6942479caa7cdd937e9648_37)] [added: [52](#i3721b4131a2140e395b10845c59ee64e_37)] | | |

| | | | | | | Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i28b316226c6942479caa7cdd937e9648_40)] [added: Operations](#i3721b4131a2140e395b10845c59ee64e_40)] | | | | | | Page [removed: [48](#i28b316226c6942479caa7cdd937e9648_40)] [added: [52](#i3721b4131a2140e395b10845c59ee64e_40)] | | |

| | | | | | | Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i28b316226c6942479caa7cdd937e9648_67)] [added: Risk](#i3721b4131a2140e395b10845c59ee64e_67)] | | | | | | Page [removed: [64](#i28b316226c6942479caa7cdd937e9648_67)] [added: [66](#i3721b4131a2140e395b10845c59ee64e_67)] | | |

| | | | | | | Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i28b316226c6942479caa7cdd937e9648_70)] [added: Data](#i3721b4131a2140e395b10845c59ee64e_70)] | | | | | | Page [removed: [64](#i28b316226c6942479caa7cdd937e9648_70)] [added: [66](#i3721b4131a2140e395b10845c59ee64e_70)] | | |

| | | | | | | Item 9. | | | | | | [Changes in and Disagreements With Accountants On Accounting and Financial [removed: Disclosure](#i28b316226c6942479caa7cdd937e9648_73)] [added: Disclosure](#i3721b4131a2140e395b10845c59ee64e_73)] | | | | | | Page [removed: [64](#i28b316226c6942479caa7cdd937e9648_73)] [added: [66](#i3721b4131a2140e395b10845c59ee64e_73)] | | |

| | | | | | | Item 9A. | | | | | | [Controls and [removed: Procedures](#i28b316226c6942479caa7cdd937e9648_76)] [added: Procedures](#i3721b4131a2140e395b10845c59ee64e_76)] | | | | | | Page [removed: [64](#i28b316226c6942479caa7cdd937e9648_76)] [added: [66](#i3721b4131a2140e395b10845c59ee64e_76)] | | |

| | | | | | | Item 9B. | | | | | | [Other [removed: Information](#i28b316226c6942479caa7cdd937e9648_79)] [added: Information](#i3721b4131a2140e395b10845c59ee64e_79)] | | | | | | Page [removed: [66](#i28b316226c6942479caa7cdd937e9648_79)] [added: [67](#i3721b4131a2140e395b10845c59ee64e_79)] | | |

| [Part [removed: III](#i28b316226c6942479caa7cdd937e9648_82)] [added: III](#i3721b4131a2140e395b10845c59ee64e_82)] | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i28b316226c6942479caa7cdd937e9648_85)] [added: Governance](#i3721b4131a2140e395b10845c59ee64e_85)] | | | | | | Page [removed: [67](#i28b316226c6942479caa7cdd937e9648_85)] [added: [68](#i3721b4131a2140e395b10845c59ee64e_85)] | | |

| | | | | | | Item 11. | | | | | | [Executive [removed: Compensation](#i28b316226c6942479caa7cdd937e9648_88)] [added: Compensation](#i3721b4131a2140e395b10845c59ee64e_88)] | | | | | | Page [removed: [67](#i28b316226c6942479caa7cdd937e9648_88)] [added: [68](#i3721b4131a2140e395b10845c59ee64e_88)] | | |

| | | | | | | Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i28b316226c6942479caa7cdd937e9648_91)] [added: Matters](#i3721b4131a2140e395b10845c59ee64e_91)] | | | | | | Page [removed: [67](#i28b316226c6942479caa7cdd937e9648_91)] [added: [68](#i3721b4131a2140e395b10845c59ee64e_91)] | | |

| | | | | | | Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i28b316226c6942479caa7cdd937e9648_94)] [added: Independence](#i3721b4131a2140e395b10845c59ee64e_94)] | | | | | | Page [removed: [67](#i28b316226c6942479caa7cdd937e9648_94)] [added: [68](#i3721b4131a2140e395b10845c59ee64e_94)] | | |

| | | | | | | Item 14. | | | | | | [Principal Accounting Fees and [removed: Services](#i28b316226c6942479caa7cdd937e9648_97)] [added: Services](#i3721b4131a2140e395b10845c59ee64e_97)] | | | | | | Page [removed: [67](#i28b316226c6942479caa7cdd937e9648_97)] [added: [68](#i3721b4131a2140e395b10845c59ee64e_97)] | | |

| [Part [removed: IV](#i28b316226c6942479caa7cdd937e9648_100)] [added: IV](#i3721b4131a2140e395b10845c59ee64e_100)] | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i28b316226c6942479caa7cdd937e9648_103)] [added: Schedules](#i3721b4131a2140e395b10845c59ee64e_103)] | | | | | | Page [removed: [68](#i28b316226c6942479caa7cdd937e9648_103)] [added: [70](#i3721b4131a2140e395b10845c59ee64e_103)] | | |

| | | | | | | | | | | | | [removed: [Signatures](#i28b316226c6942479caa7cdd937e9648_106)] [added: [Signatures](#i3721b4131a2140e395b10845c59ee64e_106)] | | | | | | Page [removed: [71](#i28b316226c6942479caa7cdd937e9648_106)] [added: [74](#i3721b4131a2140e395b10845c59ee64e_106)] | | |

Examples of forward-looking statements include, but are not limited to, statements we make concerning the [removed: 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 [removed: 2022] [added: 2023] or future fiscal [removed: years] [added: years, our expectations for the percentage of backlog we will realize as revenue in fiscal 2023,] and the anticipated benefits of [added: any acquisition or] 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 [removed: statements..][added: statements.]

The impact of such matters includes, but is not limited to, the possible reduction in demand for certain of our [added: product solutions and] services and the delay or abandonment of ongoing or anticipated projects due to the financial condition of our clients and suppliers or to governmental budget constraints or changes to governmental budgetary priorities; the inability of our clients to meet their payment obligations in a timely manner or at all; potential issues and risks related to a significant portion of our employees working remotely; illness, travel restrictions and other workforce disruptions that [removed: have,] [added: have] and could continue [removed: to,] [added: to] negatively affect our supply chain and our ability to timely and satisfactorily complete our clients’ projects; difficulties associated with [added: retaining and] hiring [removed: 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.

Unless the context otherwise requires, all references herein to "Jacobs" or the "Registrant" are to Jacobs [removed: Engineering Group] [added: Solutions] Inc. and its predecessors, and references to the "Company", "we", "us" or "our" are to Jacobs [removed: Engineering Group] [added: Solutions] Inc. and its consolidated subsidiaries.

At Jacobs, we’re challenging today to reinvent tomorrow by solving the world’s most critical problems for thriving cities, resilient environments, mission-critical outcomes, operational advancement, scientific discovery and cutting-edge [removed: manufacturing, turning abstract ideas into realities that transform the world for good.]

Leveraging a talent force of [removed: approximately 55,000,] [added: more than 60,000,] Jacobs provides a full spectrum of professional services including consulting, technical, [added: engineering,] scientific and project delivery for the government and private sector.

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

[removed: We operate] [added: In fiscal year 2022, we operated] in two lines of [removed: business areas:] [added: business:] Critical Mission Solutions and People & Places Solutions, [removed: as well as] [added: and] a third business segment as a result of our majority investment in PA [removed: Consulting Group Limited ("PA Consulting").][added: Consulting.]

Our [added: previous] three-year [removed: accelerated profitable growth] [added: corporate] strategy launched at our Investor Day in February 2019 focused on innovation and continued transformation to build upon our position as the leading solutions provider for our clients.

Setting the wheels in motion for our current path, this transformation [removed: most recently] included acquiring a 65% stake in PA [removed: Consulting.][added: Consulting Group Limited ("PA Consulting") in fiscal year 2021.]

[removed: Recent acquisitions] [added: Acquisitions] of John Wood Group’s nuclear [removed: business and] [added: business,] The Buffalo Group [removed: ("Buffalo Group")] [added: and most recently BlackLynx and StreetLight] further position us as a leader in high-value government services and technology-enabled solutions.

JACOBS SOLUTIONS INC.

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Such factors include our ability to execute on our three-year corporate strategy, including our ability to invest in the tools needed to implement our strategy, competition from existing and future competitors in our target markets, our ability to achieve the cost-savings and synergies contemplated by our recent acquisitions within the expected time frames or to achieve them fully and to successfully integrate acquired businesses while retaining key personnel, the impact of the COVID-19 pandemic, and any resulting economic downturn on our results, prospects and opportunities, measures or restrictions imposed by governments and health officials in response to the pandemic, the timing of the award of projects and funding under the Infrastructure Investment and Jobs Act, financial market risks that may affect the Company's funding obligations under defined benefit pension and postretirement plans, as well as general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates and foreign currency exchange rates, changes in capital markets, the possibility of a recession and geopolitical events and conflicts, among others.

On August 29, 2022, Jacobs Engineering Group Inc. (JEGI), the predecessor to Jacobs Solutions Inc., implemented a holding company structure, which resulted in Jacobs Solutions Inc. becoming the parent company of, and successor issuer to, JEGI.

For purposes of this Annual Report, references to the "Company", "we", "us" or "our" or our management or business at any point prior to August 29, 2022 (the "Holding Company Implementation Date") refer to JEGI and its consolidated subsidiaries as the predecessor to Jacobs Solutions Inc.

manufacturing, turning abstract ideas into realities that transform the world for good.

It is based on an extensive evaluation of global trends, capabilities and markets to understand the largest opportunities, projected spend and growth rates – resulting in the identification of three growth accelerators: Climate Response, Consulting & Advisory and Data Solutions.

We know we have a pivotal role to play across the entire Climate Response value chain – helping to mitigate global risks and build long-term resilience to benefit people and the planet.

Today our clients are facing the most disruptive period ever.

Through our Consulting & Advisory capabilities, we help them conceptualize, shape and realize their future.

We also harness our Data Solutions to help our clients operate in a safe environment and capitalize on their data more than ever before – empowering innovation and ingenuity to unlock better outcomes.

These growth accelerators cut across the entire business, open up significant high value growth opportunities with existing and new clients and create our focus on where we intend to deploy capital over the next several years.

Our Core Markets

As part of our new strategy, we also announced a new business unit that we will report under beginning in fiscal 2023, Divergent Solutions, which serves as the core foundation for developing and delivering innovative, next-generation cloud, cyber, data and digital technologies.

In the fourth quarter of fiscal year 2022, Jacobs Engineering Group Inc. (the predecessor parent company) created a new holding company, Jacobs Solutions Inc., which became the new parent of Jacobs Engineering Group, Inc. Jacobs Solutions Inc. more closely aligns our public identity with a global technology-forward solutions company.

As a result of the transaction, the predecessor company’s then-current stockholders automatically became stockholders of Jacobs Solutions Inc., on a one-for-one basis, with the same number of shares and same ownership percentage of the Company’s common stock that they held in the predecessor company immediately prior to the transaction.

Through a strong focus on inclusion, with a diverse team of visionaries, thinkers and doers, we build trust - in each other and across our company.

We identified six core SDGs that are material to our business, where we can have the most influence and impact, although we strive to contribute towards all 17 of the UN's SDGs.

Sustainability at Jacobs means developing long-term business resilience and success, and positively contributing toward the global economy, society and the environment.

It is not simply about avoiding harm, but about maximizing impact and stakeholder value, and striving to deliver a positive, fair and inclusive future for all in partnership with our clients.

Jacobs has elevated Climate Response as one of three core accelerators within our fiscal year 2022 to 2024 Company Strategy – aligning positive societal impact with long-term business growth, while supporting the UN's SDG 13: Climate Action.

We also established an Office of Global Climate Response and ESG, designed to deliver on our climate action commitments through innovative solutions for both our clients and stakeholders.

Our new Climate Action Plan lays out our next phase of climate mitigation and adaptation commitments, which build on the progress we have made since the release of our initial plan in 2020.

Our new climate commitments include:

- Ensuring every project becomes a climate response opportunity

- Achieving Net-Zero greenhouse gas emissions across the value chain by 2040

- Maintaining carbon neutrality status in our operations and business travel and 100% low-carbon electricity for our operations

We are the first consultancy and one of the world’s first companies with net-zero targets approved by the Science Based Targets initiative.

Our carbon neutrality status is in line with the international standard PAS 2060.

Detailed in our Carbon Neutrality Commitment, starting in 2020 and throughout fiscal year 2021, we achieved 100% low-carbon electricity and we became carbon neutral for our operations and business travel and continue to maintain these commitments.

We have achieved industry leading ISS Prime Status for our ESG corporate rating – this is awarded to companies with an ESG performance above the sector-specific Prime threshold, which means that we fulfil ambitious absolute performance requirements.

For the second consecutive year in 2021, Jacobs was included in the Dow Jones Sustainability North America Index, reinforcing our position as a sustainability leader among the top 20% of the largest 600 North American companies in the S&P Global Broad Market Index (BMI) based on long-term economic, environmental and social criteria.

Our score for 2022 increased 8 points overall year-on-year, and our inclusion in any Dow Jones Index is pending completion of assessment by Standard and Poor's, anticipated to be released in December 2022.

Supporting the UN's SDG 10: Reduced Inequalities, we are integrating social value and equity considerations and innovations into the solutions we deliver for our clients.

For example, we developed a Social Value Solutions framework that helps clients create social value and contribute to a more inclusive economy.

In fiscal year 2022, we donated $3.2 million to 3,000+ charities across 26 countries.

Our people tracked approximately 23,000 volunteer hours and completed nearly 8,000 volunteer activities.

Supporting UN SDG 9: Industry, Innovation and Infrastructure, we foster a culture of technology and innovation to support the advancement of society.

With a core set of processes in place, BeyondExcellence gives us a framework to deliver value on our projects through good governance, assurance and improvement.

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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.

Revenue by Type (Fiscal Year 2021)

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

Project Delivery Services includes management and execution of wind-tunnel design-build projects in CMS and progressive design-build for water and construction management for our Advanced Facilities business in P&PS.

We believe these services are lower risk.

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

These values underpin our three-pillar strategy to become the employer of choice, deliver connected and sustainable solutions, and leverage technology-enabled execution.

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.

It means

- 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.

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.

In fiscal 2021, demand for certain of our services, including those supporting health care relief efforts relating to COVID-19, increased as a result of COVID-19.

Notwithstanding our continuing critical operations, COVID-19 negatively impacted parts of our business, and may have further adverse impacts on our continued operations, including those listed and discussed in Item 1A, Risk Factors included in this Annual Report on Form 10-K.

Looking ahead, we have developed contingency plans to reduce costs further if the situation further deteriorates or lasts longer than current expectations.

Based on current estimates, we expect the impact of COVID-19 to continue through fiscal 2022, although to a lesser degree than what was seen in fiscal 2021 and 2020.

Although this business disruption is expected to be temporary, significant uncertainty exists concerning the magnitude, duration and impacts of the COVID-19 pandemic, including with regard to the effects on our customers, customer demand for our services and supply chain.

Accordingly, actual results for future fiscal periods could differ materially versus current expectations and current results and financial condition discussed herein may not be indicative of future operating results and trends.

Fiscal Year 2021

Trends affecting our government clients include information warfare, cyber, IT modernization, space exploration and intelligence, defense systems and intelligent asset management, which are driving demand for our highly technical solutions.

In doing so, we incorporate the full spectrum of data science and technology-enabled toolsets within a people-centric solution development and delivery framework.

We embrace inclusive engagement of partners and stakeholders and generate enduring social equity/value through consulting, planning, architecture, design and engineering project outcomes, as well as long-term operation of facilities and infrastructure.

Solutions may be delivered as standalone engagements or through comprehensive program management that integrates disparate workstreams to yield additional benefits not attainable through project-by-project implementation.


The future of nearly all water infrastructure will be highly technology-enabled, leveraging solutions with digital twins, predictive analytics and smart metering technology to ensure we're giving communities, industries and regions the secure water resource they need to flourish and expand.

Our business model is evolving to provide a broader spectrum of digital- and technology-enabled solutions to address our infrastructure clients' challenges with less exposure to craft construction services.

Our focus on the five core sectors of Transportation, Water, Built Environment, Environmental and Advanced Facilities provides us with the ability to leverage our expansive domain expertise across all global markets, enabling truly end-to-end connected solutions for our clients' most complex major projects and programs, including Expo 2020 Dubai, the Thames Estuary Asset Management (TEAM 2100) and the LaGuardia Airport Redevelopment.

A strong foundation of data-rich innovative solutions is woven into every project that we deliver.

This may include Jacobs-developed proprietary software that employs an array of technical expertise to enable the most efficient, effective and predictable solutions for our clients.

PA 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.


PA led the efforts to design, manufacture and distribute thousands of lifesaving ventilators as part of the U.K. Ventilator Challenge, and has continued to support the U.K. Government’s COVID-19 response throughout 2021.

Other work during 2021 includes re-designing the U.K. Army’s Operating Model, working as the Home Office’s Software Engineering partner for border safety, and working with the U.K. MOD’s Defence Science & Technology Laboratory and the Danish National Genome Center.

Recently, PA has been appointed by the U.K. Government to design an iconic electric vehicle charge point to accelerate the transition to electric vehicles.

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

The total amount of space leased by us for all of our operations is approximately [removed: 7.4] [added: 6.9] million square feet.

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Page [removed: 46][added: 49]

According to the records of our transfer agent, there were [removed: 2,954] [added: 2,733] shareholders of record as of November [removed: 12, 2021.][added: 11, 2022.]

On January [removed: 17, 2019,] [added: 16, 2020,] the [removed: Company’s] [added: Company's] Board of Directors authorized a share repurchase program of up to $1.0 billion of the [removed: Company’s] [added: Company's] common stock, to expire on January [removed: 16, 2022] [added: 15, 2023] (the [removed: "2019] [added: "2020] Repurchase Authorization").

In the fourth quarter of fiscal 2021 the Company launched an accelerated share repurchase program by advancing $250 million to a financial institution in a privately negotiated [removed: transaction.][added: transaction, with final non-cash settlement on the program during the first quarter of fiscal 2022 of 342,054 shares.]

The following table summarizes the activity under the [removed: 2019 and] 2020 Repurchase [removed: Authorizations] [added: Authorization] during [added: the fourth quarter of] fiscal [removed: 2021:][added: 2022:]

As of [removed: October 1, 2021,] [added: September 30, 2022,] the Company has [removed: no remaining amounts available under the 2019 Repurchase Authorization and $782.9] [added: $501.0] million remaining under the 2020 Repurchase Authorization.

Page [removed: 47][added: 50]

The following graph and table shows the changes over the five-year period ended [removed: October 1, 2021] [added: September 30, 2022] in the value of $100 as of the close of market on September [removed: 30, 2016] [added: 29, 2017] in (1) the common stock of Jacobs [removed: Engineering Group] [added: Solutions] Inc., (2) the Standard & Poor’s 500 Stock Index and (3) the Standard & Poor's 1500 IT Consulting & Other Services Index.

[removed: ][added: ]

| | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

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

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

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Per Share (1) | | | | | | Total Number of Shares Purchased under the 2020 Repurchase Authorization | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the 2020 Repurchase Authorization | | |

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

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

| August 29, 2022 - September 30, 2022 | | | | | | 276,244 | | | | | | $113.02 | | | | | | 276,244 | | | | | | $500,991,805 | | |

On February 4, 2022, the Company issued 6,620 shares of restricted stock in connection with its acquisition of Streetlight to certain stockholders in exchange for certain of their vested stock awards in StreetLight.

These shares are subject to certain lockup restrictions agreed to by the Company and the shareholders.

For further discussion of the StreetLight acquisition, see Note 15- *Other Business Combinations*.

These shares were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon Section 4(a)(2) of the Securities Act.

The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the share certificates issued in these transactions.

| Jacobs Solutions Inc. | | | 100.00 | | | | | | 132.80 | | | | | | 159.90 | | | | | | 163.55 | | | | | | 235.25 | | | | | | 194.31 | | |

| S&P 500 | | | 100.00 | | | | | | 117.91 | | | | | | 122.93 | | | | | | 141.55 | | | | | | 184.02 | | | | | | 155.55 | | |

| S&P 1500 IT Consulting & Other Services | | | 100.00 | | | | | | 116.79 | | | | | | 113.05 | | | | | | 116.64 | | | | | | 157.21 | | | | | | 130.09 | | |

Page 51

On January 16, 2020, the Company's Board of Directors authorized an additional share repurchase program of up to $1.0 billion of the Company's common stock, to expire on January 15, 2023 (the "2020 Repurchase Authorization").

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

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

| Amount Authorized (2019 and 2020 Repurchase Authorizations) | | | | | | Average Price Per Share (1) | | | | | | Shares Repurchased | | | | | | Total Shares Retired | | |

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

As a precautionary measure in light of the COVID-19 pandemic, the Company temporarily suspended purchases under the share repurchase plan in March 2020, with such suspension remaining in effect through the fiscal third quarter of 2020.

During the fourth fiscal quarter of 2020, the Company resumed share repurchases.

None.

| 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 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.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and [removed: communicated to management, including our Chair and Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure.]

Page [removed: 64][added: 66]

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 [removed: October 1, 2021,] [added: September 30, 2022,] the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”).

Based on that evaluation, the Company’s management, with the participation of the [added: Chair and] Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) concluded that the Company’s disclosure controls and procedures as of the Evaluation Date were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chair and Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate to allow timely decisions regarding required disclosure.

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 [removed: October 1, 2021,] [added: September 30, 2022,] 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 [removed: October 1, 2021] [added: September 30, 2022] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company’s management, including its [added: Chair and] Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures or its system of internal control over financial reporting will prevent or detect all errors and all fraud.

communicated to management, including our Chair and Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure.

As permitted by SEC guidance for newly acquired businesses, management's assessment of the Company's disclosure controls and procedures did not include an assessment of those disclosure controls and procedures of 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.

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Page [removed: 66][added: 67]

We have adopted a code of ethics for our [added: Chair and] Chief Executive Officer and senior financial officers; a code of business conduct and ethics for members of our Board of Directors and corporate governance guidelines.

Requests should be addressed to: Jacobs [removed: Engineering Group] [added: Solutions] Inc., 1999 Bryan Street, Suite 1200, Dallas, Texas 75201, Attention: Corporate Secretary.

Page [removed: 67][added: 68]

The Company's independent registered public accounting firm is Ernst & Young, LLP, Dallas, TX, Auditor Firm ID: 42.

Page 69

(1)The Company’s Consolidated Financial Statements at [added: September 30, 2022 and] October 1, 2021 and [removed: October 2, 2020 and] for each of the three years in the period ended [removed: October 1, 2021,] [added: September 30, 2022,] 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.](http://www.sec.gov/Archives/edgar/data/52988/000114036119007384/ex2_1.htm) [Filed] [added: 2019. 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) | | |

| [removed: 3.1] [added: [3.1](https://www.sec.gov/Archives/edgar/data/52988/000119312522232264/d373758dex31.htm)] | | | | | | [Amended and Restated Certificate of Incorporation of Jacobs [removed: Engineering Group] [added: Solutions] Inc. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K on [removed: January 28, 2014 and] [added: August 29, 2022](https://www.sec.gov/Archives/edgar/data/52988/000119312522232264/d373758dex31.htm) [and] incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000013/amendedcertificateofincorp.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312522232264/d373758dex31.htm)] | | |

| [removed: 3.2] [added: [3.2](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm)] | | | | | | [Amended and Restated Bylaws of [removed: Jacobs Engineering Group Inc.,] [added: Jacobs](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm) [](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm)[Solutions](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm) [Inc.,] dated as [removed: 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)[.] [added: of](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm) [October](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm)[11](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm)[, 2022](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm)[.] Filed as Exhibit 3.1 to the Registrant’s Current Report on Form [removed: 8-K 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)] [added: 8-K](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm)[/A](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm) [on](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm) [October](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm)[1](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm)[4](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm)[, 202](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm)[2](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm)] [and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/0000052988/000005298821000053/exhibit31-arbylawseffectiv.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm)] | | |

| [removed: 10.3] [added: 10.5] | | | | | | [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: 10.4] [added: 10.6] | | | | | | [First Amendment to the Note Purchase Agreement, dated May 11, 2018, by and among Jacobs Engineering Group Inc. and the Purchasers identified therein. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on May 15, 2018 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298818000014/jec8kexhibitfirstamendment.htm) | | |

Page [removed: 68][added: 73]

| [removed: 10.5] [added: 10.7] | | | | | | [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., [removed: Truist] [added: Tru](http://www.sec.gov/Archives/edgar/data/52988/000156459020013326/jec-ex101_6.htm)[i](http://www.sec.gov/Archives/edgar/data/52988/000156459020013326/jec-ex101_6.htm)[st] 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) | | |

| [removed: 10.6] [added: 10.10] | | | | | | [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) | | |

| [removed: 10.7#] [added: 10.13#] | | | | | | [Offer Letter by and between Jacobs Engineering Group Inc. and Steven J. Demetriou, dated July 10, 2015. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on July 16, 2015 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000113/a101offerletterceojuly1020.htm) | | |

| [removed: 10.8#] [added: 10.14#] | | | | | | [Offer Letter by and between Jacobs Engineering Group Inc. and Kevin C. Berryman, effective November 12, 2014. Filed as Exhibit 99.1 to Amendment No. 1 to the Registrant’s Current Report on Form 8-K/A on November 17, 2014 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000166/exhibit991offerletter-kevi.htm) | | |

| [removed: 10.9#] [added: 10.15#] | | | | | | [Offer letter by and between Jacobs Engineering Group Inc. and Robert V. Pragada, dated January 28, 2016. Filed as Exhibit 10.61 to the Registrant’s fiscal 2016 Annual Report on Form 10-K and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459016029571/jec-ex1061_413.htm) | | |

| [removed: 10.10#] [added: 10.16#] | | | | | | [Offer letter by and between Jacobs Engineering Group Inc. and William Benton Allen, Jr. dated October 4, 2016. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on October 14, 2016 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312516738720/d272332dex101.htm) | | |

| [removed: 10.11#] [added: 10.17#] | | | | | | [Offer Letter by and between Jacobs Engineering Group Inc. and Dawne Hickton, effective June 3, 2019. Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 10-Q on August 5, 2019 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000053/a102hicktonofferletter.htm) | | |

| [removed: 10.12#†] [added: [10.18#](https://www.sec.gov/Archives/edgar/data/52988/000005298821000065/exhibit1012-formofindemnif.htm)] | | | | | | [Form of Indemnification Agreement entered into between Jacobs Engineering Group Inc. and certain of its officers and [removed: 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)] [added: directors.](https://www.sec.gov/Archives/edgar/data/52988/000005298821000065/exhibit1012-formofindemnif.htm) [Filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K on Novembe](https://www.sec.gov/Archives/edgar/data/52988/000005298821000065/exhibit1012-formofindemnif.htm)[r 23, 2021](https://www.sec.gov/Archives/edgar/data/52988/000005298821000065/exhibit1012-formofindemnif.htm) [and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/52988/000005298821000065/exhibit1012-formofindemnif.htm)] | | |

| [removed: 10.13#] [added: [10.21#](https://www.sec.gov/Archives/edgar/data/52988/000119312517301111/d458763dex101.htm)] | | | | | | [Jacobs Engineering Group Inc. [removed: 1989 Employee Stock Purchase Plan (as amended and restated on] [added: Executive Deferral Plan, effective] January [removed: 19, 2017).](http://www.sec.gov/Archives/edgar/data/52988/000119312517016778/d332588dex101.htm) [Filed] [added: 1, 2018. Filed] as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on [removed: January 24,] [added: October 2,] 2017 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517016778/d332588dex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312517301111/d458763dex101.htm)] | | |

| [removed: 10.14#] [added: [10.19#](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex43.htm)] | | | | | | [Jacobs [removed: Engineering Group] [added: Solutions] Inc. [removed: Global] [added: 1989] Employee Stock Purchase Plan (as amended and restated [removed: on January 19, 2017).](http://www.sec.gov/Archives/edgar/data/52988/000119312517016778/d332588dex102.htm) [Filed] [added: on](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex43.htm) [August 29, 2022). Filed] as Exhibit [removed: 10.2] [added: 4.3] to the Registrant’s [removed: Current Report on] [added: Post Effective Amendment No. 1 to] Form [removed: 8-K] [added: S-8] on [removed: January 24, 2017] [added: August 29, 2022] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517016778/d332588dex102.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex43.htm)] | | |

| [removed: 10.15#] [added: 10.26#] | | | | | | [removed: [Jacobs] [added: [Form of Restricted Stock Unit Agreement (with dividend equivalent rights) (awarded pursuant to the Jacobs] Engineering Group Inc. [removed: Executive Deferral Plan, effective January 1, 2018.](http://www.sec.gov/Archives/edgar/data/52988/000119312517301111/d458763dex101.htm) [Filed] [added: 1999 Stock Incentive Plan). Filed] as Exhibit [removed: 10.1] [added: 10.39] to the [removed: Registrant’s Current] [added: Registrant's fiscal 2017 Annual] Report on Form [removed: 8-K on October 2, 2017] [added: 10-K] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517301111/d458763dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459017024192/jec-ex1039_515.htm)] | | |

| [removed: 10.16#] [added: 10.27#] | | | | | | [removed: [Jacobs] [added: [Form of Stock Option Award Agreement (awarded pursuant to the Jacobs] Engineering Group Inc. [added: 1999 Outside] Directors [removed: Deferral Plan, effective January 1, 2018.](http://www.sec.gov/Archives/edgar/data/52988/000119312517301111/d458763dex102.htm) [Filed] [added: Stock Plan). Filed] as Exhibit 10.2 to the Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K on October 2, 2017] [added: 10-Q for the second quarter of fiscal 2016] 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/52988/000156459016017848/jec-ex102_354.htm)] | | |

| [removed: 10.17#] [added: 10.33#] | | | | | | [removed: [Jacobs] [added: [Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant to the Jacobs] Engineering Group Inc. 1999 Stock Incentive [removed: Plan, as amended and restated, effective January 18, 2018.] [added: Plan).] Filed as Exhibit [removed: 10.10] [added: 10.6] 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-ex106_113.htm)] | | |

| [removed: 10.18#] [added: 10.34#] | | | | | | [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)] | | |

| [removed: 10.19#] [added: 10.28#] | | | | | | [removed: [Jacobs] [added: [Form of Restricted Stock Unit 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 10.1 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-ex101_355.htm)] | | |

| [removed: 10.20#] [added: 10.39#] | | | | | | [Form of Restricted Stock Unit Agreement [removed: (with dividend equivalent rights)] [added: (Performance Shares – ROIC)] (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit [removed: 10.39] [added: 10.3] to the [removed: Registrant's fiscal 2017 Annual] [added: Registrant’s 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/52988/000156459017024192/jec-ex1039_515.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit103q1fy2021.htm)] | | |

| [removed: 10.21#] [added: 10.36#] | | | | | | [Form of [added: Restricted] Stock [removed: Option Award] [added: Unit] Agreement [added: (Performance Shares – ROIC – 2020 Award)] (awarded pursuant to the Jacobs Engineering Group Inc. 1999 [removed: Outside Directors] Stock [added: Incentive] Plan). Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the [removed: second] [added: first] quarter of fiscal [removed: 2016] [added: 2020] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex102_354.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit102-formofpsuag.htm)] | | |

Page [removed: 69][added: 74]

| [removed: 10.22#] [added: 10.30#] | | | | | | [Form of Restricted Stock Unit [removed: Award] Agreement [added: (Performance Shares - ROIC - 2018 Award)] (awarded pursuant to the Jacobs Engineering Group Inc. 1999 [removed: Outside Directors] Stock [removed: Plan).](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex101_355.htm) [Filed] [added: Incentive Plan). Filed] as Exhibit [removed: 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] [added: 10.5 to] the [removed: Registrant’s] [added: Registrant's] Quarterly Report on Form 10-Q for the [removed: second] [added: first] quarter of fiscal [removed: 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] [added: 2018 and] incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex101_355.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex105_114.htm)] | | |

| [removed: 10.23#] [added: 10.29#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares - Earnings Per Share Growth - 2018 Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.4 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-ex104_115.htm) | | |

| [removed: 10.24#] [added: 10.32#] | | | | | | [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 Plan). 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)] | | |

| [removed: 10.25#] [added: 10.31#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares - Earnings Per Share Growth - 2019 Award) (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 2018 filed February 6, 2019 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit103psuawardeps2019.htm) | | |

| [removed: 10.26#] [added: 10.40#] | | | | | | [Form of Restricted Stock Unit Agreement [removed: (Performance Shares - ROIC - 2019 Award)] [added: (Time-Based Vesting)] (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive [removed: Plan).](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit104psuawardroic2019.htm) [Filed] [added: Plan). Filed] as Exhibit 10.4 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: 2021] 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/52988/000005298821000016/exhibit104q1fy2021.htm)] | | |

| [removed: 10.27#] [added: 10.37#] | | | | | | [Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit [removed: 10.6] [added: 10.3] to the [removed: Registrant's] [added: Registrant’s] Quarterly Report on Form 10-Q for the first quarter of fiscal [removed: 2018] [added: 2020] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex106_113.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit103-formofrsuag.htm)] | | |

| [removed: 10.28#] [added: 10.38#] | | | | | | [Form of Restricted Stock Unit Agreement [added: (Performance Shares – Earnings Per Share Growth)] (awarded pursuant to the Jacobs Engineering [removed: Group,] [added: Group] Inc. 1999 [removed: Outside Director] Stock [added: Incentive] Plan). Filed as Exhibit [removed: 10.7] [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] [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/exhibit102q1fy2021.htm)] | | |

| [removed: 10.29#] [added: 10.35#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share Growth – 2020 Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.1 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/exhibit101-formofpsuag.htm) | | |

| [removed: 10.30#] [added: [10.42#](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit102formofrsugrantag.htm)] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – [removed: ROIC – 2020 Award)] [added: ROIC)] (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.2 to the [removed: Registrant’s] [added: Registrants] Quarterly Report on Form 10-Q for the first quarter of fiscal [removed: 2020] [added: 2022] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit102-formofpsuag.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit102formofrsugrantag.htm)] | | |

| [removed: 10.31#] [added: [10.43#](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit103formofrsugrantag.htm)] | | | | | | [Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant to [removed: the Jacobs] [added: the](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit103formofrsugrantag.htm) [Jacobs] Engineering Group [removed: Inc. 1999] [added: Inc.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit103formofrsugrantag.htm) [1999] Stock Incentive [removed: Plan). Filed] [added: Plan).](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit103formofrsugrantag.htm) [Filed] as [removed: Exhibit 10.3 to the Registrant’s Quarterly Report] [added: Exhibit](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit103formofrsugrantag.htm) [10.3](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit103formofrsugrantag.htm) [to the](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit103formofrsugrantag.htm) [Registrants Quarterly](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit103formofrsugrantag.htm) [Report] on [removed: Form 10-Q] [added: Form](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit103formofrsugrantag.htm) [10-Q] for the first quarter of fiscal [removed: 2020 and] [added: 2022](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit103formofrsugrantag.htm) [and] incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit103-formofrsuag.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit103formofrsugrantag.htm)] | | |

| [removed: 10.32#] [added: [10.41#](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit101formofrsugrantag.htm)] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share Growth) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive [removed: Plan).](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit102q1fy2021.htm) [Filed] [added: Plan). Filed] as Exhibit [removed: 10.2] [added: 10.1] to the [removed: Registrant’s] [added: Registrants] Quarterly Report on Form 10-Q for the first quarter of fiscal [removed: 2021] [added: 2022] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit102q1fy2021.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit101formofrsugrantag.htm)] | | |

| [removed: 10.36#] [added: [10.44#†](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1044q4fy2022-leader.htm)] | | | | | | [Jacobs Engineering Group Inc. Leadership Performance Plan, as amended and restated effective [removed: 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)] [added: August 29, 2022.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1044q4fy2022-leader.htm)] | | |

| [removed: 21†] [added: [21†](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit21q4fy2022-listofsu.htm)] | | | | | | [List of Subsidiaries of [removed: Jacobs Engineering Group Inc.](https://www.sec.gov/Archives/edgar/data/52988/000005298821000065/exhibit21q4fy2021.htm)] [added: Jacobs](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit21q4fy2022-listofsu.htm) [Solutions](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit21q4fy2022-listofsu.htm) [Inc.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit21q4fy2022-listofsu.htm)] | | |

| 23† | | | | | | [Consent of Ernst & Young LLP, Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/52988/000005298821000065/exhibit23q4fy2021.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit23q4fy2022.htm)] | | |

| 31.1† | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/52988/000005298821000065/exhibit311q4fy2021.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit311q4fy2022.htm)] | | |

| 4.1† | | | | | | [Description of the Registrant’s Securities.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit41-xq4fy2022xdescri.htm) | | |

| [10.3](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit104secondamendmentt.htm) | | | | | | [Second Amendment to Second Amended and Restated Credit Agreement, dated as of December 6, 2021, between Jacobs Engineering Group Inc. and Bank of America, N.A., as administrative 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 party thereto, and Bank of America, N.A., as administrative agent. Filed as Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2022 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit104secondamendmentt.htm) | | |

| 10.4† | | | | | | [Third Amendment to Second Amended and Restated Credit Agreement, dated as of August 26, 2022, between Jacobs Engineering Group Inc. and Bank of America, N.A., as administrative 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 party thereto, and Bank of America, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit104toq4fy2022-third.htm) | | |

| [10.8](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit105amendmenttocredi.htm) | | | | | | [Amendment to Credit Agreement (LIBOR Transition), dated as of December 6, 2021, among Jacobs Engineering Group Inc. and Jacobs U.K. Limited, as borrowers, and Bank of America, N.A., as administrative agent, to the Credit Agreement, dated as of March 25, 2020, by and among Jacobs Engineering Group Inc. and Jacobs U.K. Limited, as borrowers, the lenders party thereto, and Bank of America, N.A. as administrative agent. Filed as Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2022 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit105amendmenttocredi.htm) | | |

| 10.9† | | | | | | [Second Amendment to Credit Agreement, dated as of August 26, 2022, among Jacobs Engineering Group Inc. and Jacobs U.K. Limited, as borrowers, and Bank of America, N.A., as administrative agent, to the Credit Agreement, dated as of March 25, 2020, by and among Jacobs Engineering Group Inc. and Jacobs U.K. Limited, as borrowers, the lenders party thereto, and Bank of America, N.A. as administrative agent.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit109toq4fy2022-secon.htm) | | |

| [10.11](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit106amendmenttoterml.htm) | | | | | | [Amendment to Term Loan Agreement (LIBOR Transition), dated as of December 6, 2021, between Jacobs Engineering Group Inc. and Bank of America, N.A., as administrative agent, to the Term Loan Agreement, dated as of January 20, 2021, among Jacobs Engineering Group Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent. Filed as Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit106amendmenttoterml.htm) | | |

| 10.12† | | | | | | [Second Amendment to Term Loan Agreement, dated as of August 26, 2022, between Jacobs Engineering Group Inc. and Bank of America, N.A., as administrative agent, to the Term Loan Agreement, dated as of January 20, 2021, among Jacobs Engineering Group Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1012toq4fy2022-seco.htm) | | |

| [10.20#](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex44.htm) | | | | | | [Jacobs Solutions Inc. (StreetL](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex44.htm)[i](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex44.htm)[ght) 2011 Stock Plan, as amended and restated, effective August 29, 2022. Filed as Exhibit 4.4 to the Registrant’s Post Effective Amendment No. 1 to Form S-8 on August 29, 2022](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex44.htm)[.](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex44.htm)[](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex44.htm) | | |

| [10.22#†](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1022q4fy2022-direct.htm) | | | | | | [Jacobs Solutions Inc. Directors Deferral Plan, as amended and restated effective August 29, 2022.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1022q4fy2022-direct.htm) | | |

| [10.23#](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex42.htm) | | | | | | [Jacobs Solutions](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex42.htm) [Inc. 1999 Stock Incentive Plan, as amended and restated, effective August 29, 2022. Filed as Exhibit 4.2 to the Registrant’s Post Effective Amendment No. 1 to Form S-8 on August 29, 2022 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex42.htm) | | |

| [10.24#](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex41.htm) | | | | | | [Jacobs Solutions Inc. 1999 Outside Director Stock Plan, as amended and restated effective](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex41.htm) [August 29](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex41.htm)[, 2022. Filed as Exhibit 4.1 to the Registrant’s Post Effective Amendment No. 1 to Form S-8 on August 29, 2022 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex41.htm) | | |

| 10.25#† | | | | | | [Jacobs Solutions Inc. Executive Severance Plan, as amended and restated effective November 16, 2022.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1025-jacobsexecutiv.htm) | | |

| /S/ Peter J. Robertson | | | | | | Director | | | | | | November 21, 2022 | | |

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

| /S/ Priya Abani | | | | | | Director | | | | | | November 21, 2022 | | |

| Priya Abani | | | | | | | | | | | | | | |

September 30, 2022

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

September 30, 2022

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

| | | | $ | 14,660,419 | | | | | $ | 14,632,609 | |

| | | | $ | 14,660,419 | | | | | $ | 14,632,609 | |

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

| Net (Earnings) Loss Attributable to Redeemable Noncontrolling Interests | | | (34,585) | | | | | | 85,414 | | | | | | — | | |

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

For the Fiscal Years Ended September 30, 2022, October 1, 2021 and October 2, 2020

| Net earnings | | | — | | | | | | — | | | | | | 644,039 | | | | | | — | | | | | | 644,039 | | | | | | 36,788 | | | | | | 680,827 | | |

| Foreign currency translation adjustments, net of deferred taxes of $(19,019) | | | — | | | | | | — | | | | | | — | | | | | | (378,800) | | | | | | (378,800) | | | | | | — | | | | | | (378,800) | | |

| Dividends | | | — | | | | | | — | | | | | | (118,291) | | | | | | — | | | | | | (118,291) | | | | | | — | | | | | | (118,291) | | |

| Repurchase and issuance of redeemable noncontrolling interests | | | — | | | | | | — | | | | | | 2,618 | | | | | | — | | | | | | 2,618 | | | | | | — | | | | | | 2,618 | | |

| Repurchases of equity securities | | | (2,473) | | | | | | (923) | | | | | | (278,530) | | | | | | — | | | | | | (281,926) | | | | | | — | | | | | | (281,926) | | |

| Balances at September 30, 2022 | | | $ | 127,393 | | | | | $ | 2,682,009 | | | | | $ | 4,225,784 | | | | | $ | (975,130) | | | | | $ | 6,060,056 | | | | | $ | 44,336 | | | | | $ | 6,104,392 | |

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

For the Fiscal Years Ended September 30, 2022, October 1, 2021 and October 2, 2020

| Cash dividends to shareholders | | | (115,948) | | | | | | (107,188) | | | | | | (97,900) | | |

| Net dividends associated with noncontrolling interests | | | (26,982) | | | | | | (48,784) | | | | | | (46,062) | | |

| Repurchase of redeemable noncontrolling interests | | | (46,074) | | | | | | — | | | | | | — | | |

| Proceeds from issuances of redeemable noncontrolling interests | | | 49,742 | | | | | | — | | | | | | — | | |

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

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

| 4.1 | | | | | | [Description of the Registrant’s 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) | | |

| 10.33# | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – ROIC) (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 2021 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit103q1fy2021.htm) | | |

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

| 10.35 | | | | | | [Transition Services Agreement, dated as of April 26, 2019, by and between Jacobs Engineering Group Inc. and WorleyParsons Limited. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on April 29, 2019 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000114036119007768/nc10001302x1_ex10-1.htm) | | |

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

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

| /S/ Robert C. Davidson, Jr. | | | | | | Director | | | | | | November 23, 2021 | | |

| Robert C. Davidson, Jr. | | | | | | | | | | | | | | |

| /S/ Linda Fayne Levinson | | | | | | Director | | | | | | November 23, 2021 | | |

| Linda Fayne Levinson | | | | | | | | | | | | | | |

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

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

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

| Net Earnings Attributable to Jacobs from Discontinued Operations | | | 10,008 | | | | | | 137,984 | | | | | | 557,019 | | |

| Balances at September 28, 2018 | | | $ | 142,218 | | | | | $ | 2,708,839 | | | | | $ | 3,809,991 | | | | | $ | (806,703) | | | | | $ | 5,854,345 | | | | | $ | 90,009 | | | | | $ | 5,944,354 | |

| Net earnings | | | — | | | | | | — | | | | | | 847,979 | | | | | | — | | | | | | 847,979 | | | | | | 25,240 | | | | | | 873,219 | | |

| Disposition of ECR business, net of deferred taxes $5,402 | | | — | | | | | | — | | | | | | — | | | | | | 112,764 | | | | | | 112,764 | | | | | | (45,727) | | | | | | 67,037 | | |

| Adoption of ASC 606, net of deferred taxes $(10,825) | | | — | | | | | | — | | | | | | (37,209) | | | | | | — | | | | | | (37,209) | | | | | | — | | | | | | (37,209) | | |

| Foreign currency translation adjustments | | | — | | | | | | — | | | | | | — | | | | | | (84,456) | | | | | | (84,456) | | | | | | — | | | | | | (84,456) | | |

| Noncontrolling interest acquired / consolidated | | | — | | | | | | (1,113) | | | | | | — | | | | | | — | | | | | | (1,113) | | | | | | — | | | | | | (1,113) | | |

| Dividends | | | — | | | | | | — | | | | | | (92,980) | | | | | | — | | | | | | (92,980) | | | | | | — | | | | | | (92,980) | | |

| Repurchases of equity securities | | | (11,020) | | | | | | (260,912) | | | | | | (581,744) | | | | | | — | | | | | | (853,676) | | | | | | — | | | | | | (853,676) | | |

| Loss on disposal of other businesses and investments | | | — | | | | | | — | | | | | | 9,608 | | |

| Cash dividends, including to noncontrolling interests | | | (155,972) | | | | | | (143,962) | | | | | | (106,396) | | |

| | | | For the Years Ended | | | | | | | | | | | | | | |

Effective the beginning of fiscal first quarter 2020, the Company adopted ASU 2016-02, Leases ("ASC 842"), including the subsequent ASU's that amended and clarified the related guidance.

The Company adopted ASC 842 using a modified retrospective approach, and accordingly the new guidance was applied to leases that existed or were entered into after the first day of adoption without adjusting the comparative periods presented.

Please refer to Note 10- *Leases* for a discussion of our updated policies and disclosures related to leases.

Effective the beginning of fiscal first quarter 2019, the Company adopted ASC Topic 606, *Revenue from Contracts with Customers*, including the subsequent ASUs that amended and clarified the related guidance.

The Company adopted ASC Topic 606 using the modified retrospective method, and accordingly the new guidance was applied retrospectively to contracts that were not completed or substantially completed as of September 29, 2018 (the date of initial application).

Please refer to Note 3- *Revenue Accounting for Contracts*.

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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.

On June 12, 2019, Jacobs completed the acquisition of The KeyW Holding Corporation (“KeyW”), a U.S.-based national security solutions provider to the intelligence, cyber, and counter terrorism communities, by acquiring 100% of the outstanding shares of KeyW common stock.

The Company paid total consideration of $902.6 million, which was comprised of approximately $604.2 million in cash to the former stockholders and certain equity award holders of KeyW and the assumption of KeyW’s debt of approximately $298.4 million.

The Company repaid all of the assumed KeyW debt by the end of the fourth fiscal quarter of 2019.

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

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