Jacobs Solutions (J) 10-K risk factor changes: FY2023 vs FY2022

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

The risks described below highlight some of the factors that have affected and could affect us in the future.

We may also be affected by unknown risks or risks that we currently think are immaterial.

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

Summary Risk Factors

The following is a summary of some of the risks and uncertainties that could materially adversely affect our business, financial condition and results of operations.

You should read this summary together with the more detailed description of each risk factor contained below.

Risks Related to Our Operations

- We engage in a highly competitive business.

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

- Our results of operations depend on the award of new contracts and the timing of the award of these contracts and economic conditions.

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

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

- Project sites are inherently dangerous workplaces.

Failure to maintain safe work sites exposes us to significant financial losses and reputational harm, as well as civil and criminal liabilities.

- The nature of our contracts, particularly any fixed-price contracts, subjects us to risks of cost overruns.

We may experience losses if costs increase above budgets or estimates or the project experiences delays.

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

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

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- Contracts with the U.S. federal government and other governments and their agencies pose additional risks compared to contracts with private sector clients.

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

- The outcome of pending and future claims and litigation could have a material adverse impact on our business, financial condition, and results of operations and damage our reputation.

- 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.

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

- 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.

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

- Our actual results could differ from the estimates and assumptions used to prepare our financial statements.

- Our benefit plan expenses and obligations may fluctuate depending on various factors, including inflation, changes in levels of interest rates, and pension plan asset performance.

- Our businesses could be materially and adversely affected by events outside of our control.

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

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

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

- 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.

Risks Related to International Operations

- Our international operations are exposed to additional risks and uncertainties, including unfavorable political developments and weak foreign economies.

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

- Our global presence could give rise to material fluctuations in our income tax rates.

Risks Related to Acquisitions, Investments, Joint Ventures and Divestitures

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

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”).

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

The expected rates of return on plan assets ranged from [removed: 2%] [added: 3.3%] to [removed: 7%] [added: 7.5%] for fiscal [removed: 2022] [added: 2023] and range from [removed: 3.3%] [added: 5.3%] to [removed: 7.5%] [added: 7.6% for] fiscal [removed: 2023.][added: 2024.]

We believe the range of rates selected for fiscal [removed: 2023] [added: 2024] 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 2.4% to 7.4% in fiscal [removed: 2022] [added: 2023] and range from [removed: 2.4%] [added: 3.8%] to [removed: 7.4%] [added: 6.9%] in fiscal [removed: 2023.][added: 2024.]

For example, if the discount rate used to value the net pension benefit obligation (“PBO”) at September [removed: 30, 2022] [added: 29, 2023] was lower or higher by 1.0%, the PBO would have been higher or lower, respectively, at that date by approximately [removed: $156.8] [added: $139.9] million for non-U.S. plans, and by approximately [removed: $23.7] [added: $19.8] million for U.S. plans.

If the expected return on plan assets was lower or higher by 1.0%, the net periodic pension cost for fiscal [removed: 2022] [added: 2023] would be higher or lower, respectively, by approximately [removed: $21.2] [added: $12.4] million for non-U.S. plans, and by approximately [removed: $3.4 million for U.S. plans.][added: $3.2]

In connection with the PA Consulting [removed: investment,] [added: investment in March 2021,] the Company recorded redeemable noncontrolling interests, representing the interest holders' [added: initial] 35% equity interest in the form of preferred and common shares of PA Consulting.

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

Our insurance programs have varying coverage limits depending upon the type of [removed: insurance,] [added: insurance] and include certain conditions and exclusions which insurance companies may raise in response to any claim that the Company brings.

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

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 [removed: acquisition date.]

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

For the Fiscal Years Ended September [added: 29, 2023, September] 30, [removed: 2022, October 1, 2021] [added: 2022] and October [removed: 2, 2020][added: 1, 2021]

| | | | September [removed: 30, 2022] [added: 29, 2023] | | | | | | [removed: October 1, 2021] [added: September 30, 2022] | | | | | | October [removed: 2, 2020] [added: 1, 2021] | | |

| Revenues | | | $ | [removed: 14,922,825] [added: 16,352,414] | | | | | $ | [removed: 14,092,632] [added: 14,922,825] | | | | | $ | [removed: 13,566,975] [added: 14,092,632] | |

| Direct cost of contracts | | | [removed: (11,595,785)] [added: (12,879,099)] | | | | | | [removed: (11,048,860)] [added: (11,595,785)] | | | | | | [removed: (10,980,307)] [added: (11,048,860)] | | |

| Gross profit | | | [removed: 3,327,040] [added: 3,473,315] | | | | | | [removed: 3,043,772] [added: 3,327,040] | | | | | | [removed: 2,586,668] [added: 3,043,772] | | |

| Selling, general and administrative expenses | | | [removed: (2,409,190)] [added: (2,398,078)] | | | | | | [removed: (2,355,683)] [added: (2,409,190)] | | | | | | [removed: (2,050,695)] [added: (2,355,683)] | | |

| Operating Profit | | | [removed: 917,850] [added: 1,075,237] | | | | | | [removed: 688,089] [added: 917,850] | | | | | | [removed: 535,973] [added: 688,089] | | |

| Interest income | | | [removed: 4,489] [added: 26,013] | | | | | | [removed: 3,503] [added: 4,489] | | | | | | [removed: 4,729] [added: 3,503] | | |

| Interest expense | | | [removed: (100,246)] [added: (168,108)] | | | | | | [removed: (72,714)] [added: (100,246)] | | | | | | [removed: (62,206)] [added: (72,714)] | | |

| Miscellaneous [removed: income (expense),] [added: (expense) income,] net | | | [removed: 54,254] [added: (16,463)] | | | | | | [removed: 76,724] [added: 54,254] | | | | | | [removed: (37,293)] [added: 76,724] | | |

| Total other (expense) income, net | | | [removed: (41,503)] [added: (158,558)] | | | | | | [removed: 7,513] [added: (41,503)] | | | | | | [removed: (94,770)] [added: 7,513] | | |

| Earnings from Continuing Operations Before Taxes | | | [removed: 876,347] [added: 916,679] | | | | | | [removed: 695,602] [added: 876,347] | | | | | | [removed: 441,203] [added: 695,602] | | |

| Income Tax Expense for Continuing Operations | | | [removed: (160,903)] [added: (196,181)] | | | | | | [removed: (274,781)] [added: (160,903)] | | | | | | [removed: (55,320)] [added: (274,781)] | | |

| Net Earnings of the Group from Continuing Operations | | | [removed: 715,444] [added: 720,498] | | | | | | [removed: 420,821] [added: 715,444] | | | | | | [removed: 385,883] [added: 420,821] | | |

| Net (Loss) Earnings of the Group from Discontinued Operations | | | [removed: (32)] [added: (842)] | | | | | | [removed: 10,008] [added: (32)] | | | | | | [removed: 137,984] [added: 10,008] | | |

| Net Earnings of the Group | | | [removed: 715,412] [added: 719,656] | | | | | | [removed: 430,829] [added: 715,412] | | | | | | [removed: 523,867] [added: 430,829] | | |

| Net Earnings Attributable to Noncontrolling Interests from Continuing Operations | | | [removed: (36,788)] [added: (32,265)] | | | | | | [removed: (39,213)] [added: (36,788)] | | | | | | [removed: (32,022)] [added: (39,213)] | | |

| Net (Earnings) Loss Attributable to Redeemable Noncontrolling Interests | | | [removed: (34,585)] [added: (21,614)] | | | | | | [removed: 85,414] [added: (34,585)] | | | | | | [removed: —] [added: 85,414] | | |

| Net Earnings Attributable to Jacobs from Continuing Operations | | | [removed: 644,071] [added: 666,619] | | | | | | [removed: 467,022] [added: 644,071] | | | | | | [removed: 353,861] [added: 467,022] | | |

| Net Earnings Attributable to Jacobs | | | $ | [removed: 644,039] [added: 665,777] | | | | | $ | [removed: 477,030] [added: 644,039] | | | | | $ | [removed: 491,845] [added: 477,030] | |

| Basic Net Earnings from Continuing Operations Per Share | | | $ | [removed: 5.01] [added: 5.33] | | | | | $ | [removed: 3.15] [added: 5.01] | | | | | $ | [removed: 2.69] [added: 3.15] | |

| Basic Net [added: (Loss)] Earnings from Discontinued Operations Per Share | | | $ | [removed: —] [added: (0.01)] | | | | | $ | [removed: 0.08] [added: —] | | | | | $ | [removed: 1.05] [added: 0.08] | |

| Basic Earnings Per Share | | | $ | [removed: 5.01] [added: 5.32] | | | | | $ | [removed: 3.22] [added: 5.01] | | | | | $ | [removed: 3.74] [added: 3.22] | |

| Diluted Net Earnings from Continuing Operations Per Share | | | $ | [removed: 4.98] [added: 5.31] | | | | | $ | [removed: 3.12] [added: 4.98] | | | | | $ | [removed: 2.67] [added: 3.12] | |

| Diluted Net [added: (Loss)] Earnings from Discontinued Operations Per Share | | | $ | [removed: —] [added: (0.01)] | | | | | $ | [removed: 0.08] [added: —] | | | | | $ | [removed: 1.04] [added: 0.08] | |

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highlight and describe those accounting policies that are especially critical to the preparation of our consolidated financial statements.

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million for U.S. plans.

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acquisition date.

For the 2023 fiscal year, in connection with the separation activities of the CMS business and part of our DVS business, we performed a quantitative impairment test of the CMS and DVS reporting units and determined that the fair value of these reporting units exceeded their respective carrying value.

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2023 Overview

These favorable operating profit impacts were partly offset by fiscal 2023 Restructuring and other charges and transaction costs relating to expenses incurred in conjunction with the CMS separation activities, real estate transformation rescaling initiatives and the PA Consulting restructuring program charges (primarily employee separation costs), which are discussed in Note 16- *Restructuring and Other Charges.* Fiscal 2022 was impacted by the final $91.3 million settlement of a legacy litigation matter involving a subsidiary of CH2M (the "Legacy CH2M Matter"), net of previously recorded reserves, which is further discussed in Note 17- *Commitments and Contingencies and Derivative Financial Instruments*.

Additionally, the 2023 year-to-date period was impacted by approximately $15.0 million in net favorable impacts from cost reductions associated mainly with first quarter 2023 changes in employee benefit programs, which were partly offset by higher spend in company technology platforms and other personnel and corporate cost increases.

Other expense, net was unfavorable by $117.1 million for the current year compared to corresponding fiscal 2022 amounts, due mainly to higher interest expense of $67.9 million in the current year compared to the prior year due to higher interest rates.

Additionally, miscellaneous (expense) income was impacted year over year by an increase in pension costs associated with higher interest rate impacts in the current year along with comparatively unfavorable foreign exchange gains and losses in the current year.

Also, fiscal 2022 included a $13.9 million pre-tax gain related to a cost method investment sold during the period and a $7.1 million gain related to a lease termination.

Income taxes were higher in the current year by $35.3 million due primarily to reduced total tax benefits in fiscal 2023, consisting of $39.4 million mostly related to uncertain tax positions in the U.S. that were effectively settled, as well as $13.0 million for the release of previously valued foreign tax credits, as compared to prior year favorable impacts 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, $26.0 million for a change in judgment on the realizability of domestic deferred tax assets which are capital in nature, and $9.1 million due to the reversal of a withholding tax accrual on certain intercompany loans.

In addition, in fiscal 2023, the higher year-over-year pre-tax book income resulted in an additional $10.0 million of tax expense.

Finally, year-over-year net earnings impacts associated with redeemable noncontrolling interests were lower by $(13.0) million and were attributable mainly to lower after-tax earnings results in our PA Consulting investment compared to the prior year which were impacted in fiscal 2023 by the PA severance charges discussed above.

Fiscal 2023 Compared to Fiscal 2022

The increase in revenues was due mainly to improved performance of our P&PS and CMS businesses and in addition, to a smaller degree, other increases in our DVS and PA Consulting businesses.

The P&PS business benefited primarily from stronger performance in its Advanced Facilities and U.S. business operations, while our CMS business showed improved performance resulting from increased spending in our U.S. government business sector, which was primarily attributable to fiscal 2022 contract awards for the U.S. Department of Energy, as well as growth from contracts in the United Kingdom.

The current year gross profit was affected by net favorable impacts from cost reductions associated mainly with first quarter 2023 changes in employee benefit programs, which were partly offset by higher spend

in company technology platforms and other personnel and corporate cost increases, as mentioned above, and unfavorable foreign currency translation impacts.

Our gross profit margins were 21.2% and 22.3% for the years ended September 29, 2023 and September 30, 2022, respectively.

Project mix impacts in our portfolios, higher personnel costs and lower utilization trends primarily in the PA Consulting business impacted our current year margins, partly offset by new program startups won in fiscal 2023.

Selling, general & administrative expenses for the year ended September 29, 2023 were $2.40 billion, a decrease of $11.1 million, or 0.5%, from $2.41 billion for the prior year.

The current year's results were impacted by Restructuring and other charges of $63.4 million in separation activities (mainly professional services and employee separation costs) relating to the CMS separation transaction, approximately $14.3 million in costs associated with the Company's restructuring initiatives relating to its investment in PA Consulting (primarily employee separation costs) and $50.7 million in costs associated with the Company's transformation initiatives relating to real estate (compared to $78.3 million for fiscal 2022).

The current year results were also impacted by higher investments in company technology platforms, offset in part by decreases in real estate related costs, as well as other department spend decreases due in part to the Company's transformation initiatives.

Lastly, SG&A expenses benefited from favorable foreign exchange impacts of $42.5 million for the year ended September 29, 2023 as compared to favorable impacts of $76.4 million for fiscal 2022.

The increase in net interest expense year over year is primarily due to higher interest rates in the current year compared to the prior year periods.

The increase was offset in part by $6.3 million net interest benefit during the current year period related to the release of interest accruals associated with the effective settlement of uncertain tax positions.

Miscellaneous (expense) income, net for the year ended September 29, 2023 was expense of $16.5 million, unfavorable by $70.7 million as compared to $54.3 million in income for the prior year.

The increase in expense from fiscal 2022 was due primarily to an increase in pension costs associated with higher interest rate impacts in the current year along with comparatively unfavorable foreign exchange gains and losses in the current year periods.

Also, fiscal 2022 included a $13.9 million pre-tax gain related to a cost method investment sold during the period and a $7.1 million gain related to a lease termination.

See Segment Financial Information discussion for further information on the Company’s results of operations at the operating segment level.

(dollars in thousands):

The Company’s consolidated effective income tax rate for the year ended September 29, 2023 increased to 21.4% from 18.4% for fiscal 2022.

The year-over-year increase in the effective tax rate is due to reduced total tax benefits in fiscal 2023, consisting of $39.4 million mostly related to uncertain tax positions in the U.S. that were effectively settled, as well as $13.0 million for the release of previously valued foreign tax credits, as compared to prior year favorable impacts 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, $26.0 million for a change in judgment on the realizability of domestic deferred tax assets which are capital in nature, and $9.1 million due to the reversal of a withholding tax accrual on certain intercompany loans.

In addition, in fiscal 2023, the higher year-over-year pre-tax book income resulted in an additional $10 million of tax expense.

During fiscal 2023, the Company implemented restructuring initiatives relating to the formation of the reporting and operating segment, Divergent Solutions, which were substantially completed this year.

The Company incurred approximately $7.5 million in pre-tax cash charges in connection with these initiatives during the year ended September 29, 2023.

2022 Overview

Other income (expense), net was unfavorable $(49.0) million for the current year compared to corresponding fiscal 2021 amounts, due mainly to pre-tax fair value gains associated with our former investments in Worley stock (net of Worley stock dividend and related foreign exchange items) which was sold in the fourth quarter of fiscal 2021, and C3 (as defined in Note 8- *Joint ventures, VIEs and other investments)* of $34.7 million and $49.6 million, respectively, as well as higher interest expense of $27.5 million in the current year compared to the prior year due to higher outstanding levels of debt outstanding and higher interest rates.

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.

For discussion of discontinued operations, see Note 17 - *Sale of Energy, Chemicals and Resources ("ECR") Business*.

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.

In general, pass through costs are more significant on projects that have a higher content of field services activities.

Pass through costs are generally incurred at specific points during the life cycle of a project and are highly dependent on the needs of our individual clients and the nature of the clients’ projects.

However, because we have hundreds of projects that start at various times within a fiscal year, the effect of pass through costs on the level of direct costs of contracts can vary between fiscal years without there being a fundamental or significant change to the underlying business.

| Critical Mission Solutions | | | $ | 5,233,629 | | | | | $ | 5,087,052 | | | | | $ | 4,965,952 | |

| People & Places Solutions | | | 8,569,900 | | | | | | 8,378,179 | | | | | | 8,601,023 | | |

| Critical Mission Solutions | | | $ | 424,385 | | | | | $ | 447,161 | | | | | $ | 372,070 | |

| People & Places Solutions (1) | | | 823,564 | | | | | | 780,380 | | | | | | 740,707 | | |

The revenues of the People & Places Solutions LOB are more affected by pass through revenues than the Critical Mission Solutions LOB or the PA Consulting segment.

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.

| Revenue | | | $ | 5,233,629 | | | | | $ | 5,087,052 | | | | | $ | 4,965,952 | |

| Operating Profit | | | $ | 424,385 | | | | | $ | 447,161 | | | | | $ | 372,070 | |

Critical Mission Solutions (CMS) segment revenues for the year ended September 30, 2022 were $5.23 billion, up $146.6 million, or 2.9%, from $5.09 billion for the prior year.

The year-over-year decrease in operating profit was unfavorably impacted by the larger contract wind downs mentioned above, which carried higher profit margins.

This is partly offset by new business and U.S. government contract awards during fiscal year 2022.

Impacts on operating profit from unfavorable foreign currency translation were approximately $8.4 million for the year ended September 30, 2022, compared to $9.7 million in favorable impacts in the corresponding prior year.

| Revenue | | | $ | 8,569,900 | | | | | $ | 8,378,179 | | | | | $ | 8,601,023 | |

| Operating Profit | | | $ | 823,564 | | | | | $ | 780,380 | | | | | $ | 740,707 | |

Revenues for the People & Places Solutions (P&PS) segment for the year ended September 30, 2022 were $8.57 billion, up $191.7 million, or 2.3%, from $8.38 billion for the prior year.

The increase in revenues from fiscal 2021 was primarily due to higher fee-based revenue from our advanced facilities and international businesses offset in part by lower pass through revenues across the business as compared to the prior year corresponding period.

Foreign currency translation had an unfavorable impact of $195.0 million on our international business for the year ended September 30, 2022, compared to $176.8 million in favorable impacts in the corresponding prior year.

Operating profit for the segment for the year ended September 30, 2022 was $823.6 million, an increase of $43.2 million, or 5.5%, from $780.4 million for the comparative period in fiscal 2021.

The year-over-year increase was driven by the revenue growth mentioned above but partially offset by higher personnel costs associated with investments in advance of expected growth anticipated in 2023.

In addition, fiscal 2021 operating profit was impacted by $19.5 million in net charges related to a legal settlement.

Impacts on operating profit from unfavorable foreign currency translation were approximately $33.9 million for the year ended September 30, 2022, compared to $30.9 million in favorable impacts in the corresponding prior year.

Revenues for the PA Consulting segment for the year ended September 30, 2022 were $1.12 billion, up $491.9 million, or 78.4%, from $627.4 million for the prior year.

For discussion regarding Restructuring and other charges, see Note 17- *Restructuring and Other Charges* to the Consolidated Financial Statements.

We include in backlog the total dollar amount of revenues we expect to record in the future as a result of performing work under contracts that have been awarded to us.

Our policy with respect to Operations & Maintenance ("O&M") contracts, however, is to include in backlog the amount of revenues we expect to receive for one succeeding year, regardless of the remaining life of the contract.

For national government programs (other than national government O&M contracts, which are subject to the same policy applicable to all other O&M contracts), our policy is to include in backlog the full contract award, whether funded or unfunded, excluding option periods.

| Critical Mission Solutions | | | $ | 10,561 | | | | | $ | 10,589 | | | | | $ | 9,104 | |

| People & Places Solutions | | | 17,032 | | | | | | 15,738 | | | | | | 14,714 | | |

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

As of September [removed: 30, 2022,] [added: 29, 2023,] we had an aggregate of [removed: $2.9] [added: $1.78] billion in outstanding borrowings under our Revolving Credit Facility and Term Loan Facilities.

Depending on the Company’s Consolidated Leverage Ratio, borrowings [added: denominated in U.S. dollars] under the Revolving Credit Facility and the Term Loan Facilities bear interest at a [removed: Eurocurrency] [added: SOFR] rate plus a margin of between [removed: 0.875%] [added: 0.975%] and [removed: 1.625%] [added: 1.725%] or a base rate plus a margin of between 0% and [removed: 0.625%.][added: 0.625% including applicable margins while borrowings denominated in British pounds under these respective facilities bear interest at an adjusted SONIA rate plus a margin of between 0.908% and 1.6580%.]

However, as discussed in Note [removed: 18-] [added: 17 -] *Commitments and Contingencies and Derivative Financial Instrument*s, we have [removed: entered into] swap agreements with an aggregate notional value of [removed: $876.2] [added: $769.1] million [added: in place] to convert the variable rate interest-based liabilities associated with a corresponding amount of our debt into fixed interest rate liabilities, leaving [removed: $2.0] [added: $1.01] billion in principal amount subject to variable interest rate risk.

Additionally, during fiscal 2022, we entered into two treasury lock arrangements with an aggregate notional value of $500.0 [removed: million as of September 30, 2022,] [added: million,] which [removed: is discussed in further detail] [added: were settled] in [removed: Note 18- *Commitments and Contingencies and Derivative Financial Instrument*s.][added: second quarter fiscal 2023.]

For the year ended September [removed: 30, 2022,] [added: 29, 2023,] our weighted average floating rate borrowings that are subject to floating rate exposure were approximately [removed: $2.3] [added: $2.2] billion.

If floating interest rates had increased by 1.00%, our interest expense for the year ended September [removed: 30, 2022] [added: 29, 2023] would have increased by approximately [removed: $22.6] [added: $22.4] million.

The Company has [removed: $298.2] [added: $857.7] million in notional value of exchange rate sensitive instruments at September [removed: 30, 2022.][added: 29, 2023.]

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

Additionally, our Revolving Credit Facility, Term Loan Facilities and 5.90% Bonds due 2033 have interest rates subject to potential increases relating to certain ESG metrics as stipulated in the related agreements and as discussed in Note 9 - *Borrowings*.

These are discussed in further detail in Note 17 - *Commitments and Contingencies and Derivative Financial Instrument*s.

Additionally, if our consolidated leverage ratio exceeds a certain amount, the interest on the Senior Notes may increase by 75 basis points.

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[removed: See Note 13- *Pension] [added: For additional information regarding our segments, including information about our financial results by segment] and [removed: Other Postretirement Benefit Plans* in the] [added: financial results by geography, see Note 19 - *Segment Information* of] Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form [removed: 10-K for additional disclosure.][added: 10-K.]

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Creating a More Connected, Sustainable World

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

Leveraging a talent force of approximately 60,000, Jacobs provides a full spectrum of professional services including consulting, technical, engineering, scientific and project delivery for the government and private sector.

Over the last seven years, Jacobs has been on a transformation journey, starting with a re-emphasis on business excellence, our culture and brand, and evolving our portfolio to create an inclusive, technology-forward company producing the critical solutions of tomorrow.

This transformation included acquiring a 65% stake in PA Consulting Group Limited ("PA Consulting") in fiscal 2021.

Acquisitions of Buffalo Group, BlackLynx and StreetLight further positioned us as a leader in high-value government services and technology-enabled solutions.

Our brand promise: "Challenging today.

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

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

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

Boldly Moving Forward

In March 2022, Jacobs launched a three-year strategy that builds on our success over the preceding three years and takes advantage of a new lens crafted from the incredible pace of change in the world and in our markets.

We’re now focused on broadening our leadership in high growth sectors aligned with long-term secular trends, such as infrastructure renewal and investment, and the global transition to more sustainable ways of living.

Our strategy is driven by our purpose and values and reflects our vision of becoming a company like no other.

An extensive evaluation of global trends, capabilities and markets to understand the largest opportunities, projected spend and growth rates identified three growth accelerators: Climate Response, Consulting & Advisory and Data Solutions, which cut across our entire organization and markets creating connections among global market trends, the solutions we deliver and our company purpose.

Our three growth accelerators are delivering significant value for our clients, positioning Jacobs for high-margin growth while advancing sustainability and social value in the communities where we serve.

We know we have a pivotal role to play across the entire Climate Response value chain – focusing on end-to-end solutions in energy transition, decarbonization, adaptation and resilience, and regenerative and nature-based climate solutions.

Today our clients are facing a rapidly changing world - navigating multifaceted challenges such as the increasing pace of technological change, budget and supply chain limitations, global climate change events and complex geopolitical conditions.

Through our Consulting & Advisory capabilities, we deepen our involvement with our clients to help them conceptualize, shape and realize their future.

We also harness our Data Solutions, providing data and digital capabilities,

products and tools to help our clients operate more efficiently in a safe environment and capitalize on their data more than ever before.

We're empowering innovation and ingenuity to unlock better outcomes.


We believe our deep global knowledge in our core sectors, applied together with the latest advances in technology, are why customers large and small choose to partner with Jacobs.

In fiscal 2022, we operated in two lines of business (LOBs): Critical Mission Solutions and People & Places Solutions, and a third business segment as a result of our majority investment in PA Consulting.

As part of our strategy, starting in fiscal 2023 Jacobs formed a new enabling platform, Divergent Solutions (DVS), which serves as the core foundation for developing and delivering innovative, next-generation cloud, cyber, data and digital technologies - further strengthening our ability to drive value for our clients.

Jacobs holds leading positions across our sectors in the Engineering News Record (ENR)'s rankings for Advanced Manufacturing, Cities & Places, Energy & Environment, Health & Life Sciences and Infrastructure.

In fiscal 2023, we ranked № 1 on ENR's list of Top 500 design firms for the sixth consecutive year, № 1 on ENR's Top 50 Program Management Firms for the third consecutive year, and № 1 on ENR's Top 20 Firms in Combined Design and CM-PM Professional Services Revenue.

In the fourth quarter of fiscal 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. is now more closely aligning 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.

Challenging today.

Reinventing tomorrow

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

- We do things right.

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

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

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

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

- We aim higher. We do not settle — always looking beyond to raise the bar and deliver with excellence.

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

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

The risks described below highlight some of the factors that have affected and could affect us in the future.

We may also be affected by unknown risks or risks that we currently think are immaterial.

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

Summary Risk Factors

The following is a summary of some of the risks and uncertainties that could materially adversely affect our business, financial condition and results of operations.

You should read this summary together with the more detailed description of each risk factor contained below.

Risks Related to Our Operations

- We engage in a highly competitive business.

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

- Our results of operations depend on the award of new contracts and the timing of the award of these contracts and economic conditions.

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.

- Project sites are inherently dangerous workplaces.

Failure to maintain safe work sites exposes us to significant financial losses and reputational harm, as well as civil and criminal liabilities.

- The nature of our contracts, particularly any fixed-price contracts, subjects us to risks of cost overruns.

We may experience losses if costs increase above budgets or estimates or the project experiences delays.

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

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

- Contracts with the U.S. federal government and other governments and their agencies pose additional risks compared to contracts with private sector clients.

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

- The outcome of pending and future claims and litigation could have a material adverse impact on our business, financial condition, and results of operations and damage our reputation.

- 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.

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

- 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.

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

- Our actual results could differ from the estimates and assumptions used to prepare our financial statements.

- We may 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 or funding obligations.

- Our businesses could be materially and adversely affected by events outside of our control.

- 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.

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

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

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

Risks Related to International Operations

- Our international operations are exposed to additional risks and uncertainties, including unfavorable political developments and weak foreign economies.

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

- Our global presence could give rise to material fluctuations in our income tax rates.

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.

The information required by this Item 3 is included in Note [removed: 19-] [added: 18-] *Contractual Guarantees, Litigation, Investigations and Insurance* of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K and is incorporated herein by reference.

For the fiscal year ended September [removed: 30, 2022][added: 29, 2023]

| 1999 Bryan Street | | | Suite [removed: 1200] [added: 3500] | | | Dallas | | | Texas | | | 75201 | | |

Indicate by [removed: check-mark] [added: check mark] if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: ☒ Yes ☐ No

Indicate by [removed: check-mark] [added: check mark] if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Indicate by [removed: check-mark] [added: check mark] whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by [removed: check-mark] [added: check mark] whether the Registrant: has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Indicate by [removed: check-mark] [added: check mark] whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Indicate by [removed: check-mark] [added: check mark] whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act) ☐ Yes ☒ No

There were [removed: 126,332,274] [added: 126,024,433] shares of common stock outstanding as of November [removed: 11, 2022.][added: 10, 2023.]

The aggregate market value of the Registrant’s common equity held by non-affiliates was approximately [removed: $17.8] [added: $14.6] billion as of [removed: April 1, 2022,] [added: March 31, 2023,] 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: 2023] [added: 2024] annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Fiscal [removed: 2022] [added: 2023] Annual Report on Form 10-K

| | | | | | | Item 1. | | | | | | [removed: [Business](#i3721b4131a2140e395b10845c59ee64e_13)] [added: [Business](#i48f404f28f6f4485bd5ff60d59aab63d_13)] | | | | | | Page [removed: [3](#i3721b4131a2140e395b10845c59ee64e_13)] [added: [4](#i48f404f28f6f4485bd5ff60d59aab63d_13)] | | |

| | | | | | | Item 1A. | | | | | | [Risk [removed: Factors](#i3721b4131a2140e395b10845c59ee64e_16)] [added: Factors](#i48f404f28f6f4485bd5ff60d59aab63d_16)] | | | | | | Page [removed: [22](#i3721b4131a2140e395b10845c59ee64e_16)] [added: [21](#i48f404f28f6f4485bd5ff60d59aab63d_16)] | | |

| | | | | | | Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i3721b4131a2140e395b10845c59ee64e_19)] [added: Comments](#i48f404f28f6f4485bd5ff60d59aab63d_19)] | | | | | | Page [removed: [48](#i3721b4131a2140e395b10845c59ee64e_19)] [added: [46](#i48f404f28f6f4485bd5ff60d59aab63d_19)] | | |

| | | | | | | Item 2. | | | | | | [removed: [Properties](#i3721b4131a2140e395b10845c59ee64e_22)] [added: [Properties](#i48f404f28f6f4485bd5ff60d59aab63d_22)] | | | | | | Page [removed: [48](#i3721b4131a2140e395b10845c59ee64e_22)] [added: [46](#i48f404f28f6f4485bd5ff60d59aab63d_22)] | | |

| | | | | | | Item 3. | | | | | | [Legal [removed: Proceedings](#i3721b4131a2140e395b10845c59ee64e_25)] [added: Proceedings](#i48f404f28f6f4485bd5ff60d59aab63d_25)] | | | | | | Page [removed: [49](#i3721b4131a2140e395b10845c59ee64e_25)] [added: [46](#i48f404f28f6f4485bd5ff60d59aab63d_25)] | | |

| | | | | | | Item 4. | | | | | | [Mine Safety [removed: Disclosure](#i3721b4131a2140e395b10845c59ee64e_28)] [added: Disclosure](#i48f404f28f6f4485bd5ff60d59aab63d_28)] | | | | | | Page [removed: [49](#i3721b4131a2140e395b10845c59ee64e_28)] [added: [46](#i48f404f28f6f4485bd5ff60d59aab63d_28)] | | |

| | | | | | | Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i3721b4131a2140e395b10845c59ee64e_34)] [added: Securities](#i48f404f28f6f4485bd5ff60d59aab63d_34)] | | | | | | Page [removed: [50](#i3721b4131a2140e395b10845c59ee64e_34)] [added: [47](#i48f404f28f6f4485bd5ff60d59aab63d_34)] | | |

| | | | | | | Item 6. | | | | | | [Selected Financial [removed: Data](#i3721b4131a2140e395b10845c59ee64e_37)] [added: Data](#i48f404f28f6f4485bd5ff60d59aab63d_37)] | | | | | | Page [removed: [52](#i3721b4131a2140e395b10845c59ee64e_37)] [added: [48](#i48f404f28f6f4485bd5ff60d59aab63d_37)] | | |

| | | | | | | Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3721b4131a2140e395b10845c59ee64e_40)] [added: Operations](#i48f404f28f6f4485bd5ff60d59aab63d_40)] | | | | | | Page [removed: [52](#i3721b4131a2140e395b10845c59ee64e_40)] [added: [48](#i48f404f28f6f4485bd5ff60d59aab63d_40)] | | |

| | | | | | | Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i3721b4131a2140e395b10845c59ee64e_67)] [added: Risk](#i48f404f28f6f4485bd5ff60d59aab63d_67)] | | | | | | Page [removed: [66](#i3721b4131a2140e395b10845c59ee64e_67)] [added: [66](#i48f404f28f6f4485bd5ff60d59aab63d_67)] | | |

| | | | | | | Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i3721b4131a2140e395b10845c59ee64e_70)] [added: Data](#i48f404f28f6f4485bd5ff60d59aab63d_70)] | | | | | | Page [removed: [66](#i3721b4131a2140e395b10845c59ee64e_70)] [added: [66](#i48f404f28f6f4485bd5ff60d59aab63d_70)] | | |

| | | | | | | Item 9. | | | | | | [Changes in and Disagreements With Accountants On Accounting and Financial [removed: Disclosure](#i3721b4131a2140e395b10845c59ee64e_73)] [added: Disclosure](#i48f404f28f6f4485bd5ff60d59aab63d_73)] | | | | | | Page [removed: [66](#i3721b4131a2140e395b10845c59ee64e_73)] [added: [66](#i48f404f28f6f4485bd5ff60d59aab63d_73)] | | |

| | | | | | | Item 9A. | | | | | | [Controls and [removed: Procedures](#i3721b4131a2140e395b10845c59ee64e_76)] [added: Procedures](#i48f404f28f6f4485bd5ff60d59aab63d_76)] | | | | | | Page [removed: [66](#i3721b4131a2140e395b10845c59ee64e_76)] [added: [66](#i48f404f28f6f4485bd5ff60d59aab63d_76)] | | |

| | | | | | | Item 9B. | | | | | | [Other [removed: Information](#i3721b4131a2140e395b10845c59ee64e_79)] [added: Information](#i48f404f28f6f4485bd5ff60d59aab63d_79)] | | | | | | Page [removed: [67](#i3721b4131a2140e395b10845c59ee64e_79)] [added: [67](#i48f404f28f6f4485bd5ff60d59aab63d_79)] | | |

| [Part [removed: III](#i3721b4131a2140e395b10845c59ee64e_82)] [added: III](#i48f404f28f6f4485bd5ff60d59aab63d_82)] | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i3721b4131a2140e395b10845c59ee64e_85)] [added: Governance](#i48f404f28f6f4485bd5ff60d59aab63d_85)] | | | | | | Page [removed: [68](#i3721b4131a2140e395b10845c59ee64e_85)] [added: [69](#i48f404f28f6f4485bd5ff60d59aab63d_85)] | | |

| | | | | | | Item 11. | | | | | | [Executive [removed: Compensation](#i3721b4131a2140e395b10845c59ee64e_88)] [added: Compensation](#i48f404f28f6f4485bd5ff60d59aab63d_88)] | | | | | | Page [removed: [68](#i3721b4131a2140e395b10845c59ee64e_88)] [added: [69](#i48f404f28f6f4485bd5ff60d59aab63d_88)] | | |

| | | | | | | Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i3721b4131a2140e395b10845c59ee64e_91)] [added: Matters](#i48f404f28f6f4485bd5ff60d59aab63d_91)] | | | | | | Page [removed: [68](#i3721b4131a2140e395b10845c59ee64e_91)] [added: [69](#i48f404f28f6f4485bd5ff60d59aab63d_91)] | | |

| | | | | | | Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i3721b4131a2140e395b10845c59ee64e_94)] [added: Independence](#i48f404f28f6f4485bd5ff60d59aab63d_94)] | | | | | | Page [removed: [68](#i3721b4131a2140e395b10845c59ee64e_94)] [added: [69](#i48f404f28f6f4485bd5ff60d59aab63d_94)] | | |

| | | | | | | Item 14. | | | | | | [Principal Accounting Fees and [removed: Services](#i3721b4131a2140e395b10845c59ee64e_97)] [added: Services](#i48f404f28f6f4485bd5ff60d59aab63d_97)] | | | | | | Page [removed: [68](#i3721b4131a2140e395b10845c59ee64e_97)] [added: [69](#i48f404f28f6f4485bd5ff60d59aab63d_97)] | | |

| [Part [removed: IV](#i3721b4131a2140e395b10845c59ee64e_100)] [added: IV](#i48f404f28f6f4485bd5ff60d59aab63d_100)] | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i3721b4131a2140e395b10845c59ee64e_103)] [added: Schedules](#i48f404f28f6f4485bd5ff60d59aab63d_103)] | | | | | | Page [removed: [70](#i3721b4131a2140e395b10845c59ee64e_103)] [added: [71](#i48f404f28f6f4485bd5ff60d59aab63d_103)] | | |

| | | | | | | | | | | | | [removed: [Signatures](#i3721b4131a2140e395b10845c59ee64e_106)] [added: [Signatures](#i48f404f28f6f4485bd5ff60d59aab63d_106)] | | | | | | Page [removed: [74](#i3721b4131a2140e395b10845c59ee64e_106)] [added: [75](#i48f404f28f6f4485bd5ff60d59aab63d_106)] | | |

In addition to historical information, this Annual Report on Form 10-K contains forward-looking statements within the meaning of the [added: United States] Private Securities Litigation Reform Act of 1995.

When used herein, words such as "expects," "anticipates," "believes," "seeks," "estimates," "plans," "intends," “future,” “will,” “would,” “could,” “can,” “may,” [added: "target," "goal"] and similar words are intended to identify forward-looking statements.

Although such statements are based on management’s current estimates and expectations and/or currently available competitive, financial, and economic data, forward-looking statements are inherently [removed: uncertain] [added: uncertain,] and you should not place undue reliance on such statements as actual results may differ materially.

Such factors include [added: uncertainties as to the structure and timing of the proposed transaction, the impact of the proposed transaction on Jacobs’ and the combined company’s businesses if the transaction is completed, including a possible impact on Jacobs’ credit profile, and a possible decrease in the trading price of Jacobs' and/or the combined company’s shares, the possibility that the proposed transaction, if completed, may not qualify for the expected tax treatment, the ability to obtain all required regulatory approvals, the possibility that closing conditions for the proposed transaction may not be satisfied or waived, on a timely basis or otherwise, the risk that any consents or approvals required in connection with the proposed transaction may not be received, the risk that the proposed transaction may not be completed on the terms or in the time-frame expected by the parties, unexpected costs, charges or expenses resulting from the proposed transaction, business and management strategies and the growth expectations of the combined company, the inability of Jacobs’ and the combined company to retain and hire key personnel, customers or suppliers while the proposed transaction is pending or after it is completed, and the ability of the Company to eliminate all stranded costs, as well as other factors related to] our [added: business, such as our] ability to [added: fully] 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 [removed: the COVID-19] [added: any] 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 [added: and potential changes to the amounts provided for,] under the Infrastructure Investment and Jobs Act, [added: as well as other legislation related to governmental spending, any changes in U.S. or foreign tax laws, statutes, rules, regulations or ordinances that may adversely impact our future] financial [added: positions or results of operations, financial] market risks that may affect the [added: Company, including by affecting the] Company's [added: access to capital, the cost of such capital and/or 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, [added: instability in] the [removed: possibility] [added: banking industry, or the impact] of a [added: possible] recession [added: or economic downturn on our results, prospects] and [added: opportunities, and] geopolitical events and conflicts, among others.

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

| Delaware | | | | | | | | | | | | 88-1121891 | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [Part I](#i48f404f28f6f4485bd5ff60d59aab63d_10) | | | | | | | | | | | | | | | | | | | | |

| [Part II](#i48f404f28f6f4485bd5ff60d59aab63d_31) | | | | | | | | | | | | | | | | | | | | |

Examples of forward-looking statements include, but are not limited to, statements we make concerning the financial condition and results of operations and our expectations as to our future growth, prospects, financial outlook and business strategy for fiscal 2024 or future fiscal years, our plans to spin off and merge with Amentum our Critical Missions Solutions (“CMS”) business and a portion of our Divergent Solutions business in a proposed transaction that is intended to be tax-free to stockholders for U.S. federal income tax purposes, our and our stockholders respective ownership percentages of the combined company, the amount of cash payment and value to be derived from the disposition of Jacobs’ stake in the combined company, the expected timing, structure and tax treatment of the proposed transaction, the ability of the parties to complete the proposed transaction, and the potential benefits and synergies of the proposed transaction, including the future financial and operating results and strategic benefits, and any assumptions underlying any of the foregoing.

On August 29, 2022, Jacobs Engineering Group Inc. (JEGI), the predecessor to Jacobs Solutions

On May 9, 2023, the Company announced our intention to spin-off our Critical Mission Solutions business into an independent publicly traded company to Jacobs’ stockholders.

On November 20, 2023, Jacobs entered into a definitive agreement to spin-off and combine our CMS and Cyber and Intelligence government services (part of Divergent Solutions ("DVS")) businesses with Amentum, in a Reverse Morris Trust transaction intended to be tax-free to Jacobs’ shareholders for U.S. federal income tax purposes.

The transaction, which is expected to close in fiscal year 2024, is subject to regulatory approvals and other customary closing conditions.

CMS and DVS are each a reportable segment and are reported in our continuing operations for the 12 months ended September 29, 2023.

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

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| Delaware | | | | | | | | | | | | 95-4081636 | | |

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| [Part I](#i3721b4131a2140e395b10845c59ee64e_10) | | | | | | | | | | | | | | | | | | | | |

| [Part II](#i3721b4131a2140e395b10845c59ee64e_31) | | | | | | | | | | | | | | | | | | | | |

Examples of forward-looking statements include, but are not limited to, statements we make concerning the financial condition and results of operations and our expectations as to our future growth, prospects, financial outlook and business strategy for fiscal 2023 or future fiscal years, our expectations for the percentage of backlog we will realize as revenue in fiscal 2023, and the anticipated benefits of any acquisition or the strategic investment in PA Consulting.

You should not place undue reliance on these forward-looking statements.

Item 1.

BUSINESS

At Jacobs, we’re challenging today to reinvent tomorrow by solving the world’s most critical problems for thriving cities, resilient environments, mission-critical outcomes, operational advancement, scientific discovery and cutting-edge

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

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

Our previous three-year 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 included acquiring a 65% stake in PA Consulting Group Limited ("PA Consulting") in fiscal year 2021.

Acquisitions of John Wood Group’s nuclear business, The Buffalo Group and most recently BlackLynx and StreetLight further position us as a leader in high-value government services and technology-enabled solutions.

We are now focused on broadening our leadership in sustainable, high growth sectors.

As part of our strategy, our new brand promise: Challenging today.

Reinventing tomorrow.

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

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

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

In March 2022, Jacobs launched a new three-year strategy that builds on our success over the past three years and takes advantage of a new lens crafted from the incredible pace of change in the world and in our markets.

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

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.


Page 4

Our Core Markets


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

In fiscal year 2022, we operated in two lines of business: Critical Mission Solutions and People & Places Solutions, and a third business segment as a result of our majority investment in PA Consulting.

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.

Our properties consist primarily of office space within general, commercial office buildings located in major cities primarily in the following countries: United States; [removed: Armenia;] Australia; Canada; [removed: China; Czech Republic; Egypt; France; Germany; Hong Kong;] India; [removed: Indonesia; Iraq; Ireland; Italy; Japan; Kazakhstan; Malaysia; The Netherlands; New Zealand; The Philippines;] Poland; [removed: 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: 6.9] [added: 7.0] million square feet.

We continue to evaluate our real estate needs in connection with changes in the Company's use of [removed: its] leased space [removed: as a result of the COVID-19 pandemic,] and as part of [removed: the integration of] our [removed: prior acquisitions.][added: overall strategic organizational changes.]

Page 48

Page [removed: 49][added: 46]

According to the records of our transfer agent, there were [removed: 2,733] [added: 2,480] shareholders of record as of November [removed: 11, 2022.][added: 10, 2023.]

On January [removed: 16, 2020,] [added: 25, 2023,] the Company's Board of Directors authorized a share repurchase program of up to $1.0 billion of the Company's common stock, to expire on January [removed: 15, 2023] [added: 25, 2026] (the [removed: "2020] [added: "2023] Repurchase Authorization").

[removed: The following table summarizes the] [added: There was no repurchase] activity under the [removed: 2020] [added: 2023] Repurchase Authorization during the fourth quarter of fiscal [removed: 2022:][added: year 2023.]

As of September [removed: 30, 2022,] [added: 29, 2023,] the Company has [removed: $501.0] [added: $874.8] million remaining under the [removed: 2020] [added: 2023] Repurchase Authorization.

Page [removed: 50][added: 47]

The following graph and table [removed: shows] [added: show] the changes over the five-year period ended September [removed: 30, 2022] [added: 29, 2023] in the value of $100 as of the close of market on September [removed: 29, 2017] [added: 28, 2018] in (1) the common stock of Jacobs Solutions Inc., (2) the Standard & Poor’s 500 Stock Index and (3) the Standard & Poor's 1500 IT Consulting & Other Services Index.

| | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

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

There were no repurchases of the Company's common stock made during the fourth quarter of fiscal 2023 under the 2020 Repurchase Authorization.

None.


| Jacobs Solutions Inc. | | | 100.00 | | | | | | 120.41 | | | | | | 123.15 | | | | | | 177.15 | | | | | | 146.32 | | | | | | 185.31 | | |

| S&P 500 | | | 100.00 | | | | | | 104.25 | | | | | | 120.05 | | | | | | 156.07 | | | | | | 131.92 | | | | | | 160.44 | | |

| S&P 1500 IT Consulting & Other Services | | | 100.00 | | | | | | 98.15 | | | | | | 100.84 | | | | | | 136.69 | | | | | | 111.41 | | | | | | 132.10 | | |

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 transaction, with final non-cash settlement on the program during the first quarter of fiscal 2022 of 342,054 shares.

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

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

| 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 | | |

(1)Includes commissions paid and calculated at the average price per share

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

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

The Company’s management, with the participation of its [removed: 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 September [removed: 30, 2022,] [added: 29, 2023,] 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 [removed: 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 [removed: Chair and] Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate to allow timely decisions regarding required disclosure.

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

The Company's independent registered public accounting firm, Ernst & Young LLP, [removed: that] [added: which] audited the Company's consolidated financial statements included in this Annual Report on Form 10-K, also audited the effectiveness of our internal control over financial reporting as of September [removed: 30, 2022,] [added: 29, 2023,] 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 September [removed: 30, 2022] [added: 29, 2023] 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 [removed: 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.

Rule 10b5-1 Trading Plans

During the fiscal quarter ended September 29, 2023, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of SEC Regulation S-K.

Page 68

None.

We have adopted a code of ethics for our [removed: 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 Solutions Inc., 1999 Bryan Street, Suite [removed: 1200,] [added: 3500,] Dallas, Texas 75201, Attention: Corporate Secretary.

Page [removed: 68][added: 70]

(1)The Company’s Consolidated Financial Statements at September [added: 29, 2023 and September] 30, 2022 and [removed: October 1, 2021 and] for each of the three years in the period ended September [removed: 30, 2022,] [added: 29, 2023,] 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)Financial statement schedules – no financial statement schedules are presented as the required information is either not [removed: applicable,] [added: applicable] or is included in the consolidated financial statements or notes thereto.

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

| [removed: [3.2](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm)] [added: 3.2] | | | | | | [Amended and Restated Bylaws of [removed: 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.,] [added: Jacobs Solutions Inc.,] dated as [removed: 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)[.] [added: of](https://www.sec.gov/Archives/edgar/data/52988/000005298823000042/exhibit31-jsiarbylaws7623.htm) [July 6, 2023](https://www.sec.gov/Archives/edgar/data/52988/000005298823000042/exhibit31-jsiarbylaws7623.htm)[.] Filed as Exhibit 3.1 to the Registrant’s Current Report on Form [removed: 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)] [added: 8-K/A on](https://www.sec.gov/Archives/edgar/data/52988/000005298823000042/exhibit31-jsiarbylaws7623.htm) [July 11, 2023](https://www.sec.gov/Archives/edgar/data/52988/000005298823000042/exhibit31-jsiarbylaws7623.htm)] [and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000086/exhibit31-jsiarbylaws.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000042/exhibit31-jsiarbylaws7623.htm)] | | |

| [removed: 4.1†] [added: 4.6] | | | | | | [Description of the Registrant’s Securities.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit41-xq4fy2022xdescri.htm) [added: [F](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit41-xq4fy2022xdescri.htm)[iled as Exhibit 4.1 to the Registrant’s fiscal 2022 Annual Report on Form 10-K and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit41-xq4fy2022xdescri.htm)] | | |

| 10.1 | | | | | | [removed: [Second] [added: [Third] Amended and Restated Credit Agreement, dated [removed: March 27, 2019,] [added: February 6, 2023,] by and among Jacobs [added: Solutions Inc., Jacobs] Engineering Group Inc., certain of its subsidiaries party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on [removed: March 28, 2019] [added: February 7, 2023] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000014/secondarcreditagreement.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523027095/d452879dex101.htm)] | | |

| [removed: 10.2] [added: 10.6] | | | | | | [removed: [First] [added: [Third] Amendment to [removed: Second Amended and Restated] Credit Agreement, dated as of [removed: December 16, 2020,] [added: February 6, 2023, by and] among Jacobs [added: Solutions Inc., Jacobs] Engineering Group Inc., [removed: the designated borrowers party thereto, and] [added: Jacobs U.K. Limited,] the lenders [added: party] thereto, and Bank of America, N.A., as administrative agent, to the [removed: Second Amended and Restated] Credit [removed: Agreement] [added: Agreement,] dated as of March [removed: 27, 2019,] [added: 25, 2020,] by and among Jacobs [removed: Engineering, Inc., the designated borrowers party thereto,] [added: Engineering Group Inc. and Jacobs U.K. Limited, as borrowers,] the lenders [removed: from time to time] party [removed: thereto] [added: thereto,] and Bank of America, [removed: N.A.,] [added: N.A.] as administrative agent. [added: .] Filed as Exhibit [removed: 10.1] [added: 10.3] to the [removed: Registrant’s] [added: Registrant's] Current Report on Form 8-K on [removed: December 18, 2020] [added: February 7, 2023] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312520321536/d76488dex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523027095/d452879dex103.htm)] | | |

| [removed: [10.3](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit104secondamendmentt.htm)] [added: 10.4] | | | | | | [removed: [Second Amendment] [added: [Amendment] to [removed: Second Amended and Restated] Credit [removed: Agreement,] [added: Agreement (LIBOR Transition),] dated as of December 6, 2021, [removed: between] [added: among] Jacobs Engineering Group Inc. and [added: Jacobs U.K. Limited, as borrowers, and] Bank of America, N.A., as administrative agent, to the [removed: Second Amended and Restated] Credit [removed: Agreement] [added: Agreement,] dated as of March [removed: 27, 2019,] [added: 25, 2020,] by and among Jacobs [removed: Engineering, Inc., the designated borrowers party thereto,] [added: Engineering Group Inc. and Jacobs U.K. Limited, as borrowers,] the lenders party thereto, and Bank of America, [removed: N.A.,] [added: N.A.] as administrative agent. Filed as Exhibit [removed: 10.4] [added: 10.5] to the [removed: Registrants Quarterly] [added: Registrant](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit105amendmenttocredi.htm)['s](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit105amendmenttocredi.htm) [Quarterly] Report on Form 10-Q for the first quarter of fiscal 2022 and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit104secondamendmentt.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit105amendmenttocredi.htm)] | | |

| [removed: 10.4†] [added: 10.5] | | | | | | [removed: [Third] [added: [Second] Amendment to [removed: Second Amended and Restated] Credit Agreement, dated as of August 26, 2022, [removed: between] [added: among] Jacobs Engineering Group Inc. and [added: Jacobs U.K. Limited, as borrowers, and] Bank of America, N.A., as administrative agent, to the [removed: Second Amended and Restated] Credit [removed: Agreement] [added: Agreement,] dated as of March [removed: 27, 2019,] [added: 25, 2020,] by and among Jacobs [removed: Engineering, Inc., the designated borrowers party thereto,] [added: Engineering Group Inc. and Jacobs U.K. Limited, as borrowers,] the lenders party thereto, and Bank of America, [removed: N.A.,] [added: N.A.] as administrative [removed: agent.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit104toq4fy2022-third.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit109toq4fy2022-secon.htm) [F](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit109toq4fy2022-secon.htm)[iled as Exhibit 10.9 to the](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit109toq4fy2022-secon.htm) [Registrant's](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit109toq4fy2022-secon.htm) [](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit109toq4fy2022-secon.htm)[fiscal 2022](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit109toq4fy2022-secon.htm) [Annual Report on Form 10-K](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit109toq4fy2022-secon.htm) [and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit109toq4fy2022-secon.htm)] | | |

Page [removed: 70][added: 75]

| [removed: 10.5] [added: 10.7#] | | | | | | [removed: [Note Purchase Agreement, dated March 12, 2018,] [added: [Offer Letter] by and between Jacobs Engineering Group Inc. and [removed: the Purchasers identified therein.] [added: Steven J. Demetriou, dated July 10, 2015.] Filed as Exhibit [removed: 4.1] [added: 10.1] to the Registrant’s Current Report on Form 8-K on [removed: March 13, 2018,] [added: July 16, 2015] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312518080027/d499440dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000113/a101offerletterceojuly1020.htm)] | | |

| [removed: 10.6] [added: 10.10#] | | | | | | [removed: [First Amendment to the Note Purchase Agreement, dated May 11, 2018,] [added: [Offer letter] by and [removed: among] [added: between] Jacobs Engineering Group Inc. and [removed: the Purchasers identified therein.] [added: William Benton Allen, Jr. dated October 4, 2016.] Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on [removed: May 15, 2018] [added: October 14, 2016] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298818000014/jec8kexhibitfirstamendment.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312516738720/d272332dex101.htm)] | | |

| [removed: 10.7] [added: 10.3] | | | | | | [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: 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] [added: Truist] Bank and U.S. Bank National Association, as co-documentation agents, and BofA Securities, Inc., BNP Paribas Securities Corp. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on March 27, 2020 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459020013326/jec-ex101_6.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000156459020013326/jec-ex101_6.htm)] | | |

| [removed: [10.8](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit105amendmenttocredi.htm)] [added: 10.2] | | | | | | [removed: [Amendment to Credit Agreement (LIBOR Transition), dated as of December 6, 2021, among Jacobs Engineering Group Inc. and Jacobs U.K. Limited, as borrowers,] [added: [Amended] and [removed: Bank of America, N.A., as administrative agent, to the Credit] [added: Restated Term Loan] Agreement, dated as of [removed: March 25, 2020, by and] [added: February 6, 2023,] among Jacobs [added: Solutions Inc., Jacobs] Engineering Group [removed: Inc. and Jacobs U.K. Limited, as borrowers,] [added: Inc.,] the lenders party thereto, and Bank of America, [removed: N.A.] [added: N.A.,] as administrative [removed: agent.] [added: agent,.] Filed as Exhibit [removed: 10.5] [added: 10.2] to the [removed: Registrants Quarterly] [added: Registrant’s Current] Report on Form [removed: 10-Q for the first quarter of fiscal 2022] [added: 8-K on February 7, 2023] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit105amendmenttocredi.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523027095/d452879dex102.htm)] | | |

| [removed: 10.13#] [added: 10.8#] | | | | | | [Offer Letter by and between Jacobs Engineering Group Inc. and [removed: Steven J. Demetriou, dated July 10, 2015.] [added: Kevin C. Berryman, effective November 12, 2014.] Filed as Exhibit [removed: 10.1] [added: 99.1] to [added: Amendment No. 1 to] the Registrant’s Current Report on Form [removed: 8-K] [added: 8-K/A] on [removed: July 16, 2015] [added: November 17, 2014] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000113/a101offerletterceojuly1020.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000166/exhibit991offerletter-kevi.htm)] | | |

| [removed: 10.14#] [added: 10.9#] | | | | | | [Offer [removed: Letter] [added: letter] by and between Jacobs Engineering Group Inc. and [removed: Kevin C. Berryman, effective November 12, 2014.] [added: Robert V. Pragada, dated January 28, 2016.] Filed as Exhibit [removed: 99.1 to Amendment No. 1] [added: 10.61] to the Registrant’s [removed: Current] [added: fiscal 2016 Annual] Report on Form [removed: 8-K/A on November 17, 2014] [added: 10-K] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000166/exhibit991offerletter-kevi.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459016029571/jec-ex1061_413.htm)] | | |

| [removed: 10.15#] [added: 10.18#] | | | | | | [removed: [Offer letter by and between Jacobs] [added: [Jacobs] Engineering Group Inc. [added: Leadership Performance Plan, as amended] and [removed: Robert V. Pragada, dated January 28, 2016.] [added: restated effective August 29, 2022.] Filed as Exhibit [removed: 10.61] [added: 10.44] to the Registrant’s fiscal [removed: 2016] [added: 2022] Annual Report on Form 10-K and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459016029571/jec-ex1061_413.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1044q4fy2022-leader.htm)] | | |

| [removed: 10.16#] [added: 4.1] | | | | | | [removed: [Offer letter by and between] [added: [Indenture, dated as of February 16, 2023, among] Jacobs [added: Solutions Inc., Jacobs] Engineering Group [removed: Inc.] [added: Inc.,] and [removed: William Benton Allen, Jr. dated October 4, 2016.] [added: U.S. Bank Trust Company, National Association, as Trustee.] Filed as Exhibit [removed: 10.1] [added: 4.1] to the [removed: Registrant’s] [added: Registrant's] Current Report on Form 8-K on [removed: October 14, 2016] [added: February 16, 2023] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312516738720/d272332dex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523041184/d418190dex41.htm)] | | |

| 10.17# | | | | | | [removed: [Offer Letter by and between Jacobs Engineering Group] [added: [Jacobs Solutions] Inc. [added: 2023 Stock Incentive Plan, as amended] and [removed: Dawne Hickton,] [added: restated,] effective [removed: June 3, 2019.] [added: January 24, 2023.] Filed as Exhibit [removed: 10.2] [added: 10.1] to the Registrant’s Current Report on Form [removed: 10-Q] [added: 8-K] on [removed: August 5, 2019] [added: January 27, 2023] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000053/a102hicktonofferletter.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523017253/d370658dex101.htm)] | | |

| [removed: [10.18#](https://www.sec.gov/Archives/edgar/data/52988/000005298821000065/exhibit1012-formofindemnif.htm)] [added: 10.12#] | | | | | | [Form of Indemnification Agreement entered into between [removed: Jacobs Engineering Group Inc.] [added: Jacobs](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm) [Solutions](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm) [Inc.] and certain of its officers and [removed: directors.](https://www.sec.gov/Archives/edgar/data/52988/000005298821000065/exhibit1012-formofindemnif.htm) [Filed] [added: directors. Filed] as Exhibit [removed: 10.12 to the Company’s Annual] [added: 10.1](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm) [to the](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm) [Registrant's Quarterly] Report on Form [removed: 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)] [added: 10-Q for the second quarter of f](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm)[iscal 2023](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm)] [and incorporated herein by [removed: reference](https://www.sec.gov/Archives/edgar/data/52988/000005298821000065/exhibit1012-formofindemnif.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm)[.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm)] | | |

| [removed: [10.19#](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex43.htm)] [added: 10.13#] | | | | | | [Jacobs Solutions Inc. 1989 Employee Stock Purchase Plan (as amended and restated [removed: on](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex43.htm) [August] [added: on August] 29, 2022). Filed as Exhibit 4.3 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/d381713dex43.htm) | | |

| [removed: [10.20#](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex44.htm)] [added: 10.14#] | | | | | | [Jacobs Solutions Inc. [removed: (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)] [added: (StreetLight)] 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, [removed: 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)] [added: 2022 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex44.htm)] | | |

| [removed: [10.21#](https://www.sec.gov/Archives/edgar/data/52988/000119312517301111/d458763dex101.htm)] [added: 10.15#] | | | | | | [removed: [Jacobs Engineering Group Inc. Executive] [added: [Jacobs](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm) [Executive] Deferral Plan, effective January 1, [removed: 2018.] [added: 20](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm)[23](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm)[.] Filed as Exhibit [removed: 10.1 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm)[2](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm) [to] the [removed: Registrant’s Current Report on Form 8-K] [added: Registrant’s](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm) [Qua](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm)[rterly](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm) [Report] on [removed: October 2, 2017 and] [added: Form](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm) [10-Q](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm) [for the second](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm) [quarter of fiscal 2023](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm) [and] incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312517301111/d458763dex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm)] | | |

| [removed: [10.22#†](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1022q4fy2022-direct.htm)] [added: 10.16#] | | | | | | [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) [added: [Filed as Exhibit 10.22 to the Registrant’s fiscal 2022 Annual Report on Form 10-K and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1022q4fy2022-direct.htm)] | | |

| [removed: [10.23#](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex42.htm)] [added: 10.19#] | | | | | | [Jacobs [removed: Solutions](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex42.htm) [Inc.] [added: Solutions Inc.] 1999 [added: Outside Director] Stock [removed: Incentive] Plan, as amended and [removed: restated,] [added: restated] effective August 29, 2022. Filed as Exhibit [removed: 4.2] [added: 4.1] to the Registrant’s Post Effective Amendment No. 1 to Form S-8 on August 29, 2022 and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex41.htm)] | | |

| [removed: [10.24#](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex41.htm)] [added: 10.20#] | | | | | | [Jacobs Solutions Inc. [removed: 1999 Outside Director Stock] [added: Executive Severance] Plan, as amended and restated [removed: 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] [added: effective November 16, 2022.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1025-jacobsexecutiv.htm) [](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1025-jacobsexecutiv.htm)[Filed] as Exhibit [removed: 4.1] [added: 10.25] to the Registrant’s [removed: Post Effective Amendment No. 1 to Form S-8 on August 29,] [added: fiscal] 2022 [added: Annual Report on Form 10-K] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1025-jacobsexecutiv.htm)] | | |

| [removed: 10.26#] [added: 10.27#] | | | | | | [Form of Restricted Stock Unit Agreement [removed: (with dividend equivalent rights)] [added: (Time-Based Vesting)] (awarded pursuant [removed: to the Jacobs Engineering Group Inc. 1999 Stock] [added: to](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex106_113.htm) [Jacobs](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex106_113.htm)['](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex106_113.htm) [Stock] Incentive Plan). Filed as Exhibit [removed: 10.39] [added: 10.6] to the Registrant's [removed: fiscal 2017 Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q for the first quarter of fiscal 2018] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459017024192/jec-ex1039_515.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex106_113.htm)] | | |

| [removed: 10.27#] [added: 10.21#] | | | | | | [Form of Stock Option Award Agreement (awarded pursuant to [removed: the Jacobs Engineering Group Inc. 1999] [added: the](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex102_354.htm) [](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex102_354.htm)[1999] Outside Directors Stock Plan). Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2016 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex102_354.htm) | | |

| [removed: 10.28#] [added: 10.22#] | | | | | | [Form of Restricted Stock Unit Award Agreement (awarded pursuant [removed: to the Jacobs Engineering Group Inc. 1999] [added: to](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex101_355.htm) [the](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex101_355.htm)[1999] Outside Directors Stock Plan). Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2016 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex101_355.htm) | | |

| [removed: 10.29#] [added: 10.23#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares - Earnings Per Share Growth - 2018 Award) (awarded pursuant [removed: to the Jacobs Engineering Group Inc. 1999 Stock] [added: to](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex104_115.htm) [Jacobs'](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex104_115.htm) [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: 10.30#] [added: 10.24#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares - ROIC - 2018 Award) (awarded pursuant [removed: to the Jacobs Engineering Group Inc. 1999 Stock] [added: to](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex105_114.htm) [Jacobs](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex105_114.htm)['](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex105_114.htm) [](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex105_114.htm)[Stock] Incentive Plan). Filed as Exhibit 10.5 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-ex105_114.htm) | | |

| [removed: 10.31#] [added: 10.25#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares - Earnings Per Share Growth - 2019 Award) (awarded pursuant [removed: to the Jacobs Engineering Group Inc. 1999 Stock] [added: to](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit103psuawardeps2019.htm) [](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit103psuawardeps2019.htm)[Jacobs](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit103psuawardeps2019.htm)['](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit103psuawardeps2019.htm) [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: 10.32#] [added: 10.26#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares - ROIC - 2019 Award) (awarded pursuant [removed: to the Jacobs Engineering Group Inc. 1999 Stock] [added: to](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit104psuawardroic2019.htm) [Jacobs](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit104psuawardroic2019.htm)['](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit104psuawardroic2019.htm) [](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit104psuawardroic2019.htm)[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 filed February 6, 2019 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit104psuawardroic2019.htm) | | |

| [removed: 10.33#] [added: 10.34#] | | | | | | [Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant [removed: to the Jacobs Engineering Group Inc. 1999 Stock] [added: to](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit104q1fy2021.htm) [Jacobs](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit104q1fy2021.htm)['](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit104q1fy2021.htm) [Stock] Incentive Plan). Filed as Exhibit [removed: 10.6] [added: 10.4] to the [removed: Registrant's] [added: Registrant’s] Quarterly Report on Form 10-Q for the first quarter of fiscal [removed: 2018] [added: 2021] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex106_113.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit104q1fy2021.htm)] | | |

| [removed: 10.34#] [added: 10.28#] | | | | | | [Form of Restricted Stock Unit Agreement (awarded pursuant to [removed: the Jacobs Engineering Group, Inc. 1999 Outside] [added: the](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex107_112.htm) [1](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex107_112.htm)[9](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex107_112.htm)[9](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex107_112.htm)[9](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex107_112.htm) [](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex107_112.htm)[Outside] Director Stock Plan). Filed as Exhibit 10.7 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-ex107_112.htm) | | |

| [removed: 10.35#] [added: 10.29#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share Growth – 2020 Award) (awarded pursuant [removed: to the Jacobs Engineering Group Inc. 1999 Stock] [added: to](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit101-formofpsuag.htm) [Jacobs](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit101-formofpsuag.htm)['](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit101-formofpsuag.htm) [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: 10.36#] [added: 10.30#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – ROIC – 2020 Award) (awarded pursuant [removed: to the Jacobs Engineering Group Inc. 1999 Stock] [added: to](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit102-formofpsuag.htm) [Jacobs](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit102-formofpsuag.htm)['](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit102-formofpsuag.htm) [](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit102-formofpsuag.htm)[Stock] Incentive Plan). Filed as Exhibit 10.2 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/exhibit102-formofpsuag.htm) | | |

| [removed: 10.37#] [added: 10.31#] | | | | | | [Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant [removed: to the Jacobs Engineering Group Inc. 1999 Stock] [added: to](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit103-formofrsuag.htm) [Jacob](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit103-formofrsuag.htm)[s](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit103-formofrsuag.htm)['](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit103-formofrsuag.htm) [Stock] Incentive Plan). Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2020 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit103-formofrsuag.htm) | | |

| [removed: 10.38#] [added: 10.32#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share Growth) (awarded pursuant [removed: to the Jacobs Engineering Group Inc. 1999 Stock] [added: to](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit102q1fy2021.htm) [Jacobs](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit102q1fy2021.htm)['](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit102q1fy2021.htm) [Stock] Incentive Plan). Filed as Exhibit 10.2 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/exhibit102q1fy2021.htm) | | |

| [removed: 10.39#] [added: 10.33#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – ROIC) (awarded pursuant [removed: to the Jacobs Engineering Group Inc. 1999 Stock] [added: to](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit103q1fy2021.htm) [Jacobs](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit103q1fy2021.htm)['](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit103q1fy2021.htm) [](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit103q1fy2021.htm)[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) | | |

| 4.2 | | | | | | [First Supplemental Indenture, dated as of February 16, 2023, among Jacobs Solutions Inc., Jacobs Engineering Group Inc., and U.S. Bank Trust Company, National Association, as Trustee. Filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K on February 16, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523041184/d418190dex42.htm) | | |

| 4.3 | | | | | | [Form of the Notes, including the Guarantee. Filed as part of Exhibit 4.2 to the Registrant's Current Report on Form 8-K on February 16, 202](https://www.sec.gov/Archives/edgar/data/52988/000119312523041184/d418190dex42.htm)[3](https://www.sec.gov/Archives/edgar/data/52988/000119312523041184/d418190dex42.htm) [and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523041184/d418190dex42.htm)[](https://www.sec.gov/Archives/edgar/data/52988/000119312523041184/d418190dex42.htm) | | |

| 4.4 | | | | | | [Second Supplemental Indenture, dated as of August 18, 2023, among](https://www.sec.gov/Archives/edgar/data/52988/000119312523216043/d534528dex42.htm) [J](https://www.sec.gov/Archives/edgar/data/52988/000119312523216043/d534528dex42.htm)[acobs Solutions Inc., Jacobs Engineering Group Inc. and the U.S. Bank Trust Company, National Association, as](https://www.sec.gov/Archives/edgar/data/52988/000119312523216043/d534528dex42.htm)[.](https://www.sec.gov/Archives/edgar/data/52988/000119312523216043/d534528dex42.htm)[Trustee.](https://www.sec.gov/Archives/edgar/data/52988/000119312523216043/d534528dex42.htm) [Filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K on August 18, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523216043/d534528dex42.htm) | | |

| 4.5 | | | | | | [Form of the Notes, including the Guarantee. Filed as part of Exhibit 4.2 to the Registrant's Current Report on Form 8-K on August 18, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523216043/d534528dex42.htm) | | |

| 10.11# | | | | | | [Employment Agreement by and between Patrick X. Hill and Jacobs Group (Australia) Pty Ltd, effective as of August 1, 2021. Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000012/exhibit104-patrickxhillemp.htm) | | |

| 10.38# | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share Growth) (awarded pursuant to](https://www.sec.gov/Archives/edgar/data/52988/000005298823000012/exhibit101-rsuagreementper.htm) [Jacobs'](https://www.sec.gov/Archives/edgar/data/52988/000005298823000012/exhibit101-rsuagreementper.htm) [Stock Incentive Plan). Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000012/exhibit101-rsuagreementper.htm) | | |

| 10.39# | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – ROIC) (awarded pursuant to](https://www.sec.gov/Archives/edgar/data/52988/000005298823000012/exhibit102-rsuagreementper.htm) [Jacobs'](https://www.sec.gov/Archives/edgar/data/52988/000005298823000012/exhibit102-rsuagreementper.htm) [Stock Incentive Plan). Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000012/exhibit102-rsuagreementper.htm) | | |

| 10.41# | | | | | | [Form of Restricted Stock Unit Agreement (awarded pursuant to the](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit103-formofboardrsua.htm) [1999](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit103-formofboardrsua.htm) [Outside Directors Stock Plan). Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit103-formofboardrsua.htm) | | |

| 97† | | | | | | [J](https://www.sec.gov/Archives/edgar/data/52988/000005298823000084/exhibit97clawbackpolicy.htm)[acobs Solutions Inc. Executive Clawback Policy](https://www.sec.gov/Archives/edgar/data/52988/000005298823000084/exhibit97clawbackpolicy.htm) | | |

| 104† | | | | | | Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101) | | |

| Dated: | | | | | | November 21, 2023 | | | | | | By: | | | | | | /S/ Robert V. Pragada | | |

| | | | | | | | | | | | | | | | | | | Robert V. Pragada | | |

Page 76

| /S/ Robert V. Pragada | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | November 21, 2023 | | |

| Robert V. Pragada | | | | | | | | | | | | | | |

| Claudia Jaramillo | | | | | | | | | | | | | | |

F-77

September 29, 2023

September 29, 2023

| | | | $ | 14,617,109 | | | | | $ | 14,660,419 | |

| Short-term debt | | | $ | 61,430 | | | | | $ | 50,415 | |

| | | | $ | 14,617,109 | | | | | $ | 14,660,419 | |

| Net (Earnings) Loss Attributable to Redeemable Noncontrolling Interests | | | (21,614) | | | | | | (34,585) | | | | | | 85,414 | | |

For the Fiscal Years Ended September 29, 2023, September 30, 2022 and October 1, 2021

| Net earnings | | | — | | | | | | — | | | | | | 665,777 | | | | | | — | | | | | | 665,777 | | | | | | 32,265 | | | | | | 698,042 | | |

| Change in cash flow hedges, net of deferred taxes of $(5,870) | | | — | | | | | | — | | | | | | — | | | | | | (14,630) | | | | | | (14,630) | | | | | | — | | | | | | (14,630) | | |

| Dividends | | | — | | | | | | — | | | | | | (132,468) | | | | | | — | | | | | | (132,468) | | | | | | — | | | | | | (132,468) | | |

| Redeemable Noncontrolling interests redemption value adjustment | | | — | | | | | | — | | | | | | (10,770) | | | | | | — | | | | | | (10,770) | | | | | | — | | | | | | (10,770) | | |

| Repurchase and issuance of redeemable noncontrolling interests | | | — | | | | | | — | | | | | | 14,293 | | | | | | — | | | | | | 14,293 | | | | | | — | | | | | | 14,293 | | |

| Repurchases of equity securities | | | (2,326) | | | | | | (49,202) | | | | | | (214,186) | | | | | | — | | | | | | (265,714) | | | | | | — | | | | | | (265,714) | | |

| Balances at September 29, 2023 | | | $ | 125,977 | | | | | $ | 2,735,325 | | | | | $ | 4,542,872 | | | | | $ | (857,954) | | | | | $ | 6,546,220 | | | | | $ | 53,862 | | | | | $ | 6,600,082 | |

For the Fiscal Years Ended September 29, 2023, September 30, 2022 and October 1, 2021

On November 20, 2023, Jacobs entered into a definitive agreement to spin-off and combine our CMS and Cyber and Intelligence government services (part of Divergent Solutions ("DVS")) businesses with Amentum, in a Reverse Morris Trust transaction intended to be tax-free to Jacobs’ shareholders for U.S. federal income tax purposes.

The transaction, which is expected to close in fiscal year 2024, is subject to regulatory approvals and other customary closing conditions.

As part of the new Company strategy, during the first quarter of fiscal 2023, Jacobs formed a reporting and operating segment, Divergent Solutions ("DVS"), to further strengthen our ability to drive value for our clients (the "DVS segment reorganization").

For a further discussion of our segment information, please refer to Note 19- *Segment Information*.

$235.4 million in cash to the former owners of BlackLynx.

For the 2023 fiscal year, in connection with the separation activities of the CMS business and part of our DVS business, we performed a quantitative impairment test of the CMS and DVS reporting units and determined that the fair value of these reporting units exceeded their respective carrying value.

For the remaining reporting units, we determined that the fair values significantly exceeded their carrying values and an analysis beyond the qualitative level was not considered necessary.

The guidance was amended by ASU 2022-06, *Reference Rate Reform, (Topic 848): Deferral of the Sunset Date of Topic 848* to defer the original sunset date of December 31, 2022 to December 31, 2024.

| 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) | | |

| 10.10 | | | | | | [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) | | |

| [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) | | |

| 10.25#† | | | | | | [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) | | |

| [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 August 29, 2022.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1044q4fy2022-leader.htm) | | |

| 104† | | | | | | XBRL Coverpage interactive data file | | |

| | | | | | |

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

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

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

| Dated: | | | | | | November 21, 2022 | | | | | | By: | | | | | | /S/ Steven J. Demetriou | | |

| | | | | | | | | | | | | | | | | | | Steven J. Demetriou | | |

| /S/ Georgette D. Kiser | | | | | | Director | | | | | | November 21, 2022 | | |

| Georgette D. Kiser | | | | | | | | | | | | | | |

| /S/ Robert A. McNamara | | | | | | Director | | | | | | November 21, 2022 | | |

| Robert A. McNamara | | | | | | | | | | | | | | |

| Kevin C. Berryman | | | | | | | | | | | | | | |

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

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

| Current maturities of long-term debt | | | $ | 50,415 | | | | | $ | 53,456 | |

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

| Balances at September 27, 2019 | | | $ | 132,879 | | | | | $ | 2,559,450 | | | | | $ | 3,939,174 | | | | | $ | (916,812) | | | | | $ | 5,714,691 | | | | | $ | 53,967 | | | | | $ | 5,768,658 | |

| Net earnings | | | — | | | | | | — | | | | | | 491,845 | | | | | | — | | | | | | 491,845 | | | | | | 32,022 | | | | | | 523,867 | | |

| Loss on derivatives, net of deferred taxes of $(7,285) | | | — | | | | | | — | | | | | | — | | | | | | (14,598) | | | | | | (14,598) | | | | | | — | | | | | | (14,598) | | |

| Dividends | | | — | | | | | | — | | | | | | (99,921) | | | | | | — | | | | | | (99,921) | | | | | | — | | | | | | (99,921) | | |

| Repurchases of equity securities | | | (4,129) | | | | | | (30,944) | | | | | | (302,178) | | | | | | — | | | | | | (337,251) | | | | | | — | | | | | | (337,251) | | |

The Company has recorded its preliminary purchase price allocation associated with the acquisition, which is summarized in Note 15- *Other Business Combinations.*

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Consequently, this amount represented compensation expense incurred related to the investment that was expensed subsequent to the date of the transaction, and was reflected in selling, general and administrative expense and cash from operations for the fiscal year ended October 1, 2021.

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

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

As of September 30, 2022, all of the ECR business to be sold under the terms of the sale has been conveyed to Worley and as such, no amounts remain held for sale.

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

In order to manage short-term liquidity and credit exposure, Jacobs may sell current customer receivables to third parties.

When Jacobs sells customer receivables to third parties it accelerates the receipt of cash that would otherwise have been collected from customers and records these transactions as reductions to the receivable amounts.

Jacobs does not maintain continuing involvement in these arrangements.

During 2022, we completed our annual goodwill impairment test and qualitatively determined that none of our goodwill was impaired.

We have determined that the fair value of our reporting units exceeded their respective carrying values for the Consolidated Balance Sheets presented.