Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report:

(1)The Company’s Consolidated Financial Statements at September 29, 2023 and September 30, 2022 and for each of the three years in the period ended September 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 applicable or is included in the consolidated financial statements or notes thereto.

(3)See Exhibit Index below.

(b) Exhibit Index:

2.1Agreement and Plan of Merger among The KeyW Holding Corporation, Jacobs Engineering Group Inc. and Atom Acquisition Sub, Inc., dated April 21, 2019. Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K on April 22, 2019 and incorporated herein by reference.
2.2Amended and Restated Stock and Asset Purchase Agreement, dated as of April 26, 2019, by and between Jacobs Engineering Group Inc. and WorleyParsons Limited. Filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K on April 29, 2019 and incorporated herein by reference.
2.3Implementation Deed, dated as of November 27, 2020, by and among PA Consulting Group Limited, CEP IV Garden S.A.R.L., Jacobs Consulting Solutions Limited, Jacobs Engineering Group Inc. and the persons set out in Schedule 1 thereto. Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K on November 30, 2020 and incorporated herein by reference.
2.4Warranty Deed, dated as of November 27, 2020, by and among the Warrantors named therein and Jacobs Consulting Solutions Limited. Filed as Exhibit 2.2 to the Registrant’s Current Report on Form 8-K on November 30, 2020 and incorporated herein by reference.
3.1Amended 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, 2022 and incorporated herein by reference.
3.2Amended and Restated Bylaws of Jacobs Solutions Inc., dated as of July 6, 2023. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K/A on July 11, 2023 and incorporated herein by reference.
4.1Indenture, 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 4.1 to the Registrant's Current Report on Form 8-K on February 16, 2023 and incorporated herein by reference.
4.2First 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.
4.3Form 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, 2023 and incorporated herein by reference.
4.4Second Supplemental Indenture, dated as of August 18, 2023, among Jacobs Solutions Inc., Jacobs Engineering Group Inc. and the 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 August 18, 2023 and incorporated herein by reference.
4.5Form 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.

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4.6Description of the Registrant’s Securities. Filed as Exhibit 4.1 to the Registrant’s fiscal 2022 Annual Report on Form 10-K and incorporated herein by reference.
10.1Third Amended and Restated Credit Agreement, dated February 6, 2023, by and among Jacobs 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 February 7, 2023 and incorporated herein by reference.
10.2Amended and Restated Term Loan Agreement, dated as of February 6, 2023, among Jacobs Solutions Inc., Jacobs Engineering Group Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent,. Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on February 7, 2023 and incorporated herein by reference.
10.3Credit Agreement, dated as of March 25, 2020, among Jacobs Engineering Group Inc. and Jacobs U.K. Limited, as borrowers, the lenders party thereto, Bank of America, N.A. as administrative agent, Bank of America, N.A., BNP Paribas and Wells Fargo Bank, N.A., as co-syndication agents, The Bank of Nova Scotia, HSBC Bank USA, National Association, USA, PNC Bank, National Association, TD Bank, N.A., Truist Bank and U.S. Bank National Association, as co-documentation agents, and BofA Securities, Inc., BNP Paribas Securities Corp. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on March 27, 2020 and incorporated herein by reference.
10.4Amendment to Credit Agreement (LIBOR Transition), dated as of December 6, 2021, among Jacobs Engineering Group Inc. and Jacobs U.K. Limited, as borrowers, and Bank of America, N.A., as administrative agent, to the Credit Agreement, dated as of March 25, 2020, by and among Jacobs Engineering Group Inc. and Jacobs U.K. Limited, as borrowers, the lenders party thereto, and Bank of America, N.A. as administrative agent. Filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2022 and incorporated herein by reference.
10.5Second 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. Filed as Exhibit 10.9 to the Registrant's fiscal 2022 Annual Report on Form 10-K and incorporated herein by reference.
10.6Third Amendment to Credit Agreement, dated as of February 6, 2023, by and among Jacobs Solutions Inc., Jacobs Engineering Group Inc., Jacobs U.K. Limited, the lenders party thereto, and Bank of America, N.A., as administrative agent, to the Credit Agreement, dated as of March 25, 2020, by and among Jacobs Engineering Group Inc. and Jacobs U.K. Limited, as borrowers, the lenders party thereto, and Bank of America, N.A. as administrative agent. . Filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K on February 7, 2023 and incorporated herein by reference.
10.7#Offer Letter by and between Jacobs Engineering Group Inc. and Steven J. Demetriou, dated July 10, 2015. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on July 16, 2015 and incorporated herein by reference.
10.8#Offer Letter by and between Jacobs Engineering Group Inc. and Kevin C. Berryman, effective November 12, 2014. Filed as Exhibit 99.1 to Amendment No. 1 to the Registrant’s Current Report on Form 8-K/A on November 17, 2014 and incorporated herein by reference.
10.9#Offer letter by and between Jacobs Engineering Group Inc. and Robert V. Pragada, dated January 28, 2016. Filed as Exhibit 10.61 to the Registrant’s fiscal 2016 Annual Report on Form 10-K and incorporated herein by reference.
10.10#Offer letter by and between Jacobs Engineering Group Inc. and William Benton Allen, Jr. dated October 4, 2016. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on October 14, 2016 and incorporated herein by reference.
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.
10.12#Form of Indemnification Agreement entered into between Jacobs Solutions Inc. and certain of its officers and directors. Filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the second quarter of fiscal 2023 and incorporated herein by reference.
10.13#Jacobs Solutions Inc. 1989 Employee Stock Purchase Plan (as amended and restated 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.
10.14#Jacobs Solutions Inc. (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, 2022 and incorporated herein by reference.

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10.15#Jacobs Executive Deferral Plan, effective January 1, 2023. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2023 and incorporated herein by reference.
10.16#Jacobs Solutions Inc. Directors Deferral Plan, as amended and restated effective August 29, 2022. Filed as Exhibit 10.22 to the Registrant’s fiscal 2022 Annual Report on Form 10-K and incorporated herein by reference.
10.17#Jacobs Solutions Inc. 2023 Stock Incentive Plan, as amended and restated, effective January 24, 2023. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on January 27, 2023 and incorporated herein by reference.
10.18#Jacobs Engineering Group Inc. Leadership Performance Plan, as amended and restated effective August 29, 2022. Filed as Exhibit 10.44 to the Registrant’s fiscal 2022 Annual Report on Form 10-K and incorporated herein by reference.
10.19#Jacobs Solutions Inc. 1999 Outside Director Stock Plan, as amended and restated effective August 29, 2022. Filed as Exhibit 4.1 to the Registrant’s Post Effective Amendment No. 1 to Form S-8 on August 29, 2022 and incorporated herein by reference.
10.20#Jacobs Solutions Inc. Executive Severance Plan, as amended and restated effective November 16, 2022. Filed as Exhibit 10.25 to the Registrant’s fiscal 2022 Annual Report on Form 10-K and incorporated herein by reference.
10.21#Form of Stock Option Award Agreement (awarded pursuant to the 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.
10.22#Form of Restricted Stock Unit Award Agreement (awarded pursuant to the1999 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.
10.23#Form of Restricted Stock Unit Agreement (Performance Shares - Earnings Per Share Growth - 2018 Award) (awarded pursuant to Jacobs' 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.
10.24#Form of Restricted Stock Unit Agreement (Performance Shares - ROIC - 2018 Award) (awarded pursuant to Jacobs' 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.
10.25#Form of Restricted Stock Unit Agreement (Performance Shares - Earnings Per Share Growth - 2019 Award) (awarded pursuant to Jacobs' 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.
10.26#Form of Restricted Stock Unit Agreement (Performance Shares - ROIC - 2019 Award) (awarded pursuant to Jacobs' 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.
10.27#Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant to Jacobs' Stock Incentive Plan). Filed as Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 and incorporated herein by reference.
10.28#Form of Restricted Stock Unit Agreement (awarded pursuant to the 1999 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.
10.29#Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share Growth – 2020 Award) (awarded pursuant to Jacobs' 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.
10.30#Form of Restricted Stock Unit Agreement (Performance Shares – ROIC – 2020 Award) (awarded pursuant to Jacobs' 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.
10.31#Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant to Jacobs' 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.

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10.32#Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share Growth) (awarded pursuant to Jacobs' 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.
10.33#Form of Restricted Stock Unit Agreement (Performance Shares – ROIC) (awarded pursuant to Jacobs' 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.
10.34#Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant to Jacobs' Stock Incentive Plan). Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2021 and incorporated herein by reference.
10.35#Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share Growth) (awarded pursuant to Jacobs' 1999 Stock Incentive Plan). Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2022 and incorporated herein by reference.
10.36#Form of Restricted Stock Unit Agreement (Performance Shares – ROIC) (awarded pursuant to Jacobs' Stock Incentive Plan). Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2022 and incorporated herein by reference.
10.37#Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant to the Jacobs'Stock Incentive Plan). Filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2022 and incorporated herein by reference.
10.38#Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share Growth) (awarded pursuant to Jacobs' 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.
10.39#Form of Restricted Stock Unit Agreement (Performance Shares – ROIC) (awarded pursuant to Jacobs' 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.
10.40#Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant to Jacobs' Stock Incentive Plan). Filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2023 and incorporated herein by reference.
10.41#Form of Restricted Stock Unit Agreement (awarded pursuant to the 1999 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.
21†List of Subsidiaries of Jacobs Solutions Inc.
23†Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
31.1†Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1†Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
32.2†Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
97†Jacobs Solutions Inc. Executive Clawback Policy
101.INS†XBRL Instance Document
101.SCH†XBRL Taxonomy Extension Schema Document

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101.CAL†XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF†XBRL Taxonomy Extension Definition Linkbase Document
101.LAB†XBRL Taxonomy Extension Label Linkbase Document
101.PRE†XBRL Taxonomy Extension Presentation Linkbase Document
104†Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101)
†Being filed herewith.
#Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

JACOBS SOLUTIONS INC.
Dated:November 21, 2023By:/S/ Robert V. Pragada
Robert V. Pragada
Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Page 75

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SignatureTitleDate
/S/ Steven J. DemetriouChair of the BoardNovember 21, 2023
Steven J. Demetriou
/S/ Robert V. PragadaChief Executive Officer and Director (Principal Executive Officer)November 21, 2023
Robert V. Pragada
/S/ Vincent K. BrooksDirectorNovember 21, 2023
Vincent K. Brooks
/S/ Peter J. RobertsonDirectorNovember 21, 2023
Peter J. Robertson
/S/ Ralph E. EberhartDirectorNovember 21, 2023
Ralph E. Eberhart
/S/ Manny FernandezDirectorNovember 21, 2023
Manny Fernandez
/S/ Barbara L. LoughranDirectorNovember 21, 2023
Barbara L. Loughran
/S/ Priya AbaniDirectorNovember 21, 2023
Priya Abani
/S/ Christopher M.T. ThompsonDirectorNovember 21, 2023
Christopher M.T. Thompson
/S/ Claudia JaramilloExecutive Vice President and Chief Financial Officer (Principal Financial Officer)November 21, 2023
Claudia Jaramillo
/S/ William B. Allen, Jr.Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)November 21, 2023
William B. Allen, Jr.

F-77

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

WITH REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

September 29, 2023

F-1

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

September 29, 2023

Consolidated Balance Sheets at September 29, 2023 and September 30, 2022F-3
Consolidated Statements of Earnings for the Fiscal Years Ended September 29, 2023, September 30, 2022, and October 1, 2021F-4
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended September 29, 2023, September 30, 2022, and October 1, 2021F-5
Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended September 29, 2023, September 30, 2022, and October 1, 2021F-6
Consolidated Statements of Cash Flows for the Fiscal Years Ended September 29, 2023, September 30, 2022, and October 1, 2021F-7
Notes to Consolidated Financial StatementsF-9
Reports of Ernst & Young LLP, Independent Registered Public Accounting FirmF-62

F-2

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share information)

September 29, 2023September 30, 2022
ASSETS
Current Assets:
Cash and cash equivalents$926,582$1,140,479
Receivables and contract assets3,558,8063,405,381
Prepaid expenses and other204,965176,134
Total current assets4,690,3534,721,994
Property, Equipment and Improvements, net357,032346,676
Other Noncurrent Assets:
Goodwill7,343,5267,184,658
Intangibles, net1,271,9431,394,052
Deferred income tax assets53,13131,480
Operating lease right-of-use assets414,384476,913
Miscellaneous486,740504,646
Total other noncurrent assets9,569,7249,591,749
$14,617,109$14,660,419
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term debt$61,430$50,415
Accounts payable1,143,802966,792
Accrued liabilities1,301,6441,441,762
Operating lease liability152,077150,171
Contract liabilities763,608641,705
Total current liabilities3,422,5613,250,845
Long-term debt2,813,4713,357,256
Liabilities relating to defined benefit pension and retirement plans258,540271,332
Deferred income tax liabilities221,158269,077
Long-term operating lease liability543,230607,447
Other deferred liabilities125,088167,548
Commitments and Contingencies
Redeemable Noncontrolling Interests632,979632,522
Stockholders’ Equity:
Capital stock:
Preferred stock, $1 par value, authorized - 1,000,000 shares; issued and outstanding - none——
Common stock, $1 par value, authorized - 240,000,000 shares; issued and outstanding - 125,976,998 shares and 127,393,378 shares as of September 29, 2023 and September 30, 2022, respectively125,977127,393
Additional paid-in capital2,735,3252,682,009
Retained earnings4,542,8724,225,784
Accumulated other comprehensive loss(857,954)(975,130)
Total Jacobs stockholders’ equity6,546,2206,060,056
Noncontrolling interests53,86244,336
Total Group stockholders’ equity6,600,0826,104,392
$14,617,109$14,660,419

See the accompanying Notes to Consolidated Financial Statements.

F-3

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

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

(In thousands, except per share information)

September 29, 2023September 30, 2022October 1, 2021
Revenues$16,352,414$14,922,825$14,092,632
Direct cost of contracts(12,879,099)(11,595,785)(11,048,860)
Gross profit3,473,3153,327,0403,043,772
Selling, general and administrative expenses(2,398,078)(2,409,190)(2,355,683)
Operating Profit1,075,237917,850688,089
Other Income (Expense):
Interest income26,0134,4893,503
Interest expense(168,108)(100,246)(72,714)
Miscellaneous (expense) income, net(16,463)54,25476,724
Total other (expense) income, net(158,558)(41,503)7,513
Earnings from Continuing Operations Before Taxes916,679876,347695,602
Income Tax Expense for Continuing Operations(196,181)(160,903)(274,781)
Net Earnings of the Group from Continuing Operations720,498715,444420,821
Net (Loss) Earnings of the Group from Discontinued Operations(842)(32)10,008
Net Earnings of the Group719,656715,412430,829
Net Earnings Attributable to Noncontrolling Interests from Continuing Operations(32,265)(36,788)(39,213)
Net (Earnings) Loss Attributable to Redeemable Noncontrolling Interests(21,614)(34,585)85,414
Net Earnings Attributable to Jacobs from Continuing Operations666,619644,071467,022
Net Earnings Attributable to Jacobs$665,777$644,039$477,030
Net Earnings Per Share:
Basic Net Earnings from Continuing Operations Per Share$5.33$5.01$3.15
Basic Net (Loss) Earnings from Discontinued Operations Per Share$(0.01)—$0.08
Basic Earnings Per Share$5.32$5.01$3.22
Diluted Net Earnings from Continuing Operations Per Share$5.31$4.98$3.12
Diluted Net (Loss) Earnings from Discontinued Operations Per Share$(0.01)—$0.08
Diluted Earnings Per Share$5.30$4.98$3.20

See the accompanying Notes to Consolidated Financial Statements.

F-4

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

(In thousands)

September 29, 2023September 30, 2022October 1, 2021
Net Earnings of the Group$719,656$715,412$430,829
Other Comprehensive Income (Loss):
Foreign currency translation adjustment148,971(397,819)15,585
Change in cash flow hedges(20,500)154,54129,332
Change in pension plan liabilities(16,389)92,527142,135
Other comprehensive income (loss) before taxes112,082(150,751)187,052
Income Tax Benefit (Expense):
Foreign currency translation adjustment1,13219,019(3,110)
Cash flow hedges5,870(43,595)(7,357)
Change in pension plan liabilities(1,908)(5,361)(37,970)
Income Tax Benefit (Expense):5,094(29,937)(48,437)
Net other comprehensive income (loss)117,176(180,688)138,615
Net Comprehensive Income of the Group836,832534,724569,444
Net Earnings Attributable to Noncontrolling Interests(32,265)(36,788)(39,213)
Net (Earnings) Loss Attributable to Redeemable Noncontrolling Interests(21,614)(34,585)85,414
Net Comprehensive Income Attributable to Jacobs$782,953$463,351$615,645

See the accompanying Notes to Consolidated Financial Statements including the Company's note on Other Financial Information for a presentation of amounts reclassified to net income during the period.

F-5

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

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

(In thousands)

Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Total Jacobs Stockholders’ EquityNoncontrolling InterestsTotal Group Stockholders’ Equity
Balances at October 2, 2020$129,748$2,598,446$4,020,575$(933,057)$5,815,712$39,955$5,855,667
Net earnings——477,030—477,03039,213516,243
Foreign currency translation adjustments, net of deferred taxes of $3,110———12,47512,475—12,475
Pension plan liability, net of deferred taxes of $37,970———104,165104,165—104,165
Change in cash flow hedges. net of deferred taxes of $7,357———21,97521,975—21,975
Dividends——(109,616)—(109,616)—(109,616)
Noncontrolling interests - distributions and other—————(44,372)(44,372)
Redeemable Noncontrolling interests redemption value adjustment——(175,183)—(175,183)—(175,183)
Stock based compensation—56,221——56,221—56,221
Issuances of equity securities including shares withheld for taxes87120,345(9,006)—12,210—12,210
Repurchases of equity securities(1,726)(85,000)(188,222)—(274,948)—(274,948)
Balances at October 1, 2021$128,893$2,590,012$4,015,578$(794,442)$5,940,041$34,796$5,974,837
Net earnings——644,039—644,03936,788680,827
Foreign currency translation adjustments, net of deferred taxes of $(19,019)———(378,800)(378,800)—(378,800)
Pension plan liability, net of deferred taxes of $5,361———87,16687,166—87,166
Change in cash flow hedges., net of deferred taxes of $43,595———110,946110,946—110,946
Dividends——(118,291)—(118,291)—(118,291)
Noncontrolling interests - distributions and other—————(27,248)(27,248)
Redeemable Noncontrolling interests redemption value adjustment——(27,657)—(27,657)—(27,657)
Repurchase and issuance of redeemable noncontrolling interests——2,618—2,618—2,618
Stock based compensation—53,383——53,383—53,383
Issuances of equity securities including shares withheld for taxes97339,537(11,973)—28,537—28,537
Repurchases of equity securities(2,473)(923)(278,530)—(281,926)—(281,926)
Balances at September 30, 2022$127,393$2,682,009$4,225,784$(975,130)$6,060,056$44,336$6,104,392
Net earnings——665,777—665,77732,265698,042
Foreign currency translation adjustments, net of deferred taxes of $(1,132)———150,103150,103—150,103
Pension plan liability, net of deferred taxes of $1,908———(18,297)(18,297)—(18,297)
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)
Noncontrolling interests - distributions and other—————(22,739)(22,739)
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
Stock based compensation—74,337——74,337—74,337
Issuances of equity securities including shares withheld for taxes91028,181(5,558)—23,533—23,533
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

See the accompanying Notes to Consolidated Financial Statements.

F-6

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

(In thousands)

September 29, 2023September 30, 2022October 1, 2021
Cash Flows from Operating Activities:
Net earnings attributable to the Group$719,656$715,412$430,829
Adjustments to reconcile net earnings to net cash flows provided by (used for) operations:
Depreciation and amortization:
Property, equipment and improvements103,346102,454101,024
Intangible assets203,906198,602149,776
Gain on sale of ECR business——(15,608)
Gain on investment in equity securities—(13,862)(71,325)
Stock based compensation74,33753,38356,221
Equity in earnings of operating ventures, net of return on capital distributions(324)18,29110,941
Loss (gain) on disposals of assets, net7,690(4,680)1,003
Impairment of equity method investment and other long-term assets48,16378,29240,640
Loss on pension and retiree medical plan changes2081232,783
Deferred income taxes(76,815)111,846113,623
Changes in assets and liabilities, excluding the effects of businesses acquired:
Receivables and contract assets, net of contract liabilities(8,395)(267,947)242,154
Prepaid expenses and other current assets(33,996)66,800
Miscellaneous other assets92,050113,850116,097
Accounts payable166,19487,402(165,502)
Income taxes payable9,408(70,258)20,961
Accrued liabilities(279,136)(552,036)(252,305)
Other deferred liabilities(49,957)(73,697)(63,915)
Other, net(1,572)(22,472)2,079
Net cash provided by operating activities974,763474,709726,276
Cash Flows from Investing Activities:
Additions to property and equipment(137,486)(127,615)(92,814)
Disposals of property and equipment and other assets1,5449,392474
Capital contributions to equity investees, net of return of capital distributions7,9643,025(5,016)
Acquisitions of businesses, net of cash acquired(17,685)(437,083)(1,741,062)
Disposals of investment in equity securities—13,862421,315
Proceeds from sales of businesses——36,360
Net cash used for investing activities(145,663)(538,419)(1,380,743)
Cash Flows from Financing Activities:
Proceeds from long-term borrowings3,860,4683,145,5004,445,080
Repayments of long-term borrowings(4,486,679)(2,420,166)(3,216,965)
Proceeds from short-term borrowings13,011——
Repayments of short-term borrowings(3,353)(6,359)(7,675)
Debt issuance costs(17,177)—(2,747)
Proceeds from issuances of common stock47,78251,03438,077
Common stock repurchases(265,714)(281,926)(274,948)
Taxes paid on vested restricted stock(24,249)(28,587)(25,867)
Cash dividends to shareholders(128,420)(115,948)(107,188)
Net dividends associated with noncontrolling interests(23,156)(26,982)(48,784)
Repurchase of redeemable noncontrolling interests(92,939)(46,074)—
Proceeds from issuances of redeemable noncontrolling interests34,01649,742—
Net cash (used for) provided by financing activities(1,086,410)320,234798,983
Effect of Exchange Rate Changes32,548(128,892)19,635
Net (Decrease) Increase in Cash and Cash Equivalents and Restricted Cash(224,762)127,632164,151
Cash and Cash Equivalents, including Restricted Cash, at the Beginning of the Period1,154,2071,026,575862,424
Cash and Cash Equivalents, including Restricted Cash, at the End of the Period$929,445$1,154,207$1,026,575

See the accompanying Notes to Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

**1.**Description of Business and Basis of Presentation

Description of Business

Jacobs Solutions Inc. ("Jacobs" or "the Company") is a leading global professional services company that designs and deploys technology-centric solutions to solve many of the world’s most complex challenges. In fiscal 2023 we operated in four operating segments: Critical Mission Solutions, People & Places Solutions, Divergent Solutions, and our investment in PA Consulting Group Limited ("PA Consulting").

We provide a broad range of technical, professional and construction services including engineering, design and architectural services; construction and construction management services; operations and maintenance services; and process, scientific and systems consulting services. We provide our services through offices and subsidiaries located primarily in North America, Europe, the Middle East, India, Australia, New Zealand and Asia. We provide our services under cost-reimbursable and fixed-price contracts, with our fixed-price contracts comprised mainly of professional services arrangements and in some limited cases, construction. The percentage of revenues realized from each of these types of contracts for the fiscal years ended September 29, 2023, September 30, 2022 and October 1, 2021 was as follows:

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
Cost-reimbursable74.1%74%76%
Fixed-price25.9%26%24%

Basis of Presentation, Definition of Fiscal Year, and Other Matters

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and include the accounts of Jacobs Solutions Inc. and its subsidiaries and affiliates which it controls. On August 29, 2022, Jacobs Engineering Group Inc. (JEGI), the predecessor to Jacobs Solutions Inc., implemented a holding company structure, which resulted in Jacobs Solutions Inc. becoming the parent company of, and successor issuer to, JEGI (the "Holding Company Reorganization"). Prior to the implementation date, the Consolidated Financial Statements include the accounts of JEGI and its subsidiaries and affiliates which it controlled. All intercompany accounts and transactions have been eliminated in consolidation.

The Company’s fiscal year ends on the Friday closest to September 30 (determined on the basis of the number of workdays) and, accordingly, an additional week of activity is added every five-to-six years. Fiscal 2020 included an extra week of activity.

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.

On February 4, 2022, the Company acquired StreetLight Data, Inc. ("StreetLight"). StreetLight is a pioneer of mobility analytics who uses its data and machine learning resources to shed light on mobility and enable users to solve complex transportation problems. The Company paid total base consideration of approximately $190.8 million in cash and issued $0.9 million in equity and $5.2 million in in-the-money stock options to the former owners of StreetLight. The Company also paid off StreetLight's debt of approximately $1.0 million simultaneously with the consummation of the acquisition. The Company has recorded its final purchase price allocation associated with the acquisition, which is summarized in Note 15- Other Business Combinations.

On November 19, 2021, Jacobs acquired BlackLynx, a provider of high-performance software, to complement Jacobs' portfolio of cyber, intelligence and digital solutions. The Company paid total base consideration of approximately

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

$235.4 million in cash to the former owners of BlackLynx. In conjunction with the acquisition, the Company also paid off BlackLynx's debt of approximately $5.3 million simultaneously with the consummation of the acquisition. The Company has recorded its final purchase price allocation associated with the acquisition, which is summarized in Note 15- Other Business Combinations.

On March 2, 2021, Jacobs completed the strategic investment of a 65% interest in PA Consulting, a UK-based leading innovation and transformation consulting firm. The total consideration paid by the Company was $1.7 billion, funded through cash on hand, proceeds from a new term loan and draws on the Company's existing Revolving Credit Facility. The remaining 35% interest was acquired by PA Consulting employees, whose redeemable noncontrolling interests had a fair value of $582.4 million on the closing date, including subsequent purchase accounting adjustments. PA Consulting is accounted for as a consolidated subsidiary and as a separate operating segment. The Company has recorded its final purchase price allocation associated with the acquisition. See Note 14- PA Consulting Business Combination for more discussion on the investment and Note 9- Borrowings for more discussion on the financing for the transaction.

On November 24, 2020, a subsidiary of Jacobs completed the acquisition of Buffalo Group, a leader in advanced cyber and intelligence solutions which allows Jacobs to further expand its cyber and intelligence solutions offerings to government clients. The Company paid total consideration of $190.1 million, which was comprised of approximately $182.4 million in cash to the former owners of Buffalo Group and contingent consideration of $7.7 million The contingent consideration was subsequently recognized in fiscal 2021 as an offset to selling, general and administrative expense when it was determined no amounts would be paid. In conjunction with the acquisition, the Company assumed the Buffalo Group's debt of approximately $7.7 million. The Company repaid all of the assumed Buffalo Group debt by the end of the first fiscal quarter of 2021. The Company has recorded its final purchase price allocation associated with the acquisition, which is summarized in Note 15- Other Business Combinations.

On April 26, 2019, Jacobs completed the sale of its Energy, Chemicals and Resources ("ECR") business to Worley Limited, a company incorporated in Australia ("Worley"), for a purchase price of $3.4 billion consisting of (i) $2.8 billion in cash plus (ii) 58.2 million ordinary shares of Worley, subject to adjustments for changes in working capital and certain other items (the “ECR sale”). As a result of the ECR sale, substantially all ECR-related assets and liabilities were sold (the "Disposal Group"). We determined that the Disposal Group should be reported as discontinued operations in accordance with ASC 210-05, Discontinued Operations because their disposal represented a strategic shift that had a major effect on our operations and financial results. As such, the financial results of the ECR business are reflected in our Consolidated Statements of Earnings as discontinued operations for all periods presented and all of the ECR business to be sold under the terms of the sale had been conveyed to Worley and as such, no amounts remain held for sale.

2. Significant Accounting Policies

Revenue Accounting for Contracts

Engineering, Procurement & Construction Contracts, Service Contracts and Software Contracts

The Company recognizes engineering, procurement, and construction contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer in accordance with ASC Topic 606, Revenue from Contracts with Customers. Contracts which include engineering, procurement and construction services are generally accounted for as a single deliverable (a single performance obligation) and are no longer segmented between types of services. In some instances, the Company’s services associated with a construction activity are limited to specific tasks such as customer support, consulting or supervisory services. In these instances, the services are typically identified as separate performance obligations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Company recognizes revenue using the percentage-of-completion method, based primarily on contract costs incurred to date compared to total estimated contract costs. The percentage-of-completion method (an input method) is the most representative depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Subcontractor materials, labor and equipment and, in certain cases, customer-furnished materials and labor and equipment are included in revenue and cost of revenue when management believes that the company is acting as a principal rather than as an agent (e.g., the company integrates the materials, labor and equipment into the deliverables promised to the customer or is otherwise primarily responsible for fulfillment and acceptability of the materials, labor and/or equipment). The Company recognizes revenue, but not profit, on certain uninstalled materials that are not specifically produced, fabricated, or constructed for a project. Revenue on these uninstalled materials is recognized when control is transferred. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance obligation being transferred to the client. Under the typical payment terms of our engineering, procurement and construction contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms at periodic intervals (e.g., biweekly or monthly) and customer payments are typically due within 30 to 60 days of billing, depending on the contract.

For service contracts, the Company recognizes revenue over time using the cost-to-cost percentage-of-completion method. Service contracts that include multiple performance obligations are segmented between types of services. For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. In some instances where the Company is standing ready to provide services, the Company recognizes revenue ratably over the service period. Under the typical payment terms of our service contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, and customer payments are typically due within 30 to 60 days of billing, depending on the contract.

Revenue for certain contracts related to the sale of software licenses is recognized at a point in time, typically at the time of delivery, in accordance with ASC 606. The software license sale will be treated as a performance obligation separate and distinct from any related service and maintenance.

Direct costs of contracts include all costs incurred in connection with and directly for the benefit of client contracts, including depreciation and amortization relating to assets used in providing the services required by the related projects. The level of direct costs of contracts may fluctuate between reporting periods due to a variety of factors, including the amount of pass-through costs we incur during a period. 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 “pass-through costs”).

Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described above have been satisfied.

Variable Consideration

The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders; awards and incentive fees; and liquidated damages and penalties. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount. Factors considered in determining whether revenue associated with claims (including change orders in dispute and unapproved change orders in regard to both scope and price) should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. If the requirements for recognizing revenue for claims or unapproved change orders are met, revenue is recorded only when the costs associated with the claims or unapproved change orders have been incurred and only up to the amount of cost incurred which generally represents the amount of consideration that is not probable of reversal.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Company generally provides limited warranties for work performed under its engineering and construction contracts. The warranty periods typically extend for a limited duration following substantial completion of the Company’s work on the project. Historically, warranty claims have not resulted in material costs incurred for which the Company was not compensated for by the customer.

See Note 3- Revenue Accounting for Contracts for further discussion.

Joint Ventures and VIEs

As is common to the industry, we execute certain contracts jointly with third parties through various forms of joint ventures. Although the joint ventures own and hold the contracts with the clients, the services required by the contracts are typically performed by us and our joint venture partners, or by other subcontractors under subcontracting agreements with the joint ventures. Many of these joint ventures are formed for a specific project. The assets of our joint ventures generally consist almost entirely of cash and receivables (representing amounts due from clients), and the liabilities of our joint ventures generally consist almost entirely of amounts due to the joint venture partners (for services provided by the partners to the joint ventures under their individual subcontracts) and other subcontractors. In general, at any given time, the equity of our joint ventures represents the undistributed profits earned on contracts the joint ventures hold with clients. Very few of our joint ventures have employees or third-party debt or credit facilities. The debt held by the joint ventures is non-recourse to the general credit of Jacobs.

The assets of a joint venture are restricted for use to the obligations of the particular joint venture and are not available for general operations of the Company. Our risk of loss on these arrangements is usually shared with our partners. The liability of each partner is usually joint and several, which means that each partner may become liable for the entire risk of loss on the project. Furthermore, on some of our projects, the Company has granted guarantees which may encumber both our contracting subsidiary company and the Company for the entire risk of loss on the project. The Company is unable to estimate the maximum potential amount of future payments that we could be required to make under outstanding performance guarantees related to joint venture projects due to a number of factors, including but not limited to, the nature and extent of any contractual defaults by our joint venture partners, resource availability, potential performance delays caused by the defaults, the location of the projects, and the terms of the related contracts. See Note 18 - Contractual Guarantees, Litigation, Investigations and Insurance for further discussion.

Most of the joint ventures are deemed to be variable interest entities (“VIE”) because they lack sufficient equity to finance the activities of the joint venture. The Company uses a qualitative approach to determine if the Company is the primary beneficiary of the VIE, which considers factors that indicate a party has the power to direct the activities that most significantly impact the joint venture’s economic performance. These factors include the composition of the governing board, how board decisions are approved, the powers granted to the operational manager(s) and partner that holds that position(s), and to a certain extent, the partner’s economic interest in the joint venture. The Company analyzes each joint venture initially to determine if it should be consolidated or unconsolidated.

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

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

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

See Note 8- Joint Ventures, VIEs and Other Investments for further discussion.

Fair Value Measurements

Certain amounts included in the accompanying consolidated financial statements are presented at “fair value.” Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the date fair value is determined (the “measurement date”). When determining fair value, we consider the principal or most advantageous market in which we would transact, and we consider only those assumptions we believe a typical market participant would consider when pricing an asset or liability. In measuring fair value, we use the following inputs in the order of priority indicated:

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than quoted prices in active markets included in Level 1, such as (i) quoted prices for similar assets or liabilities; (ii) quoted prices in markets that have insufficient volume or infrequent transactions (e.g., less active markets); and (iii) model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data for substantially the full term of the asset or liability.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the fair value measurement.

The net carrying amounts of cash and cash equivalents, trade receivables and payables and short-term debt approximate fair value due to the short-term nature of these instruments. See Note 9- Borrowings for a discussion of the fair value of long-term debt.

Certain other assets and liabilities, such as forward contracts and interest rate swap agreements we purchased as cash-flow hedges discussed in Note 17 - Commitments and Contingencies and Derivative Financial Instruments are required to be carried in our Consolidated Financial Statements at Fair Value.

The fair value of the Company’s reporting units (used for purposes of determining whether there is an impairment of the carrying value of goodwill) is determined using an income and market approach. Both approaches require us to make certain estimates and judgments. Under the income approach, fair value is determined by using the discounted cash flows of our reporting units. Under the market approach, the fair values of our reporting units are determined by reference to guideline companies that are reasonably comparable to our reporting units; the fair values are estimated based on the valuation multiples of earnings before taxes, interest, depreciation and amortization associated with the guideline companies. In assessing whether the carrying value of goodwill has been impaired, we utilize the results of both valuation techniques and consider the range of fair values indicated.

With respect to equity-based compensation (i.e., share-based payments), we estimate the fair value of stock options granted to employees and directors using the Black-Scholes option-pricing model. Like all option-pricing models, the Black-Scholes model requires the use of subjective assumptions including (i) the expected volatility of the market price of the underlying stock, and (ii) the expected term of the award, among others. Accordingly, changes in assumptions and any subsequent adjustments to those assumptions can cause different fair values to be assigned to our future stock option awards. For restricted stock awards (including restricted stock units) containing market conditions, compensation expense is based on the fair value of such awards using a Monte Carlo simulation. For restricted stock awards (including restricted stock units) containing service and performance conditions, fair value is based on the closing stock price on the date of grant, adjusted for the expected level of achievement for any performance conditions.

The fair values of the assets owned by the various pension plans that the Company sponsors are determined based on the type of asset, consistent with U.S. GAAP. Equity securities are valued by using market observable data such as quoted prices. Publicly traded corporate equity securities are valued at the last reported sale price on the last business day of the year. Securities not traded on the last business day are valued at the last reported bid price. Fixed income investment funds categorized as Level 2 are valued by the trustee using pricing models that use verifiable observable market data (e.g., interest rates and yield curves observable at commonly quoted intervals), bids provided by brokers or dealers, or quoted prices of securities with similar characteristics. Real estate consists primarily of common or collective trusts, with underlying investments in real estate. These investments are valued using the best information available, including quoted market price, market prices for similar assets when available, internal cash flow estimates discounted at an appropriate interest rate, or independent appraisals, as appropriate. Management values insurance contracts and hedge funds using actuarial assumptions and certain values reported by fund managers.

Fair value measurements relating to our business combinations are made primarily using Level 3 inputs including discounted cash flow and to the extent applicable, Monte Carlo simulation techniques. Fair value for the identified intangible assets is generally estimated using inputs primarily for the income approach using the multiple period excess earnings method and the relief from royalties method. The significant assumptions used in estimating fair value include (i) revenue projections of the business, including profitability, (ii) attrition rates and (iii) the estimated discount rate that reflects the level of risk associated with receiving future cash flows. Other personal property assets, such as furniture, fixtures and equipment, are valued using the cost approach, which is based on replacement or reproduction costs of the asset less depreciation. The fair value of the contingent consideration is estimated using a Monte Carlo simulation and the significant assumptions used include projections of revenues and probabilities of meeting those projections. Key inputs to

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

the valuation of the noncontrolling interests include projected cash flows and the expected volatility associated with those cash flows.

The fair values for the asset groups relating to the impairment assessment of long-lived assets (see Note 10, Leases) were estimated primarily using discounted cash flow models (income approach) with Level 3 inputs. The significant assumptions used in estimating fair value include the expected downtime prior to the commencement of future subleases, projected sublease income over the remaining lease periods and discount rates that reflects the level of risk associated with receiving future cash flows.

The methodologies described above and elsewhere in these Notes to Consolidated Financial Statements may produce a fair value measure that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes Level 3 valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement.

Cash Equivalents

We consider all highly liquid investments with original maturities of less than three months to be cash equivalents. Cash equivalents at September 29, 2023 and September 30, 2022 consisted primarily of money market mutual funds and overnight bank deposits.

Receivables, Contract Assets and Contract Liabilities

Receivables include amounts billed, net and unbilled receivables. Amounts billed, net consist of amounts invoiced to clients in accordance with the terms of our client contracts and are shown net of an allowance for doubtful accounts. We anticipate that substantially all of such billed amounts will be collected over the next twelve months.

Unbilled receivables and other, which represent an unconditional right to payment subject only to the passage of time in connection with our client contracts, are reclassified to amounts billed when they are billed under the terms of the contract. We anticipate that substantially all of such unbilled amounts will be billed and collected over the next twelve months.

Contract assets represent unbilled amounts where the right to payment is subject to more than merely the passage of time and includes performance-based incentives and services provided ahead of agreed contractual milestones. Contract assets are transferred to unbilled receivables when the right to consideration becomes unconditional and are transferred to amounts billed upon invoicing.

Contract liabilities represent amounts billed to clients in excess of revenue recognized to date. We anticipate that substantially all such amounts will be earned over the next twelve months.

Property, Equipment, and Improvements

Property, equipment and improvements are carried at cost, and are shown net of accumulated depreciation and amortization in the accompanying Consolidated Balance Sheets. Depreciation and amortization is computed primarily by using the straight-line method over the estimated useful lives of the assets. The cost of leasehold improvements is amortized using the straight-line method over the lesser of the estimated useful life of the asset or the remaining term of the related lease. Estimated useful lives range from 20 to 40 years for buildings, from 3 to 10 years for equipment and from 2 to 20 years for leasehold improvements.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the cost of an acquired business over the fair value of the net tangible and intangible assets acquired. Goodwill and intangible assets with indefinite lives are not amortized; instead, on an annual basis we test goodwill and intangible assets with indefinite lives for possible impairment. Intangible assets with finite lives are amortized on a straight-line basis over the useful lives of those assets.

For purposes of impairment testing, goodwill is assigned to the applicable reporting units based on the current reporting structure. We have determined that our operating segments are also our reporting units based on management’s conclusion that the components comprising each of our operating segments share similar economic characteristics and meet the aggregation criteria in accordance with ASC 350.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

We perform our annual goodwill impairment assessment as of the first day of the fourth fiscal quarter each year. We begin with the qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value before applying the quantitative assessment described below. If it is determined through the evaluation of events or circumstances that the carrying value may not be recoverable, the Company then compares the fair value of the related reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized. 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.

Impairment of Long-Lived Assets

Our long-lived assets other than goodwill principally consist of right-of-use (ROU) lease assets, property, equipment and improvements, and finite-lived intangible assets. These long-lived assets are evaluated for impairment for each of our asset groups in accordance with ASC 360 by first identifying whether indicators of impairment exist. If such indicators are present, we assess long-lived asset groups for recoverability based on estimated future undiscounted cash flows. For asset groups where the recoverability test fails, the fair value of each asset group is then estimated and compared to its carrying amount. An impairment loss is recognized for the amount by which an asset group’s carrying value exceeds its fair value.

Foreign Currencies

In preparing our Consolidated Financial Statements, it is necessary to translate the financial statements of our subsidiaries operating outside the U.S., which are denominated in currencies other than the U.S. dollar, into the U.S. dollar. In accordance with U.S. GAAP, revenues and expenses of operations outside the U.S. are translated into U.S. dollars using weighted-average exchange rates for the applicable periods being translated while the assets and liabilities of operations outside the U.S. are generally translated into U.S. dollars using period-end exchange rates. The net effect of foreign currency translation adjustments is included in stockholders’ equity as a component of accumulated other comprehensive income (loss) in the accompanying Consolidated Balance Sheets.

Share-Based Payments

We measure the value of services received from employees and directors in exchange for an award of an equity instrument based on the grant-date fair value of the award. The fair value is recognized as a non-cash cost on a straight-line basis over the period the individual provides services, which is typically the vesting period of the award with the exception of awards containing an internal performance measure, such as Earnings Per Share growth and Return on Invested Capital, which is recognized on a straight-line basis over the vesting period subject to the probability of meeting the performance requirements and adjusted for the number of shares expected to be earned. The cost of these awards is recorded in selling, general and administrative expense in the accompanying Consolidated Statements of Earnings.

Concentrations of Credit Risk

Our cash balances and cash equivalents are maintained in accounts held by major banks and financial institutions located in North America, South America, Europe, the Middle East, India, Australia, Africa and Asia. In the normal course of business, and consistent with industry practices, we grant credit to our clients without requiring collateral. Concentrations of credit risk is the risk that, if we extend a significant amount of credit to clients in a specific geographic area or industry, we may experience disproportionately high levels of default if those clients are adversely affected by factors particular to their geographic area or industry. Concentrations of credit risk relative to trade receivables are limited due to our diverse client base, which includes the U.S. federal government and multi-national corporations operating in a broad range of industries and geographic areas. Additionally, in order to mitigate credit risk, we continually evaluate the credit worthiness of our major commercial clients.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Leases

The Company accounts for its leases in accordance with ASC 842, Leases ("ASC 842"). ASC 842 requires lessees to recognize assets and liabilities for most leases. The Company determines if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of an identified asset for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified asset in the contract, and (2) the customer has the right to control the use of the identified asset. Lessees are required to classify leases as either finance or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease.

ASC 842 provided several optional practical expedients for use in transition to and ongoing application of ASC 842. The Company elected to utilize the package of practical expedients in ASC 842-10-65-1(f) that, upon adoption of ASC 842, allows entities to (1) not reassess whether any expired or existing contracts are or contain leases, (2) retain the classification of leases (e.g., operating or finance lease) existing as of the date of adoption and (3) not reassess initial direct costs for any existing leases. The Company did not elect the practical expedient pertaining to the use of hindsight. The Company elected to utilize the practical expedient in ASC 842-10-15-37 in which the Company has chosen to account for each separate lease component of a contract and its associated non-lease components as a single lease component.

The Company’s right-of use assets and lease liabilities relate to real estate, project assets used in connection with long-term construction contracts, IT assets and vehicles. The Company’s leases have remaining lease terms of less than one year to twenty years. The Company’s lease obligations are primarily for the use of office space and are primarily operating leases. Certain of the Company’s leases contain renewal, extension, or termination options. The Company assesses each option on an individual basis and will only include options reasonably certain of exercise in the lease term. The Company generally considers the base term to be the term provided in the contract. None of the Company’s lease agreements contain material options to purchase the leased property, material residual value guarantees, or material restrictions or covenants.

Long-term project asset and vehicle leases (leases with terms greater than twelve months), along with all real estate and IT asset leases, are recorded on the consolidated balance sheet at the present value of the minimum lease payments not yet paid. Because the Company primarily acts as a lessee and the rates implicit in its leases are not readily determinable, the Company generally uses its incremental borrowing rate on the lease commencement date to calculate the present value of future lease payments. Certain leases include payments that are based solely on an index or rate. These variable lease payments are included in the calculation of the ROU asset and lease liability and are initially measured using the index or rate at the lease commencement date. Other variable lease payments, such as payments based on use and for property taxes, insurance, or common area maintenance that are based on actual assessments are excluded from the ROU asset and lease liability and are expensed as incurred. In addition to the present value of the future lease payments, the calculation of the ROU asset also includes any deferred rent, lease prepayments and initial direct costs of obtaining the lease, such as commissions.

Certain lease contracts contain non-lease components such as maintenance and utilities. The Company has made an accounting policy election, as allowed under ASC 842-10-15-37 and discussed above, to capitalize both the lease component and non-lease components of its contracts as a single lease component for all of its right-of-use assets.

Short-term project asset and vehicle leases (project asset and vehicle leases with an initial term of twelve months or less or leases that are cancellable by the lessee and lessor without significant penalties) are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term. The majority of the Company’s short-term leases relate to equipment used on construction projects. These leases are entered into at agreed upon hourly, daily, weekly or monthly rental rates for an unspecified duration and typically have a termination for convenience provision. Such equipment leases are considered short-term in nature unless it is reasonably certain that the equipment will be leased for a term greater than twelve months.

Pensions

We use certain assumptions and estimates in order to calculate periodic pension cost and the value of the assets and liabilities of our pension plans. These assumptions involve discount rates, investment returns, and projected salary increases, among others. Changes in the actuarial assumptions may have a material effect on the plans’ liabilities and the projected pension expense.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

We use a corridor approach to amortize actuarial gains and losses. Under this approach, net gains or losses in excess of ten percent of the larger of the pension benefit obligation or the market-related value of the assets are amortized on a straight-line basis. The period of amortization is the average remaining service of active participants who are expected to receive benefits under certain plans and the average remaining future lifetime of plan participants for certain plans.

We measure our defined benefit plan assets and obligations as of the end of the month closest to their fiscal year end, which is September 30, 2023 as the alternative measurement date in accordance with FASB guidance ASU 2015-04, Compensation Retirement Benefit (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Asset. This guidance allows employers with fiscal year ends that do not coincide with a calendar month end to make an accounting policy election to measure defined benefit plan assets and obligations as of the end of the month closest to their fiscal year end.

Redeemable Noncontrolling Interests

In connection with the PA Consulting investment in March 2021, the Company recorded redeemable noncontrolling interests, representing the interest holders' 35% equity interest in the form of preferred and common shares of PA Consulting. The preferred shares are entitled to a cumulative annual compounding 12% dividend based on the outstanding preferred share subscription price. These 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). The primary inputs and assumptions impacting the fair value of PA Consulting include projections of revenue and earnings before interest, taxes, depreciation and amortization and discount rates applied thereto. Additionally, the Company has an option to call the interests for certain individual shareholders in certain circumstances. Because the interests are redeemable at the option of the holders and not solely within the control of the Company, the Company classified the interests in redeemable noncontrolling interests within its Consolidated Balance Sheet at their redemption values. The optional redemption features may become exercisable no earlier than five years from the March 2, 2021 closing date, or upon the occurrence of certain other events.

The Company has deemed these interests probable of becoming redeemable in the future and requiring their measurement at the greater of (i) the redemption amount that would be paid if settlement occurred at the balance sheet date, or (ii) the historical value resulting from the original acquisition date fair value plus the impact of any earnings or loss attribution amounts, including dividends. The fair value of the PA Consulting redeemable noncontrolling interest is determined using a combination of the income and market approaches. Under the income approach, fair value is determined by using the projected discounted cash flows of PA Consulting. Under the market approach, the fair value is determined by reference to guideline companies that are reasonably comparable to PA Consulting; the fair value is estimated based on the valuation multiples of earnings before interest, taxes, depreciation and amortization.

Further, to the extent redemption values exceed historical values of the interests, changes in redemption amounts are recognized as changes to redeemable noncontrolling interests with an offsetting change in consolidated retained earnings. Additionally, particular to the preference share and in certain circumstances the ordinary share components of redeemable noncontrolling interests, such changes in consolidated retained earnings could also be reflected as a corresponding adjustment to net earnings attributable to Jacobs for purposes of the calculation of consolidated earnings per share attributable to common shareholders.

Income Taxes

We determine our consolidated income tax expense using the asset and liability method prescribed by U.S. GAAP. Under this method, deferred tax assets and liabilities are recognized for the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. Such deferred tax assets and liabilities are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. If and when we determine that a deferred tax asset will not be realized for its full amount, we will recognize and record a valuation allowance with a corresponding charge to earnings. Judgment is required in determining our provision for income taxes. In the normal course of business, we may engage in numerous transactions every day for which the ultimate tax outcome (including the period in which the transaction will ultimately be included in taxable income or deducted as an expense) is uncertain. Additionally, we file income, franchise, gross receipts and similar tax returns in many jurisdictions. Our tax returns are subject to audit and investigation by the Internal Revenue Service, most states in the U.S., and by various government agencies representing many jurisdictions outside the U.S.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Tax Cuts and Jobs Act of 2017 (the "Tax Act") contains a provision which subjects a U.S. parent of a foreign subsidiary to current U.S. tax on its global intangible low–taxed income (“GILTI”). The GILTI income is eligible for a deduction, which lowers the effective tax rate of GILTI to 10.5% for calendar years 2018 through 2025 and 13.125% after 2025. The Company will report the tax impact of GILTI as a period cost when incurred. Accordingly, the Company is not providing deferred taxes for basis differences expected to reverse as GILTI.

Contractual Guarantees, Litigation, Investigations and Insurance

In the normal course of business, we are subject to certain contractual guarantees and litigation. We record in the Consolidated Balance Sheets amounts representing our estimated liability relating to such guarantees, litigation and insurance claims. Guarantees are accounted for in accordance with ASC 460-10, Guarantees, at fair value at the inception of the guarantee. We perform an analysis to determine the level of reserves to establish for both insurance-related claims that are known and have been asserted against us as well as for insurance-related claims that are believed to have been incurred based on actuarial analysis, but have not yet been reported to our claims administrators as of the respective balance sheet dates. We include any adjustments to such insurance reserves in our Consolidated Statements of Earnings. In addition, as a contractor providing services to various agencies of the U.S. federal government, we are subject to many levels of audits, investigations, and claims by, or on behalf of, the U.S. federal government with respect to contract performance, pricing, costs, cost allocations and procurement practices. We adjust revenues based upon the amounts we expect to realize considering the effects of any client audits or governmental investigations.

Business Combinations

U.S. GAAP requires that the purchase price paid for business combinations accounted for using the acquisition method be allocated to the assets and liabilities acquired based on their respective fair values. The Company makes certain estimates and judgments relating to other assets and liabilities acquired as well as any identifiable intangible assets acquired.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires us to employ estimates and make assumptions that affect the reported amounts of certain assets and liabilities; the revenues and expenses reported for the periods covered by the financial statements; and certain amounts disclosed in these Notes to the Consolidated Financial Statements. Although such estimates and assumptions are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available and past experience, actual results could differ significantly from those estimates and assumptions. Our estimates, judgments and assumptions are evaluated periodically and adjusted accordingly.

New Accounting Pronouncements

ASU 2020-04, Reference Rate Reform, (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting is intended to provide relief for entities impacted by reference rate reform and contains provisions and optional expedients designed to simplify requirements around designation of hedging relationships, probability assessments of hedged forecasted transactions and accounting for modifications of contracts that refer to LIBOR or other rates affected by reference rate reform. The guidance is elective and is effective on the date of issuance. ASU 2020-04 is applied prospectively to contract modifications and as of the effective date for existing and new eligible hedging relationships. 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. The adoption of the new guidance in the first quarter of fiscal 2022 allowed the Company to continue its British pound denominated interest rate hedge relationships which previously defined LIBOR as the benchmark interest rate and were amended to replace LIBOR with the Sterling Overnight Index Average rate ("SONIA") in the first quarter of fiscal 2022 and its U.S. dollar denominated interest rate hedge relationships which previously defined LIBOR as the benchmark interest rate and were amended to replace LIBOR with the Secured Overnight Financing Rate ("SOFR") in the second quarter of fiscal 2023.

**3.**Revenue Accounting for Contracts

Disaggregation of Revenues

Our revenues are principally derived from contracts to provide a diverse range of technical, professional, and construction services to a large number of industrial, commercial, and governmental clients. We provide a broad range of engineering, design, and architectural services; construction and construction management services; operations and

F-17

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

maintenance services; and process, scientific, and systems consulting services. We provide our services through offices and subsidiaries located primarily in North America, South America, Europe, the Middle East, India, Australia, Africa, and Asia. We provide our services under cost-reimbursable and fixed-price contracts. Our contracts are with many different customers in numerous industries. Refer to Note 19 - Segment Information for additional information on how we disaggregate our revenues by reportable segment.

The following table further disaggregates our revenue by geographic area for the years ended September 29, 2023, September 30, 2022 and October 1, 2021 (in thousands):

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
Revenues:
United States$10,963,072$9,875,252$9,671,281
Europe3,598,1403,488,3173,140,114
Canada268,466269,386227,692
Asia135,359140,663114,118
India164,212114,23570,772
Australia and New Zealand696,870706,283647,866
Middle East and Africa526,295328,689220,789
Total$16,352,414$14,922,825$14,092,632

The following table presents the revenues earned directly or indirectly from the U.S. federal government and its agencies, expressed as a percentage of total revenues:

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
31%31%33%

Contract Liabilities

Contract liabilities represent amounts billed to clients in excess of revenue recognized to date. Revenue recognized for the year ended September 29, 2023 that was included in the contract liability balance on September 30, 2022 was $504 million. Revenue recognized for the year ended September 30, 2022 that was included in the contract liability balance on October 1, 2021 was $422 million.

Remaining Performance Obligations

The Company’s remaining performance obligations as of September 29, 2023 represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. The Company had approximately $18.7 billion in remaining performance obligations as of September 29, 2023. The Company expects to recognize 53% of our remaining performance obligations within the next twelve months and the remaining 47% thereafter. The majority of the remaining performance obligations after the first twelve months are expected to be recognized over a four-year period.

Although remaining performance obligations reflect business that is considered to be firm, cancellations, scope adjustments, foreign currency exchange fluctuations or project deferrals may occur that impact their volume or the expected timing of their recognition. Remaining performance obligations are adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate.

**4.**Earnings Per Share and Certain Related Information

Basic and Diluted Earnings Per Share

F-18

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Basic and diluted earnings per share (“EPS”) are computed using the two-class method, which is an earnings allocation method that determines EPS for common shares and participating securities. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. Participating securities and common shares have equal rights to undistributed earnings. Net earnings used for the purpose of determining basic and diluted EPS is determined by taking net earnings, less earnings available to participating securities and the preferred redeemable noncontrolling interests redemption value adjustments associated with the PA Consulting transaction in fiscal 2021 and in fiscal 2023.

The following table reconciles the denominator used to compute basic EPS to the denominator used to compute diluted EPS for the years ended September 29, 2023, September 30, 2022 and October 1, 2021 (in thousands):

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
Numerator for Basic and Diluted EPS:
Net earnings attributable to Jacobs from continuing operations$666,619$644,071$467,022
Preferred Redeemable Noncontrolling interests redemption value adjustment (See Note 14- PA Consulting Business Combination)8,340—(57,307)
Net earnings from continuing operations allocated to common stock for EPS calculation$674,959$644,071$409,715
Net (loss) earnings from discontinued operations allocated to common stock for EPS calculation$(842)$(32)$10,008
Net earnings allocated to common stock for EPS calculation$674,117$644,039$419,723
Denominator for Basic and Diluted EPS:
Shares used for calculating basic EPS attributable to common stock126,607128,665130,194
Effect of dilutive securities:
Stock compensation plans6077801,080
Shares used for calculating diluted EPS attributable to common stock127,214129,445131,274
Net Earnings Per Share:
Basic Net Earnings from Continuing Operations Per Share$5.33$5.01$3.15
Basic Net (Loss) Earnings from Discontinued Operations Per Share$(0.01)$—$0.08
Basic Earnings Per Share:$5.32$5.01$3.22
Diluted Net Earnings from Continuing Operations Per Share$5.31$4.98$3.12
Diluted Net (Loss) Earnings from Discontinued Operations Per Share$(0.01)$—$0.08
Diluted Earnings Per Share:$5.30$4.98$3.20

Note: Earnings per share amounts may not add due to rounding

F-19

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Share Repurchases

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 (the "2020 Repurchase Authorization"). In the fourth quarter of fiscal 2021 the Company launched an accelerated share repurchase program by advancing $250 million to a financial institution in a privately negotiated transaction, with final non-cash settlement on the program during the first quarter of fiscal 2022 of 342,054 shares.

The 2020 Repurchase Authorization expired on January 15, 2023. On January 25, 2023, the Company's Board of Directors authorized an incremental share repurchase program of up to $1.0 billion of the Company's common stock, to expire on January 25, 2026 (the "2023 Repurchase Authorization").

The following table summarizes repurchase activity under the 2020 Repurchase Authorization during fiscal 2023 through expiration during the second fiscal quarter of 2023:

Amount Authorized (2020 Repurchase Authorization)Average Price Per Share (1)Shares RepurchasedTotal Shares Retired
$1,000,000,000$113.561,237,6881,237,688

(1)Includes commissions paid and excise tax due under the Inflation Reduction Act of 2022 and calculated at the average price per share.

The following table summarizes the activity under the 2023 Repurchase Authorization during fiscal 2023:

Amount Authorized (2023 Repurchase Authorization)Average Price Per Share (1)Shares RepurchasedTotal Shares Retired
$1,000,000,000$115.041,088,0121,088,012

(1)Includes commissions paid and excise tax due under the Inflation Reduction Act of 2022 and calculated at the average price per share.

As of September 29, 2023, the Company has $874.8 million remaining under the 2023 Repurchase Authorization.

Our share repurchase programs do not obligate the Company to purchase any shares. Share repurchases may be executed through various means including, without limitation, accelerated share repurchases, open market transactions, privately negotiated transactions, purchases pursuant to a Rule 10b5-1 plan or otherwise. The authorization for the share repurchase programs may be terminated, increased or decreased by the Company’s Board of Directors in its discretion at any time. The timing, amount and manner of share repurchases may depend upon market conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, currency fluctuations, the market price of the Company's common stock, other uses of capital and other factors.

Common and Preferred Stock

Jacobs is authorized to issue two classes of capital stock designated “common stock” and “preferred stock” (each has a par value of $1.00 per share). The preferred stock may be issued in one or more series. The number of shares to be included in a series as well as each series’ designation, relative powers, dividend and other preferences, rights and qualifications, redemption provisions and restrictions are to be fixed by the Company’s Board of Directors at the time each series is issued. Except as may be provided by the Company’s Board of Directors in a preferred stock designation, or otherwise provided for by statute, the holders of shares of common stock have the exclusive right to vote for the election of directors and on all other matters requiring stockholder action. The holders of shares of common stock are entitled to dividends if and when declared by the Company’s Board of Directors from whatever assets are legally available for that purpose.

Dividends

On September 28, 2023, the Company’s Board of Directors declared a quarterly dividend of $0.26 per share of the Company’s common stock, which was paid on November 9, 2023, to shareholders of record on the close of business on October 27, 2023. Future dividend declarations are subject to review and approval by the Company’s Board of Directors.

Dividends paid through September 29, 2023 and the preceding fiscal year are as follows:

F-20

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Declaration DateRecord DatePayment DateCash Amount (per share)
July 6, 2023July 28, 2023August 25, 2023$0.26
April 27, 2023May 26, 2023June 23, 2023$0.26
January 25, 2023February 24, 2023March 24, 2023$0.26
September 15, 2022September 30, 2022October 28, 2022$0.23
July 13, 2022July 29, 2022August 26, 2022$0.23
April 28, 2022May 27, 2022June 24, 2022$0.23
January 26, 2022February 25, 2022March 25, 2022$0.23

**5.**Goodwill and Intangibles

As a result of the formation of our new Divergent Solutions operating segment beginning in the first quarter of fiscal 2023, the historical carrying value of a portion of goodwill has been reallocated to this segment based on a relative fair value basis. The carrying value of goodwill associated with continuing operations and appearing in the accompanying Consolidated Balance Sheets September 29, 2023 and September 30, 2022 was as follows (in thousands):

Critical Mission SolutionsPeople & Places SolutionsDivergent SolutionsPA ConsultingTotal
Balance September 30, 2022$2,251,724$3,196,796$576,986$1,159,152$7,184,658
Acquired———11,95611,956
Post-Acquisition Adjustments—(138)—877739
Foreign currency translation and other(6,739)11,53518,726122,651146,173
Balance September 29, 2023$2,244,985$3,208,193$595,712$1,294,636$7,343,526

The following table provides certain information related to the Company’s acquired intangibles in the accompanying Consolidated Balance Sheets for the year ended September 29, 2023 (in thousands):

Customer Relationships, Contracts and BacklogDeveloped TechnologyTrade NamesTotal
Balances, September 30, 2022$1,136,438$88,931$168,683$1,394,052
Amortization(177,821)(15,695)(10,390)(203,906)
Acquired5,537——5,537
Post Acquisition Adjustments(1,409)——(1,409)
Foreign currency translation and other59,6561,55516,45877,669
Balances, September 29, 2023$1,022,401$74,791$174,751$1,271,943
Weighted Average Amortization Period (years)76178

The weighted average amortization period includes the effects of foreign currency translation.

The following table presents estimated amortization expense of intangible assets for fiscal 2024 and for the succeeding years.

F-21

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Fiscal Year(in millions)
2024$203.3
2025202.7
2026180.1
2027148.7
2028140.8
Thereafter396.3
Total$1,271.9

**6.**Other Financial Information

Receivables and contract assets

The following table presents the components of receivables and contract assets appearing in the accompanying Consolidated Balance Sheets at September 29, 2023 and September 30, 2022 as well as certain other related information (in thousands):

September 29, 2023September 30, 2022
Components of receivables:
Amounts billed, net$1,457,333$1,400,088
Unbilled receivables and other1,442,4861,523,249
Contract assets658,987482,044
Total receivables and contract assets, net$3,558,806$3,405,381
Other information about receivables:
Amounts due from the United States federal government included above, net of contract liabilities$802,566$749,323

Property, Equipment and Improvements, Net

The following table presents the components of our property, equipment and improvements, net at September 29, 2023 and September 30, 2022 (in thousands):

September 29, 2023September 30, 2022
Land$477$478
Buildings62,38046,244
Equipment719,167643,805
Leasehold improvements190,257179,187
Construction in progress28,35534,880
1,000,636904,594
Accumulated depreciation and amortization(643,604)(557,918)
$357,032$346,676

F-22

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table presents our property, equipment and improvements, net by geographic area for the years ended September 29, 2023 and September 30, 2022 (in thousands):

For the Years Ended
September 29, 2023September 30, 2022
Property, equipment and improvements, net:
United States$203,358$226,639
Europe108,58787,331
Canada4,8125,210
Asia3,7752,578
India12,5839,659
Australia and New Zealand15,40613,211
Middle East and Africa8,5112,048
Total$357,032$346,676

See discussion in Note 10- Leases, regarding impairments recorded in the years ended September 29, 2023 and September 30, 2022 relating to the Company's real estate lease portfolio and related property, equipment and improvements, net.

Accrued Liabilities

The following table presents the components of accrued liabilities shown in the accompanying Consolidated Balance Sheets at September 29, 2023 and September 30, 2022 (in thousands):

September 29, 2023September 30, 2022
Accrued payroll and related liabilities$842,815$947,547
Project-related accruals27,81428,178
Non project-related accruals and other222,938279,062
Insurance liabilities63,53663,183
Sales and other similar taxes110,19993,500
Dividends payable34,34230,292
Total$1,301,644$1,441,762

F-23

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Accumulated Other Comprehensive Income (Loss)

The following table presents the Company's roll forward of accumulated income (loss) after-tax for the years ended September 29, 2023 and September 30, 2022 (in thousands):

Change in Pension and Retiree Medical Plan LiabilitiesForeign Currency Translation Adjustment (1)Gain/(Loss) on Cash Flow Hedges (2)Total
Balance at October 1, 2021$(394,561)$(407,240)$7,359$(794,442)
Other comprehensive income (loss)87,034(378,800)108,555(183,211)
Reclassifications from other comprehensive income (loss)132—2,3912,523
Balance at September 30, 2022$(307,395)$(786,040)$118,305$(975,130)
Other comprehensive income (loss)(18,485)150,10315,006146,624
Reclassifications from other comprehensive income (loss)188—(29,636)(29,448)
Balance at September 29, 2023$(325,692)$(635,937)$103,675$(857,954)

(1)Included in the overall foreign currency translation adjustment for the years ended September 29, 2023 and September 30, 2022 is $(67.5) million and $144.3 million, respectively, in unrealized gains (losses) on long-term foreign currency denominated intercompany loans not anticipated to be settled in the foreseeable future.

(2)Included in the Company’s cumulative net unrealized gains from interest rate swaps recorded in accumulated other comprehensive income as of September 29, 2023 were approximately $22.6 million in unrealized gains, net of taxes, which are expected to be realized in earnings during the twelve months subsequent to September 29, 2023.

**7.**Income Taxes

The following table presents the components of our consolidated income taxes for continuing operations for years ended September 29, 2023, September 30, 2022 and October 1, 2021 (in thousands):

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
Current income tax (benefit) expense from continuing operations:
Federal$70,895$(35,291)$91,313
State31,0464,52630,886
Foreign171,05579,82238,959
Total current tax expense from continuing operations272,99649,057161,158
Deferred income tax expense (benefit) from continuing operations:
Federal(29,748)56,52635,109
State2,44817,17821,826
Foreign(49,515)38,14256,688
Total deferred tax expense from continuing operations(76,815)111,846113,623
Consolidated income tax expense from continuing operations$196,181$160,903$274,781

Deferred taxes reflect the tax effects of temporary differences between the amounts recorded as assets and liabilities for financial reporting purposes and the comparable amounts recorded for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

The following table presents the components of our net deferred tax (liabilities) assets at September 29, 2023 and September 30, 2022 (in thousands):

F-24

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

September 29, 2023September 30, 2022
Deferred tax assets:
Other employee benefit plans$136,648$138,897
Net operating losses269,412132,999
Foreign tax credit68,87483,697
Lease liability126,893138,635
Unrealized foreign exchange loss32,09046,005
Other16,99611,831
Valuation allowance(200,389)(113,483)
Gross deferred tax assets450,524438,581
Deferred tax liabilities:
Depreciation and amortization(394,332)(431,946)
Lease right of use asset(62,640)(71,658)
Partnership investment(61,614)(52,787)
Hedge investments(34,045)(38,994)
Unrealized foreign exchange gain(31,205)(45,754)
Other(34,715)(35,039)
Gross deferred tax liabilities(618,551)(676,178)
Net deferred tax liabilities$(168,027)$(237,597)

Certain amounts have been reclassified to conform to current year presentation.

A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts. The valuation allowance was $200.4 million at September 29, 2023 and $113.5 million at September 30, 2022. This $86.9 million change in the valuation allowance is attributable primarily to the recording of a $110.0 million valuation allowance against a net operating loss incurred in Australia as a result of the Legacy CH2M Matter settlement offset by the recording of a net operating loss deferred tax asset, a $14.7 million valuation allowance release due to the change in the realizability of foreign tax credits, and a decrease of $8.4 million related to various other items

At September 29, 2023 and September 30, 2022, the domestic and international net operating loss (NOL) carryforwards totaled $964.5 million and $491.3 million, resulting in an NOL deferred tax asset of $269.4 million and $133.0 million, respectively. The Company's net operating losses have various expiration periods between 2024 and indefinite periods. At September 29, 2023, the Company has foreign tax credit carryforwards of $68.9 million, which has a partial valuation allowance of $32.2 million with $29.1 million expected to expire in 2024 and the remaining by 2033.

The following table presents the income tax benefits from continuing operations realized from the exercise of non-qualified stock options and disqualifying dispositions of stock sold under our employee stock purchase plans for the years ended September 29, 2023, September 30, 2022 and October 1, 2021 (in millions):

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
$3.9$2.2$9.9

F-25

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table reconciles total income tax expense from continuing operations using the statutory U.S. federal income tax rate to the consolidated income tax expense for continuing operations shown in the accompanying Consolidated Statements of Earnings for the years ended September 29, 2023, September 30, 2022 and October 1, 2021 (dollars in thousands):

For the Years Ended
September 29, 2023%September 30, 2022%October 1, 2021%
Statutory amount$192,50321.0%$184,03321.0%$146,07821.0%
State taxes, net of the federal benefit23,9012.6%19,3162.2%14,5642.1%
Exclusion of tax on non-controlling interests(6,578)(0.7)%(7,533)(0.9)%(7,999)(1.1)%
Foreign:
Difference in tax rates of foreign operations7,1660.8%(2,516)(0.3)%3,6840.5%
Expense/(benefit) from foreign valuation allowance change(1,305)(0.1)%2,9820.3%2,1480.3%
Nondeductible compensation——%——%48,7277.0%
U.S. tax cost (benefit) of foreign operations78,2168.5%48,8435.6%35,2285.1%
Tax differential on foreign earnings84,0779.2%49,3095.6%89,78712.9%
Foreign tax credits(46,530)(5.1)%(33,734)(3.8)%(25,230)(3.6)%
Tax Rate Change(9,913)(1.1)%3,2100.4%25,5883.7%
Valuation allowance(7,169)(0.8)%(59,121)(6.7)%38,9285.6%
Uncertain tax positions(38,844)(4.2)%(1,439)(0.2)%9780.1%
Other items:
Energy efficient commercial buildings deduction7360.1%(2,681)(0.3)%(3,760)(0.5)%
Disallowed officer compensation7,0810.8%6,0340.7%6,6891.0%
Stock compensation(3,896)(0.4)%(2,168)(0.2)%(9,946)(1.4)%
Other items – net8130.1%5,6770.6%(896)(0.1)%
Total other items4,7340.5%6,8620.8%(7,913)(1.1)%
Taxes on income from continuing operations$196,18121.4%$160,90318.4%$274,78139.5%

The following table presents income tax payments, net made during the years ended September 29, 2023, September 30, 2022 and October 1, 2021 (in millions):

September 29, 2023September 30, 2022October 1, 2021
$204.2$113.9$75.6

The following table presents the components of our consolidated earnings from continuing operations before taxes for the years ended September 29, 2023, September 30, 2022 and October 1, 2021 (in thousands):

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
United States earnings$388,999$415,673$634,820
Foreign earnings527,680460,67460,782
$916,679$876,347$695,602

We do not record a deferred tax liability for unremitted earnings of our foreign subsidiaries to the extent that the earnings meet the indefinite reversal criteria. This criteria is met if the foreign subsidiary has invested, or will invest, the earnings indefinitely. The decision as to the amount of unremitted earnings that we intend to maintain in non-U.S. subsidiaries considers items including, but not limited to, forecasts and budgets of financial needs of cash for working capital, liquidity plans, and expected cash requirements in the U.S. As of September 29, 2023, we had not recognized a deferred tax liability on approximately $179.5 million of undistributed earnings for certain foreign subsidiaries, because these earnings are intended to be indefinitely reinvested. If such earnings were distributed, some countries may impose

F-26

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

additional taxes. The unrecognized deferred tax liability (the amount payable if distributed) is approximately $13.7 million.

The Company has various long-term foreign currency denominated intercompany loans not anticipated to be settled in the foreseeable future. Due to the long-term nature of the loan, the foreign currency gains (losses) resulting from re-measurement are generally recognized as a component of accumulated other comprehensive income (loss). Deferred taxes are not provided on the unrealized gains of approximately $104.7 million because the intercompany loans and the related gains (losses) on the loans denominated in the functional currencies of the subsidiaries are viewed as a part of the Company’s net investment in the subsidiaries and are considered to be indefinitely reinvested by the Company. The unrecognized deferred taxes are approximately $25.7 million as of September 29, 2023.

The Company accounts for unrecognized tax benefits in accordance with ASC Topic 740, Income Taxes. It accounts for interest and penalties on unrecognized tax benefits as interest and penalties reported above the line (i.e., not as part of income tax expense). The Company’s liability for gross unrecognized tax benefits was $33.5 million and $81.9 million at September 29, 2023 and September 30, 2022, respectively, after ASU 2013-11 netting of $5.3 million and $7.0 million, respectively. The main driver of the current year decrease relates to $51.4 million of uncertain tax positions in the U.S. that were effectively settled, which includes a $7.2 million temporary item with no rate impact. At September 29, 2023 and September 30, 2022, if recognized, $33.6 million and $73.5 million, respectively, would affect the Company’s consolidated effective income tax rate. The Company had $37.8 million and $43.5 million in accrued interest and penalties at September 29, 2023 and September 30, 2022, respectively. The Company estimates that, within twelve months, we may realize a decrease in our uncertain tax positions of approximately $11.1 million as a result of concluding various tax audits and closing tax years.

In the normal course of business, the Company is subject to examination by taxing authorities worldwide, including such major jurisdictions as U.S., Australia, and the U.K. As of September 29, 2023, the Company’s FY 2019 through 2022 consolidated U.S. Federal income tax returns and the CH2M Hill Companies Ltd. FY 2009 through 2012 consolidated U.S. Federal income tax returns remain subject to examination. In Australia and the U.K., the consolidated federal tax returns for years 2018 through 2022 are subject to audit by the appropriate taxing authorities. Although the Company believes the reserves established for the tax positions are reasonable, the outcome of tax audits could be materially different, both favorably and unfavorably.

The following table presents the reconciliation of the beginning and ending amount of unrecognized tax benefits, with StreetLight and PA Consulting related impacts added for the years ended September 29, 2023, September 30, 2022 and October 1, 2021 (in thousands):

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
Balance, beginning of year$88,893$113,633$102,484
Acquisitions/Divestitures—1927,639
Additions based on tax positions related to the current year1,1901,1367,088
Additions for tax positions of prior years2,5371,2071,711
Reductions for tax positions of prior years(53,854)(3,672)(4,851)
Settlement—(23,603)(438)
Balance, end of year$38,766$88,893$113,633

As further discussed in Note 14, PA Consulting Business Combination and Note 15, Other Business Combinations, the Company has made several acquisitions and a strategic investment, all of which were accounted for as stock purchases and the tax attributes of the net assets acquired were carried over, with the exception of Buffalo Group, which was treated as an asset acquisition and the net assets were stepped up to fair value.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

**8.**Joint Ventures, VIEs and Other Investments

For consolidated joint ventures, the entire amount of the revenue recognized for services performed and the costs associated with these services, including the services provided by the other joint venture partners, are included in the Company's results of operations. Likewise, the entire amount of each of the assets and liabilities are included in the Company’s consolidated balance sheet. There are no consolidated VIEs that have debt or credit facilities. Summary financial information of consolidated VIEs is as follows (in millions):

September 29, 2023September 30, 2022
Current assets$424.2$353.9
Non-Current assets——
Total assets$424.2$353.9
Current liabilities$279.8$228.1
Total liabilities$279.8$228.1
For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
Revenue$1,431.7$1,253.8$1,037.3
Direct cost of contracts(1,106.5)(985.5)(910.1)
Gross profit325.2268.3127.2
Net earnings$87.3$92.3$84.3

Unconsolidated joint ventures are accounted for under the equity method or proportionate consolidation. Proportionate consolidation is used for joint ventures that include unincorporated legal entities and activities of the joint venture are construction-related. For those joint ventures accounted for under proportionate consolidation, only the Company’s pro rata share of assets, liabilities, revenue, and costs are included in the Company’s balance sheet and results of operations.

For the proportionate consolidated VIEs, the carrying value of assets and liabilities was $132.0 million and $128.9 million as of September 29, 2023, respectively, and $109.3 million and $129.2 million as of September 30, 2022, respectively. For those joint ventures accounted for under the equity method, the Company's investment balances for the joint venture is included in other noncurrent assets: miscellaneous on the balance sheet and the Company’s pro rata share of net income is included in revenue. In limited cases, there are basis differences between the equity in the joint venture and Jacobs' investment created when Jacobs purchased their share of the joint venture. These basis differences are amortized based on an internal allocation to underlying net assets, excluding allocations to goodwill. Our investments in equity method joint ventures on the Consolidated Balance Sheets as of September 29, 2023 and September 30, 2022 were a net asset of $49.6 million and $56.6 million, respectively. During the years ended September 29, 2023, September 30, 2022, and October 1, 2021, we recognized income from equity method joint ventures of $33.6 million, $36.5 million, and $60.9 million, respectively.

Accounts receivable from unconsolidated joint ventures accounted for under the equity method is $16.1 million and $21.1 million as of September 29, 2023 and September 30, 2022, respectively.

During the fiscal year ended October 1, 2021, the Company recorded other-than-temporary impairment charges on its equity method investment in AWE Management Ltd ("AWE"), in the amount of $38.5 million, which were included in miscellaneous income (expense), net in the consolidated statement of earnings. During fiscal year 2022, the contractual operating arrangement with UK Ministry of Defence ("MoD") was terminated which has resulted in the wind down and full impairment of the AWE Joint Venture with immaterial activity expected going forward.

The Company held a cost method investment in C3.ai, Inc. ("C3") and in the first quarter of fiscal 2021, C3 completed an initial public offering and as a result the Company carried its investment in C3 at fair value, with changes reflected in net income as it is an investment in equity securities with a readily determinable fair value based on quoted market prices. During fiscal 2021 and subsequent to the IPO, the Company sold all shares owned in C3. Dividend income, unrealized gains and related realized gains on disposal of these shares of $49.6 million were recognized in miscellaneous income (expense), net, in the Consolidated Statement of Earnings for the year ended October 1, 2021.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

**9.**Borrowings

The following table presents certain information regarding the Company’s long-term debt at September 29, 2023 and September 30, 2022 (dollars in thousands):

Interest RateMaturitySeptember 29, 2023September 30, 2022
Revolving Credit FacilityBenchmark + applicable margin (1) (2)February 2028$10,000$1,105,294
2021 Term Loan Facility - USD PortionBenchmark + applicable margin (1) (3)February 2026120,000200,000
2021 Term Loan Facility - GBP PortionBenchmark + applicable margin (1) (3)September 2025794,170723,580
2020 Term Loan FacilityBenchmark + applicable margin (1) (4)March 2025 (7)854,246882,263
Fixed-rate:
5.9% Bonds, due 20335.9% (5)March 2033500,000—
6.35% Bonds, due 20286.35%August 2028600,000—
Senior Notes, Series A4.27%May 2025 (6)—190,000
Senior Notes, Series B4.42%May 2028 (6)—180,000
Senior Notes, Series C4.52%May 2030 (6)—130,000
Less: Current Portion (7)(51,773)(50,415)
Less: Deferred Financing Fees(13,172)(3,466)
Total Long-term debt, net$2,813,471$3,357,256

(1)During the year ended September 29, 2023, the aggregate principal amounts denominated in U.S. dollars under the Revolving Credit Facility, the 2021 Term loan facility and the 2020 Term Loan Facility (each as defined below) transitioned from underlying LIBOR benchmarked rates to the Term Secured Overnight Financing Rate ("SOFR"). During fiscal 2022, the aggregate principal amounts denominated in British pounds under the Revolving Credit Facility, 2021 Term Loan Facility and 2020 Term Loan Facility transitioned from underlying LIBOR benchmarked rates to Sterling Overnight Index Average ("SONIA") rates.

(2)Depending on the Company’s Consolidated Leverage Ratio or Debt Rating (each as defined in the credit agreement governing the Revolving Credit Facility (defined below)), U.S. dollar denominated borrowings under the Revolving Credit Facility bear interest at either a SOFR rate plus a margin of between 0.975% and 1.725% or a base rate plus a margin of between 0% and 0.625%.The applicable SOFR rates or LIBOR rate for the prior fiscal year end, including applicable margins, at September 29, 2023 and September 30, 2022 were approximately 8.75% and 4.08%. Borrowings denominated in British pounds bear interest at an adjusted SONIA rate plus a margin of between 0.908% and 1.6580%. There were no amounts drawn in British pounds as of September 29, 2023.

(3)Depending on the Company’s Consolidated Leverage Ratio or Debt Rating (each as defined in the credit agreement governing the 2021 Term Loan Facility (defined below)), U.S. dollar denominated borrowings under the 2021 Term Loan Facility bear interest at either a SOFR rate plus a margin of between 0.975% and 1.725% or a base rate plus a margin of between0% and 0.625%. The applicable SOFR or LIBOR rate for the prior fiscal year end, including applicable margins for borrowings denominated in US Dollars at September 29, 2023 and September 30, 2022, was approximately 6.68% and 4.06%. Borrowings denominated in British pounds bear interest at an adjusted SONIA rate plus a margin of between 0.908% and 1.6580%, which was approximately 6.47% and 3.60% at September 29, 2023 and September 30, 2022, respectively.

(4)Depending on the Company’s Consolidated Leverage Ratio or Debt Rating (each as defined in the credit agreement governing the 2020 Term Loan Facility), U.S. dollar denominated borrowings under the 2020 Term Loan Facility bear interest at either a SOFR rate plus a margin of between 0.975% and 1.725% or a base rate plus a margin of between 0% and 0.625%. The applicable SOFR or LIBOR rate for the prior fiscal year end, including applicable margins for borrowings denominated in US Dollars at September 29, 2023 and September 30, 2022 were approximately 6.68% and 4.49%. Borrowings denominated in British pounds bear interest at an adjusted SONIA rate plus a margin between 0.908% and 1.6580%, which was approximately 6.47% and 3.60% at September 29, 2023 and September 30, 2022, respectively.

(5)From and including September 1, 2028 (the “First Step Up Date”), the interest rate payable on the 5.90% Bonds (as defined below) will be increased by an additional 12.5 basis points to 6.025% per annum (the “First Step Up Interest Rate”) unless the Company notifies the Trustee (as defined below) on or before the date that is 15 days prior to the First Step Up Date that the Percentage of Gender Diversity Performance Target (as defined in the First Supplemental Indenture (as defined below)) has been satisfied and receives a related assurance letter verifying such compliance. From and including September 1, 2030 (the “Second Step Up Date”), the interest rate payable on the 5.90% Bonds will be increased by 12.5 basis points to (x) 6.150% per annum if the First Step Up Interest Rate was in effect immediately prior to the Second Step Up Date or (y) 6.025% per annum if the initial interest rate was in effect immediately prior to the Second Step Up Date, unless the Company notifies the Trustee on or before the date that is 15 days prior to the Second Step Up Date that the GHG Emissions Performance Target (as defined in the First Supplemental Indenture) has been satisfied and receives a related assurance letter verifying such compliance.

(6)All amounts due under the Note Purchase Agreement pursuant to which the Senior Notes (each as defined below) were issued were repaid in the first fiscal quarter of 2023.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(7)The current portion of long-term debt is comprised of the 2020 Term Loan quarterly principal repayments of 1.25%, or $9.125 million and £3.125 million, of the aggregate initial principal amount borrowed.

Revolving Credit Facility and Term Loans

The Company and certain of its subsidiaries maintain a sustainability-linked $2.25 billion unsecured revolving credit facility (the “Revolving Credit Facility”) established under a third amended and restated credit agreement, dated February 6, 2023 (the "Revolving Credit Agreement"), among Jacobs and certain of its subsidiaries as borrowers and a syndicate of U.S. and international banks and financial institutions. The credit extensions under the Revolving Credit Facility can be funded in U.S dollars, British Sterling, Euros, Canadian dollars, Australian dollars, Swedish Krona, Singapore dollars and other agreed upon alternative currencies. The Revolving Credit Agreement also provides for a financial letter of credit sub facility of $400.0 million, permits performance letters of credit, and provides for a $100.0 million sub facility for swing line loans. Letters of credit are subject to fees based on the Company’s Consolidated Leverage Ratio and Debt Rating, whichever is more favorable to the Company.

The Revolving Credit Agreement amended and restated the second amended restated credit agreement dated March 27, 2019, by and among JEGI and certain of its subsidiaries and a syndicate of banks and financial institutions, in order to, among other things, (a) extend the maturity date of the Revolving Credit Facility to February 6, 2028, (b) replace and adjust interest rates based on market conditions and incorporate a sustainability-linked pricing adjustment, (c) revise the commitment fee on the unused portion of the facility to a range of 0.10% to 0.25% depending on the higher of the pricing level associated with JEGI's Debt Rating or the Consolidated Leverage Ratio, (d) increase the Consolidated Leverage Ratio financial covenant to 3.50:1.00 (subject to temporary increases to 4.00:1.00 following the closing of certain material acquisitions), (e) eliminate the net worth financial covenant and (f) add the Company as a guarantor of the obligations of JEGI and its subsidiaries under the Revolving Credit Agreement.

The Company and JEGI maintain an unsecured delayed draft term loan facility (the “2021 Term Loan Facility”) established under an amended and restated term loan agreement dated February 6, 2023 (the "Amended and Restated Term Loan Agreement"), by and among the Company and JEGI and a syndicate of banks and financial institutions. JEGI borrowed $200.0 million and £650.0 million of term loans under the 2021 Term Loan Facility and the proceeds of such term loans were used primarily to fund JEGI's investment in PA Consulting. The Amended and Restated Term Loan Agreement amends and restates the term loan agreement dated January 15, 2021, by and among JEGI and a syndicate of U.S. banks and financial institutions to, among other things: (a) extend the maturity date of the U.S. dollar term loan to February 6, 2026 and the British sterling term loan to September 1, 2025, (b) replace and adjust interest rates based on market conditions and incorporate a sustainability-linked pricing adjustment, (c) increase the Consolidated Leverage Ratio financial covenant to 3.50:1.00 (subject to temporary increases to 4.00:1.00 following the closing of certain material acquisitions), (d) eliminate the net worth financial covenant, and (e) add Jacobs as a guarantor of the obligations of JEGI under the Amended and Restated Term Loan Agreement.

During the fourth quarter of fiscal 2023, the Company repaid $80.0 million of the USD portion of the 2021 Term Loan Facility.

On March 25, 2020, JEGI and Jacobs U.K., a wholly owned subsidiary of JEGI, entered into a term loan agreement (the "2020 Term Loan Agreement") with a syndicate of banks and financial institutions, which provides for an unsecured term loan facility (the “2020 Term Loan Facility”). Under the 2020 Term Loan Facility, JEGI borrowed an aggregate principal amount of $730.0 million and Jacobs U.K. borrowed an aggregate principal amount of £250.0 million. The proceeds of the term loans were used to repay an existing term loan with a maturity date of June 2020 and for general corporate purposes. On February 6, 2023, the 2020 Term Loan Agreement was amended to, among other things: (a) replace and adjust interest rates based on market conditions and incorporate a sustainability-linked pricing adjustment, (b) increase the Consolidated Leverage Ratio financial covenant to 3.50:1.00 (subject to temporary increases to 4.00:1.00 following the closing of certain material acquisitions), (c) eliminate the net worth financial covenant, and (d) add Jacobs as a guarantor of the obligations of JEGI and Jacobs U.K.

The 2020 Term Loan Facility and the 2021 Term Loan Facility are together referred to as the "Term Loan Facilities".

In the fourth quarter of fiscal 2022, the Revolving Credit Facility and Term Loan Facilities were amended to permit the Holding Company Reorganization.

F-30

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

We were in compliance with the covenants under the Revolving Credit Facility and Term Loan Facilities at September 29, 2023.

5.90% Bonds, due 2033

On February 16, 2023, JEGI completed an offering of $500 million aggregate principal amount of 5.90% Bonds due 2033 (the “5.90% Bonds”). The 5.90% Bonds are fully and unconditionally guaranteed by the Company (the “Guarantee”). The 5.90% Bonds and the Guarantee were offered pursuant to a prospectus supplement, dated February 13, 2023, to the prospectus dated February 6, 2023, that forms a part of the Company's and JEGI’s automatic shelf registration statement on Form S-3ASR previously filed with the Securities and Exchange Commission, and were issued pursuant to an Indenture, dated as of February 16, 2023, between JEGI, as issuer, the Company, as guarantor, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of February 16, 2023 (the “First Supplemental Indenture”). Interest on the 5.90% Bonds is payable semi-annually in arrears on each March 1 and September 1, commencing on September 1, 2023, until maturity. The 5.90% Bonds bear interest at 5.9% per annum, subject to adjustments as discussed in note (5) to the table above.

Prior to December 1, 2032 (the “5.90% Bonds Par Call Date”), JEGI may redeem the 5.90% Bonds at its option, in whole or in part, at any time and from time to time, at the redemption price calculated by JEGI (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the 5.90% Bonds being redeemed, assuming that such 5.90% Bonds matured on the 5.90% Bonds Par Call Date, discounted to the redemption date on a semiannual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the First Supplemental Indenture) plus 35 basis points, less (b) interest accrued to the redemption date, and (2) 100% of the principal amount of such 5.90% Bonds to be redeemed, plus, in either case, accrued and unpaid interest on the 5.90% Bonds, if any, to, but excluding, the redemption date. At any time and from time to time on or after the 5.90% Bonds Par Call Date, JEGI may redeem the 5.90% Bonds, at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of the 5.90% Bonds to be redeemed, plus accrued and unpaid interest thereon, if any, up to, but excluding, the redemption date.

6.35% Bonds, due 2028

On August 18, 2023, JEGI completed an offering of $600 million aggregate principal amount of 6.35% Bonds due 2028 (the “6.35% Bonds”). The 6.35% Bonds are fully and unconditionally guaranteed by the Company (the “Guarantee”). The 6.35% Bonds and the Guarantee were offered pursuant to a prospectus supplement, dated August 15, 2023, to the prospectus dated February 6, 2023, that forms a part of the Company and JEGI’s automatic shelf registration statement on Form S-3ASR previously filed with the Securities and Exchange Commission, and were issued pursuant to an Indenture, dated as of February 16, 2023, between JEGI, as issuer, the Company, as guarantor, and the Trustee, as amended and supplemented by the Second Supplemental Indenture, dated as of August 18, 2023 (the “Second Supplemental Indenture”). Interest on the 6.35% Bonds is payable semi-annually in arrears on each February 18 and August 18, commencing on February 18, 2024, until maturity. The Notes will bear interest at a rate of 6.35% per annum and will mature on August 18, 2028. The 6.35% Bonds bear interest at 6.35% per annum.

Prior to July 18, 2028 (the “6.35% Bonds Par Call Date”), JEGI may redeem the Notes at its option, in whole or in part, at any time and from time to time, at the redemption price calculated by JEGI (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the 6.35% Bonds being redeemed, assuming that such 6.35% Bonds matured on the 6.35% Bonds Par Call Date, discounted to the redemption date on a semiannual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the Second Supplemental Indenture) plus 30 basis points, less (b) interest accrued to the redemption date, and (2) 100% of the principal amount of such 6.35% Bonds to be redeemed, plus, in either case, accrued and unpaid interest on the 6.35% Bonds, if any, to, but excluding, the redemption date. At any time and from time to time on or after the 6.35% Bonds Par Call Date, JEGI may redeem the 6.35% Bonds, at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of the 6.35% Bonds to be redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.

Senior Notes, Series A, B and C

F-31

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

On March 12, 2018, the Company entered into a note purchase agreement (as amended, the "Note Purchase Agreement") with respect to the issuance and sale in a private placement transaction of $500.0 million in the aggregate principal amount of the Company’s senior notes in three series (collectively, the “Senior Notes”). In connection with the Holding Company Reorganization, which was completed in August 2022, the Company launched an offer to repurchase its outstanding Senior Notes at par plus accrued and unpaid interest, and without any make-whole premium. In fiscal first quarter 2023, the Company repurchased $481 million of Senior Notes held by holders who accepted the offer with proceeds from the Revolving Credit Facility. In December 2022, the Company repurchased the remaining $19 million of Senior Notes.

We believe the carrying value of the Revolving Credit Facility, the Term Loan Facilities and other debt approximates fair value based on the interest rates and scheduled maturities applicable to the outstanding borrowings. At September 29, 2023, the fair value of the 5.9% Bonds and the 6.35% Bonds is estimated to be $475.7 million and $598.4 million, respectively, based on Level 2 inputs. The fair value is determined by discounting future cash flows using interest rates available for issuances with similar terms and average maturities.

Other Arrangements

The Company has issued $0.9 million in letters of credit under the Revolving Credit Facility, leaving $2.24 billion of available borrowing capacity under the Revolving Credit Facility at September 29, 2023. In addition, the Company had issued $321.1 million under separate, committed and uncommitted letter-of-credit facilities for total issued letters of credit of $322.0 million at September 29, 2023.

During fiscal 2022, the Company entered into two treasury lock agreements with an aggregate notional value of $500.0 million to manage its expected interest rate exposure in anticipation of issuing up to $500 million of fixed rate debt. On February 13, 2023 and with the issuance of the 5.90% Bonds, the Company settled these treasury lock agreements. See Note 17- Commitments and Contingencies and Derivative Financial Instruments for more discussion around this transaction.

During fiscal 2020, the Company entered into interest rate and cross currency derivative contracts to swap a portion of our variable rate debt to fixed rate debt. See Note 17 - Commitments and Contingencies and Derivative Financial Instruments for discussion regarding the Company's derivative instruments.

The following table presents the amount of interest paid by the Company during September 29, 2023, September 30, 2022 and October 1, 2021 (in thousands):

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
$207,604$88,031$54,860

**10.**Leases

The components of lease expense (reflected in selling, general and administrative expenses) for the years ended September 29, 2023, September 30, 2022 and October 1, 2021 were as follows (in thousands):

September 29, 2023September 30, 2022October 1, 2021
Lease cost
Operating lease cost$141,116$151,134$160,026
Variable lease cost37,37536,63131,727
Sublease income(17,972)(15,207)(12,359)
Total lease cost$160,519$172,558$179,394

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Supplemental information related to the Company's leases for the years ended September 29, 2023 and September 30, 2022 was as follows (in thousands):

September 29, 2023September 30, 2022
Cash paid for amounts included in the measurements of lease liabilities$182,831$229,275
Right-of-use assets obtained in exchange for new operating lease liabilities$76,210$38,110
Weighted average remaining lease term - operating leases5.9 years6.3 years
Weighted average discount rate - operating leases3.2%2.8%

Total remaining lease payments under the Company's leases for each of the succeeding years is as follows (in thousands):

Fiscal YearOperating Leases
2024$172,405
2025142,232
2026118,411
202797,226
202880,278
Thereafter156,537
767,089
Less Interest(71,782)
$695,307

Right-of-Use and Other Long-Lived Asset Impairment

During fiscal 2023 and 2022, as a result of the Company's transformation initiatives, including the changing nature of the Company's use of office space for its workforce, the Company evaluated its existing real estate lease portfolio. These initiatives resulted in the abandonment of certain leased office spaces and the establishment of a formal plan to sublease certain other leased spaces that will no longer be utilized by the Company. In connection with the Company’s actions related to these initiatives, the Company evaluated certain of its lease right-of-use assets and related property, equipment and leasehold improvements for impairment under ASC 360.

As a result of the analysis, the Company recognized impairment losses of $48.2 million and $78.3 million for the fiscal years ended September 29, 2023 and September 30, 2022, respectively, which are included in selling, general and administrative expenses in the accompanying statements of earnings. The impairment losses recorded include $42.2 million and $60.7 million related to right-of-use lease assets and $6.0 million and $17.7 million related to other long-lived assets, including property, equipment & improvements and leasehold improvements for the fiscal years ended September 29, 2023 and September 30, 2022, respectively.

The fair values for the asset groups relating to the impaired long-lived assets were estimated primarily using discounted cash flow models (income approach) with Level 3 inputs. The significant assumptions used in estimating fair value include the expected downtime prior to the commencement of future subleases, projected sublease income over the remaining lease periods and discount rates that reflect the level of risk associated with receiving future cash flows.

**11.**Employee Stock Purchase and Stock Incentive Plans

Employee Stock Purchase Plans

Under the Company's stock purchase plans, eligible employees who elect to participate in these plans are granted the right to purchase shares of the common stock of Jacobs at a discount that is limited to 5% of the per-share market value on the day shares are sold to employees.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table summarizes the stock issuance activity under the plans for the fiscal years ended September 29, 2023, September 30, 2022 and October 1, 2021:

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
Aggregate Purchase Price Paid for Shares Sold (in thousands):$40,195$38,648$32,149
Aggregate Number of Shares Sold:355,007302,429287,587

At September 29, 2023, there remains 2,520,441 shares reserved for issuance under the Company's stock purchase plans.

Stock Incentive Plans

We also sponsor the 2023 Stock Incentive Plan, as amended and restated (the "2023 SIP") and the 1999 Outside Director Stock Plan, as amended and restated (the "1999 ODSP") as well as the StreetLight 2011 Stock Plan (the "StreetLight Plan"). The 2023 SIP provides for the issuance of incentive stock options, non-qualified stock options, share appreciation rights ("SARs"), restricted stock and restricted stock units to employees. The 1999 ODSP provides for awards of shares of common stock, restricted stock, restricted stock units and grants of non-qualified stock options to our outside (i.e., nonemployee) directors. Together the 2023 SIP and 1999 ODSP plans are known as the "Stock Incentive Plans". The StreetLight Plan provides for the issuance of incentive stock options, nonstatutory stock options and restricted stock to employees. The StreetLight Plan is frozen for new awards effective February 4, 2022. The following table sets forth certain information about the Stock Incentive Plans:

2023 SIP1999 ODSPTotal
Number of shares authorized29,850,0001,100,00030,950,000
Number of remaining shares reserved for issuance at September 29, 20233,151,532204,2813,355,813
Number of shares relating to outstanding stock options at September 29, 202361,12557,225118,350
Number of shares available for future awards:
At September 29, 20233,090,407147,0563,237,463
At September 30, 20223,886,740161,0874,047,827

Effective September 28, 2012 until January 23, 2023, all grants of shares under the predecessor to the 2023 SIP were issued on a fungible basis. An award other than an option or SAR was granted on a 1.92-to-1.00 basis (“Fungible”). An award of an option or SAR is granted on a 1-to-1 basis (“Not Fungible”). Effective January 24, 2023, at which time the 2023 SIP was adopted, all awards are granted on a 1-to-1 basis.

At September 29, 2023, the amount of compensation cost relating to non-vested awards not yet recognized in the financial statements is approximately $126.3 million. The majority of these unrecognized compensation costs will be recognized by the third quarter of fiscal 2026. The weighted average remaining contractual term of options currently exercisable is 2.7 years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Stock Options

The following table summarizes the stock option activity for the years ended September 29, 2023, September 30, 2022 and October 1, 2021:

Number of Stock OptionsWeighted Average Exercise Price
Outstanding at October 2, 2020706,489$45.91
Exercised(130,030)$47.07
Cancelled or expired(2,475)$45.18
Outstanding at October 1, 2021573,984$45.65
Granted (1)150,951$12.79
Exercised(284,502)$43.56
Cancelled or expired(1,084)$21.34
Outstanding at September 30, 2022439,349$35.77
Exercised(215,649)$40.61
Cancelled or expired(6,219)$19.73
Outstanding at September 29, 2023217,481$31.43

(1) Included in the fiscal 2022 amounts granted are options issued related to a recent business combination with strike prices lower than the then-current share price in order to derive a certain value.

Cash received from the exercise of stock options, net of tax remitted, during the year ended September 29, 2023 was $7.5 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Stock options outstanding at September 29, 2023 consisted of incentive stock options and non-qualified stock options. The following table presents the total intrinsic value of stock options exercised for the fiscal years ended September 29, 2023, September 30, 2022 and October 1, 2021 (in thousands):

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
$17,635$28,149$9,693

The total intrinsic value of stock options exercisable at September 29, 2023 was approximately $18.4 million. The following table presents certain other information regarding our 2023 SIP, 1999 OSDP and StreetLight Plan for the fiscal years ended September 29, 2023, September 30, 2022 and October 1, 2021:

September 29, 2023September 30, 2022October 1, 2021
At fiscal year end:
Range of exercise prices for options exercisable (1)$5.64–$60.43$5.64–$60.43$37.03–$60.43
Number of options exercisable180,911367,624573,984
For the fiscal year:
Range of prices relating to options exercised$7.05–$60.43$11.27-$60.43$32.51-$60.43

(1) Included in the fiscal 2022 amounts granted are options issued related to a recent business combination with strike prices lower than the then-current share price in order to derive a certain value.

The following table presents certain information regarding stock options outstanding at September 29, 2023:

September 29, 2023
Options Outstanding
Range of Exercise PricesNumberWeighted Average Remaining Contractual Life (years)Weighted Average Price
$0.00 - $37.0399,1316.49$12.57
$37.03 - $46.0971,7501.88$41.80
$46.09 - $55.1331,3750.65$53.19
$55.13 - $80.6315,2250.42$60.43
217,4813.70$31.43

The 1999 ODSP, the 2023 SIP, and the StreetLight Plan allow participants to satisfy the exercise price of stock options by tendering shares of Jacobs common stock that have been owned by the participants for at least six months. Shares tendered are retired, canceled, and shown as repurchases of common stock in the accompanying Consolidated Statements of Stockholders’ Equity. The weighted average remaining contractual term of options currently exercisable is 2.9 years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Restricted Stock

The following table presents the number of shares of restricted stock and restricted stock units issued as common stock under the 2023 SIP and the StreetLight Plan for the years ended September 29, 2023, September 30, 2022 and October 1, 2021:

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
Restricted stock—818—
Restricted stock units (service condition)996,345290,582380,722
Restricted stock units (service and performance conditions)126,595176,470181,132

The amount of restricted stock units issued for awards with performance conditions in the above table are issued based on performance against the target amount. The number of shares ultimately issued, which could be greater or less than target, will be based on achieving specific performance conditions related to the awards as well as achieving the service condition required for the restricted stock units to vest.

The following table presents the fair value of shares of the 2023 SIP and the StreetLight Plan (of restricted stock and restricted stock units) vested for the years ended September 29, 2023, September 30, 2022 and October 1, 2021 (in thousands):

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
Restricted Stock and Restricted Stock Units (service condition)$32,255$23,077$20,374
Restricted Stock Units (service, market, and performance conditions at target)22,06022,67826,495
Total$54,315$45,755$46,869

The following table presents the number and weighted average grant-date fair value of restricted stock and restricted stock units at September 29, 2023:

Number of SharesWeighted Average Grant-Date Fair Value
Outstanding at September 30, 20221,375,429$110.64
Granted1,192,105$122.41
Vested(543,827)$102.14
Canceled(133,559)$121.89
Outstanding at September 29, 20231,890,148$119.71

The following table presents the number of shares of restricted stock and restricted stock units canceled and withheld for taxes under the 2023 SIP for the years ended September 29, 2023, September 30, 2022 and October 1, 2021:

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
Restricted stock———
Restricted stock units (service condition)94,24957,366201,967
Restricted stock units (service and performance conditions)39,29531,966218,520

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The amount of unvested restricted stock units canceled for awards with service and performance conditions in the above table is based on the service period achieved and performance against the target amount.

The restrictions attached to restricted stock and restricted stock units generally relate to the recipient’s ability to sell or otherwise transfer the stock or stock units. There are also restrictions that subject the stock and stock units to forfeiture back to the Company until earned by the recipient through continued employment or service.

The following table provides the number of restricted stock units outstanding at September 29, 2023 under the 2023 SIP.

September 29, 2023
Restricted stock—
Restricted stock units (service condition)1,341,150
Restricted stock units (service and performance conditions)488,588

The following table presents the number of shares of restricted stock and restricted stock units issued under the 1999 ODSP for the years ended September 29, 2023, September 30, 2022 and October 1, 2021:

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
Restricted stock units (service condition)14,03113,78517,680

No shares of restricted stock were issued under the 1999 ODSP during such periods.

The following table provides the number of shares of restricted stock and restricted stock units outstanding at September 29, 2023 under the 1999 ODSP:

September 29, 2023
Restricted stock—
Restricted stock units (service condition)60,359

All shares granted under the 1999 ODSP are issued on a 1-to-1 basis.

**12.**Savings and Deferred Compensation Plans

Savings Plans

We sponsor various defined contribution savings plans which allow participants to make voluntary contributions by salary deduction. Such plans cover substantially all of our domestic, nonunion employees in the U.S. and are qualified under Section 401(k) of the U.S. Internal Revenue Code. Similar plans outside the U.S. cover various groups of employees of our international subsidiaries and affiliates. Several of these plans allow the Company to match, on a voluntary basis, a portion of the employee contributions. The following table presents the Company’s contributions to these savings plans for the years ended September 29, 2023, September 30, 2022 and October 1, 2021 (in thousands):

September 29, 2023September 30, 2022October 1, 2021
$203,438$184,399$132,865

Deferred Compensation Plans

Our non-qualified deferred compensation programs provide benefits payable to directors, officers, and certain key employees or their designated beneficiaries at specified future dates, upon retirement, or death. The plans are unfunded; therefore, benefits are paid from the general assets of the Company. Participants' cash deferrals earn a return based on the participants' selection of investments in several hypothetical investment options. Participants are also able to defer stock

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

based compensation in the plans, which must remain invested in Company stock and are distributed in shares of Jacobs common stock. Since no investment diversification is permitted, changes in the fair value of Jacobs' common stock are not recognized. For the deferred compensation held in company stock, the number of shares needed to settle the liability is included in the denominator in both the basic and diluted earnings per share calculations. The following table presents the amount charged to expense for the Company’s deferred compensation plans for the years ended September 29, 2023, September 30, 2022 and October 1, 2021 (in thousands):

September 29, 2023September 30, 2022October 1, 2021
$4,679$1,697$2,900

The following table presents the amount relating to assets held as deferred compensation arrangement investments for the years ended September 29, 2023 and September 30, 2022 (in thousands):

September 29, 2023September 30, 2022
Deferred compensation arrangement investments$168,615$165,118

Deferred compensation arrangement investments are comprised primarily of the cash surrender value of life insurance policies and pooled-investment funds. The fair value of the pooled investment funds is derived using Level 2 inputs.

**13.**Pension and Other Postretirement Benefit Plans

Company-Only Sponsored Plans

We sponsor various defined benefit pension and other post retirement plans covering employees of certain U.S. and international subsidiaries. The pension plans provide pension benefits that are based on the employee’s compensation and years of service. Our funding policy varies by country and plan according to applicable local funding requirements and plan-specific funding agreements.

The accounting for pension and other post-retirement benefit plans requires the use of assumptions and estimates in order to calculate periodic benefit cost and the value of the plans’ assets and benefit obligations. These assumptions include discount rates, investment returns, and projected salary increases, among others. The discount rates used in valuing the plans' benefit obligations were determined with reference to high quality corporate and government bonds that are appropriately matched to the duration of each plan's obligations. The expected long-term rate of return on plan assets is generally based on using country-specific simulation models which select a single outcome for expected return based on the target asset allocation. The expected long-term rates of return used in the valuation are the annual average returns generated by these assumptions over a 20-year period for each asset class based on the expected long-term rate of return of the underlying assets.

The following table sets forth the changes in the plans’ combined net benefit obligation (segregated between plans existing within and outside the U.S.) for the years ended September 29, 2023 and September 30, 2022 (in thousands):

U.S. PlansNon-U.S. Plans
September 29, 2023September 30, 2022September 29, 2023September 30, 2022
Net benefit obligation at the beginning of the year$299,503$404,820$1,365,466$2,375,640
Service cost1402366,9266,480
Interest cost15,62910,35074,07742,328
Participants’ contributions——143249
Actuarial gains (1)(6,533)(85,067)(176,207)(651,798)
Benefits paid(26,887)(25,565)(76,739)(74,378)
Curtailments/settlements/plan amendments—(5,271)(1,313)(2,641)
Effect of exchange rate changes and other, net——107,908(330,414)
Net benefit obligation at the end of the year$281,852$299,503$1,300,261$1,365,466

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(1)Actuarial gains primarily driven by change in discount rates.

The following table sets forth the changes in the combined Fair Value of the plans’ assets (segregated between plans existing within and outside the U.S.) for the years ended September 29, 2023 and September 30, 2022 (in thousands):

U.S. PlansNon-U.S. Plans
September 29, 2023September 30, 2022September 29, 2023September 30, 2022
Fair value of plan assets at the beginning of the year$286,193$385,521$1,297,625$2,203,495
Actual returns (losses) on plan assets18,310(68,585)(103,324)(557,972)
Employer contributions859328,99133,032
Participants’ contributions——143249
Gross benefits paid(27,005)(25,565)(77,070)(74,378)
Curtailments/settlements/plan amendments—(5,271)(1,313)(2,641)
Effect of exchange rate changes and other, net——97,973(304,160)
Fair value of plan assets at the end of the year$277,583$286,193$1,243,025$1,297,625

During fiscal 2023 and 2022, the Company incurred combined curtailment and settlement losses on our defined benefit plans of approximately $0.2 million and $0.1 million, respectively.

The following table reconciles the combined funded statuses of the plans recognized in the accompanying Consolidated Balance Sheets at September 29, 2023 and September 30, 2022 (segregated between plans existing within and outside the U.S.) (in thousands):

U.S. PlansNon-U.S. Plans
September 29, 2023September 30, 2022September 29, 2023September 30, 2022
Net benefit obligation at the end of the year$281,852$299,503$1,300,261$1,365,466
Fair value of plan assets at the end of the year277,583286,1931,243,0251,297,625
Underfunded amount recognized at the end of the year$4,269$13,310$57,236$67,841

The following table presents the accumulated benefit obligation at September 29, 2023 and September 30, 2022 (segregated between plans existing within and outside the U.S.) (in thousands):

U.S. PlansNon-U.S. Plans
September 29, 2023September 30, 2022September 29, 2023September 30, 2022
Accumulated benefit obligation at the end of the year$280,956$299,347$1,285,980$1,355,717

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table presents the amounts recognized in the accompanying Consolidated Balance Sheets at September 29, 2023 and September 30, 2022 (segregated between plans existing within and outside the U.S.) (in thousands):

U.S. PlansNon-U.S. Plans
September 29, 2023September 30, 2022September 29, 2023September 30, 2022
Prepaid benefit cost included in noncurrent assets$758$—$57,678$54,897
Accrued benefit cost included in current liabilities80835,1824,359
Accrued benefit cost included in noncurrent liabilities4,94713,227109,732118,379
Net amount recognized at the end of the year$4,269$13,310$57,236$67,841

The following table presents the significant actuarial assumptions used in determining the funded statuses and the following year's benefit cost of the Company’s U.S. plans for the years ended September 29, 2023, September 30, 2022 and October 1, 2021:

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
Discount rates5.8% to 5.9%4.2% to 5.5%2.3% to 2.8%
Rates of compensation increases3.5%3.5%3.5%
Expected long-term rates of return on assets4.8% to 7.0%5.5% to 6.4%4.7% to 5.1%

The following table presents the significant actuarial assumptions used in determining the funded statuses and the following year's benefit cost of the Company’s non-U.S. plans for the years ended September 29, 2023, September 30, 2022 and October 1, 2021:

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
Discount rates3.8% to 6.9%2.4% to 7.4%0.6% to 6.6%
Rates of compensation increases2.8% to 9.0%2.5% to 9.0%2.4% to 7.5%
Expected long-term rates of return on assets5.3% to 7.6%3.3% to 7.5%2.0% to 7.0%

The following table presents certain amounts relating to our U.S. plans recognized in accumulated other comprehensive (gain) loss at September 29, 2023, September 30, 2022 and October 1, 2021 (in thousands):

September 29, 2023September 30, 2022October 1, 2021
Arising during the period:
Net actuarial (gains) losses$(4,032)$578$(25,109)
Prior service cost———
Total(4,032)578(25,109)
Reclassification adjustments:
Net actuarial gains (losses)1,335(2,157)(3,204)
Prior service benefit(324)(324)(325)
Total1,011(2,481)(3,529)
Total$(3,021)$(1,903)$(28,638)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table presents certain amounts relating to our non-U.S. plans recognized in accumulated other comprehensive (gain) loss at September 29, 2023, September 30, 2022 and October 1, 2021 (in thousands):

September 29, 2023September 30, 2022October 1, 2021
Arising during the period:
Net actuarial losses (gains)$27,188$(78,705)$(65,547)
Prior service cost———
Total27,188(78,705)(65,547)
Reclassification adjustments:
Net actuarial losses(4,802)(5,492)(8,761)
Prior service benefit(1,068)(1,066)(1,219)
Total(5,870)(6,558)(9,980)
Total$21,318$(85,263)$(75,527)

The following table presents certain amounts relating to our plans recorded in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost at September 29, 2023 and September 30, 2022 (segregated between U.S. and non-U.S. plans) (in thousands):

U.S. PlansNon-U.S. Plans
September 29, 2023September 30, 2022September 29, 2023September 30, 2022
Net actuarial losses$34,940$37,638$269,671$248,716
Prior service cost37369720,70820,344
Total$35,313$38,335$290,379$269,060

The following table presents the amount of accumulated comprehensive income that will be amortized against earnings as part of our net periodic benefit cost in fiscal 2024 based on 2023 exchange rates (segregated between U.S. and non-U.S. plans) (in thousands):

U.S. PlansNon-U.S. Plans
Unrecognized net actuarial (gains) losses$(1,384)$7,261
Unrecognized prior service cost4311,488
Accumulated comprehensive (gains) losses to be recorded against earnings$(953)$8,749

We consider various factors in developing the estimates for the expected, long-term rates of return on plan assets. These factors include the projected, long-term rates of returns on the various types of assets in which the plans invest, as well as historical returns. In general, investment allocations are determined by each plan’s trustees and/or investment committees. The objectives of the plans’ investment policies are to (i) maximize returns while preserving capital; (ii) provide returns sufficient to meet the current and long-term obligations of the plan as the obligations become due; and (iii) maintain a diversified portfolio of assets so as to reduce the risk associated with having a disproportionate amount of the plans’ total assets invested in any one type of asset, issuer or geography. None of our pension plans hold Jacobs common stock directly (although some plans may hold shares indirectly through investments in mutual funds). The plans’ weighted average asset allocations at September 29, 2023 and September 30, 2022 (the measurement dates used in valuing the plans’ assets and liabilities) were as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

U.S. PlansNon-U.S. Plans
September 29, 2023September 30, 2022September 29, 2023September 30, 2022
Equity securities3%2%16%15%
Debt securities65%66%50%49%
Real estate investments—%—%10%11%
Other32%32%24%25%

The following table presents the fair value of the Company’s Domestic U.S. plan assets at September 29, 2023, segregated by level of fair value measurement inputs within the Fair Value hierarchy promulgated by U.S. GAAP (in thousands):

September 29, 2023
Fair Value, Determined Using Fair Value Measurement Inputs
Level 1Level 2Level 3Investments measured at Net Asset ValueTotal
Equities$8,172$—$—$—$8,172
Domestic bonds3,803151,969——155,772
Overseas bonds—23,734——23,734
Cash and equivalents17,841———17,841
Mutual funds72,064———72,064
Total$101,880$175,703$—$—$277,583

The following table presents the fair value of the Company’s non-U.S. plan assets at September 29, 2023, segregated by level of fair value measurement inputs within the Fair Value hierarchy promulgated by U.S. GAAP (in thousands):

September 29, 2023
Fair Value, Determined Using Fair Value Measurement Inputs
Level 1Level 2Level 3Investments measured at Net Asset ValueTotal
Domestic equities$—$50,243$—$761$51,004
Overseas equities—74,377—80,123154,500
Domestic bonds—30,505——30,505
Overseas bonds—520,322—65,243585,565
Cash and equivalents21,568434——22,002
Real estate—4,14584,75535,199124,099
Insurance contracts——87,160—87,160
Hedge funds——78,61719,13097,747
Mutual funds—90,443——90,443
Total$21,568$770,469$250,532$200,456$1,243,025

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table presents the fair value of the Company’s U.S. plan assets at September 30, 2022, segregated by level of fair value measurement inputs within the Fair Value hierarchy promulgated by U.S. GAAP (in thousands):

September 30, 2022
Fair Value, Determined Using Fair Value Measurement Inputs
Level 1Level 2Level 3Investments measured at Net Asset ValueTotal
Equities$6,708$—$—$—$6,708
Domestic bonds64,396106,961——171,357
Overseas bonds—15,200——15,200
Cash and equivalents19,025———19,025
Mutual funds73,903———73,903
Total$164,032$122,161$—$—$286,193

The following table presents the fair value of the Company’s non-U.S. plan assets at September 30, 2022, segregated by level of fair value measurement inputs within the Fair Value hierarchy promulgated by U.S. GAAP (in thousands):

September 30, 2022
Fair Value, Determined Using Fair Value Measurement Inputs
Level 1Level 2Level 3Investments measured at Net Asset ValueTotal
Domestic equities$—$42,655$—$1,539$44,194
Overseas equities—74,056—76,813150,869
Domestic bonds—38,448——38,448
Overseas bonds—532,697—64,897597,594
Cash and equivalents9,6671,835——11,502
Real estate—4,076102,86836,959143,903
Insurance contracts——80,23180,231
Hedge funds——138,60311,568150,171
Mutual funds—80,713——80,713
Total$9,667$774,480$321,702$191,776$1,297,625

The following table summarizes the changes in the fair value of the Company’s non-U.S. Pension Plans’ Level 3 assets for the years ended September 29, 2023 and September 30, 2022 (in thousands):

Real EstateInsurance ContractsHedge Funds
Balance at Balance at October 1, 2021$116,936$133,802$231,319
Net purchases, sales, and settlements(8,686)(6,312)(11,553)
Realized and unrealized gains (losses)14,701(24,770)(42,964)
Effect of exchange rate changes(20,083)(22,489)(38,199)
Balance at September 30, 2022$102,868$80,231$138,603
Net purchases, sales, and settlements(35,119)8,587(56,624)
Realized and unrealized gains (losses)12,842(13,555)(11,532)
Effect of exchange rate changes4,16411,8978,170
Balance at September 29, 2023$84,755$87,160$78,617

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table presents the amount of cash contributions we anticipate making into the plans during fiscal 2024 (in thousands):

U.S. PlansNon-U.S. Plans
Anticipated cash contributions$—$19,281

The following table presents the total benefit payments expected to be paid to plan participants during each of the next five fiscal years, and in total for the five years thereafter (in thousands):

U.S. PlansNon-U.S. Plans
2024$29,761$77,160
202528,45279,545
202627,68280,028
202726,26986,229
202825,56885,878
For the periods 2029 through 2033111,361441,520

The following table presents the components of net periodic benefit cost for the Company’s U.S. plans recognized in the accompanying Consolidated Statements of Earnings for the years ended September 29, 2023, September 30, 2022 and October 1, 2021 (in thousands):

September 29, 2023September 30, 2022October 1, 2021
Service cost$140$236$456
Interest cost15,62910,35010,221
Expected return on plan assets(19,496)(16,933)(15,932)
Actuarial (gains) losses(1,770)2,8614,249
Prior service cost430430431
Net pension income, before special items$(5,067)$(3,056)$(575)
Curtailment expense/Settlement (gains) losses—(206)(64)
Total net periodic pension income recognized$(5,067)$(3,262)$(639)

The following table presents the components of net periodic benefit cost for the Company’s Non-U.S. plans recognized in the accompanying Consolidated Statements of Earnings for the years ended September 29, 2023, September 30, 2022 and October 1, 2021 (in thousands):

September 29, 2023September 30, 2022October 1, 2021
Service cost$6,926$6,480$6,568
Interest cost74,07742,32838,907
Expected return on plan assets(73,387)(71,875)(90,346)
Actuarial losses6,3177,14710,834
Prior service cost1,4241,4211,519
Net pension cost (income), before special items$15,357$(14,499)$(32,518)
Curtailment expense/Settlement losses2083292,847
Total net periodic pension cost (income) recognized$15,565$(14,170)$(29,671)

The service cost component of net periodic pension income is presented in direct cost of contracts and selling, general and administrative expenses while all other components are presented in miscellaneous income (expense), net on the Consolidated Statements of Earnings for the years presented above.

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Multiemployer Plans

In the U.S. and various other countries, we contribute to trusteed pension plans covering hourly and certain salaried employees under industry-wide agreements. Contributions are based on the hours worked by employees covered under these agreements and are charged to direct costs of contracts on a current basis. With respect to these multiemployer plans, the Company's liability to fund these plans is generally limited to the contributions we are required to make under collective bargaining agreements.

Based on our review of our multiemployer pension plans under the guidance provided in ASU 2011-09— Compensation-Retirement Benefits-Multiemployer Plans, we have concluded that none of the multiemployer pension plans into which we contribute are individually significant to our Consolidated Financial Statements.

The following table presents the Company’s contributions to these multiemployer plans for the years ended September 29, 2023, September 30, 2022 and October 1, 2021 (in thousands):

September 29, 2023September 30, 2022October 1, 2021
Europe$1,530$1,548$1,713
United States4,39211,03811,316
Contributions to multiemployer pension plans$5,922$12,586$13,029

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

**14.**PA Consulting Business Combination

Deal Summary, Opening Balance Sheet and Pro Forma Financial Information

On March 2, 2021, Jacobs completed the strategic investment of a 65% interest in PA Consulting, a UK-based leading innovation and transformation consulting firm. The total consideration paid by the Company was $1.7 billion, funded through cash on hand, proceeds from a new term loan and draws on the Company's existing Revolving Credit Facility. The remaining 35% interest was acquired by PA Consulting employees, whose redeemable noncontrolling interests had a fair value of $582.4 million on the closing date, including subsequent purchase accounting adjustments. PA Consulting is accounted for as a consolidated subsidiary and as a separate operating segment. See Note 9 - Borrowings for more discussion on the financing for the transaction.

The following summarizes the fair values of PA Consulting's assets acquired and liabilities assumed as of the acquisition date (in millions):

Assets
Cash and cash equivalents$134.9
Receivables166.5
Property, equipment and improvements, net40.5
Goodwill1,454.0
Identifiable intangible assets1,004.2
Prepaid expenses and other current assets9.5
Miscellaneous long-term assets84.0
Total Assets$2,893.6
Liabilities
Accounts payable$6.5
Accrued liabilities and other current liabilities354.8
Other long-term liabilities248.0
Total Liabilities609.3
Redeemable Noncontrolling interests582.4
Net assets acquired$1,701.9

Goodwill recognized is attributable to a substantial assembled workforce, which does not qualify for separate recognition, as well as expected future economic benefits. None of the goodwill recognized was deductible for tax purposes. The Company completed its final assessment of the fair values of PA Consulting's assets acquired and liabilities assumed. Since the initial preliminary estimates reported in the second quarter of fiscal 2021, the Company updated certain provisional amounts reflected in the final purchase price allocation, as summarized in the estimated fair values of PA Consulting assets acquired and liabilities assumed above. See below for further discussion on updates to redeemable noncontrolling interests.

Identifiable intangibles are customer relationships, contracts and backlog and trade name and have estimated lives ranging from 9 to 20 years (weighted average life of approximately 12 years).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following presents summarized unaudited pro forma operating results of Jacobs from continuing operations assuming that the Company had the PA Consulting investment at September 28, 2019. These pro forma operating results are presented for illustrative purposes only and are not indicative of the operating results that would have been achieved had the related events occurred (in millions, except per share data):

For the Year Ended
October 1, 2021
Revenues$14,504.3
Net earnings of the Group$695.1
Net earnings attributable to Jacobs$548.0
Net earnings attributable to Jacobs per share:
Basic earnings per share$4.21
Diluted earnings per share$4.17

Included in the table above are charges relating to transaction expenses, a nonrecurring compensation charge and other items that are removed from the years ended October 1, 2021 and are reflected in the prior fiscal year due to the assumed timing of the transaction. Also, income tax expense for the fiscal year pro forma period ended October 1, 2021 was $330.7 million.

Redeemable Noncontrolling Interests

In connection with the PA Consulting investment, the Company recorded redeemable noncontrolling interests, including subsequent purchase accounting adjustments, representing the noncontrolling interest holders' equity interests in the form of preferred and common shares of PA Consulting, with substantially all of the value associated with these interests allocable to the preferred shares.

During fiscal 2023 and 2022, the Company repurchased certain shares of the redeemable noncontrolling interest holders for $92.9 million and $46.1 million, respectively, in cash and issued certain shares of redeemable noncontrolling interest holders for $34.0 million and $49.7 million, respectively. The difference between the cash purchase prices and the recorded book values of these repurchased and issued interests was recorded in the Company’s consolidated retained earnings. The Company held 69% and 65% of the outstanding ownership of PA Consulting as of September 29, 2023 and September 30, 2022, respectively.

During fiscal 2023 the Company recognized approximately $8.3 million in redemption value adjustments associated with redeemable noncontrolling interests preference share repurchase and reissuance activities concluding in fourth quarter fiscal 2023 that were recorded as an increase in consolidated retained earnings and a $0.07 increase in earnings per share, the results of which had no impact on the Company’s overall results of operations, financial position or cash flows. During fiscal 2021, updates to the Company’s preliminary opening balance sheet fair value estimates of the noncontrolling interests resulted in an offsetting decrease and increase in fair value of the preference share and common share components of the interests by $57.3 million, respectively, with the corresponding redemption value adjustment associated with the preference share portion decreasing consolidated retained earnings and earnings per share by $0.44. See Note 4- Earnings Per Share and Certain Related Information.

Changes in the Company's redeemable noncontrolling interests during the fiscal years ended September 29, 2023 and September 30, 2022 are as follows (in thousands):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

September 29, 2023September 30, 2022
Redeemable noncontrolling interest at the beginning of the year$632,522$657,722
Accrued Preferred Dividend to Preference Shareholders72,89167,598
Attribution of Preferred Dividend to Common Shareholders(72,891)(67,598)
Net earnings attributable to redeemable noncontrolling interest to Common Shareholders21,61434,585
Redeemable Noncontrolling interests redemption value adjustment10,77027,657
Repurchase of redeemable noncontrolling interests(111,005)(53,834)
Issuance of redeemable noncontrolling interests37,78954,884
Cumulative translation adjustment and other41,289(88,492)
Redeemable noncontrolling interest at the end of the year$632,979$632,522

In addition, certain employees and nonemployees of PA Consulting are eligible to receive equity-based incentive compensation under the terms of the applicable agreements. During the years ended September 29, 2023 and September 30, 2022, the Company recorded approximately $0.8 million and $3.3 million, respectively, in expense associated with these agreements which is reflected in selling, general and administrative expense in the consolidated statements of earnings.

Restricted Cash

The Company, through its investment in PA Consulting, held $2.8 million and $13.7 million at September 29, 2023 and September 30, 2022, respectively, in cash that is restricted from general use and is included in prepaid expenses and other current assets on the Consolidated Balance Sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

**15.**Other Business Combinations

StreetLight Data, Inc.

On February 4, 2022, the Company acquired StreetLight Data, Inc. ("StreetLight"). StreetLight is a pioneer of mobility analytics who uses its data and machine learning resources to shed light on mobility and enable users to solve complex transportation problems. The Company paid total base consideration of approximately $190.8 million in cash and issued $0.9 million in equity and $5.2 million in in-the-money stock options to the former owners of StreetLight. The Company also paid off StreetLight's debt of approximately $1.0 million simultaneously with the consummation of the acquisition. The following summarizes the fair values of StreetLight's assets acquired and liabilities assumed as of the acquisition date (in millions):

Assets
Cash and cash equivalents$7.3
Receivables5.2
Property, equipment and improvements, net0.1
Goodwill116.4
Identifiable intangible assets105.1
Prepaid expenses and other current assets2.0
Total Assets$236.1
Liabilities
Accounts payable, accrued expenses and other current liabilities$23.1
Other long-term liabilities16.1
Total Liabilities39.2
Net assets acquired$196.9

Goodwill recognized resulted from a substantial assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. None of the goodwill recognized was deductible for tax purposes. The Company completed its final assessment of the fair values of StreetLight's assets acquired and liabilities assumed. Since the initial preliminary estimates reported in the second quarter of fiscal 2022, the Company updated certain amounts reflected in the preliminary purchase price allocation, as summarized in the fair values of StreetLight's assets acquired and liabilities assumed as of the acquisition date set forth above, the majority of which related to reclassifications between goodwill and intangibles and for deferred taxes.

Identifiable intangibles are technology, data and customer relationships, contracts and backlog and have estimated lives of 5, 4 and 9 years, respectively.

No summarized unaudited pro forma results are provided for the StreetLight acquisition due to the immateriality of this acquisition relative to the Company's consolidated financial position and results of operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

BlackLynx

On November 19, 2021, Jacobs acquired BlackLynx, a provider of high-performance software, to complement Jacobs' portfolio of cyber, intelligence and digital solutions. The Company paid total base consideration of approximately $235.4 million in cash to the former owners of BlackLynx. In conjunction with the acquisition, the Company also paid off BlackLynx's debt of approximately $5.3 million simultaneously with the consummation of the acquisition. The following summarizes the fair values of BlackLynx's assets acquired and liabilities assumed as of the acquisition date (in millions):

Assets
Cash and cash equivalents$5.1
Receivables7.7
Property, equipment and improvements, net0.8
Goodwill195.8
Identifiable intangible assets51.1
Prepaid expenses and other current assets3.2
Total Assets$263.7
Liabilities
Accounts payable, accrued expenses and other current liabilities$19.5
Other long-term liabilities8.8
Total Liabilities28.3
Net assets acquired$235.4

Goodwill recognized resulted from a substantial assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. None of the goodwill recognized was deductible for tax purposes. The Company completed its final assessment of the fair values of BlackLynx's assets acquired and liabilities assumed. Since the initial preliminary estimates reported in the first quarter of fiscal 2021, the Company updated certain amounts reflected in the preliminary purchase price allocation, as summarized in the fair values of BlackLynx's assets acquired and liabilities assumed as of the acquisition date set forth above, the majority of which related to reclassifications between goodwill and intangibles and for deferred taxes.

Identifiable intangibles are technology and customer relationships, contracts and backlog and have estimated lives of 8 years and 4 years, respectively.

No summarized unaudited pro forma results are provided for the BlackLynx acquisition due to the immateriality of this acquisition relative to the Company's consolidated financial position and results of operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Buffalo Group

On November 24, 2020, a subsidiary of Jacobs completed the acquisition of Buffalo Group, a leader in advanced cyber and intelligence solutions which allows Jacobs to further expand its cyber and intelligence solutions offerings to government clients. The Company paid total consideration of $190.1 million, which was comprised of approximately $182.4 million in cash to the former owners of Buffalo Group and contingent consideration of $7.7 million. The contingent consideration was subsequently recognized in fiscal 2021 as an offset to selling, general and administrative expense when it was determined no amounts would be paid. In conjunction with the acquisition, the Company assumed the Buffalo Group's debt of approximately $7.7 million. The Company repaid all of the assumed Buffalo Group debt by the end of the first fiscal quarter of 2021. The following summarizes the fair values of The Buffalo Group's assets acquired and liabilities assumed as of the acquisition date (in millions):

Assets
Cash and cash equivalents$8.4
Receivables19.2
Property, equipment and improvements, net2.3
Goodwill130.7
Identifiable intangible assets74.0
Prepaid expenses and other current assets6.2
Total Assets$240.8
Liabilities
Accounts payable, accrued expenses and other current liabilities$46.9
Other long-term liabilities3.8
Total Liabilities50.7
Net assets acquired$190.1

Goodwill recognized is attributable to a substantial assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All of the goodwill recognized was deductible for tax purposes, given the acquisition was structured as an asset acquisition for tax purposes. The Company completed its final assessment of the fair values of Buffalo Group's assets acquired and liabilities assumed. Since the initial preliminary estimates reported in the first quarter of fiscal 2021, the Company updated certain amounts reflected in the final purchase price allocation, as summarized in the fair values of Buffalo Group's assets acquired and liabilities assumed as of the acquisition date set forth above.

Identifiable intangibles are customer relationships, contracts and backlog and have estimated lives of 9 years.

No summarized unaudited pro forma results are provided for the Buffalo Group due to the immateriality of this acquisition relative to the Company's consolidated financial position and results of operations.

16. Restructuring and Other Charges

During fiscal 2023, the Company implemented certain restructuring and other initiatives relating to the CMS separation and to our investment in PA Consulting, the activities of which are expected to continue through fiscal 2024 and restructuring activities related to the DVS segment reorganization that were completed in fiscal 2023.

During fiscal 2022, the Company implemented certain restructuring and integration initiatives relating to the StreetLight and BlackLynx acquisitions, the activities of which are substantially completed. Also, during fiscal 2022 and continuing into fiscal 2023, the Company implemented further real estate rescaling efforts that were associated with its

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

fiscal 2020 transformation program relating to real estate and other staffing initiatives. These initiatives are substantially completed.

During fiscal 2021, the Company implemented certain integration related activities associated with our PA Consulting investment. These activities are substantially completed.

Additionally, the Company recorded impairment charges on its investment in AWE ML during fiscal 2021 and 2022. See related discussion in Note 8- Joint ventures, VIEs and other investments.

During fiscal 2019 and continuing into fiscal 2020, the Company implemented certain restructuring, separation and integration initiatives associated with the ECR sale and other related cost reduction initiatives. Additionally, in fiscal 2020, the Company implemented certain restructuring and integration initiatives associated with the acquisition of John Wood Group's nuclear business. The restructuring activities and related costs were comprised mainly of separation and lease abandonment and sublease programs, while the separation and integration activities and costs were mainly related to the engagement of consulting services and internal personnel and other related costs dedicated to the Company’s ECR-business separation. The activities of these initiatives have been substantially completed.

As part of the Company's acquisition of CH2M Hill Companies, Ltd. ("CH2M") during fiscal 2018, the Company implemented certain restructuring plans that were comprised mainly of severance and lease abandonment programs as well as integration activities involving the engagement of professional services and internal personnel dedicated to the Company's integration management efforts. The activities of these initiatives have been substantially completed.

Collectively, the above-mentioned restructuring activities are referred to as “Restructuring and other charges”.

The following table summarizes the impacts of the Restructuring and other charges by operating segment in connection with the CH2M, John Wood Group's nuclear business, BlackLynx and StreetLight acquisitions, the PA Consulting investment, the ECR sale, the CMS separation, the DVS segment reorganization and the Company's transformation initiatives relating to real estate and other staffing programs and the impairment and final exit activities of the AWE ML investment for the years ended September 29, 2023, September 30, 2022 and October 1, 2021 (in thousands):

September 29, 2023September 30, 2022October 1, 2021
Critical Mission Solutions$3,143$5,626$5,079
People & Places Solutions55,74964,2047,077
Divergent Solutions8,307——
PA Consulting14,7064,25315,566
Corporate51,13086,98071,868
Total133,035161,06399,590
Amounts included in:
Operating profit (mainly Selling, General and Administrative costs (“SG&A") (1)136,411173,55561,042
Other (Income) Expense, net (2)(3,376)(12,492)38,548
$133,035$161,063$99,590

(1)The year ended September 29, 2023 includes $63.4 million of restructuring and other charges across all segments relating to the CMS separation (mainly professional services and employee separation costs) and $14.3 million in restructuring and other charges relating to the Company's investment in PA Consulting (primarily employee separation costs). For the year ended September 30, 2022, amounts included $91.3 million pre-tax related to the final settlement of the Legacy CH2M Matter (as defined in Note 18 - Contractual Guarantees, Litigation, Investigations and Insurance), net of previously recorded reserves and approximately $27 million in third party recoveries was recorded as receivables reducing SG&A. Included in the years ended September 29, 2023, September 30, 2022 and October 1, 2021 were $50.7 million, $78.3 million and $2.4 million in charges associated mainly with real estate impairments, the majority of which related to People and Places Solutions.

(2)The years ended September 29, 2023 and September 30, 2022 included gains of $3.4 million and $8.7 million, respectively, related to lease terminations. The year ended October 1, 2021 included $38.5 million in charges related to the impairment of our AWE ML investment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The activity in the Company’s accrual for the Restructuring and other charges including the program activities described above for the year ended September 29, 2023 is as follows (in thousands):

Balance at September 30, 2022$4,137
Net Charges (1)85,728
Payments & Usage(52,547)
Balance at September 29, 2023$37,318

(1)Excludes $47.3 million in other net charges associated mainly with real estate related impairments and other transformation activities described above during the year ended September 29, 2023.

The following table summarizes the Restructuring and other charges by major type of costs for the years ended September 29, 2023, September 30, 2022 and October 1, 2021 (in thousands):

September 29, 2023September 30, 2022October 1, 2021
Lease Abandonments and Impairments$46,195$69,802$4,282
Voluntary and Involuntary Terminations41,4355,63515,773
Outside Services36,03022,34035,210
Other (1)9,37563,28644,325
Total$133,035$161,063$99,590

(1)Amounts in the year ended September 29, 2023 are mainly comprised of charges associated with the write off of fixed assets associated with programs that the Company will no longer continue to pursue in connection with the CMS separation. Amounts in the year ended September 30, 2022 are mainly comprised of $91.3 million in other charges related to the final pre-tax settlement of the Legacy CH2M Matter, net of previously recorded reserves and approximately $27 million in third party recoveries was recorded as receivables reducing SG&A. Amounts in the year ended October 1, 2021 are mainly comprised of $38.5 million in charges related to the impairment of our AWE Management Ltd. investment.

Cumulative amounts incurred to date under our various restructuring and other activities described above and with charges in the periods presented by each major type of cost as of September 29, 2023 are as follows (in thousands):

Lease Abandonments and Impairments$432,724
Voluntary and Involuntary Terminations182,191
Outside Services347,950
Other202,313
Total$1,165,178

17. Commitments and Contingencies and Derivative Financial Instruments

Derivative Financial Instruments

The Company is exposed to interest rate risk under its variable rate borrowings and additionally, due to the nature of the Company's international operations, we are at times exposed to foreign currency risk. As such, we sometimes enter into foreign exchange contracts and interest rate contracts in order to limit our exposure to fluctuating foreign currencies and interest rates.

During fiscal 2022 we entered into two treasury lock agreements which had a total notional value of $500 million to manage our interest rate exposure to the anticipated issuance of fixed rate debt before December 2023. On February 13, 2023, the Company settled these treasury lock agreements and issued the 5.90% Bonds in the aggregate principal amount of $500 million, which resulted in the receipt of cash and a pre-tax gain of $37.4 million, which is being amortized to interest expense and recognized over the term of the 5.90% Bonds. See Note 9- Borrowings for further discussion relating to the terms of the 5.90% Bonds*.* The fair value of the treasury locks at September 30, 2022 was $40.9 million all of which was included in current assets within receivables and contract assets on the consolidated balance sheet. The net gain on these instruments was $26.5 million and $30.8 million, net of tax, and is included in accumulated other comprehensive income as of September 29, 2023 and September 30, 2022, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

In fiscal 2020 we entered into interest rate swap agreements with a notional value of $769.1 million as of September 29, 2023 to manage the interest rate exposure on our variable rate loans. Additionally, we entered into a cross-currency swap agreement with a notional value of $127.8 million to manage the interest rate and foreign currency exposure on our USD borrowings by a European subsidiary. By entering into the swap agreements, the Company converted the LIBOR and SONIA rate based liabilities into fixed rate liabilities and, for the cross currency swap, our LIBOR rate based borrowing in USD to a fixed rate Euro liability, for periods ranging from three and a half to ten years. During fiscal 2023, the aggregate liability amounts denominated in U.S. dollars transitioned from underlying LIBOR benchmarked rates to the Secured Overnight Financing Rate ("SOFR") and the terms of the swaps were amended accordingly. The swaps were designated as cash-flow hedges in accordance with ASC 815, Derivatives and Hedging. See Note 2 - Significant Accounting Policies for additional discussion related to the application of SOFR and SONIA to existing hedge contracts.

During the fourth quarter of fiscal 2023, the Company paid down the borrowings hedged by the cross currency swap and settled the cross currency swap agreement. The fair value of the interest rate swaps at September 29, 2023 was $102.6 million, and the fair value of the interest rate and cross currency swaps at September 30, 2022 was $128.2 million, which are included in miscellaneous other assets on the consolidated balance sheet. The unrealized net gain on these interest rate swaps as of September 29, 2023 was $77.2 million, net of tax and the unrealized net gain on the interest rate and cross currency swaps as of September 30, 2022 was $87.5 million, net of tax, and was included in accumulated other comprehensive income.

Additionally, at September 29, 2023 and September 30, 2022, the Company held foreign exchange forward contracts in currencies that support our operations, including British Pound, Euro, Australian Dollar and other currencies, with notional values of $857.7 million and $298.2 million at September 29, 2023 and September 30, 2022, respectively. The length of these contracts currently ranges from one to four months. The fair value of the foreign exchange contracts at September 29, 2023 was $9.5 million, of which $16.1 million is included within current assets and $(6.6) million is included within accounts payable on the consolidated balance sheet as of September 29, 2023. The fair value of the contracts as of September 30, 2022 was $(3.2) million, of which $(6.3) million is included within accounts payable, $2.8 million is included within miscellaneous other assets and $0.3 million is included within current assets on the consolidated balance sheet as of September 30, 2022. Associated income statement impacts are included in miscellaneous income (expense) in the consolidated statements of earnings for both comparative periods. During fiscal 2022, the Company settled $66.7 million in cash related to certain Australian Dollar foreign exchange forward contracts and subsequently entered into a new Australian Dollar instrument with an equal notional value which was ultimately settled later in fiscal 2022.

The fair value measurements of these derivatives are being made using Level 2 inputs under ASC 820, Fair Value Measurement, as the measurements are based on observable inputs other than quoted prices in active markets. We are exposed to risk from credit-related losses resulting from nonperformance by counterparties to our financial instruments. We perform credit evaluations of our counterparties under forward exchange and interest rate contracts and expect all counterparties to meet their obligations. We have not experienced credit losses from our counterparties.

Letters of Credit

At September 29, 2023, the Company had issued and outstanding approximately $322.0 million in LOCs and $2.0 billion in surety bonds. Of the outstanding LOC amount, $0.9 million has been issued under the Revolving Credit Facility and $321.1 million are issued under separate, committed and uncommitted letter-of-credit facilities.

18. Contractual Guarantees, Litigation, Investigations and Insurance

In the normal course of business, we make contractual commitments (some of which are supported by separate guarantees) and on occasion we are a party in a litigation or arbitration proceeding. The litigation or arbitration in which we are involved primarily includes personal injury claims, professional liability claims and breach of contract claims. Where we provide a separate guarantee, it is strictly in support of the underlying contractual commitment. Guarantees take various forms including surety bonds required by law, or standby letters of credit ("LOC" and also referred to as “bank guarantees”) or corporate guarantees given to induce a party to enter into a contract with a subsidiary. Standby LOCs are also used as security for advance payments or in various other transactions. The guarantees have various expiration dates ranging from an arbitrary date to completion of our work (e.g., engineering only) to completion of the overall project. See Note 17 - Commitments and Contingencies and Derivative Financial Instruments for more information surrounding LOCs and surety bonds.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

We maintain insurance coverage for most insurable aspects of our business and operations. Our insurance programs have varying coverage limits depending upon the type of insurance and include certain conditions and exclusions which insurance companies may raise in response to any claim that is asserted by or against the Company. 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 self insurance arrangements including the operation of certain captive insurance entities. As a result, we may be subject to a future liability for which we are only partially insured or completely uninsured. We intend to mitigate any such future liability by continuing to exercise prudent business judgment in negotiating the terms and conditions of the contracts which the Company enters with its clients. Our insurers are also subject to business risk and, as a result, one or more of them may be unable to fulfill their insurance obligations due to insolvency or otherwise.

Additionally, as a contractor providing services to the U.S. federal government we are subject to many types of audits, investigations and claims by, or on behalf of, the government including with respect to contract performance, pricing, cost allocations, procurement practices, labor practices and socioeconomic obligations. Furthermore, our income, franchise and similar tax returns and filings are also subject to audit and investigation by the Internal Revenue Service, most states within the United States, as well as by various government agencies representing jurisdictions outside the United States.

Our Consolidated Balance Sheets include amounts representing our probable estimated liability relating to such claims, guarantees, litigation, audits and investigations. We perform an analysis to determine the level of reserves to establish for insurance-related claims that are known and have been asserted against us, as well as for insurance-related claims that are believed to have been incurred based on actuarial analysis, but have not yet been reported to our claims administrators as of the respective balance sheet dates. We include any adjustments to such insurance reserves in our consolidated results of operations. Insurance recoveries are recorded as assets if recovery is probable and estimated liabilities are not reduced by expected insurance recoveries.

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

In 2012, CH2M HILL Australia PTY Limited, a subsidiary of CH2M, entered into a 50/50 integrated joint venture with Australian construction contractor UGL Infrastructure Pty Limited. The joint venture entered into a Consortium Agreement with General Electric and GE Electrical International Inc. The Consortium was awarded a subcontract by JKC Australia LNG Pty Limited ("JKC") for the engineering, procurement, construction and commissioning of a 360 MW Combined Cycle Power Plant for INPEX Operations Australia Pty Limited at Blaydin Point, Darwin, NT, Australia (the "Legacy CH2M Matter"). The subcontract was terminated in January 2017. In or around August 2017, the Consortium commenced an arbitration. On April 12, 2022, JKC and the Consortium entered into a confidential deed of settlement (“Settlement Agreement”). Under the terms of the Settlement Agreement, CH2M, as guarantor of CH2M Australia PTY Limited’s obligations with respect to the subcontract with JKC, made a cash payment to JKC in April 2022 of AUD 640 million (or approximately $475 million using mid-April 2022 exchange rates). As a result of the settlement agreement, additional pre-tax charges of $91.3 million were recorded during the year ended September 30, 2022 for this matter (over amounts previously reserved and reported in long-term Other Deferred Liabilities in the Company's Consolidated Balance Sheet). The Settlement Agreement provided for a release of claims between JKC and each member of the Consortium, and in connection with this agreement the members of the Consortium also waived all claims against each other and their respective parent guarantors relating to the project.

On December 22, 2008, a coal fly ash pond at the Kingston Power Plant of the Tennessee Valley Authority ("TVA") was breached, releasing fly ash waste into the Emory River and surrounding community. In February 2009, TVA awarded a contract to the Company to provide project management services associated with the clean-up. All remediation and dredging were completed in August 2013 by other contractors under direct contracts with TVA. The Company did not perform the remediation, and its scope was limited to program management services. Certain employees of the contractors performing the cleanup work on the project filed lawsuits against the Company beginning in August 2013, alleging they were injured due to the Company's failure to protect the plaintiffs from exposure to fly ash, and asserting related personal injuries. The primary case, Greg Adkisson, et al. v. Jacobs Engineering Group Inc., case No. 3:13-CV-505-TAV-HBG, filed in the U.S. District Court for the Eastern District of Tennessee, consisted of 10 consolidated cases. This case and the related cases involved several hundred plaintiffs that were employees of the contractors that completed the remediation and dredging work. In the second quarter of fiscal 2023, the Company entered into a settlement agreement with the plaintiffs whose cases had not been previously dismissed. As of the third quarter of fiscal 2023, all conditions to the settlement had been satisfied, and the cases dismissed. The amount of the settlement was not material to the Company's business, financial condition, results of operations or cash flows.

F-57

During the fourth quarter of fiscal 2022, the Company recorded a receivable for certain expected third-party recoveries equal to approximately $27 million before tax. The Company received the payment during fiscal 2023.

19. Segment Information

During the first quarter of fiscal 2023, the Company reorganized its operating and reporting structure to report results under a new operating segment, Divergent Solutions, in addition to the current operating segments. The Company's four operating segments are now comprised of its two global lines of business ("LOBs"): Critical Mission Solutions ("CMS") and People & Places Solutions ("P&PS"), its business unit Divergent Solutions ("DVS") and its majority investment in PA Consulting. The formation of the DVS operating segment resulted in certain portions of our CMS and P&PS businesses moving to the new segment.

The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) and can evaluate the performance of each of these segments and make appropriate resource allocations among each of the segments. For purposes of the Company’s goodwill impairment testing, it has been determined that the Company’s operating segments are also its reporting units based on management’s conclusion that the components comprising each of its operating segments share similar economic characteristics and meet the aggregation criteria for reporting units in accordance with ASC 350, Intangibles-Goodwill and Other.

Under this organization, the sales function is managed by segment, and accordingly, the associated cost is embedded in the segments and reported to the respective head of each segment. In addition, a portion of the costs of other support functions (e.g., finance, legal, human resources, and information technology) is allocated to each LOB using methodologies which, we believe, effectively attribute the cost of these support functions to the revenue generating activities of the Company on a rational basis. The cost of the Company’s cash incentive plan, the Leadership Performance Plan ("LPP"), formerly named the Management Incentive Plan, and the expense associated with the Jacobs Engineering Group Inc. 2023 Stock Incentive Plan have likewise been charged to the LOBs except for those amounts determined to relate to the business as a whole (which amounts remain in other corporate expenses).

Financial information for each segment is reviewed by the CODM to assess performance and make decisions regarding the allocation of resources. The CODM evaluates the operating performance of our operating segments using segment operating profit, which is defined as consolidated operating profit less “corporate charges” (e.g., the allocated amounts described above). The Company incurs certain SG&A that relate to its business as a whole which are not allocated to the segments.

The following tables present total revenues and segment operating profit from continuing operations for each reportable segment (in thousands) and includes a reconciliation of segment operating profit to total U.S. GAAP operating profit by including certain corporate-level expenses, Restructuring and other charges (as defined in Note 16*-Restructuring and Other Charges*) and transaction and integration costs (in thousands).

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
Revenues from External Customers:
Critical Mission Solutions$4,693,499$4,376,562$4,251,690
People & Places Solutions9,553,8578,534,6508,364,640
Divergent Solutions946,914892,317848,901
PA Consulting1,158,1441,119,296627,401
Total$16,352,414$14,922,825$14,092,632

F-58

For the Years Ended
September 29, 2023September 30, 2022October 1, 2021
Segment Operating Profit:
Critical Mission Solutions$378,201$355,563$359,001
People & Places Solutions (1)957,714824,834780,514
Divergent Solutions81,76867,55288,026
PA Consulting237,003232,225151,071
Total Segment Operating Profit1,654,6861,480,1741,378,612
Other Corporate Expenses (2)(427,053)(364,440)(340,129)
Restructuring, Transaction and Other Charges (3)(152,396)(197,884)(350,394)
Total U.S. GAAP Operating Profit1,075,237917,850688,089
Total Other (Expense) Income, net (4)(158,558)(41,503)7,513
Earnings from Continuing Operations Before Taxes$916,679$876,347$695,602
(1)Includes $19.5 million, net, in charges related to a legal settlement for the year ended October 1, 2021.
(2)Other corporate expenses include intangibles amortization of $203.9 million, $198.6 million and $149.8 million for the years ended September 29, 2023, September 30, 2022 and October 1, 2021, respectively, with the comparative increase from fiscal 2021 to fiscal 2022 mainly attributable to higher amortization from the PA Consulting investment. Additionally, fiscal 2023 included approximately $15.0 million in net favorable impacts from cost reductions compared to the prior year period, which was associated mainly with net favorable impacts during first quarter from changes in employee benefit programs of $41.0 million offset by approximately $26.0 million in higher spend in company technology platforms and other personnel and corporate cost increases.
(3)Fiscal 2023 includes $63.4 million relating to the activities (mainly professional services and employee separation costs, spread across all segments) around the CMS separation and $14.3 million in restructuring and other charges relating to the Company's investment in PA Consulting (primarily employee separation costs). Included in the years ended September 29, 2023, September 30, 2022 and October 1, 2021 were $48.2 million, $78.3 million and $2.4 million, respectively, in charges associated mainly with real estate impairments. Included in the year ended September 30, 2022 is $91.3 million pre-tax related to the final settlement of the Legacy CH2M Matter and net of previously recorded reserves and approximately $27 million in third party recoveries that was recorded as receivables reducing SG&A. Included in the year ended October 1, 2021 is $297.8 million of costs incurred in connection with the investment in PA Consulting, in part classified as compensation costs.
(4)The year ended September 30, 2022 included a $13.9 million gain related to a cost method investment sold during the period and a gain of $8.7 million related to lease terminations. The year ended October 1, 2021 included $34.7 million in fair value adjustments related to our investment in Worley stock (net of Worley stock dividends) and certain foreign currency revaluations relating to ECR sale proceeds, $(38.5) million related to impairment of our AWE Management Ltd. investment and $49.6 million in fair value adjustments related to our investment in C3 stock. The investments in Worley and C3 were sold in fiscal 2021 and therefore there are no comparable amounts in fiscal 2022 or 2023. Additionally, the increase in net interest expense from fiscal 2021 to fiscal 2022 is primarily due to the higher levels of debt outstanding due to the funding of the StreetLight and BlackLynx acquisitions and increased borrowings associated with the payment of the Legacy CH2M Matter settlement in fiscal 2022, in addition to higher interest rates. The increase in net interest expense from fiscal 2022 to fiscal 2023 is due primarily to higher interest rates.

Included in other corporate expenses in the above table are costs and expenses which relate to general corporate activities as well as corporate-managed benefit and insurance programs. Such costs and expenses include: (i) those elements of SG&A expenses relating to the business as a whole; (ii) those elements of our incentive compensation plans relating to corporate personnel whose other compensation costs are not allocated to the LOBs; (iii) the amortization of intangible assets acquired as part of business combinations; (iv) the quarterly variances between the Company’s actual costs of certain of its self-insured integrated risk and employee benefit programs and amounts charged to the LOBs; and (v) certain adjustments relating to costs associated with the Company’s international defined benefit pension plans. In addition, other corporate expenses may also include from time to time certain adjustments to contract margins (both positive and negative) associated with projects, as well as other items, where it has been determined that such adjustments are not indicative of the performance of the related LOB.

F-59

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Jacobs Solutions Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Jacobs Solutions Inc. and subsidiaries (the Company) as of September 29, 2023 and September 30, 2022, the related consolidated statements of earnings, comprehensive income, stockholders' equity and cash flows for each of the three fiscal years in the period ended September 29, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 29, 2023 and September 30, 2022, and the results of its operations and its cash flows for each of the three fiscal years in the period ended September 29, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 29, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November 21, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-60

Revenue Recognition for Certain Fixed-Price Engineering, Procurement and Construction Contracts
Description of the MatterAs described in Note 2 to the consolidated financial statements, the Company recognizes engineering, procurement and construction contract revenue over time, as performance obligations are satisfied, using the percentage-of-completion method (an input method) based primarily on contract costs incurred to date compared to total estimated contract costs. Revenue recognition under this method is judgmental, as it requires the Company to prepare estimates of total contract revenue and total contract costs, including costs to complete in-process contracts. Auditing the Company’s estimates of total contract revenue and costs used to recognize revenue on certain fixed-price engineering, procurement and construction contracts which are larger in size involved significant auditor judgment, as it required the evaluation of subjective factors, such as assumptions related to estimated labor, material and subcontractor costs. These assumptions involved significant management judgment, which affects the measurement of revenue recognized by the Company.
How We Addressed the Matter in Our AuditWe tested certain of the Company’s controls over the estimation process that affect revenue recognized on fixed-price engineering, procurement and construction contracts. For example, we tested controls over management’s monitoring and review of project cost estimates, including the Company’s procedures to validate the completeness and accuracy of the data used to determine the estimates. To test the Company’s contract estimates related to revenues recognized on fixed-price engineering, procurement, and construction projects, our audit procedures included selecting a sample of projects and, among other procedures, we obtained and inspected related contract agreements, amendments, and change orders to test the existence of customer arrangements and understand the scope and pricing of the related projects; observed selected project team status meetings at the Company and interviewed project team personnel to obtain an understanding of the status of operational performance and progress on the related projects; evaluated the reasonableness of the Company’s estimated costs to complete by obtaining and analyzing supporting documentation for a sample of cost estimate components; and compared contract profitability estimates in the current year to historical estimates and actual performance for the same projects.
Redeemable Noncontrolling Interests
Description of the MatterAs of September 29, 2023, the balance of redeemable noncontrolling interest relating to the Company’s PA Consulting subsidiary was $633.0 million. As discussed in Note 2 of the consolidated financial statements, the redeemable noncontrolling interests are subject to remeasurement as of the balance sheet date based on the greater of the redemption value or the historical value resulting from the original acquisition date fair value plus the impact of any earnings or loss attribution amounts, including dividends. The redemption value is based on the fair value of PA Consulting, which is determined using a combination of a discounted cash flow analysis based upon projected financial information and a multiple of earnings before interest, taxes, depreciation and amortization. Auditing the Company’s redeemable noncontrolling interest balance requires significant judgment, as the valuation of the redemption value includes subjective estimates and assumptions. In particular, the discounted cash flow analysis used in determining the redemption value is sensitive to significant assumptions such as projections of revenue and earnings before interest, taxes, depreciation and amortization. These assumptions are forward looking and could be affected by future economic conditions.

F-61

How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s determination of the redemption value, including controls over management’s review of the significant assumptions described above. To test the redemption value, our audit procedures included, among others, evaluating the Company's valuation methodologies, performing recalculations of the model, and testing the significant assumptions described above and the underlying data used by the Company. We compared the significant assumptions used by management to current industry trends and historical performance. We performed sensitivity analyses of significant assumptions to evaluate the change in the redemption value resulting from changes in the significant assumptions. We also involved our valuation specialists to assist in evaluating the valuation methodologies and certain assumptions used by the Company.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 1987.

Dallas, Texas

November 21, 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Jacobs Solutions Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Jacobs Solutions Inc. and subsidiaries’ internal control over financial reporting as of September 29, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Jacobs Solutions Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 29, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 29, 2023 and September 30, 2022, the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the three fiscal years in the period ended September 29, 2023, and the related notes and our report dated November 21, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Dallas, Texas

November 21, 2023

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