Jacobs Solutions (J) 10-K risk factor changes: FY2024 vs FY2023

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

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

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

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

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

- Past and future [added: non-financial] environmental, health, and [removed: safety] [added: safety-related] laws [added: and regulations] could impose significant additional costs and liabilities.

Risks Related to Climate [removed: Change][added: Change and ESG]

Demand for our services is impacted by economic downturns, reductions in [removed: government or] private [added: or government] spending and times of political uncertainty.

We provide full spectrum technical and professional solutions to clients operating in a number of sectors and industries, including programs for various [removed: national] [added: national, state and local] governments, including [removed: the U.S. federal government; aerospace; automotive; pharmaceuticals and biotechnology; infrastructure; environmental; nuclear decommissioning; buildings; smart cities; energy and power; water; transportation; telecom] [added: advanced manufacturing, cities & places, energy, environmental, life sciences, transportation, water] and other general industrial and consumer businesses and sectors.

In addition, our business has traditionally lagged recoveries in the general economy and, therefore, [added: during any such period we] may not recover as quickly as the economy at large.

Continuing [removed: inflation,] [added: inflation and] rising [removed: or continued high] interest [removed: rates,] [added: rates] and/or construction costs could reduce the demand for our services as well as decrease our profit on our existing contracts, in particular with respect to our fixed-price contracts.

[removed: Rising inflation,] [added: Continuing or renewed inflation and rising] interest [removed: rates,] [added: rates] and/or construction costs [added: (including supply chain issues)] could reduce the demand for our services.

Because a significant portion of our revenues are earned from cost-reimbursable type contracts (approximately [removed: 74.1%] [added: 69%] during fiscal [removed: 2023),] [added: 2024),] the effects of inflation on our financial condition and results of operations over the past few years have been generally minor.

Therefore, continued [added: or renewed] inflation, rising [removed: or continued high] interest rates and/or construction costs [added: and supply chain challenges and/or frustrations] could have a material adverse impact on our business, financial condition and results of operations.

[removed: The failure] [added: - Any harm] to [removed: successfully implement] our [removed: corporate strategy] [added: reputation or relationships with government agencies] could [added: decrease the amount of business that government agencies do with us, which could] have a material adverse effect on our business, financial condition and results of operations.

We may be [added: expressly] responsible for safety on some project sites, and, accordingly, we have an obligation to implement effective safety [removed: procedures.][added: procedures at such sites.]

Although we maintain functional groups whose primary purpose is to ensure we implement effective HSE work procedures throughout our organization, including project sites and maintenance sites, the failure to comply with such regulations could subject us to [added: fines as well as criminal and/or civil] liability.

For fiscal [removed: 2023,] [added: 2024,] approximately [removed: 25.9%] [added: 31.1%] of our revenues were earned under fixed-price contracts.

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

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

If we fail to properly document the nature of our claims and change orders or are otherwise unsuccessful in negotiating reasonable settlements with our clients, subcontractors and vendors, we will likely incur cost overruns, reduced profits or, in some cases, [added: could] result in a loss for a project.

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

As of the end of fiscal [removed: 2023,] [added: 2024,] our backlog totaled approximately [removed: $29.1] [added: $21.8] billion.

The U.S. federal government represented approximately [removed: 31%] [added: 10%] of our total revenue in fiscal [removed: 2023.][added: 2024.]

These contracts, which are [removed: a significant] [added: an important] source of our revenue and profit, are subject to additional risks compared to contracts with private sector clients:

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

The U.S. federal government has increasingly relied upon multiple-year contracts with [added: multiple contractors that generally require those contractors to engage in an additional competitive procurement process for each task order issued under a contract.]

[removed: We also issue reports] and opinions to clients based on our professional expertise, such as issuing opinions and reports to government clients in connection with securities offerings.

Such events could result in significant professional [added: liability, general liability] or product liability and warranty or other claims against us that could be highly publicized and have reputational harm, especially if public safety is impacted.

Further, even where coverage applies, the policies have limits and deductibles or [removed: retentions,] [added: retentions or quota shares,] which [removed: results] [added: could result] in our assumption of exposure for certain amounts with respect to any claim filed against us.

An uninsured claim, either in part or in whole, as well as any claim covered by insurance but subject to a policy limit, high deductible and/or [removed: retention,] [added: retention or quota share,] if successful and of a material magnitude, could have a material adverse impact on our business, financial condition and results of operations.

We can also be exposed to claims if we agreed that a project will achieve certain performance standards or satisfy certain technical [added: requirements and those standards or requirements are not met.]

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

With a workforce of approximately [removed: 60,000] [added: 45,000] people globally, we are also party to labor and employment claims in the normal course of business.

Pending or future claims against us could result in professional liability, [removed: product liability,] criminal liability, [added: professional] warranty obligations, default under our credit agreements and other liabilities which, to the extent we are not insured against a loss or our insurer fails to provide coverage, could have a material adverse impact on our business, financial condition, and results of operations and damage our reputation.

Catastrophic events, litigation claims, and other market factors can result in decreased coverage limits, coverage that is more limited, increased premium costs or higher deductibles and/or [removed: retentions.][added: retentions or quota shares.]

We have also elected to retain a portion of losses that may occur through the use of various deductibles, [removed: retentions] [added: retentions, quota shares] and limits under these programs.

[removed: A] [added: In the United States, the upcoming change in the administration may result in a] reduction in the amount of governmental funding [removed: available] [added: available, which] could materially affect our results of operations.

[added: If a subcontractor, supplier, or] manufacturer fails to provide services, supplies, parts or equipment as required under a contract for any reason, or fails to provide such services, supplies, parts or equipment in accordance with applicable quality standards as required by the contract or regulation, we will be required to source these services, equipment, parts or supplies from other third parties on a delayed basis or on less favorable terms, which could impact contract profitability and/or could result in claims against us for damages.

Such misconduct includes the failure to comply with government procurement regulations, regulations regarding the protection of classified information, regulations prohibiting bribery and other corrupt practices, regulations regarding the pricing of labor and other costs in government contracts, regulations on lobbying or similar activities, regulations pertaining to the internal controls over financial [added: and non-financial] reporting, regulations pertaining to export control, environmental laws, employee wages, pay and benefits, and any other applicable laws or regulations.

Risks Related to the Separation Transaction

- We may not achieve some or all of the expected benefits of the Separation Transaction, and the Separation Transaction may adversely impact our business and results of operation.

- The Separation Transaction could result in a significant tax liability if the terms of the private letter ruling are not satisfied.

- Increasing scrutiny and changing and conflicting expectations from governmental organizations, clients, investors, suppliers and partners, communities and our employees with respect to our ESG and diversity and inclusion-related practices may impose additional costs on us or expose us to new or additional risks.

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Fixed-price contracts are established in part on proposed designs, which may be partial or incomplete, cost

We also issue reports

As a provider of information technology services operating in multiple regulated industries and geographies and a government contractor, we and our service providers, suppliers and subcontractors collect, store, transmit and otherwise process personal, confidential, proprietary and sensitive information, including classified information.

The U.S. federal government has continued to raise concerns about the potential for cyber-attacks generally as a result of heightened geopolitical tension and conflicts, including the Russia-Ukraine and Israel-Hamas conflicts and the escalating tensions in the Middle East, among others.

As such, we may be unable to anticipate these techniques or to implement adequate preventative measures.

Furthermore, as cybersecurity threats rapidly evolve in sophistication and become more prevalent globally, the associated risks described above may increase.

Given that the techniques used in cyberattacks change frequently and may be difficult to detect for periods of time, we may face difficulties in anticipating and implementing adequate preventative measures or mitigating harms after such an attack.

In addition, laws, regulations, government guidance, and industry standards and practices in the United States and elsewhere are rapidly evolving to combat these threats.

We may face increased compliance burdens regarding such requirements with regulators and also incur additional costs for oversight and monitoring of our own systems.

We may use third-party open source software in our products.

Some open source licenses, such as “copyleft” open source licenses, require end-users who distribute software and services that include open source software to also make available all or part of such software’s source code.

If our activities were determined to be non-compliant with the terms of any applicable “copyleft” open source licenses, we may be required to publicly release all or part of our proprietary source code for limited or no cost and our business and financial performance could be adversely affected.

We will also need to continue to respond to and anticipate changes resulting from artificial intelligence and other similarly disruptive technologies.

If we are not successful in preserving and protecting our intellectual property rights and licenses, including trade secrets, or in staying ahead of developing artificial intelligence technologies, our business, financial condition and results of operations could be materially adversely affected.

Government authorities may obtain certain information related to, or rights in or to the intellectual property in, our products or services.

This may allow government authorities to disclose such information or license such intellectual property to third parties, including our competitors, which could have a material adverse impact on our business, financial condition and results of operations.

We also continue to monitor changes in global pension regulations, as the complexity of pension laws in the jurisdictions where we sponsor plans (for example in the UK and as highlighted by the recent Virgin Media case) can present financial risks in the event of non-compliance.

When making contract proposals, we rely heavily on our estimates of costs and timing to complete the associated projects, as well as assumptions regarding technical issues.

Our profitability may be adversely affected when we incur contract costs that we cannot bill to our customers.

Additionally, as we diversify and expand our product offerings, there is also an increased risk

We may use artificial intelligence, machine learning, data science and similar technologies in our business, and challenges with properly managing such technologies could result in reputational harm, competitive harm, and legal liability, and adversely affect our business, financial condition and results of operations.

Artificial intelligence, machine learning, data science and similar technologies (collectively, “AI”), including third-party AI tools, may be enabled by, or integrated into some of our business and solutions.

As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business.

AI algorithms may be flawed or biased.

Datasets used to train or develop AI systems may be insufficient, of

inferior quality, or contain biased information.

Additionally, the laws and regulations concerning the use of AI continue to evolve.

If the use or integration of AI systems, or the outputs generated by such systems, were determined to be non-compliant (e.g., in relation to intellectual property or data privacy rights), this may result in liability, including legal liability, or adversely affect our business, reputation, brand, financial condition and results of operations.

It is possible that emerging regulations may limit or block the use of AI in our business and solutions or otherwise impose other restrictions that may affect or impair the usability or efficiency of our business or services for an extended period of time or indefinitely.

Our competitors or other third parties may incorporate AI into their product development, product offerings, technology and infrastructure products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our business, financial condition and results of operations.

We maintain our cash at financial institutions, often in balances that exceed federally insured limits.

The majority of our cash is held in accounts at U.S. banking institutions that we believe are of high quality.

Cash held in depository accounts may at times exceed the $250,000 Federal Deposit Insurance Corporation insurance limits.

If such banking institutions were to fail, we could lose all or a portion of those amounts held in excess of such insurance limitations.

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

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

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

- Our transaction to combine CMS and portions of DVS with Amentum may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits.

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

This is a transformative time for the Company.

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

During the first quarter of fiscal 2023, we created a new operating segment, Divergent Solutions, which, consistent with our corporate strategy, is aligned to our data solutions growth accelerator.

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

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

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

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

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

multiple contractors that generally require those contractors to engage in an additional competitive procurement process for each task order issued under a contract.

requirements and those standards or requirements are not met.

If a subcontractor, supplier, or

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

instances, cause damage to our reputation.

We are pursuing a plan to separate and combine our Critical Mission Services business and a portion of our Divergent Solutions business with Amentum in a tax-efficient Reverse Morris Trust transaction.

The proposed transaction may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits.

On November 20, 2023, we entered into definitive agreements to separate and combine our Critical Mission Services business and a portion of our Divergent Solutions business (the “Separated Business”) with Amentum in a transaction intended to be tax-free to Jacobs’ shareholders for U.S. federal income tax purposes.

As part of the transaction,

it is contemplated that immediately prior to the transaction, the Separated Business would enter into third-party financing in an aggregate principal amount of approximately $1.13 billion to finance a $1.0 billion cash payment to Jacobs.

The cash payment is subject to adjustment and could be less or more than anticipated primarily due to variances in working capital and net debt.

In connection with the transaction, our stockholders will receive up to 51% percent of the outstanding equity of the combined company on a fully diluted basis.

Additionally, subject to achievement of certain operating profit targets during fiscal year 2024, Jacobs will receive between 7.5% and 12% of the outstanding equity of the combined company on a fully diluted basis.

The actual value of the stock to be received by our stockholders will depend on the value of such shares at the time of closing of the transaction.

The distribution will be effected by means of a pro rata dividend in a spin-off transaction.

There can be no assurance that the operating profit targets of the Separated Business will be achieved, and if not achieved, Amentum's shareholders may own as much as 41.5% of the combined company.

Although we expect the transaction to be consummated in the second half of our fiscal year 2024, the transaction is subject to closing conditions, including the receipt of regulatory approvals, an I.R.S. private letter ruling, and receipt of opinions of tax counsel.

There can be no assurance that the conditions to closing will be satisfied in a timely manner or at all, or that any regulatory approvals will not contain adverse conditions.

We also have no assurance that we will be able to realize the intended benefits and tax treatment of the transaction or that the new combined company will perform as expected.

The announcement and pendency of the transaction could also cause disruptions in our and Amentum's respective businesses, including potential adverse reactions or changes to business relationships and competitive responses to the transaction.

The transaction will also require significant amounts of time and effort which could divert management’s attention from operating and growing our business.

Any of the foregoing could adversely affect our business, financial condition and results of operations.

Declines in our sales, earnings and cash flows could also result in future asset impairments (including goodwill).

Our services and solutions span water, energy, the natural and built environment, transportation, national security, cyber and aerospace.

The Biden Administration has made climate change and the limitation of GHG emissions one of its initial and primary objectives.

Further, investors have recently increased their focus on environmental, social and governance matters, including practices related to GHGs and climate change.

An increasing percentage of the investment community considers sustainability factors in making investment decisions, and an increasing number of entities are considering sustainability factors in awarding business.

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

The actuarial assumptions used in determining the funded [removed: statuses] [added: status] of the [added: respective] plans are provided in Note 13- *Pension and Other [removed: Postretirement] [added: Post Retirement] Benefit Plans* of [added: the] Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.

The expected rates of return on plan assets ranged from [removed: 3.3%] [added: 5.3%] to [removed: 7.5%] [added: 7.6%] for fiscal [removed: 2023] [added: 2024] and range from [removed: 5.3%] [added: 4.6%] to [removed: 7.6%] [added: 7.8%] for fiscal [removed: 2024.][added: 2025.]

We believe the range of rates selected for fiscal [removed: 2024] [added: 2025] reflects the long-term returns expected on the plans’ assets, considering recent market conditions, projected rates of inflation, the diversification of the plans’ assets, and the expected real rates of market returns.

The discount rates used to compute plan liabilities ranged from [removed: 2.4%] [added: 3.8%] to [removed: 7.4%] [added: 6.9%] in fiscal [removed: 2023] [added: 2024] and range from [removed: 3.8%] [added: 3.4%] to [removed: 6.9%] [added: 7.0%] in fiscal [removed: 2024.][added: 2025.]

For example, if the discount rate used to value the net pension benefit obligation (“PBO”) at September [removed: 29, 2023] [added: 27, 2024] was lower or higher by 1.0%, the PBO would have been higher or lower, respectively, at that date by approximately [removed: $139.9] [added: $158.7] million for non-U.S. plans, and by approximately [removed: $19.8] [added: $21.0] million for U.S. plans.

If the expected return on plan assets was lower or higher by 1.0%, the net periodic pension cost for fiscal [removed: 2023] [added: 2024] would be higher or lower, respectively, by approximately [removed: $12.4] [added: $13.1] million for non-U.S. plans, and by approximately [removed: $3.2][added: $2.9 million for U.S. plans.]

Because the interests are redeemable at the option of the holders and not solely within the control of the Company, the Company [added: has] classified the interests in redeemable noncontrolling interests [removed: within] [added: in the mezzanine section of] its Consolidated Balance Sheet at their redemption values.

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

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

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

For the [removed: 2023] [added: 2024] fiscal year, [removed: in connection with the separation activities of the CMS business and part of our DVS business,] we performed a quantitative impairment test of the [removed: CMS and] DVS reporting [removed: units] [added: unit at the beginning of the fourth quarter] and determined that the fair value of [removed: these] [added: this] reporting [removed: units] [added: unit] exceeded [removed: their] [added: its] respective carrying value.

For the Fiscal Years Ended September [added: 27, 2024, September] 29, [removed: 2023,] [added: 2023 and] September 30, [removed: 2022 and October 1, 2021][added: 2022]

| | | | September [removed: 29, 2023] [added: 27, 2024] | | | | | | September [removed: 30, 2022] [added: 29, 2023] | | | | | | [removed: October 1, 2021] [added: September 30, 2022] | | |

| Net [removed: (Loss)] Earnings of the Group from Discontinued [removed: Operations] [added: Operations, net of tax] | | | [removed: (842)] [added: 206,850] | | | | | | [removed: (32)] [added: 300,017] | | | | | | [removed: 10,008] [added: 304,243] | | |

| Net Earnings of the Group | | | [removed: 719,656] [added: 852,643] | | | | | | [removed: 715,412] [added: 719,656] | | | | | | [removed: 430,829] [added: 715,412] | | |

| Net Earnings Attributable to Noncontrolling Interests from Continuing Operations | | | [removed: (32,265)] [added: (17,990)] | | | | | | [removed: (36,788)] [added: (18,900)] | | | | | | [removed: (39,213)] [added: (22,420)] | | |

| Net [removed: (Earnings) Loss] [added: Earnings] Attributable to Redeemable Noncontrolling Interests | | | [removed: (21,614)] [added: (14,999)] | | | | | | [removed: (34,585)] [added: (21,614)] | | | | | | [removed: 85,414] [added: (34,585)] | | |

| Net Earnings Attributable to Jacobs | | | $ | [removed: 665,777] [added: 806,093] | | | | | $ | [removed: 644,039] [added: 665,777] | | | | | $ | [removed: 477,030] [added: 644,039] | |

| Basic Net Earnings from Continuing Operations Per Share | | | $ | [removed: 5.33] [added: 4.81] | | | | | $ | [removed: 5.01] [added: 3.06] | | | | | $ | [removed: 3.15] [added: 2.75] | |

| Basic Net [removed: (Loss)] Earnings from Discontinued Operations Per Share | | | $ | [removed: (0.01)] [added: 1.54] | | | | | $ | [removed: —] [added: 2.26] | | | | | $ | [removed: 0.08] [added: 2.25] | |

| Basic Earnings Per Share | | | $ | [removed: 5.32] [added: 6.35] | | | | | $ | [removed: 5.01] [added: 5.32] | | | | | $ | [removed: 3.22] [added: 5.01] | |

| Diluted Net Earnings from Continuing Operations Per Share | | | $ | [removed: 5.31] [added: 4.79] | | | | | $ | [removed: 4.98] [added: 3.05] | | | | | $ | [removed: 3.12] [added: 2.74] | |

| Diluted Net [removed: (Loss)] Earnings from Discontinued Operations Per Share | | | $ | [removed: (0.01)] [added: 1.54] | | | | | $ | [removed: —] [added: 2.25] | | | | | $ | [removed: 0.08] [added: 2.24] | |

| Diluted Earnings Per Share | | | $ | [removed: 5.30] [added: 6.32] | | | | | $ | [removed: 4.98] [added: 5.30] | | | | | $ | [removed: 3.20] [added: 4.98] | |

Net earnings attributable to the Company from continuing operations for fiscal [removed: 2023] [added: 2024] were [removed: $666.6] [added: $612.8] million (or [removed: $5.31] [added: $4.79] per diluted share), an increase of [removed: $22.5] [added: $233.7] million, or [removed: 3.5%,] [added: 61.6%,] from [removed: $644.1] [added: $379.1] million (or [removed: $4.98] [added: $3.05] per diluted share) for the prior year.

The current year results reflected higher year-over-year operating profit of [removed: $157.4] [added: $16.0] million, which benefited from favorable year-over-year underlying operating [removed: results for Jacobs businesses,] [added: results,] primarily [removed: P&PS,] [added: in the Infrastructure & Advanced Facilities ("I&AF") segment,] as discussed below in the *Segment Financial Information* section.

[removed: Additionally, the] [added: Fiscal] 2023 [removed: year-to-date period] [added: gross profit] was [removed: impacted by approximately $15.0 million in net] favorable [added: due to higher revenue as mentioned above and] impacts from cost reductions associated mainly with first quarter 2023 changes in employee benefit programs, which were partly offset by higher spend in company technology platforms and other personnel and corporate cost increases.

[removed: Additionally, miscellaneous (expense) income] [added: The increase in expense from fiscal 2022] was [removed: impacted year over year by] [added: due primarily to] an increase in pension costs associated with higher interest rate impacts in [removed: the current year] [added: fiscal 2023] along with comparatively unfavorable foreign exchange gains and losses in [removed: the current year.][added: fiscal 2023.]

Finally, year-over-year net earnings impacts associated with redeemable noncontrolling interests were lower by [removed: $(13.0)] [added: $(6.6)] million and were attributable mainly to lower after-tax earnings results in our PA Consulting investment compared to the prior [removed: year which were impacted in fiscal 2023 by the PA severance charges discussed above.][added: year.]

Revenues for the year ended September [removed: 29, 2023] [added: 27, 2024] were [removed: $16.35] [added: $11.50] billion, an increase of [removed: $1.43] [added: $0.65] billion, or [removed: 9.6%,] [added: 6.0%,] from [removed: $14.92] [added: $10.85] billion for the prior year.

Additionally, the increase in revenues for fiscal 2023 were partially offset by an unfavorable impact of foreign currency translation of [removed: $222.3] [added: $175.3] million in our international businesses, as compared to an unfavorable impact of [removed: $346.3] [added: $277.3] million for the corresponding period last fiscal year.

Gross profit for the year ended September [removed: 29, 2023] [added: 27, 2024] was [removed: $3.47] [added: $2.83] billion, up [removed: $146.3] [added: $121.9] million, or [removed: 4.4%,] [added: 4.5%,] from [removed: $3.33] [added: $2.71] billion for the prior year.

Our gross profit margins were [removed: 21.2% and 22.3%] [added: approximately 25.0%] for the years ended September 29, 2023 and September 30, 2022, respectively.

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

Selling, general & administrative expenses for the year ended September [removed: 29, 2023] [added: 27, 2024] were [removed: $2.40] [added: $2.14] billion, [removed: a decrease] [added: an increase] of [removed: $11.1] [added: $105.9] million, or [removed: 0.5%,] [added: 5.2%,] from [removed: $2.41] [added: $2.03] billion for the prior year.

The current year's results were impacted by Restructuring and other charges of [removed: $63.4] [added: $163.4] million in separation activities (mainly professional services and employee separation costs) relating to the [removed: CMS separation transaction, approximately $14.3 million] [added: Separation Transaction] in [removed: costs associated with the Company's restructuring initiatives relating] [added: comparison] to [removed: its investment in PA Consulting (primarily employee separation costs) and $50.7 million in] [added: prior period] costs [removed: associated with the Company's transformation initiatives relating to real estate (compared to $78.3 million for fiscal 2022).][added: of $61.1 million.]

Fiscal 2022 was impacted by the final pre-tax $91.3 million settlement of the Legacy CH2M Matter, net of previously recorded reserves, mentioned above and approximately $27 million in third party recoveries was recorded as receivables reducing [removed: SG&A, which is further discussed in Note 18 - *Contractual Guarantees, Litigation, Investigations and Insurance*.][added: SG&A.]

[removed: The current year] [added: Fiscal 2023] results were also impacted by [removed: higher investments in company technology platforms, offset in part by] decreases in real estate related costs, as well as other department spend decreases due in part to the Company's transformation initiatives.

Lastly, SG&A expenses benefited from favorable foreign exchange impacts of [removed: $42.5] [added: $58.9] million for the year ended September 29, 2023 as compared to favorable impacts of [removed: $76.4] [added: $90.7] million for fiscal 2022.

| Revenues | | | $ | 11,500,941 | | | | | $ | 10,851,420 | | | | | $ | 9,783,074 | |

| Direct cost of contracts | | | (8,668,185) | | | | | | (8,140,560) | | | | | | (7,203,115) | | |

| Gross profit | | | 2,832,756 | | | | | | 2,710,860 | | | | | | 2,579,959 | | |

| Selling, general and administrative expenses | | | (2,140,320) | | | | | | (2,034,376) | | | | | | (2,040,075) | | |

| Operating Profit | | | 692,436 | | | | | | 676,484 | | | | | | 539,884 | | |

| Interest income | | | 34,454 | | | | | | 24,975 | | | | | | 4,301 | | |

| Interest expense | | | (169,058) | | | | | | (168,085) | | | | | | (100,187) | | |

| Miscellaneous income (expense), net | | | 219,454 | | | | | | (12,399) | | | | | | 33,499 | | |

| Total other income (expense), net | | | 84,850 | | | | | | (155,509) | | | | | | (62,387) | | |

| Earnings from Continuing Operations Before Taxes | | | 777,286 | | | | | | 520,975 | | | | | | 477,497 | | |

| Income Tax Expense for Continuing Operations | | | (131,493) | | | | | | (101,336) | | | | | | (66,328) | | |

| Net Earnings of the Group from Continuing Operations | | | 645,793 | | | | | | 419,639 | | | | | | 411,169 | | |

| Net Earnings Attributable to Jacobs from Continuing Operations | | | 612,804 | | | | | | 379,125 | | | | | | 354,164 | | |

| Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations | | | (13,561) | | | | | | (13,365) | | | | | | (14,368) | | |

| Net Earnings Attributable to Jacobs from Discontinued Operations | | | 193,289 | | | | | | 286,652 | | | | | | 289,875 | | |

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

2024 Overview

Further, current year results were favorably impacted by $186.9 million in pre-tax mark-to-market gains associated with our investment in Amentum stock recorded in connection with the Separation Transaction (see Note 14- *Discontinued Operations*).

The favorable underlying operating performance was achieved despite higher year over year pre-tax Restructuring and other charges and transaction costs due primarily to expenses incurred relating to the Separation Transaction amounting to $144.2 million (primarily professional services and employee separation costs), compared to fiscal 2023 amounts of $142.5 million mainly associated with the Company's Restructuring and other charges and transaction costs relating to expenses incurred in conjunction with the real estate transformation rescaling initiatives and the PA Consulting restructuring program charges (primarily employee separation costs) and expenses incurred relating to the Separation Transaction (primarily professional services).

See Note 17- *Restructuring and Other Charges.*

Net interest expense was favorable by $8.5 million in the current year compared to the prior year due primarily to the Company's higher levels of cash and lower overall levels of outstanding debt compared to fiscal 2023.

Miscellaneous net income was favorable by $231.9 million for the current year compared to the corresponding fiscal 2023 amount, due mainly to $186.9 million in pre-tax mark-to-market gains associated with the Company's investment in Amentum stock, as well as a $35.2 million realized gain on interest rate swaps settled during the fourth quarter of fiscal 2024, which is further discussed in Note 18- *Commitments and Contingencies and Derivative Financial Instruments.*

Income taxes were higher in the current year by $30.2 million due primarily to $55.8 million tax expense from higher year-over-year pre-tax book income.

The overall higher income tax expense was offset by a $61.6 million discrete income tax benefit related to the election to treat an Australian subsidiary as a corporation versus a partnership for U.S. tax purposes, which resulted in the derecognition of a deferred tax liability in fiscal year 2024.

Also, a net tax benefit of $39.4 million was recorded in fiscal year 2023 relating to the effective settlement of uncertain tax positions.

Net earnings attributable to Jacobs from discontinued operations for fiscal 2024 were $193.3 million (or $1.54 per diluted share), a decrease of $93.4 million, or 32.6%, from $286.7 million (or $2.25 per diluted share) compared to the prior year due mainly to higher charges associated with the Separation Transaction in the current year.

Backlog at September 27, 2024 was $21.8 billion, up $4.0 billion, from $17.8 billion for the prior year primarily driven by new business awards in our Americas business.

Fiscal 2024 Compared to Fiscal 2023

The increase in revenues was due mainly to improved performance of our I&AF business, as well as higher revenues year over year in our PA Consulting business.

The I&AF business benefited primarily from stronger performance in its Advanced Facilities and international business operations.

Our revenues for fiscal 2024 were favorably impacted by foreign currency translation of $77.0 million in our international businesses, as compared to an unfavorable impact of $175.3 million for the last fiscal year.

The Company's increase in gross profit was mainly attributable to higher revenues as mentioned above, with slight margin impacts from year over year mix and personnel cost impacts.

Overall project mix impacts in our portfolios, personnel costs and utilization trends primarily in the PA Consulting business had mostly offsetting impacts on our overall margin trends year over year.

Further our SG&A expenses were impacted by slight increases in other department spend and personnel costs.

The decrease in net interest expense for the fiscal year 2024 was due primarily to the Company's higher levels of cash and lower overall levels of outstanding debt compared to the last fiscal year.

The increase in income from fiscal 2023 was due primarily to $186.9 million in mark-to-market gains associated with our investment in Amentum stock in connection with the Separation Transaction and a $35.2 million realized gain on interest rate swaps settled during the fourth quarter of fiscal 2024.

Net earnings attributable to Jacobs from discontinued operations for fiscal 2024 were $193.3 million (or $1.54 per diluted share), a decrease of $93.4 million, or 32.6%, from $286.7 million (or $2.25 per diluted share) for the last year.

Included in the current year results from discontinued operations is $98.3 million in costs related to the Separation Transaction and approximately $18 million in pre-tax non-cash charges associated with one-time inventory write downs.

Net earnings attributable to noncontrolling interests including redeemable noncontrolling interests for the year ended September 27, 2024 of $33.0 million and $40.5 million for the corresponding period last year.

The year over year changes were primarily due to lower net earnings results in our PA Consulting investment compared to the prior year periods.

Page 48

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

million for U.S. plans.

acquisition date.

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

| Revenues | | | $ | 16,352,414 | | | | | $ | 14,922,825 | | | | | $ | 14,092,632 | |

| Direct cost of contracts | | | (12,879,099) | | | | | | (11,595,785) | | | | | | (11,048,860) | | |

| Gross profit | | | 3,473,315 | | | | | | 3,327,040 | | | | | | 3,043,772 | | |

| Selling, general and administrative expenses | | | (2,398,078) | | | | | | (2,409,190) | | | | | | (2,355,683) | | |

| Operating Profit | | | 1,075,237 | | | | | | 917,850 | | | | | | 688,089 | | |

| Interest income | | | 26,013 | | | | | | 4,489 | | | | | | 3,503 | | |

| Interest expense | | | (168,108) | | | | | | (100,246) | | | | | | (72,714) | | |

| Miscellaneous (expense) income, net | | | (16,463) | | | | | | 54,254 | | | | | | 76,724 | | |

| Total other (expense) income, net | | | (158,558) | | | | | | (41,503) | | | | | | 7,513 | | |

| Earnings from Continuing Operations Before Taxes | | | 916,679 | | | | | | 876,347 | | | | | | 695,602 | | |

| Income Tax Expense for Continuing Operations | | | (196,181) | | | | | | (160,903) | | | | | | (274,781) | | |

| Net Earnings of the Group from Continuing Operations | | | 720,498 | | | | | | 715,444 | | | | | | 420,821 | | |

| Net Earnings Attributable to Jacobs from Continuing Operations | | | 666,619 | | | | | | 644,071 | | | | | | 467,022 | | |

2023 Overview

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

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

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

Income taxes were higher in the current year by $35.3 million due primarily to reduced total tax benefits in fiscal 2023, consisting of $39.4 million mostly related to uncertain tax positions in the U.S. that were effectively settled, as well as $13.0 million for the release of previously valued foreign tax credits, as compared to prior year favorable impacts of $33.1 million for a change in the realizability of foreign tax credits due to a change in the U.S. foreign tax credit regulations, $26.0 million for a change in judgment on the realizability of domestic deferred tax assets which are capital in nature, and $9.1 million due to the reversal of a withholding tax accrual on certain intercompany loans.

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

Backlog at September 29, 2023 was $29.1 billion, up $1.2 billion, from $27.9 billion for the prior year.

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

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

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

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

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

Fiscal 2022 Compared to Fiscal 2021

The increase in revenues was due mainly to fiscal 2022 incremental revenues from the PA Consulting investment completed in March 2021, the Buffalo Group acquisition in November 2020, and the StreetLight and BlackLynx acquisitions in fiscal 2022, as well as revenue benefits from increased spending in our U.S. government business sector client base.

Additionally, fiscal 2022 was unfavorably impacted by (1) certain large contract wind downs in the U.S and (2) foreign currency translation of $346.3 million in our international businesses, as compared to favorable impacts of $238.6 million for the corresponding period in fiscal 2021.

The increase in our gross profit and gross profit margins were mainly attributable to the fiscal 2022 impacts of the recent business acquisitions mentioned above and favorable impacts from the business results of our PA Consulting investment on a year-to-date basis along with revenue benefits from increased spending in the U.S. government business sector noted above.

The increases in gross profit during fiscal 2022 were partially offset by the impacts from the recent large contract wind downs in the U.S. mentioned above, as well as increases in labor costs associated with moderation of COVID-19 mitigation efforts and a competitive labor market along with inflation impacts and incremental investments to support projected top-line growth.

Fiscal 2022's results were impacted by incremental SG&A expenses from the business acquisitions mentioned above (mainly PA Consulting) of $150.0 million (including $48.9 million in additional amortization expense for acquired intangibles and excluding the compensation related charge discussed below) due to fiscal 2021 including activity related to the acquired businesses and investment in PA Consulting only for the partial periods subsequent to the applicable acquisition date.

Additionally, Restructuring and other charges for fiscal 2022 included $91.3 million pre-tax attributable to the final settlement of the Legacy CH2M Matter, approximately $27 million in third party recoveries was recorded as receivables reducing SG&A, which is further discussed in Note 18 - *Contractual Guarantees, Litigation, Investigations and Insurance* and in costs associated in part with the Company's transformation initiatives relating to real estate.

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

Additionally, fiscal 2021 included Restructuring and other charges of $261 million for pre-tax costs incurred in connection with the investment in PA Consulting, in part classified as compensation costs reported in selling, general and administrative expenses.

Net interest expense for the year ended September 30, 2022 was $95.8 million, an increase of $26.5 million from $69.2 million for fiscal 2021.

As of September [removed: 29, 2023,] [added: 27, 2024,] we had an aggregate of [removed: $1.78] [added: $1.13] billion in outstanding borrowings under our Revolving Credit Facility and Term Loan Facilities.

However, as discussed in Note [removed: 17] [added: 18] - *Commitments and Contingencies and Derivative Financial Instrument*s, we have swap agreements with an aggregate notional value of [removed: $769.1] [added: $200.0] million in place to convert the variable rate interest-based liabilities associated with a corresponding amount of our debt into fixed interest rate liabilities, leaving [removed: $1.01] [added: $0.93] billion in principal amount subject to variable interest rate risk.

[removed: These are discussed in further detail in] [added: See] Note [removed: 17] [added: 18] - *Commitments and [removed: Contingencies] [added: Contingencies] and Derivative Financial Instrument*s.

For the year ended September [removed: 29, 2023,] [added: 27, 2024,] our weighted average floating rate borrowings that are subject to floating rate exposure were approximately [removed: $2.2] [added: $1.4] billion.

If floating interest rates had increased by 1.00%, our interest expense for the year ended September [removed: 29, 2023] [added: 27, 2024] would have increased by approximately [removed: $22.4] [added: $14.1] million.

The Company has [removed: $857.7] [added: $827.3] million in notional value of exchange rate sensitive instruments at September [removed: 29, 2023.][added: 27, 2024.]

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

During the fourth quarter of fiscal 2024, in connection with the Separation Transaction, the Company repaid the outstanding USD and GBP portion of the 2020 Term Loan Facility.

During the fourth quarter of fiscal 2024, in connection with the Separation Transaction, the Company terminated two interest rate swaps with an aggregate notional value of $554.7 million.

Page 65

Over the last [removed: seven] [added: eight] years, Jacobs has been on a transformation journey, starting with a re-emphasis on business excellence, our culture and brand, and evolving our portfolio to [removed: create an inclusive, technology-forward company producing the critical] [added: become a science-based consulting and advisory] solutions [added: provider focused on delivering some] of [removed: tomorrow.][added: the world’s most complex sustainability, critical infrastructure and advanced manufacturing challenges.]

Acquisitions of [removed: Buffalo Group,] BlackLynx and StreetLight further positioned us as a leader in high-value [removed: government services] [added: critical infrastructure] and technology-enabled solutions.

We began trading [removed: as] [added: under the new ticker symbol] “J” on the New York Stock Exchange in December 2019, and in March 2021 our Global Industry Classifications Standard code changed to Research & Consulting Services.

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

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

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

[removed: We know we have a pivotal role to play across the entire] [added: Our] Climate Response [removed: value chain – focusing] [added: accelerator focuses] on [added: the] end-to-end solutions [added: we co-create with clients] in energy transition, decarbonization, adaptation and resilience, and regenerative and nature-based climate solutions.

[added: Our Data Solutions accelerator harnesses our data and digital capabilities,] products and tools to help our clients operate more efficiently in a safe environment and capitalize on their data more than ever before.

[removed: ][added: ]

][added: (003).jpg](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/jec-20240927_g2.jpg)]

[removed: Aligned with the United Nations' (UN) Sustainable Development Goals (SDGs),] PlanBeyond® [removed: is our approach to integrating] [added: integrates] sustainability throughout our operations and client solutions — planning beyond today for a more sustainable [removed: future for everyone.][added: future.]

[removed: ][added: ]

[removed: Jacobs identified] Climate Response [removed: as] [added: is] one of three [removed: core] growth accelerators within our fiscal 2022 to 2024 Company Strategy – aligning positive societal impact with long-term business growth.

Our net-zero [removed: targets are] [added: target is] approved by the Science Based Targets [removed: initiative] [added: initiative,] and our carbon neutrality status is in line with the international standard PAS 2060.

[removed: Detailed in] [added: As part of] our Carbon Neutrality Commitment, [removed: starting in 2020 and throughout fiscal 2021,] we achieved 100% low-carbon electricity, and we [removed: also] became carbon neutral for our operations and business travel in 2020.

[removed: The] [added: Launched in fiscal 2023, Jacobs’ Sustainability Linked Bonds (SLBs) further reflect how we are incorporating sustainability into the Company's financing strategy, with the] SLBs' [removed: performance is] [added: interest rate] underpinned by two Key Performance [removed: Indicators,] [added: Indicators –] one [removed: that is directly] linked to Gender Equality and Reduced Inequalities (UN SDG 5 and UN SDG 10) and the other to Climate Action (UN SDG 13).

[removed: Our ESG Disclosures Report shares] [added: We report] our Environmental, Social and Governance (ESG) [removed: performance, reported in alignment with] [added: performance annually, following] the Sustainability Accounting Standards Board [removed: framework.][added: framework and informed by Global Reporting Initiative standards.]

[removed: Every year, we] [added: We] invest in local communities [removed: not only where our employees live and work, but] globally, collaborating with charities and not-for-profit organizations to make a positive impact and live our values.

In fiscal [removed: 2023,] [added: 2024,] we donated over $3.2 million to [removed: 2,700+] [added: 2,600+] charities across [removed: 29] [added: 23] countries.

Our people tracked approximately [removed: 21,000] [added: 18,000] volunteer hours [removed: and completed] [added: including] nearly [removed: 1,700 engagement activities.][added: 9,000 STEAM volunteer hours.(1)]

Social Value and Equity [removed: Advisory][added: Advisory in our Client Solutions]

[removed: Supporting UN SDG 10: Reduced Inequalities, we] [added: We] integrate social value and equity considerations [removed: and innovations] into [removed: the solutions we deliver for] our [removed: clients.][added: client solutions.]

We [removed: work with our clients to] help [removed: them] [added: clients] realize social value opportunities through their projects and services by embedding [added: and measuring] social, economic and environmental benefit generation in what they do.

Our blueprint for creating social value through infrastructure [removed: investments sets the overarching framework for the solutions we provide] [added: investment enables us] to help clients [removed: create social value and] contribute to a more inclusive [removed: economy.][added: economy and equitable society.]

[removed: Our partner and fully owned subsidiary] Simetrica-Jacobs [removed: specializes in social value, wellbeing research and impact evaluation, and has contributed to] [added: deploys] internationally endorsed methods set out by the Organisation for Economic Co-operation and Development [removed: (OECD)] and government-produced guidelines, including the U.K. Government’s HM Treasury Green Book.

[removed: ][added: ]

[removed: As global challenges to our security, wellbeing and ability to operate evolve, BeyondZero®] [added: Our BeyondZero® program] continues to drive a safer, more secure, [removed: healthier] [added: healthier,] and more resilient future for our [removed: Jacobs family.][added: people, our communities and the environment.]

[removed: ][added: ]

[removed: To us, everything we do – whether] [added: Whether] tackling water scarcity, aging infrastructure, access to life-saving therapies or sophisticated [removed: cyberattacks – is more than] [added: cyberattacks, we take on some of the world’s biggest challenges, bringing] a [removed: job.][added: different way of thinking to everything we do.]

[removed: ][added: ]

[removed: ][added: ]

The Company has recently [removed: made, or announced its intention to make,] [added: made] the following acquisitions, strategic investments and divestitures:

StreetLight is a pioneer of mobility analytics [removed: who] [added: which] uses its data and machine learning resources to shed light on mobility and enable users to solve complex transportation problems.

- On November 19, 2021, Jacobs acquired BlackLynx, Inc. ("BlackLynx"), a provider of high-performance software, to complement Jacobs' portfolio of [removed: cyber, intelligence and] digital solutions.

During fiscal [removed: 2023,] [added: 2024,] the Company repurchased [removed: $265.7] [added: $402.7] million in shares.

During fiscal [removed: 2023,] [added: 2024,] the Company paid dividends of [removed: $0.23 per share in the first quarter and $0.26] [added: $0.29] per share in the [added: first,] second, third and fourth quarters.

For additional information regarding our segments, including information about our financial results by segment and financial results by geography, see Note [removed: 19] [added: 20] - *Segment Information* of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.

[removed: Critical] [added: Separation of Critical] Mission Solutions [removed: (CMS)][added: (CMS) and Cyber & Intelligence (C&I)]

[removed: In fiscal 2023,] [added: Prior to the Separation Transaction,] Jacobs’ Critical Mission Solutions line of business provided a full spectrum of solutions for clients to address evolving challenges like digital transformation and modernization, national security and defense, space exploration, digital asset management, the clean energy transition, and nuclear decommissioning and cleanup.

[removed: Our clients include] [added: Clients included] the U.S. Department of Defense (DoD), the Combatant Commands, the U.S. Intelligence Community, NASA, the U.S. Department of Energy (DoE), EDF Nuclear Generation, the U.K. Ministry of Defence, the U.K. Nuclear Decommissioning Authority (NDA), and the Australian Department of Defence, as well as private sector clients mainly in the aerospace, automotive, motorsports, energy and telecom sectors.

At Jacobs, our foundation guides us to create a more connected and sustainable world.

We are challenging today to reinvent tomorrow – delivering outcomes and solutions for the world’s most complex challenges.

With a team of approximately 45,000, we provide end-to-end services in advanced manufacturing, cities & places, energy, environmental, life sciences, transportation and water.

From advisory and consulting, feasibility, planning, design, program and lifecycle management, we are creating a more connected and sustainable world.

We channel our creativity, agility and our domain expertise to create value for our clients and society.

Our strategy is driven by our visionary purpose of creating a more connected, sustainable world, applying our values and delivering on our brand promise of “Challenging today.

Reinventing tomorrow.” To help us challenge the accepted and shape the new standards our future needs, our three growth accelerators — Climate Response, Consulting & Advisory and Data Solutions services — create connections between the global market trends, our client solutions and our company purpose.

We invest in technology-enhanced and AI solutions to help clients find better, safer and more agile ways of working.

We provide solutions in data analytics and insights, digital architecture, advisory and transformation, software development and cybersecurity and operational technology.

Prior to the Separation Transaction, the Company's four operating segments were comprised of its two global lines of business ("LOBs"): Critical Mission Solutions ("CMS") and People Places and Solutions ("P&PS"), its business unit Divergent Solutions ("DVS") and its majority investment in PA Consulting.

After the Separation, we reorganized P&PS and our remaining DVS businesses into a more streamlined operating model, Infrastructure & Advanced Facilities ("I&AF"), which enables our collective business teams to collaborate more horizontally.

Our CMS LOB and portions of DVS which were included in the separation are now reported as discontinued operations.

Our next strategy will build upon the foundation laid by our current strategy and will be outlined at our next Investor Day in 2025.

Our Values in Action

Our purpose is to create a more connected, sustainable world.

We know that through our client solutions and the way we operate our business we can prepare our world for the complex, interconnected global challenges it faces, while positively impacting what is possible today and in the future.

We recognize our greatest opportunity for impact is through our client solutions, and we are focused on how our clients deliver positive impact and build resilience.

To enable this, we offer wide-ranging sustainability capabilities, including global, cross-market expertise in decarbonization & greenhouse gas management; adaptation & resilience; sustainable built environments; social value & equity; nature positive solutions; and energy transition.

We are continually adapting PlanBeyond to manage risk, seize opportunity and create positive outcomes and will share our updated PlanBeyond priorities on our website in fiscal 2025.

Driving positive impact

Through our client portfolio and our own operations, we focus on creating positive social and economic impacts while protecting the environment and improving resilience.

One of our key ambitions is to achieve net zero across the value chain by 2040.

By 2025, we aim for 65% of our purchased goods and services supplier spending to go to those with science-based targets.

Our Climate Action Plan will be updated to a Climate Transition Plan in 2025.

We have invested in technology to enhance virtual collaboration and help mitigate business travel and employee commuting carbon emissions.

We also invested in tools and partnerships to help our people consider when business travel is essential and make more sustainable choices when it is necessary.

Our digital solutions help our clients with critical project sustainability decisions by assessing climate risks, carbon impacts, and system vulnerabilities.

In fiscal 2025, we will deploy our Evolve tool, which generates recommendations to embed sustainability in all Jacobs’ projects to enhance their positive impact and resilience.

Transparency and accountability

Businesses worldwide are experiencing an increase in stakeholder expectations, expanding sustainability regulations and reporting requirements, and greater demand for corporate transparency and accountability.

Shaping Tomorrow’s Communities

Around the world, we work with our clients, partners and supply chains to create solutions that positively impact how people live, move and thrive in the world – driving a more equitable distribution of benefits for communities.

Through Collectively℠, our global giving and volunteering program, employees are empowered to engage with charities and community organizations aligned with our values and strategic causes.

We provide employee benefits for donation matching, grant nominations, paid volunteer time and volunteer rewards.

We support communities devastated by events including natural and climate-related disasters, water security and scarcity, and the impacts of conflicts around the world.

Our employees drive further impact through our science, technology, engineering, arts and mathematics (STEAM) education and engagement programs enabling sustainability learning among young people.

Our fully owned subsidiary Simetrica-Jacobs specializes in social value, wellbeing research and impact evaluation – measuring, quantifying and monetizing impacts to help directly inform both investment decisions and delivery models, and ensuring impact is generated where it is needed most.

(1) This data includes Jacobs' continuing and discontinued operations (excluding PA Consulting).

- On September 27, 2024, Jacobs completed the previously announced Reverse Morris Trust transaction pursuant to which (i) Jacobs first transferred its Critical Mission Solutions business (“CMS”) and portions of the Divergent Solutions (“DVS”) business (referred to herein as the Cyber & Intelligence business (“C&I”) and together with CMS referred to as the “SpinCo Business”), to Amazon Holdco Inc., a Delaware corporation, which has been renamed Amentum Holdings, Inc. (“SpinCo”) (the “Separation”), (ii) Jacobs effectuated a spin-off of SpinCo by distributing 124,084,108 shares of SpinCo common stock, par value $0.01 per share (the “SpinCo Common Stock”) by way of a pro rata distribution to its shareholders such that each holder of shares of Jacobs common stock, par value $1.00 per share (the “Jacobs Common Stock”) was entitled to receive one share of SpinCo Common Stock for each share of Jacobs common stock held as of the record date, September 23, 2024 (the “Distribution”), and (iii) finally, Amentum Parent Holdings LLC merged with and into SpinCo, with SpinCo surviving the merger (the “Merger” and together with the Separation and the Distribution, the “Separation Transaction”).

The surviving entity of the Transaction is now an independent public company with common stock listed on the New York Stock Exchange under the symbol “AMTM” (“Amentum”).

Creating a More Connected, Sustainable World

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

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

Our brand promise: "Challenging today.

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

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

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

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

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

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

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

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

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

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

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

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

Challenging today.

Reinventing tomorrow

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

- We do things right.

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

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

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

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

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

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

- We live inclusion. We put people at the heart of our business.

We embrace different perspectives, collaborating to make a positive impact.

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

We do things right

From the way we operate our business, to the sustainable solutions we co-create with clients and other organizations, we look for ways to make a positive environmental, societal and economic impact for our people, businesses, governments and communities around the world.

We identified six core SDGs that are material to our business, where we can have the most influence and impact, and we remain committed to contribute toward all 17 of the UN SDGs.

We also continue to remain agile as our business evolves.

Given the level of interconnectedness, complexity and pace of change in our world and company, we recognize that other SDGs are of elevated importance to Jacobs, too.

Notably these include, SDG 7 - Affordable and Clean Energy; SDGs 14 and 15 - Life Below Water and Life on Land, respectively; and SDG 5 - Gender Equality.

Industry Leadership on Climate Response

Our key ambitions focus on driving positive impact through our operations and client solutions - including achieving net zero across the value chain by 2040 and contributing to the UN SDGs across all of our solutions by 2025.

We continue to maintain these commitments.

In fiscal 2023, Jacobs launched our inaugural Sustainability Linked Bonds (SLBs) further reflecting our industry leadership and commitment to incorporating sustainability into the Company's financing strategy.

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

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

For the fiscal year ended September [removed: 29, 2023][added: 27, 2024]

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

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

There were [removed: 126,024,433] [added: 123,966,838] shares of common stock outstanding as of November [removed: 10, 2023.][added: 13, 2024.]

The aggregate market value of the Registrant’s common equity held by non-affiliates was approximately [removed: $14.6] [added: $15.9] billion as of March [removed: 31, 2023,] [added: 29, 2024,] based upon the last reported sales price on the New York Stock Exchange on that date.

Portions of the Registrant’s definitive proxy statement to be issued in connection with its [removed: 2024] [added: 2025] annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Fiscal [removed: 2023] [added: 2024] Annual Report on Form 10-K

| | | | | | | Item 1. | | | | | | [removed: [Business](#i48f404f28f6f4485bd5ff60d59aab63d_13)] [added: [Business](#ie9f3581af4634d50a215435ecf5613e1_13)] | | | | | | Page [removed: [4](#i48f404f28f6f4485bd5ff60d59aab63d_13)] [added: [4](#ie9f3581af4634d50a215435ecf5613e1_13)] | | |

| | | | | | | Item 1A. | | | | | | [Risk [removed: Factors](#i48f404f28f6f4485bd5ff60d59aab63d_16)] [added: Factors](#ie9f3581af4634d50a215435ecf5613e1_16)] | | | | | | Page [removed: [21](#i48f404f28f6f4485bd5ff60d59aab63d_16)] [added: [18](#ie9f3581af4634d50a215435ecf5613e1_16)] | | |

| | | | | | | Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i48f404f28f6f4485bd5ff60d59aab63d_19)] [added: Comments](#ie9f3581af4634d50a215435ecf5613e1_19)] | | | | | | Page [removed: [46](#i48f404f28f6f4485bd5ff60d59aab63d_19)] [added: [45](#ie9f3581af4634d50a215435ecf5613e1_19)] | | |

| | | | | | | Item 2. | | | | | | [removed: [Properties](#i48f404f28f6f4485bd5ff60d59aab63d_22)] [added: [Properties](#ie9f3581af4634d50a215435ecf5613e1_22)] | | | | | | Page [removed: [46](#i48f404f28f6f4485bd5ff60d59aab63d_22)] [added: [46](#ie9f3581af4634d50a215435ecf5613e1_22)] | | |

| | | | | | | Item 3. | | | | | | [Legal [removed: Proceedings](#i48f404f28f6f4485bd5ff60d59aab63d_25)] [added: Proceedings](#ie9f3581af4634d50a215435ecf5613e1_25)] | | | | | | Page [removed: [46](#i48f404f28f6f4485bd5ff60d59aab63d_25)] [added: [47](#ie9f3581af4634d50a215435ecf5613e1_25)] | | |

| | | | | | | Item 4. | | | | | | [Mine Safety [removed: Disclosure](#i48f404f28f6f4485bd5ff60d59aab63d_28)] [added: Disclosure](#ie9f3581af4634d50a215435ecf5613e1_28)] | | | | | | Page [removed: [46](#i48f404f28f6f4485bd5ff60d59aab63d_28)] [added: [47](#ie9f3581af4634d50a215435ecf5613e1_28)] | | |

| | | | | | | Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i48f404f28f6f4485bd5ff60d59aab63d_34)] [added: Securities](#ie9f3581af4634d50a215435ecf5613e1_34)] | | | | | | Page [removed: [47](#i48f404f28f6f4485bd5ff60d59aab63d_34)] [added: [48](#ie9f3581af4634d50a215435ecf5613e1_34)] | | |

| | | | | | | Item 6. | | | | | | [Selected Financial [removed: Data](#i48f404f28f6f4485bd5ff60d59aab63d_37)] [added: Data](#ie9f3581af4634d50a215435ecf5613e1_37)] | | | | | | Page [removed: [48](#i48f404f28f6f4485bd5ff60d59aab63d_37)] [added: [49](#ie9f3581af4634d50a215435ecf5613e1_37)] | | |

| | | | | | | Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i48f404f28f6f4485bd5ff60d59aab63d_40)] [added: Operations](#ie9f3581af4634d50a215435ecf5613e1_40)] | | | | | | Page [removed: [48](#i48f404f28f6f4485bd5ff60d59aab63d_40)] [added: [49](#ie9f3581af4634d50a215435ecf5613e1_40)] | | |

| | | | | | | Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i48f404f28f6f4485bd5ff60d59aab63d_67)] [added: Risk](#ie9f3581af4634d50a215435ecf5613e1_70)] | | | | | | Page [removed: [66](#i48f404f28f6f4485bd5ff60d59aab63d_67)] [added: [65](#ie9f3581af4634d50a215435ecf5613e1_70)] | | |

| | | | | | | Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i48f404f28f6f4485bd5ff60d59aab63d_70)] [added: Data](#ie9f3581af4634d50a215435ecf5613e1_73)] | | | | | | Page [removed: [66](#i48f404f28f6f4485bd5ff60d59aab63d_70)] [added: [66](#ie9f3581af4634d50a215435ecf5613e1_73)] | | |

| | | | | | | Item 9. | | | | | | [Changes in and Disagreements With Accountants On Accounting and Financial [removed: Disclosure](#i48f404f28f6f4485bd5ff60d59aab63d_73)] [added: Disclosure](#ie9f3581af4634d50a215435ecf5613e1_76)] | | | | | | Page [removed: [66](#i48f404f28f6f4485bd5ff60d59aab63d_73)] [added: [66](#ie9f3581af4634d50a215435ecf5613e1_76)] | | |

| | | | | | | Item 9A. | | | | | | [Controls and [removed: Procedures](#i48f404f28f6f4485bd5ff60d59aab63d_76)] [added: Procedures](#ie9f3581af4634d50a215435ecf5613e1_79)] | | | | | | Page [removed: [66](#i48f404f28f6f4485bd5ff60d59aab63d_76)] [added: [66](#ie9f3581af4634d50a215435ecf5613e1_79)] | | |

| | | | | | | Item 9B. | | | | | | [Other [removed: Information](#i48f404f28f6f4485bd5ff60d59aab63d_79)] [added: Information](#ie9f3581af4634d50a215435ecf5613e1_82)] | | | | | | Page [removed: [67](#i48f404f28f6f4485bd5ff60d59aab63d_79)] [added: [67](#ie9f3581af4634d50a215435ecf5613e1_82)] | | |

| [Part [removed: III](#i48f404f28f6f4485bd5ff60d59aab63d_82)] [added: III](#ie9f3581af4634d50a215435ecf5613e1_85)] | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i48f404f28f6f4485bd5ff60d59aab63d_85)] [added: Governance](#ie9f3581af4634d50a215435ecf5613e1_88)] | | | | | | Page [removed: [69](#i48f404f28f6f4485bd5ff60d59aab63d_85)] [added: [68](#ie9f3581af4634d50a215435ecf5613e1_88)] | | |

| | | | | | | Item 11. | | | | | | [Executive [removed: Compensation](#i48f404f28f6f4485bd5ff60d59aab63d_88)] [added: Compensation](#ie9f3581af4634d50a215435ecf5613e1_91)] | | | | | | Page [removed: [69](#i48f404f28f6f4485bd5ff60d59aab63d_88)] [added: [68](#ie9f3581af4634d50a215435ecf5613e1_91)] | | |

| | | | | | | Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i48f404f28f6f4485bd5ff60d59aab63d_91)] [added: Matters](#ie9f3581af4634d50a215435ecf5613e1_94)] | | | | | | Page [removed: [69](#i48f404f28f6f4485bd5ff60d59aab63d_91)] [added: [68](#ie9f3581af4634d50a215435ecf5613e1_94)] | | |

| | | | | | | Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i48f404f28f6f4485bd5ff60d59aab63d_94)] [added: Independence](#ie9f3581af4634d50a215435ecf5613e1_97)] | | | | | | Page [removed: [69](#i48f404f28f6f4485bd5ff60d59aab63d_94)] [added: [68](#ie9f3581af4634d50a215435ecf5613e1_97)] | | |

| | | | | | | Item 14. | | | | | | [Principal Accounting Fees and [removed: Services](#i48f404f28f6f4485bd5ff60d59aab63d_97)] [added: Services](#ie9f3581af4634d50a215435ecf5613e1_100)] | | | | | | Page [removed: [69](#i48f404f28f6f4485bd5ff60d59aab63d_97)] [added: [68](#ie9f3581af4634d50a215435ecf5613e1_100)] | | |

| | | | | | | Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i48f404f28f6f4485bd5ff60d59aab63d_103)] [added: Schedules](#ie9f3581af4634d50a215435ecf5613e1_106)] | | | | | | Page [removed: [71](#i48f404f28f6f4485bd5ff60d59aab63d_103)] [added: [70](#ie9f3581af4634d50a215435ecf5613e1_106)] | | |

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

On August 29, 2022, Jacobs Engineering Group Inc. (JEGI), the predecessor to Jacobs Solutions [added: 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").]

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

☒ Yes ☐ No

☐ Yes ☒ No

| [Part I](#ie9f3581af4634d50a215435ecf5613e1_10) | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Item 1C. | | | | | | [C](#ie9f3581af4634d50a215435ecf5613e1_2042)[ybersecurity](#ie9f3581af4634d50a215435ecf5613e1_2042) | | | | | | Page [45](#ie9f3581af4634d50a215435ecf5613e1_19) | | |

| [Part II](#ie9f3581af4634d50a215435ecf5613e1_31) | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ie9f3581af4634d50a215435ecf5613e1_2052) | | | | | | Page [67](#ie9f3581af4634d50a215435ecf5613e1_82) | | |

| [Part IV](#ie9f3581af4634d50a215435ecf5613e1_103) | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | [Signatures](#ie9f3581af4634d50a215435ecf5613e1_109) | | | | | | Page [75](#ie9f3581af4634d50a215435ecf5613e1_109) | | |

Examples of forward-looking statements include, but are not limited to, statements we make concerning the financial condition and results of operations and our expectations as to our future growth, prospects, financial outlook and business strategy, and any assumptions underlying any of the foregoing.

Such factors include, but are not limited to:

- general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates and foreign currency exchange rates, changes in capital markets and stock market volatility, instability in the banking industry, labor shortages, or the impact of a possible recession or economic downturn or changes to monetary or fiscal policies or priorities in the U.S. and the countries where we do business on our results, prospects and opportunities;

- competition from existing and future competitors in our target markets, as well as the possible reduction in demand for certain of our product solutions and services, including delays in the timing of the award of projects or reduction in funding, or the abandonment of ongoing or anticipated projects due to the financial condition of our clients and suppliers or due to governmental budget constraints or changes to governmental budgetary priorities, or the inability of our clients to meet their payment obligations in a timely manner or at all;

- our ability to fully execute on our corporate strategy, including (i) uncertainties as to the impact of the completed Separation Transaction (as defined below) on our business, such as a possible impact on our credit profile or our ability to operate as a separate public-company without the benefit of the resources and capabilities divested as part of the SpinCo Business (as defined below), the possibility that the Separation Transaction will not result in the intended benefits to us or our shareholders, that we will not realize the value expected to be derived from the disposition of our retained stake in Amentum (as defined below), or that we will incur unexpected costs, charges or expenses related to the provision of transition services in connection with the Separation Transaction, (ii) the impact of acquisitions, strategic alliances, divestitures, and other strategic events resulting from evolving business strategies, including on our ability to maintain our culture and retain key personnel, customers or suppliers, or our ability to achieve the cost-savings and synergies contemplated by our recent acquisitions within the expected time frames or to achieve them fully and to successfully integrate acquired businesses while retaining key personnel , and (iii) our ability to invest in the tools needed to implement our strategy;

- financial market risks that may affect us, including by affecting our access to capital, the cost of such capital and/or our funding obligations under defined benefit pension and post retirement plans;

- legislative changes, including potential changes to the amounts provided for, under the Infrastructure Investment and Jobs Act, as well as other legislation related to governmental spending, and changes in U.S. or foreign tax laws, statutes, rules, regulations or ordinances, including the impact of, and changes to, tariffs or trade policies that may adversely impact our future financial position or results of operations;

- increased geopolitical uncertainty and risks, including policy risks and potential civil unrest, relating to the outcome of elections across our key markets and elevated geopolitical tension and conflicts, including the Russia-Ukraine and Israel-Hamas conflicts and the escalating tensions in the Middle East, among others; and

- the impact of any pandemic, and any resulting economic downturn on our results, prospects and opportunities, measures or restrictions imposed by governments and health officials in response to the pandemic, as well as the inability of governments in certain of the countries in which we operate to effectively mitigate the financial or other impacts of any future pandemics or infectious disease outbreaks on their economies and workforces and our operations therein.

to differ from our forward-looking statements, see Item 1A—*Risk Factors* below.

On September 27, 2024, Jacobs Solutions Inc. ("Jacobs") completed the previously announced Reverse Morris Trust transaction pursuant to which (i) Jacobs first transferred its Critical Mission Solutions business (“CMS”) and portions of the Divergent Solutions (“DVS”) business (referred to herein as the Cyber & Intelligence business (“C&I”) and together with CMS referred to as the “SpinCo Business”), to Amazon Holdco Inc., a Delaware corporation, which has been renamed Amentum Holdings, Inc. (“SpinCo”) (the “Separation”), (ii) Jacobs then effectuated a spin-off of SpinCo by distributing 124,084,108 shares of SpinCo common stock, par value $0.01 per share (the “SpinCo Common Stock”) by way of a pro rata distribution to its shareholders such that each holder of shares of Jacobs common stock, par value $1.00 per share (the “Jacobs Common Stock”) was entitled to receive one share of SpinCo Common Stock for each share of Jacobs common stock held as of the record date, September 23, 2024 (the “Distribution”), and (iii) finally, Amentum Parent Holdings LLC merged with and into SpinCo, with SpinCo surviving the merger (the “Merger” and together with the Separation and the Distribution, the “Separation Transaction”).

The surviving entity of the Transaction is now an independent public company with common stock listed on the New York Stock Exchange under the symbol “AMTM” (“Amentum”).

The financial results of the SpinCo Business are reflected in our Consolidated Statements of Earnings as discontinued operations for all periods presented.

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

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

| [Part IV](#i48f404f28f6f4485bd5ff60d59aab63d_100) | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | [Signatures](#i48f404f28f6f4485bd5ff60d59aab63d_106) | | | | | | Page [75](#i48f404f28f6f4485bd5ff60d59aab63d_106) | | |

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

Such factors include uncertainties as to the structure and timing of the proposed transaction, the impact of the proposed transaction on Jacobs’ and the combined company’s businesses if the transaction is completed, including a possible impact on Jacobs’ credit profile, and a possible decrease in the trading price of Jacobs' and/or the combined company’s shares, the possibility that the proposed transaction, if completed, may not qualify for the expected tax treatment, the ability to obtain all required regulatory approvals, the possibility that closing conditions for the proposed transaction may not be satisfied or waived, on a timely basis or otherwise, the risk that any consents or approvals required in connection with the proposed transaction may not be received, the risk that the proposed transaction may not be completed on the terms or in the time-frame expected by the parties, unexpected costs, charges or expenses resulting from the proposed transaction, business and management strategies and the growth expectations of the combined company, the inability of Jacobs’ and the combined company to retain and hire key personnel, customers or suppliers while the proposed transaction is pending or after it is completed, and the ability of the Company to eliminate all stranded costs, as well as other factors related to our business, such as our ability to fully execute on our three-year corporate strategy, including our ability to invest in the tools needed to implement our strategy, competition from existing and future competitors in our target markets, our ability to achieve the cost-savings and synergies contemplated by our recent acquisitions within the expected time frames or to achieve them fully and to successfully integrate acquired businesses while retaining key personnel, the impact of any pandemic, and any resulting economic downturn on our results, prospects and opportunities, measures or restrictions imposed by governments and health officials in response to the pandemic, the timing of the award of projects and funding and potential changes to the amounts provided for, under the Infrastructure Investment and Jobs Act, as well as other legislation related to governmental spending, any changes in U.S. or foreign tax laws, statutes, rules, regulations or ordinances that may adversely impact our future financial positions or results of operations, financial market risks that may affect the Company, including by affecting the Company's access to capital, the cost of such capital and/or the Company's funding obligations under defined benefit pension and postretirement plans, as well as general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates and foreign currency exchange rates, changes in capital markets, instability in the banking industry, or the impact of a possible recession or economic downturn on our results, prospects and opportunities, and geopolitical events and conflicts, among others.

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

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").

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

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

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

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

We maintain a cybersecurity program, designed to proactively identify, assess, manage, mitigate, and respond to cybersecurity threats.

Our Cybersecurity Organization develops, implements, and maintains this program, which is documented in our global cybersecurity policy.

The underlying controls of the cybersecurity program are based on recognized best practices and standards for cybersecurity and information technology and is aligned to the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”) and the International Organization Standardization (“ISO”) 27001 Information Security Management System Requirements.

Cybersecurity is an important and integrated part of our enterprise risk management program that identifies, monitors and mitigates business, operational and legal risks.

Our cybersecurity risk management process is integrated into our overall risk management process, and shares common methodologies, reporting channels and governance processes that apply across the risk management process to other legal, compliance, strategic, operational and financial risk areas.

We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection and mitigation.

Our cybersecurity program maintains assessment protocols for proactively evaluating potential cybersecurity impacts and risks, supported by incident response procedures.

We employ systematic processes to manage cybersecurity risks, including through cybersecurity audits, interconnectivity with business networks, system access controls and monitoring, and data back-up and recovery.

Our cloud environments undergo continuous assessment, with firewall and backup systems designed to support operational resilience.

We employ a Zero Trust Security framework that requires identity verification for network access, complemented by regular system assessments and monitoring.

Our security controls include identity management programs, data loss prevention protocols, and threat detection capabilities.

Our controls undergo regular review and updates based on threat intelligence, ensuring adaptability to merging threats.

Similarly, our incident response program is regularly tested and updated to address emerging threat landscapes.

To ensure organization-wide security awareness, cybersecurity training is mandatory and issued to all employees annually.

Cybersecurity awareness is also included across other training programs, including our annual Code of Conduct and privacy training programs.

Third-party risk management is a critical component of our security strategy.

We maintain oversight of service providers through a proactive monitoring approach, leveraging a cybersecurity questionnaire and security and privacy

Page 45

addenda to our contracts where applicable.

We evaluate third party providers for maintenance of effective security management programs, compliance with information handling and asset management protocols, and require prompt notification of known or suspected cyber incidents.

To validate our security posture, we engage independent external parties to conduct regular penetration testing and security audits, and to provide cybersecurity consulting services.

We maintain ISO 27001 certification for our global enterprise.

Additionally, our IT General Controls (ITGC) undergo annual testing through Sarbanes-Oxley audits, which examine security controls relating to system changes, access management, system configurations, and data backup processes.

Our Board of Directors has ultimate oversight of cybersecurity and information security risk, which it manages as part of our enterprise risk management program.

Specifically, the Board is assisted by the Audit Committee and the ESG and Risk Committee, which oversees our cybersecurity risk exposures and the steps taken by management to monitor and mitigate cybersecurity risks, and reports to the Board.

Throughout the year, our senior executives, including our Chief Information Security Officer ("CISO"), provide regular briefings to the full Board, the Audit Committee and the ESG and Risk Committee.

These presentations cover technology trends, regulatory developments, disclosure requirements, legal issues, policies and practices, threat environment assessments, and ongoing security measures to prevent, detect, and respond to critical threats.

The Board, the Audit Committee and the ESG and Risk Committee regularly discuss cybersecurity and information security risks with our senior executives.

As part of our cybersecurity governance, we also utilize a Cybersecurity Steering Committee comprised of executive management, operational leaders, and cross-functional teams.

Generally, this committee meets quarterly, or more frequently as appropriate, to review, assess and direct decisions related to cybersecurity and information systems matters.

Our cybersecurity program is led by our CISO, who reports to our Chief Information Officer (CIO).

Our CISO is informed about and monitors prevention, detection, mitigation, and remediation efforts through regular communication and reporting from professionals in the information security team, many of whom have decades of experience and hold certifications such as a Certified Information Systems Security Professional or Certified Information Security Manager, and through the use of technological tools and software and engagement with external consultants.

Our CISO has extensive experience assessing and managing cybersecurity programs and cybersecurity risk and holds the following certifications: Certified Information Systems Security Professional (CISSP), a Certified Ethical Hacker (CEH), am FINRA Licensed (with a Series 99), and an Oracle Cloud Certified Professional (OCP).

Our CISO and CIO regularly report directly to the Board, the Audit Committee and the ESG and Risk Committee on our cybersecurity program and efforts to prevent, detect, mitigate, and remediate incidents.

In addition, in the event of an incident, we intend to follow our incident response procedures that include notification processes to inform senior management and the Board of Directors and provide ongoing updates regarding any such incident until it has been remediated as appropriate.

Our operations are subject to cybersecurity risks, including unauthorized access, system failures, and breaches that could originate from both internal networks and through third-party suppliers and service providers.

While we have not experienced a material impact on our business strategy, results of operations and/or financial condition resulting from cybersecurity threats or previous cybersecurity incidents, such events have the potential to have a material adverse effect on our business strategy, results of operations and financial condition, including by damaging or interrupting access to our information systems or networks, compromising confidential or otherwise protected information, destroying or corrupting data, or otherwise disrupting our operations.

We continuously monitor our networks for unauthorized access attempts and maintain defensive measures; however, the dynamic nature of cyber threats means we cannot guarantee prevention of all potential future incidents that could materially impact our business operations, financial condition, or strategic objectives.

Even if we successfully defend our own digital technologies and services, we also rely on providers of third-party products, services, and networks, with whom we may share data and services, and who may be unable to effectively defend their digital technologies and services against attack.

The total amount of space leased by us for all of our operations is approximately [removed: 7.0] [added: 5.2] million square feet.

Page 46

Page [removed: 46][added: 47]

According to the records of our transfer agent, there were [removed: 2,480] [added: 2,264] shareholders of record as of November [removed: 10, 2023.][added: 13, 2024.]

On January 25, 2023, the Company's Board of Directors authorized [removed: a] [added: 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").

[removed: There was no] [added: The following table summarizes] repurchase activity under the 2023 Repurchase Authorization during the fourth quarter of fiscal [removed: year 2023.][added: 2024:]

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 [removed: that expired on January 15, 2023] (the "2020 Repurchase Authorization").

[removed: As of] [added: At] September [removed: 29, 2023,] [added: 27, 2024,] the Company [removed: has $874.8] [added: had $472.2] million remaining under the 2023 Repurchase Authorization.

The following graph and table show the changes over the five-year period ended September [removed: 29, 2023] [added: 27, 20241] in the value of $100 as of the close of market on September [removed: 28, 2018] [added: 27, 2019] in (1) the common stock of Jacobs Solutions Inc., (2) the Standard & Poor’s 500 Stock Index and (3) the Standard & Poor's 1500 IT Consulting & Other Services Index.

Page [removed: 47][added: 48]

| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

The 2020 Repurchase Authorization expired on January 15, 2023.

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

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

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Per Share (1) | | | | | | Total Number of Shares Purchased under the 2023 Repurchase Authorization | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the 2023 Repurchase Authorization | | |

| June 29, 2024 - July 26, 2024 | | | | | | 43,000 | | | | | | $140.26 | | | | | | 43,000 | | | | | | $522,421,482 | | |

| July 27, 2024 - August 23, 2024 | | | | | | 129,949 | | | | | | $146.34 | | | | | | 129,949 | | | | | | $503,405,377 | | |

| August 24, 2024 - September 27, 2024 | | | | | | 211,281 | | | | | | $147.85 | | | | | | 211,281 | | | | | | $472,167,595 | | |

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


| Jacobs Solutions Inc. | | | 100.00 | | | | | | 102.46 | | | | | | 147.60 | | | | | | 122.14 | | | | | | 154.89 | | | | | | 181.03 | | |

| S&P 500 | | | 100.00 | | | | | | 115.15 | | | | | | 149.70 | | | | | | 126.54 | | | | | | 153.89 | | | | | | 209.84 | | |

| S&P 1500 IT Consulting & Other Services | | | 100.00 | | | | | | 102.74 | | | | | | 139.27 | | | | | | 113.51 | | | | | | 134.59 | | | | | | 177.69 | | |

1 The SpinCo Business began separately trading on September 30, 2024.

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


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

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

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

The Company’s management, with the participation of its Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of the Company’s disclosure controls and procedures as defined by Rule 13a-15(e) of the Exchange Act as of September [removed: 29, 2023,] [added: 27, 2024,] the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”).

The Company's independent registered public accounting firm, Ernst & Young LLP, which audited the Company's consolidated financial statements included in this Annual Report on Form 10-K, also audited the effectiveness of our internal control over financial reporting as of September [removed: 29, 2023,] [added: 27, 2024,] as stated in their report included in this Annual Report on Form 10-K.

There were no changes in the Company’s internal control over financial reporting during the Company’s fiscal quarter ended September [removed: 29, 2023] [added: 27, 2024] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the fiscal quarter ended September [removed: 29, 2023,] [added: 27, 2024,] none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of SEC Regulation S-K.

Page 67

Page 68

PART III

Not applicable.

Page 67

PART III

The information required by Items 407(d)(4) and (d)(5) [added: and Item 408(b)] of Regulation S-K is set forth under the caption “Corporate Governance” in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year and is incorporated herein by reference.

Page [removed: 70][added: 68]

(1)The Company’s Consolidated Financial Statements at September [removed: 29, 2023] [added: 27, 2024] and September [removed: 30, 2022] [added: 29, 2023] and for each of the three years in the period ended September [removed: 29, 2023,] [added: 27, 2024,] and the notes thereto, together with the report of the independent auditors on those Consolidated Financial Statements are hereby filed as part of this report, beginning on page F-1.

| 2.1 | | | | | | [removed: [Agreement] [added: [Amended] and [removed: Plan] [added: Restated Stock and Asset Purchase Agreement, dated as] of [removed: Merger among The KeyW Holding Corporation,] [added: April 26, 2019, by and between] Jacobs Engineering Group Inc. and [removed: Atom Acquisition Sub, Inc., dated April 21, 2019.] [added: WorleyParsons Limited.] Filed as Exhibit 2.1 to the [removed: Registrant’s] [added: Registrant's] Current Report on Form 8-K on April [removed: 22,] [added: 29,] 2019 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000114036119007384/ex2_1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000114036119007768/nc10001302x1_ex2-1.htm)] | | |

| [removed: 2.2] [added: 10.6#] | | | | | | [removed: [Amended and Restated Stock and Asset Purchase Agreement, dated as of April 26, 2019,] [added: [Offer Letter] by and between Jacobs Engineering Group Inc. and [removed: WorleyParsons Limited.] [added: Steven J. Demetriou, dated July 10, 2015.] Filed as Exhibit [removed: 2.1] [added: 10.1] to the [removed: Registrant's] [added: Registrant’s] Current Report on Form 8-K on [removed: April 29, 2019] [added: July 16, 2015] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000114036119007768/nc10001302x1_ex2-1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000113/a101offerletterceojuly1020.htm)] | | |

| [removed: 2.3] [added: 2.2] | | | | | | [Implementation Deed, dated as of November 27, 2020, by and among PA Consulting Group Limited, CEP IV Garden S.A.R.L., Jacobs Consulting Solutions Limited, Jacobs Engineering Group Inc. and the persons set out in Schedule 1 thereto. Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K on November 30, 2020 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/0000052988/000119312520304970/d650604dex21.htm) | | |

| [removed: 2.4] [added: 2.3] | | | | | | [Warranty 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.](http://www.sec.gov/Archives/edgar/data/52988/000119312520304970/d650604dex22.htm) | | |

| [removed: 3.1] [added: 3.3] | | | | | | [removed: [Amended] [added: [First Amendment to Amended] and Restated [removed: Certificate of Incorporation] [added: Bylaws] of Jacobs Solutions Inc. [added: (as of September 13, 2024).] Filed as Exhibit 3.1 to the [removed: Registrant’s] [added: Registrant's] Current Report on Form 8-K on [removed: August 29, 2022] [added: September 16, 2024] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312522232264/d373758dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312524219294/d876828dex31.htm)] | | |

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

| 4.1 | | | | | | [Indenture, dated as of February 16, 2023, among Jacobs Solutions Inc., Jacobs Engineering Group Inc., and U.S. Bank Trust Company, National Association, as [removed: Trustee. Filed] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/52988/000119312523041184/d418190dex41.htm) [Filed] as Exhibit 4.1 to the Registrant's Current Report on Form 8-K on February 16, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523041184/d418190dex41.htm) | | |

| 4.3 | | | | | | [Form of the Notes, including the Guarantee. Filed as part of Exhibit 4.2 to the Registrant's Current Report on Form 8-K on February 16, [removed: 202](https://www.sec.gov/Archives/edgar/data/52988/000119312523041184/d418190dex42.htm)[3](https://www.sec.gov/Archives/edgar/data/52988/000119312523041184/d418190dex42.htm) [and] [added: 2023 and] incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523041184/d418190dex42.htm)[](https://www.sec.gov/Archives/edgar/data/52988/000119312523041184/d418190dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523041184/d418190dex42.htm)] | | |

| 4.4 | | | | | | [Second Supplemental Indenture, dated as of August 18, 2023, [removed: among](https://www.sec.gov/Archives/edgar/data/52988/000119312523216043/d534528dex42.htm) [J](https://www.sec.gov/Archives/edgar/data/52988/000119312523216043/d534528dex42.htm)[acobs] [added: among Jacobs] Solutions Inc., Jacobs Engineering Group Inc. and the U.S. Bank Trust Company, National Association, [removed: as](https://www.sec.gov/Archives/edgar/data/52988/000119312523216043/d534528dex42.htm)[.](https://www.sec.gov/Archives/edgar/data/52988/000119312523216043/d534528dex42.htm)[Trustee.](https://www.sec.gov/Archives/edgar/data/52988/000119312523216043/d534528dex42.htm) [Filed] [added: as](https://www.sec.gov/Archives/edgar/data/52988/000119312523216043/d534528dex42.htm) [](https://www.sec.gov/Archives/edgar/data/52988/000119312523216043/d534528dex42.htm)[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.](https://www.sec.gov/Archives/edgar/data/52988/000119312523216043/d534528dex42.htm) | | |

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

| [removed: 10.2] [added: 10.3] | | | | | | [Amended 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 [removed: agent,.] [added: agent](https://www.sec.gov/Archives/edgar/data/52988/000119312523027095/d452879dex102.htm)[.] Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on February 7, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523027095/d452879dex102.htm) | | |

| [removed: 10.4] [added: 10.2] | | | | | | [removed: [Amendment] [added: [First Amendment] to [added: Third Amended and Restated] Credit [removed: Agreement (LIBOR Transition),] [added: Agreement,] dated as of December [removed: 6, 2021,] [added: 20, 2023, by and] among Jacobs [added: Solutions Inc., Jacobs] Engineering Group [removed: Inc. and Jacobs U.K. Limited, as borrowers,] [added: Inc., certain of its subsidiaries party thereto, the lenders party thereto] and Bank of America, N.A., as administrative [removed: agent,] [added: agent] to the [added: Third Amended and Restated] Credit Agreement, dated as of [removed: March 25, 2020,] [added: February 6, 2023,] by and among Jacobs [added: Solutions Inc., Jacobs] Engineering Group [removed: Inc. and Jacobs U.K. Limited, as borrowers,] [added: Inc., certain of its subsidiaries party thereto,] the lenders party [removed: thereto,] [added: thereto] and Bank of America, [removed: N.A.] [added: N.A.,] as administrative [removed: agent. Filed] [added: agent.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit101-firstamendmentt.htm) [Filed] as Exhibit [removed: 10.5] [added: 10.1] to the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit105amendmenttocredi.htm)['s](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit105amendmenttocredi.htm) [Quarterly Report] [added: Registrant's](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit101-firstamendmentt.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit101-firstamendmentt.htm) [Report] on [removed: Form 10-Q for] [added: Form](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit101-firstamendmentt.htm) [10-Q](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit101-firstamendmentt.htm) [](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit101-firstamendmentt.htm)[](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit101-firstamendmentt.htm)[for] the first quarter of fiscal [removed: 2022 and] [added: 2024](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit101-firstamendmentt.htm) [and] incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit105amendmenttocredi.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit101-firstamendmentt.htm)] | | |

| 10.5 | | | | | | [Second Amendment to [removed: Credit] [added: Amended and Restated Term Loan] Agreement, dated as of [removed: August 26, 2022,] [added: April 10, 2024,] among Jacobs [added: Solutions Inc., Jacobs] Engineering Group [removed: Inc. and Jacobs U.K. Limited, as borrowers,] [added: Inc., the lenders party thereto,] and Bank of America, N.A., as administrative agent, to the [removed: Credit] [added: Amended and Restated Term Loan] Agreement, dated as of [removed: March 25, 2020, by and] [added: February 6, 2023,] among Jacobs [added: Solutions Inc., Jacobs] Engineering Group [removed: Inc. and Jacobs U.K. Limited, as borrowers,] [added: Inc.,] the lenders party thereto, and Bank of America, [removed: N.A.] [added: N.A.,] as administrative [removed: agent.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit109toq4fy2022-secon.htm) [F](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit109toq4fy2022-secon.htm)[iled] [added: agent. Filed] as Exhibit [removed: 10.9] [added: 10.1] to [removed: the](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit109toq4fy2022-secon.htm) [Registrant's](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit109toq4fy2022-secon.htm) [](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit109toq4fy2022-secon.htm)[fiscal 2022](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit109toq4fy2022-secon.htm) [Annual] [added: the Registrant’s Quarterly] Report on Form [removed: 10-K](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit109toq4fy2022-secon.htm) [and] [added: 10-Q for the third quarter of fiscal 2024 and] incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit109toq4fy2022-secon.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000053/exhibit101secondamendmentt.htm)] | | |

| [removed: 10.6] [added: 10.4] | | | | | | [removed: [Third] [added: [First] Amendment to [removed: Credit] [added: Amended and Restated Term Loan] Agreement, dated as of [removed: February 6,] [added: December 20,] 2023, [removed: by and] among Jacobs Solutions Inc., Jacobs Engineering Group Inc., [removed: Jacobs U.K. Limited,] the lenders party thereto, and Bank of America, N.A., as administrative agent, to the [removed: Credit] [added: Amended and Restated Term Loan] Agreement, dated as of [removed: March 25, 2020, by and] [added: February 6, 2023,] among Jacobs [added: Solutions Inc., Jacobs] Engineering Group [removed: Inc. and Jacobs U.K. Limited, as borrowers,] [added: Inc.,] the lenders party thereto, and Bank of America, [removed: N.A.] [added: N.A.,] as administrative agent. [removed: .] Filed as Exhibit [removed: 10.3] [added: 10.2] to the [removed: Registrant's Current Report on Form 8-K] [added: Registrant's](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit102-firstamendmentt.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit102-firstamendmentt.htm) [Report] on [removed: February 7, 2023 and] [added: Form](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit102-firstamendmentt.htm) [10-Q for the first quarter of fis](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit102-firstamendmentt.htm)[cal](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit102-firstamendmentt.htm) [2024](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit102-firstamendmentt.htm) [and] incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523027095/d452879dex103.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit102-firstamendmentt.htm)] | | |

| [removed: 10.7#] [added: 10.9#] | | | | | | [Offer [removed: Letter] [added: letter] by and between Jacobs Engineering Group Inc. and [removed: Steven J. Demetriou,] [added: William Benton Allen, Jr.] dated [removed: July 10, 2015.] [added: October 4, 2016.] Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on [removed: July 16, 2015] [added: October 14, 2016] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000113/a101offerletterceojuly1020.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312516738720/d272332dex101.htm)] | | |

| [removed: 10.8#] [added: 10.7#] | | | | | | [Offer Letter by and between Jacobs Engineering Group Inc. and Kevin C. Berryman, effective November 12, 2014. Filed as Exhibit 99.1 to Amendment No. 1 to the Registrant’s Current Report on Form 8-K/A on November 17, 2014 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000166/exhibit991offerletter-kevi.htm) | | |

| [removed: 10.9#] [added: 10.8#] | | | | | | [Offer letter by and between Jacobs Engineering Group Inc. and Robert V. Pragada, dated January 28, 2016. Filed as Exhibit 10.61 to the Registrant’s fiscal 2016 Annual Report on Form 10-K and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459016029571/jec-ex1061_413.htm) | | |

| [removed: 10.11#] [added: 10.10#] | | | | | | [Employment Agreement by and between Patrick X. Hill and Jacobs Group (Australia) Pty Ltd, effective as of August 1, 2021. Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000012/exhibit104-patrickxhillemp.htm) | | |

| [removed: 10.12#] [added: 10.11#] | | | | | | [Form of Indemnification Agreement entered into between [removed: Jacobs](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm) [Solutions](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm) [Inc.] [added: Jacobs Solutions Inc.] and certain of its officers and directors. Filed as Exhibit [removed: 10.1](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm) [to the](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm) [Registrant's] [added: 10.1 to the Registrant's] Quarterly Report on Form 10-Q for the second quarter of [removed: f](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm)[iscal 2023](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm) [and] [added: fiscal 2023 and] incorporated herein by [removed: reference](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm)[.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm)] | | |

| [removed: 10.13#] [added: 10.12#] | | | | | | [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.](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex43.htm) | | |

| [removed: 10.14#] [added: 10.13#] | | | | | | [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.](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex44.htm) | | |

| [removed: 10.15#] [added: 10.14#] | | | | | | [removed: [Jacobs](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm) [Executive] [added: [Jacobs Executive] Deferral Plan, effective January 1, [removed: 20](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm)[23](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm)[.] [added: 2023.] Filed as Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm)[2](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm) [to] [added: 10.2 to] the [removed: Registrant’s](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm) [Qua](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm)[rterly](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm) [Report] [added: Registrant’s Quarterly Report] on [removed: Form](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm) [10-Q](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm) [for] [added: Form 10-Q for] the [removed: second](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm) [quarter] [added: second quarter] of fiscal [removed: 2023](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm) [and] [added: 2023 and] incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm) | | |

| [removed: 10.16#] [added: 10.17#] | | | | | | [Jacobs Solutions Inc. Directors Deferral Plan, as amended and restated effective August 29, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1022q4fy2022-direct.htm) [Filed] [added: 2022. Filed] as Exhibit 10.22 to the Registrant’s fiscal 2022 Annual Report on Form 10-K and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1022q4fy2022-direct.htm) | | |

| [removed: 10.17#] [added: 10.18#] | | | | | | [Jacobs Solutions [removed: Inc. 2023] [added: Inc.](https://www.sec.gov/Archives/edgar/data/52988/000119312523017253/d370658dex101.htm) [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.](https://www.sec.gov/Archives/edgar/data/52988/000119312523017253/d370658dex101.htm) | | |

| [removed: 10.18#] [added: 10.19#] | | | | | | [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.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1044q4fy2022-leader.htm) | | |

| [removed: 10.19#] [added: 10.20#] | | | | | | [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.](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex41.htm) | | |

| [removed: 10.20#] [added: 10.21#] | | | | | | [Jacobs Solutions Inc. Executive Severance Plan, as amended and restated effective [removed: November 16, 2022.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1025-jacobsexecutiv.htm) [](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1025-jacobsexecutiv.htm)[Filed] [added: January 24, 2024. Filed] as Exhibit [removed: 10.25] [added: 10.1] to the Registrant’s [removed: fiscal 2022 Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q for the second quarter of fiscal 2024] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1025-jacobsexecutiv.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000032/exhibit101-jsixexecutivese.htm)] | | |

| [removed: 10.21#] [added: 10.22#] | | | | | | [Form of Stock Option Award Agreement (awarded pursuant to [removed: the](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex102_354.htm) [](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex102_354.htm)[1999] [added: 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.](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex102_354.htm) | | |

| [removed: 10.22#] [added: 10.23#] | | | | | | [Form of Restricted Stock Unit Award Agreement (awarded pursuant [removed: to](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex101_355.htm) [the](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex101_355.htm)[1999] [added: 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.](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex101_355.htm) | | |

| [removed: 10.23#] [added: 10.26#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares - Earnings Per Share Growth - 2018 Award) (awarded pursuant [removed: to](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex104_115.htm) [Jacobs'](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex104_115.htm) [Stock] [added: 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.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex104_115.htm) | | |

| [removed: 10.24#] [added: 10.27#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares - ROIC - 2018 Award) (awarded pursuant [removed: to](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex105_114.htm) [Jacobs](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex105_114.htm)['](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex105_114.htm) [](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex105_114.htm)[Stock] [added: 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.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex105_114.htm) | | |

| [removed: 10.25#] [added: 10.28#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares - Earnings Per Share Growth - 2019 Award) (awarded pursuant [removed: to](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit103psuawardeps2019.htm) [](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit103psuawardeps2019.htm)[Jacobs](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit103psuawardeps2019.htm)['](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit103psuawardeps2019.htm) [Stock] [added: 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.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit103psuawardeps2019.htm) | | |

| [removed: 10.26#] [added: 10.29#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares - ROIC - 2019 Award) (awarded pursuant [removed: to](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit104psuawardroic2019.htm) [Jacobs](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit104psuawardroic2019.htm)['](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit104psuawardroic2019.htm) [](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit104psuawardroic2019.htm)[Stock] [added: 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.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit104psuawardroic2019.htm) | | |

| [removed: 10.27#] [added: 10.30#] | | | | | | [Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant [removed: to](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex106_113.htm) [Jacobs](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex106_113.htm)['](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex106_113.htm) [Stock] [added: 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.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex106_113.htm) | | |

| [removed: 10.28#] [added: 10.24#] | | | | | | [Form of Restricted Stock Unit Agreement (awarded pursuant to [removed: the](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex107_112.htm) [1](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex107_112.htm)[9](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex107_112.htm)[9](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex107_112.htm)[9](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex107_112.htm) [](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex107_112.htm)[Outside] [added: 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.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex107_112.htm) | | |

| [removed: 10.29#] [added: 10.31#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share Growth – 2020 Award) (awarded pursuant [removed: to](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit101-formofpsuag.htm) [Jacobs](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit101-formofpsuag.htm)['](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit101-formofpsuag.htm) [Stock] [added: 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.](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit101-formofpsuag.htm) | | |

| [removed: 10.30#] [added: 10.32#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – ROIC – 2020 Award) (awarded pursuant [removed: to](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit102-formofpsuag.htm) [Jacobs](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit102-formofpsuag.htm)['](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit102-formofpsuag.htm) [](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit102-formofpsuag.htm)[Stock] [added: 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.](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit102-formofpsuag.htm) | | |

| [removed: 10.31#] [added: 10.33#] | | | | | | [Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant [removed: to](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit103-formofrsuag.htm) [Jacob](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit103-formofrsuag.htm)[s](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit103-formofrsuag.htm)['](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit103-formofrsuag.htm) [Stock] [added: 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.](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit103-formofrsuag.htm) | | |

| [removed: 10.32#] [added: 10.34#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share Growth) (awarded pursuant [removed: to](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit102q1fy2021.htm) [Jacobs](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit102q1fy2021.htm)['](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit102q1fy2021.htm) [Stock] [added: 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.](http://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit102q1fy2021.htm) | | |

| 2.4 | | | | | | [Agreement and Plan of Merger, dated November 20, 2023, by and among Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP. Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K on November 21, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523281242/d855464dex21.htm) | | |

| 2.5† | | | | | | [Amendment to Agreement and Plan of Merger, dated August 26, 2024, by and among Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit25-amendmenttomerge.htm) | | |

| 2.6 | | | | | | [Separation and Distribution Agreement, dated November 20, 2023, by and among Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP. Filed as Exhibit 2.2 to the Registrant’s Current Report on Form 8-K on November 21, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523281242/d855464dex22.htm) | | |

| 3.1 | | | | | | [Composite Amended and Restated Certificate of Incorporation of Jacobs Solutions Inc. Filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit31-jsicompositearce.htm) | | |

| 10.15#† | | | | | | [First](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit1015-executivedefer.htm) [Amendment to the Jacobs Executive Deferral Plan, effective December 29, 2023](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit1015-executivedefer.htm)[.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit1015-executivedefer.htm) | | |

| 10.16#† | | | | | | [Second Amendment to the Jacobs Executive Deferral Plan, effective September 13, 2024.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit1016-executivedefer.htm) | | |

| 10.43# | | | | | | [Form of Restricted Stock Unit Agreement (Time-Based Vesting (ELT)) (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 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit104-formofgrantagre.htm) | | |

| 10.44# | | | | | | [Form of Restricted Stock Unit Agreement (Time-Based Vesting) (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 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit105-formofgrantagre.htm) | | |

| 10.45 | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share (ELT)) (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 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit106-formofgrantagre.htm) | | |

| 10.46# | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share) (awarded pursuant to Jacobs' Stock Incentive Plan). Filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit107-formofgrantagre.htm) | | |

| 10.47# | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – ROIC (ELT)) (awarded pursuant to Jacobs' Stock Incentive Plan). Filed as Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit108-formofgrantagre.htm) | | |

| 10.48# | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – ROIC) (awarded pursuant to Jacobs' Stock Incentive Plan). Filed as Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit109-formofgrantagre.htm) | | |

| 10.49 | | | | | | [Employee Matters Agreement, November 20, 2023, by and among Jacobs Solutions Inc., Amazon Holdco Inc. and Amentum Parent Holdings LLC. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on November 21, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523281242/d855464dex101.htm) | | |

| 10.50 | | | | | | [Tax Matters Agreement, dated as of September 27, 2024, by and among Jacobs Solutions Inc., Amentum Holdings, Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on September 30, 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312524228379/d23970dex101.htm) | | |

| 19† | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit19-insidertradingpo.htm) | | |

| 22 | | | | | | [Subsidiary Issuers of Guaranteed Securities. Filed as Exhibit 22.1 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000053/exhibit221-listofissuersof.htm) | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| /S/ Louis Pinkham | | | | | | Director | | | | | | November 25, 2024 | | |

| Louis Pinkham | | | | | | | | | | | | | | |

| /S/ Michael Collins | | | | | | Director | | | | | | November 25, 2024 | | |

| Michael Collins | | | | | | | | | | | | | | |

| /S/ Georgette D. Kiser | | | | | | Director | | | | | | November 25, 2024 | | |

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

| /S/ Mary Jackson | | | | | | Director | | | | | | November 25, 2024 | | |

| Mary Jackson | | | | | | | | | | | | | | |

| /S/ Robert A. McNamara | | | | | | Director | | | | | | November 25, 2024 | | |

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

| /S/ Julie Sloat | | | | | | Director | | | | | | November 25, 2024 | | |

| Julie Sloat | | | | | | | | | | | | | | |

| /s/ Venk Nathamuni | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | November 25, 2024 | | |

| Venk Nathamuni | | | | | | | | | | | | | | |

September 27, 2024

September 27, 2024

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| 10.3 | | | | | | [Credit Agreement, dated as of March 25, 2020, among Jacobs Engineering Group Inc. and Jacobs U.K. Limited, as borrowers, the lenders party thereto, Bank of America, N.A. as administrative agent, Bank of America, N.A., BNP Paribas and Wells Fargo Bank, N.A., as co-syndication agents, The Bank of Nova Scotia, HSBC Bank USA, National Association, USA, PNC Bank, National Association, TD Bank, N.A., 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.](https://www.sec.gov/Archives/edgar/data/52988/000156459020013326/jec-ex101_6.htm) | | |

| 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.](http://www.sec.gov/Archives/edgar/data/52988/000119312516738720/d272332dex101.htm) | | |

| | | | | | |

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

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

| /S/ Steven J. Demetriou | | | | | | Chair of the Board | | | | | | November 21, 2023 | | |

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

| /S/ Vincent K. Brooks | | | | | | Director | | | | | | November 21, 2023 | | |

| Vincent K. Brooks | | | | | | | | | | | | | | |

| /S/ Ralph E. Eberhart | | | | | | Director | | | | | | November 21, 2023 | | |

| Ralph E. Eberhart | | | | | | | | | | | | | | |

| /S/ Barbara L. Loughran | | | | | | Director | | | | | | November 21, 2023 | | |

| Barbara L. Loughran | | | | | | | | | | | | | | |

| /S/ Christopher M.T. Thompson | | | | | | Director | | | | | | November 21, 2023 | | |

| Christopher M.T. Thompson | | | | | | | | | | | | | | |

| /S/ Claudia Jaramillo | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | November 21, 2023 | | |

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

F-77

| Cash and cash equivalents | | | $ | 926,582 | | | | | $ | 1,140,479 | |

| Goodwill | | | 7,343,526 | | | | | | 7,184,658 | | |

| Intangibles, net | | | 1,271,943 | | | | | | 1,394,052 | | |

| Miscellaneous | | | 486,740 | | | | | | 504,646 | | |

| Total other noncurrent assets | | | 9,569,724 | | | | | | 9,591,749 | | |

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

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

| Accounts payable | | | 1,143,802 | | | | | | 966,792 | | |

| Accrued liabilities | | | 1,301,644 | | | | | | 1,441,762 | | |

| Operating lease liability | | | 152,077 | | | | | | 150,171 | | |

| Contract liabilities | | | 763,608 | | | | | | 641,705 | | |

| Other deferred liabilities | | | 125,088 | | | | | | 167,548 | | |

| Revenues | | | $ | 16,352,414 | | | | | $ | 14,922,825 | | | | | $ | 14,092,632 | |

| Direct cost of contracts | | | (12,879,099) | | | | | | (11,595,785) | | | | | | (11,048,860) | | |

| Gross profit | | | 3,473,315 | | | | | | 3,327,040 | | | | | | 3,043,772 | | |

| Selling, general and administrative expenses | | | (2,398,078) | | | | | | (2,409,190) | | | | | | (2,355,683) | | |

| Operating Profit | | | 1,075,237 | | | | | | 917,850 | | | | | | 688,089 | | |

| Interest income | | | 26,013 | | | | | | 4,489 | | | | | | 3,503 | | |

| Interest expense | | | (168,108) | | | | | | (100,246) | | | | | | (72,714) | | |

| Miscellaneous (expense) income, net | | | (16,463) | | | | | | 54,254 | | | | | | 76,724 | | |

| Total other (expense) income, net | | | (158,558) | | | | | | (41,503) | | | | | | 7,513 | | |

| Earnings from Continuing Operations Before Taxes | | | 916,679 | | | | | | 876,347 | | | | | | 695,602 | | |