Jacobs Solutions (J) 10-K risk factor changes: FY2025 vs FY2024
The 2025-09-26 10-K against the 2024-09-27 one, compared heading by heading and sentence by sentence.
Item 1A137 rewritten94 added51 removed571 unchanged
All filing items1,203 rewritten608 added606 removed2,275 unchanged
Summary
counted, not written
- Item 1A lists 61 risk factor headings: 4 new, 9 reworded and 48 unchanged since FY2024. 4 headings from FY2024 no longer appear.
- Sentence by sentence, 608 added, 606 removed, 1,203 rewritten and 2,275 unchanged across 15 items that differ.
New Item 1A headings (4)
- Project sites are inherently dangerous workplaces. Failure to maintain safe work sites, whether by us or by our employees, contractors, subcontractors, clients, the property owner or others working at the project site, can lead to injury, disabilities or fatalities. Such incidents could expose Jacobs to financial loss, reputational damage and potential civil or criminal liability.
- International trade issues, including tariffs and counter tariffs, if continued, may have a negative impact on our business generally.Tariffs
- We may not achieve some or all of the expected benefits of the Separation Transaction.
- Our business operations are subject to various and changing federal, state, local and foreign laws and regulations that could result in costs or sanctions that adversely affect our business and results of operations.
Removed Item 1A headings (4)
- Project sites are inherently dangerous workplaces. Failure to maintain safe work sites by us, the owner or others working at the project site can lead to our employees or others becoming injured, disabled or even losing their lives, and exposes us to significant financial losses and reputational harm, as well as civil and criminal liabilities.
- We may not achieve some or all of the expected benefits of the Separation Transaction, including with respect to our remaining ownership interest.
- We may be affected by market or regulatory responses to climate change.
- 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.
Reworded Item 1A headings (9)
- Continuing inflation and
[removed: rising][added: high] interest rates and/or construction costs could reduce the demand for our services as well as decrease our profit on our existing contracts, in particular with respect to our fixed-price contracts. - Contracts with [added: or funded by] the U.S. federal
[removed: government and][added: government,] other governments and their agencies pose additional risks compared to contracts with [added: or wholly-funded by] private sector clients. - Remote [added: and hybrid] working arrangements may increase our costs and adversely impact our culture and [added: our] ability to effectively [added: recruit, retain and] train our personnel.
- Our professional reputation and relationships
[removed: with government agencies]are critical to our business, and any harm to our reputation or relationships[removed: with government agencies]could[removed: 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. - We work in international locations where there are high security [added: and compliance] risks, which could result in harm to our employees or unanticipated costs.
- The Separation Transaction could result in a significant tax liability if the terms of the [added: IRS] private letter ruling are not satisfied.
[removed: Our business strategy relies][added: We may engage] in[removed: part on acquisitions and][added: mergers, acquisitions,] strategic investments [added: or divestitures as part of our business strategy] to[removed: sustain][added: accelerate] our growth. These transactions present certain risks and uncertainties.- Past and future non-financial
[removed: environmental,]health, [added: safety, security] and[removed: safety-related][added: environment-related] laws and regulations could impose significant additional costs and liabilities. - Maintaining adequate
[removed: bonding and][added: bonding,] letter of credit [added: and bank guarantee] capacity is necessary for us to successfully bid on and win some contracts.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
137 rewritten, 94 added, 51 removed, 571 unchanged
Demand for our services may be impacted by continuing inflation, [removed: rising or continued] high interest rates, [added: international trade issues, including tariffs and counter tariffs,] and/or construction costs.
- Our continued success is dependent upon our ability to hire, retain, [added: train] and utilize qualified personnel while managing the risks associated with [removed: sustained] remote [added: and hybrid] working arrangements.
[removed: - Any] [added: Our professional reputation and relationships are critical to our business, and any] harm to our reputation or relationships [removed: with government agencies] could [removed: 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 [removed: operations.][added: operations.]
[removed: - We] [added: We] may not achieve some or all of the expected benefits of the Separation [removed: Transaction, and the Separation Transaction may adversely impact our business and results of operation.][added: Transaction.]
[removed: - The] [added: The] Separation Transaction could result in a significant tax liability if the terms of the [added: IRS] private letter ruling are not [removed: satisfied.][added: satisfied.]
- [removed: Our business strategy relies] [added: We may engage] in [removed: part on acquisitions] [added: acquisitions, divestments] and strategic investments [added: as part of our business strategy] to [removed: sustain] [added: accelerate] our growth and we may make minority investments as well, all of which present certain risks and uncertainties.
- Past and future non-financial [removed: environmental,] health, [added: safety, security] and [removed: safety-related] [added: environment-related] laws and regulations could impose significant additional costs and liabilities.
- Climate change and related environmental issues, including [removed: market or regulatory responses] [added: those related] to [removed: climate change,] [added: compliance with new and evolving federal, state, local and foreign laws and regulations,] could have a material adverse impact on our business, financial condition and results of operations.
- Increasing scrutiny and changing and conflicting expectations from governmental organizations, clients, investors, suppliers and partners, communities and our employees with respect to our [removed: ESG] [added: practices] and [removed: diversity] [added: disclosures related to sustainability] and [removed: inclusion-related practices] [added: corporate responsibility] may impose additional costs on us or expose us to new or additional risks.
- Maintaining adequate [removed: bonding and] [added: bonding,] letter of credit [added: and bank guarantee] capacity is necessary for us to successfully win some contracts.
For example, in the public sector, declines in [added: federal funding and] state and local tax [removed: revenues] [added: revenues,] as well as other economic [removed: declines] [added: declines,] may result in lower state and local government spending.
We cannot predict the outcome of changing trade [removed: policies] [added: policies, including tariffs and counter tariffs,] or other unanticipated socioeconomic or political conditions, nor can we predict the timing, strength or duration of any economic recovery or downturn worldwide or in our clients’ markets.
Continuing inflation and [removed: rising] [added: high] interest rates and/or construction costs could reduce the demand for our services as well as decrease our profit on our existing contracts, in particular with respect to our fixed-price contracts.
Continuing or renewed inflation and [removed: rising] [added: high] interest rates and/or construction costs (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: 69%] [added: 68%] during fiscal [removed: 2024),] [added: 2025),] the effects of inflation on our financial condition and results of operations over the past few years have been generally minor.
However, if we continue to experience inflationary pressures, inflation may have a larger impact on our results of operations in the future, particularly if we expand our [removed: business into markets and geographic areas where fixed-price and lump-sum work is more prevalent.]
Therefore, continued or renewed inflation, [removed: rising] [added: high] interest rates and/or construction costs and supply chain challenges and/or frustrations could have a material adverse impact on our business, financial condition and results of operations.
The failure by us or others working at such sites to implement safety procedures or the implementation of ineffective procedures, or the failure to implement and follow appropriate safety procedures, subjects our [removed: employees] [added: employees, contractors, subcontractors] and others to the risk of injury, disability or loss of life, and subjects us to risk that the completion or commencement of our projects may be delayed and we may be exposed to litigation or investigations.
We are also subject to regulations dealing with occupational [removed: health] [added: health, safety, security] and [removed: safety.][added: environment ("HSSE").]
Although we maintain functional groups whose primary purpose is to ensure we implement effective [removed: HSE] [added: HSSE] work procedures throughout our organization, including project sites and maintenance sites, the failure to comply with such regulations could subject us to fines as well as criminal and/or civil liability.
Our [removed: safety record] [added: HSSE performance] is critical to our reputation.
Many of our clients require that we meet certain [removed: safety] [added: HSSE] criteria to be eligible to bid for contracts and many contracts provide for automatic termination or forfeiture of some or all of our contract fees or profit in the event we fail to meet certain measures.
For all of the foregoing reasons, if we fail to maintain adequate [removed: safety] [added: HSSE] standards, we could suffer harm to our reputation, reduced profitability or the loss of projects or clients, which could have a material adverse impact on our business, financial condition and results of operations.
For fiscal [removed: 2024,] [added: 2025,] approximately [removed: 31.1%] [added: 32%] of our revenues were earned under fixed-price contracts.
[added: 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, 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 [added: geopolitical and] general economic [removed: conditions] [added: conditions, such as tariffs, counter tariffs] and [added: other] inflationary pressures.
In some cases, the occurrence of delays may be due to factors outside of our control, such as due to supply chain [removed: shortages.][added: shortages, issues with subcontractor performance and/or compliance with laws, regulations, contracts or otherwise.]
As of the end of fiscal [removed: 2024,] [added: 2025,] our backlog totaled approximately [removed: $21.8] [added: $23.1] billion.
Contracts with [added: or funded by] the U.S. federal [removed: government and] [added: government,] other governments and their agencies pose additional risks compared to contracts with [added: or wholly-funded by] private sector clients.
The U.S. federal government represented approximately [removed: 10%] [added: 8%] of our total revenue in fiscal [removed: 2024.][added: 2025.]
[removed: These contracts,] [added: Contracts with or funded by the U.S. government, other governments and their respective agencies,] which are an important source of our revenue and profit, are subject to additional risks compared to contracts with private sector clients:
[removed: U.S.] [added: Any changes in] government [removed: shutdowns] [added: capital allocations,] or any [removed: related] under-staffing of [removed: the] government departments or [removed: agencies that interact with] [added: agencies, including resulting from layoffs within the government, or any government shutdowns impacting] our business [added: interaction with affected departments or agencies,] could result in program cancellations, disruptions and/or stop work orders, could limit the government’s ability to effectively progress programs and make timely payments, and could limit our ability to perform on our existing [removed: U.S.] government contracts and successfully compete for new work.
[removed: The U.S.] [added: Our] government [added: clients] may also shift its spending focus toward areas in which we do not currently provide services.
- Our contracts with governmental agencies [added: and our contracts which receive government funding] are subject to audit, investigations and proceedings which could result in adjustments to reimbursable contract costs or, if we are charged with wrongdoing, possible temporary or permanent suspension from participating in government programs, and a variety of penalties can be imposed on us including monetary damages and criminal and civil penalties.
- We may not be awarded government contracts because of existing policies designed to protect [removed: small businesses and] [added: small,] under-represented [removed: minorities.][added: and/or disadvantaged businesses.]
- [removed: Many] [added: Some] of our federal government contracts require us to have security clearances, which can be difficult and time consuming to obtain.
[added: 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.
While we [removed: do not] generally [removed: accept] [added: seek to reject] liability for consequential damages in our contracts, and although we have adopted a range of insurance, risk management and risk avoidance programs designed to reduce potential liabilities, we may be deemed to be responsible for these professional judgments, recommendations or [removed: opinions] [added: opinions, including, for example,] if they are later determined to be [removed: inaccurate,] [added: inaccurate] or if a catastrophic event or other failure occurs at one of our project sites or completed projects.
Further, even where coverage applies, the policies have limits and deductibles or retentions or quota shares, which could result in our assumption of exposure for certain amounts with respect to any claim [removed: filed] [added: asserted] against us.
[removed: 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 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.
Page 16
- International trade issues, including tariffs and counter tariffs, may have a negative impact on our business.
Page 17
Risks Related to Sustainability and Corporate Responsibility
business into markets and geographic areas where fixed-price and lump-sum work is more prevalent.
Failure to maintain safe work sites, whether by us or by our employees, contractors, subcontractors, clients, the property owner or others working at the project site, can lead to injury, disabilities or fatalities.
Such incidents could expose Jacobs to financial loss, reputational damage and potential civil or criminal liability.
An uninsured claim, either in part or in whole, as well as any claim
In addition, the timing of funding awards under these bills is uncertain, particularly in the United States following the change in the federal administration and subsequent reductions in government spending.
A reduction in government investment in markets in which we operate could materially affect our results of operations.
We also face increasing risks associated with operational technology ("OT") systems, particularly in our work supporting critical infrastructure sectors in which we operate.
These risks include cyber threats targeting legacy and modernized OT environments, challenges in integrating secure digital solutions with aging infrastructure, and the growing attack surface introduced by IoT ("internet of things") and IIoT ("industrial internet of things") devices.
Additionally, we must navigate evolving regulatory requirements and ensure operational continuity in the face of potential system disruptions.
difficulties in anticipating and implementing adequate preventative measures or mitigating harms after such an attack.
We are also subject to data sovereignty requirements imposed by the U.S. government, other sovereign governments, and, in some cases, by clients through specific contractual provisions.
These requirements restrict how and where data is stored, processed, and accessed, particularly in relation to sensitive or classified information.
Compliance with these requirements often necessitates localized infrastructure, specialized data handling protocols, and enhanced cybersecurity controls.
Failure to comply with these requirements could result in contractual penalties, reputational harm, or the loss of current and future business opportunities with affected clients, all of which could have a material adverse effect on our business, financial condition and results of operations.
Many of our employees have been working remotely since the COVID-19 pandemic.
Conversely, our new hybrid working policy, which requires certain employees to work in an assigned office or client site for a minimum number of days each week, requires that we adopt techniques to effectively communicate and demonstrate the benefits of in-person collaboration, team building and execution and individual and team learning and professional development.
Failure to adequately communicate and demonstrate the benefits of our hybrid working policy and obtain employee buy-in could similarly harm our future success, including our ability to recruit new talent in the marketplace and retain existing personnel, innovate and operate effectively and execute on our business strategy.
Our professional reputation is critical to maintaining strong relationships with our customers, suppliers, employees, investors, and the communities in which we operate.
Adverse publicity or negative public perception of our company, whether actual or perceived, could have a material adverse effect on our business, financial condition, and results of operations.
- Reputational harm may arise from a variety of sources, including, but not limited to:
- Project performance issues, such as schedule delays, work stoppages, cost overruns or failure to meet project specifications or professional standards;
- Health, safety, or security incidents at work sites involving our employees, contractors, subcontractors, clients or others;
- Cybersecurity or data protection failures, including breaches of confidential or proprietary information;
- Mismanagement of emerging technologies, including artificial intelligence;
- Compliance lapses, including those related to domestic and foreign government laws, regulations and policies;
- Environmental incidents, such as the contamination of, or damage to, natural resources or the environment, caused by us or our contractors, subcontractors, agents or partners;
- Changing and evolving values and perceptions regarding climate change and sustainability, including any perceived shortcomings in our climate- or sustainability-related practices or policies;
- Engagements in or perceived connections to politically or socially sensitive activities;
- Misconduct, fraud or other improper conduct or other acts resulting in reputational damage by our employees, contractors, subcontractors, agents, partners or anyone performing on behalf of the company; and
- Disputes with our partners or clients or negative outcomes of pending or future claims and litigation.
The speed and reach of digital communications and social media increase the likelihood that negative information, whether accurate or not, could spread quickly and be difficult to remediate.
Damage to our reputation may affect customer and government agency decisions in awarding contracts, as many of our public-sector and large private-sector customers place high importance on past performance, safety records, and community impact.
Reputational harm may also negatively influence employee morale, talent retention, and recruitment, while increasing regulatory oversight and/or compliance costs, or result in more restrictive contract terms.
In addition, a loss of investor, lender, or community confidence could increase our cost of capital, limit our access to future business opportunities and diminish shareholder value.
Any such reputational damage, whether arising from a single event or a series of issues, could materially and adversely affect our business, financial condition, and results of operations.
As part of our broader digital transformation strategy, we are integrating artificial intelligence machine learning, data science and similar technologies (collectively, “AI”) to improve operational efficiency, enhance service delivery, and support data-driven decision-making across our core markets, including advisory services, infrastructure, environmental services, and defense.
Risks Related to the Separation Transaction
Risks Related to Climate Change and ESG
Failure to maintain safe work sites by us, the owner or others working at the project site can lead to our employees or others becoming injured, disabled or even losing their lives, and exposes us to significant financial losses and reputational harm, as well as civil and criminal liabilities.
Fixed-price contracts are established in part on proposed designs, which may be partial or incomplete, cost
We also issue reports
In addition, the timing of funding awards under these bills is uncertain.
In the United States, the upcoming change in the administration may result in a reduction in the amount of governmental funding available, which could materially affect our results of operations.
A significant portion of our revenue is earned directly or indirectly from various government agencies.
If our reputation or relationships with these agencies were harmed, our future revenue and growth prospects would be materially and adversely affected.
Our reputation and relationship with these government agencies is a key factor in maintaining and growing revenue under our government contracts.
In addition, to the extent our performance under a contract does not meet a government agency’s expectations, the client might seek to terminate the contract prior to its scheduled expiration date, provide a negative assessment of our performance to government-maintained contractor past-performance data repositories, fail to award us additional business under existing contracts or otherwise, and direct future business to our competitors.
If our reputation or relationships with these agencies are negatively affected, or if we are suspended or debarred from contracting with government agencies for any reason, such actions would decrease the amount of business that the government agency does with us, which would have a material adverse effect on our business, financial condition and results of operations.
Additionally, as we diversify and expand our product offerings, there is also an increased risk
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.
inferior quality, or contain biased information.
- Unexpected changes in foreign government policies and regulatory requirements;
We may not achieve some or all of the expected benefits of the Separation Transaction, including with respect to our remaining ownership interest.
We have expended significant management time and resources in connection with the Separation Transaction and may incur significant additional expenses and challenges in connection with the Separation Transaction.
If we fail to achieve some or all of the benefits that we expect to achieve as a result
As a result of the Separation Transaction, we hold 7.5% of the issued and outstanding shares of common stock of Amentum.
An additional amount of approximately 4.5% of the issued and outstanding common stock of Amentum (the "contingent consideration") has been placed in escrow, to be released and delivered in the future to us and our shareholders or the former sole equity holder of Amentum, depending on the achievement of certain operating profit targets by the Separated Business.
To the extent Jacobs and shareholders become entitled to any portion of the contingent consideration, the first 0.5% of the outstanding shares of Amentum will be released from escrow and delivered to us.
Any further contingent consideration to which we and our shareholders may become entitled will be distributed on a pro rata basis to shareholders as of a record date to be determined in the future.
Any shares of contingent consideration to which we and our shareholders do not become entitled to receive will be delivered to the former equity holder of Amentum.
We cannot predict the trading price of shares of Amentum’s common stock and the market value of the Amentum shares are subject to market volatility and other factors outside of our control.
We intend to divest our ownership interest in Amentum within 12 months of the distribution, but there can be no assurance regarding the ultimate timing of such divestiture.
Unanticipated developments could delay, prevent or otherwise adversely affect the divestiture, including but not limited to financial market conditions.
For a further discussion of goodwill impairment testing, please see Item 7- *Management’s Discussion and Analysis of Financial Condition and Results of Operations* below.
Our business strategy involves growth through, among other things, the acquisition of, and strategic investments in, other companies, such as our acquisitions of CH2M, BlackLynx and StreetLight and our strategic investment in PA Consulting.
- Valuation methodologies may not accurately capture the value of the target company's business;
- The loss of key customers or suppliers, including as a result of any actual or perceived conflicts of interest;
- Difficulties relating to combining previously separate entities into a single, integrated, and efficient business;
- Difficulties relating to assimilating the leadership, personnel, benefits, services, and systems of an acquired business and to assimilating marketing and other operational capabilities;
- Difficulties retaining key personnel of the target company;
board and shareholder approval, (iii) regulatory approvals, (iv) the absence of any legal restraint that would prevent the consummation of the transaction, (v) the absence of material adverse conditions which can prevent the consummation of the transaction, and (vi) compliance with covenants and the accuracy of representations and warranties contained in the transaction agreement, among others.
We may be affected by market or regulatory responses to climate change.
Growing public concern about climate change has resulted in the increased focus of local, state, regional, national and international regulatory bodies on greenhouse gas ("GHG") emissions and climate change issues.
At Jacobs, we have committed to do our part to help solve the climate crisis by setting ambitious climate commitments and targets, including our goals to remain carbon neutral for our operations and business travel and reach net-zero for our entire value chain by 2040.
While our climate commitments and targets are ambitious, we believe that they are realistic and achievable.
We have also developed a roadmap for implementation of our carbon reduction goals and our global emissions reduction trajectory suggests that we continue on a pathway to meet our targets.
An excerpt. Shown here: 40 of 137 rewritten, 40 of 94 added and 40 of 51 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2025 filing and the FY2024 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
172 rewritten, 127 added, 98 removed, 208 unchanged
Page [removed: 49][added: 65]
Direct [removed: costs] [added: cost] of contracts include all costs incurred in connection with and directly for the benefit of client contracts, including depreciation and amortization relating to assets used in providing the services required by the related projects.
The level of direct [removed: costs] [added: cost] of contracts may fluctuate between reporting periods due to a variety of factors, including the amount of pass-through costs we incur during a period.
The expected rates of return on plan assets ranged from [removed: 5.3%] [added: 4.6%] to [removed: 7.6%] [added: 7.8%] for fiscal [removed: 2024] [added: 2025] and range from [removed: 4.6%] [added: 4.0%] to [removed: 7.8%] [added: 8.2%] for fiscal [removed: 2025.][added: 2026.]
We believe the range of rates selected for fiscal [removed: 2025] [added: 2026] 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: 3.8% to 6.9%] [added: 3.4% 7.0%] in fiscal [removed: 2024] [added: 2025] and range from [removed: 3.4%] [added: 3.2%] to [removed: 7.0%] [added: 6.0%] in fiscal [removed: 2025.][added: 2026.]
For example, if the discount rate used to value the net pension benefit obligation (“PBO”) at September [removed: 27, 2024] [added: 26, 2025] was lower or higher by 1.0%, the PBO would have been higher or lower, respectively, at that date by approximately [removed: $158.7] [added: $139.1] million for non-U.S. plans, and by approximately [removed: $21.0] [added: $19.5] 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: 2024] [added: 2025] would be higher or lower, respectively, by approximately $13.1 million for non-U.S. plans, and by approximately [removed: $2.9] [added: $2.7] million for U.S. plans.
Differences between actuarial assumptions and actual performance (i.e., actuarial gains and losses) that are not recognized as a component of net periodic pension cost in the period in which such differences arise are recorded to accumulated other comprehensive [removed: income (loss)] [added: loss] and are recognized as part of net periodic pension cost in future periods in accordance with U.S. GAAP.
For the Fiscal Years Ended September [removed: 27, 2024,] [added: 26, 2025,] September [removed: 29, 2023] [added: 27, 2024] and September [removed: 30, 2022][added: 29, 2023]
| | | | September [removed: 27, 2024] [added: 26, 2025] | | | | | | September [removed: 29, 2023] [added: 27, 2024] | | | | | | September [removed: 30, 2022] [added: 29, 2023] | | |
| Revenues | | | $ | [removed: 11,500,941] [added: 12,029,783] | | | | | $ | [removed: 10,851,420] [added: 11,500,941] | | | | | $ | [removed: 9,783,074] [added: 10,851,420] | |
| Direct cost of contracts | | | [removed: (8,668,185)] [added: (9,044,849)] | | | | | | [removed: (8,140,560)] [added: (8,668,185)] | | | | | | [removed: (7,203,115)] [added: (8,140,560)] | | |
| Gross profit | | | [removed: 2,832,756] [added: 2,984,934] | | | | | | [removed: 2,710,860] [added: 2,832,756] | | | | | | [removed: 2,579,959] [added: 2,710,860] | | |
| Selling, general and administrative expenses | | | [removed: (2,140,320)] [added: (2,121,300)] | | | | | | [removed: (2,034,376)] [added: (2,140,320)] | | | | | | [removed: (2,040,075)] [added: (2,034,376)] | | |
| Operating Profit | | | [removed: 692,436] [added: 863,634] | | | | | | [removed: 676,484] [added: 692,436] | | | | | | [removed: 539,884] [added: 676,484] | | |
| Interest income | | | [removed: 34,454] [added: 35,804] | | | | | | [removed: 24,975] [added: 34,454] | | | | | | [removed: 4,301] [added: 24,975] | | |
| Interest expense | | | [removed: (169,058)] [added: (145,788)] | | | | | | [removed: (168,085)] [added: (169,058)] | | | | | | [removed: (100,187)] [added: (168,085)] | | |
| Miscellaneous [removed: income (expense),] [added: (expense) income,] net | | | [removed: 219,454] [added: (189,663)] | | | | | | [removed: (12,399)] [added: 219,454] | | | | | | [removed: 33,499] [added: (12,399)] | | |
| Total [removed: other income (expense),] [added: Other (Expense) Income,] net | | | [removed: 84,850] | | | | | | [removed: (155,509)] | | | | | | [removed: (62,387)] [added: (155,509)] | | |
| Earnings from Continuing Operations Before Taxes | | | [removed: 777,286] [added: 543,477] | | | | | | [removed: 520,975] [added: 777,286] | | | | | | [removed: 477,497] [added: 520,975] | | |
| Income Tax Expense for Continuing Operations | | | [removed: (131,493)] [added: (215,555)] | | | | | | [removed: (101,336)] [added: (131,493)] | | | | | | [removed: (66,328)] [added: (101,336)] | | |
| Net Earnings of the Group from Continuing Operations | | | [removed: 645,793] [added: 327,922] | | | | | | [removed: 419,639] [added: 645,793] | | | | | | [removed: 411,169] [added: 419,639] | | |
| Net [added: (Loss)] Earnings of the Group from Discontinued Operations, net of tax | | | [removed: 206,850] [added: (23,966)] | | | | | | [removed: 300,017] [added: 206,850] | | | | | | [removed: 304,243] [added: 300,017] | | |
| Net Earnings of the Group | | | [removed: 852,643] [added: 303,956] | | | | | | [removed: 719,656] [added: 852,643] | | | | | | [removed: 715,412] [added: 719,656] | | |
| Net Earnings Attributable to Noncontrolling Interests from Continuing Operations | | | [removed: (17,990)] [added: (3,443)] | | | | | | [removed: (18,900)] [added: (17,990)] | | | | | | [removed: (22,420)] [added: (18,900)] | | |
| Net Earnings Attributable to Redeemable Noncontrolling Interests | | | [removed: (14,999)] [added: (11,177)] | | | | | | [removed: (21,614)] [added: (14,999)] | | | | | | [removed: (34,585)] [added: (21,614)] | | |
| Net Earnings Attributable to Jacobs from Continuing Operations | | | [removed: 612,804] [added: 313,302] | | | | | | [removed: 379,125] [added: 612,804] | | | | | | [removed: 354,164] [added: 379,125] | | |
| Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations | | | [removed: (13,561)] [added: —] | | | | | | [removed: (13,365)] [added: (13,561)] | | | | | | [removed: (14,368)] [added: (13,365)] | | |
| Net [added: (Loss)] Earnings Attributable to Jacobs from Discontinued Operations | | | [removed: 193,289] [added: (23,966)] | | | | | | [removed: 286,652] [added: 193,289] | | | | | | [removed: 289,875] [added: 286,652] | | |
| Net Earnings Attributable to Jacobs | | | $ | [removed: 806,093] [added: 289,336] | | | | | $ | [removed: 665,777] [added: 806,093] | | | | | $ | [removed: 644,039] [added: 665,777] | |
| Basic Net Earnings from Continuing Operations Per Share | | | $ | [removed: 4.81] [added: 2.59] | | | | | $ | [removed: 3.06] [added: 4.81] | | | | | $ | [removed: 2.75] [added: 3.06] | |
| Basic Net [added: (Loss)] Earnings from Discontinued Operations Per Share | | | $ | [removed: 1.54] [added: (0.20)] | | | | | $ | [removed: 2.26] [added: 1.54] | | | | | $ | [removed: 2.25] [added: 2.26] | |
| Basic Earnings Per Share | | | $ | [removed: 6.35] [added: 2.39] | | | | | $ | [removed: 5.32] [added: 6.35] | | | | | $ | [removed: 5.01] [added: 5.32] | |
| Diluted Net Earnings from Continuing Operations Per Share | | | $ | [removed: 4.79] [added: 2.58] | | | | | $ | [removed: 3.05] [added: 4.79] | | | | | $ | [removed: 2.74] [added: 3.05] | |
| Diluted Net [added: (Loss)] Earnings from Discontinued Operations Per Share | | | $ | [removed: 1.54] [added: (0.20)] | | | | | $ | [removed: 2.25] [added: 1.54] | | | | | $ | [removed: 2.24] [added: 2.25] | |
| Diluted Earnings Per Share | | | $ | [removed: 6.32] [added: 2.38] | | | | | $ | [removed: 5.30] [added: 6.32] | | | | | $ | [removed: 4.98] [added: 5.30] | |
[removed: Note:] [added: Note:] Earnings per share amounts may not add due to [removed: rounding.][added: rounding.]
Net earnings attributable to the Company from continuing operations for fiscal [removed: 2024] [added: 2025] were [removed: $612.8] [added: $313.3] million (or [removed: $4.79] [added: $2.58] per diluted share), [removed: an increase] [added: a decrease] of [removed: $233.7] [added: $299.5] million, or [removed: 61.6%,] [added: 48.9%,] from [removed: $379.1] [added: $612.8] million (or [removed: $3.05] [added: $4.79] per diluted share) for the prior year.
[removed: Miscellaneous net income was favorable by $231.9 million for the current year compared to the corresponding] [added: The increase in expense from] fiscal [removed: 2023 amount,] [added: 2024 was primarily] due [removed: mainly] to [removed: $186.9] [added: $(227.3)] million in [removed: pre-tax] mark-to-market [removed: gains] [added: losses] associated with [removed: the Company's] [added: our] investment in Amentum [removed: stock, as well] [added: stock in connection with the Separation Transaction] as [added: compared to $186.9 million in gains relating to the same investment in the prior year and] a [added: prior year] $35.2 million realized gain on interest rate swaps settled during the fourth quarter of fiscal [removed: 2024, which is further discussed in Note 18- *Commitments and Contingencies and Derivative Financial Instruments.*][added: 2024.]
When the Company has operations and maintenance or secondment contracts that do not contain variable consideration or have significant timing differences between cash payment and performance, the practical expedient method is applied for revenue recognition.
| Loss on extinguishment of debt | | | (20,510) | | | | | | — | | | | | | — | | |
2025 Overview
Our reported net earnings for the current year were favorably impacted by higher gross profit of $152.2 million compared to the prior year, primarily driven by stronger performance in our Infrastructure & Advanced Facilities ("I&AF") operating segment, specifically in the Advanced Facilities, Europe and Asia, Pacific and Middle East ("APME") businesses, as well as growth in our PA Consulting operating segment, as discussed below in the *Segment Financial Information* section.
While current year results reflected higher year-over-year underlying gross profit, the Company’s results from continuing operations for fiscal 2025 were unfavorably impacted by an increase in miscellaneous expense of $409.1 million primarily as a result of $227.3 million in mark-to-market losses relating to our investment in Amentum stock in connection with the Separation Transaction compared to $186.9 million in gains relating to the same investment in the prior year.
Fiscal 2025 comparative results were also unfavorably impacted by a prior year realized gain of $35.2 million from settlement of interest rate swaps in fiscal 2024 and $20.5 million in discounts and expenses recorded to Loss on extinguishment of debt associated with our Equity-for-Debt Transaction on March 13, 2025, where the Company exchanged shares of our investment in Amentum Holdings, Inc. for a principal amount of term loans under the 2021 Term Loan Facility, which term loans were immediately extinguished (see Note 9- *Borrowings* and Note 14- *Discontinued Operations*).
These unfavorable impacts were partly offset by an increase in TSA-related income and a decrease in interest expense included in miscellaneous expense as well as a decrease in pre-tax Restructuring and other charges and transaction costs of $104.6 million reported in Selling, general & administrative ("SG&A") expenses compared to the fiscal 2024 period, primarily associated with the Separation Transaction (mainly professional services and employee separation costs), which are discussed in Note 16- *Restructuring and Other Charges*.
The overall higher income tax expense was partially offset by a return-to-provision income tax benefit of $16.2 million mainly attributable to additional research and development credits claimed on the U.S. federal tax return.
The change year-over-year was primarily driven by prior year operating results of the SpinCo Business which were divested on September 27, 2024 and therefore are no longer in Company's financial results in fiscal year 2025.
In addition, the Company has accrued approximately $(30.8) million during the year ended September 26, 2025 as an indemnity reserve in respect of an ongoing non-U.S. tax matter related to an entity that was part of the separated SpinCo Business as described in Note 14- *Discontinued Operations.*
Backlog at September 26, 2025 was $23.1 billion, up $1.2 billion, from $21.8 billion in the prior year.
Fiscal 2025 Compared to Fiscal 2024
The increase in revenues was mainly driven by the Company's I&AF business, as well as year over year revenue growth in our PA Consulting business.
The I&AF segment benefited primarily from stronger performance in its Advanced Facilities and APME business operations.
Gross profit for the year ended September 26, 2025 was $2.98 billion, an increase of $152.2 million, or 5.4%, from $2.83 billion for the prior year, with gross profit margins of 24.8% and 24.6% for the respective periods.
The Company's increase in gross profit was mainly attributable to higher revenues as mentioned above, with favorable margin impacts from year over year project mix.
SG&A expenses were impacted by a decrease of $104.6 million in Restructuring and other charges associated with the Separation Transaction, mainly comprised of professional services, compared to the prior year.
This was partially offset by an increase in incentives of $36.5 million, primarily related to PA consulting, expenses associated with the TSA with Amentum of $26.0 million, an increase of $9.9 million in expenses associated with IT related software licensing and other costs, as well as year-over-year increases in other personnel costs and other department spend for the fiscal year 2025.
Net interest expense for the year ended September 26, 2025 was $110.0 million, a decrease of $24.6 million from $134.6 million for the prior year.
The decrease in net interest expense for the fiscal year 2025 was primarily due to a decrease in interest expense driven by lower outstanding debt balances throughout the fiscal year, as proceeds associated with the Separation Transaction were used for the repayment of debt at the end fiscal 2024 as well as in the current year.
Loss on extinguishment of debt was $20.5 million in fiscal 2025, which includes discounts and expenses associated with the Equity-for-Debt Transaction executed on March 13, 2025, where the Company exchanged shares of our investment in Amentum Holdings, Inc. for a principal amount of term loans under the 2021 Term Loan Facility, which term loans were immediately extinguished.
See Note 9- *Borrowings* and Note 14- *Discontinued Operations*.
These unfavorable items were partially offset by $40.5 million in TSA-related income associated with the Separation Transaction as discussed in Note 14- *Discontinued Operations*.
Net (loss) earnings attributable to Jacobs from discontinued operations for fiscal 2025 were $(24.0) million (or $(0.20) per diluted share), a decrease of $217.3 million, or 112.4%, from $193.3 million (or $1.54 per diluted share) in the prior year, primarily driven by prior year operating results of the SpinCo Business which were divested on September 27, 2024 and therefore are no longer in Company's financial results in fiscal year 2025.
See Note 14- *Discontinued Operations*.
The change in noncontrolling interest for fiscal year 2025 primarily resulted from the impact of an unfavorable interim ruling against a consolidated joint venture in which the Company holds a 50% interest, in connection with a long running project, upon which the Company recorded a reserve against related accounts receivable (the “Consolidated JV Matter”) during the second fiscal quarter of 2025.
Net earnings attributable to redeemable noncontrolling interests for the year ended September 26, 2025 were $11.2 million, compared to $15.0 million in the corresponding prior period.
| Non-Deductible Incentive Compensation | | | 18,376 | | | | | | 3.4 | | % | | | | 3,296 | | | | | | 0.4 | | % | | | | 162 | | | | | | — | | % |
| Non-taxable mark-to-market Adjustment for Amentum investment | | | 51,989 | | | | | | 9.6 | | % | | | | (39,255) | | | | | | (5.1) | | % | | | | — | | | | | | — | | % |
| Other items – net | | | (6,692) | | | | | | (1.2) | | % | | | | (13,920) | | | | | | (1.8) | | % | | | | (1,494) | | | | | | (0.3) | | % |
Note: Certain amounts have been reclassified to conform to the current year presentation.
cash charges.
| | | | September 26, 2025 | | | | | | | | | | | | | | |
| | | | Infrastructure & Advanced Facilities | | | | | | PA Consulting | | | | | | Total | | |
| Direct cost of contracts | | | (8,228,935) | | | | | | (815,914) | | | | | | (9,044,849) | | |
| Selling, general and administrative expenses | | | (1,631,723) | | | | | | (171,164) | | | | | | (1,802,887) | | |
| Segment Operating Profit (1) | | | $ | 903,548 | | | | | $ | 278,499 | | | | | $ | 1,182,047 | |
| Restructuring, Transaction and Other Charges (2) | | | | | | | | | | | | | | | (162,896) | | |
| Amortization of Intangible Assets | | | | | | | | | | | | | | | (155,517) | | |
| Total U.S. GAAP Operating Profit | | | | | | | | | | | | | | | $ | 863,634 | |
Goodwill and Intangible Assets
Goodwill represents the excess of the fair value of consideration transferred, plus the fair value of any non-controlling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date.
We recognize purchased intangible assets in connection with our business acquisitions at fair value on the acquisition date.
The goodwill carried on our Consolidated Balance Sheets is tested annually for possible impairment, and on an interim basis if indicators of possible impairment exist.
For purposes of impairment testing, goodwill is assigned to the applicable reporting units based on the current reporting structure.
In performing the annual impairment test, we evaluate our goodwill at the reporting unit level.
The Company performs the annual goodwill impairment test for the reporting units at the beginning of the fourth quarter of its fiscal year.
We evaluate impairment of goodwill either by assessing qualitative factors to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount, or by performing a quantitative assessment.
Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and circumstances affecting the reporting unit.
If we choose to perform a qualitative assessment and after considering the totality of events or circumstances, we determine it is more likely than not that the fair value of our reporting unit is less than its carrying amount, we will perform a quantitative fair value test.
U.S. GAAP does not prescribe a specific valuation method for estimating the fair value of reporting units.
Any valuation technique used to estimate the fair value of a reporting unit requires the use of significant estimates and assumptions, including revenue growth rates, operating margins, discount rates and future market conditions, among others.
We use income and market approaches to test our goodwill for possible impairment which requires us to make estimates and judgments.
Under the income approach, fair value is determined by using the discounted cash flows of our reporting units.
The Company’s discount rate reflects a weighted average cost of capital (“WACC”) for a peer group of companies representative of the Company’s respective reporting units.
Under the market approach, the fair values of our reporting units are determined by reference to guideline companies that are reasonably comparable to our reporting units; the fair values are estimated based on the valuation multiples of the invested capital associated with the guideline companies.
In assessing whether there is an indication that the carrying value of goodwill has been impaired, we utilize the results of both valuation techniques and consider the range of fair values indicated.
It is possible that changes in facts and circumstances, judgments and assumptions used in estimating the fair value, including with respect to market conditions and the economy, could change, resulting in possible impairment of goodwill in the future.
The fair values resulting from the valuation techniques used are not necessarily representative of the values we might obtain in a sale of the reporting units to willing third parties.
For the 2024 fiscal year, we performed a quantitative impairment test of the DVS reporting unit at the beginning of the fourth quarter and determined that the fair value of this reporting unit exceeded its respective carrying value.
For the remaining reporting units, we determined that the fair values significantly exceeded their carrying values and an analysis beyond the qualitative level was not considered necessary.
Intangible assets with finite lives that arise from business acquisitions are amortized based on the period over which the contractual or economic benefit of the intangible assets are expected to be realized or on a straight-line basis over the useful lives of the underlying assets.
These primarily consist of customer relationships, contracts and backlog, developed technology and trade names.
We assess the recoverability of the unamortized balance of our intangible assets when indicators of impairment are present based on expected future profitability and undiscounted expected cash flows and their contribution to overall operations.
Should the review indicate that the carrying value is not fully recoverable, the excess of the carrying value over the fair value of the intangible assets would be recognized as an impairment loss.
| | | | | | | | | | | | | | | | | | |
2024 Overview
The current year results reflected higher year-over-year operating profit of $16.0 million, which benefited from favorable year-over-year underlying operating results, primarily in the Infrastructure & Advanced Facilities ("I&AF") segment, as discussed below in the *Segment Financial Information* section.
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.
Also, a net tax benefit of $39.4 million was recorded in fiscal year 2023 relating to the effective settlement of uncertain tax positions.
Finally, year-over-year net earnings impacts associated with redeemable noncontrolling interests were lower by $(6.6) million and were attributable mainly to lower after-tax earnings results in our PA Consulting investment compared to the prior 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 2023 Compared to Fiscal 2022
Gross profit for the year ended September 29, 2023 was $2.71 billion, up $130.9 million, or 5.1%, from $2.58 billion for fiscal 2022.
Our gross profit margins were 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 fiscal 2023 margins, partly offset by new program startups won in fiscal 2023.
Fiscal 2023 results were impacted by Restructuring and other charges of $61.1 million in separation activities (mainly professional services and employee separation costs) relating to the Separation Transaction and by higher incentives of $46.2 million.
An excerpt. Shown here: 40 of 172 rewritten, 40 of 127 added and 40 of 98 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2025 filing and the FY2024 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
13 rewritten, 1 added, 3 removed, 6 unchanged
Please see the Note 9- *Borrowings* in Notes to Consolidated Financial Statements beginning on Page F-1 of this Annual Report on Form 10-K, which is incorporated herein by reference, for a discussion of the Revolving Credit Facility and [added: 2025] Term Loan [removed: Facilities.][added: Facility.]
Our Revolving Credit Facility, [added: 2025] Term Loan [removed: Facilities] [added: Facility] and certain other debt obligations are subject to variable rate interest which could be adversely affected by an increase in interest rates.
As of September [removed: 27, 2024,] [added: 26, 2025,] we had an aggregate of [removed: $1.13] [added: $1.15] billion in outstanding borrowings under our Revolving Credit Facility and [added: 2025] Term Loan [removed: Facilities.][added: Facility.]
Interest on amounts borrowed under these agreements is subject to adjustment based on the Company’s Consolidated Leverage Ratio (as defined in the credit agreements governing the Revolving Credit Facility and the [added: 2025] Term Loan [removed: Facilities).][added: Facility).]
Depending on the Company’s Consolidated Leverage Ratio, borrowings denominated in U.S. dollars under the Revolving Credit Facility [removed: and the Term Loan Facilities bear] interest at a SOFR rate plus a margin of between 0.975% and 1.725% or a base rate plus a margin of between 0% and 0.625% including applicable margins while borrowings denominated in British pounds under these respective facilities bear interest at an adjusted SONIA rate plus a margin of between 0.908% and [removed: 1.6580%.][added: 1.658%.]
Additionally, our Revolving Credit [removed: Facility, Term Loan Facilities] [added: Facility] and 5.90% Bonds due 2033 have interest rates subject to potential increases relating to certain ESG metrics as stipulated in the related agreements and as discussed in Note [removed: 9 -] [added: 9-] *Borrowings*.
However, as discussed in Note [removed: 18 -] [added: 17-] *Commitments and Contingencies and Derivative Financial Instrument*s, we have [added: one outstanding] swap [removed: agreements] [added: agreement] with an aggregate notional value of $200.0 million in place to convert the variable rate interest-based [removed: liabilities] [added: liability] associated with a corresponding amount of our debt into [added: a] fixed interest rate [removed: liabilities,] [added: liability,] leaving [removed: $0.93 billion] [added: $945.3 million] in principal amount subject to variable interest rate risk.
See Note [removed: 18 -] [added: 17-] *Commitments and Contingencies and Derivative Financial Instrument*s.
For the year ended September [removed: 27, 2024,] [added: 26, 2025,] our weighted average floating rate borrowings that are subject to floating rate exposure were approximately [removed: $1.4] [added: $1.2] billion.
If floating interest rates had increased by 1.00%, our interest expense for the year ended September [removed: 27, 2024] [added: 26, 2025] would have increased by approximately [removed: $14.1] [added: $12.0] million.
In situations where [removed: our operations incur] [added: the Company incurs] contract costs in currencies other than their functional currency, we sometimes enter into foreign exchange contracts to limit our exposure to fluctuating foreign currencies.
The Company has [removed: $827.3] [added: $491.9] million in notional value of exchange rate sensitive instruments at September [removed: 27, 2024.][added: 26, 2025.]
See Note [removed: 18 -] [added: 17-] *Commitments and* *Contingencies and Derivative Financial Instruments* for discussion.
Borrowings under the 2025 Term Loan Facility will bear interest at either a SONIA rate or term SOFR rate plus a margin of between 0.975% and 1.600% or a base rate plus a margin of between 0.000% and 0.500%.
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
Item 1. BUSINESS
91 rewritten, 83 added, 117 removed, 100 unchanged
With a [added: global] team of approximately [removed: 45,000,] [added: 43,000,] we provide end-to-end [removed: services in] [added: capabilities across] advanced manufacturing, cities & places, energy, environmental, life sciences, transportation and water.
[removed: From] [added: Our services span] advisory and consulting, [removed: feasibility,] [added: feasibility and] planning, [added: through to] design, program [added: delivery] and lifecycle [removed: management, we are creating] [added: management — helping to create] a more connected and sustainable world.
Over the [removed: last] [added: past] eight years, Jacobs has [removed: been on a transformation journey, starting with a re-emphasis on business excellence, our culture and brand, and evolving our portfolio to become] [added: transformed into] a science-based consulting and advisory [removed: solutions provider] [added: leader,] focused on delivering [removed: some of the world’s most] [added: digitally enabled, resilient solutions to] complex sustainability, critical infrastructure and advanced manufacturing challenges.
[removed: Our Data Solutions accelerator harnesses] [added: We harness] our [added: advanced] data and digital capabilities, products and tools to help [removed: our] clients operate more [removed: efficiently in a safe environment] [added: efficiently, safely] and [removed: capitalize on their data more than ever before.][added: intelligently.]
[removed: ][added: ]
After the [removed: Separation,] [added: Separation in fiscal year 2024,] 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.
][added: (003).jpg](https://www.sec.gov/Archives/edgar/data/52988/000162828025053316/jec-20250926_g1.jpg)]
Our [added: PlanBeyond® sustainable business approach aligns with our] purpose [removed: is] to create a more connected, sustainable world.
[removed: To enable this, we offer wide-ranging sustainability capabilities, including global, cross-market expertise in] [added: We deliver cross-cutting solutions across seven interconnected capabilities:] decarbonization & greenhouse gas management; adaptation & resilience; sustainable built environments; [added: sustainable business;] social [removed: value & equity;] [added: value;] nature [removed: positive solutions;] [added: positive;] and energy transition.
We also invested in tools and [removed: partnerships] [added: technology] to help our people consider when business travel is essential and make more sustainable choices when it is necessary.
In fiscal 2025, we [removed: will deploy] [added: launched] our [removed: Evolve] [added: *Evolve*] tool, which generates recommendations to [removed: embed] [added: integrate] sustainability [removed: in all Jacobs’] [added: into our] projects to enhance their positive impact and resilience.
[removed: Shaping Tomorrow’s Communities][added: Positively impacting tomorrow’s communities]
[removed: Our employees drive further impact] [added: We also invest in the next generation] through our science, technology, engineering, arts and mathematics (STEAM) education and engagement programs [removed: enabling] [added: promoting] sustainability learning among young [removed: people.][added: people and providing information to inspire future careers in STEAM.]
In fiscal [removed: 2024,] [added: 2025,] we donated over [removed: $3.2] [added: $2.9] million to [removed: 2,600+] [added: 2,300+] charities across [removed: 23] [added: 34] countries.
Our [removed: people] [added: employees] tracked [removed: approximately 18,000] [added: more than 7,000] volunteer hours including nearly [removed: 9,000] [added: 4,000] STEAM volunteer [removed: hours.(1)][added: hours.]
Social [removed: Value and Equity Advisory] [added: value advisory] in our [removed: Client Solutions][added: client solutions]
We [added: also deliver social value strategies and services that] help clients realize social value opportunities through their projects and services by embedding and measuring social, economic and environmental benefit generation [removed: in what they do.][added: into project delivery.]
Our fully owned [removed: subsidiary Simetrica-Jacobs] [added: subsidiary, Simetrica-Jacobs,] specializes in social value, wellbeing research and impact evaluation [removed: – measuring,] [added: — measuring and] quantifying [added: social value] and [removed: monetizing] impacts to help directly inform [removed: both] investment decisions and delivery [removed: models, and ensuring impact is generated where it is needed most.][added: models.]
[removed: The] [added: Amentum, the] surviving entity of the [removed: Transaction] [added: Separation Transaction,] is now an independent public company with common stock listed on the New York Stock Exchange under the symbol [removed: “AMTM” (“Amentum”).][added: “AMTM”.]
- On March 2, 2021, Jacobs completed the strategic investment of a 65% interest in PA Consulting, a [removed: UK-based] [added: U.K.-based] leading innovation and transformation consulting firm.
During fiscal [removed: 2024,] [added: 2025,] the Company repurchased [removed: $402.7] [added: $754.1] million in shares.
During fiscal [removed: 2024,] [added: 2025,] the Company paid dividends of $0.29 per share in the [removed: first,] [added: first quarter and $0.32 per share in the] second, third and fourth quarters.
The services we provided to our [added: end] markets in fiscal [removed: 2024] [added: 2025] fall into the following two operating segments: 1) Infrastructure & Advanced Facilities and 2) our majority investment in PA Consulting.
For additional information regarding our segments, including information about our financial results by segment and financial results by geography, see Note [removed: 20 -] [added: 19-] *Segment Information* of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.
In fiscal [removed: 2024,] [added: 2025,] Jacobs' Infrastructure & Advanced Facilities [removed: line of] business provided end-to-end solutions for our clients’ most complex challenges related to [removed: climate change,] energy [removed: transition, connected mobility,] [added: security, environmental resilience, safe and reliable transportation,] buildings and infrastructure, integrated water management and biopharmaceutical manufacturing.
In doing so, we combine deep experience in the following [removed: end-markets] [added: end markets] - Critical Infrastructure, Water & Environmental and Life Sciences & Advanced Manufacturing.
[removed: ][added: ]
[removed: Our clients include] [added: We serve] national, state and local [removed: governments in] [added: government clients across multiple regions — including] the U.S., Europe, U.K., Middle East, and Asia [removed: Pacific,] [added: Pacific —] and multinational and local private sector [removed: clients throughout the world.][added: organizations globally.]
PA [removed: Consulting] [added: Consulting, the global innovation and transformation consultancy,] accelerates new growth ideas from concept, through design and development and to commercial success, and revitalizes organizations, building leadership, culture, systems and processes to make innovation a reality.
PA Consulting's global team of [removed: approximately] [added: about] 4,000, which includes strategists, innovators, designers, consultants, digital experts, scientists, engineers and technologists work across seven sectors: consumer and manufacturing, defense and security, energy and utilities, financial services, government, health and life sciences, and transport to make a positive impact alongside the clients it supports, bringing ingenuity to life.
Public sector clients include the U.K.'s Ministry of Defence, [added: National Highways, The] Norwegian Labour and Welfare Administration, [removed: and] [added: The] Danish Tax [added: Agency and The Swedish Environmental Protection] Agency.
[removed: Supporting the U.K.’s decarbonization and energy security future, we are] [added: We’re also] delivering technical project management [removed: support to] [added: for] the U.K. Department for Energy Security & Net Zero’s Carbon Capture, Usage and Storage program, [removed: an essential element] [added: a cornerstone] of the U.K.’s [removed: commitment to deliver a] net-zero [removed: economy by 2050.][added: ambitions.]
Additionally, current and non-current assets and liabilities of the Disposal Group [removed: are] [added: were] reflected as held for spin in the Consolidated Balance Sheet as of September 29, 2023.
Prior to the Separation Transaction, Jacobs’ Critical Mission Solutions [removed: 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.
The following table sets forth the percentage of total revenues [added: from continuing operations] earned directly or indirectly from agencies of the U.S. federal government for each of the last three fiscal years:
| [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| [removed: 10%] [added: 8%] | | | | | | [removed: 9%] [added: 10%] | | | | | | [removed: 8%] [added: 9%] | | |
For more information on risks relating to our government contracts, see Item [removed: 1A -] [added: 1A-] *Risk Factors.*
The following table sets forth the percentages of total revenues [added: from continuing operations] represented by these types of contracts for each of the last three fiscal years:
| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
Guided by our values and our brand promise — Challenging today.
Reinventing tomorrow – Jacobs delivers innovative solutions to address the world’s most complex challenges and create lasting value for clients, communities and society.
From addressing water scarcity and aging infrastructure to access to life-saving therapies and cyber resilience, we combine creativity, agility and deep domain expertise to deliver outcomes that matter.
Our integrated approach enables clients to meet urgent needs today while preparing for the opportunities of tomorrow.
Strategic acquisitions, including a 65% stake in PA Consulting Group Limited ("PA Consulting") in fiscal 2021, along with BlackLynx and StreetLight — have strengthened our capabilities in high-value technology-enabled solutions.
Challenge accepted
In February 2025, we launched *Challenge Accepted*, our multi-year growth strategy designed to sharpen our focus and accelerate our performance.
Aligned with our long-term financial framework, this strategy positions us to drive profitable growth and deliver scalable, full lifecycle solutions across water and environmental, life sciences and advanced manufacturing, and critical infrastructure.
As global challenges like urbanization, infrastructure modernization, digital evolution and environmental resilience intensify, our integrated delivery model unites the full breadth of our capabilities — from strategy through execution – across our end markets.
This synergy enables us to deliver rapid, large-scale outcomes that anticipate evolving client needs and advance a more resilient, sustainable future where technology elevates human ingenuity and unlocks new possibilities for collaboration and problem-solving.
Through the expertise of our people and ongoing investment in artificial intelligence (AI) and next-generation digital solutions, we empower our clients' decision-making across the entire asset lifecycle – from capital planning and operations to cybersecurity and operational technology.
Our capabilities in data analytics, digital architecture, advisory and transformation, software development and cybersecurity enable clients to unlock the full value of their data and digital infrastructure to improve performance, resilience and sustainability.
Through our strategic partnership with PA Consulting, we are expanding our high-end advisory services and deploying our collective strengths to help clients adapt, innovate and transform.
Together, we deliver integrated support across the full project lifecycle — from early-stage strategy to implementation — enabling clients to tackle complex challenges, accelerate sustainable growth and shape a smarter, more resilient future.
A streamlined, focused business
Jacobs' Ethics and Code of Conduct, rooted in our values, set clear standards and support to guide decision-making and ensure we conduct our business with integrity.
At Jacobs, sustainability means delivering thoughtful solutions that meet today’s needs while enabling economies,
communities and the environment to thrive in the future.
This approach has strengthened client relationships, aiming to create new opportunities and embed resilience into our global strategy.
Building on this foundation, *PlanBeyond 2025+* focuses on transparency, measurable outcomes and trusted delivery, guiding our path forward with our stakeholders, including our clients, partners and people.
Operating in more than 40 countries, we view sustainability and resilience as key differentiators and drivers of impact.
Demand for solutions that address complex, interconnected challenges continues to grow across infrastructure, energy, advanced manufacturing and health.
By embedding sustainability into our solutions, we help clients’ businesses and assets remain resilient.
Complimentary tools like *Climate Risk Manager*, *Kaleidoscope and Intelligent O&M* assess climate risks, carbon impacts and system vulnerabilities to inform critical project decisions.
Together, these enable systems-level impact for clients and communities worldwide.
We are committed to leading by example in our own operations — advancing a suite of strategic actions to reduce our carbon footprint.
Our current commitment, including sourcing 100% renewable electricity and our net-zero target validated by the Science Based Targets initiative, underscore our progress across our operations and supply chain.
As businesses worldwide experience increasing stakeholder expectations and sustainability regulatory requirements, corporate transparency and accountability remains central.
We report on our sustainability performance and corporate responsibility initiatives in accordance with globally recognized frameworks when required by applicable regulations, or, in the absence of mandated standards, we follow widely accepted market practices.
We work globally with our clients, partners and supply chains to deliver solutions that seek to improve how people live, move and thrive, aiming to foster health and well-being for all occupants, promoting a sustainable and thriving future.
Through Collectively℠, our global giving and volunteering program, we empower employees to support causes aligned to our values, through paid volunteer time, donation matching and grant nomination.
In fiscal 2025, our employees mobilized support for communities, including those impacted by natural disasters, water insecurity and conflict.
For example, in 2025 a team of 10 Jacobs volunteers partnered with non-profit Bridges to Prosperity to build a suspended bridge across Rwanda’s Gatongati River — our 17th bridge build — providing safe, year-round access to education, healthcare, markets and other essential services for more than 8,300 people.
In 2025, Jacobs sponsored the International Science and Engineering Fair — a premier global competition engaging students from more than 300 affiliated science fairs worldwide and advancing the future talent pipeline.
By combining this expertise with our infrastructure delivery, we help clients understand how they can transform local decision-making, shape inclusive investments and create lasting social change.
- On September 27, 2024, Jacobs completed the Separation Transaction, pursuant to which it spun off its CMS and C&I businesses and then subsequently merged those businesses with Amentum Parent Holdings LLC.
For further information regarding separation activities that took place in fiscal 2025, see Note 14- *Discontinued Operations* of the Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.
Private sector clients include global household names like Diageo, Microsoft, Pret A Manger and Unilever, and start-ups like NTx, which is accelerating access to life-changing therapies.
PA's work includes applying data and analytics to improve punctuality of flights at Heathrow Airport, accelerating the energy transition with Invenergy and energyRe, creating new digital platforms for the American College of Emergency Physicians, pioneering medtech with Hubly Surgical, accelerating clinical trials with AI for a global life sciences consortium, and enhancing resiliency in banking with Bankomat.
Collectively, we also deploy the combined strengths of Jacobs' technical expertise in infrastructure, advanced manufacturing and technology with PA Consulting's innovation and transformation expertise to unlock significant opportunities for our clients worldwide.
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.
Whether tackling water scarcity, aging infrastructure, access to life-saving therapies or sophisticated cyberattacks, we take on some of the world’s biggest challenges, bringing a different way of thinking to everything we do.
We channel our creativity, agility and our domain expertise to create value for our clients and society.
This transformation included acquiring a 65% stake in PA Consulting Group Limited ("PA Consulting") in fiscal 2021.
Acquisitions of BlackLynx and StreetLight further positioned us as a leader in high-value critical infrastructure and technology-enabled solutions.
We began trading 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.
Our Focus 2023 Transformation Office drove further innovation, delivering value-creating solutions for our clients and leveraging an integrated digital and technology strategy to improve our efficiency and effectiveness, ultimately freeing up valuable time and resources for reinvestment in our people.
Boldly Moving Forward
In March 2022, Jacobs launched a three-year strategy, building on our success over the preceding three years to take advantage of a new lens crafted from the incredible pace of change in the world and in our markets.
We are focused 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 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.
Our growth accelerators are delivering significant value for our clients, positioning Jacobs for high-margin growth while advancing sustainability and social value in our communities.
Our Climate Response accelerator focuses on the end-to-end solutions we co-create with clients in energy transition, decarbonization, adaptation and resilience, and regenerative and nature-based climate solutions.
Today our clients are facing a rapidly changing world - navigating multifaceted challenges such as the increasing pace of technological change, budget and supply chain limitations, global climate change events and complex geopolitical conditions.
Through our Consulting & Advisory capabilities, we deepen our involvement with our clients to help them conceptualize, shape and realize their future.
We 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.
Our next strategy will build upon the foundation laid by our current strategy and will be outlined at our next Investor Day in 2025.
Jacobs' Ethics and Code of Conduct are rooted in our values and provide the standards and support to help us successfully navigate issues, make the right decisions and conduct our business with the integrity that reflects our heritage and ethical reputation.
We hold our suppliers and business partners to the same standards.
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.
PlanBeyond® integrates sustainability throughout our operations and client solutions — planning beyond today for a more sustainable 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.
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.
Through our client portfolio and our own operations, we focus on creating positive social and economic impacts while protecting the environment and improving resilience.
Climate Response is one of three growth accelerators within our fiscal 2022 to 2024 Company Strategy – aligning positive societal impact with long-term business growth.
One of our key ambitions is to achieve net zero across the value chain by 2040.
Our net-zero target is approved by the Science Based Targets initiative, and our carbon neutrality status is in line with the international standard PAS 2060.
As part of our Carbon Neutrality Commitment, we achieved 100% low-carbon electricity, and we became carbon neutral for our operations and business travel in 2020.
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.
Our digital solutions help our clients with critical project sustainability decisions by assessing climate risks, carbon impacts, and system vulnerabilities.
Businesses worldwide are experiencing an increase in stakeholder expectations, expanding sustainability regulations and reporting requirements, and greater demand for corporate transparency and accountability.
We report our Environmental, Social and Governance (ESG) performance annually, following the Sustainability Accounting Standards Board framework and informed by Global Reporting Initiative standards.
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' interest rate underpinned by two Key Performance Indicators – one linked to Gender Equality and Reduced Inequalities (UN SDG 5 and UN SDG 10) and the other to Climate Action (UN SDG 13).
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.
An excerpt. Shown here: 40 of 91 rewritten, 40 of 83 added and 40 of 117 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2025 filing and the FY2024 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item 3 is included in Note [removed: 19-] [added: 18-] *Contractual Guarantees, Litigation, Investigations and Insurance* of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K and is incorporated herein by reference.
Cover and table of contents
30 rewritten, 6 added, 6 removed, 85 unchanged
For the fiscal year ended September [removed: 27, 2024][added: 26, 2025]
There were [removed: 123,966,838] [added: 118,749,162] shares of common stock outstanding as of November [removed: 13, 2024.][added: 10, 2025.]
The aggregate market value of the Registrant’s common equity held by non-affiliates was approximately [removed: $15.9] [added: $14.4] billion as of March [removed: 29, 2024,] [added: 28, 2025,] 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: 2025] [added: 2026] annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.
Fiscal [removed: 2024] [added: 2025] Annual Report on Form 10-K
| | | | | | | Item 1. | | | | | | [removed: [Business](#ie9f3581af4634d50a215435ecf5613e1_13)] [added: [Business](#i06cba6669ec6441dbba4ca7f35c073a6_13)] | | | | | | Page [removed: [4](#ie9f3581af4634d50a215435ecf5613e1_13)] [added: [4](#i06cba6669ec6441dbba4ca7f35c073a6_13)] | | |
| | | | | | | Item 1A. | | | | | | [Risk [removed: Factors](#ie9f3581af4634d50a215435ecf5613e1_16)] [added: Factors](#i06cba6669ec6441dbba4ca7f35c073a6_16)] | | | | | | Page [removed: [18](#ie9f3581af4634d50a215435ecf5613e1_16)] [added: [16](#i06cba6669ec6441dbba4ca7f35c073a6_16)] | | |
| | | | | | | Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#ie9f3581af4634d50a215435ecf5613e1_19)] [added: Comments](#i06cba6669ec6441dbba4ca7f35c073a6_19)] | | | | | | Page [removed: [45](#ie9f3581af4634d50a215435ecf5613e1_19)] [added: [46](#i06cba6669ec6441dbba4ca7f35c073a6_19)] | | |
| | | | | | | Item 2. | | | | | | [removed: [Properties](#ie9f3581af4634d50a215435ecf5613e1_22)] [added: [Properties](#i06cba6669ec6441dbba4ca7f35c073a6_25)] | | | | | | Page [removed: [46](#ie9f3581af4634d50a215435ecf5613e1_22)] [added: [47](#i06cba6669ec6441dbba4ca7f35c073a6_25)] | | |
| | | | | | | Item 3. | | | | | | [Legal [removed: Proceedings](#ie9f3581af4634d50a215435ecf5613e1_25)] [added: Proceedings](#i06cba6669ec6441dbba4ca7f35c073a6_28)] | | | | | | Page [removed: [47](#ie9f3581af4634d50a215435ecf5613e1_25)] [added: [48](#i06cba6669ec6441dbba4ca7f35c073a6_28)] | | |
| | | | | | | Item 4. | | | | | | [Mine Safety [removed: Disclosure](#ie9f3581af4634d50a215435ecf5613e1_28)] [added: Disclosure](#i06cba6669ec6441dbba4ca7f35c073a6_31)] | | | | | | Page [removed: [47](#ie9f3581af4634d50a215435ecf5613e1_28)] [added: [48](#i06cba6669ec6441dbba4ca7f35c073a6_31)] | | |
| | | | | | | Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ie9f3581af4634d50a215435ecf5613e1_34)] [added: Securities](#i06cba6669ec6441dbba4ca7f35c073a6_37)] | | | | | | Page [removed: [48](#ie9f3581af4634d50a215435ecf5613e1_34)] [added: [49](#i06cba6669ec6441dbba4ca7f35c073a6_37)] | | |
| | | | | | | Item 6. | | | | | | [Selected Financial [removed: Data](#ie9f3581af4634d50a215435ecf5613e1_37)] [added: Data](#i06cba6669ec6441dbba4ca7f35c073a6_40)] | | | | | | Page [removed: [49](#ie9f3581af4634d50a215435ecf5613e1_37)] [added: [50](#i06cba6669ec6441dbba4ca7f35c073a6_40)] | | |
| | | | | | | Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie9f3581af4634d50a215435ecf5613e1_40)] [added: Operations](#i06cba6669ec6441dbba4ca7f35c073a6_43)] | | | | | | Page [removed: [49](#ie9f3581af4634d50a215435ecf5613e1_40)] [added: [50](#i06cba6669ec6441dbba4ca7f35c073a6_43)] | | |
| | | | | | | Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie9f3581af4634d50a215435ecf5613e1_70)] [added: Risk](#i06cba6669ec6441dbba4ca7f35c073a6_73)] | | | | | | Page [removed: [65](#ie9f3581af4634d50a215435ecf5613e1_70)] [added: [69](#i06cba6669ec6441dbba4ca7f35c073a6_73)] | | |
| | | | | | | Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#ie9f3581af4634d50a215435ecf5613e1_73)] [added: Data](#i06cba6669ec6441dbba4ca7f35c073a6_76)] | | | | | | Page [removed: [66](#ie9f3581af4634d50a215435ecf5613e1_73)] [added: [69](#i06cba6669ec6441dbba4ca7f35c073a6_76)] | | |
| | | | | | | Item 9. | | | | | | [Changes in and Disagreements With Accountants On Accounting and Financial [removed: Disclosure](#ie9f3581af4634d50a215435ecf5613e1_76)] [added: Disclosure](#i06cba6669ec6441dbba4ca7f35c073a6_79)] | | | | | | Page [removed: [66](#ie9f3581af4634d50a215435ecf5613e1_76)] [added: [69](#i06cba6669ec6441dbba4ca7f35c073a6_79)] | | |
| | | | | | | Item 9A. | | | | | | [Controls and [removed: Procedures](#ie9f3581af4634d50a215435ecf5613e1_79)] [added: Procedures](#i06cba6669ec6441dbba4ca7f35c073a6_82)] | | | | | | Page [removed: [66](#ie9f3581af4634d50a215435ecf5613e1_79)] [added: [69](#i06cba6669ec6441dbba4ca7f35c073a6_82)] | | |
| | | | | | | Item 9B. | | | | | | [Other [removed: Information](#ie9f3581af4634d50a215435ecf5613e1_82)] [added: Information](#i06cba6669ec6441dbba4ca7f35c073a6_85)] | | | | | | Page [removed: [67](#ie9f3581af4634d50a215435ecf5613e1_82)] [added: [70](#i06cba6669ec6441dbba4ca7f35c073a6_85)] | | |
| | | | | | | Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ie9f3581af4634d50a215435ecf5613e1_2052)] [added: Inspections](#i06cba6669ec6441dbba4ca7f35c073a6_88)] | | | | | | Page [removed: [67](#ie9f3581af4634d50a215435ecf5613e1_82)] [added: [70](#i06cba6669ec6441dbba4ca7f35c073a6_85)] | | |
| [Part [removed: III](#ie9f3581af4634d50a215435ecf5613e1_85)] [added: III](#i06cba6669ec6441dbba4ca7f35c073a6_91)] | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie9f3581af4634d50a215435ecf5613e1_88)] [added: Governance](#i06cba6669ec6441dbba4ca7f35c073a6_94)] | | | | | | Page [removed: [68](#ie9f3581af4634d50a215435ecf5613e1_88)] [added: [72](#i06cba6669ec6441dbba4ca7f35c073a6_94)] | | |
| | | | | | | Item 11. | | | | | | [Executive [removed: Compensation](#ie9f3581af4634d50a215435ecf5613e1_91)] [added: Compensation](#i06cba6669ec6441dbba4ca7f35c073a6_97)] | | | | | | Page [removed: [68](#ie9f3581af4634d50a215435ecf5613e1_91)] [added: [72](#i06cba6669ec6441dbba4ca7f35c073a6_97)] | | |
| | | | | | | Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie9f3581af4634d50a215435ecf5613e1_94)] [added: Matters](#i06cba6669ec6441dbba4ca7f35c073a6_100)] | | | | | | Page [removed: [68](#ie9f3581af4634d50a215435ecf5613e1_94)] [added: [72](#i06cba6669ec6441dbba4ca7f35c073a6_100)] | | |
| | | | | | | Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie9f3581af4634d50a215435ecf5613e1_97)] [added: Independence](#i06cba6669ec6441dbba4ca7f35c073a6_103)] | | | | | | Page [removed: [68](#ie9f3581af4634d50a215435ecf5613e1_97)] [added: [72](#i06cba6669ec6441dbba4ca7f35c073a6_103)] | | |
| | | | | | | Item 14. | | | | | | [Principal Accounting Fees and [removed: Services](#ie9f3581af4634d50a215435ecf5613e1_100)] [added: Services](#i06cba6669ec6441dbba4ca7f35c073a6_106)] | | | | | | Page [removed: [68](#ie9f3581af4634d50a215435ecf5613e1_100)] [added: [72](#i06cba6669ec6441dbba4ca7f35c073a6_106)] | | |
| | | | | | | Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#ie9f3581af4634d50a215435ecf5613e1_106)] [added: Schedules](#i06cba6669ec6441dbba4ca7f35c073a6_112)] | | | | | | Page [removed: [70](#ie9f3581af4634d50a215435ecf5613e1_106)] [added: [74](#i06cba6669ec6441dbba4ca7f35c073a6_112)] | | |
- our ability to fully execute on our corporate strategy, including [removed: (i) uncertainties as to] the impact of [removed: 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 [removed: personnel ,] [added: personnel,] and [removed: (iii)] our ability to invest in the tools needed to implement our strategy;
- legislative changes, including potential changes to the amounts provided for, under the Infrastructure Investment and Jobs Act, as well as other legislation [added: and executive orders] related to governmental spending, [added: including any directive to federal agencies to reduce federal spending or the size of the federal workforce,] and changes in U.S. or foreign tax laws, [added: including the OBBBA,] statutes, rules, regulations or ordinances, including the impact of, and changes to, tariffs [added: and retaliatory tariffs] or trade policies that may adversely impact our future financial position or results of operations;
For a description of these and additional factors that may occur that could cause actual results [added: to differ from our forward-looking statements, see Item 1A- *Risk Factors* below.]
| [Part I](#i06cba6669ec6441dbba4ca7f35c073a6_10) | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Item 1C. | | | | | | [Cybersecurity](#i06cba6669ec6441dbba4ca7f35c073a6_22) | | | | | | Page [46](#i06cba6669ec6441dbba4ca7f35c073a6_19) | | |
| [Part II](#i06cba6669ec6441dbba4ca7f35c073a6_34) | | | | | | | | | | | | | | | | | | | | |
| [Part IV](#i06cba6669ec6441dbba4ca7f35c073a6_109) | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | [Signatures](#i06cba6669ec6441dbba4ca7f35c073a6_115) | | | | | | Page [78](#i06cba6669ec6441dbba4ca7f35c073a6_115) | | |
For further information regarding separation activities that took place in fiscal 2025, see Note 14- *Discontinued Operations* of the Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.
| [Part I](#ie9f3581af4634d50a215435ecf5613e1_10) | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Item 1C. | | | | | | [C](#ie9f3581af4634d50a215435ecf5613e1_2042)[ybersecurity](#ie9f3581af4634d50a215435ecf5613e1_2042) | | | | | | Page [45](#ie9f3581af4634d50a215435ecf5613e1_19) | | |
| [Part II](#ie9f3581af4634d50a215435ecf5613e1_31) | | | | | | | | | | | | | | | | | | | | |
| [Part IV](#ie9f3581af4634d50a215435ecf5613e1_103) | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | [Signatures](#ie9f3581af4634d50a215435ecf5613e1_109) | | | | | | Page [75](#ie9f3581af4634d50a215435ecf5613e1_109) | | |
to differ from our forward-looking statements, see Item 1A—*Risk Factors* below.
Item 1C. CYBERSECURITY
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Our Cybersecurity Organization develops, implements, and maintains this program, which is [removed: documented in] [added: governed by] 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 [removed: to] [added: with] the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”) and the International Organization [added: for] Standardization (“ISO”) 27001 Information Security Management System Requirements.
We employ systematic processes to manage cybersecurity risks, including through cybersecurity audits, [added: network] interconnectivity [removed: with business networks,] [added: reviews,] system access controls and monitoring, and data [removed: back-up] [added: backup] and recovery.
Our controls undergo regular review and updates based on threat intelligence, ensuring adaptability to [removed: merging] [added: emerging] threats.
To ensure organization-wide security awareness, cybersecurity training is mandatory and [removed: issued] [added: provided] to all employees annually.
Cybersecurity awareness is also included across other training programs, including our annual [removed: Code of Conduct] [added: "Living our Values" training modules] and [added: our] privacy training programs.
Third-party risk management is a critical component of our [removed: security] [added: cybersecurity] strategy.
We maintain oversight of service providers through [removed: a] proactive [removed: monitoring approach,] [added: monitoring,] leveraging a cybersecurity questionnaire and security and privacy [added: addenda to our contracts where applicable.]
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We evaluate third party providers [removed: for maintenance of] [added: to ensure they maintain] effective security management programs, compliance with information handling and asset management protocols, and [removed: require] [added: provide] prompt notification of [added: any] known or suspected [removed: cyber] [added: cybersecurity] incidents.
To validate our security posture, we engage independent external [removed: parties] [added: firms] to conduct regular penetration [removed: testing and] [added: testing,] security audits, and [removed: to provide] cybersecurity [removed: consulting services.][added: consulting.]
We maintain [removed: ISO] [added: ISO/IEC] 27001 certification for our global enterprise.
Additionally, our IT General Controls [removed: (ITGC)] [added: (ITGCs)] undergo annual testing through Sarbanes-Oxley [added: (SOX)] audits, which examine security controls relating to system changes, access management, system configurations, and data backup processes.
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 [removed: ESG] [added: Sustainability] and Risk Committee.
These [removed: presentations] [added: updates] 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.
As part of our cybersecurity governance, we also [removed: utilize] [added: maintain] a Cybersecurity Steering Committee [added: chaired by our CISO and] comprised of executive management, operational leaders, and cross-functional teams.
Generally, this committee meets quarterly, or more frequently as [removed: appropriate,] [added: needed,] 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 [removed: (CIO).][added: ("CIO").]
Our CISO [removed: is informed about and monitors] [added: oversees] prevention, detection, mitigation, and remediation efforts through regular communication and reporting from [removed: professionals in the] information security [removed: team,] [added: professionals,] many of whom have decades of experience and hold certifications such as a Certified Information Systems Security Professional [added: (CISSP)] or Certified Information Security [removed: Manager, and through the use of technological tools and software and engagement with external consultants.][added: Manager (CISM).]
Our CISO has extensive experience assessing and managing cybersecurity programs and cybersecurity risk and holds the following [removed: certifications:] [added: credentials:] Certified Information Systems Security Professional (CISSP), a Certified Ethical Hacker (CEH), [removed: am] FINRA Licensed (with a Series 99), and an Oracle Cloud Certified Professional (OCP).
Our CISO and CIO regularly [removed: report directly] [added: provide reports] to the Board, the Audit Committee and the [removed: ESG] [added: Sustainability] and Risk Committee on our cybersecurity [removed: program] [added: posture, key initiatives] and [added: ongoing] efforts to prevent, detect, mitigate, and remediate [added: cyber] incidents.
While we have not experienced a material impact on our business strategy, results of operations and/or financial condition [removed: resulting] from cybersecurity threats or [removed: previous cybersecurity] [added: prior] incidents, such events have the potential to have a material adverse effect on [removed: our business strategy, results] [added: such aspects] of [removed: operations and financial condition, including by damaging or interrupting access to] our [removed: information systems or networks, compromising confidential or otherwise protected information, destroying or corrupting data, or otherwise disrupting our operations.][added: business.]
[removed: We continuously monitor our networks for unauthorized access attempts and maintain defensive measures; however,] [added: However,] the [removed: dynamic] [added: evolving and sophisticated] nature of cyber threats means we cannot guarantee prevention of all potential [removed: future] incidents that could materially impact our business operations, financial condition, or strategic objectives.
[removed: Even] [added: In addition, even] if we [removed: successfully] [added: effectively] defend our own [removed: digital technologies and services,] [added: systems,] we [removed: also] rely on [added: third-party] providers of [removed: third-party] products, [removed: services,] [added: services] and networks, with whom we [removed: may] share data and services, and who may [added: themselves] be unable to [removed: effectively defend their digital technologies and services against attack.][added: prevent or mitigate cyberattacks.]
We also maintain a Cybersecurity Maturity Model Certification (CMMC) L2 certification for our U.S. Federal operations, and Cyber Essentials (CE) Plus certification for our U.K. operations.
The Board is assisted by the Audit Committee,,as it pertains to cybersecurity threats to the integrity of the Company's financial systems and compliance with cybersecurity related disclosures, and the Sustainability and Risk Committee, as it pertains to cybersecurity as a part of the Company's enterprise risk, which oversee our cybersecurity risk exposures, review management’s mitigation efforts, and report their findings to the Board.
The Board and its committees regularly engage in discussions with senior executives regarding cybersecurity and information security risks.
These efforts are supported by advanced technological tools, specialized software and engagement with external consultants.
In the event of a cybersecurity incident, we follow established incident response procedures, which includes protocols for timely notification to senior management as well as the Board of Directors, with ongoing updates provided until the issue is remediated, as appropriate.
Realization of these risks could damage or disrupt access to our information systems or networks, compromise confidential or protected information, destroy or corrupt data or otherwise interfere with our operations.
We continuously monitor our networks for unauthorized access attempts and maintain a range of defensive measures.
addenda to our contracts where applicable.
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.
The Board, the Audit Committee and the ESG and Risk Committee regularly discuss cybersecurity and information security risks with our senior executives.
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.
Item 2. PROPERTIES
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Our properties consist primarily of office space within general, commercial office buildings located in major cities primarily in the following countries: United States; [added: United Kingdom;] Australia; [removed: Canada;] India; [removed: Poland; United Arab Emirates] [added: Canada; Poland] and United [removed: Kingdom.][added: Arab Emirates.]
Such space is used for operations (providing [removed: technical, professional, and other home office services), sales and administration.]
The total amount of space leased by us for all of our operations is approximately [removed: 5.2] [added: 5.3] million square feet.
Page [removed: 46][added: 47]
technical and professional services), sales and administration.
Item 4. MINE SAFETY DISCLOSURE
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Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
9 rewritten, 8 added, 9 removed, 23 unchanged
According to the records of our transfer agent, there were [removed: 2,264] [added: 2,097] shareholders of record as of November [removed: 13, 2024.][added: 10, 2025.]
On January [removed: 16, 2020,] [added: 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 [removed: stock] [added: stock, which would expire on January 25, 2026] (the [removed: "2020] [added: "2023] Repurchase Authorization").
On January [removed: 25, 2023,] [added: 30, 2025,] the Company's Board of Directors authorized an incremental share repurchase program of up to [removed: $1.0] [added: $1.5] billion of the Company's common stock, to expire on January [removed: 25, 2026] [added: 30, 2028] (the [removed: "2023] [added: "2025] Repurchase Authorization").
At September [removed: 27, 2024,] [added: 26, 2025,] the Company had [removed: $472.2 million] [added: $1.22 billion] remaining under the [removed: 2023] [added: 2025] Repurchase [removed: Authorization.][added: Authorization]
| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Per Share (1) | | | | | | Total Number of Shares Purchased under the [removed: 2023] [added: 2025] Repurchase Authorization | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the [removed: 2023] [added: 2025] Repurchase Authorization | | |
Page [removed: 48][added: 49]
The following graph and table show the changes over the five-year period ended September [removed: 27, 20241] [added: 26, 2025] in the value of $100 as of the close of market on [removed: September 27, 2019] [added: October 2, 2020] in (1) the common stock of Jacobs Solutions Inc., (2) the Standard & Poor’s 500 Stock Index and (3) the Standard & Poor's 1500 IT Consulting & Other Services Index.
[removed: ][added: ]
| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |
By the end of the second fiscal quarter of 2025, the Company had repurchased the full amount of common stock authorized under the 2023 Repurchase Authorization.
An aggregate summary of repurchases of the Company’s common stock made during the fourth quarter of fiscal 2025:
| June 28, 2025 - July 25, 2025 | | | | | | 193,115 | | | | | | $136.04 | | | | | | 193,115 | | | | | | $1,292,895,183 | | |
| July 26, 2025 - August 22, 2025 | | | | | | 219,595 | | | | | | $145.93 | | | | | | 219,595 | | | | | | $1,260,850,768 | | |
| August 23, 2025 - September 26, 2025 | | | | | | 283,819 | | | | | | $149.97 | | | | | | 283,819 | | | | | | $1,218,285,330 | | |
| Jacobs Solutions Inc. | | | 100.00 | | | | | | 144.06 | | | | | | 119.23 | | | | | | 151.21 | | | | | | 176.75 | | | | | | 206.34 | | |
| S&P 500 | | | 100.00 | | | | | | 130.01 | | | | | | 109.89 | | | | | | 133.65 | | | | | | 182.23 | | | | | | 214.30 | | |
| S&P 1500 IT Consulting & Other Services | | | 100.00 | | | | | | 135.56 | | | | | | 110.48 | | | | | | 131.00 | | | | | | 172.95 | | | | | | 163.37 | | |
The 2020 Repurchase Authorization expired on January 15, 2023.
The following table summarizes repurchase activity under the 2023 Repurchase Authorization during the fourth quarter of fiscal 2024:
| 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 | | |
| 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.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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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: 27, 2024,] [added: 26, 2025,] 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: 27, 2024,] [added: 26, 2025,] as stated in their report included in this Annual Report on Form 10-K.
Page [removed: 66][added: 69]
There were no changes in the Company’s internal control over financial reporting during the Company’s fiscal quarter ended September [removed: 27, 2024] [added: 26, 2025] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. OTHER INFORMATION
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During the fiscal quarter ended September [removed: 27, 2024,] [added: 26, 2025,] 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 70
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
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Page [removed: 68][added: 72]
Page [removed: 69][added: 73]
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
713 rewritten, 280 added, 318 removed, 1,224 unchanged
(1)The Company’s Consolidated Financial Statements at September [removed: 27, 2024] [added: 26, 2025] and September [removed: 29, 2023] [added: 27, 2024] and for each of the three years in the period ended September [removed: 27, 2024,] [added: 26, 2025,] 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 | | | | | | [Amended and Restated Stock and Asset Purchase Agreement, dated as of April 26, 2019, by and between Jacobs Engineering Group Inc. and WorleyParsons Limited. Filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K on April 29, 2019 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000114036119007768/nc10001302x1_ex2-1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000114036119007768/nc10001302x1_ex2-1.htm)] | | |
| 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 [removed: reference.](http://www.sec.gov/Archives/edgar/data/0000052988/000119312520304970/d650604dex21.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000052988/000119312520304970/d650604dex21.htm)] | | |
| 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 [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312520304970/d650604dex22.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312520304970/d650604dex22.htm)] | | |
| [removed: 2.5†] [added: 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 [removed: LP.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit25-amendmenttomerge.htm)] [added: LP.](https://www.sec.gov/Archives/edgar/data/52988/000162828025053316/exhibit25-amendmenttomerge.htm)] | | |
| 3.1 | | | | | | [removed: [Composite Amended and Restated] [added: [Restated] Certificate of Incorporation of Jacobs Solutions Inc. Filed as Exhibit [removed: 3.1 to] [added: 3.](https://www.sec.gov/Archives/edgar/data/52988/000005298825000011/exhibit32restatedcertifica.htm)[2](https://www.sec.gov/Archives/edgar/data/52988/000005298825000011/exhibit32restatedcertifica.htm) [to] the [removed: Registrant’s Quarterly Report] [added: Registrant’s](https://www.sec.gov/Archives/edgar/data/52988/000005298825000011/exhibit32restatedcertifica.htm) [Current](https://www.sec.gov/Archives/edgar/data/52988/000005298825000011/exhibit32restatedcertifica.htm) [Report] on [removed: Form 10-Q for the first quarter of fiscal 2024 and] [added: Form](https://www.sec.gov/Archives/edgar/data/52988/000005298825000011/exhibit32restatedcertifica.htm) [8-K](https://www.sec.gov/Archives/edgar/data/52988/000005298825000011/exhibit32restatedcertifica.htm) [](https://www.sec.gov/Archives/edgar/data/52988/000005298825000011/exhibit32restatedcertifica.htm)[on February 3, 2025](https://www.sec.gov/Archives/edgar/data/52988/000005298825000011/exhibit32restatedcertifica.htm) [and] incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit31-jsicompositearce.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298825000011/exhibit32restatedcertifica.htm)] | | |
| 3.2 | | | | | | [Amended and Restated Bylaws of Jacobs Solutions Inc., dated as of [removed: July 6, 2023.] [added: July](https://www.sec.gov/Archives/edgar/data/52988/000005298825000051/exhibit32-jacobsarbylawsju.htm) [31](https://www.sec.gov/Archives/edgar/data/52988/000005298825000051/exhibit32-jacobsarbylawsju.htm)[, 202](https://www.sec.gov/Archives/edgar/data/52988/000005298825000051/exhibit32-jacobsarbylawsju.htm)[5](https://www.sec.gov/Archives/edgar/data/52988/000005298825000051/exhibit32-jacobsarbylawsju.htm)[.] Filed as Exhibit [removed: 3.1 to] [added: 3.](https://www.sec.gov/Archives/edgar/data/52988/000005298825000051/exhibit32-jacobsarbylawsju.htm)[2](https://www.sec.gov/Archives/edgar/data/52988/000005298825000051/exhibit32-jacobsarbylawsju.htm) [to] the [removed: Registrant’s Current Report on Form 8-K/A] [added: Registrant’s](https://www.sec.gov/Archives/edgar/data/52988/000005298825000051/exhibit32-jacobsarbylawsju.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/52988/000005298825000051/exhibit32-jacobsarbylawsju.htm) [Report] on [removed: July 11, 2023 and] [added: Form](https://www.sec.gov/Archives/edgar/data/52988/000005298825000051/exhibit32-jacobsarbylawsju.htm) [10-Q](https://www.sec.gov/Archives/edgar/data/52988/000005298825000051/exhibit32-jacobsarbylawsju.htm) [](https://www.sec.gov/Archives/edgar/data/52988/000005298825000051/exhibit32-jacobsarbylawsju.htm)[for the th](https://www.sec.gov/Archives/edgar/data/52988/000005298825000051/exhibit32-jacobsarbylawsju.htm)[ird quarter of fiscal 2025](https://www.sec.gov/Archives/edgar/data/52988/000005298825000051/exhibit32-jacobsarbylawsju.htm) [and] incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000042/exhibit31-jsiarbylaws7623.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298825000051/exhibit32-jacobsarbylawsju.htm)] | | |
| [removed: 3.3] [added: 10.13#] | | | | | | [removed: [First Amendment to Amended and Restated Bylaws of Jacobs] [added: [Jacobs] Solutions Inc. [removed: (as of September 13, 2024).] [added: 2023 Stock Incentive Plan, as amended and restated, effective January 24, 2023.] Filed as Exhibit [removed: 3.1] [added: 10.1] to the [removed: Registrant's] [added: Registrant’s] Current Report on Form 8-K on [removed: September 16, 2024] [added: January 27, 2023] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312524219294/d876828dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523017253/d370658dex101.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.](https://www.sec.gov/Archives/edgar/data/52988/000119312523041184/d418190dex41.htm) [Filed] [added: Trustee. Filed] as Exhibit 4.1 to the Registrant's Current Report on Form 8-K on February 16, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523041184/d418190dex41.htm) | | |
Page [removed: 70][added: 76]
| 4.4 | | | | | | [Second Supplemental Indenture, dated as of August 18, 2023, among Jacobs Solutions Inc., Jacobs Engineering Group Inc. and the U.S. Bank Trust Company, National Association, [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.] [added: as Trustee.] Filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K on August 18, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523216043/d534528dex42.htm) | | |
| 4.6 | | | | | | [Description of the Registrant’s [removed: Securities.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit41-xq4fy2022xdescri.htm) [Filed] [added: Securities. 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) | | |
| 10.2 | | | | | | [First Amendment to Third Amended and Restated Credit Agreement, dated as of December 20, 2023, by and among Jacobs Solutions Inc., Jacobs Engineering Group Inc., certain of its subsidiaries party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent to the Third Amended and Restated Credit Agreement, dated as of February 6, 2023, by and among Jacobs Solutions Inc., Jacobs Engineering Group Inc., certain of its subsidiaries party thereto, the lenders party thereto and Bank of America, N.A., as administrative [removed: agent.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit101-firstamendmentt.htm) [Filed] [added: agent. Filed] as Exhibit 10.1 to the [removed: 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] [added: Registrant's Quarterly Report] on [removed: 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] [added: Form 10-Q for] the first quarter of fiscal [removed: 2024](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit101-firstamendmentt.htm) [and] [added: 2024 and] incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit101-firstamendmentt.htm) | | |
| 10.3 | | | | | | [removed: [Amended and Restated Term] [added: [Term] Loan Agreement, dated as [removed: of February 6, 2023,] [added: of](https://www.sec.gov/Archives/edgar/data/52988/000119312525065626/d920301dex101.htm) [March 27, 2025](https://www.sec.gov/Archives/edgar/data/52988/000119312525065626/d920301dex101.htm)[,] among Jacobs Solutions Inc., Jacobs Engineering Group Inc., the lenders party thereto, and Bank of America, N.A., as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/52988/000119312523027095/d452879dex102.htm)[.] [added: agent.] Filed as Exhibit [removed: 10.2 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/52988/000119312525065626/d920301dex101.htm)[1](https://www.sec.gov/Archives/edgar/data/52988/000119312525065626/d920301dex101.htm) [to] the Registrant’s Current Report on Form 8-K [removed: on February 7, 2023 and] [added: on](https://www.sec.gov/Archives/edgar/data/52988/000119312525065626/d920301dex101.htm) [](https://www.sec.gov/Archives/edgar/data/52988/000119312525065626/d920301dex101.htm)[March 27, 2025](https://www.sec.gov/Archives/edgar/data/52988/000119312525065626/d920301dex101.htm) [and] incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523027095/d452879dex102.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312525065626/d920301dex101.htm)] | | |
| [removed: 10.5] [added: 10.6#] | | | | | | [removed: [Second Amendment to Amended and Restated Term Loan Agreement, dated as] [added: [Form] of [removed: April 10, 2024, among] [added: Indemnification Agreement entered into between] Jacobs Solutions [removed: Inc., Jacobs Engineering Group Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent, to the Amended] [added: Inc.] and [removed: Restated Term Loan Agreement, dated as] [added: certain] of [removed: February 6, 2023, among Jacobs Solutions Inc., Jacobs Engineering Group Inc., the lenders party thereto,] [added: its officers] and [removed: Bank of America, N.A., as administrative agent.] [added: directors.] Filed as Exhibit 10.1 to the [removed: Registrant’s] [added: Registrant's] Quarterly Report on Form 10-Q for the [removed: third] [added: second] quarter of fiscal [removed: 2024] [added: 2023] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000053/exhibit101secondamendmentt.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm)] | | |
| [removed: 10.6#] [added: 10.5#] | | | | | | [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.](https://www.sec.gov/Archives/edgar/data/52988/000119312516738720/d272332dex101.htm)] | | |
| [removed: 10.7#] [added: 10.4#] | | | | | | [Offer [removed: Letter] [added: letter] by and between Jacobs Engineering Group Inc. and [removed: Kevin C. Berryman, effective November 12, 2014.] [added: Robert V. Pragada, dated January 28, 2016.] Filed as Exhibit [removed: 99.1 to Amendment No. 1] [added: 10.61] to the Registrant’s [removed: Current] [added: fiscal 2016 Annual] Report on Form [removed: 8-K/A on November 17, 2014] [added: 10-K] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000166/exhibit991offerletter-kevi.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000156459016029571/jec-ex1061_413.htm)] | | |
| [removed: 10.8#] [added: 10.5#] | | | | | | [Offer letter by and between Jacobs Engineering Group Inc. and [removed: Robert V. Pragada,] [added: Venkatesh Nathamuni] dated [removed: January 28, 2016.] [added: May 12, 2024.] Filed as Exhibit [removed: 10.61] [added: 10.3] to the Registrant’s [removed: fiscal 2016 Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q for the first quarter of fiscal 2025] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459016029571/jec-ex1061_413.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298825000016/exhibit103-offerletterxven.htm)] | | |
| [removed: 10.10#] [added: 10.4#] | | | | | | [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: 10.11#] [added: 10.9#] | | | | | | [removed: [Form of Indemnification Agreement entered into between Jacobs Solutions Inc. and certain of its officers and directors.] [added: [Jacobs Executive Deferral Plan, effective January 1, 2023.] Filed as Exhibit [removed: 10.1] [added: 10.2] to the [removed: Registrant's] [added: Registrant’s] Quarterly Report on Form 10-Q for the second quarter of fiscal 2023 and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit101-xformofindemnif.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm)] | | |
| [removed: 10.12#] [added: 10.7#] | | | | | | [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) | | |
Page [removed: 71][added: 77]
| [removed: 10.13#] [added: 10.8#] | | | | | | [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: 10.14#] [added: 10.10#] | | | | | | [removed: [Jacobs] [added: [First Amendment to the Jacobs] Executive Deferral Plan, effective [removed: January 1, 2023. Filed] [added: 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)[Filed] as Exhibit [removed: 10.2 to] [added: 1](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit1015-executivedefer.htm)[0.15](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit1015-executivedefer.htm) [to] the Registrant’s [removed: Quarterly] [added: fiscal 202](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit1015-executivedefer.htm)[4](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit1015-executivedefer.htm) [Annual] Report on Form [removed: 10-Q for the second quarter of fiscal 2023] [added: 10-K] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit102-jsiexecutivedef.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit1015-executivedefer.htm)] | | |
| [removed: 10.16#†] [added: 10.11#] | | | | | | [Second Amendment to the Jacobs Executive Deferral Plan, effective September 13, 2024.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit1016-executivedefer.htm) [added: [](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit1016-executivedefer.htm)[Filed as Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit1016-executivedefer.htm)[6](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit1016-executivedefer.htm) [to the Registrant’s fiscal 202](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit1016-executivedefer.htm)[4](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit1016-executivedefer.htm) [Annual Report on Form 10-K and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000065/exhibit1016-executivedefer.htm)] | | |
| [removed: 10.17#] [added: 10.12#] | | | | | | [Jacobs Solutions Inc. Directors Deferral Plan, as amended and restated effective August 29, 2022. Filed as Exhibit 10.22 to the Registrant’s fiscal 2022 Annual Report on Form 10-K and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000111/exhibit1022q4fy2022-direct.htm) | | |
| [removed: 10.18#] [added: 10.15#] | | | | | | [Jacobs Solutions [removed: Inc.](https://www.sec.gov/Archives/edgar/data/52988/000119312523017253/d370658dex101.htm) [2023] [added: Inc. 1999 Outside Director] Stock [removed: Incentive] Plan, as amended and [removed: restated,] [added: restated] effective [removed: January 24, 2023.] [added: August 29, 2022.] Filed as Exhibit [removed: 10.1] [added: 4.1] to the Registrant’s [removed: Current Report on] [added: Post Effective Amendment No. 1 to] Form [removed: 8-K] [added: S-8] on [removed: January 27, 2023] [added: August 29, 2022] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312523017253/d370658dex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex41.htm)] | | |
| [removed: 10.19#] [added: 10.14#] | | | | | | [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: 10.20#] [added: 97] | | | | | | [Jacobs Solutions Inc. [removed: 1999 Outside Director Stock Plan, as amended and restated effective August 29, 2022.] [added: Executive Clawback Policy.] Filed as Exhibit [removed: 4.1] [added: 97] to the [removed: Registrant’s Post Effective Amendment No. 1 to Form S-8] [added: Registrant's fiscal 2023 Annual Report] on [removed: August 29, 2022] [added: Form 10-K] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000119312522232774/d381713dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000084/exhibit97clawbackpolicy.htm)] | | |
| [removed: 10.21#] [added: 10.33#] | | | | | | [removed: [Jacobs Solutions Inc. Executive Severance Plan, as amended and restated effective January 24, 2024.] [added: [Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share (ELT)) (awarded pursuant to Jacobs’ Stock Incentive Plan).] Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the [removed: second] [added: first] quarter of fiscal [removed: 2024] [added: 2025] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000032/exhibit101-jsixexecutivese.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298825000016/exhibit101-grantagreementx.htm)] | | |
| [removed: 10.22#] [added: 10.17#] | | | | | | [Form of Stock Option Award Agreement (awarded pursuant to the 1999 Outside Directors Stock Plan). Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2016 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex102_354.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex102_354.htm)] | | |
| [removed: 10.23#] [added: 10.18#] | | | | | | [Form of Restricted Stock Unit Award Agreement (awarded pursuant to the1999 Outside Directors Stock Plan). Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2016 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex101_355.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000156459016017848/jec-ex101_355.htm)] | | |
| [removed: 10.24#] [added: 10.19#] | | | | | | [Form of Restricted Stock Unit Agreement (awarded pursuant to the 1999 Outside [removed: Director] [added: Directors] Stock Plan). Filed as Exhibit [removed: 10.7] [added: 10.3] to the [removed: Registrant's] [added: Registrant’s] Quarterly Report on Form 10-Q for the [removed: first] [added: second] quarter of fiscal [removed: 2018] [added: 2023] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex107_112.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit103-formofboardrsua.htm)] | | |
| [removed: 10.25#] [added: 10.26#] | | | | | | [Form of Restricted Stock Unit Agreement [added: (Time-Based Vesting)] (awarded pursuant to [removed: the 1999 Outside Directors] [added: Jacobs'] Stock [added: Incentive] Plan). Filed as Exhibit 10.3 to the [removed: Registrant’s] [added: Registrants] Quarterly Report on Form 10-Q for the [removed: second] [added: first] quarter of fiscal 2023 and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000024/exhibit103-formofboardrsua.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000012/exhibit103-rsuagreementtim.htm)] | | |
| [removed: 10.26#] [added: 10.30#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares [removed: -] [added: –] Earnings Per [removed: Share Growth - 2018 Award)] [added: Share)] (awarded pursuant to Jacobs' Stock Incentive Plan). Filed as Exhibit [removed: 10.4] [added: 10.7] to the [removed: Registrant's] [added: Registrant’s] Quarterly Report on Form 10-Q for the first quarter of fiscal [removed: 2018] [added: 2024] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex104_115.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit107-formofgrantagre.htm)] | | |
| [removed: 10.27#] [added: 10.32#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares [removed: - ROIC - 2018 Award)] [added: – ROIC)] (awarded pursuant to Jacobs' Stock Incentive Plan). Filed as Exhibit [removed: 10.5] [added: 10.9] to the [removed: Registrant's] [added: Registrant’s] Quarterly Report on Form 10-Q for the first quarter of fiscal [removed: 2018] [added: 2024] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex105_114.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit109-formofgrantagre.htm)] | | |
| [removed: 10.28#] [added: 10.21#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares [removed: -] [added: –] Earnings Per Share [removed: Growth - 2019 Award)] [added: Growth)] (awarded pursuant to Jacobs' [added: 1999] Stock Incentive Plan). Filed as Exhibit [removed: 10.3] [added: 10.1] to the [removed: Registrant's] [added: Registrants] Quarterly Report on Form 10-Q for the first quarter of fiscal [removed: 2018 filed February 6, 2019] [added: 2022] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit103psuawardeps2019.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit101formofrsugrantag.htm)] | | |
| [removed: 10.29#] [added: 10.31#] | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares [removed: -] [added: –] ROIC [removed: - 2019 Award)] [added: (ELT))] (awarded pursuant to Jacobs' Stock Incentive Plan). Filed as Exhibit [removed: 10.4] [added: 10.8] to the [removed: Registrant's] [added: Registrant’s] Quarterly Report on Form 10-Q for the first quarter of fiscal [removed: 2018 filed February 6, 2019] [added: 2024] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit104psuawardroic2019.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit108-formofgrantagre.htm)] | | |
Page [removed: 72][added: 78]
| [removed: 10.30#] [added: 10.20#] | | | | | | [Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant to Jacobs' Stock Incentive Plan). Filed as Exhibit [removed: 10.6] [added: 10.4] to the [removed: Registrant's] [added: Registrant’s] Quarterly Report on Form 10-Q for the first quarter of fiscal [removed: 2018] [added: 2021] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex106_113.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298821000016/exhibit104q1fy2021.htm)] | | |
| 10.16#† | | | | | | [Jacobs Solutions Inc. Executive Severance Plan, as amended and restated effective January 2](https://www.sec.gov/Archives/edgar/data/52988/000162828025053316/exhibit1016-jacobsexecutiv.htm)[9](https://www.sec.gov/Archives/edgar/data/52988/000162828025053316/exhibit1016-jacobsexecutiv.htm)[, 202](https://www.sec.gov/Archives/edgar/data/52988/000162828025053316/exhibit1016-jacobsexecutiv.htm)[5](https://www.sec.gov/Archives/edgar/data/52988/000162828025053316/exhibit1016-jacobsexecutiv.htm)[.](https://www.sec.gov/Archives/edgar/data/52988/000162828025053316/exhibit1016-jacobsexecutiv.htm) | | |
September 26, 2025
September 26, 2025
| [Consolidated Statements of Earnings for the Fiscal Years Ended September 2](#i06cba6669ec6441dbba4ca7f35c073a6_127)[6](#i06cba6669ec6441dbba4ca7f35c073a6_127)[, 202](#i06cba6669ec6441dbba4ca7f35c073a6_127)[5](#i06cba6669ec6441dbba4ca7f35c073a6_127)[, September 2](#i06cba6669ec6441dbba4ca7f35c073a6_127)[7](#i06cba6669ec6441dbba4ca7f35c073a6_127)[, 202](#i06cba6669ec6441dbba4ca7f35c073a6_127)[4](#i06cba6669ec6441dbba4ca7f35c073a6_127)[, and September](#i06cba6669ec6441dbba4ca7f35c073a6_127) [29](#i06cba6669ec6441dbba4ca7f35c073a6_127)[, 20](#i06cba6669ec6441dbba4ca7f35c073a6_127)[23](#i06cba6669ec6441dbba4ca7f35c073a6_127) | | | | | | [F-4](#i06cba6669ec6441dbba4ca7f35c073a6_127) | | |
| | | | $ | 11,252,535 | | | | | $ | 11,759,005 | |
| Total other noncurrent liabilities | | | 3,235,037 | | | | | | 2,291,779 | | |
| Commitments and Contingencies | | | | | | | | | | | |
| | | | $ | 11,252,535 | | | | | $ | 11,759,005 | |
| Loss on extinguishment of debt | | | (20,510) | | | | | | — | | | | | | — | | |
| Net Earnings Attributable to Redeemable Noncontrolling Interests | | | (11,177) | | | | | | (14,999) | | | | | | (21,614) | | |
| Net earnings | | | — | | | | | | — | | | | | | 289,336 | | | | | | — | | | | | | 289,336 | | | | | | 3,443 | | | | | | 292,779 | | |
| Dividends | | | — | | | | | | — | | | | | | (117,977) | | | | | | — | | | | | | (117,977) | | | | | | — | | | | | | (117,977) | | |
| Dividend in kind | | | — | | | | | | — | | | | | | (159,266) | | | | | | — | | | | | | (159,266) | | | | | | — | | | | | | (159,266) | | |
| Distribution adjustments relating to SpinCo Business | | | — | | | | | | — | | | | | | (27,672) | | | | | | — | | | | | | (27,672) | | | | | | — | | | | | | (27,672) | | |
| Repurchases of equity securities | | | (5,688) | | | | | | (126,878) | | | | | | (621,564) | | | | | | — | | | | | | (754,130) | | | | | | — | | | | | | (754,130) | | |
| Balances at September 26, 2025 | | | $ | 119,081 | | | | | $ | 2,706,376 | | | | | $ | 1,525,760 | | | | | $ | (710,410) | | | | | $ | 3,640,807 | | | | | $ | 7,098 | | | | | $ | 3,647,905 | |
| Loss on extinguishment of debt | | | 20,510 | | | | | | — | | | | | | — | | |
Estimated contract costs include the Company’s latest estimates using judgments with respect to labor hours and costs, materials, and subcontractor costs.
When the Company has operations and maintenance or secondment contracts that do not contain variable consideration or have significant timing differences between cash payment and performance, the practical expedient method is applied for revenue recognition.
Amounts will be earned based on achievement of deliverables.
ASU 2025-05, *Financial Instruments—Credit Losses,* *(Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets*, provides all entities with a practical expedient option when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.
The amendments in this update are effective for annual reporting periods beginning after December 15, 2025, including interim periods within those annual periods, with early adoption permitted.
ASU 2025-05 will be effective for the Company in first quarter of fiscal 2027.
ASU 2025-03, *Business Combinations, (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity*, clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a variable interest entity that meets the definition of a business.
The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.
Early adoption is permitted, and the standard is to be applied prospectively to acquisitions after the adoption date.
ASU 2025-03 will be effective for the Company in the first quarter of fiscal 2028.
The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
ASU 2024-03, *Income Statement, (Subtopic 220-40): Reporting Comprehensive Income - Disaggregation of Income Statement Expenses*, requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses.
The amendments in this update also provide guidance on the disaggregation disclosure requirements for certain expense captions presented on the face of an entity’s income statement and provide guidance on the disclosure of selling expenses.
The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.
ASU 2024-03 will be effective for the Company in the fourth quarter of fiscal 2027.
The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
The amendments should be applied prospectively; however, retrospective application is also permitted.
The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
The Company adopted this update effective for the fiscal year ended September 26, 2025.
ASU 2023-06 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.
The amendments should be applied prospectively; however, retrospective application is also permitted.
ASU 2023-06 will be effective for the company in the fourth quarter of Fiscal 2026.
By the end of the second fiscal quarter of 2025, the Company had repurchased the full amount of common stock authorized under the 2023 Repurchase Authorization.
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| 10.4 | | | | | | [First Amendment to Amended and Restated Term Loan Agreement, dated as of December 20, 2023, among Jacobs Solutions Inc., Jacobs Engineering Group Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent, to the 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 agent. Filed as Exhibit 10.2 to the 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 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 reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298824000017/exhibit102-firstamendmentt.htm) | | |
| 10.9# | | | | | | [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) | | |
| 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) | | |
| 10.39# | | | | | | [Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant to the Jacobs'](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit103formofrsugrantag.htm) [](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit103formofrsugrantag.htm)[Stock Incentive Plan). Filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2022 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298822000016/exhibit103formofrsugrantag.htm) | | |
| 10.40# | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share Growth) (awarded pursuant to Jacobs' Stock Incentive Plan). Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000012/exhibit101-rsuagreementper.htm) | | |
| 10.41# | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – ROIC) (awarded pursuant to Jacobs' Stock Incentive Plan). Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000012/exhibit102-rsuagreementper.htm) | | |
| 10.42# | | | | | | [Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant to Jacobs' Stock Incentive Plan). Filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000012/exhibit103-rsuagreementtim.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) | | |
| 97 | | | | | | [Jacobs Solutions Inc. Executive Clawback Policy](https://www.sec.gov/Archives/edgar/data/52988/000005298823000084/exhibit97clawbackpolicy.htm)[. Filed as Exhibit 97 to the Registrant's](https://www.sec.gov/Archives/edgar/data/52988/000005298823000084/exhibit97clawbackpolicy.htm) [fiscal 2023](https://www.sec.gov/Archives/edgar/data/52988/000005298823000084/exhibit97clawbackpolicy.htm) [Annual R](https://www.sec.gov/Archives/edgar/data/52988/000005298823000084/exhibit97clawbackpolicy.htm)[eport on For](https://www.sec.gov/Archives/edgar/data/52988/000005298823000084/exhibit97clawbackpolicy.htm)[m 10-K and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/52988/000005298823000084/exhibit97clawbackpolicy.htm) | | |
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JACOBS SOLUTIONS INC. AND SUBSIDIARIES
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Current assets held for spin | | | — | | | | | | 1,347,833 | | |
| Noncurrent assets held for spin | | | — | | | | | | 3,255,532 | | |
| | | | $ | 11,759,005 | | | | | $ | 14,617,109 | |
| Current liabilities held for spin | | | — | | | | | | 628,088 | | |
| Noncurrent liabilities held for spin | | | — | | | | | | 196,447 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balances at October 1, 2021 | | | $ | 128,893 | | | | | $ | 2,590,012 | | | | | $ | 4,015,578 | | | | | $ | (794,442) | | | | | $ | 5,940,041 | | | | | $ | 34,796 | | | | | $ | 5,974,837 | |
| Net earnings | | | — | | | | | | — | | | | | | 644,039 | | | | | | — | | | | | | 644,039 | | | | | | 36,788 | | | | | | 680,827 | | |
| Dividends | | | — | | | | | | — | | | | | | (118,291) | | | | | | — | | | | | | (118,291) | | | | | | — | | | | | | (118,291) | | |
| Repurchases of equity securities | | | (2,473) | | | | | | (923) | | | | | | (278,530) | | | | | | — | | | | | | (281,926) | | | | | | — | | | | | | (281,926) | | |
On August 29, 2022, Jacobs Engineering Group Inc. (JEGI), the predecessor to Jacobs Solutions Inc., implemented a holding company structure, which resulted in Jacobs Solutions Inc. becoming the parent company of, and successor issuer to, JEGI (the "Holding Company Reorganization").
Prior to the implementation date, the Consolidated Financial Statements include the accounts of JEGI and its subsidiaries and affiliates which it controlled.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
On February 4, 2022, the Company acquired StreetLight Data, Inc. ("StreetLight").
StreetLight is a pioneer of mobility analytics who uses its data and machine learning resources to shed light on mobility and enable users to solve complex transportation problems.
The Company paid total base consideration of approximately $190.8 million in cash and issued $0.9 million in equity and $5.2 million in in-the-money stock options to the former owners of StreetLight.
The Company also paid off StreetLight's debt of approximately $1.0 million simultaneously with the consummation of the acquisition.
The Company has recorded its final purchase price allocation associated with the acquisition, which is summarized in Note 16- *Other Business Combinations.*
On November 19, 2021, Jacobs acquired BlackLynx, a provider of high-performance software, to complement Jacobs' portfolio of digital solutions.
The Company paid total base consideration of approximately $235.4 million in cash to the former owners of BlackLynx.
An excerpt. Shown here: 40 of 713 rewritten, 40 of 280 added and 40 of 318 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2025 filing and the FY2024 filing.