Item 1A. Risk Factors.

Except as set forth below, there have been no material changes in our risk factors from those disclosed in Item 1A- Risk Factors in our 2022 Form 10-K, which is incorporated herein by reference. The risk factors disclosed under that Report in addition to the other information set forth in this Report, could materially affect our business, financial condition, and results of operations. Before making an investment decision with respect to our common stock, you should carefully consider those risk factors, as well as the financial and business disclosures contained in this Quarterly Report on Form 10-Q and our other current and periodic reports filed with the SEC.

The proposed separation of our CMS business is subject to various risks and uncertainties and may not be completed in accordance with the expected plans or anticipated timeline, or at all.

On May 9, 2023, the Company announced a plan to separate its Critical Mission Solutions business, resulting in two independent public companies, each better positioned to unlock its full standalone long-term potential. The separation is intended to be effectuated through a distribution to the Jacobs’ shareholders of new publicly traded shares of the Critical Mission Solutions company, which is intended to be tax-free to Jacobs’ shareholders for U.S. federal income tax purposes. We are targeting to complete the separation in the second half of fiscal year 2024. However, we cannot assure you that any transaction will be completed on the anticipated timeline or at all, or that the form or other terms of the separation will not change, including with respect to the scope of the businesses to be separated or retained by the Company. The completion of the transaction will be subject to the satisfaction of customary conditions, including final approval by the Company’s Board of Directors, receipt of an Internal Revenue Service ruling and relevant tax opinions, and the effectiveness of appropriate filings with the U.S. Securities and Exchange Commission. The failure to satisfy any of the required conditions could delay the completion of the spin-off for a significant period of time or prevent it from occurring at all.

Various factors, including changes in the competitive conditions of our markets, changes in financial markets and economic conditions, failure to obtain any third party consents that may be required for the separation, delays in obtaining tax opinions or rulings, material or unanticipated tax liability for our shareholders, us, and/or the new CMS company, and other challenges in executing the separation of the two businesses, could delay or prevent the completion of the separation or cause it to occur on terms or conditions that are different or less favorable than expected.

Further, our Board of Directors could decide, either because of a failure of conditions or because of market or other factors, to abandon the separation of the CMS business.

Our plan to separate the CMS business will involve significant time, expense and resources, and could disrupt or adversely affect our business.

Executing the separation of the CMS business will require significant time and attention from our senior management and employees, and may divert their attention from operating and growing our business in ways that could adversely affect our business, financial results, results of operations and the trading price of our common stock. Our employees may also be distracted due to uncertainty about their future roles with the separated companies, and customers or suppliers could delay or defer decisions or may end their relationships with us.

We may also experience increased difficulties in attracting, retaining, and motivating employees during the pendency and following completion of the separation, which could harm our businesses.

In addition, we have incurred and will continue to incur expenses in connection with the separation, and expect that the process of completing the spin-off will be time-consuming and involve significant additional costs and expenses, which may not yield a benefit if a separation is not completed. We will also incur ongoing costs and dis-synergies in connection with, or as a result of, the separation and related restructuring transactions, including costs of operating as independent, publicly-traded companies that the two businesses will no longer be able to share.

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Any of the above factors could cause the separation (or the failure to execute the separation) to have a material adverse effect on our business, financial condition, results of operations and the trading price of our common stock.

The separation may not achieve the anticipated benefits and could expose us to new risks.

We may not realize the anticipated strategic, financial, operational, or other benefits from the separation of our CMS business. We cannot predict with certainty when these anticipated benefits will occur or the extent to which they will be achieved. If the separation is completed, our operational and financial profile will change and we will face new risks. As independent, publicly traded companies, each company will be smaller, less-diversified and may be more vulnerable to changing market conditions. While we believe that the separation will position each company to better unlock its full standalone long-term potential, we cannot assure you that following the separation each separate company will be successful. Further, there can be no assurance that the combined value of the shares of the two resulting companies will be equal to or greater than what the value of our common stock would have been had the proposed spin-off not occurred.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no sales of unregistered securities during the second fiscal quarter of 2023.

Share Repurchases

On January 25, 2023, the Company's Board of Directors authorized an incremental share repurchase program of up to $1.0 billion of the Company's stock, to expire on January 25, 2026 (the "2023 Repurchase Authorization"). No repurchase activity has taken place under the 2023 Share Repurchase Authorization to date.

On January 16, 2020, the Company's Board of Directors authorized a share repurchase program of up to $1.0 billion of the Company's common stock, that expired on January 15, 2023 (the "2020 Repurchase Authorization"). There were no repurchases of the Company’s common stock made during the second quarter of fiscal 2023 under the 2020 Share Repurchase Authorization.

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

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure.

None.