UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~July 1, 2022~~March 31, 2023

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 1-7463

JACOBS ~~ENGINEERING GROUP~~SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Delaware

~~95-4081636~~88-1121891

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

1999 Bryan Street

Suite ~~1200~~3500

Dallas

Texas

75201

(Address of principal executive offices)

(Zip Code)

(214) 583 – 8500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

_________________________________________________________________



Title of Each Class		Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	$1 par value	J	New York Stock Exchange

Indicate by check-mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: ☒ Yes ☐ No

Indicate by check-mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Page 1

Indicate by check-mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check-mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Number of shares of common stock outstanding at ~~July 25, 2022: 127,605,611~~April 28, 2023: 126,850,000

Page 2

JACOBS ~~ENGINEERING GROUP~~SOLUTIONS INC.

INDEX TO FORM 10-Q


			Page No.
PART I	FINANCIAL INFORMATION

	Item 1.	Financial Statements	4

		Consolidated Balance Sheets - Unaudited	5

		Consolidated Statements of Earnings - Unaudited	6

		Consolidated Statements of Comprehensive Income - Unaudited	7

		Consolidated Statements of Stockholders’ Equity - Unaudited	8

		Consolidated Statements of Cash Flows - Unaudited	11

		Notes to Consolidated Financial Statements - Unaudited	12

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4035

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5351

	Item 4.	Controls and Procedures	56

PART II	OTHER INFORMATION

	Item 1.	Legal Proceedings	5653

	Item 1A.	Risk Factors	5653

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5654

	Item 3.	Defaults Upon Senior Securities	5654

	Item 4.	Mine Safety Disclosures	5754

	Item 5.	Other Information	5754

	Item 6.	Exhibits	5855

		SIGNATURES	5957

Page 3

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Page 4

JACOBS ~~ENGINEERING GROUP~~SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share information)


		July 1, 2022		October 1, 2021			March 31, 2023		September 30, 2022
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,102,284	$	1,014,249	Cash and cash equivalents	$	1,223,331	$	1,140,479
Receivables and contract assets	Receivables and contract assets	3,303,279		3,101,418		Receivables and contract assets	3,518,728		3,405,381
Prepaid expenses and other	Prepaid expenses and other	148,592		176,228		Prepaid expenses and other	165,822		176,134

Total current assets	Total current assets	4,554,155		4,291,895		Total current assets	4,907,881		4,721,994
Property, Equipment and Improvements, net	Property, Equipment and Improvements, net	327,906		353,117		Property, Equipment and Improvements, net	367,217		346,676
Other Noncurrent Assets:	Other Noncurrent Assets:					Other Noncurrent Assets:
Goodwill	Goodwill	7,328,384		7,197,000		Goodwill	7,365,872		7,184,658
Intangibles, net	Intangibles, net	1,472,641		1,565,758		Intangibles, net	1,379,879		1,394,052
Deferred income tax assets	Deferred income tax assets	49,328		103,193		Deferred income tax assets	30,617		31,480
Operating lease right-of-use assets	Operating lease right-of-use assets	519,045		650,097		Operating lease right-of-use assets	446,589		476,913
Miscellaneous	Miscellaneous	470,751		471,549		Miscellaneous	504,576		504,646
Total other noncurrent assets	Total other noncurrent assets	9,840,149		9,987,597		Total other noncurrent assets	9,727,533		9,591,749
		$	14,722,210	$	14,632,609		$	15,002,631	$	14,660,419
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:	Current Liabilities:					Current Liabilities:
Current maturities of long-term debt	Current maturities of long-term debt	$	51,630	$	53,456	Current maturities of long-term debt	$	51,735	$	50,415
Accounts payable	Accounts payable	945,422		908,441		Accounts payable	967,832		966,792
Accrued liabilities	Accrued liabilities	1,374,948		1,533,559		Accrued liabilities	1,316,415		1,441,762
Operating lease liability	Operating lease liability	155,760		172,414		Operating lease liability	152,390		150,171
Contract liabilities	Contract liabilities	661,573		542,054		Contract liabilities	723,054		641,705
Total current liabilities	Total current liabilities	3,189,333		3,209,924		Total current liabilities	3,211,426		3,250,845
Long-term Debt	Long-term Debt	3,520,494		2,839,933		Long-term Debt	3,402,471		3,357,256
Liabilities relating to defined benefit pension and retirement plans	Liabilities relating to defined benefit pension and retirement plans	314,975		418,080		Liabilities relating to defined benefit pension and retirement plans	285,648		271,332
Deferred income tax liabilities	Deferred income tax liabilities	242,703		214,380		Deferred income tax liabilities	302,046		269,077
Long-term operating lease liability	Long-term operating lease liability	651,261		758,358		Long-term operating lease liability	586,805		607,447
Other deferred liabilities	Other deferred liabilities	158,511		559,375		Other deferred liabilities	120,204		167,548
Commitments and Contingencies	Commitments and Contingencies	0		0		Commitments and Contingencies
Redeemable Noncontrolling interests	Redeemable Noncontrolling interests	664,519		657,722		Redeemable Noncontrolling interests	666,007		632,522
Stockholders’ Equity:	Stockholders’ Equity:					Stockholders’ Equity:
Capital stock:	Capital stock:					Capital stock:
Preferred stock, $1 par value, authorized - 1,000,000 shares; issued and outstanding - none	Preferred stock, $1 par value, authorized - 1,000,000 shares; issued and outstanding - none	—		—		Preferred stock, $1 par value, authorized - 1,000,000 shares; issued and outstanding - none	—		—
Common stock, $1 par value, authorized - 240,000,000 shares; issued and outstanding - 127,577,542 shares and 128,892,540 shares as of July 1, 2022 and October 1, 2021, respectively		127,578		128,893
Common stock, $1 par value, authorized - 240,000,000 shares; issued and outstanding - 126,805,092 shares and 127,393,378 shares as of March 31, 2023 and September 30, 2022, respectively						Common stock, $1 par value, authorized - 240,000,000 shares; issued and outstanding - 126,805,092 shares and 127,393,378 shares as of March 31, 2023 and September 30, 2022, respectively	126,805		127,393
Additional paid-in capital	Additional paid-in capital	2,666,157		2,590,012		Additional paid-in capital	2,697,523		2,682,009
Retained earnings	Retained earnings	4,082,070		4,015,578		Retained earnings	4,393,351		4,225,784
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(942,512)		(794,442)		Accumulated other comprehensive loss	(838,042)		(975,130)
Total Jacobs stockholders’ equity	Total Jacobs stockholders’ equity	5,933,293		5,940,041		Total Jacobs stockholders’ equity	6,379,637		6,060,056
Noncontrolling interests	Noncontrolling interests	47,121		34,796		Noncontrolling interests	48,387		44,336
Total Group stockholders’ equity	Total Group stockholders’ equity	5,980,414		5,974,837		Total Group stockholders’ equity	6,428,024		6,104,392
		$	14,722,210	$	14,632,609		$	15,002,631	$	14,660,419

See the accompanying Notes to Consolidated Financial Statements – Unaudited.

Page 5

JACOBS ~~ENGINEERING GROUP~~SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

Three and ~~Nine~~Six Months Ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~

(In thousands, except per share information)

(Unaudited)


		For the Three Months Ended				For the Nine Months Ended					For the Three Months Ended				For the Six Months Ended
		July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021			March 31, 2023		April 1, 2022		March 31, 2023		April 1, 2022
Revenues	Revenues	$	3,827,093	$	3,576,436	$	11,041,777	$	10,506,144	Revenues	$	4,078,332	$	3,834,059	$	7,877,001	$	7,214,684
Direct cost of contracts	Direct cost of contracts	(3,002,618)		(2,759,501)		(8,550,418)		(8,290,137)		Direct cost of contracts	(3,188,038)		(2,963,649)		(6,171,994)		(5,547,800)
Gross profit	Gross profit	824,475		816,935		2,491,359		2,216,007		Gross profit	890,294		870,410		1,705,007		1,666,884
Selling, general and administrative expenses	Selling, general and administrative expenses	(558,713)		(553,189)		(1,882,049)		(1,779,435)		Selling, general and administrative expenses	(600,431)		(704,195)		(1,177,339)		(1,323,336)
Operating Profit	Operating Profit	265,762		263,746		609,310		436,572		Operating Profit	289,863		166,215		527,668		343,548
Other Income (Expense):	Other Income (Expense):									Other Income (Expense):
Interest income	Interest income	1,042		1,001		2,924		2,733		Interest income	7,630		381		10,637		1,882
Interest expense	Interest expense	(26,129)		(20,011)		(67,551)		(52,788)		Interest expense	(40,613)		(21,995)		(80,690)		(41,421)
Miscellaneous income, net		31,440		38,658		51,802		138,705
Total other income (expense), net		6,353		19,648		(12,825)		88,650
Miscellaneous (expense) income, net										Miscellaneous (expense) income, net	(4,567)		10,681		(7,820)		20,362
Total other expense, net										Total other expense, net	(37,550)		(10,933)		(77,873)		(19,177)
Earnings from Continuing Operations Before Taxes	Earnings from Continuing Operations Before Taxes	272,115		283,394		596,485		525,222		Earnings from Continuing Operations Before Taxes	252,313		155,282		449,795		324,371
Income Tax Expense from Continuing Operations	Income Tax Expense from Continuing Operations	(59,491)		(109,186)		(121,545)		(175,437)		Income Tax Expense from Continuing Operations	(19,060)		(46,166)		(69,163)		(62,054)
Net Earnings of the Group from Continuing Operations	Net Earnings of the Group from Continuing Operations	212,624		174,208		474,940		349,785		Net Earnings of the Group from Continuing Operations	233,253		109,116		380,632		262,317
Net (Loss) Earnings of the Group from Discontinued Operations		(343)		384		(576)		11,690
Net Loss of the Group from Discontinued Operations										Net Loss of the Group from Discontinued Operations	(75)		(1)		(783)		(233)
Net Earnings of the Group	Net Earnings of the Group	212,281		174,592		474,364		361,475		Net Earnings of the Group	233,178		109,115		379,849		262,084
Net Earnings Attributable to Noncontrolling Interests from Continuing Operations	Net Earnings Attributable to Noncontrolling Interests from Continuing Operations	(8,773)		(9,182)		(28,286)		(29,366)		Net Earnings Attributable to Noncontrolling Interests from Continuing Operations	(7,803)		(10,261)		(14,834)		(19,514)
Net (Earnings) Loss Attributable to Redeemable Noncontrolling interests		(7,525)		384		(27,246)		101,776
Net Earnings Attributable to Redeemable Noncontrolling interests										Net Earnings Attributable to Redeemable Noncontrolling interests	(8,863)		(10,038)		(12,855)		(19,721)
Net Earnings Attributable to Jacobs from Continuing Operations	Net Earnings Attributable to Jacobs from Continuing Operations	196,326		165,410		419,408		422,195		Net Earnings Attributable to Jacobs from Continuing Operations	216,587		88,817		352,943		223,082
Net Earnings Attributable to Jacobs	Net Earnings Attributable to Jacobs	$	195,983	$	165,794	$	418,832	$	433,885	Net Earnings Attributable to Jacobs	$	216,512	$	88,816	$	352,160	$	222,849
Net Earnings Per Share:	Net Earnings Per Share:									Net Earnings Per Share:
Basic Net Earnings from Continuing Operations Per Share	Basic Net Earnings from Continuing Operations Per Share	$	1.53	$	0.83	$	3.25	$	2.80	Basic Net Earnings from Continuing Operations Per Share	$	1.71	$	0.69	$	2.78	$	1.72
Basic Net Earnings from Discontinued Operations Per Share		$	—	$	—	$	—	$	0.09
Basic Net Loss from Discontinued Operations Per Share										Basic Net Loss from Discontinued Operations Per Share	$	—	$	—	$	(0.01)	$	—
Basic Earnings Per Share	Basic Earnings Per Share	$	1.53	$	0.83	$	3.25	$	2.89	Basic Earnings Per Share	$	1.71	$	0.69	$	2.78	$	1.72

Diluted Net Earnings from Continuing Operations Per Share	Diluted Net Earnings from Continuing Operations Per Share	$	1.52	$	0.82	$	3.23	$	2.78	Diluted Net Earnings from Continuing Operations Per Share	$	1.70	$	0.68	$	2.77	$	1.71
Diluted Net Earnings from Discontinued Operations Per Share		$	—	$	—	$	—	$	0.09
Diluted Net Loss from Discontinued Operations Per Share										Diluted Net Loss from Discontinued Operations Per Share	$	—	$	—	$	(0.01)	$	—
Diluted Earnings Per Share	Diluted Earnings Per Share	$	1.52	$	0.83	$	3.23	$	2.87	Diluted Earnings Per Share	$	1.70	$	0.68	$	2.76	$	1.71

See the accompanying Notes to Consolidated Financial Statements - Unaudited.

Page 6

JACOBS ~~ENGINEERING GROUP~~SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three and ~~Nine~~Six Months Ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~

(In thousands)

(Unaudited)
For the Three Months Ended For the Nine Months Ended
July 1, 2022 July 2, 2021 July 1, 2022 July 2, 2021
Net Earnings of the Group $ 212,281 $ 174,592 $ 474,364 $ 361,475
Other Comprehensive Income:
Foreign currency translation adjustment (187,841) (1,823) (242,353) 69,065
Gain on cash flow hedges 9,440 (7,017) 64,786 24,170
Change in pension and retiree medical plan liabilities 28,584 3,778 48,659 (14,085)
Other comprehensive income before taxes (149,817) (5,062) (128,908) 79,150
Income Tax (Expense) Benefit:
Foreign currency translation adjustment 482 2,361 3,072 (8,675)
Cash flow hedges (4,115) 1,774 (19,350) (5,320)
Change in pension and retiree medical plan liabilities (688) (845) (2,884) (2,509)
Income Tax (Expense) Benefit: (4,321) 3,290 (19,162) (16,504)
Net other comprehensive (loss) income (154,138) (1,772) (148,070) 62,646
Net Comprehensive Income of the Group 58,143 172,820 326,294 424,121
Net Earnings Attributable to Noncontrolling Interests (8,773) (9,182) (28,286) (29,366)
Net (Earnings) Loss Attributable to Redeemable Noncontrolling interests (7,525) 384 (27,246) 101,776
Net Comprehensive Income Attributable to Jacobs $ 41,845 $ 164,022 $ 270,762 $ 496,531


	For the Three Months Ended				For the Six Months Ended
	March 31, 2023		April 1, 2022		March 31, 2023		April 1, 2022
Net Earnings of the Group	$	233,178	$	109,115	$	379,849	$	262,084
Other Comprehensive Income:
Foreign currency translation adjustment	21,951		(45,827)		187,285		(54,512)
Change in cash flow hedges	(19,811)		46,491		(29,955)		55,346
Change in pension and retiree medical plan liabilities	6		12,036		(22,259)		20,075
Other comprehensive income before taxes	2,146		12,700		135,071		20,909
Income Tax Benefit (Expense):
Foreign currency translation adjustment	968		(400)		(5,641)		2,590
Cash flow hedges	5,047		(12,290)		8,317		(15,235)
Change in pension and retiree medical plan liabilities	(351)		(728)		(659)		(2,196)
Income Tax Benefit (Expense):	5,664		(13,418)		2,017		(14,841)
Net other comprehensive income (loss)	7,810		(718)		137,088		6,068
Net Comprehensive Income of the Group	240,988		108,397		516,937		268,152
Net Earnings Attributable to Noncontrolling Interests	(7,803)		(10,261)		(14,834)		(19,514)
Net Earnings Attributable to Redeemable Noncontrolling interests	(8,863)		(10,038)		(12,855)		(19,721)
Net Comprehensive Income Attributable to Jacobs	$	224,322	$	88,098	$	489,248	$	228,917

See the accompanying Notes to Consolidated Financial Statements - Unaudited.

Page 7

JACOBS ~~ENGINEERING GROUP~~SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three Months Ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~

(In thousands)

(Unaudited)


		Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Jacobs Stockholders’ Equity		Noncontrolling Interests		Total Group Stockholders’ Equity			Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Jacobs Stockholders’ Equity		Noncontrolling Interests		Total Group Stockholders’ Equity
Balances at April 2, 2021		$	130,172	$	2,621,454	$	4,125,452	$	(868,639)	$	6,008,439	$	35,307	$	6,043,746
Balances at December 31, 2021																Balances at December 31, 2021	$	129,153	$	2,641,059	$	4,087,390	$	(787,656)	$	6,069,946	$	29,999	$	6,099,945
Net earnings	Net earnings	—		—		165,794		—		165,794		9,182		174,976		Net earnings	—		—		88,816		—		88,816		10,261		99,077
Foreign currency translation adjustments, net of deferred taxes of $(2,361)		—		—		—		538		538		—		538
Pension liability, net of deferred taxes of $845		—		—		—		2,933		2,933		—		2,933
Gain on derivatives, net of deferred taxes of $(1,774)		—		—		—		(5,243)		(5,243)		—		(5,243)
Foreign currency translation adjustments, net of deferred taxes of $400																Foreign currency translation adjustments, net of deferred taxes of $400	—		—		—		(46,227)		(46,227)		—		(46,227)
Pension liability, net of deferred taxes of $728																Pension liability, net of deferred taxes of $728	—		—		—		11,308		11,308		—		11,308
Change in cash flow hedges, net of deferred taxes of $12,290																Change in cash flow hedges, net of deferred taxes of $12,290	—		—		—		34,201		34,201		—		34,201
Dividends	Dividends	—		—		(27,586)		—		(27,586)		—		(27,586)		Dividends	—		—		(29,871)		—		(29,871)		—		(29,871)
Redeemable Noncontrolling interests redemption value adjustment to Common Shareholders		—		—		(17,487)		—		(17,487)		—		(17,487)
Redeemable Noncontrolling interests redemption value adjustment																Redeemable Noncontrolling interests redemption value adjustment	—		—		(35,117)		—		(35,117)		—		(35,117)

Noncontrolling interests - distributions and other																Noncontrolling interests - distributions and other	—		—		—		—		—		4,272		4,272
Stock based compensation																Stock based compensation	—		18,147		—		—		18,147		—		18,147
Issuances of equity securities including shares withheld for taxes																Issuances of equity securities including shares withheld for taxes	142		16,134		(33)		—		16,243		—		16,243
Repurchases of equity securities																Repurchases of equity securities	(395)		(8,084)		(41,521)		—		(50,000)		—		(50,000)
Balances at April 1, 2022																Balances at April 1, 2022	$	128,900	$	2,667,256	$	4,069,664	$	(788,374)	$	6,077,446	$	44,532	$	6,121,978

Balances at December 30, 2022																Balances at December 30, 2022	$	126,669	$	2,672,421	$	4,230,866	$	(845,852)	$	6,184,104	$	49,494	$	6,233,598
Net earnings																Net earnings	—		—		216,512		—		216,512		7,803		224,315
Foreign currency translation adjustments, net of deferred taxes of $(968)																Foreign currency translation adjustments, net of deferred taxes of $(968)	—		—		—		22,919		22,919		—		22,919
Pension liability, net of deferred taxes of $351																Pension liability, net of deferred taxes of $351	—		—		—		(345)		(345)		—		(345)
Change in cash flow hedges, net of deferred taxes of $(5,047)																Change in cash flow hedges, net of deferred taxes of $(5,047)	—		—		—		(14,764)		(14,764)		—		(14,764)
Dividends																Dividends	—		—		(32,564)		—		(32,564)		—		(32,564)
Redeemable Noncontrolling interests redemption value adjustment																Redeemable Noncontrolling interests redemption value adjustment	—		—		(21,177)		—		(21,177)		—		(21,177)

Noncontrolling interests - distributions and other	Noncontrolling interests - distributions and other	—		—		—		—		—		(10,778)		(10,778)		Noncontrolling interests - distributions and other	—		—		—		—		—		(8,910)		(8,910)
Stock based compensation	Stock based compensation	—		14,542		—		—		14,542		—		14,542		Stock based compensation	—		15,054		—		—		15,054		—		15,054
Issuances of equity securities including shares withheld for taxes	Issuances of equity securities including shares withheld for taxes	121		10,855		—		—		10,976		—		10,976		Issuances of equity securities including shares withheld for taxes	136		10,048		(286)		—		9,898		—		9,898

Balances at July 2, 2021		$	130,293	$	2,646,851	$	4,246,173	$	(870,411)	$	6,152,906	$	33,711	$	6,186,617

Balances at April 1, 2022		$	128,900	$	2,667,256	$	4,069,664	$	(788,374)	$	6,077,446	$	44,532	$	6,121,978
Net earnings		—		—		195,983		—		195,983		8,773		204,756
Foreign currency translation adjustments, net of deferred taxes of $(482)		—		—		—		(187,359)		(187,359)		—		(187,359)
Pension liability, net of deferred taxes of $688		—		—		—		27,896		27,896		—		27,896
Gain on derivatives, net of deferred taxes of $4,115		—		—		—		5,325		5,325		—		5,325
Dividends		—		—		(29,479)		—		(29,479)		—		(29,479)
Redeemable Noncontrolling interests redemption value adjustment		—		—		20,169		—		20,169		—		20,169
Repurchase and issuance of redeemable noncontrolling interests		—		—		(5,147)		—		(5,147)		—		(5,147)
Noncontrolling interests - distributions and other		—		—		—		—		—		(6,184)		(6,184)
Stock based compensation		—		16,544		—		—		16,544		—		16,544
Issuances of equity securities including shares withheld for taxes		137		12,550		(63)		—		12,624		—		12,624
Repurchases of equity securities		(1,459)		(30,193)		(169,057)		—		(200,709)		—		(200,709)
Balances at July 1, 2022		$	127,578	$	2,666,157	$	4,082,070	$	(942,512)	$	5,933,293	$	47,121	$	5,980,414
Balances at March 31, 2023																Balances at March 31, 2023	$	126,805	$	2,697,523	$	4,393,351	$	(838,042)	$	6,379,637	$	48,387	$	6,428,024

See the accompanying Notes to Consolidated Financial Statements – Unaudited.

Page 8

JACOBS ~~ENGINEERING GROUP~~SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the ~~Nine~~Six Months Ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~

(In thousands)

~~(Unaudited)~~
Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Jacobs Stockholders’ Equity Noncontrolling Interests Total Group Stockholders’ Equity
Balances at October 2, 2020 $ 129,748 $ 2,598,446 $ 4,020,575 $ (933,057) $ 5,815,712 $ 39,955 $ 5,855,667
Net earnings — — 433,885 — 433,885 29,366 463,251
Foreign currency translation adjustments, net of deferred taxes of $8,675 — — — 60,390 60,390 — 60,390
Pension liability, net of deferred taxes of $2,509 — — — (16,594) (16,594) — (16,594)
Gain on derivatives, net of deferred taxes of $5,320 — — — 18,850 18,850 — 18,850
Dividends — — (55,101) — (55,101) (55,101)
Redeemable Noncontrolling interests redemption value adjustment to Common Shareholders — — (124,725) — (124,725) — (124,725)
Noncontrolling interests - distributions and other — — — — — (35,610) (35,610)
Stock based compensation — 41,519 — — 41,519 — 41,519
Issuances of equity securities including shares withheld for taxes 796 11,913 (8,790) — 3,919 — 3,919
Repurchases of equity securities (251) (5,027) (19,671) — (24,949) — (24,949)
Balances at July 2, 2021 $ 130,293 $ 2,646,851 $ 4,246,173 $ (870,411) $ 6,152,906 $ 33,711 $ 6,186,617
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 — — 418,832 — 418,832 28,286 447,118
Foreign currency translation adjustments, net of deferred taxes of $(3,072) — — — (239,281) (239,281) — (239,281)
Pension liability, net of deferred taxes of $2,884 — — — 45,775 45,775 — 45,775
Gain on derivatives, net of deferred taxes of $19,350 — — — 45,436 45,436 — 45,436
Dividends — — (59,473) — (59,473) — (59,473)
Redeemable Noncontrolling interests redemption value adjustment — — (30,152) — (30,152) — (30,152)
Repurchase and issuance of redeemable noncontrolling interests — — 2,614 — 2,614 — 2,614
Noncontrolling interests - distributions and other — — — — — (15,961) (15,961)
Stock based compensation — 41,705 — — 41,705 — 41,705
Issuances of equity securities including shares withheld for taxes 881 29,590 (11,966) — 18,505 — 18,505
Repurchases of equity securities (2,196) 4,850 (253,363) — (250,709) — (250,709)
Balances at July 1, 2022 $ 127,578 $ 2,666,157 $ 4,082,070 $ (942,512) $ 5,933,293 $ 47,121 $ 5,980,414

Page 9

(Unaudited)


	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Jacobs Stockholders’ Equity		Noncontrolling Interests		Total Group Stockholders’ Equity
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	—		—		222,849		—		222,849		19,514		242,363
Foreign currency translation adjustments, net of deferred taxes of $(2,590)	—		—		—		(51,922)		(51,922)		—		(51,922)
Pension liability, net of deferred taxes of $2,196	—		—		—		17,879		17,879		—		17,879
Change in cash flow hedges, net of deferred taxes of $15,235	—		—		—		40,111		40,111		—		40,111
Dividends	—		—		(29,994)		—		(29,994)				(29,994)
Redeemable Noncontrolling interests redemption value adjustment to Common Shareholders	—		—		(50,320)		—		(50,320)		—		(50,320)
Repurchase of redeemable noncontrolling interests	—		—		7,761		—		7,761		—		7,761
Noncontrolling interests - distributions and other	—		—		—		—		—		(9,778)		(9,778)
Stock based compensation	—		25,161		—		—		25,161		—		25,161
Issuances of equity securities including shares withheld for taxes	744		17,040		(11,904)		—		5,880		—		5,880
Repurchases of equity securities	(737)		35,043		(84,306)		—		(50,000)		—		(50,000)
Balances at April 1, 2022	$	128,900	$	2,667,256	$	4,069,664	$	(788,374)	$	6,077,446	$	44,532	$	6,121,978

Balances at September 30, 2022	$	127,393	$	2,682,009	$	4,225,784	$	(975,130)	$	6,060,056	$	44,336	$	6,104,392
Net earnings	—		—		352,160		—		352,160		14,834		366,994
Foreign currency translation adjustments, net of deferred taxes of $5,641	—		—		—		181,644		181,644		—		181,644
Pension liability, net of deferred taxes of $659	—		—		—		(22,918)		(22,918)		—		(22,918)
Change in cash flow hedges, net of deferred taxes of $(8,317)	—		—		—		(21,638)		(21,638)		—		(21,638)
Dividends	—		—		(33,438)		—		(33,438)		—		(33,438)
Redeemable Noncontrolling interests redemption value adjustment	—		—		(44,494)		—		(44,494)		—		(44,494)
Repurchase and issuance of redeemable noncontrolling interests	—		—		11,337		—		11,337		—		11,337
Noncontrolling interests - distributions and other	—		—		—		—		—		(10,783)		(10,783)
Stock based compensation	—		35,285		—		—		35,285		—		35,285
Issuances of equity securities including shares withheld for taxes	650		6,286		(4,771)		—		2,165		—		2,165
Repurchases of equity securities	(1,238)		(26,057)		(113,227)		—		(140,522)		—		(140,522)
Balances at March 31, 2023	$	126,805	$	2,697,523	$	4,393,351	$	(838,042)	$	6,379,637	$	48,387	$	6,428,024

See the accompanying Notes to Consolidated Financial Statements – Unaudited.

Page 10

JACOBS ~~ENGINEERING GROUP~~SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the ~~Nine~~Six Months Ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~

(In thousands)

(Unaudited)


		For the Nine Months Ended					For the Six Months Ended
		July 1, 2022		July 2, 2021			March 31, 2023		April 1, 2022
Cash Flows from Operating Activities:	Cash Flows from Operating Activities:					Cash Flows from Operating Activities:
Net earnings attributable to the Group	Net earnings attributable to the Group	$	474,364	$	361,475	Net earnings attributable to the Group	$	379,849	$	262,084
Adjustments to reconcile net earnings to net cash flows provided by operations:	Adjustments to reconcile net earnings to net cash flows provided by operations:					Adjustments to reconcile net earnings to net cash flows provided by operations:
Depreciation and amortization:	Depreciation and amortization:					Depreciation and amortization:
Property, equipment and improvements	Property, equipment and improvements	77,921		74,484		Property, equipment and improvements	55,686		52,620
Intangible assets	Intangible assets	146,889		103,308		Intangible assets	100,247		95,338
Gain on sale of ECR business		—		(15,608)
Gain on investment in equity securities		(13,862)		(152,145)

Stock based compensation	Stock based compensation	41,705		41,519		Stock based compensation	35,285		25,161
Equity in earnings of operating ventures, net of return on capital distributions	Equity in earnings of operating ventures, net of return on capital distributions	14,222		3,261		Equity in earnings of operating ventures, net of return on capital distributions	(2,931)		13,280
(Gain) Loss on disposals of assets, net		(4,762)		749
Loss on disposals of assets, net						Loss on disposals of assets, net	828		421

Impairment of long-lived assets and equity method investment	Impairment of long-lived assets and equity method investment	74,585		40,138		Impairment of long-lived assets and equity method investment	37,217		74,585

Deferred income taxes	Deferred income taxes	62,144		38,419		Deferred income taxes	20,785		16,040
Changes in assets and liabilities, excluding the effects of businesses acquired:	Changes in assets and liabilities, excluding the effects of businesses acquired:					Changes in assets and liabilities, excluding the effects of businesses acquired:
Receivables and contract assets, net of contract liabilities	Receivables and contract assets, net of contract liabilities	(114,607)		231,992		Receivables and contract assets, net of contract liabilities	63,229		(33,881)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	28,963		47,202		Prepaid expenses and other current assets	(9,940)		15,916
Miscellaneous other assets	Miscellaneous other assets	119,238		107,911		Miscellaneous other assets	43,472		67,201
Accounts payable	Accounts payable	54,422		(150,736)		Accounts payable	(15,109)		18,448
Accrued liabilities	Accrued liabilities	(667,868)		(158,772)		Accrued liabilities	(228,857)		(119,982)
Other deferred liabilities	Other deferred liabilities	(74,559)		(44,985)		Other deferred liabilities	(53,896)		(33,305)
Other, net	Other, net	(21,626)		(4,639)		Other, net	8,474		(7,670)
Net cash provided by operating activities	Net cash provided by operating activities	197,169		523,573		Net cash provided by operating activities	434,339		446,256
Cash Flows from Investing Activities:	Cash Flows from Investing Activities:					Cash Flows from Investing Activities:
Additions to property and equipment	Additions to property and equipment	(80,053)		(65,670)		Additions to property and equipment	(67,389)		(48,223)
Disposals of property and equipment and other assets	Disposals of property and equipment and other assets	9,286		468		Disposals of property and equipment and other assets	15		1,064
Capital contributions to equity investees, net of return of capital distributions	Capital contributions to equity investees, net of return of capital distributions	2,756		(4,193)		Capital contributions to equity investees, net of return of capital distributions	8,384		1,082
Acquisitions of businesses, net of cash acquired	Acquisitions of businesses, net of cash acquired	(437,083)		(1,741,062)		Acquisitions of businesses, net of cash acquired	(17,685)		(412,748)
Disposal of investment in equity securities		13,862		52,021
Proceeds related to sales of businesses		—		36,360

Net cash used for investing activities	Net cash used for investing activities	(491,232)		(1,722,076)		Net cash used for investing activities	(76,675)		(458,825)
Cash Flows from Financing Activities:	Cash Flows from Financing Activities:					Cash Flows from Financing Activities:
Proceeds from long-term borrowings	Proceeds from long-term borrowings	2,513,000		3,365,315		Proceeds from long-term borrowings	2,075,495		1,519,000
Repayments of long-term borrowings	Repayments of long-term borrowings	(1,707,490)		(1,933,786)		Repayments of long-term borrowings	(2,129,338)		(1,125,528)
Proceeds from short-term borrowings		—		—

Repayments of short-term borrowings	Repayments of short-term borrowings	(6,359)		(7,675)		Repayments of short-term borrowings	—		(6,359)
Debt issuance costs	Debt issuance costs	—		(2,747)		Debt issuance costs	(11,388)		—
Proceeds from issuances of common stock	Proceeds from issuances of common stock	40,987		29,715		Proceeds from issuances of common stock	25,374		28,187
Common stock repurchases	Common stock repurchases	(250,709)		(24,949)		Common stock repurchases	(140,522)		(50,000)
Taxes paid on vested restricted stock	Taxes paid on vested restricted stock	(28,574)		(25,796)		Taxes paid on vested restricted stock	(23,209)		(28,398)
Cash dividends to shareholders	Cash dividends to shareholders	(86,588)		(79,801)		Cash dividends to shareholders	(62,788)		(57,247)
Net (dividends) associated with noncontrolling interests		(16,103)		(40,083)
Net dividends associated with noncontrolling interests						Net dividends associated with noncontrolling interests	(11,283)		(9,416)
Repurchase of redeemable noncontrolling interests	Repurchase of redeemable noncontrolling interests	(46,074)		—		Repurchase of redeemable noncontrolling interests	(58,353)		(35,095)
Proceeds from issuances of redeemable noncontrolling interests		49,738		—
Net cash provided by financing activities		461,828		1,280,193

Net cash (used for) provided by financing activities						Net cash (used for) provided by financing activities	(336,012)		235,144
Effect of Exchange Rate Changes	Effect of Exchange Rate Changes	(79,919)		34,617		Effect of Exchange Rate Changes	49,761		(12,792)
Net Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash		87,846		116,307
Net Increase in Cash and Cash Equivalents and Restricted Cash						Net Increase in Cash and Cash Equivalents and Restricted Cash	71,413		209,783
Cash and Cash Equivalents, including Restricted Cash, at the Beginning of the Period	Cash and Cash Equivalents, including Restricted Cash, at the Beginning of the Period	1,026,575		862,424		Cash and Cash Equivalents, including Restricted Cash, at the Beginning of the Period	1,154,207		1,026,575
Cash and Cash Equivalents, including Restricted Cash, at the End of the Period	Cash and Cash Equivalents, including Restricted Cash, at the End of the Period	$	1,114,421	$	978,731	Cash and Cash Equivalents, including Restricted Cash, at the End of the Period	$	1,225,620	$	1,236,358

See the accompanying Notes to Consolidated Financial Statements – Unaudited.

Page 11

JACOBS ~~ENGINEERING GROUP~~SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.Basis of Presentation

Unless the context otherwise requires:

•References herein to “Jacobs” are to Jacobs ~~Engineering Group~~Solutions Inc. and its predecessors;

•References herein to the “Company”, “we”, “us” or “our” are to Jacobs ~~Engineering Group~~Solutions Inc. and its consolidated subsidiaries; and

•References herein to the “Group” are to the combined economic interests and activities of the Company and the persons and entities holding noncontrolling interests in our consolidated subsidiaries.

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

The accompanying consolidated financial statements and financial information included herein have been prepared pursuant to the interim period reporting requirements of Form 10-Q. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted. Readers of this Quarterly Report on Form 10-Q should also read our consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended ~~October 1, 2021~~September 30, 2022 (“~~2021~~2022 Form 10-K”).

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of our consolidated financial statements at ~~July 1, 2022,~~March 31, 2023, and for the three and ~~nine month periods~~six months ended ~~July 1, 2022.~~March 31, 2023.

Our interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year.

As part of the new Company strategy, during the first quarter of fiscal year 2023, Jacobs formed a reporting and operating segment, Divergent Solutions ("DVS"), to further strengthen our ability to drive value for our clients. DVS supports both lines of business as the core foundation for developing and delivering innovative, next-generation cloud, cyber, data and digital technologies. For a further discussion of our segment information, please refer to Note 18- Segment Information.

On February 4, 2022, the Company acquired StreetLight Data, Inc. ("StreetLight"). StreetLight is a pioneer of mobility analytics who uses its data and machine learning resources to shed light on mobility and enable users to solve complex transportation problems. The Company paid total base consideration of approximately $190.8 million in cash, and issued $0.9 million in equity and $5.2 million in in-the-money stock options to the former owners of StreetLight. The Company also paid off StreetLight's debt of approximately $1.0 million simultaneously with the consummation of the acquisition. The Company has recorded its ~~preliminary~~final purchase price allocation associated with the acquisition, which is summarized in Note ~~16-~~15- Other Business Combinations.

On November 19, 2021, ~~a subsidiary of~~ Jacobs acquired all outstanding shares of common stock of BlackLynx, Inc. ("BlackLynx"), a provider of high-performance software, to complement Jacobs' portfolio of cyber, intelligence and digital solutions. The Company paid total base consideration of approximately $235.4 million in cash to the former owners of BlackLynx. In conjunction with the acquisition, the Company also paid off BlackLynx's debt of approximately $5.3 million simultaneously with the consummation of the acquisition. The Company has recorded its ~~preliminary~~final purchase price allocation associated with the acquisition, which is summarized in Note ~~16-~~15- Other Business Combinations.

On March 2, 2021, Jacobs completed the strategic investment of a 65% interest in PA Consulting Group Limited ("PA Consulting"), a UK-based leading innovation and transformation consulting firm. The total consideration paid by the Company was $1.7 billion, funded through cash on hand, proceeds from a new term loan and draws on the Company's existing revolving credit facility. ~~Further, in connection with the transaction, an additional $261 million in investment proceeds had not yet been distributed at the investment date~~ ~~due~~ to continuing employment requirements of associated management owners. Consequently, this amount represented compensation expense incurred related to the investment that was expensed subsequent to the date of the transaction, and was reflected in selling, general and administrative expense and cash from operations for the fiscal year ended October 1, 2021. The remaining 35% interest was acquired by PA Consulting employees, whose redeemable noncontrolling interests had a fair value of $582.4 million on the closing date, including subsequent purchase accounting

Page 12

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

adjustments. PA Consulting is accounted for as a consolidated subsidiary and as a separate operating segment. See Note ~~15-~~14- PA Consulting Business Combination for more discussion on the investment and Note ~~12-~~11- Borrowings for more discussion on the financing for the transaction.

~~Page 12~~

~~JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

debt of approximately $7.7 million. The Company repaid all of the assumed Buffalo Group debt by the end of the first fiscal quarter of 2021. The Company has recorded its final purchase price allocation associated with the acquisition, which is summarized in Note 16- ~~Other Business Combinations.~~

On April 26, 2019, Jacobs completed the sale of its Energy, Chemicals and Resources ("ECR") business to Worley Limited ("Worley"), a company incorporated in Australia, for a purchase price of $3.4 billion consisting of (i) $2.8 billion in cash plus (ii) 58.2 million ordinary shares of Worley, subject to adjustments for changes in working capital and certain other items (the “ECR sale”). As a result of the ECR sale, substantially all ECR-related assets and liabilities were sold (the "Disposal Group"). We determined that the Disposal Group should be reported as discontinued operations in accordance with ASC 210-05, Discontinued Operations because their disposal represents a strategic shift that had a major effect on our operations and financial results. As such, the financial results of the ECR business are reflected in our unaudited Consolidated Statements of Earnings as discontinued operations for all periods ~~presented. As of October 1, 2021,~~presented and all of the ECR business to be sold under the terms of the ECR sale had been conveyed to Worley and as such, no amounts remain held for sale. ~~For further discussion, see Note 17-~~ ~~Sale of Energy, Chemicals and Resources ("ECR") Business~~ ~~to the consolidated financial statements.~~

2. Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires us to employ estimates and make assumptions that affect the reported amounts of certain assets and liabilities, the revenues and expenses reported for the periods covered by the accompanying consolidated financial statements, and certain amounts disclosed in these Notes to the Consolidated Financial Statements. Although such estimates and assumptions are believed to be reasonable under the circumstances and are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available and past experience, ~~including considerations for potential impacts of the continuing coronavirus (COVID-19) pandemic,~~ actual results could differ significantly from those estimates and assumptions. Our estimates, judgments, and assumptions are evaluated periodically and adjusted accordingly.

Please refer to Note 2- Significant Accounting Policies of Notes to Consolidated Financial Statements included in our ~~2021~~2022 Form 10-K for a discussion of other significant estimates and assumptions affecting our consolidated financial statements.

3. Fair Value and Fair Value Measurements

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

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

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

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

Please refer to Note 2- Significant Accounting Policies of Notes to Consolidated Financial Statements included in our ~~2021~~2022 Form 10-K for a more complete discussion of the various items within the consolidated financial statements measured at fair value and the methods used to determine fair value. Please also refer to Note ~~19-~~17- Commitments and Contingencies and Derivative Financial Instruments for discussion regarding the Company's derivative instruments.

The net carrying amounts of cash and cash equivalents, trade receivables and payables and short-term debt approximate fair value due to the short-term nature of these instruments. See Note ~~12-~~11- Borrowings for a discussion of the fair value of long-term debt.

~~Page 13~~

~~JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

Fair value measurements relating to our business combinations and goodwill allocations related to our segment realignment are made primarily using Level 3 inputs including discounted cash flow ~~and to the extent applicable, Monte Carlo simulation~~ techniques. Fair value for the identified intangible assets is generally estimated using inputs primarily for the income approach using the multiple period excess earnings method and the relief from royalties method. The significant assumptions used in estimating fair value

Page 13

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

include (i) revenue projections of the business, including profitability, (ii) attrition rates and (iii) the estimated discount rate that reflects the level of risk associated with receiving future cash flows. Other personal property assets, such as furniture, fixtures and equipment, are valued using the cost approach, which is based on replacement or reproduction costs of the asset less depreciation. The fair value of the contingent consideration is estimated using a Monte Carlo simulation and the significant assumptions used include projections of revenues and probabilities of meeting those projections. Key inputs to the valuation of the noncontrolling interests include projected cash flows and the expected volatility associated with those cash flows.

4. ~~New Accounting Pronouncements~~

~~ASU 2020-04,~~ ~~Reference Rate Reform~~, (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting is intended to provide relief for entities impacted by reference rate reform and contains provisions and optional expedients designed to simplify requirements around designation of hedging relationships, probability assessments of hedged forecasted transactions and accounting for modifications of contracts that refer to LIBOR or other rates affected by reference rate reform. The guidance is elective and is effective on the date of issuance. ASU 2020-04 is applied prospectively to contract modifications and as of the effective date for existing and new eligible hedging relationships. The guidance is temporary and will generally not be applicable to contract modifications which occur after December 31, 2022. The adoption of the new guidance in the first quarter of fiscal 2022 allowed the Company to continue its British pound denominated interest rate hedge relationships which previously defined LIBOR as the benchmark interest rate and in December 2021 were amended to replace LIBOR with the Sterling Overnight Index Average rate ("SONIA").

~~ASU No. 2021-08,~~ ~~Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers~~, is effective for fiscal years beginning after December 15, 2022. ASU 2021-08 requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The Company adopted the new guidance in the first quarter of fiscal 2022 and the adoption had no impact on the Company's financial position, results of operations or cash flows.

5. Revenue Accounting for Contracts

Disaggregation of Revenues

Our revenues are principally derived from contracts to provide a diverse range of technical, professional, and construction services to a large number of industrial, commercial, and governmental clients. We provide a broad range of engineering, design, and architectural services; construction and construction management services; operations and maintenance services; and technical, digital, process, scientific and systems consulting services. We provide our services through offices and subsidiaries located primarily in North America, Europe, the Middle East, India, Australia, Africa, and Asia. We provide our services under cost-reimbursable and fixed-price contracts. Our contracts are with many different customers in numerous industries. Refer to Note ~~20-~~18- Segment Information for additional information on how we disaggregate our revenues by reportable segment.

~~Page 14~~

~~JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

The following table further disaggregates our revenue by geographic area for the three and ~~nine~~six months ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~ (in thousands):


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021			March 31, 2023		April 1, 2022		March 31, 2023		April 1, 2022
Revenues:	Revenues:									Revenues:
United States	United States	$	2,577,892	$	2,364,034	$	7,226,189	$	7,295,818	United States	$	2,694,735	$	2,499,737	$	5,231,013	$	4,648,289
Europe	Europe	862,011		881,676		2,666,219		2,277,670		Europe	931,093		937,864		1,785,666		1,804,216
Canada	Canada	74,509		57,866		206,701		167,181		Canada	61,887		67,152		123,716		132,192
Asia	Asia	35,741		28,309		104,361		84,364		Asia	35,641		36,533		70,463		68,620
India	India	30,761		18,915		81,753		49,926		India	46,829		28,844		87,173		50,992
Australia and New Zealand	Australia and New Zealand	172,926		174,828		532,228		472,013		Australia and New Zealand	170,069		181,650		331,109		359,302
Middle East and Africa	Middle East and Africa	73,253		50,808		224,326		159,172		Middle East and Africa	138,078		82,279		247,861		151,073
Total	Total	$	3,827,093	$	3,576,436	$	11,041,777	$	10,506,144	Total	$	4,078,332	$	3,834,059	$	7,877,001	$	7,214,684

Contract Liabilities

Contract liabilities represent amounts billed to clients in excess of revenue recognized to date. Revenue recognized for the three and ~~nine~~six months ended ~~July~~March 31, 2023 that was previously included in the contract liability balance on September 30, 2022 was $82.7 million and $413.0 million, respectively. Revenue recognized for the three and six months ended April 1, 2022 that was ~~previously~~ included in the contract liability balance on October 1, 2021 was ~~$36.3~~$79.6 million and ~~$407.3 million, respectively. Revenue recognized for the three and nine months ended July 2, 2021 that was included in the contract liability balance on October 2, 2020 was $24.8 million and $380.4~~$371.0 million, respectively.

Remaining Performance Obligation

The Company’s remaining performance obligations as of ~~July 1, 2022~~March 31, 2023 represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. The Company had approximately ~~$14.4~~$16.7 billion in remaining performance obligations as of ~~July 1, 2022.~~March 31, 2023. The Company expects to recognize approximately ~~53%~~48% of our remaining performance obligations into revenue within the next twelve months and the remaining ~~47%~~52% thereafter.

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

6.Page 14

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

5. Earnings Per Share and Certain Related Information

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

The following table reconciles the denominator used to compute basic EPS to the denominator used to compute diluted EPS for the three and ~~nine~~six months ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~ (in thousands):


	Three Months Ended				Six Months Ended
	March 31, 2023		April 1, 2022		March 31, 2023		April 1, 2022
Numerator for Basic and Diluted EPS:





Net earnings from continuing operations allocated to common stock for EPS calculation	$	216,587	$	88,817	$	352,943	$	223,082



Net loss from discontinued operations allocated to common stock for EPS calculation	$	(75)	$	(1)	$	(783)	$	(233)

Net earnings allocated to common stock for EPS calculation	$	216,512	$	88,816	$	352,160	$	222,849

Denominator for Basic and Diluted EPS:



Shares used for calculating basic EPS attributable to common stock	126,886		129,333		126,855		129,337

Effect of dilutive securities:
Stock compensation plans	473		640		573		796
Shares used for calculating diluted EPS attributable to common stock	127,359		129,973		127,428		130,133

Net Earnings Per Share:
Basic Net Earnings from Continuing Operations Per Share	$	1.71	$	0.69	$	2.78	$	1.72
Basic Net Loss from Discontinued Operations Per Share	$	—	$	—	$	(0.01)	$	—
Basic Earnings Per Share	$	1.71	$	0.69	$	2.78	$	1.72
Diluted Net Earnings from Continuing Operations Per Share	$	1.70	$	0.68	$	2.77	$	1.71
Diluted Net Loss from Discontinued Operations Per Share	$	—	$	—	$	(0.01)	$	—
Diluted Earnings Per Share	$	1.70	$	0.68	$	2.76	$	1.71

Note: Per share amounts may not add due to rounding.

Share Repurchases

Page 15

JACOBS ~~ENGINEERING GROUP~~SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Three Months Ended Nine Months Ended
July 1, 2022 July 2, 2021 July 1, 2022 July 2, 2021
Numerator for Basic and Diluted EPS:
Net earnings attributable to Jacobs from continuing operations $ 196,326 $ 165,410 $ 419,408 $ 422,195
Preferred Redeemable Noncontrolling interests redemption value adjustment (See Note 15- PA Consulting Business Combination)
— (57,307) — (57,307)
Net earnings from continuing operations allocated to common stock for EPS calculation $ 196,326 $ 108,103 $ 419,408 $ 364,888
Net (loss) earnings from discontinued operations allocated to common stock for EPS calculation $ (343) $ 384 $ (576) $ 11,690
Net earnings allocated to common stock for EPS calculation $ 195,983 $ 108,487 $ 418,832 $ 376,578
Denominator for Basic and Diluted EPS:
Shares used for calculating basic EPS attributable to common stock 128,225 130,385 128,966 130,205
Effect of dilutive securities:
Stock compensation plans 708 1,035 767 1,040
Shares used for calculating diluted EPS attributable to common stock 128,933 131,420 129,733 131,245
Net Earnings Per Share:
Basic Net Earnings from Continuing Operations Per Share $ 1.53 $ 0.83 $ 3.25 $ 2.80
Basic Net Earnings from Discontinued Operations Per Share $ — $ — $ — $ 0.09
Basic Earnings Per Share $ 1.53 $ 0.83 $ 3.25 $ 2.89
Diluted Net Earnings from Continuing Operations Per Share $ 1.52 $ 0.82 $ 3.23 $ 2.78
Diluted Net Earnings from Discontinued Operations Per Share $ — $ — $ — $ 0.09
Diluted Earnings Per Share $ 1.52 $ 0.83 $ 3.23 $ 2.87

~~Share Repurchases~~


On January 16, 2020, the Company's Board of Directors authorized a share repurchase program of up to $1.0 billion of the Company's common stock ~~to expire on January 15, 2023~~ (the "2020 Repurchase Authorization"). In the fourth quarter of fiscal 2021, the Company initiated an accelerated share repurchase program under the 2020 Repurchase Authorization by advancing $250 million to a financial institution in a privately negotiated transaction, with final non-cash settlement on the program during the first quarter of fiscal 2022 of 342,054 shares.

The 2020 Repurchase Authorization expired on January 15, 2023. On January 25, 2023, the Company's Board of Directors authorized an incremental share repurchase program of up to $1.0 billion of the Company's common stock, to expire on January 25, 2026 (the "2023 Repurchase Authorization"). No repurchase activity has taken place under the 2023 Share Repurchase Authorization to date. Subsequent to the expiration of the 2020 Repurchase Authorization and the approval of the 2023 Repurchase Authorization, the Company has $1.0 billion remaining under the 2023 Repurchase Authorization.

The following table summarizes the activity under the 2020 Repurchase Authorization through the ~~third~~second fiscal quarter of ~~2022:~~2023:

~~Page 16~~

~~JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

Amount Authorized
(2020 Repurchase Authorization) Average Price Per Share (1) Total Shares Retired Shares Repurchased
$1,000,000,000 $135.56 2,196,484 2,196,484


Amount Authorized (2020 Repurchase Authorization)	Average Price Per Share (1)	Total Shares Retired	Shares Repurchased
$1,000,000,000	$113.56	1,237,688	1,237,688

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

~~As of July 1, 2022, the Company has $532.2 million remaining under the 2020 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.

Dividends

On ~~July 13, 2022,~~April 27, 2023, the Company’s Board of Directors declared a quarterly dividend of ~~$0.23~~$0.26 per share of the Company’s common stock to be paid on ~~August 26, 2022,~~June 23, 2023, to shareholders of record on the close of business on ~~July 29, 2022.~~May 26, 2023. Future dividend declarations are subject to review and approval by the Company’s Board of Directors. Dividends paid through the ~~third~~second fiscal quarter of ~~2022~~2023 and the preceding fiscal year are as follows:

Declaration Date

Record Date

Payment Date

Cash Amount (per share)

January 25, 2023

February 24, 2023

March 24, 2023

$0.26

September 15, 2022

September 30, 2022

October 28, 2022

$0.23

July 13, 2022

July 29, 2022

August 26, 2022

$0.23

April 28, 2022

May 27, 2022

June 24, 2022

$0.23

January 26, 2022

February 25, 2022

March 25, 2022

$0.23

September 23, 2021

October 15, 2021

October 29, 2021

$0.21

~~July 14, 2021~~

~~July 30, 2021~~

~~August 27, 2021~~

~~$0.21~~

~~April 22, 2021~~

~~May 28, 2021~~

~~June 25, 2021~~

~~$0.21~~

~~January 27, 2021~~

~~February 26, 2021~~

~~March 26, 2021~~

~~$0.21~~

~~September 17, 2020~~

~~October 2, 2020~~

~~October 30, 2020~~

~~$0.19~~

6. Goodwill and Intangibles

As a result of the formation of our new Divergent Solutions operating segment beginning in the first quarter of fiscal 2023, the historical carrying value of a portion of goodwill has been reallocated to this segment based on a relative

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JACOBS ~~ENGINEERING GROUP~~SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

~~7. Goodwill and Intangibles~~

fair value basis. The carrying value of goodwill ~~and~~ appearing in the accompanying Consolidated Balance Sheets at ~~July 1,~~March 31, 2023 and September 30, 2022 ~~and October 1, 2021~~ was as follows (in thousands):

Critical Mission Solutions People & Places Solutions PA Consulting Total
Balance October 1, 2021 $ 2,550,631 $ 3,240,783 $ 1,405,586 $ 7,197,000
Acquired 197,227 116,657 21,335 335,219
Foreign currency translation (18,043) (29,688) (161,824) (209,555)
Post-Acquisition Adjustments — — 5,720 5,720
Balance July 1, 2022 $ 2,729,815 $ 3,327,752 $ 1,270,817 $ 7,328,384


	Critical Mission Solutions		People & Places Solutions		Divergent Solutions		PA Consulting		Total
Balance September 30, 2022	$	2,251,724	$	3,196,796	$	576,986	$	1,159,152	$	7,184,658
Acquired	—		—		—		11,956		11,956
Post-Acquisition Adjustments	—		(138)		—		877		739

Foreign currency translation and other	(4,445)		15,927		19,334		137,703		168,519
Balance March 31, 2023	$	2,247,279	$	3,212,585	$	596,320	$	1,309,688	$	7,365,872

The following table provides certain information related to the Company’s acquired intangibles in the accompanying Consolidated Balance Sheets at ~~July 1,~~March 31, 2023 and September 30, 2022 ~~and October 1, 2021~~ (in thousands):

Customer Relationships, Contracts and Backlog Developed Technology Trade Names Total
Balances October 1, 2021 $ 1,309,061 $ 40,020 $ 216,677 $ 1,565,758
Amortization (131,324) (7,306) (8,259) (146,889)
Acquired 97,388 62,000 — 159,388
Foreign currency translation (82,325) (628) (22,663) (105,616)
Balances July 1, 2022 $ 1,192,800 $ 94,086 $ 185,755 $ 1,472,641


	Customer Relationships, Contracts and Backlog		Developed Technology		Trade Names		Total
Balances September 30, 2022	$	1,136,438	$	88,931	$	168,683	$	1,394,052
Amortization	(46,116)		(7,672)		(46,459)		(100,247)
Acquired	5,537		—		—		5,537
Post-Acquisition Adjustments	(1,409)		—		—		(1,409)
Foreign currency translation and other	63,308		496		18,142		81,946
Balances March 31, 2023	$	1,157,758	$	81,755	$	140,366	$	1,379,879

The following table presents estimated amortization expense of intangible assets for the remainder of fiscal ~~2022~~2023 and for the succeeding years. ~~The amounts below include preliminary amortization estimates for the Streetlight and BlackLynx opening balance sheet fair values that are still subject to change.~~


Fiscal Year	Fiscal Year	(in millions)		Fiscal Year	(in millions)
2022		$	48.3
2023	2023	195.6		2023	$	102.4
2024	2024	195.4		2024	203.9
2025	2025	194.8		2025	203.5
2026	2026	177.1		2026	180.5
2027				2027	149.2
Thereafter	Thereafter	661.4		Thereafter	540.4
Total	Total	$	1,472.6	Total	$	1,379.9

Page 1817

JACOBS ~~ENGINEERING GROUP~~SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

8.7. Receivables and Contract Assets

The following table presents the components of receivables and contract assets appearing in the accompanying Consolidated Balance Sheets at ~~July 1,~~March 31, 2023 and September 30, 2022, ~~and October 1, 2021,~~ as well as certain other related information (in thousands):


		July 1, 2022		October 1, 2021			March 31, 2023		September 30, 2022
Components of receivables and contract assets:	Components of receivables and contract assets:					Components of receivables and contract assets:
Amounts billed, net	Amounts billed, net	$	1,417,578	$	1,278,087	Amounts billed, net	$	1,447,872	$	1,400,088
Unbilled receivables and other	Unbilled receivables and other	1,383,419		1,343,588		Unbilled receivables and other	1,466,892		1,523,249
Contract assets	Contract assets	502,282		479,743		Contract assets	603,964		482,044
Total receivables and contract assets, net	Total receivables and contract assets, net	$	3,303,279	$	3,101,418	Total receivables and contract assets, net	$	3,518,728	$	3,405,381
Other information about receivables:	Other information about receivables:					Other information about receivables:
Amounts due from the United States federal government, included above, net of contract liabilities	Amounts due from the United States federal government, included above, net of contract liabilities	$	786,980	$	563,009	Amounts due from the United States federal government, included above, net of contract liabilities	$	780,846	$	749,323

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

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

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

9.8. Accumulated Other Comprehensive Income

The following table presents the Company's roll forward of accumulated other comprehensive income (loss) after-tax as of ~~July 1, 2022~~March 31, 2023 (in thousands):

Change in Net Pension Obligation
Foreign Currency Translation Adjustment (1)
Gain/(Loss) on Cash Flow Hedges Total
Balance at October 1, 2021 $ (394,561) $ (407,240) $ 7,359 $ (794,442)
Other comprehensive income (loss) 45,775 (239,281) 40,355 (153,151)
Reclassifications from accumulated other comprehensive income (loss) — — 5,081 5,081
Balance at July 1, 2022 $ (348,786) $ (646,521) $ 52,795 $ (942,512)


	Change in Net Pension Obligation		Foreign Currency Translation Adjustment (1)		Gain/(Loss) on Cash Flow Hedges (2)		Total
Balance at September 30, 2022	$	(307,395)	$	(786,040)	$	118,305	$	(975,130)
Other comprehensive (loss) income	(22,918)		181,644		(9,907)		148,819
Reclassifications from accumulated other comprehensive income (loss)	—		—		(11,731)		(11,731)
Balance at March 31, 2023	$	(330,313)	$	(604,396)	$	96,667	$	(838,042)

~~(1)~~(1) Included in the overall foreign currency translation adjustment for the ~~three and nine~~six months ended ~~July~~March 31, 2023 and April 1, 2022 ~~is $52.7~~are $(87.2) million and ~~$90.5~~$38.3 million, respectively in ~~unrealized~~unrealized gains (losses) on long-term foreign currency denominated intercompany loans not anticipated to be settled in the foreseeable future.

(2) Included in the Company’s cumulative net unrealized gains from interest rate and cross currency swaps recorded in accumulated other comprehensive income as of March 31, 2023 were approximately $19.6 million in unrealized gains, net of taxes, which are expected to be realized in earnings during the twelve months subsequent to March 31, 2023.

Page 1918

JACOBS ~~ENGINEERING GROUP~~SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

~~10.~~9. Income Taxes


The Company’s effective tax rates from continuing operations for the three months ended ~~July~~March 31, 2023 and April 1, 2022 were 7.6% and ~~July 2, 2021 were 21.9% and 38.5%~~29.7%, ~~respectively, with the decrease primarily due~~respectively. The most significant items contributing to the ~~absence of a $30.8 million expense related to a change in~~difference between the statutory U.S. federal corporate tax rate ~~applied to deferred~~of 21.0% and the Company’s effective tax ~~assets in the United Kingdom and certain nondeductible compensation related charges associated with the Company's PA Consulting investment in~~rate for the three months ended ~~July 2, 2021,~~March 31, 2023 were a tax benefit of $40.2 million related to uncertain tax positions (“UTPs”) in the United States that were effectively settled, of which $30.8 million relates to positions carried forward from the acquisition of CH2M Hill Companies Ltd. that was completed in 2018, as well as a ~~current period~~tax benefit of ~~$9.1~~$8.6 million for the ~~Company recognized due to the reversal~~release of ~~a withholding~~previously valued foreign tax ~~accrual on certain intercompany loans,~~credits. These benefits were partly offset by ~~increases in permanent book/~~U.S. state income tax ~~adjustments, state taxes,~~expense of $5.9 million and U.S. tax on foreign ~~inclusions~~earnings of $4.6 million. These expense items are expected to have a continuing impact on the Company’s effective tax rate for the remainder of the fiscal year. The most significant items contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0% and the Company's effective tax rate for the three month period in fiscal 2022. Additionally, a $15.6 million payment was made during the current quarter related to an amendment of an Australia tax return, which resulted in the removal of the associated uncertain tax position from the Consolidated Balance Sheet. This payment had no impact on the current quartermonths ended April 1, 2022 were U.S. state income tax ~~provision or effective~~expense of $5.8 million, discrete foreign tax ~~rate.~~items of $5.2 million, none of which are individually significant, and U.S tax on foreign earnings of $1.3 million.

The Company's effective tax rates from continuing operations for the ~~nine~~six months ended ~~July~~March 31, 2023 and April 1, 2022 were 15.4% and ~~July 2, 2021~~19.1%, respectively. The most significant items contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0% and the Company’s effective tax rate for the six months ended March 31, 2023 were ~~20.4%~~net tax benefits of $39.0 million mostly related to UTPs mentioned above and ~~33.4%, respectively, with the decrease primarily due to~~ a ~~current year~~ tax benefit of ~~$15.4~~$8.6 million ~~related to~~for the release of previously valued foreign tax credits, partly offset by U.S. state income tax expense of $10.5 million and U.S. tax on foreign earnings of $8.2 million. The most significant items contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0% and the Company's effective tax rate for the six months ended April 1, 2022 were a net tax benefit of $12.6 million from the change in valuation ~~allowance on~~allowances for previously valued foreign tax credits and ~~$9.1~~India’s minimum alternate tax credit and a tax benefit of $4.9 million related to the reversal of intercompany withholding tax noted above, as well as the absence of prior year expenses related to the United Kingdom’s change in tax rate mentioned above and certain non-deductible pre-tax compensation charges associated with our investment in PA Consulting,filing amended state returns, partly offset by ~~the absence~~U.S. state income tax expense of ~~the benefit from the change in the Company’s assertion about indefinite reinvestment~~$8.9 million and U.S. tax on foreign earnings of ~~certain foreign unremitted earnings in India in fiscal 2021.~~$4.0 million.



The amount of income taxes the Company pays is subject to ongoing audits by tax jurisdictions around the world. In the normal course of business, the Company isis subject to examination by tax authorities throughout the world, including such major jurisdictions as Australia, Canada, India, the Netherlands, the United Kingdom and the United States. Our estimate of the potential outcome of any uncertain tax issue is subject to our assessment of the relevant risks, facts, and circumstances existing at the time. The Company believes that it has adequately provided for reasonably foreseeable outcomes related to these matters. However, future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, which may impact our effective tax rate.

~~11.~~10. Joint Ventures, VIEs and Other Investments

~~We execute certain contracts jointly with third parties through various forms of joint ventures. Although~~For the joint ventures own and hold the contracts with the clients, the services required by the contracts are typically performed by us and our joint venture partners, or by other subcontractors under subcontracting agreements with the joint ventures. Many of these joint ventures are formed for a specific project. The assets of our joint ventures generally consist almost entirely of cash and receivables (representing amounts due from clients), and the liabilities of our joint ventures generally consist almost entirely of amounts due to the joint venture partners (for services provided by the partners to the joint ventures under their individual subcontracts) and other subcontractors. Many of the joint ventures are deemed to beCompany's consolidated variable interest entities ~~(“VIE”~~("VIE") ~~because they lack sufficient equity to finance the activities of the joint venture.~~

The assets of a joint venture are restricted for use to the obligations of the particular joint venture and are not available for general operations of the Company. Our risk of loss on these arrangements is usually shared with our partners. The liability of each partner is usually joint and several, which means that each partner may become liable for the entire risk of loss on the project. Furthermore, on some of our projects, the Company has granted guarantees that may encumber both our contracting subsidiary company and the Company for the entire risk of loss on the project. The Company is unable to estimate the maximum potential amount of future payments that we could be required to make under outstanding performance guarantees related to joint venture projects due to a number of factors, including but not limited to, the nature and extent of any contractual defaults by our joint venture partners, resource availability, potential performance delays caused by the defaults, the location of the projects, and the terms of the related contracts. Refer to Note 19 - ~~Commitments and Contingencies and Derivative Financial Instruments~~ ~~for further discussion relating to performance guarantees.~~

~~For consolidated~~ joint ventures, the entire amount of the services performed, and the costs associated with these services, including the services provided by the other joint venture partners, are included in the Company's results of operations. Likewise, the entire amount of each of the assets and liabilities are included in the Company’s Consolidated Balance Sheets. For the consolidated VIEs, the carrying value of assets and liabilities was ~~$359.0~~$362.6 million and ~~$221.2~~$223.7 million, respectively, as of ~~July 1, 2022~~March 31, 2023 and ~~$289.8~~$353.9 million and ~~$220.8~~$228.1 million, respectively, as of ~~October 1, 2021.~~September 30, 2022. There are no consolidated VIEs that have debt or credit facilities.

~~Page 20~~

~~JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

~~On March 2, 2021, Jacobs completed~~For the strategic investment of a 65% interest in PA Consulting, a UK-based leading innovation and transformation consulting firm. The remaining 35% interest was acquired by PA Consulting employees. PA Consulting is accounted for as a consolidated subsidiary under U.S. GAAP accounting rules. See Note 15 - ~~PA Consulting Business Combination~~ ~~for more discussion on the acquisition.~~

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

~~For the~~Company's proportionate consolidated VIEs, the carrying value of assets and liabilities was ~~$113.1~~$123.5 million and ~~$134.4~~$139.8 million, respectively, as of ~~July 1, 2022,~~March 31, 2023, and ~~$115.1~~$109.3 million and ~~$129.5~~$129.2 million, respectively, as of October 1, 2021. For those joint ventures accounted for under the equity method, the Company's investment balances for the joint venture are included in Other Noncurrent Assets: Miscellaneous on the balance sheet and the Company’s pro rata share of net income is included in revenue. In limited cases, there are basis differences between the equity in the joint venture and the Company's investment created when the Company purchased its share of the joint venture. These basis differences are amortized based on an internal allocation to underlying net assets, excluding allocations to goodwill. As of July 1, 2022, the Company’s equity method investments exceeded its share of venture net assets by $36.1 million. September 30, 2022.

Our investments in equity method joint ventures on the Consolidated Balance Sheets (reported in Other Noncurrent Assets: Miscellaneous) as of ~~July 1,~~March 31, 2023 and September 30, 2022 ~~and October 1, 2021~~ were ~~$98.5~~$54.3 million and ~~$121.3~~$56.6 million, respectively. ~~During the three months ended July 1, 2022 and July 2, 2021, we recognized~~Additionally, income from equity method joint ventures ~~of $10.8~~(reported in Revenue) was $7.5 million and ~~$16.6~~$12.5 million, ~~respectively. During~~respectively, during the ~~nine~~three months ended ~~July~~March 31, 2023 and April 1, 2022, with $17.5 million and ~~July 2, 2021, we recognized income from~~$19.3 million, respectively, reporting in the corresponding six month periods. As of March 31, 2023, the Company does not have any material equity method ~~joint ventures~~investments that exceed its share of ~~$30.1 million and $46.9 million, respectively.~~venture net assets.

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Accounts receivable from unconsolidated joint ventures accounted for under the equity method ~~is $23.2~~was $19.3 million and ~~$19.7~~$21.1 million as of ~~July 1,~~March 31, 2023 and September 30, 2022, ~~and October 1, 2021,~~ respectively.

The Company held a 24.5% interest in AWE Management Ltd ("AWE ML") that was accounted for under the equity method. AWE ML was previously under a contractual operating arrangement with the UK Ministry of Defence (MoD) with multiple years remaining under the arrangement, and during fiscal 2021, the MoD unexpectedly announced plans to change its operating agreements with AWE ML that resulted in the early termination of the contract in 2021. During the nine months ended July 2, 2021, the Company recorded an other-than-temporary impairment charge on its investment in AWE ML in the amount of $38.9 million, which was included in miscellaneous income (expense), net in the Consolidated Statement of Earnings as a result of the contract termination.

The Company held a cost method investment in C3.ai, Inc. ("C3") and in the first quarter of fiscal 2021, C3 completed an initial public offering and as a result the Company carried its investment in C3 at fair value, with changes reflected in net income as it is an investment in equity securities with a readily determinable fair value based on quoted market prices. During fiscal 2021 and subsequent to the IPO, the Company sold all shares owned in C3. Dividend income, unrealized gains and related realized gains on disposal of these shares of $49.6 million were recognized in miscellaneous income (expense), net, in the Consolidated Statement of Earnings for the nine months ended July 2, 2021.

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~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

~~12.~~11. Borrowings

At ~~July 1,~~March 31, 2023 and September 30, 2022, ~~and October 1, 2021,~~ long-term debt consisted of the following (principal amounts in thousands):


		Interest Rate	Maturity	July 1, 2022		October 1, 2021			Interest Rate	Maturity	March 31, 2023		September 30, 2022
Revolving Credit Facility	Revolving Credit Facility	Benchmark + applicable margin (1) (2)	March 2024	$	1,172,794	$	327,794	Revolving Credit Facility	Benchmark + applicable margin (1) (2)	February 2028	$	1,077,794	$	1,105,294
2021 Term Loan Facility		Benchmark + applicable margin (1) (3)	March 2024	986,760		1,081,724
2021 Term Loan Facility - US Portion								2021 Term Loan Facility - US Portion	Benchmark + applicable margin (1) (3)	February 2026	200,000		200,000
2021 Term Loan Facility - GBP Portion								2021 Term Loan Facility - GBP Portion	Benchmark + applicable margin (3)	September 2025	802,295		723,580
2020 Term Loan Facility	2020 Term Loan Facility	Benchmark + applicable margin (1) (4)	March 2025 (5)	916,433		988,940		2020 Term Loan Facility	Benchmark + applicable margin (1) (4)	March 2025 (7)	882,789		882,263
Fixed-rate notes due:	Fixed-rate notes due:							Fixed-rate notes due:
Bonds, Sustainability-Linked								Bonds, Sustainability-Linked	5.9% (5)	March 2033	500,000		—

Senior Notes, Series A	Senior Notes, Series A	4.27%	May 2025	190,000		190,000		Senior Notes, Series A	4.27%	May 2025 (6)	—		190,000
Senior Notes, Series B	Senior Notes, Series B	4.42%	May 2028	180,000		180,000		Senior Notes, Series B	4.42%	May 2028 (6)	—		180,000
Senior Notes, Series C	Senior Notes, Series C	4.52%	May 2030	130,000		130,000		Senior Notes, Series C	4.52%	May 2030 (6)	—		130,000
Less: Current Portion (5)				(51,630)		(53,456)
Less: Current Portion (7)								Less: Current Portion (7)			(51,735)		(50,415)
Less: Deferred Financing Fees	Less: Deferred Financing Fees			(3,863)		(5,069)		Less: Deferred Financing Fees			(8,672)		(3,466)
Total Long-term debt, net	Total Long-term debt, net			$	3,520,494	$	2,839,933	Total Long-term debt, net			$	3,402,471	$	3,357,256

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

(2)Depending on the Company’s Consolidated Leverage Ratio ~~(as~~or Debt Rating (each as defined in the credit agreement governing the Revolving Credit ~~Facility (defined below))~~Facility), U.S. dollar denominated borrowings under the Revolving Credit Facility bear interest at either a ~~eurocurrency~~SOFR rate plus a margin of between ~~0.875%~~0.975% and ~~1.625%~~1.725% or a base rate plus a margin of between 0% and 0.625%. The applicable SOFR rates, or LIBOR ~~rates~~rate for the prior fiscal year end, including applicable margins at ~~July 1,~~March 31, 2023 and September 30, 2022 ~~and October 1, 2021~~ were approximately ~~2.62%~~6.24% and ~~1.45%~~4.08%. Borrowings denominated in British pounds bear interest at an adjusted SONIA rate plus a margin of between ~~0.875%~~0.908% and ~~1.625%~~1.658%. There were no amounts drawn in British pounds as of ~~July 1, 2022.~~March 31, 2023.

(3)Depending on the Company’s Consolidated Leverage Ratio ~~(as~~or Debt Rating (each as defined in the credit agreement governing the 2021 Term Loan ~~Facility (defined below))~~Facility), U.S. dollar denominated borrowings under the 2021 Term Loan Facility bear interest at either a ~~eurocurrency~~SOFR rate plus a margin of between ~~0.875%~~0.975% and ~~1.625%~~1.725% or a base rate plus a margin of between 0% and 0.625%. The applicable SOFR, or LIBOR rate for the prior fiscal year end, including applicable margins for borrowings denominated in U.S. dollars at ~~July 1,~~March 31, 2023 and September 30, 2022 ~~and October 1, 2021~~ was approximately ~~2.53%~~6.23% and ~~1.43%~~4.06%. Borrowings denominated in British pounds bear interest at an adjusted SONIA rate plus a margin of between ~~0.875%~~0.908% and ~~1.625%~~1.658%, which was approximately ~~2.60%~~5.58% and 3.60% at ~~July 1, 2022.~~March 31, 2023 and September 30, 2022, respectively.

(4)Depending on the Company’s Consolidated Leverage Ratio ~~(as~~or Debt Rating (each as defined in the credit agreement governing the 2020 Term Loan ~~Facility (defined below))~~Facility), U.S. dollar denominated borrowings under the 2020 Term Loan Facility bear interest at either a ~~eurocurrency~~SOFR rate plus a margin of between ~~0.875%~~0.975% and ~~1.5%~~1.725% or a base rate plus a margin of between 0% and ~~0.5%~~0.625%. The applicable SOFR, or LIBOR ~~rates~~rate for the prior fiscal year end, including applicable margins for borrowings denominated in U.S. dollars at ~~July 1,~~March 31, 2023 and September 30, 2022 ~~and October 1, 2021~~ were approximately ~~3.04%~~6.28% and ~~1.45%~~4.49%. Borrowings denominated in British pounds bear interest at an adjusted SONIA rate plus a margin of between ~~0.875%~~0.908% and ~~1.625%~~1.658%, which was approximately ~~2.60%~~5.58% and 3.60% at ~~July 1, 2022.~~March 31, 2023 and September 30, 2022, respectively.

(5)From and including September 1, 2028 (the “First Step Up Date”), the interest rate payable on the Bonds (as defined below) will be increased by an additional 12.5 basis points to 6.025% per annum (the “First Step Up Interest Rate”) unless the Company notifies the Trustee (as defined below) on or before the date that is 15 days prior to the First Step Up Date that the Percentage of Gender Diversity Performance Target (as defined in the First Supplemental Indenture (as defined below)) has been satisfied and receives a

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

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

(7)The 2020 Term Loan requires quarterly principal repayments of 1.25%, or $9.125 million and £3.125 million, of the aggregate initial principal amount borrowed.

Revolving Credit Facility and Term Loans

On February 7, 2014, Jacobs and certain of its subsidiaries entered into a $1.6 billion long-term unsecured, revolving credit facility (as amended, the “2014 Revolving Credit Facility”) with a syndicate of U.S. and international banks and financial institutions. On March 27, 2019, the Company entered into a second amended and restated credit agreement (the "Revolving Credit Facility"), which amended and restated the 2014 Revolving Credit Facility by, among other things, (a) extending the maturity date of the credit facility to March 27, 2024, (b) increasing the facility amount to $2.25 billion (with an accordion feature that allows a further increase of the facility amount up to $3.25 billion), (c) eliminating the covenants restricting investments, joint ventures and acquisitions by the Company and its subsidiaries and (d) adjusting the financial covenants to eliminate the net worth covenant upon the removal of the same covenant from the Company’s existing Note Purchase Agreement (defined below). ~~We were in compliance with~~On February 6, 2023, the ~~covenants~~Company amended and restated the Revolving Credit Facility to, among other things: (a) extend the maturity date to February 6, 2028, (b) replace and adjust interest rates based on market conditions and incorporate a sustainability-linked pricing adjustment, (c) increase the Consolidated Leverage Ratio financial covenant to 3.50:1.00 (subject to temporary increases to 4.00:1.00 following the closing of certain material acquisitions), (d) eliminate the net worth financial covenant, and (e) add Jacobs Solutions Inc. as a guarantor of the obligations of JEGI and its subsidiaries under the Revolving Credit ~~Facility at July 1, 2022.~~

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~~JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

Facility.

The Revolving Credit Facility permits the Company to borrow ~~under 2 separate tranches~~ in U.S. dollars, certain specified foreign currencies, and any other currency that may be approved in accordance with the terms of the Revolving Credit Facility. The Revolving Credit Facility also provides for a financial letter of credit sub facility of $400.0 million, permits performance letters of credit, and provides for a ~~$50.0~~$100.0 million sub facility for swing line loans. Letters of credit are subject to fees based on the Company’s Consolidated Leverage ~~Ratio.~~Ratio and Debt Rating, whichever is more favorable to the Company. The Company pays a facility fee of between ~~0.08%~~0.10% and ~~0.23%~~0.25% per annum depending on the Company’s Consolidated Leverage ~~Ratio.~~Ratio and Debt Rating.

On January 20, 2021, the Company entered into an unsecured delayed draw term loan facility (the “2021 Term Loan Facility”) with a syndicate of financial institutions as lenders. Under the 2021 Term Loan Facility, the Company borrowed an aggregate principal amount of $200.0 million and £650.0 million. The proceeds of the term loans were used primarily to fund the Company's investment in PA Consulting. The 2021 Term Loan Facility contains affirmative and negative covenants and events of default customary for financings of this type that are consistent with those included in the Revolving Credit Facility and the 2020 Term Loan Facility. On February 6, 2023, the Company amended and restated the 2021 Term Loan Facility to, among other things: (a) extend the maturity date of the U.S. dollar term loan to February 6, 2026 and the British sterling term loan to September 1, 2025, (b) replace and adjust interest rates based on market conditions and incorporate a sustainability-linked pricing adjustment, (c) increase the Consolidated Leverage Ratio financial covenant to 3.50:1.00 (subject to temporary increases to 4.00:1.00 following the closing of certain material acquisitions), (d) eliminate the net worth financial covenant, and (e) add Jacobs as a guarantor of the obligations of JEGI under the 2021 Term Loan Facility.

On March 25, 2020, the Company entered into an unsecured term loan facility (the “2020 Term Loan Facility”) with a syndicate of financial institutions as lenders. Under the 2020 Term Loan Facility, the Company borrowed an aggregate principal amount of $730.0 million and one of the Company's U.K. subsidiaries borrowed an aggregate principal amount of £250.0 million. The proceeds of the term loans were used to repay an existing term loan with a maturity date of June 2020 and for general corporate purposes. The 2020 Term Loan Facility contains affirmative and negative covenants and events of default customary for financings of this type that are consistent with those included in the Revolving Credit Facility.

~~During fiscal 2020,~~ On February 6, 2023, the Company ~~entered into interest rate and cross currency derivative contracts to swap a portion of our variable rate debt to fixed rate debt. See Note 19-~~ ~~Commitments and Contingencies and Derivative Financial Instruments~~ ~~for discussion regarding the Company's derivative instruments.~~

On January 20, 2021, the Company entered into an unsecured delayed draw term loan facility (the “2021 Term Loan Facility”) with a syndicate of financial institutions as lenders. Under the 2021 Term Loan Facility, the Company borrowed an aggregate principal amount of $200.0 million and £650.0 million. The proceeds of the term loans were used primarily to fund the Company's investment in PA Consulting. The 2021 Term Loan Facility contains affirmative and negative covenants and events of default customary for financings of this type that are consistent with those included in the Revolving Credit Facility andamended the 2020 Term Loan ~~Facility.~~Facility to, among other things: (a) replace and adjust interest rates based on market conditions and incorporate a sustainability-linked pricing adjustment, (b) increase the Consolidated Leverage Ratio financial covenant to 3.50:1.00 (subject to temporary increases to 4.00:1.00 following the closing of certain material acquisitions), (c) eliminate the net worth financial covenant, and (d) add Jacobs as a guarantor of the obligations of JEGI and Jacobs U.K.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

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

We were in compliance with the covenants under the Revolving Credit Facility and Term Loan Facilities at ~~July~~March 31, 2023.

Bonds, Sustainability-Linked

On February 16, 2023, JEGI completed an offering of $500 million aggregate principal amount of Sustainability-Linked Senior Notes due 2033 (the “Bonds”). The Bonds are fully and unconditionally guaranteed by the Company (the “Guarantee”). The Bonds and the Guarantee were offered pursuant to a prospectus supplement, dated February 13, 2023, to the prospectus dated February 6, 2023, that forms a part of the Company's and JEGI’s automatic shelf registration statement on Form S-3ASR previously filed with the Securities and Exchange Commission, and were issued pursuant to an Indenture, dated as of February 16, 2023, between JEGI, as issuer, the Company, as guarantor, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of February 16, 2023 (the “First Supplemental Indenture”). Interest on the Bonds is payable semi-annually in arrears on each March 1 ~~2022.~~and September 1, commencing on September 1, 2023, until maturity. The Bonds bear interest at 5.9% per annum, subject to adjustments, as discussed in note (5) to the table above.

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

Senior Notes, Series A, B and C

On March 12, 2018, ~~Jacobs~~the Company entered into a note purchase agreement (as amended, the "Note Purchase Agreement") with respect to the issuance and sale in a private placement transaction of $500 million in the aggregate principal amount of the Company’s senior notes in three series (collectively, ~~the~~ “Senior Notes”). ~~The Note Purchase Agreement provides that if~~In connection with the ~~Company's consolidated leverage ratio exceeds a certain amount,~~Holding Company Reorganization, which was completed in August 2022, the ~~interest on the~~Company launched an offer to repurchase its outstanding Senior Notes ~~may increase by 75 basis points. The~~at par plus accrued and unpaid interest, and without any make-whole premium. In fiscal first quarter 2023, the Company repurchased $481 million of Senior Notes ~~may be prepaid at any time subject to a make-whole premium. The sale of~~held by holders who accepted the ~~Senior Notes closed on May 15, 2018. The Company used the net~~offer with proceeds from the ~~offering~~Revolving Credit Facility. In December 2022, the Company repurchased the remaining $19 million of Senior Notes to repay certain existing indebtedness and for other general corporate purposes. The Note Purchase Agreement contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, covenants to maintain a minimum consolidated net worth and maximum consolidated leverage ratio and limitations on certain other liens, mergers, dispositions and transactions with affiliates. In addition, the Note Purchase Agreement contains customary events of default. We were in compliance with the covenants under the Note Purchase Agreement at July 1, 2022.Notes.

We believe the carrying value of the Revolving Credit Facility, the Term Loan Facilities and other debt outstanding approximates fair value based on the interest rates and scheduled maturities applicable to the outstanding borrowings. The fair value of the ~~Senior Notes~~Bonds is estimated to be ~~$486.9~~$497.1 million at ~~July 1, 2022,~~March 31, 2023, based on Level 2 inputs. The fair value is determined by discounting future cash flows using interest rates available for issuances with ~~similar~~similar terms and average maturities.

Other arrangements

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

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

The Company has issued $1.3 million in letters of credit under the Revolving Credit Facility, leaving ~~$1.08~~$1.17 billion of available borrowing capacity under the Revolving Credit Facility at ~~July 1, 2022.~~March 31, 2023. In addition, the Company had issued ~~$285.6~~$321.1 million under separate, committed and uncommitted letter-of-credit facilities for total issued letters of credit of ~~$286.9~~$322.4 million at ~~July 1, 2022.~~March 31, 2023.

~~13.~~12. Leases

The Company’s right-of use assets and lease liabilities relate to real estate, project assets used in connection with long-term construction contracts, IT assets and vehicles. The Company’s leases have remaining lease terms of one year to thirteen years. The Company’s lease obligations are primarily for the use of office space and are primarily operating leases.

~~Page 23~~

~~JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

Certain of the Company’s leases contain renewal, extension, or termination options. The Company assesses each option on an individual basis and will only include options reasonably certain of exercise in the lease term. The Company generally considers the base term to be the term provided in the contract. None of the Company’s lease agreements contain material options to purchase the lease property, material residual value guarantees, or material restrictions or covenants.

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

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

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

~~Page 24~~

~~JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

The components of lease expense (reflected in selling, general and administrative expenses) for the three and ~~nine~~six months ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~ were as follows (in thousands):


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021			March 31, 2023		April 1, 2022		March 31, 2023		April 1, 2022
Lease expense	Lease expense									Lease expense

Operating lease expense	Operating lease expense	$	36,636	$	41,619	$	114,387	$	121,870	Operating lease expense	$	35,539	$	37,213	$	70,821	$	77,751
Variable lease expense	Variable lease expense	8,532		7,836		24,471		23,255		Variable lease expense	9,416		8,854		18,762		15,939
Sublease income	Sublease income	(3,745)		(2,493)		(11,335)		(9,422)		Sublease income	(4,414)		(3,922)		(8,820)		(7,590)
Total lease expense	Total lease expense	$	41,423	$	46,962	$	127,523	$	135,703	Total lease expense	$	40,541	$	42,145	$	80,763	$	86,100

Supplemental information related to the Company's leases for the ~~nine~~six months ended ~~July~~March 31, 2023 and April 1, 2022 was as follows (in thousands):


		Nine Months Ended			Six Months Ended
		July 1, 2022			March 31, 2023		April 1, 2022
Cash paid for amounts included in the measurements of lease liabilities	Cash paid for amounts included in the measurements of lease liabilities	$	173,639	Cash paid for amounts included in the measurements of lease liabilities	$	92,142	$	119,031

Right-of-use assets obtained in exchange for new operating lease liabilities	Right-of-use assets obtained in exchange for new operating lease liabilities	$	35,187	Right-of-use assets obtained in exchange for new operating lease liabilities	$	42,150	$	27,838

Weighted average remaining lease term - operating leases	Weighted average remaining lease term - operating leases	6.5 Years		Weighted average remaining lease term - operating leases	6.1 years		6.6 years

Weighted average discount rate - operating leases	Weighted average discount rate - operating leases	2.8%		Weighted average discount rate - operating leases	3.0%		2.7%

Total remaining lease payments under the Company's leases for the remainder of fiscal ~~2022~~2023 and for the succeeding years is as follows (in thousands):


Fiscal Year	Fiscal Year	Operating Leases		Fiscal Year	Operating Leases
2022		$	49,091
2023	2023	166,014		2023	$	88,355
2024	2024	149,989		2024	161,867
2025	2025	126,392		2025	135,506
2026	2026	108,277		2026	113,639
2027				2027	92,933
Thereafter	Thereafter	287,549		Thereafter	220,982
		887,312			813,282
Less Interest	Less Interest	(80,291)		Less Interest	(74,087)
		$	807,021		$	739,195

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

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

As a result of the analysis, the Company recognized an impairment ~~loss~~losses during the ~~nine month period~~three and six months ended March 31, 2023 of ~~fiscal 2022 of~~$10.1 million and $37.2 million, respectively, compared to $2.3 million and $74.6 million from the corresponding periods last year, which isare included in selling, general and administrative expenses in the accompanying statement of ~~earnings for the current year-to-date period.~~earnings. The impairment ~~loss~~losses recorded ~~includes~~include $32.4 million and $56.6 million related to right-of-use lease assets and $4.8 million and $18.0 million related to other long-lived assets, including property, equipment and improvements and leasehold ~~improvements.~~improvements for the fiscal 2023 and 2022 periods, respectively.

~~Page 25~~

~~JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

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

~~14.~~13. Pension and Other Postretirement Benefit Plans

The following table presents the components of net periodic pension benefit recognized in earnings during the three and ~~nine~~six months ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~ (in thousands):


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021			March 31, 2023		April 1, 2022		March 31, 2023		April 1, 2022
Component:	Component:									Component:
Service cost	Service cost	$	1,709	$	1,735	$	5,127	$	5,206	Service cost	$	1,748	$	1,709	$	3,496	$	3,418
Interest cost	Interest cost	13,784		11,785		41,352		35,354		Interest cost	20,233		13,784		40,466		27,568
Expected return on plan assets	Expected return on plan assets	(23,263)		(25,427)		(69,789)		(76,282)		Expected return on plan assets	(21,091)		(23,263)		(42,182)		(46,526)
Amortization of previously unrecognized items	Amortization of previously unrecognized items	3,092		4,032		9,276		12,095		Amortization of previously unrecognized items	1,304		3,092		2,608		6,184

Total net periodic pension benefit recognized		$	(4,678)	$	(7,875)	$	(14,034)	$	(23,627)
Total net periodic pension benefit cost/(income) recognized										Total net periodic pension benefit cost/(income) recognized	$	2,194	$	(4,678)	$	4,388	$	(9,356)

The service cost component of net periodic pension benefit is presented in the same line item as other compensation costs (direct cost of contracts and selling, general and administrative expenses) and the other components of net periodic pension expense are presented in miscellaneous income (expense), net on the Consolidated Statements of Earnings.

The following table presents certain information regarding the Company’s cash contributions to our pension plans for fiscal ~~2022~~2023 (in thousands):


Cash contributions made during the first ~~nine~~six months of fiscal ~~2022~~2023	$	~~23,459~~14,793
Cash contributions projected for the remainder of fiscal ~~2022~~2023	~~6,697~~11,858
Total	$	~~30,156~~26,651

Page 2624

JACOBS ~~ENGINEERING GROUP~~SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

~~15.~~14. PA Consulting Business Combination

Deal Summary ~~Opening Balance Sheet and Pro Forma Financial Information~~

On March 2, 2021, Jacobs completed the strategic investment of a 65% interest in PA Consulting, a UK-based leading innovation and transformation consulting firm. The total consideration paid by the Company was $1.7 billion, funded through cash on hand, proceeds from a new term loan and draws on the Company's existing Revolving Credit Facility. ~~Further, in connection with the transaction, an estimated additional $261 million in investment proceeds had not yet been distributed at the investment date~~ ~~due~~ to continuing employment requirements of associated management owners. Consequently, this amount represented compensation expense incurred related to the investment that was expensed subsequent to the date of the transaction, and was reflected in selling, general and administrative expense and cash from operations for the fiscal year ended October 1, 2021. Approximately $267 million was recorded in the second quarter of fiscal 2021, with approximately $6 million of the estimated charges forfeited by employees that left the Company before payment and the net cash impact recorded in the third quarter of fiscal 2021. The remaining 35% interest was acquired by PA Consulting employees, whose redeemable noncontrolling interests had a fair value of $582.4 million on the closing date, including subsequent purchase accounting adjustments. PA Consulting is accounted for as a consolidated subsidiary and as a separate operating segment. See Note ~~12 -~~11- Borrowings for more discussion on the financing for the transaction.

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


~~Assets~~
~~Cash and cash equivalents~~	$	~~134.9~~
~~Receivables~~	~~166.5~~
~~Property, equipment and improvements, net~~	~~40.5~~
~~Goodwill~~	~~1,454.0~~
~~Identifiable intangible assets~~	~~1,004.2~~
~~Prepaid expenses and other current assets~~	~~9.5~~
~~Miscellaneous long term assets~~	~~84.0~~
~~Total Assets~~	$	~~2,893.6~~

~~Liabilities~~
~~Accounts payable~~	$	~~6.5~~
~~Accrued liabilities and other current liabilities~~	~~354.8~~
~~Other long term liabilities~~	~~248.0~~
~~Total Liabilities~~	~~609.3~~
~~Redeemable Noncontrolling interests~~	~~582.4~~
~~Net assets acquired~~	$	~~1,701.9~~

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

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

~~Page 27~~

~~JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

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


	~~For the Nine Months Ended~~
	~~July 2, 2021~~
~~Revenues~~	$	~~10,917.8~~
~~Net earnings (loss) of the Group~~	$	~~624.1~~
~~Net earnings attributable to Jacobs~~	$	~~503.2~~
~~Net earnings attributable to Jacobs per share:~~
~~Basic earnings per share~~	$	~~3.86~~
~~Diluted earnings per share~~	$	~~3.83~~

~~Income tax expense for the nine-month pro forma period ended~~ ~~July 2, 2021~~ was ~~$(231.3) million.~~

~~Page 28~~

~~JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

Redeemable Noncontrolling Interests

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

During the first ~~and third quarters~~half of fiscal 2023 and 2022, PA Consulting repurchased certain shares of the redeemable noncontrolling interest holders for ~~$35.1~~$58.4 million and ~~$11.0~~$35.1 million, respectively, in cash and during the third quarter of fiscal 2022, PA Consulting issued certain shares of redeemable noncontrolling interest holders for $49.7 million. The difference between the cash purchase prices and the recorded book values of these repurchased and issued interests was recorded in the Company’s consolidated retained earnings.

During the third quarter of fiscal 2021, updates to the Company’s preliminary opening balance sheet fair value estimates of the redeemable noncontrolling interests resulted in an offsetting decrease and increase in fair value of the preference share and common share components of the interests by $57.3 million, respectively, with the corresponding redemption value adjustment associated with the preference share portion decreasing consolidated retained earnings and earnings per share by $0.44. See Note 6- ~~Earnings Per Share and Certain Related Information. The results of these adjustments had no impact on the Company’s overall results of operations, financial position, or cash flows.~~cash.

Changes in the redeemable noncontrolling interests during the ~~nine~~six months ended ~~July 1, 2022~~March 31, 2023 are as follows (in thousands):

Balance at ~~October 1, 2021~~September 30, 2022

~~657,722~~632,522

Accrued Preferred Dividend to Preference Shareholders

~~51,293~~33,786

Attribution of Preferred Dividend to Common Shareholders

~~(51,293)~~(33,786)

Net ~~income~~earnings attributable to redeemable noncontrolling interests to Common Shareholders

~~27,246~~12,855

Redeemable Noncontrolling interests redemption value adjustment

~~30,152~~44,494

Repurchase of redeemable noncontrolling interests

~~(53,834)~~(69,690)

~~Issuance of redeemable noncontrolling interests~~

~~54,884~~

Cumulative translation adjustment and other

~~(51,651)~~45,826

Balance at ~~July 1, 2022~~March 31, 2023

~~664,519~~666,007

In addition, certain employees and ~~nonemployees~~non-employees of PA Consulting are eligible to receive equity-based incentive grants in the future under the terms of the applicable agreements. During first six months of fiscal 2023 and 2022, the Company recorded $1.1 million and $1.0 million, respectively, in expenses associated with these agreements which is reflected in selling, general and administrative expenses in the consolidated statements of earnings.

~~Employee Benefit Trust~~Restricted Cash

The Company, through its investment in PA Consulting, ~~is party to an employee benefit trust that is a separately administered discretionary trust for the benefit of employees~~held $2.3 million and ~~is consolidated under U.S. GAAP. At July 1,~~$13.7 million at March 31, 2023 and September 30, 2022, t~~he Company held $12.0 million~~respectively, in cash ~~within the employee benefit trust~~ that is restricted from general use and is included in prepaid expenses and other current assets on the Consolidated Balance ~~Sheet.~~Sheets.

Page 2925

JACOBS ~~ENGINEERING GROUP~~SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

~~16.~~15. Other Business Combinations

StreetLight Data, Inc.

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


Assets
Cash and cash equivalents	$	7.3
Receivables	5.2
Property, equipment and improvements, net	0.1
Goodwill	~~116.7~~116.4
Identifiable intangible assets	105.1
Prepaid expenses and other current assets	2.0
Total Assets	$	~~236.4~~236.1

Liabilities
Accounts payable, accrued expenses and other current liabilities	$	23.1
Other long term liabilities	~~16.4~~16.1
Total Liabilities	~~39.5~~39.2
Net assets acquired	$	196.9

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

~~The final purchase price allocation could result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill.~~

Identifiable intangibles are technology, data and customer relationships, contracts and backlog and have estimated lives of 7,5, 4 and 9 years, respectively.

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

Page 3026

JACOBS ~~ENGINEERING GROUP~~SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

BlackLynx

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


Assets
Cash and cash equivalents	$	5.1
Receivables	7.7
Property, equipment and improvements, net	0.8
Goodwill	~~197.2~~195.8
Identifiable intangible assets	51.1
Prepaid expenses and other current assets	3.2
~~Miscellaneous long term assets~~	~~12.9~~
Total Assets	$	~~278.0~~263.7

Liabilities
Accounts payable, accrued expenses and other current liabilities	$	19.5
Other long term liabilities	~~23.1~~8.8
Total Liabilities	~~42.6~~28.3
Net assets acquired	$	235.4

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

~~The final purchase price allocation could result in additional adjustments to certain assets and liabilities, including the residual amount allocated to goodwill.~~

Identifiable intangibles are technology and customer relationships, contracts and backlog and have estimated lives of ~~11 years~~8 and 64 years, respectively.

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

~~Page 31~~

~~JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

~~Buffalo Group~~

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


~~Assets~~
~~Cash and cash equivalents~~	$	~~8.4~~
~~Receivables~~	~~19.2~~
~~Property, equipment and improvements, net~~	~~2.3~~
~~Goodwill~~	~~130.7~~
~~Identifiable intangible assets~~	~~74.0~~
~~Prepaid expenses and other current assets~~	~~6.2~~
~~Total Assets~~	$	~~240.8~~

~~Liabilities~~
~~Accounts payable, accrued expenses and other current liabilities~~	$	~~46.9~~

~~Other long term liabilities~~	~~3.8~~
~~Total Liabilities~~	~~50.7~~
~~Net assets acquired~~	$	~~190.1~~

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

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

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

~~17. Sale of Energy, Chemicals and Resources ("ECR") Business~~

On April 26, 2019, Jacobs completed the sale of its ECR business to Worley for a purchase price of $3.4 billion consisting of (i) $2.8 billion in cash plus (ii) 58.2 million ordinary shares of Worley, subject to adjustments for changes in working capital and certain other items (the “ECR sale”).

As a result of the ECR sale, substantially all ECR-related assets and liabilities were sold (the "Disposal Group"). We determined that the Disposal Group should be reported as discontinued operations in accordance with ASC 210-05, ~~Discontinued Operations~~ because their disposal represent a strategic shift that had a major effect on our operations and financial results. As such, the financial results of the ECR business are reflected in our unaudited Consolidated Statements of Earnings as discontinued operations for all periods presented.

~~As a result of the ECR sale, the Company recognized a pre-tax gain~~ ~~of approximately $1.1 billion, $935.1 million of which was recognized in fiscal 2019,$110.2 million~~ ~~in fiscal 2020 and~~ ~~$15.6 million~~ ~~for the year ended October 1, 2021.~~

~~Page 32~~

~~JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

In the second quarter of fiscal 2021, the Company received final working capital settlement proceeds of $36.4 million from Worley and as such, recorded a pre-tax gain of $15.6 million. Offsetting the proceeds from the settlement to arrive at the net gain amount were previously recorded accounts receivable from Worley.

~~Investment in Worley Stock~~

As discussed above, the Company held ordinary shares of Worley that it received in connection with the ECR sale. Dividend income, realized gains and losses on sale and unrealized gains and losses on changes in fair value of Worley shares were recognized in miscellaneous income (expense), net in continuing operations prior to sale. The Company's investment in Worley was measured at fair value through net income as it was an equity investment with a readily determinable fair value based on quoted market prices and for the three and nine month periods ended July 2, 2021, the Company recognized $36.8 million and $102.6 million gains, respectively, associated with share price and currency changes on this investment. The nine months ended July 2, 2021 included Worley stock dividends of $9.8 million. The Company completed the sale of all ordinary shares of Worley it held in the fourth fiscal quarter of fiscal 2021.

~~18.~~16. Restructuring and Other Charges

During fiscal 2022, the Company implemented certain restructuring and integration initiatives relating to the StreetLight and BlackLynx acquisitions, the activities of which are expected to be substantially completed before the end of fiscal 2023. Also, during fiscal 2022 and continuing into fiscal 2023, the Company implemented further real estate rescaling efforts that were associated with its fiscal 2020 transformation program relating to real estate and other staffing initiatives. These initiatives are expected to continue ~~into~~through the remainder of fiscal 2023.

During fiscal 2021, the Company implemented certain restructuring and integration initiatives relating to the acquisition of Buffalo Group ~~acquisition and the~~LLC ("Buffalo Group") as well as integration related activities associated with our PA Consulting investment. The activities of the Buffalo Group initiative are substantially completed and the activities of the PA Consulting initiative are expected to end before the end of fiscal 2025.

~~Additionally, the Company recorded impairment charges on its investment in AWE ML during fiscal 2021. See related discussion in Note 11- Joint ventures, VIEs and other investments.~~

During fiscal 2019 and continuing into fiscal 2020, the Company implemented certain restructuring, separation and integration initiatives associated with the ECR sale, the acquisition of ~~The~~ KeyW Holding Corporation ~~("KeyW"~~('KeyW"), and other related cost reduction initiatives. Additionally, in fiscal 2020, the Company implemented certain restructuring and integration initiatives associated with the acquisition of John Wood Group's nuclear business. The restructuring activities

Page 27

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

and related costs were comprised mainly of separation and lease abandonment and sublease programs, while the separation and integration activities and costs were mainly related to the engagement of consulting services and internal personnel and other related costs dedicated to the Company’s ECR-business ~~separation and integration of KeyW and the John Wood Group’s nuclear business.~~separation. The activities of these initiatives have been substantially completed.

As part of the Company's acquisition of CH2M Hill Companies, Ltd. ("CH2M") during fiscal 2018, the Company implemented certain restructuring plans that were comprised mainly of severance and lease abandonment programs as well as integration activities involving the engagement of professional services and internal personnel dedicated to the Company's integration management efforts. ~~These~~The activities of these initiatives have ~~continued through fiscal 2021 and are expected to be~~been substantially ~~completed before the end of fiscal 2022.~~completed.

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

The following table summarizes the impacts of the Restructuring and other charges by ~~line of business ("LOB")~~reportable segment in connection with the CH2M, ~~acquisition,~~KeyW, John Wood Group's nuclear business, Buffalo Group, StreetLight and BlackLynx acquisitions, the PA Consulting investment, the ECR sale and the Company's transformation initiatives relating to real estate and other staffing programs ~~and the impairment and final exit activities of the AWE ML investment~~ for the three and ~~nine month periods~~six months ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~ (in thousands):

~~Page 33~~

~~JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021			March 31, 2023		April 1, 2022		March 31, 2023		April 1, 2022
Critical Mission Solutions	Critical Mission Solutions	$	(255)	$	921	$	4,361	$	4,840	Critical Mission Solutions	$	1,052	$	3,462	$	3,264	$	4,616
People & Places Solutions	People & Places Solutions	25		592		61,865		7,291		People & Places Solutions	5,869		671		33,186		61,840
Divergent Solutions										Divergent Solutions	3,630		—		5,212		—
PA Consulting	PA Consulting	759		1,351		2,475		14,449		PA Consulting	—		1,517		—		1,716
Corporate	Corporate	4,048		10,904		113,399		65,929		Corporate	2,289		102,514		5,622		109,352
Total	Total	$	4,577	$	13,768	$	182,100	$	92,509	Total	$	12,840	$	108,164	$	47,284	$	177,524
Amounts included in:	Amounts included in:									Amounts included in:
Operating profit (mainly SG&A) (1)	Operating profit (mainly SG&A) (1)	$	4,707	$	8,058	$	192,782	$	53,638	Operating profit (mainly SG&A) (1)	$	12,873	$	110,171	$	47,945	$	188,075
Other (Income) Expense, net (2)	Other (Income) Expense, net (2)	(130)		5,710		(10,682)		38,871		Other (Income) Expense, net (2)	(33)		(2,007)		(661)		(10,551)
		$	4,577	$	13,768	$	182,100	$	92,509		$	12,840	$	108,164	$	47,284	$	177,524

(1)Included in the ~~nine~~three and six month periods ended March 31, 2023 were $11.0 million and $38.7 million, respectively, and the six month period in fiscal 2022 included approximately $71.0 million in charges associated mainly with real estate impairments and related charges, the majority of which related to People and Places Solutions. Included in the three and six month periods ended ~~July~~April 1, 2022 was $91.3 million related to the final pre-tax settlement of the Legacy CH2M Matter ~~(as defined in Note 19 -~~ ~~Commitments and Contingencies and Derivative Financial Instruments~~)(defined below), net of previously recorded reserves and approximately $77 million in charges associated mainly with real estate impairments and related charges and $24.5 million in transformation and other charges, the majority of which related to People and Places Solutions.reserves.

(2)The ~~nine~~six month ~~period~~periods ended ~~July~~March 31, 2023 and April 1, 2022 included gains of ~~$(7.1)~~$0.7 million and $7.1 million, respectively, related to lease terminations. ~~The nine months ended July 2, 2021 included $38.9 million in charges related to the impairment of our AWE ML investment. See Note 20~~

Page 28

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - ~~Segment Information~~.(CONTINUED)

The activity in the Company’s accruals for Restructuring and other charges for the ~~nine~~six months ended ~~July 1, 2022~~March 31, 2023 is as follows (in thousands):


Balance at ~~October 1, 2021~~September 30, 2022	$	~~14,031~~4,137
Net Charges (Credits) ~~Charges~~ (1)	~~19,604~~8,581
Payments and other	~~(25,297)~~(9,603)
Balance at ~~July 1, 2022~~March 31, 2023	$	~~8,338~~3,115

(1) Excludes $162.5 million in other net charges mainly comprised of $91.3 million in charges and payments for the final pre-tax settlement of the Legacy CH2M Matter (net of previously recorded reserves) during the three months ended July 1, 2022, and $71.2$38.7 million associated mainly with real estate related impairments and other transformation activities described above during the ~~nine~~six months ended ~~July 1, 2022.~~March 31, 2023.

The following table summarizes the Restructuring and other charges by major type of costs for the three and ~~nine~~six months ended ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~ (in thousands):


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021			March 31, 2023		April 1, 2022		March 31, 2023		April 1, 2022
Lease Abandonments and Impairments ~~(1)~~	Lease Abandonments and Impairments ~~(1)~~	$	(32)	$	354	$	67,805	$	2,565	Lease Abandonments and Impairments ~~(1)~~	$	10,443	$	2,294	$	37,273	$	67,837
Voluntary and Involuntary Terminations	Voluntary and Involuntary Terminations	(76)		1,692		5,035		14,227		Voluntary and Involuntary Terminations	1,939		4,548		8,509		5,111
Outside Services	Outside Services	4,337		5,463		20,513		31,516		Outside Services	802		11,500		1,478		16,176
Other ~~(2)~~(1)	Other ~~(2)~~(1)	348		6,259		88,747		44,201		Other ~~(2)~~(1)	(344)		89,822		24		88,400
Total	Total	$	4,577	$	13,768	$	182,100	$	92,509	Total	$	12,840	$	108,164	$	47,284	$	177,524

(1)The ~~nine~~three and six month period in fiscal 2022 includes approximately $74.9 million in charges associated mainly with real estate related impairments and other transformation activities reflected in Lease Abandonments and Impairments.

~~(2)The nine month period~~periods ended ~~July~~April 1, 2022 amounts are comprised mainly of $91.3 million in other charges related to the final pre-tax settlement of the Legacy CH2M Matter, net of previously recorded reserves. ~~Also, the nine months ended July 2, 2021 included $38.9 million in Other charges associated with the impairment of our investment in AWE ML.~~

Cumulative amounts incurred to date under our various Restructuring and other activities described above by each major type of cost as of ~~July 1, 2022~~March 31, 2023 are as follows (in thousands):

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~~JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~


Lease Abandonments and Impairments	$	~~385,603~~424,875
Voluntary and Involuntary Terminations	~~149,777~~158,886
Outside Services	~~314,507~~317,811
Other	~~233,727~~208,289
Total	$	~~1,083,614~~1,109,861

~~19.~~17. Commitments and Contingencies and Derivative Financial Instruments

Derivative Financial Instruments

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

During fiscal 2022, the Company entered into two treasury lock agreements with an aggregate notional value of $500 million to manage its interest rate exposure to the anticipated issuance of fixed rate debt before December 2023. On February 13, 2023, the Company settled these treasury lock agreements and issued the Bonds in the aggregate principal amount of $500 million, which resulted in the receipt of cash and a gain of $37.4 million, before tax, which is being amortized to interest expense and recognized over the term of the Bonds. See Note 11- Borrowings for further discussion relating to the terms of the Bonds. The fair value of the treasury locks at September 30, 2022 was $40.9 million, all of which was included in current assets within receivables and contract assets on the consolidated balance sheet. The net gain on these instruments was $27.9 million and $30.8 million, net of tax, and is included in accumulated other comprehensive income as of March 31, 2023 and September 30, 2022, respectively.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The Company is party to interest rate swap agreements and a cross-currency swap agreement with notional values of $771.7 million and $~~766.7~~127.8 million, ~~and $127.8 million~~, respectively, as of ~~July 1, 2022~~March 31, 2023 to manage the interest rate exposure on our variable rate loans and the foreign currency exposure on our USD borrowings by a European subsidiary. By entering into the swap agreements, the Company converted the LIBOR and SONIA rate based liabilities into fixed rate liabilities and, for the cross currency swap, our LIBOR rate based borrowing in USD to a fixed rate Euro liability, for periods ranging from three and a half to ten years. ~~For U.S. dollar denominated interest rate swap agreements,~~During the ~~Company receives~~second quarter of fiscal 2023, the ~~one month LIBOR rate and pays monthly a fixed rate ranging from 0.704% to 1.116%. For interest rate swaps~~aggregate liability amounts denominated in ~~British pounds,~~U.S. dollars transitioned from underlying LIBOR benchmarked rates to the ~~Company receives~~ Secured Overnight Financing Rate ("SOFR") a ~~one month adjusted SONIA rate and pays a monthly fixed rate of 0.820%. Under~~nd the ~~cross currency swap agreement, the Company receives the one month LIBOR rate plus 0.875% in USD and pays monthly a Euro fixed rate of 0.726% to 0.746% for the term~~terms of the ~~swaps.~~swaps were amended accordingly. The swaps were designated as cash-flow hedges in accordance with ASC 815, Derivatives and Hedging. ~~See Note 4-~~ ~~New Accounting Pronouncements~~ ~~for additional discussion related to the application of SONIA to existing hedge contracts.~~ The fair value of the interest rate and cross currency swaps at ~~July 1,~~March 31, 2023 and September 30, 2022 was $91.3 million and ~~October 1, 2021 was~~ ~~$74.9 million~~ ~~and $(0.8)~~$128.2 million, respectively, of which ~~all~~ ~~$74.9 million~~ ~~is included in miscellaneous other assets on the Consolidated Balance Sheets at July 1, 2022. As of October 1, 2021, $(11.0) million is included in other deferred liabilities and~~ ~~$10.2 million~~ is included in miscellaneous other assets on the Consolidated Balance Sheets. The unrealized net gain (loss) on these interest rate and cross currency swaps was ~~$52.8~~$68.8 million and ~~$7.4~~$87.5 million, net of tax, and was included in accumulated other comprehensive income as of ~~July 1, 2022~~March 31, 2023 and ~~October 1, 2021,~~September 30, 2022, respectively.

Additionally, the Company held foreign exchange forward contracts in currencies that support our operations, including British Pound, Euro, Australian Dollar and other currencies, with notional values of $~~186.1~~720.9 million at ~~July 1, 2022~~March 31, 2023 and $~~506.5~~298.2 million at ~~October 1, 2021~~September 30, 2022. The length of these contracts currently ranges from one week to 12 ~~months.~~months. The fair value of the foreign exchange contracts at ~~July 1, 2022~~March 31, 2023 and ~~October 1, 2021~~September 30, 2022 was $~~(3.2)~~20.4 million and ~~$55.5~~$(3.2) million, respectively, which is included in within ~~accounts payable~~receivables and contract assets for the current period and rewithin accounts payable~~ceivables and contract assets~~ for the prior period on the Consolidated Balance Sheets and with associated income statement impacts included in miscellaneous income (expense) in the Consolidated Statements of Earnings. During the second quarter of fiscal 2022, the Company settled $66.7 million in cash related to certain Australian Dollar foreign exchange forward contracts and subsequently entered into a new Australian Dollar instrument with an equal notional value which was ultimately settled in the third quarter of fiscal 2022.

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

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~~JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

Contractual Guarantees and Insurance

In the normal course of business, we make contractual commitments (some of which are supported by separate guarantees) and on occasion we are a party in a litigation or arbitration proceeding. The litigation or arbitration in which we are involved includes personal injury claims, professional liability claims and breach of contract claims. Where we provide a separate guarantee, it is strictly in support of the underlying contractual commitment. Guarantees take various forms including surety bonds required by law, or standby letters of credit ("LOC" and also referred to as “bank guarantees”) or corporate guarantees given to induce a party to enter into a contract with a subsidiary. Standby LOCs are also used as security for advance payments or in various other transactions. The guarantees have various expiration dates ranging from an arbitrary date to completion of our work (e.g., engineering only) to completion of the overall project. We record in the Consolidated Balance Sheets amounts representing our estimated liability relating to such guarantees, litigation and insurance claims. Guarantees are accounted for in accordance with ASC 460-10, Guarantees, at fair value at the inception of the guarantee.

At ~~July 1,~~March 31, 2023 and September 30, 2022, ~~and October 1, 2021,~~ the Company had issued and outstanding ~~approximate~~ly~~$286.9~~approximately $322.4 million and ~~$263.8~~$280.5 million,, respectively, in LOCs and $~~2.2~~2.0 billion an~~d $2.1~~and $2.2 billion, respectively, in surety bonds.

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

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

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

most states within the United States, as well as by various government agencies representing jurisdictions outside the United States.

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

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

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~~JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)~~

Litigation and Investigations

In 2012, CH2M HILL Australia PTY Limited, a subsidiary of CH2M, entered into a 50/50 integrated joint venture with Australian construction contractor UGL Infrastructure Pty Limited. The joint venture entered into a Consortium Agreement with General Electric and GE Electrical International Inc. The Consortium was awarded a subcontract by JKC Australia LNG Pty Limited ("JKC") for the engineering, procurement, construction and commissioning of a 360 MW Combined Cycle Power Plant for INPEX Operations Australia Pty Limited at Blaydin Point, Darwin, NT, Australia (the "Legacy CH2M Matter"). The subcontract was terminated in January 2017. In or around August 2017, the Consortium commenced an arbitration. On April 12, 2022, JKC and the Consortium entered into a confidential deed of settlement (“Settlement Agreement”). Under the terms of the Settlement Agreement, CH2M, as guarantor of CH2M Australia PTY Limited’s obligations with respect to the subcontract with JKC, made a cash payment to JKC in April 2022 of ~~AUD640~~AUD 640 million (or approximately $475 million using mid-April 2022 exchange rates). As a result of the settlement agreement, additional pre-tax charges of $91.3 million were recorded during the ~~nine-months ended July 1,~~second quarter of fiscal 2022 for this matter (over amounts previously reserved and reported in long-term Other Deferred Liabilities in the Company's Consolidated Balance Sheet). The Settlement Agreement provided for a release of claims between JKC and each member of the Consortium, and in connection with this agreement the members of the Consortium also waived all claims against each other and their respective parent guarantors relating to the project.

On December 22, 2008, a coal fly ash pond at the Kingston Power Plant of the Tennessee Valley Authority ("TVA") was breached, releasing fly ash waste into the Emory River and surrounding community. In February 2009, TVA awarded a contract to the Company to provide project management services associated with the clean-up. All remediation and dredging were completed in August 2013 by other contractors under direct contracts with TVA. The Company did not perform the remediation, and its scope was limited to program management services. Certain employees of the contractors performing the cleanup work on the project filed lawsuits against the Company beginning in August 2013, alleging they were injured due to the Company's failure to protect the plaintiffs from exposure to fly ash, and asserting related personal injuries. The primary case, Greg Adkisson, et al. v. Jacobs Engineering Group Inc., case No. 3:13-CV-505-TAV-HBG, filed in the U.S. District Court for the Eastern District of Tennessee, consists of 10 consolidated cases. This case and the related cases involve several hundred plaintiffs that were employees of the contractors that completed the remediation and dredging work. The cases are at various stages of litigation and ~~several of the cases~~ are currently stayed pending ~~resolution of other cases and/or appeal.~~a ruling from the Tennessee Supreme Court. Additionally, in May 2019, Roane County and the cities of Kingston and Harriman filed a lawsuit against TVA and the Company alleging that they misled the public about risks associated with the released fly ash. In October 2020, the Court granted Jacobs and TVA’s motion to dismiss the Roane County litigation and closed the case. In addition, in November 2019, a resident of Roane County, Margie Delozier, filed a putative class action against TVA and the Company alleging they failed to adequately warn local residents about risks associated with the released fly ash. The Company and TVA filed separate motions to dismiss the Delozier case in April 2020. In February 2021, the Court granted dismissal of the Delozier Complaint with prejudice, with the exception of plaintiffs’ nuisance cause of action, which plaintiffs voluntarily dismissed in June 2021. In August 2021, Thomas Ryan, a resident of Roane County, filed an action against Jacobs and TVA claiming personal injury and property damage. In June 2022, the Court granted Jacobs' motion to dismiss Ryan’s action in its entirety, closing the case. Separately, in February 2020, the Company learned that the district attorney in Roane County recommended that the Tennessee Bureau of Investigation investigate issues pertaining to clean up worker safety at Kingston. On November 16, 2021, the Roane County district attorney announced that it had concluded its investigation into issues pertaining to the Kingston coal ash spill cleanup. No indictments were issued. There has been no finding of liability against the Company or that any of the alleged illnesses are the result of exposure to fly ash in any of the above matters. ~~The~~In the second fiscal quarter of 2023, the Company ~~disputes~~entered into a settlement agreement with the ~~allegations asserted in all~~remaining plaintiffs; the amount of the ~~above matters and~~settlement is ~~vigorously defending these matters. The Company does~~ not ~~expect the resolution of these matters~~material to ~~have a material adverse effect on~~ the Company's business, financial condition, results of operations or cash flows.

On October 31, 2019, the Company received a request from the Enforcement Division of the Securities and Exchange Commission ("the SEC") for the production of certain information and documents. The information and documents sought by the SEC primarily relate to the operations of a joint venture in Morocco which was at one time partially-owned by the Company (and subsequently divested), including in respect of possible corrupt practices. In July 2022, the Company received a confirmatory letter from the SEC staff stating that its investigation of this matter had been terminated and that the staff does not intend to recommend an enforcement action against the Company.

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~~20.~~18. Segment Information

During the first quarter of fiscal 2023, the Company reorganized its operating and reporting structure to report results under a new operating segment, Divergent Solutions, in addition to the current operating segments. The Company's 3four operating segments are now comprised of its 2two global lines of business ("LOBs"): Critical Mission Solutions ("CMS") and People & Places Solutions ("P&PS"), its business unit Divergent Solutions ("DVS") and its majority investment in PA Consulting. ~~For further information on~~The formation of the ~~PA Consulting investment, refer~~DVS operating segment resulted in certain portions of our CMS and P&PS businesses moving to ~~Note 15 -~~ ~~PA ConsultingBusiness Combination~~.the new segment to align with the Company's business strategy.

The Company’s ~~Chair and~~ Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) and can evaluate the performance of each of these segments and make appropriate resource allocations among each of the segments. Under this organization, the sales function is managed by ~~LOB and PA Consulting,~~segment, and accordingly, the associated cost is embedded in the segments and reported to the respective head of each segment. In addition, a portion of the costs of other support functions (e.g., finance, legal, human resources, and information technology) is allocated to each ~~LOB~~segment using methodologies which, we believe, effectively attribute the cost of these support functions to the revenue generating activities of the Company on a rational basis. The cost of the Company’s cash incentive plan, the Leadership Performance Plan ("LPP"), formerly named the Management Incentive Plan, and the expense associated with the Jacobs ~~Engineering Group Inc.~~ 1999 Stock Incentive Plan, ~~(“1999 SIP”~~which was amended and restated in the second quarter of 2023 and is now referred to as the Jacobs 2023 Stock Incentive Plan (the "2023 SIP") have likewise been charged to the ~~LOBs~~segments except for those amounts determined to relate to the business as a whole (which amounts remain in other corporate expenses).

Financial information for each segment is reviewed by the CODM to assess performance and make decisions regarding the allocation of resources. ~~The Company generally does not track assets by LOB, nor does it provide such information to the CODM.~~

The CODM evaluates the operating performance of our operating segments using segment operating profit, which is defined as margin less “corporate charges” (e.g., the allocated amounts described above). The Company incurs certain Selling, General and Administrative costs (“SG&A”) that relate to its business as a whole which are not allocated to the segments.

The following tables present total revenues and segment operating profit from continuing operations for each reportable segment (in thousands) and includes a reconciliation of segment operating profit to total U.S. GAAP operating profit by including certain corporate-level expenses, Restructuring and other charges (as defined in Note ~~18 -~~16- Restructuring and Other Charges) and transaction and integration costs (in thousands).

For the Three Months Ended For the Nine Months Ended
July 1, 2022 July 2, 2021 July 1, 2022 July 2, 2021
Revenues from External Customers:
Critical Mission Solutions $ 1,317,109 $ 1,218,089 $ 3,845,927 $ 3,822,949
People & Places Solutions 2,232,404 2,102,550 6,330,906 6,329,088
PA Consulting 277,580 255,797 864,944 354,107
Total $ 3,827,093 $ 3,576,436 $ 11,041,777 $ 10,506,144

For the Three Months Ended For the Nine Months Ended
July 1, 2022 July 2, 2021 July 1, 2022 July 2, 2021
Segment Operating Profit:
Critical Mission Solutions $ 104,305 $ 108,131 $ 329,042 $ 332,133
People & Places Solutions 210,046 205,324 592,883 603,654
PA Consulting 51,448 56,791 182,850 84,708
Total Segment Operating Profit 365,799 370,246 1,104,775 1,020,495
Other Corporate Expenses (1) (89,887) (104,532) (284,479) (238,198)
Restructuring, Transaction and Other Charges (2) (10,150) (1,968) (210,986) (345,725)
Total U.S. GAAP Operating Profit 265,762 263,746 609,310 436,572
Total Other Income (Expense), net (3) 6,353 19,648 (12,825) 88,650
Earnings from Continuing Operations Before Taxes $ 272,115 $ 283,394 $ 596,485 $ 525,222


	For the Three Months Ended				For the Six Months Ended
	March 31, 2023		April 1, 2022		March 31, 2023		April 1, 2022
Revenues from External Customers:
Critical Mission Solutions	$	1,191,056	$	1,134,381	$	2,266,231	$	2,111,159
People & Places Solutions	2,345,065		2,162,994		4,572,050		4,083,990
Divergent Solutions	241,224		239,294		455,690		432,171
PA Consulting	300,987		297,390		583,030		587,364
Total	$	4,078,332	$	3,834,059	$	7,877,001	$	7,214,684

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


	For the Three Months Ended				For the Six Months Ended
	March 31, 2023		April 1, 2022		March 31, 2023		April 1, 2022
Segment Operating Profit:
Critical Mission Solutions	$	93,943	$	94,617	$	176,163	$	185,857
People & Places Solutions	232,205		192,713		458,825		381,554
Divergent Solutions	24,861		17,055		36,828		40,163
PA Consulting	65,631		68,332		116,658		131,402
Total Segment Operating Profit	416,640		372,717		788,474		738,976
Other Corporate Expenses (1)	(107,623)		(89,232)		(201,309)		(194,592)
Restructuring, Transaction and Other Charges (2)	(19,154)		(117,270)		(59,497)		(200,836)

Total U.S. GAAP Operating Profit	289,863		166,215		527,668		343,548
Total Other Expense, net (3)	(37,550)		(10,933)		(77,873)		(19,177)
Earnings from Continuing Operations Before Taxes	$	252,313	$	155,282	$	449,795	$	324,371


(1)			Other corporate expenses ~~also~~ included intangibles amortization of ~~$51.6~~$50.5 million and ~~$49.6~~$48.4 million for the three months ended ~~July~~March 31, 2023 and April 1, 2022, ~~and July 2, 2021,~~ respectively, and ~~$146.9~~$100.2 million and ~~$103.3~~$95.3 million, for the ~~nine~~six months ended ~~July~~March 31, 2023 and April 1, 2022, respectively. Additionally, the six month period of fiscal 2023 included approximately $15.0 million in net favorable impacts from cost reductions compared to the prior year period, which was associated mainly with net favorable impacts during first quarter from changes in employee benefit programs of $41 million offset by approximately $26 million in higher spend in company technology platforms and ~~July 2, 2021, respectively, with the comparative year-to-date period increase mainly attributable to higher amortization from the PA Consulting investment.~~other personnel and corporate cost increases.
(2)			~~Included~~The three months ended March 31, 2023 and April 1, 2022 included real estate impairment charges related to the Company's transformation initiatives of $10.1 million and $2.3 million, respectively, and $37.2 million and $74.6 million for the six months ended March 31, 2023 and April 1, 2022, respectively. Also included in the ~~nine~~three and six months ended ~~July~~April 1, 2022 is $91.3 million ~~in charges~~ related to the final pre-tax settlement of the Legacy CH2M Matter, net of previously recorded reserves and $74.6 million of real estate impairment charges and $24.5 million in other transformation and other charges related to the Company's transformation initiatives. Included in the nine months ended July 2, 2021 are $297.4 million of costs incurred in connection with the investment in PA Consulting, in part classified as compensation costs.reserves.

(3)			The ~~three and nine months~~six month period ended ~~July~~April 1, 2022 included ~~a $13.9~~$3.5 million ~~gain related to a cost method~~in income associated with final exit activities associated with our AWE ML investment ~~sold during the period. The nine months ended July 1, 2022 included~~and a gain of $7.1 million related to a lease termination. ~~The three~~Additionally, the unfavorable change in Other Expense, net for the periods presented are attributable mainly to higher net interest expense year over year, primarily due to higher interest rates as well as the full 2023 period impacts of increased levels of debt outstanding due to fiscal 2022 incremental borrowings associated with the funding of the StreetLight and ~~nine months ended July 2, 2021 include $38.7 million~~BlackLynx acquisitions and ~~$102.2 million, respectively, in fair value adjustments related to our investment in Worley stock (including Worley stock dividends) and certain foreign currency revaluations relating to~~ the ~~ECR sale and $1.0 million and $49.6 million, respectively, in fair value adjustments related to our investment in C3 stock, with both~~payment of ~~these investments sold in fiscal 2021. The nine months ended July 2, 2021 also includes $38.9 million related to impairment of our AWE ML investment.~~the Legacy CH2M Matter settlement.

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

See also the further description of results of operations for our operating segments in Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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19. Subsequent Event

On May 9, 2023, the Company announced its intention to spin-off its CMS business into an independent publicly traded company to Jacobs’ stockholders. Jacobs expects to complete the separation by the end of fiscal year 2024 through a distribution that is intended to be tax-free to Jacobs’ shareholders for U.S. federal income tax purposes.There can be no assurances with respect to the timing or form of a separation transaction and completion remains subject to final approval by Jacobs’ Board of Directors and other customary conditions.

Page 34

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

The purpose of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is to provide a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition from the most recent fiscal year-end to ~~July 1, 2022~~March 31, 2023 and (ii) results of operations during the current fiscal period(s) as compared to the corresponding period(s) of the preceding fiscal year. In order to better understand such changes, readers of this MD&A should also read:

•The discussion of the critical and significant accounting policies used by the Company in preparing its consolidated financial statements. The most current discussion of our critical accounting policies appears in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our ~~2021~~2022 Form 10-K, and the most current discussion of our significant accounting policies appears in Note 2- Significant Accounting Polices in Notes to Consolidated Financial Statements of our ~~2021~~2022 Form 10-K;

•The Company’s fiscal ~~2021~~2022 audited consolidated financial statements and notes thereto included in our ~~2021~~2022 Form 10-K; and

•Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our ~~2021~~2022 Form 10-K.

In addition to historical information, this MD&A and other parts of this Quarterly Report on Form 10-Q ~~may~~ contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as “expects,” “anticipates,” “believes,” “seeks,” “estimates,” “plans,” “intends,” “future,” “will,” “would,” “could,” “can,” “may,” "target," "goal" and similar words are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make concerning ~~the potential continued effects of the COVID-19 pandemic on~~ our business, financial condition and results of operations and our expectations as to our future growth, prospects, financial outlook and business strategy, our expectations for the percentage of backlog we will realize as revenue in fiscal ~~2022 or future fiscal years,~~year 2023, and the anticipated benefits of ~~acquisitions and~~any acquisition or the strategic investment in PA ~~Consulting, and our plans to implement a new holding company structure in the fourth fiscal quarter of 2022. You should not place undue reliance on these forward-looking statements.~~Consulting. Although such statements are based on management’s current estimates and expectations, and/or ~~expectations, and~~ currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain, and you should not place undue reliance on such statements as actual results may differ materially. We caution the reader that there are a variety of risks, uncertainties and other factors that could cause actual results to differ materially from what is contained, projected or implied by our forward-looking statements. Such factors include uncertainties as to the final structure and timing of the separation of our Critical Mission Solutions ("CMS") business, the possibility that closing conditions for a separation transaction may not be satisfied or waived, the impact of the separation on the Company’s and CMS’s businesses, and a possible decrease in the trading price of their shares, if the separation is completed, the possibility that the separation may not qualify for the expected tax treatment, the risk that any consents or approvals required in connection with the separation may not be received, the risk that the separation may be more difficult, time-consuming or costly than expected, and the possibility that we may not retain key employees while the separation is pending or after it is completed, as well as factors related to our business, such as our ability to execute on our ~~newly-announced~~ three-year corporate strategy, including our ability to invest in the tools needed to fully implement our strategy, competition from existing and future competitors in our target markets, our ability to achieve the cost-savings and synergies contemplated by our recent acquisitions within the expected time frames or to achieve them fully and to successfully integrate acquired businesses while retaining key personnel, the impact of ~~the COVID-19~~any pandemic, ~~including the emergence and spread of variants of COVID-19,~~ and any resulting economic downturn on our results, prospects and opportunities, measures or restrictions imposed by governments and health officials in response to ~~the~~such pandemic, the timing of the award of projects and funding and potential changes to the amounts provided for, under the Infrastructure Investment and Jobs Act, any changes in U.S. or foreign tax laws, statutes, rules, regulations or ordinances that may adversely impact our future financial positions or results of operations, financial market risks that may affect the Company, including by affecting the Company's access to capital, the cost of such capital and/or the Company's funding obligations under defined benefit pension and postretirement plans, as well as general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates and foreign currency exchange rates, changes in capital markets, the current banking crisis, the impact of a possible recession or economic downturn on our results, prospects and opportunities, and geopolitical events and conflicts, among others. The impact of such matters includes, but is not limited to, the possibility that we will not complete the spin-off or any separation transaction, the possible reduction in demand for certain of our product solutions and services and the delay or abandonment of ongoing or anticipated projects due to the financial condition of our clients and suppliers or to governmental budget constraints or changes to governmental budgetary priorities; the inability of our clients to meet their payment obligations in a timely manner or at all; potential issues and risks related to a significant portion of our employees working remotely; illness, travel restrictions and other workforce disruptions that have and could continue to negatively affect our supply chain and our ability to timely and satisfactorily complete our clients’ projects; difficulties associated with retaining ~~key employees or~~and hiring additional employees; and the inability of governments in certain of the countries in which we operate to effectively mitigate the financial or other impacts of ~~the COVID-19 pandemic~~pandemics on their economies and

Page 35

workforces and our operations therein. The foregoing factors and potential future developments are inherently uncertain, unpredictable and, in many cases, beyond our control. For a description of these and additional factors that may occur that could cause actual results to differ from our forward-looking statements, see those listed and discussed in Item 1A, Risk Factors included in our ~~2021~~2022 Form 10-K and ~~our~~in this Quarterly ~~Reports~~Report on Form 10-Q. We undertake no obligation to release publicly any revisions or updates to any forward-looking statements. We encourage you to read carefully the risk factors, as well as the financial and business disclosures contained in this Quarterly Report on Form 10-Q and in other documents we file from time to time with the United States Securities and Exchange Commission ~~("the SEC"~~(the "SEC").

~~Page 40~~

~~Impact of COVID-19 on Our Business~~

On March 11, 2020, the World Health Organization characterized the outbreak of the novel coronavirus (“COVID-19”) as a global pandemic and recommended certain containment and mitigation measures. On March 13, 2020, the United States declared a national emergency concerning the outbreak, and the vast majority of states and many municipalities declared public health emergencies or took similar actions. Along with these declarations, there were extraordinary and wide-ranging actions taken by international, federal, state and local public health and governmental authorities to contain and combat outbreaks of COVID-19 in regions across the United States and around the world. These actions included quarantines and “stay-at-home” or “shelter-in-place” orders, social distancing measures, travel restrictions, school closures and similar mandates for many individuals in order to substantially restrict daily activities and orders for many businesses to curtail or cease normal operations unless their work is critical, essential or life-sustaining. Although most jurisdictions in which we operate have lifted or eased such restrictions to various degrees, some jurisdictions have subsequently reimposed restrictions to varying degrees in response to increased cases caused by variants of COVID-19. In addition, governments and central banks in the United States and other countries in which we operate have periodically enacted fiscal and monetary stimulus and assistance measures to counteract the economic impacts of COVID-19.

As it became clear that the pandemic was unparalleled in the rate of community spread, we took early, decisive action to put people first, help flatten the curve and take care of our clients and communities. We successfully transitioned the vast majority of our employees to a remote working environment to support physical distancing. Where the essential and mission-critical nature of our work requires us to maintain staff at certain sites or locations, we worked closely with our clients and established project-specific plans designed to ensure the safety of our people and the integrity of our operations. Using technology and optimizing our networks, we continue to offer flexible work scenarios for our people, and to deliver business continuity for and continued collaboration with our clients.

~~Notwithstanding our continued critical operations, COVID-19 negatively impacted our business, and may have further adverse impacts, on our operations, including those listed and discussed in Item 1A,~~ ~~Risk Factors~~ included in our 2021 Form 10-K. Accordingly, at the height of the pandemic, we temporarily reduced spending broadly across the Company, only proceeding with operating and capital spending that was critical. We had also temporarily ceased all non-essential hiring and reduced discretionary expenses, including temporarily suspending certain employee benefits and compensation through the end of fiscal 2020. Subsequently, we have adjusted our response according to the circumstances and local laws in the jurisdictions in which we operate, including the emergence and spread of variants, such as the omicron variant. Looking ahead, we have developed contingency plans if the situation further deteriorates or lasts longer than current expectations. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be necessary or appropriate for the health and safety of employees, contractors, customers, suppliers or others or as required by international, federal, state or local authorities.

The impacts of the COVID-19 pandemic continue to be felt in our operating results as compared to business levels pre-pandemic, although not significantly impacting the current fiscal quarter as compared to the corresponding quarter of the 2021 fiscal year. Further, for future periods, significant uncertainty continues to exist concerning the magnitude, duration and impacts of the COVID-19 pandemic, including with regard to the effects on our customers, customer demand for our services, disruptions to supply chains and labor forces and increasing inflationary pressures. Accordingly, actual results for future fiscal periods could differ materially versus current expectations and current results and financial condition discussed herein may not be indicative of future operating results and trends.

For a discussion of risks and uncertainties related to COVID-19, including the potential impacts on our business, financial condition and results of operations, see Item 1A - Risk Factors contained in our 2021 Form 10-K.

Business Overview

At Jacobs, we’re challenging today to reinvent tomorrow by solving the world’s most critical problems for thriving cities, resilient environments, mission-critical outcomes, operational advancement, scientific discovery and cutting-edge ~~manufacturing.~~manufacturing, turning abstract ideas into realities that transform the world for good. Leveraging a talent force of more than 60,000, Jacobs provides a full spectrum of professional services including consulting, technical, engineering, scientific and project delivery for the government and private sectors.

Our previous three-year corporate strategy launched at our Investor Day in February 2019 focused on innovation and continued transformation to build upon our position as the leading solutions provider for our clients. Setting the wheels in motion for our current path, this transformation included acquiring a 65% stake in PA Consulting Group Limited ("PA Consulting") in fiscal year 2021. Acquisitions of John Wood Group’s nuclear business, The Buffalo Group and most recently BlackLynx and StreetLight further position us as a leader in high-value government services and technology-enabled solutions.

Our Boldly Moving Forward strategy announced in March of 2022 provides Jacobs with a robust focus into 2025 – continuing our aggressive shift to create a fully inclusive, technology-forward company – producing the critical solutions of tomorrow. We are united by our purpose and recognize that the keys to success in the future will be different from those of today. We need to remain agile and focus on where our clients need us most, address major challenges such as global constraints on labor, and fully leverage data and technology. By shaping our future, we will produce outsized results. Starting in March of 2021, we took a deep dive into global trends, capabilities, and markets to understand the largest opportunities, their projected spend and their growth rates. The conclusion of this strategic review reinforced that our decades of deep domain expertise and capabilities squarely align with the most attractive markets. This puts us in a unique position – and creates a great opportunity – to further strengthen our competitive advantage across our core sectors by accelerating the development and scaling of differentiated products and solutions. To provide focus and enable success, we have concentrated our strategy to zero in on three needle-moving accelerators that catalyze additional growth across all markets:

Climate Response

As a purpose-led company, we know we have a pivotal role to play in addressing the climate emergency in collaboration with our clients, our employees and our entire stakeholder base. We consider this not only good business, but our duty to channel our technology-enabled expertise and capabilities toward benefiting people and the planet.

Data Solutions

As our clients navigate the digital transformation and growing cyber risks, we have positioned ourselves at the forefront of this growth, adding digital capabilities, products and tools to serve a growing set of customers.

Consulting and Advisory

Together with our visionary partner, PA Consulting, we're establishing our position in high-end advisory services, creating a springboard to expand in high value offerings beyond the core.

We are now focused on broadening our leadership in sustainable, high growth sectors. As part of our strategy, our brand promise: "Challenging today. Reinventing tomorrow." signals our transition to a global technology-forward solutions company. We began trading as “J” on the New York Stock Exchange in December 2019, and in March 2021 our Global Industry Classifications Standard code changed to Research & Consulting Services. Our Transformation Office is charged with driving further innovation, delivering value-creating solutions for our clients and leveraging an integrated digital and technology strategy to improve our efficiency and effectiveness, ultimately freeing up valuable time and resources for reinvestment in our people.

Page 4136

~~Revenue by Type (Q3 FY2022)~~

In the fourth quarter fiscal 2022, ~~the Company intends to create~~Jacobs Engineering Group Inc. (the predecessor parent company) created a new holding company, Jacobs Solutions Inc., which, ~~will become~~through a reverse triangular merger, became the new parent company of Jacobs Engineering Group Inc. As a result of the ~~Company. This will more closely align our public identity with a global technology-forward solutions company. Once completed,~~transaction, the ~~Company’s current~~predecessor parent company's then-current stockholders ~~will~~ automatically ~~become~~became stockholders of Jacobs Solutions Inc., on a one-for-one basis, with the same number of shares and same ownership percentage of the ~~Company’s~~predecessor parent company’s common stock that they held immediately prior to the transaction.

~~Lines of Business~~Operating Segments

The services we provide fall into the following two lines of business (LOB): Critical Mission Solutions (CMS) and People & Places Solutions (P&PS). ~~The~~Our LOBs, our business unit Divergent Solutions (DVS), which operates as an integrated offering to both LOBs, and a majority investment in PA Consulting (PA) constitute the Company’s reportable ~~segments.~~segments and are the foundation for how Jacobs helps create a more connected, sustainable world. For additional information regarding our segments, including information about our financial results by segment and financial results by geography, see Note ~~5 -~~4- Revenue Accounting for Contracts of Notes to Consolidated Financial Statements.

Critical Mission Solutions (CMS)

~~Our~~Jacobs' Critical Mission Solutions line of business provides a full spectrum of solutions for clients to address evolving challenges like information and cyber ~~data analytics,~~warfare, digital transformation and modernization, national security and defense, space exploration, digital asset management and the green energy transition. Our core capabilities include program management and mission operations; systems digital engineering and mission integration, research, development, test and evaluation; integration, operation, maintenance and sustainment of systems and facilities; enterprise-level IT operations and mission IT delivery, software development, and software application ~~integration services~~integration; engineering, design and ~~consulting, enterprise level operations~~construction of specialized technical facilities and ~~maintenance~~systems; environmental remediation; specialized training; robotics and ~~mission IT, engineering and design, enterprise operations and maintenance, program management,~~automation; and other highly technical consulting ~~solutions to~~solutions. We deliver these capabilities for government agencies as well as commercial ~~customers~~clients in the U.S. and international markets. Our representative clients include the U.S. Department of Defense (DoD), the Combatant Commands, the U.S. Intelligence Community, NASA, the U.S. Department of Energy (DoE), U.K. Ministry of Defence, the U.K. Nuclear Decommissioning Authority (NDA) and the Australian Department of Defence, as well as private sector customers mainly in the aerospace, automotive, energy and telecom sectors.

The U.S. government is the world’s largest buyer of technical services, and in fiscal 2021, approximately 74% of CMS’s revenue was earned from serving the DoD, intelligence community and Federal Civilian governmental entities. Our international customers, which accounted for 18% of fiscal 2021 revenue, have also increased demand for our IT and cybersecurity solutions and nuclear projects, and the U.K. Ministry of Defence continues to focus on accelerating its strategic innovative and technology focused initiatives.

~~Page 42~~

We leverage our deep experience to support clients in the Aerospace, Automotive, Space, Telecom, Intel, Defense and Energy sectors to develop lasting solutions in the communities where we live and work.

People & Places Solutions (P&PS)

Jacobs' People & Places Solutions line of business provides end-to-end solutions for our clients’ most complex challenges ~~- whether~~related to climate change, energy transition, connected mobility, integrated water management, smart cities ~~or vaccine~~and biopharmaceutical manufacturing. In doing so, we ~~incorporate~~combine deep experience in the ~~full spectrum of data science~~following markets - Infrastructure, Cities & Places, Energy & Environmental, Health & Life Sciences and technology-enabled toolsets within a human-centric solution development and delivery framework. We embrace inclusive engagement of partners and stakeholders and generate enduring social equity/value throughAdvanced Manufacturing. Our core capabilities revolve around consulting, planning, science, architecture, design and engineering, ~~project outcomes,~~ as well as infrastructure delivery services and long-term operation of ~~facilities and infrastructure.~~facilities. Solutions may be delivered as standalone professional service engagements, ~~or through~~ comprehensive program management ~~that integrates disparate workstreams to yield additional benefits not attainable through project-by-project implementation. We also provide~~partnerships, and selective progressive design-build and construction management at-risk delivery ~~solutions~~services in targeted markets. Increasingly, we leverage our data science and technology-enabled expertise with our core capabilities to deliver positive and enduring solutions for the clients and communities we serve.

Our clients include national, state and local ~~government~~governments in the U.S., ~~Canada,~~ Europe, U.K., Middle East ~~Australia, New Zealand~~ and ~~Asia,~~Asia-Pacific, as well as multinational and local private sector clients throughout the world.

Divergent Solutions (DVS)

Jacobs’ new operating segment, Divergent Solutions, serves as the core foundation for developing and delivering innovative, next-generation cloud, cyber, data and digital technologies. DVS further strengthens our ability to drive value for clients of both LOBs by leveraging a full spectrum of cyber, data analytics, systems and software application integration services across Jacobs. Our core capabilities include global strategic alliances, innovation collaboration, next-generation technologies, software and data as a service and data and secure solutions. DVS clients include government agencies and commercial clients in the U.S. and international markets.

Page 37

PA Consulting

~~In fiscal 2021,~~ Jacobs invested in a 65% stake in PA Consulting, the consultancy that is ~~Bringing~~"Bringing Ingenuity to ~~Life. Its diverse teams~~Life", which offers end-to-end innovation to accelerate new growth ideas from concept, through design and development and to commercial success. We revitalize organizations, building the leadership, culture, systems and processes to make innovation a reality. PA Consulting's team of roughly 4,000 strategists, innovators, designers, consultants, digital experts, ~~combine innovative thinking~~scientists, engineers and breakthrough use of technologies to progress further, faster. PA Consulting’s clients adapt and transform and achieve enduring results. An innovation and transformation consultancy, PA's roughly 3,300 employeestechnologists work across seven sectors: consumer and manufacturing, defense and security, energy and utilities, financial services, government, health and life sciences, and transport. PA Consulting people are strategists, innovators, designers, consultants, digital experts, scientists, engineers and technologists. The team operates globally from offices across the U.K., U.S., Nordics and the Netherlands.

PA Consulting offers end-to-end innovation, accelerating new growth ideas from concept, through design, development, and to commercial success, and revitalizing organizations, building the leadership, culture, systems and processestransport to make ~~innovation~~ a ~~reality.~~positive impact alongside the clients it supports. PA Consulting has a diverse mix of private and public sector clients, from global household names to start-ups, to national and local public services.

Recently, PA Consulting supported the launch of a new Electric Vehicle Infrastructure Fund to drive the roll-out of electric vehicle charging infrastructure in the U.K.; innovated cell and gene therapy manufacturing with Ori Biotech in the U.S.; and designed a growth strategy for Green Boom, a U.S.-based start-up that has developed a patent-pending and sustainable way to help prevent, reduce and clean up oil spills.

Together, the collective strengths of PA Consulting and Jacobs drive value creation for clients around the globe and support projects to address five key trends: product and service innovation, the future of work, sustainability and climate change.

Results of Operations for the three and six months ended March 31, 2023 and April 1, 2022

Page 38

(in thousands, except per share information)


	For the Three Months Ended				For the Six Months Ended
	March 31, 2023		April 1, 2022		March 31, 2023		April 1, 2022
Revenues	$	4,078,332	$	3,834,059	$	7,877,001	$	7,214,684
Direct cost of contracts	(3,188,038)		(2,963,649)		(6,171,994)		(5,547,800)
Gross profit	890,294		870,410		1,705,007		1,666,884
Selling, general and administrative expenses	(600,431)		(704,195)		(1,177,339)		(1,323,336)
Operating Profit	289,863		166,215		527,668		343,548
Other Income (Expense):
Interest income	7,630		381		10,637		1,882
Interest expense	(40,613)		(21,995)		(80,690)		(41,421)
Miscellaneous (expense) income, net	(4,567)		10,681		(7,820)		20,362
Total other expense, net	(37,550)		(10,933)		(77,873)		(19,177)
Earnings from Continuing Operations Before Taxes	252,313		155,282		449,795		324,371
Income Tax Expense from Continuing Operations	(19,060)		(46,166)		(69,163)		(62,054)
Net Earnings of the Group from Continuing Operations	233,253		109,116		380,632		262,317
Net Loss of the Group from Discontinued Operations	(75)		(1)		(783)		(233)
Net Earnings of the Group	233,178		109,115		379,849		262,084
Net Earnings Attributable to Noncontrolling Interests from Continuing Operations	(7,803)		(10,261)		(14,834)		(19,514)
Net Earnings Attributable to Redeemable Noncontrolling interests	(8,863)		(10,038)		(12,855)		(19,721)
Net Earnings Attributable to Jacobs from Continuing Operations	216,587		88,817		352,943		223,082
Net Earnings Attributable to Jacobs	$	216,512	$	88,816	$	352,160	$	222,849
Net Earnings Per Share:
Basic Net Earnings from Continuing Operations Per Share	$	1.71	$	0.69	$	2.78	$	1.72
Basic Net Loss from Discontinued Operations Per Share	$	—	$	—	$	(0.01)	$	—
Basic Earnings Per Share	$	1.71	$	0.69	$	2.78	$	1.72

Diluted Net Earnings from Continuing Operations Per Share	$	1.70	$	0.68	$	2.77	$	1.71
Diluted Net Loss from Discontinued Operations Per Share	$	—	$	—	$	(0.01)	$	—
Diluted Earnings Per Share	$	1.70	$	0.68	$	2.76	$	1.71

Page 4339

~~Results of Operations for the three and nine months ended July 1, 2022 and July 2, 2021~~

~~(in thousands, except per share information)~~
For the Three Months Ended For the Nine Months Ended
July 1, 2022 July 2, 2021 July 1, 2022 July 2, 2021
Revenues $ 3,827,093 $ 3,576,436 $ 11,041,777 $ 10,506,144
Direct cost of contracts (3,002,618) (2,759,501) (8,550,418) (8,290,137)
Gross profit 824,475 816,935 2,491,359 2,216,007
Selling, general and administrative expenses (558,713) (553,189) (1,882,049) (1,779,435)
Operating Profit 265,762 263,746 609,310 436,572
Other Income (Expense):
Interest income 1,042 1,001 2,924 2,733
Interest expense (26,129) (20,011) (67,551) (52,788)
Miscellaneous income, net 31,440 38,658 51,802 138,705
Total other income (expense), net 6,353 19,648 (12,825) 88,650
Earnings from Continuing Operations Before Taxes 272,115 283,394 596,485 525,222
Income Tax Expense from Continuing Operations (59,491) (109,186) (121,545) (175,437)
Net Earnings of the Group from Continuing Operations 212,624 174,208 474,940 349,785
Net (Loss) Earnings of the Group from Discontinued Operations (343) 384 (576) 11,690
Net Earnings of the Group 212,281 174,592 474,364 361,475
Net Earnings Attributable to Noncontrolling Interests from Continuing Operations (8,773) (9,182) (28,286) (29,366)
Net (Earnings) Loss Attributable to Redeemable Noncontrolling interests (7,525) 384 (27,246) 101,776
Net Earnings Attributable to Jacobs from Continuing Operations 196,326 165,410 419,408 422,195
Net Earnings Attributable to Jacobs $ 195,983 $ 165,794 $ 418,832 $ 433,885
Net Earnings Per Share:
Basic Net Earnings from Continuing Operations Per Share $ 1.53 $ 0.83 $ 3.25 $ 2.80
Basic Net Earnings from Discontinued Operations Per Share $ — $ — $ — $ 0.09
Basic Earnings Per Share $ 1.53 $ 0.83 $ 3.25 $ 2.89
Diluted Net Earnings from Continuing Operations Per Share $ 1.52 $ 0.82 $ 3.23 $ 2.78
Diluted Net Earnings from Discontinued Operations Per Share $ — $ — $ — $ 0.09
Diluted Earnings Per Share $ 1.52 $ 0.83 $ 3.23 $ 2.87

Page 4440

Overview – Three and ~~Nine Month Periods~~Six Months Ended ~~July 1, 2022~~

March 31, 2023

Net earnings attributable to the Company from continuing operations for the ~~third~~second fiscal quarter ended ~~July 1, 2022~~March 31, 2023 were ~~$196.3~~$216.6 million (or ~~$1.52~~$1.70 per diluted share), an increase of ~~$30.9~~$127.8 million, from net earnings of ~~$165.4~~$88.8 million (or ~~$0.82~~$0.68 per diluted share) for the corresponding period last ~~year. While~~year, driven mainly by higher operating profit levels ~~were consistent for~~during the ~~respective three-month periods~~current quarterly period. Second fiscal quarter of 2023 was impacted by $19.1 million in pre-tax Restructuring and other charges and transaction costs compared to fiscal 2022 amounts of $115.3 million, with the comparative periods both impacted by the Company's transformation initiatives relating to real estate, which is discussed in Note 16- Restructuring and ~~2021, third quarter fiscal~~Other Charges. Fiscal 2022 ~~Other income (expense)~~was also impacted by the final $91.3 million settlement of a legacy litigation matter involving a subsidiary of CH2M (the "Legacy CH2M Matter"), net of ~~$6.4~~previously recorded reserves, which is further discussed in Note 17- Commitments and Contingencies and Derivative Financial Instruments. Second quarter fiscal 2023 other expense, net, was $37.6 million, ~~was lower by $13.2~~an increase of $26.6 million versus ~~third quarter fiscal 2021 amounts of $19.6 million. Third~~second quarter fiscal 2022 amounts ~~benefited from a $13.9~~of $10.9 million, ~~pre-tax gain related to a cost method investment sold during~~with the current period ~~approximately $8 million in higher foreign exchange gains, as well as other miscellaneous income items quarter over quarter, partly offset~~primarily impacted by unfavorable ~~impacts of~~ higher net interest expense and ~~lower~~higher pension ~~income~~costs compared to the prior year ~~quarter. Third~~ quarter, ~~fiscal 2021 amounts included $38.7 million in pre-tax fair value gains, related currency revaluations and dividends recorded in miscellaneous income (expense), net, associated with~~as discussed further below. Further, our ~~former investment in Worley stock, the sale of which was completed in fourth quarter 2021. Our~~ reported net earnings for the current year quarter ~~also benefited from~~were favorably impacted by lower income taxes of ~~$49.6~~$27.1 million compared to the fiscal ~~2021~~2022 period, ~~with~~attributable to lower effective tax rates in the current quarter due mainly to uncertain tax positions in the ~~absence~~United States that were effectively settled and other current quarter income tax items further discussed in Note 9- Income Taxes.

For the six months ended March 31, 2023, net earnings attributable to the Company from continuing operations were $352.9 million (or $2.77 per diluted share), an increase of $129.9 million, from net earnings of $223.1 million (or $1.71 per diluted share) for the corresponding period last year. Operating profit levels were also up for the respective year-to-date periods of fiscal ~~2021 income tax~~2023 (mainly in P&PS), and were also impacted by the Restructuring and other charges and transactions costs activities mentioned above relating to real estate transformation, only to a larger degree for the year-to-date period, and the final Legacy CH2M Matter settlement in fiscal 2022. Additionally, the 2023 year-to-date period was impacted by approximately $15.0 million in net favorable impacts from cost reductions associated mainly with first quarter 2023 changes in employee benefit programs, which were partly offset by higher spend in company technology platforms and other personnel and corporate cost increases. Also, year-to-date fiscal 2023 other expense, net, of ~~$30.8~~$77.9 million ~~associated with a statutory tax rate increase~~was higher by $58.7 million versus the same period in ~~the UK and certain nondeductible compensation related charges associated~~fiscal 2022 amounts of $19.2 million, with the ~~Company's PA Consulting investment,~~current period impacted by the same unfavorable higher net interest expense and higher pension costs as ~~well as benefiting from other favorable tax impacts during~~mentioned above. Our reported net earnings for the ~~current quarter. Additionally, redeemable noncontrolling interests was~~first half of the fiscal year were unfavorably impacted by higher income taxes of $7.1 million compared to the fiscal 2022 period, due to higher levels of pre-tax income but offset by the overall lower effective tax rates in the current quarter due mainly to ~~favorable~~uncertain tax positions in the United States that were effectively settled, combined with other current quarter income tax items further discussed in Note 9- Income Taxes. Finally, earnings attributable to redeemable noncontrolling interests were $6.9 million lower for the year-to-date period due to unfavorable net earnings results in our PA Consulting investment compared to the prior year quarter. The Company’s reported earnings per share for the third quarter fiscal 2021 was impacted unfavorably by $(0.44) related to an allocation update between preferred and common shares for the PA Consulting investment as required under U.S. GAAP. This per share impact had no impact to the total consideration of the transaction and had no impact on the Company’s results of operations, financial position or cash flows; see Note 15 - ~~PA Consulting Business Combination~~ ~~in the consolidated financial statements.~~

For the nine months ended July 1, 2022, net earnings attributable to the Company from continuing operations were $419.4 million (or $3.23 per diluted share) and overall consistent in comparison to $422.2 million (or $2.78 per diluted share) for the corresponding period last year. The current year results reflected higher year-over-year operating profit of $172.7 million, which benefited from the full year-to-date impact of the Company's PA Consulting investment acquired on March 2, 2021 and the absence of one-time deal and related other charges associated with this investment of approximately $297 million, including one-time compensation charges of $261 million in the 2021 fiscal period. These favorable operating profit items were offset in part by higher year-over-year Restructuring and other charges and transaction costs in the current year, including pre-tax settlement charges associated with the Legacy CH2M Matter of $91.3 million and $74.6 million associated with the Company's transformation initiatives relating to real estate rescaling (see Note 18 - ~~Restructuring and Other Charges~~) and increases in intangibles amortization costs of $43.6 million, due mainly to full year impacts of acquired intangible assets from the PA Consulting investment. Other income (expense), net was unfavorable $101.5 million for the current year-to-date period compared to corresponding fiscal 2021 amounts, due mainly to pre-tax fair value gains associated with our former investments in Worley stock (net of Worley stock dividend and related foreign exchange items) and C3 of $102.1 million and $49.6 million, respectively, as well as higher interest expense of $14.8 million in the current year compared to the prior year. Current year-to-date fiscal 2022 other income (expense) results benefited from the absence of the prior year $38.9 million impairment of our investment in AWE Management Ltd. ("AWE ML") as well as the $13.9 million gain on sale of a cost investment and other favorable items during the current fiscal 2022 year-to-date period. Income taxes were lower in the current year by $53.9 million, benefiting from lower effective tax rates in fiscal 2022, due primarily to the absence of fiscal 2021 additional income taxes attributable to the tax rate increase in the UK of $30.8 million and certain nondeductible compensation related charges associated with the Company's PA Consulting investment combined with current year-to-date tax benefits of $15.4 million related to the release of valuation allowance on foreign tax credits and $9.1 million related to the removal of intercompany withholding tax. Finally, unfavorable year-over-year net earnings impacts associated with redeemable noncontrolling interests of $129 million were attributable mainly to the absence of the 2021 period redeemable noncontrolling interests share of $101.8 million in connection with the one-time compensation charges incurred in the PA Consulting investment mentioned above, offset in part by the full year-to-date effects of the redeemable noncontrolling interests share of PA Consulting's operating results in fiscal 2022. Fiscal 2021 earnings per share was impacted by the $(0.44) per share impact of the value allocation update between preferred and common shares for the PA Consulting investment.

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

~~Page 45~~

On February 4, 2022, the Company acquired StreetLight Data, Inc., ("StreetLight"). ~~On November 19, 2021, a subsidiary of Jacobs acquired BlackLynx.~~ For further discussion, see Note ~~16 -~~ ~~Other Business Combinations~~.

~~On March 2, 2021, Jacobs completed the strategic investment of a 65% interest in PA Consulting. For further discussion, see Note 15 -~~ ~~PA ConsultingBusiness Combination.~~

~~On November 24, 2020, a subsidiary of Jacobs completed the acquisition of Buffalo Group. For further discussion, see Note 16 -~~15- Other Business Combinations.

Consolidated Results of Operations

Revenues for the ~~third~~second fiscal quarter of ~~2022~~2023 were ~~$3.83~~$4.08 billion, an increase of ~~$250.7~~$244.3 million, or ~~7.0%~~6.4%, from ~~$3.58~~$3.83 billion for the corresponding period last year. For the ~~nine~~six months ended ~~July 1, 2022,~~March 31, 2023, revenues were ~~$11.04~~$7.88 billion, an increase of ~~$535.6~~$662.3 million, or ~~5.1%~~9.2%, from ~~$10.51~~$7.21 billion for the corresponding period last year. Revenue increases for the year over year periods were due mainly to the Company's P&PS and CMS legacy businesses and in addition, to a smaller degree, fiscal ~~2022~~2023 incremental revenues benefited from the ~~PA Consulting investment~~StreetLight acquisition (owned for the full period in fiscal 2023) and ~~the StreetLight~~other increases in our DVS business. The P&PS business benefited primarily from stronger performance in its Advanced Facilities and ~~BlackLynx acquisitions, as well as benefits~~U.S. business operations. Our CMS business benefited from increased spending in our U.S. government business sector, ~~client base. These increases in~~which was primarily attributable to fiscal 2022 contract awards for the U.S. Department of Energy. Due to foreign currency translation impacts, our U.S. dollar reported revenues from our PA Consulting investment increased only slightly for the current quarterly period and decreased for the year-to-date period were partially offset by declines in pass-through revenues in our P&PS advanced facilities business. Additionally, the nine months ended July 1, 2022 was unfavorably impacted by certain large contract wind downs in the U.S.(on a local currency basis, PA Consulting experienced a more significant quarter over quarter growth as well as overall year over year growth). Also, revenue was unfavorably impacted by foreign currency translation of ~~$130.1~~$109.0 million and ~~$176.8~~$267.0 million for the three and ~~nine~~six months ended ~~July 1, 2022,~~March 31, 2023, respectively, inacross our international businesses, as compared to ~~favorable impacts of $100.2~~an unfavorable $51.7 million and ~~$213.1~~$42.5 million infor the ~~corresponding periods last year.~~

three and six months ended April 1, 2022, respectively. Pass-through costs included in revenues for the three and ~~nine~~six months ended ~~July 1, 2022~~March 31, 2023 amounted to ~~$635.4~~$646.7 million and ~~$1.67~~$1.32 billion, ~~respectively,~~ an increase of ~~$23.4~~$74.1 million and ~~a decrease of $165.9~~$269.7 million, or ~~3.8%~~12.9% and ~~(9.0)%~~25.7%, respectively, from ~~$612.0~~$572.6 million and ~~$1.84~~$1.05 billion from the corresponding periods last year.

Page 41

Gross profit for the ~~third~~second fiscal quarter of ~~2022~~2023 was ~~$824.5~~$890.3 million, an increase of ~~$7.5~~$19.9 million, or ~~0.9%~~2.3%, from ~~$816.9~~$870.4 million from the corresponding period last year. Our gross profit margins were ~~21.5%~~21.8% and ~~22.8%~~22.7% for the three months ended ~~July~~March 31, 2023 and April 1, 2022, respectively. Gross profit for the six months ended March 31, 2023 was $1.71 billion, an increase of $38.1 million, or 2.3%, from $1.67 billion from the corresponding period last year. Our gross profit margins were 21.6% and ~~July 2, 2021, respectively, with these~~23.1% for the six months ended March 31, 2023 and April 1, 2022, respectively. These margin differences ~~being~~were mainly attributable to project mix impacts in our legacy CMS and P&PS portfolios and lower utilization trends ~~mainly~~primarily in ~~our~~the PA Consulting business, partly offset by new program startups won in fiscal 2022. Additionally, for the year-to-date period, gross profit was affected by net favorable impacts from ~~our recent StreetLight~~cost reductions associated mainly with first quarter 2023 changes in employee benefit programs, which were partly offset by higher spend in company technology platforms and ~~BlackLynx acquisitions~~other personnel and corporate cost increases, as well as benefits from increased spending by customers in the U.S. government business sector for the current quarter period. Gross profit for the nine months ended July 1, 2022 was $2.49 billion, an increase of $275.4 million, or 12.4%, from $2.22 billion from the corresponding period last year, due in part to incremental gross profit from recent business acquisitions (mainly the full year results of PA Consulting). Our gross profit margins were 22.6% and 21.1% for the nine months ended July 1, 2022 and July 2, 2021, respectively, with benefits from the similar favorable margins from recent acquisitions mentioned above, and favorable impacts from the business results of our recent PA Consulting investment on a year-to-date basis and increased spending in the U.S. government business sector noted above. The increases in gross profit during the three and nine months ended July 1, 2022 were partially offset by the impacts from the recent large contract wind downs in the U.S. mentioned above, as well as increases in labor costs associated with moderation of COVID-19 mitigation efforts and a competitive labor market along with inflation impacts and incremental investments to support projected top-line growth.unfavorable foreign currency translation impacts.

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

SG&A expenses for the three and ~~nine~~six months ended ~~July 1, 2022~~March 31, 2023 were ~~$558.7~~$600.4 million and ~~$1.88~~$1.18 billion, respectively, ~~increases~~a decrease of ~~$5.5~~$103.8 million and ~~$102.6~~$146.0 million or ~~1.0%~~(14.7)% and ~~5.8%~~(11.0)%, from ~~$553.2~~$704.2 million and ~~$1.78~~$1.32 billion for the corresponding periods last year. ~~While the three month periods' results were comparatively consistent, the nine months ended results for~~The fiscal 2022 periods were impacted by incremental SG&A expenses from recent business acquisitions (mainly PA Consulting) of $150.0 million (including $43.6 million in additional amortization expense for acquired intangibles and excluding the compensation related charge discussed below), respectively, due to the prior comparable periods including PA Consulting activity only for the partial periods subsequent to the March 2, 2021 investment date. Additionally, Restructuring and other charges and transaction costs for the year-to-date period of 2022 included $91.3 million attributable to the final pre-tax $91.3 million settlement of the Legacy CH2M Matter, ~~which is further discussed in Note 19-~~ ~~Commitments~~net of previously recorded reserves, mentioned above. Also, Restructuring and ~~Contingencies~~other charges for the six months ended March 31, 2023 and ~~Derivative Financial Instruments~~ April 1, 2022 included $37.2 million and $74.6 million, respectively, in costs associated ~~in part~~ with the Company's transformation initiatives relating to real estate.~~Also, the~~ The current ~~2022 periods SG&A expenses~~year's three and six months ended results were also impacted by higher ~~personnel costs associated with~~ investments in ~~advance of expected growth anticipated in late 2022~~

~~Page 46~~

~~and 2023. As noted above, the prior year-to-date period included Restructuring and other charges of $261 million for pre-tax costs incurred in connection with the investment in PA Consulting,~~company technology platforms, offset in part ~~classified~~by decreases in real estate related costs, as ~~compensation costs reported~~well as other department spend decreases due in ~~selling, general and administrative expenses.~~part to the Company's transformation initiatives. Lastly, SG&A expenses benefited from favorable foreign exchange impacts of ~~$26.4~~$23.1 million and ~~$36.8~~$50.6 million, respectively, for the three and ~~nine~~six months ended ~~July 1, 2022~~March 31, 2023 as compared to ~~unfavorable~~favorable impacts of ~~$19.3~~$11.3 million and ~~$66.7~~$9.0 million for the corresponding periods last year.

Net interest expense for the three and ~~nine~~six months ended ~~July 1, 2022~~March 31, 2023 was ~~$25.1~~$33.0 million and ~~$64.6~~$70.1 million, respectively, an increase of ~~$6.1~~$11.4 million and ~~$14.6~~$30.5 million from ~~$19.0~~$21.6 million and ~~$50.1~~$39.5 million, or 52.6% and 77.2%, for the corresponding periods last year. The increase in net interest expense for the three and ~~nine~~six month periods was due to higher interest rates and higher levels of debt outstanding ~~due~~in the current year, with the higher average debt levels during the current year attributable mainly to the funding of the StreetLight and BlackLynx acquisitions and increased borrowings associated with the payment of the settlement of the Legacy CH2M Matter ~~settlement~~ in ~~the current~~ fiscal ~~quarter,~~2022. These increases were offset in ~~addition to higher~~part by $6.3 million net interest ~~rates. Additionally, the nine month period year over year is also impacted by higher levels of average debt outstanding~~benefit related to the ~~funding~~release of interest accruals associated with the ~~PA Consulting investment.~~effective settlement of uncertain tax positions during the quarter.

Miscellaneous (expense) income, ~~(expense),~~ net for the three and ~~nine~~six months ended ~~July 1, 2022~~ March 31, 2023 was ~~$31.4~~$(4.6) million and ~~$51.8~~$(7.8) million, respectively, in comparison to ~~$38.7~~$10.7 million and ~~$138.7~~$20.4 million for the corresponding periods last year. The ~~$7.2~~unfavorable $15.2 million ~~decrease from~~and $28.2 million impacts compared to the prior ~~three-month~~three and six month comparable ~~period was~~periods were due primarily to an increase in pension costs due to higher interest rate impacts in the ~~prior~~current year ~~periods of pre-tax unrealized gains of $38.7 million associated~~along with ~~our former investment in Worley stock (including the Worley stock dividend) and certain~~unfavorable foreign currency revaluations ~~relating~~in the current year compared to the ~~ECR sale, which was sold during fiscal~~prior year ~~2021. The decrease~~and, additionally, the six-month period of $86.9 million from the prior year-to-date comparable period is attributable to nine months of pre-tax fair value gains of $102.2 million and $49.6 million in the Company's previously mentioned investment holdings in Worley (including the Worley stock dividend) which includes impacts of certain foreign currency revaluations related to the ECR sale and C3, respectively. The three and nine month fiscal 2022 ~~periods benefited primarily from~~also included a ~~$13.9~~$7.1 million ~~pre-tax~~ gain related to a cost method investment sold during the period. Additionally, the corresponding prior year periods included other-than-temporary impairment charges on our investment in AWE ML of $5.7 million and $38.9 million, respectively.lease termination.

The Company’s effective tax rates from continuing operations for the three months ended ~~July~~March 31, 2023 and April 1, 2022 were 7.6% and ~~July 2, 2021 were 21.9% and 38.5%~~29.7%, ~~respectively, with the decrease primarily due~~respectively. The most significant items contributing to the ~~absence of a $30.8 million expense related to a change in~~difference between the statutory U.S. federal corporate tax rate ~~applied to deferred~~of 21.0% and the Company’s effective tax ~~assets in the United Kingdom and certain nondeductible compensation related charges associated with the Company's PA Consulting investment in~~rate for the three months ended ~~July 2, 2021,~~March 31, 2023 were a tax benefit of $40.2 million related to uncertain tax positions (“UTPs”) in the United States that were effectively settled, of which $30.8 million relates to positions carried forward from the acquisition of CH2M Hill Companies Ltd. that was completed in 2018, as well as a ~~current period~~tax benefit of ~~$9.1~~$8.6 million for the ~~Company recognized due to the reversal~~release of ~~a withholding~~previously valued foreign tax ~~accrual on certain intercompany loans,~~credits. These benefits were partly offset by ~~increases in permanent book/~~U.S. state income tax ~~adjustments, state taxes,~~expense of $5.9 million and U.S. tax on foreign ~~inclusions~~earnings of $4.6 million. These expense items are expected to have a continuing impact on the Company’s effective tax rate for the remainder of the fiscal year.

The most significant items contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0% and the Company's effective tax rate for the three month period in fiscal 2022. Additionally, a $15.6 million payment was made during the current quarter related to an amendment of an Australia tax return, which resulted in the removal of the associated uncertain tax position from the Consolidated Balance Sheet. This payment had no impact on the current quartermonths ended April 1, 2022 were U.S. state income tax ~~provision or effective~~expense of $5.8 million, discrete foreign tax ~~rate.~~items of $5.2 million, none of which are individually significant, and U.S tax on foreign earnings of $1.3 million.

Page 42

The Company's effective tax rates from continuing operations for the ~~nine~~six months ended ~~July~~March 31, 2023 and April 1, 2022 were 15.4% and ~~July 2, 2021~~19.1%, respectively. The most significant items contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0% and the Company’s effective tax rate for the six months ended March 31, 2023 were ~~20.4%~~net tax benefits of $39.0 million mostly related to UTPs mentioned above and ~~33.4%, respectively, with the decrease primarily due to~~ a ~~current year~~ tax benefit of ~~$15.4~~$8.6 million ~~related to~~for the release of previously valued foreign tax credits, partly offset by U.S. state income tax expense of $10.5 million and U.S. tax on foreign earnings of $8.2 million.

The most significant items contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0% and the Company's effective tax rate for the six months ended April 1, 2022 were a net tax benefit of $12.6 million from the change in valuation ~~allowance on~~allowances for previously valued foreign tax credits and ~~$9.1~~India’s minimum alternate tax credit and a tax benefit of $4.9 million related to the reversal of intercompany withholding tax noted above, as well as the absence of prior year expenses related to the United Kingdom’s change in tax rate mentioned above and certain non-deductible pre-tax compensation charges associated with our investment in PA Consulting,filing amended state returns, partly offset by ~~the absence~~U.S. state income tax expense of ~~the benefit from the change in the Company’s assertion about indefinite reinvestment~~$8.9 million and U.S. tax on foreign earnings of ~~certain foreign unremitted earnings in India in fiscal 2021.~~$4.0 million.

The amount of income taxes the Company pays is subject to ongoing audits by tax jurisdictions around the world. In the normal course of business, the Company is subject to examination by tax authorities throughout the world, including such major jurisdictions as Australia, Canada, India, the Netherlands, the United Kingdom and the United States. Our estimate of the potential outcome of any uncertain tax issue is subject to our assessment of the relevant risks, facts, and circumstances existing at the time. The Company believes that it has adequately provided for reasonably foreseeable outcomes related to these matters. However, future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, which may impact our effective tax rate.

~~Page 47~~

Segment Financial Information

The following table provides selected financial information for our operating segments and includes a reconciliation of segment operating profit to total U.S. GAAP operating profit from continuing operations by including certain corporate-level expenses, Restructuring and other charges and transaction and integration costs (in thousands).


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021			March 31, 2023		April 1, 2022		March 31, 2023		April 1, 2022
Revenues from External Customers:	Revenues from External Customers:									Revenues from External Customers:
Critical Mission Solutions	Critical Mission Solutions	$	1,317,109	$	1,218,089	$	3,845,927	$	3,822,949	Critical Mission Solutions	$	1,191,056	$	1,134,381	$	2,266,231	$	2,111,159
People & Places Solutions	People & Places Solutions	2,232,404		2,102,550		6,330,906		6,329,088		People & Places Solutions	2,345,065		2,162,994		4,572,050		4,083,990
Divergent Solutions										Divergent Solutions	241,224		239,294		455,690		432,171
PA Consulting	PA Consulting	277,580		255,797		864,944		354,107		PA Consulting	300,987		297,390		583,030		587,364
Total	Total	$	3,827,093	$	3,576,436	$	11,041,777	$	10,506,144	Total	$	4,078,332	$	3,834,059	$	7,877,001	$	7,214,684


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021			March 31, 2023		April 1, 2022		March 31, 2023		April 1, 2022
Segment Operating Profit:	Segment Operating Profit:									Segment Operating Profit:
Critical Mission Solutions	Critical Mission Solutions	$	104,305	$	108,131	$	329,042	$	332,133	Critical Mission Solutions	$	93,943	$	94,617	$	176,163	$	185,857
People & Places Solutions	People & Places Solutions	210,046		205,324		592,883		603,654		People & Places Solutions	232,205		192,713		458,825		381,554
Divergent Solutions										Divergent Solutions	24,861		17,055		36,828		40,163
PA Consulting	PA Consulting	51,448		56,791		182,850		84,708		PA Consulting	65,631		68,332		116,658		131,402
Total Segment Operating Profit	Total Segment Operating Profit	365,799		370,246		1,104,775		1,020,495		Total Segment Operating Profit	416,640		372,717		788,474		738,976
Other Corporate Expenses (1)	Other Corporate Expenses (1)	(89,887)		(104,532)		(284,479)		(238,198)		Other Corporate Expenses (1)	(107,623)		(89,232)		(201,309)		(194,592)
Restructuring, Transaction and Other Charges (2)	Restructuring, Transaction and Other Charges (2)	(10,150)		(1,968)		(210,986)		(345,725)		Restructuring, Transaction and Other Charges (2)	(19,154)		(117,270)		(59,497)		(200,836)

Total U.S. GAAP Operating Profit	Total U.S. GAAP Operating Profit	265,762		263,746		609,310		436,572		Total U.S. GAAP Operating Profit	289,863		166,215		527,668		343,548
Total Other Income (Expense), net (3)		6,353		19,648		(12,825)		88,650
Total Other Expense, net (3)										Total Other Expense, net (3)	(37,550)		(10,933)		(77,873)		(19,177)
Earnings Before Taxes from Continuing Operations	Earnings Before Taxes from Continuing Operations	$	272,115	$	283,394	$	596,485	$	525,222	Earnings Before Taxes from Continuing Operations	$	252,313	$	155,282	$	449,795	$	324,371

Page 43


(1)			Other corporate expenses ~~also~~ included intangibles amortization of ~~$51.6~~$50.5 million and ~~$49.6~~$48.4 million for the three months ended ~~July~~March 31, 2023 and April 1, 2022, ~~and July 2, 2021,~~ respectively, and ~~$146.9~~$100.2 million and ~~$103.3~~$95.3 million, for the ~~nine~~six months ended ~~July~~March 31, 2023 and April 1, 2022, respectively. Additionally, the six month period of fiscal 2023 included approximately $15.0 million in net favorable impacts from cost reductions compared to the prior year period, which was associated mainly with net favorable impacts during first quarter from changes in employee benefit programs of $41 million offset by approximately $26 million in higher spend in company technology platforms and ~~July 2, 2021, respectively, with the comparative year-to-date period increase mainly attributable to higher amortization from the PA Consulting investment.~~other personnel and corporate cost increases.

(2)			~~Included~~The three months ended March 31, 2023 and April 1, 2022 included real estate impairment charges related to the Company's transformation initiatives of $10.1 million and $2.3 million, respectively, and $37.2 million and $74.6 million for the six months ended March 31, 2023 and April 1, 2022, respectively. Also included in the ~~nine~~three and six months ended ~~July~~April 1, 2022 is $91.3 million ~~in charges~~ related to the final pre-tax settlement of the Legacy CH2M Matter, net of previously recorded reserves and $74.6 million of real estate impairment charges and $24.5 million in other transformation and other charges related to the Company's transformation initiatives. Included in the nine months ended July 2, 2021 are $297.4 million of costs incurred in connection with the investment in PA Consulting, in part classified as compensation costs.reserves.
(3)			The ~~three and nine months~~six month period ended ~~July~~April 1, 2022 included ~~a $13.9~~$3.5 million ~~gain related to a cost method~~in income associated with final exit activities associated with our AWE ML investment ~~sold during the period. The nine months ended July 1, 2022 included~~and a gain of $7.1 million related to a lease termination. ~~The three~~Additionally, the unfavorable change in Other Expense, net for the periods presented are attributable mainly to higher net interest expense year over year, primarily due to higher interest rates as well as the full 2023 period impacts of increased levels of debt outstanding due to fiscal 2022 incremental borrowings associated with the funding of the StreetLight and ~~nine months ended July 2, 2021 include $38.7 million~~BlackLynx acquisitions and ~~$102.2 million, respectively, in fair value adjustments related to our investment in Worley stock (including Worley stock dividends) and certain foreign currency revaluations relating to~~ the ~~ECR sale and $1.0 million and $49.6 million, respectively, in fair value adjustments related to our investment in C3 stock, with both~~payment of ~~these investments sold in fiscal 2021. The nine months ended July 2, 2021 also includes $38.9 million related to impairment of our AWE ML investment.~~the Legacy CH2M Matter settlement.

Critical Mission Solutions

Three Months Ended Nine Months Ended
July 1, 2022 July 2, 2021 July 1, 2022 July 2, 2021
Revenue $ 1,317,109 $ 1,218,089 $ 3,845,927 $ 3,822,949
Operating Profit $ 104,305 $ 108,131 $ 329,042 $ 332,133

~~Page 48~~


	Three Months Ended				Six Months Ended
	March 31, 2023		April 1, 2022		March 31, 2023		April 1, 2022
Revenue	$	1,191,056	$	1,134,381	$	2,266,231	$	2,111,159
Operating Profit	$	93,943	$	94,617	$	176,163	$	185,857

Critical Mission Solutions (CMS) segment revenues for the three and ~~nine~~six months ended ~~July 1, 2022~~March 31, 2023 were ~~$1.32~~$1.19 billion and ~~$3.85~~$2.27 billion, respectively, an increase of ~~$99.0~~$56.7 million and ~~$23.0~~$155.1 million, or ~~8.1%~~5.0% and ~~0.6%~~7.3%, from ~~$1.22~~$1.13 billion and ~~$3.82~~$2.11 billion for the corresponding periods last year. During the three and ~~nine~~six months ended ~~July 1, 2022,~~March 31, 2023, revenue benefited from ~~incremental revenue from recent acquisitions~~contracts awarded in ~~addition to recent contract awards~~fiscal 2022, including a nuclear remediation program with the Department of ~~Energy Nuclear remediation program. Revenue during the nine months ended July 1, 2022 was impacted by several large contracts winding down in the U.S and labor supply challenges.~~Energy. Also, impacts on revenues from unfavorable foreign currency translation were approximately ~~$26.9~~$25.5 million and ~~$34.9~~$58.6 million for the three and ~~nine-month~~six-month periods ended ~~July 1, 2022, respectively,~~March 31, 2023, compared to ~~$26.6~~$10.1 million and ~~$54.2~~$7.9 million in ~~favorable~~unfavorable impacts in the corresponding prior year periods.

Operating profit for the segment was ~~$104.3~~$93.9 million and ~~$329.0~~$176.2 million, respectively, for the three and ~~nine~~six months ended ~~July 1, 2022, representing slight decreases~~March 31, 2023, which was relatively flat for the quarter-to-date period compared to the prior year and a decrease of ~~$3.8 million and $3.1~~$9.7 million, or ~~(3.5)% and (0.9)%~~5.2%, from ~~$108.1 million and $332.1~~$185.9 million for the ~~corresponding periods~~year-to-date period last year. Operating profit ~~levels~~level trends year over year were ~~generally consistent with prior year comparable periods presented, with recent U.S. government contract awards benefiting from higher margins and offsetting impacts from the~~impacted by large contract wind downs ~~mentioned above.~~in early fiscal 2022, which carried higher profit margins, and were offset in part by growth in the nuclear remediation market and the U.S. government space market. Impacts on operating profit from unfavorable foreign currency translation were approximately ~~$3.9~~$3.3 million and ~~$5.0~~$7.2 million for the three and ~~nine~~six months ended ~~July 1, 2022,~~March 31, 2023, as compared to ~~favorable~~insignificant impacts ~~of approximately $4.3 million and $8.8 million~~ in the corresponding prior year periods.

Subsequent Event

On May 9, 2023, the Company announced its intention to spin-off our CMS business into an independent publicly traded company to Jacobs’ stockholders. Jacobs is targeting to complete the separation in the second half of fiscal year 2024 through a distribution that is intended to be tax-free to Jacobs’ shareholders for U.S. federal income tax purposes.There can be no assurances with respect to the timing or form of a separation transaction and completion remains subject to final approval by Jacobs’ Board of Directors and other customary conditions.

Page 44

People & Places Solutions

Three Months Ended Nine Months Ended
July 1, 2022 July 2, 2021 July 1, 2022 July 2, 2021
Revenue $ 2,232,404 $ 2,102,550 $ 6,330,906 $ 6,329,088
Operating Profit $ 210,046 $ 205,324 $ 592,883 $ 603,654


	Three Months Ended				Six Months Ended
	March 31, 2023		April 1, 2022		March 31, 2023		April 1, 2022
Revenue	$	2,345,065	$	2,162,994	$	4,572,050	$	4,083,990
Operating Profit	$	232,205	$	192,713	$	458,825	$	381,554

Revenues for the People & Places Solutions (P&PS) segment for the three ~~months~~and six-months ended ~~July 1, 2022 was $2.23~~March 31, 2023 were $2.35 billion and ~~$6.33~~$4.57 billion, respectively, an increase of ~~$129.9~~$182.1 million and ~~$1.8~~$488.1 million, or ~~6.2%~~8.4% and —%12.0%, from ~~$2.10~~$2.16 billion and ~~$6.33~~$4.08 billion for the corresponding periods last year. The ~~increase~~increases in revenue for the three and six months ended ~~July 1, 2022 was~~March 31, 2023 were primarily driven by growth in both our advanced facilities ~~business~~and U.S. businesses as compared to the prior year corresponding period. The increase in revenue for the nine months ended July 1, 2022 was primarily due to higher fee-based revenue from our advanced facilities and international businesses offset in part by lower pass through revenues across the business as compared to the prior year corresponding period.periods. Foreign currency translation had a ~~$69.2~~$51.2 million and ~~$103.8~~$134.5 million unfavorable impact on revenues in our international businesses for the three and ~~nine-month~~six month periods ended ~~July 1, 2022,~~March 31, 2023, respectively, as compared to ~~favorable~~unfavorable impacts of ~~$73.6~~$32.0 million and ~~$158.9~~$34.6 million in the corresponding prior year periods.

Operating profit for the segment for the three and ~~nine~~six month ~~periods~~period ended ~~July 1, 2022 was $210.0~~March 31, 2023 were $232.2 million and ~~$592.9~~$458.8 million, respectively, an increase of ~~$4.7 million for the three-month period and a decrease of $10.8 million for the nine-month period, or 2.3% and (1.8)% from $205.3~~$39.5 million and ~~$603.7~~$77.3 million, or 20.5% and 20.3%, from $192.7 million and $381.6 million for the corresponding periods last year. The year-over-year ~~increase~~increases in operating profit for the three and six months ended ~~July 1, 2022 was~~March 31, 2023 were driven primarily by the revenue growth mentioned above ~~but partially offset by higher personnel costs associated with investments in advance of expected growth anticipated in late 2022~~while holding selling, general and ~~2023. For the nine months ended July 1, 2022, operating profit decreased year-over-year due mainly to similar cost increases mentioned above in the first half of the year.~~administrative expenses relatively flat. Foreign currency translation had a ~~$11.8~~$9.5 million and ~~$18.7~~$25.4 million unfavorable impact on operating profit in our international businesses for the three and ~~nine-month~~six month periods ended ~~July 1, 2022,~~March 31, 2023, respectively as compared to ~~favorable~~unfavorable impacts of ~~$13.9~~$6.6 million and ~~$27.7~~$6.8 million in the corresponding prior year periods.

Page 4945

Divergent Solutions


	Three Months Ended				Six Months Ended
	March 31, 2023		April 1, 2022		March 31, 2023		April 1, 2022
Revenue	$	241,224	$	239,294	$	455,690	$	432,171
Operating Profit	$	24,861	$	17,055	$	36,828	$	40,163

Revenues for the Divergent Solutions segment for the three and six months ended March 31, 2023 were $241.2 million and $455.7 million, respectively, an increase of $1.9 million and $23.5 million, or 0.8% and 5.4%, from $239.3 million and $432.2 million for the corresponding periods last year. The increases in revenue for the three and six months ended March 31, 2023 benefited from incremental revenues from the StreetLight acquisition (owned for the full period in fiscal 2023) and the startup of new programs previously won in fiscal 2022. Foreign currency translation impacts on revenue were not significant for any period presented.

Operating profit for the segment was $24.9 million and $36.8 million, respectively, for the three and six months ended March 31, 2023, an increase of $7.8 million and a decrease of $3.3 million, or 45.8% and (8.3)%, from $17.1 million and $40.2 million for the corresponding periods last year. The increase in operating profit for the three month period was due mainly to favorable year over year software licensing revenue, with the decrease in operating profit for the six months ended March 31, 2023, primarily driven by unfavorable impacts from overhead billing rate differences during the first quarter of 2023 versus the prior year first quarter mainly in our cyber intelligence market, offset in part by the licensing revenue in the current quarter mentioned above. Impacts on operating profit from foreign currency were not significant for any periods presented.

PA Consulting


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021			March 31, 2023		April 1, 2022		March 31, 2023		April 1, 2022
Revenue	Revenue	$	277,580	$	255,797	$	864,944	$	354,107	Revenue	$	300,987	$	297,390	$	583,030	$	587,364
Operating Profit	Operating Profit	$	51,448	$	56,791	$	182,850	$	84,708	Operating Profit	$	65,631	$	68,332	$	116,658	$	131,402

Revenues for the PA Consulting segment for the three and ~~nine~~six months ended ~~July 1, 2022~~March 31, 2023 were ~~$277.6~~$301.0 million and ~~$864.9~~$583.0 million, respectively, an increase of ~~$21.8~~$3.6 million and ~~$510.8~~a decrease $4.3 million, or ~~8.5%~~1.2% and ~~144.3%~~(0.7)%, from ~~$255.8~~$297.4 million and ~~$354.1~~$587.4 million for the corresponding periods last year. ~~The increase in revenue~~Revenues for the three ~~months~~and six-months ended ~~July 1, 2022 was primarily driven~~March 31, 2023 were impacted by growth in the U.K. business. The increase in revenue for the year-to-date period in the current year was due mainly to the full year-to-date impact of revenues from our March 2, 2021 investment in PA Consulting. Foreignforeign currency translation, which had a ~~$34.0~~$30.7 million and ~~$38.1~~$72.3 million unfavorable impact ~~on revenues~~ in our international businesses, ~~for the three~~ and ~~nine months ended July 1, 2022, respectively~~unfavorable impacts of $9.5 million and ~~a favorable impact of $29.3~~$4.1 million ~~for~~in the corresponding prior year ~~quarter and year-to-date~~ periods. In local currency (primarily GBP), PA Consulting experienced an approximate 10% increase in revenues as compared to the prior year periods, primarily due to higher volumes in PA Consulting's existing business for previously delayed projects in fiscal 2022.

Operating profit for the segment for the three and ~~nine~~six months ended ~~July 2, 2021~~March 31, 2023 was ~~$51.4~~$65.6 million and ~~$182.9~~$116.7 million, respectively, a decrease of ~~$5.3~~$2.7 million and ~~an increase of $98.1~~$14.7 million, or ~~(9.4)%~~4.0% and ~~115.9%~~11.2%, from ~~$56.8~~$68.3 million and ~~$84.7~~$131.4 million, ~~respectively,~~ for the corresponding periods last year. The decrease in operating profit for the three months ended July 1, 2022 was driven by normalization of utilization rates during the quarter. The increase in operating profit for the year-to-date period was alsoThese decreases are mainly due ~~mainly~~ to ~~the full year-to-date impact of operating profit from our March 2, 2021 investment in PA Consulting. Foreign~~unfavorable foreign currency translation ~~had a $6.7 million and $8.1 million unfavorable impact on operating profit~~impacts in our international ~~businesses~~business of $6.5 million and $13.4 million, for the three and ~~nine~~six months ended ~~July 1, 2022~~March 31, 2023, respectively, as compared to $1.4 million and ~~a favorable~~$2.5 million in unfavorable impact ~~of $6.4 million for~~in the corresponding prior ~~quarter~~year periods. Additionally, operating profit was impacted in the year periods by higher labor costs due to a competitive labor market and ~~year-to-date periods.~~lower utilization.

Other Corporate Expenses

Other corporate expenses for the three and ~~nine~~six months ended ~~July 1, 2022~~March 31, 2023 were ~~$89.9~~$107.6 million and ~~$284.5~~$201.3 million, ~~respectively, a decrease of $14.6 million and~~ an increase of ~~$46.3 million from $104.5~~$18.4 million and ~~$238.2~~$6.7 million, or 20.6% and 3.5%, from $89.2 million and $194.6 million for the corresponding periods last year. ~~This decrease during~~The increase for the three month period ended March 31, 2023 was ~~due to decreases~~primarily driven by continued higher investments in ~~real estate related costs, as well as~~company technology platforms and higher incentive and other ~~department spend decreases due in part to the Company's transformation initiatives.~~compensation charges. The increase ~~during~~for the ~~current~~ year-to-date period was ~~primarily due~~attributable to these higher ~~intangible amortization expense~~IT and people costs in the second quarter offset by approximately $15.0 million in net favorable impacts during first quarter 2023 from ~~the StreetLight~~cost reductions associated mainly with changes in employee benefit programs, partly offset by higher spend in company technology platforms and ~~BlackLynx acquisitions~~other personnel and ~~the PA Consulting investment, as well as impacts from higher Company benefit program costs.~~corporate cost increases.

Page 46

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

Restructuring and Other Charges

See Note ~~18-~~16- Restructuring and Other Charges for information on the Company’s activity relating to restructuring and other charges.

~~Page 50~~

Backlog Information

~~We include in backlog the total dollar amount of revenues~~Backlog represents revenue we expect to ~~record in the future as a result~~realize for work to be completed by our consolidated subsidiaries and our proportionate share of ~~performing~~ work ~~under contracts that have been awarded~~ to us. Our policy with respect to Operations & Maintenance ("O&M") contracts, however, is to include in backlog the amount of revenues we expect to receive for one succeeding year, regardless of the remaining life of the contract. For national government programs (other than national government O&M contracts, which are subject to the same policy applicable to all other O&M contracts), our policy is to include in backlog the full contract award, whether funded or unfunded, excluding option periods.be performed by unconsolidated joint ventures. Because of variations in the nature, size, expected duration, funding commitments, and the scope of services required by our contracts, the amount and timing of when backlog will be recognized as revenues includes significant estimates and can vary greatly between individual contracts.

Consistent with industry practice, substantially all of our contracts are subject to cancellation or termination at the option of the client, including our U.S. government work. While management uses all information available to determine backlog, at any given time our backlog is subject to changes in the scope of services to be provided as well as increases or decreases in costs relating to the contracts included therein. Backlog is not necessarily an indicator of future revenues.

Because certain contracts (e.g., contracts relating to large Engineering, Procurement & Construction ("EPC") projects as well as national government programs) can cause large increases to backlog in the fiscal period in which we recognize the award, and because many of our contracts require us to provide services that span over several fiscal quarters (and sometimes over fiscal years), we have presented our backlog on a year-over-year basis, rather than on a sequential, quarter-over-quarter basis.

The following table summarizes our backlog at ~~July~~March 31, 2023 and April 1, 2022 ~~and July 2, 2021~~ (in millions):


		July 1, 2022		July 2, 2021			March 31, 2023		April 1, 2022
Critical Mission Solutions	Critical Mission Solutions	$	10,222	$	9,565	Critical Mission Solutions	$	8,136	$	7,509
People & Places Solutions	People & Places Solutions	17,542		15,557		People & Places Solutions	17,563		16,949
Divergent Solutions						Divergent Solutions	2,956		3,063
PA Consulting	PA Consulting	326		314		PA Consulting	319		269
Total	Total	$	28,090	$	25,436	Total	$	28,974	$	27,790

The increase in backlog in Critical Mission Solutions (CMS) from ~~July 2, 2021~~April 1, 2022 was primarily driven by ~~success in closing on a number of key opportunities~~new business awards in the ~~U.S~~U.S. government ~~space.~~space and nuclear remediation sectors offsetting slower growth in the U.S. Defense market.

The increase in backlog in People & Places Solutions (P&PS) from ~~July 2, 2021~~April 1, 2022 was primarily driven by new business awards in our federal, environmental and advanced facilities business.

The decrease in backlog in Divergent Solutions (DVS) from April 1, 2022 was primarily driven by delays in new awards and shorter contract extensions specifically within the government markets.

The increase in backlog in PA Consulting ~~backlog~~from April 1, 2022 was ~~consistent and in line with~~primarily driven by strategic focus on long-term projects as well as organic year over year growth of the ~~prior year comparable period backlog.~~business.

Page 47

Consolidated backlog differs from the Company’s remaining performance obligations as defined by ASC 606 primarily because of contract change orders or new wins not yet processed and our national government contracts ~~(other than national government O&M contracts). Our~~where our policy is to generally include in backlog the ~~full~~ contract award, whether funded or unfunded excluding ~~the~~certain option periods while our remaining performance obligations represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. Additionally, the Company ~~includes~~does not include our proportionate share of backlog related to unconsolidated joint ventures ~~which is not included~~ in our remaining performance obligations.

Liquidity and Capital Resources

At ~~July 1, 2022,~~March 31, 2023, our principal sources of liquidity consisted of $$1.22 billion~~1.10 billion~~ in cash and cash equivalents and ~~$1.08~~$1.17 billion of available borrowing capacity under our $2.25 billion revolving credit agreement (the "Revolving Credit Facility"). We finance much of our operations and growth through cash generated by our operations.

The amount of cash and cash equivalents at ~~July 1, 2022~~March 31, 2023 represented an increase of ~~$88.0~~$82.9 million from ~~$1.01~~$1.14 billion at ~~October 1, 2021~~September 30, 2022, the reasons for which are described below.

~~Page 51~~

Our net cash flow provided by operations of ~~$197.2~~$434.3 million during the ~~nine~~six months ended ~~July 1, 2022~~March 31, 2023 was unfavorable ~~unfavorable~~ by ~~$326.4~~$11.9 million in comparison to the cash flow provided by operations of ~~$523.6~~$446.3 million for the corresponding prior year period. The year-over-year decrease in cash from operations is primarily attributable to a decrease in working capital performance compared to the ~~Legacy CH2M Matter cash settlement paid~~prior period, offset in part by higher earnings after adjustments for non-cash items compared to the ~~current fiscal quarter.~~prior period.

Our net cash used for investing activities for the ~~nine~~six months ended March 31, 2023 was ~~$491.2~~$76.7 million, compared to cash used for investing activities of ~~$1.72 billion~~$458.8 million in the corresponding prior year period, with this change due primarily to the ~~acquisitions of StreetLight and BlackLynx in the current year and our investment in PA Consulting and~~ acquisition of ~~Buffalo Group~~BlackLynx and StreetLight in the prior year.

Our net cash ~~provided by~~used for financing activities o~~f $461.8~~of $336.0 million for the ~~nine~~six months ended ~~July 1, 2022~~March 31, 2023 resulted mainly from ~~net proceeds from borrowings of $799.2 million primarily~~ ~~in connection with the StreetLight and BlackLynx acquisitions,~~ ~~partly~~ ~~offset~~ by cash used for share repurchases of ~~$250.7~~$140.5 million, ~~and $86.6~~$58.4 million in repurchase of PA Consulting related redeemable noncontrolling interests, $62.8 million in dividends to shareholders and ~~$16.1~~$53.8 million in ~~dividends to noncontrolling interest holders~~.net repayments of long-term borrowing, partly offset by net proceeds from issuance of common stock of $25.4 million. Cash provided by financing activities in the corresponding prior year period was ~~$1.28 billion,~~ $235.1 million, due primarily to net proceeds from borrowings of ~~$1.42 billion,~~$387.1 million, offset by cash used for ~~share~~ repurchases of ~~$24.9~~PA Consulting related redeemable noncontrolling interests of $35.1 million and ~~$79.8~~$57.2 million in ~~dividends~~dividends to shareholders and ~~$40.1~~$9.4 million in net dividends to ~~(contributions from)~~ noncontrolling interest holders.

At ~~July 1, 2022,~~March 31, 2023, the Company had approximately ~~$220.5~~$217.3 million in cash and cash equivalents held in the U.S. and ~~$881.8 million~~$1.0 billion held outside of the U.S. (primarily in the U.K., the Eurozone, Australia, India, ~~Japan~~Canada, Israel and the United Arab Emirates), which is used primarily for funding operations in those regions. Other than the tax cost of repatriating funds to the U.S. (see Note ~~7 -~~6- Income Taxes of Notes to Consolidated Financial Statements included in our ~~2021~~2022 Form 10-K), there are no material impediments to repatriating these funds to the U.S.

The ~~Company~~Company had ~~$286.9~~$322.4 million in le~~tters~~letters of credit outstanding at ~~July 1, 2022.~~March 31, 2023. Of this amount, $1.3 million was issued under the Revolving Credit Facility and ~~$285.6~~$321.1 million was issued under separate, committed and uncommitted letter-of-credit facilities.

On ~~April 12, 2022,~~February 6, 2023, the Company ~~paid cash~~refinanced its Revolving Credit Facility and Term Loan Facilities and on February 16, the Company issued $500.0 million in Bonds. See Note 11- Borrowings for further discussion relating to the terms of ~~AUD640 million, or approximately $475 million using mid-April 2022 exchange rates, which represents~~ the ~~final pre-tax settlement of Legacy CH2M Matter. For more information please refer to Note 19 -~~ ~~Commitments~~Bonds, the Revolving Credit Facility and ~~Contingencies~~Term Loan Facilities following the issuance and ~~Derivative Financial Instruments.~~refinancing.

~~Page 52~~

Page 48

On March 2, 2021, Jacobs completed the strategic investment of a 65% interest in PA Consulting, a UK-based leading innovation and transformation consulting firm. The total consideration paid by the Company was $1.7 billion, funded through cash on hand, proceeds from a new term loan and draws on the Company's existing revolving credit facility. Further, in connection with the transaction, an additional $261 million in investment proceeds had not yet been distributed at the investment date ~~due~~ to continuing employment requirements of associated management owners. Consequently, this amount represented compensation expense incurred related to the investment that was expensed subsequent to the acquisition date, and was reflected in selling, general and administrative expense and cash from operations for the fiscal year ended October 1, 2021. The remaining 35% interest was acquired by PA Consulting employees, whose redeemable noncontrolling interests had a fair value of $582.4 million on the closing date, including subsequent purchase accounting adjustments. PA Consulting is accounted for as a consolidated subsidiary and as a separate operating segment under U.S. GAAP accounting rules.

On November 24, 2020, a subsidiary of Jacobs completed the acquisition of Buffalo Group, a leader in advanced cyber and intelligence solutions, which allows Jacobs to further expand its cyber and intelligence solutions offerings to government clients. The Company paid total consideration of $190.1 million, which was comprised of approximately $182.4 million in cash to the former owners of Buffalo Group and contingent consideration of $7.7 million, The contingent consideration was subsequently recognized as an offset to selling, general and administrative expense when it was determined no amounts would be paid. In conjunction with the acquisition, the Company assumed the Buffalo Group's debt of approximately $7.7 million. The Company repaid all of the assumed Buffalo Group debt by the end of the first fiscal quarter of 2021. The Company has recorded its final purchase price allocation associated with the acquisition, which is summarized in Note 16- ~~Other Business Combinations.~~

We believe we have adequate liquidity and capital resources to fund our projected cash requirements for the next twelve months based on the liquidity provided by our cash and cash equivalents on hand, our borrowing capacity and our continuing cash from operations. We further believe that our financial resources and discretionary spend controls will allow us to continue managing the negative impacts of the COVID-19 pandemic on our business operations for the foreseeable future. We continue to evaluate the impact of the pandemic on our business and reassess accordingly.

We were in compliance with all of our debt covenants at ~~July 1, 2022.~~March 31, 2023.

Page 49

Supplemental Obligor Group Financial Information

On February 16, 2023, Jacobs Engineering Group Inc., a wholly-owned subsidiary of Jacobs Solutions Inc. (together, the "Obligor Group"), completed an offering of $500 million aggregate principal amount of its 5.9% Sustainability-Linked Bonds due 2033 (the “Bonds”). The Bonds are fully and unconditionally guaranteed by the Company (the “Guarantee”). The Bonds and the Guarantee were offered pursuant to a prospectus supplement, dated February 13, 2023, to the prospectus dated February 6, 2023, that forms a part of the Company and JEGI’s automatic shelf registration statement on Form S-3ASR (File Nos. 333-269605 and 333-269605-01) previously filed with the Securities and Exchange Commission.

In accordance with the SEC Regulation S-X Rule 13-01, set forth below is the summarized financial information for the Obligor Group on a combined basis after elimination of (i) intercompany transactions and balances between Jacobs and JEGI and (ii) equity in the earnings from and investments in all other subsidiaries of the Company that do not guarantee the registered securities of either Jacobs or JEG. This summarized financial information (in thousands) has been prepared and presented pursuant to Regulation S-X Rule 13-01, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities” and is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S. GAAP.


	Six Months Ended
(in thousands)	March 31, 2023
Summarized Statement of Earnings Data
Revenue	$	1,607,765

Direct Costs	$	1,342,185

Selling, General and Administrative Expenses	$	145,721
Net earnings attributable to Guarantor Subsidiaries from continuing operations	$	46,407
Noncontrolling interests	$	(370)


(in thousands)	March 31, 2023		September 30, 2022
Summarized Balance Sheet Data
Current assets, less receivables from Non-Guarantor Subsidiaries	$	679,885	$	641,281
Current receivables from Non-Guarantor Subsidiaries	$	101,458	$	144,564
Noncurrent assets, less noncurrent receivables from Non-Guarantor Subsidiaries	$	493,648	$	494,185
Noncurrent receivables from Non-Guarantor Subsidiaries	$	654,179	$	612,260
Current liabilities	$	526,541	$	573,614
Current liabilities to Non-Guarantor Subsidiaries	$	55,365	$	—
Long-term Debt	$	3,012,542	$	2,986,124
Other Noncurrent liabilities, less amounts payable to Non-Guarantor Subsidiaries	$	275,167	$	289,452
Noncurrent liabilities to Non-Guarantor Subsidiaries	$	469,774	$	434,092
Noncontrolling interests	$	1,135	$	947
Accumulated deficit	$	(2,411,354)	$	(2,391,939)

Page 50

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not enter into derivative financial instruments for trading, speculation or other similar purposes that would expose the Company to market risk. In the normal course of business, our results of operations are exposed to risks associated with fluctuations in interest rates and currency exchange rates.

~~Page 53~~

Interest Rate Risk

Please see the Note ~~12 -~~11- Borrowings in Notes to Consolidated Financial Statements appearing under Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference, for a discussion of the Revolving Credit Facility, Term Loan Facilities and Note Purchase Agreement.

Our Revolving Credit Facility, Term Loan Facilities and certain other debt obligations are subject to variable rate interest which could be adversely affected by an increase in interest rates. As of ~~July 1, 2022,~~March 31, 2023, we had an aggregate of ~~$3.08~~$2.96 billion in outstanding borrowings under our Revolving Credit Facility and Term Loan Facilities. 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 Term Loan Facilities). Depending on the Company’s Consolidated Leverage Ratio, borrowings denominated in U.S. dollars under the Revolving Credit Facility and the Term Loan Facilities bear interest at a ~~Eurocurrency~~SOFR rate plus a margin of between ~~0.875%~~0.975% and ~~1.625%~~1.725% or a base rate plus a margin of between 0.0% 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 ~~0.875%~~0.908% and ~~1.625%~~1.658%. Additionally, if our ~~Consolidated Leverage Ratio exceeds a~~Revolving Credit Facility, Term Loan Facilities and the Bonds have interest rates subject to potential increases relating to certain ~~amount,~~ESG metrics as stipulated in the ~~interest on the Senior Notes may increase by 75 basis points.~~ related agreements and as discussed in Note 11- Borrowings.

However, as discussed in Note ~~19 -~~17- Commitments and Contingencies and Derivative Financial Instruments, we are party to swap agreements with an aggregate notional value of ~~$894.5~~$899.5 million to convert the variable rate interest based liabilities associated with a corresponding amount of our debt into fixed interest rate liabilities, leaving ~~$2.18~~$2.06 billion in principal amount subject to variable interest rate risk. Additionally, during fiscal 2022, we entered into two treasury lock arrangements with an aggregate notional value of $500.0 million, which were settled in second quarter fiscal 2023, and are disclosed in further detail in Note 17- Commitments and Contingencies and Derivative Financial Instruments.

For the ~~nine~~six months ended ~~July 1, 2022,~~March 31, 2023, our weighted average borrowings that are subject to floating rate exposure were approximately ~~$2.18~~$2.61 billion. If floating interest rates had increased by 1.00%, our interest expense for the ~~nine~~six months ended ~~July 1, 2022~~March 31, 2023 would have increased by approximately ~~$16.4~~$13.1 million.

Foreign Currency Risk

In situations where the Company incurs costs in currencies other than our functional currency, we sometimes enter into foreign exchange contracts to limit our exposure to fluctuating foreign currencies. We follow the provisions of ASC No. 815, Derivatives and Hedging in accounting for our derivative contracts. The Company has ~~$186.1~~$720.9 million in notional value of exchange rate sensitive instruments at ~~July 1, 2022.~~March 31, 2023. See Note ~~19 -~~17- Commitments and Contingencies and Derivative Financial Instruments for discussion.

Page 5451

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our ~~Chair and~~ Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of its ~~Chair and~~ Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of the Company’s disclosure controls and procedures as defined by Rule 13a-15(e) of the Exchange Act defined above, as of ~~July 1, 2022,~~March 31, 2023, the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). Based on that evaluation, the Company’s management, with the participation of the Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) concluded that the Company’s disclosure controls and procedures, as of the Evaluation Date, were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s ~~Chair and~~ Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting which were identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act during the quarter ended ~~July 1, 2022~~March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Page 5552

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The information required by this Item 1 is included in the Note ~~19 -~~17- Commitments and Contingencies and Derivative Financial Instruments included in the Notes to Consolidated Financial Statements appearing under Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Item 1A. Risk Factors.

~~Please refer to~~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 ~~2021~~2022 Form 10-K, which is incorporated herein by ~~reference, for a discussion of some of~~reference. The risk factors disclosed under that Report in addition to the ~~factors that have affected~~other information set forth in this Report, could materially affect our business, financial condition, and results of ~~operations in the past and which could affect us in the future. There have been no material changes to those risk factors.~~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.

Page 53

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 ~~third~~second fiscal quarter of ~~2022.~~2023.

Share Repurchases

On ~~February 4, 2022~~January 25, 2023, the ~~Company issued 6,620 shares~~Company's Board of ~~restricted stock in connection with its acquisition~~Directors authorized an incremental share repurchase program of ~~Streetlight~~up to certain stockholders in exchange for certain of their vested stock awards in StreetLight. These shares are subject to certain lockup restrictions agreed to by the Company and the shareholders. For further discussion$1.0 billion of the ~~StreetLight acquisition, see Note 16-~~Company's stock, to expire on January 25, 2026 (the "2023 Repurchase Authorization"). ~~Other Business Combinations~~No repurchase activity has taken place under .

~~These shares were issued in a transaction exempt from~~ the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon Section 4(a)(2) of the Securities Act. The recipients of the securities in each of these transactions represented their intentions2023 Share Repurchase Authorization to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the share certificates issued in these transactions.

~~Share Repurchases~~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, ~~to expire~~that expired on January 15, 2023 (the "2020 Repurchase Authorization"). ~~A summary of~~There were no repurchases of the Company’s common stock made during the ~~third~~second quarter of fiscal ~~2022~~2023 under the ~~share repurchase program is as follows:~~

Period Total Number of Shares Purchased Average Price Per Share (1) Total Number of Shares Purchased under the 2020 Repurchase Authorization Approximate Dollar Value of Shares that May Yet Be Purchased Under the 2020 Repurchase Authorization
April 4, 2022 - April 29, 2022 479,010 $142.68 479,010 $664,578,582
May 2, 2022 - May 27, 2022 980,105 $135.05 980,105 $532,213,425

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

~~Page 56~~

Item 4. Mine Safety Disclosure.

None.

Item 5. Other Information.

None.

Page 5754

Item 6. Exhibits.



3.1			Amended and Restated Certificate of Incorporation of Jacobs Solutions Inc. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K on August 29, 2022 and incorporated herein by reference.
3.2			Amended and Restated Bylaws of Jacobs Solutions Inc., dated as of October 11, 2022. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K/A on October 14, 2022 and incorporated herein by reference.
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 Trustee. Filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K on February 16, 2023 and incorporated herein by reference.
4.2			First Supplemental Indenture, dated as of February 16, 2023, among Jacobs Solutions Inc., Jacobs Engineering Group Inc., and U.S. Bank Trust Company, National Association, as Trustee. Filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K on February 16, 2023 and incorporated herein by reference.
4.3			Form of the Notes, including the Guarantee. Filed as part of Exhibit 4.2 to the Registrant's Current Report on Form 8-K on February 16, 2023 and incorporated herein by reference.
10.1*			Form of Indemnification Agreement entered into between Jacobs Solutions Inc. and certain of its officers and directors.
10.2#*			Jacobs Solutions Inc. Executive Deferral Plan, effective January 1, 2023.
10.3#*			Form of Restricted Stock Unit Agreement (awarded pursuant to the Jacobs Solutions Inc. 1999 Outside Directors Stock Plan).
10.4#			J acobs Solution Inc. 2023 Stock Incentive Plan, as amended and restated effective January 24, 2023. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on January 27, 2023 and incorporated herein by reference.
10.5			Third Amended and Restated Credit Agreement, dated as of February 6, 2023, by and among Jacobs Solutions Inc., Jacobs Engineering Group Inc., certain subsidiaries parties thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on February 7, 2023 and incorporated herein by reference.
10.6			Amended and Restated Term Loan Agreement, dated as of February 6, 2023, by and among Jacobs Solutions Inc., Jacobs Engineering Group Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent. Filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K on February 7, 2023 and incorporated herein by reference.
10.7			Third Amendment to Term Loan Agreement, dated as of February 6, 2023, by and among Jacobs Solutions Inc., Jacobs Engineering Group Inc., Jacobs U.K. Limited, the lenders party thereto, and Bank of America, N.A., as administrative agent. Filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K on February 7, 2023 and incorporated herein by reference.
22.1*			Subsidiary Issuers of Guaranteed Securities.
31.1*			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2*			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1*			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101			The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~July 1, 2022,~~March 31, 2023, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Earnings, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed ~~tags~~tags.
104			The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~July 1, 2022,~~March 31, 2023, (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

# Management contract or compensatory plan or arrangement

Page 55

Page 5856

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

JACOBS ~~ENGINEERING GROUP~~SOLUTIONS INC.


By:			/s/ Kevin C. Berryman
			Kevin C. Berryman
			President
			and Chief Financial Officer
			(Principal Financial Officer)

Date:			~~August 1, 2022~~May 9, 2023

Page 5957


	Change in Net Pension Obligation		Foreign Currency Translation Adjustment (1)		Gain/(Loss) on Cash Flow Hedges		Total
Balance at October 1, 2021	$	(394,561)	$	(407,240)	$	7,359	$	(794,442)
Other comprehensive income (loss)	45,775		(239,281)		40,355		(153,151)
Reclassifications from accumulated other comprehensive income (loss)	—		—		5,081		5,081
Balance at July 1, 2022	$	(348,786)	$	(646,521)	$	52,795	$	(942,512)


Period	Total Number of Shares Purchased	Average Price Per Share (1)	Total Number of Shares Purchased under the 2020 Repurchase Authorization	Approximate Dollar Value of Shares that May Yet Be Purchased Under the 2020 Repurchase Authorization
April 4, 2022 - April 29, 2022	479,010	$142.68	479,010	$664,578,582
May 2, 2022 - May 27, 2022	980,105	$135.05	980,105	$532,213,425