J 10-K Annual Report Sept. 29, 2023 | Alphaminr
JACOBS ENGINEERING GROUP INC /DE/
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J 10-K Fiscal year ended Sept. 29, 2023

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JACOBS ENGINEERING GROUP INC /DE/
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosurePart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

2.1 Agreement and Plan of Merger among The KeyW Holding Corporation, Jacobs Engineering Group Inc. and Atom Acquisition Sub, Inc., dated April 21, 2019. Filed as Exhibit 2.1 to the Registrants Current Report on Form 8-K on April 22, 2019 and incorporated herein by reference. 2.2 Amended and Restated Stock and Asset Purchase Agreement, dated as of April 26, 2019, by and between Jacobs Engineering Group Inc. and WorleyParsons Limited. Filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K on April 29, 2019 and incorporated herein by reference. 2.3 Implementation Deed, dated as of November 27, 2020, by and among PA Consulting Group Limited, CEP IV Garden S.A.R.L., Jacobs Consulting Solutions Limited, Jacobs Engineering Group Inc. and the persons set out in Schedule 1 thereto. Filed as Exhibit 2.1 to the Registrants Current Report on Form 8-K on November 30, 2020 and incorporated herein by reference. 2.4 Warranty Deed, dated as of November 27, 2020, by and among the Warrantors named therein and Jacobs Consulting Solutions Limited. Filed as Exhibit 2.2 to the Registrants Current Report on Form 8-K on November 30, 2020 and incorporated herein by reference. 3.1 Amended and Restated Certificate of Incorporation of Jacobs Solutions Inc. Filed as Exhibit 3.1 to the Registrants 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 ofJuly 6, 2023. Filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K/A onJuly 11, 2023and 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, 2023and incorporated herein by reference. 4.4 Second Supplemental Indenture, dated as of August 18, 2023, amongJacobs Solutions Inc., Jacobs Engineering Group Inc. and the U.S. Bank Trust Company, National Association, as.Trustee.Filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K on August 18, 2023 and incorporated herein by reference. 4.5 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 August 18, 2023 and incorporated herein by reference. 4.6 Description of the Registrants Securities.Filed as Exhibit 4.1 to the Registrants fiscal 2022 Annual Report on Form 10-K and incorporated herein by reference. 10.1 Third Amended and Restated Credit Agreement, dated February 6, 2023, by and among Jacobs Solutions Inc., Jacobs Engineering Group Inc., certain of its subsidiaries party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on February 7, 2023 and incorporated herein by reference. 10.2 Amended and Restated Term Loan Agreement, dated as of February 6, 2023, among Jacobs Solutions Inc., Jacobs Engineering Group Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent,. Filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K on February 7, 2023 and incorporated herein by reference. 10.3 Credit Agreement, dated as of March 25, 2020, among Jacobs Engineering Group Inc. and Jacobs U.K. Limited, as borrowers, the lenders party thereto, Bank of America, N.A. as administrative agent, Bank of America, N.A., BNP Paribas and Wells Fargo Bank, N.A., as co-syndication agents, The Bank of Nova Scotia, HSBC Bank USA, National Association, USA, PNC Bank, National Association, TD Bank, N.A., Truist Bank and U.S. Bank National Association, as co-documentation agents, and BofA Securities, Inc., BNP Paribas Securities Corp. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K on March 27, 2020 and incorporated herein by reference. 10.4 Amendment to Credit Agreement (LIBOR Transition), dated as of December 6, 2021, among Jacobs Engineering Group Inc. and Jacobs U.K. Limited, as borrowers, and Bank of America, N.A., as administrative agent, to the Credit Agreement, dated as of March 25, 2020, by and among Jacobs Engineering Group Inc. and Jacobs U.K. Limited, as borrowers, the lenders party thereto, and Bank of America, N.A. as administrative agent. Filed as Exhibit 10.5 to the Registrant'sQuarterly Report on Form 10-Q for the first quarter of fiscal 2022 and incorporated herein by reference. 10.5 Second Amendment to Credit Agreement, dated as of August 26, 2022, among Jacobs Engineering Group Inc. and Jacobs U.K. Limited, as borrowers, and Bank of America, N.A., as administrative agent, to the Credit Agreement, dated as of March 25, 2020, by and among Jacobs Engineering Group Inc. and Jacobs U.K. Limited, as borrowers, the lenders party thereto, and Bank of America, N.A. as administrative agent.Filed as Exhibit 10.9 to theRegistrant'sfiscal 2022Annual Report on Form 10-Kand incorporated herein by reference. 10.6 Third Amendment to Credit Agreement, dated as of February 6, 2023, by and among Jacobs Solutions Inc., Jacobs Engineering Group Inc., Jacobs U.K. Limited, the lenders party thereto, and Bank of America, N.A., as administrative agent, to the Credit Agreement, dated as of March 25, 2020, by and among Jacobs Engineering Group Inc. and Jacobs U.K. Limited, as borrowers, the lenders party thereto, and Bank of America, N.A. as administrative agent. . Filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K on February 7, 2023 and incorporated herein by reference. 10.7# Offer Letter by and between Jacobs Engineering Group Inc. and Steven J. Demetriou, dated July 10, 2015. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K on July 16, 2015 and incorporated herein by reference. 10.8# Offer Letter by and between Jacobs Engineering Group Inc. and Kevin C. Berryman, effective November 12, 2014. Filed as Exhibit 99.1 to Amendment No. 1 to the Registrants Current Report on Form 8-K/A on November 17, 2014 and incorporated herein by reference. 10.9# Offer letter by and between Jacobs Engineering Group Inc. and Robert V. Pragada, dated January 28, 2016. Filed as Exhibit 10.61 to the Registrants fiscal 2016 Annual Report on Form 10-K and incorporated herein by reference. 10.10# Offer letter by and between Jacobs Engineering Group Inc. and William Benton Allen, Jr. dated October 4, 2016. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K on October 14, 2016 and incorporated herein by reference. 10.11# Employment Agreement by and between Patrick X. Hill and Jacobs Group (Australia) Pty Ltd, effective as of August 1, 2021. Filed as Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2023 and incorporated herein by reference. 10.12# Form of Indemnification Agreement entered into between JacobsSolutionsInc. and certain of its officers and directors.Filed as Exhibit 10.1to theRegistrant's Quarterly Report on Form 10-Q for the second quarter of fiscal 2023and incorporated herein by reference. 10.13# Jacobs Solutions Inc. 1989 Employee Stock Purchase Plan (as amended and restated on August 29, 2022).Filed as Exhibit 4.3 to the Registrants Post Effective Amendment No. 1 to Form S-8 on August 29, 2022 and incorporated herein by reference. 10.14# Jacobs Solutions Inc. (StreetLight) 2011 Stock Plan, as amended and restated, effective August 29, 2022. Filed as Exhibit 4.4 to the Registrants Post Effective Amendment No. 1 to Form S-8 on August 29, 2022 and incorporated herein by reference. 10.15# JacobsExecutive Deferral Plan, effective January 1, 2023.Filed as Exhibit 10.2to the RegistrantsQuarterlyReport on Form10-Qfor the secondquarter of fiscal 2023and incorporated herein by reference. 10.16# Jacobs Solutions Inc. Directors Deferral Plan, as amended and restated effective August 29, 2022.Filed as Exhibit 10.22 to the Registrants fiscal 2022 Annual Report on Form 10-K and incorporated herein by reference. 10.17# Jacobs Solutions Inc. 2023 Stock Incentive Plan, as amended and restated, effective January 24, 2023. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K on January 27, 2023 and incorporated herein by reference. 10.18# Jacobs Engineering Group Inc. Leadership Performance Plan, as amended and restated effective August 29, 2022. Filed as Exhibit 10.44 to the Registrants fiscal 2022 Annual Report on Form 10-K and incorporated herein by reference. 10.19# Jacobs Solutions Inc. 1999 Outside Director Stock Plan, as amended and restated effective August 29, 2022. Filed as Exhibit 4.1 to the Registrants Post Effective Amendment No. 1 to Form S-8 on August 29, 2022 and incorporated herein by reference. 10.20# Jacobs Solutions Inc. Executive Severance Plan, as amended and restated effective November 16, 2022.Filed as Exhibit 10.25 to the Registrants fiscal 2022 Annual Report on Form 10-K and incorporated herein by reference. 10.21# Form of Stock Option Award Agreement (awarded pursuant to the1999 Outside Directors Stock Plan). Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the second quarter of fiscal 2016 and incorporated herein by reference. 10.22# Form of Restricted Stock Unit Award Agreement (awarded pursuant tothe1999 Outside Directors Stock Plan).Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the second quarter of fiscal 2016 and incorporated herein by reference. 10.23# Form of Restricted Stock Unit Agreement (Performance Shares - Earnings Per Share Growth - 2018 Award) (awarded pursuant toJacobs'Stock Incentive Plan). Filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 and incorporated herein by reference. 10.24# Form of Restricted Stock Unit Agreement (Performance Shares - ROIC - 2018 Award) (awarded pursuant toJacobs'Stock Incentive Plan). Filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 and incorporated herein by reference. 10.25# Form of Restricted Stock Unit Agreement (Performance Shares - Earnings Per Share Growth - 2019 Award) (awarded pursuant toJacobs'Stock Incentive Plan). Filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 filed February 6, 2019 and incorporated herein by reference. 10.26# Form of Restricted Stock Unit Agreement (Performance Shares - ROIC - 2019 Award) (awarded pursuant toJacobs'Stock Incentive Plan). Filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 filed February 6, 2019 and incorporated herein by reference. 10.27# Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant toJacobs'Stock Incentive Plan). Filed as Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 and incorporated herein by reference. 10.28# Form of Restricted Stock Unit Agreement (awarded pursuant to the1999Outside Director Stock Plan). Filed as Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 and incorporated herein by reference. 10.29# Form of Restricted Stock Unit Agreement (Performance Shares Earnings Per Share Growth 2020 Award) (awarded pursuant toJacobs'Stock Incentive Plan). Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2020 and incorporated herein by reference. 10.30# Form of Restricted Stock Unit Agreement (Performance Shares ROIC 2020 Award) (awarded pursuant toJacobs'Stock Incentive Plan). Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2020 and incorporated herein by reference. 10.31# Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant toJacobs'Stock Incentive Plan). Filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2020 and incorporated herein by reference. 10.32# Form of Restricted Stock Unit Agreement (Performance Shares Earnings Per Share Growth) (awarded pursuant toJacobs'Stock Incentive Plan). Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2021 and incorporated herein by reference. 10.33# Form of Restricted Stock Unit Agreement (Performance Shares ROIC) (awarded pursuant toJacobs'Stock Incentive Plan). Filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2021 and incorporated herein by reference. 10.34# Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant toJacobs'Stock Incentive Plan). Filed as Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2021 and incorporated herein by reference. 10.35# Form of Restricted Stock Unit Agreement (Performance Shares Earnings Per Share Growth) (awarded pursuant toJacobs'1999 Stock Incentive Plan). Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2022 and incorporated herein by reference. 10.36# Form of Restricted Stock Unit Agreement (Performance Shares ROIC) (awarded pursuant toJacobs'Stock Incentive Plan). Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2022 and incorporated herein by reference. 10.37# Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant to the Jacobs'Stock Incentive Plan). Filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2022 and incorporated herein by reference. 10.38# Form of Restricted Stock Unit Agreement (Performance Shares Earnings Per Share Growth) (awarded pursuant toJacobs'Stock Incentive Plan). Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2023 and incorporated herein by reference. 10.39# Form of Restricted Stock Unit Agreement (Performance Shares ROIC) (awarded pursuant toJacobs'Stock Incentive Plan). Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2023 and incorporated herein by reference. 10.40# Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant toJacobs'Stock Incentive Plan). Filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2023 and incorporated herein by reference. 10.41# Form of Restricted Stock Unit Agreement (awarded pursuant to the1999Outside Directors Stock Plan). Filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the second quarter of fiscal 2023 and incorporated herein by reference. 21 List of Subsidiaries of Jacobs Solutions Inc. 23 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. 97 Jacobs Solutions Inc. Executive Clawback Policy