UNITED STATESSECURITIES 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 June 28, 2019

☐ 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 INC.(Exact name of registrant as specified in its charter)

Delaware 95-4081636(State or other jurisdiction of incorporation or

organization) (I.R.S. Employer Identification Number)

1999 Bryan Street Suite 1200 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 JEC 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 thepreceding 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 thepast 90 days: x Yes o No

Indicate by check-mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-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). x Yes o No

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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

Number of shares of common stock outstanding at July 26, 2019: 135,498,113

JACOBS ENGINEERING GROUP INC.

INDEX TO FORM 10-Q

Page No.

PART I FINANCIAL INFORMATION Item 1. Financial Statements 3 Consolidated Balance Sheets - Unaudited 3 Consolidated Statements of Earnings - Unaudited 5 Consolidated Statements of Comprehensive Income (Loss) - Unaudited 6 Consolidated Statements of Changes in Stockholders’ Equity - Unaudited 9 Consolidated Statements of Cash Flows - Unaudited 11 Notes to Consolidated Financial Statements - Unaudited 11 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 38 Item 3. Quantitative and Qualitative Disclosures About Market Risk 49 Item 4. Controls and Procedures 49 PART II OTHER INFORMATION Item 1. Legal Proceedings 51 Item 1A. Risk Factors 51 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 51 Item 3. Defaults Upon Senior Securities 52 Item 4. Mine Safety Disclosures 52 Item 5. Other Information 52 Item 6. Exhibits 53 SIGNATURES 54

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(Inthousands,exceptshareinformation)

(Unaudited)

June 28, 2019 September 28, 2018ASSETS Current Assets:

Cash and cash equivalents $ 998,242 $ 634,870Receivables and contract assets 2,779,189 2,513,934Prepaid expenses and other 695,810 171,096Current assets held for sale 2,704 1,236,684

Total current assets 4,475,945 4,556,584Property, Equipment and Improvements, net 305,266 257,859Other Noncurrent Assets:

Goodwill 5,370,741 4,795,856Intangibles, net 694,117 572,952Miscellaneous 768,102 760,854Noncurrent assets held for sale 27,091 1,701,690

Total other noncurrent assets 6,860,051 7,831,352

$ 11,641,262 $ 12,645,795LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities:

Short-term debt $ 222,687 $ 3,172Accounts payable 884,992 776,189Accrued liabilities 1,673,272 1,167,002Contract liabilities 506,394 442,760Current liabilities held for sale 2,103 756,570

Total current liabilities 3,289,448 3,145,693Long-term Debt 1,025,198 2,144,167Other Deferred Liabilities 1,218,499 1,260,977Noncurrent Liabilities Held for Sale — 150,604Commitments and Contingencies Stockholders’ Equity:

Capital stock: 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—135,848,893 shares and 142,217,933 shares as of June 28, 2019 and September 28, 2018, respectively 135,849 142,218

Additional paid-in capital 2,634,177 2,708,839Retained earnings 4,053,626 3,809,991Accumulated other comprehensive loss (763,589) (806,703)

Total Jacobs stockholders’ equity 6,060,063 5,854,345Noncontrolling interests 48,054 90,009

Total Group stockholders’ equity 6,108,117 5,944,354

$ 11,641,262 $ 12,645,795

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SeetheaccompanyingNotestoConsolidatedFinancialStatements–Unaudited.

Page 4

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF EARNINGS

Three and Nine Months Ended June 28, 2019 and June 29, 2018(Inthousands,exceptpershareinformation)

(Unaudited)

For the Three Months Ended For the Nine Months Ended June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018Revenues $ 3,169,622 $ 2,933,623 $ 9,345,005 $ 7,587,916Direct cost of contracts (2,543,488) (2,325,028) (7,533,511) (6,035,598)Gross profit 626,134 608,595 1,811,494 1,552,318Selling, general and administrative expenses (536,180) (446,083) (1,505,731) (1,325,722)Operating Profit 89,954 162,512 305,763 226,596Other Income (Expense):

Interest income 3,398 1,277 7,172 6,896Interest expense (18,978) (23,788) (73,727) (50,107)Miscellaneous income (expense), net 19,025 6,632 58,211 5,195

Total other (expense) income, net 3,445 (15,879) (8,344) (38,016)Earnings from Continuing Operations Before Taxes 93,399 146,633 297,419 188,580Income Tax Benefit (Expense) for Continuing Operations 1,981 (31,174) (12,829) (110,230)Net Earnings of the Group from Continuing Operations 95,380 115,459 284,590 78,350Net Earnings of the Group from Discontinued Operations 435,684 34,612 438,837 126,215Net Earnings of the Group 531,064 150,071 723,427 204,565Net Earnings Attributable to Noncontrolling Interests from Continuing Operations (6,015) (2,123) (15,578) (5,539)Net Earnings Attributable to Jacobs from Continuing Operations 89,365 113,336 269,012 72,811Net (Earnings) Losses Attributable to Noncontrolling Interests from DiscontinuedOperations (607) 2,274 (2,195) 1,946Net Earnings Attributable to Jacobs from Discontinued Operations 435,077 36,886 436,642 128,161Net Earnings Attributable to Jacobs $ 524,442 $ 150,222 $ 705,654 $ 200,972Net Earnings Per Share:

Basic Net Earnings from Continuing Operations Per Share $ 0.65 $ 0.79 $ 1.93 $ 0.53Basic Net Earnings from Discontinued Operations Per Share $ 3.18 $ 0.26 $ 3.14 $ 0.94Basic Earnings Per Share $ 3.83 $ 1.05 $ 5.07 $ 1.47

Diluted Net Earnings from Continuing Operations Per Share $ 0.65 $ 0.79 $ 1.92 $ 0.53Diluted Net Earnings from Discontinued Operations Per Share $ 3.15 $ 0.26 $ 3.11 $ 0.93Diluted Earnings Per Share $ 3.80 $ 1.05 $ 5.02 $ 1.46

SeetheaccompanyingNotestoConsolidatedFinancialStatements-Unaudited.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three and Nine Months Ended June 28, 2019 and June 29, 2018(Inthousands)(Unaudited)

For the Three Months Ended For the Nine Months Ended June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018Net Earnings of the Group $ 531,064 $ 150,071 $ 723,427 $ 204,565Other Comprehensive Income (Loss):

Foreign currency translation adjustment 76,206 (114,044) 55,157 (86,350)Gain (loss) on cash flow hedges (546) (107) 1,592 954Change in pension and retiree medical plan liabilities 27,370 2,814 (14,641) 11,680Other comprehensive income (loss) before taxes 103,030 (111,337) 42,108 (73,716)

Income Tax (Expense) Benefit: Cash flow hedges (35) 786 (568) 637Change in pension and retiree medical plan liabilities (6,322) (561) 1,574 (1,583)

Income Tax (Expense) Benefit: (6,357) 225 1,006 (946)Net other comprehensive income (loss) 96,673 (111,112) 43,114 (74,662)Net Comprehensive Income (Loss) of the Group 627,737 38,959 766,541 129,903Net (Earnings) Loss Attributable to Noncontrolling Interests (6,622) 151 (17,773) (3,593)Net Comprehensive Income (Loss) Attributable to Jacobs $ 621,115 $ 39,110 $ 748,768 $ 126,310

SeetheaccompanyingNotestoConsolidatedFinancialStatements-Unaudited.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three Months Ended June 28, 2019 and June 29, 2018(Inthousands)(Unaudited)

Common Stock

AdditionalPaid-inCapital

RetainedEarnings

AccumulatedOther Comprehensive

Income (Loss)

Total JacobsStockholders’

Equity Noncontrolling

Interests

Total GroupStockholders’

Equity

Balances at March 30, 2018 $ 141,715 $ 2,656,265 $ 3,755,651 $ (617,064) $ 5,936,567 $ 88,909 $ 6,025,476

Net earnings — — 150,222 — 150,222 (151) 150,071Foreign currency translationadjustments — — — (114,044) (114,044) — (114,044)Pension and retiree medical planliability, net of deferred taxes of$561 — — — 2,253 2,253 — 2,253Gain on derivatives, net ofdeferred taxes of ($786) — — — 679 679 — 679Noncontrolling interest acquired /consolidated — — — — — (941) (941)

Dividends — — (21,446) — (21,446) — (21,446)Distributions to noncontrollinginterests — — — — — (91) (91)

Stock based compensation — 14,632 — 14,632 — 14,632Issuances of equity securitiesincluding shares withheld fortaxes 146 (2,299) (1,519) — (3,672) — (3,672)

Repurchases of equity securities — 2,022 (2,022) — — — —

Balances at June 29, 2018 $ 141,861 $ 2,670,620 $ 3,880,886 $ (728,176) $ 5,965,191 $ 87,726 $ 6,052,917

Balances at March 29, 2019 $ 136,432 $ 2,568,809 $ 3,620,873 $ (860,260) $ 5,465,854 $ 89,727 $ 5,555,581

Net earnings — — 524,442 — 524,442 6,622 531,064Disposition of ECR business, netof deferred taxes of $5,402 — — — 119,791 119,791 (45,727) 74,064Foreign currency translationadjustments — — (30,408) (30,408) — (30,408)Pension and retiree medical planliability, net of deferred taxes of$920 — — 8,173 8,173 — 8,173Gain on derivatives, net ofdeferred taxes of ($35) — — (885) (885) — (885)

Dividends — — (23,477) — (23,477) (23,477)Distributions to noncontrollinginterests — — — — (2,568) (2,568)

Stock based compensation — 18,425 — 18,425 — 18,425Issuances of equity securitiesincluding shares withheld fortaxes 403 15,514 (1,586) — 14,331 — 14,331

Repurchases of equity securities (986) 31,429 (66,626) — (36,183) — (36,183)

Balances at June 28, 2019 $ 135,849 $ 2,634,177 $ 4,053,626 $ (763,589) $ 6,060,063 $ 48,054 $ 6,108,117

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)

For the Nine Months Ended June 28, 2019 and June 29, 2018(Inthousands)(Unaudited)

Common

Stock

AdditionalPaid-inCapital

RetainedEarnings

AccumulatedOther Comprehensive

Income (Loss)

Total JacobsStockholders’

Equity Noncontrolling

Interests

Total GroupStockholders’

Equity

Balances at September 29, 2017 $ 120,386 $ 1,239,782 $ 3,721,698 $ (653,514) $ 4,428,352 $ 58,999 $ 4,487,351

Net earnings — — 200,972 — 200,972 3,593 204,565Foreign currency translationadjustments — — — (86,350) (86,350) — (86,350)Pension and retiree medical planliability, net of deferred taxes of$1,583 — — — 10,097 10,097 — 10,097Gain on derivatives, net of deferredtaxes of ($637) — — — 1,591 1,591 — 1,591Noncontrolling interest acquired /consolidated — — — — — 37,251 37,251

Dividends — — (42,830) — (42,830) (42,830)Distributions to noncontrollinginterests — — 7,705 — 7,705 (12,117) (4,412)

Stock based compensation — 63,675 (1,854) — 61,821 — 61,821Issuances of equity securitiesincluding shares withheld for taxes 21,524 1,368,074 (2,783) — 1,386,815 — 1,386,815

Repurchases of equity securities (49) (911) (2,022) — (2,982) — (2,982)

Balances at June 29, 2018 $ 141,861 $ 2,670,620 $ 3,880,886 $ (728,176) $ 5,965,191 $ 87,726 $ 6,052,917

Balances at September 28, 2018 $ 142,218 $ 2,708,839 $ 3,809,991 $ (806,703) $ 5,854,345 $ 90,009 $ 5,944,354

Net earnings — — 705,654 — 705,654 17,773 723,427Disposition of ECR business, net ofdeferred taxes of $5,402 — — — 119,791 119,791 (45,727) 74,064Adoption of ASC 606, net of deferredtaxes of ($10,285) — — (37,209) — (37,209) — (37,209)Foreign currency translationadjustments — — — (51,455) (51,455) — (51,455)Pension and retiree medical planliability, net of deferred taxes of($6,976) — — — (25,942) (25,942) — (25,942)Gain on derivatives, net of deferredtaxes of $568 — — — 720 720 — 720Noncontrolling interest acquired /consolidated — (1,113) — (1,113) — (1,113)

Dividends — — (47,407) — (47,407) — (47,407)Distributions to noncontrollinginterests — — — — — (14,001) (14,001)

Stock based compensation — 47,335 6 — 47,341 — 47,341Issuances of equity securitiesincluding shares withheld for taxes 1,316 25,369 (6,729) — 19,956 — 19,956

Repurchases of equity securities (7,685) (146,253) (370,680) — (524,618) — (524,618)

Balances at June 28, 2019 $ 135,849 $ 2,634,177 $ 4,053,626 $ (763,589) $ 6,060,063 $ 48,054 $ 6,108,117

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended June 28, 2019 and June 29, 2018(Inthousands)(Unaudited)

For the Nine Months Ended June 28, 2019 June 29, 2018Cash Flows from Operating Activities:

Net earnings attributable to the Group $ 723,427 $ 204,565Adjustments to reconcile net earnings to net cash flows (used for) provided by operations: Depreciation and amortization:

Property, equipment and improvements 69,663 88,715Intangible assets 56,346 58,495

(Gain) Loss on disposal of ECR business (917,697) —(Gain) Loss on disposal of other businesses and investments 9,608 (444)(Gain) Loss on investment in equity securities (2,175) —Stock based compensation 47,341 61,821Equity in earnings of operating ventures, net (7,632) (8,387)(Gain) Losses on disposals of assets, net 1,998 10,055Loss (Gain) on pension and retiree medical plan changes (34,621) 3,819Deferred income taxes 52,592 (7,374)Changes in assets and liabilities, excluding the effects of businesses acquired:

Receivables and contract assets (402,616) (316,386)Prepaid expenses and other current assets 5,999 5,620Accounts payable 67,778 138,713Accrued liabilities (161,179) 8,083Contract liabilities 419,762 34,695Other deferred liabilities (129,468) (21,007)

Other, net (19,439) 7,967 Net cash (used for) provided by operating activities (220,313) 268,950

Cash Flows from Investing Activities: Additions to property and equipment (106,670) (63,408)Disposals of property and equipment and other assets 7,300 428Distributions of capital from (contributions to) equity investees (3,904) 7,614Acquisitions of businesses, net of cash acquired (575,110) (1,488,546)Disposals of investment in equity securities 64,708 —Proceeds (payments) related to sales of businesses 2,796,734 3,403Purchases of noncontrolling interests (1,113) —

Net cash provided by (used for) investing activities 2,181,945 (1,540,509)Cash Flows from Financing Activities:

Proceeds from long-term borrowings 2,207,193 5,371,355Repayments of long-term borrowings (3,601,680) (3,970,130)Proceeds from short-term borrowings 200,001 1,861Repayments of short-term borrowings (5,902) (699)

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Debt issuance costs (3,741) —Proceeds from issuances of common stock 46,143 33,588Common stock repurchases (524,618) (2,982)Taxes paid on vested restricted stock (26,187) (27,975)Cash dividends, including to noncontrolling interests (82,257) (65,232)

Net cash provided by (used for) financing activities (1,791,048) 1,339,786Effect of Exchange Rate Changes 34,300 (18,008)Net Increase in Cash and Cash Equivalents 204,884 50,219Cash and Cash Equivalents at the Beginning of the Period 793,358 774,151Cash and Cash Equivalents at the End of the Period 998,242 824,370Less Cash and Cash Equivalents included in Assets held for Sale — (161,666)

Cash and Cash Equivalents of Continuing Operations at the End of the Period $ 998,242 $ 662,704

SeetheaccompanyingNotestoConsolidatedFinancialStatements–Unaudited.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

June 28, 2019

1. Basis of Presentation

Unless the context otherwise requires:• References herein to “Jacobs” are to Jacobs Engineering Group Inc. and its predecessors;• References herein to the “Company”, “we”, “us” or “our” are to Jacobs Engineering Group 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.

The accompanying consolidated financial statements and financial information included herein have been prepared pursuant to the interim periodreporting requirements of Form 10-Q. Consequently, certain information and note disclosures normally included in financial statements prepared in accordancewith 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 September 28,2018 (“ 2018 Form 10-K”).

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurringadjustments) necessary for a fair presentation of our consolidated financial statements at June 28, 2019 , and for the three and nine month periods ended June 28,2019 and June 29, 2018 .

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

Effective the beginning of fiscal first quarter 2019, the Company adopted ASC Topic 606, RevenuefromContractswithCustomers, including thesubsequent ASUs that amended and clarified the related guidance. The Company adopted ASC Topic 606 using the modified retrospective method, andaccordingly the new guidance was applied retrospectively to contracts that were not completed or substantially completed as of September 29, 2018 (the date ofinitial application). Please refer to Note 13- RevenueAccountingforContractsandAdoptionofASCTopic606for a discussion of our updated policies related torevenue recognition.

On June 12, 2019, Jacobs completed the acquisition of The KeyW Holding Corporation (“KeyW”), a U.S.-based national security solutions provider tothe intelligence, cyber, and counterterrorism communities by acquiring 100% of the outstanding shares of KeyW common stock. The Company paid totalconsideration of $902.6 million which is comprised of approximately $604.2 million in cash to the former stockholders and certain equity award holders of KeyWand the assumption of KeyW’s convertible debt of $22.6 million and first and second lien notes which totaled approximately $275.8 million . Immediatelyfollowing the effective time of the acquisition, the Company repaid KeyW’s first and second lien notes. In July, the Company repaid KeyW's outstandingconvertible debt of $22.6 million . The Company has recorded its preliminary purchase price allocation associated with the acquisition, which is summarized inNote 5- BusinessCombinations.

On April 26, 2019, Jacobs completed the sale of its Energy, Chemicals and Resources ("ECR") business to WorleyParsons Limited, a companyincorporated in Australia ("WorleyParsons"), for a purchase price of $3.4 billion consisting of (i) $2.8 billion in cash plus (ii) 58.2 million ordinary shares ofWorleyParsons, 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 have been sold (the "Disposal Group"). We determined that the DisposalGroup should be reported as discontinued operations in accordance with ASC 210-05, DiscontinuedOperationsbecause their disposal represents a strategic shiftthat had a major effect on our operations and financial results. As such, the financial results of the ECR business are reflected in our unaudited ConsolidatedStatements of Earnings as discontinued operations for all periods presented. Additionally, current and non-current assets and liabilities of the Disposal Group arereflected as held-for-sale in the unaudited Consolidated Balance Sheet as of September 28, 2018. Further, as of the quarter ended June 28, 2019 , a portion of theECR business remains held by Jacobs and continues to be classified as held for sale during the third fiscal quarter of 2019 in accordance with U.S. GAAP. Forfurther discussion see Note 7- SaleofEnergy,ChemicalsandResources("ECR")Businessto the consolidated financial statements.

On December 15, 2017, the Company completed the acquisition of CH2M HILL Companies, Ltd. (CH2M), an international provider of engineering,construction, and technical services, by acquiring 100% of the outstanding shares of CH2M common stock and preferred stock. The Company paid totalconsideration of approximately $1.8 billion in cash (excluding $315.2 million of cash

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acquired) and issued approximately $1.4 billion of Jacobs’ common stock, or 20.7 million shares, to the former stockholders and certain equity award holders ofCH2M. In connection with the acquisition, the Company also assumed CH2M’s revolving credit facility and second lien notes, including a $20.0 millionprepayment penalty, which totaled approximately $700 million of long-term debt. Immediately following the effective time of the acquisition, the Company repaidCH2M’s revolving credit facility and second lien notes including the related prepayment penalty. The Company has finalized its purchase accounting processesassociated with the acquisition, which is summarized in Note 5- BusinessCombinations.

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 reportedamounts of certain assets and liabilities, the revenues and expenses reported for the periods covered by the accompanying consolidated financial statements, andcertain amounts disclosed in these Notes to the Consolidated Financial Statements. Although such estimates and assumptions are based on management’s mostrecent assessment of the underlying facts and circumstances utilizing the most current information available and past experience, actual results could differsignificantly from those estimates and assumptions. Our estimates, judgments, and assumptions are evaluated periodically and adjusted accordingly.

Please refer to Note 2- SignificantAccountingPoliciesof Notes to Consolidated Financial Statements included in our 2018 Form 10-K for a discussion ofother 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 wouldbe 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 onlythose assumptions we believe a typical market participant would consider when pricing an asset or liability. In measuring fair value, we use the following inputs inthe 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 allsignificant inputs are observable or can be derived principally from, or corroborated with, observable market data for substantially the full term of the asset orliability.

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

Please refer to Note 2- SignificantAccountingPoliciesof Notes to Consolidated Financial Statements included in our 2018 Form 10-K for a morecomplete discussion of the various items within the consolidated financial statements measured at fair value and the methods used to determine fair value. Pleaserefer to Note 7- SaleofEnergy,ChemicalsandResourcesfor discussion regarding the Company's investment in WorleyParsons ordinary shares.

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

4. New Accounting Pronouncements

Lease Accounting

In February 2016, the FASB issued ASU 2016-02 Leases. ASU 2016-02 requires lessees to recognize assets and liabilities for most leases. ASU 2016-02is effective for public entity financial statements for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Earlyadoption is permitted, including adoption in an interim period. The new guidance requires a modified retrospective transition approach for leases that exist or areentered into after the beginning of the earliest comparative period in the financial statements. ASU 2016-02 was further clarified and amended within ASU 2017-13, ASU 2018-01, ASU 2018-10 and ASU 2018-11 which included provisions that would provide us with the option to adopt the provisions of the new guidanceusing a modified retrospective transition approach, without adjusting the comparative periods presented. The Company is evaluating the impact of the newguidance on its consolidated financial statements. This standard could

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have a significant administrative impact on its operations, and the Company will further assess the impact through its implementation program.

Other Pronouncements

In the first quarter of fiscal 2019, the Company adopted ASU 2016-01, FinancialInstruments-Overall-RecognitionandMeasurementofFinancialAssetsandFinancialLiabilities. This ASU requires entities to measure equity investments that do not result in consolidation and are not accounted for under theequity method at fair value and to recognize any changes in fair value in net income unless the investments qualify for a practicability exception. The adoption ofASU 2016-01 in the first quarter did not impact the Company’s financial position, results of operations or cash flows. However, as described in Note 7- SaleofEnergy,ChemicalsandResources("ECR")Business, the Company received ordinary shares of WorleyParsons during the third quarter of 2019 which aremeasured at fair value through net income in accordance with ASU 2016-01.

In August 2017, the FASB issued ASU No. 2017-12, DerivativesandHedging(Topic815):TargetedImprovementstoAccountingforHedgingActivities.ASU 2017-12 provides financial reporting improvements related to hedging relationships to better portray the economic results of an entity’s risk managementactivities in its financial statements. Additionally, ASU No. 2017-12 makes certain targeted improvements to simplify the application of the hedge accountingguidance. The revised guidance becomes effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The Company is evaluatingthe impact of the new guidance on its consolidated financial statements. It is not expected that the updated guidance will have a significant impact on theCompany’s consolidated financial statements.

ASU 2017-04, SimplifyingtheTestforGoodwillImpairment,is effective for fiscal years beginning after December 15, 2019 with early adoptionpermitted. ASU 2017-04 removes the second step of the goodwill impairment test, which requires a hypothetical purchase price allocation. An entity will nowrecognize a goodwill impairment charge for the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the amount of goodwillallocated to the reporting unit. Management does not expect the adoption of ASU 2017-04 to have any impact on the Company's financial position, results ofoperations or cash flows.

ASU No. 2016-13, FinancialInstruments-CreditLosses(Topic326):MeasurementofCreditLossesonFinancialInstrumentsrequires entities to use acurrent lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition oflosses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are otherprovisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. This standard willbe effective for our interim and annual periods beginning with the first quarter of fiscal 2021, and must be applied on a modified retrospective basis. We arecurrently evaluating the potential impact of this standard.

5. Business Combinations

KeyW

On June 12, 2019, Jacobs completed the acquisition of The KeyW Holding Corporation (“KeyW”), a U.S. based national security solutions provider tothe intelligence, cyber, and counterterrorism communities by acquiring 100% of the outstanding shares of KeyW common stock. The acquisition allows Jacobs tofurther expand its government services business. The Company paid total consideration of $902.6 million which is comprised of approximately $604.2 million incash to the former stockholders and certain equity award holders of KeyW and the assumption of KeyW’s convertible debt of $22.6 million and first and secondlien notes which totaled approximately $275.8 million . Immediately following the effective time of the acquisition, the Company repaid KeyW’s first and secondlien notes. In July, the Company repaid KeyW's outstanding convertible debt of $22.6 million .

The following summarizes the fair values of KeyW assets and acquired liabilities assumed as of the acquisition date (in millions):

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Assets Cash and cash equivalents $ 29.1Receivables 81.5Inventories, net 25.2Prepaid expenses and other 2.5Property, equipment and improvements, net 24.0Deferred tax asset and other 25.8Goodwill 602.4Identifiable intangible assets 188.3

Total Assets $ 978.8

Liabilities Accounts payable $ 8.3Accrued expenses 62.7Convertible senior notes - current portion 22.6Other current liabilities 3.9Long-term debt 275.8Other non-current liabilities 1.4Total Liabilities 374.7

Net assets acquired $ 604.1

Goodwill recognized results from a substantial assembled workforce, which does not qualify for separate recognition, as well as expected future synergiesfrom combining operations. $136.8 million of the goodwill recognized is expected to be deductible for tax purposes. During the quarter ended June 28, 2019 , theCompany completed its initial assessment of the fair values of the acquired assets and liabilities of KeyW.

Identified intangibles include customer relationships, contracts and backlog, developed technology and non-compete agreements. The customerrelationships, contracts and backlog intangibles represent the fair value of existing contracts, the life of the underlying customer relationships and backlog is 12years . The developed technology intangible has a life of 12 years and non-compete agreement intangibles have a life of 1 year .

Fair value measurements relating to the KeyW acquisition are made primarily using Level 3 inputs including discounted cash flow techniques. Fair valueis estimated using inputs primarily for the income approach, which include the use of both the multiple period excess earnings method and the relief from royaltiesmethod. The significant assumptions used in estimating fair value include (i) the estimated life the asset will contribute to cash flows, such as attrition rate ofcustomers or remaining contractual terms, (ii) profitability and (iii) the estimated discount rate that reflects the level of risk associated with receiving future cashflows. Other personal property assets such as furniture, fixtures and equipment are valued using the cost approach which is based on replacement or reproductioncosts of the asset less depreciation.

The purchase price allocation is based upon preliminary information and is subject to change when additional information is obtained. The Company hasnot completed its final assessment of the fair values of purchased receivables, intangible assets, property and equipment, tax balances, contingent liabilities oracquired contracts. The final purchase price allocation will result in adjustments to certain assets and liabilities, including the residual amount allocated togoodwill.

From the acquisition date of June 12, 2019 through June 28, 2019 , KeyW contributed approximately $23.9 million in revenue and $15.5 million in pre-tax loss included in the accompanying Consolidated Statement of Earnings. Included in these results were approximately $12.7 million in pre-tax transaction costswhich related primarily to professional services and other.

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The following presents summarized unaudited pro forma operating results of Jacobs assuming that the Company had acquired KeyW at October 1, 2017.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 therelated events occurred (in millions, except per share data):

Nine Months Ended

June 28, 2019 Nine Months Ended

June 29, 2018

Revenues $ 9,562.0 $ 7,969.0Net earnings of the Group $ 290.8 $ 68.9Net earnings (loss) attributable to Jacobs $ 275.3 $ 63.3Net earnings (loss) attributable to Jacobs per share: Basic earnings (loss) per share $ 1.98 $ 0.47Diluted earnings (loss) per share $ 1.96 $ 0.46

Included in the table above are the unaudited pro forma operating results of continuing operations. Additionally, charges relating to transaction expenses,severance expense and other items are removed from the nine months ended June 28, 2019 and are reflected in the prior fiscal year due to the assumed timing ofthe transaction. Also, income tax expense (benefit) for the nine -month pro forma period ended June 28, 2019 and June 29, 2018 was $14.9 million and $88.1million , respectively.

CH2M

On December 15, 2017, the Company completed the acquisition of CH2M HILL Companies, Ltd., an international provider of engineering, construction,and technical services, by acquiring 100% of the outstanding shares of CH2M common stock and preferred stock. The purpose of the acquisition was to furtherdiversify the Company’s presence in the water, nuclear and environmental remediation sectors and to further the Company’s profitable growth strategy. TheCompany paid total consideration of approximately $1.8 billion in cash (excluding $315.2 million of cash acquired) and issued approximately $1.4 billion ofJacobs’ common stock, or 20.7 million shares, to the former stockholders and certain equity award holders of CH2M. In connection with the acquisition, theCompany also assumed CH2M’s revolving credit facility and second lien notes, including a $20.0 million prepayment penalty, which totaled approximately $700million of long-term debt. Immediately following the effective time of the acquisition, the Company repaid CH2M’s revolving credit facility and second lien notesincluding the related prepayment penalty.

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The following summarizes the fair values of CH2M assets acquired and liabilities assumed as of the acquisition date (in millions):

Assets Cash and cash equivalents $ 315.2Receivables 1,120.6Prepaid expenses and other 72.7Property, equipment and improvements, net 175.1Goodwill 3,101.0Identifiable intangible assets:

Customer relationships, contracts and backlog 412.3Lease intangible assets 4.4

Total identifiable intangible assets 416.7Miscellaneous 543.6

Total Assets $ 5,744.9

Liabilities Notes payable $ 2.2Accounts payable 309.6Accrued liabilities 735.7Billings in excess of costs 260.8Identifiable intangible liabilities:

Lease intangible liabilities 9.6Long-term debt 706.0Other deferred liabilities 659.0Total Liabilities 2,682.9Noncontrolling interests (37.3)

Net assets acquired $ 3,024.7

Goodwill recognized results from a substantial assembled workforce, which does not qualify for separate recognition, as well as expected future synergiesfrom combining operations. None of the goodwill recognized is expected to be deductible for tax purposes. During the first quarter of fiscal 2019, the Companycompleted its final assessment of the fair values of the acquired assets and liabilities of CH2M. Accrued liabilities and other deferred liabilities includeapproximately $404.7 million for estimates related to various legal and other pre-acquisition contingent liabilities accounted for under ASC 450. See Note 18-CommitmentsandContingenciesrelating to CH2M contingencies.

Since the preliminary estimates reported in the fiscal 2018 Form 10-K, the Company updated certain amounts reflected in the final purchase priceallocation due to additional information that became available during such period, including results of preliminary mediation discussions, recommendations fromexternal advisors and claims for damages filed against Jacobs related to pre-acquisition contingencies, as summarized in the fair values of CH2M assets acquiredand liabilities assumed as set forth above. Specifically, receivables decreased $4.0 million and accrued liabilities and other deferred liabilities decreased $11.5million , respectively, primarily related to provisional estimates related to various legal and other pre-acquisition contingent liabilities. Further, miscellaneous long-term assets increased $20.7 million largely due to the deferred tax impact of these valuation adjustments. As a result of these adjustments to the preliminarypurchase price allocation reported in the fiscal 2018 Form 10-K, goodwill decreased $28.1 million . Measurement period adjustments are recognized in thereporting period in which the adjustments are determined and calculated as if the accounting had been completed at the acquisition date.

Customer relationships, contracts, and backlog intangibles represent the fair value of existing contracts, the underlying customer relationships and backlogof consolidated subsidiaries and have lives ranging from 9 to 11 years (weighted average life of approximately 10 years ). Other intangible assets and liabilitiesprimarily consist of the fair value of office leases and have a weighted average life of approximately 10 years .

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Fair value measurements relating to the CH2M acquisition are made primarily using Level 3 inputs including discounted cash flow techniques. Fair valueis estimated using inputs primarily for the income approach, which include the use of both the multiple period excess earnings method and the relief from royaltiesmethod. The significant assumptions used in estimating fair value include (i) the estimated life the asset will contribute to cash flows, such as attrition rate ofcustomers or remaining contractual terms, (ii) profitability and (iii) the estimated discount rate that reflects the level of risk associated with receiving future cashflows. The estimated fair value of land has been determined using the market approach, which arrives at an indication of value by comparing the site being valuedto sites that have been recently acquired in arm’s-length transactions. Buildings and land improvements are valued using the cost approach using a direct costmodel built on estimates of replacement cost. Other personal property assets such as furniture, fixtures and equipment are valued using the cost approach which isbased on replacement or reproduction costs of the asset less depreciation.

From the acquisition date of December 15, 2017 through June 29, 2018 , CH2M consolidated, including both continuing and discontinued operations,contributed approximately $2.5 billion in revenue and $87.9 million in pretax income included in the accompanying Consolidated Statement of Earnings. Includedin these results were approximately $93.3 million in pre-tax restructuring and transaction costs.

Transaction costs associated with the CH2M acquisition in the accompanying Consolidated Statements of Earnings for the three and nine month periodsended June 29, 2018 are comprised of the following (in millions):

Three Months Ended June

29, 2018 Nine Months Ended

June 29, 2018

Personnel costs $ 4.3 $ 50.2Professional services and other expenses 1.1 27.9

Total $ 5.4 $ 78.1

Personnel costs above include change of control payments and related severance costs.

The following presents summarized unaudited pro forma operating results of Jacobs assuming that the Company had acquired CH2M at October 1, 2016.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 therelated events occurred (in millions, except per share data):

Nine Months Ended

June 29, 2018

Revenues $ 11,869.8Net earnings of the Group $ 226.1Net earnings (loss) attributable to Jacobs $ 222.1Net earnings (loss) attributable to Jacobs per share:

Basic earnings (loss) per share $ 1.56Diluted earnings (loss) per share $ 1.55

Included in the table above are the unaudited pro forma operating results of the entire Company, including both continuing and discontinued operations.Additionally, charges relating to transaction expenses, severance expense and other items are removed from the nine months ended June 29, 2018 and are reflectedin the prior fiscal year due to the assumed timing of the transaction. Also, income tax expense (benefit) for both continuing and discontinued operations for the nine-month pro forma period ended June 29, 2018 was $180.4 million .

6. Goodwill and Intangibles

As a result of the refinement of the segment realignment in the first quarter of fiscal 2019 (See Note 8- SegmentInformation), a portion of the historicalcarrying value of goodwill for the former Aerospace, Technology, Environmental and Nuclear segment was allocated to the Buildings, Infrastructure andAdvanced Facilities segment on a relative fair value basis to reflect the movement of the Global Environmental Solutions ("GES") business between segments.Additionally, because of the sale of the Energy, Chemicals and Resources ("ECR") line of business (see Note 7- SaleofEnergy,ChemicalsandResources("ECR")Business) which is now reflected as discontinued operations, the goodwill balance associated with ECR has been reclassified to noncurrent assets held for sale onthe

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Consolidated Balance Sheets for the three-months ended June 28, 2019 and the fiscal year ended September 28, 2018. The carrying value of goodwill associatedwith continuing operations and appearing in the accompanying Consolidated Balance Sheets at June 28, 2019 and September 28, 2018 was as follows (in millions):

Aerospace, Technology and

Nuclear Buildings, Infrastructure and

Advanced Facilities TotalBalance September 28, 2018 $ 1,581 $ 3,215 $ 4,796

Acquired 602 — 602Post-Acquisition Adjustments (10) (4) (14)Foreign Exchange Impact (4) (9) (13)

Balance June 28, 2019 $ 2,169 $ 3,202 $ 5,371

The following table provides certain information related to the Company’s acquired intangibles in the accompanying Consolidated Balance Sheets atJune 28, 2019 and September 28, 2018 (in thousands):

CustomerRelationships,Contracts and

Backlog DevelopedTechnology Trade Names

Lease IntangibleAssets Other Total

Balances September 28, 2018 $ 568,323 $ — $ 2,102 $ 2,527 $ — $ 572,952Amortization (54,064) — (1,249) (419) — (55,732)Acquired 144,000 42,000 2,302 188,302Foreign currency translation (11,417) — 36 (24) — (11,405)

Balances June 28, 2019 $ 646,842 $ 42,000 $ 889 $ 2,084 $ 2,302 $ 694,117

In addition, we acquired $9.6 million in lease intangible liabilities in connection with the CH2M acquisition, of which $ 2.4 million remains unamortizedat June 28, 2019 .

The following table presents estimated amortization expense of intangible assets for the remainder of fiscal 2019 and for the succeeding years.

Fiscal Year (in millions)2019 $ 22.62020 85.22021 79.92022 78.82023 78.4Thereafter 346.8

Total $ 691.7

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

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

On April 26, 2019, the Company and WorleyParsons entered into an Amended and Restated Stock and Asset Purchase Agreement (the “A&R PurchaseAgreement”), pursuant to which the previously executed purchase agreement dated October 21, 2018 was amended in connection with closing the sale transaction.Among other things, the amendments in the A&R Purchase Agreement modified the lock-up period for share consideration to apply to 9.9% of WorleyParsons’ordinary shares and extend to eight weeks following the ECR Business IT Migration Date (as defined in the related Transition Services Agreement ("TSA")) in theevent such date has not occurred on or prior to October 1, 2019.

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Gain on Sale and Deferred Gain

As a result of the sale of the ECR business, the Company recognized a pre-tax gain of $917.7 million which is included in Net Earnings of the Group fromDiscontinued Operations on the consolidated statement of earnings for the quarter ended June 28, 2019 .

Upon closing the sale of the ECR business, the Company retained a noncontrolling interest (with significant influence) in BIAF-related activities inone international legal entity that is now controlled and consolidated by WorleyParsons. The fair value of the Company’s retained interest in the net assets andliabilities of this entity was estimated at $33.0 million and recorded at closing. For another international legal entity, the closing and transfer of ECR-related assetsto WorleyParsons will occur at a future date. Accordingly, the Company allocated proceeds received to this deferred closing on a relative fair value basis andrecognized a deferred gain of $34.4 million , which will be recorded in income when the ECR-related assets are transferred.

In addition to consideration received for the sale of the business, the proceeds received included advanced consideration for the Company to deliver ITapplication and related hardware assets at a future date (ECR Business “IT Migration Date”) to WorleyParsons upon completion of the interim TSA services,described further below. This future deliverable of IT assets is considered to be a separate element of the ECR business sale transaction, and accordingly, we haveallocated a portion of the proceeds received of $95.3 million on a relative fair value basis to this separate deliverable and recognized deferred income. Uponcompletion and acceptance of this future deliverable by WorleyParsons, the deferred proceeds will be recognized in income, along with expenses associated withany costs incurred and deferred by the Company for this deliverable.

Investment in WorleyParsons Stock

As discussed above, the Company received 58.2 million in ordinary shares of WorleyParsons. Pursuant to the A&R Purchase Agreement, 51.4 million ofthe shares are considered "restricted" during a lock-up period beginning April 26, 2019 and ending on October 26, 2019, subject to an eight week extension if theECR Business IT Migration Date has not occurred on or prior to October 1, 2019. During the lock-up period Jacobs may not, without WorleyParsons' consent,directly or indirectly dispose of the "restricted" shares. The remaining 6.8 million shares not considered "restricted" were sold in the current quarter, netting a lossof $4.9 million .

The Company's investment in WorleyParsons is measured at fair value through net income as it is an equity investment with a readily determinable fairvalue. The 51.4 million ordinary shares considered "restricted" are recorded within Prepaid expenses and other at their estimated fair value, which is $531.4 millionas of June 28, 2019 . Quoted market prices are available for these securities in an active market and therefore categorized as a Level 1 input.

Transition Service Agreement

Upon closing of the sale the Company entered into a TSA with WorleyParsons pursuant to which the Company, on an interim basis, provides variousservices to WorleyParsons including executive consultation, corporate, information technology, and project services. The term of the TSA agreement beganimmediately following closing of the ECR sale on April 26, 2019 and will continue for up to 1 year , with an option to extend the period if mutually agreed upon.Pursuant to the terms of the TSA, the Company will receive payments for the interim services which approximate costs incurred to perform the services. Sinceinception of the TSA agreement, the Company has recognized costs recorded in SG&A expense incurred to perform the TSA, offset by $14.1 million in TSArelated income for such services that is reported in miscellaneous income (expense) for the three and nine month periods ended June 28, 2019 before inclusion ofcertain incremental outside service support costs agreed to be shared equally by the parties.

Discontinued Operations

As a result of the ECR sale, substantially all ECR-related assets and liabilities have been sold (the "Disposal Group"). We determined that the DisposalGroup should be reported as discontinued operations in accordance with ASC 210-05, DiscontinuedOperationsbecause their disposal represents a strategic shiftthat had a major effect on our operations and financial results. As such, the financial results of the ECR business are reflected in our unaudited ConsolidatedStatements of Earnings as discontinued operations for all periods presented. Additionally, current and non-current assets and liabilities of the Disposal Group arereflected as held-for-sale in the unaudited Consolidated Balance Sheet as of September 28, 2018. Further, as of the quarter ended June 28, 2019 , a portion of theECR business remains held by Jacobs as described above and continues to be classified as held for sale during the third fiscal quarter of 2019 in accordance withU.S. GAAP.

Amounts reflected below as of September 28, 2018 include certain reclassifications to amounts previously disclosed in our first quarter 2019 Form 10-Qin order to conform to the current quarter classifications of assets and liabilities held for sale based on the current terms of the sale transaction.

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The Company incurred approximately $33.3 million and $41.9 million in related transaction costs (mainly professional service fees) for the ECR saleduring the three and nine month periods ended June 28, 2019 .

Summarized Financial Information of Discontinued Operations

The following table represents earnings (loss) from discontinued operations, net of tax (in thousands):

Three Months Ended (1) For the Nine Months Ended (1)

June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018Revenues $ 392,526 $ 1,223,040 $ 2,718,317 $ 3,254,085Direct cost of contracts (340,525) (1,060,548) (2,336,076) (2,785,343)Gross profit 52,001 162,492 382,241 468,742Selling, general and administrative expenses (39,556) (118,324) (333,155) (306,829)Operating Profit (Loss) 12,445 44,168 49,086 161,913Gain on sale of ECR business 917,697 — 917,697 —Other (expense) income, net (7,864) 1,983 (40,158) 6,374Earnings Before Taxes from Discontinued Operations 922,278 46,151 926,625 168,287Income Tax Expense (486,594) (11,538) (487,788) (42,072)Net Earnings of the Group from Discontinued Operations $ 435,684 $ 34,613 $ 438,837 $ 126,215

(1) The ECR business was sold April 26, 2019, therefore the three-month and nine-month periods ended June 28, 2019 include only one month and seven months, respectively, of results. Selling, general and administrative expenses includes $111.0 million and total other (expense) income, net includes $36.0 million for the nine months

ended June 29, 2018 recorded in connection with charges recognized in the second quarter of 2019 related to the Nui Phao ("NPMC") legal matter described inNote 18.

The following tables represent the assets and liabilities held for sale (in thousands):

June 28, 2019 September 28, 2018Cash and cash equivalents $ — $ 158,488Receivables and contract assets 2,704 1,040,996Prepaid expenses and other — 37,200

Current assets held for sale $ 2,704 $ 1,236,684

Property, Equipment and Improvements, net $ 1,665 $ 199,847Goodwill 24,896 1,308,000Intangibles, net — 83,005Miscellaneous 530 110,838

Noncurrent assets held for sale $ 27,091 $ 1,701,690

Notes payable $ — $ 1,782Accounts payable — 351,482Accrued liabilities 2,040 321,627Contract liabilities 63 81,679

Current liabilities held for sale $ 2,103 $ 756,570

Long-term Debt $ — $ 2,710Other Deferred Liabilities — 147,894

Noncurrent liabilities held for sale $ — $ 150,604

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The significant components included in our Consolidated Statements of Cash Flows for the discontinued operations are as follows (in thousands):

For the Nine Months Ended June 28, 2019 June 29, 2018

Depreciation and amortization: Property, equipment and improvements $ 2,110 $ 19,052Intangible assets $ 614 $ 9,443

Additions to property and equipment $ (9,204) $ (14,433)Stock based compensation $ 10,852 $ 7,637

The decrease in depreciation and amortization period over period is due to the cessation of such charges under assets held-for-sale accounting rules.

8. Segment Information

During the second quarter of fiscal 2018, we reorganized our operating and reporting structure around three lines of business (“LOBs”), which also serveas the Company’s operating segments. This reorganization occurred in conjunction with the integration of CH2M into the Company's legacy businesses, and isintended to better serve our global clients, leverage our workforce, help streamline operations and provide enhanced growth opportunities. Additionally, in the firstquarter of fiscal 2019, we further refined our operating segment structure to move the GES business from the ATN segment to the BIAF segment to further alignwith the management and reporting structure of the business. The three global LOBs are as follows: Aerospace, Technology and Nuclear ("ATN"); Buildings,Infrastructure and Advanced Facilities ("BIAF"); and Energy, Chemicals and Resources. Because the results from our ECR business formerly reported as a stand-alone segment are reflected in our unaudited consolidated financial statements as discontinued operations for all periods presented, they are not reflected in theseparate segment disclosures below. For further information, refer to Note 7- SaleofEnergy,ChemicalsandResources("ECR")Business.

The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) and can evaluate the performance of each of these segmentsand make appropriate resource allocations among each of the segments. For purposes of the Company’s goodwill impairment testing, it has been determined thatthe Company’s operating segments are also its reporting units based on management’s conclusion that the components comprising each of its operating segmentsshare similar economic characteristics and meet the aggregation criteria for reporting units in accordance with ASC 350, Intangibles-GoodwillandOther.

Under this organization, the sales function is managed on an LOB basis, and accordingly, the associated cost is embedded in the segments and reported tothe respective LOB presidents. In addition, a portion of the costs of other support functions (e.g., finance, legal, human resources, and information technology) isallocated to each LOB using methodologies which, we believe, effectively attribute the cost of these support functions to the revenue generating activities of theCompany on a rational basis. The cost of the Company’s cash incentive plan, the Management Incentive Plan (“MIP”), and the expense associated with the JacobsEngineering Group Inc. 1999 Stock Incentive Plan (“1999 SIP”) have likewise been charged to the LOBs except for those amounts determined to relate to thebusiness as a whole (which amounts remain in other corporate expenses).

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

The CODM evaluates the operating performance of our LOBs 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 wholewhich are not allocated to the LOBs.

The following tables present total revenues and segment operating profit from continuing operations for each reportable segment (in thousands) andincludes a reconciliation of segment operating profit to total U.S. GAAP operating profit by including certain corporate-level expenses, Restructuring and othercharges and transaction and integration costs (in thousands). Prior period information has been recast to reflect the current period presentation.

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For the Three Months Ended For the Nine Months Ended

June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018

Revenues from External Customers: Aerospace, Technology and Nuclear $ 1,156,488 $ 1,021,523 $ 3,251,024 $ 2,656,303Buildings, Infrastructure and Advanced Facilities 2,013,134 1,912,100 6,093,981 4,931,613 Total $ 3,169,622 $ 2,933,623 $ 9,345,005 $ 7,587,916

For the Three Months Ended For the Nine Months Ended

June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018

Segment Operating Profit: Aerospace, Technology and Nuclear $ 76,306 $ 69,085 $ 222,289 $ 182,609

Buildings, Infrastructure and Advanced Facilities 183,318 163,193 515,465 374,809

Total Segment Operating Profit 259,624 232,278 737,754 557,418

Other Corporate Expenses (1) (64,525) (34,802) (185,674) (131,163)

Restructuring and Other Charges (92,407) (30,544) (233,579) (122,744)

Transaction Costs (12,738) (4,420) (12,738) (76,915)

Total U.S. GAAP Operating Profit 89,954 162,512 305,763 226,596

Total Other (Expense) Income, net (2) 3,445 (15,879) (8,344) (38,016)

Earnings from Continuing Operations Before Taxes $ 93,399 $ 146,633 $ 297,419 $ 188,580

(1) Other corporate expenses include costs that were previously allocated to the ECR segment prior to discontinued operations presentation in connection with the ECR sale inthe approximate amounts of $2.0 million and $6.4 million for the three-month periods ended June 28, 2019 and June 29, 2018 , respectively, and $14.8 million and $19.2million for the nine -month periods ended June 28, 2019 and June 29, 2018 , respectively. Other corporate expenses also include intangibles amortization of $18.4 millionand $19.3 million for the three-month periods ended June 28, 2019 and June 29, 2018 , respectively, and $55.7 million and $49.1 million for the nine -month periods endedJune 28, 2019 and June 29, 2018 , respectively.

(2) Includes gain on the settlement of the CH2M retiree medical plans of $0.0 million and $34.6 million, respectively, and the amortization of deferred financing fees related tothe CH2M acquisition of $0.5 million and $1.5 million , respectively, for the three- and nine -month periods ended June 28, 2019 , as well as amortization of deferredfinancing fees related to the CH2M acquisition of $0.5 million and $1.2 million, respectively, for the three- and nine -month periods ended June 29, 2018 . Also includesrevenues under the Company's TSA agreement with WorleyParsons of $14.1 million , respectively, for the three- and nine -month periods ended June 28, 2019 , for whichthe related costs are included in SG&A.

Included in “other corporate expenses” in the above table are costs and expenses which relate to general corporate activities as well as corporate-managedbenefit 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 ofthe Management Incentive Plan and the 1999 SIP relating to corporate personnel whose other compensation costs are not allocated to the LOBs; (iii) theamortization of intangible assets acquired as part of purchased business combinations; (iv) the quarterly variances between the Company’s actual costs of certain ofits self-insured integrated risk and employee benefit programs and amounts charged to the LOBs; and (v) certain adjustments relating to costs associated with theCompany’s international defined benefit pension plans. In addition, other corporate expenses may also include from time to time certain adjustments to contractmargins (both positive and negative) associated with projects where it has been determined, in the opinion of management, that such adjustments are not indicativeof the performance of the related LOB.

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9 . Receivables and contract assets

The following table presents the components of receivables appearing in the accompanying Consolidated Balance Sheets at June 28, 2019 andSeptember 28, 2018 , as well as certain other related information (in thousands):

June 28, 2019

September 28, 2018Components of receivables and contract assets:

Amounts billed, net $ 1,298,631 $ 1,107,250Unbilled receivables and other 1,387,705 1,393,245Contract assets 92,853 13,439Total receivables and contract assets, net $ 2,779,189 $ 2,513,934

Other information about receivables: Amounts due from the United States federal government, included above, net of advanced billings $ 638,741 $ 472,846

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 fordoubtful 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 billedwhen they are billed under the terms of the contract. Prior to adoption of ASC 606, receivables related to contractual milestones or achievement of performance-based targets were included in unbilled receivables. These are now included in contract assets. We anticipate that substantially all of such unbilled amounts will bebilled 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-basedincentives and services provided ahead of agreed contractual milestones. Contract assets are transferred to unbilled receivables when the right to considerationbecomes unconditional and are transferred to amounts billed upon invoicing. The increase in contract assets was a result of normal business activity and notmaterially impacted by any other factors.

10. Joint Ventures and VIEs

As is common to the industry, we execute certain contracts jointly with third parties through various forms of joint ventures. Although the joint venturesown 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 othersubcontractors under subcontracting agreements with the joint ventures. Many of these joint ventures are formed for a specific project. The assets of our jointventures generally consist almost entirely of cash and receivables (representing amounts due from clients), and the liabilities of our joint ventures generally consistalmost entirely of amounts due to the joint venture partners (for services provided by the partners to the joint ventures under their individual subcontracts) andother subcontractors. Many of the joint ventures are deemed to be variable interest entities (“VIE”) because they lack sufficient equity to finance the activities ofthe 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 theCompany. 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 thateach partner may become liable for the entire risk of loss on the project. Furthermore, on some of our projects, the Company has granted guarantees which mayencumber both our contracting subsidiary company and the Company for the entire risk of loss on the project. The Company is unable to estimate the maximumpotential amount of future payments that we could be required to make under outstanding performance guarantees related to joint venture projects due to a numberof factors, including but not limited to, the nature and extent of any contractual defaults by our joint venture partners, resource availability, potential performancedelays caused by the defaults, the location of the projects, and the terms of the related contracts. Refer to Note 18 - CommitmentsandContingencies,for furtherdiscussion 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 providedby the other joint venture partners, are included in the Company's result of operations. Likewise, the entire amount of each of the assets and liabilities are includedin the Company’s Consolidated Balance Sheets. For the consolidated VIEs, the carrying value of assets and liabilities was $136.5 million and $95.1 million ,respectively, as of June 28, 2019 and $162.2 million and $86.0 million , respectively as of September 28, 2018 . There are no consolidated VIEs that have debt orcredit facilities.

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Unconsolidated joint ventures are accounted for under proportionate consolidation or the equity method. Proportionate consolidation is used for jointventures that include unincorporated legal entities and activities of the joint venture are construction-related. For those joint ventures accounted for underproportionate consolidation, only the Company’s pro rata share of assets, liabilities, revenue, and costs are included in the Company’s balance sheet and results ofoperations. For the proportionate consolidated VIEs, the carrying value of assets and liabilities was $69.2 million and $71.8 million as of June 28, 2019 ,respectively and $85.2 million and $75.9 million as of September 28, 2018 , respectively. For those joint ventures accounted for under the equity method, theCompany's investment balances for the joint venture are included in Other Noncurrent Assets: Miscellaneous on the balance sheet and the Company’s pro ratashare of net income is included in revenue. In limited cases, there are basis differences between the equity in the joint venture and Jacobs' investment created whenJacobs purchased its share of the joint venture. These basis differences are amortized based on an internal allocation to underlying net assets, excluding allocationsto goodwill. As of June 28, 2019 , the Company’s equity method investments exceeded its share of venture net assets by $73.4 million . Our investments in equitymethod joint ventures on the Consolidated Balance Sheets as of June 28, 2019 and September 28, 2018 were a net asset of $154.8 million and $148.4 million ,respectively. During three months ended June 28, 2019 and June 29, 2018 , we recognized income from equity method joint ventures of $13.2 million and $8.7million , respectively. During the nine months ended June 28, 2019 and June 29, 2018 , we recognized income from equity method joint ventures of $39.1 millionand $36.0 million , respectively.

Accounts receivable from unconsolidated joint ventures accounted for under the equity method is $14.3 million and $11.1 million as of June 28, 2019 andSeptember 28, 2018 , respectively.

11. Restructuring and Other Charges

ECR Sale and Other Restructuring

During fiscal 2019, the Company implemented certain restructuring and pre-separation initiatives associated with the sale of the ECR business, theacquisition of KeyW and other related cost reduction initiatives. The restructuring activities and related costs were comprised mainly of separation and leaseabandonment programs, while the pre-separation activities and costs were mainly related to the engagement of consulting services and internal personnel and otherrelated costs dedicated to the Company’s sales management efforts.

Leading up to and subsequent to the ECR sale, these activities include restructuring and other charges amounting to approximately $ 72.6 million and$106.1 million , respectively, for the three and nine months ended June 28, 2019 . These activities are expected to continue into fiscal 2020.

CH2M Restructuring

During the fourth fiscal quarter of 2017, the Company implemented certain restructuring and pre-integration initiatives associated with the impendingacquisition of CH2M, which closed on December 15, 2017. The restructuring activities and related costs were comprised mainly of severance and leaseabandonment programs, while the pre-integration activities and costs were mainly related to the engagement of consulting services and internal personnel and otherrelated costs dedicated to the Company’s acquisition integration management efforts.

Following the closing of the CH2M acquisition, these activities have continued into fiscal 2019 and include restructuring charges amounting toapproximately $6.0 million and $68.5 million during the three and nine month periods ended June 28, 2019 , respectively, and $33.9 million and $94.6 million inpre-tax charges during the three and nine month periods ended June 29, 2018 , respectively. Combined with costs from integration activities of $17.3 million and$30.8 million for the three and nine month periods ended June 28, 2019 , and $12.6 million and $40.6 million during the three and nine month periods endedJune 29, 2018 , respectively, the total cost of these restructuring and integration activities approximated $23.3 million and $99.3 million , in pre-tax charges forthree and nine month periods ended June 28, 2019 , respectively, and $46.5 million and $135.2 million , respectively, in pre-tax charges for the three and ninemonths ended June 29, 2018 . These activities are expected to be substantially completed by the end of 2019. These activities are not expected to involve the exit ofany service types or client end-markets.

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 (or recoveries, which primarily relate to the reversals of leaseabandonment accruals) by LOB in connection with the CH2M and KeyW acquisitions and the ECR sale for the three and nine months ended June 28, 2019 and theCH2M acquisition for the three and nine months ended June 29, 2018 (in thousands):

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Three Months Ended Nine Months Ended June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018Aerospace, Technology and Nuclear $ 7,699 $ 16,936 $ 8,489 $ 18,655Buildings, Infrastructure and Advanced Facilities 10,619 32,423 68,644 53,603Corporate(1) 74,921 (19,282) 127,986 50,486

Continuing Operations 93,239 30,077 205,119 122,744Energy, Chemicals and Resources (included in DiscontinuedOperations) 2,720 16,379 (138) 12,412

Total $ 95,959 $ 46,456 $ 204,981 $ 135,156

(1) Includes $34.6 million in pre-tax gains associated with the Company's CH2M retiree medical plan settlement during the nine months ended June 28, 2019 .

The activity in the Company’s accrual for the Restructuring and other charges including the programs described above for the nine-month period endedJune 28, 2019 is as follows (in thousands):

Balance at September 28, 2018 $ 102,297ECR Sale Transfer (6,746)Net Charges(1) 204,981Payments and Usage (150,441)

Balance at June 28, 2019 $ 150,091

(1) Includes $34.6 million in pre-tax gains associated with the Company's CH2M retiree medical plan settlement during the nine months ended June 28, 2019 .

The following table summarizes the Restructuring and other charges by major type of costs in connection with the CH2M and KeyW acquisitions and theECR sale for the three and nine months ended June 28, 2019 , and the CH2M acquisition for the three and nine months ended June 29, 2018 (in thousands):

Three Months Ended Nine Months Ended June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018Lease Abandonments $ 22,982 $ 14,678 $ 66,341 $ 55,114Involuntary Terminations 12,020 10,215 22,979 29,335Outside Services 39,853 11,418 95,987 28,176Other(1) 21,104 10,145 19,674 22,531

Total $ 95,959 $ 46,456 $ 204,981 $ 135,156

(1) Includes $34.6 million in pre-tax gains associated with the Company's CH2M retiree medical plan settlement during the nine months ended June 28, 2019 .

Cumulative amounts incurred to date under our various restructuring and other programs described above by each major type of cost as of June 28,2019 are as follows (in thousands):

Lease Abandonments $ 120,255Involuntary Terminations 72,992Outside Services 132,295Other(1) 83,196

Total $ 408,738

(1) Includes $34.6 million in pre-tax gains associated with the Company's CH2M retiree medical plan settlement during the nine months ended June 28, 2019 .

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12. Borrowings

Short-Term Debt

At June 28, 2019 , short-term debt consisted of a bilateral term loan facility, convertible senior notes assumed as part of the KeyW acquisition and othernotes payable with an aggregate principal balance of $222.7 million .

On June 12, 2019, Jacobs entered into a $200.0 million bilateral term loan facility. This facility incurs interest at LIBOR plus a margin of 1% and matures in June2020. Amounts outstanding under the bilateral term loan facility may be prepaid at the option of the Company without premium or penalty, subject to customarybreakage fees in connection with the prepayment of eurocurency loans. We were in compliance with the covenants under the bilateral term loan facility at June 28,2019 .

On June 12, 2019, in connection with the completion of the KeyW acquisition, Jacobs assumed KeyW's 2.5% convertible senior notes valued at $22.6million as of June 28, 2019 . At their maturity on July 15, 2019, the convertible senior notes were repaid.

Long-Term Debt

At June 28, 2019 and September 28, 2018 , long-term debt consisted of the following (principal amounts in thousands):

Interest Rate Maturity June 28, 2019 September 28, 2018New Credit Agreement LIBOR + applicable

margin (1) March 2024 $ 129,046 $ —Revolving Credit Facility LIBOR + applicable

margin (2) February 2020 — 149,129Term Loan Facility LIBOR + applicable

margin (3) December 2020 400,000 1,500,000Fixed-rate notes due: Senior Notes, Series A 4.27% May 2025 190,000 190,000Senior Notes, Series B 4.42% May 2028 180,000 180,000Senior Notes, Series C 4.52% May 2030 130,000 130,000Less: Deferred Financing Fees (3,848) (4,998)Other Varies Varies — 36Total Long-term debt, net $ 1,025,198 $ 2,144,167

(1) Depending on the Company’s Consolidated Leverage Ratio (as defined in the credit agreement governing the New Credit Agreement (defined below)), borrowings underthe New Credit Agreement bear interest at either a eurocurrency rate plus a margin of between 0.875% and 1.5% or a base rate plus a margin of between 0% and 0.5% .The applicable LIBOR rate at June 28, 2019 was approximately 1.38% .

(2) Depending on the Company’s Consolidated Leverage Ratio (as defined in the credit agreement governing the Revolving Credit Facility (defined below)), borrowings underthe Revolving Credit Facility bore interest at either a eurocurrency rate plus a margin of between 1.0% and 1.5% or a base rate plus a margin of between 0% and 0.5% .The applicable LIBOR rates at September 28, 2018 were approximately 1.38% to 3.47% , respectively.

(3) Depending on the Company’s Consolidated Leverage Ratio (as defined in the credit agreement governing the Term Loan Facility (defined below)), borrowings under theTerm Loan Facility bear interest at either a eurocurrency rate plus a margin of between 1.0% and 1.5% or a base rate plus a margin of between 0% and 0.5% . Theapplicable LIBOR rates at June 28, 2019 and September 28, 2018 was approximately 3.78% and 3.71% , respectively.

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“Revolving Credit Facility”) with a syndicate of large U.S. and international banks and financial institutions. On November 30, 2018, the Company entered into aThird Amendment to the Revolving Credit Facility, which provided for, among other things, the designation as a permitted transaction of the disposition of all orany portion of the ECR business, including in a transaction with WorleyParsons which is consistent in all material respects with the sale transaction announced bythe Company on October 21, 2018, and the automatic release of certain designated borrowers party to the Revolving Credit Facility in connection with the closingof the ECR sale (upon the concurrent repayment of any direct borrowings under the Revolving Credit Facility by such designated borrowers). On March 27, 2019,the Company entered into a second amended and restated credit agreement (the "New Credit Agreement") which amended and restated the Revolving CreditFacility 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 anaccordion feature that allows a further increase of the facility amount up to $3.25 billion ), (c) eliminating the covenants restricting

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investments, joint ventures and acquisitions by the Company and its subsidiaries and (d) adjusting the financial covenants to (i) increase the Consolidated LeverageRatio test until the closing of the ECR sale and (ii) eliminate the net worth covenant upon the removal of the same covenant from the Company’s existing NotePurchase Agreement (defined below). We were in compliance with the covenants under the New Credit Agreement at June 28, 2019 .

The New Credit Agreement permits the Company to borrow under two separate tranches in U.S. dollars, certain specified foreign currencies, and anyother currency that may be approved in accordance with the terms of the New Credit Agreement. The New Credit Agreement also provides for a financial letter ofcredit sub facility of $400.0 million , permits performance letters of credit, and provides for a $50.0 million sub facility for swing line loans. Letters of credit aresubject to fees based on the Company’s Consolidated Leverage Ratio. The Company pays a facility fee of between 0.08% and 0.20% per annum depending on theCompany’s Consolidated Leverage Ratio.

On September 28, 2017, the Company entered into a $1.5 billion unsecured delayed-draw term loan facility (as amended, the “Term Loan Facility”)with a syndicate of financial institutions as lenders and letter of credit issuers. We incurred loans under the Term Loan Facility on December 15, 2017 inconnection with the closing of the CH2M acquisition in order to pay cash consideration for the acquisition, and to pay fees and expenses related to the acquisitionand the Term Loan Facility. Amounts outstanding under the Term Loan Facility may be prepaid at the option of the Company without premium or penalty, subjectto customary breakage fees in connection with the prepayment of eurocurrency loans. On November 30, 2018, the Company entered into a First Amendment to theTerm Loan Facility, which provides for, among other things, the amendment of certain provisions of the Term Loan Facility to permit the ECR Disposition. TheTerm Loan Facility contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limitations oncertain other indebtedness, investments, liens, acquisitions, dispositions fundamental changes and transactions with affiliates. In addition, the Term Loan Facilitycontains customary events of default. We were in compliance with the covenants under the Term Loan Facility at June 28, 2019 .

On March 12, 2018, Jacobs entered into a note purchase agreement (as amended, the "Note Purchase Agreement") with respect to the issuance andsale in a private placement transaction of $500.0 million in the aggregate principal amount of the Company’s senior notes in three series (collectively, the “SeniorNotes”). The Note Purchase Agreement provides that if the Company's consolidated leverage ratio exceeds a certain amount, the interest on the Senior Notes mayincrease by 75 basis points. The Senior Notes may be prepaid at any time subject to a make-whole premium. The sale of the Senior Notes closed on May 15, 2018.The Company used the net proceeds from the offering of Senior Notes to repay certain existing indebtedness and for other general corporate purposes. The NotePurchase Agreement contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, covenants tomaintain a minimum consolidated net worth and maximum consolidated leverage ratio and limitations on certain other indebtedness, liens, mergers, dispositionsand transactions with affiliates. In addition, the Note Purchase Agreement contains customary events of default. We were in compliance with the covenants underthe Note Purchase Agreement at June 28, 2019 .

We believe the carrying value of the New Credit Agreement, the Term Loan Facility, the Bilateral Term Loan, convertible senior notes assumed inthe KeyW acquisition and Other debt outstanding approximates fair value based on the interest rates and scheduled maturities applicable to the outstandingborrowings. The fair value of the Senior Notes is estimated to be $523.5 million at June 28, 2019 , based on Level 2 inputs. The fair value is determined bydiscounting future cash flows using interest rates available for issuances with similar terms and average maturities.

The Company has issued $2.3 million in letters of credit under the New Credit Agreement, leaving $2.12 billion of available borrowing capacityunder the New Credit Agreement at June 28, 2019 . In addition, the Company had issued $356.7 million under separate, committed and uncommitted letter-of-credit facilities for total issued letters of credit of $359.0 million at June 28, 2019 .

13. Revenue Accounting for Contracts and Adoption of ASC Topic 606

On September 29, 2018, the Company adopted ASC Topic 606, RevenuefromContractswithCustomers,including the subsequent ASUs that amendedand clarified the related guidance.

The Company adopted ASC Topic 606 using the modified retrospective method, and accordingly the new guidance was applied retrospectively tocontracts that were not completed or substantially completed as of September 29, 2018 (the date of initial application). As a result, the Company recorded acumulative effect adjustment of $37.2 million which is net of $10.3 million of tax. The entry decreased retained earnings related to continuing operations by $21.2million (net of tax) and retained earnings related to discontinued operations by $16.0 million (net of tax) as of September 29, 2018. Additionally, the followingcumulative effect adjustments were recorded:

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Continuingoperations• An increase to Deferred Income Tax Assets included within miscellaneous assets of $5.4 million ;• An increase to Contract liabilities of $15.2 million ;• A decrease to Receivables of $11.4 million ;

Discontinuedoperations• An increase to Current liabilities held for sale of $0.6 million ;• A decrease to Current assets held for sale of $15.4 million ;

The decrease in retained earnings primarily resulted from a change in the manner in which the Company determines the performance obligations for itsprojects. Prior to the adoption of ASC 606, the Company typically segmented contracts that contained multiple services by service type - for instance, engineering,procurement and construction services - for purposes of revenue and margin recognition. Under ASC 606, multiple-service contracts where the Company isresponsible for providing a single deliverable (e.g. a constructed asset) will be treated as a single performance obligation for purposes of revenue recognition andthus no longer will be segmented if the individual service types are not identified as distinct performance obligations under the contract. Typically, this will occurwhen the Company is contracted to perform both engineering and construction on a project.

The following table presents how the adoption of ASC Topic 606 affected certain line items in the Consolidated Statements of Earnings:

Three Months Ended Nine Months Ended

June 28, 2019 June 28, 2019

(in thousands)

Recognition Under

Previous Guidance

Impact ofthe

Adoption of ASC Topic

606

Recognition Under ASC

Topic 606

Recognition Under

Previous Guidance

Impact ofthe

Adoption ofASC Topic

606

Recognition Under ASC

Topic 606

Revenues $ 3,166,867 $ 2,755 $ 3,169,622 $ 9,328,219 $ 16,786 $ 9,345,005Direct costs of contracts (2,543,488) — (2,543,488) (7,533,511) — (7,533,511)Gross profit 623,379 2,755 626,134 1,794,708 16,786 1,811,494Operating Profit 87,199 2,755 89,954 288,977 16,786 305,763Earnings from Continuing OperationsBefore Taxes 90,644 2,755 93,399 280,633 16,786 297,419Income tax expense for ContinuingOperations 2,831 (850) 1,981 (9,508) (3,321) (12,829)Net Earnings of the Group fromContinuing Operations 93,475 1,905 95,380 271,125 13,465 284,590Net Earnings of the Group fromDiscontinued Operations 434,442 1,242 435,684 434,087 4,750 438,837Net Earnings of the Group 527,917 3,147 531,064 705,212 18,215 723,427Net Earnings Attributable to Jacobs fromContinuing Operations 87,460 1,905 89,365 255,547 13,465 269,012Net Earnings Attributable to Jacobs fromDiscontinued Operations 433,835 1,242 435,077 431,892 4,750 436,642Net Earnings Attributable to Jacobs $ 521,295 $ 3,147 $ 524,442 $ 687,439 $ 18,215 $ 705,654

The following table presents how the adoption of ASC Topic 606 affected certain line items in the Consolidated Balance Sheets:

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June 28, 2019

(in thousands)

Recognition Under Previous

Guidance

Impact of the Adoption of

ASC Topic 606

Recognition Under ASC

Topic 606

Receivables and contract assets (previously presented asReceivables) $ 2,775,479 $ 3,710 $ 2,779,189Current assets held for sale $ 4,920 $ (2,216) $ 2,704Miscellaneous noncurrent assets $ 771,423 $ (3,321) $ 768,102Contract Liabilities (previously presented as Billings in excess ofcosts) $ 519,561 $ (13,167) $ 506,394Current liabilities held for sale $ 5,470 $ (3,367) $ 2,103

Update to Major Accounting Policies

Upon adoption of ASC Topic 606, the Company revised its accounting policy on revenue recognition from the policy provided in the Notes toConsolidated Financial Statements included in the Form 10-K for the year ended September 28, 2018 . The revised accounting policy on revenue recognition isprovided below for revenue recognized following the adoption of ASC Topic 606. For periods presented prior to September 29, 2018, our revenue recognitionpolicies are summarized in the 2018 Form 10-K.

Engineering,Procurement&ConstructionContractsandServiceContracts

The Company recognizes engineering, procurement, and construction contract revenue over time, as performance obligations are satisfied, due to thecontinuous transfer of control to the customer. Upon adoption of ASC Topic 606, contracts which include engineering, procurement and construction services aregenerally accounted for as a single deliverable (a single performance obligation) and are no longer segmented between types of services. In some instances, theCompany’s services associated with a construction activity are limited only to specific tasks such as customer support, consulting or supervisory services. In theseinstances, the services are typically identified as separate performance obligations.

The Company recognizes revenue using the percentage-of-completion method, based primarily on contract costs incurred to date compared to totalestimated contract costs. The percentage-of-completion method (an input method) is the most representative depiction of the Company’s performance because itdirectly measures the value of the services transferred to the customer. Subcontractor materials, labor and equipment and, in certain cases, customer-furnishedmaterials and labor and equipment are included in revenue and cost of revenue when management believes that the company is acting as a principal rather than asan agent (e.g., the company integrates the materials, labor and equipment into the deliverables promised to the customer or is otherwise primarily responsible forfulfillment and acceptability of the materials, labor and/or equipment). The Company recognizes revenue, but not profit, on certain uninstalled materials that arenot specifically produced, fabricated, or constructed for a project. Revenue on these uninstalled materials is recognized when control is transferred. Changes tototal estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs areexpensed as incurred unless they are expected to be recovered from the client. Project mobilization costs are generally charged to project costs as incurred whenthey are an integrated part of the performance obligation being transferred to the client. Under the typical payment terms of our engineering, procurement andconstruction contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms at periodic intervals (e.g., biweekly or monthly)and customer payments on are typically due within 30 to 60 days of billing, depending on the contract.

For service contracts, the Company recognizes revenue over time using the cost-to-cost percentage-of-completion method. Service contracts that includemultiple performance obligations are segmented between types of services. For contracts with multiple performance obligations, the Company allocates thetransaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. Revenue recognized onservice contracts that have not been billed to clients is classified as unbilled receivables and other and contract assets, both included within Receivables andcontract assets on the Consolidated Balance Sheets. Amounts billed to clients in excess of revenue recognized on service contracts to date are classified as a currentliability under contract liabilities. In some instances where the Company is standing ready to provide services, the Company recognizes revenue ratably over theservice period. Under the typical payment terms of our service contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms,and customer payments are typically due within 30 to 60 days of billing, depending on the contract.

Direct costs of contracts include all costs incurred in connection with and directly for the benefit of client contracts, including depreciation andamortization relating to assets used in providing the services required by the related projects. The level

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of direct costs of contracts may fluctuate between reporting periods due to a variety of factors, including the amount of pass-through costs we incur during a period.On those projects where we are acting as principal for subcontract labor or third-party materials and equipment, we reflect the amounts of such items in bothrevenues and costs (and we refer to such costs as “pass-through costs”).

VariableConsideration

The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders; awards andincentive fees; and liquidated damages and penalties. The Company recognizes revenue for variable consideration when it is probable that a significant reversal inthe amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration using theexpected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount. Factorsconsidered in determining whether revenue associated with claims (including change orders in dispute and unapproved change orders in regard to both scope andprice) should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused bycircumstances that were unforeseen at the contract date and not the result of deficiencies in the company’s performance, (c) claim-related costs are identifiable andconsidered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. If the requirements for recognizing revenuefor claims or unapproved change orders are met, revenue is recorded only when the costs associated with the claims or unapproved change orders have beenincurred and only up to the amount of cost incurred. Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined thatrecovery of such cost is probable and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described abovefor claims accounting have been satisfied.

The Company generally provides limited warranties for work performed under its engineering and construction contracts. The warranty periods typicallyextend for a limited duration following substantial completion of the Company’s work on the project. Historically, warranty claims have not resulted in materialcosts incurred for which the Company was not compensated for by the customer.

PracticalExpedient

If the Company has a right to consideration from a customer in an amount that corresponds directly with the value of the Company’s performancecompleted to date (a service contract in which the company bills a fixed amount for each hour of service provided), the Company recognizes revenue in the amountto which it has a right to invoice for services performed.

The Company does not adjust the contract price for the effects of a significant financing component if the Company expects, at contract inception, that theperiod between when the Company transfers a service to a customer and when the customer pays for that service will be one year or less.

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 ofindustrial, commercial, and governmental clients. We provide a broad range of engineering, design, and architectural services; construction and constructionmanagement services; operations and maintenance services; and process, scientific, and systems consulting services. We provide our services through offices andsubsidiaries located primarily in North America, South 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 8- Segment Information foradditional information on how we disaggregate our revenues by reportable segment.

The following table further disaggregates our revenue by geographic area for the three and nine months ended June 28, 2019 and June 29, 2018 (inthousands):

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Three Months Ended Nine Months Ended June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018Revenues: United States $ 2,357,836 $ 2,047,974 $ 6,701,474 $ 5,086,405 Europe 491,036 561,689 1,706,163 1,649,181 Canada 59,830 56,104 160,339 115,659 Asia 33,918 45,241 113,294 119,699 India 12,129 13,629 43,131 38,987 Australia and New Zealand 136,711 146,536 386,594 437,244 South America and Mexico 1,225 5,964 7,244 12,924 Middle East and Africa 76,937 56,486 226,766 127,817

Total $ 3,169,622 $ 2,933,623 $ 9,345,005 $ 7,587,916

Contract Liabilities

Contract liabilities represent amounts billed to clients in excess of revenue recognized to date. Amounts classified as “Billings in excess of costs” on theConsolidated Balance Sheets of our 2018 Form 10-K have been renamed to “Contract liabilities” on the Consolidated Balance Sheets.

The increase in contract liabilities was a result of normal business activity and not materially impacted by any other factors. Revenue recognized for thethree and nine months ended June 28, 2019 that was included in the contract liability balance on September 28, 2018 was $ 33 million and $ 331 million .

Remaining Performance Obligations

The Company’s remaining performance obligations as of June 28, 2019 represent a measure of the total dollar value of work to be performed on contractsawarded and in progress. The Company had approximately $ 11.58 billion in remaining performance obligations as of June 28, 2019 . The Company expects torecognize 53% of our remaining performance obligations within the next twelve months and the remaining 47% thereafter.

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

14. Pension and Other Postretirement Benefit Plans

The following table presents the components of net periodic benefit cost recognized in earnings during the three and nine months ended June 28, 2019 andJune 29, 2018 (in thousands):

Three Months Ended Nine Months Ended June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018Component:

Service cost $ 1,212 $ 1,486 $ 5,545 $ 6,463Interest cost 17,088 14,566 52,916 44,850Expected return on plan assets (26,291) (24,378) (79,709) (74,053)Amortization of previously unrecognized items 3,182 2,440 9,353 7,240Plan Amendment and settlement loss (gain) — — (34,621) 3,819

$ (4,809) $ (5,886) $ (46,516) $ (11,681)

As a result of the adoption of ASU 2017-07, Compensation-RetirementBenefits(Topic715):ImprovingthePresentationofNetPeriodicPensionCostandNetPeriodicPostretirementBenefitCostin the first quarter of fiscal 2019, the service cost component of net periodic pension expense has been presented inthe same line item as other compensation costs (direct cost of contracts and selling, general and administrative expenses) and the other components of net periodicpension expense have been reclassified from

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selling, general and administrative expense and direct cost of contracts and instead presented in miscellaneous income (expense), net on the ConsolidatedStatements of Earnings for the three and nine months ended June 28, 2019 and June 29, 2018 in the amount of $6.1 million and $6.1 million , respectively, and$18.3 million and $18.2 million , respectively.

In the first quarter of fiscal 2019, the Company elected to discontinue the CH2M Hill Retiree Medical Plan and the OMI Retiree Medical Plan, effectiveDecember 31, 2018. Lump sum payments were made to certain participants in the first quarter of fiscal 2019, resulting in a partial plan settlement and relatedsettlement gain of $2.2 million . In the second quarter of fiscal 2019, lump sum payments were made to remaining plan participants and the plans were fullysettled, resulting in an additional $32.4 million in settlement gains recognized in the second quarter of fiscal 2019.

On January 1, 2019, the CH2M Hill Pension Plan and the CH2M Hill IDC Pension Plan merged into the Company's Sverdrup Pension Plan. The newlycombined plan is called the Jacobs Consolidated Pension Plan. In December 2017, the Company incurred a partial settlement loss of approximately $3.8 millionrelated to its Sverdrup Pension Plan in the U.S.

Due to a recent ruling by the High Court in the United Kingdom regarding equalization between men and women of a tranche of pension (the GuaranteedMinimum Pension) accrued between 1990 and 1997, Jacobs measured the estimated impact of this ruling in its consolidated financial statements, resulting in anincrease of approximately $38.2 million in the ASC 715 balance sheet liability in the first quarter of fiscal 2019, with an offset to other comprehensive income, netof tax. Additionally, the Company has recognized an additional $1.2 million in additional net periodic benefit cost during the nine months ended June 28, 2019 as aresult of the ruling.

The following table presents certain information regarding the Company’s cash contributions to our pension plans for fiscal 2019 (in thousands):

Cash contributions made during the first nine months of fiscal 2019 $ 24,856Cash contributions projected for the remainder of fiscal 2019 8,262Total $ 33,118

15. Accumulated Other Comprehensive Income

The following table presents the Company's roll forward of accumulated other comprehensive income (loss) after-tax for the nine months ended June 28,2019 (in thousands):

Change in Pension

Liabilities

Foreign CurrencyTranslationAdjustment

Gain/(Loss) on CashFlow Hedges Total

Balance at September 28, 2018 $ (309,867) $ (496,017) $ (819) $ (806,703)Other comprehensive income (loss) 8,413 (51,456) 1,213 (41,830)Reclassifications from othercomprehensive income (loss) (21,480) 106,613 (189) 84,944Balance at June 28, 2019 $ (322,934) $ (440,860) $ 205 $ (763,589)

16. Income Taxes

On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted in the United States and significantly revised the U.S. corporate income taxlaws. Given the significance of the legislation, the SEC staff issued Staff Accounting Bulletin No. 118 (SAB 118), which allows registrants to record provisionalamounts during a one year “measurement period” like that used when accounting for business combinations. As of December 22, 2018, we have completed ouraccounting for the tax effects of the enactment of the Act. For the deferred tax balances, we remeasured the U.S. deferred tax assets and liabilities based on therates at which they are expected to reverse in the future, which is generally 21% . The Company’s revised remeasurement resulted in cumulative charges to incometax expense of $144.4 million for the measurement period. The Act calls for a one-time tax on deemed repatriation of foreign earnings. This one-time transition taxis based on our total post-1986 earnings and profits (E&P) of certain of our foreign subsidiaries. In the current reporting period, the Company filed its tax returnwhich reflected the transition tax. The net tax liability after considering foreign tax credits resulted in a tax liability of $0.8 million . In addition, the Companyrecorded $104.2 million in cumulative valuation expense charges during the measurement period with respect to certain foreign tax credit deferred tax assets as aresult of the Tax Act and CH2M integration.

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The Company’s effective tax rates from continuing operations for the three months ended June 28, 2019 and June 29, 2018 were (2.1)% and 21.3% ,respectively. The Company’s effective tax rates from continuing operations for the nine months ended June 28, 2019 and June 29, 2018 were 4.3% and 58.5% ,respectively. The Company’s effective tax rate from continuing operations for the three months ended June 28, 2019 was lower than the effective tax rate forcontinuing operations for the three months ended June 29, 2018 primarily due to a favorable discrete benefit of $21.7 million as a result of an election made todefer net operating losses under final regulations, resulting in the utilization of additional previously fully valued foreign tax credits, combined with lower pre-taxbook income from continuing operations in the third quarter of fiscal 2019. The effective tax rate for the nine months ended June 28, 2019 was lower primarily dueto $54.8 million in net discrete expense during the nine months ended June 29, 2018 mainly comprised of $14.0 million from the impact of the remeasurement ofdeferred taxes for the Act, $52.5 million for an increase to the valuation allowance related to certain foreign tax credits and an offsetting tax benefit of $5.7 millionfor a federal hurricane credit. Comparatively, in the nine months ended June 28, 2019 , the Company had a $62.6 million discrete benefit, predominantly comprisedof $37.4 million for a remeasurement of the Company's deferred tax liability for unremitted earnings to account for the change in expected manner of recovery andan additional benefit of $21.7 million as a result of an election made to defer net operating losses under final regulations, resulting in utilization of previously fullyreserved foreign tax credits.

See Note 7- SaleofEnergy,ChemicalsandResources("ECR")Businessfor further information on the Company's discontinued operations reporting forthe sale of the ECR business.

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, theCompany is subject to examination by tax authorities throughout the world, including such major jurisdictions as Australia, Canada, India, the Netherlands, theUnited 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, andcircumstances 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 mayimpact our effective tax rate. It is reasonably possible that, during the next twelve months, we may realize a decrease in our uncertain tax positions ofapproximately $16.3 million as a result of concluding various tax audits and closing tax years.

17. 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 forcommon shares and participating securities. The undistributed earnings are allocated between common shares and participating securities as if all earnings hadbeen distributed during the period. Participating securities and common shares have equal rights to undistributed earnings. Net earnings used for the purpose ofdetermining basic and diluted EPS is determined by taking net earnings, less earnings available to participating 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 monthsended June 28, 2019 and June 29, 2018 (in thousands):

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Three Months Ended Nine Months Ended June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018Numerator for Basic and Diluted EPS: Net earnings (loss) attributable to Jacobs from continuing operations $ 89,365 $ 113,336 $ 269,012 $ 72,811Net earnings (loss) from continuing operations allocated toparticipating securities (105) (475) (444) (325)Net earnings (loss) from continuing operations allocated tocommon stock for EPS calculation $ 89,260 $ 112,861 $ 268,568 $ 72,486

Net earnings (loss) attributable to Jacobs from discontinuedoperations $ 435,077 $ 36,886 $ 436,642 $ 128,161Net earnings (loss) from discontinued operations allocated toparticipating securities (513) (155) (720) (573)Net earnings (loss) from discontinued operations allocated tocommon stock for EPS calculation $ 434,564 $ 36,731 $ 435,922 $ 127,588

Net earnings allocated to common stock for EPS calculation $ 523,824 $ 149,592 $ 704,490 $ 200,074

Denominator for Basic and Diluted EPS: Weighted average basic shares 136,772 142,612 139,263 136,717Shares allocated to participating securities (161) (597) (230) (743)Shares used for calculating basic EPS attributable to commonstock 136,611 $ 142,015 $ 139,033 $ 135,974

Effect of dilutive securities: Stock compensation plans 1,212 1,014 1,206 1,028Shares used for calculating diluted EPS attributable to commonstock 137,823 143,029 140,239 137,002

Net Earnings Per Share: Basic Net Earnings from Continuing Operations Per Share $ 0.65 $ 0.79 $ 1.93 $ 0.53Basic Net Earnings from Discontinued Operations Per Share $ 3.18 $ 0.26 $ 3.14 $ 0.94

Basic EPS $ 3.83 $ 1.05 $ 5.07 $ 1.47Diluted Net Earnings from Continuing Operations Per Share $ 0.65 $ 0.79 $ 1.92 $ 0.53Diluted Net Earnings from Discontinued Operations Per Share $ 3.15 $ 0.26 $ 3.11 $ 0.93

Diluted EPS $ 3.80 $ 1.05 $ 5.02 $ 1.46

ShareRepurchases

On July 23, 2015, the Company’s Board of Directors authorized a share repurchase program of up to $500.0 million of the Company’s common stock, toexpire on July 31, 2018. On July 19, 2018, the Company's Board of Directors authorized the continuation of this share repurchase program for an additional threeyears, to expire on July 31, 2021. The following table summarizes the activity under this program during fiscal 2019:

Amount Authorized Average Price Per

Share (1) Total Shares

Retired Shares

Repurchased

$500,000,000 $61.74 4,005,007 4,005,007

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

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On January 17, 2019, the Company’s Board of Directors authorized an additional share repurchase program of up to $1.0 billion of the Company’scommon stock, to expire on January 16, 2022. On February 19, 2019, the Company launched accelerated share repurchase programs by advancing $250 million totwo financial institutions in privately negotiated transactions (collectively, the "2019 ASR Program"). The specific number of shares that the Company repurchasedunder the 2019 ASR Program was determined based generally on a discount to the volume-weighted average price per share of the Company's common stockduring a calculation period completed on June 5, 2019. The purchase was recorded as a share retirement for purposes of calculating earnings per share. Subsequentto the launch of the 2019 ASR Program and other current quarter share repurchases, the Company has $722.8 million remaining under its $1.0 billion sharerepurchase authorization. The following table summarizes the activity under this program during fiscal 2019:

Amount Authorized Average Price Per Share (1) Total Shares

Retired Shares Repurchased$1,000,000,000 $75.33 3,680,017 3,680,017

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

DividendProgram

On July 11, 2019, the Company’s Board of Directors declared a quarterly dividend of $0.17 per share of the Company’s common stock to be paid onAugust 23, 2019, to shareholders of record on the close of business on July 26, 2019. Future dividend declarations are subject to review and approval by theCompany’s Board of Directors. Dividends paid through the third fiscal quarter of 2019 and the preceding fiscal year are as follows:

Declaration Date Record Date Payment Date Cash Amount (per

share)

May 2, 2019 May 17, 2019 June 14, 2019 $0.17January 17, 2019 February 15, 2019 March 15, 2019 $0.17September 11, 2018 September 28, 2018 October 26, 2018 $0.15July 19, 2018 August 3, 2018 August 31, 2018 $0.15May 3, 2018 May 18, 2018 June 15, 2018 $0.15January 18, 2018 February 16, 2018 March 16, 2018 $0.15September 27, 2017 October 13, 2017 November 10, 2017 $0.15

18. Commitments and Contingencies

In the normal course of business, we make contractual commitments, some of which are supported by separate guarantees; and on occasion we are a partyin a litigation or arbitration proceeding. The litigation or arbitration in which we are involved includes personal injury claims, professional liability claims andbreach of contract claims. Where we provide a separate guarantee, it is strictly in support of the underlying contractual commitment. Guarantees take various formsincluding surety bonds required by law, or standby letters of credit ("LOC") (also referred to as “bank guarantees”) or corporate guarantees given to induce a partyto enter into a contract with a subsidiary. Standby LOCs are also used as security for advance payments or in various other transactions. The

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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. Werecord in the Consolidated Balance Sheets amounts representing our estimated liability relating to such guarantees, litigation and insurance claims. Guarantees areaccounted for in accordance with ASC 460-10, Guarantees, at fair value at the inception of the guarantee.

At June 28, 2019 and September 28, 2018 , the Company had issued and outstanding approximately $359.0 million and $446.6 million , respectively, inLOCs and $1.16 billion and $870.3 million , respectively, in surety bonds.

We maintain insurance coverage for most insurable aspects of our business and operations. Our insurance programs have varying coverage limitsdepending upon the type of insurance and include certain conditions and exclusions which insurance companies may raise in response to any claim that is assertedby or against the Company. We have also elected to retain a portion of losses and liabilities that occur through using various deductibles, limits, and retentionsunder 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 tomitigate any such future liability by continuing to exercise prudent business judgment in negotiating the terms and conditions of the contracts which the Companyenters 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 toinsolvency 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 onbehalf of, the government including with respect to contract performance, pricing, cost allocations, procurement practices, labor practices, and socioeconomicobligations. Furthermore, our income, franchise, and similar tax returns and filings are also subject to audit and investigation by the Internal Revenue Service, moststates 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, andinvestigations. 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 claimsadministrators as of the respective balance sheet dates. We include any adjustments to such insurance reserves in our consolidated results of operations. Insurancerecoveries 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 andclaims, and income tax audits and investigations should not have a material adverse effect on our consolidated financial statements, beyond amounts currentlyaccrued.

On September 30, 2015, Nui Phao Mining Company Limited (“NPMC”) commenced arbitration proceedings against Jacobs E&C Australia Pty Limited(“Jacobs E&C”) in Singapore before the Singapore International Arbitration Centre. Jacobs E&C was engaged by NPMC for the provision of management, design,engineering, and procurement services for a Nui Phao mine/mineral processing project in Vietnam as part of the Company’s Energy, Chemicals & Resources(“ECR”) line of business. A three-week hearing on the merits concluded on December 15, 2017. On March 28, 2019, the arbitration panel issued a decision findingagainst Jacobs E&C and awarding damages to NPMC of approximately $95.0 million . NPMC has asserted a claim for interest, costs and attorneys' fees forapproximately $70.0 million , which the Company intends to dispute. The award otherwise remains confidential. A hearing on the interest and cost claim isscheduled to begin on October 28, 2019. On June 28, 2019, the Company filed an application in Singapore to set aside the award. In addition, NPMC has filed anapplication to enforce the award in Australia. A hearing on that application is scheduled to begin on September 4, 2019. In connection with a temporary stay of theproceedings to enforce the award, the Company delivered a bank guarantee in the amount of $95.0 million . The Company expects that a portion of the award issubject to recovery from insurance, however, the Company currently has not accrued a receivable for related insurance recoveries. Under the terms of the sale ofthe Company’s ECR business to WorleyParsons on April 26, 2019, the Company has retained liability with respect to this matter. The Company recorded pre-taxcharges in discontinued operations for estimates related to the award and recovery of costs, estimated related interest and attorneys' fees in the amount of $147.0million in the second quarter of 2019.

In 2012, CH2M HILL Australia Pty Limited, a subsidiary of CH2M, entered into a 50 /50 integrated joint venture with Australian construction contractorUGL Infrastructure Pty Limited. The joint venture entered into a Consortium Agreement with General Electric and GE Electrical International Inc. TheConsortium was awarded a subcontract by JKC Australia LNG Pty Limited for the engineering, procurement, construction and commissioning of a 360 MWCombined Cycle Power Plant for INPEX Operations Australia Pty Limited at Blaydin Point, Darwin, NT, Australia. In January 2017, the Consortium terminatedthe Subcontract because of JKC’s repudiatory breach and demobilized from the work site. JKC claimed the Consortium abandoned the work and itself purported toterminate the Subcontract. The Consortium and JKC are now in dispute over the termination. In August 2017, the Consortium filed an International Chamber ofCommerce arbitration against JKC and is seeking compensatory damages in the amount of approximately

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$530.0 million for repudiatory breach or, in the alternative, seeking damages for unresolved contract claims and change orders. JKC has provided a preliminaryestimate of the monetary value of its claims which we believe will result in alleged damages in excess of $1.7 billion and has drawn on bonds. This draw on bondsdoes not impact the Company's ultimate liability. A hearing on this matter is scheduled to begin in February 2020 and no decision is expected before 2020. InSeptember 2018, JKC filed a declaratory judgment action in Western Australia alleging that the entities which executed parent company guaranties for theConsortium, including CH2M Hill Companies, Ltd., have an obligation to pay JKC’s ongoing costs to complete the project after termination. A hearing on thatmatter was held on March 12 and 13, 2019, and a decision in favor of the Consortium was issued. JKC has appealed the decision. If the Consortium is found liable,these matters could have a material adverse effect on the Company’s business, financial condition, results of operations and /or cash flows, particularly in the shortterm. However, the Consortium has denied liability and is vigorously defending these claims and pursuing its affirmative claims against JKC, and based on theinformation currently available, the Company does not expect the resolution of this matter to have a material adverse effect on the Company’s business, financialcondition, results of operations or cash flows, in excess of the current reserve for this matter. See Note 5- BusinessCombinationsfor further information relating toCH2M contingencies.

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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 narrativeanalysis explaining the reasons for material changes in the Company’s (i) financial condition from the most recent fiscal year-end to June 28, 2019 and (ii) resultsof 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. Themost current discussion of our critical accounting policies appears in Item 7, Management’sDiscussionandAnalysisofFinancialConditionandResultsofOperationsof our 2018 Form 10-K, and the most current discussion of our significant accounting policies appears in Note 2-SignificantAccountingPolicesin Notes to Consolidated Financial Statements of our 2018 Form 10-K. See also Note 13- RevenueAccountingforContractsandAdoptionofASC606for a discussion of our updated policies related to revenue recognition;

• The Company’s fiscal 2018 audited consolidated financial statements and notes thereto included in our 2018 Form 10-K; and

• Item 7, Management’sDiscussionandAnalysisofFinancialConditionandResultsofOperationsincluded in our 2018 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 withinthe meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical orcurrent fact. When used herein, words such as “expects,” “anticipates,” “believes,” “seeks,” “estimates,” “plans,” “intends,” “future,” “will,” “would,” “could,”“can,” “may,” and similar words are intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements.Although such statements are based on management’s current estimates and expectations, and/or currently available competitive, financial, and economic data,forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause our actual results to differ materially from what may beinferred from the forward-looking statements. Some of the factors that could cause or contribute to such differences include, but are not limited to, those listed anddiscussed in Item 1A, RiskFactorsincluded in our 2018 Form 10-K and this Quarterly Report on Form 10-Q. We undertake no obligation to release publicly anyrevisions or updates to any forward-looking statements. We encourage you to read carefully the risk factors, as well as the financial and business disclosurescontained 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("SEC").

Lines of Business

During the second quarter of fiscal 2018, we reorganized our operating and reporting structure around three global lines of business (“LOBs”), which alsoserve as the Company’s operating segments. The three lines of business are as follows: (i) Aerospace, Technology and Nuclear, (ii) Buildings, Infrastructure andAdvanced Facilities, and (iii) Energy, Chemicals and Resources. Additionally, in the first quarter of fiscal 2019, we further refined our operating segment structureto move the Global Environmental Solutions ("GES") business from the ATN segment to the BIAF segment. This reorganization occurred in conjunction with theintegration of CH2M into the Company's legacy businesses, and is intended to better serve our global clients, leverage our workforce, help streamline operations,and provide enhanced growth opportunities.

The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) and can evaluate the performance of each of these segmentsand make appropriate resource allocations among each of the segments. For purposes of the Company’s goodwill impairment testing, it has been determined thatthe Company’s operating segments are also its reporting units based on management’s conclusion that the components comprising each of its operating segmentsshare similar economic characteristics and meet the aggregation criteria for reporting units in accordance with ASC 350, Intangibles-GoodwillandOther.

Under the new organization, the sales function is managed on an LOB basis, and accordingly, the associated cost is embedded in the new segments andreported to the respective LOB presidents. In addition, a portion of the costs of other support functions (e.g., finance, legal, human resources, and informationtechnology) is allocated to each LOB using methodologies which, we believe, effectively attribute the cost of these support functions to the revenue generatingactivities of the Company on a rational basis. The cost of the Company’s cash incentive plan, the Management Incentive Plan (“MIP”) and the expense associatedwith the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan (“1999 SIP”) have likewise been charged to the LOBs except for those amounts determined torelate to the business as a whole (which amounts remain in other corporate expenses).

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Aerospace, Technology and Nuclear (ATN) – We provide an in-depth range of scientific, engineering, construction, nuclear and technical supportservices to the aerospace, defense, technical and automotive industries in several countries. Long-term clients include the Ministry of Defence in the U.K., the U.K.Nuclear Decommissioning Authority, NASA, the U.S. Department of Energy ("DoE"), the U.S. Department of Defense (“DoD”), the U.S. Special OperationsCommand ("USSOCOM"), the U.S. Intelligence community, and the Australian Department of Defence. Specific to NASA, one of our major governmentcustomers in the U.S., is our ability to design, build, operate, and maintain highly complex facilities relating to space systems, including test and evaluationfacilities, launch facilities, and support infrastructure. We provide support to all phases of the nuclear life-cycle from initial planning through design, construction,commissioning, operations and decommissioning/decontamination on government sites within the U.S., and Canada and on both government and commercial sitesin the U.K.

In addition, we design and build aerodynamic, climatic, altitude and acoustic facilities in support of the automotive industry, as well as provide a widerange of services in the telecommunications market.

Our experience in the defense sector includes military systems acquisition management and strategic planning; operations and maintenance of testfacilities and ranges; test and evaluation services in computer, laboratory, facility, and range environments; test facility computer systems instrumentation anddiagnostics; and test facility design and build. We also provide systems engineering and integration of complex weapons and space systems, as well as hardwareand software design of complex flight and ground systems.

We have provided advanced technology engineering services to the DoD for more than 50 years, and currently support major defense programs in theU.S. and internationally. We operate and maintain several DoD test centers and provide services and assist in the acquisition and development of systems andequipment for Special Operations Forces, as well as the development of biological, chemical, and nuclear detection and protection systems.

We maintain enterprise information systems for government and commercial clients worldwide, ranging from the operation of complex computationalnetworks to the development and validation of specific software applications. We also support the DoD and the intelligence community in a number of informationtechnology programs, including network design, integration, and support; command and control technology; development and maintenance of databases andcustomized applications; and cyber security solutions.

Buildings, Infrastructure and Advanced Facilities (BIAF) – We provide services to broad sectors including buildings, water, transportation (roads, rail,aviation and ports), environmental and advanced facilities for life sciences, semiconductors, data centers, consumer products and other advanced manufacturingoperations throughout North America, Europe, India, the Middle East, Australia and Asia. Our representative clients include national governmentdepartments/agencies in the U.S., Europe, U.K., Australia, and Asia, state and local departments of transportation within the U.S and private industry firms.

Typical projects include providing development/rehabilitation plans for highways, bridges, transit, tunnels, airports, railroads, intermodal facilities andmaritime or port projects. Our interdisciplinary teams can work independently or as an extension of the client’s staff. We have experience with alternativefinancing methods, which have been used in Europe through the privatization of public infrastructure systems.

Our water infrastructure group aids emerging economies, which are investing heavily in water and wastewater systems, and governments in NorthAmerica and Europe, which are addressing the challenges of drought and an aging infrastructure system. We develop or rehabilitate critical water resourcesystems, water/wastewater conveyance systems and flood defense projects. We provide full life cycle services including engineering design, constructionmanagement, design build and operations and maintenance.

We also plan, design and construct buildings for a variety of clients and markets. We believe our global presence and understanding of contracting anddelivery demands keep us well positioned to provide professional services worldwide. Our diversified client base encompasses both public and private sectors andrelates primarily to institutional, commercial, government and corporate buildings, including projects at many of the world's leading medical and research centers,and universities. We focus our efforts and resources in two areas: where capital-spending initiatives drive demand, and where changes and advances in technologyrequire innovative, value-adding solutions. We also provide integrated facility management services (sometimes through joint ventures with third parties) forwhich we assume responsibility for the ongoing operation and maintenance of entire commercial or industrial complexes on behalf of clients.

We have specific capabilities in energy and power, master planning, and commissioning of office headquarters, aviation facilities, mission-criticalfacilities, municipal and civic buildings, courts and correctional facilities, mixed-use and commercial centers, healthcare and education campuses, and recreationalcomplexes. For advanced technology clients, who require highly

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specialized buildings in the fields of medical research, nano science, biotechnology and laser sciences, we offer total integrated design and constructionmanagement solutions. We also have global capabilities in the pharma-bio, data center, government intelligence, corporate headquarters/interiors, and science andtechnology-based education markets. Our government building projects include large, multi-year programs in the U.S. and Europe supporting various U.S. andU.K. government agencies.

We provide our Life Sciences clients single-point consulting, engineering, procurement, construction management, and validation project delivery,enabling us to execute capital programs on a single-responsibility basis. Typical projects in the life sciences sector include laboratories, research and developmentfacilities, pilot plants, bulk active pharmaceutical ingredient production facilities, full-scale biotechnology production facilities, and tertiary manufacturingfacilities. Our manufacturing business areas include the Food & Beverage, Consumer Products and Pulp & Paper markets.

We provide services relating to modular construction, as well as other consulting and strategic planning to help our clients complete capital projects fasterand more efficiently.

We provide environmental characterization and restoration services to commercial and government customers both in the U.S. and U.K. This includesdesigning, building and operating high hazard remediation systems including for radiologically contaminated media.

In addition, we offer services in containment, barrier technology, locally controlled environments, building systems automation, and off-the-site designand fabrication of facility modules, as well as vaccine production and purification, and aseptic processing.

Energy, Chemicals and Resources (ECR)

ECRDisposition

On April 26, 2019, Jacobs completed the sale of its Energy, Chemicals and Resources ("ECR") business to WorleyParsons Limited, a companyincorporated in Australia ("WorleyParsons"), for a purchase price of $3.4 billion consisting of (i) $2.8 billion in cash plus (ii) 58.2 million ordinary shares ofWorleyParsons, 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 have been sold (the "Disposal Group"). We determined that the disposalgroup should be reported as discontinued operations in accordance with ASC 210-05, DiscontinuedOperationsbecause their disposal represents a strategic shiftthat had a major effect on our operations and financial results. As such, the financial results of the ECR business are reflected in our unaudited ConsolidatedStatements of Earnings as discontinued operations for all periods presented. Additionally, current and non-current assets and liabilities of the Disposal Group arereflected as held-for-sale in the unaudited Consolidated Balance Sheet as of September 28, 2018. Further, as of the quarter ended June 28, 2019 , a portion of theECR business remains held by Jacobs as described above and continues to be classified as held for sale during the third fiscal quarter of 2019 in accordance withU.S. GAAP. For further discussion see Note 7- SaleofEnergy,ChemicalsandResources("ECR")Businessto the consolidated financial statements.

Prior to the sale, we served the energy, chemicals and resources sectors, including upstream, midstream and downstream oil, gas, refining, chemicals andmining and minerals industries. We provided integrated delivery of complex projects for our Oil and Gas, Refining, and Petrochemicals clients. Bridging theupstream, midstream and downstream industries, our services encompass consulting, engineering, procurement, construction, maintenance and projectmanagement.

We provided services relating to onshore and offshore oil and gas production facilities, including fixed and floating platforms and subsea tie-backs, aswell as full field development solutions, including processing facilities, gathering systems, transmission pipelines and terminals. Our heavy oil experience made usa leader in upgrading, steam-assisted gravity drainage and in-situ oil sands projects. We developed modular well pad and central processing facility designs. Wealso provided fit-for-purpose and standardized designs in the onshore conventional and unconventional space, paying particular attention to water andenvironmental issues.

In addition, we provided our refining customers with feasibility/economic studies, technology evaluation and conceptual engineering, front end loading(FEED), detailed engineering, procurement, construction, maintenance and commissioning services. We delivered installed engineering, procurement andconstruction (EPC) solutions as to grass root plants, expansions and revamps of existing units. Our focus was on both the inside the battery limit (ISBL) processingunits as well as utilities and off-sites. We had engineering alliances and maintenance programs that span decades with core clients. With the objective of drivingour clients’ total installed costs down, we endeavored to leverage emerging market sourcing and high value engineering. Our Comprimo Sulfur Solutions® was asignificant technology for gas treatment and sulfur recovery plants around the world.

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We provided services as to technically complex petrochemical facilities; from new manufacturing complexes, to expansions and modifications andmanagement of plant relocations. We were experienced with many licensed technologies, integrated basic petrochemicals, commodity and specialty chemicalsprojects, and olefins, aromatics, synthesis gas and their respective derivatives.

Our mining and minerals business targeted the non-ferrous and ferrous metal markets, precious metals, energy minerals (uranium, coal, oil sands), andindustrial and fertilizer minerals (borates, trona, phosphates and potash). We worked with many resource companies undertaking new and existing facilityupgrades, process plant and underground and surface material handling and infrastructure developments.

We offered project management, front-end studies, full engineering, procurement and construction management (“EPCM”) and engineering, procurementand construction (“EPC”) capabilities, and completions, commissioning and start-up services specializing in new plant construction, brownfield expansions, andsustaining capital and maintenance projects. We were also able to deliver value to our mining clients by providing distinctive adjacent large infrastructurecapabilities to support their mining operations.

We provided a wide range of services, technology and manufactured equipment through our specialty chemicals group, where we owned and licensed ourproprietary technology. Our specialty chemicals areas were focused on sulfuric acid, sulphur, bleaching chemicals for pulp & paper, and synthetic chemicals, andmanufactured equipment.

Our global Field Services unit supported construction and operations and maintenance (“O&M”) across the company and performed our direct hireservices.

Our construction activities included providing both construction management services and traditional field construction services to ourclients. Historically, our field construction activities focused primarily on those construction projects where we performed much of the related engineering anddesign work (EPC/EPCM). However, we delivered construction-only projects when we negotiated pricing and other contract terms we deemed acceptable andwhich resulted in a fair return for the degree of risk we assume.

In our O&M business, we provided all services required to operate and maintain large, complex facilities on behalf of clients including asset management,direct hire maintenance and operations, complex turn-around planning and execution, and small capital programs. We provided key management and supportservices over all aspects of the operations of a facility, including managing subcontractors and other on-site personnel.

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Results of Operations for the three and nine months ended June 28, 2019 and June 29, 2018(in thousands, except per share information)

For the Three Months Ended For the Nine Months Ended June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018Revenues $ 3,169,622 $ 2,933,623 $ 9,345,005 $ 7,587,916Direct cost of contracts (2,543,488) (2,325,028) (7,533,511) (6,035,598)Gross profit 626,134 608,595 1,811,494 1,552,318Selling, general and administrative expenses (536,180) (446,083) (1,505,731) (1,325,722)Operating Profit 89,954 162,512 305,763 226,596Other Income (Expense):

Interest income 3,398 1,277 7,172 6,896Interest expense (18,978) (23,788) (73,727) (50,107)Miscellaneous income (expense), net 19,025 6,632 58,211 5,195

Total other (expense) income, net 3,445 (15,879) (8,344) (38,016)Earnings from Continuing Operations Before Taxes 93,399 146,633 297,419 188,580Income Tax Benefit (Expense) for Continuing Operations 1,981 (31,174) (12,829) (110,230)Net Earnings of the Group from Continuing Operations 95,380 115,459 284,590 78,350Net Earnings of the Group from Discontinued Operations 435,684 34,612 438,837 126,215Net Earnings of the Group 531,064 150,071 723,427 204,565Net Earnings Attributable to Noncontrolling Interests from ContinuingOperations (6,015) (2,123) (15,578) (5,539)Net Earnings Attributable to Jacobs from Continuing Operations 89,365 113,336 269,012 72,811Net (Earnings) Losses Attributable to Noncontrolling Interests fromDiscontinued Operations (607) 2,274 (2,195) 1,946Net Earnings Attributable to Jacobs from Discontinued Operations 435,077 36,886 436,642 128,161Net Earnings Attributable to Jacobs $ 524,442 $ 150,222 $ 705,654 $ 200,972Net Earnings Per Share:

Basic Net Earnings from Continuing Operations Per Share $ 0.65 $ 0.79 $ 1.93 $ 0.53Basic Net Earnings from Discontinued Operations Per Share $ 3.18 $ 0.26 $ 3.14 $ 0.94Basic Earnings Per Share $ 3.83 $ 1.05 $ 5.07 $ 1.47

Diluted Net Earnings from Continuing Operations Per Share $ 0.65 $ 0.79 $ 1.92 $ 0.53Diluted Net Earnings from Discontinued Operations Per Share $ 3.15 $ 0.26 $ 3.11 $ 0.93Diluted Earnings Per Share $ 3.80 $ 1.05 $ 5.02 $ 1.46

Overview – Three and Nine Months Ended June 28, 2019

Net earnings attributable to Jacobs from continuing operations for the third fiscal quarter 2019 ended June 28, 2019 were $89.4 million (or $0.65 perdiluted share), a decrease of $24.0 million , or 21.2% , from $113.3 million (or $0.79 per diluted share) for the corresponding period last year. Included in theCompany’s operating results from continuing operations for the three months ended June 28, 2019 were $70.3 million in after-tax Restructuring and other chargesand $10.0 million in transaction costs associated with the Company's acquisition of KeyW. Our third quarter fiscal 2018 operating results from continuingoperations included $22.1 million in after tax Restructuring and other charges and $3.5 million in CH2M transaction costs.

Net earnings attributable to Jacobs from discontinued operations for the third fiscal quarter 2019 ended June 28, 2019 were $435.1 million (or $3.15 perdiluted share), an increase of $398.2 million , or 1,079.5% , from $36.9 million (or $0.26 per diluted share)

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for the corresponding period last year. Included in the current quarter results from discontinued operations is the pre-tax gain on sale of the ECR business of $917.7million , see Note 7- SaleofEnergy,ChemicalsandResources("ECR")Business.

For the nine months ended June 28, 2019 , net earnings attributable to Jacobs from continuing operations were $269.0 million (or $1.92 per diluted share),an increase of $196.2 million , or (269.5)% , from $72.8 million (or $0.53 per diluted share) for the corresponding period last year. Included in the Company'soperating results from continuing operations for the nine months ended June 28, 2019 were $160.7 million in after tax Restructuring and other charges, $10.8million in transaction costs primarily associated with the Company's acquisition of KeyW, the current year settlement gain on CH2M retiree medical plans of $34.6million and $5.7 million for a remeasurement of the Company's deferred tax liability for unremitted earnings to account for the change in expected manner ofrecovery, that is offset by $11.0 million in income tax charges associated with the Act. The nine months ended June 29, 2018 included $91.4 million in after taxcharges associated with Restructuring and other charges, $58.7 million in transaction costs associated with the Company's December 15, 2017 acquisition ofCH2M and $69.4 million in income tax charges associated with the Act.

For the nine months ended June 28, 2019 , net earnings from discontinued operations were $436.6 million (or $3.11 per diluted share), an increase of$308.5 million , or 240.7% from $128.2 million (or $0.93 per diluted share) for the corresponding period last year primarily due to the gain on sale of the ECRbusiness as discussed above.

On June 12, 2019, the Company acquired KeyW and on December 15, 2017, the Company completed the acquisition of CH2M.

Consolidated Results of Operations

Revenues for the third fiscal quarter of 2019 were $3.17 billion , an increase of $0.24 billion , or 8.0% from $2.93 billion for the corresponding period lastyear. For the nine months ended June 28, 2019 , revenues were $9.35 billion , an increase of $1.76 billion or 23.2% from $7.59 billion for the corresponding periodlast year. The increase in revenues for the three month period year over year was due in part to revenues from KeyW of $23.9 million in fiscal 2019 in addition togrowth in ATN and BIAF legacy businesses. The increase in revenues for the year to date period was due primarily to the three-month period ended December 28,2018 including only fifteen days of results attributable from the CH2M acquisition and to an overall increase in legacy Jacobs ATN and BIAF businesses alongwith the KeyW revenue in the current period but not in the prior. Pass-through costs included in revenues for the three and nine months ended June 28, 2019amounted to $533.9 million and $1.84 billion , respectively, a decrease of $49.5 million and an increase of $236.6 million , or (8.5)% and 14.8% , from $583.4million and $1.60 billion , respectively from the corresponding period last year. The nine month year-over-year increase is due primarily to the full quarter ofincremental revenue in the first fiscal quarter of 2019 from the December 15, 2017 acquisition of CH2M and growth in the legacy ATN and BIAF businesses.

Gross profit for the third quarter of 2019 was $626.1 million , an increase of $17.5 million , or 2.9% from $608.6 million from the corresponding periodlast year. Our gross profit margins were 19.8% and 20.7% for the three month periods ended June 28, 2019 and June 29, 2018 , respectively. Gross profit for thenine months ended June 28, 2019 was $1.81 billion , an increase of $259.2 million , or 16.7% from $1.55 billion from the corresponding period to date last year.Our gross profit margins were 19.4% and 20.5% for the nine months ended June 28, 2019 and June 29, 2018 , respectively. The increase in our gross profit for thenine month period year over year was attributable mainly to the full quarter of incremental revenue in the first fiscal quarter of 2019 from the December 15, 2017acquisition of CH2M which benefited both our ATN and BIAF businesses. Additionally, for both the three month and nine month year over year periods, grossprofit increased due to growth in our ATN and BIAF legacy businesses. The decrease in our gross profit margins quarter over quarter and year over year was dueto a higher mix of ATN reimbursable versus fixed price revenue and the revenue mix impact from entering the final stages of a large BIAF advanced facilitiesproject.

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 months ended June 28, 2019 were $536.2 million , an increase of $90.1 million , or 20.2% , from $446.1 million for thecorresponding period last year. The increase in SG&A expenses as compared to the corresponding period last year was due mainly to restructuring charges andtransaction costs. SG&A expenses for the nine months ended June 28, 2019 were $1.51 billion , an increase of $180.0 million or 13.6% , from $1.33 billion for thecorresponding period last year. The increase in SG&A expenses as compared to the corresponding period last year was due mainly to incremental SG&A expensefrom the acquired CH2M businesses. Impacts from foreign exchange were favorable by $9.4 million for the three months ended June 28, 2019 and $42.4 millionfor the nine months ended June 28, 2019 . SG&A expense for the three months ended June 28, 2019 included Restructuring and other charges of $92.4 million and$12.7 million in KeyW transaction costs, while SG&A expense for the three months ended June 29, 2018 included $30.5 million in Restructuring and other chargesand $4.4 million in CH2M transaction costs. For the nine months ended June 28, 2019 , SG&A expense included Restructuring and other charges of $233.6 millionand $12.7 million in KeyW transaction

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costs, while SG&A expense for the nine months ended June 29, 2018 included $122.7 million in Restructuring and other charges and $76.9 million in CH2Mtransaction costs.

Net interest expense for the three and nine months ended June 28, 2019 was $15.6 million and $66.6 million , respectively, a decrease of $6.8 million andan increase of $23.3 million from $22.5 million and $43.2 million for the corresponding periods last year. The decrease in net interest expense for the three monthperiod year over year is due to the paydown of debt subsequent to the ECR sale in the current quarter. The increase in net interest expense for the nine monthperiod .year over year was due primarily to higher levels of average debt balances outstanding related to financing activities for the acquisition of CH2M whichwas not funded until December 15, 2017.

Miscellaneous income (expense), net for the three and nine months ended June 28, 2019 was $19.0 million and $58.2 million , respectively, an increase of$12.5 million and $53.0 million from $6.6 million and $5.2 million , respectively, for the corresponding period last year. The higher income level over the prioryear to date period was due primarily to the current year settlement gain on CH2M retiree medical plans of $34.6 million along with higher foreign currency gainsover the previous three month and nine month periods. Also included in miscellaneous income (expense) during the three and nine months ended June 28, 2019 is$14.1 million in TSA related income associated with the ECR sale as discussed in Note 7- SaleofEnergy,ChemicalsandResources("ECR")Business.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted in the United States and significantly revised the U.S. corporate income taxlaws. Given the significance of the legislation, the SEC staff issued Staff Accounting Bulletin No. 118 (SAB 118), which allows registrants to record provisionalamounts during a one year “measurement period” like that used when accounting for business combinations. As of December 22, 2018, we have completed ouraccounting for the tax effects of the enactment of the Act. For the deferred tax balances, we remeasured the U.S. deferred tax assets and liabilities based on therates at which they are expected to reverse in the future, which is generally 21% . The Company’s revised remeasurement resulted in cumulative charges to incometax expense of $144.4 million for the measurement period. The Act calls for a one-time tax on deemed repatriation of foreign earnings. This one-time transition taxis based on our total post-1986 earnings and profits (E&P) of certain of our foreign subsidiaries. In the current reporting period, the Company filed its tax returnwhich reflected the transition tax. The net tax liability after considering foreign tax credits resulted in a tax liability of $0.8 million . In addition, the Companyrecorded $104.2 million in cumulative valuation expense charges during the measurement period with respect to certain foreign tax credit deferred tax assets as aresult of the Tax Act and CH2M integration.

The Company’s effective tax rates from continuing operations for the three months ended June 28, 2019 and June 29, 2018 were (2.1)% and 21.3% ,respectively. The Company’s effective tax rates from continuing operations for the nine months ended June 28, 2019 and June 29, 2018 were 4.3% and 58.5% ,respectively. The Company’s effective tax rate from continuing operations for the three months ended June 28, 2019 was lower than the effective tax rate forcontinuing operations for the three months ended June 28, 2019 primarily due to a favorable discrete benefit of $21.7 million as a result of an election made todefer net operating losses under final regulations, resulting in the utilization of additional previously fully valued foreign tax credits, combined with lower pre-taxbook income from continuing operations in the third quarter of fiscal 2019. The effective tax rate for the nine months ended June 28, 2019 was lower primarily dueto $54.8 million in net discrete expense during the nine months ended June 29, 2018 mainly comprised of $14.0 million from the impact of the remeasurement ofdeferred taxes for the Act, $52.5 million for an increase to the valuation allowance related to certain foreign tax credits and an offsetting tax benefit of $5.7 millionfor a federal hurricane credit. Comparatively, in the nine months ended June 28, 2019 , the Company had a $62.6 million discrete benefit, predominantly comprisedof $37.4 million for a remeasurement of the Company's deferred tax liability for unremitted earnings to account for the change in expected manner of recovery andan additional benefit of $21.7 million as a result of an election made to defer net operating losses under final regulations, resulting in utilization of previously fullyreserved foreign tax credits.

See Note 7- SaleofEnergy,ChemicalsandResources("ECR")Businessfor further information on the Company's discontinued operations reporting forthe sale of the ECR business.

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, theCompany is subject to examination by tax authorities throughout the world, including such major jurisdictions as Australia, Canada, India, the Netherlands, theUnited 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, andcircumstances 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 mayimpact our effective tax rate. It is reasonably possible that, during the next twelve months, we may realize a decrease in our uncertain tax positions ofapproximately $16.3 million as a result of concluding various tax audits and closing tax years.

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Segment Financial Information

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

Three Months Ended Nine Months Ended June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018Revenues from External Customers:

Aerospace, Technology and Nuclear $ 1,156,488 $ 1,021,523 $ 3,251,024 $ 2,656,303Buildings, Infrastructure and Advanced Facilities 2,013,134 1,912,100 6,093,981 4,931,613

Total $ 3,169,622 $ 2,933,623 $ 9,345,005 $ 7,587,916

Three Months Ended Nine Months Ended June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018Segment Operating Profit:

Aerospace, Technology and Nuclear $ 76,306 $ 69,085 $ 222,289 $ 182,609Buildings, Infrastructure and Advanced Facilities 183,318 163,193 515,465 374,809

Total Segment Operating Profit 259,624 232,278 737,754 557,418Other Corporate Expenses (1) (64,525) (34,802) (185,674) (131,163)Restructuring and Other Charges (92,407) (30,544) (233,579) (122,744)Transaction Costs (12,738) (4,420) (12,738) (76,915)

Total U.S. GAAP Operating Profit 89,954 162,512 305,763 226,596Total Other (Expense) Income, net (2) 3,445 (15,879) (8,344) (38,016)

Earnings from Continuing Operations Before Taxes $ 93,399 $ 146,633 $ 297,419 $ 188,580

(1) Other corporate expenses include costs that were previously allocated to the ECR segment prior to discontinued operations presentation in connection with the ECR sale inthe approximate amounts of $2.0 million and $6.4 million for the three-month periods ended June 28, 2019 and June 29, 2018 , respectively, and $14.8 million and $19.2million for the nine -month periods ended June 28, 2019 and June 29, 2018 , respectively. Other corporate expenses also include intangibles amortization of $18.4 millionand $19.3 million for the three-month periods ended June 28, 2019 and June 29, 2018 , respectively, and $55.7 million and $49.1 million for the nine -month periods endedJune 28, 2019 and June 29, 2018 , respectively.

(2) Includes gain on the settlement of the CH2M retiree medical plans of $0.0 million and $34.6 million, respectively, and the amortization of deferred financing fees related tothe CH2M acquisition of $0.5 million and $1.5 million , respectively, for the three- and nine -month periods ended June 28, 2019 , as well as amortization of deferredfinancing fees related to the CH2M acquisition of $0.5 million and $1.2 million, respectively, for the three- and nine -month periods ended June 29, 2018 . Also includesrevenues under the Company's TSA agreement with WorleyParsons of $14.1 million , respectively, for the three- and nine -month periods ended June 28, 2019 , for whichthe related costs are included in SG&A.

Aerospace, Technology and Nuclear

Three Months Ended Nine Months Ended

June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018

Revenue $ 1,156,488 $ 1,021,523 $ 3,251,024 $ 2,656,303Operating Profit $ 76,306 $ 69,085 $ 222,289 $ 182,609

Aerospace, Technology and Nuclear segment revenues for the three and nine months ended June 28, 2019 were $1.16 billion and $3.25 billion ,respectively, an increase of $135.0 million and $594.7 million , or 13.2% , and 22.4% from $1.02 billion and $2.66 billion for the corresponding periods last year.Our revenues were positively impacted by year over year revenue volume growth across our legacy portfolio, highlighted by increased spending by customers inthe U.S. government business sector. Also, the increase s in revenue for the nine months ended were due in large part to the incremental revenue resulting from theCH2M acquisition which closed on December 15, 2017. Impacts on revenues from unfavorable foreign currency were approximately $7.3 million for the

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three -month period of fiscal 2019 and $21.8 million for the nine -month period of fiscal 2019 compared to the corresponding prior year periods in fiscal 2018 .

Operating profit for the segment was $76.3 million and $222.3 million for the three and nine months ended June 28, 2019 , an increase of $7.2 million and$39.7 million , or 10.5% and 21.7% , from $69.1 million and $182.6 million for the corresponding periods last year. In addition to incremental operating profitbenefits from the CH2M acquisition, the increase s from the prior year were primarily attributable to the continued growth in profits from our U.S. governmentalbusiness sector.

Buildings, Infrastructure and Advanced Facilities

Three Months Ended Nine Months Ended

June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018

Revenue $ 2,013,134 $ 1,912,100 $ 6,093,981 $ 4,931,613Operating Profit $ 183,318 $ 163,193 $ 515,465 $ 374,809

Revenues for the Buildings, Infrastructure and Advanced Facilities segment for the three and nine months ended June 28, 2019 were $2.01 billion and$6.09 billion , an increase of $101.0 million and $1.16 billion , or 5.3% and 23.6% , from $1.91 billion and $4.93 billion for the corresponding periods last year.The increase s in revenue were due in large part to the incremental revenue resulting from the CH2M acquisition which closed on December 15, 2017 for the yearto date period, together with revenue increases across all our businesses with strong investment in Advanced Facilities, water and transport infrastructure andproject management/construction management ("PMCM") sectors. Impacts on revenues from unfavorable foreign currency were approximately $33 million for thethree -month period of fiscal 2019 compared to the corresponding prior year periods in fiscal 2018 and $105.4 million for the nine -month period of fiscal 2019compared to the corresponding prior year periods in fiscal 2018 .

Operating profit for the segment for the three and nine months ended June 28, 2019 was $183.3 million and $515.5 million , an increase of $20.1 millionand $140.7 million , or 12.3% and 37.5% , from $163.2 million and $374.8 million for the comparative periods in 2018 . The year over year increase in operatingprofit was in part due to favorable impacts from the CH2M acquisition, together with positive impacts from the higher year over year revenues for the segment.Impacts on operating profit from unfavorable foreign currency were approximately $5.0 million and $15.9 million for the three- and nine- month periods of fiscal2019, respectively, compared to the corresponding prior year periods in fiscal 2018.

Other Corporate Expenses

Other corporate expenses for the three and nine months ended June 28, 2019 were $64.5 million and $185.7 million , an increase of $29.7 million and$54.4 million from $34.8 million and $131.2 million for the corresponding periods last year. These increase s were due primarily to higher professional servicefees, personnel related costs, amortization of intangible assets acquired and approximately $51 million of year-to-date other current year cost allocationrealignments that occurred in the first quarter of fiscal 2019 in conjunction with the CH2M acquisition, partially offset by savings in other corporate expenses,including those associated with the CH2M Restructuring.

Included in other corporate expenses in the above table are costs and expenses which relate to general corporate activities as well as corporate-managedbenefit 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 ofour incentive compensation plans relating to corporate personnel whose other compensation costs are not allocated to the LOBs; (iii) the amortization of intangibleassets acquired as part of purchased business combinations; (iv) the quarterly variances between the Company’s actual costs of certain of its self-insured integratedrisk and employee benefit programs and amounts charged to the LOBs; and (v) certain adjustments relating to costs associated with the Company’s internationaldefined benefit pension plans. In addition, other corporate expenses may also include from time to time certain adjustments to contract margins (both positive andnegative) associated with projects where it has been determined, in the opinion of management, that such adjustments are not indicative of the performance of therelated LOB.

Discontinued Operations

The results from our ECR business formerly reported as a stand-alone segment are reflected in our unaudited consolidated financial statements asdiscontinued operations for all periods presented. For further information, refer to Note 7- SaleofEnergy,ChemicalsandResources("ECR")Business.

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For the three and nine months ended June 28, 2019 and June 29, 2018 , net earnings attributable to discontinued operations before income taxes were$435.1 million and $36.9 million , respectively, and $436.6 million and $128.2 million , respectively. These increases were due primarily to the gain on sale of theECR business recorded in the current quarter, offset in part by a prior quarter charge for the award and recovery of costs, estimated related interest and attorneys'fees in the amount of $147.0 million for the Nui Phao ("NPMC") legal matter.

Restructuring and Other Charges

See Note 11- RestructuringandOtherChargesfor information on the Company’s activity relating to restructuring and other charges.

Backlog Information

We include in backlog the total dollar amount of revenues we expect to record in the future as a result of performing work under contracts that have beenawarded to us. Our policy with respect to 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 samepolicy 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.Because of variations in the nature, size, expected duration, funding commitments, and the scope of services required by our contracts, the timing of when backlogwill be recognized as revenues 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 ofservices to be provided as well as increases or decreases in costs relating to the contracts included therein. Backlog is not necessarily an indicator of futurerevenues.

Because certain contracts (e.g., contracts relating to large EPC projects as well as national government programs) can cause large increases to backlog inthe 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 (andsometimes over fiscal years), we evaluate our backlog on a year-over-year basis, rather than on a sequential, quarter-over-quarter basis.

The following table summarizes our backlog at June 28, 2019 and June 29, 2018 (in millions):

June 28, 2019 June 29, 2018Aerospace, Technology and Nuclear $ 8,456 $ 7,147Buildings, Infrastructure and Advanced Facilities 14,011 12,693

Total $ 22,467 $ 19,840

The increase in backlog in Aerospace, Technology and Nuclear from June 29, 2018 was primarily the result of new awards from the U.S. federalgovernment and the acquisition of KeyW.

The increase in backlog in Buildings, Infrastructure and Advanced Facilities from June 29, 2018 was primarily the result of new awards in the UK,Middle East and U.S. markets in Advanced Facilities and Transportation.

Consolidated backlog differs from the Company’s remaining performance obligations as defined by ASC 606 primarily because of our nationalgovernment contracts (other than national government O&M contracts). Our policy is to include in backlog the full contract award, whether funded or unfundedexcluding the option periods while our remaining performance obligations represent a measure of the total dollar value of work to be performed on contractsawarded and in progress. Additionally, the Company includes our proportionate share of backlog related to unconsolidated joint ventures which is not included inour remaining performance obligations.

Liquidity and Capital Resources

At June 28, 2019 , our principal sources of liquidity consisted of $ 998.2 million in cash and cash equivalents and $2.12 billion of available borrowingcapacity under our $2.25 billion restated revolving credit agreement (the "New Credit Agreement").

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The amount of cash and cash equivalents at June 28, 2019 represented an increase of $ 363.4 million from $634.9 million at September 28, 2018 . Thisincrease was due to favorable cash flows from investing activities of $2.18 billion offset by unfavorable financing activities of $1.79 billion and cash used byoperations of $220.3 million . On a comparative basis, cash and cash equivalents increased $50.2 million to $662.7 million during the nine month-period endedJune 29, 2018 from $824.4 million at September 29, 2017 . This increase was driven mainly by cash flow from operations of $269.0 million and cash flowprovided by financing activities of $1.3 billion , offset by cash flows used for investing activities of $1.5 billion , both of which were largely driven by the CH2Macquisition.

Our cash flow used for operations of $220.3 million during the nine -month period ended June 28, 2019 was comparatively lower than the $269.0 millionin cash flow provided from operations for the corresponding prior year period, due primarily to higher uses of cash in working capital compared to the previousperiod, offset in part by higher net earnings after add back of non-cash adjustments (including those related to the ECR sale and related tax provisions) compared tothe prior period. Also, the nine month period ended June 29, 2018 included acquisition costs incurred in connection with the CH2M acquisition.

Our cash used for investing activities for the nine months ended June 28, 2019 was $2.18 billion , compared to cash from investing of $1.54 billion in theprior year, the change of which primarily related to cash used for the CH2M acquisition in the prior year and cash provided by the ECR sale and used for theKeyW sale in the current year.

Our cash used for financing activities of $1.79 billion for the nine months ended June 28, 2019 resulted mainly from net repayments of borrowings of$1.20 billion primarily relating to repayments with cash received from the ECR sale, along with common stock repurchases of $524.6 million . Cash fromfinancing activities was $1.3 billion for the nine months ended June 29, 2018 , resulting mainly from proceeds on borrowings to fund the CH2M acquisition. TheCompany paid $82.3 million in dividends to shareholders and noncontrolling interests during the nine -month period ended June 28, 2019 , with $65.2 million individends paid in the comparative prior year period.

At June 28, 2019 , the Company had approximately $453.9 million in cash and cash equivalents held in the U.S. and $544.3 million held outside of theU.S. (primarily in the U.K., the Eurozone, Chile, and India), which is used primarily for funding operations in those regions. Other than the tax cost of repatriatingfunds to the U.S. (see Note 13- IncomeTaxesof Notes to Consolidated Financial Statements included in our 2019 Form 10-K), there are no material impedimentsto repatriating these funds to the U.S.

The Company had $359.0 million in letters of credit outstanding at June 28, 2019 . Of this amount, $2.3 million was issued under the New CreditAgreement and $356.7 million was issued under separate, committed and uncommitted letter-of-credit facilities.

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

On February 19, 2019, the Company launched accelerated share repurchase programs by advancing $250 million to two financial institutions in privatelynegotiated transactions (collectively, the "2019 ASR Program"). The specific number of shares that the Company ultimately repurchased under the 2019 ASRProgram was determined based generally on a discount to the volume-weighted average price per share of the Company's common stock during a calculationperiod completed on June 5, 2019. The purchase was recorded as a share retirement for purposes of calculating earnings per share. Subsequent to the launch of the2019 ASR Program, the Company has $750 million remaining under its $1.0 billion share repurchase authorization.

On March 28, 2019, the Company was issued a decision by an arbitration panel finding against Jacobs E&C and awarding damages to NPMC ofapproximately $95.0 million plus recovery of the plaintiff’s costs, interest and attorneys’ fees. The Company recorded total pre-tax charges of approximately $147million for this matter. While the Company has not accrued a receivable for related insurance recoveries for this matter, it does expect that a portion of this awardis subject to recovery from insurance. See Note 18- CommitmentsandContingenciesto the Company’s consolidated financial statements.

On June 12, 2019, Jacobs completed the acquisition of The KeyW Holding Corporation (“KeyW”), a U.S. based innovative national security solutionsprovider to the intelligence, cyber, and counterterrorism communities by acquiring 100% of the outstanding shares of KeyW common stock. The Company paidtotal consideration of $902.6 million which is comprised of approximately $604.2 million in cash to the former stockholders and certain equity award holders ofKeyW and the assumption of KeyW’s convertible debt of $22.6 million and first and second lien notes which totaled approximately $275.8 million . Immediatelyfollowing the effective time of the acquisition, the Company repaid KeyW’s first and second lien notes. In July, the Company repaid KeyW's outstandingconvertible debt of $22.6 million . The Company has recorded its preliminary purchase accounting processes associated with the acquisition, which is summarizedin Note 5- BusinessCombinations.

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We believe we have adequate liquidity and capital resources to fund our projected cash requirements for the next twelve months based on the liquidityprovided by our cash and cash equivalents on hand, our borrowing capacity and our continuing cash from operations. We were in compliance with all of our debtcovenants at June 28, 2019 .

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Interest Rate Risk

Please see the Note 12- Borrowingsin Notes to Consolidated Financial Statements appearing under Part I, Item1of this Quarterly Report on Form 10-Q,which is incorporated herein by reference, for a discussion of the New Credit Agreement, Term Loan Facility and Note Purchase Agreement.

Our Term Loan Facility, New Credit Agreement and certain other debt obligations are subject to variable rate interest which could be adversely affectedby an increase in interest rates. As of June 28, 2019 , we had an aggregate of $0.5 billion in outstanding borrowings under our Term Loan Facility and our NewCredit Agreement. Interest on amounts borrowed under these agreements is subject to adjustment based on the Compa ny’s Consolidated Leverage Ratio (asdefined in the credit agreements governing the Term Loan Facility and New Credit Agreement). Depending on the Company’s Consolidated Leverage Ratio,borrowings under the Term Loan Facility bear interest at a Eurocurrency rate plus a margin of between 1.0% and 1.5% or a base rate plus a margin of between 0%and 0.5% and borrowings under the New Credit Agreement bear interest at a Eurocurrency rate plus a margin of between 0.875% and 1.5% or a base rate plus amargin of between 0% and 0.5% . Additionally, if our consolidated leverage ratio exceeds a certain amount, the interest on the Senior Notes may increase by 75basis point s.

For the nine months ended June 28, 2019 , our weighted average floating rate borrowings were approximately $1.91 billion. If floating interest rates hadincreased by 1.00%, our interest expense for the nine months ended June 28, 2019 would have increased by approximately $14.4 million.

Foreign Currency Risk

In situations where our operations incur contract costs in currencies other than their functional currency, we attempt to have a portion of the relatedcontract revenues denominated in the same currencies as the costs. In those situations, where revenues and costs are transacted in different currencies, wesometimes enter into foreign exchange contracts to limit our exposure to fluctuating foreign currencies. We follow the provisions of ASC No. 815, DerivativesandHedgingin accounting for our derivative contracts. The Company does not currently have exchange rate sensitive instruments that would have a material effect onour consolidated financial statements or results of operations.

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 reportsfiled or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the timeperiods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure thatinformation required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chairman andChief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding requireddisclosure. In Part II - Item 9A - Controls and Procedures of our 2018 Form 10-K, we identified a material weakness in our disclosure controls and proceduresrelating to our accounting for income taxes in connection with a business combination, specifically related to the ineffective design and operating effectiveness ofcontrols over the completeness and accuracy of deferred taxes and the evaluation of the recoverability of deferred taxes associated with the CH2M acquisition.

The Company’s management, with the participation of its Chairman and Chief Executive Officer and Chief Financial Officer, evaluated the effectivenessof the Company’s disclosure controls and procedures as defined by Rule 13a-15(e) of the Exchange Act, as of June 28, 2019 , the end of the period covered by thisQuarterly Report on Form 10-Q (the “Evaluation Date”). Based on that evaluation, the Company’s management, with the participation of the Chairman and ChiefExecutive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of the Evaluation Date as aresult of the

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material weakness identified above. The Company has made significant progress toward remediating the material weakness which is described below.

The Company’s management, with the oversight of the Audit Committee of the Board of Directors (the “Audit Committee”), performed additionalanalysis and other procedures to ensure our consolidated financial statements have been prepared in accordance with GAAP and reflect our financial position andresults of operations as of and for the three and nine month period ended June 28, 2019 . As a result, notwithstanding the material weakness identified above, ourmanagement concluded that the consolidated financial statements included in this Form 10-Q present fairly, in all material respects, our financial position, resultsof operations, and cash flows as of and for the periods presented.

The Company's management is committed to continuous improvement of the Company’s internal control processes and will continue to diligently reviewthe Company’s financial reporting controls and procedures. In response to the identified material weakness, the Company’s management, with the oversight of theAudit Committee of the Board of Directors, has completed the development of the remediation plan and made significant progress toward the remediation of thematerial weakness identified above. We have completed the revision of the design of existing controls and procedures relating to our accounting for income taxesfor business combinations including improvements in our procedures designed to ensure completeness, accuracy and the evaluation of the recoverability ofdeferred income taxes associated with business combinations and have completed all changes that will be needed to remediate the material weakness. TheCompany will be able to test the operating effectiveness of these control design changes in connection with the KeyW acquisition as we complete our annualcontrols testing processes in connection with our fiscal year-end 2019 accounting closing procedures.

As permitted by SEC guidance for newly acquired businesses, management’s assessment of the Company’s disclosure controls and procedures did notinclude an assessment of those disclosure controls and procedures of KeyW that are subsumed by internal control over financial reporting. KeyW accounted forapproximately 8% of total assets as of the Evaluation Date and approximately 1% of total revenues of the Company for the fiscal quarter ended on the EvaluationDate.

Changes in Internal Control Over Financial Reporting

Other than the changes resulting from the remediation activities described above, there were no other changes to our internal control over financialreporting 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 threemonth period ended June 28, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The information required by this Item 1 is included in the Note 18- CommitmentsandContingenciesincluded in the Notes to Consolidated FinancialStatements 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 Item 1A, Risk Factors in our 2018 Form 10-K and our subsequent Quarterly Reports on Form 10-Q for the first and second fiscal quartersof 2019, which are incorporated herein by reference, for a discussion of some of the factors that have affected our business, financial condition, and results ofoperations in the past and which could affect us in the future. There have been no material changes to those risk factors, except for the information disclosedelsewhere in this Quarterly Report on Form 10-Q that provides factual updates to those risk factors. Before making an investment decision with respect to ourcommon stock, you should carefully consider those risk factors, as well as the financial and business disclosures contained in this Quarterly Report on Form 10-Qand our other current and periodic reports filed with the SEC.

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

There were no sales of unregistered equity securities during the second fiscal quarter of 2019 .

Share Repurchases

On July 23, 2015, the Company’s Board of Directors authorized a share repurchase program of up to $500.0 million of the Company’s common stock, toexpire on July 31, 2018. On July 19, 2018, the Company's Board of Directors authorized the continuation of this share repurchase program for an additional threeyears, to expire on July 31, 2021. A summary of repurchases of our common stock made during each fiscal month during the third quarter of fiscal 2019 under the2015 share repurchase program is as follows:

Period Total Number ofShares Purchased

Average PricePaid Per Share (1)

Total Numbers of SharesPurchased as Part

Publicly AnnouncedPlans or Programs

Approximate Dollar Value ofShares that May Yet Be

Purchased Under the Plans orPrograms

June 12, 2019 - June 17, 2019 113,378 $ 78.96 113,378 $ —(1) Includes commissions paid and calculated at the average price per share

On January 17, 2019, the Company’s Board of Directors authorized an additional share repurchase program of up to $1.0 billion of the Company’scommon stock, to expire on January 16, 2022. On February 19, 2019, the Company launched accelerated share repurchase programs by advancing $250 million totwo financial institutions in privately negotiated transactions (collectively, the "2019 ASR Program"). The specific number of shares that the Company ultimatelyrepurchased under the 2019 ASR Program was determined based generally on a discount to the volume-weighted average price per share of the Company'scommon stock during a calculation period that was completed on June 5, 2019. The purchase was recorded as a share retirement for purposes of calculatingearnings per share. Subsequent to the launch of the 2019 ASR Program, the Company had $722.8 million remaining under its $1.0 billion share repurchaseauthorization. A summary of repurchases of our common stock made during each fiscal month during the third quarter of fiscal 2019 under the 2019 sharerepurchase program is as follows:

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Period

Total Number ofShares

Purchased Price per share on

delivery

Total Numbers of SharesPurchased as Part Publicly

Announced Plans orPrograms

Approximate Dollar Valueof Shares that May Yet BePurchased Under the Plans

or ProgramsMay 31, 2019 - June 5, 2019 535,043 $ 74.80 535,043 $ 750,000,000June 17, 2019 - June 28, 2019 337,956 $ 80.58 337,956 $ 722,768,681

Total Shares Retired and Shares Repurchased initially represented 80% of the total ASR $250 million purchase. The remaining 20% was settled uponcompletion of the transaction on June 5, 2019. Share repurchases may be executed through various means including, without limitation, accelerated sharerepurchases, open market transactions, privately negotiated transactions, purchases pursuant to a Rule 10b5-1 plan or otherwise. The share repurchase programdoes not obligate the Company to purchase any shares. The authorization for the share repurchase program may be terminated, increased or decreased by theCompany’s Board of Directors in its discretion at any time. The timing, amount and manner of share repurchases may depend upon market conditions andeconomic circumstances, availability of investment opportunities, the availability and costs of financing, currency fluctuations, the market price of the Company’scommon stock, other uses of capital and other factors.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure.

Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires domestic mine operators to discloseviolations and orders issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the federal Mine Safety and Health Administration. Underthe Mine Act, an independent contractor, such as Jacobs, that performs services or construction of a mine is included within the definition of a mining operator. Wedo not act as the owner of any mines.

Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform andConsumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Quarterly Report on Form 10-Q.

Item 5. Other Information.

None.

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Item 6. Exhibits.

2.1 Agreement and Plan of Merger among The KeyW Holding Corporation, Jacobs Engineering Group Inc. and Atom Acquisition Sub, Inc., datedApril 21, 2019. Filed as Exhibit 2.1 to the Registrant's 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 byreference.

4.1 Second Supplemental Indenture, dated as of June 12, 2019, by and between The KeyW Holding Corporation and Wilmington Trust, National

Association, as trustee. Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K on June 12, 2019 and incorporated herein by reference.

10.1 Transition Services Agreement, dated as of April 26, 2019, by and between Jacobs Engineering Group Inc. and WorleyParsons Limited. Filed as

Exhibit 10.1 to the Registrant's Current Report on Form 8-K on April 29, 2019 and incorporated herein by reference. 10.2#* Offer Letter by and between Jacobs Engineering Group Inc. and Dawne Hickton, effective June 3, 2019. 10.3#* Retirement Transition Agreement by and between Jacobs Engineering Group Inc. and Terence Hagen, dated as of June 6, 2019. 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 . 95* Mine Safety Disclosure.101.INS* XBRL Instance Document.101.SCH* XBRL Taxonomy Extension Schema Document.101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document.101.DEF* XBRL Taxonomy Extension Definition Linkbase Document.101.LAB* XBRL Taxonomy Extension Label Linkbase Document.101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document.

# Management contract or compensatory plan or arrangement* Filed herewith

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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 theundersigned thereunto duly authorized.

JACOBS ENGINEERING GROUP INC.

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

Date: August 5, 2019

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1999 Bryan Street, Suite 1200 Dallas, Texas 75201 United StatesT +1.214.638.0145F +1.214.638.0447www.jacobs.com

May 22, 2019 Ms. Dawne Hickton148 Kenyon RoadPittsburgh, PA 15205

Delivered via e-mail Dear Dawne: I am pleased to confirm our offer to you to join the team members at Jacobs Engineering Group Inc. in our Washington, DC office asExecutive Vice President, Chief Operating Officer and President of the Aerospace, Technology and Nuclear (ATN) line of business. In thisrole, you will have leadership responsibility and oversight of ATN, Innovation, Information Technology and International and FederalGovernment Relations. You will report directly to Steve Demetriou, Chair and Chief Executive Officer. Your employment is conditionalupon your acceptance of the terms and conditions outlined in this letter and the attached Employee Acceptance Statement. We are excited tohave you join the Jacobs team, and we are confident that your experience will contribute to our success.

Below are the compensation elements offered to you as approved by the Human Resource & Compensation Committee of the Board:

• Your effective date of hire will be June 3, 2019.

• You will be paid a biweekly rate of $28,846.15 for an annual starting salary of $750,000.00. Compensation for executive officers atthis level is reviewed annually by the Human Resource & Compensation Committee of the Board and compensation is based onindividual merit and market competitiveness. The position is classified as exempt.

• Participation in Jacobs’ Management Incentive Plan (MIP) with an incentive target of 100% of your base salary ($750,000). Yourfiscal year (“FY”) 2019 opportunity will be prorated in accordance with your start date. Annual incentives are based on position andare subject to performance and other requirements as described in the terms and conditions of the plan.

•A FY2019 Long Term Incentive (LTI) award of $2.0M prorated to $925,000. As per our practice for executives at your level, 40% ofthe LTI value ($370,000) will be granted as restricted stock units (RSUs) and 60% of the LTI value ($555,000) will be granted asperformance stock units (PSUs). In addition, replacement grants totaling $101,012 for certain Jacobs equity grants associated withyour Board of Director role, for which you have forfeited, will be included in the RSU grant. Below is the breakout of both RSUs andPSUs:

Restricted Stock Units (RSUs) - $471,012 will be granted on your first day of employment and will vest 25% on each anniversaryof the grant date, subject to your continued employment. The specific number of RSUs will be determined based on the closingstock price on the grant date.

Performance Stock Units (PSUs) - $555,000 Performance Stock Units (PSUs) with a three-year performance period endingNovember 2021 based on the same performance targets as the fiscal 2019 grants to the Company’s senior management inNovember 2018.

•Eligibility to participate in the Jacobs’ Executive Deferral Plan (EDP), subject to the terms and conditions of the plan. This voluntaryplan is reserved for a select group of management and highly compensated employees. The Executive Deferral Plan is a “non-qualified” plan which assists participants in achieving retirement income objectives in a tax efficient way. Current tax laws limit theamount of compensation that employees can tax defer under “qualified” benefit programs, such as a 401(k) plan. The EDP allowsparticipants to defer up to 50 percent of their base pay, up to 50 percent of their annual bonus and 100% of LTI awards. We willprovide you with enrollment materials separately from this letter. If you are interested in deferring your LTI awards this year, youmust make your election prior to your start date . Otherwise, cash deferral elections must be made during your first 30 days ofemployment. All elections, once made, are irrevocable until the next EDP plan year enrollment and elections period; we encourageyou to obtain your own tax advice relative to whether to participate and at what deferral levels in the EDP.

• Jacobs provides paid time off (PTO). You will receive 25 days per year of PTO as part of the benefits program.

Relocation benefits will be outlined in a separate Relocation Agreement. You will be eligible to participate in the US based employee benefits program described in the enclosed benefits brochure. In addition, youwill be eligible to receive financial planning support through a Jacobs provided partner. You will also be eligible for a company-paid annualexecutive physical. We will provide you information on these two programs separately. If you have questions about benefits items related tothis offer, please contact me at 303-887-8012.

The HRCC has approved your participation, subject to its terms, in the Jacobs Engineering Group Inc. Executive Severance Plan (“ExecutiveSeverance Plan”) attached. Additionally, as we agreed, during your first year of employment, should Jacobs decide to terminate youremployment for a reason other than Cause (as Cause is defined in the Executive Severance Plan), Jacobs will provide you paid notice of suchtermination equal to the number of days remaining in your first year of

Offer Letter – Dawne Hickton 2

employment. In such an unlikely event, you agree that the notice period can be either working or non-working (garden leave), as determinedby Jacobs in its sole discretion. Any such paid notice period would be in addition to any payments that you may otherwise be eligible forunder the Executive Severance Plan. For the avoidance of any doubt, this notice period commitment by Jacobs to you will sunset andterminate on your one-year employment anniversary with Jacobs.

Please review the enclosed Employee Acceptance Statement, which notes our conditions of employment and your rights andresponsibilities. None of the provisions of this letter or any other Jacobs Policy or procedure will be construed as an employment agreement. Jacobs is an employer at will, wherein either party may terminate the employment relationship with or without cause at any time. If you agree to the foregoing terms of employment and accept this conditional offer, please accept this offer by May 24, 2019. By acceptingthis offer you also acknowledge that you are not relying on any promises or representations other than those set forth above in deciding toaccept this conditional offer of employment. Dawne, we are very pleased at the prospect of you joining us and becoming a member of our Jacobs executive leadership team. Sincerely,

/s/ Shelie Gustafson Shelie Gustafson Senior Vice President, Chief Human Resources Officer I hereby accept the terms and conditions of this offer letter.

_/s/ Dawne Hickton __________________________________ _May 24, 2019 ______Dawne Hickton Date

ATTACHMENTS:Executive Severance Policy

Offer Letter – Dawne Hickton 3

2019 Benefits Guide2019 Employee rate sheet2019 Holiday schedule2019 Bi-weekly calendar

Offer Letter – Dawne Hickton 4

EMPLOYEE ACCEPTANCE STATEMENT The following information addresses Jacobs’ employment requirements and your rights and responsibilities. Jacobs is an employer at will;wherein, either party may conclude the employment relationship at any time. Equal Employment Opportunity Jacobs provides a workplace free of discrimination and harassment. Our Equal Employment Opportunity and Affirmative Action Programspromote equality in the design and administration of personnel actions, such as recruitment, compensation, benefits, transfers and promotions,training, and social and recreational programs. These activities shall be administered equitably without regard to race, color, religion, gender,national origin, age, sexual orientation, gender identity, disability, veteran status or any other characteristic protected by country, regional orlocal law.

Any employee with questions or concerns about any type of discrimination in the workplace is encouraged to bring these issues to theattention of his/her immediate supervisor, the Human Resources Department, the Compliance Officer and/or the Integrity Hotline. Employeescan raise concerns and make reports without fear of reprisal. Anyone found to be engaging in any type of unlawful discrimination will besubject to disciplinary action up to and including termination of employment. References Employment is conditional upon completion of an application of employment . Employment is also conditional upon satisfactory referencechecks and/or background screening, as appropriate. You authorize any and all persons, schools, companies, and other organizations tosupply Jacobs with any information they have concerning you as it relates to employment eligibility and qualifications and release them fromliability with respect thereto. You agree that if Jacobs finds any misrepresentation or is dissatisfied with the results of any portion of thisreview, any offer of employment may be withdrawn or employment terminated. Employment Eligibility As a requirement of the U.S. Immigration Reform and Control Act of 1986, all employees hired to work in the United States must showevidence of employment eligibility and identity. Employment is conditional upon your ability to verify your eligibility for employment withJacobs in the United States. During the onboarding process, you will be asked to provide information and acceptable documents in order tocomplete the Form I-9, Employment Eligibility Verification. The list of acceptable documents can be found on the form which can be foundon the U.S. Citizenship and Immigration Services web site at www.uscis.gov/i-9. Please be prepared to comply with this requirement withinthree (3) business days of starting work.

Offer Letter – Dawne Hickton 5

Drug-Free Workplace You understand that in accordance with Jacobs’ policy, employment is conditional upon you passing a pre-employment drug screen prior toyour start date. Confidentiality and Business Conduct As a further condition of employment and as part of your Onboarding process, you will be asked to read and acknowledge a ConfidentialityAgreement and the Jacobs Corporate Policy concerning Business Conduct. 31 Day Benefits Rule (Applies to Benefits-Eligible Employees only) Due to Section 125 of the IRS Regulations, employees are required to enroll in benefits within 31 days of eligibility. Your date of eligibilityis your date of hire mentioned in the above letter. Benefits are effective on the first of the month coincident with or following your date ofhire. You have 31 days from the date of your eligibility to enroll in benefits. If you do not enroll by this deadline, you will waive yourprivilege to participate in those Jacobs benefits for which no enrollment election was made. You will not be able to make any changes orelect benefits UNLESS you experience an IRS Qualified Life Event or during annual enrollment (generally held in the fall for an effectivedate of January 1).

Offer Letter – Dawne Hickton 6

RETIREMENT TRANSITION AGREEMENT

This Retirement Transition Agreement (“ Agreement ”) is entered into this 6 th day of June 2019 between JacobsEngineering Group Inc. and its affiliated and subsidiary companies (“ Jacobs ”) and Terence Hagen (“ Employee ”). Theeffective date of this Agreement shall be the “Effective Date” as defined in the Revocation Period paragraph, below.

WHEREAS , Employee has been a full-time employee of Jacobs; and

WHEREAS , Employee has announced his intention to retire from Jacobs; and

WHEREAS , Employee and Jacobs desire to agree on the terms and timing of such retirement; and

WHEREAS , Employee and Jacobs wish to document that this is a mutual and amicable transition of Employee toretirement; and

WHEREAS , Employee and Jacobs desire to define the details of Employee’s retirement transition from Jacobs.

NOW, THEREFORE , in consideration of the valuable promises and the agreements contained herein, it is agreed asfollows:

1. Retirement Date. Employee shall begin a transition to retirement beginning October 1, 2019 (the “ Transition Date ”),transitioning on the Transition Date from full-time status to modified full-time status, and shall retire from Jacobs effectiveDecember 31, 2020 (the “ Retirement Date ”). The period between October 1, 2019 and the Retirement Date is referred toas the “ Transition Period .” After the Retirement Date, Employee shall perform no further duties, functions or services forJacobs.

2. Resignation of Officer and Director Positions, and Termination of Executive Severance Pay Plan Participation and Benefits .As of the Effective Date (as defined in the Revocation Period paragraph, below) of this Agreement, Employee will cooperatewith Jacobs to effect resignations of his executive officer, officer, director and/or managing positions with Jacobs and itsaffiliated legal entities on a time schedule as determined by Jacobs (working in consultation with Employee). Jacobs andEmployee may mutually agree to Employee’s continuing role as a director of one or more Jacobs’ legal entities from andafter the Effective Date, as may be permissible for such legal entity(ies). By signing this Agreement, Employeeacknowledges and agrees that as of the Effective Date he shall not be entitled to any benefits under the JacobsEngineeringGroupInc.ExecutiveSeverancePayPlan(“Executive Severance Plan ”), that his participation under such ExecutiveSeverance Plan is terminated by mutual consent as of the Effective Date, that this Agreement satisfies any terminationnotification obligations that may otherwise exist under the Executive Severance Plan, and that this Agreement supersedesand replaces entirely any benefits that may otherwise be set out in the Executive Severance Plan.

3. Executive Advisor . On June 3, 2019, Employee became a special advisor to Jacobs’ Chief Executive Officer (“ CEO ”), andas of the Transition Date Employee shall continue in this role on a modified full-time basis, with the expectation thatEmployee will work at least 21 hours per week during this period. Employee shall perform this advisory role untilDecember 31, 2020, and his salary between October 1, 2019 and December 31, 2020 shall be $62,500.00 per month. Theperiod between June 3, 2019 and December 31, 2020 is referred to as the “ EA Period .” Such salary shall be paid, afterapplicable tax withholdings and deductions, in conformance with Jacobs’ normal payroll practices. During the EA Period,Employee shall not be eligible to receive any additional incentive compensation, such as cash bonuses or new equityawards, except as provided in Management Incentive Plan and/or Long Term Incentive Plan paragraph below to the extentany Fiscal Year 2019 incentive cash award is not paid until after the EA Period begins. Employee will accrue paid time off (“PTO ”) during the EA Period and be eligible for holiday pay, which PTO accruals and holiday pay will be pro-rated based onEmployee’s modified full-time employee status and the number of hours worked.

4. Termination Payment . Provided that Employee delivers to Jacobs a timely signed supplemental release agreement (“Supplemental Release Agreement ”), attached hereto as Exhibit B, covering the employment period between the EffectiveDate of this Agreement and the Retirement Date, Employee shall receive a lump sum termination payment of $10,000.00(Ten Thousand Dollars and Zero Cents) , less all applicable tax withholdings and deductions, within 30 days of theeffective date of the Supplemental Release Agreement. Employee acknowledges and understands that he cannot signthe Supplemental Release Agreement until on or after the Retirement Date .

5. Management Incentive Plan and/or Long Term Incentive Plan. By signing below, Employee is not waiving during the EAPeriod any entitlement to receive a Fiscal Year 2019 Management Incentive Plan award, or waiving any continued vestingunder any Long Term Incentive Plan for Fiscal Year 2019 or prior Fiscal Years, which vesting shall continue through theEmployee’s termination of employment date as per applicable plan(s). Except as set forth herein, Employee acknowledgesand agrees that, to the extent Employee has been and/or currently is a participant in the Jacobs Management Incentive Plan(“ MIP ”) and/or the Jacobs Long Term Incentive Plan (“ LTIP ”), he will not be eligible to participate in, nor will he receive anyadditional awards (whether in cash, stock or other instrument) under, the MIP and/or the LTIP, including for Fiscal Year 2020and/or any future year programs. Employee acknowledges that from and after Employee’s termination of employment date,all outstanding restricted stock, restricted stock units, performance stock units, and/or stock incentives shall be handled asper applicable plan documents and stock award agreements, and that unvested restricted stock units, performance stockunits and/or any other unvested stock as of Employee’s termination of employment date, shall be forfeited as per applicableplan(s).

6. Effect of Termination for Cause . Should Employee’s employment with Jacobs be terminated for Cause (as defined below)prior to the Retirement Date, then any then unpaid amounts/benefits otherwise payable or provided to Employee under thisAgreement, inclusive of those specifically set out under the Executive Advisor paragraph, the Termination Paymentparagraph, the Management Incentive Plan and/or Long Term Incentive Plan paragraph, and the Other Employee Benefitsparagraph, shall be immediately and forever forfeited by Employee. For purposes of this Agreement, “ Cause ” shall meanand be limited to Jacobs’ termination of Employee’s employment with Jacobs following the occurrence of any one or more ofthe following:

a.Employee is convicted of, or pleads guilty or nolocontendereto, a felony;

b.Employee willfully and continually fails to substantially perform his duties with Jacobs (other than any such failureresulting from his incapacity due to physical or mental illness) after a written demand for substantialperformance is delivered to him by the Chief Executive Officer which specifically identifies the manner inwhich the Chief Executive Officer believes that Employee has not substantially performed his duties;

c.Employee willfully engages in conduct that is materially injurious to Jacobs or its affiliates, monetarily or otherwise;

d.Employee commits an act of gross misconduct in connection with the performance of his duties to Jacobs;

e.Employee’s willful violation of any material Jacobs policy; or

f.Employee materially breaches any employment, confidentiality, restrictive covenant or other similar agreementbetween Jacobs and Employee.

7. Stock Incentives. By signing below, Employee is not forfeiting any continued vesting through any termination of employmentdate of any stock options, restricted stock, performance stock and/or stock incentives he may have received prior to theEffective Date of this Agreement, nor is Employee forfeiting the ability to exercise any stock options through any applicableexercise date provided in the applicable stock option award agreement. Employee acknowledges that from and after anytermination of employment date, all outstanding stock options, restricted stock, restricted stock units, performance stockunits, and stock incentives shall be handled as per applicable plan documents and stock award agreements. Except asotherwise noted in the agreements, from and after the applicable termination of employment date any unvested stockoptions, unvested restricted stock, unvested restricted stock units, unvested performance stock units, and/or other unvestedstock incentives that Employee has will be forfeited as per plan.

8. Other Employment . If Employee accepts other employment without the prior written permission of Jacobs’ CEO prior to theRetirement Date, such action shall be deemed a voluntary resignation by Employee effective as of the date of his otheremployment, and Employee shall not be eligible to receive any of the benefits described in this Agreement that are thenunpaid, including those specified in the Executive Advisor , Termination Payment , and Management Incentive Plan and/orLong Term Incentive Plan paragraphs, above, and all unvested benefits and incentive awards/stock options under anyJacobs benefit plan, stock plan and/or compensation plan shall be handled, including with respect to forfeiture and/orexercise rights, as per plan in accordance with such voluntary resignation.

9. Vested Benefits . Nothing herein shall deprive Employee of any vested benefits that Employee has in any Jacobs' 401(k)plan or other employee benefit plans. Employee cannot withdraw or transfer funds in any Jacobs’ 401(k) plans until afterEmployee’s termination of employment date , except as may be otherwise permitted under the terms of any applicable planin which Employer participates.

10. Jacobs Executive Deferred Compensation Plan and JTech Deferred Compensation Plan . Employee acknowledges that that

under Section 409A of the Internal Revenue Code, as long as he does not experience a Separation from Service underSection 409A through the Retirement Date, then no distributions will be triggered before the Retirement Date from theExecutive Deferral Plan (“ EDP ”) or the Jacobs Technology Inc. Deferred Compensation Plan (“ JTech DCP ”). Employeeunderstands that a participant in the EDP and/or the JTech DCP shall be considered to have experienced a termination ofemployment (and thus a Separation from Service) when the facts and circumstances indicate that the participant and hisemployer reasonably anticipate that either (a.) no further services will be performed for the employer after a certain date, or(b.) that the level of bona fide services the participant will perform for the employer after such date will permanently decreaseto no more than 20% of the average level of bona fide services performed by such participant over the immediatelypreceding 36-month period. Employee and Jacobs agree that it is expected that Employee will work at least 21 hours perweek from the Transition Date through the Retirement Date. The foregoing notwithstanding, Employee acknowledges andunderstands that if the facts and circumstances indicate either (a.) or (b.), above, distributions under the EDP and the JTechDCP will occur as per plan, irrespective of whether Employee continues in his employment status with Jacobs through theRetirement Date. Employee also acknowledges that a Separation from Service under Section 409A will occur uponEmployee’s Retirement Date, and distributions under the EDP and JTech DCP will then happen as per plan.

11. Acknowledgment of Full Payment. Employee acknowledges that the payments and arrangements described herein shallconstitute full and complete satisfaction of any and all amounts properly due and owing to Employee through the EffectiveDate of this Agreement as a result of his employment with Jacobs, and that in the absence of this Agreement, Employeewould not be entitled to, among other things, the payment(s) and benefits specified in this Agreement.

12. Other Employee Benefits . Employees age 55 or older with at least five (5) years of service as of the termination ofemployment date may be eligible for participation in the Jacobs Aetna Retiree Health Access Program, subject to plan rulesand availability. Employee should consult with Jacobs Corporate Human Resources regarding this program and eligibility.Employee will continue to receive AYCO (financial services) and Cooper Clinic (executive medical physical) benefits throughthe Retirement Date. As well, any travel by and associated reimbursement of Employee for Jacobs’s business will continueto be on the basis of the executive level in Jacobs’s travel policy.

13. Right to Elect Continued Coverage. Upon Employee’s termination of employment, Employee may elect to continue healthinsurance coverage as and when permitted under the Consolidated Omnibus Budget Reconciliation Act (COBRA).Information on COBRA and the cost to continue coverage will be mailed to Employee by Jacobs’ COBRA Administrator(UnitedHealthcare). Employee will have 60 days after receipt of this information to elect COBRA participation, retroactive tothe termination of Employee’s employment status. Employee and Employee’s covered dependents should retain his/her/theirhealth insurance cards if Employee or any covered dependent plan to continue coverage. Employee may contact UnitedHealth Care at 1.866.747.0048 or e-mail Cobra_kyoperations@uhc.com with any questions regarding COBRA benefitscontinuation.

Employee should contact Jacobs’ Corporate Human Resources Department regarding conversion rights or porting rights forlife and accident insurance coverage following the Retirement Date.

14. Non-Disclosure of Trade Secrets, Confidential and Proprietary Information. The change in employee’s status during theTransition Period and/or termination of Employee’s employment at any later date does not terminate Employee’s obligationsunder any code of conduct, employee ethics and business conduct principles, employee administration agreement,employee invention and confidentiality agreement, or other such documents employee signed and/or agreed to as acondition of and/or during the course of Employee’s employment within the Jacobs Engineering Group Inc. group family ofcompanies. Jacobs may enforce the confidentiality and continuing obligation provisions of such documents even thoughEmployee leaves its employ.

Employee’s position at Jacobs placed Employee in the possession of highly sensitive and extremely proprietary informationof Jacobs, including, but not limited to, in the very highly competitive consulting, engineering, design, construction andconstruction management business. Employee must hold in confidence and may not disclose any proprietary, technical orbusiness records, data or information developed by Employee or disclosed to Employee by Jacobs or by its customers orprospective customers or any subsidiary, parent or affiliate of Jacobs, including but not limited to, information regardingJacobs’ highly sensitive extremely proprietary information regarding its consulting, engineering, design, construction andconstruction management business and prospects. Furthermore, Employee may utilize such information only as authorizedby Jacobs. Thus, Employee may not use or disclose any of this information during any new employment.

The confidential proprietary information and trade secrets include, but are not limited to, the following:

a. All business development and client information within the exclusive control of Jacobs, including but not limited to:

i. Current and prospective customer lists;

ii. Current and prospective business projects;

iii. Pricing, rates, schedules and method of bidding on individual projects;

iv. Technical details and status reports involving current and prospective projects;

v. Contracting strategies, philosophies and/or techniques;

vi. Salary rates and benefit levels for Jacobs’ employees;

vii. Employment and recruitment policies of Jacobs; and

viii. Internal policies and procedures utilized by Jacobs in performing business projects and consulting work.

b. Strategic business plans and marketing initiatives of Jacobs which are not general public knowledge.

c. Any other confidential, proprietary, technical data developed by Employee or disclosed to Employee by Jacobs duringEmployee’s employment, whether pertaining to specific projects with which Employee was involved or otherwise.

As to this information, Jacobs hereby reminds Employee that Employee must abide by Employee’s confidentialityresponsibilities and refrain from using or disclosing any of the above information to Employee’s new employer or to any thirdparty without prior written consent from Jacobs. Furthermore, Jacobs also reminds Employee that Employee mustimmediately return to it all written material currently in Employee’s possession relating to the above-listed proprietaryinformation.

If Employee in any way breaches his obligations not to disclose the trade secrets and confidential proprietary information ofJacobs, whether by using or disclosing any of the above-listed information, Jacobs will immediately pursue all legal remediesavailable to it, including without limitation, an injunction preventing Employee’s continued conduct and/or a civil action fordamages.

15. Immunity Under the Defend Trade Secrets Act of 2016. The federal Defend Trade Secrets Act of 2016 provides immunity toEmployee in certain circumstances for limited disclosure of Jacobs’ trade secrets:

a. in confidence, either directly or indirectly to a federal, state or local government official, or to an attorney, “solely for thepurpose of reporting or investigating a suspected violation of law,” or

b. “in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.”

Additionally, if Employee files a retaliation lawsuit for reporting a suspected violation of law he may also use and discloserelated trade secrets in the following manner:

c. Employee may disclose the trade secret to his attorney, and

d. Employee may use the information in related court proceedings, as long as Employee files documents containing thetrade secret under seal, and does not otherwise disclose the trade secret “except pursuant to court order.”

16. Entire Agreement; Choice of Law. This Agreement and the Supplemental Release Agreement constitute the entireagreements between the parties pertaining to the subject matter contained therein and, except as explicitly set forth in thisAgreement and the Supplemental Release Agreement, supersede all prior and contemporaneous agreements,representations, and understandings of the parties. No provision of this Agreement may be modified, waived or dischargedunless such modification, waiver or discharge is agreed to in writing signed by Employee and Jacobs’ CEO. The validity,interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas (withoutgiving effect to its conflicts of laws, rules or principles) and no failure or delay in exercising any right, power or privilegehereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or furtherexercise thereof or the exercise of any other right, power or privilege hereunder. This Agreement is deemed to have beendrafted jointly by the parties and any uncertainty or ambiguity shall not be construed for or against any party based uponattribution of drafting to any party.

17. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceabilityof any other provision of this Agreement, which shall remain in full force and effect.

18. Release of Claims . In further consideration of the foregoing, Employee (on behalf of himself and his agents, heirs,successors, assigns, executors and/or administrators) hereby releases and discharges Jacobs and its affiliated companies,subsidiaries, and Employee Benefit Plans (as defined below) and their respective present and former officers, directors,employees, shareholders, agents, representatives, consultants, insurers, plan administrators, trustees, fiduciaries, attorneys,successors and assigns (each individually a “ Releasee ” and collectively “ Releasees ”) from any and all matters, claims,demands, causes of action, debts, liabilities, controversies, judgments and suits of every kind and nature whatsoever,foreseen or unforeseen, known or unknown, whether in law or in equity, which Employee has or may have against theReleasees. This release includes, without limitation, all claims and causes of action, known or unknown by Employee, arisingout of or in any way connected with Employee’s employment relationship with Jacobs through the Effective Date of thisAgreement. This includes but is not limited to claims for damages, wages or other relief arising under federal, state, or locallaws prohibiting employment discrimination and other unfair or unlawful treatment, including, without limitation, Title VII of theCivil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act of1967 (“ ADEA ”), the Americans with Disabilities Act Amendments Act of 2008 (“ ADAAA”) , the Employee RetirementIncome Security Act of 1974 (“ ERISA ”), the Lily Ledbetter Fair Pay Act of 2009, the Family Medical Leave Act of 2008 (“FMLA ”), the Genetic Information Nondiscrimination Act of 2008 (“ GINA ”), the Equal Pay Act of 1963, as amended, 29U.S.C. § 206(d)(1)-(4), the Rehabilitation Act of 1974, 29 U.S.C. § 701, et seq., the Health Insurance Portability andAccountability Act of 1996 (“ HIPAA ”), as amended, § 46 U.S.C. § 300gg, et seq., the Consolidated Omnibus BudgetReconciliation Act (“ COBRA ”), 29 U.S.C. § 1161, et seq., Executive Order 11246, the Worker Adjustment and RetrainingNotification Act of 1988 (“ WARN Act ”), the Texas Commission on Human Rights Act, including Tex. Lab. Code § 21.051and § 21.055, the Texas payday law, the Texas disability discrimination law, the Texas whistleblower act, the TennesseeAnti-Discrimination Act (a.k.a. Tennessee Human Rights Act) – Tenn. Code Ann. §4-21-101 et seq., the Tennessee PublicProtection Act (a.k.a. Tennessee Whistleblower Protection and Smokers’ Rights Act) – Tenn. Code Ann. §50-1-304, theTennessee Statutory Provisions Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim – Tenn.Code Ann. §50-1-801, the Tennessee Equal Pay Act – Tenn. Code Ann. §50-2-201 et seq., the Tennessee Disability Act –Tenn. Code Ann. §8-50-103, the Tennessee Occupational Safety and Health Act - Tenn. Code Ann. §50-3-101 et seq., andthe Tennessee Lawful Employment Act - Tenn. Code Ann. §50-1-701 et seq.

This release also includes, without limitation, any claims based on any federal, state, or local statute, law or ordinance of anyjurisdiction relating to employment, employment discrimination, termination of employment, wages or benefits, contract(including, by way of example only, any of the Company’s policies, practices and/or plans), and any and all common lawclaims, including wrongful and/or retaliatory termination and/or discharge of employment claims, contract or promissoryestoppel claims, intentional infliction of emotional distress claims, assault and battery claims, tort claims, includingnegligence claims, personal injury claims, third-party claims, slander, libel, and/or defamation claims, qui tam claims andwhistleblower claims, and/or any other claims based on any state statute or law, contract, covenant of good faith and fairdealing, public policy or other theories, as well as any claim for attorney’s fees and/or costs or other expenses or fees. Forpurposes of this Agreement, “Employee Benefit Plan” means any employee benefit plan, as defined in ERISA Section 3(3),sponsored, or contributed to, by Jacobs or any Releasee. Employee expressly understands that among the various rightsand claims being waived by him in this Agreement are those arising under the Age Discrimination in Employment Act, (29U.S.C. § 621, et seq .), as amended. Employee further warrants that he has not filed any claims against any of theReleasees.

Nothing in this Agreement prohibits Employee from filing a charge or complaint with the National Labor Relations Board(“NLRB”), the Occupational Safety and Health Administration (“OSHA”) or the Securities and Exchange Commission (“SEC”),or a charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”) or any state fair employmentpractices agency, or from participating in any investigation of a charge of discrimination by the EEOC or any state fairemployment practices agency. With respect to any such filing, Employee understands and agrees that Employee is waivingthe right, and shall not seek, accept, or be entitled, to any monetary relief or recovery (other than any applicable statutoryaward or fee that cannot be waived as a matter of law), whether for himself/herself individually, or as a member of a class orgroup, arising from, in connection with, or related to a charge or complaint filed by Employee for himself/herself or as arepresentative on behalf of others. Employee agrees that no lawsuit (federal or state) shall be filed at any time by Employeeagainst any of the Releasees based upon any claim released above. In the event Employee breaches this promise by filingsuch a lawsuit, Employee may be responsible for paying the attorney’s fees and costs incurred by any and/or all of theReleasees in defending against the lawsuit, if the lawsuit is brought in bad faith, or is frivolous and groundless, or if recoveryof fees is otherwise authorized by local, state or federal law. The foregoing does not nullify the waiver and release byEmployee nor limit any of the Releasees’ rights and remedies.

19. Defense and Indemnity Exception. Notwithstanding the releases and waivers set forth in this Agreement, and if and only asapplicable, Employee shall be provided with all rights of indemnification and defense provided to any officer or otherexecutive of Jacobs under any of Jacobs’ bylaws, articles of incorporation, resolutions and/or insurance policies, and suchrights are not waived by Employee by signing this Agreement.

20. Consideration Period and Older Workers Benefit Protection Act of 1990 (OWBPA). In compliance with the OWBPA,and by virtue of this Agreement, Employee has been advised of the legal requirements of the OWBPA, and fullyacknowledges and agrees as follows:

a.Employee understands the terms and conditions of this Agreement;

b.Employee has been advised of Employee’s right to consult an attorney to review the Agreement, and has either had thebenefit of an attorney throughout this process and has had an attorney review the Agreement or is aware ofEmployee’s right to do so and has knowingly waived that right;

c.Employee does not waive any rights or claims that may arise after the date the Employee signs the Agreement;

d.Employee is receiving consideration under this Agreement beyond anything of value to which Employee is alreadyentitled; and

e.In order for this Agreement to become effective, Employee must timely return this Agreement, signed and dated, withinthe time set forth in this Consideration Period and Older Workers Benefit Protection Act of 1990 (OWBPA)paragraph. Employee acknowledges that under the Age Discrimination in Employment Act and/or OWBPA,Employee has twenty-one (21) days within which to consider this Agreement before executing it. If, however,Employee executes this Agreement before the expiration of the 21-days consideration period, Employeeacknowledges that Employee has knowingly and voluntarily waived the consideration period and furtheracknowledges that Employee has taken sufficient time to consider this Agreement before executing it. TheAgreement must be signed, dated, returned to and received by the Company (submitted to Jacobs, JoanneCaruso, Chief Legal and Administrative Officer, Jacobs Engineering Group Inc., 1999 Bryan Street, Suite1200, Dallas, Texas 75201 or by e-mail by .pdf (no picture images) to Joanne.Caruso@Jacobs.com ) on orbefore 11:59 p.m. PST on the twenty-first(21st)day of the review period .

21. Revocation Period. This Agreement shall not become binding on Employee until seven (7) calendar days after Employeesigns. During this 7-day period, Employee may revoke this Agreement. Such revocation must be in writing, submitted toJacobs, Joanne Caruso, Chief Legal and Administrative Officer, Jacobs Engineering Group Inc., 1999 Bryan Street,Suite 1200, Dallas, Texas 75201 , and received by Jacobs within said 7-day period. Upon expiration of the 7-day period,Employee acknowledges that this Agreement becomes binding on Employee, which shall be deemed the effective date (“Effective Date ”).

22. Individual Agreement. This Agreement has been individually negotiated and is not part of a group exit incentive or othertermination program.

23. Legal Review and Sophisticated Parties. Employee, by signing below, acknowledges that Jacobs has encouraged him toreview the legal effect and implications of this Agreement with an attorney and carefully and thoroughly review thisAgreement prior to signing. As a senior executive and a sophisticated financially savvy party, Employee acknowledges bysigning this Agreement that he reviewed this Agreement and understands its terms and conditions.

24. Non-Disparagement. Employee agrees that he will not in any way disparage Jacobs, including current or former officers,directors, agents and/or employees of Jacobs, nor will Employee make or solicit any comments, statements or the like to themedia or to others, that may be considered to be derogatory or detrimental to the good name or business reputation ofJacobs. Employee’s non-disparagement obligations under this Agreement are not intended to interfere with or restrictEmployee’s ability to communicate with any administrative, regulatory, governmental or law enforcement agency, or fromtestifying under the power of a subpoena issued from a court of competent jurisdiction.

25. No Solicitation of Jacobs Employees. Employee agrees and warrants that he will not, through the Retirement Date and for aperiod of one (1) year following the Retirement Date, either directly or indirectly, for himself or on behalf of any third party,solicit, induce, recruit, or cause another person in the employ of Jacobs to terminate his or her employment for the purposeof joining, associating or becoming employed with any business or activity which is in competition with any business oractivity engaged in by Jacobs.

26. No Solicitation of Jacobs Clients. Employee agrees and warrants that he will not, through the Retirement Date and for aperiod of one (1) year following the termination of his employment, either directly or indirectly, for himself or on behalf of anythird party, solicit, induce, recruit, encourage or otherwise endeavor to cause or attempt to cause any client, vendor orcontractor of Jacobs to modify, alter and/or terminate its relationship with Jacobs.

27. Return of Company Property. Employee acknowledges that upon the date of his termination of employment, he shall returnall Jacobs property, proprietary/confidential information, papers, manuals/notebooks, electronically stored data, software,media, documentation, diskettes, computer equipment and related devices, keys, credit cards, government contractor card

and phone cards, and any Jacobs equipment or items to Jacobs. Further, Employee attests by signing below that Employeehas not downloaded, transferred or removed any Jacobs trade secrets and/or confidential and proprietary information(including as set out in the Non-Disclosure of Trade Secrets, Confidential and Proprietary Information paragraph, above) toany devices or accounts, including without limitation other computers, notebooks, smart or mobile phones, thumb drives,external e-mail addresses, DVDs, CDs and/or external hard drives.

28.Sensitive Information. Employee recognizes that in Employee’s role(s) with the Jacobs, Employee has occupied a position oftrust with respect to business information of a highly sensitive and confidential nature, including but not limited to, names andduties of key personnel, business and growth/expansion plans, marketing and business development initiatives andprospects, financial results and forecasts, bidding information, cost and charging rates and their make up and structure,customer lists, and profit and operating margins (“Sensitive Information”). (Sensitive Information does not include informationthat is generally available in the public domain, other than as a result of any action by Employee; provided, however,Sensitive Information shall not be deemed to be in the public domain merely because individual features of it are in the publicdomain unless the combination itself and the principle of operation are also in the public domain.)

Employee agrees that, in addition to abiding by the Non-Disclosure of Trade Secrets, Confidential and ProprietaryInformation paragraph, above, he will not either directly or indirectly:

a. Disclose any Sensitive Information to any person, firm or corporation; or

b. For a period of two (2) years immediately following the date of his termination of employment, make known to anyperson, firm or corporation the names or addresses of any of the customers of Jacobs or Jacobs’ affiliated companies orany other information pertaining to them that such recipient would be able to use in competition with Jacobs or Jacobs’affiliated companies; or

c. Work for a competitor on any proposal, bids, statements of qualifications, or other business development tasks(collectively, “proposals”) that are open and not yet awarded as of the Effective Date of this Agreement and/orEmployee’s termination of employment date that Jacobs is exploring, pursing and/or bidding upon (collectively, “openpursuits”) and about which Employee learned of Jacobs’, its clients’ and/or its business affiliates’ Sensitive Information.Employee agrees that he shall remove himself/herself from working, directly or indirectly, on any such open pursuits for acompetitor since it would not be possible for Employee to assist a competitor in submitting any proposals or refiningoffers on the same open pursuits without using and inevitably disclosing Jacobs’, its clients’ and/or its business affiliates’Sensitive Information. Subject to any other provisions in this Agreement, nothing in this paragraph prohibits Employeefrom working on any proposals for a competitor company where the proposals are initiated or requested by the solicitingparty after the Employee’s termination of employment date.

29. Voluntary Agreement. EMPLOYEE UNDERSTANDS THAT THIS AGREEMENT INVOLVES THE KNOWING ANDVOLUNTARY RELEASE OF KNOWN AND UNKNOWN CLAIMS BY EMPLOYEE AGAINST JACOBS. EMPLOYEEUNDERSTANDS THAT HE HAS THE RIGHT TO, AND HAS BEEN GIVEN THE OPPORTUNITY TO, CONSULT WITH ANATTORNEY OF HIS CHOICE. EMPLOYEE ACKNOWLEDGES THAT HE HAS BEEN (AND HEREBY IS) ADVISED BYJACOBS THAT HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT. EMPLOYEEFURTHER ACKNOWLEDGES THAT HE HAS NOT BEEN DISCOURAGED OR DISSUADED FROM CONSULTING WITHAN ATTORNEY BY JACOBS.

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30. Arbitration. The parties agree that the arbitration of disputes provides mutual advantages in terms of facilitating the fair andexpeditious resolution of disputes. In consideration of these mutual advantages, the parties agree to the ArbitrationProcedures set forth in Exhibit “A” attached hereto.

Executed at __ College Grove, TN ___________, this __ 11th ____ day of _ June ____, 2019.(City, State)

__/s/ Terence Hagen _______________________Terence Hagen

Executed at __ Dallas, TX ____________, this ___ 12th ____ day of __ June ______, 2019.(City, State)

JACOBS ENGINEERING GROUP INC. By: _ /s/ Shelie Gustafson ____________________

Name: Shelie Gustafson

Title: _ SVP Human Resources _______________

Exhibit “A”

Arbitration Procedures

(a) Scope of Arbitration

The parties will submit to arbitration, in accordance with these provisions, any and all disputes either party mayhave arising from or related to this Agreement, including, but not limited to, its formation, breach, performance, or theinterpretation, application, or enforceability of this Agreement. The parties further agree that the arbitration processagreed upon herein shall be the exclusive means for resolving all disputes made subject to arbitration herein but that noarbitrator shall have authority to determine whether disputes fall within the scope of these arbitration provisions.

(b) Availability of Provisional Relief

These arbitration provisions shall not prevent Jacobs or Employee, as the case may be, from obtaining injunctiverelief from a court of competent jurisdiction to enforce the confidentiality, non-disparagement, non-solicitation and non-compete obligations of the parties under this Agreement.

(c) JAMS Employment Arbitration Rules And Procedures Apply

Any arbitration hereunder shall be conducted under the JAMS Employment Arbitration Rules and Procedures(“JAMS Rules”). A copy of the JAMS Rules may be found at http://www.jamsadr.com/rules-employment-arbitration/ or bysearching the internet for “JAMS Employment Arbitration Rules.” This agreement to arbitrate shall be subject to theFederal Arbitration Act, 9 U.S.C. SECTION 1 ET. SEQ. The arbitration shall proceed before a single arbitrator and theproceedings shall be confidential to the extent allowed by law.

(d) Invoking Arbitration

Either party may invoke the arbitration procedures described herein by submitting to the other, in person, by mail,or reputable delivery service (e.g., UPS or FedEx) a written demand for arbitration containing a statement of the matter tobe arbitrated in sufficient detail to establish the timeliness of the demand. The parties shall then have fourteen dayswithin which they may identify a mutually agreeable arbitrator. After the fourteen-day period has expired, the parties shallprepare and submit to JAMS a joint submission. In their submission to JAMS, if they have not already selected a mutuallyagreeable arbitrator, the parties shall request that an arbitrator be assigned pursuant to the JAMS Rules.

(e) Award Final

The decision of the Arbitrator shall be final, conclusive, and binding on the parties to the arbitration, subject to judicialreview and confirmation as provided by law. Subject to any remedies the arbitrator may award, the parties to thearbitration shall be responsible for the arbitration and arbitrator’s fees in accordance with applicable law. The Arbitratorshall be empowered to award any remedies (including, without limitation, injunctive and other equitable relief) that a courtof law could award for the claims at issue in the matter, but such remedies shall be limited to those that are available to aparty in a court of law for said claims. The Arbitration Agreement contained herein supersedes any other arbitrationagreement between the parties.

(f) Stenographic Record

There shall be a stenographic record of the arbitration hearing, unless the parties agree to record the proceedingsby other reliable means.

(g) Location

Unless otherwise agreed by the parties, arbitration hearings shall take place in the state in which the employeeworked, at a mutually agreeable place or, if no agreement can be reached, at a place designated by JAMS.

(h) Law Governing the Arbitrator’s Award

In rendering an award, the arbitrator shall determine the rights and obligations of the parties according to thesubstantive law of the State of Texas (excluding conflicts of laws principles), and the arbitrator’s decision shall begoverned by state and federal substantive law, including state and federal discrimination laws, as though the matter werebefore a court of law.

(i) Written Awards and Enforcement

Any arbitration award shall be accompanied by a written statement containing a summary of the issues incontroversy, a description of the award, and an explanation of the reasons for the award. The parties agree that acompetent court shall enter judgment upon the award of the arbitrator, provided it is in conformity with the terms of thisAgreement.

(j) Severability

If any part of this arbitration procedure is in conflict with any mandatory requirement of applicable law, the statuteshall govern, and that part shall be reformed and construed to the maximum extent possible in conformance with theapplicable law. The remaining provisions of this arbitration procedure shall remain otherwise unaffected and enforceable.

Exhibit “B”

Supplemental Release Agreement

This Supplemental Release Agreement is between Jacobs Engineering Group Inc. and its affiliated and subsidiarycompanies (“ Jacobs ”) and Terence Hagen (“ Employee ”).

WHEREAS , Employee and Jacobs entered into a Retirement Transition Agreement dated June 6, 2019 (“ RetirementAgreement ”); and

WHEREAS , Employee and Jacobs agree and understand that, except as otherwise defined in this SupplementalRelease Agreement, capitalized terms in the Retirement Agreement shall have the same meaning in this Supplemental ReleaseAgreement; and

WHEREAS , Employee and Jacobs agreed to enter into this Supplemental Release Agreement as a condition precedentto the Retirement Agreement and the provision of payments and benefits conferred upon Employee therein; and

WHEREAS , Employee and Jacobs desire to define the terms of this Supplemental Release Agreement.

NOW, THEREFORE , in consideration of the valuable promises and the agreements contained in this SupplementalRelease Agreement, and in the Retirement Agreement, it is agreed as follows:

1. Incorporation of Certain Provision of the Retirement Agreement; No Double Payments . Employee and Jacobs acknowledgeand agree that the following paragraphs of and exhibits to the Retirement Agreement are incorporated by reference as if fullyset forth in this Supplemental Release Agreement: Resignation of Officer and Director Positions, and Termination ofExecutive Severance Pay Plan Participation and Benefits , Management Incentive Plan and/or Long Term Incentive Plan ,Stock Incentives , Other Employee Benefits , Right to Elect Continued Coverage , Non-Disclosure of Trade Secrets,Confidential and Proprietary Information , Immunity Under the Defend Trade Secrets Act of 2016 , Defense and IndemnityException , Non-Disparagement , No Solicitation of Jacobs Employees , No Solicitation of Jacobs Clients , Return ofCompany Property , Sensitive Information , and Arbitration and the Exhibit A, Arbitration Procedures. For the avoidance ofany doubt, Employee acknowledges and agrees that this Incorporation of Certain Provision of the Retirement Agreement; NoDouble Payments paragraph does not create any obligation by Jacobs to make, or create any right to Employee to receive,

double payment(s) and/or provision(s) of amounts and benefits already paid and/or provided to Employee under theRetirement Agreement.

2. Termination of Employment. Employee retired from Jacobs effective December 31, 2020 (the “ Retirement Date ”).

3. Payment of Amounts Owed. Employee acknowledges that Jacobs will pay all remuneration owed to him as a result of hisemployment with Jacobs through the Retirement Date. Any outstanding expense reports for expenses incurred by Employeein the course of his employment with Jacobs through the Retirement Date will be paid to Employee in accordance withnormal approval and payment procedures. Accrued but unused paid time off (“PTO”) will be paid out in accordance withstandard practice.

4. Termination Payment . Provided that Employee timely signs this Supplemental Release Agreement, Employee shall receivea lump sum termination payment of $10,000.00 (Ten Thousand Dollars and Zero Cents) , less all applicable taxwithholdings and deductions, within 30 days of the Effective Date (as defined below) of this Supplemental ReleaseAgreement. Employee acknowledges that this payment fully satisfies the Termination Payment provision of the RetirementAgreement.

5. Acknowledgment of Full Payment. Employee acknowledges that the payments and arrangements described in theRetirement Agreement and in this Supplemental Release Agreement shall constitute full and complete satisfaction of anyand all amounts properly due and owing to Employee as a result of his employment with Jacobs and/or the termination ofthat employment upon the Retirement Date, and that in the absence of the Retirement Agreement and this SupplementalRelease Agreement, Employee would not be entitled to, among other things, the payment(s) and benefits specified in thoseagreements. Employee also affirms that he has reported all hours worked as of the date he signs this Supplemental ReleaseAgreement and, except for any amounts outstanding as of the Effective Date of this Supplemental Release Agreementassociated with the Payments of Amounts Owed paragraph, above, has been paid and/or has received all compensation,wages (inclusive of overtime), bonuses, commissions, incentive pay and/or benefits which are due and payable as of thedate he signs this Supplemental Release Agreement, and that in signing this Supplemental Release Agreement no otherservices, monies, salary, wages, bonuses, benefits, incentive pay, severance pay or other compensation are due or owing tohim from Jacobs, except under the Termination Payment provision above.

6. Entire Agreement; Choice of Law. This Supplemental Release Agreement and the Retirement Agreement constitute theentire agreements between the parties pertaining to the subject matter contained therein and, except as explicitly set forth inthis Supplemental Release Agreement and the Retirement Agreement, supersede all prior and contemporaneousagreements, representations, and understandings of the parties. No provision of this Supplemental Release Agreement maybe modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by Employeeand Jacobs’ CEO. The validity, interpretation, construction and performance of this Supplemental Release Agreement shallbe governed by the laws of the State of Texas (without giving effect to its conflicts of laws, rules or principles) and no failureor delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partialexercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilegehereunder. This Supplemental Agreement is deemed to have been drafted jointly by the parties and any uncertainty orambiguity shall not be construed for or against any party based upon attribution of drafting to any party.

7. Severability. The invalidity or unenforceability of any provision of this Supplemental Release Agreement shall not affect thevalidity or enforceability of any other provision of this Supplemental Release Agreement, which shall remain in full force andeffect.

8. Release of Claims . In further consideration of the foregoing and the payments and benefits under the RetirementAgreement, Employee (on behalf of himself and his agents, heirs, successors, assigns, executors and/or administrators)hereby releases and discharges Jacobs and its affiliated companies, subsidiaries, and Employee Benefit Plans (as definedbelow) and their respective present and former officers, directors, employees, shareholders, agents, representatives,consultants, insurers, plan administrators, trustees, fiduciaries, attorneys, successors and assigns (each individually a “Releasee ” and collectively “ Releasees ”) from any and all matters, claims, demands, causes of action, debts, liabilities,controversies, judgments and suits of every kind and nature whatsoever, foreseen or unforeseen, known or unknown,whether in law or in equity, which Employee has or may have against the Releasees. This release includes, withoutlimitation, all claims and causes of action, known or unknown by Employee, arising out of or in any way connected withEmployee’s employment relationship with Jacobs through the Effective Date of this Supplemental Release Agreement. Thisincludes but is not limited to claims for damages, wages or other relief arising under federal, state, or local laws prohibitingemployment discrimination and other unfair or unlawful treatment, including, without limitation, Title VII of the Civil Rights Actof 1964, the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act of 1967 (“ ADEA ”),the Americans with Disabilities Act Amendments Act of 2008 (“ ADAAA”) , the Employee Retirement Income Security Act of1974 (“ ERISA ”), the Lily Ledbetter Fair Pay Act of 2009, the Family Medical Leave Act of 2008 (“ FMLA ”), the Genetic

Information Nondiscrimination Act of 2008 (“ GINA ”), the Equal Pay Act of 1963, as amended, 29 U.S.C. § 206(d)(1)-(4), theRehabilitation Act of 1974, 29 U.S.C. § 701, et seq., the Health Insurance Portability and Accountability Act of 1996 (“ HIPAA”), as amended, § 46 U.S.C. § 300gg, et seq., the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”), 29 U.S.C.§ 1161, et seq., Executive Order 11246, the Worker Adjustment and Retraining Notification Act of 1988 (“ WARN Act ”), theTexas Commission on Human Rights Act, including Tex. Lab. Code § 21.051 and § 21.055, the Texas payday law, theTexas disability discrimination law, Texas whistleblower act, the Tennessee Anti-Discrimination Act (a.k.a. TennesseeHuman Rights Act) – Tenn. Code Ann. §4-21-101 et seq., the Tennessee Public Protection Act (a.k.a. TennesseeWhistleblower Protection and Smokers’ Rights Act) – Tenn. Code Ann. §50-1-304, the Tennessee Statutory ProvisionsRegarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim – Tenn. Code Ann. §50-1-801, theTennessee Equal Pay Act – Tenn. Code Ann. §50-2-201 et seq., the Tennessee Disability Act – Tenn. Code Ann. §8-50-103,the Tennessee Occupational Safety and Health Act - Tenn. Code Ann. §50-3-101 et seq., and the Tennessee LawfulEmployment Act - Tenn. Code Ann. §50-1-701 et seq.

This release also includes, without limitation, any claims based on any federal, state, or local statute, law or ordinance of anyjurisdiction relating to employment, employment discrimination, termination of employment, wages or benefits, contract(including, by way of example only, any of the Company’s policies, practices and/or plans), and any and all common lawclaims, including wrongful and/or retaliatory termination and/or discharge of employment claims, contract or promissoryestoppel claims, intentional infliction of emotional distress claims, assault and battery claims, tort claims, includingnegligence claims, personal injury claims, third-party claims, slander, libel, and/or defamation claims, qui tam claims andwhistleblower claims, and/or any other claims based on any state statute or law, contract, covenant of good faith and fairdealing, public policy or other theories, as well as any claim for attorney’s fees and/or costs or other expenses or fees. Forpurposes of this Supplemental Release Agreement, “ Employee Benefit Plan ” means any employee benefit plan, asdefined in ERISA Section 3(3), sponsored, or contributed to, by Jacobs or any Releasee. Employee expressly understandsthat among the various rights and claims being waived by him in this Supplemental Release Agreement are those arisingunder the Age Discrimination in Employment Act, (29 U.S.C. § 621, et seq .), as amended. Employee further warrants thathe has not filed any claims against any of the Releasees.

Nothing in this Supplemental Release Agreement prohibits Employee from filing a charge or complaint with the NationalLabor Relations Board (“NLRB”), the Occupational Safety and Health Administration (“OSHA”) or the Securities andExchange Commission (“SEC”), or a charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”)or any state fair employment practices agency, or from participating in any investigation of a charge of discrimination by theEEOC or any state fair employment practices agency. With respect to any such filing, Employee understands and agreesthat Employee is waiving the right, and shall not seek, accept, or be entitled, to any monetary relief or recovery (other thanany applicable statutory award or fee that cannot be waived as a matter of law), whether for himself/herself individually, or asa member of a class or group, arising from, in connection with, or related to a charge or complaint filed by Employee forhimself/herself or as a representative on behalf of others. Employee agrees that no lawsuit (federal or state) shall be filed atany time by Employee against any of the Releasees based upon any claim released above. In the event Employee breachesthis promise by filing such a lawsuit, Employee may be responsible for paying the attorney’s fees and costs incurred by anyand/or all of the Releasees in defending against the lawsuit, if the lawsuit is brought in bad faith, or is frivolous andgroundless, or if recovery of fees is otherwise authorized by local, state or federal law. The foregoing does not nullify thewaiver and release by Employee nor limit any of the Releasees’ rights and remedies.

9. Consideration Period and Older Workers Benefit Protection Act of 1990 (OWBPA). In compliance with the OWBPA,and by virtue of this Supplemental Release Agreement, Employee has been advised of the legal requirements of theOWBPA, and fully acknowledges and agrees as follows:

a. Employee understands the terms and conditions of this Supplemental Release Agreement;

b. Employee has been advised of Employee’s right to consult an attorney to review the Supplemental ReleaseAgreement, and has either had the benefit of an attorney throughout this process and has had an attorneyreview the Supplemental Release Agreement or is aware of Employee’s right to do so and has knowinglywaived that right;

c. Employee does not waive any rights or claims that may arise after the date the Employee signs the SupplementalRelease Agreement;

d. Employee is receiving consideration under this Supplemental Release Agreement beyond anything of value to whichEmployee is already entitled; and

e. In order for this Supplemental Release Agreement to become effective, Employee must timely return thisSupplemental Release Agreement, signed and dated, within the time set forth in this Consideration Period andOlder Workers Benefit Protection Act of 1990 (OWBPA) paragraph. Employee acknowledges that under the

Age Discrimination in Employment Act and/or OWBPA, Employee has twenty-one (21) days within which toconsider this Supplemental Release Agreement before executing it. If, however, Employee executes thisSupplemental Release Agreement before the expiration of the 21-days consideration period, Employeeacknowledges that Employee has knowingly and voluntarily waived the consideration period and furtheracknowledges that Employee has taken sufficient time to consider this Supplemental Release Agreementbefore executing it. The Supplemental Release Agreement must be signed, dated, returned to and received bythe Company (submitted to Jacobs, Joanne Caruso, Chief Legal and Administrative Officer, JacobsEngineering Group Inc., 1999 Bryan Street, Suite 1200, Dallas, Texas 75201 or by e-mail by .pdf (nopicture images) to Joanne.Caruso@Jacobs.com ) on or before 11:59 p.m. PST on the twenty-first(21st)dayof the review period .

10. Revocation Period. This Supplemental Release Agreement shall not become binding on Employee until seven (7) calendardays after Employee signs. During this 7-day period, Employee may revoke this Supplemental Release Agreement. Suchrevocation must be in writing, submitted to Jacobs, Joanne Caruso, Chief Legal and Administrative Officer, JacobsEngineering Group Inc., 1999 Bryan Street, Suite 1200, Dallas, Texas 75201 , and received by Jacobs within said 7-dayperiod. Upon expiration of the 7-day period, Employee acknowledges that this Supplemental Release Agreement becomesbinding on Employee, which shall be deemed the effective date (“ Effective Date ”).

11. Individual Agreement. This Supplemental Release Agreement has been individually negotiated and is not part of a group exitincentive or other termination program.

12. Legal Review and Sophisticated Parties. Employee, by signing below, acknowledges that Jacobs has encouraged him toreview the legal effect and implications of this Supplemental Release Agreement with an attorney and carefully andthoroughly review this Supplemental Release Agreement prior to signing. As a senior executive and a sophisticatedfinancially savvy party, Employee acknowledges by signing this Supplemental Release Agreement that he reviewed thisSupplemental Release Agreement and understands its terms and conditions.

13. Voluntary Agreement. EMPLOYEE UNDERSTANDS THAT THIS SUPPLEMENTAL RELEASE AGREEMENT INVOLVESTHE KNOWING AND VOLUNTARY RELEASE OF KNOWN AND UNKNOWN CLAIMS BY EMPLOYEE AGAINST JACOBS.EMPLOYEE UNDERSTANDS THAT HE HAS THE RIGHT TO, AND HAS BEEN GIVEN THE OPPORTUNITY TO,CONSULT WITH AN ATTORNEY OF HIS CHOICE. EMPLOYEE ACKNOWLEDGES THAT HE HAS BEEN (AND HEREBYIS) ADVISED BY JACOBS THAT HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THISSUPPLEMENTAL RELEASE AGREEMENT. EMPLOYEE FURTHER ACKNOWLEDGES THAT HE HAS NOT BEENDISCOURAGED OR DISSUADED FROM CONSULTING WITH AN ATTORNEY BY JACOBS.

Executed at ____________________, this _________ day of _________, 202_.(City, State)

______________________________________Terence Hagen

Executed at ____________________, this _________ day of _________, 202_.(City, State)

JACOBS ENGINEERING GROUP INC. By: ______________________________________

Name:

Title: ____________________________________

Page 1

Retirement Transition Agreement

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICERPursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Steven J. Demetriou, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 28, 2019 of Jacobs Engineering Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known tous by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.

/s/Steven J. DemetriouSteven J. DemetriouChief Executive Officer

August 5, 2019

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICERPursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kevin C. Berryman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 28, 2019 of Jacobs Engineering Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known tous by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.

/s/Kevin C. BerrymanKevin C. BerrymanChief Financial Officer

August 5, 2019

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICERPursuant to 18 U.S.C. Section 1350

Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Jacobs Engineering Group Inc. (the “Company”) on Form 10-Q for the quarter ended June 28, 2019 asfiled with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven J. Demetriou, Chief Executive Officer of the Company (principalexecutive officer), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fullycomplies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, inall material respects, the financial condition and results of operations of the Company.

/s/Steven J. DemetriouSteven J. DemetriouChief Executive Officer

August 5, 2019

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company andfurnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICERPursuant to 18 U.S.C. Section 1350

Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Jacobs Engineering Group Inc. (the “Company”) on Form 10-Q for the quarter ended June 28, 2019 asfiled with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin C. Berryman, Chief Financial Officer of the Company, certify,pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with therequirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all materialrespects, the financial condition and results of operations of the Company.

/s/Kevin C. BerrymanKevin C. BerrymanExecutive Vice Presidentand Chief Financial officer

August 5, 2019

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company andfurnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 95

Mine Safety Disclosure

Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires domestic mine operators to disclose violations and orders issuedunder the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the federal Mine Safety and Health Administration (“MSHA”). Under the Mine Act, anindependent contractor, such as Jacobs, that performs services or construction of a mine is included within the definition of a mining operator. We do not act as theowner of any mines. Due to timing and other factors, the data may not agree with the mine data retrieval system maintained by MSHA.

The following table provides information for the fiscal quarter ended June 28, 2019 .

Mine or Operating Name/MSHA

Identification Number

Section104S&S

Citations(#)

Section104(b)Orders

(#)

Section104(d)

Citationsand

Orders(#)

Section110(b)(2)Violations

(#)

Section107(a)Orders

(#)

Total Dollar Valueof MSHA

AssessmentsProposed

($)

TotalNumber of

MiningRelated

Fatalities(#)

ReceivedNotice ofPattern ofViolations

UnderSection104(e)

(yes/no)

ReceivedNotice of

Potential toHave

PatternUnder

Section104(e)

(yes/no)

LegalActions

Pending asof Last Day

of Period(#)

LegalActionsInitiatedDuringPeriod

(#)

LegalActions

ResolvedDuringPeriod

(#)

Mine ID: 02-00024 ContractorID: 1PL — No No Mine ID: 02-00144 ContractorID: 1PL — No No Mine ID: 02-03131 ContractorID: 1PL — No No Mine ID: 02-00137 ContractorID: 1PL — No No Mine ID: 02-00150 ContractorID: 1PL — No No Mine ID: 26-01962 ContractorID: 1PL — No No Mine ID: 29-00708 ContractorID: 1PL — No No Mine ID: 29-00762 ContractorID: 1PL — No No Mine ID: 26-02755 ContractorID: 1PL — No No Mine ID: 04-00743 ContractorID:Y713 No No

Totals — — — — — $— No No — — —

Notes:1. Jacobs received zero MSHA citations during the fiscal quarter ended June 28, 2019 .2. Jacobs has no pending citations. Jacobs has vacated, reduced, abated and resolved all citations from previous fiscal years.