SecProbe.io

United States securities and exchange commission logo
April 26, 2023
Kevin Berryman
Chief Financial Officer
JACOBS SOLUTIONS INC.
1999 Bryan Street Suite 1200
Dallas, Texas 75201
Re:JACOBS SOLUTIONS INC.
Form 10-K for the year ended September 30, 2022
Filed on November 21, 2022
Form 8-K filed on February 7, 2023
File No. 001-07463
Dear Kevin Berryman:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the year ended September 30, 2022
2. Significant Accounting Policies
Redeemable Noncontrolling Interests, page F-16
1.We note that in connection with the PA Consulting Investment, the Company recorded
redeemable noncontrolling interests and that the interest holders of such noncontrolling
interests have certain option rights to put the preferred and common share interests back to
the Company at a value based on the fair value of PA Consulting (the redemption values).
It appears that the Company also has an option to call the interests for certain individual
shareholders in certain circumstances. We further note that the Company has deemed
these interests probable of becoming redeemable in the future and requiring their
measurement at the greater of (i) the redemption amount that would be paid if settlement
occurred at the balance sheet date, or (ii) the historical value resulting from the original
acquisition date fair value plus the impact of any earnings or loss attribution amounts,

 FirstName LastNameKevin Berryman
 Comapany NameJACOBS SOLUTIONS INC.
 April 26, 2023 Page 2
 FirstName LastNameKevin Berryman
JACOBS SOLUTIONS INC.
April 26, 2023
Page 2
including dividends. In order to better understand the Company's accounting, please tell us
how the Company considered and applied the guidance in ASC 480-10, specifically the
guidance through ASC 480-10-55-53 through ASC 480-10-55-62 and the guidance in
ASC 480-10-S99 to its facts and circumstances.
3. Revenue Accounting for Contracts, page F-18
2.We note that 52% of your $15 billion remaining performance obligations will be
recognized in within the next 12 months and the remaining 48% thereafter. Considering
the long term nature of your contracts, please tell us in what periods you expect to
recognize the remaining 48% "thereafter" and how your current disclosures reflect the
appropriate time bands for your arrangements. In that regard, please tell us how you
considered disclosure around revenue expected to be recognized within 1 year, 2 years etc.
Refer to 606-10-50-13(b)
14. PA Consulting Business Combination, page F-47
3.We note your disclosure related to the changes in the Company's redeemable
noncontrolling interests during the fiscal year ended September 30, 2022. Based on the
disclosure in your table, it appears that the Company repurchased $53.8 million in
redeemable noncontrolling interests and issued $54.9 million in redeemable
noncontrolling interests during the year ended September 30, 2022. However, we note that
in the paragraph preceding such table, you disclose that the Company repurchased $46.1
million in cash and issued certain shares of redeemable noncontrolling interests for $49.7
million with the difference between the cash purchase prices and the recorded book values
of these repurchased and issued interests recorded in the Company’s consolidated retained
earnings. Finally, we note that per your disclosure in your consolidated statement of
stockholder's equity on page F-6, the Company recognized $2.6 million related to the
repurchase and issuance of redeemable noncontrolling interests. As such, please provide
us with an understanding of the differences impacting each of your disclosures.
17. Restructuring and Other Charges, page F-54
4.Please also expand your disclosures here or within MD&A to disclose the expected effects
on future earnings and cash flows resulting from each of your restructuring plans along
with the initial period in which those effects are expected to be realized. In that regard,
quantify the impact the restructuring activities had on your operating income (i.e., the
amount by which expenses decreased) and cash flows, including whether the actual results
were in line with management’s expectations when the restructuring activities were
initiated. If the anticipated savings were not achieved as expected or are achieved in
periods other than as expected, please disclose as such, the reasons for the differences and
the likely effects on future operating results and liquidity. Please refer to SAB Topic 5:P.4
for guidance
Form 8-K filed on February 7, 2023

 FirstName LastNameKevin Berryman
 Comapany NameJACOBS SOLUTIONS INC.
 April 26, 2023 Page 3
 FirstName LastName
Kevin Berryman
JACOBS SOLUTIONS INC.
April 26, 2023
Page 3
Non-GAAP Financial Measures and Operating Metrics, page 12
5.We note your disclosure that net revenue is calculated excluding pass through revenue of
your People & Places and Divergent Solutions segments. Please tell us how you
determined it was appropriate to use a title for your non-GAAP financial measure that
appears to be the same as, or confusingly similar to, a title used for a GAAP financial
measure. Refer to Non-GAAP Financial Measures C&DI 100.05 . Clarify within your
response if the adjustment to exclude pass through revenue includes a mark up of pass
through costs.
Reconciliation of Income Tax Expense from Continuing Operations to Adjusted Income Tax
Expense from Continuing Operations, page 14
6.We note your presentation of your Non GAAP measure Adjusted Income Tax Expense
from Continuing Operations includes an adjustment for Other income tax adjustments
which are defined as certain income tax adjustments for the purposes of presenting the
Company’s expected annual non-GAAP effective tax rate to facilitate a more meaningful
evaluation of the Company’s current operating performance and comparisons to the
Company’s operating performance in other periods. In order to better understand
the adjustment, please better describe the nature of such adjustment, how you calculated
the adjustment and the reason such adjustment is useful to investors.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Ameen Hamady at 202-551-3891 or in his absence, Shannon
Menjivar at 202-551-3856 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction