Jacobs Solutions (J) 10-K risk factor changes: FY2016 vs FY2015

Construction and maintenance sites often put our employees and others in close proximity with large pieces of mechanized equipment, moving vehicles, chemical and manufacturing processes, and highly regulated materials, in a challenging [removed: environment.][added: environment, and often in geographically remote locations.]

On many [removed: sites] [added: sites,] we are responsible for safety and, accordingly, must implement safety procedures.

Our vulnerability to the cyclical nature of the markets in which our clients operate is exacerbated during economic downturns [removed: or time] [added: and times] of political uncertainty.

These conditions have [removed: reduced ,] [added: reduced,] and may continue to reduce, the demand for our services, which has had, and may continue to [removed: have] [added: have,] a significant negative impact on our business, financial condition and results of operations.

Current economic and political conditions also make it extremely difficult for our clients, our vendors, and us to accurately forecast and plan future business [removed: activities and could cause businesses to continue to slow spending on our services.][added: activities.]

We cannot predict the timing, strength or duration of any economic [removed: slowdown or subsequent economic] recovery [added: or downturn] worldwide or in our clients’ markets.

In addition, our business has traditionally lagged recoveries in the general economy and, therefore, may [added: not recover as quickly as the economy at large.]

A continuation or worsening of current weak economic [removed: conditions] [added: conditions, a failure to obtain expected benefits from any increased infrastructure spending,] or a reduction in government spending could have a material adverse impact on our business, financial condition, and results of operations.

Our project execution activities may result in liability for faulty [removed: engineering] services.

If we fail to provide our services in accordance with applicable professional standards, we could be exposed to [removed: large] [added: significant monetary] damages or even criminal violations.

An uninsured claim, either in part or in whole, as well as any claim covered by insurance but subject to a high deductible, if successful and of a material magnitude, could have a [removed: substantial] [added: material adverse] impact on our [added: business, financial condition and results of] operations.

The extent of [removed: such] [added: our] competition varies by industry, geographic market, and project type.

For example, with respect to our [removed: construction] [added: construction,] and operations and maintenance services, clients generally award large projects to large contractors, which may give our larger competitors an advantage when bidding for these projects.

Competition can place downward pressure on our contract prices and profit margins, and may force us to accept contractual terms and conditions that are less favorable to us, thereby increasing the risk [removed: that] [added: that, among other things,] we may not realize profit margins at the same rates as we've seen in the [added: past or may become responsible for costs or other liabilities we have not accepted in the] past.

[removed: In addition,] [added: Furthermore,] many of these contracts are subject to financing contingencies and as a result, we are subject to the risk that the customer will not be able to secure the necessary financing for the project.

If an expected contract award is delayed or not received, we may incur additional costs resulting from reductions in staff or redundancy of [removed: facilities] [added: facilities,] which could have a material adverse effect on our business, financial condition and results of operations.

Our insurance programs have varying [removed: exclusions,] [added: exclusions for matters such as fraud,] coverage limits and maximums, and insurance companies may seek to deny claims we might make.

For example, catastrophic events can result in decreased coverage limits, [added: coverage that is] more [removed: limited coverage,] [added: limited, or] increased premium costs or deductibles.

[removed: If any of our third party insurers fail, abruptly cancel our] coverage or otherwise cannot satisfy their insurance requirements to us, then our overall risk exposure and operational expenses could be increased and our business operations could be interrupted.

Pending or future claims against us could result in professional liability, product liability, criminal liability, warranty obligations, [added: default under our credit agreements] and other liabilities which, to the extent we are not insured against a loss or our insurer fails to provide coverage, could have a material adverse impact on our business, financial condition, and results of operations.

For fiscal [removed: 2015,] [added: 2016,] approximately [removed: 17.0%] [added: 18%] of our revenues were earned under fixed-price contracts.

For [removed: these] [added: fixed-price] contracts, we may benefit from any cost-savings, but we bear the risk of paying some, if not all, of any cost overruns.

If these estimates prove inaccurate, there are errors or ambiguities as to contract specifications, or if circumstances change due to, among other things, unanticipated technical problems, difficulties in obtaining permits or approvals, changes in local laws or labor conditions, weather or other delays beyond our control, changes in the costs of [added: equipment or] raw materials, [removed: or] our vendors’ or subcontractors’ inability or failure to perform, [added: or changes in general economic conditions,] then cost overruns may occur and we could experience reduced profits or, in some cases, a loss for that project.

From time to time, it may be difficult to attract and retain qualified individuals with the [removed: expertise] [added: expertise,] and in the [removed: timeframe] [added: timeframe,] demanded by our clients, or to replace such personnel when needed in a timely manner.

[removed: In addition,] [added: Furthermore,] some of our personnel hold government granted clearance that may be required to obtain government projects.

As of the end of fiscal [removed: 2015,] [added: 2016,] our backlog totaled approximately $18.8 billion.

The risk of contracts in backlog being cancelled or suspended generally increases during periods of [removed: wide-spread] [added: widespread] economic [removed: slowdowns.][added: slowdowns or in response to changes in commodity prices.]

The revenue for certain contracts included in backlog [removed: are] [added: is] based on estimates.

[removed: As a result, our] [added: Our] government clients may reduce the scope or terminate our contracts for convenience or decide not to renew our contracts with little or no prior notice.

Since government contracts represent a significant percentage of our revenues (for example, those with the U.S. federal government represented approximately [removed: 21.7%] [added: 21.4%] of our total revenue in fiscal [removed: 2015),] [added: 2016 ),] a significant reduction in government funding or the loss of such contracts could have a material adverse impact on our business, financial condition, and results of operations.

The U.S. federal government has increasingly relied upon multiple-year contracts with multiple contractors that generally require those contractors to engage [removed: in an additional competitive bidding process for each task order issued under a contract.]

In addition, government contracts are subject to specific procurement regulations and a variety of other socio-economic requirements, which [removed: affects] [added: affect] how we transact business with our clients and, in some instances, impose additional costs on our business operations.

For example, for contracts with the U.S. federal government, we must comply with the Federal Acquisition Regulation, the Truth in Negotiations Act, the Cost Accounting Standards, the Service Contract Act, and numerous regulations [removed: governing,] [added: governing] environmental [removed: protection,] [added: protection] and employment practices.

For example, government agencies such as the U.S. Defense Contract Audit Agency routinely review and audit us to determine the adequacy of and our compliance with [added: our internal control systems and policies and whether allowable costs are in accordance with applicable regulations.]

If we violate a rule or regulation, fail to comply with a contractual or other requirement or do not satisfy an audit, a variety of penalties can be imposed [added: on us] including monetary damages and criminal and civil penalties.

The occurrence of any of these actions could harm our reputation and [removed: could have a material adverse impact on] our business, financial condition, and results of [removed: operations.][added: operations could be negatively impacted.]

To the extent this occurs, our [removed: operations] [added: business, financial condition] and results of operations could be negatively impacted.

As is common in [removed: the] [added: our] industry, we perform certain contracts as a member of joint ventures, partnerships, and similar arrangements.

[removed: Much] [added: Third-party subcontractors we hire perform much] of the work performed under our [removed: contracts is performed by third-party subcontractors we hire.][added: contracts.]

If we are not able to locate qualified third-party subcontractors or the amount we are required to pay for subcontractors or equipment and supplies exceeds what we have estimated, especially in a [removed: lump-sum] [added: lump sum] or a fixed-price contract, we may suffer losses on these contracts.

For example, following the recent U.S. elections, many observers

expect spending on U.S. infrastructure to increase significantly.

There is no assurance that such spending will occur or that the Company will benefit from any increase in spending.

Furthermore, declines in commodity prices can negatively impact our business in regions whose economies are substantially dependent on commodity prices, such as the Middle East.

The markets we serve are highly competitive and we compete against a large number of regional, national, and multinational companies.

Our projects are frequently awarded through a competitive bidding process, which is standard in our industry.

We are constantly competing for project awards based on pricing, schedule and the breadth and technical sophistication of our services.

In addition, many of our contracts require us to satisfy specific progress or performance milestones in order to receive payment from the customer.

As a result, we may incur significant costs for engineering, materials, components, equipment, labor or subcontractors prior to receipt of payment from a customer.

If any of our third party insurers fail, abruptly cancel our

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In addition, we may enter into guaranteed maximum price contracts where we guarantee a price or delivery date.

Loss of the services of, or failure to recruit, qualified technical and management personnel could limit our ability to successfully complete existing projects and compete for new projects.

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Backlog represents the total dollar amount of revenues we expect to record in the future as a result of performing work under contracts that have been awarded to us.

Legislatures typically appropriate funds on a year-by-year basis, while contract performance may take more than one year.

As a result, contracts with government agencies may be only partially funded or may be terminated, and we may not realize all of the potential revenue and profit from those contracts.

in an additional competitive bidding process for each task order issued under a contract.

In addition, in many of the countries in which we engage in joint ventures, it may be difficult to enforce our contractual rights under the applicable joint venture agreement.

If we are not able to enforce our contractual rights, we may not be able to realize the benefits of the joint venture or we may be subject to additional liabilities.

Some of our customers, suppliers and subcontractors depend on access to commercial financing and capital markets to fund their operations.

Disruptions of the credit or capital markets could adversely affect our clients’ ability to finance projects and could result in contract cancellations or suspensions, project delays and payment delays or defaults by our clients.

In addition, clients may be unable to fund new projects, may choose to make fewer capital expenditures or otherwise slow their spending on our services or to seek contract terms more favorable to them.

Our government clients may face budget deficits that prohibit them from funding proposed and existing projects or that cause them to exercise their right to terminate our contracts with little or no prior notice.

In addition, any financial difficulties suffered by our subcontractors or suppliers could

increase our cost or adversely impact project schedules.

These disruptions could materially impact our backlog and have a material adverse impact on our business, financial condition, and results of operations.

negatively impact our revenue.

For example, in fiscal 2016, 2015, and 2014, approximately

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| | • | Potential non-compliance with a wide variety of laws and regulations, including anti-corruption, export control and anti-boycott laws and similar non-U.S. laws and regulations; |

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| | • | Expropriation and nationalization of our assets in a foreign country; |

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not recover as quickly as the economy at large.

our internal control systems and policies and whether allowable costs are in accordance with applicable regulations.

In addition, some of our clients depend on the availability of credit to help finance their capital projects.

Our inability to obtain

security breach were to occur, our ability to procure future government contracts could be severely limited.

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| • | Our Board of Directors is divided into three staggered classes (although our Board of Directors is currently being destaggered); |

Critical Accounting Policies [added: and Estimates]

In order to understand better the changes that occur to key elements of our financial condition, results of operations, and cash flows, a reader of this Management’s Discussion and Analysis [added: of Financial Condition and Results of Operations] (“MD&A”) should be aware of the critical accounting policies we apply in preparing our consolidated financial statements.

Revenue Accounting for Contracts and Use of Joint [removed: Ventures—In] [added: Ventures —In] general, we recognize revenues at the time we provide services.

In making such estimates, judgments are required to evaluate the possible effects of variances in [removed: schedule;] [added: schedule,] the costs of materials and [removed: labor; productivity;] [added: labor, productivity,] and the impact of change orders, claims, contract disputes, and achievement of contractual performance standards.

For multiple contracts with a single [removed: customer] [added: customer,] we account for each contract separately.

None of our joint ventures have [added: third-party debt or credit facilities.]

[removed: Rarely do they, in and of themselves, present any risk of loss to us or to our partners] separate from those that we would carry if we were performing the contract on our own.

Accounting for Stock Issued to Employees and [removed: Others—] [added: Others —] We measure the cost of employee services received in exchange for an award of equity instruments based on the estimated grant-date fair value of the award.

Like all option-pricing models, the Black-Scholes model requires the use of [removed: highly] subjective assumptions including (i) the expected volatility of the market price of the underlying stock, and (ii) the expected term of the award, among others.

Accordingly, changes in assumptions and any subsequent adjustments to those assumptions can cause [removed: drastically] different fair values to be assigned to our stock option awards.

Accounting for Pension [removed: Plans— The] [added: Plans — the] accounting for pension plans requires the use of assumptions and estimates in order to calculate periodic pension cost and the value of the plans’ assets and liabilities.

The actuarial assumptions used in determining the funded statuses of the plans are provided in Note [removed: 6] [added: 7] – Pension Plans of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.

The expected rates of return on plan assets for fiscal [removed: 2016] [added: 2017] range from 3.5% to 8.5% compared to [removed: 4.5%] [added: 3.5%] to 8.5% for the prior year.

We believe the range of rates selected for fiscal [removed: 2016] [added: 2017] reflects the long-term returns expected on the plans’ assets, considering recent market conditions, projected rates of inflation, the diversification of the plans’ assets, and the expected real rates of market returns.

The discount rates used to compute plan liabilities were changed from a range of [removed: 1.8%] [added: 1.6%] to [removed: 8.8%] [added: 7.8%] in fiscal [removed: 2014] [added: 2015] to a range of [removed: 1.6%] [added: 0.7%] to [removed: 7.8%] [added: 7.0%] in fiscal [removed: 2015.][added: 2016.]

For example, if the discount rate used to value the net pension benefit obligation (“PBO”) at [removed: October 2, 2015,] [added: September 30, 2016,] was higher (lower) by 0.5%, the PBO would have been lower (higher) at that date by approximately [removed: $102.1] [added: $124.4] million for non-U.S. plans, and by approximately [removed: $25.8] [added: $9.1] million for U.S. plans.

If the expected return on plan assets was higher (lower) by 1.0%, the net periodic pension cost for fiscal [removed: 2016] [added: 2017] would be lower (higher) by approximately [removed: $9.0] [added: $10.0] million for non-U.S. plans, and by approximately [removed: $3.6] [added: $1.3] million for U.S. plans.

Differences between actuarial assumptions and actual performance (i.e., actuarial gains and losses) that are not recognized as a component of net periodic pension cost in the period in which such differences [added: arise are recorded to accumulated other comprehensive income (loss) and are recognized as part of net periodic pension cost in future periods in accordance with U.S. GAAP.]

Contractual Guarantees, Litigation, Investigations, and [removed: Insurance—] [added: Insurance —] In the normal course of business, we are subject to certain contractual guarantees and litigation.

Testing Goodwill for Possible [removed: Impairment—] [added: Impairment —] The goodwill carried on our Consolidated Balance Sheets is tested annually for possible impairment.

During the [removed: first] [added: second] quarter of fiscal 2016, we [removed: announced a reorganization of] [added: reorganized] our operations around four global lines of business.

The four global [removed: lines of business] [added: LOBs] are: Petroleum & Chemicals, Buildings & Infrastructure, Aerospace & Technology, and Industrial.

[removed: For fiscal years 2014 through 2015, we] [added: We] used both an income approach and a market approach to test our goodwill for possible impairment.

Under the income approach, fair value is [added: determined by using the discounted cash flows of our reporting units.]

The fair values for each reporting unit exceeded the respective book values [removed: by over 20%] [added: ranging from 28%] to [removed: 40%.][added: 90%.]

We have determined that the fair value of our reporting units substantially exceeded their respective carrying values for [removed: fiscal years 2015, 2014, and 2013.][added: the Balance Sheets presented.]

Fiscal [added: 2016 Compared to Fiscal] 2015 [removed: — Overview]

During the second quarter of fiscal 2015, the Company commenced a series of initiatives intended to improve operational efficiency, reduce costs, and better position itself to drive growth of the business in the future (the [removed: "2015] [added: " 2015] Restructuring").

The Company's consolidated results of operations for fiscal [removed: 2015] [added: 2016] include a [removed: $157.2] [added: $187.9] million pre-tax impact relating to costs associated with the 2015 Restructuring.

The [added: majority of the] costs of the 2015 Restructuring are [removed: almost entirely] included in selling, general, and administrative expense in the accompanying Consolidated Statements of Earnings.

The following table summarizes the effects of the 2015 Restructuring [added: and other events] on the Company's consolidated results of operations for fiscal [added: 2016 and fiscal] 2015 (in thousands, except for earnings per share):

| [removed: Consolidated pre-tax earnings (loss)] [added: Earnings Before Taxes] | | $ | 430,137 | | | $ | (157,192 | ) | | $ | 587,329 | |

| [added: Income] Tax [removed: (expense) benefit] [added: Benefit (Expense)] | | [removed: (101,255] | [added: (101,255] | ) | | [added: |] 49,278 | | | | (150,533 | [removed: |] ) |

| Net earnings of the Group | | [added: |] 328,882 | | | | (107,914 | [removed: |] ) | | [removed: 436,796] | [added: 436,796] | |

| Net earnings [removed: of] [added: Attributable to] Jacobs | | $ | 302,971 | | | $ | (107,914 | ) | | $ | 410,885 | |

| Diluted [removed: earnings (loss)] [added: Earnings] per share | | $ | 2.40 | | | $ | (0.86 | ) | | $ | 3.26 | |

The [removed: 2014] [added: 2015] Restructuring and Other [removed: Unusual] Events Affecting Fiscal [removed: 2014][added: 2016]

[removed: In addition to the 2014 Restructuring and] [added: Also influencing] the [removed: acquisition] [added: comparability] of [removed: SKM,] the Company's [removed: consolidated] [added: fiscal 2015] results of operations [removed: for] [added: to] fiscal 2014 were [removed: affected by] the [removed: following discrete events:][added: 2015 Restructuring and the 2014 Events below:]

| [added: |] • | $6.8 million, or $0.05 per diluted share, increase to net earnings due to the favorable resolution of an international tax matter in the first quarter of fiscal 2014; as a result of these events, approximately $4.1 million of accrued interest expense was reversed; |

| [added: |] • | $6.4 million, or $0.05 per diluted share, increase to net earnings related to a gain on the sale of certain intellectual property in the second quarter of fiscal 2014; |

Generally they do not, in and of themselves, present any risk of loss to us or to our partners

We may, however, be exposed to additional risk through the use of joint ventures.

See Item 1A – Risk Factors above.

The four global lines, which represent our reporting units, are: Petroleum & Chemicals, Buildings & Infrastructure, Aerospace & Technology, and Industrial.

Previously, the Company had two reporting units “Europe” and “Non-Europe”.

In conjunction with the aforementioned reorganization, we performed a quantitative impairment test and we allocated goodwill among our new reporting units based on the relative fair value of the four reporting units.

As a result, in the second quarter of fiscal 2016, we performed a quantitative assessment of goodwill for each of the Company’s reporting units (both immediately before and after the reorganization).

Based on this quantitative assessment, the fair value of each of the reporting units (pre and post reorganization) exceeded their respective net book values, and accordingly, no impairment charge was necessary as a result of the reorganization.

The Company’s discount rate reflects a weighted average cost of capital (“WACC”) for a peer group of companies representative of the Company’s respective reporting units.

In performing the Company’s annual impairment test as of the end of the third quarter of fiscal 2016 the Company performed a qualitative assessment, and determined that it was more likely than not that the fair value of its reporting units exceeded their carrying amounts.

As a result, the Company is not required to proceed to a quantitative impairment assessment.

Fiscal 2016

During the second quarter of fiscal 2016, we reorganized our operating and reporting structure around four lines of business (“LOB”).

Previously, the Company operated its business as a single segment.

The 2015 Restructuring was not completed in fiscal 2015, and actions related to the 2015 Restructuring continued throughout fiscal 2016.

The Company previously announced on July 15, 2016 that it had sold its Jacobs France subsidiary.

The sale is part of the Company’s strategy to streamline our overall operational efficiency in regions that fit within our target markets and geographies.

The loss on the sale of our French subsidiary was $17.1 million, or $0.14 per diluted share.

In addition to the 2015 Restructuring and the sale of our French subsidiary, the Company’s consolidated results of operations for fiscal 2016 also include a non-cash write-off on an equity investment of $10.4 million, or $0.09 per share.

The write off of the equity investment and the loss on sale of our French subsidiary are included in Loss on Disposal of Business and Investments on the Consolidated Statements of Earnings.

| | | September 30, 2016 | | | | | | | | | | |

| | | U.S. GAAP | | | | Effects of 2015 Restructuring and other items | | | | Without 2015 Restructuring and other items | | |

| Selling, general and administrative | | $ | 1,429,233 | | | $ | (187,630 | ) | | $ | 1,241,603 | |

| Earnings Before Taxes | | | 286,723 | | | | (229,317 | ) | | | 516,040 | |

| Income Tax Benefit (Expense) | | | (72,208 | ) | | | 66,225 | | | | (138,433 | ) |

| Net earnings of the Group | | | 214,515 | | | | (163,092 | ) | | | 377,607 | |

| Net Earnings Attributable to Noncontrolling Interests | | | (4,052 | ) | | | — | | | | (4,052 | ) |

| Net earnings Attributable to Jacobs | | $ | 210,463 | | | $ | (163,092 | ) | | $ | 373,555 | |

| Diluted Earnings per share | | $ | 1.73 | | | $ | (1.35 | ) | | $ | 3.08 | |

| Selling, general and administrative | | $ | 1,522,811 | | | $ | (154,283 | ) | | $ | 1,368,528 | |

| Net Earnings Attributable to Noncontrolling Interests | | | (25,911 | ) | | | — | | | | (25,911 | ) |

2016 Overview

The Company's GAAP net earnings for fiscal 2016 decreased by $92.5 million, or 30.5%, when compared to fiscal 2015.

The Company’s results for fiscal 2016 when compared to the prior year were negatively impacted by the 2015 Restructuring, the loss on sale of our French subsidiary of $17.1 million, and the non-cash write-off on an equity investment of $10.4 million mentioned above.

Also influencing the comparability of the Company’s fiscal 2016 consolidated results to fiscal 2015 were (i) a $0.09 per diluted share tax benefit related to an international tax matter recorded in first quarter of fiscal 2016; (ii) a $0.03 net benefit per diluted share benefit related to several items, including the release of a foreign tax reserve and a one-time benefit in noncontrolling interests relating to certain work performed by one of our partially owned subsidiaries; partially off-set by the impact of a customer bankruptcy and a litigation settlement in the second quarter of fiscal 2016; (iii) a one-time tax related and other items of $4.1 million, or $0.03 per share in the fourth quarter of fiscal 2016; and (iv) a one-time tax benefit of $23.1 million, or $0.18 per share related to the 2015 Inter-company Debt Refinancing recorded in the second quarter of fiscal 2015.

Backlog at September 30, 2016 was $18.8 billion, and is essentially flat year over year.

At the end of fiscal 2016, $347.5 million remained available under the current plan.

During fiscal year 2016, the Company acquired J.L. Patterson & Associates and The Van Dyke Technology Group, Inc. These acquisitions were not material to the Company’s consolidated results for fiscal 2016.

During the second quarter of fiscal 2016, we reorganized our operating and reporting structure around four lines of business (“LOB”).

This reorganization is intended to better serve our global clients, leverage our workforce, help streamline operations, and provide enhanced growth opportunities.

third-party debt or credit facilities.

Due to the uncertainties inherent in the use of assumptions and the results of applying Monte Carlo Simulations, the amount of expense recorded in the accompanying consolidated financial statements may not be representative of the effects on our future consolidated financial statements because equity awards tend to vest over several years and additional equity awards may be made in the future.

arise are recorded to accumulated other comprehensive income (loss) and are recognized as part of net periodic pension cost in future periods in accordance with U.S. GAAP.

For fiscal 2015 and consistent with prior years, we determined that we have two reporting units, which are based on geography.

We refer to these reporting units internally as “Europe” and “Non-Europe”.

Each of our reporting units conducts the business activities described elsewhere in this 2015 Form 10-K, which includes providing professional technical services such as design, engineering, and architectural services; construction and/or construction management services; and operations and maintenance services.

Our geography-based reporting units reflect the Company’s organizational structure, which is based predominately on geography, as well as our acquisition strategy, which favors acquisition targets that, among other things, provide access to new geographic areas.

Our reporting units represent rational groupings into which substantially all of our major acquisitions (which are responsible for the goodwill appearing in our Consolidated Balance Sheets) have been assimilated, and where all of the operations under each reporting unit share in the benefits of the goodwill created by our acquisitions.

Each business unit has a president that reports directly to the Company's President & CEO.

As part of the reorganization, certain support functions (i.e. Sales), which have been managed centrally for many years, will be embedded in the new business units and will report to the respective line of business presidents.

The costs of other support functions (e.g., accounting, legal, human resources, and information technology) and certain other activities (e.g., global insurance) will either be assigned or allocated to each new business unit using a rationale method of assignment / allocation, or will remain an element of corporate general and administrative expenses.

In addition, the Company has significantly modified its major cash incentive plan utilizing forecasted performance metrics aligned along the new lines of business.

We are in the process of modifying our systems and work processes to report the results of these business units accurately and timely.

We are also developing processes for accurately eliminating inter-unit revenue and profit.

We expect to complete our system and other process changes so that we may accurately report operating results by line of business to the Company's President & CEO no later than the second quarter of fiscal 2016.

determined by using the discounted cash flows of our reporting units.

The key assumptions used to determine the fair value of our reporting units in our testing were:

Income Approach

With respect to the income approach, we utilized internal financial projections through fiscal 2018 (for the fiscal 2014 impairment analysis) and fiscal 2019 (for the fiscal 2015 impairment analysis).

We assumed a weighted average cost of capital of 11.00% (for the fiscal 2014 impairment analysis) and 11.25% (for the fiscal 2015 impairment analysis).

We also assumed a residual period growth rate of 3.00% (for both the fiscal 2014 and fiscal 2015 impairment analyses).

Market Approach

With respect to the market approach, for guideline publicly traded companies reasonably comparable to the Company's reporting units, the Company used multiples ranging from 5.9 to 7.6 of EBITDA (earnings before interest, taxes, depreciation, and amortization) and 7.6 to 10.0 of EBIT (earnings before interest and taxes), for the fiscal year 2014 test applied to the projected fiscal year 2014 to 2016 financial results for each of our reporting units.

The Company used multiples ranging from 6.3 to 6.4 of EBITDA and 7.4 to 7.5 of EBIT, for the fiscal year 2015 test applied to the projected fiscal year 2015 to 2017 financial results for each of our reporting units.

Based on the most recent results of our annual impairment tests, there were no indications of impairment of the goodwill shown in our Consolidated Balance Sheets at either October 2, 2015, or September 26, 2014.

Furthermore, the Company performed an interim impairment assessment at October 2, 2015, and concluded that it was not more likely than not that the fair value of either reporting unit had been reduced to an amount below its carrying amount.

Fiscal Year

The Company’s fiscal year ends on the Friday closest to September 30 (determined on the basis of the number of workdays) and, accordingly, an additional week of activity is added every five\-to-six years.

Fiscal 2015 results of operations includes an additional week of operations as compared to fiscal 2014 and fiscal 2013, which was not material to the Company's fiscal 2015 consolidated results of operations.

The 2015 Restructuring

We are not exiting any service types or client end-markets.

The Company expects to largely complete the 2015 Restructuring by the end of the first quarter of fiscal 2016.

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| Non-controlling interests | | (25,911 | | ) | | — | | | | (25,911 | | ) |

During the third quarter of fiscal 2014, the Company initiated the "2014 Restructuring".

In recognition of the slowdown in several of the Company's clients' end markets, the Company implemented a series of initiatives which, much like the 2015 Restructuring, were intended to improve operational efficiency and reduce costs, and also to accelerate the integration of SKM.

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As used herein, the term "2014 Events" refers to the combined effects of both the 2014 Restructuring and the unusual events described above.

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| [added: |] • | Oil and gas exploration, production, and refining; |

| [added: |] • | Chemicals and polymers; |

| [added: |] • | Programs for various national governments, including aerospace, defense, and environmental programs; |

| [added: |] • | Buildings (including specialized buildings for clients operating in the fields of healthcare, education, and high technology; governmental complexes; other specialized civic and mission critical buildings, installations, and laboratories; and retail and commercial buildings); |

| [added: |] • | Infrastructure and telecommunications; |

| [added: |] • | Mining and minerals; |

| [added: |] • | Pharmaceuticals and biotechnology; |

| [added: |] • | Power; |

| [added: |] • | Pulp and paper; |

| [added: |] • | Technology and manufacturing; and, |

| [added: |] • | Food and consumer products, among others. |

We are headquartered in [removed: Pasadena, California,] [added: Dallas, Texas,] USA, and provide our services through more than 200 offices located around the globe, primarily in North America, South America, Europe, the Middle East, India, Australia, Africa, and Asia.

From feasibility studies to design, to engineering, to construction, to start-up and commissioning, and then to operations and maintenance, we [removed: customize our services to meet business and project goals.]

[removed: JacobsValue+SM] [added: JacobsValue+ SM] ("Value Plus") is an internal tool we use to document and quantify the actual value or savings we provide to our clients and their projects.

The [removed: Company's Culture][added: Company’s Strategy]

[removed: BeyondZero® ,] [added: BeyondZero®,] the name of our program that promotes our culture of caring, moves beyond efforts to have an incident and injury-free safety performance.

Our culture, and our Code of Conduct [removed: that] [added: which] is signed annually by all employees, [removed: prescribes] [added: prescribe] that everyone at the Company must adhere to Jacobs’ Core Values and ethical code, and comply with the laws that govern the Company’s activities worldwide.

| [added: |] • | People are our greatest asset; |

| [added: |] • | We are relationship-based; and |

| [added: |] • | [removed: Growth] [added: Profitable growth] is an imperative. |

[removed: Jacobs is driven to continuously] improve [removed: efficiencies] [added: efficiency] and reduce energy and [removed: resources,] [added: resource use,] practices that drive down costs and contribute to a lower impact on the environment.

| [added: |] • | Sustainable development is a corporate priority; |

| [added: |] • | We seek broad, deep, differentiated capabilities and services; |

| [added: |] • | Sustainable development is integrated into our business; |

| [added: |] • | Training and education are important; |

| [added: |] • | Our facilities and operations follow sustainable principles; |

| [added: |] • | We contribute to the common effort for sustainability; and |

| [added: |] • | We are open and transparent. |

Although we are a large company with over [removed: 64,000] [added: 54,000] employees in over 25 countries, our employees are unified in their focus on superior value, safety, and ethical business practices regardless of the country in which they work, and employees frequently move around the system as they grow their careers.

We market our services to clients in a wide range of [removed: public and] [added: public,] institutional, process, and industrial markets.

We increase our opportunities through [removed: selective] [added: focused] market diversity, and are able to price contracts [removed: more] competitively and enhance overall profitability while delivering additional value to our clients by integrating and bundling our services.

Because of our [removed: selective] [added: focused] market diversity, we believe we are [removed: well-positioned] [added: well positioned] to address a wide range of opportunities across many markets and geographies, which helps us grow our business.

[removed: We favor acquisitions that allow us to] [added: This will be done by] (i) [removed: expand] [added: expanding] into a new client market; (ii) [removed: enhance] [added: enhancing] the range of services we provide existing clients; and/or (iii) [removed: access] [added: accessing] new geographic areas in which our clients either already operate or plan to expand.

By expanding into new geographic areas and adding to our existing technical and project management capabilities, we strive to position ourselves as a preferred, single-source provider of technical, professional, and construction services to our [removed: major] clients.

| [added: |] • | On March 31, 2015, we acquired Suzhou Hans Chemical Engineering Co. ("SHCE") headquartered in China. SHCE has two specialty Class A design licenses in China’s Chemical, Petrochemical and Pharmaceutical industries, which [removed: allows] [added: allow] the firm to provide engineering design for all types of chemical projects in China irrespective of project size plus procurement and project management services for various projects in China. These combined resources enable Jacobs to offer customers in China a complete spectrum of services for all types of chemical and petrochemical projects. |

| [added: |] • | On July 1, 2014, we acquired Federal Network Systems ("FNS"), a subsidiary of Verizon Communications headquartered in Ashburn, Virginia. FNS provides systems integration and communication, information technology and data security solutions for the global [removed: market] [added: market,] with a particular focus on supporting the Intelligence Community, the U.S. Department of Defense ("DoD"), and federal civilian customers. FNS designs, integrates, secures, operates and maintains highly [removed: complex] [added: complex,] mission critical voice, data and video networks. |

| [added: |] • | On February 7, 2014, we acquired Eagleton Engineering, LLC ("Eagleton") headquartered in Houston, Texas. The acquisition [removed: enhances] [added: enhanced] our capabilities in midstream and upstream pipeline engineering, design and field surveying services. Eagleton specializes in pipeline engineering, primarily providing professional services and resources to the oil, gas and petrochemical industries. The firm’s services cover the full life cycle of project planning and delivery, from conceptual studies and design to full turnkey engineering, procurement and construction solutions and operational support. |

| [added: |] • | On December 24, 2014, we acquired the assets of FMHC Corporation [removed: ("FMHC")] [added: ("FMHC"),] headquartered in Chicago, Illinois. This acquisition enhances our ability to provide turnkey wireless communications site development, design, network deployment, construction, and related services to clients operating in the wireless telecommunications industry. |

| [added: |] • | On December 20, 2013, we acquired Stobbarts Limited, a construction firm based in West Cumbria, United Kingdom. The acquisition [removed: enhances] [added: enhanced] our capabilities in nuclear, decommissioning, construction and civil engineering. |

| [added: |] • | On December 13, 2013, we acquired Sinclair Knight Merz Management Pty Limited and Sinclair Knight Merz Holdings Limited (collectively, "SKM"), a provider of engineering, design, procurement, construction and project management [removed: services.] [added: services headquartered in Sydney, Australia.] Due to its size and complexities, more information about the SKM acquisition is provided throughout this report. |

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customize our services to meet business and project goals.

During fiscal 2016, we undertook a deep analysis of our current business and markets to determine where we had opportunities to improve and where we would invest our resources in the coming years to maximize our returns.

The corporate strategy developed from this analysis is supported by strategies for each line of business, focusing on how we would execute the strategy.

These strategies are being finalized, and are expected to be communicated to shareholders and the financial community at the Company’s Investor Day, to be held on December 1, 2016.

Employees and Safety

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Jacobs is driven to continuously

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We favor acquisitions that are aligned with our growth strategy, which targets enhancements of our market position and adding value to our customers and shareholders.

| | • | On April 12, 2016, we acquired The Van Dyke Technology Group, Inc. (“Van Dyke”) headquartered in Columbia, Maryland. Van Dyke provides advanced cybersecurity services and solutions designed to protect sensitive information within classified networks, with a focus on supporting the U.S. Intelligence Community. |

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| | • | On December 7, 2015, we acquired J.L Patterson & Associates (“JLP”) headquartered in Orange, California. JLP is a consulting and professional services engineering firm specializing in rail planning, environmental permitting, design and construction management. It provides services to numerous public transit agencies and is a major provider of professional consulting services to Class 1 railroads across the U.S. |

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We provide four broad categories of services:

| | |

| --- | --- |

| • | Project Services (including engineering, design, architecture, interiors, planning, environmental, and similar services); |

| • | Process, Scientific, and Systems Consulting Services (including services performed in connection with scientific testing, analysis, and consulting activities, as well as information technology and systems engineering and integration activities); |

| • | Construction Services (encompassing traditional field construction services as well as modular construction consulting capabilities, direct hire construction, and construction management services); and |

| • | Operations and Maintenance Services (including services performed in connection with operating large, complex facilities on behalf of clients, as well as services involving process plant and facilities maintenance). |

Our Business Model

Our organizational structure and integrated system for delivering services are key components of our business strategy.

Our operating units generally use a matrix organizational structure whereby our project management functions are supported by the various technical planning, design, and construction disciplines that are necessary to effectively execute long-term engineering and construction contracts.

We recognize that technical expertise alone cannot grow our business; project management skills and the ability to manage multi-million dollar projects and programs for our clients are critical to our success.

Crucial functions, such as project controls and procurement, are embedded within each of our regions and serve operations by providing specialized services required by projects.

Our business is set up to foster cooperation among teams and across our operating units.

Historically, we have not operated “profit centers” within the Company, nor do we allow our operating groups to compete against each other for contracts.

The following three ideas support our business model:

Multi-Domestic Approach

We work in many countries with locally-staffed offices that share a common set of values, tools, and a single vision, while maintaining one-on-one contact with individual clients.

This multi-domestic approach enables us to provide customized service suited to the locale while still taking advantage of the Company’s global network.

Boundaryless Approach

Our diversity encompasses our people, geographic reach, expertise, and technical capabilities.

On projects around the world, we enhance local expertise with the best talent and the best technology available anywhere throughout the Company.

This seamless, boundaryless approach keeps us flexible and enhances our ability to develop the best possible solutions for our clients, regardless of office or project location.

Cost Management Approach

As the global economy expands and companies providing technical, professional, and construction services are required to compete against each other across geographic boundaries, companies that can provide their clients with cost-efficient solutions to their project needs have the advantage.

With a strong focus on managing costs, we provide savings to clients and deliver superior technical, professional, and construction services safely, efficiently, and within the cost and time parameters our clients require.

Jacobs’ corporate functions include Project Delivery, Safety, Finance and Administration, Legal, Human Resources, Information Technology, Compliance and, through fiscal 2015, Global Sales and Marketing, which are all integral to our success.

Closely linked to our relationship-based business model is our multi-domestic geographic strategy.

Our core clients can depend on us for assistance with their engineering and construction needs when they move projects around the world.

We therefore follow our clients into new geographic regions, which helps us perform meaningful portions of their projects by utilizing local resources rather than exporting the work to other offices.

technical training services, and contingent workforce services to the automotive manufacturing industry.

The business is headquartered in Detroit, Michigan.

Financial Information About Segments

Although we describe our business in this Annual Report on Form 10-K in terms of the various services we provide, the markets in which our clients operate, and the geographic areas in which we operate, we have concluded that our operations may be aggregated into one reportable segment pursuant to those accounting principles generally accepted in the U.S. (“U.S. GAAP”).

In making this determination, we considered the various economic characteristics of our operations, including: the nature of the services we provide, the nature of our internal processes for delivering and distributing those services, and the types of customers we have.

There is a high degree of similarity among the workforces employed across the categories of services we provide.

For example, professionals in engineering and design services (i.e., services provided by persons who are degreed, and in certain circumstances licensed, such as engineers, architects, scientists, and economists) exist in all four service categories.

In addition, there is a high degree of similarity among a significant component of the workforces we employ to perform construction and operations and maintenance ("O&M") projects.

In providing construction and O&M services, we employ a large number of skilled craft labor personnel.

These may include welders, pipe fitters, electricians, crane operators, and other personnel who work on very large capital projects (in the case of projects classified within the construction services category) or on smaller capital projects (in the case of maintenance projects classified within the O&M services category).

All of our offices use a matrix organizational structure.

The information required by this Item 3 is included in Note [removed: 11] [added: 12] — Contractual Guarantees, Litigation, Investigations, and Insurance of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K and is incorporated herein by reference.

Page 31

| | |

For the fiscal year ended [removed: October 2, 2015] [added: September 30, 2016] Commission File No. 1-7463

Indicate by check-mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: [removed: ý] [added: ☒] Yes [removed: ¨] [added: ☐] No

[removed: ¨] [added: ☐] Yes [removed: ý] [added: ☒] No

[removed: ý] [added: ☒] Yes [removed: ¨] [added: ☐] No

[removed: ý] [added: ☒] Yes - [removed: ¨] [added: ☐] No

| Large accelerated filer | | [removed: ý] [added: ☒] | | Accelerated filer | | [removed: ¨] [added: ☐] |

| Non-accelerated filer | | [removed: ¨] [added: ☐] | | Smaller reporting company | | [removed: ¨] [added: ☐] |

Indicate by check-mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act) [removed: ¨] [added: ☐] Yes [removed: ý] [added: ☒] No

There were [removed: 122,557,955] [added: 120,750,218] shares of common stock outstanding as of November [removed: 20, 2015.][added: 18, 2016.]

The aggregate market value of the Registrant’s common equity held by non-affiliates was approximately [removed: $5.6] [added: $5.3] billion as of [removed: March 27, 2015,] [added: April 1, 2016,] based upon the last reported sales price on the New York Stock Exchange on that date.

Portions of the Registrant’s definitive proxy statement to be issued in connection with its [removed: 2016] [added: 2017] annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Fiscal [removed: 2015] [added: 2016] Annual Report on Form 10-K

| Item | | | [added: | | |] Page No. |

| [Part [removed: I](#s8D0F3EC93A5859E397B3371419C9071B)] [added: I](#PART_I)] | | | | [added: | | |]

| | [added: |] Item 1. | [removed: [Business](#s9B0014FEEF7E5F50AC4BD3E95DC7A959)] | [removed: [Page 3](#s9B0014FEEF7E5F50AC4BD3E95DC7A959)] [added: [Business](#ITEM_1_BUSINESS)] | [added: | Page 3 |]

| | [added: |] Item 1A. | [added: |] [Risk [removed: Factors](#s487923AA798C5BFFB5592076314EE21C)] [added: Factors](#ITEM_1A__RISK_FACTORS)] | [removed: [Page 20](#s487923AA798C5BFFB5592076314EE21C)] | [added: Page 16 |]

| | [added: |] Item 1B. | [added: |] [Unresolved Staff [removed: Comments](#s099E42547F38562FA9539AC712BCA9BD)] [added: Comments](#ITEM_1B__UNRESOLVED_STAFF_COMMENTS)] | [removed: [Page 33](#s099E42547F38562FA9539AC712BCA9BD)] | [added: Page 31 |]

| | [added: |] Item 2. | [removed: [Properties](#s4B25D7CCE9475269BE8101BC4F2C8ACC)] | [removed: [Page 33](#s4B25D7CCE9475269BE8101BC4F2C8ACC)] [added: [Properties](#ITEM_2_PROPERTIES)] | [added: | Page 31 |]

| | [added: |] Item 3. | [added: |] [Legal [removed: Proceedings](#s5A20EFA4ED565C079E000E2F58D2F1FE)] [added: Proceedings](#ITEM_3_LEGAL_PROCEEDINGS)] | [removed: [Page 34](#s5A20EFA4ED565C079E000E2F58D2F1FE)] | [added: Page 31 |]

| | [added: |] Item 4. | [added: |] [Mine Safety [removed: Disclosure](#s704566211485592D872C8DC38C80D51B)] [added: Disclosure](#ITEM_4_MINE_SAFETY_DISCLOSURE)] | [removed: [Page 34](#s704566211485592D872C8DC38C80D51B)] | [added: Page 32 |]

| [Part [removed: II](#s4E4C2D7A4A44589897432BDC214DF981)] [added: II](#PART_II)] | | | | [added: | | |]

| | [added: |] Item 5. | [added: |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s8AF447836DFB576F83412FC20C1351FA)] [added: Securities](#ITEM_5_MARKET_FOR_REGISTRANTS_COMMON_EQU)] | [removed: [Page 35](#s8AF447836DFB576F83412FC20C1351FA)] | [added: Page 33 |]

| | [added: |] Item 6. | [added: |] [Selected Financial [removed: Data](#sD28662A887EA56F7AA432683FFEBC1B6)] [added: Data](#ITEM_6_SELECTED_FINANCIAL_DATA)] | [removed: [Page 38](#sD28662A887EA56F7AA432683FFEBC1B6)] | [added: Page 35 |]

| | [added: |] Item 7. | [added: |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s043557F468925C83B0DDED66E0779B89)] [added: Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F)] | [removed: [Page 39](#s043557F468925C83B0DDED66E0779B89)] | [added: Page 36 |]

| | [added: |] Item 7A. | [added: |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s89F9683ECFCF59E59079761536AB81A3)] [added: Risk](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS)] | [removed: [Page 54](#s89F9683ECFCF59E59079761536AB81A3)] | [added: Page 51 |]

| | [added: |] Item 8. | [added: |] [Financial Statements and Supplementary [removed: Data](#s412343C22DFC5F1E84E1B718C1A927A1)] [added: Data](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR)] | [removed: [Page 54](#s412343C22DFC5F1E84E1B718C1A927A1)] | [added: Page 51 |]

| | [added: |] Item 9. | [added: |] [Changes in and Disagreements With Accountants On Accounting and Financial [removed: Disclosure](#sA0DF04E47A7E5407A55E9FB33237E620)] [added: Disclosure](#ITEM_9_CHANGES_IN_DISAGREEMENTS_WITH_ACC)] | [removed: [Page 54](#sA0DF04E47A7E5407A55E9FB33237E620)] | [added: Page 51 |]

| | [added: |] Item 9A. | [added: |] [Controls and [removed: Procedures](#sBA65C2C5ADDD59EBB450641A3E6BC766)] [added: Procedures](#ITEM_9A_CONTROLS_PROCEDURES)] | [removed: [Page 54](#sBA65C2C5ADDD59EBB450641A3E6BC766)] | [added: Page 51 |]

| | [added: |] Item 9B. | [added: |] [Other [removed: Information](#s1AC2484D3BD5595B946EF7990B5F903E)] [added: Information](#ITEM_9B_OR_INFORMATION)] | [removed: [Page 55](#s1AC2484D3BD5595B946EF7990B5F903E)] | [added: Page 52 |]

| [Part [removed: III](#s7652506A0EE55F9B8B72A7534F47AD50)] [added: III](#PART_III)] | | | | [added: | | |]

| | [added: |] Item 10. | [added: |] [Directors, Executive Officers and Corporate [removed: Governance](#sB946253A77F95AA28A4DC63CF0025A35)] [added: Governance](#ITEM_10_DIRECTORS_EXECUTIVE_FICERS_CORPO)] | [removed: [Page 56](#sB946253A77F95AA28A4DC63CF0025A35)] | [added: Page 53 |]

| | [added: |] Item 11. | [added: |] [Executive [removed: Compensation](#sA7CBDB3BE15958DFB0BB46E23BB33A9F)] [added: Compensation](#ITEM_11_EXECUTIVE_COMPENSATION)] | [removed: [Page 56](#sA7CBDB3BE15958DFB0BB46E23BB33A9F)] | [added: Page 53 |]

| | [added: |] Item 12. | [added: |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sA7168FBCFEF15856AD5D5BF0E613EC7D)] [added: Matters](#ITEM_12_SECURITY_OWNERSHIP_CERTAIN_BENEF)] | [removed: [Page 57](#sA7168FBCFEF15856AD5D5BF0E613EC7D)] | [added: Page 53 |]

| | [added: |] Item 13. | [added: |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#s5A7CAEC453B7541199E6B9B0C9CF157E)] [added: Independence](#ITEM_13_CERTAIN_RELATIONSHIPS_RELATED_TR)] | [removed: [Page 57](#s5A7CAEC453B7541199E6B9B0C9CF157E)] | [added: Page 54 |]

| | [added: |] Item 14. | [added: |] [Principal Accounting Fees and [removed: Services](#s3327176FFE0053DEB79201BE430381D3)] [added: Services](#ITEM_14_PRINCIPAL_ACCOUNTING_FEES_SERVIC)] | [removed: [Page 57](#s3327176FFE0053DEB79201BE430381D3)] | [added: Page 54 |]

| [Part [removed: IV](#sB7355C353BF85ECC874910F61AA8CDF6)] [added: IV](#PART_IV)] | | | | [added: | | |]

| | [added: |] Item 15. | [added: |] [Exhibits and Financial Statement [removed: Schedules](#sE72A96A11C4951C0B94C80503FA49195)] [added: Schedules](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH)] | [removed: [Page 58](#sE72A96A11C4951C0B94C80503FA49195)] | [added: Page 55 |]

| | | [removed: [Signatures](#sF49451FA216A5F70A55AF9014A6AA556)] | [removed: [Page 64](#sF49451FA216A5F70A55AF9014A6AA556)] | [added: [Signatures](#SIGNATURES) | | Page 60 |]

Factors that could cause or contribute to such differences include, but are not limited to, those listed and discussed in Item [removed: 1A—Risk] [added: 1A— Risk] Factors below.

10-K 1 jec-10k_20160930.htm 10-K

| 1999 Bryan Street, Suite 1200 Dallas, Texas 75201 | | (214) 583-8500 |

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10-K 1 fiscal2015form10-k.htm 10-K

__________________________________________________

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| 155 North Lake Avenue Pasadena, California 91101 | | (626) 578-3500 |

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| | |

Our properties consist primarily of office space within general, commercial office buildings located in major cities primarily in the following countries: United States; Australia; Austria; Belgium; Canada; Chile; China; Finland; [removed: France;] Germany; Greece; India; Italy; Malaysia; Mexico; Morocco; The Netherlands; Oman; The Philippines; [removed: Poland;] Puerto Rico; Peru; Republic of Ireland; Saudi Arabia; South Africa; Singapore; Spain; Sweden; United Arab Emirates; and the United Kingdom.

[removed: We also] [added: In addition, we] have fabrication facilities located in Canada in Pickering, Ontario and Edmonton and Lamont, Alberta.

The total amount of space used by us for all of our operations is approximately [removed: 8.3] [added: 7.6] million square feet.

Page 33

In addition, we own facilities located in Charleston, South Carolina which had served as our principal manufacturing and fabrication site for our modular construction activities.

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Page [removed: 34][added: 32]

| | |

| | | Low Sales [removed: Price] | | | | High Sales [removed: Price] | | |

| Second quarter | | [added: |] 37.87 | | | | 45.49 | | [removed: |]

| Third quarter | | [added: |] 41.68 | | | | 48.25 | | [removed: |]

| Fourth quarter | | [added: |] 36.05 | | | | 44.64 | | [removed: |]

According to the records of our transfer agent, there were [removed: 1,116] [added: 1,073] shareholders of record as of November [removed: 20, 2015.][added: 18, 2016.]

On [removed: August 19, 2014,] [added: July 23, 2015,] the Board of Directors approved a program to repurchase up to $500 million of the [removed: Company's] [added: Company’s] common stock over [removed: a] [added: the next] three [removed: year period.][added: years.]

Share repurchases may be executed through various means including, without limitation, open market [removed: transactions, privately negotiated] transactions or otherwise.

The share repurchase [removed: program] [added: program, which expires on July 22, 2018,] does not oblige the Company to purchase any shares.

The timing of our share repurchases may depend upon [added: the] market conditions, other uses of capital, and other factors.

A summary of repurchases of our common stock each fiscal month during the fourth quarter of fiscal [removed: 2015] [added: 2016] is as follows (in thousands, except per-share amounts):

| Period | [added: |] Total Number of Shares Purchased | | [added: | |] Average Price Paid per Share (1) | | | [added: |] Total Numbers of Shares Purchased as Part of Publicly Announced Plans or Programs | | [added: | |] Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs [added: ($ in thousands)] | | |

Page [removed: 35][added: 33]

Our [added: current] policy is to use cash flows from operations to fund future growth, pay down debt, and, subject to market conditions, repurchase common stock under a stock buy-back program approved by our Board of Directors.

Page [removed: 36][added: 34]

The following graph and table shows the changes over the past five-year period in the value of $100 invested at the end of fiscal [removed: 2010] [added: 2011] in (1) the common stock of Jacobs Engineering Group Inc., (2) the Standard & Poor’s 500 Index, and (3) the Dow Jones Heavy Construction Group Index.

[removed: ][added: ]

| | | [removed: 2010 | | |] 2011 | | | [added: |] 2012 | | | [added: |] 2013 | | | [added: |] 2014 | | | [added: |] 2015 | | [added: | | 2016 | | |]

| | | Price | | | | Price | | |

| Fiscal 2016: | | | | | | | | |

| First quarter | | $ | 37.51 | | | $ | 45.41 | |

| Second quarter | | | 34.76 | | | | 44.77 | |

| Third quarter | | | 40.93 | | | | 53.33 | |

| Fourth quarter | | | 48.13 | | | | 55.89 | |

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| July 2 through July 29, 2016 | | | 227 | | | $ | 52.30 | | | | 227 | | | $ | 385,665 | |

| July 30 through August 26, 2016 | | | 213 | | | $ | 53.77 | | | | 213 | | | $ | 374,211 | |

| August 27 through September 30, 2016 | | | 522 | | | $ | 51.32 | | | | 522 | | | $ | 347,451 | |

| Total | | | 962 | | | $ | 52.10 | | | | 962 | | | $ | 347,451 | |

| (1) | Includes commissions paid and calculated at the average price per share since the repurchase program authorization date. |

During fiscal 2016, the Company undertook a strategic review to evaluate, among other things, how to invest its resources and maximize returns.

As part of that evaluation, management has been reviewing and considering the continued use of the share repurchase program and the possible initiation of a cash dividend.

The Company expects to present its strategy and corporate goals at its Investor Day, to be held on December 1, 2016.

None.

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| Jacobs Engineering Group Inc. | | | 100.00 | | | | 125.21 | | | | 180.18 | | | | 151.19 | | | | 115.92 | | | | 160.17 | |

| S&P 500 | | | 100.00 | | | | 130.20 | | | | 155.39 | | | | 186.05 | | | | 184.91 | | | | 213.44 | |

| Dow Jones US Heavy Construction | | | 100.00 | | | | 131.89 | | | | 166.14 | | | | 158.59 | | | | 117.78 | | | | 133.61 | |

| | | | | | | | | |

| Fiscal 2014: | | | | | | | | |

| First quarter | | $ | 55.80 | | | $ | 64.27 | |

| Second quarter | | 58.20 | | | | 66.88 | | |

| Third quarter | | 52.57 | | | | 65.02 | | |

| Fourth quarter | | 49.13 | | | | 55.00 | | |

As of October 2, 2015, the Company exhausted the repurchase capacity under the authorization.

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| June 27 through July 24, 2015 | 404 | | $ | 40.29 | | 404 | | $ | 532,362 | |

| July 25 through August 21, 2015 | 289 | | 42.88 | | | 289 | | 519,974 | | |

| August 22 through October 2, 2015 | 536 | | 38.63 | | | 536 | | 500,000 | | |

| Total | 1,229 | | $ | 40.18 | | 1,229 | | $ | 500,000 | |

| | |

| (1) | Includes commissions paid. |

On July 23, 2015, the Board of Directors approved a program to purchase up to an additional $500 million of the Company's

common stock over the next three years.

This approval was in addition to the then available capacity remaining under the Company's August 2014 $500 million share repurchase authorization.

The new share repurchase authorization is subject to the same general terms and conditions as the prior share repurchase authorization summarized above.

Accordingly, we have not paid a cash dividend since fiscal 1984.

Although our Board of Directors periodically reviews and considers the merits of paying cash dividends, we currently have no plans to pay cash dividends in the foreseeable future.

On October 14, 2013, we acquired the assets of Trompeter Enterprises, L.L.C., Motion Mekanix, Inc., Teamm Workforce, Inc., and Sims Software II, Inc. (collectively "Trompeter"); and on December 20, 2013, we acquired the assets of Stobbarts (Nuclear) Limited, for cash and shares of our common stock.

In connection with these acquisitions, we issued 33,947 shares of our common stock with an aggregate value of approximately $2.0 million.

No underwriters or placement agents were involved with these acquisitions.

The issuance of our common stock in the acquisition was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 506 thereof.

The offer and sale of the shares of our common stock: (i) was made as part of a transaction that did not involve more than 35 purchasers, (as defined in Rule 501(e) under the Securities Act) who were either accredited investors or had such knowledge and experience in financial and business matters that such purchaser was capable of evaluating the merits and risks of acquiring shares of our common stock, and (ii) did not involve any general solicitation or general advertising.

| | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Jacobs Engineering Group Inc. | | 100.00 | | | 83.44 | | | 104.47 | | | 150.34 | | | 126.15 | | | 96.72 | |

| S&P 500 | | 100.00 | | | 101.14 | | | 131.69 | | | 157.17 | | | 188.18 | | | 187.02 | |

| Dow Jones US Heavy Construction | | 100.00 | | | 87.48 | | | 115.38 | | | 145.34 | | | 138.73 | | | 103.03 | |

Page 37

| | | [removed: 2015] [added: 2016] (a) | | | | [removed: 2014] [added: 2015] (b) | | | | [removed: 2013] [added: 2014 (c)] | | | | [removed: 2012 (c)] [added: 2013] | | | | [removed: 2011] [added: 2012 (d)] | | |

| Revenues | | $ | [removed: 12,114,832] [added: 10,964,157] | | | $ | [removed: 12,695,157] [added: 12,114,832] | | | $ | [removed: 11,818,376] [added: 12,695,157] | | | $ | [removed: 10,893,778] [added: 11,818,376] | | | $ | [removed: 10,381,664] [added: 10,893,778] | |

| Net earnings attributable to Jacobs | | [removed: 302,971] | [added: 210,463] | | | [removed: 328,108] | [added: 302,971] | | | [removed: 423,093] | [added: 328,108] | | | [removed: 378,954] | [added: 423,093] | | | [removed: 331,029] | [added: 378,954] | |

| Total assets | | [removed: 7,785,926] | [added: 7,360,022] | | | [removed: 8,453,659] | [added: 7,785,926] | | | [removed: 7,274,144] | [added: 8,453,659] | | | [removed: 6,839,433] | [added: 7,274,144] | | | [removed: 6,199,226] | [added: 6,839,433] | |

| Cash | | [removed: 460,859] | [added: 655,716] | | | [removed: 732,647] | [added: 460,859] | | | [removed: 1,256,405] | [added: 732,647] | | | [removed: 1,032,457] | [added: 1,256,405] | | | [removed: 905,633] | [added: 1,032,457] | |

| Long-term debt | | [removed: 584,434] | [added: 385,330] | | | [removed: 764,075] | [added: 584,434] | | | [removed: 415,086] | [added: 764,075] | | | [removed: 528,260] | [added: 415,086] | | | [removed: 2,042] | [added: 528,260] | |

| Total Jacobs stockholders’ equity | | [removed: 4,291,745] | [added: 4,265,276] | | | [removed: 4,469,255] | [added: 4,291,745] | | | [removed: 4,213,097] | [added: 4,469,255] | | | [removed: 3,722,473] | [added: 4,213,097] | | | [removed: 3,312,988] | [added: 3,722,473] | |

| Return on average equity | | [removed: 6.92] | [added: 4.92] | % | | [removed: 7.56] | [added: 6.92] | % | | [removed: 10.66] | [added: 7.56] | % | | [removed: 10.77] | [added: 10.66] | % | | [removed: 10.73] | [added: 10.77] | % |

| Technical professional services | | [removed: $] | [removed: 11,692,404] [added: 12,013,121] | | | [removed: $] | [removed: 12,607,029] [added: 11,692,404] | | | [removed: $] | [removed: 11,118,400] [added: 12,607,029] | | | [removed: $] | [removed: 10,266,500] [added: 11,118,400] | | | [removed: $] | [removed: 9,100,100] [added: 10,266,500] | |

| Field services | | [removed: 7,114,166] | [added: 6,747,408] | | | [removed: 5,773,005] | [added: 7,114,166] | | | [removed: 6,099,500] | [added: 5,773,005] | | | [removed: 5,643,200] | [added: 6,099,500] | | | [removed: 5,189,700] | [added: 5,643,200] | |

| Total | | [removed: $] | [removed: 18,806,570] [added: 18,760,529] | | | [removed: $] | [removed: 18,380,034] [added: 18,806,570] | | | [removed: $] | [removed: 17,217,900] [added: 18,380,034] | | | [removed: $] | [removed: 15,909,700] [added: 17,217,900] | | | [removed: $] | [removed: 14,289,800] [added: 15,909,700] | |

| Basic earnings per share | | [removed: $] | [removed: 2.42] [added: 1.75] | | | [removed: $] | [removed: 2.51] [added: 2.42] | | | [removed: $] | [removed: 3.27] [added: 2.51] | | | [removed: $] | [removed: 2.97] [added: 3.27] | | | [removed: $] | [removed: 2.63] [added: 2.97] | |

| Diluted earnings per share | | [removed: 2.40] | [added: 1.73] | | | [removed: $] | [removed: 2.48] [added: 2.40] | | | [removed: $] | [removed: 3.23] [added: 2.48] | | | [removed: 2.94] | [added: 3.23] | | | [removed: 2.60] | [added: 2.94] | |

| Stockholders’ equity | | [removed: 34.85] | [added: 35.26] | | | [removed: 33.92] | [added: 34.85] | | | [removed: 32.00] | [added: 33.92] | | | [removed: 28.65] | [added: 32.00] | | | [removed: 25.93] | [added: 28.65] | |

| Average Number of Shares of Common Stock and Common Stock Equivalents Outstanding (Diluted) | | [removed: 126,110] | [added: 121,483] | | | [removed: 132,371] | [added: 126,110] | | | [removed: 130,945] | [added: 132,371] | | | [removed: 128,692] | [added: 130,945] | | | [removed: 127,235] | [added: 128,692] | |

| Common Shares Outstanding [removed: at] [added: At] Year End | | [removed: 123,153] | [added: 120,951] | | | [removed: 131,753] | [added: 123,153] | | | [removed: 131,639] | [added: 131,753] | | | [removed: 129,936] | [added: 131,639] | | | [removed: 127,785] | [added: 129,936] | |

| [removed: (a)] [added: (b)] | Includes costs of $107.9 million or $0.86 per diluted share, related to the Company's restructuring initiatives in the second, third and fourth quarters of fiscal 2015. |

| [removed: (b)] [added: (c)] | Includes costs of $109.2 million or $0.82 per diluted share, related to the Company's restructuring initiatives in the third and fourth quarter of fiscal 2014. |

| [removed: (c)] [added: (d)] | Includes a one-time, after-tax gain of $4.0 million, or $0.03 per diluted share, related to the sale of the Company's intellectual property for iron ore pelletizing and certain other related assets. |

Page [removed: 38][added: 35]

| Current ratio | | 1.61 to 1 | | | | 1.58 to 1 | | | | 1.58 to 1 | | | | 2.07 to 1 | | | | 1.99 to 1 | | |

| Working capital | | | 1,081,784 | | | | 1,141,512 | | | | 1,372,332 | | | | 2,020,853 | | | | 1,722,656 | |

| Current assets | | | 2,864,470 | | | | 3,122,678 | | | | 3,722,178 | | | | 3,908,473 | | | | 3,469,708 | |

___________

| (a) | Includes costs of $135.6 million or $1.12 per diluted share, related to the Company's restructuring initiatives in the first, second, third and fourth quarter of fiscal 2016. Also included in the fourth quarter of fiscal 2016 are (i) a loss on sale of our French subsidiary of $17.1 million or $0.14 per diluted share; and (ii) a non-cash write-off on an equity investment of $10.4 million or $0.09 per diluted share. |

| --- | --- |

| | | | | | | | | | | | | | | | | | | | | |

| Current ratio | | 1.66 to 1 | | | | 1.66 to 1 | | | | 2.14 to 1 | | | | 2.07 to 1 | | | | 1.47 to 1 | | |

| Working capital | | $ | 1,301,810 | | | $ | 1,542,225 | | | $ | 2,151,939 | | | $ | 1,865,025 | | | $ | 1,011,565 | |

| Current assets | | 3,282,976 | | | | 3,892,071 | | | | 4,039,558 | | | | 3,612,077 | | | | 3,180,091 | | |

| | |

| | |

| | |

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as defined by Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of [removed: October 2, 2015,] [added: September 30, 2016,] the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”).

Management, with the participation of its Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of the Company’s internal control over financial reporting as of the Evaluation Date based on the framework established in “Internal Control—Integrated [removed: Framework”,] [added: Framework,”] issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission.][added: Commission (2013 framework).]

There were no changes in the Company’s internal control over financial reporting during the Company’s fiscal quarter ended [removed: October 2, 2015,] [added: September 30, 2016] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Page [removed: 54][added: 51]

The design of the Company’s control system reflects the fact that there are resource constraints, and that the benefits of such control [removed: system] [added: systems] must be considered relative to their costs.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were functioning effectively as of the Evaluation Date to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the Evaluation Date.

| | |

Page [removed: 55][added: 52]

None.

On November 19, 2015, the Human Resource and Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") approved a new Management Incentive Plan (the “Management Incentive Plan”).

The Management Incentive Plan replaces the Company's Incentive Bonus Plan beginning in fiscal 2016.

Specific measures and targets will be assigned to each participant based on their respective role in the organization.

Select officers and managers of the Company are eligible to participate in the new Management Incentive Plan, and the Chief Executive Officer automatically participates.

Goals under the Management Incentive Plan will be defined at the corporate and business unit level.

Also on November 19, 2015, the Compensation Committee approved a new form of restricted stock unit agreement under the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan, as amended and restated.

This new form of award agreement provides for the award of performance-based restricted stock units based on growth in earnings per share from fiscal year to fiscal year (the "Award Agreement").

This metric considers the Company’s net earnings as a factor in the award, and divides such net earnings by the weighted average number of shares of the Company’s common stock outstanding during each fiscal year to reflect the growth in earnings per share from fiscal year to fiscal year.

The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the terms of the Management Incentive Plan and the Award Agreement, copies of which are filed herewith as Exhibits 10.43 and 10.45, and are incorporated herein by reference.

| | |

The information required by Paragraph (a), and Paragraphs (c) through (g) of Item 401 of Regulation S-K (except for information required by Paragraph (e) of that Item to the extent the required information pertains to our executive officers) and Item 405 of Regulation S-K is set forth under the captions “The Board of Directors and its [removed: Committees - Nominees,” “The Board of Directors and its Committees - Continuing Directors,”] [added: Committees”] and “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year and is incorporated herein by reference.

The information required by Paragraph (b) of Item 401 of Regulation [removed: S-K ,] [added: S-K,] as well as the information required by Paragraph (e) of that Item to the extent the required information pertains to our executive officers, is set forth in Part I, Item 1 of this Annual Report on Form 10-K under the heading “Executive Officers of the Registrant.”

We have adopted a code of ethics for our chief executive, chief financial, and principal accounting officers; a code of business conduct and ethics for members of our Board of [removed: Directors;] [added: Directors] and corporate governance guidelines.

Requests should be addressed to: Jacobs Engineering Group Inc., 1999 Bryan Street, Suite 1200, Dallas, Texas 75201, Attention: Corporate Secretary.

Requests should be addressed to: Jacobs Engineering Group Inc., 155 S.

North Lake Avenue, Pasadena, California 91101, Attention: Corporate Secretary.

| | |

The information required by this Item is set forth under the captions “The Board of Directors and its Committees - Compensation of Directors for Fiscal [removed: 2015,”] [added: 2016,”] “The Board of Directors and its Committees - Committees of the Board of Directors - Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report,” “Compensation Discussion and Analysis,” and “Executive Compensation” in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year and is incorporated herein by reference.

Page 56

| | |

The following table presents certain information about our equity compensation plans as of [removed: October 2, 2015:][added: September 30, 2016:]

| | | Column A | | | [added: |] Column B | | | | Column C | | [added: |]

| Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants, and rights | | | [added: |] Weighted- average exercise price of outstanding options, warrants, and rights | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A) | | [added: |]

| Equity compensation plans [added: not] approved by shareholders [removed: (a)] | | [removed: 4,072,707] | [added: —] | | [removed: $] | [removed: 46.06] | [added: —] | | [removed: 7,144,884] | | [added: — | |]

| Equity compensation plans [removed: not] approved by shareholders [added: (a)] | | [removed: —] | [added: 3,577,512] | | [removed: —] | [added: $] | [added: 45.70] | | [removed: —] | | [added: 7,552,708 | |]

| (a) | The number in Column A excludes purchase rights accruing under our two, broad-based, shareholder-approved employee stock purchase plans: The Jacobs Engineering Group Inc. 1989 Employee Stock Purchase Plan (the “1989 ESPP”), and the Global Employee Stock Purchase Plan (the “GESPP”). These plans give employees the right to purchase shares at an amount and price that are not determinable until the end of the specified purchase periods, which occur monthly. Our shareholders have authorized a total of 27.8 million shares of common stock to be issued through the 1989 ESPP and the GESPP. From the inception of the 1989 ESPP and the GESPP through [removed: October 2, 2015,] [added: September 30, 2016,] a total of [removed: 26.5] [added: 27.2] million shares have been issued, leaving [removed: 1.3] [added: 0.6] million shares of common stock available for future issuance at that date. |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | 3,577,512 | | | $ | 45.70 | | | | 7,552,708 | |

Page 53

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | 4,072,707 | | | $ | 46.06 | | | 7,144,884 | |

____________________

| | |

| | |

Page [removed: 57][added: 54]

| | |

[removed: (a)Documents] [added: (a) Documents] filed as part of this report:

| [added: |] (1) | The Company’s Consolidated Financial Statements at [removed: October 2, 2015 and] September [removed: 26, 2014] [added: 30, 2016] and [added: October 2, 2015and] for each of the three years in the period ended [added: September 30, 2016,] October 2, [removed: 2015,] [added: 2015 and] September 26, 2014 and [removed: September 28, 2012 and] the notes thereto, together with the report of the independent auditors on those Consolidated Financial Statements are hereby filed as part of this report, beginning on page F-1. |

| [added: |] (2) | Financial statement schedules – no financial statement schedules are presented as the required information is either not applicable, or is included in the consolidated financial statements or notes thereto. |

| [added: |] (3) | See [removed: Exhibits and] [added: Exhibit] Index [removed: to Exhibits,] below. |

| 2.1 | | [removed: |] Merger Implementation Deed between Sinclair Knight Merz Management Pty Limited and Sinclair Knight Merz Holdings Limited and Jacobs Engineering Group Inc. and Jacobs Australia Holdings Company Pty. Ltd, dated as of September 8, 2013. Filed as Exhibit 2.2 to the Registrant’s fiscal 2013 Annual Report on Form 10-K and incorporated herein by reference. |

| 2.2 | | [removed: |] Sales Agreement between Sinclair Knight Merz Management Pty Limited, Sinclair Knight Merz Holdings Limited, Jacobs Engineering Group Inc. and Jacobs Australia Holdings Company Pty, Ltd., dated as of December 13, 2013. Filed as Exhibit 2.3 to the Registrant’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2014 and incorporated herein by reference. |

| 3.1 | | [removed: |] Amended and Restated Certificate of Incorporation of the Registrant. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K on January 28, 2014 and incorporated herein by reference. |

| 3.2 | | [removed: |] Amended and Restated Bylaws of the Registrant. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K on July 16, 2015 and incorporated herein by reference. |

| 4.1 | | [removed: |] See Sections 5 through 18 of Exhibit 3.1. |

| 4.2 | | [removed: |] See Article II, Section 3.03 of Article III, Article VI and Section 7.04 of Article VII of Exhibit 3.2. |

| 10.1# | | [removed: |] The Jacobs Engineering Group Inc. Incentive Bonus Plan for Officers and Key Managers as amended and restated on May 22, 2014. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2015 and incorporated herein by reference. |

| 10.2# | | [removed: |] The Executive Security Program of Jacobs Engineering Group Inc. Filed as Exhibit 10.2 to the Registrant’s fiscal 2014 Annual Report on Form 10-K and incorporated herein by reference. |

| 10.3# | | [removed: |] Amendment to the Executive Security Program of Jacobs Engineering Group Inc., dated December 23, 2008. Filed as Exhibit 10.3 to the Registrant’s fiscal 2014 Annual Report on Form 10-K and incorporated herein by reference. |

| 10.4# | | [removed: |] Amendment to the Executive Security Program of Jacobs Engineering Group Inc., dated May 31, 2009. Filed as Exhibit 10.4 to the Registrant’s fiscal 2014 Annual Report on Form 10-K and incorporated herein by reference. |

| 10.5# | | [removed: |] Jacobs Engineering Group Inc. 1991 Executive Deferral Plan, effective June 1, 1991. Filed as Exhibit 10.5 to the Registrant’s fiscal 2012 Annual Report on Form 10-K and incorporated herein by reference. |

| 10.6# | | [removed: |] Jacobs Engineering Group Inc. 1993 Executive Deferral Plan, effective December 1, 1993. Filed as Exhibit 10.6 to the Registrant’s fiscal 2012 Annual Report on Form 10-K and incorporated herein by reference. |

| 10.7# | | [removed: |] Jacobs Engineering Group Inc. 1995 Executive Deferral Plan, effective January 1, 1995. Filed as Exhibit 10.7 to the Registrant’s fiscal 2014 Annual Report on Form 10-K and incorporated herein by reference. |

| 10.8# | | [removed: |] Jacobs Engineering Group Inc. Amended and Restated Executive Deferral Plan. Filed as Exhibit 10.8 to the Registrant’s fiscal 2012 Annual Report on Form 10-K and incorporated herein by reference. |

| 10.9# | | [removed: |] The Jacobs Engineering Group Inc. 1989 Employee Stock Purchase Plan, as Amended and Restated-effective January 22, 2009. Filed as Exhibit 10.9 to the Registrant’s fiscal 2014 Annual Report on Form 10-K and incorporated herein by reference. |

| 10.10# | | [removed: |] The Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan. Filed as Exhibit 10.10 to the Registrant’s fiscal 2011 Annual Report on Form 10-K and incorporated herein by reference. |

| 10.11# | | [removed: |] Jacobs Engineering Group Inc. 401(k) Plus Savings Plan and Trust, as Amended and Restated April 1, 2003. Filed as Exhibit 10.12 to the Registrant’s fiscal 2012 Annual Report on Form 10-K and incorporated herein by reference. |

| 10.12# | | [removed: |] Jacobs Engineering Group Inc. 1999 Stock Incentive Plan, as Amended and Restated. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 333-157014) on January 28, 2014 and incorporated herein by reference. |

| 10.13# | | [removed: |] Form of Indemnification Agreement entered into between the Registrant and certain of its officers and directors. Filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the third quarter of fiscal 2012 and incorporated herein by reference. |

| 10.14# | | [removed: |] Form of Jacobs Engineering Group Inc. Non-Qualified Stock Option Agreement. Filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 filed on January 29, 2009 and incorporated herein by reference. |

| 10.15# | | [removed: |] Form of Jacobs Engineering Group Inc. Restricted Stock Agreement. Filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the second quarter of fiscal 2012 and incorporated herein by reference. |

| 10.16# | | [removed: |] Form of Restricted Stock Unit Award Agreement. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2012 and incorporated herein by reference. |

| 10.17# | | [removed: |] Form of Restricted Stock Award Agreement. Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K on June 1, 2011 and incorporated herein by reference. |

| 10.18# | | [removed: |] Jacobs Engineering Group Inc. 1999 Outside Director Stock Plan, as Amended and Restated. Filed as Exhibit 10.21 to the Registrant’s fiscal 2012 Annual Report on Form 10-K and incorporated herein by reference. |

| 10.19# | | [removed: |] Form of Restricted Stock Unit Award Agreement (Performance Shares - Net Earnings Growth 2013 Award). Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2013 and incorporated herein by reference. |

| 10.20# | | [removed: |] Form of Restricted Stock Unit Award Agreement. (Performance Shares - TSR 2013 Award). Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2013 and incorporated herein by reference. |

| 10.21 | | [removed: |] Credit Agreement dated as of March 29, 2012 among Jacobs Engineering Group Inc. and certain of its subsidiaries as borrowers, and the Bank of America, N.A, (as Administrative Agent); BNP Paribas, and Wells Fargo Bank, N.A. (as Co-Syndication Agents); Union Bank, N.A. (as Documentation Agent); Merrill Lynch, Pierce, Fenner & Smith Incorporated (as Sole Book Manager); and Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp, and Wells Fargo Securities, LLC (as Joint Lead Arrangers). Filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the second quarter of fiscal 2012 and incorporated herein by reference. |

| 10.22# | | [removed: |] Employment agreement between Jacobs Engineering Group Inc. and Michael Tyler dated May 28, 2013. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2013 and incorporated herein by reference. |

| 10.23# | | [removed: |] Retirement Agreement dated April 14, 2014 between the Registrant and Thomas R. Hammond. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2014 and incorporated herein by reference. |

| 10.24# | | [removed: |] Jacobs Engineering Group Inc. 2005 Executive Deferral Plan, effective January 1, 2005. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2010 and incorporated herein by reference. |

| [removed: 10.25# |] [added: 10.28#] | | [added: Amendment No. 2 to Consulting] Agreement between [removed: Jacobs Engineering Group Inc.] [added: the Registrant] and Noel G. Watson dated July 1, [removed: 2010.] [added: 2013.] Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal [removed: 2010] [added: 2013] and incorporated herein by reference. |

| [removed: 10.26# |] [added: 10.34#] | | [removed: Consulting] [added: Employment] Agreement [added: dated December 23, 2010] between [removed: Jacobs Engineering Group Inc.] [added: the Registrant] and [removed: Noel G. Watson dated July 1, 2010.] [added: Gary Mandel.] Filed as Exhibit [removed: 10.2] [added: 10.6] to the Registrant’s Quarterly Report on Form 10-Q for the [removed: third] [added: second] quarter of fiscal [removed: 2010] [added: 2011] and incorporated herein by reference. |

| [removed: 10.27# |] [added: 10.59#] | | [removed: Amendment No. 1 to Consulting] [added: Retirement] Agreement [removed: between the Registrant and Noel G. Watson] [added: with Phillip J. Stassi] dated [removed: July] [added: June] 1, [removed: 2011.] [added: 2016.] Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal [removed: 2011] [added: 2016] and incorporated herein by reference. |

| [removed: 10.28# |] [added: 10.46#] | | [removed: Amendment No. 2 to Consulting Agreement between the Registrant and Noel G. Watson dated July 1, 2013.] [added: Form of Nonqualified Stock Option Agreement.] Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal [removed: 2013] [added: 2015] and incorporated herein by reference. |

| [removed: 10.30 |] [added: 10.43#] | | [removed: Senior Term Loan Facility dated January 26, 2011 between Jacobs Nederland B.V. and BNP Paribas.] [added: Form of Transition Agreement.] Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal [removed: 2011] [added: 2015] and incorporated herein by reference. |

| [removed: 10.34# |] [added: 10.44#] | | [removed: Employment] [added: Form of Stock Option] Agreement [removed: dated December 23, 2010 between the Registrant and Gary Mandel.] [added: (December 2014 grants).] Filed as Exhibit [removed: 10.6] [added: 10.3] to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal [removed: 2011] [added: 2015] and incorporated herein by reference. |

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(b)Exhibits and Index to Exhibits:

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| 10.29 | | | Term Loan Agreement dated January 27, 2011 between Jacobs Engineering U.K. Limited and Royal Bank of Scotland Finance (Ireland). Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2011 and incorporated herein by reference. |

| 10.31 | | | Senior Term Loan Facility dated January 26, 2011 between Jacobs Engineering U.K. Limited and Bank of America, N.A., London Branch. Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2011 and incorporated herein by reference. |

| 10.32 | | | Senior Term Loan Facility dated January 26, 2011 between Jacobs Australia Pty Limited and Bank of America, N.A., Australian Branch. Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2011 and incorporated herein by reference. |

| 10.33 | | | Form of Guaranty among certain subsidiaries of the Registrant and Royal Bank of Scotland Finance (Ireland), BNP Paribas, Bank of America, N.A., London Branch, and Bank of America, N.A., Australian Branch. Filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2011 and incorporated herein by reference. |

| 10.48# | | | Separation Agreement with Santo Rizzuto dated October 16, 2015. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on October 22, 2015. |

| †10.53 | | | Form of Restricted Stock Unit Agreement (Performance Shares - Earnings Per Share Growth). |

| †10.56 | | | Form of Nonqualified Stock Option Agreement (1999 Stock Incentive Plan). |

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Page 64

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| /S/ Noel G. Watson | | Chairman of the Board | | November 23, 2015 |

| | | Director | | November 23, 2015 |

| /S/ Edward V. Fritzky | | Director | | November 23, 2015 |

| Edward V. Fritzky | | | | |

| /S/ Peter J. Robertson | | Director | | November 23, 2015 |

| Geoffrey P. Sanders | | | | |

Page 65

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| Deferred income taxes | | 160,298 | | | | 169,893 | | |

| Total current assets | | 3,282,976 | | | | 3,892,071 | | |

| Miscellaneous | | 719,515 | | | | 638,250 | | |

| Total other noncurrent assets | | 4,121,712 | | | | 4,104,791 | | |

| | | $ | 7,785,926 | | | $ | 8,453,659 | |

See the accompanying Notes to Consolidated Financial Statements.

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(In thousands)

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| | | Common Stock | | | | Additional Paid-in Capital | | | | Retained Earnings | | | | Accumulated Other Comp- rehensive Income (Loss) | | | | Total Jacobs Stock- holders’ Equity | | | | Non- controlling Interests | | | | Total Group Stock- holders’ Equity | | |

| Balances at September 28, 2012 | | $ | 129,936 | | | $ | 953,983 | | | $ | 2,920,441 | | | $ | (281,887 | ) | | $ | 3,722,473 | | | $ | 36,416 | | | $ | 3,758,889 | |

| Net earnings | | — | | | | — | | | | 423,093 | | | | — | | | | 423,093 | | | | 17,089 | | | | 440,182 | | |

| Repurchases of equity securities | | (1,161 | | ) | | (18,038 | | ) | | (42,573 | | ) | | — | | | | (61,772 | | ) | | — | | | | (61,772 | | ) |

CONSOLIDATED STATEMENTS OF CASH FLOWS

| Change in cash related to consolidation of joint ventures | | — | | | | — | | | | 5,344 | | |

Continued