Jacobs Solutions (J) 10-K risk factor changes: FY2017 vs FY2016

If [removed: we] [added: we, the owner, or others working at the project site] fail to maintain safe work sites, we can be exposed to significant financial losses and reputational harm, as well as civil and criminal liabilities.

If we fail to implement such procedures or if the procedures we implement are ineffective, [added: or if others working at the site fail to implement and follow appropriate safety procedures,] our employees and others may become injured, disabled or even lose their lives, the completion or commencement of our projects may be delayed, and we may be exposed to litigation or investigations.

Unsafe work sites also have the potential to increase employee turnover, increase the cost of a project to our clients, and raise our operating [added: and insurance] costs.

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

We provide technical, professional, construction, and O&M services to clients operating in a number of [removed: markets] [added: sectors and industries,] including oil and gas exploration, production, and refining; programs for various national governments, including the U.S. federal government; chemicals and polymers; mining and minerals; pharmaceuticals and biotechnology; infrastructure; buildings; power; and [removed: other,] [added: other] general industrial and consumer businesses and markets (such as technology and manufacturing; pulp and paper; and food and consumer products).

These [removed: markets] [added: sectors] and [added: industries and] the resulting demand for our services have been, and we expect will continue to be, cyclical and subject to significant fluctuations due to a variety of factors beyond our control, including economic conditions and changes in client spending, particularly during periods of economic or political uncertainty.

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

Further, even where coverage applies, the policies have deductibles, which result in our assumption of exposure for [removed: a layer of coverage] [added: certain amounts] with respect to any claim filed [removed: by] [added: against] us.

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

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

It is particularly difficult to predict whether or when we will receive large-scale projects as these contracts frequently involve a lengthy and complex bidding and selection process, which is affected by a number of factors, such as market [removed: conditions,] [added: conditions or] governmental and environmental approvals.

Furthermore, many of these contracts are subject to financing contingencies [removed: and] [added: 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.

We are a party to [added: claims and] litigation in the normal course of business.

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

In addition, we have elected to retain a portion of losses that may occur through the use of various deductibles, [removed: limits, and] retentions [added: and limits] under these programs.

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

[added: 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.

We may experience reduced profits or, in some cases, losses [removed: under these contracts] if costs increase above [removed: our estimates.][added: budgets or estimates or if the project experiences schedule delays.]

For fiscal [removed: 2016,] [added: 2017,] approximately [removed: 18%] [added: 19%] of our revenues were earned under fixed-price contracts.

[removed: Such] [added: Both fixed-price and many cost reimbursable] contracts require us to estimate the total cost of the project in advance of our performance.

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

Fixed-price [removed: contract amounts] [added: contracts] are established in part on [added: partial or incomplete designs,] cost and scheduling estimates that are based on a number of assumptions, including those about future economic conditions, [removed: prices] [added: commodity] and [added: other materials pricing and] availability of labor, equipment and materials, and other exigencies.

If [removed: these] [added: the design or the] estimates prove [removed: inaccurate, there are errors or ambiguities as to contract specifications,] [added: inaccurate] 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 equipment or raw materials, our vendors’ or subcontractors’ inability or failure to perform, 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.

Like fixed-price contracts, the expected cost of cost-reimbursable projects are based in part on [added: partial design and] our estimates of the resources and time necessary to perform such contracts.

The success of our business is dependent upon our ability to hire, retain, and utilize qualified personnel, including engineers, architects, designers, craft personnel, and corporate management professionals [removed: at a reasonable cost] who have the required experience and [removed: expertise.][added: expertise at a reasonable cost.]

[removed: If we were to] lose some or all of these personnel, they would be difficult to replace.

As of the end of fiscal [removed: 2016,] [added: 2017,] our backlog totaled approximately [removed: $18.8] [added: $19.8] billion.

[removed: Since government contracts represent a] significant [removed: percentage of our revenues (for example, those with the U.S. federal government represented approximately 21.4% of our total revenue in fiscal 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 [added: in an additional competitive bidding process for each task order issued under a contract.]

[removed: We cannot] [added: Further, we have limited ability to] control the actions of our joint venture partners, including [removed: the] [added: with respect to] nonperformance, [removed: default or] [added: default,] bankruptcy [removed: of our joint venture partners.][added: or legal or regulatory compliance.]

This situation could make it more difficult or more expensive for us to access funds, refinance our existing indebtedness, enter into agreements for new indebtedness, or obtain funding through the issuance of securities or such additional capital may not be available on terms acceptable to [removed: us.][added: us, or at all.]

In addition, any financial difficulties suffered by our subcontractors or suppliers could [added: increase our cost or adversely impact project schedules.]

In addition, we typically bill our clients for our services in arrears and are, therefore, subject to our clients delaying or failing to pay our [removed: invoices.][added: invoices after we have already committed resources to their projects.]

Such changes could, for example, relax or repeal laws and regulations relating to the environment, which could result in a decline in the demand for our environmental services and, in turn, could [added: negatively impact our revenue.]

For example, our global operations require importing and exporting goods and technology across international [removed: borders.][added: borders which requires full compliance with both Export Regulatory Laws and International Trafficking in Arms Regulations (“ITAR”).]

We operate in many parts of the world that have experienced governmental corruption to some degree and in certain circumstances; strict compliance with anti-bribery laws may conflict [removed: with local customs and practices.]

[removed: 21.4%, 21.7%,] [added: For example, in fiscal 2017, 2016,] and [removed: 17.8%,] [added: 2015, approximately 19.2%, 21.4% and 21.7%,] respectively, of our revenue was earned directly or indirectly from agencies of the U.S. federal government.

For fiscal [removed: 2016,] [added: 2017,] approximately [removed: 43.0%] [added: 42%] of our revenue was earned from clients outside the U.S. Our business is dependent on the continued success of our international operations, and we expect our international operations to continue to account for a significant portion of our total revenues.

| | • | U.S. government policy changes in relation to the foreign countries in which we [removed: operate, including embargoes or other trade restrictions.] [added: operate.] |

In addition, military action or continued unrest, particularly in the Middle East, could impact the supply or pricing of oil, disrupt our operations in the region and [removed: elsewhere.][added: elsewhere and increase our security costs.]

Page 15

Furthermore, if a significant portion of our clients or projects are concentrated in a specific geographic area or industry, our business may be disproportionately affected by negative trends or economic downturns in those specific geographic areas or industries.

give our larger competitors an advantage when bidding for these projects.

For example,

A portion of the fee is often linked to the final cost and schedule objectives and if for whatever reason, the project may be less profitable than we expect or even result in losses.

If we were to

Since government contracts represent a significant percentage of our revenues (for example, those with the U.S. federal government represented approximately 19.2% of our total revenue in fiscal 2017), a

If these circumstances occur, we may be liable for claims and losses attributable to the partner by operation of law or contract.

with local customs and practices.

| | • | Embargoes or other trade restrictions, including sanctions; |

There can be no assurance that we will pay dividends on our common stock.

Our Board of Directors initiated a quarterly cash dividend program in fiscal 2017 under which we have paid, and intend to continue paying, a regular quarterly dividend.

The declaration, amount and timing of such dividends are subject to capital availability and determinations by our Board of Directors that cash dividends are in the best interest of our stockholders and are in compliance with all respective laws and our agreements applicable to the declaration and payment of cash dividends.

Our ability to pay dividends will depend upon, among other factors, our cash balances and potential future capital requirements for strategic transactions, including acquisitions, debt service requirements, results of operations, financial condition and other factors that our Board of Directors may deem relevant.

A reduction in or elimination of our dividend payments and/or our dividend program could have a material negative effect on our stock price.

These events or circumstances could include a significant change in the business climate, including a significant sustained

As part of our ongoing effort to utilize industry accepted security measures and technology to securely maintain all confidential and proprietary information on our computer systems, we have observed increased threat activity to our computer systems, and have identified instances of unauthorized access to certain of our computer systems occurring in the 2014-2016 timeframe.

In response, we are conducting an ongoing internal investigation with the assistance of outside counsel and technical experts to identify and remediate the source and impact of these incursions, as well as comply with related notification and disclosure obligations.

Expenses incurred to date related to this matter have not been material.

We will incur additional expenses and may incur losses in connection with this matter, which may have a material adverse effect on our business, financial conditions, results of operations and cash flows; however, at this time we are unable to reasonably estimate any such additional expenses or losses.

While we have security measures and technology in place to protect our and our clients’ proprietary or classified information, if these measures fail as a result of a cyber-attack, other third-party action, employee error, malfeasance or otherwise, and someone obtains unauthorized access to our or our clients’ information, our reputation could be damaged, our business may suffer and we could incur significant liability.

Because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.

We also hold licenses from third parties which may be utilized in our business operations.

If we are no longer able to license such technology on commercially reasonable terms or otherwise, our business and financial performance could be adversely affected.

Failure of the Merger to be consummated, the termination of the Merger Agreement or a significant delay in the consummation of the Merger could negatively affect our stock price and our future business and financial results.

Our obligations and CH2M’s obligations to consummate the Merger are subject to the satisfaction or waiver of certain customary conditions, including, but not limited to: (i) the approval of the Merger Agreement by the CH2M stockholders, (ii) the expiration or termination of applicable waiting periods under, or receipt of the applicable consents required under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and certain foreign antitrust and competition laws, each of which have been satisfied or obtained, (iii) the absence of any order, applicable law or other legal restraints of certain specified governmental authorities enjoining or otherwise prohibiting the consummation of the Merger, (iv) the accuracy of certain representations and warranties of each of the parties contained in the Merger Agreement, subject to specified materiality qualifications, (v) compliance, in all material respects, by each of the parties with their respective covenants contained in the Merger Agreement, (vi) the effectiveness of the registration statement on Form S-4 filed by the Company for the issuance of the Company common stock in the Merger, which was satisfied on November 9, 2017, and the approval of the listing of such shares on the New York Stock Exchange, (vii) the absence of a material adverse effect on either CH2M or the Company since the date of the Merger Agreement and (viii) the other conditions set forth in the Merger Agreement.

There can be no assurance that these conditions to the consummation of the Merger will be satisfied in a timely manner or at all.

In addition, other factors such as Jacobs’ ability to obtain the debt financing it needs to consummate the Merger, or legal proceedings related to the Merger, may affect when and whether the Merger will occur.

If the Merger is not consummated or is delayed, our ongoing business, financial condition and results of operations may be materially adversely affected and the market price of our common stock may decline significantly, particularly to the extent that the market price reflects a market assumption that the Merger will be consummated or will be consummated on a particular timeframe.

In addition, we and our subsidiaries may experience negative reactions from our respective clients, regulators, vendors and employees.

Furthermore, we have incurred and expect to continue to incur substantial expenses in connection with the completion of the transactions contemplated by the Merger Agreement.

If the Merger is not consummated, we will have paid these expenses without realizing the expected benefits of the transaction.

Any of the foregoing, or other risks arising in connection with a failure or delay in consummating the Merger, including the diversion of management attention or loss of other opportunities during the pendency of the Merger, could have a material adverse effect on our business, financial condition and results of operations.

If Jacobs’ financing for the Merger becomes unavailable, the Merger may not be completed.

Jacobs intends to finance the cash component of the consideration payable to CH2M stockholders in the Merger, the repayment of CH2M’s outstanding indebtedness and other transaction expenses with a combination of cash on hand and debt financing, which includes the Jacobs Term Loan Facility in an aggregate principal amount of $1.5 billion and additional borrowings under the Revolving Credit Facility.

Jacobs currently estimates that the aggregate principal amount of indebtedness to be incurred in connection with the Merger will be approximately $1.9 billion.

There are a number of conditions in the Jacobs Term Loan Credit Agreement and the Revolving Credit Facility that must be satisfied or waived in order for closing of the debt financing to occur.

There is a risk that these conditions will not be satisfied.

In the event that the financing contemplated by the Jacobs Term Loan Credit Agreement and the Revolving Credit Facility is not available, Jacobs may obtain alternative financing to finance the consideration payable to CH2M stockholders in the Merger, the repayment of CH2M’s outstanding indebtedness and other transaction expenses.

Such alternative financing may not be available on acceptable terms, in a timely manner or at all.

On many sites, we are responsible for safety and, accordingly, must implement safety procedures.

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.

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

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

If we are unable to properly support the costs we incur or otherwise fail to obtain proper reimbursement for all costs incurred - for whatever reason - the project may be less profitable than we expect or even result in losses.

Additionally, we may be required to pay liquidated damages if we fail to meet schedule or performance requirements of our contracts, which could harm our reputation and have a material adverse impact on our business, financial condition, and results of operation.

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

If these circumstances occur, we may be required to pay financial penalties or liquidated damages, provide additional services, or make additional investments to ensure adequate performance and delivery of the contracted services.

Under agreements with joint and several liabilities, we could be liable for both our obligations and those of our partners.

increase our cost or adversely impact project schedules.

negatively impact our revenue.

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

| | • | Embargoes; |

operations, including disruptions resulting from the evacuation of personnel, cancellation of contracts, or the loss of key employees, contractors or assets.

We may be adversely impacted by, or unable to fully realize the benefits of, our corporate reorganization.

In the second quarter of fiscal 2016, we reorganized the Company’s operating units into four lines of business, each of which is a separate reportable segment.

We may be unable to realize the anticipated longer term efficiency benefits of the reorganization.

Furthermore, our reorganization into four reportable segments, which also represent the Company’s reporting units, may have a material impact on the risk that an impairment charge of goodwill will occur.

In the past, with a single reportable segment the Company had two reporting units.

Following the reorganization, our number of reporting units has increased to four reporting units.

Our goodwill was allocated amongst the new reporting units, for purposes of goodwill impairment testing, on the basis of Enterprise Fair Values.

This allocation of goodwill to the four new reporting units could make it more likely that the Company will have an impairment charge in the future, in circumstances where an impairment charge may not have been necessary prior to the reorganization.

The

amount of any impairment could be significant and could have a material adverse impact on our financial condition and results of operations for the period in which the charge is taken.

For example, there is a growing consensus that new and additional regulations may be enacted concerning, among other things, greenhouse gas emissions could result in increased compliance costs for us and our clients.

steps to maintain or improve the efficiency and efficacy of our systems, the operation of such systems could be interrupted or result in the loss, corruption, or release of data.

We rely on industry accepted security measures and technology to securely maintain all confidential and proprietary information on our computer systems, but they may still be vulnerable to these threats.

If we are not able to react quickly to such events, or if a high concentration of our projects

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

[removed: Depending on the commercial terms of the contract, we recognize revenues either when costs are incurred, or using the] [added: The] percentage-of-completion method of accounting [added: is applied] by [removed: relating] [added: comparing] contract costs incurred to date to the total estimated costs at completion.

[removed: For contracts containing] [added: These] incentive [removed: fee arrangements,] fees [removed: are frequently] [added: can be] based on [added: a variety of factors but the most common are the] achievement of target completion dates, target costs, and/or other performance criteria.

[removed: We provide for contract] [added: Contract] losses [added: are provided for] in their entirety in the period they become [removed: known] [added: known,] without regard to the [removed: percentage of completion.][added: percentage-of-completion.]

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

[removed: In those situations where we have presented such claims to our clients, we include] [added: Unapproved change orders are included] in [removed: revenues] the [removed: amount of costs incurred, without profit,] [added: contract price] to the extent it is probable that [removed: the claims] [added: such change orders] will result in additional contract [removed: revenue,] [added: revenue] and the amount of such additional revenue can be reliably estimated.

Certain cost-reimbursable contracts with government customers as well as [removed: many] [added: certain] commercial clients provide that contract costs are subject to audit and adjustment.

In those situations where an audit indicates that we may have billed a client for costs [removed: that are] not allowable under the terms of the contract, we estimate the amount of such nonbillable costs and adjust our revenues accordingly.

[removed: The assets of our joint ventures, therefore, consist almost entirely of cash and receivables] (representing amounts due from clients), and the liabilities of our joint ventures consist almost entirely of amounts due to the joint venture partners (for services provided by the partners to the joint ventures under their individual subcontracts) and other subcontractors.

Page [removed: 36][added: 51]

[removed: See] [added: For risks related to the Merger, see] Item [removed: 1A – Risk] [added: 1A-Risk] Factors above.

Under U.S. GAAP, our share of [added: profits and] losses associated with the contracts held by the joint [removed: ventures, if and when they occur, has always been] [added: ventures is] reflected in our Consolidated Financial Statements.

In evaluating [removed: the Company's joint ventures (also referred to as "variable interest entities", or "VIEs")] [added: our VIEs] for [removed: accounting and consolidation purposes,] [added: possible consolidation,] we perform a qualitative analysis to determine whether or not [removed: the Company has] [added: we have] a “controlling financial interest” in the [removed: VIE.][added: VIE as defined by U.S. GAAP.]

There were no changes in facts and circumstances [removed: in] [added: during] the period that caused the Company to reassess the method of accounting for its VIEs.

The actuarial assumptions used in determining the funded statuses of the plans are provided in Note 7 – Pension [added: and other Postretirement Benefit] 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: 2017] [added: 2018] range from 3.5% to 8.5% [removed: compared to 3.5% to 8.5%] [added: which is the same] for the [removed: prior year.][added: fiscal 2017.]

We believe the range of rates selected for fiscal [removed: 2017] [added: 2018] 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: 1.6%] [added: 0.7%] to [removed: 7.8%] [added: 7.0%] in fiscal [removed: 2015] [added: 2016] to a range of [removed: 0.7%] [added: 1.3%] to 7.0% in fiscal [removed: 2016.][added: 2017.]

For example, if the discount rate used to value the net pension benefit obligation (“PBO”) at September 30, [removed: 2016,] [added: 2017,] was higher (lower) by 0.5%, the PBO would have been lower (higher) at that date by approximately [removed: $124.4] [added: $119.7] million for non-U.S. plans, and by approximately [removed: $9.1] [added: $7.3] 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 2017 would be lower (higher) by approximately [removed: $10.0] [added: $10.7] million for non-U.S. plans, and by approximately $1.3 million for U.S. plans.

Page [removed: 37][added: 52]

During the second quarter of fiscal 2016, we reorganized our operations around four global lines of [removed: business.][added: business, which also serve as our operating segments: Petroleum & Chemicals, Buildings & Infrastructure, Aerospace & Technology, and Industrial.]

[removed: The] [added: Any] valuation technique used to estimate the fair value of [removed: the] [added: a] reporting [removed: units] [added: unit] requires the use of significant estimates and assumptions, including revenue growth rates, operating margins, discount rates and future market conditions, among others.

The fair values for each reporting unit exceeded the respective book values ranging from [removed: 28%] [added: 27%] to [removed: 90%.][added: 110%.]

In performing the Company’s annual impairment test as of the end of the third quarter of fiscal [removed: 2016] [added: 2017] 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.

We have determined that the fair value of our reporting units substantially exceeded their respective carrying values for the [added: Consolidated] Balance Sheets presented.

Fiscal [added: 2017 Compared to Fiscal] 2016

[removed: The four global LOBs are:] Petroleum & Chemicals, [removed: Buildings & Infrastructure,] Aerospace & [removed: Technology,] [added: Technology] and [removed: Industrial.][added: Buildings & Infrastructure LOBs, partially offset by an increase in the Industrial LOB.]

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

Actions related to the 2015 Restructuring [removed: completed during the fiscal year] include involuntary terminations, the abandonment of certain leased offices, combining operational organizations, and the co-location of employees into other existing offices.

The majority of the costs [removed: of] [added: associated with] the 2015 Restructuring are included in [removed: selling, general, and administrative] [added: SG&A] expense in the [removed: accompanying] Consolidated Statements of Earnings.

[removed: In addition] [added: The $(41.4) million loss on disposal in fiscal 2016 was mainly attributable] to the [removed: 2015 Restructuring and] [added: Company’s loss on] the sale of our French [removed: subsidiary, the Company’s consolidated results] [added: subsidiary] of [removed: operations for fiscal 2016 also include] [added: $24.4 million, and] a non-cash write-off on an equity investment of [removed: $10.4 million, or $0.09 per share.][added: $17.0 million.]

The following table summarizes the effects of [removed: the 2015] Restructuring and other [removed: events on] [added: charges and CH2M and professional fees and integration costs in] the [removed: Company's] [added: Company’s] consolidated results of operations for [removed: fiscal] [added: the years ended September 29, 2017, September 30,] 2016 and [removed: fiscal 2015] [added: October 2, 2015, respectively] (in thousands, except for earnings per share):

| | | Year Ended | | | | | | | | | | | [added: | | | |]

| | | September [removed: 30, 2016] [added: 29, 2017] | | | | [added: %] | | | [added: September 30, 2016] | | | | [added: | % | |]

| | | U.S. GAAP | | | | Effects of 2015 Restructuring [removed: and other items] | | | | [removed: Without 2015 Restructuring and other items] [added: Adjusted] | | |

| Selling, general and administrative [added: expenses] | | [removed: $] | [removed: 1,429,233] [added: (1,429,233] | [added: )] | | [removed: $] | [removed: (187,630] [added: 187,630] | [removed: )] | | [removed: $] | [removed: 1,241,603] [added: (1,241,603] | [added: )] |

| Earnings [removed: Before Taxes] [added: before taxes] | | | 286,723 | | | | [removed: (229,317] [added: 229,317] | [removed: )] | | | 516,040 | |

| Income [removed: Tax Benefit (Expense)] [added: tax expense] | | | (72,208 | ) | | | [removed: 66,225] [added: (66,225] | [added: )] | | | (138,433 | ) |

| Net earnings of the [removed: Group] [added: group] | | | 214,515 | | | | [removed: (163,092] [added: 163,092] | [removed: )] | | | 377,607 | |

Revenue Accounting for Contracts and Use of Joint Ventures - We recognize revenue earned on our technical professional and field services projects under the percentage-of-completion method described in ASC 605-35, Construction-Type and Production-Type Contracts.

Pre-contract costs are generally expensed as incurred.

Contracts are generally segmented between types of services, such as project services and construction, and accordingly, gross margin related to each activity is recognized as those separate services are rendered.

On cost-reimbursable contracts, the cost of materials and subcontracts are generally excluded from the calculation of the measure of progress towards completion to provide a more meaningful allocation of income.

Claims meeting these recognition criteria are included in revenues only to the extent of the related costs incurred.

Certain cost-reimbursable contracts include incentive-fee arrangements.

Failure to meet these targets can result in unrealized incentive fees.

We recognize incentive fees based on expected results using the percentage-of-completion method of accounting.

As the contract progresses and more information becomes available, the estimate of the anticipated incentive fee that will be earned is revised as necessary.

We bill incentive fees based on the terms and conditions of the individual contracts.

In certain situations, we are allowed to bill a portion of the incentive fees over the performance period of the contract.

In other situations, we are allowed to bill incentive fees only after the target criterion has been achieved.

Incentive fees which have been recognized but not billed are included in receivables in the accompanying Consolidated Balance Sheets.

Revenues are not recognized for non-recoverable costs.

When we are directly responsible for subcontractor labor or third-party materials and equipment, we reflect the costs of such items in both revenues and costs (and we refer to such costs as “pass-through” costs).

On those projects where the client elects to pay for such items directly and we have no associated responsibility for such items, these amounts are not reflected in either revenues or costs.

The assets of our joint ventures, therefore, consist almost entirely of cash and receivables

Certain of our joint ventures meet the definition of a VIE.

We consolidate only those VIEs over which we have a controlling financial interest and are the primary beneficiary.

In addition, our insurance

policies may contain exclusions for certain matters, and insurance companies may seek to deny coverage for claims against us.

We determined that this new organization would better support the needs of managing each unique set of customers that fall within each segment.

As a result of the new organization, we subsequently realigned our internal reporting structures to enable our Chief Executive Officer, who is also our Chief Operating Decision Maker, to evaluate the performance of each of these segments and make appropriate resource allocations among each of the segments.

For purposes of our goodwill impairment testing, we have determined that our operating segments are also our reporting units based on management’s conclusion that the components comprising each of our operating segments share similar economic characteristics and meet the aggregation criteria in accordance with ASC 350.

Restructuring and Other Charges

We refer to these initiatives, in the aggregate, as the "2015 Restructuring".

These activities evolved and developed over time as management identified and evaluated opportunities for changes in the Company’s operations (and related areas of potential cost savings), as economic conditions changed and as the realignment of the Company’s operations into its four global lines of business was implemented.

We did not exit any service types or client end-markets in connection with the 2015 Restructuring.

The following table summarizes the impact of the 2015 Restructuring for the years ended September 29, 2017, September 30, 2016 and October 2, 2015 (in thousands):

| | | For the Years Ended | | | | | | | | | | |

| | | September 29, 2017 | | | | September 30, 2016 | | | | October 2, 2015 | | |

| Lease Abandonments | | $ | 55,647 | | | $ | 92,643 | | | $ | 90,569 | |

| Involuntary Terminations | | | 30,716 | | | | 85,599 | | | | 55,313 | |

| Outside Services | | | 4,236 | | | | 7,398 | | | | 12,734 | |

| Other restructuring related, net | | | 8,089 | | | | 2,267 | | | | (1,424 | ) |

| Total | | $ | 98,688 | | | $ | 187,907 | | | $ | 157,192 | |

The 2015 Restructuring was completed in the fourth quarter of fiscal 2017, with the results of this program generally being in line with management’s expectations.

The Company expects annual savings from the 2015 Restructuring to be approximately $285 million per year.

During the second fiscal quarter of 2017, the Company entered into strategic business restructuring activities associated with realignment of its Europe, U.K. and Middle East regional operations in our Buildings & Infrastructure segment.

Pre-tax net charges of $22.6 million were recorded associated mainly with net realizable value write-offs on contract accounts receivable of $16.5 million, with additional charges recorded for statutory redundancy and severance costs of $1.4 million and other liabilities of $4.7 million which are both expected to be paid or settled within fiscal 2018.

This method of revenue recognition requires us to prepare estimates of costs to complete contracts in progress as of the balance sheet dates.

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

Many of our engineering and construction contracts provide for reimbursement of costs plus a fixed or percentage fee.

Failure to meet these targets or increases in contract costs can result in unrealized incentive fees or non-recoverable costs, which could exceed revenues recognized from the project.

The nature of our business sometimes results in clients, subcontractors or vendors presenting claims to us for recovery of costs they incurred in excess of what they expected to incur, or for which they believe they are not contractually responsible.

In those situations where a claim against us may result in additional costs to the contract, we include in the total estimated costs of the contract (and therefore, the estimated amount of margin to be earned under the contract) an estimate, based on all relevant facts and circumstances available, of the additional costs to be incurred.

Similarly, and in the normal course of business, we may present claims to our clients for costs we have incurred for which we believe we are not contractually responsible.

Costs associated with unapproved change orders are included in revenues using substantially the same criteria used for claims.

Our joint ventures, therefore, are simply mechanisms used to deliver engineering and construction services to clients.

Generally they do not, 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.

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

The Company is deemed to have a controlling financial interest in a VIE if it has (i) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance; and (ii) the right to receive benefits, or obligation to absorb losses, that could potentially be significant to the VIE.

In making our qualitative analysis, the Company assesses each VIE to determine those activities that most significantly impact the VIE's economic performance and whether the Company, another entity, or multiple entities have the power to direct those activities.

If we determine that we have the power to direct those activities of the VIE that most significantly impact its financial performance and have the right or obligation to receive benefits or absorb losses that could potentially be significant to the VIE, then we are the primary beneficiary of the VIE and we consolidate the VIE.

If we determine that we do not have the power to direct the most significant activities of the VIE or power is shared by two or more unrelated parties, then we are not the primary beneficiary and we do not consolidate the VIE.

The Company does not currently participate in any significant VIEs in which it has a controlling financial interest.

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.

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.

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

The 2015 Restructuring and Other Events Affecting Fiscal 2016

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

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

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.

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.

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

The 2015 Inter-company Debt Refinancing

During the third quarter of fiscal 2015, the Company completed the refinancing of certain international inter-company debt (the "2015 Inter-company Debt Refinancing").

The 2015 Inter-company Debt Refinancing resulted in a one-time tax benefit of $23.1 million, or $0.18 per share.

2016 Overview

Excluding the effects of the 2015 Restructuring and these other events, the Company's adjusted net earnings for fiscal 2016 decreased by $37.3 million, or 9.1%, compared to the prior year.

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.

[removed: Please refer to the discussion of the 2014 Facility and the 2012 Facility in the liquidity and capital resources discussion in] Management's Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report on Form 10-K, and Note [removed: 5] [added: 6] - Borrowings in Notes to Consolidated Financial Statements beginning on Page F-1 of this Annual report on Form 10-K.

Please refer to the discussion of the Revolving Credit Facility and the Term Loan Facility in the liquidity and capital resources discussion in Part II, Item 7.

We focus our services on clients operating in the following [removed: industries and markets:][added: sectors:]

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

From [added: consulting and] feasibility studies to design, to engineering, to construction, to start-up and commissioning, and then to operations and maintenance, we [added: customize our services to meet]

[removed: customize our services to meet] business and project goals.

Through continuous [removed: improvement upon our performance,] [added: improvement, with] our [removed: tools,] [added: tools] and our processes, we believe we can offer our clients superior value when they do business with us.

Some of the benefits achieved through the Value Plus program include lower total installed [removed: cost,] [added: costs,] shorter [removed: schedule,] [added: schedules,] and reduced life cycle [removed: cost.][added: costs.]

When the Value Plus cycle is complete, the project team and client identify [added: and agree on the] unique cost and/or schedule reductions for the project.

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

We strive to present a clear and consistent image of our Company to our clients, employees, shareholders, and business [removed: partners -] [added: partners,] regarding how we behave, how we communicate, how we look, and most importantly, how our promises to our clients are [removed: delivered -] [added: delivered,] anywhere in the world.

We accomplish this foremost through our [removed: core] [added: vision, mission and] values, which allow us to behave as one company and unify us worldwide.

By keeping our [removed: core] values as a central focus of our Company, we are able to think the same way and arrive at similar conclusions, regardless of our physical location.

Each year we issue a Sustainability Report that describes many of our efforts and accomplishments regarding [removed: environmental] sustainability.

Although we are a large company with over [removed: 54,000] [added: 54,700] 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 [removed: system] [added: globe] as they grow their careers.

[removed: Jacobs has grown significantly since its founding in 1947; both through] [added: Both] organic growth and [removed: through] strategic [removed: acquisitions,] [added: acquisitions play] an important part of the Company’s growth strategy.

By working with our clients [removed: on] [added: to solve] their [removed: capital programs,] [added: challenges,] we increase our understanding of their overall business needs, as well as the unique technical requirements of their specific projects.

This increased understanding enables [removed: us, we believe,] [added: us] to provide superior value to our clients.

In complex economic times, we [added: believe we] have the ability to evolve along with market cycles worldwide.

The Role of Acquisitions and Strategic Investments in the Development [added: of] Our Business

We favor acquisitions that are aligned with our growth strategy, which [removed: targets] [added: target] enhancements of our [removed: market position] [added: capabilities] and [removed: adding] [added: add] value to our customers and shareholders.

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

[removed: The] [added: Also, see the] following [removed: is a] brief description of some of our recent key acquisitions (in reverse chronological order):

| | • | On December 7, 2015, we acquired [removed: J.L] [added: 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. |

| | • | 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 allow the firm to provide engineering design for [removed: all types of] chemical projects in China [removed: irrespective of project size plus procurement] and project management services for various projects in China. [removed: These combined resources enable Jacobs to offer customers in China a complete spectrum of services for all types of chemical and petrochemical projects.] |

During the second quarter of fiscal 2016, we reorganized our operations around four global lines of [removed: business.][added: business, or “LOBs”.]

This reorganization [removed: is] [added: was] intended to better serve our global clients, leverage our workforce, help streamline operations, and provide enhanced growth opportunities.

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

Each [removed: business unit] [added: LOB] has a president that reports directly to the Company's [removed: President] [added: Chairman] & CEO.

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

[removed: has] [added: In connection with the reorganization, the Company] significantly modified its cash incentive plan utilizing [removed: forecasted] performance metrics aligned along the new lines of business.

Our services fall into four broad categories: [removed: project services; process scientific,] [added: Project Services; Process, Scientific] and [removed: systems consulting services; construction services;] [added: Systems Consulting Services; Construction Services;] and [removed: operations] [added: Operations] and [removed: maintenance services.][added: Maintenance Services.]

Through safety in design we integrate best practices, hazard analysis, and risk assessment methods early in the design phase of projects, [removed: taking those steps necessary to eliminate] [added: with the goal of eliminating] or [removed: mitigate] [added: mitigating] injury and damage during the construction, start-up, testing and commissioning, and operations phases of a project.

Project Services also includes planning, scheduling, procurement, estimating, cost engineering, project accounting, [added: project delivery (quality), safety, and all other key support services needed for complete cradle-to-grave project delivery.]

Process, [removed: Scientific,] [added: Scientific] and Systems Consulting Services

Such services typically are more technical and scientific in nature than other project services we provide, and may involve [removed: such] tasks [added: such] as supporting the development and testing of conventional weapons systems; weapons modeling and simulations; computer systems development, maintenance, and support; evaluation and testing of mission-critical control systems; aerospace, testing, and propulsion systems and facilities; cyber security and IT services; and other highly technical or scientific tasks.

The financial risk to us of constructing complex assets based on designs prepared by third parties may be particularly significant on fixed-price [removed: contracts;] [added: contracts,] though we ensure appropriate controls are in place to manage risk.

[removed: only] [added: However, we will pursue construction-only] projects when we can negotiate pricing and other contract terms we deem acceptable and which we believe can result in a fair return for the degree of risk we assume.

In addition, O&M services offer us an opportunity [removed: for] [added: to build and maintain] long-term relationships with clients.

The following table sets forth our revenues from each of our four service categories for [removed: each of] the [removed: last three fiscal] years [added: ended September 29, 2017, September 30, 2016 and October 2, 2015] (in thousands):

| [added: 2017] | | [added: | |] 2016 | | | | 2015 | | | | 2014 | | | [added: | 2013 | | |]

| Project Services | | $ | [removed: 5,738,840] [added: 4,805,863] | | | $ | [removed: 6,307,015] [added: 5,738,840] | | | $ | [removed: 6,576,004] [added: 6,307,015] | |

Jacobs was founded in 1947 and incorporated as a Delaware corporation in 1987.

Our strategy is based on three key priorities:

| | • | Build a High Performance Culture – Reinforce a culture of accountability, inspirational leadership and innovation that will drive long-term outperformance; |

| | • | Transform the Core – Fundamentally change the way we operate to improve project delivery, sales effectiveness and business excellence; and |

| | • | Grow Profitably – Execute a balanced strategy focused on organic growth, M&A and active portfolio management to drive profitable growth in the most attractive sectors and geographies. |

We have commenced a mental health program which aims to promote positive mental health across our Company.

With respect to our values:

| | • | Our values stand on a foundation of safety and integrity; |

| | • | People are the heart of our business; |

| | • | Clients are our valued partners; |

| | • | Performance excellence is our commitment; and |

Our Vision statement “solutions for a more connected sustainable world” underpins our commitment to sustainability.

Plan Beyond is how we define and identify with our approach to sustainability.

Building on BeyondZero and our culture of caring, Plan Beyond helps us to focus on looking beyond our company and how we contribute as a global corporate citizen.

Our sustainability activities encompass Jacobs stakeholders at Jacobs including our clients, our people and wider communities, our supply chain partners and our investors.

Through planning beyond compliance our people are empowered to explore, to innovate, and to develop solutions that help our clients deliver their sustainable goals.

We have the experience and competency to assist our clients with the challenges of climate change, resilience of cities and infrastructure, efficient and sustainable procurement, resource reuse and recycling, water resource management, energy source management and environmental protection and enhancement.

As our company values espouse, people are the heart of our business.

It is the talent of our people that is the key to our contribution to achieving our company vision.

By their innovation and determination to embed sustainability into their design and delivery of service, we will contribute significantly to address the challenges facing sustainability through the thousands of clients, and their stakeholders, whom we work with every year.

Jacobs has grown significantly since its founding in 1947.

Our approach provides us with opportunities to market the following services to our clients:

| | • | consulting; |

| | • | system enhancements; |

| | • | pre-design phases of large projects, which include master planning, project permitting, and project finance options; |

| | • | design phase; and |

| | • | construction, post-start-up and commissioning phases of a facility, including operations and maintenance services. |

On August 1, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CH2M HILL Companies, Ltd. (“CH2M”), and Basketball Merger Sub Inc., a direct wholly-owned subsidiary of the Company (“Merger Sub”).

Pursuant to and subject to the terms and conditions of the Merger Agreement, (i) Merger Sub will merge with and into CH2M, with CH2M continuing as the surviving corporation and becoming a wholly-owned subsidiary of the Company (the “Merger”) and (ii) each outstanding share of common stock of CH2M will be converted into the right to receive, at the election of the holder thereof in accordance with, and subject to, the terms, conditions and procedures set forth in the Merger Agreement, in each case without interest the following consideration: (a) the combination of (x) $52.85 in cash and (y) 0.6677 shares of common stock, par value $1.00 per share, of the Company; (b) $88.08 in cash; or (c) 1.6693 shares of the Company’s common stock.

The Merger is subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by CH2M stockholders.

| | • | On August 31, 2017, we acquired Blue Canopy, LLC headquartered in Reston, Virginia. Blue Canopy provides data analytics, cybersecurity and application development. |

| | • | On January 27, 2017, we acquired Aquenta Consulting Pty Ltd. (“Aquenta”) headquartered in Sydney, Australia. Aquenta provides integrated project services. |

| | | September 29, 2017 | | | | September 30, 2016 | | | | October 2, 2015 | | |

We provide environmental characterization and restoration services to

We added specialist integrated project services capability through the Aquenta acquisition in Australia in early 2017.

These skills include cost management & analysis, project planning & controls, contract & commercial advisory services, and

project management services.

These services are provided across the breadth of Jacobs client sectors with the potential to further expand to other geographies.

The following table summarizes our backlog for the years ended September 29, 2017, September 30, 2016 and October 2, 2015 (in thousands):

| Backlog: | | September 29, 2017 | | | | September 30, 2016 | | | | October 2, 2015 | | |

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

The relationships we have with our clients drive our business.

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.

Our core values are:

| | • | People are our greatest asset; |

| | • | We are relationship-based; and |

The balance inherent in our core values is also evident in our approach to sustainability, which maintains an even balance among the people, the economics, and the environmental aspects of business.

Jacobs is driven to continuously

improve efficiency and reduce energy and resource use, practices that drive down costs and contribute to a lower impact on the environment.

The Company adheres to the following seven sustainability principles:

| | • | Sustainable development is a corporate priority; |

| | • | We seek broad, deep, differentiated capabilities and services; |

| | • | Sustainable development is integrated into our business; |

| | • | Training and education are important; |

| | • | Our facilities and operations follow sustainable principles; |

| | • | We contribute to the common effort for sustainability; and |

| | • | We are open and transparent. |

Our approach provides us with opportunities to market the services our clients are expected to need in the pre-design phase, such as master planning, permitting, or project finance options; in the design phase; and in the construction, post-start-up and commissioning phases of a facility, including operations and maintenance services.

| | • | 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 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 complex, mission critical voice, data and video networks. |

| | • | On February 7, 2014, we acquired Eagleton Engineering, LLC ("Eagleton") headquartered in Houston, Texas. The acquisition 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. |

| | • | On December 24, 2014, we acquired the assets of FMHC Corporation ("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. |

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

| | • | 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 services headquartered in Sydney, Australia. Due to its size and complexities, more information about the SKM acquisition is provided throughout this report. |

| | • | On November 22, 2013, we acquired certain assets and liabilities of MARMAC Field Services, Inc. headquartered in Costa Mesa, California. The acquisition enhanced our capabilities in pipeline engineering and design services; both geographically and by adding additional capabilities to serve the utility and gas industries. |

| | • | On October 18, 2013, we acquired a 45% interest in Guimar Engenharia, a privately held engineering services and project management/construction management ("PMCM") company based in Rio de Janeiro, Brazil. The acquisition represents Jacobs’ first significant investment in Brazil. Guimar has a broad client base and operations throughout Brazil, where it is a leading provider of PMCM services for clients in the pulp and paper, petroleum, chemicals, food and beverage, mining and minerals, building and infrastructure industries. |

| | • | On October 14, 2013, we acquired substantially all the assets and liabilities of the Trompeter Group headquartered in Detroit, Michigan. This acquisition enhances our capabilities in advanced engineering services, maintenance support, technical training services, and contingent workforce services to the automotive manufacturing industry. |

| | • | On August 30, 2013, our South African joint venture, Jacobs Matasis (Proprietary) Limited, acquired Ilitha Projects and Ilitha Staffing. Ilitha Projects provides management and Engineering, Procurement, Construction and Management (“EPCM”) services to clients in a broad range of market sectors, including oil and gas, refining, chemicals, power, nuclear, marine mining, and metals. Ilitha Staffing supplies technical contract staff sourcing and management services with a strong emphasis on integration with the client’s culture and business practices. |

| | • | Commencing on June 6, 2013, and through the end of fiscal 2015, we acquired further ownership interests in Consulting Engineering Services (India) Private Limited (“CES”), an infrastructure and civil engineering company headquartered in Delhi, India. As of the end of fiscal 2015, the Company's ownership interest in CES is 99.2%. CES provides a range of solutions in infrastructure development, planning, engineering, and construction management. |

| | • | On May 28, 2013, we acquired Compass Technology Services, Inc. ("Compass"), headquartered in Atlanta, Georgia. Compass is a provider of telecommunications professional and field services in the Southeastern U.S. and enhances our capabilities in wireless telecommunications infrastructure design and construction. |

| | • | In August 2012, we acquired a consulting project management business based in Sydney, Australia. The primary purpose of this acquisition was to expand our geographic presence and grow our infrastructure business in Australia. |

| | • | In December 2011, we acquired Unique World Pty Ltd. ("Unique World"), headquartered in Sydney, Australia. Unique World is an information management and knowledge management consultancy specializing in enabling technologies such as collaboration, business process automation, business intelligence, intranets, and portals. Unique World expanded our capabilities in Australia to include such information technology ("IT") services, as well as expanding the client base to which we can offer these services. |

| | • | In November 2011, we acquired KlingStubbins, Inc., a 500-person firm headquartered in Philadelphia, Pennsylvania with offices located throughout the U.S. and China. KlingStubbins provides professional services in the areas of architecture, engineering, interiors, planning, and landscape architecture. The markets served by KlingStubbins include corporate/commercial, governmental, science and technology, higher education, mission critical, and interiors. |

After we complete an acquisition, we move quickly to integrate the newly acquired operations.

We typically assign senior operations personnel to manage the overall integration process with assistance from our sales, accounting, legal, IT, human resources, and risk management departments.

Although integrating newly acquired businesses can be very challenging, the assimilation process is critical in order to assure (i) an appropriate return is realized versus the cost of the acquisition (ii) that our global businesses processes and systems are properly deployed throughout the newly-acquired entities and (iii) that we can begin to leverage off the acquired talents, skills, and expertise to grow our business and help our clients execute their capital programs.

Newly acquired businesses are generally not left as stand-alone entities within the Company’s internal reporting system.

The businesses we acquire are typically folded in to existing operational organizations within the Company.

In connection with the reorganization, the Company

Page 31

10-K 1 [removed: jec-10k_20160930.htm] [added: jec-10k_20170929.htm] 10-K

For the fiscal year ended September [removed: 30, 2016] [added: 29, 2017] Commission File No. 1-7463

There were [removed: 120,750,218] [added: 120,466,122] shares of common stock outstanding as of November [removed: 18, 2016.][added: 10, 2017.]

The aggregate market value of the Registrant’s common equity held by non-affiliates was approximately [removed: $5.3] [added: $6.7] billion as of [removed: April 1, 2016,] [added: March 31, 2017,] 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: 2017] [added: 2018] annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Fiscal [removed: 2016] [added: 2017] Annual Report on Form 10-K

| | | Item 1A. | | [Risk Factors](#ITEM_1A__RISK_FACTORS) | | Page [removed: 16] [added: 15] |

| | | Item 1B. | | [Unresolved Staff Comments](#ITEM_1B__UNRESOLVED_STAFF_COMMENTS) | | Page [removed: 31] [added: 34] |

| | | Item 2. | | [Properties](#ITEM_2_PROPERTIES) | | Page [removed: 31] [added: 34] |

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

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

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

| | | Item 6. | | [Selected Financial Data](#ITEM_6_SELECTED_FINANCIAL_DATA) | | Page [removed: 35] [added: 37] |

| | | Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F) | | Page [removed: 36] [added: 38] |

| | | Item 7A. | | [Quantitative and Qualitative Disclosures About Market Risk](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS) | | Page [removed: 51] [added: 57] |

| | | Item 8. | | [Financial Statements and Supplementary Data](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR) | | Page [removed: 51] [added: 57] |

| | | Item 9. | | [Changes in and Disagreements With Accountants On Accounting and Financial Disclosure](#ITEM_9_CHANGES_IN_DISAGREEMENTS_WITH_ACC) | | Page [removed: 51] [added: 57] |

| | | Item 9A. | | [Controls and Procedures](#ITEM_9A_CONTROLS_PROCEDURES) | | Page [removed: 51] [added: 57] |

| | | Item 9B. | | [Other Information](#ITEM_9B_OR_INFORMATION) | | Page [removed: 52] [added: 58] |

| | | Item 10. | | [Directors, Executive Officers and Corporate Governance](#ITEM_10_DIRECTORS_EXECUTIVE_FICERS_CORPO) | | Page [removed: 53] [added: 59] |

| | | Item 11. | | [Executive Compensation](#ITEM_11_EXECUTIVE_COMPENSATION) | | Page [removed: 53] [added: 59] |

| | | Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM_12_SECURITY_OWNERSHIP_CERTAIN_BENEF) | | Page [removed: 53] [added: 59] |

| | | Item 13. | | [Certain Relationships and Related Transactions, and Director Independence](#ITEM_13_CERTAIN_RELATIONSHIPS_RELATED_TR) | | Page [removed: 54] [added: 60] |

| | | Item 14. | | [Principal Accounting Fees and Services](#ITEM_14_PRINCIPAL_ACCOUNTING_FEES_SERVIC) | | Page [removed: 54] [added: 60] |

| | | Item 15. | | [Exhibits and Financial Statement Schedules](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH) | | Page [removed: 55] [added: 61] |

| | | | | [Signatures](#SIGNATURES) | | Page [removed: 60] [added: 66] |

| Emerging growth company | | ☐ | | | | |

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

Page [removed: 32][added: 34]

According to the records of our transfer agent, there were [removed: 1,073] [added: 989] shareholders of record as of November [removed: 18, 2016.][added: 10, 2017.]

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

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

[removed: A summary of] [added: There were no] repurchases of our common stock [removed: each fiscal month] during the fourth quarter of fiscal [removed: 2016 is as follows (in thousands, except per-share amounts):][added: 2017.]

Page [removed: 33][added: 35]

The following graph and table shows the changes over the [removed: past] five-year period [added: ended September 29, 2017] in the value of $100 [removed: invested at] [added: as of] the [removed: end] [added: close] of [removed: fiscal 2011] [added: market on September 30, 2012] in (1) the common stock of Jacobs Engineering Group Inc., (2) the Standard & Poor’s 500 [added: Stock] Index, and (3) the Dow Jones Heavy Construction Group Index.

[removed: ][added: ]

| | | [removed: 2011 | | | |] 2012 | | | | 2013 | | | | 2014 | | | | 2015 | | | | 2016 | | | [added: | 2017 | | |]

Page [removed: 34][added: 36]

| Fiscal 2017: | | | | | | | | |

| First quarter | | $ | 49.16 | | | $ | 63.42 | |

| Second quarter | | | 52.39 | | | | 62.20 | |

| Third quarter | | | 50.53 | | | | 55.97 | |

| Fourth quarter | | | 49.31 | | | | 58.51 | |

On December 1, 2016, the Company announced that the Board of Directors has approved the initiation of a cash dividend program.

Quarterly dividends of $0.15 per share were paid in each of the second, third and fourth quarters of fiscal 2017.

On September 27, 2017, the Board of Directors declared a quarterly cash dividend of $0.15 per share, which was paid on November 10, 2017.

Future dividend payments are subject to review and approval by the Company’s Board of Directors.

| Jacobs Engineering Group Inc. | | | 100.00 | | | | 143.90 | | | | 120.75 | | | | 92.58 | | | | 127.92 | | | | 145.32 | |

| S&P 500 | | | 100.00 | | | | 119.34 | | | | 142.89 | | | | 142.02 | | | | 163.93 | | | | 194.44 | |

| Dow Jones US Heavy Construction | | | 100.00 | | | | 125.97 | | | | 120.24 | | | | 89.30 | | | | 101.31 | | | | 109.49 | |

| --- | --- |

| Fiscal 2015: | | | | | | | | |

| First quarter | | $ | 39.78 | | | $ | 49.94 | |

| Second quarter | | | 37.87 | | | | 45.49 | |

| Third quarter | | | 41.68 | | | | 48.25 | |

| Fourth quarter | | | 36.05 | | | | 44.64 | |

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

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

| 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.

| 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 | |

| | | [removed: 2016] [added: 2017] (a) | | | | [removed: 2015] [added: 2016] (b) | | | | [removed: 2014] [added: 2015] (c) | | | | [removed: 2013] [added: 2014 (d)] | | | | [removed: 2012 (d)] [added: 2013] | | |

| Revenues | | $ | [removed: 10,964,157] [added: 10,022,788] | | | $ | [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] | |

| Net earnings attributable to Jacobs | | | [removed: 210,463] [added: 293,727] | | | | [removed: 302,971] [added: 210,463] | | | | [removed: 328,108] [added: 302,971] | | | | [removed: 423,093] [added: 328,108] | | | | [removed: 378,954] [added: 423,093] | |

| Current ratio | | [removed: 1.61] [added: 1.56] to 1 | | | | [removed: 1.58] [added: 1.61] to 1 | | | | 1.58 to 1 | | | | [removed: 2.07] [added: 1.58] to 1 | | | | [removed: 1.99] [added: 2.07] to 1 | | |

| Working capital | | | [removed: 1,081,784] [added: 1,069,953] | | | | [removed: 1,141,512] [added: 1,081,784] | | | | [removed: 1,372,332] [added: 1,141,512] | | | | [removed: 2,020,853] [added: 1,372,332] | | | | [removed: 1,722,656] [added: 2,020,853] | |

| Current assets | | | [removed: 2,864,470] [added: 2,996,180] | | | | [removed: 3,122,678] [added: 2,864,470] | | | | [removed: 3,722,178] [added: 3,122,678] | | | | [removed: 3,908,473] [added: 3,722,178] | | | | [removed: 3,469,708] [added: 3,908,473] | |

| Total assets | | | [removed: 7,360,022] [added: 7,380,859] | | | | [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] | |

| Cash | | | [removed: 655,716] [added: 774,151] | | | | [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] | |

| Long-term debt | | | [removed: 385,330] [added: 235,000] | | | | [removed: 584,434] [added: 385,330] | | | | [removed: 764,075] [added: 584,434] | | | | [removed: 415,086] [added: 764,075] | | | | [removed: 528,260] [added: 415,086] | |

| Total Jacobs stockholders’ equity | | | [removed: 4,265,276] [added: 4,428,352] | | | | [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] | |

| Return on average equity | | | [removed: 4.92] [added: 6.76] | % | | | [removed: 6.92] [added: 4.92] | % | | | [removed: 7.56] [added: 6.92] | % | | | [removed: 10.66] [added: 7.56] | % | | | [removed: 10.77] [added: 10.66] | % |

| Technical professional services | | | [removed: 12,013,121] [added: 12,593,615] | | | | [removed: 11,692,404] [added: 12,013,121] | | | | [removed: 12,607,029] [added: 11,692,404] | | | | [removed: 11,118,400] [added: 12,607,029] | | | | [removed: 10,266,500] [added: 11,118,400] | |

| Field services | | | [removed: 6,747,408] [added: 7,194,998] | | | | [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] | |

| Total | | | [removed: 18,760,529] [added: 19,788,613] | | | | [removed: 18,806,570] [added: 18,760,529] | | | | [removed: 18,380,034] [added: 18,806,570] | | | | [removed: 17,217,900] [added: 18,380,034] | | | | [removed: 15,909,700] [added: 17,217,900] | |

| Basic earnings per share | | | [removed: 1.75] [added: 2.43] | | | | [removed: 2.42] [added: 1.75] | | | | [removed: 2.51] [added: 2.42] | | | | [removed: 3.27] [added: 2.51] | | | | [removed: 2.97] [added: 3.27] | |

| Diluted earnings per share | | | [removed: 1.73] [added: 2.42] | | | | [removed: 2.40] [added: 1.73] | | | | [removed: 2.48] [added: 2.40] | | | | [removed: 3.23] [added: 2.48] | | | | [removed: 2.94] [added: 3.23] | |

| Stockholders’ equity | | | [removed: 35.26] [added: 36.78] | | | | [removed: 34.85] [added: 35.26] | | | | [removed: 33.92] [added: 34.85] | | | | [removed: 32.00] [added: 33.92] | | | | [removed: 28.65] [added: 32.00] | |

| Average Number of Shares of Common Stock and Common Stock Equivalents Outstanding (Diluted) | | | [removed: 121,483] [added: 121,466] | | | | [removed: 126,110] [added: 121,483] | | | | [removed: 132,371] [added: 126,110] | | | | [removed: 130,945] [added: 132,371] | | | | [removed: 128,692] [added: 130,945] | |

| Common Shares Outstanding At Year End | | | [removed: 120,951] [added: 120,386] | | | | [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: (a)] [added: (b)] | Includes costs of $135.6 [removed: million] [added: 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. [added: For a description of these restructuring and other initiatives, see “Restructuring and Other Charges” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.] |

| [removed: (b)] [added: (d)] | Includes costs of [removed: $107.9 million] [added: $109.2 million,] or [removed: $0.86] [added: $0.82] per diluted share, related to the Company's restructuring initiatives in the [removed: second,] third and fourth [removed: quarters] [added: quarter] of fiscal [removed: 2015.] [added: 2014.] |

Page [removed: 35][added: 37]

| Cash Dividends Declared Per Common Share | | $ | 0.60 | | | | — | | | | — | | | | — | | | | — | |

| (a) | Includes costs of $87.9 million, or $0.73 per diluted share, related to the Company's restructuring and other initiatives in the first, second, third and fourth quarter of fiscal 2017. Also included in the fourth quarter of fiscal 2017 are after-tax charges of $10.6 million, or $0.09 per diluted share, respectively, in professional fees and related costs associated with the pending CH2M acquisition. For a description of these restructuring and other initiatives, see “Restructuring and Other Charges” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |

| (c) | 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. For a description of these restructuring and other initiatives, see “Restructuring and Other Charges” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |

| (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. |

| (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. |

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 September [removed: 30, 2016,] [added: 29, 2017,] the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”).

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures [added: (as defined in Rule 13a-15(e) under the Exchange Act)] 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 [added: or submitted] 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 [removed: appropriate,] [added: appropriate] to allow timely decisions regarding required disclosure.

Management is responsible for establishing and maintaining [added: for the Company] adequate internal controls over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

Page [removed: 51][added: 57]

There were no changes in the Company’s internal control over financial reporting during the Company’s fiscal quarter ended September [removed: 30, 2016] [added: 29, 2017] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Page [removed: 52][added: 58]

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 [removed: “The] [added: “Members of the] Board of [removed: Directors and its Committees”] [added: Directors,” “Corporate Governance”] 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.

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

The full text of [removed: the] [added: these] codes of ethics and corporate governance guidelines [removed: is] [added: are] available at our website at www.jacobs.com.

The information required by Items 407(d)(4) and (d)(5) of Regulation S-K is set forth under the caption [removed: “The Board of Directors and its Committees - Committees of the Board of Directors - Audit Committee”] [added: “Corporate Governance”] 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 this Item is set forth under the captions [removed: “The Board of Directors and its Committees - Compensation of Directors for Fiscal 2016,” “The Board of Directors and its Committees - Committees of the Board of Directors - Compensation Committee Interlocks and Insider Participation,”] [added: “Corporate Governance,”] “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.

The following table presents certain information about our equity compensation plans as of September [removed: 30, 2016:][added: 29, 2017:]

Page [removed: 53][added: 59]

| [removed: (a)] | [removed: 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] [added: and restated] (the “1989 ESPP”), and the Global Employee Stock Purchase [removed: Plan] [added: Plan, as amended and restated] (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 [removed: 27.8] [added: 32.3] 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 September [removed: 30, 2016,] [added: 29, 2017,] a total of [removed: 27.2] [added: 27.6] million shares have been issued, leaving [removed: 0.6] [added: 4.7] million shares of common stock available for future issuance at that date. |

| Equity compensation plans approved by shareholders (a) | | | 2,516,825 | | | $ | $46.19 | | | | 7,664,358 | |

| Total | | | 2,516,825 | | | $ | $46.19 | | | | 7,664,358 | |

| (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, as amended |

| --- | --- |

| Equity compensation plans approved by shareholders (a) | | | 3,577,512 | | | $ | 45.70 | | | | 7,552,708 | |

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

The information required by this Item is set forth under the captions [removed: “The Board of Directors and its Committees - Independence of Directors,” “The Board of Directors and its Committees - Committees] [added: “Members] of [removed: the] [added: The] Board of Directors,” [added: “Corporate Governance,”] and “Certain Relationships and Related Transactions” 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 [removed: 54][added: 60]

| | (1) | The Company’s Consolidated Financial Statements at September [added: 29, 2017 and September] 30, 2016 and [removed: October 2, 2015and] for each of the three years in the period ended September [added: 29, 2017, September] 30, [removed: 2016,] [added: 2016 and] October 2, 2015 and [removed: September 26, 2014 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. |

Page [removed: 55][added: 61]

| [removed: 2.2] [added: 10.9#] | | [removed: Sales] [added: [Employment] Agreement [added: dated December 23, 2010] between [removed: Sinclair Knight Merz Management Pty Limited, Sinclair Knight Merz Holdings Limited,] Jacobs Engineering Group Inc. and [removed: Jacobs Australia Holdings Company Pty, Ltd., dated as of December 13, 2013.] [added: Gary Mandel.] Filed as Exhibit [removed: 2.3] [added: 10.6] to the Registrant’s Quarterly Report on Form 10-Q for the [removed: first] [added: second] quarter of fiscal [removed: 2014] [added: 2011] and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312511118033/dex106.htm)] |

| 3.1 | | [removed: Amended] [added: [Amended] and Restated Certificate of Incorporation of [removed: the Registrant.] [added: Jacobs Engineering Group Inc.] Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K on January 28, 2014 and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000013/amendedcertificateofincorp.htm)] |

| 3.2 | | [removed: Amended] [added: [Amended] and Restated Bylaws of [removed: the Registrant.] [added: Jacobs Engineering Group Inc., dated January 19, 2017.] Filed as Exhibit 3.1 to the Registrant’s Current Report on Form [removed: 8-K] [added: 8-K/A] on [removed: July 16, 2015] [added: May 15, 2017] and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517170763/d382229dex31.htm)] |

| 4.1 | | [removed: See] [added: [See] Sections 5 through 18 of Exhibit [removed: 3.1.] [added: 3.1.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000013/amendedcertificateofincorp.htm)] |

| [removed: 10.1#] [added: 10.34#] | | [removed: The] [added: [Form of Nonqualified Stock Option Agreement (awarded pursuant to the] Jacobs Engineering Group Inc. [added: 1999 Stock] Incentive [removed: Bonus Plan for Officers and Key Managers as amended and restated on May 22, 2014.] [added: Plan).] Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the [removed: second] [added: third] quarter of fiscal 2015 and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000119/ex101nonqualifiedstockopti.htm)] |

| [removed: 10.2#] [added: 10.19#] | | [removed: The] [added: [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 [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000173/ex102execsecprog.htm)] |

| [removed: 10.3#] [added: 10.20#] | | [removed: Amendment] [added: [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 [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000173/ex103execsecprogamend1.htm)] |

| [removed: 10.4#] [added: 10.21#] | | [removed: Amendment] [added: [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 [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000173/ex104execsecprogamend2.htm)] |

| [removed: 10.5#] [added: 10.22#] | | [removed: Jacobs] [added: [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 [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298812000086/ex105.htm)] |

| [removed: 10.6#] [added: 10.23#] | | [removed: Jacobs] [added: [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 [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298812000086/ex106.htm)] |

| [removed: 10.7#] [added: 10.24#] | | [removed: Jacobs] [added: [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 [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000173/ex1071995execdefplan.htm)] |

| [removed: 10.8#] [added: 10.26#] | | [removed: Jacobs] [added: [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 [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298812000086/ex108.htm)] |

| [removed: 10.9#] [added: 10.17#] | | [removed: The Jacobs] [added: [Jacobs] Engineering Group Inc. 1989 Employee Stock Purchase [removed: Plan, as Amended] [added: Plan (as amended] and [removed: Restated-effective] [added: restated on] January [removed: 22, 2009.] [added: 19, 2017).] Filed as Exhibit [removed: 10.9] [added: 10.1] to the Registrant’s [removed: fiscal 2014 Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K on January 24, 2017] and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517016778/d332588dex101.htm)] |

| [removed: 10.10#] [added: 10.18#] | | [removed: The Jacobs] [added: [Jacobs] Engineering Group Inc. Global Employee Stock Purchase [removed: Plan.] [added: Plan (as amended and restated on January 19, 2017).] Filed as Exhibit [removed: 10.10] [added: 10.2] to the Registrant’s [removed: fiscal 2011 Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K on January 24, 2017] and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517016778/d332588dex102.htm)] |

| [removed: 10.11#] [added: 10.16#] | | [removed: Jacobs] [added: [Jacobs] Engineering Group Inc. 401(k) Plus Savings Plan and Trust, as [removed: Amended] [added: amended] and [removed: Restated] [added: 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 [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298812000086/ex1012.htm)] |

| [removed: 10.12#] [added: 10.30#] | | [removed: Jacobs] [added: [Jacobs] Engineering Group Inc. 1999 Stock Incentive Plan, as [removed: Amended] [added: amended] and [removed: Restated.] [added: restated.] Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K [removed: (File No. 333-157014)] on January 28, 2014 and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000013/amendedshareholderplan1232.htm)] |

Page [removed: 56][added: 62]

| [removed: 10.13#] [added: 10.15#] | | [removed: Form] [added: [Form] of Indemnification Agreement entered into between [removed: the Registrant] [added: Jacobs Engineering Group Inc.] and certain of its officers and directors. Filed as [removed: Exhibit 10.1] [added: Exhibit10.1] to the Registrant's Quarterly Report on Form 10-Q for the third quarter of fiscal 2012 and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298812000065/jec-6292012xexx101.htm)] |

| [removed: 10.15#] [added: 10.49#] | | [removed: Form] [added: [Form] of [added: Restricted Stock Agreement (awarded pursuant to the] Jacobs Engineering Group Inc. [removed: Restricted] [added: 1999] Stock [removed: Agreement.] [added: Incentive Plan).] 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 [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298812000028/ex103.htm)] |

| [removed: 10.16#] [added: 10.36#] | | [removed: Form] [added: [Form] of Restricted Stock Unit Award [removed: Agreement.] [added: Agreement (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan).] 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 [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298812000028/ex102.htm)] |

| [removed: 10.17#] [added: 10.48#] | | [removed: Form] [added: [Form] of Restricted Stock Award [removed: Agreement.] [added: Agreement (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan).] Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K on June 1, 2011 and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312511156104/dex103.htm)] |

| [removed: 10.18#] [added: 10.31#] | | [removed: Jacobs] [added: [Jacobs] Engineering Group Inc. 1999 Outside Director Stock Plan, as Amended and Restated. Filed as Exhibit [removed: 10.21] [added: 10.3] to the Registrant’s [removed: fiscal 2012 Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q for the first quarter of fiscal 2016] and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298816000172/ex103amended1999outsidedir.htm)] |

| [removed: 10.19#] [added: 10.42#] | | [removed: Form] [added: [Form] of Restricted Stock Unit Award Agreement (Performance Shares [removed: -] [added: \-] Net Earnings Growth [removed: 2013 Award).] [added: – 2015 Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan).] Filed as Exhibit [removed: 10.3] [added: 10.2] to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal [removed: 2013] [added: 2015] and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000119/ex102restrictedstockunitne.htm)] |

| [removed: 10.20#] [added: 10.41#] | | [removed: Form] [added: [Form] of Restricted Stock Unit Award [removed: Agreement.] [added: Agreement] (Performance Shares [removed: -] [added: \-] TSR [removed: 2013 Award).] [added: \- 2014 Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan).] Filed as Exhibit [removed: 10.4] [added: 10.2] to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal [removed: 2013] [added: 2014] and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000149/jec-6272014xexx102.htm)] |

| [removed: 10.21] [added: 10.1] | | [added: [Amended and Restated] Credit Agreement dated as of [removed: March 29, 2012] [added: February 7, 2014] among Jacobs Engineering Group Inc. and certain of its subsidiaries as borrowers, and the Bank of America, [removed: N.A,] [added: N.A.] (as Administrative [removed: Agent);] [added: Agent); Bank of America, N.A.,] BNP Paribas, and Wells Fargo Bank, N.A. (as Co-Syndication [removed: Agents); Union] [added: Agents); The Bank of Tokyo-Mitsubishi UFJ, LTD, and TD] Bank, N.A. (as [added: Co-] Documentation [removed: Agent);] [added: Agents);] Merrill Lynch, Pierce, Fenner & Smith Incorporated (as Sole Book [removed: Manager);] [added: 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 [removed: Registrant's Quarterly] [added: Registrant’s Current] Report on Form [removed: 10-Q for the second quarter of fiscal 2012] [added: 8-K on February 11, 2014] and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000021/sanfrancisco-jacobs2014arc.htm)] |

| [removed: 10.22#] [added: 10.11#] | | [removed: Employment agreement] [added: [Offer letter by and] 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 [removed: reference.] [added: reference](http://www.sec.gov/Archives/edgar/data/52988/000005298813000113/tyleremploymentagreementex.htm)] |

| [removed: 10.23#] [added: 10.13#] | | [removed: Retirement] [added: [Retirement] Agreement [removed: dated April 14, 2014] [added: by and] between [removed: the Registrant] [added: Jacobs Engineering Group Inc.] and [removed: Thomas R. Hammond.] [added: Phillip J. Stassi dated June 1, 2016.] Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form [removed: 10-Q] [added: 10- Q] for the [removed: second] [added: third] quarter of fiscal [removed: 2014] [added: 2016] and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459016023511/jec-ex101_53.htm)] |

| [removed: 10.24#] [added: 10.25#] | | [removed: Jacobs] [added: [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 [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312510099363/dex101.htm)] |

Page [removed: 57][added: 63]

| [removed: 10.36#] [added: 10.40#] | | [removed: Form] [added: [Form] of Restricted Stock Unit Award Agreement (Performance Shares [removed: -] [added: \-] Net Earnings Growth [removed: -] [added: \-] 2014 [removed: Award).] [added: Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan).] Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2014 and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000149/jec-6272014xexx101.htm)] |

| [removed: 10.39#] [added: 10.8#] | | [removed: Offer] [added: [Offer] Letter by and between Jacobs Engineering Group Inc. and Kevin C. Berryman, effective November 12, 2014. Filed as Exhibit 99.1 to Amendment No. 1 to the Registrant’s Current Report on Form 8-K/A on November 17, 2014 and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000166/exhibit991offerletter-kevi.htm)] |

| [removed: 10.42] [added: 10.2] | | [removed: Amendment Agreement,] [added: [Amendment No. 1,] dated as of March 4, 2015, among Jacobs Engineering Group, [removed: Inc., certain subsidiaries thereof party thereto, each lender party] [added: Inc. and the lenders] thereto, [removed: each issuer] [added: and Bank] of [removed: letters] [added: America, N.A., as administrative agent, to the Amended and Restated Credit Agreement dated as] of [removed: credit] [added: February 7, 2014, by and among Jacobs Engineering Group, Inc., the lenders from time to time] party thereto and Bank of America, N.A., as [removed: Administrative Agent and Swing Line Lender.] [added: administrative agent.] Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on March 5, 2015 and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000036/ex101jacobs2014revolveragr.htm)] |

| [removed: 10.44#] [added: 10.33#] | | [removed: Form] [added: [Form] of [added: Nonqualified] Stock Option Agreement [removed: (December 2014 grants).] [added: (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan).] Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2015 and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000047/ex103formofstockoptionagre.htm)] |

| [removed: 10.45#] [added: 10.7#] | | [removed: Offer] [added: [Offer] Letter [removed: with] [added: by and between Jacobs Engineering Group Inc. and] Steven J. Demetriou, dated [removed: as of] July 10, 2015. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on July 16, 2015 and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000113/a101offerletterceojuly1020.htm)] |

| [removed: 10.47#] [added: 10.43#] | | [removed: Form] [added: [Form] of Restricted Stock Unit [removed: Award] Agreement (Performance Shares [removed: - Net] [added: \-] Earnings [removed: Growth).] [added: Per Share Growth – 2016 Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan).] Filed as Exhibit [removed: 10.2] [added: 10.46] to the Registrant’s [removed: Quarterly] [added: fiscal 2015 Annual] Report on Form [removed: 10-Q for the third quarter of fiscal 2015] [added: 10-K] and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000155/ex10462015form10-kpsuagmte.htm)] |

| [removed: 10.50#] [added: 10.29#] | | [removed: Jacobs] [added: [Jacobs] Engineering Group Inc. Management Incentive Plan, as [removed: Amended] [added: amended] and [removed: Restated,] [added: restated] effective November 19, 2015. Filed as Exhibit 10.50 to the Registrant’s fiscal 2015 Annual Report on Form 10-K and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000155/ex10432015form10-kfinalman.htm)] |

| [removed: 10.51#] [added: 10.37#] | | [removed: Form] [added: [Form] of Restricted Stock [added: Unit] Agreement (awarded pursuant to the [added: Jacobs Engineering Group Inc.] 1999 Stock Incentive Plan). Filed as Exhibit [removed: 10.51] [added: 10.45] to the Registrant’s fiscal 2015 Annual Report on Form 10-K and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000155/ex10452015form10-krsuagree.htm)] |

| [removed: 10.52#] [added: 10.50#] | | [removed: Form] [added: [Form] of Restricted Stock [removed: Unit] Agreement (awarded pursuant to the [removed: 1999] [added: Jacobs Engineering Group Inc.1999] Stock Incentive Plan). Filed as Exhibit [removed: 10.52] [added: 10.44] to the Registrant’s fiscal 2015 Annual Report on Form 10-K and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000155/ex10442015form10-krsaagmt.htm)] |

| 2.1 | | [Agreement and Plan of Merger, dated August 1, 2017, by and among Jacobs Engineering Group Inc., CH2M HILL Companies, Ltd. and Basketball Merger Sub Inc. Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K on August 2, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517244942/d429733dex21.htm) |

| 2.2 | | [Voting and Support Agreement, dated August 1, 2017, by and among Jacobs Engineering Group Inc., Basketball Merger Sub Inc. and AP VIII CH2 Holdings, L.P. Filed as Exhibit 2.2 to the Registrant’s Current Report on Form 8-K on August 2, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517244942/d429733dex22.htm) |

| 4.2 | | [See Article II, Section 3.03 of Article III, Article VI and Sections 8.04 and 8.06 of Article VIII of Exhibit 3.2.](http://www.sec.gov/Archives/edgar/data/52988/000119312517170763/d382229dex31.htm) |

| 10.3 | | [Amendment No. 2, dated as of September 28, 2017, among Jacobs Engineering Group Inc. and the lenders thereto, and Bank of America, N.A., as administrative agent, to the Amended and Restated Credit Agreement dated as of February 7, 2014, by and among Jacobs Engineering Group Inc., the lenders from time to time party thereto and Bank of America, N.A., as administrative agent. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on September 29, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517298047/d452327dex101.htm) |

| 10.4 | | [Credit Agreement, dated as of September 28, 2017, among Jacobs Engineering Group Inc. and the lenders thereto, and BNP Paribas, as administrative agent. Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on September 29, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517298047/d452327dex102.htm) |

| 10.5 | | [Term Loan Commitment Letter, dated August 1, 2017, by and among Jacobs Engineering Group Inc., BNP Paribas, BNP Paribas Securities Corp. and The Bank of Nova Scotia. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on August 2, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517244942/d429733dex101.htm) |

| 10.6 | | [Revolver Backstop Commitment Letter, dated August 1, 2017, by and among Jacobs Engineering Group Inc., BNP Paribas, BNP Paribas Securities Corp. and The Bank of Nova Scotia. Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on August 2, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517244942/d429733dex102.htm) |

| 10.10# | | [Offer letter by and between Jacobs Engineering Group Inc. and Robert V. Pragada, dated January 28, 2016. Filed as Exhibit 10.61 to the Registrant’s fiscal 2016 Annual Report on Form 10-K and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459016029571/jec-ex1061_413.htm) |

| 10.14# | | [Amended and Restated Separation Agreement by and between Jacobs Engineering Group Inc. and Lori Sundberg, dated July 26, 2017. Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459017016325/jec-ex103_6.htm) |

| 10.27# | | [Jacobs Engineering Group Inc. Executive Deferral Plan, effective January 1, 2018. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on October 2, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517301111/d458763dex101.htm) |

| 10.28# | | [Jacobs Engineering Group Inc. Directors Deferral Plan, effective January 1, 2018. Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on October 2, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517301111/d458763dex102.htm) |

| 10.38# | | [Summary Description of Amendment to Restricted Stock Unit Award Agreement (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459017009666/jec-ex104_105.htm) |

| 10.39†# | | [Form of Restricted Stock Unit Agreement (with dividend equivalent rights) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan).](https://www.sec.gov/Archives/edgar/data/52988/000156459017024192/jec-ex1039_515.htm) |

| 10.45†# | | [Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share Growth – 2017 Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan).](https://www.sec.gov/Archives/edgar/data/52988/000156459017024192/jec-ex1045_516.htm) |

| 10.46†# | | [Form of Restricted Stock Unit Agreement (Performance Shares – ROIC – 2017 Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan).](https://www.sec.gov/Archives/edgar/data/52988/000156459017024192/jec-ex1046_517.htm) |

| 10.52# | | [Form of Restricted Stock Unit Award Agreement (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Outside Directors Stock Plan). Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459017009666/jec-ex103_104.htm) |

| †21 | | [List of Subsidiaries of Jacobs Engineering Group Inc.](https://www.sec.gov/Archives/edgar/data/52988/000156459017024192/jec-ex21_10.htm) |

| †23 | | [Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.](https://www.sec.gov/Archives/edgar/data/52988/000156459017024192/jec-ex23_736.htm) |

| †95. | | [Mine Safety Disclosure.](https://www.sec.gov/Archives/edgar/data/52988/000156459017024192/jec-ex95_7.htm) |

| /S/ Robert A. McNamara | | Director | | November 21, 2017 |

| Robert A. McNamara | | | | |

| /S/ Peter J. Robertson | | Director | | November 21, 2017 |

September 29, 2017

September 29, 2017

| | | |

| | | |

| | | |

| | | |

| | | |

At September 29, 2017 and September 30, 2016

| Cash and cash equivalents | | $ | 774,151 | | | $ | 655,716 | |

| Intangibles, net | | | 332,920 | | | | 336,922 | |

| | | $ | 7,380,859 | | | $ | 7,360,022 | |

| | | $ | 7,380,859 | | | $ | 7,360,022 | |

For the Fiscal Years Ended September 29, 2017, September 30, 2016, and October 2, 2015

For the Fiscal Years Ended September 29, 2017, September 30, 2016, and October 2, 2015

| Net earnings | | | — | | | | — | | | | 293,727 | | | | — | | | | 293,727 | | | | (6,352 | ) | | | 287,375 | |

| Pension liability, net of deferred taxes of $24,380 | | | — | | | | — | | | | — | | | | 99,047 | | | | 99,047 | | | | — | | | | 99,047 | |

| Loss on derivatives, net of deferred taxes of $90 | | | — | | | | — | | | | — | | | | (1,440 | ) | | | (1,440 | ) | | | — | | | | (1,440 | ) |

| Dividends | | | — | | | | — | | | | (72,765 | ) | | | — | | | | (72,765 | ) | | | — | | | | (72,765 | ) |

| 2.1 | | 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. |

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

| 10.14# | | 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. |

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

| 10.34# | | Employment Agreement dated December 23, 2010 between the Registrant and Gary Mandel. Filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2011 and incorporated herein by reference. |

| 10.35 | | Amended and Restated Credit Agreement dated as of February 7, 2014 among Jacobs Engineering Group Inc. and certain of its subsidiaries as borrowers, and the Bank of America, N.A. (as Administrative Agent); Bank of America, N.A., BNP Paribas, and Wells Fargo Bank, N.A. (as Co-Syndication Agents); The Bank of Tokyo-Mitsubishi UFJ, LTD, and TD Bank, N.A. (as Co-Documentation Agents); 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 Current Report on Form 8-K on February 11, 2014 and incorporated herein by reference. |

| 10.37# | | Form of Restricted Stock Unit Award Agreement (Performance Shares - TSR - 2014 Award). Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2014 and incorporated herein by reference. |

| 10.40# | | Transition Agreement with Craig L. Martin, dated as of December 19, 2014. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on December 23, 2014 and incorporated herein by reference. |

| 10.41# | | Letter Agreement with Noel G. Watson, dated as of February 25, 2015. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on March 2, 2015 and incorporated herein by reference. |

| 10.43# | | 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 2015 and incorporated herein by reference. |

| 10.46# | | 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 2015 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 and incorporated herein by reference. |

| 10.49# | | Separation Agreement with Cora Carmody, effective September 15, 2015. Filed as Exhibit 10.49 to the Registrant’s fiscal 2015 Annual Report on Form 10-K and incorporated herein by reference. |

| 10.54# | | Form of Restricted Stock Unit Agreement (Performance Shares - TSR). Filed as Exhibit 10.54 to the Registrant’s fiscal 2015 Annual Report on Form 10-K and incorporated herein by reference. |

| 10.59# | | Retirement Agreement with Phillip J. Stassi dated June 1, 2016. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2016 and incorporated herein by reference. |

| †10.61# | | Offer letter with Robert V. Pragada, dated January 28, 2016. |

| †95. | | Mine Safety Disclosure. |

| /S/ John F. Coyne | | Director | | November 22, 2016 |

| John F. Coyne | | | | |

| | | Director | | |

| /S/ Noel G. Watson | | Director | | November 22, 2016 |

| Noel G. Watson | | | | |

| [Reports of Ernst & Young LLP, Independent Registered Public Accounting Firm](#REPORT_ERNST_YOUNG_LLP) | | F-45 |

| Intangibles | | | 336,922 | | | | 353,419 | |

| | | $ | 7,360,022 | | | $ | 7,785,926 | |

| | | 2016 | | | | 2015 | | | | 2014 | | |

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

| Gain on sale of intellectual property, net | | | — | | | | — | | | | 12,147 | |

| Balances at September 27, 2013 | | | 131,639 | | | | 1,084,624 | | | | 3,300,961 | | | | (304,127 | ) | | | 4,213,097 | | | | 35,238 | | | | 4,248,335 | |

| Net earnings | | | — | | | | — | | | | 328,108 | | | | — | | | | 328,108 | | | | 24,004 | | | | 352,112 | |

| Foreign currency translation adjustments, net of deferred tax benefit of $3,250 | | | — | | | | — | | | | — | | | | (30,066 | ) | | | (30,066 | ) | | | — | | | | (30,066 | ) |

| Pension liability, net of deferred tax expense of $14,562 | | | — | | | | — | | | | — | | | | (29,865 | ) | | | (29,865 | ) | | | — | | | | (29,865 | ) |

| Gain on derivatives, net of deferred tax expense of $513 | | | — | | | | — | | | | — | | | | 509 | | | | 509 | | | | — | | | | 509 | |

| Issuances of equity securities, net of deferred tax expense of $1,264 | | | 2,254 | | | | 114,953 | | | | — | | | | — | | | | 117,207 | | | | — | | | | 117,207 | |

| Repurchases of equity securities | | | (2,140 | ) | | | (30,498 | ) | | | (85,204 | ) | | | — | | | | (117,842 | ) | | | — | | | | (117,842 | ) |

| Gain on sale of certain intellectual property | | | — | | | | — | | | | (12,147 | ) |

| Change in long-term receivables | | | — | | | | — | | | | 2,828 | |

| Long-term insurance prepayment | | | — | | | | — | | | | (17,411 | ) |

| Sale of intellectual property | | | — | | | | — | | | | 12,371 | |

| Cash and Cash Equivalents at Beginning of Period | | | 460,859 | | | | 732,647 | | | | 1,256,405 | |