Jacobs Solutions (J) 10-K risk factor changes: FY2018 vs FY2017

We operate in a changing [added: global] environment that involves numerous known and unknown risks and uncertainties that could materially adversely affect our business, financial [removed: condition,] [added: condition] and results of operations.

If any such events actually occur, our business, financial [removed: condition,] [added: condition] and results of operations could be materially adversely affected.

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

If we fail to implement such procedures or if the procedures we implement are ineffective, 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 [removed: delayed,] [added: 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 [removed: clients,] [added: clients] and raise our operating and insurance costs.

Any of the foregoing could result in financial losses or reputational harm, which could have a material adverse impact on our business, financial [removed: condition,] [added: condition] and results of operations.

Although we maintain functional groups whose primary purpose is to ensure we implement effective health, [removed: safety,] [added: safety] and environmental (“HSE”) work procedures throughout our organization, including construction sites and [removed: maintenance sites, the failure to comply with such regulations could subject us to liability.]

Accordingly, if we fail to maintain adequate safety standards, we could suffer reduced profitability or the loss of projects or clients, which could have a material adverse impact on our business, financial [removed: condition,] [added: condition] and results of operations.

[removed: Our vulnerability to the] [added: Demand for our services is] cyclical [removed: nature of] [added: as] the sectors and industries in which our clients operate [removed: is exacerbated during] [added: are impacted by] economic [removed: downturns] [added: downturns, reductions in government or private spending] and times of political uncertainty.

We provide technical, professional, [removed: construction,] [added: construction] and O&M services to clients operating in a number of sectors and industries, including oil and gas exploration, [removed: production,] [added: 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; [added: water; transportation;] and other general industrial and consumer businesses and markets (such as technology and manufacturing; pulp and paper; and food and consumer products).

[removed: Current] [added: Uncertain] global economic and political conditions [removed: have] [added: may] negatively [removed: impacted many of] [added: impact] our clients’ ability and willingness to fund their projects, including their ability to raise capital and pay, or timely pay, our invoices.

They [removed: have] [added: may] also [removed: caused] [added: cause] our clients to reduce their capital expenditures, alter the mix of services purchased, seek more favorable price and other contract [removed: terms,] [added: terms] and otherwise slow their spending on our services.

In addition, [removed: due to these conditions] [added: under such conditions,] many of our competitors may be more inclined to take greater or unusual risks or accept terms and conditions in contracts that we might not deem acceptable.

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

[removed: Current] [added: Additionally, uncertain] economic and political conditions [removed: also] [added: may] make it [removed: extremely] difficult for our clients, our vendors, and us to accurately forecast and plan future business activities.

We cannot predict the [added: outcome of these changing trade policies or other unanticipated political conditions, nor can we predict the] timing, strength or duration of any economic recovery or downturn worldwide or in our clients’ markets.

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

To the extent commodity prices decline or fluctuate and our customers defer new investments or cancel or delay existing projects, the demand for our services decreases, which may have a material adverse impact on our business, financial [removed: condition,] [added: condition] and results of operations.

Cancellations and delays have affected our past results and may continue to do so in significant and unpredictable ways and could have a material adverse impact on our business, financial [removed: condition,] [added: condition] and results of operations.

While we do not generally accept liability for consequential damages in our contracts, and although we have adopted a range of insurance, risk management and risk avoidance programs designed to reduce potential liabilities, a catastrophic event at one of our project sites or completed projects resulting from the services we have performed could result in significant professional or product [removed: liability,] [added: liability] and warranty or other claims against us as well as reputational harm, especially if public safety is impacted.

These liabilities could exceed our insurance limits or the fees we generate, may not be covered by insurance at all due to various exclusions in our [removed: coverage,] [added: coverage] and could impact our ability to obtain insurance in the future.

We face intense competition to provide technical, [removed: professional,] [added: professional] and construction services to clients.

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

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

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

Conversely, with respect to our engineering, design, [removed: architectural,] [added: architectural] and consulting services, low barriers of entry can result in competition with smaller, newer competitors.

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

If we are unable to compete effectively, we may experience a loss of market share or reduced profitability or both, which if significant, could have a material adverse impact on our business, financial [removed: condition,] [added: condition] and results of operations.

Delays in the timing of the awards or cancellations of such [removed: prospects] [added: projects] as a result of economic conditions, material and equipment pricing and availability or other factors could impact our long-term projected results.

Such claims could relate to, among other things, personal injury, loss of life, business interruption, property damage, [removed: pollution,] [added: pollution] and environmental damage and be brought by our clients or third parties, such as those who use or reside near our clients’ projects.

In many of our contracts with clients, [removed: subcontractors,] [added: subcontractors] and vendors, we agree to retain or assume potential liabilities for damages, penalties, [removed: losses,] [added: losses] and other exposures relating to projects [removed: that could result in claims that greatly exceed the anticipated profits relating to those contracts.]

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

We monitor the financial health of the insurance companies from which we procure insurance, [removed: and this] [added: which] is one of the factors we take into account when purchasing insurance.

In addition, the nature of our business sometimes results in clients, [removed: subcontractors,] [added: subcontractors] and vendors presenting claims to us for, among other things, recovery of costs related to certain projects.

Similarly, we occasionally present change orders and claims to our clients, [removed: subcontractors,] [added: subcontractors] and vendors for, among other things, additional costs exceeding the original contract price.

If we fail to document properly the nature of our claims and change orders or are otherwise unsuccessful in negotiating reasonable settlements with our clients, [removed: subcontractors,] [added: subcontractors] and vendors, we could incur cost overruns, reduced profits or, in some cases, a loss for a project.

The nature of our contracts, particularly those that are fixed-price, [removed: subject] [added: subjects] us to risks of cost overruns.

For fiscal [removed: 2017,] [added: 2018,] approximately [removed: 19%] [added: 24%] of our revenues were earned under fixed-price contracts.

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

If the project is significant, or there are one or more issues that impact multiple projects, costs overruns could have a material adverse impact on our business, financial [removed: condition,] [added: condition] and results of operations.

maintenance sites, the failure to comply with such regulations could subject us to liability.

For example, recent changes to U.S. policies related to global trade and tariffs have resulted in uncertainty surrounding the future of the global economy as well as retaliatory trade measures implemented by other countries.

The increasing cost of steel and aluminum may impact client spending.

If we do not have adequate indemnification for our nuclear services, it could adversely affect our business and financial condition.

The Price-Anderson Nuclear Industries Indemnity Act, commonly called the Price-Anderson Act (“PAA”), is a U.S. federal law, which, among other things, regulates radioactive materials and the nuclear energy industry, including liability and compensation in the event of nuclear related incidents.

The PAA provides certain protections and indemnification to nuclear energy plant operators and U.S. Department of Energy (“DOE”) contractors.

The PAA protections and indemnification apply to us as part of our services to the U.S. nuclear energy industry and DOE for new facilities, maintenance, modification, decontamination and decommissioning of nuclear energy, weapons and research facilities.

We offer similar services in other jurisdictions outside the U.S. For those jurisdictions, varying levels of nuclear liability protection is provided by international treaties, and/or domestic laws, such as the Nuclear Liability and Compensation Act of Canada and the Nuclear Installations Act of the United Kingdom, insurance and/or assets of the nuclear installation operators

(some of which are backed by governments) as well as under appropriate enforceable contractual indemnifications and hold-harmless provisions.

These protections and indemnifications, however, may not cover all of our liability that could arise in the performance of these services.

To the extent the PAA or other protections and indemnifications do not apply to our services, our business could be adversely affected because of the cost of losses associated with liability not covered by the available protections and indemnifications, or by virtue of our loss of business because of these added costs.

that could result in claims that greatly exceed the anticipated profits relating to those contracts.

With a workforce of approximately 80,000 people globally, we are also party to labor and employment claims in the normal course of business.

Such claims could relate to allegations of harassment and discrimination, pay equity, denial of benefits, wage and hour violations, whistleblower protections, concerted protected activity, and other employment protections, and may be pursued on an individual or class action basis depending on applicable laws and regulations.

Some of such claims may be insurable, while other such claims may not.

If we are unable to hire

amounts that exceed available insurance.

If we fail to

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| • | Potential non-compliance with regulations and evolving industry standards regarding consumer protection and data use and security, including the General Data Protection Regulation approved by the European Union; |

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

The extent and type of competition varies by market and geographic area.

For example,

If we were to

To the extent this occurs, our business, financial condition and results of operations could be negatively impacted.

with local customs and practices.

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| | • | Tax increases; |

These benefits may not be achieved within the anticipated time frame, or at all.

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

Therefore, increases in inflation, interest rates or construction costs could have a material adverse impact on our business, financial condition, and results of operations.

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.

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.

While obtaining financing is not a condition to Jacobs’ obligation to effect the Merger, if other financing becomes necessary and Jacobs is unable to secure such other financing, the Merger may not be completed.

The Merger may adversely affect the outcome of pending and future claims and litigation.

If the Merger is completed, it may give rise to unexpected liabilities and costs, including costs associated with the defense and resolution of possible litigation or other claims, and may have an adverse effect on any pending claims against Jacobs or CH2M.

Jacobs could also be subject to claims or litigation related to the Merger, whether or not the Merger is consummated.

Such actions may create additional uncertainty relating to the Merger, and responding to such claims and defending such actions may be costly and distracting to management.

The current ownership and voting interests of Jacobs stockholders will be diluted by the Merger.

Upon the completion of the Merger, except for stockholders who own stock in both Jacobs and CH2M, each Jacobs stockholder will have a percentage ownership of Jacobs that is smaller than such stockholder’s current percentage ownership of Jacobs.

Because of this, Jacobs stockholders will generally have less influence on the management and policies of the combined company than they now have on the management and policies of Jacobs.

If the combined company is unable to realize the full strategic and financial benefits currently anticipated from the Merger, Jacobs stockholders will have experienced substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving part of the strategic and financial benefits currently anticipated from the Merger.

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

Although our significant accounting policies are described in Note 2 [removed: –] [added: -] Significant Accounting Policies of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K, the following discussion is intended to highlight and describe those accounting policies that are especially critical to the preparation of our consolidated financial statements.

Revenue Accounting for Contracts [removed: and Use of Joint Ventures -] [added: \-] 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.

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

[added: Joint Ventures -] As is common to the industry, we execute certain contracts jointly with third parties through various forms of joint [removed: ventures and consortiums.][added: ventures.]

[added: The assets of our joint ventures generally consist almost entirely of cash and receivables] (representing amounts due from clients), and the liabilities of our joint ventures [added: generally] 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.

Very few of our joint ventures have [removed: employees.][added: employees or third-party debt or credit facilities.]

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

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

These assumptions include discount rates, investment [removed: returns,] [added: returns] and projected salary increases, among others.

The actuarial assumptions used in determining the funded statuses of the plans are provided in Note [removed: 7 –] [added: 10 -] Pension and [removed: other] [added: 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: 2018] [added: 2019] range from [added: 2.9% to 7.5% and were] 3.5% to 8.5% [removed: which is the same] for [removed: the] fiscal [removed: 2017.][added: 2018.]

We believe the range of rates selected for fiscal [removed: 2018] [added: 2019] 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: 0.7%] [added: 1.3%] to 7.0% in fiscal [removed: 2016] [added: 2017] to a range of 1.3% to [removed: 7.0%] [added: 8.1%] in fiscal [removed: 2017.][added: 2018.]

For example, if the discount rate used to value the net pension benefit obligation (“PBO”) at September [removed: 30, 2017,] [added: 28, 2018,] was higher [removed: (lower)] by 0.5%, the PBO would have been lower [removed: (higher)] at that date by approximately [removed: $119.7] [added: $180.2] million for non-U.S. plans, and by approximately [removed: $7.3] [added: $21.9] million for U.S. plans.

If the expected return on plan assets was higher [removed: (lower)] by 1.0%, the net periodic pension cost for fiscal [removed: 2017] [added: 2018] would be lower [removed: (higher)] by approximately [removed: $10.7] [added: $18.7] million for non-U.S. plans, and by approximately [removed: $1.3] [added: $3.7] million for U.S. plans.

Contractual Guarantees, Litigation, Investigations, and Insurance [removed: —] [added: \-] In the normal course of business, we [removed: are subject to certain] [added: make] contractual [removed: guarantees] [added: commitments, some of which are supported by separate guarantees;] and [removed: litigation.][added: on occasion we are a party in a litigation or arbitration proceeding.]

We maintain insurance coverage for [removed: various] [added: most insurable] aspects of our business and operations.

We have [removed: elected, however,] [added: also elected] to retain a portion of losses [added: and liabilities] that occur through the use of various deductibles, limits, and retentions under our insurance programs.

[removed: This situation may subject us to some future liability for which we are only partially insured, or completely uninsured, and we] [added: We] intend to mitigate any such future liability by continuing to exercise prudent business judgment in negotiating the terms and conditions of [removed: our contracts.][added: the contracts which the Company enters with its clients.]

[removed: In accordance with U.S. GAAP, we record in our] [added: Our] Consolidated Balance Sheets [added: include] amounts representing our [added: probable] estimated liability relating to such [added: claims,] guarantees, litigation, [added: audits,] and [removed: insurance claims.][added: investigations.]

We include any adjustments to such [removed: liabilities] [added: insurance reserves] in our consolidated results of operations.

[removed: In addition,] [added: Additionally,] as a contractor providing services to the U.S. federal government [removed: and several of its agencies,] we are subject to many [removed: levels] [added: types] of audits, investigations, and claims by, or on behalf of, the [removed: U.S. federal] government [added: including] with respect to contract performance, pricing, [removed: costs,] cost allocations, [removed: and] procurement [removed: practices.][added: practices, labor practices, and socioeconomic obligations.]

Testing Goodwill for Possible Impairment [removed: —] [added: \-] The goodwill carried on our Consolidated Balance Sheets is tested annually for possible [removed: impairment.][added: impairment, and on an interim basis if indicators of possible impairment exist.]

[removed: During] [added: Additionally, during] the second quarter of fiscal [removed: 2016,] [added: 2018,] we reorganized our [removed: operations] [added: operating and reporting structure] around [removed: four] [added: three] global lines of [removed: business,] [added: business (“LOBs”),] which also serve as [removed: our] [added: the Company’s] operating segments: [removed: Petroleum & Chemicals, Buildings & Infrastructure, Aerospace &] [added: (i) Aerospace,] Technology, [added: Environmental] and [removed: Industrial.][added: Nuclear, (ii) Buildings, Infrastructure and Advanced Facilities, and (iii) Energy, Chemicals and Resources.]

[removed: As a result of the new organization, we subsequently realigned our] [added: The Company’s LOB leadership and] internal reporting structures [added: report] to [removed: enable our] [added: the] Chief Executive Officer, who is also [removed: our] [added: the] Chief Operating Decision [removed: Maker,] [added: Maker (“CODM”), and enable the CODM] to evaluate the performance of each of these segments and make appropriate resource allocations among each of the segments.

For purposes of [removed: our] [added: the Company’s] goodwill impairment testing, [removed: we have] [added: it has been] determined that [removed: our] [added: the Company’s] operating segments are also [removed: our] [added: its] reporting units based on management’s conclusion that the components comprising each of [removed: our] [added: its] operating segments share similar economic characteristics and meet the aggregation criteria [added: for reporting units] in accordance with ASC [removed: 350.][added: 350, Intangibles-Goodwill and Other.]

We used [removed: both] an income approach [removed: and a market approach] to test our goodwill for possible [removed: impairment.][added: impairment which requires us to make estimates and judgments.]

The fair values for each reporting unit exceeded the respective book values ranging from [removed: 27%] [added: 31%] to [removed: 110%.][added: 132%.]

It is possible that changes in market conditions, economy, facts and circumstances, [removed: judgments,] [added: judgments] and assumptions used in estimating the fair value could change, resulting in possible impairment of goodwill in the future.

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 [removed: four] global [removed: lines of business] [added: LOB structure] was implemented.

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

[removed: We] [added: These activities] did not [added: involve the] exit [added: of] any service types or client [removed: end-markets in connection with the 2015 Restructuring.][added: end-markets.]

The following table summarizes [removed: the impact of the 2015 Restructuring] [added: our backlog] for the years ended September [added: 28, 2018, September] 29, [removed: 2017,] [added: 2017 and] September 30, 2016 [removed: and October 2, 2015] (in [removed: thousands):][added: millions):]

| | [removed: |] For the Years Ended | | | | | | | | | | | [added: | |]

| | [removed: |] September 29, 2017 | | | | [added: % | | |] September 30, 2016 | | | | [removed: October 2, 2015 |] [added: %] | |

| Lease Abandonments | [removed: |] $ | [removed: 55,647] [added: 53,914] | | | $ | [removed: 92,643] [added: 55,647] | | | $ | [removed: 90,569] [added: 92,643] | |

| Involuntary Terminations | [removed: |] [added: 37,063] | [removed: 30,716] | | | [added: 43,667] | [removed: 85,599] | | | [added: 85,599] | [removed: 55,313] | |

| Outside Services | [removed: |] [added: 36,308] | [removed: 4,236] | | | [added: 4,236] | [removed: 7,398] | | | [added: 7,398] | [removed: 12,734] | |

During the second fiscal quarter of 2017, the Company entered into strategic business restructuring activities associated with realignment of its Europe, [removed: U.K.] [added: United Kingdom ("U.K.")] and Middle East regional operations in our [removed: Buildings & Infrastructure] [added: BIAF] segment.

Pre-contract costs are generally expensed as incurred, unless they are directly associated with an anticipated contract and recoverability from that contract is probable.

Many of these joint ventures are formed for a specific project.

The debt held by the joint ventures is non-recourse to the general credit of Jacobs.

The assets of a joint venture are restricted for use to the obligations of the particular joint venture and are not available for general operations of the Company.

Our risk of loss on these arrangements is usually shared with our partners.

The liability of each partner is usually joint and several, which means that each partner may become liable for the entire risk of loss on the project.

Furthermore, on some of our projects, the Company has granted guarantees which may encumber both our contracting subsidiary company and the Company for the entire risk of loss on the project.

See Note 15- Contractual Guarantees, Litigation, Investigations and Insurance for further discussion.

Many of the joint ventures are deemed to be variable interest entities (“VIE”) because they lack sufficient equity to finance the activities of the joint venture.

The Company uses a qualitative approach to determine if the Company is the primary beneficiary of the VIE, which considers factors that indicate a party has the power to direct the activities that most significantly impact the joint venture’s economic performance.

These factors include the composition of the governing board, how board decisions are approved, the powers granted to the operational manager(s) and partner that holds that position(s), and to a certain extent, the partner’s economic interest in the joint venture.

The Company analyzes each joint venture initially to determine if it should be consolidated or unconsolidated.

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| • | Consolidated if the Company is the primary beneficiary of a VIE, or holds the majority of voting interests of a non-VIE (and no significant participative rights are available to the other partners). |

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| • | Unconsolidated if the Company is not the primary beneficiary of a VIE, or does not hold the majority of voting interest of a non-VIE. |

The computed value is recognized as a non-cash cost on a straight-line basis over the period the individual provides services, which is typically the vesting period of the award (with the exception of awards containing an internal performance measure which are recognized on a straight-line basis over the vesting period subject to the probability of meeting the performance requirements and adjusted for the number of shares expected to be earned).

The litigation in which we are involved includes personal injury claims, professional liability claims, and breach of contract claims.

In most cases, we are the defendant.

Where we provide a separate guarantee, it is strictly in support of the underlying contractual commitment.

Guarantees take various forms including surety bonds required by law, or standby letters of credit ("LOC") (also referred to as “bank guarantees”) or corporate guarantees given to induce a party to enter into a contract with a subsidiary.

Standby LOCs are also used as security for advance payments or in various other transactions.

The guarantees have various expiration dates ranging from an arbitrary date to completion of our work (e.g., engineering only) to completion of the overall project.

Our insurance programs have varying coverage limits depending upon the type of insurance, and include certain conditions and exclusions which insurance companies may raise in response to any claim that the Company brings.

As a result, we may be subject to a future liability for which we are only partially insured or completely uninsured.

Our insurers are also subject to business risk and, as a result, one or more of them may be unable to fulfill their insurance obligations due to insolvency or otherwise.

Furthermore, our income, franchise, and similar tax returns and filings are also subject to audit and investigation by the Internal Revenue Service, most states within the U.S., as well as by various government agencies representing jurisdictions outside the U.S.

We perform an analysis to determine the level of reserves to establish for insurance-related claims that are known and have been asserted against us, as well as for insurance-related claims that are believed to have been incurred based on actuarial analysis, but have not yet been reported to our claims administrators as of the respective balance sheet dates.

For purposes of impairment testing, goodwill is assigned to the applicable reporting units based on the current reporting structure.

However, during the quarter ended September 28, 2018, the Company voluntarily changed the date of its annual goodwill and indefinite-lived intangible asset impairment testing from the last day of the fiscal third quarter to the first day of the fourth quarter.

This voluntary change is expected to result in better alignment of the Company's annual impairment test with the Company’s strategic planning and forecasting process.

The voluntary change in accounting principle related to the annual testing date will not delay, accelerate or avoid an impairment charge.

It would be impracticable to apply this change retrospectively because retrospective application would require reliance on significant estimates and assumptions with the use of hindsight.

Accordingly, this change will only be applied prospectively.

This reorganization occurred in conjunction with the integration of CH2M into the Company's legacy businesses, and was intended to better serve our global clients, leverage our workforce, help streamline operations, and provide enhanced growth opportunities.

During the fourth fiscal quarter of 2017, the Company implemented certain restructuring and pre-integration plans associated with the closing of its acquisition of CH2M, which occurred on December 15, 2017.

The restructuring activities and related costs under these plans were comprised mainly of severance and lease abandonment programs, while the pre-integration activities and costs were mainly related to the engagement of consulting services and internal personnel and other related costs dedicated to the Company’s acquisition integration management efforts.

Following the closing of the CH2M acquisition, these activities have continued into fiscal 2018 and include restructuring activities amounting to approximately $101.7 million in pre-tax charges during the year ended September 28, 2018.

Combined with $89.2 million in integration activities for the same period, the total cost of these restructuring and integration activities approximated

These activities are expected to continue through fiscal 2019.

Pre-contract costs are generally expensed as incurred.

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.

Revenues are not recognized for non-recoverable costs.

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

None of our joint ventures have third-party debt or credit facilities.

Under U.S. GAAP, our share of profits and losses associated with the contracts held by the joint ventures is reflected in our Consolidated Financial Statements.

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

In evaluating our VIEs for possible consolidation, we perform a qualitative analysis to determine whether or not we have a “controlling financial interest” in the VIE as defined by U.S. GAAP.

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

For the Company’s unconsolidated joint ventures, we use either the equity method of accounting or proportional consolidation.

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

We estimate the fair value of stock options granted to employees and directors using the Black-Scholes option-pricing model.

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

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

For restricted stock units containing service and performance conditions with measures external to the Company, compensation expense is based on the fair value of such units determined using Monte Carlo Simulations.

The guarantees to which we are a party generally relate to project schedules and plant performance.

Most of the litigation in which we are involved has us as a defendant in workers’ compensation; personal injury; environmental; employment/labor; professional liability; and other similar lawsuits.

In addition, our insurance

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

We adjust revenues based upon the amounts we expect to realize considering the effects of any client audits or governmental investigations.

The Company will test goodwill for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

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

Such approaches require us to make estimates and judgments.

Under the market approach, the fair value of our reporting units is determined by reference to guideline companies that are reasonably comparable to our reporting units; the fair values are estimated based on the valuation multiples of the invested capital associated with the guideline companies.

In assessing whether there is an indication that the carrying value of goodwill has been impaired, we utilize the results of both valuation techniques and consider the range of fair values indicated.

In performing the Company’s annual impairment test as of the end of the third quarter of fiscal 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.

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

The majority of the costs associated with the 2015 Restructuring are included in SG&A expense in the Consolidated Statements of Earnings.

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

| 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.

Additional charges of $1.2 million were recorded under this business exit during third quarter fiscal 2017 associated mainly with contract accounts receivable charges.

Further, management has determined that these business restructuring activities do not qualify for discontinued operations treatment in accordance with U.S. GAAP as the associated businesses were not material.

Approximately $13.6 million, or $0.11 per diluted share of after tax charges were recorded in association with these activities.

| | | Year Ended | | | | | | | | | | | | | | |

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

| | | U.S. GAAP | | | | Effects of Restructuring and Other Charges | | | | Effects of CH2M professional fees and integration costs | | | | Adjusted | | |

| Revenue | | $ | 10,022,788 | | | $ | 17,526 | | | $ | — | | | $ | 10,040,314 | |

[removed: Management's Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report on Form 10-K, and] [added: Please see the] Note [removed: 6 -] [added: 9-] Borrowings in Notes to Consolidated Financial Statements beginning on Page F-1 of this Annual report on Form [removed: 10-K.][added: 10-K, which is incorporated herein by reference, for a discussion of the Revolving Credit Facility, Term Loan Facility and Note Purchase Agreement.]

In those [removed: situations] [added: situations,] where revenues and costs are transacted in different currencies, we sometimes enter into foreign exchange contracts in order to limit our exposure to fluctuating foreign currencies.

We follow the provisions of ASC [removed: 815-10 -] [added: No. 815,] Derivatives and Hedging in accounting for our derivative contracts.

Our Term Loan Facility, Revolving Credit Facility, and certain other debt obligations are subject to variable rate interest which could be adversely affected by an increase in interest rates.

As of September 28, 2018, we had an aggregate of $1.65 billion in outstanding borrowings under our Term Loan Facility and our Revolving Credit Facility.

Interest on amounts borrowed under these agreements is subject to adjustment based on the Company’s Consolidated Leverage Ratio (as defined in the credit agreements governing the Term Loan Facility and Revolving Credit Facility).

Depending on the Company’s Consolidated Leverage Ratio, borrowings under the Term Loan Facility and Revolving Credit Facility bear interest at a Eurocurrency rate plus a margin of between 1.0% and 1.5% or a base rate plus a margin of between 0% and 0.5%.

Additionally, if our consolidated leverage ratio exceeds a certain amount, the interest on the Senior Notes may increase by 75 basis points.

For the year ended September 28, 2018, our weighted average floating rate borrowings were approximately $2.0 billion.

If floating interest rates had increased by 1.00%, our interest expense for the year ended September 28, 2018 would have increased by approximately $20.4 million.

| | |

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 provide a diverse range of technical, [removed: professional,] [added: professional] and construction services to a large number of industrial, [removed: commercial,] [added: commercial] and governmental clients.

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

| [removed: |] • | Chemicals and [removed: polymers;] [added: polymers, among others.] |

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

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

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

| [removed: |] • | Power; |

| [removed: |] • | Pulp and paper; |

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

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

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

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

[removed: Our] global network of professionals [removed: works] [added: work] with a multi-office approach in an effort to provide clients with the best, most economical project or program solutions.

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

Value Plus is implemented at project initiation: a project goal is [removed: created,] [added: created] and cost-saving ideas are entered into the Value Plus database.

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

| [removed: |] • | Transform the Core [removed: –] [added: -] Fundamentally change the way we operate to improve project delivery, sales effectiveness and business excellence; and |

| [removed: |] • | Grow Profitably [removed: –] [added: -] Execute a balanced strategy focused on organic growth, [removed: M&A] [added: mergers] and [added: acquisitions and] active portfolio management to drive profitable growth in the most attractive sectors and geographies. |

[removed: Our employees are our most important and valuable asset and, therefore, the] [added: The] prevention of job-related injuries is given top priority.

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

We implement a culture of caring where concern for employees' health, [removed: safety,] [added: safety] and welfare extends outside the [removed: office walls,] [added: office,] beyond the project site fences and into their homes, [removed: cars,] [added: cars] and all the places where they interact with family, [removed: friends,] [added: friends] and fellow employees.

We [added: also] have [removed: commenced] a mental health program [removed: which] [added: that] aims to promote positive mental health across our Company.

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

[removed: | | • |] [added: -] Our values stand on a foundation of safety and integrity; [removed: |]

[removed: | | • |] [added: -] People are the heart of our business; [removed: |]

[removed: | | • |] [added: -] Clients are our valued partners; [removed: |]

[removed: | | • |] [added: -] Performance excellence is our commitment; and [removed: |]

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

Our Vision [removed: statement “solutions] [added: statement, “Providing solutions] for a more connected sustainable world” underpins our commitment to sustainability.

Plan Beyond is how we define and identify [removed: with] our approach to sustainability.

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

[removed: Through planning beyond compliance our] [added: Our] people are empowered to explore, to [removed: innovate,] [added: innovate] and to develop solutions that help our clients deliver their [removed: sustainable] [added: sustainability] goals.

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

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 [removed: clients,] [added: clients] and their stakeholders, whom we work with every year.

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

Although we are a large company with [removed: over 54,700 employees] [added: a workforce of approximately 80,000 people] in over [removed: 25] [added: 40] countries, our employees are unified in their focus on superior value, [removed: safety,] [added: safety] and ethical business practices regardless of the country in which they [removed: work,] [added: work] and employees frequently move around the globe as they grow their careers.

We have acquired and integrated numerous companies over the years that have enhanced our capabilities, geographic [removed: reach,] [added: reach] and offerings.

| [removed: |] • | [removed: consulting;] [added: Consulting;] |

| [removed: |] • | [removed: system] [added: System] enhancements; |

| [removed: |] • | [removed: pre-design] [added: Pre-design] phases of large projects, which include master planning, project [removed: permitting,] [added: permitting] and project finance options; |

| | |

| • | Water; |

| | |

| • | Environmental; |

| | |

| --- | --- |

| • | Transportation; |

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

Our

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

Our employees are our most important and valuable asset.

Growth Strategy

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

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

| | • | Mining and minerals; |

| | • | Pharmaceuticals and biotechnology; |

Page 3

business and project goals.

Since Jacobs’ founding, the Company has been based on doing business honestly, ethically, and with the utmost integrity.

Our culture, and our Code of Conduct which all employees are required to sign annually, prescribe that everyone at the Company must adhere to Jacobs’ values and ethical code, and comply with the laws that govern the Company’s activities worldwide.

Our employees and business partners are expected to follow the highest principles of business conduct, integrity, and ethics as they carry out their responsibilities, and are guided by the following principles in carrying out their responsibilities: loyalty, compliance with applicable laws, observance of ethical standards, avoidance of conflicts of interest, and communication.

We endeavor to deal fairly with our employees, customers, suppliers, and competitors, and to respect the policies and procedures of those outside the Company.

How We Grow

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 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 chemical projects in China and project management services for various projects in China. |

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

Our four global lines of business are: Aerospace & Technology, Buildings & Infrastructure, Industrial and Petroleum & Chemicals.

Each LOB has a president that reports directly to the Company's Chairman & CEO.

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

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

In connection with the reorganization, the Company significantly modified its cash incentive plan utilizing performance metrics aligned along the new lines of business.

Services

Our services fall into four broad categories: Project Services; Process, Scientific and Systems Consulting Services; Construction Services; and Operations and Maintenance Services.

Project Services

We employ the engineering, architecture, interiors, design, planning, and related disciplines necessary to design and engineer modern process plants, buildings, infrastructure projects, technology and manufacturing facilities, consumer products manufacturing facilities, power plants and stations, pulp and paper plants, and other facilities.

We are capable of providing our clients with a variety of value engineering services, including "safety in design".

Through safety in design we integrate best practices, hazard analysis, and risk assessment methods early in the design phase of projects, with the goal of eliminating or mitigating injury and damage during the construction, start-up, testing and commissioning, and operations phases of a project.

In the area of construction management, we provide our clients with a wide range of services as an agent for our clients.

We may act as program director, whereby we oversee, on the owner's behalf, the complete planning, design, and construction phases of the project.

Alternatively, our services may be limited to providing construction consulting.

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

Process, Scientific and Systems Consulting Services

We employ the professional and technical skills and expertise with respect to a broad range of consulting services, including: performing pricing studies, market analyses, and financial projections necessary in determining the feasibility of a project; performing gasoline reformulation modeling; analyzing and evaluating layout and mechanical designs for complex processing plants; analyzing automation and control systems; analyzing, designing, and executing bio containment strategies; developing and performing process protocols with respect to the U.S. Food and Drug Administration-mandated qualification and validation requirements; and performing geological and metallurgical studies.

Also included in this service category are revenues relating to defense and aerospace-related programs.

Such services typically are more technical and scientific in nature than other project services we provide, and may involve tasks 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.

Construction Services

In addition to the construction management services included under Project Services above, we provide traditional field Construction Services to private and public sector clients.

We also provide modular construction consulting services.

In the area of environmental remediation and restoration, we also provide environmental remedial construction services for a variety of public and private sector clients.

By focusing our construction efforts in this way, we attempt to minimize the risks associated with constructing complex projects based on designs prepared by third parties.

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

The information required by this Item 3 is included in Note [removed: 12] [added: 15] — Contractual Guarantees, Litigation, [removed: Investigations,] [added: Investigations] and Insurance of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K and is incorporated herein by reference.

| | |

For the fiscal year ended September [removed: 29, 2017] [added: 28, 2018] Commission File No. 1-7463

Indicate by check-mark whether the Registrant: has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit [removed: and post] such files).

☒ Yes [removed: -] ☐ No

There were [removed: 120,466,122] [added: 142,263,898] shares of common stock outstanding as of November [removed: 10, 2017.][added: 12, 2018.]

The aggregate market value of the Registrant’s common equity held by non-affiliates was approximately [removed: $6.7] [added: $8.3] billion as of March [removed: 31, 2017,] [added: 30, 2018,] 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: 2018] [added: 2019] annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Fiscal [removed: 2017] [added: 2018] Annual Report on Form 10-K

| [Part [removed: I](#PART_I)] [added: I](#s574CDEB10D5D55E4A1E29B3D73468A6F)] | | | | | | |

| | | Item 1. | | [removed: [Business](#ITEM_1_BUSINESS)] [added: [Business](#s443CCD4CA61B5A31963B074A87D95BF4)] | | Page [removed: 3] [added: [4](#s443CCD4CA61B5A31963B074A87D95BF4)] |

| | | Item 1A. | | [Risk [removed: Factors](#ITEM_1A__RISK_FACTORS)] [added: Factors](#s23E162E554965C789ED2EC01DD8F767B)] | | Page [removed: 15] [added: [13](#s23E162E554965C789ED2EC01DD8F767B)] |

| | | Item 1B. | | [Unresolved Staff [removed: Comments](#ITEM_1B__UNRESOLVED_STAFF_COMMENTS)] [added: Comments](#s434B828B74C35EC99AD47590E2FB514E)] | | Page [removed: 34] [added: [31](#s434B828B74C35EC99AD47590E2FB514E)] |

| | | Item 2. | | [removed: [Properties](#ITEM_2_PROPERTIES)] [added: [Properties](#sDF1F2580743E551B83FC5B8711183841)] | | Page [removed: 34] [added: [31](#sDF1F2580743E551B83FC5B8711183841)] |

| | | Item 3. | | [Legal [removed: Proceedings](#ITEM_3_LEGAL_PROCEEDINGS)] [added: Proceedings](#s316C01B50BFA53138A0272844B8FD5F4)] | | Page [removed: 34] [added: [31](#s316C01B50BFA53138A0272844B8FD5F4)] |

| | | Item 4. | | [Mine Safety [removed: Disclosure](#ITEM_4_MINE_SAFETY_DISCLOSURE)] [added: Disclosure](#s85DB68A6E625529188D255B94E1D2B03)] | | Page [removed: 34] [added: [31](#s85DB68A6E625529188D255B94E1D2B03)] |

| [Part [removed: II](#PART_II)] [added: II](#s6F59135970215D81A62B4AD10D8CBCFB)] | | | | | | |

| | | Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ITEM_5_MARKET_FOR_REGISTRANTS_COMMON_EQU)] [added: Securities](#s7E04821F0C0B5728A6000039DDF87231)] | | Page [removed: 35] [added: [32](#s7E04821F0C0B5728A6000039DDF87231)] |

| | | Item 6. | | [Selected Financial [removed: Data](#ITEM_6_SELECTED_FINANCIAL_DATA)] [added: Data](#sEE257DAE94FF51CA8CB55DCC405566D8)] | | Page [removed: 37] [added: [33](#sEE257DAE94FF51CA8CB55DCC405566D8)] |

| | | Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F)] [added: Operations](#s1C00D70D6D1F5153AC5D5BCF6BD8B5DB)] | | Page [removed: 38] [added: [34](#s1C00D70D6D1F5153AC5D5BCF6BD8B5DB)] |

| | | Item 7A. | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS)] [added: Risk](#s0539CDE013E25626817E156848F2B81D)] | | Page [removed: 57] [added: [52](#s0539CDE013E25626817E156848F2B81D)] |

| | | Item 8. | | [Financial Statements and Supplementary [removed: Data](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR)] [added: Data](#s511E9433E79F58968B5CB9661DA04D15)] | | Page [removed: 57] [added: [52](#s511E9433E79F58968B5CB9661DA04D15)] |

| | | Item 9. | | [Changes in and Disagreements With Accountants On Accounting and Financial [removed: Disclosure](#ITEM_9_CHANGES_IN_DISAGREEMENTS_WITH_ACC)] [added: Disclosure](#s347C0D079C8E5D10B14C3E105490FABA)] | | Page [removed: 57] [added: [53](#s347C0D079C8E5D10B14C3E105490FABA)] |

| | | Item 9A. | | [Controls and [removed: Procedures](#ITEM_9A_CONTROLS_PROCEDURES)] [added: Procedures](#s1E949A47E4BB5170AD795A9838371203)] | | Page [removed: 57] [added: [53](#s1E949A47E4BB5170AD795A9838371203)] |

| | | Item 9B. | | [Other [removed: Information](#ITEM_9B_OR_INFORMATION)] [added: Information](#s1A7B0F52F5C15957A333C55C8D0FB59D)] | | Page [removed: 58] [added: [54](#s1A7B0F52F5C15957A333C55C8D0FB59D)] |

| [Part [removed: III](#PART_III)] [added: III](#s0AED6E5822645C70A32CBE364B792EBA)] | | | | | | |

| | | Item 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#ITEM_10_DIRECTORS_EXECUTIVE_FICERS_CORPO)] [added: Governance](#sE5F9377379705FB49472AF7A46BDBD0F)] | | Page [removed: 59] [added: [55](#sE5F9377379705FB49472AF7A46BDBD0F)] |

| | | Item 11. | | [Executive [removed: Compensation](#ITEM_11_EXECUTIVE_COMPENSATION)] [added: Compensation](#s61517C76531A5DDBABC561D5219360DC)] | | Page [removed: 59] [added: [55](#s61517C76531A5DDBABC561D5219360DC)] |

| | | Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ITEM_12_SECURITY_OWNERSHIP_CERTAIN_BENEF)] [added: Matters](#sB2B8B6DEBF2550858188A629A03D837B)] | | Page [removed: 59] [added: [55](#sB2B8B6DEBF2550858188A629A03D837B)] |

| | | Item 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ITEM_13_CERTAIN_RELATIONSHIPS_RELATED_TR)] [added: Independence](#s3B2ABDD809855473A542C683BCCD5F77)] | | Page [removed: 60] [added: [56](#s3B2ABDD809855473A542C683BCCD5F77)] |

| | | Item 14. | | [Principal Accounting Fees and [removed: Services](#ITEM_14_PRINCIPAL_ACCOUNTING_FEES_SERVIC)] [added: Services](#s50128CE559BC5B299102C8B58998E3CD)] | | Page [removed: 60] [added: [56](#s50128CE559BC5B299102C8B58998E3CD)] |

| [Part [removed: IV](#PART_IV)] [added: IV](#s23B45A6924CA5900BB44CE7A3E892BE2)] | | | | | | |

| | | Item 15. | | [Exhibits and Financial Statement [removed: Schedules](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH)] [added: Schedules](#s64A67E20A9845262A869623E04C10487)] | | Page [removed: 61] [added: [57](#s64A67E20A9845262A869623E04C10487)] |

| | | | | [removed: [Signatures](#SIGNATURES)] [added: [Signatures](#s986DB1E5F664597D91370072BF27BF0E)] | | Page [removed: 66] [added: [62](#s986DB1E5F664597D91370072BF27BF0E)] |

In addition to historical information, this Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of [removed: 1995.][added: 1995, including, among other things, statements regarding our future operations, financial condition, and business strategies and future economic and industry conditions.]

10-K 1 jecfy201810-k.htm 10-K

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Explanatory Note

On November 20, 2018, Jacobs Engineering Group Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ended September 28, 2018 and certain other financial information.

A copy of the press release was attached to a Form 8-K furnished by the Company to the Securities and Exchange Commission on November 20, 2018.

As previously noted by Company management, at the time it issued such press release the Company was continuing to finalize its year end audit processes, including with respect to income taxes.

In that regard, the Company’s final 2018 income tax expense also includes approximately $15.0 million in deferred income taxes associated with adjustments with respect to valuation allowances on foreign tax credits associated with the acquisition of the CH2M business that had not been included in the Company’s press release.

The impact of these adjustments was, on a U.S. GAAP basis, $(0.10) per share for the fourth quarter and $(0.11) per share for the fiscal year ended September 28, 2018.

These revised amounts are included in the results reported in this Form 10-K.

These adjustments do not impact the adjusted EPS results for the fourth quarter or the fiscal year ended September 28, 2018 reported in the press release.

In connection with these adjustments, the Company’s management identified a material weakness in the Company’s internal control over financial reporting.

See Item 9A, "Controls and Procedures" in this Form 10-K.

JACOBS ENGINEERING GROUP INC.

Fiscal 2018 Annual Report on Form 10-K

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10-K 1 jec-10k_20170929.htm 10-K

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Our properties consist primarily of office space within general, commercial office buildings located in major cities primarily in the following countries: United States; [added: Argentina; Armenia;] Australia; [removed: Austria;] [added: Bahrain;] Belgium; [added: Brazil;] Canada; Chile; China; [removed: Finland;] [added: Egypt; France;] Germany; [removed: Greece;] [added: Greenland; Hong Kong;] India; [added: Indonesia; Iraq; Ireland;] Italy; [added: Kazakhstan; Korea (Republic of);] Malaysia; Mexico; [removed: Morocco;] The Netherlands; [added: New Zealand;] Oman; [added: Peru;] The Philippines; [removed: Puerto Rico; Peru; Republic of Ireland;] [added: Poland; Qatar; Romania; Russian Federation;] Saudi Arabia; [added: Singapore;] South Africa; [removed: Singapore;] Spain; Sweden; [added: Taiwan (Province of China); Thailand; Trinidad and Tobago;] United Arab Emirates; [removed: and the] United [removed: Kingdom.][added: Kingdom and Vietnam.]

Such space is used for operations (providing technical, professional, and other home office services), [removed: sales,] [added: sales] and administration.

In addition, we have fabrication facilities located in Canada in Pickering, [removed: Ontario] [added: Ontario; St. John, New Brunswick;] and [removed: Edmonton] [added: Edmonton, Alberta] and Lamont, Alberta.

The total amount of space used by us for all of our operations is approximately [removed: 7.6] [added: 14.2] million square feet.

We also lease [removed: smaller, project] [added: smaller] offices located [removed: throughout the U.S., the U.K., and] in certain other countries.

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We also rent most of our construction equipment on a short-term basis.

Page [removed: 34][added: 31]

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

| Second quarter | | [added: $] | 52.39 | | | [added: $] | 62.20 | |

| Third quarter | | [added: $] | 50.53 | | | [added: $] | 55.97 | |

| Fourth quarter | | [added: $] | 49.31 | | | [added: $] | 58.51 | |

According to the records of our transfer agent, there were [removed: 989] [added: 3,684] shareholders of record as of November [removed: 10, 2017.][added: 12, 2018.]

On July 23, 2015, the Board of Directors approved a program to repurchase up to [removed: $500] [added: $500.0] million of the Company’s common [removed: stock over the next three years.][added: stock, to expire on July 31, 2018.]

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

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

The authorization for the share repurchase program may be terminated, [removed: increased,] [added: increased] or decreased by the Company’s Board of Directors in its discretion at any time.

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

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

Future dividend [removed: payments] [added: declarations] are subject to review and approval by the Company’s Board of Directors.

Page [removed: 35][added: 32]

The following graph and table shows the changes over the five-year period ended September [removed: 29, 2017] [added: 28, 2018] in the value of $100 as of the close of market on September 30, [removed: 2012] [added: 2013] in (1) the common stock of Jacobs Engineering Group Inc., (2) the Standard & Poor’s 500 Stock Index, and (3) the Dow Jones Heavy Construction Group Index.

[removed: ][added: ]

| | [removed: | 2012 | | | |] 2013 | | | [removed: |] 2014 | | | [removed: |] 2015 | | | [removed: |] 2016 | | | [removed: |] 2017 | | | [added: 2018 | |]

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| Fiscal 2018: | | | | | | | | |

| First quarter | | $ | 57.21 | | | $ | 69.35 | |

| Second quarter | | $ | 55.42 | | | $ | 72.18 | |

| Third quarter | | $ | 55.21 | | | $ | 66.72 | |

| Fourth quarter | | $ | 62.79 | | | $ | 77.91 | |

On July 19, 2018, the Company's Board of Directors authorized the continuation of this share repurchase program for an additional three years, to expire on July 31, 2021.

The following table summarizes the activity under this program during fiscal 2018:

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| | Average Price Per Share (1) | | Shares Repurchased | | Total Shares Retired |

| $500,000,000 | $60.77 | | 49,074 | | 49,074 |

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

In the fourth fiscal quarter of 2017, the Company declared a dividend of $0.15 per share of the Company’s common stock that was paid in the first fiscal quarter of 2018.

In the second, third and fourth fiscal quarters of 2018, the Company declared and paid a dividend of $0.15 per share of the Company’s common stock, for a total of $0.60 per share paid during the year ended September 28, 2018.

On September 11, 2018, the Company's Board of Directors declared a dividend of $0.15 per share of the Company's common stock that was paid on October 26, 2018 to shareholders of record on the close of business on September 28, 2018.

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| Jacobs Engineering Group Inc. | 100.00 | | | 83.91 | | | 64.33 | | | 88.90 | | | 100.99 | | | 134.11 | |

| S&P 500 | 100.00 | | | 119.73 | | | 119.00 | | | 137.36 | | | 162.92 | | | 192.10 | |

| Dow Jones US Heavy Construction | 100.00 | | | 95.45 | | | 70.89 | | | 80.42 | | | 86.92 | | | 93.30 | |

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

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

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

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

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

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

There were no repurchases of our common stock during the fourth quarter of fiscal 2017.

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

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.

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| 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 | |

Page 36

| | [removed: | 2017] [added: 2018] (a) | | | | [removed: 2016] [added: 2017] (b) | | | | [removed: 2015] [added: 2016] (c) | | | | [removed: 2014] [added: 2015] (d) | | | | [removed: 2013] [added: 2014 (e)] | | |

| Results of Operations: | | | | | | | | | | | | | | | | | | | | [removed: |]

| Revenues | [removed: |] $ | [removed: 10,022,788] [added: 14,984,646] | | | $ | [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] | |

| Net earnings attributable to Jacobs | [added: $] | [added: 163,431] | [added: | | $ |] 293,727 | | | [added: $] | 210,463 | | | [added: $] | 302,971 | | | [added: $] | 328,108 | | [removed: | | 423,093 | |]

| Financial Position: | | | | | | | | | | | | | | | | | | | | [removed: |]

| Current ratio | [removed: | 1.56] [added: 1.45] to 1 | | | | [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 | | |

| Working capital | [added: $] | [added: 1,410,891] | [added: | | $ |] 1,069,953 | | | [added: $] | 1,081,784 | | | [added: $] | 1,141,512 | | | [added: $] | 1,372,332 | | [removed: | | 2,020,853 | |]

| Current assets | [added: $] | [added: 4,556,584] | [added: | | $ |] 2,996,180 | | | [added: $] | 2,864,470 | | | [added: $] | 3,122,678 | | | [added: $] | 3,722,178 | | [removed: | | 3,908,473 | |]

| Total assets | [added: $] | [added: 12,645,795] | [added: | | $ |] 7,380,859 | | | [added: $] | 7,360,022 | | | [added: $] | 7,785,926 | | | [added: $] | 8,453,659 | | [removed: | | 7,274,144 | |]

| Cash | [added: $] | [added: 793,358] | [added: | | $ |] 774,151 | | | [added: $] | 655,716 | | | [added: $] | 460,859 | | | [added: $] | 732,647 | | [removed: | | 1,256,405 | |]

| Long-term debt | [added: $] | [added: 2,146,877] | [added: | | $ |] 235,000 | | | [added: $] | 385,330 | | | [added: $] | 584,434 | | | [added: $] | 764,075 | | [removed: | | 415,086 | |]

| Total Jacobs stockholders’ equity | [added: $] | [added: 5,854,345] | [added: | | $ |] 4,428,352 | | | [added: $] | 4,265,276 | | | [added: $] | 4,291,745 | | | [added: $] | 4,469,255 | | [removed: | | 4,213,097 | |]

| Return on average equity | [removed: |] [added: 3.18] | [removed: 6.76] | % | | [added: 6.76] | [removed: 4.92] | % | | [added: 4.92] | [removed: 6.92] | % | | [added: 6.92] | [removed: 7.56] | % | | [added: 7.56] | [removed: 10.66] | % |

| [removed: Total] [added: Backlog:] | [added: $] | [added: 27,298,614] | [added: | | $ |] 19,788,613 | | | [added: $] | 18,760,529 | | | [added: $] | 18,806,570 | | | [added: $] | 18,380,034 | | [removed: | | 17,217,900 | |]

| Per Share Information: | | | | | | | | | | | | | | | | | | | | [removed: |]

| Basic earnings per share | [added: $] | [added: 1.18] | [added: | | $ |] 2.43 | | | [added: $] | 1.75 | | | [added: $] | 2.42 | | | [added: $] | 2.51 | | [removed: | | 3.27 | |]

| Diluted earnings per share | [added: $] | [added: 1.17] | [added: | | $ |] 2.42 | | | [added: $] | 1.73 | | | [added: $] | 2.40 | | | [added: $] | 2.48 | | [removed: | | 3.23 | |]

| Stockholders’ equity | [added: $] | [added: 42.21] | [added: | | $ |] 36.78 | | | [added: $] | 35.26 | | | [added: $] | 34.85 | | | [added: $] | 33.92 | | [removed: | | 32.00 | |]

| Average Number of Shares of Common Stock and Common Stock Equivalents Outstanding (Diluted) | [added: 138,712] | | [removed: 121,466] | | [added: 120,147] | | [added: | |] 121,483 | | | | 126,110 | | | | 132,371 | | | [removed: | 130,945 | |]

| Common Shares Outstanding At Year End | [added: 142,218] | | [added: | |] 120,386 | | | | 120,951 | | | | 123,153 | | | | 131,753 | | | [removed: | 131,639 | |]

| Cash Dividends Declared Per Common Share | [removed: |] $ | 0.60 | | | [added: $] | [removed: —] [added: 0.60] | | | [added: $] | — | | | [added: $] | — | | | [added: $] | — | |

| [removed: (a)] [added: (b)] | Includes costs of $87.9 million, or $0.73 per diluted share, related to the Company's restructuring and other initiatives [removed: in the first, second, third and fourth quarter of] [added: during] 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 [removed: pending] CH2M acquisition. [removed: 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: (c)] | Includes costs of $135.6 million, or $1.12 per diluted share, related to the Company's restructuring initiatives [removed: in the first, second, third and fourth quarter of] [added: during] 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. [removed: 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: (c)] [added: (d)] | Includes costs of $107.9 million, or $0.86 per diluted share, related to the Company's restructuring initiatives [removed: in the second, third and fourth quarters of] [added: during] fiscal 2015. [removed: 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: (d)] [added: (e)] | Includes costs of $109.2 million, or $0.82 per diluted share, related to the Company's restructuring initiatives [removed: in the third and fourth quarter of] [added: during] fiscal 2014. |

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| (a) | Includes costs of $140.1 million, or $1.01 per diluted share, related to the Company's restructuring and other initiatives during fiscal 2018, which includes $21.0 million in loss related to the sale of the Company's investment in Guimar Engenharia Ltda. Also included in fiscal 2018 are after-tax charges of $60.7 million, or $0.44 per diluted share, in professional fees and related costs associated with the CH2M acquisition and pending ECR sale and $259.2 million, or $1.86 per diluted share, in benefits related to tax reform. |

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| Backlog: | | | | | | | | | | | | | | | | | | | | |

| Technical professional services | | | 12,593,615 | | | | 12,013,121 | | | | 11,692,404 | | | | 12,607,029 | | | | 11,118,400 | |

| Field services | | | 7,194,998 | | | | 6,747,408 | | | | 7,114,166 | | | | 5,773,005 | | | | 6,099,500 | |

___________

The information required by this Item 8 is submitted as a separate section beginning on page [removed: F-1of] [added: F-1 of] this Annual Report on Form 10-K and is incorporated herein by reference.

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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: 29, 2017,] [added: 28, 2018,] the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”).

Based on that evaluation, [added: and as a result of] the [added: material weakness in our internal control over financial reporting described below under Management's Annual Report on Internal Control Over Financial Reporting, the] Chief Executive Officer and Chief Financial Officer [added: have] concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were [added: not] functioning effectively as of the Evaluation Date to provide reasonable assurance that the information required to be disclosed by the Company in reports filed 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 appropriate to allow timely decisions regarding required disclosure.

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

Based on this [removed: evaluation,] [added: assessment and the material weakness identified below,] management has concluded that the Company’s internal [removed: controls] [added: control] over financial reporting as of the Evaluation Date [removed: were effective.][added: was ineffective.]

The [removed: Company’s] [added: Company's] independent registered public accounting firm, Ernst & Young LLP, [removed: has issued an attestation report] [added: that audited the Company's consolidated financial statements included in this Annual Report] on [added: Form 10-K, also audited] the [removed: Company’s] [added: effectiveness of our] internal control over financial reporting [removed: which appears later] [added: as of September 28, 2018, as stated] in [added: their report included in] this Annual Report on Form 10-K.

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[removed: There] [added: Subject to the above, there] were no changes in the Company’s internal control over financial reporting during the Company’s fiscal quarter ended September [removed: 29, 2017] [added: 28, 2018] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

As permitted by SEC guidance for newly acquired businesses, management’s assessment of the Company’s disclosure controls and procedures did not include an assessment of those disclosure controls and procedures of CH2M HILL Companies, Ltd. (CH2M) that are subsumed by internal control over financial reporting.

CH2M accounted for approximately 42% of total assets as of September 28, 2018, and 25% of revenues and 30% of operating profit for the fiscal year ended on September 28, 2018.

As permitted by SEC guidance for newly acquired businesses, management’s assessment of the Company’s internal control over financial reporting did not include an assessment of internal control over financial reporting of CH2M.

CH2M accounted for approximately 42% of total assets as of September 28, 2018, and 25% of revenues and 30% of operating profit for the fiscal year ended on September 28, 2018.

Management has identified the following material weakness as of September 28, 2018: A material weakness related to internal control deficiencies over the accounting for income taxes in connection with a business combination, specifically related to the ineffective design and operating effectiveness of controls over the completeness and accuracy of deferred taxes and the evaluation of the recoverability of deferred taxes associated with the CH2M acquisition.

The material weakness did not result in any material misstatements to the Company’s previously issued financial statements, nor in the financial statements included in this Form 10-K.

Remediation Plan

The Company's management is committed to maintaining a strong internal control environment.

In response to the identified material weakness, management, with the oversight of the Audit Committee of the Board of Directors, will take comprehensive actions to remediate the material weakness in internal control over financial reporting, including implementing additional specific enhanced control procedures for the review, analysis and reporting of its deferred income tax accounts, including control procedures relating to the recoverability of deferred taxes associated with acquired businesses in a business combination.

The Company has commenced its remediation plan, with the goal of remediating this material weakness as soon as possible, subject to the conclusion by management that the enhanced internal control over financial reporting is operating effectively following appropriate testing.

The

remediation efforts are intended both to address the identified material weakness and to enhance our overall financial control environment.

As management continues to evaluate and work to improve the Company's disclosure controls and procedures and internal control over financial reporting, the Company may take additional measures to address these deficiencies or modify certain of the remediation measures described above.

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Page [removed: 58][added: 54]

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The information required by this Item is set forth under the captions “Corporate Governance,” “Compensation Committee Report,” “Compensation Discussion and [removed: Analysis,”] [added: 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.

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The following table presents certain information about our equity compensation plans as of September [removed: 29, 2017:][added: 28, 2018:]

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

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

| Equity compensation plans [added: not] approved by shareholders [removed: (a)] | [removed: | | 2,516,825 |] [added: —] | | [removed: $] | [removed: $46.19] [added: —] | | | | [removed: 7,664,358] [added: —] | |

| Equity compensation plans [removed: not] approved by shareholders [removed: | | | —] [added: (a)] | [added: 1,766,759] | | | [removed: —] [added: $] | [added: 45.53] | | | [removed: —] [added: 5,631,371] | |

Page [removed: 59][added: 55]

| [added: (a)] | [added: 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] and restated (the “1989 ESPP”), and the Global Employee Stock Purchase 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 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: 29, 2017,] [added: 28, 2018,] a total of [removed: 27.6] [added: 28.0] million shares have been issued, leaving [removed: 4.7] [added: 4.3] million shares of common stock available for future issuance at that date. |

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

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| Total | 1,766,759 | | | 45.53 | | | | 5,631,371 | |

| | |

| | |

| --- | --- |

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

| 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 |

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Page [removed: 60][added: 56]

EXHIBITS AND FINANCIAL STATEMENTS

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| [removed: |] (1) | The Company’s Consolidated Financial Statements at September [removed: 29, 2017] [added: 28, 2018] and September [removed: 30, 2016] [added: 29, 2017] and for each of the three years in the period ended September [removed: 29, 2017, September 30, 2016 and October 2, 2015] [added: 28, 2018,] 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. |

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

| [removed: |] (3) | See Exhibit Index below. |

| 2.1 | | [added: |] [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 | | [added: |] [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) |

| 3.1 | | [added: |] [Amended and Restated Certificate of Incorporation of 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 reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000013/amendedcertificateofincorp.htm) |

| 3.2 | | [added: |] [Amended and Restated Bylaws of Jacobs Engineering Group Inc., dated [removed: January 19,] [added: December 18,] 2017. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form [removed: 8-K/A] [added: 8-K] on [removed: May 15,] [added: December 18,] 2017 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517170763/d382229dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517371178/d434201dex31.htm)] |

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

| 4.2 | | [added: |] [See Article II, Section 3.03 of Article III, Article VI and Sections 8.04 and 8.06 of Article VIII of Exhibit [removed: 3.2.](http://www.sec.gov/Archives/edgar/data/52988/000119312517170763/d382229dex31.htm)] [added: 3.2.](http://www.sec.gov/Archives/edgar/data/52988/000119312517371178/d434201dex31.htm)] |

| 10.1 | | [added: |] [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.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000021/sanfrancisco-jacobs2014arc.htm) |

| 10.2 | | [added: |] [Amendment No. 1, dated as of March 4, 2015, 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 March 5, 2015 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000036/ex101jacobs2014revolveragr.htm) |

| 10.3 | | [added: |] [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 | | [added: |] [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 | | [added: |] [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 | | [added: |] [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) |

| [removed: 10.7#] [added: 10.9#] | | [added: |] [Offer Letter by and between Jacobs Engineering Group Inc. and Steven J. Demetriou, dated 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 reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000113/a101offerletterceojuly1020.htm) |

| [removed: 10.8#] [added: 10.10#] | | [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 reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000166/exhibit991offerletter-kevi.htm) |

| [removed: 10.9#] [added: 10.16#] | | [removed: [Employment] [added: | [Amended and Restated Employment] Agreement [removed: dated December 23, 2010] between Jacobs Engineering Group Inc. and Gary [removed: Mandel.] [added: Mandel, effective as of December 30, 2017.] Filed as Exhibit [removed: 10.6] [added: 10.9] to the [removed: Registrant’s] [added: Registrant's] Quarterly Report on Form 10-Q for the [removed: second] [added: first] quarter of fiscal [removed: 2011] [added: 2018] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312511118033/dex106.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex109_110.htm)] |

| [removed: 10.10#] [added: 10.11#] | | [added: |] [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) |

| [removed: 10.11#] [added: 10.12#] | | [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 reference](http://www.sec.gov/Archives/edgar/data/52988/000005298813000113/tyleremploymentagreementex.htm) |

| [removed: 10.12#] [added: 10.13#] | | [added: |] [Offer letter by and between Jacobs Engineering Group Inc. and William Benton Allen, Jr. dated October 4, 2016. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on October 14, 2016 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312516738720/d272332dex101.htm) |

| [removed: 10.13#] [added: 10.14#] | | [added: |] [Retirement Agreement by and between Jacobs Engineering Group Inc. and 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.](http://www.sec.gov/Archives/edgar/data/52988/000156459016023511/jec-ex101_53.htm) |

| [removed: 10.14#] [added: 10.15#] | | [added: |] [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) |

| [removed: 10.15#] [added: 10.18#] | | [added: |] [Form of Indemnification Agreement entered into between Jacobs Engineering Group Inc. and certain of its officers and directors. Filed as Exhibit10.1 to the Registrant's Quarterly Report on Form 10-Q for the third quarter of fiscal 2012 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298812000065/jec-6292012xexx101.htm) |

| [removed: 10.16#] [added: 10.19#] | | [added: |] [Jacobs Engineering Group Inc. 401(k) Plus Savings Plan and Trust, as amended and restated April 1, 2003. Filed as Exhibit 10.12 to the Registrant’s fiscal 2012 Annual Report on Form 10-K and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298812000086/ex1012.htm) |

| [removed: 10.17#] [added: 10.20#] | | [added: |] [Jacobs Engineering Group Inc. 1989 Employee Stock Purchase Plan (as amended and restated on January 19, 2017). Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on January 24, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517016778/d332588dex101.htm) |

| [removed: 10.18#] [added: 10.21#] | | [added: |] [Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan (as amended and restated on January 19, 2017). Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on January 24, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517016778/d332588dex102.htm) |

| [removed: 10.19#] [added: 10.22#] | | [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 reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000173/ex102execsecprog.htm) |

| [removed: 10.20#] [added: 10.23#] | | [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 reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000173/ex103execsecprogamend1.htm) |

| [removed: 10.21#] [added: 10.24#] | | [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 reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000173/ex104execsecprogamend2.htm) |

| [removed: 10.22#] [added: 10.25#] | | [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 reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298812000086/ex105.htm) |

| [removed: 10.23#] [added: 10.26#] | | [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 reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298812000086/ex106.htm) |

| [removed: 10.24#] [added: 10.27#] | | [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 reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000173/ex1071995execdefplan.htm) |

| [removed: 10.25#] [added: 10.28#] | | [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 reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312510099363/dex101.htm) |

| [removed: 10.26#] [added: 10.29#] | | [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 reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298812000086/ex108.htm) |

| [removed: 10.27#] [added: 10.30#] | | [added: |] [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) |

| [removed: 10.28#] [added: 10.31#] | | [added: |] [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) |

| [removed: 10.29#] [added: 10.32#] | | [added: |] [Jacobs Engineering Group Inc. Management Incentive Plan, as amended and restated effective November 19, 2015. Filed as [removed: Exhibit 10.50] [added: an exhibit] to the Registrant’s fiscal 2015 Annual Report on Form 10-K and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000155/ex10432015form10-kfinalman.htm)] [added: reference](http://www.sec.gov/Archives/edgar/data/52988/000005298815000155/ex10432015form10-kfinalman.htm).] |

| [removed: 10.30#] [added: 10.33#] | | [added: |] [Jacobs Engineering Group Inc. 1999 Stock Incentive Plan, as amended and restated. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on January 28, 2014 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000013/amendedshareholderplan1232.htm) |

| [removed: 10.31#] [added: 10.34#] | | [added: |] [Jacobs Engineering Group Inc. 1999 Outside Director Stock Plan, as Amended and Restated. Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2016 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298816000172/ex103amended1999outsidedir.htm) |

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| 2.3 | | | [Stock and Asset Purchase Agreement, dated as of October 21, 2018, by and among Jacobs Engineering Group Inc. and WorleyParsons Limited. Filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K on October 22, 2018 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312518303599/d621612dex21.htm) |

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| 4.3 | | | [See Exhibit 10.7](http://www.sec.gov/Archives/edgar/data/52988/000119312518080027/d499440dex41.htm). |

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| 10.7 | | | [Note Purchase Agreement, dated March 12, 2018, by and between Jacobs Engineering Group Inc. and the Purchasers identified therein. Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K on March 13, 2018, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312518080027/d499440dex41.htm) |

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| 10.8 | | | [First Amendment to the Note Purchase Agreement, dated May 11, 2018, by and among Jacobs Engineering Group Inc. and the Purchasers identified therein. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on May 15, 2018 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298818000014/jec8kexhibitfirstamendment.htm) |

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| 10.17†# | | | [Retirement Transition Agreement by and between Jacobs Engineering Group Inc. and Gary Mandel, dated November 20, 2018.](https://www.sec.gov/Archives/edgar/data/52988/000005298818000036/exhibit1017finalmandel.htm) |

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

F-1

F-2

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

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

F-3

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

| Costs and Expenses: | | | | | | | | | | | | |

F-4

| Total Comprehensive Income | | $ | 250,807 | | | $ | 64,633 | | | $ | 201,756 | |

F-5

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

| | | | | | | | | | | | | | | Other Comp- | | | | Jacobs | | | | | | | | Group | | |

| | | | | | | Additional | | | | | | | | rehensive | | | | Stock- | | | | Non- | | | | Stock- | | |

| | | Common | | | | Paid-in | | | | Retained | | | | Income | | | | holders’ | | | | controlling | | | | holders’ | | |

| | | Stock | | | | Capital | | | | Earnings | | | | (Loss) | | | | Equity | | | | Interests | | | | Equity | | |

| Balances at September 26, 2014 | | $ | 131,753 | | | $ | 1,173,858 | | | $ | 3,527,193 | | | $ | (363,549 | ) | | $ | 4,469,255 | | | $ | 36,405 | | | $ | 4,505,660 | |

| Net earnings | | | — | | | | — | | | | 302,971 | | | | — | | | | 302,971 | | | | 25,911 | | | | 328,882 | |

| Repurchases of equity securities | | | (10,190 | ) | | | (117,515 | ) | | | (324,243 | ) | | | — | | | | (451,948 | ) | | | — | | | | (451,948 | ) |

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

| Issuances of equity securities, net of deferred taxes of $1,015 | | | 1,468 | | | | 99,117 | | | | — | | | | — | | | | 100,585 | | | | — | | | | 100,585 | |

F-6

| (Gain) Loss on sales of investments | | | (10,880 | ) | | | 17,049 | | | | — | |

| Loss on sales of business | | | 822 | | | | 24,361 | | | | 2,909 | |

| Gain on benefit plan change | | | (9,955 | ) | | | — | | | | — | |

| Change in pension plan obligations | | | (26,990 | ) | | | (9,380 | ) | | | (5,980 | ) |

| Change in deferred compensation plans | | | (531 | ) | | | 576 | | | | (3,229 | ) |

| Deferred gain on synthetic lease transaction | | | — | | | | — | | | | 23,343 | |

| Purchases of investments | | | — | | | | (3,403 | ) | | | — | |

| Sales of investments | | | 31,701 | | | | — | | | | 13 | |

| Sales of business | | | (2,036 | ) | | | (19,039 | ) | | | — | |

| Cash dividends | | | (54,234 | ) | | | — | | | | — | |

| Dividends paid to noncontrolling interests | | | (4,559 | ) | | | (5,855 | ) | | | (7,230 | ) |

| Cash and Cash Equivalents at Beginning of Period | | | 655,716 | | | | 460,859 | | | | 732,647 | |

F-7

1.