JJacobs Solutions

Significant Accounting Policies Redeemable Noncontrolling Interests, page F-16 1. We note that in connection with the PA Consulting Investment, the Company recorded redeemable noncontrolling interests and that the interest holders of such noncontrolling interests have certain option rights to put the preferred and common share interests back to the Company at a value based on the fair value of PA Consulting (the

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redemption values). It appears that the Company also has an option to call the interests for certain individual shareholders in certain circumstances. We further note that the Company has deemed these interests probable of becoming redeemable in the future and requiring their measurement at the greater of (i) the redemption amount that would be paid if settlement occurred at the balance sheet date, or (ii) the historical value resulting from the original acquisition date fair value plus the impact of any earnings or loss attribution amounts, including dividends. In order to better understand the Company's accounting, please tell us how the Company considered and applied the guidance in ASC 480-10, specifically the guidance through ASC 480-10-55-53 through ASC 480-10-55-62 and the guidance in ASC 480-10-S99 to its facts and circumstances.

We respectfully inform the Staff that the Company applied the guidance of ASC 480-10 Distinguishing Liabilities from Equity, including consideration of ASC 480-10-55-53 through ASC 480-10-55-62 and the guidance in ASC 480-10-S99 to determine the proper balance sheet classification of the PA Consulting noncontrolling interest instruments, which are comprised of the Class B Preferred Shares (the “B Preferred Shares”), and the Class B Ordinary Shares (the “B Ordinary Shares” and together with the B Preferred Shares, the “Class B Shares”) and the put and call options embedded within the Class B

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Shares (which we determined to not be free-standing) as further described below.

The Company determined based on its analysis of the Class B Shares and associated options mentioned above that the PA Consulting noncontrolling interests instruments should be classified as temporary equity, which is reported outside of permanent equity, in accordance with ASC 480-10-S99-3A, which provides that certain contingent redemption features in equity securities require classification as temporary equity and not as a liability.

In arriving at this determination, the Company considered the following:

The Company acquired its interest in PA Consulting on March 2, 2021. At that time, PA Consulting was recapitalized, the Class B Shares were newly issued, and PA Consulting adopted, by special resolution, Articles of Association that incorporated the terms of the various options rights agreed to by the parties in connection with the Company’s investment in PA Consulting. The terms of the put and call options related to the Class B Shares are summarized as follows:

•A Call Option held by the Company (inclusive of its consolidated subsidiaries) to repurchase shares from a shareholder who ceases to be an employee at either (i) the fair value of such shares as determined at the last annual valuation date (the “Annual Fair Value”), or (ii) in certain circumstances (e.g. subsequent employment at a competing business) the lower of the cost paid by the shareholder for the Class B Shares or the Annual Fair Value. This option is exercisable at the Company’s discretion only upon an employee’s termination (whether voluntary or involuntary).

•The holders of Class B Shares have the right to require that their Class B Shares be repurchased by the Company only in certain circumstances:

i. if the parties are not able to agree to a liquidity event on the timeline agreed-upon by the parties at the date of acquisition (which time period has not lapsed yet) (the “Value Put Option”); or ii. if the Company exercises certain protective governance related rights that were granted to it in connection with the investment (the “Additional Put Option”).

The put price of such Class B Shares is based on the fair value of PA Consulting at the date the put is exercised (and may not be the same as the Annual Fair Value).

All Class B Shares are subject to the options, the options cannot be transferred apart from the Class B Shares and in no instances are there any scenarios that allow for net settlement. Based on the terms of the options, we concluded these options are not freestanding financial instruments.

With respect to the guidance in ASC 480-10-55-53 through ASC 480-10-55-62, we respectfully inform the Staff that we determined this guidance was not applicable as it mainly relates to circumstances where the parent company has a fixed price call option to purchase a noncontrolling interest and the noncontrolling interest holder has a fixed price put option. The price at which the PA Consulting noncontrolling interest options are exercisable are not at fixed prices but are instead at fair value (or in certain cases the lower of fair value or original purchase cost) as more fully described in the preceding paragraphs above. Consequently, the Company concluded that the PA noncontrolling interest instruments are not eligible for liability classification under ASC 480-10-55-53 through ASC 480-10-55-62.

Further, we evaluated whether the Class B Shares provide for mandatory redemption as defined in ASC 480-10. We note that to be mandatorily redeemable, the redemption of the instrument must be subject to an unconditional obligation, which is not the case for the Class B shares. As such, we next evaluated the redeemable equity guidance in ASC 480-10-S99 and noted the Class B shares included the redemption feature that was not solely within the control of the Company (the Value Put Option that enables the holders of Class B Shares the right to require repurchase of the shares by the Company as described further below) and, therefore, the Company determined that the Class B shares are within the scope of ASC 480-10-S99 and require classification as temporary equity.

The Company evaluated the subsequent measurement guidance in ASC 480-10-S99-3A §15 which requires that the balances subsequently be remeasured in temporary equity either utilizing an accretion method or redemption method if the redemption feature is probable of becoming redeemable. To determine whether the interests are probable of becoming redeemable by virtue of the Value Put Option, we considered that the Company and the noncontrolling interest holders must each take the required action to negotiate and agree to a liquidity event, and if nothing were to occur other than the passage of time, the Value Put Option would become exercisable. As such, the Company concluded the redeemable noncontrolling interests were probable of becoming redeemable. The Company has elected to follow the redemption method and present the redeemable noncontrolling interests at the greater of the interests’ carrying amount under ASC 810 and the contractual redemption price (derived based on PA Consulting’s fair value) as if the interests were redeemed at the balance sheet date.

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Revenue Accounting for Contracts, page F-18 2. We note that 52% of your $15 billion remaining performance obligations will be recognized in within the next 12 months and the remaining 48% thereafter. Considering the long term nature of your contracts, please tell us in what periods you expect to recognize the remaining 48% "thereafter" and how your current disclosures reflect the appropriate time bands for your

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arrangements. In that regard, please tell us how you considered disclosure around revenue expected to be recognized within 1 year, 2 years etc. Refer to 606-10-50-13(b) 14. PA Consulting Business Combination, page F-47 3. We note your disclosure related to the changes in the Company's redeemable noncontrolling interests during the fiscal year ended September 30, 2022. Based on the disclosure in your table, it appears that the Company repurchased $53.8 million in redeemable noncontrolling interests and issued $54.9 million in redeemable noncontrolling interests during the year ended September 30, 2022. However, we note that in the paragraph preceding such table, you disclose that the Company repurchased $46.1 million in cash and issued certain shares of redeemable noncontrolling interests for $49.7 million with the difference between the cash purchase prices and the recorded book values of these repurchased and issued interests recorded in the Company’s consolidated retained earnings. Finally, we note that per your disclosure in your consolidated statement of stockholder's equity on page F-6, the Company recognized $2.6 million related to the repurchase and issuance of redeemable noncontrolling interests. As such, please provide us with an understanding of the differences impacting each of your disclosures. 17. Restructuring and Other Charges, page F-54

The Company respectfully informs the Staff that the Company expects to recognize the majority of the remaining performance obligation after the first twelve months at varying amounts within the next four years, subject to change as our portfolio mix and contract lives evolve. As the majority of the remaining performance obligations is expected to be recognized in the next 12 months, we believe our quantitative disclosure for the one-year time band and thereafter was sufficient to convey that our remaining performance obligations are not expected to remain outstanding for extended periods of

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time. However, for future filings, the Company will include additional qualitative disclosure to provide the reader additional insight into the time period over which our remaining performance obligations are expected to be recognized, which periods may vary over time. For example, in future filings, we will disclose that the majority of the remaining performance obligations after the first 12 months are expected to be recognized over a four year period..

14. PA Consulting Business Combination, page F-47

3.We note your disclosure related to the changes in the Company's redeemable noncontrolling interests during the fiscal year ended September 30, 2022. Based on the disclosure in your table, it appears that the Company repurchased $53.8 million in redeemable noncontrolling interests and issued $54.9 million in redeemable noncontrolling interests during the year ended September 30, 2022. However, we note that in the paragraph preceding such table, you disclose that the Company repurchased $46.1 million in cash and issued certain shares of redeemable noncontrolling interests for $49.7 million with the difference between the cash purchase prices and the recorded book values of these repurchased and issued interests recorded in the Company’s consolidated retained earnings. Finally, we note that per your disclosure in your consolidated statement of stockholder's equity on page F-6, the Company recognized $2.6 million related to the repurchase and issuance of redeemable noncontrolling interests. As such, please provide us with an understanding of the differences impacting each of your disclosures.

Response:

The Company respectfully informs the Staff that the differences noted in the Staff’s comment stem from the different prices at which the options described in comment #1 are exercisable. To reflect periodic remeasurement of outstanding noncontrolling interests, we use the redemption method accounting policy described in comment #1. However, when disclosing repurchases of noncontrolling interests, we use the actual cost to us under the Call Option described under comment #1.

As noted in the Staff’s comment, during fiscal year 2022, the Company repurchased a portion of the redeemable noncontrolling interests for a cash price of $46.1 million as compared to such interests’ redemption value of $53.8 million determined in accordance with ASC 480 as described in comment #1. While the changes reflected in the redeemable noncontrolling interest disclosures reflect periodic remeasurement of outstanding noncontrolling interests using the redemption method accounting policy described in comment #1, consistent with the contractual Value Put Option price, $46.1 million is the actual price paid to repurchase non-controlling interests in accordance with the Call Option. In accordance with ASC 810-10-45-21A through 24, the difference as described is accounted for as equity transactions given the Company’s continued ability to control PA Consulting.

Furthermore, as noted in your comment, during fiscal year 2022, the Company issued Class B Shares of PA Consulting for a cash price of $49.7 million that had a redemption value of $54.9 million on the issuance date. The difference is attributable to a minor non-compensatory discount made available to all of the noncontrolling interest holders to fair value coupled with a difference between fair value of such shares and the contractual redemption value set forth under the Value Put Option. Accordingly, as the Company retained control of PA Consulting, under ASC 810-10-45-21A through -24, such differences between cash received and redemption value were accounted for as equity transactions reflected as an adjustment to the Company’s retained earnings.

17. Restructuring and Other Charges, page F-54

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Please also expand your disclosures here or within MD&A to disclose the expected effects on future earnings and cash flows resulting from each of your restructuring plans along with the initial period in which those effects are expected to be realized.

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In that regard, quantify the impact the restructuring activities had on your operating income (i.e., the amount by which expenses decreased) and cash flows, including whether the actual results were in line with management’s expectations when the restructuring activities were initiated. If the anticipated savings were not achieved as expected or are achieved in periods other than as expected, please disclose as such, the reasons for the differences and the likely effects on future operating results and liquidity. Please refer to SAB Topic 5:P.4 for guidance

The Company acknowledges the Staff’s comments to expand our disclosures to include the expected effects on future earnings and cash flows resulting from our restructuring plans. For future filings, we will consider the factors outlined in the Staff’s comment and for each restructuring plan, we will provide expanded disclosures within the MD&A—Results of Operations section of our respective Form 10-Q and Form 10-K filings to the extent they are determined to be material.

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In certain situations, such as where the restructuring plan relates to future cost savings from labor and benefits costs from employee separation programs, deviations from management’s expectations may be minimal and therefore disclosure of the reasons for any differences may not be viewed as material.

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We note your disclosure that net revenue is calculated excluding pass through revenue of your People & Places and Divergent Solutions segments. Please tell us how you determined it was appropriate to use a title for your non-GAAP financial measure that appears to be the same as, or confusingly similar to, a title used for a GAAP financial measure. Refer to Non-GAAP Financial Measures C&DI 100.05 .

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Clarify within your response if the adjustment to exclude pass through revenue includes a mark up of pass through costs.

The Company respectfully informs the Staff that it has defined “net revenue” under the heading “Non-GAAP Financial Measures and Operating Metrics” in its earnings release as follows:

Net revenue is calculated excluding third-party pass through revenue of the Company’s People & Places Solutions and Divergent Solutions segments from the Company’s revenue from continuing operations.

We respectfully acknowledge the Staff’s comment and advise the Staff that we intend to change the title of this non-GAAP financial measure from “Net Revenue” to “Adjusted Net Revenue” in future filings to clearly

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identify it as a non-GAAP financial measure. We will also continue to denote that this is a Non-GAAP financial measure through use of footnotes, which will direct readers to the relevant definitions.

The Company’s adjustment to exclude pass throughs from our GAAP revenue and GAAP direct costs does not include any mark-up of pass through costs, as the Company believes any mark-up is nominal and is similar to an administrative fee that the Company is entitled to for the pass through activities. The administrative fee is de minimis in its impacts to revenue, costs and operating profit margin.

The Company will also include its definition of pass through revenues in future filings under Non-GAAP Financial Measures and Operating Metrics.

Reconciliation of Income Tax Expense from Continuing Operations to Adjusted Income Tax Expense from Continuing Operations, page 14

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We note your presentation of your Non GAAP measure Adjusted Income Tax Expense from Continuing Operations includes an adjustment for Other income tax adjustments which are defined as certain income tax adjustments for the purposes of presenting the Company’s expected annual non-GAAP effective tax rate to facilitate a more meaningful evaluation of the Company’s current operating performance and comparisons to the

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Company’s operating performance in other periods. In order to better understand the adjustment, please better describe the nature of such adjustment, how you calculated the adjustment and the reason such adjustment is useful to investors. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

The nature of the Other income tax adjustments in our Non GAAP measure titled “Adjusted Income Tax Expense from Continuing Operations” relates to the Company’s intention to provide more meaningful disclosure of our projected annual Non-GAAP income tax rate (adjusted for tax impacts on Restructuring, Transaction and Other Charges, amortization of intangibles and other projected pretax items) by also removing the effects of items of notable and exceptional nature such as tax impacts from changes in tax valuation allowances, acquisition related costs, changes in unrecognized tax benefits and

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other exceptional tax items which can vary in size, frequency and timing during the interim quarterly reporting periods of a given fiscal year. These items can cause effective tax rate volatility during the quarterly periods in comparison to the final annual tax rate for the fiscal year.

The Other income tax adjustment items are arrived at by calculating the difference between the projected annual Non-GAAP income tax rate described above applied to the respective quarter’s pretax income and the actual tax rate computed for the respective quarters during the year under ASC 740-270. These adjustments may either increase or decrease our quarterly Non-GAAP income tax rate depending on the nature of the respective adjustment item. For example, in the second quarter of fiscal 2023, these adjustments resulted in an increase in our Non-GAAP tax rate and in a corresponding decrease in our reported Non-GAAP earnings.

We believe that these adjustments help investors to better understand the expectations for our annual income tax rate. Further, we believe that by disclosing our full year Non-GAAP annual tax rate along with our GAAP quarterly tax rate information, we are providing a more comprehensive operational view of the Company’s projected annual tax rate and the associated impacts on our reported results throughout the year.

We hope this response has addressed all of the Staff’s comments. Should you have additional questions regarding the information contained herein, we would be pleased to discuss them with you.

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We note your response to our comment number 6. Given that the Other income tax adjustment items are arrived at by calculating the difference between the projected annual Non-GAAP income tax rate applied to the respective quarter’s pretax income and the actual tax rate computed for the respective quarters during the year under ASC 740270; please tell us how you considered whether the Non GAAP measure substitutes an

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individually tailored recognition and measurement method for those of GAAP which results in a misleading non-GAAP measure that violates Rule 100(b) of Regulation G. Please refer to Question 100.04 of the Compliance and Disclosure Interpretations on Non- GAAP Financial Measures for guidance.

The Company acknowledges the Staff’s comment and informs the Staff that the Company considered Rule 100(b) of Regulation G, which states that a registrant shall not make public a Non-GAAP financial measure that, taken together with the information accompanying that measure, is misleading, as well as Question 100.04 of the Non-GAAP Compliance and Disclosure Interpretations (“C&DIs”), which advises that Non-GAAP adjustments that have the effect of

Jacobs Solutions Inc.

changing the recognition and measurement principles required to be applied in accordance with GAAP would be considered

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individually tailored and may cause the presentation of a Non-GAAP measure to be misleading. The Company respectfully informs the Staff that it does not view the Non-GAAP tax rate to be a misleading measure. The Company views the Non-GAAP tax rate as an appropriate and meaningful supplemental measure that provides investors a complete perspective of an annual tax rate that takes into consideration current, deferred and other taxes that are attributable to the business.

In accordance with ASC 740, the interim GAAP financial statements reflect taxes considering a combination of the estimated annual effective tax rate for ordinary income (or loss), combined with calculations of tax (or benefit) for all other items computed individually and recognized in the periods in which such items occur. While such information provides important knowledge regarding the tax impacts in a given interim period, the Company believes that since taxes are calculated on an annual basis, investors also benefit from a comprehensive understanding of how discrete items from individual interim periods are expected to ultimately impact the full annual financial statements. The Company believes its annual Non-GAAP tax rate achieves this, as it is based on the aggregated statutory income tax rates in the jurisdictions in which the Company operates and considers discrete event taxes, permanent adjustments, current and deferred impacts to the effective tax rate, and other known information as of the reporting date, including changes in business operations, tax legislation changes, and major events that could have a material impact on a given quarter. As an example, in the second quarter of fiscal 2023, the Company experienced a significant uncertain tax position release that resulted in the recognition of a benefit for GAAP purposes in the second quarter. The benefit resulted in a significantly lower tax rate that does not represent the full year Non-GAAP anticipated rate. If the Company did not include the “other income tax adjustment,” the Adjusted Diluted Net Earnings Per Share from Continuing Operations would have been higher by $0.25 per share, which may have given investors a misleading view of the Company’s performance. Even though this method results in an “other tax adjustment” in the interim periods, by the end of the fiscal year, the “other income tax adjustment” will eliminate, since all anticipated tax impacts would have occurred by year end. The Company believes that applying the anticipated annual tax rate to each quarterly period provides investors with important information that allows investors to assess trends in the underlying business performance of the Company when discrete tax events may otherwise significantly impact the Company’s quarterly performance.

Importantly, the Company believes that its Non-GAAP presentation allows investors to understand and evaluate the Company’s results in the same manner as management does. For example, the Company’s executive management generally does not consider the impact of discrete tax items in reviewing the Company’s quarterly performance and monitors Adjusted Diluted Net Earnings Per Share from Continuing Operations, as adjusted by “other income tax adjustment,” to facilitate decision-making at the consolidated corporate level, such as with respect to setting annual performance expectations and evaluating quarterly progress against those expectations, and therefore the Company believes this information is important for investors.

The Company understands and recognizes that there are a variety of methods used to calculate Non-GAAP tax rates. Some of these methods exclude certain discrete taxes altogether in their Non-GAAP presentations. Others use the application of a cash tax rate, which effectively excludes the impact of deferred taxes. In contrast, the determination of the tax rate based on the Company’s method does not exclude any applicable taxes to the business. Given all of the methodologies considered, the Company believes the methodology utilized to calculate its annual Non-GAAP tax rate to be comprehensive, robust and transparent. The Company further believes the Non-GAAP tax rate is a meaningful supplement to the GAAP measure, which only considers the isolated interim period impact of the discrete items. The Non-GAAP measure provides information regarding the annual impact, to supplement the GAAP calculation, for the readers of Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Company respectfully informs the Staff that prior to inclusion of this adjustment, the Company received many questions from analysts and investors regarding the Company’s expected tax rate, and the impact of discrete tax items on results and forecasts. Since the Company began including this measure, management has received fewer inquiries in this area and believes the reduction is attributable to the provision of this information in the Company’s earnings release.

We hope this response letter has addressed all of the Staff’s comments. Should you have additional questions regarding the information contained herein, we would be pleased to discuss them with you.

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Your response to our comment number 1 states that you view the non-GAAP tax rate as an appropriate and meaningful supplemental measure that provides investors a complete perspective of an annual tax rate. Please clarify this statement as Adjusted Income Tax Expense from Continuing Operations appears to equal or approximate your statutory tax rate, but based on the disclosure in your Form 10-K for the year ended

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September 30, 2022, your effective tax rate in recent years has differed from the statutory tax rate.

The Company respectfully informs the staff that in the past two fiscal years, the Adjusted Income Tax Expense from Continuing Operations has approximated the statutory tax rate coincidentally.

By way of background, the starting point for Adjusted Income Tax Expense from Continuing Operations is our US GAAP tax expense.

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The current and deferred tax impacts of As Adjusted book items are then calculated and adjusted appropriately in conjunction with their pre-tax book item counterparts to arrive at Adjusted Income Tax Expense from Continuing Operations.

Jacobs Solutions Inc.

Adjustments to Adjusted Income Tax Expense from Continuing Operations that are made on an interim basis, but do not have an impact on the annual effective tax rate, are described in the example provided in response #2 below.

Occasionally, there are unusual and non-recurring income tax-specific items unrelated to the regular operations of the business that are also adjusted to arrive at the final annual Adjusted Income Tax Expense from Continuing Operations. In recent years, some examples include:

1.removing tax benefit related to the impact on the carrying value of the Company’s deferred tax assets/liabilities caused by statutory rate change in the United States due to the Tax Cuts and Jobs Act in FY18 (these items are referred to as the “Statutory Rate Change Amendments”);

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In response to our comment number 1, you explain that applying the anticipated annual tax rate to each quarterly period provides investors with important information that allows investors to assess trends in your underlying business performance when discrete tax events may otherwise significantly impact your quarterly performance.

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Please clarify this statement as it appears that discrete tax events could similarly impact an annual period. Also, as Adjusted Income Tax Expense from Continuing Operations relates to an interim period, tell us how you considered Question 102.11 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures which states that non-GAAP performance measures should include current and deferred income tax expense commensurate with the non-GAAP measure of profitability.

removing tax expense related to the impact on the carrying value of the Company’s deferred tax assets/liabilities caused by statutory rate change in the United Kingdom in FY21; Read in the reply ↗

We have considered your responses to our prior comments 1 and 2 and the information provided on our October 20, 2023 call with you. Based on the information provided, the presentation of the Other Income Tax Adjustments line item changes the recognition and measurement principles required by GAAP and results in non-GAAP measure that is inconsistent with Rule 100(b) of Regulation G and Question 100.04 of the

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Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. As such, please remove this adjustment from your future non-GAAP presentations.

The Company respectfully acknowledges the Staff’s comment. Based on the Company’s discussions with the Staff, the Company believes that the Staff’s concern related to certain adjustments encompassed in the Company’s “Other Income Tax Adjustments” line item (generally, those adjustments contained within this line item that are for the purpose of presenting the Company’s expected annual non-GAAP effective tax rate to facilitate a more meaningful evaluation of the Company’s current operating performance and the comparisons to the Company’s operating performance in other periods), but not to

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others (for example, the revaluation of deferred tax assets and liabilities resulting from statutory tax rate changes). The Company will reach out to the Staff for further clarification on that matter to confirm our understanding.

The Company respectfully informs the Staff that it will revise the relevant adjustments from all future non-GAAP presentations beginning in the first fiscal quarter of 2024. The Company also respectfully informs the Staff that the Company has a pre-announced earnings release date of tomorrow, November 21st. The Company intends to inform shareholders in tomorrow’s earnings release and investor presentation that commencing with our first fiscal quarter of 2024, we will be revising the adjustments we make to adjusted net earnings from continuing operations and adjusted EPS. The Company further respectfully informs the Staff that, in light of the timing of our receipt of your most recent comment letter in relation to the Company’s previously scheduled earnings release, the need for clarification described above, and the near completion of the Company’s processes and procedures for the fourth fiscal quarter and full fiscal year 2023 earnings, the Company is unable to make these changes in the related earnings materials prior to tomorrow morning’s earnings announcement.

We hope this response letter has addressed all of the Staff’s comments. We respectfully request a teleconference with the Staff at your convenience to fully understand the Staff's position so that we may implement appropriate changes in the first quarter of our 2024 fiscal year. Should you have additional questions regarding the information contained herein, we would also be pleased to discuss them with you.

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Significant Accounting Policies Contractual Guarantees, Litigation, Investigations and Insurance, page F-13 1. With reference to ASC 460-10-30 and, if material, please disclose your accounting for guarantees. Expand your disclosure herein or Note 15 to provide all the disclosures required by ASC 460-10-50-2 through 4, including the maximum potential amount of future payments as required by ASC 460-10-50-4b. 5.

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Business Combinations, page F-20 2. We note that the CH2M purchase price allocation includes approximately $385.3 million related to provisional estimates related to various legal and other pre-acquisition contingent liabilities accounted for under ASC 450. It appears that $364.4 million of this amount appears to relates to measurement period adjustments made in the fourth quarter of fiscal 2018. Please tell and expand your disclosures to discuss the facts and circumstances that lead to this adjustment. In this regard, we note that the disclosures surrounding CH2M's contingencies that were provided in the period of acquisition are essentially the same as your current disclosures in Note 15, including your conclusion that these contingencies are not expected to be material. Finally, to the extent known, please explain why CH2M did not appear to have an accrual recorded related to these contingencies as of the acquisition date. 13. Income Taxes, page F-37

With respect to the accounting for guarantees in accordance with ASC 460-10-30, the Company currently discloses the following within Note 2 on page F-13:

“Contractual Guarantees, Litigation, Investigations and Insurance - In the normal course of business we are subject to certain contractual guarantees and litigation.

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We record in the Consolidated Balance Sheets amounts representing our estimated liability relating to such guarantees, litigation and insurance claims.”

In connection with the above, in future filings, we will expand our disclosure to add the following:

On page F-13:

“Guarantees are accounted for in accordance with ASC 460-10, Guarantees, at fair value at the inception of the guarantee.”

In Note 15:

Jacobs Engineering Group Inc.

1999 Bryan Street, Suite 1200

Dallas, TX 75201

(214) 583-8500

“The Company assessed its performance guarantee obligations as of the end of the period in accordance with ASC 460, Guarantees, and the carrying values of the liabilities were not material.”

With respect to our disclosures regarding guarantees in accordance with ASC 460-10-50-2 through 4, as updated within Note 18 on page 32 of our 2019 second fiscal quarter Form 10-Q, we disclose the following (certain unrelated text has been omitted for ease of reference):

“In the normal course of business, we make contractual commitments some of which are supported by separate guarantees; and on occasion we are a party in a litigation or arbitration proceeding. […] 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 Consolidated Balance Sheets include amounts representing our probable estimated liability relating to such claims, guarantees, litigation, audits and investigations.

The Company believes, after consultation with counsel, that such guarantees, litigation, U.S. government contract-related audits, investigations and claims and income tax audits and investigations should not have a material adverse effect on our consolidated financial statements, beyond amounts currently accrued.”

Within Note 14 on page F-41, we disclose the following:

“At September 28, 2018, the Company had issued and outstanding approximately $446.6 million in LOCs and $870.3 million in surety bonds. Of the outstanding LOC amount, $2.5 million has been issued under the Revolving Credit Facility and $444.1 million are issued under separate, committed and uncommitted letter-of-credit facilities.”

Within Note 6 on page F-9, we disclose the following under “Joint Ventures and VIEs”:

“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.”

The Company’s material guarantee arrangements that fall within the ASC 460-10-50 disclosure requirements include surety bonds, standby letters of credit, and guarantees of the performance of our joint venture partners relating to the completion of projects. The maximum potential amount of future payments for surety bonds and standby letters of credit are discussed within the disclosures on page F-41. With respect to guarantees of the performance of our joint venture partners relating to the completion of projects, our disclosures on F-9 referred to above describe our joint and several liability and potential risk of loss for the projects. Additionally, Note 7- Joint Ventures and VIEs, provides additional disclosures about our unconsolidated joint ventures, such as disclosure of summarized financial information related to joint ventures accounted for under the equity method.

In connection with the above, we will also expand our disclosures in future filings to add the following to Note 7:

“The maximum potential amount of future payments that the Company could be required to make under outstanding performance guarantees related to joint venture projects generally represents the remaining cost of work to be performed by or on behalf of third parties under the related contracts.”

5. Business Combinations, page F-20

2. We note that the CH2M purchase price allocation includes approximately $385.3 million related to provisional estimates related to various legal and other pre-acquisition contingent liabilities accounted for under ASC 450. It appears that $364.4 million of this amount appears to relates to measurement period adjustments made in the fourth quarter of fiscal 2018. Please tell and expand your disclosures to discuss the facts and circumstances that lead to this adjustment. In this regard, we note that the disclosures surrounding CH2M's contingencies that were provided in the period of acquisition are essentially the same as your current disclosures in Note 15, including your conclusion that these contingencies are not expected to be material. Finally, to the extent known, please explain why CH2M did not appear to have an accrual recorded related to these contingencies as of the acquisition date.

RESPONSE:

Our preliminary purchase price allocation for the CH2M acquisition and related disclosures were updated during each quarterly period in fiscal 2018 in our Form 10-Q filings. With respect to the reference to $364.4 million above, our disclosure of this amount in Note 5 actually relates to cumulative changes in estimates since first quarter fiscal 2018 throughout each of our second quarter, third quarter and fourth quarter periods of fiscal 2018 in connection with measurement period adjustments to accrued liabilities and other deferred liabilities. This change in estimate related primarily to the CH2M contingency associated with the JKC dispute disclosed in Note 15 and was recognized based on additional information obtained during fourth quarter 2018 associated with circumstances that existed as of the acquisition date. Throughout the ASC 805 measurement period related to purchase accounting for the CH2M acquisition, management updated provisional estimates reflected in the purchase price allocation as additional information became available associated with circumstances that existed as of the acquisition date which impacted our estimates, including estimates for pre-acquisition liabilities assumed related to various legal and other pre-acquisition contingent liabilities. Examples of additional information that became available during the measurement period, including the fourth quarter of fiscal 2018, include: results of preliminary mediation discussions, recommendations from external advisors and claims for damages filed against Jacobs related to pre-acquisition contingencies. We will revise our future filings to disclose these types of developments in our business combination disclosures.

Regarding disclosures in Note 15 related to CH2M contingencies, we have revised our disclosures in our most recent Form 10-Q filing dated May 7, 2019 (Note 18) and will continue to include the updated disclosures in future filings as appropriate. Specifically, our revised disclosures have been updated to clarify that contingencies are not expected to be material beyond amounts currently accrued in our financial statements.

With respect to the Company’s consolidated financial statements:

“The Company believes, after consultation with counsel, that such guarantees, litigation, U.S. government contract-related audits, investigations and claims and income tax audits and investigations should not have a material adverse effect on our consolidated financial statements, beyond amounts currently accrued.”

With respect to the specific CH2M contingency related to the JKC matter:

“In 2012, CH2M HILL Australia Pty Limited, a subsidiary of CH2M, entered into a 50/50 integrated joint venture with Australian construction contractor UGL Infrastructure Pty Limited. The joint venture entered into a Consortium Agreement with General Electric and GE Electrical International Inc. The Consortium was awarded a subcontract by JKC Australia LNG Pty Limited for the engineering, procurement, construction and commissioning of a 360 MW Combined Cycle Power Plant for INPEX Operations Australia Pty Limited at Blaydin Point, Darwin, NT, Australia. In January 2017, the Consortium terminated the Subcontract because of JKC’s repudiatory breach and demobilized from the work site. JKC claimed the

Consortium abandoned the work and itself purported to terminate the Subcontract. The Consortium and JKC are now in dispute over the termination. In August 2017, the Consortium filed an International Chamber of Commerce arbitration against JKC for compensatory damages in the amount of $ 665.5 million for repudiatory breach or, in the alternative, seeking damages for unresolved contract claims and change orders. JKC has provided a preliminary estimate of the monetary value of its claims in excess of $ 1.7 billion and has drawn on bonds. This draw on bonds does not impact the Company's ultimate liability. A decision in this matter is not expected before 2020. If the Consortium is found liable for the full amount, this matter could have a material adverse effect on the Company’s business, financial condition, results of operations and /or cash flows, particularly in the short term. However, the Consortium has denied liability and is vigorously defending these claims and pursuing its affirmative claims against JKC, and based on the information currently available, the Company does not expect the resolution of this matter to have a material adverse effect on the Company’s results of operations in excess of the current reserve for this matter. See Note 5- Business Combinations for further information relating to CH2M contingencies.”

Finally, we note that CH2M had provided disclosures for this matter in its historical SEC filings prior to the acquisition. As noted above, since the acquisition date, additional information became available associated with circumstances that existed as of the acquisition date which resulted in a change in estimate on the accrual related to the JKC matter. The updated estimate of the contingency of $364.4 million is included within the amount disclosed of $385.3 million in Note 5 in our fiscal 2018 Form 10-K for provisional estimates related to various legal and other pre-acquisition contingent liabilities accounted for under ASC 450 in connection with CH2M purchase accounting.

13. Income Taxes, page F-37

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We note that your valuation allowance increased $206.8 million from September 29, 2017 to September 28, 2018, of which $104.2 million related to certain foreign tax credits and resulted in an increase to your provision for income taxes. Please explain the remaining $102.6 million increase to your valuation allowance and how that increase was reflected in your financial statements.

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In addition, please explain why your acquisition of CH2M impacted your unrecognized tax benefits rather than your deferred tax assets and liabilities. Furthermore, please reconcile your $179.1 million unrecognized tax benefits as of September 28, 2108 as presented in your tabular presentation to your textual disclosure which indicates that your gross unrecognized tax benefits was $76.7 million. To the extent that this $102.4 million difference relates to the change in your valuation allowance, please explain your accounting. Please provide the authoritative literature you relied on.

Regarding the first item, the remaining $102.6 million increase to our valuation allowance in fiscal year 2018 was a result of the following items:

•

Additional valuation allowances of $176.9 million as part of the acquisition of CH2M Hill that had no effective tax rate impact due to purchase accounting;

A decrease of valuation allowance of $28.5 million on historical net operating losses of a French company divested in September 2018 that had no impact on the effective tax rate;

A write-off of $34.9 million of foreign tax credits and related valuation allowances to account for the

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impacts of tax reform that had no overall impact to the effective tax rate and not disclosed individually on the effective rate reconciliation;

A decrease to the valuation allowance of $5.8 million with a corresponding increase to Other Comprehensive Income for the current year impact of changes to pension liabilities; and

A decrease of $5.1 million to account for the benefit from foreign valuation allowance releases as disclosed in the rate reconciliation on page F-39.

Additionally, the acquisition of CH2M Hill impacted both our deferred tax assets and liabilities and our unrecognized tax benefits. Jacobs recognized deferred tax assets and deferred tax liabilities arising from the assets acquired and the liabilities assumed in the CH2M Hill business combination and accounted for the tax effects of temporary differences, carryforwards, and any income tax uncertainties of the CH2M Hill that existed as of the acquisition date per ASC 805-740-25-2.

In future filings, we will expand our disclosures to quantify the components of material changes in the valuation allowance.

Regarding the second item, the $179.1 million presented in our tabular presentation as of September 28, 2018 represents our total gross unrecognized tax benefits, regardless of whether amounts would affect the Company’s effective income tax rate, if recognized. The $76.7 million in our textual disclosure represents the ASC 740-10 liability recorded in the financial statements for our unrecognized tax benefits as of September 28, 2018 which, if recognized, would affect the Company’s effective income tax rate. The difference of $102.4 million is a result of netting of the unrecognized tax benefit with net operating losses available as of the reporting date in accordance with ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The unrecognized tax benefits are presented in the financial statements as a reduction to the deferred tax asset related to the net operating loss carryforwards due to the fact the applicable jurisdictions would require the use of the net operating losses available to settle any additional income taxes that would result from the disallowance of the tax position.

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We hope this response has addressed all of Staff’s comments. Should you have additional questions regarding the information contained herein, we would be pleased to discuss them with you.

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Significant Accounting Polices Contractual Guarantees, Litigation, Investigations and Insurance, page F-13 1. You indicate in your response to prior comment one from our letter dated May 1, 2019 that the maximum potential amount of future payments the Company could be required to make under outstanding performance guarantees related to joint venture projects generally represents the remaining cost of work to be

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performed by or on behalf of third parties under the related contracts. Please quantify this amount or disclose the reasons why you cannot estimate this amount. Refer to ASC 460-10-50-4b.

In our previous response letter dated June 12, 2019, we had indicated to the Staff that we would provide additional disclosure language regarding the nature of the Company’s estimated maximum potential amount of future payments under performance guarantees related to our joint ventures, as shown below:

“The maximum potential amount of future payments that the Company could be required to make under outstanding performance guarantees related to joint venture projects generally represents the remaining cost of work to be performed by or on behalf of third parties under the related

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contracts.”

After further consideration and analysis, we believe the amount is not reasonably estimable. While it remains generally true that the amount represents the remaining cost of work to be performed by or on behalf of third parties under the relevant contract, a number of factors make the estimation of that cost of work impracticable. The Company has greater than 150 joint ventures at any given time, in various stages of completion and each arrangement is inherently unique. In the event a joint venture partner of the Company were to default with respect to its obligations under the relevant contract, the Company could seek to perform the work itself or to secure a substitute service provider. A substantial majority of the joint ventures' arrangements with customers are cost reimbursable in nature, so additional work required to be performed on behalf of joint venture partners would in many cases be recovered through customer billings. This creates further uncertainty in estimating the maximum

Jacobs Engineering Group Inc.

1999 Bryan Street, Suite 1200

Dallas, TX 75201

(214) 583-8500 payment amounts the Company would be exposed to as a result of the performance guarantees. In either case, the cost to complete the contract would depend on, among other things:

• the relative availability or scarcity of resources at the time, the nature of those resources and related procurement and ramp-up costs;

the likely delay in performance caused by the default, the length of that delay and any related contractual penalties or similar contractual remedies;

the location of the customer or the subject matter of the relevant contract and the application of foreign law or legal principles to the remedies available under the contract with the customer; and the terms and conditions of the relevant contract including any contractual limitations on the guarantee.

Regarding the last point, while certain of the Company’s guarantees contain contractual ceilings on the Company's liability, those ceilings may not be applicable depending on, among other things, the nature of the event triggering the liability or the nature of the alleged damages to the customer. In light of all the above, the Company believes any disclosure of maximum potential amount would not be meaningful and would be potentially misleading.

In addition, for certain of the Company’s joint ventures, the Company and/or the joint venture have delivered a letter of credit or a surety bond in favor of the joint venture’s client. The aggregate amount of the Company’s outstanding letters of credit and surety bonds, including with respect to joint ventures, is disclosed on page F-42 (Note 14 - Commitments and Contingencies and Derivative Financial Instruments) of the Form 10-K and on page 32 (Note 18 - Commitments and Contingencies) of our most recent Form 10-Q for the fiscal quarter ended March 29, 2019. Although such letters of credit and surety bonds may be used to satisfy a portion of the Company’s liabilities in connection with the joint venture, the Company does not believe the amount of such letters of credit and surety bonds approximate the maximum liability of the Company under its performance guarantees for such joint ventures.

Therefore, the Company will clarify its disclosures in future filings to indicate that the Company is unable to estimate the maximum potential amount and provide a brief description of the reasons it is unable to do so.

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We hope this response has addressed the Staff’s comment. Should you have additional questions regarding the information contained herein, we would be pleased to discuss them with you.

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It appears that shareholder approval is assured for this transaction in light of the voting agreement in place with Apollo whereby they have agreed to vote all of their preferred shares in favor of the transaction. Please tell us what impact the voting agreement has on your ability to conduct this transaction on a registered basis.

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Please refer to Question 239.13 of our Securities Act Sections Compliance and Disclosure Interpretations.

In response to the Staff’s comment, we respectfully inform the Staff that shareholder approval for the Merger is not assured by virtue of the Voting Agreement in place with Apollo. As noted on pages 17 and 89 of Amendment No. 1, the CH2M Merger Proposal will be approved if a majority in voting power of the shares of CH2M Common Stock and CH2M Preferred Stock entitled to vote on such matter, voting together as a single class on an as-converted basis, vote in favor of the CH2M Merger Proposal.

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As of October 17, 2017, Apollo holds the right to vote less than 20% of the total number of outstanding shares of CH2M voting stock (calculated on an as-converted basis). The percentage of total shares Apollo has the right to vote at the CH2M Special Meeting will be included on pages 17 and 89 of the definitive proxy statement/prospectus once the Record Date has been set and the percentage is determined as of such date.

Further in response to the Staff’s comment, we respectfully inform the Staff that this registration of offers and sales should not be objected to by the Staff pursuant to Question 239.13, because the Voting Agreement was signed in the circumstances listed in Question 239.13: (1) Apollo is a holder of 5% or more of the voting equity securities of CH2M; (2) Apollo owns less than 100% of the voting equity of CH2M (as discussed above, Apollo does not hold a sufficient number of shares of CH2M to approve the Merger on its own); and (3) votes will be solicited from CH2M stockholders who have not signed a voting agreement and would be ineligible to purchase the securities being registered in a private offering.

In addition, Apollo has not delivered any written consent in connection with the CH2M Merger Proposal, and no such written consent will be solicited from Apollo in connection with the CH2M Merger Proposal. Rather, pursuant to the contractual protective provisions set forth in the Certificate of Designation of CH2M’s Series A Preferred Stock (the “Certificate of

Designation”), Apollo is entitled to approve CH2M’s entry into certain merger agreements, including the Merger Agreement, in addition to its right to participate in any stockholder vote under applicable law related thereto. As a result, Apollo remains entitled to vote on the CH2M Merger Proposal together with holders of CH2M Common Stock at the CH2M Special Meeting pursuant to Section 251 of the DGCL as well as the Certificate of Designation (which is a separate and distinct requirement from the approval requirement under the Certificate of Designation with respect to CH2M’s entry into the Merger Agreement).

In response to the Staff’s comment, we have revised the disclosures in the Registration Statement to clarify the distinction between

Apollo’s contractual right to approve entry into the Merger Agreement pursuant to the Certificate of Designation as opposed to Apollo’s right to vote its shares of CH2M Preferred Stock at the CH2M Special Meeting. Please see pages 7, 52 and 153 of Amendment No. 1.

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Please revise disclosure throughout, including in your Questions and Answers section, in the Interests of CH2M’s Directors and Officers in the Merger sections on pages 18 and 175, and in the Change of Control Agreements section beginning on page 177, to indicate whether you anticipate current CH2M named executive officers will continue employment with Jacobs after consummation of the merger.

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Unaudited Pro Forma Condensed Combined Financial Information, page 57 1. Description of the Merger, page 62

In response to the Staff’s comment, we have revised the disclosures in the Registration Statement to reflect additional detail regarding the anticipated retention of current CH2M named executive officers after the consummation of the Merger. Please see pages

10, 18, 184 and 186 of Amendment No. 1. Read in the reply ↗

Please address any accounting implication of your Series A Preferred Stocked deemed to be converted into shares of CH2M immediately prior to the effective time of the Merger.

In response to the Staff’s comment, we have revised Note 1 and Note 7(k) to the Unaudited Pro Forma Condensed Combined Financial Information in the Registration Statement to further clarify the accounting implication of the deemed conversion of the shares of

Series A Preferred Stock of CH2M (the “CH2M Preferred Stock”). Please see pages 63 and 71 of Amendment No. 1. Read in the reply ↗

Please address the need to reflect the pro forma impact related to the compensation that will or may become payable under the CH2M Golden Parachute Proposal. Refer to Rule 11-01(a)(8) of Regulation S-X.

In response to the Staff’s comment, we have revised the disclosure in Note 7 and Note 8 to the Unaudited Pro Forma Condensed Combined Financial Information in the Registration Statement to clarify the items discussed below. Please see pages 68-75 of Amendment

No. 1.

Jacobs respectfully advises the Staff that it considered the guidance in Rule

11-01(a)(8) of Regulation S-X in evaluating amounts payable under the CH2M Golden Parachute Proposal, along with other contingent one-time payments to executives of CH2M under CH2M’s Change of Control Agreements.

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Estimated payments under the CH2M Golden Parachute Proposal and CH2M’s Change of Control Agreements to those executives to whom payments under the respective agreements are deemed to be probable have been included in the pro forma balance sheet as either (i) Merger Consideration to the extent such amounts have been determined to relate to pre-combination service periods, or (ii) as post-combination compensation expense for the remainder, which are reported as an adjustment to cash and retained earnings. Alternatively, pro forma adjustments to the unaudited pro forma condensed combined statements of earnings associated with these agreements are only included to the extent that they are expected to have a continuing impact on the registrant’s results of operations.

Jacobs considered the guidance in FASB ASC

805-10-55-24 to determine which payments should be accounted for as part of consideration transferred and which portion should be accounted for as post-combination compensation expense and to what extent the amounts should be reflected in the pro forma financial information presented. Such payments under the CH2M Golden Parachute Proposal and CH2M’s Change of Control

Agreements comprise cash for base salary and bonus severance, Annual Incentive Plan bonus and retirement plan contributions, as well as the acceleration of outstanding single trigger and double trigger equity awards, as further described below.

Cash payments for base salary and bonus severance, Annual Incentive Plan bonus and retirement plan contributions

Jacobs performed an analysis of the one-time cash payments for salary, Annual Incentive Plan bonus and retirement vesting and benefits and determined that such payments should be reflected as post-combination compensation expense. Consequently, payments to those executives to whom payments under the respective agreements are deemed to be probable have been included in the Unaudited Pro Forma Condensed Combined Balance Sheet as an adjustment to cash and retained earnings to the extent that such amounts will be paid upon closing of the Merger and do not relate to pre-combination service periods. No pro forma adjustments to the Unaudited Pro Forma Condensed Combined Statements of Earnings have been included for these payments, as they were determined to have no continuing impact on the registrant’s results of operations.

Single trigger equity awards

Payments related to single trigger equity awards consisting of value based Long-Term Incentive Plan awards and certain equity instruments

(primarily stock options) have been determined to be a component of consideration transferred in the Unaudited Pro Forma Condensed Combined Balance Sheet, as pursuant to the terms of their respective underlying agreements, they will be accelerated and redeemed upon a change of control, with no pro forma adjustments to the Unaudited Pro Forma Condensed Combined Statements of Earnings, as they were determined to have no continuing impact on the registrant’s results of operations.

Double trigger equity awards

Payments related to double trigger equity awards that will be redeemed or replaced pursuant to the Merger Agreement have been reflected in the

Unaudited Pro Forma Condensed Combined Balance Sheet as (i) consideration transferred to the extent such amounts have been determined to relate to pre-combination service periods, and (ii) as an adjustment to cash and retained earnings for the remainder, which are treated as a charge to post-combination compensation expense. Pro forma adjustments to the Unaudited Pro Forma Condensed Combined Statements of Earnings have been included only in relation to replacement awards issued, which have been determined to have a continuing impact on the registrant’s results of operations.

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With reference to your disclosures on page 18, please address the need to reflect the pro forma impact of the Merger Agreement’s effect on CH2M’s Change of Control Agreements, Annual Incentive Plan and Long-Term Incentive Plan. Refer to Rule 11- 01(a)(8) of Regulation S-X. 3. Basis of Presentation, page 63

In response to the Staff’s comment, Jacobs has revised the disclosures in Note 7 and Note 8 to the Unaudited Pro Forma Condensed Combined Financial Information in the Registration Statement to clarify the items discussed below. Please see pages 68-75 of

Amendment No. 1.

Jacobs considered the guidance in Rule 11-01(a)(8) of Regulation S-X in evaluating amounts payable under CH2M’s Change of Control Agreements, Annual Incentive Plan and Long-Term Incentive Plan.

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Estimated payments under the CH2M’s Change of Control Agreements, Annual

Incentive Plan and Long-Term Incentive Plan to those executives to whom payments are deemed to be probable have been included in the Unaudited Pro Forma Condensed Combined Balance Sheet as either (i) Merger Consideration to the extent such amounts have been determined to relate to pre-combination service periods, or (ii) as post-combination compensation expense for the remainder, which are reported as an adjustment to cash and retained earnings. Further, only the pro forma impact of replacement awards that have an ongoing impact to the registrant’s results of operations were included as pro forma adjustments to the Unaudited Pro Forma Condensed Combined Statements of

Earnings. Please refer to Jacobs’ response to Comment 4 above for further discussion and analysis provided for each of these items.

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You disclosed that you have identified a policy difference between you and CH2M related to investments in certain of the two companies’ respective unconsolidated joint venture entities. You indicate that the impact of aligning CH2M’s policy related to such entities with respect to the unaudited pro forma condensed combined financial information requires a detailed analysis of the facts and circumstances of each

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entity. You disclose that the analysis is in progress and has not been completed. Please tell us the status of your analysis and disclose whether you believe that this policy difference will have a material impact on your pro forma financial information. 5. Deconsolidation of Chalk River Joint Venture, page 64

In response to the Staff’s comment, Jacobs has revised the disclosures in Note 3 to the Unaudited Pro Forma Condensed Combined Financial

Information in the Registration Statement to clarify the items discussed below. Please see page 65 of Amendment No. 1.

Jacobs and

CH2M are currently performing the analysis of the full impact of adopting Jacobs’ policy for accounting for certain equity method investments that meet the guidance in ASC 810-10-45-14 in CH2M’s financial statements.

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This process will be completed following the closing of the Merger when Jacobs has full access to the joint venture agreements and accounting records of CH2M.

The change in policy is expected to result only in adjustments to reflect the proportionate consolidation of certain CH2M joint ventures previously accounted for on an equity basis and will consist of reclassifications of equity method investments and earnings to their respective balance sheet and income statement accounts, with no expected impact to net income or total equity. As such, Jacobs does not believe there will be a material impact to Jacobs’ pro forma financial statements.

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You indicate that CH2M believes that it “may” no longer be the primary beneficiary of the Chalk River Joint Venture, and it “expects” to deconsolidate the joint venture from its consolidated financial statements. Please tell us, and expand your disclosures to clarify, how you determined that it is appropriate to deconsolidate this joint venture in your pro forma financial information.

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In this regard, confirm that you believe that it is probable that you will deconsolidate the joint venture. Refer to Rule 11-01(b)(8). 6. Calculation of Merger Consideration and Preliminary Purchase Price Allocation, page 64

In response to the Staff’s comment, we have revised the disclosures in Note 5 to the Unaudited Pro Forma Condensed Combined Financial Information in the Registration Statement to clarify that CH2M has concluded they no longer control the Chalk River joint venture, and as such, will deconsolidate the entity, effective with their third quarter 2017 financial statements.

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Because this joint venture will be deconsolidated, Jacobs has determined that it is appropriate to include the deconsolidation in the pro forma financial information in order to allow the reader to take into account the impact of the deconsolidation when reviewing the pro forma financial information. Please see page 65 of Amendment No. 1.

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Please separately disclose the number of CH2M common and preferred shares used to determine the estimated cash paid.

In response to the Staff’s comment, we have revised Note 6(3) to the Unaudited Pro Forma Condensed Combined Financial Information in the Registration Statement to separately disclose the number of shares of CH2M Common Stock and CH2M Preferred Stock used to determine the estimated cash paid in connection with the Merger Consideration. Please see pages 66 and 67 of Amendment No. 1. Read in the reply ↗

Please disclose how you derived the amount related to the estimated cash paid for settlement of CH2M’s other equity awards of $97,890. Please revise your disclosure to specifically address how these amounts were calculated.

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Ensure you fully explain the nature of the vesting terms of the equity awards such that a portion of the cash payment represents consideration transferred, while a portion represents compensation expense. 8. Notes to Unaudited Pro Forma Condensed Combined Statements of Earnings, page 69

In response to the Staff’s comment, we have revised Note 6 to the Unaudited Pro Forma Condensed Combined Financial Information in the

Registration Statement to clarify how the amount related to the estimated cash paid for settlement of CH2M’s other equity awards of $97,890 was derived. Please see pages 66 and 67 of Amendment No. 1. Read in the reply ↗

With reference to the treatment of CH2M Equity Awards discussed in the headnotes to your pro formas, please separately address the accounting related to changes to the underlying terms of each material equity award outstanding as a result of the Merger.

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In this regard, in note (c), you indicate that additional pro forma stock-based compensation expense of $3.6 million and $8.7 million were recognized for the nine months ended June 30, 2017 and the year ended September 30, 2016, respectively. Please disclose how you calculated these amounts. Please specifically address why the expense for the ninemonth period ended June 30, 2017 is significantly less than the amount for the year ended September 30, 2016.

In response to the Staff’s comment, we have revised Note 8(c) to the Unaudited Pro Forma Condensed Combined Financial Information in the Registration Statement to (i) provide a description of the accounting related to changes to the underlying terms of each material equity award outstanding as a result of the Merger, (ii) explain the components of the $3.6 million and $8.7 million of additional pro forma stock-based compensation expense and how these amounts were calculated, and

(iii) explain the drivers of the significantly lower expenses in June 30, 2017 as compared to September 30, 2016.

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Please see pages 72 and 73 of Amendment No. 1.

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In note (e), please disclose how you determined the interest expense on anticipated borrowings. Please specifically indicate whether you used the current rate or committed rate in your calculation. Please clarify how you determined that the rate used was reasonable.

In response to the Staff’s comment, we have revised Note 8(e) to the Unaudited Pro Forma Condensed Combined Financial Information in the

Registration Statement to describe that the calculation of pro forma interest expense on anticipated borrowings was based on an available rate of 2.8% under Jacobs’ credit agreements as of the pro forma balance sheet date.

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We believe this rate was reasonable as it was derived by adding the pro forma balance sheet date LIBOR (1.3%) to the credit spread set forth under Jacobs’ credit agreements, after considering the expected total leverage of the combined company after giving effect to the Merger. Please see page 74 of Amendment No. 1.

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In note (f), you indicated that you used the blended statutory rate of 32%. Please expand your disclosure to clarify how you determined this income tax rate. 9. Intangible Assets, page 72

In response to the Staff’s comment, we have revised the disclosures in Note 8(f) to the Unaudited Pro Forma Condensed Combined Financial Information in the Registration Statement to clarify that the blended statutory tax rate is reflective of anticipated geographic mix of taxable earnings for the combined company, driven by statutory tax rates in the U.S. partly offset by the inclusion of taxable earnings from non-U.S. jurisdictions with lower tax rates.

Please see page 74 of Amendment No. 1. Read in the reply ↗

With reference to ASC 805-20-55-24, please address the need to separately recognize customer contracts related to CH2M’s long term service contracts, including their engineering and construction contracts. 10. Property, Equipment and Improvements, page 72

In response to the Staff’s comment, we have revised Note 7(e) to the Unaudited Pro Forma Condensed Combined Financial Information in the Registration Statement to further clarify that the purchase price accounting used in the pro forma financial statements is preliminary. Please see page 75 of Amendment No. 1. For the purposes of the pro forma financial information included in the filing, the preliminary purchase price accounting was established based on information available to Jacobs at the time of the preparation of the Registration Statement.

Rest of the answer

Certain information necessary to complete this analysis will not be available to Jacobs until after the closing of the Merger. Subsequent to the closing of the Merger, Jacobs will continue its analysis for determining further fair value adjustments associated with the acquired assets and liabilities of the CH2M business, including, but not limited to CH2M long term service contracts.

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In note 8(b) on page 70, you indicate that further details on the depreciation lives of the property, equipment and improvements expected to be recognized are included in Note 10. Please revise your disclosure to include the expected useful lives of your property, plant and equipment. Please disclose how you determined the depreciation expense used in your pro forma financial information for all periods presented.

In response to the Staff’s comment, we have revised Note 10 to the Unaudited Pro Forma Condensed Combined Financial Information in the Registration Statement to add tabular information disclosing the estimated lives of the acquired property, equipment and improvements of CH2M. We respectfully refer the Staff to Note 8(b) where we disclose that pro forma depreciation expense associated with the fair value of property and equipment is calculated using their useful lives on a straight-line basis using the fair values recorded in the pro forma purchase accounting assumptions, as well as the fair

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value of leasehold improvements being amortized using the straight-line method over the lesser of (i) the estimated useful life of the asset and

(ii) the remaining term of the related lease. We have also added similar language regarding pro forma depreciation expense calculations in Note 10. Please see page 76 of Amendment No. 1.

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Please provide a column showing the percentage of the class of securities so owned calculated in accordance with Instruction 1 to Item 403 of Regulation S-K for each beneficial owner named. See Item 18(a)(5)(ii) of Form S-4 and Item 6(d) of Schedule 14A.

In response to the Staff’s comment, we have revised the disclosure in the Registration Statement to provide a column showing the percentage of the class of securities so owned calculated in accordance with Instruction 1 to Item 403 of Regulation S-K for each beneficial owner named. Please see page 136 of Amendment No. 1. Read in the reply ↗

Please provide greater detail of the terms of the transaction with Apollo, particularly regarding the timeframe for providing liquidity, and the role this may have played in the decision by CH2M’s management and directors in entering the merger agreement.

In response to the Staff’s comment, we have revised the disclosure in the Registration Statement to provide greater detail of the terms of the transaction with Apollo. Please see page 145 of Amendment No. 1. CH2M respectfully advises the Staff that the terms of the agreement with Apollo did not play any meaningful role in the decision by the CH2M board of directors to approve the

Merger Agreement with Jacobs. As the revised disclosure sets forth, CH2M had a five-year timeframe to provide liquidity to Apollo that would not come to pass until June 24, 2020. Read in the reply ↗

Please provide a discussion of the development of the Voting Agreement with Apollo.

In response to the Staff’s comment, we have revised the disclosure in the Registration Statement to provide a discussion of the development of the Voting Agreement with Apollo. Please see pages 150 and 152 of Amendment No. 1. Jacobs respectfully advises the Staff that there were no significant negotiations regarding the terms of the Voting Agreement given the standard nature of such terms.

Rest of the answer

Apollo, through its outside counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, and Latham provided one round of consolidated non-material comments to the Voting Agreement in the timeline specified, which were subsequently accepted by Jacobs.

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Please tell us whether CH2M solicited potential business combination parties outside of the Tier 1 companies.

In response to the Staff’s comment, we have revised the disclosure in the Registration Statement to clarify that CH2M did not solicit potential business combination partners outside of the Tier 1 Companies. Please see page 147 of Amendment No. 1. Read in the reply ↗

Please provide enhanced detail of the material terms of counter proposals and draft merger agreements exchanged between CH2M and Jacobs beginning June 15, 2017 and negotiations of open items occurring thereafter. For instance, please disclose counterproposals for total consideration and any discussions concerning continued employment of CH2M’s executive officers in the combined company. These are only examples.

In response to the Staff’s comment, we have revised the disclosure in the Registration Statement to provide enhanced detail of the material terms of counter proposals and draft merger agreements exchanged between CH2M and Jacobs beginning June 15, 2017 and negotiations of open items occurring thereafter. Please see pages 151 and 152 of Amendment No. 1. Jacobs respectfully advises the Staff that following Jacobs’ bid of $88.08 per share of CH2M Common Stock, the parties did not further negotiate the per share consideration to be paid in the transaction.

Rest of the answer

Rather any further discussions with respect to the consideration focused on the trading price of Jacobs Common Stock which would be utilized to determine the exchange ratio for the stock consideration to be paid in the Merger. Jacobs further respectfully advises the Staff that there were no discussions between the parties regarding continued employment of CH2M directors and executive officers in the combined company prior to the signing of the Merger Agreement.

Read in the reply ↗

Please provide enhanced disclosure of the discussions of the proposed transaction that occurred on July 9, 2017 and July 19, 2017.

In response to the Staff’s comment, we have revised the Registration Statement to provide enhanced disclosure of the discussions that occurred on July 9, 2017 and July 19, 2017. Please see pages 151 and 152 of Amendment No. 1. Read in the reply ↗

You disclose that Credit Suisse and its affiliates in the past “may have provided” investment banking and other financial advice and services to CH2M, Jacobs and their respective affiliates. Please revise to indicate whether Credit Suisse has provided these services in the past. See Item 4(b) of Form S-4 and Item 1015(b)(4) of Regulation M-A.

In response to the Staff’s comment, we have revised the disclosure in the Registration Statement. Please see pages 176 and 177 of

Amendment No. 1. Credit Suisse has confirmed that the revised disclosure describes all material relationships that have existed during the past two years (or mutually understood to be contemplated), and any compensation received or to be received as a result of such relationships in accordance with Item 1015(b)(4) of Regulation M-A. Read in the reply ↗

You estimate the aggregate amount payable to CH2M’s non-employee directors in settlement of their Accelerated Equity Awards is $799,414. Please provide the interest in the merger, by security holdings or otherwise, of each individual director of CH2M Hill Companies LTD. See Item 18(a)(5) of Form S-4 and Item 5(a)(2) of Schedule 14A.

In response to the Staff’s comment, we have revised the disclosure in the Registration Statement to show security holdings of each individual director of CH2M. Please see page 183 of Amendment No. 1. Read in the reply ↗

Please revise the first sentence of the last paragraph of this page to incorporate by reference any documents you file under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date this proxy statement/prospectus was filed and the date of the CH2M Special Meeting. See Item 11(b)(1) of Form S-4. Financial Statements – December 31, 2016 (18) Discontinued Operations, page F-51

In response to the Staff’s comment, we have revised the first sentence of the last paragraph of the section of the Registration Statement entitled “Incorporation of Certain Documents by Reference” to incorporate by reference any documents that we may file from the date of the Proxy Statement/Prospectus and prior to the date of the CH2M Special Meeting. Please see page 243 of Amendment No. 1.

Financial Statements – December 31, 2016

(18) Discontinued Operations, page F-51 Read in the reply ↗

You indicate that in connection with your 2014 Restructuring Plan you elected to exit the fixed-price Power EPC business, which was a stand-alone operating segment. We note, however, that at the time of your 2014 Restructuring Plan, your operations were aggregated into one reportable segment.

Rest of the question

We also note when you reorganized your internal reporting structure effective January 1, 2015, although the EPC Power business sector fell within your IUE operating segment, you presented it as a separate reportable operating segment because you were currently in the process of exiting the fixed-price EPC Power business. Finally, we note that the majority of the financial information presented as discontinued operations related to the Australian fixed-price Power EPC contract the Consortium terminated on January 24, 2017. With reference to ASC 205-20, please explain how you determined that the exit of your fixed-price EPC Power business represented a strategic shift that has (or will have) a major effect on your operations and financial results. In this regard, notwithstanding the fact that this business generated material losses, it appears that at the time you presented this business as a stand-alone operating segment it mainly constituted one contract which did not generate significant revenues.

In response to the Staff’s comment, when CH2M reorganized its internal reporting structure effective January 1, 2015, the fixed-price

Power EPC business fell within CH2M’s IUE business group, but was not included in the IUE reportable operating segment. Under the 2015 internal reporting structure, the financial results of the fixed-price Power EPC business were reported separately to the CODM for purposes of allocating financial and operational resources apart from the rest of the IUE business group, and, as such, it was identified as a separate reportable operating segment as of January 1,

Rest of the answer

2015. In conjunction with the change in the internal reporting structure in 2015, the 2014 and 2013 financial results of the fixed-price Power EPC business, comprising operations and cash flows that were clearly distinguished, operationally and for financial reporting purposes, were recast in 2015 to conform to the 2015 presentation as a stand-alone reportable operating segment. The Power EPC operating segment has remained a stand-alone reportable operating segment since January 1, 2015.

It is also important to note that when CH2M began to implement the 2014 Restructuring Plan in the third quarter of 2014, CH2M determined the restructuring activities, which included the rationalization of certain lines of business, triggered a goodwill and intangible impairment analysis. As part of the impairment analysis, CH2M identified the fixed-price Power EPC business as a separate reporting unit based on the following considerations in accordance with ASC 350-2-35-33 and

-34: (i) whether an operating segment or a component of an operating segment was a business; (ii) whether discrete financial information was available; (iii) whether the financial information was regularly reviewed by management of the operating segment; and, (iv) how the operations were managed or how an acquired entity was integrated in the business operations. Therefore, while at the start of the 2014 Restructuring Plan the fixed-price Power EPC business was not a reportable operating segment, it was identified as a reporting unit and constituted a component of an entity in accordance with the guidance in ASC 205-20-45-1A and -1B.

However, notwithstanding that CH2M determined in 2014 to exit the fixed-price Power EPC business by not pursuing additional contracts or projects in the Power sector, the fixed-price Power EPC business was not considered discontinued operations in accordance with ASC 205-20-45-1B until it met the requirements outlined in ASC 360-10-45-15, which it did in conjunction with the termination of the Australian fixed-price Power EPC contract on January 24, 2017, as the other fixed-price Power EPC contracts had been substantially completed prior to 2017.

In evaluating whether the exit of the fixed-price Power EPC business represented a strategic shift that has (or will have) a major effect on its operations and financial results, CH2M considered the guidance in ASC 205-20-45-1C as well as the Staff’s clarifying comments at the 2015 AICPA National Conference. The Staff’s comments indicated that in making judgments regarding the significance of disposals of components to satisfy the strategic shift criteria entities should consider financial metrics that are prominently presented in the financial statements (e.g., revenue, total assets, and net income) as well as metrics communicated to investors, such as operating metrics that have consistently been used as a measure to communicate operating and financial results. Additionally, the Staff stated that the effect of the disposal relative to an entity’s current, historical, and forecasted results would be indicative of significance as well as the prominence and consistency of the discussion of the disposed component within periodic filings.

For CH2M, the financial metrics that are prominently presented in the financial statements that are also key operating metrics communicated to CH2M’s shareholders, private equity investor, and lenders to communicate CH2M’s financial and operational results include revenues, operating profit, net income and cash flows from operations.

In 2014, CH2M’s loss from operations and net loss attributable to CH2M relating to the fixed-price Power EPC business generated by six projects was $396.9 million and $169.1 million, respectively, as compared to $55.3 million of operating income and $12.4 million net loss attributable to CH2M generated by CH2M’s other operating segments. Additionally, in 2014, CH2M’s net cash provided by operating activities from fixed-price Power EPC business was $213.3 million, as compared to $146.4 million of net cash used in operating activities attributable to CH2M’s other operating segments. Also, revenue related to the fixed-price Power EPC business in 2014 was nearly $200 million, although this amount was not relatively large compared to total revenue generated by CH2M’s other operating segments.

As a result of the determination to exit the fixed-price Power EPC business in 2014, fixed-price Power EPC operations were winding down in 2015, 2016 and 2017 as CH2M worked to complete the contracted fixed-price Power EPC projects. As a result, CH2M’s 2015 operating income and net loss attributable to CH2M related to the fixed-price Power EPC business generated by four projects declined to $6.9 million and $0.6 million, respectively, as compared to $127.9 million of operating income and $81.0 million of net income attributable to CH2M generated by CH2M’s other operating segments, as a result of accounting for the estimated losses on the remaining fixed-price Power EPC projects in 2014. In 2015, CH2M’s net cash used in operating activities from fixed-price Power EPC business was

$148.2 million, as compared to $251.3 million of net cash provided by operating activities attributable to CH2M’s other operating segments. CH2M’s gross revenue in 2015 related to the fixed-price Power EPC business was over

$200 million, although this continued to represent a relatively lower proportion of CH2M’s total revenue.

In 2016, CH2M’s operating loss and net loss attributable to CH2M related to the fixed-price Power EPC business generated by three projects were $290.0 million and $101.8 million, respectively, as compared to $50.0 million of operating income and

$116.9 million of net income attributable to CH2M generated by CH2M’s other operating segments. Further, in 2016, CH2M’s net cash used in operating activities from the fixed-price Power EPC business was $194.5 million, as compared to $51.0 million of net cash used in operating activities attributable to CH2M’s other operating segments. As of the end of December 2016, CH2M had substantially completed its operations in the fixed-price Power EPC business with the exception of the Australian fixed-price Power EPC contract, for which the estimated remaining cost to be recognized had CH2M completed the Australian fixed-price Power EPC contract was in excess of $200 million. CH2M’s gross revenue in

2016 related to the fixed-price Power EPC business declined to $40.3 million as expected with the continued phase out and exit of this business.

Due to the relative magnitude of the results of operations, net income attributable to CH2M, and operating cash flows, these projects and the fixed-price Power EPC business were prominently presented in CH2M’s footnote disclosures and in Managements’ Discussion and Analysis within CH2M’s Form 10-Q’s and 10-K’s. Additionally, the fixed-price Power EPC business was a primary focus of discussions with CH2M’s lenders, private equity investor, and stockholders. The significant cash outlays required to fund the losses generated by the Power EPC operating segment were a significant factor of CH2M’s need to amend its credit agreement, obtain waivers from lenders on restrictive covenants, and limit stockholder redemption requests. As a result,

CH2M’s decision to exit the fixed-price Power EPC business in 2014, and the subsequent completion of the exit of this operating segment in 2017, represents a strategic shift that has major effects on the operating and financial results of CH2M considering all quantitative and qualitative factors. Accordingly, it was deemed that the abandonment of the Power EPC operating segment met the criteria to qualify for discontinued operations treatment under ASC 205-20 in January 2017.

Read in the reply ↗

Please file as exhibits all contracts representing the Change of Control Agreements identified on page 177. See Item 601(b)(10) of Regulation S-K.

In response to the Staff’s comment, we have added as exhibits to the Registration Statement all contracts representing Change of Control

Agreements identified on page 183 of Amendment No. 1. Read in the reply ↗

Please note the financial statement updating requirements of Rule 3-12 of Regulation S- X.

We acknowledge the Staff’s comment and confirm that in subsequent amendments, if any, we will update the financial statements and related disclosure, as necessary, to comply with the requirements of Rule 3-12 of

Regulation S-X. Read in the reply ↗

We note disclosure that CH2M’s Chief Executive Officer, General Counsel, and Chief Financial Officer are anticipated to discontinue employment with Jacobs after consummation of the Merger and that the Merger will constitute a change of control under the Change of Control Agreements.

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Please indicate in your Questions and Answers section beginning on page 1, in the Interests of CH2M’s Directors and Officers in the Merger sections beginning on pages 18 and 181 and in the Change of Control Agreements section beginning on page 183, whether you anticipate the Merger will result in a qualifying termination of employment for CH2M’s named executive officers. Unaudited Pro Forma Condensed Combined Financial Information, page 58 1. Description of the Merger, page 63

In response to the Staff’s comment, we have revised the disclosure in the Registration Statement to indicate that it is anticipated that the Merger will result in a qualifying termination of employment for CH2M’s Chief Executive Officer, Jacqueline C. Hinman, CH2M’s Executive Vice President, General Counsel and Secretary, Thomas M. McCoy, and CH2M’s Executive Vice

President and Chief Financial Officer, Gary L. McArthur, pursuant to their respective Change of Control Agreements with CH2M.

Rest of the answer

We respectfully advise the Staff that no definitive decisions with respect to the future employment of the additional named executive officers have been made. Please see pages 10, 18, 185 and 186 of Amendment No. 2.

Read in the reply ↗

We note your response to comments 4 and 5. You have provided additional explanation of the components of your Golden Parachute Proposal that will or may become payable. Please further expand your pro forma disclosures to specifically disclose how you considered the different components of the proposal and the specific impact on your pro forma financial information.

In response to the Staff’s comment, we have revised the language in Note 1 to the Unaudited Pro Forma Condensed Combined Financial Information on pages 63 and 64 to further expand the pro forma disclosures to specifically disclose how we considered the different components of the Golden Parachute Proposal and their impacts on the pro forma financial information.

Rest of the answer

We also expanded Note 6(4) to the Unaudited Pro Forma Condensed Combined Financial Information to clarify that the amounts in the table include single-trigger payments which are expected to be paid to CH2M’s Chief Executive Officer, Jacqueline C. Hinman, CH2M’s Executive Vice President, General Counsel and Secretary, Thomas M. McCoy, and CH2M’s Executive Vice

President and Chief Financial Officer, Gary L. McArthur, pursuant to their respective Change of Control Agreements with CH2M. We also expanded the disclosure in Note 7(a)(2) to the Unaudited Pro Forma Condensed Combined Financial

Information to further clarify that the change of control payments amounting to $28.04 million include double-trigger cash payments for base salary and bonus severance, Annual Incentive Plan bonus, retirement plan contributions, and double-trigger equity awards which are expected to be paid to the aforementioned named executive officers pursuant to their respective Change of Control Agreements with CH2M. Please see pages 63, 64, 67 and 69 of Amendment No. 2.

Read in the reply ↗

We note your response to comment 16 and your revised disclosure that if CH2M fails to consummate a transaction that provides certain liquidity to stockholders by June 24, 2020, Apollo would be entitled to enhanced quarterly dividends.

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Please also disclose that upon the failure to provide certain liquidity opportunities, Apollo may cause CH2M to initiate a sale process intended to result in the sale of the company, or advise.

In response to the Staff’s comment, we have revised the disclosure in the Registration Statement to disclose that upon the failure to provide certain liquidity opportunities, Apollo may cause CH2M to initiate either an initial public offering process or a sale process intended to result in the sale of CH2M. Please see page 146 of Amendment No. 2. Read in the reply ↗

Please provide disclosure of the circumstances leading to CH2M’s board’s formation of the capital structure transformation committee on February 11, 2016.

In response to the Staff’s comment, we have revised the disclosure in the Registration Statement to note that CH2M’s board’s formation of the capital structure transformation committee on February 11, 2016 was driven by valuation increases of publicly traded companies in CH2M’s industry around such time and consideration of CH2M’s 2015 results of operations and CH2M management’s 2016 annual business plan. Please see page 146 of Amendment No. 2. Read in the reply ↗

We note your response to comment 19, and we reissue the comment. Please disclose the material terms of the June 15, 2017 draft merger agreement and describe throughout the Background of the Merger section how issues were resolved and any material concessions the parties made toward a final agreement.

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For instance, please describe negotiations of the termination fee of $85,444,783.80, the severance payments to be paid to executive officers upon a qualifying termination and the corporate governance structure of the combined company, such as the addition of one of CH2M’s present directors to Jacob’s board of directors. These are only examples.

In response to the Staff’s comment, we have revised the disclosure in the Registration Statement to disclose the material terms of the

June 15, 2017 draft merger agreement and to describe throughout the Background of the Merger section how issues were resolved and any material concessions the parties made toward a final agreement. Please see pages 152, 153, 154 and 155 of

Amendment No. 2. Read in the reply ↗

With reference to ASC 350-20-35-33 through 38, please expand your disclosures to indicate how you determined that your operating segments were your reporting units.

No reply letter found.

Please disclose the percentage by which the fair value of your reporting units exceeded their carrying values as of the date of the most recent test or state that fair value substantially exceeds carrying value. To the extent that any of your reporting units have estimated fair values that were not substantially in excess of its carrying values, and to the extent that goodwill for these reporting units, individually

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or in the aggregate, if impaired, could materially impact your operating results, please provide the following disclosures for each of these reporting units:  The percentage by which fair value exceeds the carrying value as of the mostrecent step-one test;  The amount of goodwill allocated to the reporting unit;  A description of the methods and key assumptions used and how the key assumptions were determined;  A discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide specifics to the extent possible; and  A description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

No reply letter found.

Please expand your discussion of segment operating results to provide more insight into the underlying reasons for changes in revenues and operating profit. Specifically, please discuss revenue changes in your markets underlying each segment and the related impact those changes had on your segment operating profit.

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For example, within your discussion of Petroleum & Chemicals’ operating results please quantify changes in your Oil & Gas and Refining market revenues as well as the related impact on operating profit. Also, within your Aerospace & Technology segment quantify the decrease in Government Services revenue as well as the related impact on operating profit. Financial Statements 5. Restructuring Charges, page F-22

No reply letter found.

Please expand your disclosures to discuss the expected completion date of your 2015 Restructuring. Also, for each major type of cost associated with your restructuring activities, please disclose the total amount expected to be incurred, the amount incurred in the period and the cumulative amount incurred to date as required by ASC 420-10-50- 1.a and 1.b.

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Please also expand your disclosures here or within MD&A to indicate whether the actual results of your 2015 Restructuring were in line with management´s expectations when the 2015 Restructuring activities were initiated. If the anticipated savings were not achieved as expected or are achieved in periods other than as expected, please disclose as such, the reasons for the differences and the likely effects on future operating results and liquidity. Please refer to SAB Topic 5:P.4 for guidance. 10. Income Taxes, page F-32

No reply letter found.

Please more fully explain herein, or in Management’s Discussion and Analysis, the changes in the items that reconcile your statutory tax amount to your consolidated income tax expense. For example, we note that the tax differential on foreign earnings was a $38.8 million tax benefit in 2015 and an $11.3 million tax expense in 2016.

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However, your discussion of the $23.2 million nonrecurring benefit related to foreign currency loss in 2015 does not appear to fully explain the year over year difference. This difference should also be made in light of the fact that your foreign earnings significantly decreased from $146.6 million in 2015 to $80.6 million in 2016. Please also explain all other material changes and ensure that your discussion appropriately identifies the specific reconciling line items impacted by such change. In this regard, you do not indicate where the (i) $11.2 valuation allowance, (ii) $8.7 million benefit recorded upon the filing of a US amended tax return and (iii) $8.9 million expense charge related to the revaluation of deferred tax assets are reflected in the reconciliation. 15. Segment Reporting page F-40

No reply letter found.

We note the disclosure of your four service categories on page 9. Please tell us your consideration of disclosing this information pursuant to the entity-wide disclosure requirements in ASC 280-10-50-40.

No reply letter found.

We note that you award performance-based restricted stock units to each of your named executive officers, for performance based upon a TSR (total shareholder return) goal and either an EPS (earnings per share) growth goal or a net earnings growth goal.

Rest of the question

In future filings, please disclose your actual TSR rank and TSR performance multiplier achieved against the goal, including the TSR performance of the members of your industry peer group, and either the actual EPS growth rate and EPS performance multiplier, or net earnings growth rate and net earnings performance multiplier achieved against the goal, and how the actual awards are calculated. Please consider an illustrative example.

No reply letter found.

Please address the above comments to the extent necessary.

No reply letter found.

We have the following comments on your use of incorrect translation rates for reporting U.S. Dollar value of goodwill held by foreign subsidiaries:  Please tell us the date you determined this error, clarify how this error arose, and identify the periods affected by this error;  Please clarify impact, if any, the correction of this error had on your reported $(287,524) foreign currency translation adjustment for

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the three months ended December 30, 2016;  Provide us with your sufficiently detailed SAB 99 materiality analysis to support how you determined that effected accounts were not quantitatively or qualitatively material to any of the affected periods; and  Tell us how the errors impacted the previous conclusions regarding disclosure controls and procedures and internal control over financial reporting.

No reply letter found.

Please revise future filings to clarify which version, 1992 or 2013, of the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission’s Internal Control — Integrated Framework you utilized when performing your assessment of internal control over financial reporting. Financial Statements 9. Income Taxes, page F-31

The criteria set forth by the

Committee of Sponsoring Organizations of the Treadway Commission’s Internal Control – Integrated Framework that the Company followed in performing its assessment of internal control over financial reporting as of October 2, 2015 was the 2013 Framework, and we will include this information in our future filings with the Commission.

Financial Statements

9. Income Taxes, page F-31 Read in the reply ↗

Based on your income tax footnote disclosures, it appears that there is a significant disparity in the effective tax rates of your domestic and international operations. In this regard, we also note that although your foreign earnings before taxes declined from $253.4 million in 2014 to $146.6 million in 2015, the tax differential on foreign earnings increased from $(8.8million) in 2014 to $(60.1 million) in 2015.

Rest of the question

Please revise your discussion herein or in Management’s Discussion and Analysis to address why your tax differential on foreign earnings increased disproportionately to your decrease in pre-tax foreign earnings. We note your disclosure on page 48 which discusses the reasons for the decline in your effective tax rate, including the $23.1 million tax benefit related to the 2015 Inter-company Debt Refinancing. However, based on the reconciliation you have presented on page F-32, it appears that this discussion should be expanded. If a particular country contributes disproportionately to your income based on significantly lower tax rates, explain the impact such tax structures had on your results. If changes in the geographical mix of income were a significant driver of changes in your effective tax rate, please disclose the facts and circumstances leading to the changes in the geographical mix of income and whether you expect these changes to continue. Refer to Item 303(a)(3)(i) of Regulation S-K and Section III.B of SEC Release No. 33-8350.

The

Company’s consolidated income tax expense decreased significantly in fiscal 2015 when compared to fiscal 2014. The primary reason for the decrease was a reduction in foreign income tax expense.

Although we conduct operations in those geographic areas listed in Note 1 to Notes to Consolidated Financial Statements, the more significant non-U.S. operations include Australia, Canada, India, Ireland, Netherlands, Saudi Arabia, and the United Kingdom.

Rest of the answer

During fiscal 2015, there were no significant changes in the geographical mix of income or tax structures that would have caused a disproportionate year-over-year tax differential.

The $51.3 million change in the effect on our consolidated income tax expense relating to the foreign tax differential in fiscal 2015 when compared to fiscal 2014 was primarily the result of certain discrete tax items described below:

•

A tax deductible foreign currency loss was incurred as part of a 2015 Inter-company Debt Refinancing plan in the Company’s Asia-Pacific operations. The tax benefit as disclosed in the 2015 10-K was

$23.1 million;

The Company had a discrete adjustment relating to certain European deferred tax assets which resulted in a non-recurring tax expense in fiscal year 2014 of $18.3 million; and,

The Company had recorded a valuation allowance against certain European deferred tax assets which resulted in a non-reoccurring tax expense in fiscal year 2014 of $11.7 million.

In describing the decrease in our effective tax rate from fiscal 2014 to fiscal 2015, we disclosed on page 48 of the 2015 Form 10-K, “The

Company’s effective income tax rate for fiscal 2015 declined to 23.5% from 35.1% in fiscal 2014. The decrease was primarily the result of the $23.1 million, or $0.18 per share, tax benefit related to the 2015 Inter-company Debt Refinancing discussed earlier. Also contributing to the decrease in the tax rate when compared to prior year were the benefits realized by other, individually insignificant discrete and non-discrete items realized in the third and fourth quarters of fiscal

2015.”

In our business, discrete items affecting our consolidated tax expense occur frequently and are viewed by us as “ordinary course of business”-type items. The Inter-company Debt Refinancing transaction, however, was unusual and not indicative of the Company’s normal financial performance. Therefore, additional disclosure was provided. We intended the last sentence in the paragraph cited above to address the types of discrete items described in the second and third bullet items listed above, which we view as occurring in the normal course of business.

Nevertheless, we agree with Staff’s comment and will provide a more comprehensive discussion of elements affecting the comparability of the items listed in the rate reconciliation table in the future. Accordingly, please see the revised disclosure in Appendix A that will be included in the Company’s Fiscal 2016 Annual Report on Form 10-K. The Company will make similar disclosures in any interim period where the discrete items described above are present in the comparable period financial statements.

We hope this response has addressed all of Staff’s comments. Should you have additional questions regarding the information contained herein, we would be pleased to discuss them with you.

Read in the reply ↗