JJacobs Solutions

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.

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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.

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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

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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

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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

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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.

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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.

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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.

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Please address the above comments to the extent necessary.

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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.

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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

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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.

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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.

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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.

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