JJacobs Solutions

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 ↗