Jacobs Engineering Group Inc

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________________ FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 2, 2015 Commission File No. 1-7463 __________________________________________________ Jacobs Engineering Group Inc. Delaware 95-4081636 State of incorporation IRS Employer identification number 155 North Lake Avenue Pasadena, California 91101 (626) 578-3500 Address of principal executive offices Telephone number (including area code) Securities registered pursuant to Section 12(b) of the Act: __________________________________________________ Title of Each Class Name of Each Exchange on Which Registered Common Stock, $1 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None __________________________________________________ Indicate by check-mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: ý Yes ¨ No Indicate by check-mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ¨ Yes ý No Indicate by check-mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes ¨ No Indicate by check-mark whether the Registrant: has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). ý Yes - ¨ No Indicate by check-mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý Indicate by check-mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ý Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ Indicate by check-mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act) ¨ Yes ý No There were 122,557,955 shares of common stock outstanding as of November 20, 2015 . The aggregate market value of the Registrant’s common equity held by non-affiliates was approximately $5.6 billion as of March 27, 2015 , based upon the last reported sales price on the New York Stock Exchange on that date. __________________________________________________ DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement to be issued in connection with its 2016 annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Table of Contents JACOBS ENGINEERING GROUP INC. Fiscal 2015 Annual Report on Form 10-K Table of Contents Item Page No. Part I Item 1. Business Page 3 Item 1A. Risk Factors Page 20 Item 1B. Unresolved Staff Comments Page 33 Item 2. Properties Page 33 Item 3. Legal Proceedings Page 34 Item 4. Mine Safety Disclosure Page 34 Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Page 35 Item 6. Selected Financial Data Page 38 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Page 39 Item 7A. Quantitative and Qualitative Disclosures About Market Risk Page 54 Item 8. Financial Statements and Supplementary Data Page 54 Item 9. Changes in and Disagreements With Accountants On Accounting and Financial Disclosure Page 54 Item 9A. Controls and Procedures Page 54 Item 9B. Other Information Page 55 Part III Item 10. Directors, Executive Officers and Corporate Governance Page 56 Item 11. Executive Compensation Page 56 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Page 57 Item 13. Certain Relationships and Related Transactions, and Director Independence Page 57 Item 14. Principal Accounting Fees and Services Page 57 Part IV Item 15. Exhibits and Financial Statement Schedules Page 58 Signatures Page 64 Page 2 Table of Contents PART I FORWARD-LOOKING STATEMENTS In addition to historical information, this Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as "expects," "anticipates," "believes," "seeks," "estimates," "plans," "intends," “future,” “will,” “would,” “could,” “can,” “may,” and similar words are intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Although such statements are based on management’s current estimates and expectations and/or currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause our actual results to differ materially from what may be inferred from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those listed and discussed in Item 1A— Risk Factors below. We undertake no obligation to release publicly any revisions or updates to any forward-looking statements. We encourage you to read carefully the risk factors described herein and in other documents we file from time to time with the United States Securities and Exchange Commission (the "SEC"). Unless the context otherwise requires, all references herein to "Jacobs" or the "Registrant" are to Jacobs Engineering Group Inc. and its predecessors, and references to the "Company", "we", "us" or "our" are to Jacobs Engineering Group Inc. and its consolidated subsidiaries. Item 1. BUSINESS General Background Information We are one of the largest technical professional services firms in the world. We provide a diverse range of technical, professional, and construction services to a large number of industrial, commercial, and governmental clients. We provide four broad categories of services: • Project Services (including engineering, design, architecture, interiors, planning, environmental, and similar services); • Process, Scientific, and Systems Consulting Services (including services performed in connection with scientific testing, analysis, and consulting activities, as well as information technology and systems engineering and integration activities); • Construction Services (encompassing traditional field construction services as well as modular construction consulting capabilities, direct hire construction, and construction management services); and • Operations and Maintenance Services (including services performed in connection with operating large, complex facilities on behalf of clients, as well as services involving process plant and facilities maintenance). We focus our services on clients operating in the following industries and markets: • Oil and gas exploration, production, and refining; • Chemicals and polymers; • Programs for various national governments, including aerospace, defense, and environmental programs; • Buildings (including specialized buildings for clients operating in the fields of healthcare, education, and high technology; governmental complexes; other specialized civic and mission critical buildings, installations, and laboratories; and retail and commercial buildings); • Infrastructure and telecommunications; Page 3 Table of Contents • Mining and minerals; • Pharmaceuticals and biotechnology; • Power; • Pulp and paper; • Technology and manufacturing; and, • Food and consumer products, among others. We are headquartered in Pasadena, California, USA, and provide our services through more than 200 offices located around the globe, primarily in North America, South America, Europe, the Middle East, India, Australia, Africa, and Asia. How We Operate The relationships we have with our clients drive our business. As a broad-based technical professional services firm, we offer a range of services to help our clients maintain a competitive edge in their respective markets. From feasibility studies to design, to engineering, to construction, to start-up and commissioning, and then to operations and maintenance, we customize our services to meet business and project goals. Our global network of professionals works with a multi-office approach in an effort to provide clients with the best, most economical project or program solutions. We strive to provide client value through continuous improvement in our performance. We regularly monitor our clients' expectations, our project delivery protocols and system, and our operational performance. Tools such as our Jacobs Value Enhancing Practices, Global Standard Operating Procedures, project reviews,

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