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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-220524

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders:

You are cordially invited to attend a special meeting of the stockholders (the “CH2M Special Meeting”) of CH2M HILL Companies, Ltd. (“CH2M”), which will take place on December 13, 2017 at 10:00 a.m. Mountain time, at our World Headquarters, 9191 South Jamaica Street, Englewood, Colorado, 80112, USA.

As previously announced, on August 1, 2017, Jacobs Engineering Group Inc. (“Jacobs”) entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) with CH2M and Basketball Merger Sub Inc., a Delaware corporation and wholly-owned direct subsidiary of Jacobs (“Merger Sub”), pursuant to which Merger Sub will merge with and into CH2M, with CH2M continuing as the surviving corporation and becoming a wholly-owned direct subsidiary of Jacobs (the “Merger”). Each of the boards of directors of Jacobs and CH2M has unanimously approved the Merger.

If the Merger is completed, each share of common stock, par value $0.01 per share, of CH2M (“CH2M Common Stock”) outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than shares held by Jacobs, CH2M or any of their respective wholly-owned subsidiaries, and shares held by any holder of CH2M Common Stock who is entitled to demand and properly demands appraisal of such shares under Delaware law) will be converted into the right to receive, at the election of the holder of such share and subject to proration and adjustment procedures, either (i) mixed consideration consisting of $52.85 in cash, without interest, and 0.6677 shares of common stock, par value $1.00 per share, of Jacobs (“Jacobs Common Stock”), (ii) cash consideration consisting of $88.08 in cash, without interest or (iii) stock consideration consisting of 1.6693 shares of Jacobs Common Stock. Holders of CH2M Common Stock who do not make an election will receive the mixed consideration described in clause (i) above.

Immediately prior to the Effective Time, each share of Series A Preferred Stock, par value $0.01 per share, of CH2M (“CH2M Preferred Stock”) outstanding immediately prior to the Effective Time will be deemed converted into shares of CH2M Common Stock pursuant to Section 2.2 of the Certificate of Designation of the Series A Preferred Stock of CH2M, and such shares of CH2M Common Stock will be converted into the right to receive, at the election of the holder thereof, the mixed consideration, cash consideration or stock consideration described above.

It is anticipated that, immediately following the completion of the Merger, CH2M’s stockholders will own approximately 15% of the outstanding shares of Jacobs Common Stock, calculated on a fully-diluted basis.

Jacobs Common Stock is traded on the New York Stock Exchange (“NYSE”) under the trading symbol “JEC.” On November 8, 2017, the latest practicable trading date before the printing of this Proxy Statement/Prospectus, Jacobs Common Stock closed at $61.12 per share as reported by NYSE.

Jacobs and CH2M cannot complete the Merger unless, among other things, stockholders of CH2M adopt the Merger Agreement. The board of directors of CH2M unanimously recommends a vote “FOR” the CH2M Merger Proposal, “FOR” the CH2M Adjournment Proposal, and “FOR” the CH2M Golden Parachute Proposal, each as described in more detail in this Proxy Statement/Prospectus.

Your vote is very important. Whether or not you plan to attend the CH2M Special Meeting, it is important that your shares of CH2M Common Stock and CH2M Preferred Stock be represented and voted at the CH2M Special Meeting. I urge you to promptly vote and authorize your proxy instructions electronically through the Internet, by telephone or by signing, dating and returning the proxy card enclosed with this Proxy Statement/Prospectus. Voting through the Internet or by phone will eliminate the need to return your proxy card by mail.

This Proxy Statement/Prospectus contains important information about Jacobs, CH2M, the Merger Agreement, the proposed Merger and the CH2M Special Meeting. We encourage you to read carefully and in its entirety this Proxy Statement/Prospectus, including the Annexes and the documents incorporated by reference hereto, before voting. In particular, we urge you to read carefully the “Risk Factors” beginning on page 26 of this Proxy Statement/Prospectus.

On behalf of the board of directors of CH2M, thank you for your consideration and continued support.

Sincerely,

Jacqueline Hinman

Chairman, President and Chief Executive Officer

CH2M HILL Companies, Ltd.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved of the proposed transactions described in this Proxy Statement/Prospectus or the securities to be issued pursuant to the Merger Agreement or determined if the information contained in this Proxy Statement/Prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This Proxy Statement/Prospectus is dated November 9, 2017, and is first being mailed to stockholders of CH2M on or about November 10, 2017.

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IF YOU ARE NOT A PARTICIPANT IN THE CH2M HILL RETIREMENT AND TAX-DEFERRED SAVINGS PLAN PLEASE DISREGARD THIS LETTER

CH2M HILL Companies, Ltd.

Participant Notice

Retirement and Tax-Deferred Savings Plan

November 9, 2017

Dear Plan Participant:

This Proxy Statement/Prospectus has been furnished by CH2M HILL Companies, Ltd. (“CH2M”) in conjunction with the special meeting of stockholders (the “CH2M Special Meeting”) of CH2M to be held on December 13, 2017, to vote on the CH2M Merger Proposal, the CH2M Adjournment Proposal and the CH2M Golden Parachute Proposal, each as described in more detail in this Proxy Statement/Prospectus.

Participants and beneficiaries who have accounts in the CH2M HILL Companies, Ltd. Retirement and Tax-Deferred Savings Plan (the “CH2M 401(k) Plan”) that hold shares of common stock, par value $0.01 per share, of CH2M (“CH2M Common Stock”), can, under the terms of the CH2M 401(k) Plan, generally instruct the trustee of the CH2M 401(k) Plan how they wish to vote their shares of CH2M Common Stock credited to their account (“CH2M 401(k) Shares”) with respect to matters on which the stockholders are allowed to vote. Stockholders are being asked to vote on the CH2M Merger Proposal (as described herein) and, therefore, participants and beneficiaries holding CH2M 401(k) Shares as of November 8, 2017 (the “Record Date”) are entitled to provide instruction as to how such shares will be voted. However, for purposes of the CH2M Special Meeting, the trustee has delegated authority to vote the CH2M 401(k) Shares to Newport Trust Company (“Newport Trust”), a professional independent fiduciary that has been retained by the CH2M 401(k) Plan trustee to administer and oversee the voting and election process for participants in the CH2M 401(k) Plan. As the independent fiduciary, Newport Trust will vote the CH2M 401(k) Shares credited to your account in accordance with your instructions, provided that Newport Trust determines it can do so in accordance with its fiduciary responsibilities under the Employee Retirement Income Security Act of 1974 (“ERISA”). The trustee of the CH2M 401(k) Plan will not participate in the voting process.

As a CH2M 401(k) Plan participant, you will receive a voting instruction form allowing you to submit voting instructions to Newport Trust. Such voting instruction form is separate from and in addition to the proxy card you will receive if you are also the direct holder of CH2M Common Stock. No instructions submitted on the proxy card for directly owned shares of CH2M Common Stock will be applied to the shares in the CH2M 401(k) Plan; you must provide a completed voting instruction card for such shares to be voted. If you do not send instructions regarding the voting of CH2M Common Stock in your CH2M 401(k) Plan account, or if your instructions are not received in a timely manner, such shares shall be voted at the CH2M Special Meeting by Newport Trust in accordance with the interests of the CH2M 401(k) Plan participants and the CH2M 401(k) Plan as a whole, as determined by the independent fiduciary in its sole discretion. The voting instructions must be received before 11:59 p.m., Mountain time, on December 8, 2017 to be timely.

Newport Trust will vote uninstructed CH2M Common Stock in accordance with the interests of the CH2M 401(k) Plan participants and the CH2M 401(k) Plan as a whole, as determined by Newport Trust in its sole discretion. In all events, Newport Trust will comply with ERISA in voting shares of CH2M Common Stock.

It should be noted that your instructions to Newport Trust are strictly confidential. You may, therefore, feel completely free to instruct Newport Trust to vote these shares in the manner you think best.

If you have any questions regarding the information provided to you, you may contact Erik Ammidown, CH2M 401(k) Plan Administrator, 9191 South Jamaica Street, Englewood, Colorado 80112, [email protected].

Sincerely,

Newport Trust Company, independent fiduciary of the CH2M HILL Companies, Ltd. Retirement and Tax-Deferred Savings Plan

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NOTICE OF SPECIAL MEETING

To Be Held on December 13, 2017

To the stockholders of CH2M HILL Companies, Ltd.:

We will hold a special meeting of stockholders (the “CH2M Special Meeting”) of CH2M HILL Companies, Ltd., a Delaware corporation (“CH2M,” “we” or “our”), at our World Headquarters, 9191 South Jamaica Street, Englewood, Colorado, 80112, USA, on December 13, 2017 at 10:00 a.m., Mountain time. We will consider and act on the following proposals at the CH2M Special Meeting:

This Proxy Statement/Prospectus and its Annexes, including all documents incorporated by reference into this Proxy Statement/Prospectus, more fully describes these items of business. We urge you to read this information carefully and in its entirety.

The board of directors of CH2M unanimously recommends that you vote (1) “FOR” the CH2M Merger Proposal; (2) “FOR” the CH2M Adjournment Proposal; and (3) “FOR” the CH2M Golden Parachute Proposal. The approval by CH2M stockholders of the CH2M Merger Proposal is required to complete the Merger described in this Proxy Statement/Prospectus. The approval of the adoption of the Merger Agreement, on the one hand, and the approval of the CH2M Adjournment Proposal and the advisory approval of the CH2M Golden Parachute Proposal, on the other hand, are subject to separate votes by CH2M stockholders, and neither the approval of the CH2M Adjournment Proposal nor the advisory approval of the CH2M Golden Parachute Proposal is a condition to completion of the Merger.

The CH2M Merger Proposal will be approved if a majority in voting power of the shares of CH2M common stock, par value $0.01 per share (“CH2M Common Stock”) and the shares of CH2M Series A Preferred Stock, par value $0.01 per share (“CH2M Preferred Stock”) entitled to vote on such matter, voting together as a single class on an as-converted basis, vote to adopt the Merger Agreement, assuming a quorum is present. The CH2M Adjournment Proposal will be approved if a majority of the votes cast by the shares of CH2M Common Stock and CH2M Preferred Stock, voting together as a single class on an as-converted basis, present or represented by proxy at the CH2M Special Meeting and entitled to vote on such matter, vote in favor of the CH2M Adjournment

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Proposal, whether or not a quorum is present. The CH2M Golden Parachute Proposal will be approved if a majority of the votes cast by the shares of CH2M Common Stock and CH2M Preferred Stock, voting together as a single class on an as-converted basis, present or represented by proxy at the CH2M Special Meeting and entitled to vote on such matter, vote in favor of the CH2M Golden Parachute Proposal, assuming a quorum is present. The obligations of CH2M and Jacobs to complete the Merger are also subject to the satisfaction or waiver of several other conditions. We encourage you to read this Proxy Statement/Prospectus, including the Annexes, in its entirety because it explains the proposed Merger, the documents related to the Merger and other related matters.

Only holders of record of shares of CH2M Common Stock and CH2M Preferred Stock at the close of business on November 8, 2017, the record date for the CH2M Special Meeting (the “Record Date”), are entitled to notice of and to vote at the CH2M Special Meeting and any adjournments or postponements of the CH2M Special Meeting. If you have any questions concerning the Merger, the CH2M Special Meeting or this Proxy Statement/Prospectus, need help voting your shares of CH2M Common Stock or CH2M Preferred Stock, or would like additional copies, without charge, of this Proxy Statement/Prospectus, the election forms, the proxy card or voting instruction form, please contact CH2M’s proxy solicitor:

Georgeson LLC

Toll Free: (888) 566-8006

1290 Avenue of the Americas, 9th Floor

New York, New York 10104

Your vote is very important. It is important that your shares of CH2M Common Stock and CH2M Preferred Stock be represented and voted whether or not you plan to attend the CH2M Special Meeting. You may submit your proxy by completing and mailing the proxy card enclosed with this Proxy Statement/Prospectus, or you may grant your proxy electronically via the Internet or by telephone by following the instructions on the proxy card.

If your shares are held by the trustees of the CH2M HILL Companies Ltd., Retirement and Tax-Deferred Savings Plan (the “CH2M 401(k) Plan”), you will receive a voting instruction form allowing you to instruct Newport Trust with respect to the voting of the shares of CH2M Common Stock in your account under the CH2M 401(k) Plan on the Record Date. Such voting instruction form is separate from and in addition to the proxy card you will receive if you are also the direct holder of CH2M Common Stock. Newport Trust Company (“Newport Trust”) will vote the CH2M Common Stock credited to your account in accordance with your instructions, provided that Newport Trust determines it can do so in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”). Pursuant to ERISA, Newport Trust would only be prevented from voting the CH2M Common Stock credited to your account in accordance with your instructions if Newport Trust deems that following the instructions would be a violation of their fiduciary duties. If you do not send instructions regarding the voting of CH2M Common Stock in your CH2M 401(k) Plan account, or if your instructions are not received in a timely manner, such shares shall be voted at the CH2M Special Meeting by Newport Trust in accordance with the interests of the CH2M 401(k) Plan participants and the CH2M 401(k) Plan as a whole, as determined by Newport Trust. The voting instructions must be received before 11:59 p.m., Mountain time, on December 8, 2017 to be timely.

Please note that you may not vote the shares of CH2M Common Stock that are credited to your account(s) under the CH2M Deferred Compensation Plan, the CH2M Supplemental Executive Retirement and Retention Plan and/or the CH2M International Deferred Compensation Plan since these shares have not been issued to you.

Please submit your proxy promptly whether or not you expect to attend the CH2M Special Meeting.

By Order of the CH2M Board of Directors,

Thomas McCoy

Executive Vice President, General Counsel and Secretary

Englewood, Colorado

November 9, 2017

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REFERENCES TO ADDITIONAL INFORMATION

This Proxy Statement/Prospectus incorporates by reference important business and financial information about Jacobs from documents previously filed by Jacobs with the Securities and Exchange Commission (the “SEC”) that are not included in or delivered with this Proxy Statement/Prospectus. In addition, each of Jacobs and CH2M file annual, quarterly and current reports, proxy statements and other business and financial information with the SEC. This information is available without charge to you upon written or oral request.

This Proxy Statement/Prospectus and the Annexes hereto, the registration statement to which this Proxy Statement/Prospectus relates and the exhibits thereto, the information incorporated by reference herein and the other information filed by Jacobs and CH2M with the SEC is available for you to read and copy, without charge, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.

You can also obtain these documents through the SEC’s website at www.sec.gov or on either Jacobs’ website at http://www.jacobs.com in the “Investors” section under “Filings and reports” or on CH2M’s website at http://www.ch2m.com in the “Investors” section under “Financial Information.” By referring to Jacobs’ website, CH2M’s website, and the SEC’s website, Jacobs and CH2M do not incorporate any such website or its contents into this Proxy Statement/Prospectus. You can also obtain these documents, without charge, by requesting them in writing, by email or by telephone from Jacobs or CH2M, as applicable, at its address and telephone number listed below.

In addition, if you have questions about the Merger or the CH2M Special Meeting, or if you need to obtain additional copies, without charge, of this Proxy Statement/Prospectus, the election forms, the proxy card, voting instruction form or other documents incorporated by reference in the Proxy Statement/Prospectus, you may contact CH2M’s proxy solicitor:

Georgeson LLC

Toll Free: (888) 566-8006

1290 Avenue of the Americas, 9th Floor

New York, New York 10104

To obtain timely delivery of these documents before the CH2M Special Meeting, you must request the information no later than December 6, 2017.

For a more detailed description of the information incorporated by reference in this Proxy Statement/Prospectus and how you may obtain it, see “Where You Can Find More Information” beginning on page 247.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This Proxy Statement/Prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Jacobs (File No. 333-220524), constitutes a prospectus of Jacobs under Section 5 of the Securities Act of 1933, as amended (“Securities Act”), with respect to the shares of common stock, par value $1.00, of Jacobs Engineering Group Inc. (“Jacobs Common Stock”) to be issued pursuant to the Merger Agreement. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the CH2M Special Meeting, at which CH2M stockholders will be asked to consider and vote on, among other matters, a proposal to adopt the Merger Agreement.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this Proxy Statement/Prospectus. This Proxy Statement/Prospectus is dated November 9, 2017. The information contained in this Proxy Statement/Prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies.

This Proxy Statement/Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning Jacobs contained in this Proxy Statement/Prospectus or incorporated by reference has been provided by Jacobs, and the information concerning CH2M contained in this Proxy Statement/Prospectus has been provided by CH2M.

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ANNEXES

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QUESTIONS AND ANSWERS

The following are brief answers to some questions that you may have regarding the Merger and the CH2M Special Meeting (each as defined below). The questions and answers in this section may not address all questions that might be important to you as a stockholder. For more detailed information, and for a description of the legal terms governing the Merger, we urge you to read carefully and in its entirety this Proxy Statement/Prospectus, including the Annexes hereto, and the documents incorporated by reference herein, as well as the registration statement to which this Proxy Statement/Prospectus relates, including the exhibits to the registration statement. See “Incorporation of Certain Documents by Reference” beginning on page 246 and “Where You Can Find More Information” beginning on page 247.

Your vote is important. We encourage you to submit your voting materials as soon as possible.

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In addition, immediately prior to the Effective Time, each outstanding share of CH2M Preferred Stock will be deemed converted into shares of CH2M Common Stock pursuant to Section 2.2 of the Certificate of Designation of the Series A Preferred Stock of CH2M, and such shares will be converted into the right to receive, at the election of the holder thereof in accordance with, and subject to, the terms, conditions and procedures set forth in the Merger Agreement, the applicable Merger Consideration elected by such holder.

CH2M stockholders who elect to receive the Cash Election Consideration or the Stock Election Consideration will be subject to proration to ensure that the aggregate number of shares of Jacob Common Stock to be issued by Jacobs in the Merger and the aggregate amount of cash to be paid in the Merger will be the same as if all applicable CH2M stockholders received the Mixed Election Consideration. Any CH2M stockholder who does not make an election will be treated as having elected to receive the Mixed Election Consideration. No fractional shares of Jacobs Common Stock will be issued in the Merger, and CH2M stockholders will receive cash in lieu of any fractional shares (after aggregating all shares delivered by such CH2M stockholder pursuant to the Merger). The Merger Consideration will be delivered to CH2M stockholders who have properly submitted the applicable forms described in this Proxy Statement/Prospectus as promptly as practicable following the Merger.

CH2M stockholders who hold shares of CH2M Common Stock under the CH2M 401(k) Plan may elect any of the above forms of Merger Consideration in the manner described below. Individuals who have shares of CH2M Common Stock credited to accounts under the CH2M Deferred Compensation Plan (the “DCP”), the CH2M Supplemental Executive Retirement and Retention Plan (the “SERRP”) and/or the CH2M International Deferred Compensation Plan (the “ISVEU”) may not elect the form of Merger Consideration in respect of such shares. Instead, the administrator of each of the DCP, SERRP and ISVEU will elect the form of Merger Consideration to be credited to accounts under the DCP, the SERRP and the ISVEU.

The election instructions form for shares of CH2M Common Stock held by CH2M stockholders in the CH2M 401(k) Plan (the “401(k) Election Instructions Form”) will be separately mailed to CH2M stockholders who have shares of CH2M Common Stock credited to their account in the CH2M 401(k) Plan. The 401(k) Election Instructions Form will allow CH2M stockholders to direct Newport Trust to make a specific election with respect to shares of CH2M Common Stock held in the CH2M 401(k) Plan. In order for Newport Trust to receive your election instructions in time to submit an effective election on your behalf, Wells Fargo must receive your 401(k) Election Instructions Form, or your election must be properly submitted online, prior to

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the date specified in such form. For all purposes of this Proxy Statement/Prospectus, the “Election Deadline” for the shares of CH2M Common Stock held by CH2M stockholders in the CH2M 401(k) Plan is the date specified in the 401(k) Election Instructions Form.

Please note that if there are shares of CH2M Common Stock credited to your account(s) under the DCP, SERRP and/or the ISVEU, you do not need to make any election with respect to such shares. The administrator of each of the DCP, SERRP and ISVEU will elect the form of Merger Consideration to be credited to accounts under the DCP, the SERRP and the ISVEU.

Additional instructions for submitting your election are set forth in this Proxy Statement/Prospectus.

If Wells Fargo does not receive a properly completed 401(k) Election Instructions Form prior to the date specified in the 401(k) Election Instructions Form and an online election has not been properly submitted, Newport Trust cannot ensure that your election will be followed and Newport Trust will make an election on your behalf with respect to shares of CH2M Common Stock held in the CH2M 401(k) Plan. No shares held in the CH2M 401(k) Plan will be defaulted into the Mixed Consideration election; Newport Trust will make elections with respect to all shares of CH2M Common Stock held in the CH2M 401(k) Plan for which no election is received or for which an election is received that Newport Trust does not believe it may follow under its fiduciary responsibilities under ERISA.

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In addition, immediately prior to the Effective Time, each CH2M Accelerated Equity Award (other than CH2M Restricted Shares which will be converted in the Merger pursuant to the terms described above) will be cancelled in exchange for a cash payment equal to (i) any positive difference between the Mixed Election Consideration (valuing the Jacobs Common Stock in the Mixed Election Consideration based on the VWAP, defined below) and the exercise price per share of CH2M Common Stock, if applicable thereto, multiplied by (ii) the total number of shares of CH2M Common Stock subject to such CH2M Accelerated Equity Award as of immediately prior to such cancellation (the “Accelerated Equity Award Payment”).

At the Effective Time, each (i) restricted stock unit in respect of CH2M Common Stock granted after February 28, 2017 under CH2M’s Amended and Restated Long-Term Incentive Plan (“Assumed Restricted Stock Units”) held by an employee of CH2M who will continue employment with CH2M, Jacobs or their affiliates following the Effective Time (each, a “Continuing Employee”) will be converted into a restricted stock unit on the same terms and conditions (including applicable vesting requirements) in respect of the number of shares of Jacobs Common Stock equal to (a) the number of shares of CH2M Common Stock subject thereto immediately prior to the Effective Time, multiplied by (b) the Assumed Equity Award Exchange Ratio (as defined below) and (ii) performance stock unit in respect of CH2M Common Stock granted after February 28, 2017 under CH2M’s Amended and Restated Long-Term Incentive Plan (“Assumed Performance Stock Units”) held by a Continuing Employee will be converted into a Jacobs restricted stock unit on the same terms and conditions (with vesting to occur in substantially equal installments on each of the first three (3) anniversaries of the original date of grant of the related Assumed Performance Stock Unit, subject to such accelerated vesting, if any, provided to the holder thereof upon a qualifying termination of employment pursuant to current CH2M arrangements), in respect of the number of shares of Jacobs Common Stock equal to (a) the number of shares of CH2M Common Stock that would have vested at the end of the performance period if target performance had been achieved immediately prior to the Effective Time, multiplied by (b) the Assumed Equity Award Exchange Ratio. The “Assumed Equity Award Exchange Ratio” means (x) the sum of the cash and stock portions of the Mixed Election Consideration, divided by (y) the volume weighted average trading price of Jacobs Common Stock on the New York Stock Exchange (“NYSE”) for the ten (10) consecutive trading days ending on the third complete trading day prior to (and excluding) the closing date (the “VWAP”).

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The board of directors of CH2M unanimously recommends a vote “FOR” the CH2M Merger Proposal, “FOR” the CH2M Adjournment Proposal and “FOR” the Golden Parachute Proposal, each described in more detail in this Proxy Statement/Prospectus. The approval of the adoption of the Merger Agreement, on the one hand, and the approval of the CH2M Adjournment Proposal and the advisory approval of the CH2M Golden Parachute Proposal, on the other hand, are subject to separate votes by CH2M stockholders, and neither the approval of the CH2M Adjournment Proposal nor the advisory approval of the CH2M Golden Parachute Proposal is a condition to completion of the Merger.

CH2M does not expect any other business to be conducted at the CH2M Special Meeting.

The CH2M Adjournment Proposal will be approved if a majority of the votes cast (excluding abstentions) by the shares of CH2M Common Stock and CH2M Preferred Stock, voting together as a single class on an as-converted basis, present or represented by proxy at the CH2M Special Meeting and entitled to vote on such matter, vote in favor of the CH2M Adjournment Proposal, whether or not a quorum is present. In this case, an abstention from voting and a failure to vote or to submit a proxy card or voting instructions will have no effect on the vote.

The non-binding advisory CH2M Golden Parachute Proposal will be approved if a majority of the votes cast (excluding abstentions) by the shares of CH2M Common Stock and CH2M Preferred Stock, voting together as a single class on an as-converted basis, present or represented by proxy at the CH2M Special Meeting and entitled to vote on such matter, vote in favor of the CH2M Golden Parachute Proposal, assuming a quorum is present. In this case, an abstention from voting and a failure to vote or to submit a proxy card or voting instructions will have no effect on the vote. The vote on the CH2M Merger Proposal is a vote separate and apart from the vote on the CH2M Golden Parachute Proposal.

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Upon a termination for failure to obtain the CH2M required stockholder vote, CH2M will be required to reimburse Jacobs for certain of its out-of-pocket expenses in an amount not to exceed $15.0 million. In addition, CH2M will be required to pay Jacobs a termination fee equal to $85,444,783.80 (less any amount previously paid pursuant to the preceding sentence) if a third party made a public proposal for CH2M or such proposal became publicly known and was not withdrawn prior to the CH2M Special Meeting and, within twelve (12) months following the termination of the Merger Agreement, CH2M enters into a definitive written agreement providing for or consummates an acquisition of a material portion of CH2M.

The Voting Agreement is attached to this Proxy Statement/Prospectus as Annex B and is incorporated by reference into this Proxy Statement/Prospectus.

In addition, Apollo consented to the transaction pursuant to its contractual protective provisions set forth in the Certificate of Designation of the Series A Preferred Stock of CH2M, which consent is separate and apart from Apollo’s right to vote its shares of CH2M Preferred Stock at the CH2M Special Meeting.

By Internet. Access the Internet website specified on the enclosed proxy card or voting instructions to submit your proxy or instructions and for the electronic delivery up until 11:59 p.m. Mountain time on December 12, 2017 (December 8, 2017 for participants in the CH2M 401(k) Plan). Have your proxy card or voting instructions in hand when you access the website and follow the instructions to obtain your records and to create an electronic proxy or voting instruction form.

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By Phone. Within the U.S., U.S. territories and Canada, use any touch-tone telephone to dial 1-800-652-VOTE (8683) (outside the U.S., U.S. territories and Canada, dial 1-781-575-2300) to submit your proxy or voting instructions up until 11:59 p.m. Mountain time on December 12, 2017 (December 8, 2017 for participants in the CH2M 401(k) Plan). Have your proxy card or voting instructions in hand when you call and then follow the instructions. If you submit proxy or voting instructions by telephone, do not also return your proxy card or voting instructions by other means.

By Mail. Mark, sign and date your proxy card or voting instructions and return it in the postage-paid envelope we have provided or return it to the address set forth in such proxy card. Your proxy card or voting instructions must be received no later than the close of business on December 12, 2017 (December 8, 2017 for participants in the CH2M 401(k) Plan).

In addition, all holders of record of CH2M Common Stock and CH2M Preferred Stock may vote in person at the CH2M Special Meeting. In order to attend the CH2M Special Meeting, you must (i) be a holder of record of shares of CH2M Common Stock or CH2M Preferred Stock as of the Record Date and (ii) present valid photo identification issued by a government agency, such as a driver’s license or passport in person at the CH2M Special Meeting.

If you are a participant in the CH2M 401(k) Plan, you have the right, if you choose, to instruct Newport Trust to vote the shares of CH2M Common Stock in your account under the CH2M 401(k) Plan as of the Record Date. If you are a participant in the CH2M 401(k) Plan, you will receive a voting instruction form allowing you to submit voting instructions to Newport Trust. Such voting instruction form is separate from and in addition the proxy card you will receive if you are also the direct holder of CH2M Common Stock. Newport Trust will vote the shares of CH2M Common Stock in your account under the CH2M 401(k) Plan in accordance with your instructions, provided that Newport Trust determines it can do so in accordance with ERISA. If you do not send instructions regarding the voting of CH2M Common Stock in your CH2M 401(k) Plan account, such shares shall be voted by Newport Trust in accordance with Newport Trust’s determination of the interests of the CH2M 401(k) Plan participants and the CH2M 401(k) Plan as a whole. Please follow the instructions on your voting instruction form, which may be different from those provided to other CH2M stockholders. For the avoidance of doubt, if you are a participant in the CH2M 401(k) Plan, you may not vote directly at the CH2M Special Meeting.

Shares of CH2M Common Stock credited to your account(s) under the DCP, the SERRP and/or the ISVEU have not been issued to you but instead are held by the trustee of each such plan. You may not vote such shares at the CH2M Special Meeting.

After reading and carefully considering the information contained in this Proxy Statement/Prospectus, please submit your proxy or voting instructions as soon as possible even if you plan to attend the CH2M Special Meeting.

Please complete, sign, date and return each proxy card and voting instruction form you receive, or submit each proxy or voting instruction form by telephone or Internet by following the instructions on your proxy cards or the voting instruction form. If you received multiple sets of voting and election materials, you should submit each form as described in each separate set of voting materials you receive.

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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 to adopt the Merger Agreement at the CH2M Special Meeting. Since the vote on the CH2M Merger Proposal is based on the total number of shares of CH2M Common Stock and CH2M Preferred Stock outstanding (on an as-converted basis), rather than the number of actual votes cast, abstentions and failures to vote or submit a proxy card or voting instructions will have the same effect as voting “AGAINST” the approval of the CH2M Merger Proposal.

The CH2M Adjournment Proposal will be approved if a majority of the votes cast (excluding abstentions) by the shares of CH2M Common Stock and CH2M Preferred Stock, voting together as a single class on an as-converted basis, present or represented by proxy at the CH2M Special Meeting and entitled to vote on such matter, vote in favor of the CH2M Adjournment Proposal, whether or not a quorum is present. In this case, an abstention from voting and a failure to vote or to submit a proxy card or voting instructions will have no effect on the vote. The chairman of the CH2M Special Meeting is also entitled to adjourn the meeting to another place, date or time if a quorum is not present.

The non-binding advisory CH2M Golden Parachute Proposal will be approved if a majority of the votes cast (excluding abstentions) by the shares of CH2M Common Stock and CH2M Preferred Stock, voting together as a single class on an as-converted basis, present or represented by proxy at the CH2M Special Meeting and entitled to vote on such matter, vote in favor of the CH2M Golden Parachute Proposal, assuming a quorum is present. In this case, an abstention from voting and a failure to vote or to submit a proxy card or voting instructions will have no effect on the vote. The vote on the CH2M Merger Proposal is a vote separate and apart from the vote on the CH2M Golden Parachute Proposal.

All properly submitted proxies or voting instructions (other than proxies for shares credited to accounts under the CH2M 401(k) Plan) received at the appropriate time in advance of the CH2M Special Meeting that are not revoked or changed prior to being exercised at the CH2M Special Meeting will be voted at the CH2M Special Meeting in accordance with the instructions indicated on the proxies or voting instructions or, if no instructions were provided, “FOR” the CH2M Merger Proposal, “FOR” the CH2M Adjournment Proposal and “FOR” the CH2M Golden Parachute Proposal.

Newport Trust will vote the shares of CH2M Common Stock in your account under the CH2M 401(k) Plan in accordance with your properly submitted proxy or voting instructions that have not been revoked or changed, provided that Newport Trust determines it can do so in accordance with ERISA. If you do not timely send a proxy or voting instructions regarding the voting of CH2M Common Stock in your CH2M 401(k) Plan account, such shares shall be voted by Newport Trust in accordance with Newport Trust’s determination of the interests of the CH2M 401(k) Plan participants and the CH2M 401(k) Plan as a whole.

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If you are a participant in the CH2M 401(k) Plan, you can change your vote in one of two ways:

If you are a participant in the CH2M 401(k) Plan, you may not vote directly at the CH2M Special Meeting.

CH2M stockholders should also consult their own tax advisors to determine the particular tax consequences to them of the Merger (including the application and effect of any U.S. federal estate, gift and other non-income tax laws and tax consequences under state, local or non-U.S. tax laws).

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The consummation of the Merger is not subject to a financing condition.

Georgeson LLC

Toll Free: (888) 566-8006

1290 Avenue of the Americas, 9th Floor

New York, New York 10104

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RISK FACTORS

In addition to general investment risks and the other information contained or incorporated by reference in this Proxy Statement/Prospectus, you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this Proxy Statement/Prospectus. For further information regarding the documents incorporated into this Proxy Statement/Prospectus by reference, please see the section titled “Where You Can Find More Information” beginning on page 247. Realization of any of the risks described below, any of the uncertainties described under “Cautionary Note Regarding Forward-Looking Statements” beginning on page 87 or any of the risks or uncertainties described in the documents incorporated by reference in this Proxy Statement/Prospectus could have a material adverse effect on Jacobs’, CH2M’s or the combined company’s businesses, financial condition, cash flows and results of operations. In addition, you should read and carefully consider the risks associated with Jacobs and its businesses. These risks can be found in Jacobs’ Annual Report on Form 10-K for the year ended September 30, 2016 and in Jacobs’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, each of which is filed with the SEC and incorporated by reference into this Proxy Statement/Prospectus. The combined company will be faced with a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control, including the risks currently applicable to Jacobs’ and CH2M’s businesses as set forth below and incorporated by reference herein .

Risks Relating to the Merger

The number of shares of Jacobs Common Stock that CH2M stockholders will receive in the Mixed Election Consideration or the Stock Election Consideration is fixed and will not be adjusted for changes in the market price of Jacobs Common Stock. Because the market price of Jacobs Common Stock will fluctuate between the date of the Merger Agreement and the closing of the Merger, CH2M stockholders cannot be sure of the value of the Merger Consideration they will receive.

At the Effective Time, each share of CH2M Common Stock outstanding immediately prior to the Effective Time (other than shares of CH2M Common Stock owned by (i) Jacobs, CH2M or any of their wholly-owned subsidiaries, which shares will be cancelled and will cease to exist or (ii) any person who is entitled to and properly demands statutory appraisal of his, her or its shares of CH2M Common Stock under Delaware law) will be converted into the right to receive, at the election of the holder thereof in accordance with, and subject to, the terms, conditions and procedures set forth in the Merger Agreement, in each case without interest, the Mixed Election Consideration, the Cash Election Consideration or the Stock Election Consideration.

The number of shares of Jacobs Common Stock included in the Mixed Election Consideration is fixed at 0.6677 shares of Jacobs Common Stock and the number of shares of Jacobs Common Stock included in the Stock Election Consideration is fixed at 1.6693 shares of Jacobs Common Stock. Neither the Mixed Election Consideration nor the Stock Election Consideration will change to reflect changes in the market prices of Jacobs Common Stock between the date of the Merger Agreement and the closing of the Merger.

In addition, the Merger Consideration is subject to proration and allocation procedures to ensure that the aggregate number of shares of Jacobs Common Stock to be issued by Jacobs in the Merger and the aggregate amount of cash to be paid in the Merger will be the same as if all electing CH2M stockholders received the Mixed Election Consideration. Accordingly, a CH2M stockholder that elects the Cash Election Consideration may receive a fixed number of Jacobs Common Stock as a result of such proration mechanics. Similarly, a CH2M stockholder that elects the Stock Election Consideration may receive cash as a result of the proration mechanics.

The Merger might not be completed until a significant period of time has passed after a CH2M stockholder has made a Merger Consideration election. The market price of Jacobs Common Stock at the Effective Time may vary significantly from the market price of Jacobs Common Stock on the date the Merger Agreement was executed, the date of this Proxy Statement/Prospectus, the date of the CH2M Special Meeting and the date of the

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Effective Time. Accordingly, CH2M stockholders will not know or be able to calculate at the time of the CH2M Special Meeting the market value of the Merger Consideration they will receive upon completion of the Merger and will not know how the proration will affect the Merger Consideration they elected prior to the CH2M Special Meeting. Further, the market value of the Jacobs Common Stock received in the Merger may fluctuate after the closing of the Merger.

Stock price changes may result from, among other things, changes in the business, operations or prospects of Jacobs prior to or following the Merger, litigation or regulatory considerations, general business, market, industry or economic conditions and other factors both within and beyond the control of Jacobs. For additional information on risks related to Jacobs Common Stock, see “Risks Relating to Jacobs” beginning on page 34. Neither Jacobs nor CH2M is permitted to terminate the Merger Agreement solely because of changes in the market price of Jacobs Common Stock.

Holders may not receive the form of Merger Consideration that they elect.

The Merger Consideration is subject to proration and allocation procedures to ensure that the aggregate number of shares of Jacobs Common Stock to be issued by Jacobs in the Merger and the aggregate amount of cash to be paid in the Merger will be the same as if all electing CH2M stockholders received the Mixed Election Consideration. Accordingly, there is no assurance that CH2M stockholders will receive the form of consideration that they elect with respect to all CH2M Common Stock and CH2M Preferred Stock they hold. For more information on the proration procedures, see “The Merger—Proration Procedures” beginning on page 208. No fractional shares of Jacobs Common Stock will be issued in the Merger, and CH2M stockholders will receive cash in lieu of any fractional shares of Jacobs Common Stock.

If Jacobs’ financing for the Merger becomes unavailable, the Merger may not be completed.

Jacobs intends to finance the cash component of the Merger Consideration, the repayment of CH2M’s outstanding indebtedness and other transaction expenses with a combination of cash on hand and debt financing, which includes the Jacobs Term Loan Facility in an aggregate principal amount of $1.5 billion and additional borrowings under the Jacobs Existing Revolving Credit Agreement. Jacobs currently estimates that the aggregate principal amount of indebtedness to be incurred in connection with the Merger will be approximately $1.9 billion. There are a number of conditions in the Jacobs Term Loan Credit Agreement and the Jacobs Existing Revolving Credit Agreement that must be satisfied or waived in order for closing of the debt financing to occur. There is a risk that these conditions will not be satisfied. In the event that the financing contemplated by the Jacobs Term Loan Credit Agreement and the Jacobs Existing Revolving Credit Agreement is not available, Jacobs may obtain alternative financing to finance the Merger Consideration, the repayment of CH2M’s outstanding indebtedness and other transaction expenses. Such alternative financing may not be available on acceptable terms, in a timely manner or at all. While obtaining financing is not a condition to Jacobs’ obligation to effect the Merger, if other financing becomes necessary and Jacobs is unable to secure such other financing, the Merger may not be completed.

The Merger is subject to certain conditions, including conditions that may not be satisfied or completed on a timely basis, if at all.

Consummation of the Merger is subject to certain closing conditions which make the closing and timing of the Merger uncertain. The conditions include, among others, obtaining approval of the CH2M Merger Proposal, obtaining of various clearances and approvals from certain regulatory and governmental authorities as described in “The Merger—Regulatory Approvals Required for the Merger” beginning on page 191, the effectiveness of the registration statement to which this Proxy Statement/Prospectus relates, the authorization and approval for listing on the NYSE of the shares of Jacobs Common Stock to be issued in the Merger subject to official notice of issuance and the other conditions set forth in the Merger Agreement. See “The Merger Agreement—Conditions to the Merger” beginning on page 224.

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Although Jacobs and CH2M have agreed in the Merger Agreement to use their reasonable best efforts to obtain the requisite approvals and consents, there can be no assurance that these approvals and consents will be obtained. Even if obtained, these approvals and consents may be obtained later than anticipated. In addition, Jacobs’ and CH2M’s obligations to obtain the requisite consents and approvals from regulatory authorities are subject to certain limitations, including that Jacobs is not required to, and CH2M is not permitted to, divest any assets if such divestiture would reasonably be expected to have a material adverse effect on the business, assets, results of operations or financial condition of Jacobs and its subsidiaries (as measured on a scale relative to CH2M and its subsidiaries taken as a whole), on the one hand, or CH2M and its subsidiaries, on the other hand.

Jacobs and CH2M will be subject to business uncertainties and contractual restrictions while the Merger is pending.

Uncertainty about the effect of the Merger on Jacobs’ and/or CH2M’s employees and business relationships may have an adverse effect on Jacobs and/or CH2M and, consequently, on the combined company following the closing of the Merger. Employees may decide not to remain with Jacobs or CH2M, as applicable, while the Merger is pending. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, Jacobs’ and/or CH2M’s business activities may be adversely affected and management’s attention may be diverted from successfully managing the respective businesses to hiring suitable replacements, any of which factors may cause business to deteriorate. In addition, Jacobs and/or CH2M may not be able to motivate certain key employees during the pendency of the Merger due to a perceived lack of appropriate opportunities for advancement or other reasons.

In addition, uncertainties during the pendency of the Merger may cause third parties who deal with Jacobs and/or CH2M to seek to change existing business relationships with Jacobs and/or CH2M, which may adversely affect Jacobs and/or CH2M. Moreover, customers’ uncertainty about the effect of the Merger, including the perception of potential conflicts of interest with respect to projects where CH2M assumes, or will assume, a project role and Jacobs assumes, or will assume, a delivery role, and vice versa, may have an adverse effect on the ability of Jacobs and/or CH2M to attract or retain customers or to win customer contracts.

Further, the Merger Agreement contains customary interim covenants, including the obligation of CH2M to (i) carry on its business in the ordinary course during the period between the execution of the Merger Agreement and the consummation of the Merger and (ii) comply with certain other operating covenants, as set forth more fully in the Merger Agreement. These restrictions may prevent CH2M from pursuing otherwise attractive business opportunities that may arise prior to the closing of the Merger or termination of the Merger Agreement, and from making other changes during that interim period to the businesses of CH2M.

Some of CH2M’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of CH2M stockholders.

In considering whether to approve the proposals at the CH2M Special Meeting, CH2M stockholders should recognize that some directors and executive officers of CH2M may have interests in the Merger that differ from, or that are in addition to, their interests as stockholders of CH2M. These interests include, among others, their designation as directors or executive officers of the combined company and the accelerated vesting of certain equity awards and/or certain severance benefits in connection with the Merger. These interests, among others, may influence the directors and executive officers of CH2M to support or approve the CH2M Merger Proposal or other proposals to be approved at the CH2M Special Meeting. See the sections entitled “The Merger—Interests of CH2M’s Directors and Officers in the Merger” beginning on page 183.

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The Merger Agreement contains provisions that may discourage other companies from trying to acquire CH2M, that restrict CH2M’s ability to pursue alternative acquisition transactions and that could require CH2M to pay Jacobs a termination fee.

The Merger Agreement contains customary “no-shop” restrictions that, subject to limited exceptions, restrict CH2M’s ability to solicit, knowingly encourage, discuss or negotiate an alternative acquisition proposal. In addition, the board of directors of CH2M has limitations on its ability to change its recommendation that CH2M stockholders vote “FOR” the CH2M Merger Proposal or undertake actions demonstrating similar opposition to the Merger.

CH2M may also be required to (i) reimburse Jacobs for its reasonable and documented out-of-pocket expenses in connection with the Merger Agreement (including its negotiation) and the transactions contemplated by the Merger Agreement, in an amount not to exceed $15.0 million if approval of the CH2M Merger Proposal is not obtained and/or (ii) pay Jacobs a fee of $85,444,783.80 (less any amount paid pursuant to clause (i)) in certain circumstances.

In addition, Apollo, who owns 100% of the issued and outstanding CH2M Preferred Stock, which is convertible into approximately 17.94% of the issued and outstanding shares of CH2M Common Stock as of the Record Date, has agreed to, among other things, vote all of its shares of CH2M Preferred Stock in favor of the adoption of the Merger Agreement and against any competing transaction. Apollo also agreed not to solicit or engage in negotiations with respect to any alternative acquisition proposal.

These provisions could discourage a potential third-party acquirer that might have an interest in acquiring CH2M from considering or proposing an acquisition, even if it were prepared to pay consideration with a higher per share cash or value than the market value proposed to be received or realized in the Merger. Similarly, these provisions might result in a potential third-party acquirer proposing to pay a lower price to CH2M stockholders than it might otherwise have proposed to pay because of the added expenses described above. If the Merger Agreement is terminated and CH2M determines to seek another business combination, it may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger.

For further information, see “The Merger Agreement—No-Shop; Acquisition Proposals; Change in Recommendation” beginning on page 215.

Failure to complete the Merger could negatively impact the stock prices and future businesses and financial results of Jacobs and/or CH2M.

Completion of the Merger is subject to certain closing conditions which make the closing and timing of the Merger uncertain. The conditions include, among others, obtaining approval of the CH2M Merger Proposal, obtaining various clearances and approvals from certain regulatory and governmental authorities as described in “The Merger—Regulatory Approvals Required for the Merger” beginning on page 191, the effectiveness of the registration statement to which this Proxy Statement/Prospectus relates, the authorization and approval for listing on the NYSE of the shares of Jacobs Common Stock to be issued in the Merger subject to official notice of issuance and the other conditions set forth in the Merger Agreement. See “The Merger Agreement—Conditions to the Merger” beginning on page 224.

There can be no assurance that these conditions to the completion of the Merger will be satisfied in a timely manner or at all. In addition, other factors, such as Jacobs’ ability to obtain the debt financing it needs to consummate the transaction, may affect when and whether the Merger will occur. If the Merger is not completed, the ongoing businesses of Jacobs and/or CH2M may be adversely affected and Jacobs and/or CH2M may be subject to several risks and consequences, including the following:

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In addition, if the Merger is not completed or delayed, Jacobs and/or CH2M may experience negative reactions from their respective stockholders, customers, vendors, regulators and employees and their respective business, financial condition and results of operations may be materially adversely affected and the market price of Jacobs Common Stock may decline significantly, particularly to the extent that the market price reflects a market assumption that the Merger will be consummated or will be consummated on a particular timeframe.

The shares of Jacobs Common Stock to be received by CH2M stockholders as a result of the Merger will have different rights than the shares of CH2M Common Stock.

Upon completion of the Merger, CH2M stockholders will become Jacobs stockholders, unless such CH2M stockholders elect to receive and actually receive only the Cash Election Consideration, and their rights will be governed by the Amended and Restated Certificate of Incorporation of Jacobs, amended on January 27, 2014 (the “Jacobs Charter”) and the Amended and Restated Bylaws of Jacobs, amended on January 19, 2017 (the “Jacobs Bylaws”). The rights associated with Jacobs Common Stock are different from the rights associated with CH2M Common Stock and CH2M Preferred Stock. See “Comparison of Stockholders Rights” beginning on page 234 for a discussion of the different rights associated with Jacobs Common Stock and CH2M Common Stock and CH2M Preferred Stock.

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

The Merger may give rise to unexpected liabilities and costs, including costs associated with the defense and resolution of possible litigation or other claims, and may have an adverse effect on any pending claims against Jacobs or CH2M. Litigation and claims are subject to inherent uncertainties and unfavorable rulings can and do occur. The nature of Jacobs’ and CH2M’s business sometimes results in clients, subcontractors, and vendors presenting claims for, among other things, recovery of costs related to certain projects. These claims can be the subject of lengthy and costly negotiations, arbitration or litigation proceedings. In addition, Jacobs and CH2M could be subject to claims or litigation related to the Merger, whether or not the Merger is consummated. Such actions may create additional uncertainty relating to the Merger, and responding to such claims and defending such actions may be costly and distracting to management.

The Merger may divert the attention of Jacobs’ and CH2M’s respective employees and management.

The Merger may divert the attention of Jacob’s and CH2M’s respective employees and management due to activities related to the transactions contemplated by the Merger Agreement. As a result, Jacobs and/or CH2M may neglect their ongoing businesses and may not pursue otherwise attractive business opportunities.

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The current ownership and voting interests of CH2M stockholders and Jacobs stockholders will be diluted by the merger.

Jacobs stockholders will have a reduced ownership and voting interest in Jacobs after the Merger and will exercise less influence over Jacobs management. Upon the completion of the Merger, except for stockholders who own stock in both Jacobs and CH2M, each Jacobs stockholder will have a percentage ownership of Jacobs that is smaller than such stockholder’s current percentage ownership of Jacobs. Additionally, each CH2M stockholder who elects the Mixed Election Consideration or the Stock Election Consideration and receives shares of Jacobs Common Stock will become a Jacobs stockholder with a percentage ownership of Jacobs that is smaller than the stockholder’s percentage ownership of CH2M. Because of this, Jacobs stockholders and CH2M stockholders will generally have less influence on the management and policies of the combined company than they now have on the management and policies of Jacobs and CH2M, respectively. If the combined company is unable to realize the full strategic and financial benefits currently anticipated from the Merger, Jacobs and CH2M stockholders will have experienced substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving part of the strategic and financial benefits currently anticipated from the Merger.

The Merger and related transactions are subject to approval by CH2M stockholders.

In order for the Merger to be completed, the CH2M Merger Proposal must be approved. The CH2M Merger Proposal will be approved if a majority in voting power of the shares of CH2M Common Stock and the shares of CH2M Preferred Stock entitled to vote on such matter, voting together as a single class on an as-converted basis, vote to adopt the Merger Agreement. There is no assurance that approval of the CH2M Merger Proposal will be obtained.

Risks Relating to the Combined Company’s Business upon Completion of the Merger

The combined company will incur significant integration costs and may not realize all of the anticipated benefits of the transactions contemplated by the Merger Agreement or such benefits may take longer to realize than expected.

The success of the Merger will depend, in part, on the combined company’s ability to realize the anticipated benefits from combining the businesses of Jacobs and CH2M as further described in the section titled “The Merger—Jacobs’ Reasons for the Merger” beginning on page 156 and “The Merger—CH2M’s Reasons for the Merger; Recommendation of the CH2M Board of Directors” beginning on page 158. The combined company’s ability to realize the anticipated benefits of the Merger will depend, to a large extent, on the ability of Jacobs to integrate the businesses of CH2M with Jacobs. The combination of two independent companies is a complex, costly and time-consuming process. As a result, the combined company will be required to devote significant management attention and resources to integrating the business practices and operations of Jacobs and CH2M. The integration process may disrupt the business of either or both of the companies and, if implemented ineffectively, could preclude or delay the realization of the full benefits expected by Jacobs and CH2M. The failure of the combined company to meet the challenges involved in integrating successfully the operations of Jacobs and CH2M or otherwise to realize the anticipated benefits of the proposed transactions could cause an interruption of, or a loss of momentum in, the activities of the combined company and could seriously harm its results of operations. In addition, the overall integration of the two companies may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of client relationships and diversion of management’s attention, and may cause the combined company’s stock price to decline. The difficulties of combining the operations of the companies include, among others:

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Many of these factors will be outside of the combined company’s control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could materially impact the combined company’s business, financial condition and results of operations.

In addition, even if the operations of Jacobs and CH2M are integrated successfully, the combined company may not realize the full benefits of the proposed transactions, including the synergies, cost savings or growth opportunities that the combined company expects. These benefits may not be achieved within the anticipated time frame, or at all. As a result, Jacobs and CH2M cannot assure you that the combination of CH2M with Jacobs will result in the realization of the full benefits anticipated from the transactions contemplated by the Merger Agreement.

Jacobs expects to incur substantial indebtedness to finance the Merger, which may decrease Jacobs’ business flexibility and adversely affect Jacobs’ financial results.

In addition to using cash on hand at Jacobs and CH2M, Jacobs intends to finance the cash component of the Merger Consideration, the repayment of CH2M’s outstanding indebtedness and other transaction expenses with debt financing, which includes the Jacobs Term Loan Facility in an aggregate principal amount of $1.5 billion and additional borrowings under the Jacobs Existing Revolving Credit Agreement. Jacobs currently estimates that the aggregate principal amount of indebtedness to be incurred in connection with the Merger will be approximately $1.9 billion. The financial and other covenants to which Jacobs has agreed to, or may agree to in connection with the incurrence of new indebtedness, and the combined company’s increased indebtedness may have the effect, among other things, of reducing the combined company’s flexibility to respond to changing business and economic conditions, thereby placing the combined company at a competitive disadvantage compared to competitors that have less indebtedness and making the combined company more vulnerable to general adverse economic and industry conditions. The combined company’s increased indebtedness will also increase borrowing costs, and the covenants pertaining thereto may also limit the combined company’s ability to obtain additional financing to fund working capital, capital expenditures, acquisitions or general corporate requirements. The combined company will also be required to dedicate a larger portion of its cash flow from operations to payments on its indebtedness, thereby reducing the availability of its cash flow for other purposes, including working capital, capital expenditures and general corporate purposes. In addition, the terms and

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conditions of such debt may not be favorable to the combined company and, as such, could further increase the costs of the Merger, as well as the overall burden of such debt upon the combined company and the combined company’s business flexibility. Further, the combined company will be exposed to the risk of increased interest rates as a result of (i) higher leverage at or after the closing of the Merger and (ii) unless the combined company enters into offsetting hedging transactions, interest rates that vary based on LIBOR or a bank’s prime rate.

The combined company’s ability to make payments on and to refinance its debt obligations and to fund planned capital expenditures will depend on its ability to generate cash from the combined company’s operations. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond the combined company’s control.

The combined company may not be able to refinance any of its indebtedness on commercially reasonable terms, or at all. If the combined company cannot service its indebtedness, the combined company may have to take actions such as selling assets, selling additional equity or reducing or delaying capital expenditures, strategic acquisitions, investments or alliances, any of which could impede the implementation of the combined company’s business strategy or prevent the combined company from entering into transactions that would otherwise benefit its business. Additionally, the combined company may not be able to effect such actions, if necessary, on commercially reasonable terms, or at all.

Any of the foregoing consequences could adversely affect the combined company’s financial results.

If the combined company is unable to manage its growth, its business and financial results could suffer.

The combined company’s future financial results will depend in part on its ability to manage its core businesses, including any growth that the combined company may be able to achieve. Over the past several years, each of Jacobs and CH2M has engaged in the identification of, and competition for, growth and expansion opportunities. In order to achieve those initiatives, the combined company will need to, among other things, recruit, train, retain and effectively manage employees and expand its operations and financial control systems. If the combined company is unable to manage its businesses effectively and profitably, its business and financial results could suffer.

To be successful, the combined company must retain and motivate key employees, including those experienced with post-acquisition integration, and failure to do so could seriously harm the combined company.

The success of the combined company, like each of Jacobs and CH2M, largely depends on the skills, experience and continued efforts of management and other key personnel. As a result, to be successful, the combined company must retain and motivate executives and other key employees. If key Jacobs or CH2M personnel were to leave, the combined company may experience increased difficulty in the post-Merger integration process and may not be able to adequately replace such personnel, which could have a material adverse effect on the combined company’s overall business, results of operations and financial condition.

Employees of Jacobs and CH2M may experience uncertainty about their future roles with the combined company until integration strategies for the combined company are announced or executed. These circumstances may adversely affect the combined company’s ability to retain key personnel. The combined company also must continue to motivate employees and maintain their focus on the strategies and goals of the combined company. Doing so may be difficult due to the uncertainties and challenges associated with post-Merger integration. If the combined company is unable to retain executives and other key employees, the roles and responsibilities of such executives and employees will need to be filled either by existing or new executives and employees, which may require the combined company to devote time and resources to identifying, hiring and integrating replacements for the departed executives and employees that could otherwise be used to integrate the businesses of Jacobs and CH2M or otherwise pursue business opportunities. There can be no assurance that the combined company will be able to retain and motivate its employees in the same manner as Jacobs and CH2M have historically.

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The market price of the common stock of the combined company may be affected by factors different from those affecting the market price for shares of Jacobs Common Stock.

Upon completion of the Merger, CH2M stockholders will become Jacobs stockholders, unless such CH2M stockholders elect to receive and actually receive solely the Cash Election Consideration. Jacobs’ business differs from that of CH2M, and the business of the combined company will differ from that of Jacobs. Accordingly, the results of operations for the combined company will be affected by factors different from those currently affecting the results of operations of CH2M and may be affected by factors different from those currently affecting the results of operations of Jacobs. For a discussion of the businesses of Jacobs and of certain factors to consider in connection with those businesses, see “Information about Jacobs and Merger Sub” beginning on page 98 and the documents incorporated by reference in this Proxy Statement/Prospectus and referred to in the section entitled “Where You Can Find More Information” beginning on page 247. For a discussion of the businesses of CH2M and of certain factors to consider in connection with those businesses, see “Information about CH2M” beginning on page 99. See also “Comparative Per Share Market Prices and Dividends” beginning on page 80 for additional information on the market value of shares of Jacobs Common Stock and CH2M Common Stock.

The unaudited pro forma financial statements included in this Proxy Statement/Prospectus are not necessarily an indication of the combined company’s financial condition or results of operations following the closing of the Merger.

The pro forma financial information included in this Proxy Statement/Prospectus is derived from the historical audited and unaudited consolidated financial statements of Jacobs and CH2M, respectively. The preparation of this pro forma information is based upon available information and certain assumptions and estimates that Jacobs and CH2M believe are reasonable as of the date of this Proxy Statement/Prospectus. However, this pro forma information may be materially different from what the combined company’s actual results of operations and financial condition would have been had the Merger occurred during the periods presented or what the combined company’s results of operations and financial position will be after the consummation of the Merger. In particular, the assumptions used in preparing the pro forma financial information may not be correct, and other factors that are not reflected in the pro forma financial information may affect the combined company’s financial condition and results of operations following the closing of the Merger. See “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 58.

Completion of the Merger may trigger change in control or other provisions in certain agreements to which CH2M is a party.

The completion of the Merger may trigger change in control or other provisions in certain agreements to which CH2M is a party. If Jacobs and CH2M are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, including potentially terminating the agreements or seeking monetary damages. Even if Jacobs and CH2M are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to the combined company.

Risks Relating to Jacobs

Jacobs is, and will continue to be, subject to the risks described in Part I, Item 1A in Jacobs’ Annual Report on Form 10-K for the year ended September 30, 2016 and in Part II, Item 1A in Jacobs’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, each as filed with the SEC and incorporated by reference into this Proxy Statement/Prospectus. See “Where You Can Find More Information” beginning on page 247.

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Risks Relating to CH2M’s Business

Project losses and other adverse operating results can constrain CH2M’s cash flow and liquidity, which could reduce CH2M’s ability to win new business or materially and adversely affect CH2M’s business and results of operations, and CH2M’s strategic initiatives may not be successful.

CH2M has experienced project losses and other adverse operating results in recent periods—such as a charge to operations of $121.3 million, $93.6 million, and $38.7 million for the years ended December 30, 2016, December 25, 2015 and December 31, 2014, respectively, for estimated cost growth on a fixed-price contract to design and construct roadway improvements on an expressway in the southwestern United States and a charge to operations of $301.5 million and $280.0 million for the years ended December 30, 2016 and December 31, 2014, respectively (no charges to operations for 2015), for estimated costs growth identified for CH2M’s consolidated Australian joint venture project—which has constrained CH2M’s cash flow and liquidity. If CH2M sustains additional project losses or other adverse operating results in the future, or if cash flow and liquidity continue to be constrained, CH2M may have a reduced ability to win new business, which could materially and adversely affect its business, results of operations, cash flows and financial position.

CH2M may not be able to recover all or a portion of its project losses, and CH2M could be found liable to the client or general contractor, in connection with a fixed-price EPC project that was terminated in early 2017.

Prior to 2017, through a consolidated joint venture partnership with an Australian construction contractor, CH2M was involved in a consortium with a major U.S. power plant equipment supplier engaged in a fixed-price EPC project with a general contractor to engineer, procure, construct and start-up a combined cycle power plant to supply power to a large liquefied natural gas facility in Australia. The joint venture experienced project losses resulting in a charge to operations of $301.5 million and $280.0 million for the years ended December 30, 2016 and December 31, 2014, respectively, of which CH2M’s portion of the loss was $154.1 million and $140.0 million, respectively (there were no project losses in 2015). In 2015, the consortium reached agreement with the client to settle certain claims to recover costs and extend the amount of time allowed to complete interim delivery milestones for the project. During the second quarter of 2016, however, the client advised that it would be unable to meet its obligations in line with the revised program schedule. As a result, the project experienced delays and was expected to incur additional future delays resulting in increases in the total estimated costs to complete. On January 24, 2017, the consortium terminated the fixed-price EPC contract with the general contractor. The Consortium filed the Request for Arbitration against JKC on August 3, 2017 with the International Chamber of Commerce (“ICC”) in Hong Kong.

CH2M expects the arbitration process to be lengthy and at this time CH2M is unable to predict the timing of resolution or the outcome of disputes. The ultimate outcome of the dispute will depend upon contested issues of fact and law. CH2M cannot currently predict whether it will realize any recoveries from the general contractor or the amount of any recoveries that it may ultimately receive. Moreover, CH2M cannot currently predict whether either or both CH2M’s consolidated joint venture partnership or the consortium will be held liable to the general contractor or the amount of any such liability should it occur. The timing and amount of any recovery or liability is currently unknown and will be subject to negotiations, arbitration or other formal dispute-resolution processes, and could be materially adverse to CH2M’s results of operations, cash flow and financial condition.

If CH2M is unable to continue to access credit or raise capital on acceptable terms, CH2M’s business may be adversely affected.

CH2M’s primary sources of liquidity are cash flows from operations and borrowings under CH2M’s Amended Credit Agreement (“CH2M Amended Credit Agreement”). CH2M’s primary uses of cash are working capital, stock repurchases primarily in CH2M’s internal market, capital expenditures, and acquisitions. Cash flows from operations primarily result from earnings on CH2M’s operations and changes in CH2M’s working capital. Earnings from CH2M’s operations and working capital requirements can vary significantly from period to period based primarily on the mix of CH2M’s projects underway and the percentage of project work

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completed during the period. For example, cash used in operations for the year ended December 30, 2016 was $245.5 million. While CH2M manages cash requirements for working capital needs, unpredictability in cash collections and payments has required CH2M in the past and may require CH2M in the future to borrow on the CH2M Amended Credit Agreement from time to time to meet the needs of CH2M’s operations.

CH2M’s borrowing capacity under the Fourth Amendment to the CH2M Amended Credit Agreement is limited by a maximum consolidated leverage ratio, which is based on a multiple of CH2M’s adjusted earnings before interest, taxes, depreciation and amortization, and other outstanding obligations of CH2M. Moreover, the Certificate of Designation limits CH2M’s ability to incur additional debt under certain circumstances without the consent of the holders of at least a majority of the then outstanding shares of CH2M Preferred Stock. As of June 30, 2017, the remaining unused borrowing capacity under the CH2M Amended Credit Agreement was over $400.0 million.

The CH2M Amended Credit Agreement and the Certificate of Designation may contain covenants that limit or restrict CH2M’s operations and require that CH2M comply with certain financial ratios.

The CH2M Amended Credit Agreement contains customary affirmative and negative covenants, some of which limit or restrict CH2M’s operations including its ability to incur additional indebtedness and other obligations, grant liens to secure obligations, make investments, merge or consolidate and dispose of assets, subject to certain customary exceptions. These restrictions could limit CH2M’s ability to plan for or react to market or economic conditions or meet capital needs or otherwise restrict CH2M’s activities or business plans, and could adversely affect CH2M’s ability to finance its operations, acquisitions, investments or strategic alliances or other capital needs or limit its ability to take advantage of business opportunities.

In addition, the CH2M Amended Credit Agreement requires that CH2M comply with a minimum consolidated fixed charge coverage ratio, and both the CH2M Amended Credit Agreement and the Certificate of Designation require that it comply with a maximum consolidated leverage ratio. CH2M’s ability to comply with these ratios depends on its results of operations from time to time, which may be affected by events beyond its control. If CH2M fails to satisfy the requirements of or if CH2M is in default of the CH2M Amended Credit Agreement, CH2M would be prohibited from incurring further borrowings under the CH2M Amended Credit Agreement unless CH2M was able to secure necessary waivers from the lenders. If the lenders declined to waive a default under the CH2M Amended Credit Agreement, CH2M’s outstanding indebtedness under the CH2M Amended Credit Agreement could be accelerated. Further, if CH2M’s consolidated leverage ratio exceeds certain limits specified in the Certificate of Designation, CH2M may be unable to incur additional indebtedness.

Any of the factors could have a material adverse impact on CH2M’s business, results of operations, cash flow and financial condition.

CH2M may be unable to amend the CH2M Amended Credit Agreement or maintain or expand CH2M’s credit capacity, each of which would adversely affect CH2M’s operations and business.

CH2M uses credit facilities to support CH2M’s working capital and acquisition needs. If CH2M exhausts its borrowing capacity or if CH2M is unable to increase the available borrowing capacity of the CH2M Amended Credit Agreement, CH2M’s ability to fund the working capital and other needs of its existing operations could be constrained and its business and results of operations could be materially adversely affected. In addition, CH2M’s credit facility reaches maturity in 2019 and there is no guarantee that CH2M will be able to renew its credit facility on favorable terms or at all, and, if CH2M is unable to do so, CH2M’s costs of borrowing and its business may be adversely affected. There can be no assurance that CH2M will be able to secure any additional capacity or amendment to the CH2M Amended Credit Agreement or to do so on terms that are acceptable to CH2M, in which case, CH2M’s costs of borrowing could rise and CH2M’s business and results of operations could be materially adversely affected.

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CH2M’s new awards and liquidity may be adversely affected by bonding and letter of credit capacity.

A portion of CH2M’s new awards requires the support of bid and performance surety bonds or letters of credit, as well as advance payment and retention bonds. CH2M’s primary use of surety bonds is to support water and wastewater treatment in the U.S., while letters of credit are generally used to support other projects. The issuance of surety bonds is at CH2M’s sureties’ sole discretion and sureties rely on tangible net worth as an indication of risk when deciding whether to issue a requested surety bond. CH2M currently has a negative tangible net worth, which if significantly expanded could limit CH2M’s bonding capacity or require CH2M to use more of its letters of credit under its credit facility. If CH2M is required to utilize CH2M’s credit facility for letters of credit, the amount available under the credit facility for other purposes, including compensating for any swings in working capital could be adversely affected. Further, if CH2M is unable to procure such surety bonds or use letters of credit, CH2M’s ability to win new business and achieve its business plans could be adversely impacted, which would have a material adverse effect on CH2M’s growth, liquidity and financial condition.

An impairment of some or all of CH2M’s goodwill and intangible assets could have a material adverse effect on CH2M’s financial condition and results of operations.

As of June 30, 2017, CH2M had $499.2 million of goodwill and $30.5 million of net intangible assets. CH2M conducts a test for impairment of goodwill as of the first day of the fourth quarter of each year or if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. If the future fair value of any of CH2M’s reporting units is less than their carrying value, CH2M is required to record an impairment charge. The amount of any impairment charge could be significant and could have a material adverse effect on CH2M’s financial condition and results of operations.

Unpredictable economic cycles, uncertain demand for CH2M’s engineering and related services, and failure by CH2M’s major customers to pay CH2M’s fees, could cause CH2M’s revenue to fluctuate or be uncollectible.

Demand for CH2M’s engineering and other services is affected by the general level of economic activity in the markets in which CH2M operates, both inside and outside of the U.S. CH2M’s customers and the markets in which CH2M competes to provide services are likely to experience periods of economic decline from time-to-time. For example, the most recent global economic downturn and governmental tax revenue declines resulted in a slowdown in demand for CH2M’s services from local government clients. Similarly, the decline in oil, gas and other commodity prices beginning in 2014 and continuing to date has negatively affected demand for certain of CH2M’s services and has pressured pricing.

Adverse economic conditions may decrease the willingness of CH2M’s customers to make capital expenditures or otherwise reduce their spending for CH2M’s services, which could result in diminished revenue and margins for CH2M’s business. The demand for services depends on the demand and capital spending of CH2M’s customers in their target markets, some of which are cyclical in nature. Adverse economic conditions could alter the overall mix of services that CH2M’s customers seek to purchase, and increased competition during a period of economic decline could force CH2M to accept contract terms that are less favorable to it than it might be able to negotiate under other circumstances. Changes in CH2M’s mix of services or a less favorable contracting environment may cause CH2M’s revenue and margins to decline. Moreover, CH2M’s customers impacted by the economic downturn could delay or fail to pay CH2M’s fees. If a customer failed to pay a significant outstanding fee, CH2M’s financial results could be adversely affected. Adverse credit market conditions could negatively impact customers’ ability to fund their projects and therefore utilize CH2M’s services; they can also impact subcontractors’ and suppliers’ ability to deliver work. These credit disruptions could negatively impact CH2M’s backlog and profits, and could increase CH2M’s costs or adversely impact project schedules.

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The uncertainties involved in prolonged procurement processes associated with CH2M’s projects make it particularly difficult to predict whether and when CH2M will receive a contract award. The uncertainty of contract award timing can present difficulties in matching CH2M’s workforce size with CH2M’s project needs. If an expected project award is delayed or not received, CH2M could incur costs resulting from idle workforce reductions in staff, or redundancy of facilities that would have the effect of reducing CH2M’s profits.

Changes and fluctuations in the U.S. government’s spending priorities could adversely affect CH2M’s revenue expectations.

Because a substantial part of CH2M’s overall business is generated either directly or indirectly as a result of U.S. federal, state and local government regulatory and infrastructure priorities, shifts in these priorities due to changes in policy imperatives, changes in elected officials following elections or changing economic conditions are often unpredictable and may affect CH2M’s revenue.

CH2M’s contracts with the U.S. federal government are subject to the uncertainties of U.S. Congressional funding. Since government contracts represent a significant percentage of CH2M’s revenue, government budget deficits or a significant reduction in government funding could lead to continued delays in contract awards and termination or suspension of CH2M’s existing contracts, which could have an adverse impact on CH2M’s business, financial condition and results of operations. In addition, any government shutdown or other curtailment of funding, such as the U.S. federal government shutdown in October 2013, could have an impact on CH2M’s government projects including CH2M’s ability to earn revenue on the projects already awarded, and could have an adverse impact on CH2M.

Effective March 1, 2013, the Budget Control Act of 2011 imposed a process known as sequestration to implement $1.2 trillion in automatic spending cuts effective through fiscal year 2021, subsequently extended to 2023. Under sequestration the agencies of the U.S. federal government may be required to modify or terminate contracts and substantially reduce awards of new work to companies like CH2M, which will likely impact CH2M’s ability to earn revenue on projects already awarded, win new work from U.S. federal government customers and may have an adverse impact on CH2M. In December 2015, Congress and the President enacted a two year budget agreement that removed the threat of sequestration in the U.S. federal government’s fiscal 2016 and 2017 budgets, but absent a future budget agreement, the full effect of sequestration could return in the U.S. federal government’s 2018 budget. Because some of the spending cuts under the Budget Control Act of 2011 are continuing and others could be reinstated in future years, the U.S. federal government spending limitations and reductions from sequestration may continue to affect CH2M’s operations in the foreseeable future.

Political instability in key regions around the world coupled with the U.S. federal government’s commitment to the war on terror put at risk U.S. federal discretionary spending, such as spending on infrastructure projects that are of particular importance to CH2M’s business. At the state and local levels, the need to compensate for reductions in federal matching funds, as well as financing of federal unfunded mandates, creates pressures to cut back on infrastructure project expenditures. As a result, there can be no assurances that changing U.S. government priorities and spending would not have a material adverse impact on CH2M’s business.

Government contracts present risks of termination for convenience, adjustment of payments received, restrictions on ability to compete for government work and funding constraints.

The following risks are inherent in contracts with the U.S. federal government and agencies regulated by the U.S. federal government, which represents 21% of CH2M’s total revenue for fiscal 2016:

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CH2M’s ability to secure new government contracts and CH2M’s revenue from existing government contracts could be adversely affected by any one or a combination of the factors listed above.

Many of CH2M’s projects are funded by U.S. federal, state and local governments, and if CH2M violates applicable laws governing this work, CH2M would be subject to the risk of suspension or debarment from government contracting activities, which could have a material adverse effect on CH2M’s business and results of operations.

If CH2M fails to comply with the terms of one or more of CH2M’s government contracts or adhere to the statutes and regulations that govern this type of work, or if CH2M or CH2M’s employees are indicted or convicted on criminal charges (including misdemeanors) relating to any of CH2M’s government contracts, in addition to any civil or criminal penalties and costs CH2M may incur, CH2M could be suspended or barred from government contracting activities for a period of time. Some U.S. federal and state statutes and regulations provide for automatic debarment in certain circumstances. The suspension or debarment in any particular case may be limited to the facility, contract or subsidiary involved in the violation or could be applied to CH2M’s entire enterprise in certain severe circumstances. Even a narrow scope suspension or debarment could result in negative publicity that could adversely affect CH2M’s ability to renew contracts and to secure new contracts, both with governments and private customers, which could materially and adversely affect CH2M’s business and results of operations.

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CH2M may incur additional restructuring charges in future periods.

During the third quarter of 2016, CH2M began a process to review the structure and resources within CH2M’s business segments and formulate a restructuring plan to more fully align global operations with CH2M’s client-centric strategy, including a simplified organization structure and streamlined delivery model to achieve higher levels of profitable growth. The restructuring activities have included workforce reductions and facilities consolidations. During the year ended December 30, 2016 and the six months ended June 30, 2017, CH2M incurred $42.2 million and $13.1 million of costs, respectively, for these restructuring activities, which have been included in general and administration expense on the consolidated statement of operations. These restructuring activities were substantially complete in the first quarter of 2017, and, as such, no restructuring costs were incurred during the three months ended June 30, 2017. Overall, as of June 30, 2017, CH2M incurred aggregate costs of $55.3 million in total restructuring charges under the 2016 Restructuring Plan, and CH2M expects aggregate annual cost savings of approximately $100.0 million. These restructuring activities may result in a diversion of management’s attention from ongoing business, a loss of key personnel and a loss of clients, all of which could disrupt CH2M’s operations. If these restructuring activities are not completed in a timely manner, if CH2M incurs costs that are higher than originally anticipated or if anticipated cost savings, synergies, and efficiencies are not realized, there could be a material adverse impact on CH2M’s business, financial condition, and results of operations.

The results of the United Kingdom’s referendum on a withdrawal from the European Union may have a negative effect on CH2M’s business, results of operation and financial condition.

On June 23, 2016, the United Kingdom held a referendum in which a majority of the voters elected to withdraw from the European Union, commonly referred to as “Brexit.” It is expected that the United Kingdom will exit the European Union within two years; although, the exact timeframe for such exit is unknown. Nevertheless, the referendum has created significant uncertainty about the future relationship between the United Kingdom and the European Union, and may adversely affect global economic conditions and the stability of global financial markets. Asset valuations, currency exchange rates and credit ratings may be especially subject to increased market volatility. Lack of clarity about future United Kingdom laws and regulations as the United Kingdom determines which European Union laws to replace or replicate in the event of a withdrawal could depress economic activity and restrict CH2M’s access to capital. Changes in leadership and public sector infrastructure funding could lead to cancellations, delays or changes in timing to CH2M’s current and prospective infrastructure projects in the United Kingdom. These factors, among others, could potentially materially affect CH2M’s business, results of operations and financial condition.

CH2M’s industry is highly competitive.

CH2M is engaged in a highly competitive business in which most of CH2M’s contracts with public sector clients are awarded through a competitive bidding process that places no limit on the number or type of potential service providers. The process usually begins with a government agency request for proposal that delineates the size and scope of the proposed contract. The government agency evaluates the proposals on the basis of technical merit and cost.

In both the private and public sectors, acting either as a prime contractor or as a subcontractor, CH2M may join with other firms that CH2M otherwise competes with to form a team to compete for a single contract. Because a team can often offer stronger combined qualifications than any firm standing alone, these teaming arrangements can be very important to the success of a particular contract competition or proposal. Consequently, CH2M maintains a network of relationships with other companies to form teams that compete for particular contracts and projects. Failure to maintain technical and price competitiveness, as well as failure to maintain access to strong teaming partners may adversely impact CH2M’s ability to win work.

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CH2M’s backlog is subject to unexpected adjustments and cancellations and may, therefore, be an uncertain indicator of CH2M’s future performance.

CH2M’s backlog represents the total dollar amount of revenue CH2M estimates it will earn as a result of performing work under contracts that have been awarded. CH2M cannot assure that the revenue projected in CH2M’s backlog will be realized or, if realized, will result in profits. Projects may remain in CH2M’s backlog for an extended period of time prior to project execution and, once project execution begins, it may occur unevenly over multiple periods. In addition, CH2M’s ability to earn revenue from CH2M’s backlog depends on the availability of funding for various government and private clients. Most of CH2M’s contracts with industrial clients have termination for convenience provisions. Further, even if CH2M provides services under the relevant contract, it is possible that the customer may default or otherwise refuse to pay amounts owed to CH2M. Therefore, project terminations, contract suspensions or reductions in scope, or defaults in payment may occur from time-to-time with respect to contracts reflected in CH2M’s backlog, which in turn would adversely affect the revenue and profit CH2M actually receives from contracts reflected in CH2M’s backlog. Future project cancellations and scope adjustments could further reduce the dollar amount of CH2M’s backlog and the revenue and profit that CH2M actually earns.

Backlog is not a measure defined in GAAP, and CH2M’s methodology for determining backlog may not be comparable to the methodology used by other companies in determining their backlog. The amount of backlog is not necessarily indicative of CH2M’s future earnings or cash flows.

CH2M’s inability to attract and retain professional personnel could adversely affect CH2M’s business.

CH2M’s ability to attract, retain and expand CH2M’s staff of qualified engineers and technical professionals will be an important factor in determining CH2M’s future success and growth. The market for these professionals is competitive inside and outside the U.S. CH2M lost veteran managers and engineers through the reduction in force and voluntary retirement programs CH2M initiated in 2014 and continued to date as part of CH2M’s planned restructuring activities. As some of CH2M’s existing key personnel approach retirement age, CH2M is developing and implementing proactive succession plans. If CH2M cannot attract and retain qualified personnel, or if CH2M cannot effectively implement CH2M’s succession plans, CH2M could experience a material adverse impact on CH2M’s business, financial condition, and results of operations. Since CH2M derives a significant part of CH2M’s revenue from services performed by CH2M’s professional staff, CH2M’s failure to retain and attract professional staff could adversely affect CH2M’s business by impacting CH2M’s ability to complete CH2M’s projects and secure new contracts.

CH2M faces potential liability for faulty engineering services and CH2M is subject to potential liability in other litigation, regulatory and legal proceedings.

CH2M’s engineering practice involves professional judgments regarding the planning, design, development, construction, operations and management of industrial facilities and public infrastructure projects. Because CH2M’s projects are often large and can affect many people, CH2M’s failure to make judgments and recommendations in accordance with applicable professional standards could result in large damages and, perhaps, punitive damages. Although CH2M has adopted quality control, risk management and risk avoidance programs designed to reduce potential liabilities, and carry professional liability insurance to further set off this risk, there can be no assurance that such programs will protect CH2M fully from all risks and liabilities.

CH2M is also a party to other lawsuits and other legal and regulatory proceedings that arise in the normal course of business, including employment-related claims and contractual disputes. While CH2M does not currently believe that any pending lawsuits or proceedings will have a material adverse effect on CH2M’s results of operations or financial condition, there can be no assurance that this will not be the case.

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Fluctuations in commodity prices may affect the investment decisions of CH2M’s customers and therefore subject CH2M to risks of cancellation or delays in existing work, or changes in the timing and funding of new awards.

Commodity prices can affect CH2M’s customers and may have a significant impact on the costs and profitability of CH2M’s projects. For example, for projects that CH2M performs on a guaranteed fixed price or “not to exceed” cost basis, unforeseen rising commodity prices can reduce CH2M’s profit or cause CH2M to incur a loss. Further, rising commodity prices can negatively impact the potential returns on investments for CH2M’s customers and may lead to customers deferring new investments or canceling or delaying existing projects. Some of CH2M’s customers are engaged in the production or processing of commodity products, particularly in the energy sector, and fluctuations in commodity prices can impact their business and their willingness to make new capital investments, which in turn may reduce demand for CH2M’s services. Cancellations, delays and weakness in demand for CH2M’s services in markets that are affected by commodity price fluctuations may affect CH2M’s operating results in significant and unpredictable ways and could have a material adverse impact on CH2M’s business, financial condition, and results of operations.

Changes in the level of activity in the hydrocarbon industry may adversely affect CH2M’s financial condition and results of operations.

Demand for CH2M’s oilfield services and other services CH2M provides to the hydrocarbon industry fluctuates, and depends in part on decisions by CH2M’s customers about their current and future activities and expenditures which, in turn, depend largely upon prevailing industry and market conditions that are influenced by numerous factors over which CH2M has no control, including, but not limited to:

Anticipated future prices for natural gas and crude oil are a primary factor affecting activity and expenditure levels of CH2M’s customers in the hydrocarbon industry. Lower prices or volatility in prices for oil and natural gas, as has recently occurred, typically decrease spending and drilling activity, which can cause rapid and material declines in demand for CH2M’s oilfield services and in the prices CH2M is able to charge for CH2M’s services. Worldwide political, economic, military and terrorist events, as well as natural disasters and other factors beyond CH2M’s control contribute to oil and natural gas price levels and volatility and are likely to continue to do so in the future.

CH2M could sustain losses on contracts that contain a fixed price or guaranteed maximum price provision if CH2M’s costs exceed the maximum prices.

Under fixed price contracts, CH2M agrees to deliver projects for a definite, predetermined price and under guaranteed maximum price contracts, CH2M agrees to deliver projects for a price that is capped regardless of CH2M’s actual costs incurred over the life of the project. Under cost reimbursable contracts with maximum pricing provisions, CH2M is typically compensated for the labor hours expended at agreed-upon hourly rates plus cost of materials plus any subcontractor costs used; however, there is a stated maximum compensation for the services to be provided under the contract. Many fixed-price or guaranteed maximum price contracts are for

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large industrial facilities and public infrastructure projects and present the risk that CH2M’s costs to complete a project may exceed the guaranteed maximum or fixed-price agreed upon with the client. The fees negotiated for such projects may not cover CH2M’s actual costs and desired profit margins. In addition, many of CH2M’s customers on fixed or maximum price contracts do not accept escalation clauses regarding labor or material cost increases, including commodity price increases. If CH2M’s actual costs for a maximum price project or fixed-price project are higher than CH2M expects, as has occurred in recent years, CH2M’s profit margins on the project will be reduced or CH2M could suffer a loss that could materially affect CH2M’s results of operations.

CH2M’s use of the percentage-of-completion method requires the use of estimates and changes in those estimates could result in a reduction or reversal of previously recorded revenues and profits.

The revenue for CH2M’s engineering and construction contracts is accounted for on the percentage-of-completion method of accounting. This method of accounting recognizes revenue and profit over the duration of the contract, generally based on the proportion of costs incurred to date, to the total costs expected to be incurred for the project. Revised estimates of costs and contract revenue are recorded when they are known or can otherwise be reasonably estimated. The inherent uncertainties in the estimating process make it possible for actual cost and revenue to vary materially from prior estimates, which can result in the reduction or reversal of previously recorded revenues and profits.

Environmental and other regulations and related compliance investigations may adversely impact CH2M’s project performance, expose CH2M to liability and could adversely affect CH2M’s revenue.

A substantial portion of CH2M’s business is generated either directly or indirectly as a result of laws and regulations related to environmental and other matters. In particular, CH2M’s business involves significant risks including the assessment, analysis, remediation, handling, management and disposal of hazardous substances. As a result, CH2M is subject to a variety of environmental laws and regulations governing, among other things, discharges of pollutants and hazardous substances into the air and water and the handling and disposal of hazardous waste including nuclear materials and related record keeping requirements. These laws and regulations and related investigations into CH2M’s compliance, as it pertains to facility operations and remediation of hazardous substances, can cause project delays and substantial management time commitment and may significantly add to CH2M’s costs. Violations of these environmental laws and regulations could subject CH2M to civil and criminal penalties and other liabilities, which can be very large. Although CH2M has not been subject to any material civil or criminal penalties for violations of these laws to date, CH2M has incurred costs and diverted resources to respond to reviews that have negatively impacted the profitability of some of CH2M’s projects. While the costs of these reviews have not been material to CH2M’s consolidated results of operations in the past, additional or expanded reviews or proceedings on environmental compliance, or any substantial fines or penalties, could affect CH2M’s profitability and CH2M’s stock price in the future, or could adversely affect CH2M’s ability to compete for new business. Changes in environmental regulations could affect CH2M’s business more significantly than other firms. Accordingly, a reduction in the number or scope of these laws and regulations, or changes in government policies regarding the funding, implementation or enforcement of such laws and regulations, could significantly reduce one of CH2M’s most important markets and limit CH2M’s opportunities for growth or reduce CH2M’s revenue. In addition, any effort by government agencies to reduce the role of private contractors in regulatory programs, including environmental compliance projects and department of defense projects, could have material adverse effects on CH2M’s business.

CH2M may not be successful in growing through acquisitions or integrating effectively any businesses and operations CH2M may acquire.

CH2M’s success depends in part on CH2M’s ability to continually enhance and broaden CH2M’s service offerings and CH2M’s service delivery footprint in response to changing customer demands, technology, and competitive pressures. Numerous mergers and acquisitions in CH2M’s industry have resulted in a group of larger firms that offer a full complement of single source services including studies, design, engineering, procurement,

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construction, operations, maintenance, and facility ownership. To remain competitive, CH2M may acquire new and complementary businesses to expand CH2M’s portfolio of services, add value to the projects undertaken for clients or enhance CH2M’s capital strength. CH2M does not know if it will be able to complete any future acquisitions or whether CH2M will be able to successfully integrate any acquired businesses, operate them profitably, or retain their key employees.

When suitable acquisition candidates are identified, CH2M anticipates significant competition when trying to acquire these companies, and there can be no assurance that CH2M will be able to acquire such acquisition targets at reasonable prices or on favorable terms. The Certificate of Designation also limits CH2M’s ability to conduct certain acquisitions by requiring the consent of the holders of a majority of the outstanding shares of CH2M Preferred Stock before a proposed acquisition can be approved. If CH2M cannot identify or successfully acquire suitable acquisition candidates, CH2M may not be able to successfully expand CH2M’s operations. Further, there can be no assurance that CH2M will be able to generate sufficient cash flow from an acquisition to service any indebtedness incurred to finance such acquisitions or realize any other anticipated benefits. In addition, there can be no assurance that the due diligence undertaken in connection with an acquisition will uncover all liabilities relating to the acquired business. Nor can there be any assurance that CH2M’s profitability will be improved as a result of these acquisitions. Any acquisition may involve operating risks, such as:

The success of CH2M’s joint ventures depends on the satisfactory performance by CH2M’s joint venture partners. The failure of CH2M’s joint venture partners to perform their obligations could impose on CH2M additional financial and performance obligations that could result in reduced profits or significant losses on the projects that CH2M’s joint ventures undertake.

CH2M routinely enters into joint ventures as part of CH2M’s business. The success of these joint ventures depends, in large part, on the satisfactory performance of CH2M’s joint venture partners. If CH2M’s joint venture partners fail to satisfactorily perform their joint venture obligations as a result of financial or other difficulties, the joint venture may be unable to adequately perform or deliver its contracted services. Under these circumstances, CH2M may be required to make additional investments and provide additional services to ensure the adequate performance and project delivery. These additional obligations could result in reduced profits or, in some cases, significant losses for CH2M with respect to the joint venture.

Occasionally, CH2M participates in joint ventures where CH2M is not a controlling party. In such instances CH2M may have limited control over joint venture decisions and actions, including internal controls and financial reporting, which may have an adverse impact on CH2M’s business.

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CH2M may be restricted in CH2M’s ability to access the cash flows or assets from CH2M’s subsidiaries and joint venture partners upon which CH2M is substantially dependent.

Substantially all of CH2M’s cash flows and liquidity necessary to meet CH2M’s operating expenditures and to participate in CH2M’s internal market are generated by CH2M’s subsidiaries. CH2M’s ability to access these necessary cash flows may be restricted by certain rules and regulations regarding the financial condition and operational requirements imposed on CH2M’s foreign subsidiaries that may limit CH2M’s ability to gain access to the cash flows or assets of these entities. CH2M does not manage all of these entities. Even in those joint ventures that CH2M manages, CH2M is often required to consider the interests of CH2M’s joint venture partners in connection with decisions concerning the operations of the joint ventures and distributions out of the joint ventures. CH2M’s ability to access cash flows from CH2M’s joint ventures may be restricted by certain rules and regulations imposed on CH2M’s foreign joint ventures and by joint venture arrangements that may restrict CH2M from gaining access to the cash flows or assets of these entities. As of December 30, 2016, $46.6 million of CH2M’s cash included in CH2M’s consolidated balance sheet was held in bank accounts of CH2M’s consolidated joint ventures. As of December 30, 2016, cash and cash equivalents held in CH2M’s consolidated joint ventures included $9.7 million related to an Australian fixed-price Power EPC joint venture, which is presented within current assets of discontinued operations in CH2M’s consolidated financial statements was deconsolidated in the first quarter of 2017.

CH2M’s dependence on subcontractors and equipment manufacturers could adversely affect CH2M.

CH2M relies on third-party subcontractors as well as third-party equipment manufacturers to complete CH2M’s projects. To the extent that CH2M cannot engage subcontractors or acquire equipment or materials, CH2M’s ability to complete a project in a timely fashion or at a profit may be impaired. If the amount CH2M is required to pay for these goods and services exceeds the amount CH2M has estimated in bidding for fixed price contracts, CH2M could experience losses in the performance of these contracts. In addition, if a subcontractor or a manufacturer is unable to deliver its services, equipment or materials according to the negotiated terms for any reason, including the deterioration of its financial condition, CH2M may be required to purchase the services, equipment or materials from another source at a higher price or on less favorable terms. These risks are potentially more significant in an economic downturn if financial difficulties in CH2M’s supply chain cause CH2M’s subcontractors or equipment suppliers not to be able to support the demands and schedules of CH2M’s business. This may reduce the profit CH2M expects to realize or result in a loss on a project for which the services, equipment or materials were needed.

CH2M’s defined benefit pension plans have significant deficits that may grow in the future; deficits require payments over time to meet any underfunded benefit obligations under these plans which can create volatility in CH2M’s cash flows from operations.

As a result of CH2M’s acquisition of Halcrow Group Limited, CH2M acquired defined benefit pension plans (also known as “defined benefit pension schemes”) that have significant deficits. The ongoing funding obligations for the defined benefit pension plans vary from time to time depending on actuarial assumptions outside of CH2M’s control, such as discount rates, inflation rates, plan investment returns, and life expectancy of the plan members. Additionally, certain transactions, such as the October 4, 2016 transaction to restructure the benefits provided to members of the Halcrow Pension Scheme, one of CH2M’s defined benefit pension schemes, may change CH2M’s funding obligations. In order to maintain an adequate funding position over time, CH2M continuously reviews these assumptions and mitigates these risks by working with the pension plan trustees and with actuarial and investment advisors. CH2M maintains an ongoing dialog with its pension plan trustees to negotiate a reasonable schedule for cash contributions as required by local regulations. Certain assumptions that are outside CH2M’s control, such as discount rates, inflation rates, plan investment returns or life expectancy change over time and impact the level of contributions CH2M has to make relative to the schemes. As a result, there is an inherent variability to CH2M to meet such funding obligations, which could have material adverse effects on CH2M’s financial position and/or cash flows.

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CH2M faces risks associated with CH2M’s international business.

CH2M derives a substantial portion of CH2M’s revenue from operations outside of the U.S. Conducting business abroad is subject to a variety of risks including:

While CH2M is monitoring such regulatory, geopolitical and other factors, CH2M cannot assess with certainty what impact they may have over time on CH2M’s business.

Foreign exchange risks may affect CH2M’s ability to realize a profit from certain projects.

CH2M attempts to minimize CH2M’s exposure from currency risks by denominating CH2M’s contracts in the currencies of CH2M’s expenditures, obtaining escalation provisions for projects in inflationary economies, or entering into derivative (hedging) instruments. However, these actions may not always eliminate CH2M’s currency risk exposure. Based on fluctuations in currency, the U.S. dollar value of CH2M’s backlog may from time to time increase or decrease significantly. CH2M does not enter into derivative instruments or hedging activities for speculative purposes. CH2M’s operational cash flows and cash balances may consist of different currencies at various points in time in order to execute CH2M’s project contracts globally. In addition, CH2M’s non-U.S. asset and liability balances are subject to currency fluctuations when measured period to period for financial reporting purposes in U.S. dollars.

Limitations of or modifications to, indemnification regulations of the U.S. or foreign countries could adversely affect CH2M’s business.

The Price-Anderson Nuclear Industries Indemnity Act, commonly called the Price-Anderson Act (the “PAA”), is a U.S. federal law, which, among other things, regulates radioactive materials and the nuclear energy industry, including liability and compensation in the event of nuclear related incidents. The PAA provides certain protections and indemnification to nuclear energy plant operators and U.S. Department of Energy (“DOE”) contractors. The PAA protections and indemnification apply to CH2M as part of CH2M’s services to the U.S. nuclear energy industry and DOE for new facilities, maintenance, modification, decontamination and decommissioning of nuclear energy, weapons, and research facilities. CH2M offers similar services in other jurisdictions outside the U.S., provided CH2M believes similar protections and indemnities are available, either through laws or commercial insurance. These protections and indemnifications, however, may not cover all of CH2M’s liability that could arise in the performance of these services. To the extent the PAA or other protections and indemnifications do not apply to CH2M’s services, CH2M’s business could be adversely affected because of the cost of losses associated with liability not covered by the available protections and indemnifications, or by virtue of CH2M’s loss of business because of these added costs.

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Risks associated with doing business in highly corrupt environments and employee, agent or partner misconduct or failure to comply with anti-bribery and other governmental laws could, among other things, harm CH2M’s reputation.

The global nature of CH2M’s business creates various domestic and local regulatory challenges. In select cases, CH2M’s operations include projects in developing countries and countries torn by war and conflict. Many of these countries are rated poorly by Transparency International, the independent watchdog organization for government and institutional corruption around the world. Further, CH2M’s operations outside of the U.S. are subject to the Foreign Corrupt Practices Act (“FCPA”), the United Kingdom Bribery Act 2010, and similar anti-bribery laws in other jurisdictions which generally prohibit companies and their intermediaries from paying or offering anything of value to foreign government officials for the purpose of obtaining or retaining business, or otherwise receiving discretionary favorable treatment of any kind. In addition, CH2M may be held liable for actions taken by CH2M’s local partners, subcontractors and agents even though such parties are not always subject to CH2M’s control. Any determination that CH2M has violated FCPA, the United Kingdom Bribery Act 2010, or any similar anti-bribery laws in other jurisdictions (whether directly or through acts of others, intentionally or through inadvertence) could result in sanctions that could have a material adverse effect on CH2M’s business and CH2M’s reputation and on CH2M’s ability to secure U.S. federal government and other contracts. While CH2M’s staff is trained on FCPA, the United Kingdom Bribery Act 2010, and other anti-corruption laws and CH2M has procedures and controls in place to monitor compliance, situations may arise that could potentially put CH2M in violation of these regulations and thus negatively impact CH2M’s business. In addition, CH2M is also subject to various international trade and export laws. Any misconduct, fraud, non-compliance with applicable governmental laws and regulations, or other improper activities by CH2M’s employees, agents or partners could have a significant adverse impact on CH2M’s business, financial results and reputation and could subject CH2M to criminal and civil enforcement actions.

Misconduct could also include the failure to comply with government procurement regulations, regulations regarding the protection of classified information, regulations regarding the pricing of labor and other costs in government contracts, regulations on lobbying or similar activities, regulations pertaining to the internal controls over financial reporting, environmental laws and any other applicable laws or regulations. In addition, CH2M regularly provides services that may be highly sensitive or that relate to critical national security matters; if a security breach were to occur, CH2M’s ability to procure future government contracts could be severely limited. Failure to comply with applicable laws or regulations or acts of misconduct could subject CH2M to fines and penalties, loss of security clearances, and suspension or debarment from contracting, any or all of which could harm CH2M’s reputation, reduce CH2M’s revenue and profits and subject CH2M to criminal and civil enforcement actions.

CH2M faces risks associated with working in locations where there are high security risks.

Some of CH2M’s projects are performed in locations known for their high security risks. In these high risk locations, CH2M may incur substantial security costs to maintain the safety of CH2M’s employees and work sites. Despite CH2M’s best efforts, CH2M cannot guarantee the safety of CH2M’s employees and CH2M may suffer future losses of employees and subcontractors.

CH2M faces risks associated with CH2M’s work sites and the maintenance of adequate safety standards.

Construction and maintenance sites are inherently dangerous workplaces and place CH2M’s employees in close proximity to dangers of the work site, such as mechanized equipment, moving vehicles, chemical and manufacturing process and materials. While CH2M routinely plans and implements site-specific safety programs and training for CH2M’s employees and subcontractors. CH2M’s failure to maintain and implement adequate safety standards and procedures could have a material adverse impact on CH2M’s business, financial condition and results of operations.

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CH2M’s businesses can be materially and adversely affected by severe weather.

Severe weather has in the past and can in the future create conditions that adversely affect CH2M’s ability to complete specific projects on time or without excess costs. Such adverse weather conditions may include:

CH2M typically remains obligated to perform CH2M’s services after a natural disaster unless the contract contains a force majeure clause. CH2M has force majeure clauses in the majority of CH2M’s contracts that are at the highest risk of being impacted by a force majeure, which are CH2M’s design-build, program management and EPC contracts. In addition, CH2M typically seeks and frequently obtains force majeure clauses in CH2M’s engineering and consulting contracts. If a contract contains a force majeure provision, CH2M may be able to obtain an extension of time to complete CH2M’s obligations under such contracts, but CH2M will still be subject to CH2M’s other contractual obligations in the event of such an extraordinary event. Because CH2M cannot predict the length, severity or location of any potential force majeure event, it is not possible to determine the specific effects any such event may have on CH2M. Depending on the specific circumstances of any particular force majeure event, or if CH2M is unable to react quickly such an event, CH2M’s operations may be affected significantly, CH2M’s productivity may be affected, CH2M’s ability to complete projects in accordance with CH2M’s contractual obligations may be affected and CH2M may incur increased labor and materials costs, which could have a negative impact on CH2M’s financial condition, relationships with customers or suppliers, and CH2M’s reputation.

Rising inflation and increases to interest rates and construction costs could reduce the demand for CH2M’s services as well as decrease CH2M’s profit on CH2M’s existing contracts.

Rising inflation could result in reduced demand for CH2M’s services as inflationary pressures can prompt CH2M’s public, government and commercial clients to reduce or eliminate spending. Further, increasing inflation could have an adverse impact on CH2M’s costs of operations as increasing inflation could increase the cost of certain services or products used in delivering CH2M’s services.

This risk is further heightened because in some instances CH2M may bear some or all of the risk of rising inflation in CH2M’s fixed price and guaranteed maximum price contracts which make up a significant portion of CH2M’s revenue. In addition, if CH2M expands its business into markets and geographic areas where fixed price work is more prevalent, inflation may have a larger impact on CH2M’s results of operations in the future. Therefore, increases in inflation, interest rates or construction costs could individually or collectively have a material adverse impact on CH2M’s business and financial results.

It can be difficult or expensive to obtain the insurance CH2M needs for CH2M’s business operations.

As part of CH2M’s business operations, CH2M maintains insurance both as a corporate risk management strategy and to satisfy the requirements of many of CH2M’s contracts. Insurance products go through market fluctuations and can become expensive and sometimes very difficult to obtain. CH2M works with a diversified team of insurers to reduce CH2M’s risk of available capacity. There can be no assurances, however, that CH2M can secure all necessary or appropriate insurance in the future at an affordable price for the required limits. CH2M’s failure to obtain such insurance could lead to uninsured losses that could have a material adverse effect on CH2M’s results of operations or financial condition.

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CH2M’s present assessment of the insurance market is that there is adequate capacity to cover CH2M’s insurance needs, but the cost of insurance may rise. Currently CH2M’s insurance and bonds are purchased from several of the world’s leading and financially stable providers often in layered insurance or co-surety arrangements. The built-in redundancy of such arrangements usually enables CH2M to call upon existing insurance and surety suppliers to fill gaps that may arise if other such suppliers become financially unstable, however, this may not always be the case. CH2M’s risk management personnel continuously monitor the developments in the insurance market and financial stability of the insurance providers.

The restatement of CH2M’s previously issued financial statements may lead to additional expenses, risks and uncertainties and could have a material adverse effect on CH2M’s business, results of operation and financial condition.

As discussed in an amendment to CH2M’s Form 10-K for the fiscal year ended December 25, 2015 as filed with the Securities Exchange Commission on January 19, 2017, CH2M previously restated its unaudited consolidated financial statements as of and for the quarterly periods ended June 26, 2015, September 25, 2015 and December 25, 2015. As a result of these restatements, CH2M has become subject to a number of additional costs and risks, including unanticipated costs for accounting and legal fees in connection with or related to the restatement and the remediation of CH2M’s ineffective disclosure controls and procedures and material weakness in internal control over financial reporting. In addition, the attention of CH2M’s management team has been diverted by these efforts. CH2M could be subject to additional stockholder, governmental, or other actions in connection with the restatement or other matters. Any such proceedings will, regardless of the outcome, consume management’s time and attention and may result in additional legal, accounting, insurance and other costs. If CH2M does not prevail in any such proceedings, CH2M could be required to pay substantial damages and settlement costs. In addition, the restatement and related matters could impair CH2M’s reputation or could cause CH2M’s counterparties to lose confidence in CH2M. Each of these occurrences could have a material adverse effect on CH2M’s business, results of operations and financial condition.

CH2M has identified a material weakness in its internal control over financial reporting and CH2M’s disclosure controls and procedures which could result in additional material misstatements in CH2M’s consolidated financial statements.

CH2M’s management is responsible for establishing and maintaining adequate disclosure controls and procedures and internal control over CH2M’s financial reporting. As disclosed in an amendment to CH2M’s Form 10-K for the fiscal year ended December 25, 2015, management identified a material weakness in CH2M’s internal control over financial reporting and determined CH2M’s disclosure controls and procedures were not effective as of December 25, 2015. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of CH2M’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. As disclosed in Item 9A of CH2M’s most recent Annual Report on Form 10-K, CH2M determined that this previously identified material weakness continues to affect CH2M’s internal control over financial reporting and, as a result of such material weakness, CH2M’s disclosure controls and procedures were not effective as of December 30, 2016.

CH2M has developed a remediation plan to address the material weakness in internal control over financial reporting and ineffective disclosure controls and procedures. If CH2M’s remedial measures are not effectively designed or implemented, CH2M may not be able to accurately and timely report its financial results, which could materially and adversely affect CH2M’s business, results of operations, and financial condition, require CH2M to expend significant resources to correct the weaknesses or deficiencies, harm CH2M’s reputation, impact CH2M’s ability to request the issuance of new loan advances under the CH2M Amended Credit Agreement or otherwise cause a decline in investor confidence. As a result, CH2M’s business could decline or CH2M’s ability to fund ongoing operations could be adversely affected, which would adversely affect CH2M’s liquidity and results of operations.

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Actual results could differ from the estimates and assumptions used to prepare CH2M’s financial statements.

In order to prepare financial statements in conformity with GAAP, CH2M is required to make estimates and assumptions as of the date of the financial statements which affect the reported values of CH2M’s assets, liabilities, revenue and expenses, and disclosures of contingent assets and liabilities. Any changes in CH2M’s estimates or assumptions could adversely affect CH2M’s results of operations and result in future impairment charges. Areas requiring significant estimates by CH2M include:

CH2M relies on information systems to conduct CH2M’s business, and failure to protect these systems against security breaches could adversely affect CH2M’s business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, CH2M’s business could be harmed.

Because of recent advancements in technology and well-known efforts on the part of computer hackers and cyber terrorists to breach data security of companies, CH2M faces risks associated with potential failure to adequately protect critical corporate, client, and employee data which, if released, could adversely impact CH2M’s client relationships, CH2M’s reputation, CH2M’s operational capabilities and results, and violate privacy laws and other applicable laws and regulations. As part of CH2M’s business, CH2M develops, receives and retains confidential and sensitive data about CH2M’s company and CH2M’s clients including the U.S. federal government.

In addition, as a global company, CH2M relies heavily on computer, information and communications technology and related systems in order to operate. From time to time, CH2M may be subject to systems failures, including network, software or hardware failures, whether caused by CH2M, third-party service providers, intruders or hackers, computer viruses, natural disasters, power shortages or terrorist attacks. Such failures could cause loss of data and interruptions or delays in CH2M’s or its customers’ businesses and could damage CH2M’s reputation. In addition, the failure or disruption of CH2M’s communications or utilities could cause CH2M to interrupt or suspend CH2M’s operations or otherwise adversely affect CH2M’s business. Losses that may occur as a result of any system or operational failure or disruption may cause CH2M’s actual results to differ materially from those anticipated.

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CH2M relies on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on CH2M’s information systems. However, these measures and technology may not adequately prevent security breaches. Any significant interruption or failure of CH2M’s information systems or any significant breach of security could result in the violation of privacy laws and other applicable laws and regulations, damage CH2M’s reputation and adversely affect CH2M’s business and results of operations.

Further, there is increasing public attention on the importance of cyber security relating to critical infrastructure. This creates the potential for future developments in the regulatory approach to this area, which may adversely impact CH2M’s clients and how CH2M offers its services to CH2M’s clients.

Risks Relating to CH2M Preferred Stock

The issuance of shares of CH2M Preferred Stock to Apollo has reduced the relative voting power of holders of CH2M Common Stock, may dilute the ownership of such holders and therefore negatively affect the price of CH2M Common Stock, and any additional issuance of shares of CH2M Preferred Stock in the future may increase these effects.

On June 24, 2015, CH2M sold and issued an aggregate of 3,214,400 shares of CH2M Preferred Stock to Apollo for an aggregate purchase price of approximately $200.0 million in a private placement. On April 11, 2016, CH2M sold and issued an additional 1,607,200 shares of CH2M Preferred Stock to Apollo for an aggregate purchase price of approximately $100.0 million in a second closing subject to the conditions within the Subscription Agreement. As holders of CH2M Preferred Stock are entitled to vote, on an as-converted basis, together with holders of CH2M Common Stock as a single class on all matters submitted to a vote of CH2M’s common stockholders, the issuance of CH2M Preferred Stock to Apollo has effectively reduced the relative voting power of the holders of CH2M Common Stock.

In addition, any holder of outstanding shares of CH2M Preferred Stock may elect, from time to time, to convert any or all of such holder’s shares of CH2M Preferred Stock into a number of shares of CH2M Common Stock as is determined by dividing the original issue price of $62.22 per share (the “Original Issue Price”) by a conversion price (the “Initial Conversion Price”), which initially is also $62.22 per share. Under certain circumstances set forth in CH2M’s Investor Rights Agreement with Apollo, after June 24, 2020, the Initial Conversion Price will be reduced to $52.65 or $47.86. The Initial Conversion Price is also subject to adjustments on a broad-based, weighted-average basis upon the issuance of shares of common stock or certain equivalent securities at a price per share less than the Initial Conversion Price as adjusted to date, subject to certain exclusions. Conversion of CH2M Preferred Stock to CH2M Common Stock would dilute the ownership interest of existing holders of CH2M Common Stock.

The holders of CH2M Preferred Stock may exercise influence over CH2M, including through Apollo’s ability to elect up to two members of CH2M’s Board of Directors.

As of the Record Date, the shares of CH2M Preferred Stock owned by Apollo represent approximately 17.94% of the voting rights of CH2M Common Stock, on an as-converted basis. As a result, Apollo has the ability to influence the outcome of any matter submitted for the vote of CH2M’s stockholders, including the Merger.

In addition, the Certificate of Designation grants certain consent rights to the holders of at least a majority of CH2M Preferred Stock before taking certain actions, including (a) increasing the authorized number of shares of CH2M Preferred Stock; (b) authorizing securities having rights, preferences or privileges that are senior to or on a parity with the CH2M Preferred Stock as to dividends or upon any liquidation, dissolution or winding up of CH2M, whether voluntary or involuntary, or any other transaction deemed a liquidation event pursuant to the certificate of designation (including a sale of CH2M) or increasing the authorized number of shares of any such securities; (c) amending CH2M’s restated certificate of incorporation in any way that adversely affects the rights,

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preferences or privileges of CH2M Preferred Stock; (d) conducting certain liquidation events in which the holders of CH2M Preferred Stock would receive less than $600.0 million in cash or liquid assets; (e) effecting or allowing the registration or listing on a securities exchange of any securities of CH2M other than in accordance with post-registration or post-listing restrictions on transfer of CH2M Common Stock as further described in the Certificate of Designation; (f) entering into agreements for certain acquisitions, joint ventures or investments, except, in certain circumstances, those involving amounts of $100.0 million or less; (g) entering into agreements for certain firm, fixed-price or lump-sum design-build or EPC contracts outside of CH2M’s water business group involving certain negotiated amounts; (h) entering into certain related-party transactions; (i) entering into any new line of business; (j) conducting certain repurchases of shares of capital stock in excess of negotiated pre-approved amounts set forth in the certificate of designation; (k) incurring certain debt for borrowed money in amounts that would cause CH2M’s leverage ratio to exceed 3.00:1.00 (or 3.25:1.00 for 2015); (l) increasing the number of directors on the CH2M board of directors to more than 13; and (m) under certain circumstances set forth in CH2M’s Investor Rights Agreement with Apollo, after June 24, 2020, issuing equity securities other than certain pre-approved issuances pursuant to existing plans and agreements. Apollo and any other future holders of CH2M Preferred Stock may have interests that diverge from, or even conflict with, those of CH2M’s other stockholders. For example, the holders of CH2M Preferred Stock may have an interest in directly or indirectly pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their other equity investments, even though such transactions might involve risks to CH2M.

In addition, after June 24, 2020, the rate at which dividends on the CH2M Preferred Stock accrue may increase from 7.0% to 10.0% or 15.0% if certain liquidity opportunities are not provided to Apollo on or before such date as more fully described below.

On August 1, 2017, the sole holder of CH2M Preferred Stock, Apollo, held a special meeting of the holders of CH2M Preferred Stock. At that meeting, Apollo approved CH2M’s entry into the Merger Agreement with Jacobs in accordance with clause (d) above pursuant to its contractual protective provisions set forth in the Certificate of Designation of the Series A Preferred Stock of CH2M, which consent is separate and apart from Apollo’s right to vote its shares of CH2M Preferred Stock at the CH2M Special Meeting.

In addition, for so long as Apollo continues to hold a minimum required number of the shares of CH2M Preferred Stock set forth in the Investor Rights Agreement, Apollo will have the right to designate two directors to the CH2M board of directors.

Notwithstanding the fact that all directors will be subject to fiduciary duties and applicable law, the interests of the directors appointed by Apollo may differ from the interests of CH2M’s stockholders as a whole or of CH2M’s other directors.

The CH2M Preferred Stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of CH2M’s common stockholders. Such preferential rights could adversely affect CH2M’s liquidity and financial condition and may result in the interests of the holders of CH2M Preferred Stock differing from those of CH2M’s common stockholders.

In the event of any liquidation, dissolution or winding up of CH2M, whether voluntary or involuntary, or any other transaction deemed a liquidation event pursuant to the Certificate of Designation, including a sale of CH2M (a “Liquidation”), each holder of outstanding shares of CH2M Preferred Stock will be entitled to be paid out of CH2M’s assets available for distribution to stockholders, before any payment may be made to the holders of CH2M Common Stock, an amount per share equal to the Original Issue Price, plus accrued and unpaid dividends thereon or, in the event that such Liquidation occurs before the June 24, 2020, such dividends as would have accrued on such shares through such date and are unpaid, and in each case, together with any other dividends declared and unpaid on such shares of CH2M Preferred Stock. If, upon such Liquidation, the amount that the holders of CH2M Preferred Stock would have received if all outstanding shares of CH2M Preferred Stock had been converted into shares of CH2M Common Stock immediately prior to such Liquidation would

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exceed than the amount they would receive pursuant to the preceding sentence, the holders of CH2M Preferred Stock will receive such greater amount.

Pursuant to the Certificate of Designation, dividends on CH2M Preferred Stock are cumulative and accrue quarterly, whether or not declared by the CH2M board of directors, at the rate of 5.0% per annum on the sum of the Original Issue Price plus all accrued and unpaid dividends thereon. On April 28, 2017, CH2M filed a Certificate of Amendment to the Certificate of Designation which increased the annual rate at which dividends accrue from 5% to 7% beginning April 1, 2017. After June 24, 2020, the rate at which dividends accrue may increase from 7.0% to 10.0% or 15.0% if CH2M’s stockholders do not approve a sale of CH2M which has been recommended by the CH2M board of directors or subsequently do not approve certain other actions to facilitate an initial public offering. Dividends accruing on shares of CH2M Preferred Stock prior to June 24, 2020 are not paid in cash or in kind but are added to the liquidation preference of the CH2M Preferred Stock pursuant to the Certificate of Designation. After June 24, 2020, dividends accruing on shares of CH2M Preferred Stock will be payable in cash at the election of the CH2M board of directors. In addition, under certain circumstances set forth in the Certificate of Designation, after June 24, 2020, dividends accrued on shares of CH2M Preferred Stock will be payable in cash or in kind at the election of the holders of a majority of the outstanding shares of CH2M Preferred Stock. In addition to the dividends accruing on shares of CH2M Preferred Stock described above, if CH2M declares certain dividends on CH2M Common Stock, CH2M will be required to declare and pay a dividend on the outstanding shares of CH2M Preferred Stock on a pro rata basis with the CH2M Common Stock, determined on an as-converted basis.

Pursuant to the Certificate of Designation, CH2M may redeem all shares of CH2M Preferred Stock, but no less than all shares of CH2M Preferred Stock, out of funds lawfully available for such purpose in one installment commencing at any time on or after June 24, 2018. The aggregate redemption price for the shares of CH2M Preferred Stock will be equal to the greater of (a) the fair value of such shares, as determined by an appraisal provided for in the Certificate of Designation, plus accrued and unpaid dividends on such shares, together with any other dividends declared and unpaid thereon, and (b) certain guaranteed minimum prices of up to an aggregate of $600.0 million. The CH2M Preferred Stock is not redeemable upon the election of the holders of CH2M Preferred Stock.

CH2M’s obligation to pay dividends to the holders of CH2M Preferred Stock in certain circumstances and CH2M’s potential decision to redeem the outstanding shares of CH2M Preferred Stock could impact CH2M’s liquidity and reduce the amount of cash flows available for working capital, capital expenditures, growth opportunities, acquisitions and other general corporate purposes and the repurchase of common stock on CH2M’s internal market. CH2M’s obligations to the holders of CH2M Preferred Stock could also limit CH2M’s ability to obtain additional financing or increase CH2M’s borrowing costs, which could have an adverse effect on CH2M’s financial condition.

On August 1, 2017, in connection with the execution of the Merger Agreement, Apollo entered into a voting and support agreement with Jacobs, pursuant to which Apollo, who owns 100% of the issued and outstanding CH2M Preferred Stock, has agreed to, among other things, vote in favor of the CH2M Merger Proposal and against any competing proposals.

If the Merger is consummated, 100% of the issued and outstanding CH2M Preferred Stock will be converted into Merger Consideration and the rights, preferences and privileges of the CH2M Preferred Stock will no longer be in place.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF JACOBS

Set forth below are selected consolidated historical financial data for Jacobs. The selected consolidated historical financial data presented below under the captions “Selected Statement of Operations Data” and “Selected Balance Sheet Data” for, and as of the years ended September 30, 2016 and October 2, 2015, are derived from Jacobs’ audited financial statements that are incorporated by reference into this Proxy Statement/Prospectus from Jacobs’ Annual Report on Form 10-K for the year ended September 30, 2016. The selected consolidated historical financial statement data as of and for the years ended September 26, 2014, September 27, 2013 and September 28, 2012 are derived from Jacobs’ audited financial statements for the years ended October 2, 2015, September 26, 2014 and September 27, 2013, which financial statements are not included in or incorporated by reference into this Proxy Statement/Prospectus. The selected consolidated historical financial data as of June 30, 2017 and for the nine months ended June 30, 2017 have been derived from Jacobs’ unaudited consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, which is incorporated by reference into this Proxy Statement/Prospectus. The summary selected consolidated financial data as of July 1, 2016 and for the nine months ended July 1, 2016 have been derived from Jacobs’ unaudited consolidated financial statements and related notes for the quarterly period ended July 1, 2016, which financial statements are not included in or incorporated by reference into this Proxy Statement/Prospectus. The results for the nine months ended June 30, 2017 and July 1, 2016 are not necessarily indicative of the results that may be expected for the entire fiscal year. Jacobs’ unaudited interim financial statements reflect all adjustments that management of Jacobs considers necessary for the fair presentation of Jacobs’ financial position and results of operations as of June 30, 2017 and July 1, 2016 and for the nine months ended as of June 30, 2017 and July 1, 2016 in accordance with U.S. generally accepted accounting principles (“GAAP”). Historical results are not necessarily indicative of the results that may be expected for any future period.

The financial statement data provided below is only a summary, and you should read it in conjunction with the historical consolidated financial statements of Jacobs and the related notes contained in its annual and quarterly reports and the other information that Jacobs has previously filed with the SEC and which is incorporated into this Proxy Statement/Prospectus by reference. See “Incorporation of Certain Documents by Reference” beginning on page 246 and “Where You Can Find More Information” beginning on page 247. Amounts below are presented in thousands, except per share amounts.

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Dividend Program

On December 1, 2016, Jacobs announced that its board of directors had approved the initiation of a quarterly cash dividend program. Prior to such date, Jacobs had not declared or paid a dividend during the preceding five fiscal years. A quarterly dividend of $0.15 per share of Jacobs Common Stock was paid on March 17, 2017, to Jacobs stockholders of record as of the close of business on February 17, 2017. A quarterly dividend of $0.15 per share of Jacobs Common Stock was paid on June 16, 2017, to Jacobs stockholders of record as of the close of business on May 19, 2017. A quarterly dividend of $0.15 per share of Jacobs Common Stock was paid on September 1, 2017 to Jacobs stockholders of record as of the close of business on August 4, 2017. On September 27, 2017, the board of directors of Jacobs declared a quarterly dividend of $0.15 per share of Jacobs Common Stock to be paid on November 10, 2017 to Jacobs stockholders of record as of the close of business on October 13, 2017. Future dividend payments are subject to review and approval by the Jacobs board of directors.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF CH2M

The selected CH2M financial data presented below under the captions “Selected Statement of Operations Data” and “Selected Balance Sheet Data” for, and as of the end of, each of the years in the five year period ended December 30, 2016, have been revised to reflect the presentation of our fixed-price Power EPC business as discontinued operations. CH2M’s selected financial data as of December 30, 2016 and December 25, 2015, and for each of the years in the three year period ended December 30, 2016, were derived from the consolidated financial statements which have been audited by KPMG LLP, an independent registered public accounting firm. The report thereon of KPMG LLP is included in this Proxy Statement/Prospectus. CH2M’s selected financial data as of December 31, 2014, 2013 and 2012 and for the years ended December 31, 2013 and 2012 are unaudited.

Dividend Program

CH2M has not declared or paid any cash dividends on CH2M Common Stock during the last five fiscal years. Dividends accrue on each outstanding share of CH2M Preferred Stock on the last day of March, June, September and December each year, whether or not declared, and are cumulative. Such dividends on the CH2M Preferred Stock accrued quarterly in arrears at an annual rate of 5% on the original issue price of the CH2M Preferred Stock and all accumulated and unpaid dividends accrued on the CH2M Preferred Stock to and including the quarter ending March 31, 2017. Beginning with the quarter ending June 30, 2017 such dividend on the CH2M Preferred Stock increased to an annual rate of 7% on the original issue price of the CH2M Preferred

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Stock and all accumulated and unpaid dividends accrued on the CH2M Preferred Stock. The CH2M Preferred Stock was first issued on June 24, 2015 at an original issue price of $62.22. In addition, the CH2M Amended Credit Agreement limits CH2M’s ability to declare and pay dividends, subject to compliance with the financial covenants and other restrictions set forth therein.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information presents the combination of the historical consolidated financial statements of Jacobs and CH2M adjusted to give effect to the Merger and the Financing Transactions (as defined below).

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X and gives effect to events that are (1) directly attributable to the Merger and the Financing Transactions (as defined below), (2) factually supportable and (3) with respect to the statement of earnings, expected to have a continuing impact on the combined company’s results. The unaudited pro forma condensed combined financial information and related notes have been prepared utilizing period ends that differ by fewer than 93 days, as permitted by Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of June 30, 2017 combines the unaudited consolidated balance sheets of Jacobs and CH2M as of June 30, 2017 and gives effect to the Merger and the Financing Transactions (as defined below) as if they had occurred on June 30, 2017.

The unaudited pro forma condensed combined statement of earnings for the year ended September 30, 2016 combines Jacobs’ audited consolidated statement of earnings for the fiscal year ended September 30, 2016 with CH2M’s audited consolidated statement of operations for the fiscal year ended December 30, 2016.

The unaudited pro forma condensed combined statement of earnings for the nine months ended June 30, 2017 combines Jacobs’ unaudited consolidated statement of earnings for the nine months ended June 30, 2017 with CH2M’s unaudited consolidated statement of operations for the nine months ended June 30, 2017. For purposes of the unaudited pro forma condensed combined statement of earnings for the nine months ended June 30, 2017, the historical CH2M amounts were derived by subtracting the unaudited consolidated statement of operations for the nine months ended September 30, 2016 from the audited consolidated statement of operations for the fiscal year ended December 30, 2016, and combining it with the unaudited consolidated statement of operations for the six months ended June 30, 2017. The historical results of CH2M’s fiscal quarter ended December 30, 2016 are included in the unaudited pro forma condensed combined statement of earnings for both the year ended September 30, 2016 and the nine months ended June 30, 2017. The unaudited pro forma condensed combined statements of earnings give effect to the Merger and the Financing Transactions (as defined below) as if they had occurred on October 1, 2015.

The unaudited pro forma condensed combined financial information should be read in conjunction with:

The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not necessarily indicative of the operating results that would have occurred if the Merger and the

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Financing Transactions (as defined below) had been completed as of the dates indicated, nor is it indicative of future operating results or financial position. The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the Merger, the costs to integrate the operations of Jacobs and CH2M or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The pro forma adjustments represent Jacobs and CH2M management’s best estimates and are based upon current available information and certain assumptions that Jacobs and CH2M believe are reasonable under the circumstances. The final valuation may materially change the fair values assigned to the assets and liabilities and could result in a material change to the unaudited pro forma condensed combined financial information. Refer to Note 3 of the “Notes to Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 65 for more information on the basis of preparation.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2017

See accompanying notes to unaudited pro forma condensed combined financial information.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS

FOR THE NINE MONTHS ENDED JUNE 30, 2017