UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~ 20549

~~Washington, DC 20549~~ FORM 8-K

~~Form~~CURRENT REPORT Pursuant to Section ~~8‑K~~ 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~ of Report (Date of earliest event reported): December 13, 2017

~~PURSUANT~~CH2M TOHILL ~~SECTION~~COMPANIES, ~~13 OR 15(D)~~ LTD.

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 19, 2017

Commission File Number 000‑27261

CH2M HILL Companies, Ltd.

(Exact name of registrant as specified in its charter)

Delaware	~~93‑0549963~~	000-27261	93-0549963
(State or other jurisdiction of incorporation or organization)	~~(I.R.S. Employer Identification Number)~~	(Commission File Number)	(IRS Employer Identification Number)
9191 South Jamaica Street,Englewood, CO	80112‑5946
(Address of principal executive offices)	(Zip Code)

(303) 771‑0900

9191 South Jamaica Street
Englewood, Colorado		80112-5946
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code: (303) 771-0900

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ o

Item 85.0107 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

CH2M HILL Companies, Ltd. ~~and~~(“CH2M” ~~subsidiaries~~or (the “WeCompany”) held its Special Meeting of Stockholders on December 13, 2017 (the “~~Our~~Special Meeting”). The holders of record of shares of common stock, par value $0.01 per share, of CH2M (“Common Stock”) and shares of Series A preferred stock, par value $0.01 per share, of CH2M (“Preferred Stock”) orat the close of business on November 8, 2017 (the “~~Company~~Record Date”) iswere ~~filing~~entitled ~~this~~to ~~Exhibit~~vote 99at the Special Meeting.1 As of ~~our~~the ~~Current~~Record ~~Report~~Date, onthere ~~Form~~were ~~8-K~~24,600,078 toshares ~~retrospectively~~of ~~revise~~Common Stock and ~~reclass~~4,821,600 ~~certain~~shares ~~previously~~of ~~reported~~Preferred ~~financial~~Stock ~~information~~outstanding. ~~included~~On inthe ~~our~~Record ~~Annual~~Date, ~~Report~~the onCH2M ~~Form~~Preferred ~~10-K~~Stock ~~for~~was ~~the~~convertible ~~fiscal~~into ~~year~~5,379,140 ~~ended~~shares ~~December 30,~~of ~~2016~~Common Stock (together with the 24,600,078 ~~which~~shares ~~was~~of ~~filed~~Common ~~with~~Stock, the ~~Securities~~“Voting Stock”). Each holder of Common Stock and ~~Exchange~~Preferred ~~Commission~~Stock onis ~~March~~entitled to one (1) 7,vote ~~2017~~for each share of Common Stock and each share of Preferred Stock (~~“Original~~on ~~Filing”~~an as-converted basis), toowned ~~reflect~~as of the ~~subsequent~~Record ~~changes~~Date inat ~~reportable~~the ~~operating~~Special ~~segments~~Meeting. At ~~resulting~~the ~~from~~Special ~~the~~Meeting, ~~implementation~~29,014,149.140256 shares of Voting Stock were present or represented by proxy; therefore, a ~~new~~quorum ~~organizational~~was ~~structure~~present. CH2M’s ~~and~~stockholders voted on three proposals, all of which were approved by the ~~presentation~~requisite vote of ~~our~~the ~~fixed-price~~Company’s ~~Power~~stockholders. The ~~Engineering-Procurement-Construction~~final ~~(“EPC”)~~voting ~~business~~results asfor ~~discontinued~~the ~~operations~~proposals are set forth below.

InProposal ~~the~~1: ~~first~~To ~~quarter of 2017~~approve, wedirect ~~implemented~~and aadopt ~~new~~the ~~organizational~~Agreement ~~structure~~and toPlan ~~more~~of ~~fully align global operations with our client-centric strategy~~Merger, ~~resulting~~dated inas ~~three~~of ~~sectors: National Governments~~August 1, ~~Private~~2017, by and ~~State~~among &Jacobs ~~Local~~Engineering ~~Governments~~Group Inc. ~~Each~~, ofa ~~these~~Delaware ~~sectors~~corporation ~~has~~(“Parent”), ~~been~~Basketball ~~identified~~Merger inSub ~~2017~~Inc., as a ~~reportable~~Delaware ~~operating~~corporation ~~segment. Additionally,~~and ~~the~~a ~~termination~~wholly-owned onsubsidiary ~~January 24, 2017~~ of ~~the~~Parent ~~Australian~~(“Merger ~~fixed-price~~Sub”) ~~Power~~and ~~EPC~~CH2M ~~contract in~~ (the ~~first~~“Merger ~~quarter~~Agreement”), ofpursuant ~~2017~~to ~~resulted~~which, inupon the ~~substantial~~satisfaction ~~completion~~or ~~and~~waiver ~~discontinuation~~ of ~~our~~the ~~former~~conditions ~~Power~~to ~~EPC~~closing ~~business,~~set ~~which~~forth ~~was previously a stand-alone reportable operating segment. As a result~~therein, inMerger ~~2017~~Sub ~~the~~will ~~financial~~merge ~~position~~with and ~~results~~into ofCH2M ~~operations~~(the ~~from~~“Merger”), ~~this~~with ~~former~~CH2M ~~segment~~surviving ~~are~~the ~~reflected~~Merger ~~within our consolidated financial statements~~ as ~~amounts~~a ~~attributable~~subsidiary toof ~~discontinued~~Parent ~~operations and are excluded from~~ (the ~~amounts~~“Merger ~~attributable to continuing operations~~Proposal”).

As previously disclosed, on August 1, 2017, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), among CH2M, Jacobs Engineering Group Inc. (“Jacobs”) and Basketball Merger Sub Inc., pursuant to which Jacobs has agreed to acquire CH2M, subject to the terms and conditions of the Merger Agreement. As provided in the Merger Agreement, Jacobs is filing a registration statement on Form S-4, which will include a proxy statement of CH2M and a prospectus of Jacobs. The Form S-4 will include and incorporate by reference certain financial information of CH2M and Jacobs, as applicable, based on the combination of CH2M and Jacobs’ historical financial statements.

For		Against		Abstain
95.57%		0.98%		0.23%

~~The~~Proposal ~~rules~~2: ofTo ~~the~~approve ~~Securities and Exchange Commission require that when a registrant prepares a new registration or proxy statement that includes or incorporates by reference financial statements on or after~~ the ~~date~~adjournment aof ~~registrant reports an accounting change such as~~ the ~~changes~~Special ~~noted above~~Meeting, ~~the~~if registrant must reissue the prior period financial statements included or incorporated by reference in the registration or proxy statement to retrospectively revise and reclass such pre-event financial statements to reflect these types of changes. Accordinglynecessary, ~~we are filing this Exhibit 99.1 of our Current Report on Form 8-K~~ to ~~revise~~solicit ~~our~~additional ~~consolidated~~proxies ~~balance~~in ~~sheets~~favor as of ~~December 30, 2016 and December 25, 2015, and~~ the ~~related~~Merger ~~consolidated statements of operations~~Proposal, ~~comprehensive~~if ~~income~~there ~~(loss),~~are ~~stockholders’~~not ~~equity,~~sufficient ~~and~~votes ~~cash~~at ~~flows for each of~~ the ~~years~~time ~~in the three year period ended December 30, 2016 to reflect the subsequent changes in reportable operating segments and the presentation~~ of ~~discontinued operations as described above. Additionally, we are revising certain related Items within~~ the ~~Original~~Special ~~Filing~~Meeting to ~~reflect~~adopt the ~~subsequent~~Merger ~~changes in reportable operating segments and the presentation of discontinued operations~~Agreement.

The information included in this Exhibit 99.1 of our Current Report on Form 8-K is presented in connection with the reporting changes described above and does not otherwise amend or restate our audited consolidated financial statements, which were included in our Original Filing. This Current Report does not reflect events occurring after we filed our Original Filing and does not modify or update the disclosures therein in any way, other than to reflect the subsequent changes in reportable operating segments and the presentation of our fixed-price Power EPC business as discontinued operations as described above. Therefore, this Exhibit 99.1 of our Current Report on Form 8-K should be read in conjunction with our other filings made with the Securities and Exchange Commission, including, and subsequent to the date of the Original Filing.

For		Against		Abstain
98.25%		1.75%		0%

WeProposal ~~have~~3: ~~revised~~To ~~the~~approve ~~following~~on ~~portions~~a ofnon-binding, ~~the~~advisory ~~Original~~basis, ~~Filing~~certain tocompensation ~~reflect~~that ~~the~~will ~~revised~~or ~~reportable~~may ~~operating~~become ~~segments~~payable ~~and~~to the ~~presentation~~named executive officers of ~~discontinued~~the ~~operations:~~ Company that is based on or otherwise relates to the Merger.

PART I

For		Against		Abstain
72.42%		27.58%		0%

· Item 18.01 ~~Business~~Other Events.

~~PART~~ On II December 13, 2017, CH2M and Jacobs issued a joint press release. The joint press release announced receipt of the requisite stockholder approval for the Merger Proposal and announced the preliminary results of the elections made by CH2M stockholders regarding the form of merger consideration to be received in connection with the pending Merger. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

· Item 69.01. ~~Selected~~ Financial ~~Data~~Statements and Exhibits.

~~· Item 7~~(d) Exhibits. ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

PART IV

Exhibit No.		Description of Exhibit
99.1		Press release, dated December 13, 2017.

~~· Item 15. Exhibits and Financial Statement Schedules~~2

The revised portions of the Original Filing described above are attached as Exhibit 99.1 hereto and incorporated herein by reference. All other information in the Original Filing remains unchanged. References to the exhibits attached hereto to the Original Filing or parts thereof refer to the Original Filing, except to the extent portions of such Original Filing have been recast in Exhibit 99.1 SIGNATURES

Pursuant to ~~this~~the ~~Current~~requirements ~~Report~~of onthe ~~Form~~Securities ~~8-K,~~Exchange inAct ~~which~~of ~~case~~1934, ~~they~~as ~~refer~~amended, to the ~~applicable~~registrant ~~revised~~has ~~portion~~duly incaused ~~Exhibit~~this ~~99.1~~report to ~~this~~be ~~Current~~signed ~~Report~~ on ~~Form~~its ~~8-K~~behalf by the undersigned hereunto duly authorized.

Item 9.01 Financial Statements and Exhibits.

	CH2M HILL COMPANIES, LTD.

Dated: December 13, 2017
	/s/ Thomas M. McCoy
	Name: Thomas M. McCoy
	Title: Executive Vice President, General Counsel and Corporate Secretary

~~(d) Exhibits. The following exhibits are being filed herewith:~~ 3

ExhibitNumber	Description
23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm
99.1	Retrospective revisions to the following portions of CH2M HILL Companies, Ltd.’s Annual Report on Form 10-K for the year ended December 30, 2016, as originally filed with the Securities and Exchange Commission on March 7, 2017: Item 1. Business; Item 6. Selected Financial Data; Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Item 15. Exhibits and Financial Statement Schedules. All portions are updated to reflect the subsequent changes in reportable operating segments and the presentation of CH2M HILL Companies, Ltd.’s fixed-price Power EPC business as discontinued operations in 2017.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Interim Chief Financial Officer and Chief Accounting Officer
	CH2M Hill Companies, Ltd.
Date: September 19, 2017	By:	/s/ Gary L. McArthur Gary L. McArthurExecutive Vice President and Chief Financial Officer

Exhibit Index

ExhibitNumber	Description
23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm
99.1	Retrospective revisions to the following portions of CH2M HILL Companies, Ltd.’s Annual Report on Form 10-K for the year ended December 30, 2016, as originally filed with the Securities and Exchange Commission on March 7, 2017: Item 1. Business; Item 6. Selected Financial Data; Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Item 15. Exhibits and Financial Statement Schedules. All portions are updated to reflect the subsequent changes in reportable operating segments and the presentation of CH2M HILL Companies, Ltd.’s fixed-price Power EPC business as discontinued operations in 2017.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

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