Flight 74 was bound for Sydney with 212 passengers and 19 crew on-board. Some passengers reported hearing a thud which was followed by a shower of sparks and some fire inside the engine.
"It was like a dull thud and I turned to my right to see a stream of sparks flying out," said passenger Paul Irangio.
"The young men behind me said 'far out' and I wondered what they were talking about," said passenger Patricia Elphick.
The FAA calls it an uncontained engine failure. ABC7 Aviation Consultant Ron Wilson says that simply means whatever failed blew through the engine wall.
"It was remarkably calm, I was really surprised that during the whole sort of fireworks show that there was no screaming and no very obvious signs of panic" said Irangio.
"They didn't put the seatbelt signs on, they kept talking, and they just reassured us the whole way," said passenger Elizabeth Thomas.
The captain jettisoned the fuel over the ocean and came back in for the emergency landing and executed it perfectly. There were no injuries when the plane landed at 12:45 a.m.
Today, the investigation by the Federal Aviation Administration begins.
"So they will do everything, they will take the engine and basically strip it down completely. They will also look over the maintenance records of the aircraft to make sure everything was maintained properly in accordance with the regulations. Talk to the crew, talk to the people that maintain the aircraft. Do a whole investigation and try to put the pieces back together"
SFO spokesman Mike McCarron said this 747 could actually fly on two engines and the emergency landing is actually a fairly routine event.
"A couple of faces I saw, one was just of disbelief. We weren't really sure what was going on. It was like 'are you seeing what I am seeing as well?'" said Irangio.
The weary passengers were re-routed through Los Angeles, divided up on United, Delta and American Airlines. It was early morning by the time they got off the plane.
The FAA says it will not be in charge of the investigation because it's a foreign carrier.