Delaware
|
95-4081636
|
(State of incorporation)
|
(I.R.S. employer identification number)
|
|
|
1111 South Arroyo Parkway, Pasadena, California
|
91105
|
(Address of principal executive offices)
|
(Zip code)
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
|
|
|
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
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Page No.
|
PART I
|
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Item 1.
|
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||
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Item 2.
|
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Item 3.
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Item 4.
|
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PART II
|
|
||
|
Item 1.
|
||
|
Item 1A.
|
||
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Item 6.
|
||
|
Item 1.
|
Financial Statements.
|
|
June 29,
2012 |
|
September 30,
2011 |
||||
|
(Unaudited)
|
|
|||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
898,588
|
|
|
$
|
905,633
|
|
Receivables
|
2,208,374
|
|
|
2,077,494
|
|
||
Deferred income taxes
|
138,137
|
|
|
110,680
|
|
||
Prepaid expenses and other
|
60,370
|
|
|
63,546
|
|
||
Total current assets
|
3,305,469
|
|
|
3,157,353
|
|
||
Property, Equipment and Improvements, Net
|
311,311
|
|
|
284,633
|
|
||
Other Noncurrent Assets:
|
|
|
|
||||
Goodwill
|
1,993,090
|
|
|
1,745,708
|
|
||
Miscellaneous
|
872,697
|
|
|
861,734
|
|
||
Total other non-current assets
|
2,865,787
|
|
|
2,607,442
|
|
||
|
$
|
6,482,567
|
|
|
$
|
6,049,428
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Notes payable
|
$
|
1,800
|
|
|
$
|
566,031
|
|
Accounts payable
|
345,340
|
|
|
351,299
|
|
||
Accrued liabilities
|
954,762
|
|
|
837,217
|
|
||
Billings in excess of costs
|
235,674
|
|
|
276,739
|
|
||
Income taxes payable
|
33,600
|
|
|
26,759
|
|
||
Total current liabilities
|
1,571,176
|
|
|
2,058,045
|
|
||
Long-term Debt
|
510,645
|
|
|
2,042
|
|
||
Other Deferred Liabilities
|
701,867
|
|
|
665,956
|
|
||
Redeemable Noncontrolling Interest
|
8,470
|
|
|
—
|
|
||
Commitments and Contingencies
|
|
|
|
||||
Stockholders’ Equity:
|
|
|
|
||||
Capital stock:
|
|
|
|
||||
Preferred stock, $1 par value, authorized - 1,000,000 shares; issued and outstanding - none
|
—
|
|
|
—
|
|
||
Common stock, $1 par value, authorized - 240,000,000 shares; issued and outstanding—129,654,639 shares and 127,784,884 shares, respectively
|
129,655
|
|
|
127,785
|
|
||
Additional paid-in capital
|
935,148
|
|
|
858,460
|
|
||
Retained earnings
|
2,812,306
|
|
|
2,564,281
|
|
||
Accumulated other comprehensive loss
|
(220,423
|
)
|
|
(237,538
|
)
|
||
Total Jacobs stockholders’ equity
|
3,656,686
|
|
|
3,312,988
|
|
||
Noncontrolling interests
|
33,723
|
|
|
10,397
|
|
||
Total Group stockholders’ equity
|
3,690,409
|
|
|
3,323,385
|
|
||
|
$
|
6,482,567
|
|
|
$
|
6,049,428
|
|
|
For the Three Months Ended
|
For the Nine Months Ended
|
||||||||||||
|
June 29,
2012 |
|
July 1,
2011 |
June 29,
2012 |
|
July 1,
2011 |
||||||||
Revenues
|
$
|
2,772,874
|
|
|
$
|
2,744,178
|
|
$
|
8,107,493
|
|
|
$
|
7,658,369
|
|
Costs and Expenses:
|
|
|
|
|
|
|
||||||||
Direct cost of contracts
|
(2,339,793
|
)
|
|
(2,331,466
|
)
|
(6,827,166
|
)
|
|
(6,525,438
|
)
|
||||
Selling, general and administrative expenses
|
(279,715
|
)
|
|
(273,332
|
)
|
(851,871
|
)
|
|
(761,917
|
)
|
||||
Operating Profit
|
153,366
|
|
|
139,380
|
|
428,456
|
|
|
371,014
|
|
||||
Other Income (Expense):
|
|
|
|
|
|
|
||||||||
Interest income
|
2,325
|
|
|
1,317
|
|
5,283
|
|
|
3,390
|
|
||||
Interest expense
|
(2,990
|
)
|
|
(2,568
|
)
|
(9,148
|
)
|
|
(6,115
|
)
|
||||
Miscellaneous income (expense), net
|
(1,330
|
)
|
|
3,172
|
|
(1,351
|
)
|
|
3,216
|
|
||||
Total other income (expense), net
|
(1,995
|
)
|
|
1,921
|
|
(5,216
|
)
|
|
491
|
|
||||
Earnings Before Taxes
|
151,371
|
|
|
141,301
|
|
423,240
|
|
|
371,505
|
|
||||
Income Tax Expense
|
(50,381
|
)
|
|
(49,365
|
)
|
(143,368
|
)
|
|
(131,531
|
)
|
||||
Net Earnings of the Group
|
100,990
|
|
|
91,936
|
|
279,872
|
|
|
239,974
|
|
||||
Net Income Attributable to Noncontrolling Interests
|
(3,090
|
)
|
|
(1,260
|
)
|
(8,329
|
)
|
|
(3,225
|
)
|
||||
Net Earnings Attributable to Jacobs
|
$
|
97,900
|
|
|
$
|
90,676
|
|
$
|
271,543
|
|
|
$
|
236,749
|
|
Net Earnings Per Share:
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.77
|
|
|
$
|
0.72
|
|
$
|
2.13
|
|
|
$
|
1.89
|
|
Diluted
|
$
|
0.76
|
|
|
$
|
0.71
|
|
$
|
2.11
|
|
|
$
|
1.86
|
|
|
For the Three Months Ended
|
For the Nine Months Ended
|
||||||||||||
|
June 29,
2012 |
|
July 1,
2011 |
June 29,
2012 |
|
July 1,
2011 |
||||||||
Net Earnings of the Group
|
$
|
100,990
|
|
|
$
|
91,936
|
|
$
|
279,872
|
|
|
$
|
239,974
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
(6,223
|
)
|
|
(9,631
|
)
|
15,991
|
|
|
(2,573
|
)
|
||||
Gain (loss) on cash flow hedges
|
297
|
|
|
(835
|
)
|
1,676
|
|
|
1,241
|
|
||||
Change in pension liabilities
|
4,164
|
|
|
(1,892
|
)
|
(93
|
)
|
|
(8,440
|
)
|
||||
Other comprehensive income (loss) before taxes
|
(1,762
|
)
|
|
(12,358
|
)
|
17,574
|
|
|
(9,772
|
)
|
||||
Income tax (expense) benefit
|
(1,155
|
)
|
|
653
|
|
(459
|
)
|
|
(763
|
)
|
||||
Net Other Comprehensive Income (Loss)
|
(2,917
|
)
|
|
(11,705
|
)
|
17,115
|
|
|
(10,535
|
)
|
||||
Net Comprehensive Income of the Group
|
98,073
|
|
|
80,231
|
|
296,987
|
|
|
229,439
|
|
||||
Net Comprehensive Income Attributable to
Noncontrolling Interests
|
(3,090
|
)
|
|
(1,260
|
)
|
(8,329
|
)
|
|
(3,225
|
)
|
||||
Net Comprehensive Income Attributable to Jacobs
|
$
|
94,983
|
|
|
$
|
78,971
|
|
$
|
288,658
|
|
|
$
|
226,214
|
|
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended June 29, 2012 and July 1, 2011
(In thousands)
(Unaudited)
|
|||||||
|
June 29,
2012 |
|
July 1,
2011 |
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net earnings attributable to the Group
|
$
|
279,872
|
|
|
$
|
239,974
|
|
Adjustments to reconcile net earnings to net cash flows from operations:
|
|
|
|
||||
Depreciation and amortization:
|
|
|
|
||||
Property, equipment and improvements
|
43,023
|
|
|
42,650
|
|
||
Intangible assets
|
32,158
|
|
|
26,493
|
|
||
Stock based compensation
|
23,539
|
|
|
20,843
|
|
||
Excess tax benefits from stock based compensation
|
(3,753
|
)
|
|
(6,764
|
)
|
||
Equity in earnings of investees, net of cash distributions
|
(5,623
|
)
|
|
(5,969
|
)
|
||
Losses (gains) on sales of assets, net
|
633
|
|
|
(580
|
)
|
||
Change in pension plan obligations
|
(36,137
|
)
|
|
(24,973
|
)
|
||
Change in deferred compensation plans
|
(4,644
|
)
|
|
(2,659
|
)
|
||
Changes in certain assets and liabilities, excluding the effects of businesses acquired:
|
|
|
|
||||
Receivables
|
(150,183
|
)
|
|
(255,607
|
)
|
||
Prepaid expenses and other current assets
|
6,730
|
|
|
(5,448
|
)
|
||
Accounts payable
|
(12,724
|
)
|
|
(43,231
|
)
|
||
Accrued liabilities
|
20,047
|
|
|
112,056
|
|
||
Billings in excess of costs
|
(34,754
|
)
|
|
9,807
|
|
||
Income taxes payable
|
(1,251
|
)
|
|
21,053
|
|
||
Deferred income taxes
|
(4,501
|
)
|
|
69
|
|
||
Other deferred liabilities
|
(5,040
|
)
|
|
3,711
|
|
||
Other, net
|
(5,697
|
)
|
|
(7,236
|
)
|
||
Net cash provided by operating activities
|
141,695
|
|
|
124,189
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Additions to property and equipment
|
(70,305
|
)
|
|
(83,571
|
)
|
||
Disposals of property and equipment
|
243
|
|
|
3,059
|
|
||
Purchases of investments
|
(783
|
)
|
|
(354
|
)
|
||
Sales of investments
|
15
|
|
|
4,683
|
|
||
Acquisitions of businesses, net of cash acquired
|
(73,428
|
)
|
|
(710,837
|
)
|
||
Other, net
|
—
|
|
|
4,010
|
|
||
Net cash used for investing activities
|
(144,258
|
)
|
|
(783,010
|
)
|
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended June 29, 2012 and July 1, 2011
(In thousands)
(Unaudited)
(Continued)
|
|||||||
|
June 29,
2012 |
|
July 1,
2011 |
||||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from long-term borrowings
|
528,673
|
|
|
825,618
|
|
||
Repayments of long-term borrowings
|
—
|
|
|
(238,773
|
)
|
||
Proceeds from short-term borrowings
|
2,586
|
|
|
9,972
|
|
||
Repayments of short-term borrowings
|
(578,101
|
)
|
|
(138,452
|
)
|
||
Proceeds from issuances of common stock
|
33,457
|
|
|
36,166
|
|
||
Excess tax benefits from stock based compensation
|
3,753
|
|
|
6,764
|
|
||
Dividends paid to noncontrolling interests
|
(5,376
|
)
|
|
—
|
|
||
Contributions from noncontrolling interests
|
3,868
|
|
|
—
|
|
||
Net cash (used for) provided by financing activities
|
(11,140
|
)
|
|
501,295
|
|
||
Effect of Exchange Rate Changes
|
6,658
|
|
|
(7,497
|
)
|
||
Net Decrease in Cash and Cash Equivalents
|
(7,045
|
)
|
|
(165,023
|
)
|
||
Cash and Cash Equivalents at the Beginning of the Period
|
905,633
|
|
|
938,842
|
|
||
Cash and Cash Equivalents at the End of the Period
|
$
|
898,588
|
|
|
$
|
773,819
|
|
•
|
References herein to “Jacobs” are to Jacobs Engineering Group Inc. and its predecessors;
|
•
|
References herein to the “Company,” “we,” “us” or “our” are to Jacobs Engineering Group Inc. and its consolidated subsidiaries; and
|
•
|
References herein to the “Group” are to the combined economic interests and activities of the Company and the persons and entities holding noncontrolling interests in our consolidated subsidiaries.
|
Assets:
|
|
||
Cash and cash equivalents
|
$
|
329,689
|
|
Receivables and other current assets
|
162,192
|
|
|
Property and equipment, and other assets
|
115,490
|
|
|
Total assets
|
607,371
|
|
|
|
|
||
Liabilities:
|
|
||
Current liabilities
|
290,783
|
|
|
Long-term liabilities
|
22,534
|
|
|
Total liabilities
|
313,317
|
|
|
Net assets acquired
|
$
|
294,054
|
|
Customer relationships / backlog
|
$
|
136,000
|
|
Technology
|
23,000
|
|
|
|
$
|
159,000
|
|
Purchase price
|
$
|
910,000
|
|
Amount assigned to net assets acquired
|
(294,054
|
)
|
|
Amount assigned to intangible assets
|
(159,000
|
)
|
|
Deferred taxes related to intangible assets
|
55,000
|
|
|
Goodwill recognized
|
$
|
511,946
|
|
|
June 29,
2012 |
|
September 30,
2011 |
||||
Components of receivables:
|
|
|
|
||||
Amounts billed
|
$
|
1,129,415
|
|
|
$
|
1,016,792
|
|
Unbilled receivables and other
|
1,030,918
|
|
|
996,516
|
|
||
Retentions receivable
|
48,041
|
|
|
64,186
|
|
||
Total receivables, net
|
$
|
2,208,374
|
|
|
$
|
2,077,494
|
|
Other information about receivables:
|
|
|
|
||||
Amounts due from the United States federal government,
included above, net of advanced billings
|
$
|
288,790
|
|
|
$
|
288,165
|
|
Claims receivable
|
$
|
19,827
|
|
|
$
|
14,712
|
|
|
June 29,
2012 |
|
September 30,
2011 |
||||
Land
|
$
|
23,239
|
|
|
$
|
23,542
|
|
Buildings
|
133,867
|
|
|
136,161
|
|
||
Equipment
|
487,601
|
|
|
446,628
|
|
||
Leasehold improvements
|
156,272
|
|
|
144,903
|
|
||
Construction in progress
|
21,506
|
|
|
10,046
|
|
||
|
822,485
|
|
|
761,280
|
|
||
Accumulated depreciation and amortization
|
(511,174
|
)
|
|
(476,647
|
)
|
||
|
$
|
311,311
|
|
|
$
|
284,633
|
|
|
For the Three Months Ended
|
For the Nine Months Ended
|
||||||||||||
|
June 29,
2012 |
|
July 1,
2011 |
June 29,
2012 |
|
July 1,
2011 |
||||||||
Pass-through costs included in revenues
|
$
|
583,136
|
|
|
$
|
486,010
|
|
$
|
1,699,188
|
|
|
$
|
1,561,858
|
|
|
For the Three Months Ended
|
For the Nine Months Ended
|
||||||||||||
Component:
|
June 29,
2012 |
|
July 1,
2011 |
June 29,
2012 |
|
July 1,
2011 |
||||||||
Service cost
|
$
|
8,704
|
|
|
$
|
7,665
|
|
$
|
26,359
|
|
|
$
|
22,337
|
|
Interest cost
|
18,531
|
|
|
15,310
|
|
55,868
|
|
|
44,953
|
|
||||
Expected return on plan assets
|
(18,483
|
)
|
|
(14,815
|
)
|
(55,680
|
)
|
|
(43,568
|
)
|
||||
Amortization of previously unrecognized items
|
4,872
|
|
|
4,193
|
|
14,614
|
|
|
12,357
|
|
||||
Net periodic benefit cost
|
$
|
13,624
|
|
|
$
|
12,353
|
|
$
|
41,161
|
|
|
$
|
36,079
|
|
Cash contributions made during the first nine months of fiscal 2012
|
$
|
77,298
|
|
Cash contributions we expect to make during the remainder of fiscal 2012
|
10,699
|
|
|
Total
|
$
|
87,997
|
|
|
For the Three Months Ended
|
For the Nine Months Ended
|
||||||||
|
June 29,
2012 |
|
July 1,
2011 |
June 29,
2012 |
|
July 1,
2011 |
||||
Shares used to calculate EPS:
|
|
|
|
|
|
|
||||
Weighted average shares outstanding (denominator used to compute basic EPS)
|
127,922
|
|
|
125,903
|
|
127,422
|
|
|
125,438
|
|
Effect of stock options and restricted stock
|
898
|
|
|
1,675
|
|
1,082
|
|
|
1,792
|
|
Denominator used to compute diluted EPS
|
128,820
|
|
|
127,578
|
|
128,504
|
|
|
127,230
|
|
Antidilutive stock options and restricted stock
|
5,138
|
|
|
3,045
|
|
5,149
|
|
|
3,681
|
|
Shares of common stock issued from the exercise of stock options and the release of restricted stock
|
579
|
|
|
928
|
|
2,070
|
|
|
2,000
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
The discussion of the critical and significant accounting policies used by the Company in preparing its consolidated financial statements (the most current discussion of our critical accounting policies appears on pages 36 through 39 of our 2011 Annual Report on Form 10-K (the “2011 Form 10-K”), and the most current discussion of our significant accounting policies appears on pages F-8 through F-15 of our 2011 Form 10-K), as well as the discussion of any new accounting standards issued, which is included in the Notes to Consolidated Financial Statements of this Form 10-Q;
|
•
|
The Company’s fiscal 2011 audited consolidated financial statements and notes thereto included in its 2011 Form 10-K (beginning on page F-1 thereto); and
|
•
|
Item 7—
Management’s Discussion and Analysis of Financial Condition and Results of Operations
included in our 2011 Form 10-K (beginning on page 36 thereto).
|
|
For the Three Months Ended
|
For the Nine Months Ended
|
||||||||||||
|
June 29,
2012 |
|
July 1,
2011 |
June 29,
2012 |
|
July 1,
2011 |
||||||||
Technical Professional Services Revenues:
|
|
|
|
|
|
|
||||||||
Project Services
|
$
|
1,450,838
|
|
|
$
|
1,387,872
|
|
$
|
4,263,250
|
|
|
$
|
3,686,238
|
|
Process, Scientific, and Systems Consulting
|
189,319
|
|
|
205,644
|
|
569,686
|
|
|
603,305
|
|
||||
Total Technical Professional Services Revenues
|
1,640,157
|
|
|
1,593,516
|
|
4,832,936
|
|
|
4,289,543
|
|
||||
Field Services Revenues:
|
|
|
|
|
|
|
||||||||
Construction
|
819,655
|
|
|
804,406
|
|
2,328,901
|
|
|
2,336,260
|
|
||||
Operations and Maintenance (“O&M”)
|
313,062
|
|
|
346,256
|
|
945,656
|
|
|
1,032,566
|
|
||||
Total Field Services Revenues
|
1,132,717
|
|
|
1,150,662
|
|
3,274,557
|
|
|
3,368,826
|
|
||||
Total Revenues
|
$
|
2,772,874
|
|
|
$
|
2,744,178
|
|
$
|
8,107,493
|
|
|
$
|
7,658,369
|
|
|
For the Three Months Ended
|
For the Nine Months Ended
|
||||||||||||
|
June 29,
2012 |
|
July 1,
2011 |
June 29,
2012 |
|
July 1,
2011 |
||||||||
Refining - Downstream
|
$
|
625,754
|
|
|
$
|
531,886
|
|
$
|
1,823,571
|
|
|
$
|
1,634,795
|
|
National Government Programs
|
548,583
|
|
|
556,154
|
|
1,658,656
|
|
|
1,714,590
|
|
||||
Chemicals and Polymers
|
431,577
|
|
|
421,131
|
|
1,285,910
|
|
|
1,009,220
|
|
||||
Infrastructure
|
267,628
|
|
|
346,644
|
|
809,868
|
|
|
994,868
|
|
||||
Buildings
|
161,382
|
|
|
207,186
|
|
602,019
|
|
|
675,065
|
|
||||
Oil & Gas - Upstream
|
242,188
|
|
|
251,594
|
|
553,882
|
|
|
567,883
|
|
||||
Mining and Minerals
|
168,431
|
|
|
159,040
|
|
416,064
|
|
|
295,154
|
|
||||
Pharmaceuticals and Biotechnology
|
155,846
|
|
|
100,953
|
|
439,084
|
|
|
287,162
|
|
||||
Industrial and other
|
171,485
|
|
|
169,590
|
|
518,439
|
|
|
479,632
|
|
||||
|
$
|
2,772,874
|
|
|
$
|
2,744,178
|
|
$
|
8,107,493
|
|
|
$
|
7,658,369
|
|
|
June 29,
2012 |
|
July 1, 2011
|
||||
Technical professional services
|
$
|
10,174.9
|
|
|
$
|
8,666.3
|
|
Field services
|
5,426.2
|
|
|
5,335.6
|
|
||
Total
|
$
|
15,601.1
|
|
|
$
|
14,001.9
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
Item 6.
|
Exhibits
|
(a)
|
Exhibits
|
|
|
|
10.1 –
|
|
Form of Indemnification Agreement entered into between the Registrant and certain of its officers and directors.
|
|
|
|
31.1 –
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2 –
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1 –
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2 –
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
By:
|
/s/ John W. Prosser, Jr.
|
|
|
John W. Prosser, Jr.
|
|
|
Executive Vice President
|
|
|
Finance and Administration
|
|
|
and Treasurer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
Date: August 2, 2012
|
|
1.
|
Certain Definitions
.
|
2.
|
Indemnification
|
6.
|
Expenses; Indemnification Procedure.
|
8.
|
Additional Indemnification Rights; Nonexclusivity.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 29, 2012 of Jacobs Engineering Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Craig L. Martin
|
Craig L. Martin
|
Chief Executive Officer
|
|
August 2, 2012
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 29, 2012 of Jacobs Engineering Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ John W. Prosser Jr.
|
John W. Prosser, Jr.
|
Chief Financial Officer
|
|
August 2, 2012
|
/s/ Craig L. Martin
|
Craig L. Martin
|
Chief Executive Officer
|
|
August 2, 2012
|
/s/ John W. Prosser, Jr.
|
John W. Prosser, Jr.
|
Executive Vice President,
|
Finance and Administration
|
|
August 2, 2012
|