Delaware
|
95-4081636
|
(State of incorporation)
|
(I.R.S. employer identification number)
|
|
|
155 North Lake Avenue, Pasadena, California
|
91101
|
(Address of principal executive offices)
|
(Zip code)
|
|
|
1111 South Arroyo Parkway, Pasadena, California
|
91105
|
(former address)
|
(Zip code)
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
|
|
|
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
|
|
Page No.
|
PART I
|
|
||
|
Item 1.
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
Item 2.
|
||
|
Item 3.
|
||
|
Item 4.
|
||
PART II
|
|
||
|
Item 1.
|
||
|
Item 1A.
|
||
|
Item 2
|
||
|
Item 4
|
||
|
Item 6.
|
||
|
Item 1.
|
Financial Statements.
|
|
June 28,
2013 |
|
September 28,
2012 |
||||
|
(Unaudited)
|
|
|||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,295,517
|
|
|
$
|
1,032,457
|
|
Receivables
|
2,317,917
|
|
|
2,348,892
|
|
||
Deferred income taxes
|
107,523
|
|
|
142,369
|
|
||
Prepaid expenses and other
|
79,300
|
|
|
88,359
|
|
||
Total current assets
|
3,800,257
|
|
|
3,612,077
|
|
||
Property, Equipment and Improvements, Net
|
361,266
|
|
|
331,131
|
|
||
Other Noncurrent Assets:
|
|
|
|
||||
Goodwill
|
2,015,371
|
|
|
2,010,340
|
|
||
Miscellaneous
|
872,855
|
|
|
885,885
|
|
||
Total other non-current assets
|
2,888,226
|
|
|
2,896,225
|
|
||
|
$
|
7,049,749
|
|
|
$
|
6,839,433
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Notes payable
|
$
|
12,275
|
|
|
$
|
—
|
|
Accounts payable
|
344,524
|
|
|
376,694
|
|
||
Accrued liabilities
|
1,082,571
|
|
|
1,061,969
|
|
||
Billings in excess of costs
|
289,207
|
|
|
263,275
|
|
||
Income taxes payable
|
4,746
|
|
|
45,114
|
|
||
Total current liabilities
|
1,733,323
|
|
|
1,747,052
|
|
||
Long-term Debt
|
432,701
|
|
|
528,260
|
|
||
Other Deferred Liabilities
|
761,884
|
|
|
796,338
|
|
||
Redeemable Noncontrolling Interest
|
—
|
|
|
8,894
|
|
||
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—131,409,781 shares and 129,935,881 shares, respectively
|
131,410
|
|
|
129,936
|
|
||
Additional paid-in capital
|
1,069,920
|
|
|
953,983
|
|
||
Retained earnings
|
3,190,981
|
|
|
2,920,441
|
|
||
Accumulated other comprehensive loss
|
(300,705
|
)
|
|
(281,887
|
)
|
||
Total Jacobs stockholders’ equity
|
4,091,606
|
|
|
3,722,473
|
|
||
Noncontrolling interests
|
30,235
|
|
|
36,416
|
|
||
Total Group stockholders’ equity
|
4,121,841
|
|
|
3,758,889
|
|
||
|
$
|
7,049,749
|
|
|
$
|
6,839,433
|
|
|
For the Three Months Ended
|
For the Nine Months Ended
|
||||||||||||
|
June 28,
2013 |
|
June 29,
2012 |
June 28,
2013 |
|
June 29,
2012 |
||||||||
Revenues
|
$
|
3,080,995
|
|
|
$
|
2,772,874
|
|
$
|
8,675,720
|
|
|
$
|
8,107,493
|
|
Costs and Expenses:
|
|
|
|
|
|
|
||||||||
Direct cost of contracts
|
(2,613,991
|
)
|
|
(2,339,793
|
)
|
(7,308,092
|
)
|
|
(6,827,166
|
)
|
||||
Selling, general and administrative expenses
|
(298,645
|
)
|
|
(279,715
|
)
|
(873,797
|
)
|
|
(851,871
|
)
|
||||
Operating Profit
|
168,359
|
|
|
153,366
|
|
493,831
|
|
|
428,456
|
|
||||
Other Income (Expense):
|
|
|
|
|
|
|
||||||||
Interest income
|
1,332
|
|
|
2,325
|
|
3,521
|
|
|
5,283
|
|
||||
Interest expense
|
(2,786
|
)
|
|
(2,990
|
)
|
(9,515
|
)
|
|
(9,148
|
)
|
||||
Miscellaneous income (expense), net
|
1,518
|
|
|
(1,330
|
)
|
(1,195
|
)
|
|
(1,351
|
)
|
||||
Total other income (expense), net
|
64
|
|
|
(1,995
|
)
|
(7,189
|
)
|
|
(5,216
|
)
|
||||
Earnings Before Taxes
|
168,423
|
|
|
151,371
|
|
486,642
|
|
|
423,240
|
|
||||
Income Tax Expense
|
(56,334
|
)
|
|
(50,381
|
)
|
(162,941
|
)
|
|
(143,368
|
)
|
||||
Net Earnings of the Group
|
112,089
|
|
|
100,990
|
|
323,701
|
|
|
279,872
|
|
||||
Net Income Attributable to Noncontrolling Interests
|
(3,218
|
)
|
|
(3,090
|
)
|
(11,419
|
)
|
|
(8,329
|
)
|
||||
Net Earnings Attributable to Jacobs
|
$
|
108,871
|
|
|
$
|
97,900
|
|
$
|
312,282
|
|
|
$
|
271,543
|
|
Net Earnings Per Share:
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.84
|
|
|
$
|
0.77
|
|
$
|
2.42
|
|
|
$
|
2.13
|
|
Diluted
|
$
|
0.83
|
|
|
$
|
0.76
|
|
$
|
2.39
|
|
|
$
|
2.11
|
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
||||||||||||
|
June 28,
2013 |
|
June 29,
2012 |
|
June 28,
2013 |
|
June 29,
2012 |
||||||||
Net Earnings of the Group
|
$
|
112,089
|
|
|
$
|
100,990
|
|
|
$
|
323,701
|
|
|
$
|
279,872
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
(14,828
|
)
|
|
(6,223
|
)
|
|
(38,964
|
)
|
|
15,991
|
|
||||
Gain on cash flow hedges
|
584
|
|
|
297
|
|
|
(54
|
)
|
|
1,676
|
|
||||
Change in pension liabilities
|
2,198
|
|
|
4,164
|
|
|
28,123
|
|
|
(93
|
)
|
||||
Other comprehensive income before taxes
|
(12,046
|
)
|
|
(1,762
|
)
|
|
(10,895
|
)
|
|
17,574
|
|
||||
Income Tax Benefit (Expense):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cash flow hedges
|
(211
|
)
|
|
(105
|
)
|
|
(13
|
)
|
|
(598
|
)
|
||||
Change in pension liabilities
|
(758
|
)
|
|
(1,050
|
)
|
|
(7,910
|
)
|
|
139
|
|
||||
Income Tax Expense
|
(969
|
)
|
|
(1,155
|
)
|
|
(7,923
|
)
|
|
(459
|
)
|
||||
Net Other Comprehensive Income (Loss)
|
(13,015
|
)
|
|
(2,917
|
)
|
|
(18,818
|
)
|
|
17,115
|
|
||||
Net Comprehensive Income of the Group
|
99,074
|
|
|
98,073
|
|
|
304,883
|
|
|
296,987
|
|
||||
Net Comprehensive Income Attributable to
Noncontrolling Interests
|
(3,218
|
)
|
|
(3,090
|
)
|
|
(11,419
|
)
|
|
(8,329
|
)
|
||||
Net Comprehensive Income Attributable to Jacobs
|
$
|
95,856
|
|
|
$
|
94,983
|
|
|
$
|
293,464
|
|
|
$
|
288,658
|
|
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended June 28, 2013 and June 29, 2012
(In thousands)
(Unaudited)
|
|||||||
|
June 28,
2013 |
|
June 29,
2012 |
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net earnings attributable to the Group
|
$
|
323,701
|
|
|
$
|
279,872
|
|
Adjustments to reconcile net earnings to net cash flows from operations:
|
|
|
|
||||
Depreciation and amortization:
|
|
|
|
||||
Property, equipment and improvements
|
49,828
|
|
|
43,023
|
|
||
Intangible assets
|
22,327
|
|
|
32,158
|
|
||
Stock based compensation
|
28,493
|
|
|
23,539
|
|
||
Tax deficiency (benefit) from stock based compensation
|
3,292
|
|
|
(3,753
|
)
|
||
Equity in earnings of investees, net of cash distributions
|
(11,759
|
)
|
|
(5,623
|
)
|
||
Losses on sales of assets, net
|
465
|
|
|
633
|
|
||
Change in pension plan obligations
|
(3,956
|
)
|
|
(36,137
|
)
|
||
Change in deferred compensation plans
|
(6,658
|
)
|
|
(4,644
|
)
|
||
Changes in certain assets and liabilities, excluding the effects of businesses acquired:
|
|
|
|
||||
Receivables
|
(32,551
|
)
|
|
(150,183
|
)
|
||
Prepaid expenses and other current assets
|
6,910
|
|
|
6,730
|
|
||
Accounts payable
|
(27,674
|
)
|
|
(12,724
|
)
|
||
Accrued liabilities
|
46,445
|
|
|
20,047
|
|
||
Billings in excess of costs
|
37,306
|
|
|
(34,754
|
)
|
||
Income taxes payable
|
(12,036
|
)
|
|
(1,251
|
)
|
||
Deferred income taxes
|
2,925
|
|
|
(4,501
|
)
|
||
Other deferred liabilities
|
(2,259
|
)
|
|
(5,040
|
)
|
||
Change in long-term receivables
|
12,913
|
|
|
—
|
|
||
Other, net
|
(514
|
)
|
|
(5,697
|
)
|
||
Net cash provided by operating activities
|
437,198
|
|
|
141,695
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Additions to property and equipment
|
(91,520
|
)
|
|
(70,305
|
)
|
||
Disposals of property and equipment
|
3,561
|
|
|
243
|
|
||
Change in cash related to consolidation of joint ventures
|
4,331
|
|
|
—
|
|
||
Purchases of investments
|
(7
|
)
|
|
(783
|
)
|
||
Sales of investments
|
11
|
|
|
15
|
|
||
Acquisitions of businesses, net of cash acquired
|
(22,313
|
)
|
|
(73,428
|
)
|
||
Net cash used for investing activities
|
(105,937
|
)
|
|
(144,258
|
)
|
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended June 28, 2013 and June 29, 2012
(In thousands)
(Unaudited)
(Continued)
|
|||||||
|
June 28,
2013 |
|
June 29,
2012 |
||||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from long-term borrowings
|
—
|
|
|
528,673
|
|
||
Repayments of long-term borrowings
|
(87,851
|
)
|
|
—
|
|
||
Proceeds from short-term borrowings
|
28,312
|
|
|
2,586
|
|
||
Repayments of short-term borrowings
|
(15,602
|
)
|
|
(578,101
|
)
|
||
Proceeds from issuances of common stock
|
35,227
|
|
|
33,457
|
|
||
Tax (deficiency) benefit from stock based compensation
|
(3,292
|
)
|
|
3,753
|
|
||
Distributions to noncontrolling interests
|
(7,974
|
)
|
|
(5,376
|
)
|
||
Contributions from noncontrolling interests
|
—
|
|
|
3,868
|
|
||
Net cash used for financing activities
|
(51,180
|
)
|
|
(11,140
|
)
|
||
Effect of Exchange Rate Changes
|
(17,021
|
)
|
|
6,658
|
|
||
Net Increase in Cash and Cash Equivalents
|
263,060
|
|
|
(7,045
|
)
|
||
Cash and Cash Equivalents at the Beginning of the Period
|
1,032,457
|
|
|
905,633
|
|
||
Cash and Cash Equivalents at the End of the Period
|
$
|
1,295,517
|
|
|
$
|
898,588
|
|
•
|
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.
|
|
June 28,
2013 |
|
September 28,
2012 |
||||
Components of receivables:
|
|
|
|
||||
Amounts billed
|
$
|
1,186,261
|
|
|
$
|
1,193,500
|
|
Unbilled receivables and other
|
1,086,880
|
|
|
1,110,008
|
|
||
Retentions receivable
|
44,776
|
|
|
45,384
|
|
||
Total receivables, net
|
$
|
2,317,917
|
|
|
$
|
2,348,892
|
|
Other information about receivables:
|
|
|
|
||||
Amounts due from the United States federal government,
included above, net of advanced billings
|
$
|
301,555
|
|
|
$
|
294,327
|
|
Claims receivable
|
$
|
27,835
|
|
|
$
|
26,309
|
|
|
June 28,
2013 |
|
September 28,
2012 |
||||
Land
|
$
|
22,057
|
|
|
$
|
23,786
|
|
Buildings
|
130,684
|
|
|
136,193
|
|
||
Equipment
|
517,343
|
|
|
502,568
|
|
||
Leasehold improvements
|
186,354
|
|
|
163,916
|
|
||
Construction in progress
|
27,294
|
|
|
29,595
|
|
||
|
883,732
|
|
|
856,058
|
|
||
Accumulated depreciation and amortization
|
(522,466
|
)
|
|
(524,927
|
)
|
||
|
$
|
361,266
|
|
|
$
|
331,131
|
|
|
For the Three Months Ended
|
For the Nine Months Ended
|
||||||||||||
|
June 28,
2013 |
|
June 29,
2012 |
June 28,
2013 |
|
June 29,
2012 |
||||||||
Pass-through costs included in revenues
|
$
|
674,715
|
|
|
$
|
583,136
|
|
$
|
1,794,748
|
|
|
$
|
1,699,188
|
|
|
For the Three Months Ended
|
For the Nine Months Ended
|
||||||||||||
Component:
|
June 28,
2013 |
|
June 29,
2012 |
June 28,
2013 |
|
June 29,
2012 |
||||||||
Service cost
|
$
|
10,876
|
|
|
$
|
8,704
|
|
$
|
32,895
|
|
|
$
|
26,359
|
|
Interest cost
|
17,242
|
|
|
18,531
|
|
52,331
|
|
|
55,868
|
|
||||
Expected return on plan assets
|
(19,917
|
)
|
|
(18,483
|
)
|
(60,374
|
)
|
|
(55,680
|
)
|
||||
Amortization of previously unrecognized items
|
5,223
|
|
|
4,872
|
|
15,849
|
|
|
14,614
|
|
||||
Settlement Loss
|
197
|
|
|
—
|
|
598
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
13,621
|
|
|
$
|
13,624
|
|
$
|
41,299
|
|
|
$
|
41,161
|
|
Cash contributions made during the first nine months of fiscal 2013
|
$
|
45,255
|
|
Cash contributions we expect to make during the remainder of fiscal 2013
|
10,898
|
|
|
Total
|
$
|
56,153
|
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
||||||||||||
|
June 28,
2013 |
|
June 29,
2012 |
|
June 28,
2013 |
|
June 29,
2012 |
||||||||
Amortization of Defined Benefit Items:
|
|
|
|
|
|
|
|
||||||||
Actuarial losses
|
$(4,321)
|
|
$(2,861)
|
|
$(13,147)
|
|
$(8,576)
|
||||||||
Prior service cost
|
10
|
|
|
(58
|
)
|
|
34
|
|
|
(180
|
)
|
||||
Total Before Income Tax
|
(4,311
|
)
|
|
(2,919
|
)
|
|
(13,113
|
)
|
|
(8,756
|
)
|
||||
Income Tax Benefit
|
1,237
|
|
|
864
|
|
|
3,761
|
|
|
2,591
|
|
||||
Total reclassifications after-tax
|
$
|
(3,074
|
)
|
|
$
|
(2,055
|
)
|
|
$
|
(9,352
|
)
|
|
$
|
(6,165
|
)
|
|
For the Three Months Ended
|
For the Nine Months Ended
|
||||||||
|
June 28,
2013 |
|
June 29,
2012 |
June 28,
2013 |
|
June 29,
2012 |
||||
Shares used to calculate EPS:
|
|
|
|
|
|
|
||||
Weighted average shares outstanding (denominator used to compute basic EPS)
|
129,536
|
|
|
127,922
|
|
129,094
|
|
|
127,422
|
|
Effect of stock options and restricted stock
|
1,759
|
|
|
898
|
|
1,496
|
|
|
1,082
|
|
Denominator used to compute diluted EPS
|
131,295
|
|
|
128,820
|
|
130,590
|
|
|
128,504
|
|
Antidilutive stock options and restricted stock
|
2,528
|
|
|
5,138
|
|
3,943
|
|
|
5,149
|
|
Shares of common stock issued from the exercise of stock options and the release of restricted stock
|
534
|
|
|
579
|
|
2,415
|
|
|
2,070
|
|
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 in
Management's Discussion and Analysis of Financial Condition and Results of Operations
of our 2012 Annual Report on Form 10-K ("2012 Form 10-K"), and the most current discussion of our significant accounting policies appears in Note 2—
Significant Accounting Polices
in Notes to Consolidated Financial Statements of our 2012 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 2012 audited consolidated financial statements and notes thereto included in our 2012 Form 10-K; and
|
•
|
Item 7—
Management’s Discussion and Analysis of Financial Condition and Results of Operations
included in our 2012 Form 10-K.
|
|
For the Three Months Ended
|
For the Nine Months Ended
|
||||||||||||
|
June 28,
2013 |
|
June 29,
2012 |
June 28,
2013 |
|
June 29,
2012 |
||||||||
Technical Professional Services Revenues:
|
|
|
|
|
|
|
||||||||
Project Services
|
$
|
1,542,929
|
|
|
$
|
1,450,838
|
|
$
|
4,485,570
|
|
|
$
|
4,263,250
|
|
Process, Scientific, and Systems Consulting
|
177,057
|
|
|
189,319
|
|
540,464
|
|
|
569,686
|
|
||||
Total Technical Professional Services Revenues
|
1,719,986
|
|
|
1,640,157
|
|
5,026,034
|
|
|
4,832,936
|
|
||||
Field Services Revenues:
|
|
|
|
|
|
|
||||||||
Construction
|
1,055,133
|
|
|
819,655
|
|
2,710,098
|
|
|
2,328,901
|
|
||||
Operations and Maintenance ("O&M")
|
305,876
|
|
|
313,062
|
|
939,588
|
|
|
945,656
|
|
||||
Total Field Services Revenues
|
1,361,009
|
|
|
1,132,717
|
|
3,649,686
|
|
|
3,274,557
|
|
||||
Total Revenues
|
$
|
3,080,995
|
|
|
$
|
2,772,874
|
|
$
|
8,675,720
|
|
|
$
|
8,107,493
|
|
|
For the Three Months Ended
|
For the Nine Months Ended
|
||||||||||||
|
June 28,
2013 |
|
June 29,
2012 |
June 28,
2013 |
|
June 29,
2012 |
||||||||
National Government Programs
|
$
|
553,441
|
|
|
$
|
548,583
|
|
$
|
1,681,797
|
|
|
$
|
1,658,656
|
|
Refining - Downstream
|
584,793
|
|
|
625,754
|
|
1,646,400
|
|
|
1,823,571
|
|
||||
Chemicals and Polymers
|
715,796
|
|
|
431,577
|
|
1,812,508
|
|
|
1,285,910
|
|
||||
Infrastructure
|
244,506
|
|
|
267,628
|
|
801,825
|
|
|
809,868
|
|
||||
Oil & Gas - Upstream
|
261,116
|
|
|
242,188
|
|
681,815
|
|
|
553,882
|
|
||||
Buildings
|
190,807
|
|
|
161,382
|
|
563,195
|
|
|
602,019
|
|
||||
Pharmaceuticals and Biotechnology
|
124,756
|
|
|
155,846
|
|
401,704
|
|
|
439,084
|
|
||||
Mining and Minerals
|
158,729
|
|
|
168,431
|
|
438,020
|
|
|
416,064
|
|
||||
Industrial and Other
|
247,051
|
|
|
171,485
|
|
648,456
|
|
|
518,439
|
|
||||
|
$
|
3,080,995
|
|
|
$
|
2,772,874
|
|
$
|
8,675,720
|
|
|
$
|
8,107,493
|
|
|
June 28, 2013
|
|
June 29, 2012
|
||||
Technical professional services
|
$
|
11,087.1
|
|
|
$
|
10,174.9
|
|
Field services
|
6,108.5
|
|
|
5,426.2
|
|
||
Total
|
$
|
17,195.6
|
|
|
$
|
15,601.1
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 4.
|
Mine Safety Disclosure.
|
Item 6.
|
Exhibits
|
(a)
|
Exhibits
|
|
|
|
10.1 # –
|
|
Amendment No. 2 to the Consulting Agreement between Jacobs Engineering Group Inc. and Noel G. Watson dated July 1, 2013.
|
|
|
|
10.2 # –
|
|
Employment agreement between Jacobs Engineering Group Inc. and Michael R. Tyler dated May 28, 2013.
|
|
|
|
10.3 # –
|
|
Form of Restricted Stock Unit Agreement (Performance Shares - Net Earnings Growth).
|
|
|
|
10.4 # –
|
|
Form of Restricted Stock Unit Agreement (Performance Shares - TSR).
|
|
|
|
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.
|
|
|
|
95 –
|
|
Mine Safety Disclosure.
|
|
|
|
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 1, 2013
|
|
1.
|
The Consulting Agreement shall be extended through June 30, 2014.
|
2.
|
All other terms and conditions of the Consulting Agreement shall remain unmodified and in full force and effect.
|
Noel G. Watson
|
|
Jacobs Engineering Group Inc.
|
/s/ Noel G. Watson
|
|
/s/ Craig L. Martin
|
|
|
By: Craig L. Martin, President & CEO
|
|
||
•
|
You will be eligible for participation in Jacobs' Incentive Bonus Plan, Formula Level 4 (at a current target of 84% of base salary), subject to performance and other requirements as described in the terms and conditions of the plan. For the first fiscal year (fiscal year 2013), you will be paid two-thirds of the prorated amount awarded with the balance deferred to the following year. In subsequent years, the awarded bonus will be paid over three years in equal parts as provided for in the Plan.
|
•
|
A Sign On bonus of $120,000 (subject to applicable taxes & withholdings). The first payment of $75,000 will be added to your Formula Bonus payment in December 2013 and the final payment of $45,000 will be added to your Formula Bonus in December 2014. If you voluntarily separate from Jacobs or are discharged for cause prior to June 1, 2014, you are responsible for reimbursing Jacobs the amount of this Sign On bonus.
|
•
|
A grant of 5,000 shares of Jacobs' restricted stock that will vest five years from the date of award. Specific details of this grant will be forwarded to you under separate cover after your employment date.
|
•
|
In addition, you will be eligible for future equity compensation commensurate with that granted to Senior Vice President and Group Vice Presidents each May, beginning in May 2013. All such equity awards are subject to and in accordance with the terms and conditions of the 1999 Jacobs Engineering Group Inc. Stock Incentive Plan, and subject to approval of Jacobs' Human Resource and Compensation Committee of the Board of Directors. The proposed award for 2013 is 12,000 options, 4,000 performance stock units based on net income, and 4,000 relative TSR for three year period
.
|
•
|
Accruing time off at a rate of 25 days (200 hours) per calendar year (in addition to the six US company paid holidays). All other conditions of the Jacobs Paid Time Off (PTO) policy will remain in effect
.
|
•
|
Eligibility for the Jacobs' Executive Deferral Plan for deferral of compensation, subject to requirements as described in the terms and conditions of the plan
.
|
•
|
Eligibility for relocation assistance to move your home goods from your apartment in San Jose to Southern California. If this assistance is a taxable event for you, you will be responsible to cover the necessary taxes
.
|
•
|
In the event your employment is involuntarily terminated within 24 months of your hire date for any reason other than for cause, the Company agrees to pay you a lump sum severance payment in the amount of one year's salary plus any awarded but unpaid bonus. This severance payment, if applicable, would be contingent on signing a standard full and unconditional waiver and release as well as a one-year non-compete clause. Nothing is intended to alter the at-will employment arrangement
.
|
/s/ Lori S. Sundberg
|
Lori S. Sundberg
|
Senior Vice President
|
Global Human Resources
|
/s/ Michael R. Tyler
|
|
|
|
Date: May 29, 2013
|
Michael R. Tyler
|
|
|
|
|
/s/ Michael R. Tyler
|
|
|
|
Date: May 29, 2013
|
Michael R. Tyler
|
|
|
|
|
1.
|
Restricted Stock Units
|
2.
|
Vesting, Distribution
|
(a)
|
The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement.
|
(b)
|
The number of restricted stock units earned under this Agreement shall be equal to the sum of the following (the “Earned Net Earnings Growth Restricted Stock Units”):
|
1.
|
An amount, not less than zero, equal to one-third of the Target Net Earnings Growth Restricted Stock Units multiplied by the Net Earnings Growth Performance Multiplier (as defined herein) determined based upon the growth in the Company's Net Earnings (as defined herein) over the period starting on the first day of the Company's third quarter of fiscal 2013 and ending on the last day of the Company's second quarter of fiscal 2014; plus
|
2.
|
An amount, not less than zero, equal to (A) two-thirds of the Target Net Earnings Growth Restricted Stock Units multiplied by the Net Earnings Growth Performance Multiplier determined based upon the average growth in the Company's Net Earnings over the period starting on the first day of the Company's third quarter of fiscal 2013 and ending on the last day of the Company's second quarter of fiscal 2015, minus (B) the amount determined pursuant to paragraph 2(d)(1) above; plus
|
3.
|
An amount, not less than zero, equal to (A) the Target Net Earnings Growth Restricted Stock Units multiplied by the Net Earnings Growth Performance Multiplier determined based upon the average growth in the Company's Net Earnings over the period starting on the first day of the Company's third quarter of fiscal 2013 and ending on the last day of the Company's second quarter of fiscal 2016, minus (B) the amount determined pursuant to paragraphs 2(d)(1) and 2(d)(2) above.
|
(c)
|
After the Award Date, a number of restricted stock units equal to the Earned Net Earnings Growth Restricted Stock Units will become 100% vested (referred to as “Vested Units”) on the third anniversary of the Award Date (the “Maturity Date”), provided that Employee remains continuously employed by the Company or Related Company through such Maturity Date
.
|
(d)
|
Notwithstanding anything herein to the contrary, in the event of a Change in Control, the number of Earned Net Earnings Growth Restricted Stock Units shall be determined as of the date such Change in Control is consummated, rather than the Maturity Date, with the number of Earned Net Earnings Growth Restricted Stock Units determined as set forth in Section 2(b) hereof, except that:
|
(e)
|
Except as set forth in the Plan (including Schedule B thereof the terms of which shall apply to the Award), Employee has no rights, partial or otherwise in the Award and/or any shares of Jacobs Common Stock subject thereto unless and until the Award has been earned and vested pursuant to this Section 2.
|
(f)
|
Each Vested Unit shall be settled by the delivery of one share of Common Stock (subject to adjustment under the Plan). Settlement will occur as soon as practicable following certification by the Company of the number of Earned Net Earnings Growth Restricted Stock Units and passage of the Maturity Date (or, if earlier, the date the Award becomes vested pursuant to the terms of the Plan, including Schedule B thereof), but in no event later than 30 days following the Maturity Date (or such earlier date that the Award becomes vested). No fractional shares shall be issued pursuant to this Agreement.
|
(g)
|
Neither the Award, nor any interest therein nor shares of Jacobs Common Stock payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.
|
4.
|
Status of Participant
|
5.
|
Nature of Award
|
(a)
|
The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
(b)
|
The Award of the restricted stock units hereunder is voluntary and occasional and does not create any contractual or other right to receive future Awards of restricted stock units, or any benefits in lieu of restricted stock units, even if restricted stock units have been awarded in the past;
|
(c)
|
All decisions with respect to future restricted stock unit or other awards, if any, will be at the sole discretion of the Company;
|
(d)
|
The Award and Employee's participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, or any Related Companies and shall not interfere with the ability of the Company, or any Related Company, as applicable, to terminate Employee's employment or service relationship (if any);
|
(e)
|
The Award and the shares of Jacobs Common Stock subject to the Award, the value of same, and any ultimate gain, loss, income or expense associated with the Award are not part of Employee's normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(f)
|
No claim or entitlement to compensation or damages shall arise from forfeiture of the Award for any reason, including forfeiture resulting from Employee ceasing to provide employment or other services to the Company or any Related Company (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee's employment agreement, if any), and in consideration of the Award to which Employee is otherwise not entitled, Employee irrevocably agrees never to institute or allow to be instituted on his or her behalf any claim against the Company or any of its Related Companies, waives his or her ability, if any, to bring any such claim, and releases the Company and any Related Companies
|
(a)
|
The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement.
|
(b)
|
The number of restricted stock units earned under this Agreement (the “Earned TSR Restricted Stock Units”) shall be equal to the Target TSR Restricted Stock Units multiplied by the TSR Performance Multiplier (as defined herein). The “TSR Performance Multiplier” will be determined by comparing the Company’s total stockholder return to the total stockholder return of each of the companies in the Industry Peer Group (as set forth below) over the three-year period immediately following the Award Date (the “Performance Period”). For purposes of computing total stockholder return, the beginning stock price will be the average stock price over the 30 calendar day period ending on the Award Date and the ending stock price will be the average stock price over the 30 calendar day period ending on the last day of the Performance Period. Any dividend payments over the performance period by a company will be deemed re-invested on the ex-dividend date in additional shares of the company.
|
Company TSR Rank
|
TSR Performance Multiplier
|
Below 30th percentile
|
0
|
30th percentile
|
50%
|
50th percentile
|
100%
|
70th percentile or above
|
150%
|
(a)
|
After the Award Date, a number of restricted stock units equal to the Earned TSR Restricted Stock Units will become 100% vested (referred to as “Vested Units”) on the third anniversary of the Award Date (the “Maturity Date”), provided that Employee remains continuously employed by the Company or Related Company through such Maturity Date.
|
(b)
|
Notwithstanding anything herein to the contrary, in the event of a Change in Control, the number of Earned TSR Restricted Stock Units shall be determined as of the date such Change in Control is consummated, rather than the Maturity Date, with the number of Earned TSR Restricted Stock Units determined as set forth in Section 2(b) hereof, except that: (1) if the Change in Control occurs prior to March 31, 2013, the Relative TSR Performance Multiplier will be 100%; and (2) if the Change in Control occurs upon or after March 31, 2013, the Relative TSR Performance Multiplier shall be determined pursuant to Section 2(b) based upon the Company’s total stockholder return and the total stockholder return of each of the companies in the Industry Peer Group through the date of the Change in Control (and, with respect to the Company, taking into account the consideration per share to be paid in the Change in Control transaction).
|
(c)
|
Except as set forth in the Plan (including Schedule B thereof the terms of which shall apply to the Award), Employee has no rights, partial or otherwise in the Award and/or any shares of Jacobs Common Stock subject thereto unless and until the Award has been earned and vested pursuant to this Section 2.
|
(d)
|
Each Vested Unit shall be settled by the delivery of one share of Common Stock (subject to adjustment under the Plan). Settlement will occur as soon as
|
(e)
|
Neither the Award, nor any interest therein nor shares of Jacobs Common Stock payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.
|
3.
|
Section 409A Compliance
|
4.
|
Status of
Participant
|
5.
|
Nature of
Award
|
(a)
|
The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
(b)
|
The Award of the restricted stock units hereunder is voluntary and occasional and does not create any contractual or other right to receive future Awards of restricted stock units, or any benefits in lieu of restricted stock units, even if restricted stock units have been awarded in the past;
|
(c)
|
All decisions with respect to future restricted stock unit or other awards, if any, will be at the sole discretion of the Company;
|
(d)
|
The Award and Employee’s participation in the Plan shall not create a right to
|
(e)
|
The Award and the shares of Jacobs Common Stock subject to the Award, the value of same, and any ultimate gain, loss, income or expense associated with the Award are not part of Employee’s normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(f)
|
No claim or entitlement to compensation or damages shall arise from forfeiture of the Award for any reason, including forfeiture resulting from Employee ceasing to provide employment or other services to the Company or any Related Company (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any), and in consideration of the Award to which Employee is otherwise not entitled, Employee irrevocably agrees never to institute or allow to be instituted on his or her behalf any claim against the Company or any of its Related Companies, waives his or her ability, if any, to bring any such claim, and releases the Company and any Related Companies from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Employee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 28, 2013 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 1, 2013
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 28, 2013 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 1, 2013
|
/s/ Craig L. Martin
|
Craig L. Martin
|
Chief Executive Officer
|
|
August 1, 2013
|
/s/ John W. Prosser, Jr.
|
John W. Prosser, Jr.
|
Executive Vice President,
|
Finance and Administration
|
|
August 1, 2013
|
Mine or Operating Name/MSHA
Identification Number
|
Section 104
S&S Citations
(#)
|
Section 104(b)
Orders
(#)
|
Section 104(d)
Citations and
Orders
(#)
|
Section 110(b)(2)
Violations
(#)
|
Section 107(a)
Orders
(#)
|
Total Dollar Value of MSHA Assessments Proposed
($)
|
Total Number of Mining
Related
Fatalities
(#)
|
Received Notice of Pattern of Violations Under Section 104(e)
(yes/no)
|
Received Notice of Potential to Have Pattern Under Section 104(e)
(yes/no)
|
Legal Actions Pending as of Last Day of Period
(#)
|
Legal Actions Initiated During Period
(#)
|
Legal Actions Resolved During Period
(#)
|
|||||||||
Mine ID: 0200024 1PL
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$44,939
|
—
|
|
No
|
No
|
2
|
|
1
|
|
2
|
|
Mine ID: 0203131 1PL
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
224
|
—
|
|
No
|
No
|
—
|
|
—
|
|
—
|
|
Totals
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$45,163
|
—
|
|
No
|
No
|
2
|
|
1
|
|
2
|
|