|
|
|
Delaware
|
|
95-4081636
|
State of incorporation
|
|
IRS Employer
identification number
|
|
|
|
155 North Lake Avenue
Pasadena, California 91101
|
|
(626) 578-3500
|
Address of principal executive offices
|
|
Telephone number (including area code)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $1 par value
|
|
New York Stock Exchange
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
Item
|
|
|
Page No.
|
|
|
|
|
|
Item 1.
|
||
|
Item 1A.
|
||
|
Item 1B.
|
||
|
Item 2.
|
||
|
Item 3.
|
||
|
Item 4.
|
||
|
|
|
|
|
|
|
|
|
Item 5.
|
||
|
Item 6.
|
||
|
Item 7.
|
||
|
Item 7A.
|
||
|
Item 8.
|
||
|
Item 9.
|
||
|
Item 9A.
|
||
|
Item 9B.
|
||
|
|
|
|
|
|
|
|
|
Item 10.
|
||
|
Item 11.
|
||
|
Item 12.
|
||
|
Item 13.
|
||
|
Item 14.
|
||
|
|
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|
|
|
|
|
|
Item 15.
|
||
|
|
Item 1.
|
BUSINESS
|
•
|
Project Services (including engineering, design, architecture, interiors, planning, environmental, and similar services);
|
•
|
Process, Scientific, and Systems Consulting Services (including services performed in connection with scientific testing, analysis, and consulting activities, as well as information technology and systems engineering and integration activities);
|
•
|
Construction Services (encompassing traditional field construction services as well as modular construction activities, direct hire construction, and construction management services); and
|
•
|
Operations and Maintenance Services (including services performed in connection with operating large, complex facilities on behalf of clients, as well as services involving process plant and facilities maintenance).
|
•
|
Oil and gas exploration, production, and refining;
|
•
|
Chemicals and polymers;
|
•
|
Programs for various national governments, including aerospace, defense, and environmental programs;
|
•
|
Buildings (including specialized buildings for clients operating in the fields of healthcare, education, and high technology; governmental complexes; other specialized civic and mission critical buildings, installations, and laboratories; and retail and commercial buildings);
|
•
|
Infrastructure and telecommunications;
|
•
|
Mining and minerals;
|
•
|
Pharmaceuticals and biotechnology;
|
•
|
Power;
|
•
|
Pulp and paper;
|
•
|
Technology and manufacturing; and,
|
•
|
Food and consumer products, among others.
|
•
|
People are our greatest asset;
|
•
|
We are relationship-based; and
|
•
|
Growth is an imperative.
|
•
|
Sustainable development is a corporate priority;
|
•
|
We seek broad, deep, differentiated capabilities and services;
|
•
|
Sustainable development is integrated into our business;
|
•
|
Training and education are important;
|
•
|
Our facilities and operations follow sustainable principles;
|
•
|
We contribute to the common effort for sustainability; and
|
•
|
We are open and transparent.
|
•
|
On July 1, 2014, the Company acquired Federal Network Systems ("FNS"), a subsidiary of Verizon Communications headquartered in Ashburn, Virginia. FNS provides systems integration and communication, information technology and data security solutions for the global market; with particular focus on supporting the Intelligence Community, the U.S. Department of Defense ("DoD"), and federal civilian customers. FNS designs, integrates, secures, operates and maintains highly complex mission critical voice, data and video networks.
|
•
|
On February 7, 2014, the Company acquired Eagleton Engineering, LLC ("Eagleton") headquartered in Houston, Texas. The acquisition enhances the Company's capabilities in midstream and upstream pipeline engineering, design and field surveying services. Eagleton specializes in pipeline engineering, primarily providing professional services and resources to the oil, gas and petrochemical industries. The firm’s services cover the full life cycle of project planning and delivery, from conceptual studies and design to full turnkey engineering, procurement and construction solutions and operational support.
|
•
|
On January 7, 2014, the Company acquired the assets of FMHC Corporation ("FMHC") headquartered in Chicago, Ill. This acquisition enhances the Company's capabilities turnkey wireless communications site
|
•
|
On December 20, 2013, the Company acquired the stock of Stobbarts Limited, a construction firm based in West Cumbria, United Kingdom. The acquisition enhances the Company's capabilities in nuclear, decommissioning, construction and civil engineering.
|
•
|
On December 13, 2013, the Company acquired all of the outstanding interests in Sinclair Knight Merz Management Pty Limited and Sinclair Knight Merz Holdings Limited (collectively, "SKM"), a provider of engineering, design, procurement, construction and project management services, from the SKM shareholders. Due to its size and complexities, more information about the SKM acquisition is provided throughout this report.
|
•
|
On November 22, 2013, the Company acquired certain assets and liabilities of MARMAC Field Services, Inc. ("MARMAC") headquartered in Costa Mesa, California. The acquisition enhances the Company's capabilities in pipeline engineering and design services; both geographically and by adding additional capabilities to serve the utility and gas industries.
|
•
|
On October 18, 2013, the Company acquired an 45% interest in Guimar Engenharia, a privately held engineering services and project management/construction management ("PMCM") company based in Rio de Janeiro, Brazil. The acquisition represents Jacobs’ first significant investment in Brazil. Guimar has a broad client base and operations throughout Brazil, where it is a leading provider of PMCM services for clients in the pulp and paper, petroleum, chemicals, food and beverage, mining and minerals, building and infrastructure industries.
|
•
|
On October 14, 2013, the Company acquired substantially all the assets and liabilities of the Trompeter Group. This acquisition enhances the Company's capabilities in advanced engineering services, maintenance support, technical training services, and contingent workforce services to the automotive manufacturing industry. The business is headquartered in Detroit, Michigan.
|
•
|
On August 30, 2013, the Company's South African joint venture, Jacobs Matasis (Proprietary) Limited, acquired Ilitha Projects and Ilitha Staffing. Ilitha Projects provides management and Engineering, Procurement, Construction and Management (EPCM) services to clients in a broad range of market sectors, including oil and gas, refining, chemicals, power, nuclear, marine mining and metals. Ilitha Staffing supplies technical contract staff sourcing and management services with a strong emphasis on integration with the client’s culture and business practices.
|
•
|
Commencing on June 6, 2013, and through the end of fiscal 2014, the Company acquired further ownership interests in Consulting Engineering Services (India) Private Limited (“CES”), an infrastructure and civil engineering company headquartered in Delhi, India. During the fiscal year 2014, we acquired an additional 24.6% interest in CES bringing our ownership interest in CES, to 94.6%. CES provides a range of solutions in infrastructure development, planning, engineering, and construction management.
|
•
|
On May 28, 2013, we acquired Compass Technology Services, Inc. ("Compass"), headquartered in Atlanta, Georgia. Compass is a provider of telecommunications professional and field services in the Southeastern U.S. and enhances the Company's capabilities in wireless telecommunications infrastructure design and construction.
|
•
|
In August 2012, we acquired a consulting project management business based in Sydney, Australia. The primary purpose of this acquisition was to expand our geographic presence and grow our infrastructure business in Australia.
|
•
|
In December 2011, we acquired Unique World Pty Ltd., headquartered in Sydney, Australia. Unique World is an information management and knowledge management consultancy specializing in enabling technologies such as collaboration, business process automation, business intelligence, intranets, and portals. Unique World expands the Company's capabilities in Australia to include such information technology ("IT") services, as well as expanding the client base to which we can offer these services.
|
•
|
In November 2011, we acquired KlingStubbins, Inc., a 500-person firm headquartered in Philadelphia, Pennsylvania, USA, with offices located throughout the U.S. and China. KlingStubbins provides professional services in the areas of architecture, engineering, interiors, planning, and landscape architecture. The markets served by KlingStubbins include corporate/commercial, governmental, science and technology, higher education, mission critical, and interiors.
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Project Services
|
|
$
|
6,576,004
|
|
|
$
|
5,977,917
|
|
|
$
|
5,693,419
|
|
|
$
|
5,070,575
|
|
|
$
|
4,224,898
|
|
Process, Scientific, and Systems Consulting
|
|
758,957
|
|
|
705,694
|
|
|
772,031
|
|
|
815,561
|
|
|
888,405
|
|
|||||
Construction
|
|
4,138,729
|
|
|
3,825,878
|
|
|
3,145,311
|
|
|
3,060,820
|
|
|
3,722,101
|
|
|||||
Operations and Maintenance (“O&M”)
|
|
1,221,467
|
|
|
1,308,887
|
|
|
1,283,017
|
|
|
1,434,708
|
|
|
1,080,113
|
|
|||||
|
|
$
|
12,695,157
|
|
|
$
|
11,818,376
|
|
|
$
|
10,893,778
|
|
|
$
|
10,381,664
|
|
|
$
|
9,915,517
|
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Chemicals and Polymers
|
|
$
|
2,985,352
|
|
|
$
|
2,391,144
|
|
|
$
|
1,704,723
|
|
|
$
|
1,461,125
|
|
|
$
|
1,203,373
|
|
Refining – Downstream
|
|
2,239,343
|
|
|
2,337,387
|
|
|
2,379,750
|
|
|
2,256,092
|
|
|
2,876,059
|
|
|||||
National Government Programs
|
|
2,282,116
|
|
|
2,284,533
|
|
|
2,272,611
|
|
|
2,313,240
|
|
|
2,314,548
|
|
|||||
Infrastructure
|
|
1,361,574
|
|
|
1,015,864
|
|
|
1,085,649
|
|
|
1,219,633
|
|
|
938,978
|
|
|||||
Mining & Minerals
|
|
918,608
|
|
|
712,320
|
|
|
550,134
|
|
|
449,194
|
|
|
26,161
|
|
|||||
Oil & Gas – Upstream
|
|
863,344
|
|
|
915,478
|
|
|
790,546
|
|
|
753,471
|
|
|
559,492
|
|
|||||
Buildings
|
|
834,122
|
|
|
738,404
|
|
|
843,938
|
|
|
893,528
|
|
|
869,248
|
|
|||||
Industrial and Other
|
|
758,036
|
|
|
899,756
|
|
|
690,124
|
|
|
630,694
|
|
|
537,863
|
|
|||||
Pharmaceuticals and Biotechnology
|
|
452,662
|
|
|
523,490
|
|
|
576,303
|
|
|
404,687
|
|
|
589,795
|
|
|||||
|
|
$
|
12,695,157
|
|
|
$
|
11,818,376
|
|
|
$
|
10,893,778
|
|
|
$
|
10,381,664
|
|
|
$
|
9,915,517
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||
17.8
|
%
|
|
19.9
|
%
|
|
22.1
|
%
|
|
24.4
|
%
|
|
25.4
|
%
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
Cost-reimbursable
|
|
83%
|
|
85%
|
|
85%
|
|
84%
|
|
87%
|
Fixed-price
|
|
17%
|
|
15%
|
|
15%
|
|
16%
|
|
13%
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
$
|
2,954.9
|
|
|
$
|
2,624.8
|
|
|
$
|
2,328.4
|
|
|
$
|
2,118.5
|
|
|
$
|
2,723.3
|
|
|
|
|
|
|
|
Year Joined the
|
|
Name
|
|
Age
|
|
Position with the Company
|
|
Registrant
|
|
Craig L. Martin
|
|
64
|
|
|
President, Chief Executive Officer and Director
|
|
1994
|
George A. Kunberger, Jr.
|
|
62
|
|
|
Executive Vice President, Global Sales and Marketing
|
|
1979
|
Andrew F. Kremer
|
|
57
|
|
|
Executive Vice President, Operations
|
|
1998
|
Joseph G. Mandel
|
|
54
|
|
|
Executive Vice President, Operations
|
|
2011
|
John W. Prosser, Jr.
|
|
69
|
|
|
Executive Vice President, Finance and Administration and Treasurer
|
|
1974
|
Santo Rizzuto
|
|
54
|
|
|
Executive Vice President, Operations
|
|
2013
|
Phillip J. Stassi
|
|
59
|
|
|
Executive Vice President, Operations
|
|
1977
|
Cora L. Carmody
|
|
57
|
|
|
Senior Vice President, Information Technology
|
|
2008
|
Geoffrey P. Sanders
|
|
57
|
|
|
Senior Vice President and Chief Accounting Officer
|
|
1988
|
Lori S. Sundberg
|
|
50
|
|
|
Senior Vice President, Global Human Resources
|
|
2013
|
Michael R. Tyler
|
|
58
|
|
|
Senior Vice President and General Counsel
|
|
2013
|
•
|
Recessions and other economic crises in other regions, such as Europe, or specific foreign economies and the impact on our costs of doing business in those countries;
|
•
|
Difficulties in staffing and managing foreign operations, including logistical and communication challenges;
|
•
|
Unexpected changes in foreign government policies and regulatory requirements;
|
•
|
Lack of developed legal systems to enforce contractual rights;
|
•
|
Renegotiation or nullification of our existing contracts;
|
•
|
The adoption of new, and the expansion of existing, trade or other restrictions;
|
•
|
Embargoes;
|
•
|
Acts of war, civil unrest, force majeure, and terrorism;
|
•
|
The ability to finance efficiently our foreign operations;
|
•
|
Social, political, and economic instability;
|
•
|
Expropriation of property;
|
•
|
Tax increases;
|
•
|
Limitations on the ability to repatriate foreign earnings; and
|
•
|
U.S. government policies.
|
•
|
Assumption of liabilities of an acquired business, including liabilities that were unknown at the time the acquisition was negotiated;
|
•
|
Valuation methodologies may not accurately capture the value of the acquired business;
|
•
|
Failure to realize anticipated benefits, such as cost savings and revenue enhancements;
|
•
|
Difficulties relating to combining previously separate entities into a single, integrated, and efficient business;
|
•
|
The effects of diverting management’s attention from day-to-day operations to matters involving the integration of acquired companies;
|
•
|
Potentially substantial transaction costs associated with business combinations;
|
•
|
Potential impairment resulting from the overpayment for an acquisition;
|
•
|
Difficulties relating to assimilating the personnel, services, and systems of an acquired business and to assimilating marketing and other operational capabilities;
|
•
|
Increased burdens on our staff and on our administrative, internal control and operating systems, which may hinder our legal and regulatory compliance activities; and
|
•
|
Difficulties in applying and integrating our system of internal controls to an acquired business.
|
•
|
Fluctuations in the spending patterns of our government and commercial customers;
|
•
|
The number and significance of projects executed during a quarter;
|
•
|
Unanticipated changes in contract performance, particularly with contracts that have funding limits;
|
•
|
The timing of resolving change orders, requests for equitable adjustments, and other contract adjustments;
|
•
|
Delays incurred in connection with a project;
|
•
|
Changes in prices of commodities or other supplies;
|
•
|
Weather conditions that delay work at project sites;
|
•
|
The timing of expenses incurred in connection with acquisitions or other corporate initiatives;
|
•
|
Natural disasters or other crises;
|
•
|
Staff levels and utilization rates;
|
•
|
Changes in prices of services offered by our competitors; and
|
•
|
General economic and political conditions.
|
•
|
Recognition of contract revenue, costs, profit or losses in applying the principles of percentage of completion accounting;
|
•
|
Estimated amounts for expected project losses, warranty costs, contract close-out or other costs;
|
•
|
Recognition of recoveries under contract change orders or claims;
|
•
|
Collectability of billed and unbilled accounts receivable and the need and amount of any allowance for doubtful accounts;
|
•
|
The amount of reserves necessary for self-insured risks;
|
•
|
Accruals for estimated liabilities, including litigation reserves;
|
•
|
Valuation of assets acquired, and liabilities, goodwill, and intangible assets assumed, in acquisitions;
|
•
|
Valuation of stock-based compensation; and
|
•
|
The determination of liabilities under pension and other post-retirement benefit programs.
|
•
|
Our Board of Directors is divided into three staggered classes (although our Board of Directors is currently being destaggered);
|
•
|
Only our Board of Directors can fill vacancies on the board;
|
•
|
There are various restrictions on the ability of a shareholder to nominate a director for election; and
|
•
|
Our Board of Directors can authorize the issuance of preference shares.
|
Item 2.
|
PROPERTIES
|
Item 3.
|
LEGAL PROCEEDINGS
|
Item 4.
|
MINE SAFETY DISCLOSURE
|
Item 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
Low Sales
Price
|
|
High Sales
Price
|
||||
Fiscal 2014:
|
|
|
|
|
||||
First quarter
|
|
$
|
55.80
|
|
|
$
|
64.27
|
|
Second quarter
|
|
58.20
|
|
|
66.88
|
|
||
Third quarter
|
|
52.57
|
|
|
65.02
|
|
||
Fourth quarter
|
|
49.13
|
|
|
55.00
|
|
||
Fiscal 2013:
|
|
|
|
|
||||
First quarter
|
|
$
|
38.28
|
|
|
$
|
43.56
|
|
Second quarter
|
|
41.50
|
|
|
56.53
|
|
||
Third quarter
|
|
48.86
|
|
|
57.97
|
|
||
Fourth quarter
|
|
53.99
|
|
|
62.33
|
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid per Share (1)
|
Total Numbers of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
June 28 through July 25, 2014
|
—
|
|
$
|
—
|
|
—
|
|
$
|
500,000
|
|
July 26 through August 22, 2014
|
—
|
|
—
|
|
—
|
|
500,000
|
|
||
August 23 through September 26, 2014
|
1,500
|
|
52.27
|
|
1,500
|
|
421,601
|
|
||
Total
|
1,500
|
|
$
|
52.27
|
|
1,500
|
|
$
|
421,601
|
|
(1)
|
Includes commissions paid.
|
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||
Jacobs Engineering Group Inc.
|
|
100.00
|
|
|
84.22
|
|
|
70.27
|
|
|
87.99
|
|
|
126.62
|
|
|
106.25
|
|
S&P 500
|
|
100.00
|
|
|
110.16
|
|
|
111.42
|
|
|
145.07
|
|
|
173.13
|
|
|
207.30
|
|
Dow Jones US Heavy Construction
|
|
100.00
|
|
|
94.54
|
|
|
82.70
|
|
|
109.07
|
|
|
137.40
|
|
|
131.15
|
|
Item 6.
|
SELECTED FINANCIAL DATA
|
|
|
2014 (a)
|
|
2013
|
|
2012 (b)
|
|
2011
|
|
2010 (c)
|
||||||||||
Results of Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
12,695,157
|
|
|
$
|
11,818,376
|
|
|
$
|
10,893,778
|
|
|
$
|
10,381,664
|
|
|
$
|
9,915,517
|
|
Net earnings attributable to Jacobs
|
|
328,108
|
|
|
423,093
|
|
|
378,954
|
|
|
331,029
|
|
|
245,974
|
|
|||||
Financial Position:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current ratio
|
|
1.66 to 1
|
|
2.14 to 1
|
|
2.07 to 1
|
|
1.47 to 1
|
|
2.23 to 1
|
||||||||||
Working capital
|
|
$
|
1,542,225
|
|
|
$
|
2,151,939
|
|
|
$
|
1,865,025
|
|
|
$
|
1,011,565
|
|
|
$
|
1,527,589
|
|
Current assets
|
|
3,892,071
|
|
|
4,039,558
|
|
|
3,612,077
|
|
|
3,180,091
|
|
|
2,767,042
|
|
|||||
Total assets
|
|
8,453,659
|
|
|
7,274,144
|
|
|
6,839,433
|
|
|
6,199,226
|
|
|
4,683,917
|
|
|||||
Cash
|
|
732,647
|
|
|
1,256,405
|
|
|
1,032,457
|
|
|
905,633
|
|
|
938,842
|
|
|||||
Long-term debt
|
|
764,075
|
|
|
415,086
|
|
|
528,260
|
|
|
2,042
|
|
|
509
|
|
|||||
Total Jacobs stockholders’ equity
|
|
4,469,255
|
|
|
4,213,097
|
|
|
3,722,473
|
|
|
3,312,988
|
|
|
2,859,048
|
|
|||||
Return on average equity
|
|
7.56
|
%
|
|
10.66
|
%
|
|
10.77
|
%
|
|
10.73
|
%
|
|
8.97
|
%
|
|||||
Backlog:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Technical professional services
|
|
$
|
12,607,029
|
|
|
$
|
11,118,400
|
|
|
$
|
10,266,500
|
|
|
$
|
9,100,100
|
|
|
$
|
7,588,900
|
|
Field services
|
|
5,773,005
|
|
|
6,099,500
|
|
|
5,643,200
|
|
|
5,189,700
|
|
|
5,613,100
|
|
|||||
Total
|
|
$
|
18,380,034
|
|
|
$
|
17,217,900
|
|
|
$
|
15,909,700
|
|
|
$
|
14,289,800
|
|
|
$
|
13,202,000
|
|
Per Share Information:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
|
|
$
|
2.51
|
|
|
$
|
3.27
|
|
|
$
|
2.97
|
|
|
$
|
2.63
|
|
|
$
|
1.98
|
|
Diluted earnings per share
|
|
2.48
|
|
|
$
|
3.23
|
|
|
2.94
|
|
|
2.60
|
|
|
1.96
|
|
||||
Stockholders’ equity
|
|
33.92
|
|
|
32.00
|
|
|
28.65
|
|
|
25.93
|
|
|
22.71
|
|
|||||
Average Number of Shares of
Common Stock and Common
Stock Equivalents Outstanding
(Diluted)
|
|
132,371
|
|
|
130,945
|
|
|
128,692
|
|
|
127,235
|
|
|
125,790
|
|
|||||
Common Shares Outstanding
at Year End
|
|
131,753
|
|
|
131,639
|
|
|
129,936
|
|
|
127,785
|
|
|
125,909
|
|
(a)
|
Includes costs of
$77.4 million
or
$0.58
per diluted share, related to the Company's restructuring initiatives in the third and fourth quarter of fiscal 2014.
|
(b)
|
Includes a one-time, after-tax gain of $4.0 million, or $0.03 per diluted share, related to the sale of the Company's intellectual property for iron ore pelletizing and certain other related assets.
|
(c)
|
Includes non-recurring, after-tax charges totaling $60.3 million, or $0.48 per diluted share, relating to the SIVOM judgment (refer to Item 7 —
Management’s Discussion and Analysis of Financial Condition and Results of Operations
of the Company's 2010 Annual Report on Form 10-K for a description of this matter and its effects on the Company’s fiscal 2010 Consolidated Financial Statements.
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Year Ended
|
||||||||||
|
September 26, 2014
|
||||||||||
|
Without 2014 Restructuring
|
|
Effects of 2014 Restructuring
|
U.S. GAAP
|
|||||||
Consolidated pre-tax earnings (loss)
|
$
|
635,496
|
|
|
$
|
(93,330
|
)
|
|
$
|
542,166
|
|
Tax (expense) benefit
|
(206,003
|
)
|
|
15,949
|
|
|
(190,054
|
)
|
|||
Net earnings of the Group
|
429,493
|
|
|
(77,381
|
)
|
|
352,112
|
|
|||
Non-controlling interests
|
(24,004
|
)
|
|
—
|
|
|
(24,004
|
)
|
|||
Net earnings of Jacobs
|
$
|
405,489
|
|
|
$
|
(77,381
|
)
|
|
$
|
328,108
|
|
Diluted earnings (loss) per share
|
$
|
3.06
|
|
|
$
|
(0.58
|
)
|
|
$
|
2.48
|
|
|
2014
|
||
SKM Revenues
|
$
|
765,152
|
|
Net earnings attributable to Jacobs:
|
|
||
Before 2014 Restructuring
|
$
|
24,551
|
|
After 2014 Restructuring
|
$
|
10,156
|
|
Basic and Diluted EPS:
|
|
||
Before 2014 Restructuring
|
$
|
0.19
|
|
After 2014 Restructuring
|
$
|
0.08
|
|
•
|
Project Services (including engineering, design, architecture, interiors, planning, environmental, and similar services);
|
•
|
Process, Scientific, and Systems Consulting Services (including services performed in connection with scientific testing, analysis, and consulting activities, as well as information technology and systems engineering and integration activities);
|
•
|
Construction Services (encompassing traditional field construction services as well as modular construction activities, direct hire construction, and construction management services); and
|
•
|
Operations and Maintenance Services (including services performed in connection with operating large, complex facilities on behalf of clients, as well as services involving process plant and facilities maintenance).
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Technical Professional
Services revenues: |
|
|
|
|
|
|
||||||
Project Services
|
|
$
|
6,576,004
|
|
|
$
|
5,977,917
|
|
|
$
|
5,693,419
|
|
Process, Scientific, and
Systems Consulting |
|
758,957
|
|
|
705,694
|
|
|
772,031
|
|
|||
Total Technical Professional
Services revenues |
|
7,334,961
|
|
|
6,683,611
|
|
|
6,465,450
|
|
|||
Field Services revenues:
|
|
|
|
|
|
|
||||||
Construction
|
|
4,138,729
|
|
|
3,825,878
|
|
|
3,145,311
|
|
|||
Operations and Maintenance
(“O&M”) |
|
1,221,467
|
|
|
1,308,887
|
|
|
1,283,017
|
|
|||
Total Field Services
revenues |
|
5,360,196
|
|
|
5,134,765
|
|
|
4,428,328
|
|
|||
|
|
$
|
12,695,157
|
|
|
$
|
11,818,376
|
|
|
$
|
10,893,778
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Chemicals and Polymers
|
|
$
|
2,985,352
|
|
|
$
|
2,391,144
|
|
|
$
|
1,704,723
|
|
National Government Programs
|
|
2,282,116
|
|
|
2,284,533
|
|
|
2,272,611
|
|
|||
Refining – Downstream
|
|
2,239,343
|
|
|
2,337,387
|
|
|
2,379,750
|
|
|||
Infrastructure
|
|
1,361,574
|
|
|
1,015,864
|
|
|
1,085,649
|
|
|||
Mining & Minerals
|
|
918,608
|
|
|
712,320
|
|
|
550,134
|
|
|||
Oil & Gas – Upstream
|
|
863,344
|
|
|
915,478
|
|
|
790,546
|
|
|||
Buildings
|
|
834,122
|
|
|
738,404
|
|
|
843,938
|
|
|||
Industrial and Other
|
|
758,036
|
|
|
899,756
|
|
|
690,124
|
|
|||
Pharmaceuticals and Biotechnology
|
|
452,662
|
|
|
523,490
|
|
|
576,303
|
|
|||
|
|
$
|
12,695,157
|
|
|
$
|
11,818,376
|
|
|
$
|
10,893,778
|
|
|
|
|
|
Payments Due by Fiscal Period
|
||||||||||||||||
|
|
Total
|
|
1 Year
or Less
|
|
2 - 3
Years
|
|
4 - 5
Years
|
|
More than 5
Years
|
||||||||||
Debt obligations
|
|
$
|
800,807
|
|
|
$
|
36,732
|
|
|
|
|
|
|
$
|
764,075
|
|
||||
Operating leases (a)
|
|
1,095,323
|
|
|
230,866
|
|
|
329,172
|
|
|
226,395
|
|
|
308,890
|
|
|||||
Obligations under defined benefit pension
plans (b)
|
|
407,264
|
|
|
42,079
|
|
|
89,275
|
|
|
96,560
|
|
|
179,350
|
|
|||||
Obligations under nonqualified deferred
compensation plans (c)
|
|
133,112
|
|
|
11,400
|
|
|
24,186
|
|
|
26,160
|
|
|
71,366
|
|
|||||
Purchase obligations (d)
|
|
1,516,229
|
|
|
1,516,229
|
|
|
|
|
|
|
|
||||||||
Interest (e)
|
|
31,295
|
|
|
9,594
|
|
|
17,361
|
|
|
4,340
|
|
|
|
||||||
Total
|
|
$
|
3,984,030
|
|
|
$
|
1,846,900
|
|
|
$
|
459,994
|
|
|
$
|
353,455
|
|
|
$
|
1,323,681
|
|
(a)
|
Assumes the Company will make the end of lease term residual value guarantee payment of $38.8 million in 2015 with respect to the lease of an office building in Houston, Texas. Please refer to Note 10—
Commitments and Contingencies, and Derivative Financial Instruments
of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.
|
(b)
|
Assumes that future contributions will be consistent with amounts projected to be contributed in fiscal 2015, allowing for certain growth based on rates of inflation and salary increases, but limited to the amount recorded as of September 26, 2014. Actual contributions will depend on a variety of factors, including amounts required by local laws and regulations, and other funding requirements.
|
(c)
|
Assumes that future payments will be consistent with amounts paid in fiscal 2014, allowing for certain growth. Due to the nonqualified nature of the plans, and the fact that benefits are based in part on years of service, the payments included in the schedule were limited to the amount recorded as of September 26, 2014.
|
(d)
|
Represents those liabilities estimated to be under firm contractual commitments as of September 26, 2014; primarily accounts payable and accrued payroll.
|
(e)
|
Determined based on borrowings outstanding at the end of fiscal 2014 using the interest rates in effect at that time and, for our outstanding long term debt, concluding with the expiration date of the 2014 Facility, as defined below.
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Technical professional services
|
|
$
|
12,607.0
|
|
|
$
|
11,118.4
|
|
|
$
|
10,266.5
|
|
Field services
|
|
5,773.0
|
|
|
6,099.5
|
|
|
5,643.2
|
|
|||
Total
|
|
$
|
18,380.0
|
|
|
$
|
17,217.9
|
|
|
$
|
15,909.7
|
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 9B.
|
OTHER INFORMATION
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
|
Column A
|
|
Column B
|
|
Column C
|
||||
Plan Category
|
|
Number of securities to be issued upon
exercise of outstanding options,
warrants, and rights
|
|
Weighted- average
exercise price of
outstanding options,
warrants, and rights
|
|
Number of securities remaining
available for future issuance under equity compensation
plans (excluding securities reflected in Column A)
|
||||
Equity compensation plans approved by shareholders (a)
|
|
4,221,147
|
|
|
$
|
53.23
|
|
|
7,208,797
|
|
Equity compensation plans not approved by shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
4,221,147
|
|
|
$
|
53.23
|
|
|
7,208,797
|
|
(a)
|
The number in Column A excludes purchase rights accruing under our two, broad-based, shareholder-approved employee stock purchase plans: The Jacobs Engineering Group Inc. 1989 Employee Stock Purchase Plan (the “1989 ESPP”), and the Global Employee Stock Purchase Plan (the “GESPP”). These plans give employees the right to purchase shares at an amount and price that are not determinable until the end of the specified purchase periods, which occur monthly. Our shareholders have authorized a total of 27.8 million shares of common stock to be issued through the 1989 ESPP and the GESPP. From the inception of the 1989 ESPP and the GESPP through
September 26, 2014
, a total of 25.7 million shares have been issued, leaving 2.1 million shares of common stock available for future issuance at that date.
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(1)
|
The Company’s Consolidated Financial Statements at
September 26, 2014
and
September 27, 2013
and for each of the three years in the period ended
September 26, 2014
,
September 27, 2013
and
September 28, 2012
and the notes thereto, together with the report of the independent auditors on those Consolidated Financial Statements are hereby filed as part of this report, beginning on page F-1.
|
(2)
|
Financial statement schedules – no financial statement schedules are presented as the required information is either not applicable, or is included in the consolidated financial statements or notes thereto.
|
(3)
|
See Exhibits and Index to Exhibits, below.
|
2.1
|
|
|
Share Purchase Agreement between Aker Solutions ASA and certain of its subsidiaries and the Registrant and certain of its subsidiaries, dated as of December 21, 2010, for the purchase of certain Aker Solutions businesses. Filed as Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2011 and incorporated herein by reference.
|
|
|
|
|
2.2
|
|
|
Merger Implementation Deed between Sinclair Knight Merz Management Pty Limited and Sinclair Knight Merz Holdings Limited and Jacobs Engineering Group Inc. and Jacobs Australia Holdings Company Pty. Ltd, dated as of September 8, 2013.
Filed as Exhibit 2.2 to the Registrant’s fiscal 2013 Annual Report on Form 10-K and incorporated herein by reference.
|
|
|
|
|
2.3
|
|
|
Sales Agreement between Sinclair Knight Merz Management Pty Limited, Sinclair Knight Merz Holdings Limited, Jacobs Engineering Group Inc. and Jacobs Australia Holdings Company Pty, Ltd., dated as of December 13, 2013. Filed as Exhibit 2.3 to the Registrant’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2014 and incorporated herein by reference.
|
|
|
|
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation of the Registrant. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K on January 28, 2014 and incorporated herein by reference.
|
|
|
|
|
3.2
|
|
|
Jacobs Engineering Group Inc. Amended and Restated Bylaws, dated January 23, 2014. Filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K on January 28, 2014 and incorporated herein by reference.
|
|
|
|
|
4.1
|
|
|
See Sections 5 through 18 of Exhibit 3.1.
|
|
|
|
|
4.2
|
|
|
See Article II, Section 3.03 of Article III, Article VI and Section 7.04 of Article VII of Exhibit 3.2.
|
|
|
|
|
†10.1#
|
|
|
The Jacobs Engineering Group Inc. Incentive Bonus Plan for Officers and Key Managers as amended and restated May 22, 2014.
|
|
|
|
|
†10.2#
|
|
|
The Executive Security Program of Jacobs Engineering Group Inc.
|
|
|
|
|
†10.3#
|
|
|
Amendment to the Executive Security Program of Jacobs Engineering Group Inc., dated December 23, 2008.
|
|
|
|
|
†10.4#
|
|
|
Amendment to the Executive Security Program of Jacobs Engineering Group Inc., dated May 31, 2009.
|
|
|
|
|
10.5 #
|
|
|
Jacobs Engineering Group Inc. 1991 Executive Deferral Plan, effective June 1, 1991. Filed as Exhibit 10.5 to the Registrant’s fiscal 2012 Annual Report on Form 10-K and incorporated herein by reference.
|
|
|
|
|
10.6 #
|
|
|
Jacobs Engineering Group Inc. 1993 Executive Deferral Plan, effective December 1, 1993. Filed as Exhibit 10.6 to the Registrant’s fiscal 2012 Annual Report on Form 10-K and incorporated herein by reference.
|
|
|
|
|
†10.7#
|
|
|
Jacobs Engineering Group Inc. 1995 Executive Deferral Plan, effective January 1, 1995.
|
|
|
|
|
10.8 #
|
|
|
Jacobs Engineering Group Inc. Amended and Restated Executive Deferral Plan. Filed as Exhibit 10.8 to the Registrant’s fiscal 2012 Annual Report on Form 10-K and incorporated herein by reference.
|
†10.9#
|
|
|
The Jacobs Engineering Group Inc. 1989 Employee Stock Purchase Plan, as Amended and Restated-effective January 22, 2009.
|
|
|
|
|
10.10 #
|
|
|
The Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan. Filed as Exhibit 10.10 to the Registrant’s fiscal 2011 Annual Report on Form 10-K and incorporated herein by reference.
|
|
|
|
|
10.11 #
|
|
|
Jacobs Engineering Group Inc. 401(k) Plus Savings Plan and Trust, as Amended and Restated April 1, 2003. Filed as Exhibit 10.12 to the Registrant’s fiscal 2012 Annual Report on Form 10-K and incorporated herein by reference.
|
|
|
|
|
10.12 #
|
|
|
Jacobs Engineering Group Inc. 1999 Stock Incentive Plan, as Amended and Restated. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 333-157014) on January 28, 2014 and incorporated herein by reference.
|
|
|
|
|
10.13 #
|
|
|
Form of Indemnification Agreement entered into between the Registrant and certain of its officers and directors. Filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the third quarter of fiscal 2012 and incorporated herein by reference.
|
|
|
|
|
10.14 #
|
|
|
Form of Jacobs Engineering Group Inc. Non-Qualified Stock Option Agreement. Filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 filed on January 29, 2009 and incorporated herein by reference.
|
|
|
|
|
10.15 #
|
|
|
Form of Jacobs Engineering Group Inc. Restricted Stock Agreement. Filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the second quarter of fiscal 2012 and incorporated herein by reference.
|
|
|
|
|
10.16 #
|
|
|
Form of Restricted Stock Unit Award Agreement (Market Stock Units). Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on June 1, 2011 and incorporated herein by reference.
|
|
|
|
|
10.17 #
|
|
|
Form of Restricted Stock Unit Award Agreement. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2012 and incorporated herein by reference.
|
|
|
|
|
10.18 #
|
|
|
Form of Restricted Stock Award Agreement. Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K on June 1, 2011 and incorporated herein by reference.
|
|
|
|
|
10.19 #
|
|
|
Amendment One to Restricted Stock Unit Award Agreement (Market Stock Units) by and between Craig Martin and the Company dated as of October 14, 2011. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on October 18, 2011 and incorporated herein by reference.
|
|
|
|
|
10.20 #
|
|
|
Jacobs Engineering Group Inc. 1999 Outside Director Stock Plan, as Amended and Restated. Filed as Exhibit 10.21 to the Registrant’s fiscal 2012 Annual Report on Form 10-K and incorporated herein by reference.
|
|
|
|
|
10.21#
|
|
|
Form of Restricted Stock Unit Award Agreement (Performance Shares - Net Earnings Growth 2013 Award). Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2013 and incorporated herein by reference.
|
|
|
|
|
10.22#
|
|
|
Form of Restricted Stock Unit Award Agreement. (Performance Shares - TSR 2013 Award). Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2013 and incorporated herein by reference.
|
|
|
|
|
10.23
|
|
|
Credit Agreement dated as of March 29, 2012 among Jacobs Engineering Group Inc. and certain of its subsidiaries as borrowers, and the Bank of America, N.A, (as Administrative Agent); BNP Paribas, and Wells Fargo Bank, N.A. (as Co-Syndication Agents); Union Bank, N.A. (as Documentation Agent); Merrill Lynch, Pierce, Fenner & Smith Incorporated (as Sole Book Manager); and Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp, and Wells Fargo Securities, LLC (as Joint Lead Arrangers). Filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the second quarter of fiscal 2012 and incorporated herein by reference.
|
|
|
|
10.24 #
|
|
|
Employment agreement between Jacobs Engineering Group Inc. and Michael Tyler dated May 28, 2013. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2013 and incorporated herein by reference.
|
|
|
|
|
10.25 #
|
|
|
Retirement Agreement dated April 14, 2014 between the Registrant and Thomas R. Hammond. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2014 and incorporated herein by reference.
|
|
|
|
|
|
|
|
|
10.26 #
|
|
|
Jacobs Engineering Group Inc. 2005 Executive Deferral Plan, effective January 1, 2005. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2010 and incorporated herein by reference.
|
|
|
|
|
10.27 #
|
|
|
Agreement between Jacobs Engineering Group Inc. and Noel G. Watson dated July 1, 2010. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2010 and incorporated herein by reference.
|
|
|
|
|
10.28 #
|
|
|
Consulting Agreement between Jacobs Engineering Group Inc. and Noel G. Watson dated July 1, 2010. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2010 and incorporated herein by reference.
|
|
|
|
|
10.29 #
|
|
|
Amendment No. 1 to Consulting Agreement between the Registrant and Noel G. Watson dated July 1, 2011. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2011 and incorporated herein by reference.
|
|
|
|
|
10.30 #
|
|
|
Amendment No. 2 to Consulting Agreement between the Registrant and Noel G. Watson dated July 1, 2013. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2013 and incorporated herein by reference.
|
|
|
|
|
10.31
|
|
|
Term Loan Agreement dated January 27, 2011 between Jacobs Engineering U.K. Limited and Royal Bank of Scotland Finance (Ireland). Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2011 and incorporated herein by reference.
|
|
|
|
|
10.32
|
|
|
Senior Term Loan Facility dated January 26, 2011 between Jacobs Nederland B.V. and BNP Paribas. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2011 and incorporated herein by reference.
|
|
|
|
|
10.33
|
|
|
Senior Term Loan Facility dated January 26, 2011 between Jacobs Engineering U.K. Limited and Bank of America, N.A., London Branch. Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2011 and incorporated herein by reference.
|
10.34
|
|
|
Senior Term Loan Facility dated January 26, 2011 between Jacobs Australia Pty Limited and Bank of America, N.A., Australian Branch. Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2011 and incorporated herein by reference.
|
|
|
||
10.35
|
|
|
Form of Guaranty among certain subsidiaries of the Registrant and Royal Bank of Scotland Finance (Ireland), BNP Paribas, Bank of America, N.A., London Branch, and Bank of America, N.A., Australian Branch. Filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2011 and incorporated herein by reference.
|
|
|
|
|
10.36#
|
|
|
Employment Agreement dated December 23, 2010 between the Registrant and Gary Mandel. Filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2011 and incorporated herein by reference.
|
|
|
|
|
10.37
|
|
|
Amended and Restated Credit Agreement dated as of February 7, 2014 among Jacobs Engineering Group Inc. and certain of its subsidiaries as borrowers, and the Bank of America, N.A. (as Administrative Agent); Bank of America, N.A., BNP Paribas, and Wells Fargo Bank, N.A. (as Co-Syndication Agents); The Bank of Tokyo-Mitsubishi UFJ, LTD, and TD Bank, N.A. (as Co-Documentation Agents); Merrill Lynch, Pierce, Fenner & Smith Incorporated (as Sole Book Manager); and Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp, and Wells Fargo Securities, LLC (as Joint Lead Arrangers). Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on February 11, 2014 and incorporated herein by reference.
|
|
|
|
10.38#
|
|
|
Form of Restricted Stock Unit Award Agreement (Performance Shares - Net Earnings Growth - 2014 Award). Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2014 and incorporated herein by reference.
|
|
|
|
|
10.39#
|
|
|
Form of Restricted Stock Unit Award Agreement (Performance Shares - TSR - 2014 Award). Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2014 and incorporated herein by reference.
|
|
|
|
|
†10.40
|
|
|
Amendment No. 3 to Consulting Agreement between the Registrant and Noel G. Watson dated July 1, 2014.
|
|
|
|
|
10.41#
|
|
|
Offer Letter by and between Jacobs Engineering Group Inc. and Kevin C. Berryman, effective November 12, 2014. Filed as Exhibit 99.1 to Amendment No. 1 to the Registrant’s Current Report on Form 8-K/A on November 17, 2014 and incorporated herein by reference.
|
|
|
||
†21.
|
|
|
List of Subsidiaries of Jacobs Engineering Group Inc.
|
|
|
||
†23.
|
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
|
|
||
†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
|
†
|
Being filed herewith.
|
#
|
Management contract or compensatory plan or arrangement.
|
|
|
|
JACOBS ENGINEERING GROUP INC.
|
||
Dated:
|
November 21, 2014
|
|
By:
|
|
/S/ Craig L. Martin
|
|
|
|
|
|
Craig L. Martin
|
|
|
|
|
|
President, Chief Executive Officer, and Director (Principal Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
/S/ Craig L. Martin
|
|
President, Chief Executive Officer and
Director (Principal Executive Officer)
|
|
November 21, 2014
|
Craig L. Martin
|
|
|
|
|
/S/ Noel G. Watson
|
|
Chairman of the Board
|
|
November 21, 2014
|
Noel G. Watson
|
|
|
|
|
/S/ Joseph R. Bronson
|
|
Director
|
|
November 21, 2014
|
Joseph R. Bronson
|
|
|
|
|
/S/ John F. Coyne
|
|
Director
|
|
November 21, 2014
|
John F. Coyne
|
|
|
|
|
/S/ Juan Jose Suarez Coppel
|
|
Director
|
|
November 21, 2014
|
Juan Jose Suarez Coppel
|
|
|
|
|
/S/ Robert C. Davidson, Jr.
|
|
Director
|
|
November 21, 2014
|
Robert C. Davidson, Jr.
|
|
|
|
|
/S/ Ralph E. Eberhart
|
|
Director
|
|
November 21, 2014
|
Ralph E. Eberhart
|
|
|
|
|
/S/ Edward V. Fritzky
|
|
Director
|
|
November 21, 2014
|
Edward V. Fritzky
|
|
|
|
|
/S/ Linda Fayne Levinson
|
|
Director
|
|
November 21, 2014
|
Linda Fayne Levinson
|
|
|
|
|
/S/ Peter J. Robertson
|
|
Director
|
|
November 21, 2014
|
Peter J. Robertson
|
|
|
|
|
/S/ Christopher M.T. Thompson
|
|
Director
|
|
November 21, 2014
|
Christopher M.T. Thompson
|
|
|
|
|
/S/ John W. Prosser, Jr.
|
|
Executive Vice President,
Finance and Administration and Treasurer
(Principal Financial Officer)
|
|
November 21, 2014
|
John W. Prosser, Jr.
|
|
|
|
|
/S/ Geoffrey P. Sanders
|
|
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
|
November 21, 2014
|
Geoffrey P. Sanders
|
|
|
|
|
|
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
732,647
|
|
|
$
|
1,256,405
|
|
Receivables
|
|
2,867,555
|
|
|
2,548,990
|
|
||
Deferred income taxes
|
|
169,893
|
|
|
131,086
|
|
||
Prepaid expenses and other current assets
|
|
121,976
|
|
|
103,077
|
|
||
Total current assets
|
|
3,892,071
|
|
|
4,039,558
|
|
||
Property, Equipment, and Improvements, Net
|
|
456,797
|
|
|
379,296
|
|
||
Other Noncurrent Assets:
|
|
|
|
|
||||
Goodwill
|
|
3,026,349
|
|
|
2,022,831
|
|
||
Intangibles
|
|
440,192
|
|
|
217,904
|
|
||
Miscellaneous
|
|
638,250
|
|
|
614,555
|
|
||
Total other noncurrent assets
|
|
4,104,791
|
|
|
2,855,290
|
|
||
|
|
$
|
8,453,659
|
|
|
$
|
7,274,144
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
||||
Notes payable
|
|
$
|
36,732
|
|
|
$
|
22,783
|
|
Accounts payable
|
|
622,875
|
|
|
457,893
|
|
||
Accrued liabilities
|
|
1,279,556
|
|
|
1,029,816
|
|
||
Billings in excess of costs
|
|
410,683
|
|
|
345,097
|
|
||
Income taxes payable
|
|
—
|
|
|
32,030
|
|
||
Total current liabilities
|
|
2,349,846
|
|
|
1,887,619
|
|
||
Long-term Debt
|
|
764,075
|
|
|
415,086
|
|
||
Other Deferred Liabilities
|
|
834,078
|
|
|
723,104
|
|
||
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—131,752,768 shares and 131,639,196 shares, respectively
|
|
131,753
|
|
|
131,639
|
|
||
Additional paid-in capital
|
|
1,173,858
|
|
|
1,084,624
|
|
||
Retained earnings
|
|
3,527,193
|
|
|
3,300,961
|
|
||
Accumulated other comprehensive loss
|
|
(363,549
|
)
|
|
(304,127
|
)
|
||
Total Jacobs stockholders’ equity
|
|
4,469,255
|
|
|
4,213,097
|
|
||
Noncontrolling interests
|
|
36,405
|
|
|
35,238
|
|
||
Total Group stockholders’ equity
|
|
4,505,660
|
|
|
4,248,335
|
|
||
|
|
$
|
8,453,659
|
|
|
$
|
7,274,144
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
|
$
|
12,695,157
|
|
|
$
|
11,818,376
|
|
|
$
|
10,893,778
|
|
Costs and Expenses:
|
|
|
|
|
|
|
||||||
Direct costs of contracts
|
|
(10,621,373
|
)
|
|
(9,976,057
|
)
|
|
(9,166,789
|
)
|
|||
Selling, general and administrative expenses
|
|
(1,545,716
|
)
|
|
(1,173,340
|
)
|
|
(1,130,916
|
)
|
|||
Operating Profit
|
|
528,068
|
|
|
668,979
|
|
|
596,073
|
|
|||
Other Income (Expense)':
|
|
|
|
|
|
|
||||||
Interest income
|
|
9,693
|
|
|
5,395
|
|
|
6,049
|
|
|||
Interest expense
|
|
(11,437
|
)
|
|
(12,906
|
)
|
|
(11,686
|
)
|
|||
Gain on sale of intellectual property
|
|
12,147
|
|
|
—
|
|
|
6,292
|
|
|||
Miscellaneous income (expense), net
|
|
3,695
|
|
|
80
|
|
|
(3,392
|
)
|
|||
Total other income (expense), net
|
|
14,098
|
|
|
(7,431
|
)
|
|
(2,737
|
)
|
|||
Earnings Before Taxes
|
|
542,166
|
|
|
661,548
|
|
|
593,336
|
|
|||
Income Tax Expense
|
|
(190,054
|
)
|
|
(221,366
|
)
|
|
(202,382
|
)
|
|||
Net Earnings of the Group
|
|
352,112
|
|
|
440,182
|
|
|
390,954
|
|
|||
Net Earnings Attributable to Noncontrolling Interests
|
|
(24,004
|
)
|
|
(17,089
|
)
|
|
(12,000
|
)
|
|||
Net Earnings Attributable to Jacobs
|
|
$
|
328,108
|
|
|
$
|
423,093
|
|
|
$
|
378,954
|
|
Net Earnings Per Share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.51
|
|
|
$
|
3.27
|
|
|
$
|
2.97
|
|
Diluted
|
|
$
|
2.48
|
|
|
$
|
3.23
|
|
|
$
|
2.94
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net Earnings of the Group
|
|
$
|
352,112
|
|
|
$
|
440,182
|
|
|
$
|
390,954
|
|
Other Comprehensive (Loss) Income:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(33,316
|
)
|
|
(23,704
|
)
|
|
30,038
|
|
|||
Change in pension liability
|
|
(15,303
|
)
|
|
4,496
|
|
|
(100,385
|
)
|
|||
Gains (losses) on cash flow hedges
|
|
1,022
|
|
|
1,467
|
|
|
3,567
|
|
|||
Other Comprehensive (Loss) Income Before Income Taxes
|
|
(47,597
|
)
|
|
(17,741
|
)
|
|
(66,780
|
)
|
|||
Income Tax Benefit (Expense):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
3,250
|
|
|
—
|
|
|
(750
|
)
|
|||
Change in pension liability
|
|
(14,562
|
)
|
|
(3,949
|
)
|
|
24,443
|
|
|||
Gains (losses) on cash flow hedges
|
|
(513
|
)
|
|
(550
|
)
|
|
(1,262
|
)
|
|||
Total Income Tax Benefit (Expense)
|
|
(11,825
|
)
|
|
(4,499
|
)
|
|
22,431
|
|
|||
Net Other Comprehensive Income (Loss)
|
|
(59,422
|
)
|
|
(22,240
|
)
|
|
(44,349
|
)
|
|||
Net Comprehensive Income of the Group
|
|
292,690
|
|
|
417,942
|
|
|
346,605
|
|
|||
Net Comprehensive Income Attributable to Noncontrolling Interests
|
|
(24,004
|
)
|
|
(17,089
|
)
|
|
(12,000
|
)
|
|||
Total Comprehensive Income Attributable to Jacobs
|
|
$
|
268,686
|
|
|
$
|
400,853
|
|
|
$
|
334,605
|
|
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other Comp-
rehensive
Income
(Loss)
|
|
Total
Jacobs
Stock-
holders’
Equity
|
|
Non-
controlling
Interests
|
|
Total
Group
Stock-
holders’
Equity
|
||||||||||||||
Balances at September 30, 2011
|
|
$
|
127,785
|
|
|
$
|
858,460
|
|
|
$
|
2,564,281
|
|
|
$
|
(237,538
|
)
|
|
$
|
3,312,988
|
|
|
$
|
10,397
|
|
|
$
|
3,323,385
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
378,954
|
|
|
—
|
|
|
378,954
|
|
|
12,000
|
|
|
390,954
|
|
|||||||
Foreign currency translation adjustments, net of deferred tax expense of $750
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,288
|
|
|
29,288
|
|
|
—
|
|
|
29,288
|
|
|||||||
Pension liability, net of deferred tax benefit of $24,443
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,942
|
)
|
|
(75,942
|
)
|
|
—
|
|
|
(75,942
|
)
|
|||||||
Gain on derivatives, net of deferred tax expense of $1,262
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,305
|
|
|
2,305
|
|
|
—
|
|
|
2,305
|
|
|||||||
Noncontrolling interest acquired / consolidated
|
|
—
|
|
|
—
|
|
|
(3,971
|
)
|
|
—
|
|
|
(3,971
|
)
|
|
15,528
|
|
|
11,557
|
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,376
|
)
|
|
(5,376
|
)
|
|||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,867
|
|
|
3,867
|
|
|||||||
Issuances of equity securities, net
|
|
2,706
|
|
|
106,494
|
|
|
—
|
|
|
—
|
|
|
109,200
|
|
|
—
|
|
|
109,200
|
|
|||||||
Repurchases of equity securities
|
|
(555
|
)
|
|
(10,971
|
)
|
|
(18,823
|
)
|
|
—
|
|
|
(30,349
|
)
|
|
—
|
|
|
(30,349
|
)
|
|||||||
Balances at September 28, 2012
|
|
129,936
|
|
|
953,983
|
|
|
2,920,441
|
|
|
(281,887
|
)
|
|
3,722,473
|
|
|
36,416
|
|
|
3,758,889
|
|
|||||||
Net earnings
|
|
—
|
|
|
—
|
|
|
423,093
|
|
|
—
|
|
|
423,093
|
|
|
17,089
|
|
|
440,182
|
|
|||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,704
|
)
|
|
(23,704
|
)
|
|
—
|
|
|
(23,704
|
)
|
|||||||
Pension liability, net of deferred tax expense of $3,949
|
|
—
|
|
|
—
|
|
|
—
|
|
|
547
|
|
|
547
|
|
|
—
|
|
|
547
|
|
|||||||
Gain on derivatives, net of deferred tax expense of $550
|
|
—
|
|
|
—
|
|
|
—
|
|
|
917
|
|
|
917
|
|
|
—
|
|
|
917
|
|
|||||||
Noncontrolling interest acquired / consolidated
|
|
—
|
|
|
11,087
|
|
|
—
|
|
|
—
|
|
|
11,087
|
|
|
(10,293
|
)
|
|
794
|
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,974
|
)
|
|
(7,974
|
)
|
||||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuances of equity securities, net of deferred tax expense of $3,111
|
|
2,864
|
|
|
137,592
|
|
|
—
|
|
|
—
|
|
|
140,456
|
|
|
—
|
|
|
140,456
|
|
|||||||
Repurchases of equity securities
|
|
(1,161
|
)
|
|
(18,038
|
)
|
|
(42,573
|
)
|
|
—
|
|
|
(61,772
|
)
|
|
—
|
|
|
(61,772
|
)
|
|||||||
Balances at September 27, 2013
|
|
131,639
|
|
|
1,084,624
|
|
|
3,300,961
|
|
|
(304,127
|
)
|
|
4,213,097
|
|
|
35,238
|
|
|
4,248,335
|
|
|||||||
Net earnings
|
|
—
|
|
|
—
|
|
|
328,108
|
|
|
—
|
|
|
328,108
|
|
|
24,004
|
|
|
352,112
|
|
|||||||
Foreign currency translation adjustments, net of deferred tax benefit of $3,250
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,066
|
)
|
|
(30,066
|
)
|
|
—
|
|
|
(30,066
|
)
|
|||||||
Pension liability, net of deferred tax expense of $14,562
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,865
|
)
|
|
(29,865
|
)
|
|
—
|
|
|
(29,865
|
)
|
|||||||
Gain on derivatives, net of deferred tax expense of $513
|
|
—
|
|
|
—
|
|
|
—
|
|
|
509
|
|
|
509
|
|
|
—
|
|
|
509
|
|
|||||||
Noncontrolling interest acquired / consolidated
|
|
—
|
|
|
4,779
|
|
|
—
|
|
|
—
|
|
|
4,779
|
|
|
(17,724
|
)
|
|
(12,945
|
)
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(968
|
)
|
|
—
|
|
|
(968
|
)
|
|
(5,113
|
)
|
|
(6,081
|
)
|
|||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(15,704
|
)
|
|
—
|
|
|
(15,704
|
)
|
|
—
|
|
|
(15,704
|
)
|
|||||||
Issuances of equity securities, net of deferred tax expense of $1,264
|
|
2,254
|
|
|
114,953
|
|
|
—
|
|
|
—
|
|
|
117,207
|
|
|
—
|
|
|
117,207
|
|
|||||||
Repurchases of equity securities
|
|
(2,140
|
)
|
|
(30,498
|
)
|
|
(85,204
|
)
|
|
—
|
|
|
(117,842
|
)
|
|
—
|
|
|
(117,842
|
)
|
|||||||
Balances at September 26, 2014
|
|
$
|
131,753
|
|
|
$
|
1,173,858
|
|
|
$
|
3,527,193
|
|
|
$
|
(363,549
|
)
|
|
$
|
4,469,255
|
|
|
$
|
36,405
|
|
|
$
|
4,505,660
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net earnings attributable to the Group
|
|
$
|
352,112
|
|
|
$
|
440,182
|
|
|
$
|
390,954
|
|
Adjustments to reconcile net earnings to net cash flows from operations:
|
|
|
|
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
|
||||||
Property, equipment and improvements
|
|
98,592
|
|
|
69,889
|
|
|
58,890
|
|
|||
Intangible assets
|
|
46,820
|
|
|
28,985
|
|
|
41,934
|
|
|||
Gain on sale of intellectual property
|
|
(12,147
|
)
|
|
—
|
|
|
(6,292
|
)
|
|||
Stock based compensation
|
|
43,400
|
|
|
39,518
|
|
|
32,442
|
|
|||
Tax deficiency (benefit) from stock based compensation
|
|
1,344
|
|
|
3,213
|
|
|
(3,957
|
)
|
|||
Equity in earnings of investees
|
|
(8,394
|
)
|
|
(14,140
|
)
|
|
(8,980
|
)
|
|||
Change in pension plan obligations
|
|
(37,218
|
)
|
|
(8,714
|
)
|
|
(28,351
|
)
|
|||
Change in deferred compensation plans
|
|
(7,062
|
)
|
|
(8,915
|
)
|
|
(5,474
|
)
|
|||
(Gains) Losses on sales of assets, net
|
|
(4,668
|
)
|
|
519
|
|
|
811
|
|
|||
Changes in assets and liabilities, excluding the effects of businesses acquired:
|
|
|
|
|
|
|
||||||
Receivables
|
|
107,944
|
|
|
(234,864
|
)
|
|
(227,123
|
)
|
|||
Prepaid expenses and other current assets
|
|
(7,217
|
)
|
|
(15,898
|
)
|
|
(19,265
|
)
|
|||
Accounts payable
|
|
108,241
|
|
|
82,389
|
|
|
10,673
|
|
|||
Accrued liabilities
|
|
(2,172
|
)
|
|
(18,214
|
)
|
|
80,806
|
|
|||
Billings in excess of costs
|
|
29,833
|
|
|
84,043
|
|
|
(15,626
|
)
|
|||
Income taxes payable
|
|
(17,373
|
)
|
|
(5,676
|
)
|
|
10,015
|
|
|||
Deferred income taxes
|
|
30,799
|
|
|
(4,358
|
)
|
|
(1,036
|
)
|
|||
Other deferred liabilities
|
|
3,725
|
|
|
(2,199
|
)
|
|
(4,764
|
)
|
|||
Change in long-term receivables
|
|
2,828
|
|
|
15,815
|
|
|
—
|
|
|||
Long-term insurance prepayment
|
|
(17,411
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
9,740
|
|
|
(3,059
|
)
|
|
(5,852
|
)
|
|||
Net cash provided by operating activities
|
|
721,716
|
|
|
448,516
|
|
|
299,805
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
||||||
Additions to property, equipment and improvements
|
|
(132,146
|
)
|
|
(127,270
|
)
|
|
(102,574
|
)
|
|||
Disposals of property, equipment, and improvements
|
|
10,414
|
|
|
4,276
|
|
|
319
|
|
|||
Change in cash related to consolidation of joint ventures
|
|
—
|
|
|
5,344
|
|
|
—
|
|
|||
Purchases of investments
|
|
(25,137
|
)
|
|
(15
|
)
|
|
(38
|
)
|
|||
Sales of investments
|
|
58
|
|
|
11
|
|
|
15
|
|
|||
Sale of intellectual property
|
|
12,371
|
|
|
—
|
|
|
12,726
|
|
|||
Acquisitions of businesses, net of cash acquired
|
|
(1,384,342
|
)
|
|
(39,429
|
)
|
|
(91,575
|
)
|
|||
Net cash used for investing activities
|
|
(1,518,782
|
)
|
|
(157,083
|
)
|
|
(181,127
|
)
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
||||||
Proceeds from long-term borrowings
|
|
819,681
|
|
|
—
|
|
|
528,673
|
|
|||
Repayments of long-term borrowings
|
|
(455,426
|
)
|
|
(118,293
|
)
|
|
(98
|
)
|
|||
Proceeds from short-term borrowings
|
|
207,876
|
|
|
59,094
|
|
|
2,586
|
|
|||
Repayments of short-term borrowings
|
|
(226,091
|
)
|
|
(35,400
|
)
|
|
(579,901
|
)
|
|||
Proceeds from issuances of common stock
|
|
44,704
|
|
|
46,079
|
|
|
43,568
|
|
|||
Common stock repurchases
|
|
(78,399
|
)
|
|
—
|
|
|
—
|
|
|||
Tax (deficiency) benefit from stock based compensation
|
|
(1,344
|
)
|
|
(3,213
|
)
|
|
3,956
|
|
|||
Distributions to noncontrolling interests
|
|
(6,081
|
)
|
|
(7,974
|
)
|
|
(5,376
|
)
|
|||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
3,868
|
|
|||
Net cash provided by (used for) financing activities
|
|
304,920
|
|
|
(59,707
|
)
|
|
(2,724
|
)
|
|||
Effect of Exchange Rate Changes
|
|
(31,612
|
)
|
|
(7,778
|
)
|
|
10,870
|
|
|||
Increase (Decrease) in Cash and Cash Equivalents
|
|
(523,758
|
)
|
|
223,948
|
|
|
126,824
|
|
|||
Cash and Cash Equivalents at Beginning of Period
|
|
1,256,405
|
|
|
1,032,457
|
|
|
905,633
|
|
|||
Cash and Cash Equivalents at End of Period
|
|
$
|
732,647
|
|
|
$
|
1,256,405
|
|
|
$
|
1,032,457
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Cost-reimbursable
|
|
83
|
%
|
|
85
|
%
|
|
85
|
%
|
Fixed-price
|
|
17
|
%
|
|
15
|
%
|
|
15
|
%
|
2014
|
|
2013
|
|
2012
|
||||||
$
|
2,954.9
|
|
|
$
|
2,624.8
|
|
|
$
|
2,328.4
|
|
|
|
Customer
Relationships,
Contracts, and
Backlog
|
|
Developed
Technology
|
|
Trade
Names
|
|
Other
|
|
Total
|
||||||||||
Balances, September 30, 2011
|
|
$
|
229,738
|
|
|
$
|
21,977
|
|
|
$
|
3,473
|
|
|
$
|
3,818
|
|
|
$
|
259,006
|
|
Acquisitions
|
|
13,010
|
|
|
—
|
|
|
1,200
|
|
|
410
|
|
|
14,620
|
|
|||||
Amortization
|
|
(24,406
|
)
|
|
(1,533
|
)
|
|
(1,430
|
)
|
|
(1,597
|
)
|
|
(28,966
|
)
|
|||||
Foreign currency translation
|
|
(613
|
)
|
|
—
|
|
|
(161
|
)
|
|
(124
|
)
|
|
(898
|
)
|
|||||
Balances, September 28, 2012
|
|
217,729
|
|
|
20,444
|
|
|
3,082
|
|
|
2,507
|
|
|
243,762
|
|
|||||
Acquisitions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization
|
|
(20,731
|
)
|
|
(1,533
|
)
|
|
(614
|
)
|
|
(1,130
|
)
|
|
(24,008
|
)
|
|||||
Foreign currency translation
|
|
(1,471
|
)
|
|
—
|
|
|
(289
|
)
|
|
(90
|
)
|
|
(1,850
|
)
|
|||||
Balances, September 27, 2013
|
|
195,527
|
|
|
18,911
|
|
|
2,179
|
|
|
1,287
|
|
|
217,904
|
|
|||||
Acquisitions
|
|
249,164
|
|
|
—
|
|
|
15,049
|
|
|
—
|
|
|
264,213
|
|
|||||
Amortization
|
|
(37,737
|
)
|
|
(1,533
|
)
|
|
(3,251
|
)
|
|
(693
|
)
|
|
(43,214
|
)
|
|||||
Foreign currency translation
|
|
1,087
|
|
|
—
|
|
|
171
|
|
|
31
|
|
|
1,289
|
|
|||||
Balances, September 26, 2014
|
|
$
|
408,041
|
|
|
$
|
17,378
|
|
|
$
|
14,148
|
|
|
$
|
625
|
|
|
$
|
440,192
|
|
Weighted average amortization period (years)
|
|
10.2
|
|
|
12.0
|
|
|
4.0
|
|
|
11.6
|
|
|
10.1
|
|
Assets:
|
|
||
Cash and cash equivalents
|
$
|
152,051
|
|
Receivables and other current assets
|
367,580
|
|
|
Property and equipment, and other
|
71,630
|
|
|
Intangible assets
|
202,166
|
|
|
Total assets
|
793,427
|
|
|
Liabilities:
|
|
||
Current liabilities
|
333,298
|
|
|
Deferred tax liability
|
70,758
|
|
|
Long-term liabilities
|
20,416
|
|
|
Total liabilities
|
424,472
|
|
|
Net identifiable assets acquired
|
$
|
368,955
|
|
Goodwill
|
850,719
|
|
|
Net assets acquired
|
$
|
1,219,674
|
|
|
2014
|
|
2013
|
||||
Revenues
|
$
|
12,944,848
|
|
|
$
|
13,064,768
|
|
Net earnings attributable to Jacobs
|
$
|
335,658
|
|
|
$
|
488,434
|
|
Basic earnings per share
|
$
|
2.57
|
|
|
$
|
3.78
|
|
Diluted earnings per share
|
$
|
2.54
|
|
|
$
|
3.73
|
|
Award Type
|
|
2014
|
|
2013
|
|
2012
|
Restricted Stock and Restricted
Stock Units (excluding Market and Performance Awards) |
|
$17,307
|
|
$12,836
|
|
$11,021
|
Stock Options
|
|
10,829
|
|
11,385
|
|
14,067
|
Market and Performance Awards
|
|
15,264
|
|
15,297
|
|
7,354
|
Total Expense
|
|
$43,400
|
|
$39,518
|
|
$32,442
|
|
|
Awards Made to Employees
|
|
Awards Made to Directors
|
||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
Dividend yield
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
Expected volatility
|
|
34.25
|
%
|
|
38.37
|
%
|
|
43.28
|
%
|
|
35.30
|
%
|
|
37.65
|
%
|
|
41.42
|
%
|
Risk-free interest rate
|
|
1.79
|
%
|
|
1.11
|
%
|
|
0.95
|
%
|
|
1.76
|
%
|
|
0.95
|
%
|
|
1.11
|
%
|
Expected term of options (in years)
|
|
5.82
|
|
|
5.82
|
|
|
5.82
|
|
|
5.82
|
|
|
5.82
|
|
|
5.82
|
|
Company TSR Percentile Rank
|
|
TSR Performance Multiplier
|
Below 30th percentile
|
|
—%
|
30th percentile
|
|
50%
|
50th percentile
|
|
100%
|
70th percentile or above
|
|
150%
|
|
2014
|
2013
|
2012
|
|||
Dividend yield
|
—
|
%
|
—
|
%
|
—
|
%
|
Expected volatility
|
24.77
|
%
|
29.18
|
%
|
36.30
|
|
Risk-free interest rate
|
0.80
|
%
|
0.42
|
%
|
0.42
|
|
Expected term (in years)
|
3
|
|
3
|
|
3
|
|
Average Net
Earnings Growth
|
|
Net Earnings Growth
Performance
Multiplier
|
Less than 5%
|
|
—%
|
5%
|
|
50%
|
10%
|
|
100%
|
15%
|
|
150%
|
20%
|
|
200%
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Aggregate Purchase Price Paid for Shares Sold:
|
|
|
|
|
|
|
||||||
Under the 1989 ESPP
|
|
$
|
30,354,723
|
|
|
$
|
30,012,848
|
|
|
$
|
32,236,660
|
|
Under the GESPP
|
|
3,314,046
|
|
|
3,068,578
|
|
|
2,944,987
|
|
|||
Total
|
|
$
|
33,668,769
|
|
|
$
|
33,081,426
|
|
|
$
|
35,181,647
|
|
Aggregate Number of Shares Sold:
|
|
|
|
|
|
|
||||||
Under the 1989 ESPP
|
|
553,201
|
|
|
642,675
|
|
|
853,819
|
|
|||
Under the GESPP
|
|
59,883
|
|
|
64,963
|
|
|
76,360
|
|
|||
Total
|
|
613,084
|
|
|
707,638
|
|
|
930,179
|
|
|
|
1999 SIP
|
|
1999 ODSP
|
|
Total
|
|||
Number of shares authorized
|
|
29,850,000
|
|
|
800,000
|
|
|
30,650,000
|
|
Number of remaining shares reserved for issuance at September 26, 2014
|
|
11,072,944
|
|
|
357,000
|
|
|
11,429,944
|
|
Number of shares relating to outstanding stock options at September 26, 2014
|
|
3,954,272
|
|
|
266,875
|
|
|
4,221,147
|
|
Number of shares available for future awards:
|
|
|
|
|
|
|
|||
At September 26, 2014
|
|
7,118,672
|
|
|
90,125
|
|
|
7,208,797
|
|
At September 27, 2013
|
|
5,099,632
|
|
|
140,125
|
|
|
5,239,757
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Restricted Stock and Restricted Stock Units (service condition)
|
|
$
|
6,820
|
|
|
$
|
13,054
|
|
|
$
|
7,955
|
|
Restricted Stock Units (service, market, and performance conditions at target)
|
|
18,675
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
25,495
|
|
|
$
|
13,054
|
|
|
$
|
7,955
|
|
2014
|
|
2013
|
|
2012
|
||||||
$
|
43,400
|
|
|
$
|
39,518
|
|
|
$
|
32,442
|
|
|
|
Number of
Stock
Options
|
|
Weighted
Average
Exercise
Price
|
|||
Outstanding at September 30, 2011
|
|
6,461,510
|
|
|
$
|
43.28
|
|
Granted
|
|
658,700
|
|
|
$
|
37.45
|
|
Exercised
|
|
(1,281,449
|
)
|
|
$
|
22.54
|
|
Cancelled or expired
|
|
(82,027
|
)
|
|
$
|
43.92
|
|
Outstanding at September 28, 2012
|
|
5,756,734
|
|
|
$
|
47.23
|
|
Granted
|
|
753,450
|
|
|
$
|
54.71
|
|
Exercised
|
|
(1,782,371
|
)
|
|
$
|
37.00
|
|
Cancelled or expired
|
|
(121,601
|
)
|
|
$
|
50.22
|
|
Outstanding at September 27, 2013
|
|
4,606,212
|
|
|
$
|
52.33
|
|
Granted
|
|
602,525
|
|
|
$
|
53.51
|
|
Exercised
|
|
(718,065
|
)
|
|
$
|
47.18
|
|
Cancelled or expired
|
|
(269,525
|
)
|
|
$
|
54.46
|
|
Outstanding at September 26, 2014
|
|
4,221,147
|
|
|
$
|
53.23
|
|
2014
|
|
2013
|
|
2012
|
||||||
$
|
9,590
|
|
|
$
|
22,163
|
|
|
$
|
26,196
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
At fiscal year end:
|
|
|
|
|
|
|
||||||
Range of exercise prices for options outstanding
|
|
$25.87–$94.11
|
|
$20.98–$94.11
|
|
$18.49–$94.11
|
||||||
Number of options exercisable
|
|
2,725,980
|
|
|
3,034,111
|
|
|
4,219,557
|
|
|||
For the fiscal year:
|
|
|
|
|
|
|
||||||
Range of prices relating to options exercised
|
|
$20.98–$57.54
|
|
|
$18.49–$56.95
|
|
|
$13.29–$37.73
|
|
|||
Estimated weighted average Fair Values of options granted
|
|
$
|
19.04
|
|
|
$
|
20.64
|
|
|
$
|
15.55
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
|
Number
|
|
Weighted
Average
Remaining
Contractual
Life
(years)
|
|
Weighted
Average
Price
|
|
Number
|
|
Weighted
Average
Exercise
Price
|
||||||
$25.87 - $26.80
|
|
21,500
|
|
|
0.44
|
|
$
|
26.73
|
|
|
21,500
|
|
|
$
|
26.73
|
|
$32.51 - $37.32
|
|
531,375
|
|
|
7.55
|
|
37.01
|
|
|
269,625
|
|
|
37.00
|
|
||
$37.43 - $46.37
|
|
1,460,412
|
|
|
5.44
|
|
42.39
|
|
|
1,363,037
|
|
|
42.30
|
|
||
$47.11 - $55.04
|
|
1,453,911
|
|
|
8.53
|
|
52.99
|
|
|
397,644
|
|
|
51.02
|
|
||
$55.13 - $57.81
|
|
17,000
|
|
|
5.04
|
|
56.51
|
|
|
10,250
|
|
|
57.27
|
|
||
$60.08 - $83.61
|
|
165,075
|
|
|
5.31
|
|
70.40
|
|
|
92,050
|
|
|
78.42
|
|
||
$88.19 - $94.11
|
|
571,874
|
|
|
0.64
|
|
92.57
|
|
|
571,874
|
|
|
92.57
|
|
||
|
|
4,221,147
|
|
|
6.09
|
|
$
|
53.23
|
|
|
2,725,980
|
|
|
$
|
—
|
|
|
|
2014(1)
|
|
2013(1)
|
|
2012
|
|||
Restricted stock
|
|
589,150
|
|
|
445,200
|
|
|
497,100
|
|
Restricted stock units (service condition)
|
|
287,545
|
|
|
107,500
|
|
|
116,450
|
|
Restricted stock units (service, market, and performance conditions at target)
|
|
432,700
|
|
|
471,250
|
|
|
525,000
|
|
|
|
2014(1)(2)
|
|
2013(1)(2)
|
|
2012
|
|||
Restricted stock
|
|
147,221
|
|
|
128,923
|
|
|
80,460
|
|
Restricted stock units (service condition)
|
|
12,333
|
|
|
3,385
|
|
|
5,650
|
|
Restricted stock units (service, market, and performance conditions at target)
|
|
52,000
|
|
|
32,000
|
|
|
22,000
|
|
|
|
Not Fungible
|
|
Fungible
|
|
Total
|
|||
Restricted stock
|
|
929,990
|
|
|
985,400
|
|
|
1,915,390
|
|
Restricted stock units (service condition)
|
|
103,920
|
|
|
384,995
|
|
|
488,915
|
|
Restricted stock units (service, market, and performance conditions at target)
|
|
475,000
|
|
|
871,950
|
|
|
1,346,950
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Restricted stock units (service condition)
|
|
15,000
|
|
|
13,500
|
|
|
8,000
|
|
|
|
2014
|
|
Restricted stock
|
|
40,000
|
|
Restricted stock units (service condition)
|
|
62,500
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Shares used to calculate EPS:
|
|
|
|
|
|
|
|||
Weighted average shares outstanding
(denominator used to compute basic EPS)
|
|
130,483
|
|
|
129,288
|
|
|
127,644
|
|
Effect of stock options and restricted stock
|
|
1,888
|
|
|
1,657
|
|
|
1,048
|
|
Denominator used to compute diluted EPS
|
|
132,371
|
|
|
130,945
|
|
|
128,692
|
|
Antidilutive stock options, shares of restricted stock, and restricted stock units
|
|
2,074
|
|
|
2,603
|
|
|
5,093
|
|
|
Amount Authorized
(in thousands)
|
|
Average Price Per Share (1)
|
|
Total Shares Retired
|
|
|
Shares Repurchased
2014
|
||||||
|
$
|
500,000
|
|
|
$
|
52.27
|
|
|
1,500
|
|
|
|
1,500
|
|
(1)
|
Includes commissions paid and calculated as the average price per share since the repurchase
|
|
|
2014
|
|
2013
|
||||
Maximum amount outstanding at any month-end during the fiscal year
|
|
$
|
1,036,066
|
|
|
$
|
526,602
|
|
Average amount outstanding during the year
|
|
$
|
866,264
|
|
|
$
|
470,343
|
|
Weighted average interest rate during the year
|
|
1.18
|
%
|
|
1.11
|
%
|
2014
|
|
2013
|
|
2012
|
||||||
$
|
13,841
|
|
|
$
|
6,685
|
|
|
$
|
8,572
|
|
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net benefit obligation at the
beginning of the year
|
|
$
|
468,439
|
|
|
$
|
509,605
|
|
|
$
|
1,307,331
|
|
|
$
|
1,191,345
|
|
Service cost
|
|
12,077
|
|
|
13,814
|
|
|
25,374
|
|
|
30,117
|
|
||||
Interest cost
|
|
22,041
|
|
|
18,569
|
|
|
54,208
|
|
|
51,331
|
|
||||
Participants’ contributions
|
|
3,095
|
|
|
3,071
|
|
|
9,082
|
|
|
11,805
|
|
||||
Actuarial (gains)/losses
|
|
27,076
|
|
|
(42,689
|
)
|
|
105,838
|
|
|
57,764
|
|
||||
Benefits paid
|
|
(35,634
|
)
|
|
(33,960
|
)
|
|
(33,387
|
)
|
|
(34,058
|
)
|
||||
Curtailments and settlements
|
|
—
|
|
|
—
|
|
|
(269,580
|
)
|
|
(6,297
|
)
|
||||
Plan amendments
|
|
(1,306
|
)
|
|
—
|
|
|
—
|
|
|
109
|
|
||||
Special termination benefits
|
|
—
|
|
|
29
|
|
|
—
|
|
|
—
|
|
||||
Effect of exchange rate changes
|
|
—
|
|
|
—
|
|
|
(2,346
|
)
|
|
5,215
|
|
||||
Net benefit obligation at the end
of the year
|
|
$
|
495,788
|
|
|
$
|
468,439
|
|
|
$
|
1,196,520
|
|
|
$
|
1,307,331
|
|
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Fair Value of plan assets at the
beginning of the year
|
|
$
|
390,777
|
|
|
$
|
359,348
|
|
|
$
|
982,479
|
|
|
$
|
877,950
|
|
Actual return on plan assets
|
|
45,484
|
|
|
53,495
|
|
|
130,665
|
|
|
72,368
|
|
||||
Employer contributions
|
|
11,628
|
|
|
8,823
|
|
|
57,977
|
|
|
53,885
|
|
||||
Participants’ contributions
|
|
3,095
|
|
|
3,071
|
|
|
9,082
|
|
|
11,805
|
|
||||
Gross benefits paid
|
|
(35,634
|
)
|
|
(33,960
|
)
|
|
(33,387
|
)
|
|
(34,058
|
)
|
||||
Business combinations/consolidations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Curtailments/settlements
|
|
—
|
|
|
—
|
|
|
(268,486
|
)
|
|
(4,973
|
)
|
||||
Effect of exchange rate changes
|
|
—
|
|
|
—
|
|
|
(2,159
|
)
|
|
5,502
|
|
||||
Fair Value of plan assets at the
end of the year
|
|
$
|
415,350
|
|
|
$
|
390,777
|
|
|
$
|
876,171
|
|
|
$
|
982,479
|
|
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net benefit obligation at the end
of the year
|
|
$
|
495,788
|
|
|
$
|
468,439
|
|
|
$
|
1,196,520
|
|
|
$
|
1,307,331
|
|
Fair Value of plan assets at the end
of the year
|
|
415,350
|
|
|
390,777
|
|
|
876,171
|
|
|
982,479
|
|
||||
Under-funded amount recognized
at the end of the year
|
|
$
|
80,438
|
|
|
$
|
77,662
|
|
|
$
|
320,349
|
|
|
$
|
324,852
|
|
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Accumulated benefit obligation at the
end of the year
|
|
$
|
455,245
|
|
|
$
|
431,726
|
|
|
$
|
1,128,715
|
|
|
$
|
1,222,234
|
|
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Prepaid benefit cost included in
prepaid assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,123
|
|
|
$
|
15,193
|
|
Accrued benefit cost included in
current liabilities
|
|
—
|
|
|
—
|
|
|
1,447
|
|
|
1,000
|
|
||||
Accrued benefit cost included in
noncurrent liabilities
|
|
80,438
|
|
|
77,662
|
|
|
326,025
|
|
|
339,045
|
|
||||
Net amount recognized at the end of
the year
|
|
$
|
80,438
|
|
|
$
|
77,662
|
|
|
$
|
320,349
|
|
|
$
|
324,852
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Weighted average discount rates
|
|
3.9% to 4.4%
|
|
|
4.4% to 5.0%
|
|
|
3.4% to 3.9%
|
|
Rates of compensation increases
|
|
2.95
|
%
|
|
2.80
|
%
|
|
3.25
|
%
|
Expected long-term rates of return
on plan assets
|
|
7.7
|
%
|
|
7.7
|
%
|
|
7.5
|
%
|
|
|
2014
|
|
2013
|
|
2012
|
Weighted average discount rates
|
|
1.8% to 8.8%
|
|
0.4% to 9.3%
|
|
0.6% to 8.4%
|
Rates of compensation increases
|
|
2.6% to 7.5%
|
|
2.5% to 7.5%
|
|
2.8% to 7.5%
|
Expected long-term rates of return
on plan assets
|
|
4.5% to 8.5%
|
|
0.4% to 8.5%
|
|
2.4% to 8.5%
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Arising during the period:
|
|
|
|
|
|
|
||||||
Net actuarial (gain) loss
|
|
$
|
1,378
|
|
|
$
|
(15,850
|
)
|
|
$
|
2,756
|
|
Reclassification adjustments:
|
|
|
|
|
|
|
||||||
Net actuarial gain
|
|
(2,255
|
)
|
|
(2,674
|
)
|
|
(2,011
|
)
|
|||
Total
|
|
$
|
(877
|
)
|
|
$
|
(18,524
|
)
|
|
$
|
745
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Arising during the period:
|
|
|
|
|
|
|
||||||
Net actuarial loss (gain)
|
|
$
|
48,752
|
|
|
$
|
27,417
|
|
|
$
|
83,298
|
|
Prior service cost (benefit)
|
|
(1
|
)
|
|
297
|
|
|
(1,947
|
)
|
|||
Total
|
|
48,751
|
|
|
27,714
|
|
|
81,351
|
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
||||||
Net actuarial gain
|
|
(12,914
|
)
|
|
(9,778
|
)
|
|
(6,131
|
)
|
|||
Prior service cost (benefit)
|
|
(19
|
)
|
|
41
|
|
|
(23
|
)
|
|||
Total
|
|
(12,933
|
)
|
|
(9,737
|
)
|
|
(6,154
|
)
|
|||
Total
|
|
$
|
35,818
|
|
|
$
|
17,977
|
|
|
$
|
75,197
|
|
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net actuarial loss
|
|
$
|
49,569
|
|
|
$
|
50,446
|
|
|
$
|
263,913
|
|
|
$
|
228,074
|
|
Prior service cost
|
|
—
|
|
|
—
|
|
|
(487
|
)
|
|
(466
|
)
|
||||
Total
|
|
$
|
49,569
|
|
|
$
|
50,446
|
|
|
$
|
263,426
|
|
|
$
|
227,608
|
|
|
|
U.S.
Pension
Plans
|
|
Non-U.S.
Pension
Plans
|
||||
Unrecognized net actuarial loss
|
|
$
|
3,756
|
|
|
$
|
18,505
|
|
Unrecognized prior service cost
|
|
(239
|
)
|
|
(99
|
)
|
||
Accumulated comprehensive loss to be recorded against earnings
|
|
$
|
3,517
|
|
|
$
|
18,406
|
|
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Equity securities
|
|
75
|
%
|
|
74
|
%
|
|
29
|
%
|
|
32
|
%
|
Debt securities
|
|
21
|
%
|
|
20
|
%
|
|
32
|
%
|
|
31
|
%
|
Real estate investments
|
|
—
|
%
|
|
1
|
%
|
|
7
|
%
|
|
6
|
%
|
Other
|
|
4
|
%
|
|
5
|
%
|
|
32
|
%
|
|
31
|
%
|
|
|
Fair Values By Level of
Fair Value Measurement Inputs
|
||||||||||
|
|
Level 1
|
|
Level 3
|
|
Total
|
||||||
Domestic equities
|
|
$
|
268,674
|
|
|
$
|
—
|
|
|
$
|
268,674
|
|
Overseas equities
|
|
40,587
|
|
|
—
|
|
|
40,587
|
|
|||
Domestic bonds
|
|
85,853
|
|
|
—
|
|
|
85,853
|
|
|||
Cash and equivalents
|
|
3,932
|
|
|
—
|
|
|
3,932
|
|
|||
Real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Hedge funds
|
|
—
|
|
|
16,304
|
|
|
16,304
|
|
|||
Total
|
|
$
|
399,046
|
|
|
$
|
16,304
|
|
|
$
|
415,350
|
|
|
|
Fair Values By Level of
Fair Value Measurement Inputs |
||||||||||
|
|
Level 1
|
|
Level 3
|
|
Total
|
||||||
Domestic equities
|
|
$
|
33,842
|
|
|
$
|
—
|
|
|
$
|
33,842
|
|
Overseas equities
|
|
218,779
|
|
|
—
|
|
|
218,779
|
|
|||
Domestic bonds
|
|
198,344
|
|
|
—
|
|
|
198,344
|
|
|||
Overseas bonds
|
|
76,349
|
|
|
—
|
|
|
76,349
|
|
|||
Cash and equivalents
|
|
37,487
|
|
|
—
|
|
|
37,487
|
|
|||
Real estate
|
|
—
|
|
|
59,966
|
|
|
59,966
|
|
|||
Insurance contracts
|
|
—
|
|
|
37,468
|
|
|
37,468
|
|
|||
Hedge funds
|
|
—
|
|
|
213,936
|
|
|
213,936
|
|
|||
Total
|
|
$
|
564,801
|
|
|
$
|
311,370
|
|
|
$
|
876,171
|
|
|
|
Fair Values By Level of
Fair Value Measurement Inputs |
||||||||||
|
|
Level 1
|
|
Level 3
|
|
Total
|
||||||
Domestic equities
|
|
$
|
247,155
|
|
|
$
|
—
|
|
|
$
|
247,155
|
|
Overseas equities
|
|
40,719
|
|
|
—
|
|
|
40,719
|
|
|||
Domestic bonds
|
|
79,482
|
|
|
—
|
|
|
79,482
|
|
|||
Cash and equivalents
|
|
3,499
|
|
|
—
|
|
|
3,499
|
|
|||
Real estate
|
|
—
|
|
|
4,411
|
|
|
4,411
|
|
|||
Hedge funds
|
|
—
|
|
|
15,511
|
|
|
15,511
|
|
|||
Total
|
|
$
|
370,855
|
|
|
$
|
19,922
|
|
|
$
|
390,777
|
|
|
|
Fair Values By Level of
Fair Value Measurement Inputs |
||||||||||
|
|
Level 1
|
|
Level 3
|
|
Total
|
||||||
Domestic equities
|
|
$
|
108,261
|
|
|
$
|
—
|
|
|
$
|
108,261
|
|
Overseas equities
|
|
207,607
|
|
|
—
|
|
|
207,607
|
|
|||
Domestic bonds
|
|
230,202
|
|
|
—
|
|
|
230,202
|
|
|||
Overseas bonds
|
|
76,372
|
|
|
—
|
|
|
76,372
|
|
|||
Cash and equivalents
|
|
28,185
|
|
|
—
|
|
|
28,185
|
|
|||
Infrastructure / raw Goods
|
|
—
|
|
|
7,076
|
|
|
7,076
|
|
|||
Real estate
|
|
—
|
|
|
57,173
|
|
|
57,173
|
|
|||
Insurance contracts
|
|
—
|
|
|
21,214
|
|
|
21,214
|
|
|||
Hedge funds
|
|
—
|
|
|
246,389
|
|
|
246,389
|
|
|||
Total
|
|
$
|
650,627
|
|
|
$
|
331,852
|
|
|
$
|
982,479
|
|
|
|
Real
Estate
|
|
Hedge
Funds
|
||||
Balance, beginning of year
|
|
$
|
4,411
|
|
|
$
|
15,511
|
|
Sale
|
|
(4,411
|
)
|
|
—
|
|
||
Realized and unrealized gains (losses)
|
|
—
|
|
|
793
|
|
||
Balance, end of year
|
|
$
|
—
|
|
|
$
|
16,304
|
|
|
|
Infrastructure
/ Raw Goods
|
|
Real
Estate
|
|
Insurance
Contracts
|
|
Hedge
Funds
|
||||||||
Balance, beginning of year
|
|
$
|
7,076
|
|
|
$
|
57,173
|
|
|
$
|
21,214
|
|
|
$
|
246,389
|
|
Purchases, sales, and settlements
|
|
(8,125
|
)
|
|
(6,022
|
)
|
|
975
|
|
|
4,915
|
|
||||
Realized and unrealized gains
|
|
1,025
|
|
|
8,341
|
|
|
926
|
|
|
(41,096
|
)
|
||||
Transfers
|
|
—
|
|
|
—
|
|
|
15,756
|
|
|
—
|
|
||||
Effect of exchange rate changes
|
|
24
|
|
|
474
|
|
|
(1,403
|
)
|
|
3,728
|
|
||||
Balance, end of year
|
|
$
|
—
|
|
|
$
|
59,966
|
|
|
$
|
37,468
|
|
|
$
|
213,936
|
|
|
|
Real
Estate
|
|
Hedge
Funds
|
||||
Balance, beginning of year
|
|
$
|
4,841
|
|
|
$
|
14,471
|
|
Transfers
|
|
—
|
|
|
—
|
|
||
Realized and unrealized losses
|
|
(430
|
)
|
|
1,040
|
|
||
Balance, end of year
|
|
$
|
4,411
|
|
|
$
|
15,511
|
|
|
|
Infrastructure
/ Raw Goods
|
|
Real
Estate
|
|
Insurance
Contracts
|
|
Hedge
Funds
|
||||||||
Balance, beginning of year
|
|
$
|
6,111
|
|
|
$
|
49,537
|
|
|
$
|
18,291
|
|
|
$
|
93,400
|
|
Purchases, sales, and settlements
|
|
—
|
|
|
—
|
|
|
1,646
|
|
|
144,441
|
|
||||
Realized and unrealized gains
|
|
678
|
|
|
7,670
|
|
|
1,058
|
|
|
4,664
|
|
||||
Transfers
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Effect of exchange rate changes
|
|
287
|
|
|
(34
|
)
|
|
219
|
|
|
3,884
|
|
||||
Balance, end of year
|
|
$
|
7,076
|
|
|
$
|
57,173
|
|
|
$
|
21,214
|
|
|
$
|
246,389
|
|
U.S.
Pension Plans
|
|
Non-U.S.
Pension Plans
|
||||
$
|
4,000
|
|
|
$
|
38,079
|
|
|
|
U.S. Pension Plans
|
|
Non-U.S.
Pension Plans
|
||||
2015
|
|
$
|
38,355
|
|
|
$
|
34,024
|
|
2016
|
|
40,911
|
|
|
33,485
|
|
||
2017
|
|
43,283
|
|
|
35,170
|
|
||
2018
|
|
40,881
|
|
|
37,757
|
|
||
2019
|
|
40,955
|
|
|
38,445
|
|
||
For the period 2020 through 2024
|
|
208,013
|
|
|
242,260
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Service cost
|
|
$
|
12,077
|
|
|
$
|
13,814
|
|
|
$
|
12,838
|
|
Interest cost
|
|
22,041
|
|
|
18,569
|
|
|
20,923
|
|
|||
Expected return on plan assets
|
|
(28,495
|
)
|
|
(25,826
|
)
|
|
(23,764
|
)
|
|||
Actuarial loss
|
|
3,608
|
|
|
8,030
|
|
|
10,981
|
|
|||
Prior service cost
|
|
(103
|
)
|
|
(103
|
)
|
|
(103
|
)
|
|||
Net pension cost, before special items
|
|
9,128
|
|
|
14,484
|
|
|
20,875
|
|
|||
Special termination benefits
|
|
—
|
|
|
29
|
|
|
—
|
|
|||
Settlement loss
|
|
—
|
|
|
—
|
|
|
6,035
|
|
|||
Total net periodic pension cost recognized
|
|
$
|
9,128
|
|
|
$
|
14,513
|
|
|
$
|
26,910
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Service cost
|
|
$
|
25,374
|
|
|
$
|
30,117
|
|
|
$
|
22,723
|
|
Interest cost
|
|
54,208
|
|
|
51,331
|
|
|
54,287
|
|
|||
Expected return on plan assets
|
|
(56,394
|
)
|
|
(54,817
|
)
|
|
(50,996
|
)
|
|||
Actuarial loss
|
|
15,993
|
|
|
13,276
|
|
|
8,227
|
|
|||
Prior service cost
|
|
(28
|
)
|
|
(43
|
)
|
|
152
|
|
|||
Net pension cost, before special
items
|
|
39,153
|
|
|
39,864
|
|
|
34,393
|
|
|||
Curtailments and settlements
|
|
(15,894
|
)
|
|
(383
|
)
|
|
1,326
|
|
|||
Total net periodic pension cost
recognized
|
|
$
|
23,259
|
|
|
$
|
39,481
|
|
|
$
|
35,719
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Canada
|
|
$
|
56,341
|
|
|
$
|
72,660
|
|
|
$
|
72,053
|
|
Europe and Australia
|
|
12,693
|
|
|
12,930
|
|
|
10,808
|
|
|||
United States
|
|
4,485
|
|
|
4,366
|
|
|
4,420
|
|
|||
Total
|
|
$
|
73,519
|
|
|
$
|
89,956
|
|
|
$
|
87,281
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Amortization of Defined Benefit Items:
|
|
|
|
|
|
||||||
Actuarial losses
|
$
|
(19,601
|
)
|
|
$
|
(17,554
|
)
|
|
$
|
(11,444
|
)
|
Prior service benefit (cost)
|
28
|
|
|
43
|
|
|
(152
|
)
|
|||
Total Before Income Tax
|
(19,573
|
)
|
|
(17,511
|
)
|
|
(11,596
|
)
|
|||
Income Tax Benefit
|
4,385
|
|
|
5,859
|
|
|
3,955
|
|
|||
Total reclassifications after-tax
|
$
|
(15,188
|
)
|
|
$
|
(11,652
|
)
|
|
$
|
(7,641
|
)
|
2014
|
|
2013
|
|
2012
|
||||||
$
|
88,951
|
|
|
$
|
74,686
|
|
|
$
|
70,211
|
|
2014
|
|
2013
|
|
2012
|
||||||
$
|
5,321
|
|
|
$
|
4,470
|
|
|
$
|
4,349
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current income tax expense:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
102,450
|
|
|
$
|
121,302
|
|
|
$
|
111,035
|
|
State
|
|
18,698
|
|
|
23,246
|
|
|
23,303
|
|
|||
Foreign
|
|
38,107
|
|
|
74,107
|
|
|
69,080
|
|
|||
Total current tax expense
|
|
159,255
|
|
|
218,655
|
|
|
203,418
|
|
|||
Deferred income tax expense (benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
7,561
|
|
|
(4,718
|
)
|
|
(2,505
|
)
|
|||
State
|
|
2,789
|
|
|
(582
|
)
|
|
(1,985
|
)
|
|||
Foreign
|
|
20,449
|
|
|
8,011
|
|
|
3,454
|
|
|||
Total deferred income tax
expense (benefit)
|
|
30,799
|
|
|
2,711
|
|
|
(1,036
|
)
|
|||
Consolidated income tax expense
|
|
$
|
190,054
|
|
|
$
|
221,366
|
|
|
$
|
202,382
|
|
|
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Obligations relating to:
|
|
|
|
|
||||
Defined benefit pension plans
|
|
$
|
67,822
|
|
|
$
|
97,349
|
|
Other employee benefit plans
|
|
215,863
|
|
|
198,869
|
|
||
Net operating losses
|
|
64,063
|
|
|
41,836
|
|
||
Self-insurance programs
|
|
4,672
|
|
|
1,758
|
|
||
Contract revenues and costs
|
|
39,734
|
|
|
19,468
|
|
||
Other
|
|
3,039
|
|
|
6,564
|
|
||
Valuation allowance
|
|
(54,651
|
)
|
|
(37,300
|
)
|
||
Gross deferred tax assets
|
|
340,542
|
|
|
328,544
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
(193,726
|
)
|
|
(127,974
|
)
|
||
Residual US tax on unremitted non-US
earnings
|
|
—
|
|
|
(6,724
|
)
|
||
Other, net
|
|
(1,372
|
)
|
|
(7,560
|
)
|
||
Gross deferred tax liabilities
|
|
(195,098
|
)
|
|
(142,258
|
)
|
||
Net deferred tax assets
|
|
$
|
145,444
|
|
|
$
|
186,286
|
|
2014
|
|
2013
|
|
2012
|
||||||
$
|
3.4
|
|
|
$
|
7.3
|
|
|
$
|
9.3
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Statutory amount
|
|
$
|
189,758
|
|
|
$
|
231,542
|
|
|
$
|
207,668
|
|
State taxes, net of the federal
benefit
|
|
12,750
|
|
|
14,892
|
|
|
13,538
|
|
|||
Tax differential on foreign
earnings
|
|
(8,811
|
)
|
|
(20,253
|
)
|
|
(16,944
|
)
|
|||
Uncertain tax positions
|
|
(9,847
|
)
|
|
1,553
|
|
|
277
|
|
|||
Other, net
|
|
6,204
|
|
|
(6,368
|
)
|
|
(2,157
|
)
|
|||
Consolidated income tax expense
|
|
$
|
190,054
|
|
|
$
|
221,366
|
|
|
$
|
202,382
|
|
Rates used to compute statutory
amount
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|||
Consolidated effective income
tax rate
|
|
35.1
|
%
|
|
33.5
|
%
|
|
34.1
|
%
|
2014
|
|
2013
|
|
2012
|
||||||
$
|
173.6
|
|
|
$
|
235.8
|
|
|
$
|
191.4
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
United States earnings
|
|
$
|
288,800
|
|
|
$
|
352,404
|
|
|
$
|
286,987
|
|
Foreign earnings
|
|
253,366
|
|
|
309,144
|
|
|
306,349
|
|
|||
|
|
$
|
542,166
|
|
|
$
|
661,548
|
|
|
$
|
593,336
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, beginning of year
|
|
$
|
51,770
|
|
|
$
|
53,637
|
|
|
$
|
31,130
|
|
Additions based on tax positions related to the current year
|
|
6,528
|
|
|
5,447
|
|
|
6,110
|
|
|||
Additions for tax positions of prior years
|
|
—
|
|
|
—
|
|
|
21,438
|
|
|||
Reductions for tax positions of prior years
|
|
(16,375
|
)
|
|
(6,354
|
)
|
|
(4,441
|
)
|
|||
Settlement
|
|
—
|
|
|
(960
|
)
|
|
(600
|
)
|
|||
Balance, end of year
|
|
$
|
41,923
|
|
|
$
|
51,770
|
|
|
$
|
53,637
|
|
In fiscal years,
|
|
||
2015
|
$
|
230,866
|
|
2016
|
175,877
|
|
|
2017
|
153,295
|
|
|
2018
|
129,530
|
|
|
2019
|
96,865
|
|
|
Thereafter
|
308,890
|
|
|
|
1,095,323
|
|
|
Amounts representing sublease income
|
(19,259
|
)
|
|
Total, net aggregate future lease payments
|
$
|
1,076,064
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Rent expense
|
|
$
|
194,796
|
|
|
$
|
173,340
|
|
|
$
|
165,221
|
|
Sublease income
|
|
(6,102
|
)
|
|
(7,914
|
)
|
|
(8,402
|
)
|
|||
Net rent
|
|
$
|
188,694
|
|
|
$
|
165,426
|
|
|
$
|
156,819
|
|
End of lease term
|
2015
|
|
|
End of term purchase option (in thousands)
|
$
|
52,200
|
|
Residual value guaranty (in thousands)
|
$
|
38,800
|
|
|
|
2014
|
|
2013
|
||||
Amounts billed, net
|
|
$
|
1,425,341
|
|
|
$
|
1,389,278
|
|
Unbilled receivables and other
|
|
1,368,482
|
|
|
1,109,931
|
|
||
Retentions receivable
|
|
73,732
|
|
|
49,781
|
|
||
Total receivables, net
|
|
$
|
2,867,555
|
|
|
$
|
2,548,990
|
|
Other information about receivables:
|
|
|
|
|
||||
Amounts due from the United States federal
government included above, net of
advanced billings
|
|
$
|
324,928
|
|
|
$
|
292,698
|
|
Claims receivable
|
|
$
|
78,634
|
|
|
$
|
25,237
|
|
|
|
2014
|
|
2013
|
||||
Land
|
|
$
|
21,497
|
|
|
$
|
22,027
|
|
Buildings
|
|
128,584
|
|
|
131,690
|
|
||
Equipment
|
|
634,415
|
|
|
537,835
|
|
||
Leasehold improvements
|
|
287,814
|
|
|
204,940
|
|
||
Construction in progress
|
|
20,059
|
|
|
22,678
|
|
||
|
|
1,092,369
|
|
|
919,170
|
|
||
Accumulated depreciation and amortization
|
|
(635,572
|
)
|
|
(539,874
|
)
|
||
|
|
$
|
456,797
|
|
|
$
|
379,296
|
|
|
|
2014
|
|
2013
|
||||
Deferred income taxes
|
|
$
|
170,649
|
|
|
$
|
197,458
|
|
Cash surrender value of life insurance policies
|
|
116,686
|
|
|
100,253
|
|
||
Investments
|
|
226,628
|
|
|
194,782
|
|
||
Notes receivable
|
|
8,007
|
|
|
11,689
|
|
||
Reimbursable pension costs (a)
|
|
77,710
|
|
|
84,348
|
|
||
Other
|
|
38,570
|
|
|
26,025
|
|
||
Total
|
|
$
|
638,250
|
|
|
$
|
614,555
|
|
(a)
|
Consists of costs incurred relating to a defined benefit pension plan covering employees providing services on a contract with, and for the benefit of, the U.S. federal government pursuant to which such costs are fully reimbursable.
|
|
|
2014
|
|
2013
|
||||
Accrued payroll and related liabilities
|
|
$
|
782,615
|
|
|
$
|
688,391
|
|
Project-related accruals
|
|
218,460
|
|
|
115,418
|
|
||
Insurance liabilities
|
|
52,826
|
|
|
48,209
|
|
||
Sales and other similar taxes
|
|
52,373
|
|
|
47,973
|
|
||
Deferred rent
|
|
96,129
|
|
|
57,581
|
|
||
Other
|
|
77,153
|
|
|
72,244
|
|
||
Total
|
|
$
|
1,279,556
|
|
|
$
|
1,029,816
|
|
|
|
2014
|
|
2013
|
||||
Liabilities relating to defined benefit pension
and early retirement plans
|
|
$
|
407,263
|
|
|
$
|
416,707
|
|
Liabilities relating to nonqualified deferred
compensation arrangements
|
|
114,325
|
|
|
101,653
|
|
||
Deferred income taxes
|
|
195,098
|
|
|
142,258
|
|
||
Miscellaneous
|
|
117,392
|
|
|
62,486
|
|
||
Total
|
|
$
|
834,078
|
|
|
$
|
723,104
|
|
|
|
2014
|
|
2013
|
||||
Foreign currency translation adjustments
|
|
$
|
(62,919
|
)
|
|
$
|
(32,853
|
)
|
Adjustments relating to defined benefit pension plans
|
|
(299,210
|
)
|
|
(269,345
|
)
|
||
Other
|
|
(1,420
|
)
|
|
(1,929
|
)
|
||
Total
|
|
$
|
(363,549
|
)
|
|
$
|
(304,127
|
)
|
|
|
2014
|
|
2013
|
||||
Working capital
|
|
$
|
48,327
|
|
|
$
|
4,197
|
|
Property and equipment
|
|
59,216
|
|
|
386
|
|
||
Noncurrent assets
|
|
262,450
|
|
|
—
|
|
||
Deferred liabilities
|
|
(7,895
|
)
|
|
2,181
|
|
||
Non-controlling interests
|
|
16,572
|
|
|
18,589
|
|
||
Foreign currency translation
|
|
1,768
|
|
|
(3,461
|
)
|
||
Goodwill
|
|
1,005,923
|
|
|
17,537
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
7,078,366
|
|
|
$
|
6,993,594
|
|
|
$
|
6,749,583
|
|
Europe
|
|
2,402,399
|
|
|
2,148,504
|
|
|
1,681,421
|
|
|||
Canada
|
|
1,344,632
|
|
|
1,652,386
|
|
|
1,564,883
|
|
|||
Asia
|
|
299,086
|
|
|
204,203
|
|
|
156,748
|
|
|||
India
|
|
148,453
|
|
|
158,908
|
|
|
124,362
|
|
|||
Australia and New Zealand
|
|
709,379
|
|
|
141,507
|
|
|
253,932
|
|
|||
South America and Mexico
|
|
271,213
|
|
|
241,590
|
|
|
158,141
|
|
|||
Middle East and Africa
|
|
441,629
|
|
|
277,684
|
|
|
204,708
|
|
|||
Total
|
|
$
|
12,695,157
|
|
|
$
|
11,818,376
|
|
|
$
|
10,893,778
|
|
Long-Lived Assets:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
240,501
|
|
|
$
|
230,281
|
|
|
$
|
203,746
|
|
Europe
|
|
58,562
|
|
|
47,128
|
|
|
46,763
|
|
|||
Canada
|
|
51,622
|
|
|
61,122
|
|
|
47,539
|
|
|||
Asia
|
|
4,063
|
|
|
4,272
|
|
|
3,580
|
|
|||
India
|
|
17,960
|
|
|
15,049
|
|
|
17,094
|
|
|||
Australia
|
|
49,436
|
|
|
8,329
|
|
|
7,859
|
|
|||
South America and Mexico
|
|
11,084
|
|
|
6,159
|
|
|
2,400
|
|
|||
Middle East and Africa
|
|
23,569
|
|
|
6,956
|
|
|
2,150
|
|
|||
Total
|
|
$
|
456,797
|
|
|
$
|
379,296
|
|
|
$
|
331,131
|
|
2014
|
|
2013
|
|
2012
|
|||
17.8
|
%
|
|
19.9
|
%
|
|
22.1
|
%
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
|
|
Fiscal
Year
|
|
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
3,068,891
|
|
|
$
|
3,176,033
|
|
|
$
|
3,231,791
|
|
|
$
|
3,218,442
|
|
|
|
|
$
|
12,695,157
|
|
|
|
Operating profit (a)
|
|
145,047
|
|
|
122,434
|
|
|
123,937
|
|
|
136,650
|
|
|
|
|
528,068
|
|
|
|
|||||
Earnings before taxes
|
|
146,921
|
|
|
132,394
|
|
|
118,046
|
|
|
144,805
|
|
|
|
|
542,166
|
|
|
|
|||||
Net earnings of the Group
|
|
98,949
|
|
|
90,800
|
|
|
71,309
|
|
|
91,054
|
|
|
|
|
352,112
|
|
|
|
|||||
Net earnings attributable to
Jacobs
|
|
93,732
|
|
|
83,460
|
|
(d)
|
64,842
|
|
(b)
|
86,074
|
|
|
(b)
|
|
328,108
|
|
|
|
|||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
0.72
|
|
|
0.64
|
|
(d)
|
0.50
|
|
(b)
|
0.66
|
|
|
(b)
|
|
2.51
|
|
|
|
|||||
Diluted
|
|
0.71
|
|
|
0.63
|
|
(d)
|
0.49
|
|
(b)
|
0.65
|
|
|
(b)
|
|
2.48
|
|
|
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
2,759,641
|
|
|
$
|
2,835,084
|
|
|
$
|
3,080,995
|
|
|
$
|
3,142,656
|
|
|
|
|
$
|
11,818,376
|
|
|
|
Operating profit (a)
|
|
160,269
|
|
|
165,203
|
|
|
168,359
|
|
|
175,148
|
|
|
|
|
668,979
|
|
|
|
|||||
Earnings before taxes
|
|
156,311
|
|
|
161,908
|
|
|
168,423
|
|
|
174,906
|
|
|
|
|
661,548
|
|
|
|
|||||
Net earnings of the Group
|
|
104,523
|
|
|
107,089
|
|
|
112,089
|
|
|
116,481
|
|
|
|
|
440,182
|
|
|
|
|||||
Net earnings attributable to
Jacobs
|
|
99,010
|
|
|
104,401
|
|
|
108,871
|
|
|
110,811
|
|
|
|
|
423,093
|
|
|
|
|||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
0.77
|
|
|
0.81
|
|
|
0.84
|
|
|
0.85
|
|
|
|
|
3.27
|
|
|
|
|||||
Diluted
|
|
0.76
|
|
|
0.80
|
|
|
0.83
|
|
|
0.84
|
|
|
|
|
3.23
|
|
|
|
|||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
2,631,768
|
|
|
$
|
2,702,851
|
|
|
$
|
2,772,874
|
|
|
$
|
2,786,285
|
|
|
|
|
$
|
10,893,778
|
|
|
|
Operating profit (a)
|
|
141,952
|
|
|
133,138
|
|
|
153,366
|
|
|
167,617
|
|
|
|
|
596,073
|
|
|
|
|||||
Earnings before taxes
|
|
139,554
|
|
|
132,315
|
|
|
151,371
|
|
|
170,096
|
|
|
|
|
593,336
|
|
|
|
|||||
Net earnings of the Group
|
|
91,436
|
|
|
87,446
|
|
|
100,990
|
|
|
111,082
|
|
|
|
|
390,954
|
|
|
|
|||||
Net earnings attributable to
Jacobs
|
|
89,710
|
|
|
83,933
|
|
|
97,900
|
|
|
107,411
|
|
|
(c)
|
|
378,954
|
|
|
(c)
|
|||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
0.71
|
|
|
0.66
|
|
|
0.77
|
|
|
0.84
|
|
|
(c)
|
|
2.97
|
|
|
(c)
|
|||||
Diluted
|
|
0.70
|
|
|
0.65
|
|
|
0.76
|
|
|
0.83
|
|
|
(c)
|
|
2.94
|
|
|
(c)
|
(a)
|
Operating profit represents revenues less (i) direct costs of contracts, and (ii) selling, general and administrative expenses.
|
(b)
|
Includes costs of
$47.0 million
, or
$0.35
per diluted share, in the third quarter of fiscal 2014, and
$30.4 million
, or
$0.23
per diluted share, in the fourth quarter of fiscal 2014, related to the Company's restructuring activities.
|
(c)
|
Includes an after-tax gain of
$4.0 million
, or
$0.03
per diluted share, related to the sale of the Company's intellectual property for iron ore pelletizing and certain other related assets.
|
(d)
|
Includes
$6.4 million
, or
$0.05
per diluted share, increase to net earnings related to a gain on the sale of certain intellectual property in the second quarter of fiscal
2014
.
|
16.
|
Definitions
|
•
|
Level 1 inputs are quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2 inputs are observable inputs (other than quoted prices in active markets included in Level 1) such as (i) quoted prices for similar assets or liabilities, (ii) quoted prices in markets that have insufficient volume or infrequent transactions (i.e., less active markets), and (iii) model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data for substantially the full term of the asset or liability; and
|
•
|
Level 3 inputs are unobservable inputs to the valuation methodology that are significant to the fair value measurement.
|
|
|
|
Article No.
|
|
Contents
|
|
|
|
—
|
|
Purpose
|
|
|
|
Article I
|
|
Definitions and Constructions
|
|
|
|
Article II
|
|
Eligibility and Participation
|
|
|
|
Article III
|
|
Death Benefit
|
|
|
|
Article IV
|
|
Retirement Benefit
|
|
|
|
Article V
|
|
Beneficiary
|
|
|
|
Article VI
|
|
Leave of Absence
|
|
|
|
Article VII
|
|
Source of Benefits
|
|
|
|
Article VIII
|
|
Termination of Employment
|
|
|
|
Article IX
|
|
Termination of Participation
|
|
|
|
Article X
|
|
Terminations, Amendment, Modification or Supplement of Plan
|
|
|
|
Article XI
|
|
Other Benefits and Agreements
|
|
|
|
Article XII
|
|
Restriction on Alienation of Benefits
|
|
|
|
Article XIII
|
|
Administration of This Program
|
|
|
|
Article XIV
|
|
Adoption of Plan by Subsidiary, Affiliated or Associated Companies
|
|
|
|
Article XV
|
|
Miscellaneous
|
|
|
|
—
|
|
Signatures
|
(a)
|
“Beneficiary” shall mean the person or persons or the estate of a Participant entitled to receive any benefits under a Plan Agreement entered into in accordance with the terms of this Program.
|
(b)
|
“Board of Directors” shall mean the Board of Directors of JACOBS ENGINEERING GROUP INC. unless otherwise indicated or the context otherwise requires.
|
(c)
|
“Committee” shall mean the Administrative Committee appointed to manage and administer the Program and individual Plan Agreements in accordance with the provisions of Article XIV hereof.
|
(d)
|
“Company” shall mean JACOBS ENGINEERING GROUP INC.
|
(e)
|
“Employee” shall mean any person who is in the regular fulltime employment of the company, as determined by the personnel rules and practices of the Company or the subsidiary. The term does not include persons who are retained by the Company solely as consultants.
|
(f)
|
“Participant” shall mean an Employee who is selected and elects to participate in the program through the execution of a Plan agreement in accordance with the provisions of ARTICLE II.
|
(g)
|
“Plan Agreement” shall mean the form of written agreement, attached hereto as Annex I, which is entered into by and between the Company and an Employee selected to become a Participant as a condition to participation in the Program.
|
(h)
|
“Program” shall mean the Executive Security Program of JACOBS ENGINEERING GROUP INC. as embodied herein and as amended from time to time.
|
(i)
|
“Retirement” and “Retire” shall mean severance of employment with the company at or after the attainment of age fifty-five (55) with at least one year participation.
|
(a)
|
At the time of the Participant’s death prior to retirement, such Participant was an Employee, or was on authorized leave of absence, and all salary deferrals and payments required to be made by such Participant under 3.2 et. seq. have been made, or such salary deferrals or payments were waived pursuant to Section 3.5 because of such Participant’s total disability:
|
(b)
|
The Participant’s Plan Agreement had been kept in force throughout the period commencing on the date of such Plan Agreement and ending on the date of his death; and
|
(c)
|
The Participant’s death was due to causes other than suicide within one (1) year of the date of his Plan Agreement.
|
(a)
|
Such Disability is due to causes other than illegal or criminal acts of the Participant, or intentionally self-caused acts;
|
(b)
|
The Participant was an Employee at the time he became totally disabled (or was then on authorized leave of absence) and made all payments required herein;
|
(c)
|
The Participant’s Plan Agreement has been kept in force until such time.
|
(a)
|
No action to terminate this Program or a Plan Agreement shall be taken except upon written notice to each Participant to be affected thereby, which notice shall be given not less than 30 days prior to such action; and
|
(b)
|
The Committee shall take no action to terminate this Program or a Plan Agreement with respect to a Participant or his Beneficiary after the payment of any benefit in accordance with Article III or Article IV has commenced but has not been completed.
|
|
|
|
JACOBS ENGINEERING GROUP INC.
|
||
|
|
|
By:
|
|
/s/ Dale D. Myers
|
|
|
|
|
|
Dale D. Myers
President
|
|
|
|
ATTEST:
|
|
/s/ Robert J Shapiro
|
|
|
|
|
|
Robert J Shapiro
Secretary
|
|
|
|
|
|
|
|
Date: December 23, 2008
|
|
Jacobs Engineering Group Inc.
|
|
|
||
|
|
|
|
|||
|
|
By:
|
|
/s/ Patricia H. Summers
|
|
|
|
|
|
|
|||
|
|
Title:
|
|
SVP, Global Human Resources
|
|
|
|
|
|
|
|
|
|
Date: May 31, 2009
|
|
Jacobs Engineering Group, Inc.
|
|
|
||
|
|
|
|
|||
|
|
By:
|
|
/s/ John W. Prosser, Jr.
|
|
|
|
|
|
|
|||
|
|
Title:
|
|
EVP, Finance & Administration
|
|
|
1.2
|
“Account Balance” shall mean the sum of (i) the Deferral Amount and (ii) interest credited in accordance with all the applicable interest crediting provisions of this Plan, less all distributions made in accordance with the Plan.
|
1.3
|
“Annual Bonus” shall mean any compensation paid under any discretionary or formula bonus plan sponsored by the Employer.
|
1.4
|
“Base Annual Salary” shall mean the annual compensation that is to be paid to a Participant for each Plan Year, determined as the first day of that year, excluding bonuses, commissions, overtime and non-monetary awards for employment services to the Employer.
|
1.5
|
“Beneficiary” shall mean the person or persons, or the estate of a Participant, designated in accordance with Article 9, who is entitled to receive benefits under this Plan upon the death of a Participant.
|
1.6
|
“Beneficiary Designation Form” shall mean the form established from time to time by the Board that Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.
|
1.7
|
“Board” shall mean the Board of Directors of the Company.
|
1.8
|
“Change in Control” shall have the meaning set forth in Section 13.4.
|
1.9
|
“Claimant” shall have the meaning set forth in Section 17.1
|
1.10
|
“Committee” shall mean the administrative committee appointed to manage and administer the Plan in accordance with the provisions of Article 16.
|
1.11
|
“Company” shall mean JACOBS ENGINEERING GROUP INC.
|
1.12
|
“Continuing Director” shall mean a director described in Section 13.4(b).
|
1.13
|
“CRSS” Plan” shall mean the CRSS Inc. Senior Management Deferred Compensation Plan, a nonqualified deferred compensation plan in which a Participant who was a CRSS employee prior to becoming an Employee participated and received a distribution in 1995.
|
1.14
|
“Deferral Amount” shall be the sum of all of Participant’s Base Annual Salary deferrals, Annual Bonus deferrals and, if applicable, Directors Fees deferrals.
|
1.15
|
“Deferral Commitment Period” shall mean the period described in Section 3.4 of this Plan.
|
1.16
|
“Director” shall mean any member of the Board.
|
1.17
|
“Directors Fees” shall mean the annual fees paid by the Company, including retainer fees and meetings fees, as compensation for serving on the Board.
|
1.18
|
“Disability” shall mean a period of disability during which a Participant qualifies for benefits under the Company’s or any of its subsidiaries’ long-term disability program.
|
1.19
|
“Election Form” shall mean the form established from time to time by the Board that a Participant completes, signs and returns to the Committee to make an election under the Plan.
|
1.20
|
“Employee” shall mean any person who is in the regular full-time employment of an Employer as determined by the personnel policies and practices of the Employer.
|
1.21
|
“Employer” shall mean the Company and any subsidiaries of the Company that have been selected by the Board to participate in the Plan.
|
1.22
|
“Moody’s Rate” shall mean the interest rate determined and announced by the Committee at any time before the commencement of each Plan Year. The Moody’s Rate for a Plan Year shall be the most current monthly “Seasoned Corporate Bond” rate published by Moody’s Investors Service, Inc. or any successor to that service, available prior to the announcement by the Committee. The Seasoned Corporate Bond rate is an economic indicator, based on an arithmetic average of the yields of representative bonds, including industrials, public utilities, Aaa, A and Baa bonds, and is calculated as a monthly average of the composite yield.
|
1.23
|
“Participant” shall mean any Employee or Director who (i) is selected to participate in the Plan, (ii) elects to participate in the Plan, (iii) signs a Plan Agreement, an Election Form, a Beneficiary Designation Form and a Spousal Consent Form, (iv) the signed Plan Agreement, Election Form, Beneficiary Designation Form and Spousal Consent Form are returned to and accepted by the Committee and (v) neither the Plan nor the Plan Agreement has terminated.
|
1.24
|
“Participation Year” shall mean with respect to any Participant, any Plan Year in which a Participant is at any time during such year a Participant. Notwithstanding the previous sentence, “Participation Year” shall not include any years prior to the first Plan Year in which a Participant actually has any amount deferred under this Plan.
|
1.25
|
“Plan” shall mean the 1995 Executive Deferral Plan of the Employer which is defined by this instrument and by each Plan Agreement.
|
1.26
|
“Plan Agreement” shall mean the form of written agreement which is entered into by and between the Employer and a Participant. Each Plan Agreement executed by a Participant shall provide for the entire benefit to which such Participant is entitled to under the Plan, and the Plan Agreement bearing the latest date shall govern such entitlement.
|
1.27
|
The “Plan Year” shall begin on January 1 of each year and continue through December 31 of the same year.
|
1.28
|
“Pre-Retirement Distribution” shall mean the distribution provided for in Article 4.
|
1.29
|
“Retirement Benefit” shall mean the retirement benefit provided for in Article 5.
|
1.30
|
“Retirement Date” shall be the earlier of the first day of the month in which the Participant (i) attains the age of sixty-five (65), (ii) is sixty (60) years of age or older and has completed ten (10) Years of Service, or (iii) is terminated as a result of a long-term disability under the Employer’s policies and practices.
|
1.31
|
“Retirement Distribution Date” shall mean the last day of the month in which the Participant has both (i) reached or passed his or her Retirement Date and (ii) has actually ceased being an Employee or Director other than by death.
|
1.32
|
“Survivor’s Benefit” shall mean the benefit provided for in Article 6.
|
1.33
|
“Termination Benefit” shall mean the termination benefit provided for in Section 7.2.
|
1.34
|
“Termination of Employment” shall mean with respect to an Employer or Director the cessation of employment or a Director’s position, as the case may be, voluntarily or involuntarily, and, except as provided in Article 8 and Article 10, shall exclude cessation
|
|
as a result of an authorized leave of absence, retirement, Disability or death. If a Participant is both an Employee and a Director, Termination of Employment shall occur only upon the termination of last held position.
|
1.35
|
“Trust” shall mean the trust established pursuant to that certain Trust Agreement, dated as of June 1, 1991, between the Company and the Trustee named therein, as amended from time to time.
|
1.36
|
“Unforeseeable Financial Emergency” shall have the meaning set forth in Section 3.8(b).
|
1.37
|
“Years of Service” shall mean the total number of years, that a Participant is an Employee or a Director, including, without limitation, periods of Disability and leaves of absence prior to Termination of Employment, as provided under Article 8 and Article 10.
|
2.1
|
Eligibility and Participation.
The Committee, in its sole discretion, shall establish eligibility qualifications for participation in the Plan. Participation shall be limited to a select group of management and highly compensated employees of the Employer.
|
2.2
|
Enrollment Requirements.
As a condition of participation, each Participant so selected shall complete, sign and return to the Committee a Plan Agreement, an Election Form, a Beneficiary Designation Form and a Spousal consent Form and shall comply with all further conditions that may be established by the Committee.
|
3.1
|
Minimum Deferral
. A Participant must defer during each Plan Year of the Deferral Commitment Period at least one of the following minimum amounts:
|
|
(a)
|
In the case of an Employee, $2,000 of his or her Base Salary; or
|
|
(b)
|
In the case of a Director who is not an Employee, a percentage that is anticipated to equal $2,000 of his or her Directors Fees.
|
|
A Participant shall not be permitted to defer any portion of his or her Annual Bonus unless he or she meets one of the minimum Deferral requirements set forth in this Section. If a Participant first becomes a Participant after the first day of a Plan Year, or in the case of the first Plan Year of the Plan itself, at the election of the Employee on the Election Form, the minimum deferral described in (a) shall be an amount equal to $2,000,
|
3.2
|
Maximum Deferral
. For each Plan Year of the Deferral Commitment Period, subject to the provisions of Section 3.6, a Participant may defer:
|
|
|
|
Deferral of
|
|
Maximum Percentage
|
Base Annual Salary
|
|
50%
|
Directors Fees
|
|
100%
|
Annual Bonus
|
|
50%
|
|
A Participant who received a distribution from the CRSS Plan may defer from his Base Annual Salary an amount equal to the CRSS Plan distribution, even if it exceeds the 50% maximum percentage above. Further, the 50% Base Annual Salary maximum percentage may be exceeded until a Participant has completely offset the CRSS Plan distribution. Accordingly, a Participant must notify the Committee of the amount of his or her distribution under the CRSS Plan within five (5) days of receipt of the distribution.
|
3.3
|
Fixed Deferral Amount
. Except as provided in Section 3.6, the annual deferral selected by a Participant shall be the same for each Plan Year of the Deferral Commitment Period. A Base Annual Salary deferral shall be a fixed dollar amount, and an Annual Bonus or Directors Fees deferral shall be a fixed percentage of the applicable annual bonus or fee. In no event shall an annual deferral amount be decreased during the Deferral Commitment Period. An annual deferral amount may only be increased (i) prior to the commencement of the Plan Year to which such annual deferral amount relates and (ii) with the approval of the Committee.
|
3.4
|
Deferral Commitment Period.
The “Deferral Commitment Period” for each Participant shall be a fixed period of four (4) consecutive Plan Years commencing with the 1995 Plan Year unless otherwise designated by the Committee.
|
3.5
|
Withholding of Deferral Amounts.
The portion of the Base Annual Salary elected to be deferred annually shall be withheld in equal amounts over the Plan Year. The portion of Annual Bonus and Directors Fees being deferred shall be withheld at the time of the Annual Bonus or Directors Fees would otherwise be paid to the Participant.
|
3.6
|
FICA Taxes
. For each Plan Year of the Deferral Commitment Period, the Employer shall withhold from that portion of the Participant’s Base Annual Salary and/or Annual Bonus that is not being deferred, the Participant’s share of FICA taxes based on an amount equal to the Base Annual Salary and/or Annual Bonus before reduction by the amount deferred. If necessary, the Committee shall reduce the amount deferred in order to comply with this Section 3.6.
|
3.7
|
Interest Crediting Prior to Distribution
|
|
(a)
|
Except as provided in Section 3.7(b) and Section 3.7(c) below, interest shall be credited annually on a Participants Account Balance at 125% of the Moody’s Rate. For purposes of this crediting, all amounts deferred during a Plan Year. Such interest crediting shall be made up to the date of the pre-Retirement Distribution, the Retirement Date the date of the Participant’s death or the date of Termination of Employment, depending on whether the benefit is paid under Article 4, 5, 6 or 7, respectively.
|
|
(b)
|
In the event of a Termination of Employment, interest shall be credited in the manner provided in Section 3.7(a), but at the rate provided for in Section 7.2
|
|
(c)
|
In the event of a Participant’s suicide within twenty-four months of the first deferral of any Deferral Commitment period, interest shall be credited in accordance with Section 6.4. After the first twenty-four months, interest will be credited in accordance with Sections 3.7(a) and 3.7(b) above.
|
3.8
|
Hardship
|
|
(a)
|
If a Participant experiences on Unforeseeable Financial Emergency as described in Section 3.8(b) below, the Participant may petition the Committee to (i) suspend any deferrals required by the Plan Agreement and/or (ii) receive a distribution from the Plan. Any approval of such a petition shall be made at the sole discretion of the Committee. If the Committee approves a distribution, the distribution shall be made within sixty (60) days of the date of approval. The distribution may not exceed the Participant’s Account Balance as of the last day of the month prior to the date of the Committee’s approval of the petition, calculated as if such Participant were receiving a Termination Benefit as of such date.
|
|
(b)
|
An “Unforeseeable Financial Emergency” shall mean an unexpected need for cash arising from an illness, casualty loss, sudden financial reversal, transfer of place of employment or other such unforeseeable occurrence, all as determined in the sole discretion of the Committee.
|
4.1
|
Eligibility for Pre-Retirement Distribution
. A Participant may elect to receive a Pre-Retirement Distribution from the Plan to be received in or after the eighth Participation Year. This election shall be irrevocable and shall be made on the Election Form, which form is to be delivered to the Committee prior to the commencement of the Deferral Commitment Period.
|
4.2
|
Amount of Distribution
. The amount of the Pre-Retirement Distribution shall be any amount not to exceed the electing Participant’s Account Balance at the end of the Participation Year prior to the Participation Year selected on the Election Form for the distribution. The Pre-Retirement Distribution may not be made prior to the eighth (8
th
) Participation Year. At the election of the Participant (on the Election Form), this amount
|
|
(a)
|
In a lump equal to the Total Account Balance at the end of the Participation Year prior to the Participation Year selected on the Election Form for the distribution; or
|
|
(b)
|
In a lump sum equal to a fixed dollar amount. Such fixed dollar amount shall be chosen by the Participant on the Election Form. Any remaining amounts in the Account Balance, after completion of the Pre-Retirement Distribution, shall remain in the Plan to be paid under the other provisions of the Plan; or
|
|
(c)
|
In four or fewer annual consecutive installments of a fixed dollar amount. Such fixed dollar amount shall be chosen by the Participant on the Election Form. Interest on the unpaid Account Balance shall be credited at 125% of Moody’s. Any remaining amounts in the Account Balance, after completion of the Pre-Retirement Distribution, shall remain in the Plan to be paid under the other provisions of the Plan; or
|
|
(d)
|
In four or fewer annual consecutive installments so that the total Account Balance is completely distributed over the elected installment period. Interest on the unpaid Account Balance shall be credited at 125% of Moody’s.
|
5.1
|
Eligibility for Retirement Benefit
. If the Participant ceases to be an Employee or a Director for any reason other than death, including without limitation, retirement or a Termination of Employment after the Retirement Date, the Employer shall pay the Retirement Benefit to the Participant (or his or her Beneficiary) as provided in Section 5.2 and Section 5.3 below.
|
5.2
|
Retirement Benefit – Method of Payment
. The Retirement Benefit may be paid in a lump sum, or in installments over a period of 60, 120, or 180 months at the sole discretion of the Committee. The lump sum payment shall be made, or installment payments shall commence, within sixty (60) days of the Retirement Distribution Date and in the case of installment payments, shall continue until the Retirement Benefit is paid in full.
|
5.3
|
Retirement Benefit – Amount
. If the Retirement Benefit is paid in a lump sum, it shall be the retired Participant’s Account Balance determined as of the Retirement Distribution Date. If the Retirement Benefit is paid in installments, it shall be a constant monthly
|
5.4
|
Death Prior to Completion of Retirement Benefit
. If the Participant dies after the Retirement Date and prior to the completion of the Retirement Benefit payments, the retired Participant’s designated Beneficiary will receive any unpaid Retirement Benefit payments due the Participant, either at the times they were to be received by the Participant, or in a lump sum, as determined by the Committee in its sole discretion. If this Section 5.4 applies, a designated Beneficiary shall not be entitled to any benefits provided for under Article 6.
|
6.1
|
Eligibility for Survivor’s Benefit
. If a Participant dies before the Retirement Date and before Termination of Employment, the Employer shall pay the Survivor’s Benefit to the deceased Participant’s Beneficiary, provided that all of the following conditions are met.
|
|
(a)
|
the Participant’s death was determined not to be from a bodily or mental cause or causes, the information about which was withheld, knowingly concealed, or falsely provided by the Participant, when requested by the Employer to furnish evidence of good health; and
|
|
(b)
|
proof of the Participant’s death is furnished to the Committee in such form as determined acceptable by the Committee.
|
6.2
|
Survivor’s Benefit – Method of Payment
. The Survivor’s Benefit may be paid in a lump sum, or in installments over a period of 60, 120, or 180 months at the sole discretion of the Committee. The lump sum payment shall be made, or installment payments shall commence within sixty (60) days of the date the Participant dies and in the case of installment payments, shall continue until the Survivor’s Benefit is paid in full.
|
6.3
|
Survivor’s Benefit – Amount
. If the Survivor’s Benefit is paid in a lump sum, it shall be the retired Participant’s Account Balance determined as of the date the Participant died. If the Survivor’s Benefit is paid in installments, it shall be a constant monthly payment, determined at the beginning of each Plan Year by monthly amortization of the remaining Account Balance over the remaining payment period. Interest on the unpaid balance will be credited for the remaining periods at 125% of the Moody’s Rate established for each of the subsequent Plan Years.
|
6.4
|
Suicide
. In the event of a Participant’s suicide within twenty-four months of the first deferral of any Deferral Commitment Period, the Employer shall be obligated to pay to the Participant’s designated Beneficiary the Participant’s portion of the Deferral Amount, without interest, and no other Survivor’s Benefit shall be payable.
|
7.1
|
Eligibility for Termination Benefit
. If a Participant experiences a Termination of Employment prior to the Retirement Date, the Employer shall pay to the Participant the Termination Benefit.
|
7.2
|
Termination Benefit
. The Termination Benefit is a sum equal to the Participant’s Account Balance determined as provided in this Section 7.2, as of the date of Termination of Employment, and shall be paid in a lump sum within ninety (90) days following the Termination of Employment. In determining the Account Balance for purposes of this Article 7 only, interest shall be calculated in the manner provided in Section 3.7(a) above.
|
|
|
|
Number of
Participation Years
|
|
Interest
Crediting Rate
|
|
|
|
For Employees:
|
|
|
|
|
|
Less than 2 years
More than 2 but less than 7
7 or more
|
|
0
Moody’s Rate
125% of Moody’s Rate
|
|
|
|
For Directors:
|
|
|
|
|
|
All years
|
|
125% of Moody’s Rate
|
|
In the event a Participant is both an Employee and Director, interest shall be credited under the Employee schedule.
|
8.1
|
Eligibility for Disability Waiver
. If a Participant suffers a Disability during any Plan Year during the Deferral Commitment Period, the Participant’s annual deferral amount for that Plan Year or any subsequent Plan Year shall, except as provided in this Section 8.1, be as set forth in his or her Election Form for the first six (6) months that a Participant suffers from a Disability and shall be satisfied from supplemental sources of disability income as provided by either the Company or the Participant. If a Participant’s Disability exceeds six (6) consecutive months, the Participant shall be excused from making any additional deferrals while he or she is suffering from a Disability.
|
8.2
|
Benefits
. A Participant suffering a Disability, but not terminated as a result of long-term disability under the Employer’s policies and practices, shall continue to be considered a
|
8.3
|
Long-Term Disability – Termination
. For a Participant who is terminated as a result of disability under the Employer’s policies and practices, the provisions of Article 5 shall apply for purposes of Account Balance distribution and interest crediting.
|
9.1
|
Beneficiary
. Each Participant shall have the right, at any time, to designate any person or persons as his or her Beneficiary or Beneficiaries (both primary as well as contingent) to receive any benefits payable under the Plan to a Beneficiary upon the death of a Participant.
|
9.2
|
Beneficiary Designation: Change: Spousal Consent
. A Participant shall designate his or her Beneficiary or Beneficiaries by completing and signing the Beneficiary Designation Form, and returning it to eh Committee. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee’s rules and procedures, as in effect from time to time. Regardless of who the Participant names as his or her Beneficiary, a spousal consent, in the form designated by the Committee, must be signed by that Participant’s spouse and returned to the Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death.
|
9.3
|
Acknowledgment
. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Committee.
|
9.4
|
No Beneficiary Designation
. If a Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant’s estate.
|
9.5
|
Doubt as to Beneficiary
. If the Committee has any doubt as to proper Beneficiary to receive payments pursuant to this Plan, they shall have the right to withhold such payments until this matter is resolved to their satisfaction.
|
9.6
|
Discharge of Obligations
. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge the Employer from all further obligations under this Plan with respect to the deceased Participant and all of his or her Beneficiaries.
|
10.1
|
Authorized Leave of Absence
. If a Participant is authorized by the Employer for any reason to take a paid leave of absence from employment, such Participant shall continue to be considered employed as an Employee or Director and shall be required to maintain the level of deferrals set forth in his or her Plan Agreement in order to keep the Plan Agreement in full force and effect. If such leave of absence is unpaid, the Participant shall continue to be considered employed as an Employee or Director and will be excused from making deferrals until the unpaid leave of absence ends; provided, however, that if the unpaid leave of absence continues beyond three consecutive months, the Participant shall be treated as having incurred a Termination of Employment as of the end of such three month period and the Participant shall receive the Termination Benefit in accordance with Article 7. In the case of a conflict between this Article 10 and Article 8, Article 8 shall prevail.
|
11.1
|
General Assets
. Amounts payable to a Participant shall be paid from the general assets of the Employer exclusively.
|
11.2
|
Employer’s Liability
. The Employer’s liability for the payment of benefits shall be defined only by this Plan, as entered into between the Employer and a Participant.
|
11.3
|
Limitation of Obligation
. The Employer shall have no obligation to a Participant under the Plan, except as expressly provided for in the Plan.
|
11.4
|
Participant Cooperation
. The Participant must cooperate with the Employer and the Committee in furnishing all information requested by the Employer and/or Committee in order to facilitate the payment of benefits, and the administration and operations of this Plan. Such information may include taking a physical examination, or other actions, and such cooperation shall extend beyond the termination of the Plan Agreement and the Employee’s Participation in the Plan.
|
11.5
|
Unsecured General Creditor
. Participants, their Beneficiaries and their permitted heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of the Employer. Any and all of the Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. The Employer’s obligations under the Plan shall be merely that of an unfunded and unsecured promise of the Employer to pay money in the future.
|
12.1
|
No Guarantee of Employment
. Nothing in this Agreement shall be construed as altering in any manner the employment relationship with an Employee or Director, which is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, with or without cause, unless otherwise expressly provided in a written employment agreement. All terms and conditions of an Employee’s or Director’s current employment shall remain the same. Nothing in this Plan creates, or is meant to create, any obligation on the part of the Employer to keep an Employee or Director employed by the Employer or not to terminate an Employee or Director at any time and for any reason.
|
13.1
|
Termination
. The Company reserves the right to terminate the Plan at any time. Upon termination of the Plan, the Participant’s Account Balance shall be paid out in accordance with the benefits that the Participant would receive if there had occurred a Termination of Employment with respect to the participant on the date of Plan termination or, if such termination occurs after the Retirement Date, the Participant had retired on the date of Plan termination. Notwithstanding the above, the termination of the Plan shall no affect any Participant or Beneficiary who has become entitled to the payment of benefits u
|
13.2
|
Amendment
. The Company may, at any time, amend or modify the Plan in whole or in part, provided, however, that no amendment or modification shall be effective to decrease or restrict a Participant’s Account Balance in existence at the time the amendment or modification is made, calculated as if there had occurred a Termination of Employment with respect to such Participant as of the effective date of the amendment or, if such amendment occurs after the Retirement Date, the Participant had retired as of the effective date of the amendment. The amendment or modification of the Plan shall no affect any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification.
|
13.3
|
Termination of Plan Agreement
. Absent the earlier termination, modification or amendment of the Plan, the Plan Agreement of any Participant shall terminate upon the full payment of the applicable benefit provided under Articles 4, 5, 6, or 7, as the case may be.
|
13.4
|
Change in Control
.
|
|
(a)
|
All benefits accrued under the Plan as of the date of Change of Control shall thereafter be paid in accordance with the terms and conditions of this Plan. However, if at any time during a period of three years following a Change of Control of the Company, the employment of a participant by the Employer is terminated (i) by the Employer for any reason other than for Cause, or (ii) by the Participant for just reason then all benefits, including all interest at the full 125% of Moody’s rate shall apply and not at the rates applicable in Section 7.2. Such amounts will thereupon be immediately due and payable in full, less any withholdings required by law, to such Participant, and within ten business days
|
|
thereafter the Employer, or any successor corporate of the Employer shall deliver payment of such Account Balance to such participant.
|
|
(b)
|
As used in this Plan, “Change of Control” means the occurrence of any of the following events:
|
|
(i)
|
Any “person” (as such term in used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934, hereinafter “Person) becomes the beneficial owner, directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors;
|
|
(ii)
|
A change in the composition of the Board as a result of which fewer than two-thirds (2/3
rds
) of the incumbent directors a Continuing Directors; or
|
|
(iii)
|
A change of control that would be required to be reported in a proxy statement pursuant to Item 5(f) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934.
|
13.5
|
Termination, Modification or Amendment Following Change in Control
. Following a Change in Control, neither the Company, any subsidiary of the Company nor any corporate, trust or other Person that succeeds to all or any substantial portion of the assets of the Company shall have the right to terminate, modify, or amend a Plan Agreement in effect prior to such Change in Control, and all benefits under such Plan Agreement shall
|
13.6
|
Legal Fees to Enforce Rights After Change in Control
. The Company is aware that upon the occurrence of a Change in Control, the Board (which might then be composed of new members) or a shareholder of the Company or of any successor corporation might then cause or attempt to cause the Company or such successor to refuse to comply with its obligations under the Plan and might cause or attempt to cause the Company to institute, or may institute, litigation seeking to deny Participants the benefits intended under the Plan. In these circumstances, the purpose of the Plan could be frustrated. It is the intent of the Company that Participants not be required to incur the expenses associated with the enforcement of their rights under the Plan by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be extended to Participants hereunder, and that Participants not be bound to negotiate any settlement of their rights under threat of incurring such expenses. Accordingly, if, following a Change in Control, it should appear to any Participant that the Company has failed to comply with any of its obligations under the Plan or any agreement thereunder or, if the Company or any other Person takes any action to declare the Plan or any agreement hereunder void or unenforceable or institutes any litigation or other legal action designed to deny, diminish or to recover from any Participant the benefits intended to be provided to each Participant under the Plan, and such Participant has substantially complied with all of his or her obligations under the Plan and any such agreement, then the Company irrevocable authorizes such Participant from time to retain counsel of his or her choice at the expense of the Company to represent such Participant in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, shareholder o other person affiliated with the Company or any successor thererto in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocable consents to each Participant for all reasonable fees and expenses of counsel selected by such Participant from time to time on a regular, periodic basis from presentation of a statement or statements prepared by such counsel in accordance with its customary practices up to a maximum aggregate amount of $500,000.
|
13.7
|
Vesting
. Notwithstanding anything that may be construed to the contrary in this Plan, a Participant shall at all times be 100% vested in his or her Deferral Amount.
|
14.1
|
Coordination with Other Benefits
. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise by expressly provided.
|
15.1
|
Nonassignability
. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt, the amounts if any, payable hereunder, or any part thereof. No part of the amounts payable shall, prior to actual payment, be subject to any claims of creditors and, in particular, they shall not be subject to attachment, garnishment, seizure or sequestration by any creditor for the payment of any debts, judgments, obligations, alimony or separate maintenance owed by a Participant.
|
16.1
|
Committee Administration
. The general administration of this Plan, as well as construction and interpretation thereof, shall be the responsibility of the Committee, the number of members of which shall be designated and appointed from time to time by, and shall serve at the pleasure of the Board.
|
16.2
|
Committee Authority
. Subject to the Plan, the Committee shall from time to time establish rules, forms and procedures for the administration of the Plan. Except as otherwise expressly provided, the Committee shall have the exclusive right to interpret the Plan and to decide any and all matters arising thereunder. The Committee’s decisions shall be conclusive and binding upon all persons having or claiming to have any right or interest under the Plan.
|
16.3
|
Committee Indemnity
. No member of the Committee shall be liable for any act or omission of any other member of the Committee, nor for any act or omission on his own part, excepting his or her own willful misconduct. The Employer shall indemnify and save harmless each member of the Committee against any and all expenses and liabilities arising out of his or her membership on the Committee, with the exception of expenses and liabilities arising out of his or her own willful misconduct.
|
16.4
|
Employer’s Obligations to the Committee
. To enable the Committee to perform its functions, each Employer shall supply full and timely information to the Committee on all matters relating to the compensation of all Participants, their retirement, death, Disability or Termination of Employment, and such other pertinent facts as the Committee may require.
|
16.5
|
Committee Discretion in Payment Schedule
. The Committee shall also have the power, at its sole discretion, to change them manner and timing of payments to be made to a Participant or Participant’s Beneficiary from that set forth in the Participant’s Plan Agreement, if requested to do so by such Participant or Beneficiary.
|
17.1
|
Presentation of Claim
. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts (i) credited to (or deducted from) such Claimant’s Participant’s Account Balance, or (ii) distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. The claim must state with particularity the determination desired by the Claimant.
|
17.2
|
Notification of Decision
. The Committee shall consider a Claimant’s claim within a reasonable time, and shall notify the Claimant in writing:
|
|
(a)
|
that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or
|
|
(b)
|
that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:
|
|
(i)
|
the specific reason(s) for the denial of the claim, or any part of it;
|
|
(ii)
|
specific reference(s) to pertinent provisions of the Plan upon which such denial was based;
|
|
(iii)
|
a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and
|
|
(iv)
|
an explanation of the claim review procedure set forth in Section 17.3.
|
17.3
|
Review of a Denied Claim
. Within sixty (60) days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. Thereafter, but not later that thirty (30) days after the review procedure began, the Claimant (or the Claimant’s duly authorized representative):
|
|
(a)
|
may review pertinent documents;
|
|
(b)
|
may submit written comments or other documents; and/or
|
|
(c)
|
may request a hearing, which the Committee, in its sole discretion, may grant.
|
17.4
|
Decision on Review
. The Committee shall render its decision on review promptly, and not later than sixty (60) days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which
|
|
(a)
|
specific reasons for the decision;
|
|
(b)
|
specific reference(s) to the pertinent Plan provisions upon which the decision was based; and
|
|
(c)
|
such other matters as the Committee deems relevant.
|
18.1
|
Establishment of the Trust
. The Company shall establish the Trust. The Employer shall at least annually transfer over to the Trust such assets as the Committee determines, in its sole discretion, are necessary to provide for the Employer’s future liabilities created with respect to the Deferral Amounts and interest credits for that year.
|
18.2
|
Interrelationship of the Plan and the Trust
. The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employer, Participant and the creditors of the Employer to the assets transferred to the Trust. The Employer shall at all times remain liable to carry out its obligations under the Plan. The Employer’s obligations under the Plan may be satisfied with Trust Assets distributed pursuant to the terms of the Trust.
|
19.1
|
Notice
. Any notice given under the Plan shall be in writing and shall be mailed to:
|
|
|
|
|
|
|
|
JACOBS ENGINEERING GROUP INC.
Employee Benefits
1111 South Arroyo Parkway
Pasadena, California 91105
|
|
|
19.2
|
Successors
. The Plan shall be binding upon the Employer and its respective successors or assigns, and upon a Participant, the Participant’s Beneficiaries and the Participant’s permitted assigns, heirs, executors and administrators.
|
19.3
|
Spouse’s Interest
. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.
|
19.4
|
Governing Law
. The Plan and Plan Agreement shall be governed by and construed under the laws of the State of California, as in effect at the time of their adoptions and executions, respectively.
|
19.5
|
Pronouns
. Masculine pronouns wherever used shall include feminine pronouns and the singular shall include the plural.
|
19.6
|
Headings
. The headings of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.
|
19.7
|
Validity
. In the event any provision of this Plan shall be illegal or invalid for any reason, the illegality or invalidity of that provision shall not affect the remaining parts hereof, but his Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.
|
|
|
|
“Company”
|
||
|
||
JACOBS ENGINEERING GROUP INC.
|
||
|
|
|
By:
|
|
/s/ John W. Prosser, Jr.
|
Title:
|
|
Senior Vice President,
Finance and Administration
|
1.
|
Purposes of the Plan.
|
2.
|
Administration.
|
3.
|
Grant of Options.
|
(a)
|
The Company shall grant to all Eligible Employees Options (“Options”) to purchase Common Stock of the Company (“Shares”) in accordance with this Plan. All employees granted Options under the Plan shall have the same rights and privileges.
|
(b)
|
The Options granted under this Plan shall be granted effective only on the first day of a six month election period referred to in Paragraph 5 of the Plan (“Election Period”). No Option shall be treated as granted prior to the first day of such Election Period.
|
(a)
|
The employees eligible to receive Options under the Plan (“Eligible Employee”) shall be all employees of the Company and all corporations that now are or hereafter become domestic United States subsidiary corporations (as defined in Section 424(f) of the Code) and all employees of any foreign subsidiary corporation designated from time to time by the Board of Directors. The Board of Directors of the Company may change the designation of the subsidiaries participating in the Plan (“participating subsidiaries”) at any time.
|
(b)
|
However, the following employees shall not be Eligible Employees under the Plan:
|
(b)
|
Employees who normally work fewer than 20 hours per week;
|
(c)
|
Employees who normally work five or fewer months during the fiscal year of the Company;
|
(d)
|
Employees who have completed less than one year of employment by the Company or a participating subsidiary of the Company; and
|
(e)
|
Employees who are not actively employed by the Company at the beginning of a six month Election Period, including employees who are on disability leave or leave of absence.
|
(b)
|
Employees of participating subsidiaries that have become subsidiaries by reason of having been acquired by the Company or a subsidiary and companies that have been merged with the Company or a subsidiary shall, in the discretion of the Committee, receive credit for the time they have worked for such acquired or merged company.
|
(c)
|
Any employee who would own more than five percent of the Common Stock in the Company immediately after an Option under this Plan is granted shall also be excluded from eligibility. Stock that the employee may purchase under all outstanding stock options granted to him or her by the Company shall be treated as stock owned by the employee for such purposes, even though the option is not presently exercisable.
|
5.
|
Exercise of Option
|
(a)
|
An Eligible Employee may exercise his or her Option to acquire Common Stock by completing a Payroll Deduction Authorization Form in such form as approved from time to time by the Committee. The election to exercise the Option shall be effective for six-month Election Periods commencing January 1, 2006. The Election Periods shall be from January 1 to June 30 and from July 1 to December 31. There will be a short four-month Election Period from March 1, 2005 to June 30, 2005. There will be a short three-month Election Period from July 1, 2005 to September 30, 2005. There will be a short three-month Election Period from October 1, 2005 to December 31, 2005. An eligible Employee’s election to participate in the Plan shall be irrevocable during each Election Period.
|
(b)
|
Eligible Employees who have elected to exercise their Options for any Election Period are sometimes referred to as “Participants” in this Plan.
|
(c)
|
In no event may an Option be exercised later than the period of time specified in Section 423(b)(7)(B) of the Code. Except as otherwise provided in Paragraphs 6 and 12, an Option shall be treated as exercised on the day the Company sells and Participants purchase the related option Shares.
|
6.
|
Payment of Purchase Price.
|
(a)
|
Each Participant shall pay for the stock subject to his or her option with after-tax salary reduction contributions. The Company shall reduce each Participant’s salary or wages by any whole percentage from 2% to 15% of basic compensation. A Participant’s basic compensation shall include only regular fixed basic compensation, and shall not include any bonus, overtime payment, contribution to an employee benefit plan or other similar payment or contribution.
|
(b)
|
Each Participant shall specify the amount of salary reduction on a Payroll Deduction Authorization Form to be furnished by the Company. The salary reduction contributions shall continue throughout the six month Election Period.
|
(b)
|
The Company shall begin salary reductions during the pay periods as close as practical to the first day of each Election Period, and shall cease such reductions during the pay periods as close as practical to the last day of each Election Period.
|
(c)
|
The Company shall sell and Participants shall purchase the option Shares on such dates as determined from time to time by the Committee. The Company shall then issue Common Stock to Participants who exercised their Options, at the prices specified in Paragraph 8 of this Plan. The number of Shares purchased shall be based on the aggregate amount of salary reduction contributions during each Election Period, less any amounts previously used by the Participant during the same Election Period for the purchase of Shares. No interest shall accrue on the salary reduction contributions.
|
7.
|
Fractional Shares.
|
8.
|
Purchase Price.
|
(a)
|
The purchase price for the Shares shall be 95% of the fair market value of the Shares on the date of purchase (effective for all purchases on or after October 1, 2005).
|
(b)
|
The fair market value for such purposes shall be the closing price of the Shares on the composite transactions report of the national securities exchange on which the Shares are then listed for the day on which the value is to be determined. If such date is a Saturday, Sunday, legal holiday or other date on which such exchange is closed, then the fair market value shall be determined as the closing price on the first immediately preceding trading date.
|
9.
|
Stock Subject to the Plan.
|
10.
|
Maximum Amount of Option Stock.
|
(a)
|
The maximum fair market value of Shares that an employee may accrue the right to purchase under the Plan and any other employee stock purchase plan of the Company or any subsidiary in any calendar year may not exceed $25,000 or such greater amount as Section 423(b)(8)(B) of the Code, or any successor section, may hereafter allow. The fair market value of the Shares for such purposes shall be determined on the first day of each six month Election Period.
|
(b)
|
The maximum number of Shares that a Participant may purchase during any six-month Election Period is 2,400 shares. The maximum number of Shares that a Participant may purchase at the end of each month within any such six-month
|
11.
|
Restrictions on Transferability.
|
12.
|
Termination of Employment.
|
13.
|
Designation of Beneficiary.
|
(a)
|
A Participant may file, in a manner prescribed by the Committee, a written designation of a beneficiary who is to receive any Shares or cash under this Plan in the event of such Participant’s death. If a Participant’s death occurs subsequent to the end of an Election Period but prior to the delivery to him or her of any Shares deliverable under the terms of this Plan, and after the Committee has received notice of the death of the Participant, such Shares and any remaining balance of cash shall be delivered to such beneficiary (or such other person as set forth in Section 13 (b)) as soon as administratively practicable after the Company receives notice of such Participant’s death and the Participant’s Option shall terminate. If a Participant’s death occurs at any other time, the balance of such Participant’s contributions shall be paid to such beneficiary (or such other person as set forth in Section 13(b)) in cash as soon as administratively practicable after the Company receives notice of such Participant’s death and such Participant’s Option shall terminate. If a Participant is married and the designated beneficiary is not his or her spouse, spousal consent shall be required for such designation to be effective.
|
(b)
|
Beneficiary designations may be changed by the Participant (and his or her spouse, if required) at any time on forms provided and in the manner prescribed by the Committee. If a Participant dies with no validly designated beneficiary under this Plan who is living at the time of such Participant’s death, then the Participant’s surviving spouse, if any, shall be deemed to be the beneficiary. If a Participant dies without a surviving spouse and with no validly designated beneficiary under this Plan who is living at the time of such Participant’s death, the Company shall deliver all Shares and/or cash payable pursuant to the terms hereof to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed, the Company, in its discretion, may deliver such Shares and/or cash to any one or more dependents or relatives of the Participant, or if no dependent or relative is known to the Company, then to such other person as the Committee deems appropriate.
|
14.
|
Rights as a Stockholder.
|
15.
|
Listing, Registration and Qualification of Shares.
|
16.
|
Term of the Plan.
|
17.
|
Amendments.
|
(a)
|
The Board may terminate the Plan, in whole or in part, may suspend the Plan, in whole or in part, from time to time and may amend the Plan from time to time, including the adoption of amendments deemed necessary or desirable to qualify the Plan under the laws of various countries (including tax laws) and under rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”) with respect to employees who are subject to the provisions of Section 16 of the 1934 Act, or to correct any defect or supply an omission or reconcile any inconsistency in the Plan or in any Option granted thereunder, without the approval of the stockholders of the Company; provided, however, that no action shall be taken without the approval of the stockholders of the Company where such approval is required under Section 423 of the Code or other applicable laws or regulations, including the rules and regulations of any applicable securities exchange, or to withdraw administration from the Committee, or permit any person while a member of the Committee to be eligible to receive, other than pursuant to a non-discretionary formula plan, a grant or award of a stock option, a stock appreciation right or other equity security of the Company. Without limiting the foregoing, the Committee may make amendments or adopt rules and procedures applicable or inapplicable only to Participants who are subject to Section 16 of the 1934 Act.
|
(b)
|
No amendment or termination or modification of the Plan shall in any manner affect any Option theretofore granted without the consent of the optionee, except that the Committee may amend or modify the Plan in a manner that does affect Options theretofore granted upon a finding by the Committee that such amendment or modification is in the best interest of holders of outstanding Options affected thereby.
|
(c)
|
This Plan is intended to comply with all applicable requirements of Rule 16b-3 or its successors under the 1934 Act, insofar as participants subject to Section 16 of that Act are concerned. To the extent any provision of the Plan does not so comply, and cannot for any reason be amended by the Board, the provision shall, to the extent permitted by law and deemed advisable by the Committee, be deemed null and void with respect to such participants.
|
18.
|
Adjustments for Changes in Common Stock.
|
(a)
|
In the event of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization or other similar event, the Board shall make appropriate and proportionate adjustments, including the substitution and issuance of securities of any successor corporation for the Shares of the Company to be issued under the Plan, to the maximum number of Shares subject to the Plan the maximum number of Shares a Participant may purchase during any six-month Election Period and the maximum number of Shares that a Participant may purchase at the end of each month within any such six-month Election Period; and the price per share subject to outstanding Options.
|
(b)
|
If the Company is acquired by merger or sale of all or substantially all of the Company’s assets or outstanding voting stock, then all outstanding Options under the Plan will automatically be exercised immediately prior to the effective date of such acquisition. The exercise price in such event shall be equal to 95% of the lower of (i) the fair market value per share of the Common Stock on the first day of the purchase period in which such acquisition occurs or (ii) the fair market value per share of the Common Stock immediately prior to the effective date of such acquisition.
|
19.
|
Miscellaneous.
|
1.
|
The Consulting Agreement shall be extended through December 31, 2014; and
|
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
|
|
|
EXHIBIT 21
|
Jacobs Government Services Company, a California corporation
|
100.00%
|
|
Jacobs Field Services North America Inc., a Texas corporation
|
100.00%
|
|
Jacobs Field Services Ltd., a Canadian corporation
|
100.00%
|
|
JFSL Industrial Group Ltd., a Canadian corporation
|
100.00%
|
|
JFSL Construction Ltd., a Canadian corporation
|
100.00%
|
|
JFSL Projects Ltd., a Canadian corporation
|
100.00%
|
|
JFSL Construction Services Inc., a Canadian corporation
|
100.00%
|
|
JE Remediation Technologies Inc., a Louisiana corporation
|
100.00%
|
|
Jacobs Maintenance Inc., a Louisiana corporation
|
100.00%
|
|
Jacobs Consultancy Inc., a Texas corporation
|
100.00%
|
|
Jacobs P&C US Inc., a Delaware corporation
|
100.00%
|
|
Jacobs PSG Inc., a Delaware corporation
|
100.00%
|
|
Jacobs P&C Inc., a
Delaware corporation
|
100.00%
|
|
Jacobs Minerals, Inc., a
Delaware corporation
|
100.00%
|
|
DSI Constructors Inc., a
Delaware corporation
|
100.00%
|
|
Jacobs Professional Services Inc., a
Delaware corporation
|
100.00%
|
|
Jacobs Field Services Americas Inc., a
Delaware corporation
|
100.00%
|
|
Jacobs Engineering Inc., a Delaware corporation
|
100.00%
|
|
Jacobs Australia Holdings Company pty Ltd…………………..…………………………....
|
100.00%
|
|
Jacobs Brazil Limited Inc. ………………………………………...……………………………
|
100.00%
|
|
Brazil Limited Inc. ……………………………………………………………………………...
|
100.00%
|
|
CODE International Assurance Ltd., a Nevada corporation
|
100.00%
|
|
Jacobs Engineering SA, a Moroccan corporation
|
50.00%
|
|
Transportation Engineering and Management Consultants Maroc, a Moroccan
corporation (Short name: Team Maroc) |
100.00%*
|
|
Jacobs Engineering España, S.L., a Spanish corporation
|
100.00%
|
|
Neste Jacobs Oy, a corporation of Finland
|
40.00%
|
|
Rintekno Oy, a corporation of Finland
|
100.00%
|
|
Jacobs Engineering Ireland Limited, a Republic of Ireland corporation
|
100.00%
|
|
Jacobs Engineering de México, S.A. de C.V., a Mexican corporation
|
100.00%
|
|
Jacobs Luxembourg, Sarl, a Luxembourg corporation
|
100.00%
|
|
Jacobs Holding France SAS, a French corporation
|
100.00%
|
|
Jacobs France SAS, a French corporation
|
100.00%
|
|
Jacobs Italia, SpA, an Italian corporation
|
100.00%
|
|
Jacobs Morocco SARLAU, a Moroccan corporation
|
100.00%
|
|
Jacobs Nucléaire SAS, a French corporation
|
100.00%
|
|
Jacobs Spain S.L., a Spanish corporation
|
100.00%
|
|
Jacobs Engineering Deutschland GmbH, a German corporation
|
100.00%
|
|
Jacobs Projects GmbH, a German corporation
|
100.00%
|
|
Jacobs Nederland B.V., a Netherlands corporation
|
100.00%
|
|
|
|
|
Jacobs Process B.V., a Netherlands corporation
|
100.00%
|
|
Jacobs Russia LLC, a Russian corporation
|
100.00%
|
|
Jacobs Norway AS, a Norwegian corporation
|
100.00%
|
|
Jacobs Chile S.A., a Chilean corporation
|
100.00%
|
|
Jacobs Peru S.A., a Peruvian corporation
|
100.00%
|
|
Chemetics Inc., a Canadian corporation
|
100.00%
|
|
Jacobs Minerals Canada Inc. a Canadian corporation
|
100.00%
|
|
Jacobs Österreich GmbH, an Austrian corporation
|
100.00%
|
|
Jacobs Advanced Manufacturing B.V., a Netherlands corporation
|
100.00%
|
|
Jacobs Nuclear Engineering Services Private Ltd., an Indian corporation
|
100.00%
|
|
Jacobs Belgïe N.V., a Belgian corporation
|
100.00%
|
|
Jacobs Sverige A.B., a Swedish corporation
|
100.00%
|
|
Jacobs UK Holdings Limited, a corporation of England and Wales
|
100.00%
|
|
Jacobs U.K. Limited, a corporation of England and Wales
|
100.00%
|
|
Jacobs Process Limited, a corporation of England and Wales
|
100.00%
|
|
Jacobs E&C Limited, a corporation of England and Wales
|
100.00%
|
|
Jacobs E&C International Limited, a corporation of England
and Wales
|
100.00%
|
|
Jacobs Matasis (Pty) Ltd., a South African corporation
|
74.00%
|
|
Jacobs Consultancy Ltd., a corporation of England and Wales
|
100.00%
|
|
Jacobs Industrial Services U.K. Ltd, a corporation of England
and Wales |
100.00%
|
|
Lindsey Engineering Services Ltd, a corporation of England and
Wales
|
100.00%
|
|
Jacobs L.E.S. Limited, a corporation of England and Wales
|
100.00%
|
|
Jacobs Engineering India Private Limited, an Indian corporation
|
100.00%**
|
|
HGC Constructors Private Ltd., an Indian corporation
|
80.00%
|
|
Gibb Holdings Limited, a corporation of England and Wales
|
100.00%
|
|
Jacobs One Limited, a corporation of Scotland
|
100.00%
|
|
Babtie International Limited, a corporation of Scotland
|
100.00%
|
|
Ringway Babtie Limited, a corporation of England and Wales
|
25.00%
|
|
Le Crossing Company Limited, a corporation of England
and Wales |
57.00%
|
|
Jacobs China Limited, a Hong Kong corporation
|
100.00%
|
|
Jacobs Macau Limited, a Macau corporation
|
100.00%
|
|
BEAR Scotland Limited, a corporation of Scotland
|
25.00%
|
|
Ringway Jacobs Limited, a corporation of England and Wales
|
50.00%
|
|
JacobsGIBB Limited, a corporation of England and Wales
|
100.00%
|
|
Westminster & Earley Services Ltd, a corporation of England and
Wales
|
100.00%
|
|
Thistle Water Ltd., a corporation of England and Wales
|
32.50%
|
|
Jacobs Suomi Oy, a Finnish corporation
|
100.00%
|
|
JEG Acquisition Company Limited, a corporation of England and Wales
|
100.00%
|
|
AWE Management Limited, a corporation of England and Wales
|
33.34%
|
|
Jacobs, Zamel and Turbag Consulting Engineers Company, a Saudi Arabian professional services partnership
|
75.00%
|
|
Jacobs International Holdings Inc., a Delaware corporation
|
100.00%
|
|
Jacobs Hellas A.E. a Greek corporation
|
100.00%
|
|
Jacobs Polska S.p z.o.o., a Polish corporation………………………………………..
|
100.00%
|
|
|
|
EXHIBIT 21
|
|
|
|
(1)
|
Registration Statement (Form S-8 Nos. 333-195708, 333-187677, 333-107344, 333-123448, 333-157014 and 333-38974) pertaining to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan, as amended and restated,
|
(2)
|
Registration Statement (Form S-8 No. 333-67048) pertaining to the Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan,
|
(3)
|
Registration Statement (Form S-8 No. 333-38984) pertaining to the Jacobs Engineering Group Inc. 1999 Outside Director Stock Plan,
|
(4)
|
Registration Statement (Form S-8 No. 333-45475) pertaining to the Jacobs Engineering Group Inc. 1981 Executive Incentive Plan,
|
(5)
|
Registration Statement (Form S-8 No. 333-157015) pertaining to the Jacobs Engineering Group Inc. 1989 Employee Stock Purchase Plan,
|
(6)
|
Registration Statement (Form S-4 No. 333-147936) and related Prospectus of Jacobs Engineering Group Inc.
|
1.
|
I have reviewed this Annual Report on Form 10-K 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
|
|
November 21, 2014
|
1.
|
I have reviewed this Annual Report on Form 10-K 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
|
|
November 21, 2014
|
|
/S/ Craig L. Martin
|
Craig L. Martin
|
Chief Executive Officer
|
|
November 21, 2014
|
|
/S/ John W. Prosser, Jr.
|
John W. Prosser, Jr.
|
Chief Financial Officer
|
|
November 21, 2014
|
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: 02-00024 Contractor ID: 1PL
|
4
|
|
1
|
|
|
|
$10,194
|
|
No
|
No
|
68
|
8
|
38
|
Mine ID: 02-00144 Contractor ID: 1PL
|
|
|
|
|
|
—
|
|
No
|
No
|
|
|
|
|
Mine ID: 02-03131 Contractor ID: 1PL
|
|
|
|
|
|
—
|
|
No
|
No
|
|
|
|
|
Mine ID: 02-00137 Contractor ID: 1PL
|
|
|
|
|
|
—
|
|
No
|
No
|
1
|
1
|
|
|
Mine ID: 02-00150 Contractor ID: 1PL
|
|
|
|
|
|
—
|
|
No
|
No
|
|
|
|
|
Mine ID: 26-01962 Contractor ID: 1PL
|
|
|
|
|
|
$998
|
|
No
|
No
|
3
|
3
|
2
|
|
Mine ID: 29-00159 Contractor ID: 1PL
|
|
|
|
|
|
$4,113
|
|
No
|
No
|
2
|
1
|
1
|
|
Mine ID: 29-00762 Contractor ID: 1PL
|
|
|
|
|
|
—
|
|
No
|
No
|
|
|
|
|
Mine ID: 04-00743 Contractor ID: Y713
|
|
|
|
|
|
|
|
No
|
No
|
|
|
|
|
Totals
|
4
|
—
|
1
|
—
|
—
|
$15,305
|
|
No
|
No
|
74
|
13
|
41
|
1.
|
Jacobs intends to contest the 1 "S&S" citation assessed at Mine ID 02-00024.
|
2.
|
The 58 litigation actions initiated in this reporting period pertain to citations assessed during multiple previous reporting periods. Jacobs is contesting the citations and anticipates a number of these citations will be vacated or their monetary penalties reduced and "S&S" designations, if any, removed.
|