|
|
|
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.
|
||
|
|
|
|
|
|
|
|
|
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 consulting capabilities, 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 March 31, 2015, we acquired Suzhou Hans Chemical Engineering Co. ("SHCE") headquartered in China. SHCE has two specialty Class A design licenses in China’s Chemical, Petrochemical and Pharmaceutical industries, which allows the firm to provide engineering design for all types of chemical projects in China irrespective of project size plus procurement and project management services for various projects in China. These combined resources enable Jacobs to offer customers in China a complete spectrum of services for all types of chemical and petrochemical projects.
|
•
|
On July 1, 2014, we 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 a 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, we acquired Eagleton Engineering, LLC ("Eagleton") headquartered in Houston, Texas. The acquisition enhances our 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 December 24, 2014, we acquired the assets of FMHC Corporation ("FMHC") headquartered in Chicago, Illinois. This acquisition enhances our ability to provide turnkey wireless communications site development, design, network deployment, construction, and related services to clients operating in the wireless telecommunications industry.
|
•
|
On December 20, 2013, we acquired Stobbarts Limited, a construction firm based in West Cumbria, United Kingdom. The acquisition enhances our capabilities in nuclear, decommissioning, construction and civil engineering.
|
•
|
On December 13, 2013, we acquired 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. Due to its size and complexities, more information about the SKM acquisition is provided throughout this report.
|
•
|
On November 22, 2013, we acquired certain assets and liabilities of MARMAC Field Services, Inc. headquartered in Costa Mesa, California. The acquisition enhances our 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, we acquired a 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, we acquired substantially all the assets and liabilities of the Trompeter Group. This acquisition enhances our capabilities in advanced engineering services, maintenance support,
|
•
|
On August 30, 2013, our 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 2015, we acquired further ownership interests in Consulting Engineering Services (India) Private Limited (“CES”), an infrastructure and civil engineering company headquartered in Delhi, India. As of the end of fiscal 2015, the Company's ownership interest in CES is 99.2%. 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 our 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. ("Unique World"), 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 our 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 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.
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Project Services
|
|
$
|
6,307,015
|
|
|
$
|
6,576,004
|
|
|
$
|
5,977,917
|
|
|
$
|
5,693,419
|
|
|
$
|
5,070,575
|
|
Process, Scientific, and Systems Consulting
|
|
1,188,418
|
|
|
758,957
|
|
|
705,694
|
|
|
772,031
|
|
|
815,561
|
|
|||||
Construction
|
|
3,291,823
|
|
|
4,138,729
|
|
|
3,825,878
|
|
|
3,145,311
|
|
|
3,060,820
|
|
|||||
Operations and Maintenance
|
|
1,327,576
|
|
|
1,221,467
|
|
|
1,308,887
|
|
|
1,283,017
|
|
|
1,434,708
|
|
|||||
|
|
$
|
12,114,832
|
|
|
$
|
12,695,157
|
|
|
$
|
11,818,376
|
|
|
$
|
10,893,778
|
|
|
$
|
10,381,664
|
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
National Government Programs
|
|
$
|
2,643,696
|
|
|
$
|
2,282,116
|
|
|
$
|
2,284,533
|
|
|
$
|
2,272,611
|
|
|
$
|
2,313,240
|
|
Chemicals and Polymers
|
|
2,380,721
|
|
|
2,985,352
|
|
|
2,391,144
|
|
|
1,704,723
|
|
|
1,461,125
|
|
|||||
Refining – Downstream
|
|
1,955,726
|
|
|
2,239,343
|
|
|
2,337,387
|
|
|
2,379,750
|
|
|
2,256,092
|
|
|||||
Infrastructure
|
|
1,625,895
|
|
|
1,361,574
|
|
|
1,015,864
|
|
|
1,085,649
|
|
|
1,219,633
|
|
|||||
Oil & Gas – Upstream
|
|
919,222
|
|
|
863,344
|
|
|
915,478
|
|
|
790,546
|
|
|
753,471
|
|
|||||
Buildings
|
|
901,041
|
|
|
834,122
|
|
|
738,404
|
|
|
843,938
|
|
|
893,528
|
|
|||||
Industrial and Other
|
|
757,357
|
|
|
758,036
|
|
|
899,756
|
|
|
690,124
|
|
|
630,694
|
|
|||||
Pharmaceuticals and Biotechnology
|
|
474,245
|
|
|
452,662
|
|
|
523,490
|
|
|
576,303
|
|
|
404,687
|
|
|||||
Mining & Minerals
|
|
456,929
|
|
|
918,608
|
|
|
712,320
|
|
|
550,134
|
|
|
449,194
|
|
|||||
|
|
$
|
12,114,832
|
|
|
$
|
12,695,157
|
|
|
$
|
11,818,376
|
|
|
$
|
10,893,778
|
|
|
$
|
10,381,664
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||
21.7
|
%
|
|
17.8
|
%
|
|
19.9
|
%
|
|
22.1
|
%
|
|
24.4
|
%
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
Cost-reimbursable
|
|
83%
|
|
83%
|
|
85%
|
|
85%
|
|
84%
|
Fixed-price
|
|
17%
|
|
17%
|
|
15%
|
|
15%
|
|
16%
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
$
|
2,602.6
|
|
|
$
|
2,954.9
|
|
|
$
|
2,624.8
|
|
|
$
|
2,328.4
|
|
|
$
|
2,118.5
|
|
|
|
|
|
|
|
Year Joined the
|
|
Name
|
|
Age
|
|
Position with the Company
|
|
Registrant
|
|
Steven J. Demetriou
|
|
57
|
|
|
President, Chief Executive Officer and Director
|
|
2015
|
Kevin C. Berryman
|
|
56
|
|
|
Executive Vice President, Chief Financial Officer
|
|
2014
|
Terence D. Hagen
|
|
51
|
|
|
President, Aerospace & Technology
|
|
1987
|
Andrew F. Kremer
|
|
58
|
|
|
President, Industrial
|
|
1998
|
Joseph G. Mandel
|
|
55
|
|
|
President, Petroleum & Chemicals
|
|
2011
|
Phillip J. Stassi
|
|
60
|
|
|
President, Buildings & Infrastructure
|
|
1977
|
Santo Rizzuto
|
|
55
|
|
|
Former Executive Vice President, Operations
|
|
2013
|
Cora L. Carmody
|
|
57
|
|
|
Senior Vice President, Information Technology
|
|
2008
|
Geoffrey P. Sanders
|
|
58
|
|
|
Senior Vice President and Chief Accounting Officer
|
|
1988
|
Lori S. Sundberg
|
|
51
|
|
|
Senior Vice President, Global Human Resources
|
|
2013
|
Michael R. Tyler
|
|
59
|
|
|
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;
|
•
|
Changes in labor conditions;
|
•
|
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;
|
•
|
Currency exchanges rate fluctuations;
|
•
|
Limitations on the ability to repatriate foreign earnings; and
|
•
|
U.S. government policy changes in relation to the foreign countries in which we operate, including embargoes or other trade restrictions.
|
•
|
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 or post-acquisition deterioration in an acquired business;
|
•
|
Difficulties relating to assimilating the personnel, services, and systems of an acquired business and to assimilating marketing and other operational capabilities;
|
•
|
Difficulties retaining key personnel of an acquired business;
|
•
|
Increased burdens on our staff and on our administrative, internal control and operating systems, which may hinder our legal and regulatory compliance activities;
|
•
|
Difficulties in applying and integrating our system of internal controls to an acquired business;
|
•
|
Increased financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial reporting and internal controls; and
|
•
|
The potential requirement for additional equity or debt financing, which may not be available, or if available, may not have favorable terms.
|
•
|
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;
|
•
|
Changes in foreign currency exchange rates;
|
•
|
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;
|
•
|
Estimates of other liabilities, including litigation and insurance revenues/reserves and 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;
|
•
|
The determination of liabilities under pension and other post-retirement benefit programs; and
|
•
|
Income tax provisions and related valuation allowances.
|
•
|
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 2015:
|
|
|
|
|
||||
First quarter
|
|
$
|
39.78
|
|
|
$
|
49.94
|
|
Second quarter
|
|
37.87
|
|
|
45.49
|
|
||
Third quarter
|
|
41.68
|
|
|
48.25
|
|
||
Fourth quarter
|
|
36.05
|
|
|
44.64
|
|
||
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
|
|
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 27 through July 24, 2015
|
404
|
|
$
|
40.29
|
|
404
|
|
$
|
532,362
|
|
July 25 through August 21, 2015
|
289
|
|
42.88
|
|
289
|
|
519,974
|
|
||
August 22 through October 2, 2015
|
536
|
|
38.63
|
|
536
|
|
500,000
|
|
||
Total
|
1,229
|
|
$
|
40.18
|
|
1,229
|
|
$
|
500,000
|
|
(1)
|
Includes commissions paid.
|
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||
Jacobs Engineering Group Inc.
|
|
100.00
|
|
|
83.44
|
|
|
104.47
|
|
|
150.34
|
|
|
126.15
|
|
|
96.72
|
|
S&P 500
|
|
100.00
|
|
|
101.14
|
|
|
131.69
|
|
|
157.17
|
|
|
188.18
|
|
|
187.02
|
|
Dow Jones US Heavy Construction
|
|
100.00
|
|
|
87.48
|
|
|
115.38
|
|
|
145.34
|
|
|
138.73
|
|
|
103.03
|
|
Item 6.
|
SELECTED FINANCIAL DATA
|
|
|
2015 (a)
|
|
2014 (b)
|
|
2013
|
|
2012 (c)
|
|
2011
|
||||||||||
Results of Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
12,114,832
|
|
|
$
|
12,695,157
|
|
|
$
|
11,818,376
|
|
|
$
|
10,893,778
|
|
|
$
|
10,381,664
|
|
Net earnings attributable to Jacobs
|
|
302,971
|
|
|
328,108
|
|
|
423,093
|
|
|
378,954
|
|
|
331,029
|
|
|||||
Financial Position:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current ratio
|
|
1.66 to 1
|
|
1.66 to 1
|
|
2.14 to 1
|
|
2.07 to 1
|
|
1.47 to 1
|
||||||||||
Working capital
|
|
$
|
1,301,810
|
|
|
$
|
1,542,225
|
|
|
$
|
2,151,939
|
|
|
$
|
1,865,025
|
|
|
$
|
1,011,565
|
|
Current assets
|
|
3,282,976
|
|
|
3,892,071
|
|
|
4,039,558
|
|
|
3,612,077
|
|
|
3,180,091
|
|
|||||
Total assets
|
|
7,785,926
|
|
|
8,453,659
|
|
|
7,274,144
|
|
|
6,839,433
|
|
|
6,199,226
|
|
|||||
Cash
|
|
460,859
|
|
|
732,647
|
|
|
1,256,405
|
|
|
1,032,457
|
|
|
905,633
|
|
|||||
Long-term debt
|
|
584,434
|
|
|
764,075
|
|
|
415,086
|
|
|
528,260
|
|
|
2,042
|
|
|||||
Total Jacobs stockholders’ equity
|
|
4,291,745
|
|
|
4,469,255
|
|
|
4,213,097
|
|
|
3,722,473
|
|
|
3,312,988
|
|
|||||
Return on average equity
|
|
6.92
|
%
|
|
7.56
|
%
|
|
10.66
|
%
|
|
10.77
|
%
|
|
10.73
|
%
|
|||||
Backlog:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Technical professional services
|
|
$
|
11,692,404
|
|
|
$
|
12,607,029
|
|
|
$
|
11,118,400
|
|
|
$
|
10,266,500
|
|
|
$
|
9,100,100
|
|
Field services
|
|
7,114,166
|
|
|
5,773,005
|
|
|
6,099,500
|
|
|
5,643,200
|
|
|
5,189,700
|
|
|||||
Total
|
|
$
|
18,806,570
|
|
|
$
|
18,380,034
|
|
|
$
|
17,217,900
|
|
|
$
|
15,909,700
|
|
|
$
|
14,289,800
|
|
Per Share Information:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
|
|
$
|
2.42
|
|
|
$
|
2.51
|
|
|
$
|
3.27
|
|
|
$
|
2.97
|
|
|
$
|
2.63
|
|
Diluted earnings per share
|
|
2.40
|
|
|
$
|
2.48
|
|
|
$
|
3.23
|
|
|
2.94
|
|
|
2.60
|
|
|||
Stockholders’ equity
|
|
34.85
|
|
|
33.92
|
|
|
32.00
|
|
|
28.65
|
|
|
25.93
|
|
|||||
Average Number of Shares of
Common Stock and Common
Stock Equivalents Outstanding
(Diluted)
|
|
126,110
|
|
|
132,371
|
|
|
130,945
|
|
|
128,692
|
|
|
127,235
|
|
|||||
Common Shares Outstanding
at Year End
|
|
123,153
|
|
|
131,753
|
|
|
131,639
|
|
|
129,936
|
|
|
127,785
|
|
(a)
|
Includes costs of
$107.9 million
or
$0.86
per diluted share, related to the Company's restructuring initiatives in the second, third and fourth quarters of fiscal 2015.
|
(b)
|
Includes costs of
$109.2 million
or
$0.82
per diluted share, related to the Company's restructuring initiatives in the third and fourth quarter of fiscal 2014.
|
(c)
|
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.
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Year Ended
|
||||||||||
|
|
October 2, 2015
|
||||||||||
|
|
U.S. GAAP
|
|
Effects of 2015 Restructuring
|
Without 2015 Restructuring
|
|||||||
Consolidated pre-tax earnings (loss)
|
|
$
|
430,137
|
|
|
$
|
(157,192
|
)
|
|
$
|
587,329
|
|
Tax (expense) benefit
|
|
(101,255
|
)
|
|
49,278
|
|
|
(150,533
|
)
|
|||
Net earnings of the Group
|
|
328,882
|
|
|
(107,914
|
)
|
|
436,796
|
|
|||
Non-controlling interests
|
|
(25,911
|
)
|
|
—
|
|
|
(25,911
|
)
|
|||
Net earnings of Jacobs
|
|
$
|
302,971
|
|
|
$
|
(107,914
|
)
|
|
$
|
410,885
|
|
Diluted earnings (loss) per share
|
|
$
|
2.40
|
|
|
$
|
(0.86
|
)
|
|
$
|
3.26
|
|
•
|
$6.8 million, or $0.05 per diluted share, increase to net earnings due to the favorable resolution of an international tax matter in the first quarter of fiscal
2014
; as a result of these events, approximately $4.1 million of accrued interest expense was reversed;
|
•
|
$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
;
|
•
|
$22.7 million, or $0.18 per diluted share, decrease to net earnings relating to certain specific operational events at SKM and SKM transaction-related costs and expenses incurred during the first half of the fiscal year; and
|
•
|
$22.3 million, or $0.16 per diluted share, decrease to net earnings due to lower margins associated with certain projects in Europe combined with unusual weather effects in the second quarter of fiscal
2014
.
|
|
|
Year Ended
|
||||||||||
|
|
September 26, 2014
|
||||||||||
|
|
U.S. GAAP
|
|
Effects of 2014 Events
|
|
Without 2014 Events
|
||||||
Consolidated pre-tax earnings (loss)
|
|
$
|
542,166
|
|
|
$
|
(141,541
|
)
|
|
$
|
683,707
|
|
Tax (expense) benefit
|
|
(190,054
|
)
|
|
32,359
|
|
|
(222,413
|
)
|
|||
Net earnings of the Group
|
|
352,112
|
|
|
(109,182
|
)
|
|
461,294
|
|
|||
Non-controlling interests
|
|
(24,004
|
)
|
|
—
|
|
|
(24,004
|
)
|
|||
Net earnings of Jacobs
|
|
$
|
328,108
|
|
|
$
|
(109,182
|
)
|
|
$
|
437,290
|
|
Diluted earnings (loss) per share
|
|
$
|
2.48
|
|
|
$
|
(0.82
|
)
|
|
$
|
3.30
|
|
•
|
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 consulting services, 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).
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Technical Professional Services revenues:
|
|
|
|
|
|
|
||||||
Project Services
|
|
$
|
6,307,015
|
|
|
$
|
6,576,004
|
|
|
$
|
5,977,917
|
|
Process, Scientific, and Systems Consulting
|
|
1,188,418
|
|
|
758,957
|
|
|
705,694
|
|
|||
Total Technical Professional Services revenues
|
|
7,495,433
|
|
|
7,334,961
|
|
|
6,683,611
|
|
|||
Field Services revenues:
|
|
|
|
|
|
|
||||||
Construction
|
|
3,291,823
|
|
|
4,138,729
|
|
|
3,825,878
|
|
|||
Operations and Maintenance (“O&M”)
|
|
1,327,576
|
|
|
1,221,467
|
|
|
1,308,887
|
|
|||
Total Field Services revenues
|
|
4,619,399
|
|
|
5,360,196
|
|
|
5,134,765
|
|
|||
|
|
$
|
12,114,832
|
|
|
$
|
12,695,157
|
|
|
$
|
11,818,376
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
National Government Programs
|
|
$
|
2,643,696
|
|
|
$
|
2,282,116
|
|
|
$
|
2,284,533
|
|
Chemicals and Polymers
|
|
2,380,721
|
|
|
2,985,352
|
|
|
2,391,144
|
|
|||
Refining – Downstream
|
|
1,955,726
|
|
|
2,239,343
|
|
|
2,337,387
|
|
|||
Infrastructure
|
|
1,625,895
|
|
|
1,361,574
|
|
|
1,015,864
|
|
|||
Oil & Gas – Upstream
|
|
919,222
|
|
|
863,344
|
|
|
915,478
|
|
|||
Buildings
|
|
901,041
|
|
|
834,122
|
|
|
738,404
|
|
|||
Industrial and Other
|
|
757,357
|
|
|
758,036
|
|
|
899,756
|
|
|||
Pharmaceuticals and Biotechnology
|
|
474,245
|
|
|
452,662
|
|
|
523,490
|
|
|||
Mining & Minerals
|
|
456,929
|
|
|
918,608
|
|
|
712,320
|
|
|||
|
|
$
|
12,114,832
|
|
|
$
|
12,695,157
|
|
|
$
|
11,818,376
|
|
|
|
|
|
Payments Due by Fiscal Period
|
||||||||||||||||
|
|
Total
|
|
1 Year
or Less
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
More than 5
Years
|
||||||||||
Debt obligations
|
|
$
|
597,798
|
|
|
$
|
13,364
|
|
|
$
|
—
|
|
|
$
|
584,434
|
|
|
$
|
—
|
|
Operating leases (a)
|
|
933,250
|
|
|
152,744
|
|
|
255,860
|
|
|
185,803
|
|
|
338,843
|
|
|||||
Obligations under defined benefit pension
plans (b)
|
|
416,725
|
|
|
45,930
|
|
|
97,445
|
|
|
105,397
|
|
|
167,953
|
|
|||||
Obligations under nonqualified deferred
compensation plans (c)
|
|
136,378
|
|
|
16,023
|
|
|
33,994
|
|
|
36,767
|
|
|
49,594
|
|
|||||
Purchase obligations (d)
|
|
1,473,546
|
|
|
1,473,546
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest (e)
|
|
25,525
|
|
|
7,685
|
|
|
14,764
|
|
|
3,076
|
|
|
—
|
|
|||||
Total
|
|
$
|
3,583,222
|
|
|
$
|
1,709,292
|
|
|
$
|
402,063
|
|
|
$
|
915,477
|
|
|
$
|
556,390
|
|
(a)
|
Assumes the Company will make the end of lease term residual value guarantee payment of $62.4 million in 2025 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 2016, allowing for certain growth based on rates of inflation and salary increases, but limited to the amount recorded as of
October 2, 2015
. 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
2015
, 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
October 2, 2015
.
|
(d)
|
Represents those liabilities estimated to be under firm contractual commitments as of
October 2, 2015
; primarily accounts payable and accrued payroll.
|
(e)
|
Determined based on borrowings outstanding at the end of fiscal
2015
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.
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Technical professional services
|
|
$
|
11,692.4
|
|
|
$
|
12,607.0
|
|
|
$
|
11,118.4
|
|
Field services
|
|
7,114.2
|
|
|
5,773.0
|
|
|
6,099.5
|
|
|||
Total
|
|
$
|
18,806.6
|
|
|
$
|
18,380.0
|
|
|
$
|
17,217.9
|
|
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 ACCOUNTING 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)
|
|
4,072,707
|
|
|
$
|
46.06
|
|
|
7,144,884
|
|
Equity compensation plans not approved by shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
4,072,707
|
|
|
$
|
46.06
|
|
|
7,144,884
|
|
(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
October 2, 2015
, a total of 26.5 million shares have been issued, leaving 1.3 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
October 2, 2015
and
September 26, 2014
and for each of the three years in the period ended
October 2, 2015
,
September 26, 2014
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
|
|
|
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.
|
|
|
|
|
2.2
|
|
|
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
|
|
|
Amended and Restated Bylaws of the Registrant. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K on July 16, 2015 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 on May 22, 2014. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2015 and incorporated herein by reference.
|
|
|
|
|
10.2#
|
|
|
The Executive Security Program of Jacobs Engineering Group Inc. Filed as Exhibit 10.2 to the Registrant’s fiscal 2014 Annual Report on Form 10-K and incorporated herein by reference.
|
|
|
|
|
10.3#
|
|
|
Amendment to the Executive Security Program of Jacobs Engineering Group Inc., dated December 23, 2008. Filed as Exhibit 10.3 to the Registrant’s fiscal 2014 Annual Report on Form 10-K and incorporated herein by reference.
|
|
|
|
|
10.4#
|
|
|
Amendment to the Executive Security Program of Jacobs Engineering Group Inc., dated May 31, 2009. Filed as Exhibit 10.4 to the Registrant’s fiscal 2014 Annual Report on Form 10-K and incorporated herein by reference.
|
|
|
|
|
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. Filed as Exhibit 10.7 to the Registrant’s fiscal 2014 Annual Report on Form 10-K and incorporated herein by reference.
|
|
|
|
|
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. Filed as Exhibit 10.9 to the Registrant’s fiscal 2014 Annual Report on Form 10-K and incorporated herein by reference.
|
|
|
|
|
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. 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.
|
|
|
|
|
10.17#
|
|
|
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.
|
|
|
|
|
10.18#
|
|
|
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.
|
|
|
|
|
10.19#
|
|
|
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.
|
|
|
|
|
10.20#
|
|
|
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.
|
|
|
|
|
10.21
|
|
|
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.
|
|
|
|
10.22#
|
|
|
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.
|
|
|
|
|
10.23#
|
|
|
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.
|
|
|
|
|
10.24#
|
|
|
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.
|
|
|
|
|
10.25#
|
|
|
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.
|
|
|
|
|
10.26#
|
|
|
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.
|
|
|
|
|
10.27#
|
|
|
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.
|
|
|
|
|
10.28#
|
|
|
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.
|
|
|
|
|
10.29
|
|
|
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.
|
|
|
|
|
10.30
|
|
|
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.
|
|
|
|
|
10.31
|
|
|
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.
|
10.32
|
|
|
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.
|
|
|
||
10.33
|
|
|
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.
|
|
|
|
|
10.34#
|
|
|
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.
|
|
|
|
|
10.35
|
|
|
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.
|
|
|
|
10.36#
|
|
|
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.
|
|
|
|
|
10.37#
|
|
|
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.
|
|
|
|
|
10.38
|
|
|
Amendment No. 3 to Consulting Agreement between the Registrant and Noel G. Watson dated July 1, 2014. Filed as Exhibit 10.40 to the Registrant’s fiscal 2014 Annual Report on Form 10-K and incorporated herein by reference.
|
|
|
|
|
10.39#
|
|
|
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.
|
|
|
||
10.40#
|
|
|
Transition Agreement with Craig L. Martin, dated as of December 19, 2014. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on December 23, 2014 and incorporated herein by reference.
|
|
|
|
|
10.41#
|
|
|
Letter Agreement with Noel G. Watson, dated as of February 25, 2015. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on March 2, 2015 and incorporated herein by reference.
|
|
|
|
|
10.42
|
|
|
Amendment Agreement, dated as of March 4, 2015, among Jacobs Engineering Group, Inc., certain subsidiaries thereof party thereto, each lender party thereto, each issuer of letters of credit party thereto and Bank of America, N.A., as Administrative Agent and Swing Line Lender. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on March 5, 2015 and incorporated herein by reference.
|
|
|
|
|
10.43#
|
|
|
Form of Transition Agreement. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2015 and incorporated herein by reference.
|
|
|
|
|
10.44#
|
|
|
Form of Stock Option Agreement (December 2014 grants). Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2015 and incorporated herein by reference.
|
|
|
|
|
10.45#
|
|
|
Offer Letter with Steven J. Demetriou, dated as of July 10, 2015. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on July 16, 2015 and incorporated herein by reference.
|
|
|
|
|
10.46#
|
|
|
Form of Nonqualified Stock Option Agreement. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2015 and incorporated herein by reference.
|
|
|
|
|
10.47#
|
|
|
Form of Restricted Stock Unit Award Agreement (Performance Shares - Net Earnings Growth). Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2015 and incorporated herein by reference.
|
|
|
|
|
10.48#
|
|
|
Separation Agreement with Santo Rizzuto dated October 16, 2015. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on October 22, 2015.
|
|
|
|
|
†10.49
|
|
|
Separation Agreement with Cora Carmody, effective September 15, 2015.
|
|
|
|
|
†10.50
|
|
|
Jacobs Engineering Group Inc. Management Incentive Plan, as Amended and Restated, effective November 19, 2015.
|
|
|
|
|
†10.51
|
|
|
Form of Restricted Stock Agreement (awarded pursuant to the 1999 Stock Incentive Plan).
|
|
|
|
|
†10.52
|
|
|
Form of Restricted Stock Unit Agreement (awarded pursuant to the 1999 Stock Incentive Plan).
|
|
|
|
|
†10.53
|
|
|
Form of Restricted Stock Unit Agreement (Performance Shares - Earnings Per Share Growth).
|
|
|
|
|
†10.54
|
|
|
Form of Restricted Stock Unit Agreement (Performance Shares - TSR).
|
|
|
|
|
†10.55
|
|
|
Form of Restricted Stock Unit Agreement (Cash Settled Non-US Employees).
|
|
|
|
†10.56
|
|
|
Form of Nonqualified Stock Option Agreement (1999 Stock Incentive Plan).
|
|
|
|
|
†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 23, 2015
|
|
By:
|
|
/S/ Steven J. Demetriou
|
|
|
|
|
|
Steven J. Demetriou
|
|
|
|
|
|
President, Chief Executive Officer, and Director (Principal Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
/S/ Steven J. Demetriou
|
|
President, Chief Executive Officer and
Director (Principal Executive Officer)
|
|
November 23, 2015
|
Steven J. Demetriou
|
|
|
|
|
/S/ Noel G. Watson
|
|
Chairman of the Board
|
|
November 23, 2015
|
Noel G. Watson
|
|
|
|
|
/S/ Joseph R. Bronson
|
|
Director
|
|
November 23, 2015
|
Joseph R. Bronson
|
|
|
|
|
/S/ John F. Coyne
|
|
Director
|
|
November 23, 2015
|
John F. Coyne
|
|
|
|
|
|
|
Director
|
|
November 23, 2015
|
Juan Jose Suarez Coppel
|
|
|
|
|
/S/ Robert C. Davidson, Jr.
|
|
Director
|
|
November 23, 2015
|
Robert C. Davidson, Jr.
|
|
|
|
|
/S/ Ralph E. Eberhart
|
|
Director
|
|
November 23, 2015
|
Ralph E. Eberhart
|
|
|
|
|
/S/ Edward V. Fritzky
|
|
Director
|
|
November 23, 2015
|
Edward V. Fritzky
|
|
|
|
|
/S/ Dawne S. Hickton
|
|
Director
|
|
November 23, 2015
|
Dawne S. Hickton
|
|
|
|
|
/S/ Linda Fayne Levinson
|
|
Director
|
|
November 23, 2015
|
Linda Fayne Levinson
|
|
|
|
|
/S/ Peter J. Robertson
|
|
Director
|
|
November 23, 2015
|
Peter J. Robertson
|
|
|
|
|
/S/ Christopher M.T. Thompson
|
|
Director
|
|
November 23, 2015
|
Christopher M.T. Thompson
|
|
|
|
|
/S/ Kevin C. Berryman
|
|
Executive Vice President,
Chief Financial Officer
(Principal Financial Officer)
|
|
November 23, 2015
|
Kevin C. Berryman
|
|
|
|
|
/S/ Geoffrey P. Sanders
|
|
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
|
November 23, 2015
|
Geoffrey P. Sanders
|
|
|
|
|
|
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
460,859
|
|
|
$
|
732,647
|
|
Receivables
|
|
2,548,743
|
|
|
2,867,555
|
|
||
Deferred income taxes
|
|
160,298
|
|
|
169,893
|
|
||
Prepaid expenses and other current assets
|
|
113,076
|
|
|
121,976
|
|
||
Total current assets
|
|
3,282,976
|
|
|
3,892,071
|
|
||
Property, Equipment, and Improvements, Net
|
|
381,238
|
|
|
456,797
|
|
||
Other Noncurrent Assets:
|
|
|
|
|
||||
Goodwill
|
|
3,048,778
|
|
|
3,026,349
|
|
||
Intangibles
|
|
353,419
|
|
|
440,192
|
|
||
Miscellaneous
|
|
719,515
|
|
|
638,250
|
|
||
Total other noncurrent assets
|
|
4,121,712
|
|
|
4,104,791
|
|
||
|
|
$
|
7,785,926
|
|
|
$
|
8,453,659
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
||||
Notes payable
|
|
$
|
13,364
|
|
|
$
|
36,732
|
|
Accounts payable
|
|
566,866
|
|
|
622,875
|
|
||
Accrued liabilities
|
|
1,090,985
|
|
|
1,279,556
|
|
||
Billings in excess of costs
|
|
309,951
|
|
|
410,683
|
|
||
Total current liabilities
|
|
1,981,166
|
|
|
2,349,846
|
|
||
Long-term Debt
|
|
584,434
|
|
|
764,075
|
|
||
Other Deferred Liabilities
|
|
863,868
|
|
|
834,078
|
|
||
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—123,152,966 shares and 131,752,768 shares, respectively
|
|
123,153
|
|
|
131,753
|
|
||
Additional paid-in capital
|
|
1,137,144
|
|
|
1,173,858
|
|
||
Retained earnings
|
|
3,496,212
|
|
|
3,527,193
|
|
||
Accumulated other comprehensive loss
|
|
(464,764
|
)
|
|
(363,549
|
)
|
||
Total Jacobs stockholders’ equity
|
|
4,291,745
|
|
|
4,469,255
|
|
||
Noncontrolling interests
|
|
64,713
|
|
|
36,405
|
|
||
Total Group stockholders’ equity
|
|
4,356,458
|
|
|
4,505,660
|
|
||
|
|
$
|
7,785,926
|
|
|
$
|
8,453,659
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
$
|
12,114,832
|
|
|
$
|
12,695,157
|
|
|
$
|
11,818,376
|
|
Costs and Expenses:
|
|
|
|
|
|
|
||||||
Direct costs of contracts
|
|
(10,146,494
|
)
|
|
(10,621,373
|
)
|
|
(9,976,057
|
)
|
|||
Selling, general and administrative expenses
|
|
(1,522,811
|
)
|
|
(1,545,716
|
)
|
|
(1,173,340
|
)
|
|||
Operating Profit
|
|
445,527
|
|
|
528,068
|
|
|
668,979
|
|
|||
Other Income (Expense):
|
|
|
|
|
|
|
||||||
Interest income
|
|
7,262
|
|
|
9,693
|
|
|
5,395
|
|
|||
Interest expense
|
|
(19,503
|
)
|
|
(11,437
|
)
|
|
(12,906
|
)
|
|||
Gain on sale of intellectual property
|
|
—
|
|
|
12,147
|
|
|
—
|
|
|||
Miscellaneous income (expense), net
|
|
(3,149
|
)
|
|
3,695
|
|
|
80
|
|
|||
Total other income (expense), net
|
|
(15,390
|
)
|
|
14,098
|
|
|
(7,431
|
)
|
|||
Earnings Before Taxes
|
|
430,137
|
|
|
542,166
|
|
|
661,548
|
|
|||
Income Tax Expense
|
|
(101,255
|
)
|
|
(190,054
|
)
|
|
(221,366
|
)
|
|||
Net Earnings of the Group
|
|
328,882
|
|
|
352,112
|
|
|
440,182
|
|
|||
Net Earnings Attributable to Noncontrolling Interests
|
|
(25,911
|
)
|
|
(24,004
|
)
|
|
(17,089
|
)
|
|||
Net Earnings Attributable to Jacobs
|
|
$
|
302,971
|
|
|
$
|
328,108
|
|
|
$
|
423,093
|
|
Net Earnings Per Share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.42
|
|
|
$
|
2.51
|
|
|
$
|
3.27
|
|
Diluted
|
|
$
|
2.40
|
|
|
$
|
2.48
|
|
|
$
|
3.23
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net Earnings of the Group
|
|
$
|
328,882
|
|
|
$
|
352,112
|
|
|
$
|
440,182
|
|
Other Comprehensive Loss:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(136,168
|
)
|
|
(33,316
|
)
|
|
(23,704
|
)
|
|||
Change in pension liability
|
|
33,208
|
|
|
(15,303
|
)
|
|
4,496
|
|
|||
Gains on cash flow hedges
|
|
2,949
|
|
|
1,022
|
|
|
1,467
|
|
|||
Other Comprehensive (Loss) Income Before Income Taxes
|
|
(100,011
|
)
|
|
(47,597
|
)
|
|
(17,741
|
)
|
|||
Income Tax Benefit (Expense):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
3,250
|
|
|
—
|
|
|||
Change in pension liability
|
|
(438
|
)
|
|
(14,562
|
)
|
|
(3,949
|
)
|
|||
Losses on cash flow hedges
|
|
(766
|
)
|
|
(513
|
)
|
|
(550
|
)
|
|||
Total Income Tax Benefit (Expense)
|
|
(1,204
|
)
|
|
(11,825
|
)
|
|
(4,499
|
)
|
|||
Net Other Comprehensive Loss
|
|
(101,215
|
)
|
|
(59,422
|
)
|
|
(22,240
|
)
|
|||
Net Comprehensive Income of the Group
|
|
227,667
|
|
|
292,690
|
|
|
417,942
|
|
|||
Net Comprehensive Income Attributable to Noncontrolling Interests
|
|
(25,911
|
)
|
|
(24,004
|
)
|
|
(17,089
|
)
|
|||
Total Comprehensive Income Attributable to Jacobs
|
|
$
|
201,756
|
|
|
$
|
268,686
|
|
|
$
|
400,853
|
|
|
|
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 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
|
)
|
|||||||
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
|
|
|
(15,704
|
)
|
|
—
|
|
|
(10,925
|
)
|
|
(17,724
|
)
|
|
(28,649
|
)
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(968
|
)
|
|
—
|
|
|
(968
|
)
|
|
(5,113
|
)
|
|
(6,081
|
)
|
|||||||
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
|
|
|||||||
Net earnings
|
|
—
|
|
|
—
|
|
|
302,971
|
|
|
—
|
|
|
302,971
|
|
|
25,911
|
|
|
328,882
|
|
|||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(136,168
|
)
|
|
(136,168
|
)
|
|
—
|
|
|
(136,168
|
)
|
|||||||
Pension liability, net of deferred tax expense of $438
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,770
|
|
|
32,770
|
|
|
—
|
|
|
32,770
|
|
|||||||
Gain on derivatives, net of deferred tax expense of $766
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,183
|
|
|
2,183
|
|
|
—
|
|
|
2,183
|
|
|||||||
Noncontrolling interest acquired / consolidated
|
|
—
|
|
|
—
|
|
|
(9,709
|
)
|
|
—
|
|
|
(9,709
|
)
|
|
9,627
|
|
|
(82
|
)
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,230
|
)
|
|
(7,230
|
)
|
|||||||
Issuances of equity securities, net of deferred tax expense of $10,332
|
|
1,590
|
|
|
80,801
|
|
|
—
|
|
|
—
|
|
|
82,391
|
|
|
—
|
|
|
82,391
|
|
|||||||
Repurchases of equity securities
|
|
(10,190
|
)
|
|
(117,515
|
)
|
|
(324,243
|
)
|
|
—
|
|
|
(451,948
|
)
|
|
—
|
|
|
(451,948
|
)
|
|||||||
Balances at October 2, 2015
|
|
$
|
123,153
|
|
|
$
|
1,137,144
|
|
|
$
|
3,496,212
|
|
|
$
|
(464,764
|
)
|
|
$
|
4,291,745
|
|
|
$
|
64,713
|
|
|
$
|
4,356,458
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net earnings attributable to the Group
|
|
$
|
328,882
|
|
|
$
|
352,112
|
|
|
$
|
440,182
|
|
Adjustments to reconcile net earnings to net cash flows from operations:
|
|
|
|
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
|
||||||
Property, equipment and improvements
|
|
99,924
|
|
|
98,592
|
|
|
69,889
|
|
|||
Intangible assets
|
|
49,368
|
|
|
46,820
|
|
|
28,985
|
|
|||
Loss on sale of business
|
|
2,909
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of intellectual property
|
|
—
|
|
|
(12,147
|
)
|
|
—
|
|
|||
Stock based compensation
|
|
41,412
|
|
|
43,400
|
|
|
39,518
|
|
|||
Tax deficiency (benefit) from stock based compensation
|
|
(1,237
|
)
|
|
1,344
|
|
|
3,213
|
|
|||
Equity in earnings of investees
|
|
5,483
|
|
|
(8,394
|
)
|
|
(14,140
|
)
|
|||
Change in pension plan obligations
|
|
(5,980
|
)
|
|
(37,218
|
)
|
|
(8,714
|
)
|
|||
Change in deferred compensation plans
|
|
(3,229
|
)
|
|
(7,062
|
)
|
|
(8,915
|
)
|
|||
(Gains) Losses on disposals of assets, net
|
|
30,985
|
|
|
(4,668
|
)
|
|
519
|
|
|||
Changes in assets and liabilities, excluding the effects of businesses acquired:
|
|
|
|
|
|
|
||||||
Receivables
|
|
172,958
|
|
|
107,944
|
|
|
(234,864
|
)
|
|||
Prepaid expenses and other current assets
|
|
6,644
|
|
|
(7,217
|
)
|
|
(15,898
|
)
|
|||
Accounts payable
|
|
(28,943
|
)
|
|
108,241
|
|
|
82,389
|
|
|||
Accrued liabilities
|
|
(120,847
|
)
|
|
(2,172
|
)
|
|
(18,214
|
)
|
|||
Billings in excess of costs
|
|
(52,441
|
)
|
|
29,833
|
|
|
84,043
|
|
|||
Income taxes payable
|
|
(22,685
|
)
|
|
(17,373
|
)
|
|
(12,745
|
)
|
|||
Deferred income taxes
|
|
(31,177
|
)
|
|
30,799
|
|
|
2,711
|
|
|||
Other deferred liabilities
|
|
(15,759
|
)
|
|
3,725
|
|
|
(2,199
|
)
|
|||
Deferred gain on synthetic lease transaction
|
|
23,343
|
|
|
—
|
|
|
—
|
|
|||
Change in long-term receivables
|
|
—
|
|
|
2,828
|
|
|
15,815
|
|
|||
Long-term insurance prepayment
|
|
—
|
|
|
(17,411
|
)
|
|
—
|
|
|||
Other, net
|
|
4,962
|
|
|
9,740
|
|
|
(3,059
|
)
|
|||
Net cash provided by operating activities
|
|
484,572
|
|
|
721,716
|
|
|
448,516
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
||||||
Additions to property, equipment, and improvements
|
|
(88,404
|
)
|
|
(132,146
|
)
|
|
(127,270
|
)
|
|||
Disposals of property, equipment, and improvements
|
|
369
|
|
|
10,414
|
|
|
4,276
|
|
|||
Change in cash related to consolidation of joint ventures
|
|
—
|
|
|
—
|
|
|
5,344
|
|
|||
Purchases of investments
|
|
—
|
|
|
(25,137
|
)
|
|
(15
|
)
|
|||
Sales of investments
|
|
13
|
|
|
58
|
|
|
11
|
|
|||
Sale of intellectual property
|
|
—
|
|
|
12,371
|
|
|
—
|
|
|||
Acquisitions of businesses, net of cash acquired
|
|
(8,101
|
)
|
|
(1,384,342
|
)
|
|
(39,429
|
)
|
|||
Net cash used for investing activities
|
|
(96,123
|
)
|
|
(1,518,782
|
)
|
|
(157,083
|
)
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
||||||
Proceeds from long-term borrowings
|
|
1,768,639
|
|
|
819,681
|
|
|
—
|
|
|||
Repayments of long-term borrowings
|
|
(1,907,109
|
)
|
|
(455,426
|
)
|
|
(118,293
|
)
|
|||
Proceeds from short-term borrowings
|
|
362,433
|
|
|
207,876
|
|
|
59,094
|
|
|||
Repayments of short-term borrowings
|
|
(382,190
|
)
|
|
(226,091
|
)
|
|
(35,400
|
)
|
|||
Proceeds from issuances of common stock
|
|
33,222
|
|
|
44,704
|
|
|
46,079
|
|
|||
Common stock repurchases
|
|
(422,316
|
)
|
|
(78,399
|
)
|
|
—
|
|
|||
Tax (deficiency) benefit from stock based compensation
|
|
1,237
|
|
|
(1,344
|
)
|
|
(3,213
|
)
|
|||
Distributions to noncontrolling interests
|
|
(7,230
|
)
|
|
(6,081
|
)
|
|
(7,974
|
)
|
|||
Net cash provided by (used for) financing activities
|
|
(553,314
|
)
|
|
304,920
|
|
|
(59,707
|
)
|
|||
Effect of Exchange Rate Changes
|
|
(106,923
|
)
|
|
(31,612
|
)
|
|
(7,778
|
)
|
|||
Increase (Decrease) in Cash and Cash Equivalents
|
|
(271,788
|
)
|
|
(523,758
|
)
|
|
223,948
|
|
|||
Cash and Cash Equivalents at Beginning of Period
|
|
732,647
|
|
|
1,256,405
|
|
|
1,032,457
|
|
|||
Cash and Cash Equivalents at End of Period
|
|
$
|
460,859
|
|
|
$
|
732,647
|
|
|
$
|
1,256,405
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Cost-reimbursable
|
|
83
|
%
|
|
83
|
%
|
|
85
|
%
|
Fixed-price
|
|
17
|
%
|
|
17
|
%
|
|
15
|
%
|
2015
|
|
2014
|
|
2013
|
||||||
$
|
2,602.6
|
|
|
$
|
2,954.9
|
|
|
$
|
2,624.8
|
|
|
|
Customer
Relationships,
Contracts, and
Backlog
|
|
Developed
Technology
|
|
Trade
Names
|
|
Other
|
|
Total
|
||||||||||
Balances, September 28, 2012
|
|
$
|
217,729
|
|
|
$
|
20,444
|
|
|
$
|
3,082
|
|
|
$
|
2,507
|
|
|
$
|
243,762
|
|
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
|
|
|||||
Acquisitions
|
|
(4,315
|
)
|
|
—
|
|
|
(1,292
|
)
|
|
300
|
|
|
(5,307
|
)
|
|||||
Amortization
|
|
(39,967
|
)
|
|
(1,533
|
)
|
|
(4,172
|
)
|
|
(277
|
)
|
|
(45,949
|
)
|
|||||
Foreign currency translation
|
|
(34,418
|
)
|
|
—
|
|
|
(1,085
|
)
|
|
(14
|
)
|
|
(35,517
|
)
|
|||||
Balances, October 2, 2015
|
|
$
|
329,341
|
|
|
$
|
15,845
|
|
|
$
|
7,599
|
|
|
$
|
634
|
|
|
$
|
353,419
|
|
Weighted average amortization period (years)
|
|
9.2
|
|
|
10.3
|
|
|
4.4
|
|
|
6.9
|
|
|
9.2
|
|
Assets:
|
|
||
Cash and cash equivalents
|
$
|
152,051
|
|
Receivables and other current assets
|
371,331
|
|
|
Property and equipment and other
|
71,630
|
|
|
Intangible assets
|
202,166
|
|
|
Total assets
|
797,178
|
|
|
Liabilities:
|
|
||
Current liabilities
|
351,351
|
|
|
Deferred tax liabilities
|
72,656
|
|
|
Long-term liabilities
|
20,416
|
|
|
Total liabilities
|
444,423
|
|
|
Net identifiable assets acquired
|
$
|
352,755
|
|
Goodwill
|
866,919
|
|
|
Net assets acquired
|
$
|
1,219,674
|
|
Customer relationships / backlog
|
$
|
193,260
|
|
Trade names
|
8,906
|
|
|
Total
|
$
|
202,166
|
|
|
2014
|
||
Revenues
|
$
|
12,944,848
|
|
Net earnings attributable to Jacobs
|
$
|
335,658
|
|
Basic earnings per share
|
$
|
2.57
|
|
Diluted earnings per share
|
$
|
2.54
|
|
Award Type
|
|
2015
|
|
2014
|
|
2013
|
||||||
Restricted Stock and Restricted
Stock Units (excluding Market and Performance Awards) |
|
$
|
20,779
|
|
|
$
|
17,307
|
|
|
$
|
12,836
|
|
Stock Options
|
|
10,683
|
|
|
10,829
|
|
|
11,385
|
|
|||
Market and Performance Awards
|
|
9,950
|
|
|
15,264
|
|
|
15,297
|
|
|||
Total Expense
|
|
$
|
41,412
|
|
|
$
|
43,400
|
|
|
$
|
39,518
|
|
|
|
Awards Made to Employees
|
|
Awards Made to Directors
|
||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||
Dividend yield
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
Expected volatility
|
|
27.00
|
%
|
|
34.25
|
%
|
|
38.37
|
%
|
|
29.28
|
%
|
|
35.30
|
%
|
|
37.65
|
%
|
Risk-free interest rate
|
|
1.67
|
%
|
|
1.79
|
%
|
|
1.11
|
%
|
|
1.63
|
%
|
|
1.76
|
%
|
|
0.95
|
%
|
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
|
||
Dividend yield
|
—
|
%
|
—
|
%
|
Expected volatility
|
24.77
|
%
|
29.18
|
%
|
Risk-free interest rate
|
0.80
|
%
|
0.42
|
%
|
Expected term (in years)
|
3
|
|
3
|
|
Average Net
Earnings Growth
|
|
Net Earnings Growth
Performance
Multiplier
|
Less than 5%
|
|
—%
|
5%
|
|
50%
|
10%
|
|
100%
|
15%
|
|
150%
|
20%
|
|
200%
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Aggregate Purchase Price Paid for Shares Sold:
|
|
|
|
|
|
|
||||||
Under the 1989 ESPP
|
|
$
|
28,621,800
|
|
|
$
|
30,354,723
|
|
|
$
|
30,012,848
|
|
Under the GESPP
|
|
3,535,479
|
|
|
3,314,046
|
|
|
3,068,578
|
|
|||
Total
|
|
$
|
32,157,279
|
|
|
$
|
33,668,769
|
|
|
$
|
33,081,426
|
|
Aggregate Number of Shares Sold:
|
|
|
|
|
|
|
||||||
Under the 1989 ESPP
|
|
696,853
|
|
|
553,201
|
|
|
642,675
|
|
|||
Under the GESPP
|
|
84,361
|
|
|
59,883
|
|
|
64,963
|
|
|||
Total
|
|
781,214
|
|
|
613,084
|
|
|
707,638
|
|
|
|
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 October 2, 2015
|
|
10,894,091
|
|
|
323,500
|
|
|
11,217,591
|
|
Number of shares relating to outstanding stock options at October 2, 2015
|
|
3,790,332
|
|
|
282,375
|
|
|
4,072,707
|
|
Number of shares available for future awards:
|
|
|
|
|
|
|
|||
At October 2, 2015
|
|
7,103,759
|
|
|
41,125
|
|
|
7,144,884
|
|
At September 26, 2014
|
|
7,118,672
|
|
|
90,125
|
|
|
7,208,797
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Restricted Stock and Restricted Stock Units (service condition)
|
|
18,568
|
|
|
6,820
|
|
|
13,054
|
|
|||
Restricted Stock Units (service, market, and performance conditions at target)
|
|
11,264
|
|
|
18,675
|
|
|
—
|
|
|||
Total
|
|
$
|
29,832
|
|
|
$
|
25,495
|
|
|
$
|
13,054
|
|
2015
|
|
2014
|
|
2013
|
||||||
$
|
41,412
|
|
|
$
|
43,400
|
|
|
$
|
39,518
|
|
|
|
Number of
Stock
Options
|
|
Weighted
Average
Exercise
Price
|
|||
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
|
|
Granted
|
|
614,759
|
|
|
$
|
43.56
|
|
Exercised
|
|
(34,000
|
)
|
|
$
|
31.54
|
|
Cancelled or expired
|
|
(729,199
|
)
|
|
$
|
86.15
|
|
Outstanding at October 2, 2015
|
|
4,072,707
|
|
|
$
|
46.06
|
|
2015
|
|
2014
|
|
2013
|
||||||
$
|
442
|
|
|
$
|
9,590
|
|
|
$
|
22,163
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
At fiscal year end:
|
|
|
|
|
|
|
||||||
Range of exercise prices for options outstanding
|
|
$32.51–$80.63
|
|
$25.87–$94.11
|
|
$20.98–$94.11
|
||||||
Number of options exercisable
|
|
2,590,560
|
|
|
2,725,980
|
|
|
3,034,111
|
|
|||
For the fiscal year:
|
|
|
|
|
|
|
||||||
Range of prices relating to options exercised
|
|
$25.87–$42.74
|
|
|
$20.98–$57.54
|
|
|
$18.49–$56.95
|
|
|||
Estimated weighted average Fair Values of options granted
|
|
$
|
13.41
|
|
|
$
|
19.04
|
|
|
$
|
20.64
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
|
Number
|
|
Weighted
Average
Remaining
Contractual
Life
(years)
|
|
Weighted
Average
Price
|
|
Number
|
|
Weighted
Average
Exercise
Price
|
||||||
$32.51 - $37.32
|
|
519,375
|
|
|
6.39
|
|
$
|
37.01
|
|
|
394,625
|
|
|
$
|
37.00
|
|
$37.43 - $46.37
|
|
2,057,796
|
|
|
5.86
|
|
42.74
|
|
|
1,429,761
|
|
|
42.40
|
|
||
$47.11 - $55.53
|
|
1,401,461
|
|
|
7.38
|
|
53.00
|
|
|
709,699
|
|
|
52.22
|
|
||
$60.08 - $80.63
|
|
94,075
|
|
|
5.98
|
|
65.33
|
|
|
56,475
|
|
|
68.64
|
|
||
|
|
4,072,707
|
|
|
6.56
|
|
$
|
46.06
|
|
|
2,590,560
|
|
|
$
|
44.84
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Restricted stock
|
|
507,882
|
|
|
589,150
|
|
|
445,200
|
|
Restricted stock units (service condition)
|
|
126,635
|
|
|
287,545
|
|
|
107,500
|
|
Restricted stock units (service, market, and performance conditions at target)
|
|
219,965
|
|
|
432,700
|
|
|
471,250
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Restricted stock
|
|
326,480
|
|
|
147,221
|
|
|
128,923
|
|
Restricted stock units (service condition)
|
|
70,296
|
|
|
12,333
|
|
|
3,385
|
|
Restricted stock units (service, market, and performance conditions at target)
|
|
194,116
|
|
|
52,000
|
|
|
32,000
|
|
|
|
Not Fungible
|
|
Fungible
|
|
Total
|
|||
Restricted stock
|
|
459,100
|
|
|
1,351,732
|
|
|
1,810,832
|
|
Restricted stock units (service condition)
|
|
87,960
|
|
|
455,245
|
|
|
543,205
|
|
Restricted stock units (service, market, and performance conditions at target)
|
|
—
|
|
|
884,219
|
|
|
884,219
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Restricted stock units (service condition)
|
|
13,500
|
|
|
15,000
|
|
|
13,500
|
|
|
|
2015
|
|
Restricted stock
|
|
40,000
|
|
Restricted stock units (service condition)
|
|
76,000
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Shares used to calculate EPS:
|
|
|
|
|
|
|
|||
Weighted average shares outstanding
(denominator used to compute basic EPS)
|
|
125,007
|
|
|
130,483
|
|
|
129,288
|
|
Effect of stock options and restricted stock
|
|
1,103
|
|
|
1,888
|
|
|
1,657
|
|
Denominator used to compute diluted EPS
|
|
126,110
|
|
|
132,371
|
|
|
130,945
|
|
Antidilutive stock options, shares of restricted stock, and restricted stock units
|
|
3,237
|
|
|
2,074
|
|
|
2,603
|
|
|
Amount Authorized
(in thousands)
|
|
Average Price Per Share (1)
|
|
Total Shares Retired
|
|
|
Shares Repurchased
2015
|
|||||||
|
$
|
500,000
|
|
|
$
|
43.33
|
|
|
9,746
|
|
422,315,657
|
|
|
9,746
|
|
(1)
|
Includes commissions paid and calculated as the average price per share since the repurchase
|
2015
|
|
2014
|
||||||||
Principal
Balance
Outstanding
|
|
Range
of Interest
Rates
|
|
Principal
Balance
Outstanding
|
|
Range
of Interest
Rates
|
||||
$
|
584,434
|
|
|
1.0% – 1.51%
|
|
$
|
764,075
|
|
|
1.0% – 1.51%
|
|
|
2015
|
|
2014
|
||||
Maximum amount outstanding at any month-end during the fiscal year
|
|
$
|
1,006,899
|
|
|
$
|
1,036,066
|
|
Average amount outstanding during the year
|
|
$
|
943,258
|
|
|
$
|
866,264
|
|
Weighted average interest rate during the year
|
|
1.28
|
%
|
|
1.18
|
%
|
2015
|
|
2014
|
|
2013
|
||||||
$
|
15,506
|
|
|
$
|
13,841
|
|
|
$
|
6,685
|
|
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net benefit obligation at the
beginning of the year
|
|
$
|
495,788
|
|
|
$
|
468,439
|
|
|
$
|
1,196,520
|
|
|
$
|
1,307,331
|
|
Service cost
|
|
12,045
|
|
|
12,077
|
|
|
21,374
|
|
|
25,374
|
|
||||
Interest cost
|
|
20,629
|
|
|
22,041
|
|
|
44,659
|
|
|
54,208
|
|
||||
Participants’ contributions
|
|
2,743
|
|
|
3,095
|
|
|
4,402
|
|
|
9,082
|
|
||||
Actuarial losses
|
|
42,749
|
|
|
27,076
|
|
|
30,238
|
|
|
105,838
|
|
||||
Benefits paid
|
|
(40,289
|
)
|
|
(35,634
|
)
|
|
(35,662
|
)
|
|
(33,387
|
)
|
||||
Curtailments and settlements
|
|
—
|
|
|
—
|
|
|
(5,763
|
)
|
|
(269,580
|
)
|
||||
Plan amendments
|
|
—
|
|
|
(1,306
|
)
|
|
(1,612
|
)
|
|
—
|
|
||||
Effect of exchange rate changes
|
|
—
|
|
|
—
|
|
|
(98,564
|
)
|
|
(2,346
|
)
|
||||
Net benefit obligation at the end
of the year
|
|
$
|
533,665
|
|
|
$
|
495,788
|
|
|
$
|
1,155,592
|
|
|
$
|
1,196,520
|
|
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Fair Value of plan assets at the
beginning of the year
|
|
$
|
415,350
|
|
|
$
|
390,777
|
|
|
$
|
876,171
|
|
|
$
|
982,479
|
|
Actual return on plan assets
|
|
(1,754
|
)
|
|
45,484
|
|
|
86,411
|
|
|
130,665
|
|
||||
Employer contributions
|
|
3,857
|
|
|
11,628
|
|
|
39,326
|
|
|
57,977
|
|
||||
Participants’ contributions
|
|
2,743
|
|
|
3,095
|
|
|
4,402
|
|
|
9,082
|
|
||||
Gross benefits paid
|
|
(40,289
|
)
|
|
(35,634
|
)
|
|
(35,662
|
)
|
|
(33,387
|
)
|
||||
Curtailments/settlements
|
|
—
|
|
|
—
|
|
|
(1,646
|
)
|
|
(268,486
|
)
|
||||
Effect of exchange rate changes
|
|
—
|
|
|
—
|
|
|
(72,704
|
)
|
|
(2,159
|
)
|
||||
Fair Value of plan assets at the
end of the year
|
|
$
|
379,907
|
|
|
$
|
415,350
|
|
|
$
|
896,298
|
|
|
$
|
876,171
|
|
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net benefit obligation at the end
of the year
|
|
$
|
533,665
|
|
|
$
|
495,788
|
|
|
$
|
1,155,592
|
|
|
$
|
1,196,520
|
|
Fair Value of plan assets at the end
of the year
|
|
379,907
|
|
|
415,350
|
|
|
896,298
|
|
|
876,171
|
|
||||
Under-funded amount recognized
at the end of the year
|
|
$
|
153,758
|
|
|
$
|
80,438
|
|
|
$
|
259,294
|
|
|
$
|
320,349
|
|
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Accumulated benefit obligation at the
end of the year
|
|
$
|
488,024
|
|
|
$
|
455,245
|
|
|
$
|
1,113,016
|
|
|
$
|
1,128,715
|
|
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Prepaid benefit cost included in
prepaid assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,054
|
|
|
$
|
7,123
|
|
Accrued benefit cost included in
current liabilities
|
|
—
|
|
|
—
|
|
|
381
|
|
|
1,447
|
|
||||
Accrued benefit cost included in
noncurrent liabilities
|
|
153,758
|
|
|
80,438
|
|
|
262,967
|
|
|
326,025
|
|
||||
Net amount recognized at the end of
the year
|
|
$
|
153,758
|
|
|
$
|
80,438
|
|
|
$
|
259,294
|
|
|
$
|
320,349
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Weighted average discount rates
|
|
3.9% to 4.0%
|
|
|
3.9% to 4.4%
|
|
|
4.4% to 5.0%
|
|
Rates of compensation increases
|
|
3.00
|
%
|
|
2.95
|
%
|
|
2.80
|
%
|
Expected long-term rates of return
on plan assets
|
|
7.4
|
%
|
|
7.7
|
%
|
|
7.7
|
%
|
|
|
2015
|
|
2014
|
|
2013
|
Weighted average discount rates
|
|
1.6% to 7.8%
|
|
1.8% to 8.8%
|
|
0.4% to 9.3%
|
Rates of compensation increases
|
|
2.4% to 7.5%
|
|
2.6% to 7.5%
|
|
2.5% to 7.5%
|
Expected long-term rates of return
on plan assets
|
|
3.5% to 8.5%
|
|
4.5% to 8.5%
|
|
0.4% to 8.5%
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Arising during the period:
|
|
|
|
|
|
|
||||||
Net actuarial (gain) loss
|
|
$
|
12,237
|
|
|
$
|
1,378
|
|
|
$
|
(15,850
|
)
|
Reclassification adjustments:
|
|
|
|
|
|
|
||||||
Net actuarial gain
|
|
(2,347
|
)
|
|
(2,255
|
)
|
|
(2,674
|
)
|
|||
Total
|
|
$
|
9,890
|
|
|
$
|
(877
|
)
|
|
$
|
(18,524
|
)
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Arising during the period:
|
|
|
|
|
|
|
||||||
Net actuarial loss (gain)
|
|
$
|
(27,165
|
)
|
|
$
|
48,752
|
|
|
$
|
27,417
|
|
Prior service cost (benefit)
|
|
(1,512
|
)
|
|
(1
|
)
|
|
297
|
|
|||
Total
|
|
(28,677
|
)
|
|
48,751
|
|
|
27,714
|
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
||||||
Net actuarial gain
|
|
(14,034
|
)
|
|
(12,914
|
)
|
|
(9,778
|
)
|
|||
Prior service cost (benefit)
|
|
51
|
|
|
(19
|
)
|
|
41
|
|
|||
Total
|
|
(13,983
|
)
|
|
(12,933
|
)
|
|
(9,737
|
)
|
|||
Total
|
|
$
|
(42,660
|
)
|
|
$
|
35,818
|
|
|
$
|
17,977
|
|
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net actuarial loss
|
|
$
|
59,458
|
|
|
$
|
49,569
|
|
|
$
|
208,929
|
|
|
$
|
263,913
|
|
Prior service cost
|
|
—
|
|
|
—
|
|
|
(1,947
|
)
|
|
(487
|
)
|
||||
Total
|
|
$
|
59,458
|
|
|
$
|
49,569
|
|
|
$
|
206,982
|
|
|
$
|
263,426
|
|
|
|
U.S.
Pension
Plans
|
|
Non-U.S.
Pension
Plans
|
||||
Unrecognized net actuarial loss
|
|
$
|
8,876
|
|
|
$
|
14,176
|
|
Unrecognized prior service cost
|
|
(235
|
)
|
|
(245
|
)
|
||
Accumulated comprehensive loss to be recorded against earnings
|
|
$
|
8,641
|
|
|
$
|
13,931
|
|
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Equity securities
|
|
70
|
%
|
|
75
|
%
|
|
25
|
%
|
|
29
|
%
|
Debt securities
|
|
21
|
%
|
|
21
|
%
|
|
31
|
%
|
|
32
|
%
|
Real estate investments
|
|
3
|
%
|
|
—
|
%
|
|
7
|
%
|
|
7
|
%
|
Other
|
|
6
|
%
|
|
4
|
%
|
|
37
|
%
|
|
32
|
%
|
|
|
Fair Values By Level of
Fair Value Measurement Inputs
|
||||||||||
|
|
Level 1
|
|
Level 3
|
|
Total
|
||||||
Domestic equities
|
|
$
|
225,362
|
|
|
$
|
—
|
|
|
$
|
225,362
|
|
Overseas equities
|
|
41,414
|
|
|
—
|
|
|
41,414
|
|
|||
Domestic bonds
|
|
80,804
|
|
|
—
|
|
|
80,804
|
|
|||
Cash and equivalents
|
|
6,041
|
|
|
—
|
|
|
6,041
|
|
|||
Real estate
|
|
—
|
|
|
9,914
|
|
|
9,914
|
|
|||
Hedge funds
|
|
—
|
|
|
16,372
|
|
|
16,372
|
|
|||
Total
|
|
$
|
353,621
|
|
|
$
|
26,286
|
|
|
$
|
379,907
|
|
|
|
Fair Values By Level of
Fair Value Measurement Inputs |
||||||||||
|
|
Level 1
|
|
Level 3
|
|
Total
|
||||||
Domestic equities
|
|
$
|
28,007
|
|
|
$
|
—
|
|
|
$
|
28,007
|
|
Overseas equities
|
|
198,309
|
|
|
—
|
|
|
198,309
|
|
|||
Domestic bonds
|
|
203,266
|
|
|
—
|
|
|
203,266
|
|
|||
Overseas bonds
|
|
71,545
|
|
|
—
|
|
|
71,545
|
|
|||
Cash and equivalents
|
|
39,933
|
|
|
—
|
|
|
39,933
|
|
|||
Real estate
|
|
—
|
|
|
61,996
|
|
|
61,996
|
|
|||
Insurance contracts
|
|
—
|
|
|
32,522
|
|
|
32,522
|
|
|||
Hedge funds
|
|
—
|
|
|
260,720
|
|
|
260,720
|
|
|||
Total
|
|
$
|
541,060
|
|
|
$
|
355,238
|
|
|
$
|
896,298
|
|
|
|
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
|
|
|||
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
|
|
|
|
Real
Estate
|
|
Hedge
Funds
|
||||
Balance, beginning of year
|
|
$
|
—
|
|
|
$
|
16,304
|
|
Purchases, sales, and settlements
|
|
10,616
|
|
|
—
|
|
||
Realized and unrealized gains (losses)
|
|
—
|
|
|
68
|
|
||
Transfers
|
|
(702
|
)
|
|
—
|
|
||
Balance, end of year
|
|
$
|
9,914
|
|
|
$
|
16,372
|
|
|
|
|
Real
Estate
|
|
Insurance
Contracts
|
|
Hedge
Funds
|
||||||
Balance, beginning of year
|
|
|
$
|
59,966
|
|
|
$
|
37,468
|
|
|
$
|
213,936
|
|
Purchases, sales, and settlements
|
|
|
1,271
|
|
|
526
|
|
|
4,760
|
|
|||
Realized and unrealized gains
|
|
|
5,390
|
|
|
1,353
|
|
|
54,719
|
|
|||
Transfers
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Effect of exchange rate changes
|
|
|
(4,631
|
)
|
|
(6,825
|
)
|
|
(12,695
|
)
|
|||
Balance, end of year
|
|
|
$
|
61,996
|
|
|
$
|
32,522
|
|
|
$
|
260,720
|
|
|
|
Real
Estate
|
|
Hedge
Funds
|
||||
Balance, beginning of year
|
|
$
|
4,411
|
|
|
$
|
15,511
|
|
Sales
|
|
(4,411
|
)
|
|
—
|
|
||
Realized and unrealized 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
|
|
U.S.
Pension Plans
|
|
Non-U.S.
Pension Plans
|
||||
$
|
15,100
|
|
|
$
|
30,830
|
|
|
|
U.S. Pension Plans
|
|
Non-U.S.
Pension Plans
|
||||
2016
|
|
$
|
43,155
|
|
|
$
|
30,242
|
|
2017
|
|
47,442
|
|
|
31,632
|
|
||
2018
|
|
41,798
|
|
|
33,959
|
|
||
2019
|
|
44,240
|
|
|
35,833
|
|
||
2020
|
|
44,697
|
|
|
35,869
|
|
||
For the periods 2021 through 2025
|
|
216,232
|
|
|
224,452
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
|
$
|
12,045
|
|
|
$
|
12,077
|
|
|
$
|
13,814
|
|
Interest cost
|
|
20,629
|
|
|
22,041
|
|
|
18,569
|
|
|||
Expected return on plan assets
|
|
(29,526
|
)
|
|
(28,495
|
)
|
|
(25,826
|
)
|
|||
Actuarial loss
|
|
3,756
|
|
|
3,608
|
|
|
8,030
|
|
|||
Prior service cost
|
|
(239
|
)
|
|
(103
|
)
|
|
(103
|
)
|
|||
Net pension cost, before special items
|
|
6,665
|
|
|
9,128
|
|
|
14,484
|
|
|||
Special termination benefits
|
|
—
|
|
|
—
|
|
|
29
|
|
|||
Total net periodic pension cost recognized
|
|
$
|
6,665
|
|
|
$
|
9,128
|
|
|
$
|
14,513
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
|
$
|
21,374
|
|
|
$
|
25,374
|
|
|
$
|
30,117
|
|
Interest cost
|
|
44,659
|
|
|
54,208
|
|
|
51,331
|
|
|||
Expected return on plan assets
|
|
(53,052
|
)
|
|
(56,394
|
)
|
|
(54,817
|
)
|
|||
Actuarial loss
|
|
17,398
|
|
|
15,993
|
|
|
13,276
|
|
|||
Prior service cost
|
|
(96
|
)
|
|
(28
|
)
|
|
(43
|
)
|
|||
Net pension cost, before special
items
|
|
30,283
|
|
|
39,153
|
|
|
39,864
|
|
|||
Curtailments and settlements
|
|
255
|
|
|
(15,894
|
)
|
|
(383
|
)
|
|||
Total net periodic pension cost
recognized
|
|
$
|
30,538
|
|
|
$
|
23,259
|
|
|
$
|
39,481
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Canada
|
|
$
|
42,575
|
|
|
$
|
56,341
|
|
|
$
|
72,660
|
|
Europe
|
|
10,902
|
|
|
12,693
|
|
|
12,930
|
|
|||
United States
|
|
5,968
|
|
|
4,485
|
|
|
4,366
|
|
|||
Total
|
|
$
|
59,445
|
|
|
$
|
73,519
|
|
|
$
|
89,956
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Amortization of Defined Benefit Items:
|
|
|
|
|
|
||||||
Actuarial losses
|
$
|
(21,153
|
)
|
|
$
|
(19,601
|
)
|
|
$
|
(17,554
|
)
|
Prior service benefit
|
96
|
|
|
28
|
|
|
43
|
|
|||
Total Before Income Tax
|
(21,057
|
)
|
|
(19,573
|
)
|
|
(17,511
|
)
|
|||
Income Tax Benefit
|
4,727
|
|
|
4,385
|
|
|
5,859
|
|
|||
Total reclassifications after-tax
|
$
|
(16,330
|
)
|
|
$
|
(15,188
|
)
|
|
$
|
(11,652
|
)
|
2015
|
|
2014
|
|
2013
|
||||||
$
|
87,973
|
|
|
$
|
88,951
|
|
|
$
|
74,686
|
|
2015
|
|
2014
|
|
2013
|
||||||
$
|
5,536
|
|
|
$
|
5,321
|
|
|
$
|
4,470
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current income tax expense:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
72,840
|
|
|
$
|
102,450
|
|
|
$
|
121,302
|
|
State
|
|
16,248
|
|
|
18,698
|
|
|
23,246
|
|
|||
Foreign
|
|
43,344
|
|
|
38,107
|
|
|
74,107
|
|
|||
Total current tax expense
|
|
132,432
|
|
|
159,255
|
|
|
218,655
|
|
|||
Deferred income tax expense (benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
13,337
|
|
|
7,561
|
|
|
(4,718
|
)
|
|||
State
|
|
2,295
|
|
|
2,789
|
|
|
(582
|
)
|
|||
Foreign
|
|
(46,809
|
)
|
|
20,449
|
|
|
8,011
|
|
|||
Total deferred income tax
expense (benefit)
|
|
(31,177
|
)
|
|
30,799
|
|
|
2,711
|
|
|||
Consolidated income tax expense
|
|
$
|
101,255
|
|
|
$
|
190,054
|
|
|
$
|
221,366
|
|
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Obligations relating to:
|
|
|
|
|
||||
Defined benefit pension plans
|
|
$
|
64,644
|
|
|
$
|
67,822
|
|
Other employee benefit plans
|
|
186,701
|
|
|
215,863
|
|
||
Net Operating Losses
|
|
134,467
|
|
|
64,063
|
|
||
Contract revenues and costs
|
|
25,579
|
|
|
39,734
|
|
||
Deferred Rent
|
|
9,428
|
|
|
6,008
|
|
||
Other
|
|
13,565
|
|
|
1,703
|
|
||
Valuation Allowance
|
|
(60,320
|
)
|
|
(54,651
|
)
|
||
Gross deferred tax assets
|
|
374,064
|
|
|
340,542
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
(187,099
|
)
|
|
(193,726
|
)
|
||
Other, net
|
|
(3,994
|
)
|
|
(1,372
|
)
|
||
Gross deferred tax liabilities
|
|
(191,093
|
)
|
|
(195,098
|
)
|
||
Net deferred tax assets
|
|
$
|
182,971
|
|
|
$
|
145,444
|
|
2015
|
|
2014
|
|
2013
|
||||||
$
|
0.2
|
|
|
$
|
3.4
|
|
|
$
|
7.3
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Statutory amount
|
|
$
|
141,479
|
|
|
$
|
189,758
|
|
|
$
|
231,542
|
|
State taxes, net of the federal
benefit
|
|
12,857
|
|
|
12,750
|
|
|
14,892
|
|
|||
Tax differential on foreign
earnings
|
|
(60,151
|
)
|
|
(8,811
|
)
|
|
(20,253
|
)
|
|||
Uncertain tax positions
|
|
2,281
|
|
|
(9,847
|
)
|
|
1,553
|
|
|||
Other, net
|
|
4,789
|
|
|
6,204
|
|
|
(6,368
|
)
|
|||
Consolidated income tax expense
|
|
$
|
101,255
|
|
|
$
|
190,054
|
|
|
$
|
221,366
|
|
Rates used to compute statutory
amount
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|||
Consolidated effective income
tax rate
|
|
23.5
|
%
|
|
35.1
|
%
|
|
33.5
|
%
|
2015
|
|
2014
|
|
2013
|
||||||
$
|
156.5
|
|
|
$
|
173.6
|
|
|
$
|
235.8
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States earnings
|
|
$
|
283,504
|
|
|
$
|
288,800
|
|
|
$
|
352,404
|
|
Foreign earnings
|
|
146,633
|
|
|
253,366
|
|
|
309,144
|
|
|||
|
|
$
|
430,137
|
|
|
$
|
542,166
|
|
|
$
|
661,548
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance, beginning of year
|
|
$
|
41,923
|
|
|
$
|
51,770
|
|
|
$
|
53,637
|
|
Additions based on tax positions related to the current year
|
|
6,440
|
|
|
6,528
|
|
|
5,447
|
|
|||
Reductions for tax positions of prior years
|
|
(5,697
|
)
|
|
(16,375
|
)
|
|
(6,354
|
)
|
|||
Settlement
|
|
—
|
|
|
—
|
|
|
(960
|
)
|
|||
Balance, end of year
|
|
$
|
42,666
|
|
|
$
|
41,923
|
|
|
$
|
51,770
|
|
In fiscal years,
|
|
||
2016
|
$
|
152,744
|
|
2017
|
138,081
|
|
|
2018
|
117,779
|
|
|
2019
|
98,626
|
|
|
2020
|
87,177
|
|
|
Thereafter
|
338,843
|
|
|
|
933,250
|
|
|
Amounts representing sublease income
|
(17,401
|
)
|
|
Total, net aggregate future lease payments
|
$
|
915,849
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Rent expense
|
|
$
|
175,067
|
|
|
$
|
194,796
|
|
|
$
|
173,340
|
|
Sublease income
|
|
(5,275
|
)
|
|
(6,102
|
)
|
|
(7,914
|
)
|
|||
Net rent
|
|
$
|
169,792
|
|
|
$
|
188,694
|
|
|
$
|
165,426
|
|
End of lease term
|
2025
|
|
|
End of term purchase option (in thousands)
|
$
|
76,950
|
|
Residual value guaranty (in thousands)
|
$
|
62,412
|
|
|
|
2015
|
|
2014
|
||||
Amounts billed, net
|
|
$
|
1,213,892
|
|
|
$
|
1,425,341
|
|
Unbilled receivables and other
|
|
1,252,509
|
|
|
1,368,482
|
|
||
Retentions receivable
|
|
82,342
|
|
|
73,732
|
|
||
Total receivables, net
|
|
$
|
2,548,743
|
|
|
$
|
2,867,555
|
|
Other information about receivables:
|
|
|
|
|
||||
Amounts due from the United States federal
government included above, net of
advanced billings
|
|
$
|
327,157
|
|
|
$
|
324,928
|
|
Claims receivable
|
|
$
|
32,511
|
|
|
$
|
78,634
|
|
|
|
2015
|
|
2014
|
||||
Land
|
|
$
|
23,757
|
|
|
$
|
21,497
|
|
Buildings
|
|
97,597
|
|
|
128,584
|
|
||
Equipment
|
|
592,491
|
|
|
634,415
|
|
||
Leasehold improvements
|
|
259,544
|
|
|
287,814
|
|
||
Construction in progress
|
|
17,229
|
|
|
20,059
|
|
||
|
|
990,618
|
|
|
1,092,369
|
|
||
Accumulated depreciation and amortization
|
|
(609,380
|
)
|
|
(635,572
|
)
|
||
|
|
$
|
381,238
|
|
|
$
|
456,797
|
|
|
|
2015
|
|
2014
|
||||
Deferred income taxes
|
|
$
|
213,767
|
|
|
$
|
170,649
|
|
Cash surrender value of life insurance policies
|
|
115,440
|
|
|
116,686
|
|
||
Investments
|
|
222,941
|
|
|
226,628
|
|
||
Notes receivable
|
|
13,197
|
|
|
8,007
|
|
||
Reimbursable pension costs (a)
|
|
119,548
|
|
|
77,710
|
|
||
Other
|
|
34,622
|
|
|
38,570
|
|
||
Total
|
|
$
|
719,515
|
|
|
$
|
638,250
|
|
(a)
|
Consists primarily 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.
|
|
|
2015
|
|
2014
|
||||
Accrued payroll and related liabilities
|
|
$
|
623,297
|
|
|
$
|
783,549
|
|
Project-related accruals
|
|
130,401
|
|
|
140,938
|
|
||
Non project-related accruals
|
|
102,324
|
|
|
76,588
|
|
||
Insurance liabilities
|
|
59,081
|
|
|
52,826
|
|
||
Sales and other similar taxes
|
|
53,476
|
|
|
52,373
|
|
||
Deferred rent
|
|
93,040
|
|
|
96,129
|
|
||
Other
|
|
29,366
|
|
|
77,153
|
|
||
Total
|
|
$
|
1,090,985
|
|
|
$
|
1,279,556
|
|
|
|
2015
|
|
2014
|
||||
Liabilities relating to defined benefit pension
and early retirement plans
|
|
$
|
416,725
|
|
|
$
|
407,263
|
|
Liabilities relating to nonqualified deferred
compensation arrangements
|
|
129,982
|
|
|
114,325
|
|
||
Deferred income taxes
|
|
191,093
|
|
|
195,098
|
|
||
Miscellaneous
|
|
126,068
|
|
|
117,392
|
|
||
Total
|
|
$
|
863,868
|
|
|
$
|
834,078
|
|
|
|
2015
|
|
2014
|
||||
Foreign currency translation adjustments
|
|
$
|
(199,087
|
)
|
|
$
|
(62,919
|
)
|
Adjustments relating to defined benefit pension plans
|
|
(266,440
|
)
|
|
(299,210
|
)
|
||
Other
|
|
763
|
|
|
(1,420
|
)
|
||
Total
|
|
$
|
(464,764
|
)
|
|
$
|
(363,549
|
)
|
|
|
2015
|
|
2014
|
||||
Working capital
|
|
$
|
(8,749
|
)
|
|
$
|
48,327
|
|
Property and equipment
|
|
71
|
|
|
59,216
|
|
||
Noncurrent assets
|
|
(4,334
|
)
|
|
262,450
|
|
||
Deferred liabilities
|
|
(1,316
|
)
|
|
(7,895
|
)
|
||
Non-controlling interests
|
|
—
|
|
|
16,572
|
|
||
Foreign currency translation
|
|
—
|
|
|
1,768
|
|
||
Goodwill
|
|
22,429
|
|
|
1,005,923
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
7,154,433
|
|
|
$
|
7,078,366
|
|
|
$
|
6,993,594
|
|
Europe
|
|
2,074,837
|
|
|
2,402,399
|
|
|
2,148,504
|
|
|||
Canada
|
|
1,065,651
|
|
|
1,344,632
|
|
|
1,652,386
|
|
|||
Asia
|
|
304,393
|
|
|
299,086
|
|
|
204,203
|
|
|||
India
|
|
163,871
|
|
|
148,453
|
|
|
158,908
|
|
|||
Australia and New Zealand
|
|
611,271
|
|
|
709,379
|
|
|
141,507
|
|
|||
South America and Mexico
|
|
143,014
|
|
|
271,213
|
|
|
241,590
|
|
|||
Middle East and Africa
|
|
597,362
|
|
|
441,629
|
|
|
277,684
|
|
|||
Total
|
|
$
|
12,114,832
|
|
|
$
|
12,695,157
|
|
|
$
|
11,818,376
|
|
Long-Lived Assets:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
208,155
|
|
|
$
|
240,501
|
|
|
$
|
230,281
|
|
Europe
|
|
55,713
|
|
|
58,562
|
|
|
47,128
|
|
|||
Canada
|
|
36,647
|
|
|
51,622
|
|
|
61,122
|
|
|||
Asia
|
|
3,859
|
|
|
4,063
|
|
|
4,272
|
|
|||
India
|
|
16,264
|
|
|
17,960
|
|
|
15,049
|
|
|||
Australia
|
|
24,460
|
|
|
49,436
|
|
|
8,329
|
|
|||
South America and Mexico
|
|
9,127
|
|
|
11,084
|
|
|
6,159
|
|
|||
Middle East and Africa
|
|
27,013
|
|
|
23,569
|
|
|
6,956
|
|
|||
Total
|
|
$
|
381,238
|
|
|
$
|
456,797
|
|
|
$
|
379,296
|
|
2015
|
|
2014
|
|
2013
|
|||
21.7
|
%
|
|
17.8
|
%
|
|
19.9
|
%
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
|
|
Fiscal
Year
|
|
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
3,187,005
|
|
|
$
|
2,903,332
|
|
|
$
|
2,907,541
|
|
|
$
|
3,116,954
|
|
|
|
|
$
|
12,114,832
|
|
|
|
Operating profit (a)
|
|
158,223
|
|
|
133,045
|
|
|
100,434
|
|
|
53,825
|
|
|
|
|
445,527
|
|
|
|
|||||
Earnings before taxes
|
|
154,695
|
|
|
128,962
|
|
|
97,188
|
|
|
49,292
|
|
|
|
|
430,137
|
|
|
|
|||||
Net earnings of the Group
|
|
106,195
|
|
|
88,110
|
|
|
97,308
|
|
|
37,269
|
|
|
|
|
328,882
|
|
|
|
|||||
Net earnings attributable to
Jacobs
|
|
100,079
|
|
|
81,967
|
|
(b)
|
91,062
|
|
(b)
|
29,863
|
|
|
(b)
|
|
302,971
|
|
|
|
|||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
0.78
|
|
|
0.65
|
|
(b)
|
0.74
|
|
(b)
|
0.25
|
|
|
(b)
|
|
2.42
|
|
|
|
|||||
Diluted
|
|
0.77
|
|
|
0.64
|
|
(b)
|
0.73
|
|
(b)
|
0.24
|
|
|
(b)
|
|
2.40
|
|
|
|
|||||
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
|
|
(c)
|
91,054
|
|
|
(c)
|
|
352,112
|
|
|
|
|||||
Net earnings attributable to
Jacobs
|
|
93,732
|
|
|
83,460
|
|
(d)
|
64,842
|
|
|
86,074
|
|
|
|
|
328,108
|
|
|
|
|||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
0.72
|
|
|
0.64
|
|
(d)
|
0.50
|
|
(c)
|
0.66
|
|
|
(c)
|
|
2.51
|
|
|
|
|||||
Diluted
|
|
0.71
|
|
|
0.63
|
|
(d)
|
0.49
|
|
(c)
|
0.65
|
|
|
(c)
|
|
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
|
|
|
|
(a)
|
Operating profit represents revenues less (i) direct costs of contracts, and (ii) selling, general and administrative expenses.
|
(b)
|
Includes costs of
$9.6 million
, or
$0.08
per diluted share, in the second quarter of fiscal 2015,
$30.1 million
or
$0.24
per diluted share in the third quarter of fiscal 2015, and
$68.2 million
, or
$0.56
per diluted share, in the fourth quarter of fiscal 2015, related to the 2015 Restructuring.
|
(c)
|
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 2014 Restructuring.
|
(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.
|
(i)
|
All business development and client information within the exclusive control of Jacobs, including but not limited to:
|
(a)
|
Current and prospective customer lists;
|
(b)
|
Current and prospective business projects;
|
(c)
|
Pricing, rates, schedules and method of bidding on individual projects;
|
(d)
|
Technical details and status reports involving current and prospective projects;
|
(e)
|
Contracting strategies, philosophies and/or techniques;
|
(f)
|
Salary rates and benefit levels for Jacobs’ employees;
|
(g)
|
Employment and recruitment policies of Jacobs; and
|
(h)
|
Internal policies and procedures utilized by Jacobs in performing business projects and consulting work.
|
(ii)
|
Strategic business plans and marketing initiatives of Jacobs which are not general public knowledge.
|
(iii)
|
Any other confidential, proprietary, technical data developed by Employee or disclosed to Employee by Jacobs during Employee’s employment, whether pertaining to specific projects with which Employee was involved or otherwise.
|
(c.)
|
Call on, solicit or take away, or attempt to call on, solicit or take away any of the customers of Jacobs or Jacobs’ affiliated companies on whom Employee called or with whom she became acquainted during her employment either on behalf of himself/herself or for any other person, firm or corporation with the intent to be in competition with Jacobs or Jacobs’ affiliated companies.
|
(a)
|
Scope of Arbitration
|
(b)
|
Availability of Provisional Relief
|
(c)
|
JAMS Employment Arbitration Rules And Procedures Apply
|
(d)
|
Invoking Arbitration
|
(e)
|
Award Final
|
(f)
|
Stenographic Record
|
(g)
|
Location
|
(h)
|
Law Governing the Arbitrator’s Award
|
(i)
|
Written Awards and Enforcement
|
(a)
|
The Restricted Stock issued hereby shall be subject to the restrictions on transfer and obligation to surrender the Restricted Stock to the Company as set forth in the Agreement (referred to as the “Forfeiture Restrictions”). The provisions of Section 13 of the Plan relating to the restrictions on transfers of Restricted Stock, including all amendments, revisions and modifications thereto as may hereafter be adopted, are hereby incorporated in this Agreement as if set forth in full herein. Unless and until the relevant Forfeiture Restrictions have lapsed, Restricted Stock may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of and is not assignable or transferable by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order.
|
(b)
|
In the event Employee ceases to be an employee of the Company for any reason including death and the Employee becoming disabled, the effect of such cessation upon the Restricted Stock shall be determined by reference to Schedule B of the Plan, which Schedule B is incorporated herein by this reference. In the event of a Change in Control, except as otherwise set forth in the Plan (including Schedule B thereof), Restricted Stock shall remain outstanding and subject to the terms and conditions of the Plan and this Agreement.
|
(c)
|
The Forfeiture Restrictions shall lapse and be of no further force and effect with respect to twenty-five percent (25%) of the Restricted Stock on the first anniversary of the Award Date, twenty-five percent (25%) of the Restricted Stock on the second anniversary of the Award Date, twenty-five percent (25%) of the Restricted Stock on the third anniversary of the Award Date and the Forfeiture Restrictions for the remaining twenty-five percent (25%) of Restricted Stock awards shall lapse and be of no further force and effect on the fourth anniversary of the Award Date.
|
(d)
|
Employee has no rights, partial or otherwise in the Restricted Stock unless and until the respective Forfeiture Restrictions have lapsed.
|
(a)
|
The Award shall not be vested as of the Award Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement.
|
(b)
|
The Restricted Stock Units issued hereby shall be subject to the restrictions on transfer as set forth in this Agreement (referred to as the “Forfeiture Restrictions”). The provisions of Section 13 of the Plan relating to the restrictions on transfers of Restricted Stock Units, including all amendments, revisions and modifications thereto as may hereafter be adopted, are hereby incorporated in this Agreement as if set forth in full herein. Unless and until the Forfeiture Restrictions have lapsed, the Restricted Stock Units shall be unvested and subject to forfeiture hereunder.
|
(c)
|
In the event Employee ceases to be an employee of the Company or any of its Related Companies for any reason other than as a result of death or the Employee becoming disabled, Employee shall, for no consideration, forfeit and surrender to the Company the Restricted Stock Units that are subject to the Forfeiture Restrictions effected as of the date the Employee’s employment with the Company or Related Company terminates. Schedule B of the Plan, which is incorporated herein by this reference, establishes the effects on this Award of other changes to (i) the Employee’s employment status with the Company or Related Company; (ii) the Employee’s employer; and, (iii) the Company’s ownership interest in Employee’s employer.
|
(d)
|
After the Award Date, the Restricted Stock Units will become twenty-five percent (25%) vested on the first anniversary of the Award Date, twenty-five
|
(e)
|
Except as set forth in the Plan (including Schedule B thereof the terms of which shall apply to the Award), Employee has no rights, partial or otherwise in the Award and/or any shares of Jacobs Common Stock subject thereto unless and until the Award has been vested pursuant to this Section 2.
|
(f)
|
Each Vested Unit shall be settled by the delivery of one share of Common Stock (subject to adjustment under the Plan). Settlement will occur as soon as practicable following passage of each Maturity Date (or, if earlier, the date the Award becomes vested pursuant to the terms of the Plan, including Schedule B thereof). No fractional shares shall be issued pursuant to this Agreement set forth in Section 2(c).
|
(g)
|
Neither the Award, nor any interest therein nor any shares of Jacobs Common Stock payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.
|
(a)
|
The Plan is established voluntarily by the Company, that the Plan is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
(b)
|
The Award of the Restricted Stock Unit is voluntary and occasional and does not create any contractual or other right to receive future Awards of Restricted Stock Units, or any benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been awarded in the past;
|
(c)
|
All decisions with respect to future Restricted Stock Unit or other awards, if any, will be at the sole discretion of the Company;
|
(d)
|
The Restricted Stock Unit Award and Employee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any Related Company and shall not interfere with the ability of the Company, or any Related Company, as applicable, to terminate Employee’s employment or service relationship (if any);
|
(e)
|
The Restricted Stock Unit and the shares of Jacobs Common Stock subject to the Restricted Stock Unit, the value of same, and any ultimate gain, loss, income or expense associated with the Award are not part of Employee’s normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(f)
|
No claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Unit for any reason, including forfeiture resulting from Employee ceasing to provide employment or other services to the Company or any Related Company (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any), and in consideration of the Award of the Restricted Stock Unit to which Employee is otherwise not entitled, Employee irrevocably agrees never to institute or allow to be instituted on his or her behalf any claim against the Company or any of its Related Companies, waives his or her ability, if any, to bring any such claim, and releases the Company and any Related Companies from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Employee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.
|
(a)
|
If Employee is a national of the Peoples’ Republic of China (“PRC”), the Award and vesting of Restricted Stock Units is conditioned upon the Company securing all necessary approvals from the PRC State Administration of Foreign Exchange (“SAFE”) to permit the operation of the Plan and the participation of PRC nationals employed by the Company or a Related Company, as determined by the Company in its sole discretion.
|
(b)
|
Employee agrees to hold the Jacobs Common Stock received upon settlement of the Restricted Stock Units with the Company’s broker or any other agent designated by the Company until the Jacobs Common Stock is sold.
|
(c)
|
Employee understands and agrees that, due to exchange control laws in China, Employee will be required to immediately repatriate the proceeds from any sale of Jacobs Common Stock and any dividends received in relation to the Jacobs Common Stock to China. Employee further understands that the repatriation of such amounts may need to be effected through a special exchange control account established by the Company or the Related Company in China, and Employee hereby consents and agrees that all amounts derived from the Restricted Stock Units awarded under the Plan may be transferred to such special account prior to being delivered to Employee’s personal account. Further, to the extent required
|
(a)
|
The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement.
|
(b)
|
The number of restricted stock units earned under this Agreement shall be equal to the sum of the following (the “Earned Earnings Per Share Growth Restricted Stock Units”):
|
1.
|
An amount, not less than zero, equal to one-third of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier (as defined herein) determined based upon the growth in the Company's Earnings Per Share (as defined herein) from fiscal year 2015 to fiscal year 2016; plus
|
2.
|
An amount, not less than zero, equal to (A) two-thirds of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the Compound Annual Growth Rate (as defined herein) in the Company's Earnings Per Share for fiscal year 2017 as compared to fiscal year 2015 minus (B) the amount determined pursuant to paragraph 2(b)(1) above; plus
|
3.
|
An amount, not less than zero, equal to (A) the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the Compound Annual Growth Rate in the Company's Earnings Per Share for fiscal year
|
(c)
|
After the Award Date, a number of restricted stock units equal to the Earned Earnings Per Share Growth Restricted Stock Units will become 100% vested (referred to as “Vested Units”) on the third anniversary of the Award Date (the “Maturity Date”), provided that, except as provided in subparagraph (d) below, Employee remains continuously employed by the Company or Related Company through such Maturity Date.
|
(d)
|
Notwithstanding anything herein to the contrary, in the event that Employee’s employment with the Company terminates as a result of Employee’s Retirement prior to the Maturity Date, this Award shall remain outstanding and shall vest on the Maturity Date (based on actual performance through the entire performance period); provided, that on the Maturity Date only a pro-rated portion (based on the number of days during the period between the Award Date and the Maturity Date that Employee was employed by the Company prior to Employee’s Retirement) of the Earned Earnings Per Share Growth Restricted Stock Units will become vested, with the remainder of the Award forfeited at that time.
|
(e)
|
Notwithstanding anything herein to the contrary, in the event of a Change in Control, the number of Earned Earnings Per Share Growth Restricted Stock Units shall be determined as of the date such Change in Control is consummated, rather than the Maturity Date, with the number of Earned Earnings Per Share Growth Restricted Stock Units determined as set forth in Section 2(b) hereof, except that: (1) if the Change in Control occurs prior to the last day of fiscal year 2016, the Earnings Per Share Growth Performance Multiplier will be 100%; and (2) if the Change in Control occurs upon or after the last day of fiscal year 2016, the number of Earned Earnings Per Share Growth Restricted Stock Units will be determined pursuant to Section 2(b) based upon performance through the the last day of the fiscal year immediately preceding or coinciding with the date of the Change in Control, plus an additional number of restricted stock units, not less than zero, equal to (A) the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the applicable Compound Annual Growth Rate in the Company's Earnings Per Share through the end of the last fiscal quarter completed on or prior to the date of the Change in Control, minus (B) the amount determined pursuant to Section 2(b) based upon performance through the last day of the fiscal year immediately preceding or coinciding with the date of the Change in Control.
|
(f)
|
Except as set forth herein and in the Plan (including Schedule B thereof the terms of which shall apply to the Award to the extent such terms do not conflict with the terms hereof), Employee has no rights, partial or otherwise in the Award and/or any shares of Jacobs Common Stock subject thereto unless and until the Award has been earned and vested pursuant to this Section 2.
|
(g)
|
Each Vested Unit shall be settled by the delivery of one share of Common Stock (subject to adjustment under the Plan). Settlement will occur as soon as practicable following certification by the Company of the number of Earnings Per Share Growth Restricted Stock Units and passage of the Maturity Date (or, if earlier, the date the Award becomes vested pursuant to the terms of the Plan, including Schedule B thereof), but in no event later than 30 days following the Maturity Date (or such earlier date that the Award becomes vested). No fractional shares shall be issued pursuant to this Agreement.
|
(h)
|
Neither the Award, nor any interest therein nor shares of Jacobs Common Stock payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.
|
(a)
|
The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
(b)
|
The Award of the restricted stock units hereunder is voluntary and occasional and does not create any contractual or other right to receive future Awards of restricted stock units, or any benefits in lieu of restricted stock units, even if restricted stock units have been awarded in the past;
|
(c)
|
All decisions with respect to future restricted stock unit or other awards, if any, will be at the sole discretion of the Company;
|
(d)
|
The Award and Employee's participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, or any Related Companies and shall not interfere with the ability of the Company, or any Related Company, as applicable, to terminate Employee's employment or service relationship (if any);
|
(e)
|
The Award and the shares of Jacobs Common Stock subject to the Award, the value of same, and any ultimate gain, loss, income or expense associated with the Award are not part of Employee's normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(f)
|
No claim or entitlement to compensation or damages shall arise from forfeiture of the Award for any reason, including forfeiture resulting from Employee ceasing to provide employment or other services to the Company or any Related Company (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee's employment agreement, if any), and in consideration of the Award to which Employee is otherwise not entitled, Employee irrevocably agrees never to institute or allow to be instituted on his or her behalf any claim against the Company or any of its Related Companies, waives his or her ability, if any, to bring any such claim, and releases the Company and any Related Companies from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Employee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.
|
(a)
|
The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement.
|
(b)
|
The number of restricted stock units earned under this Agreement (the “Earned TSR Restricted Stock Units”) shall be equal to the Target TSR Restricted Stock Units multiplied by the TSR Performance Multiplier (as defined herein). The “TSR Performance Multiplier” will be determined by comparing the Company’s total stockholder return to the total stockholder return of each of the companies in the Industry Peer Group (as set forth below) over the three-year period immediately following November 19, 2015 (the “Performance Period”). For purposes of computing total stockholder return, the beginning stock price will be the average stock price over the 30 calendar day period ending on November 19, 2015, and the ending stock price will be the average stock price over the 30 calendar day period ending on the last day of the Performance Period. Any dividend payments over the performance period by a company will be deemed re-invested on the ex-dividend date in additional shares of the company.
|
Company TSR Rank
|
TSR Performance Multiplier
|
Below 30th percentile
|
0
|
30th percentile
|
50%
|
50th percentile
|
100%
|
70th percentile or above
|
150%
|
(c)
|
After the Award Date, a number of restricted stock units equal to the Earned TSR Restricted Stock Units will become 100% vested (referred to as “Vested Units”) on the third anniversary of November 19, 2015 (the “Maturity Date”), provided that, except as provided in subparagraph (d) below, Employee remains continuously employed by the Company or Related Company through such Maturity Date.
|
(d)
|
Notwithstanding anything herein to the contrary, in the event that Employee’s employment with the Company terminates as a result of Employee’s Retirement prior to the Maturity Date, this Award shall remain outstanding and shall vest on the Maturity Date based on actual performance through the entire performance period; provided, that on the Maturity Date only a pro-rated portion (based on the number of days during the period between the Award Date and the Maturity Date that Employee was employed by the Company prior to Employee’s Retirement) of the Earned TSR Restricted Stock Units will become vested, with the remainder of the Award forfeited at that time.
|
(e)
|
Notwithstanding anything herein to the contrary, in the event of a Change in Control, the number of Earned TSR Restricted Stock Units shall be determined as of the date such Change in Control is consummated, rather than the Maturity Date, with the number of Earned TSR Restricted Stock Units determined as set forth in Section 2(b) hereof, except that: (1) if the Change in Control occurs prior to the last day of fiscal year 2016, the Relative TSR Performance Multiplier will be 100%; and (2) if the Change in Control occurs upon or after the last day of fiscal year 2016, the Relative TSR Performance Multiplier shall be determined pursuant to Section 2(b) based upon the Company’s total stockholder return and the total stockholder return of each of the companies in the Industry Peer Group through the date of the Change
|
(f)
|
Except as set forth herein and in the Plan (including Schedule B thereof the terms of which shall apply to the Award to the extent such terms do not conflict with the terms hereof), Employee has no rights, partial or otherwise in the Award and/or any shares of Jacobs Common Stock subject thereto unless and until the Award has been earned and vested pursuant to this Section 2.
|
(g)
|
Each Vested Unit shall be settled by the delivery of one share of Common Stock (subject to adjustment under the Plan). Settlement will occur as soon as practicable following certification by the Company of the number of Earned TSR Restricted Stock Units and passage of the Maturity Date (or, if earlier, the date the Award becomes vested pursuant to the terms of the Plan, including Schedule B thereof), but in no event later than 30 days following the Maturity Date (or such earlier date that the Award becomes vested). No fractional shares shall be issued pursuant to this Agreement.
|
(h)
|
Neither the Award, nor any interest therein nor shares of Jacobs Common Stock payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.
|
(a)
|
The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
(b)
|
The Award of the restricted stock units hereunder is voluntary and occasional and does not create any contractual or other right to receive future Awards of restricted stock units, or any benefits in lieu of restricted stock units, even if restricted stock units have been awarded in the past;
|
(c)
|
All decisions with respect to future restricted stock unit or other awards, if any, will be at the sole discretion of the Company;
|
(d)
|
The Award and Employee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, or any Related Companies and shall not interfere with the ability of the Company, or any Related Company, as applicable, to terminate Employee’s employment or service relationship (if any);
|
(e)
|
The Award and the shares of Jacobs Common Stock subject to the Award, the value of same, and any ultimate gain, loss, income or expense associated with the Award are not part of Employee’s normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(f)
|
No claim or entitlement to compensation or damages shall arise from forfeiture of the Award for any reason, including forfeiture resulting from Employee ceasing to provide employment or other services to the Company or any Related Company (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any), and in consideration of the Award to which Employee is otherwise not entitled, Employee irrevocably agrees never to institute or allow to be instituted on his or her behalf any claim against the Company or any of its Related Companies, waives his or her ability, if any, to bring any such claim, and releases the Company and any Related Companies from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Employee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.
|
(a)
|
The Award shall not be vested as of the Award Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement.
|
(b)
|
The Restricted Stock Units issued hereby shall be subject to the restrictions on transfer as set forth in this Agreement (referred to as the “Forfeiture Restrictions”). The provisions of Section 13 of the Plan relating to the restrictions on transfers of Restricted Stock Units, including all amendments, revisions and modifications thereto as may hereafter be adopted, are hereby incorporated in this Agreement as if set forth in full herein. Unless and until the Forfeiture Restrictions have lapsed, the Restricted Stock Units shall be unvested and subject to forfeiture hereunder.
|
(c)
|
In the event Employee ceases to be an employee of the Company or any of its Related Companies for any reason other than as a result of death or the Employee becoming disabled, Employee shall, for no consideration, forfeit and surrender to the Company the Restricted Stock Units that are subject to the Forfeiture Restrictions effected as of the date the Employee’s employment with the Company or Related Company terminates. Schedule B of the Plan, which is incorporated herein by this reference, establishes the effects on this Award of other changes to (i) the Employee’s employment status with the Company or Related Company; (ii) the Employee’s employer; and, (iii) the Company’s ownership interest in Employee’s employer.
|
(d)
|
After the Award Date, the Restricted Stock Units will become twenty-five percent (25%) vested on the first anniversary of the Award Date, twenty-five percent (25%) vested on the second anniversary of the Award Date, twenty-five percent (25%) vested on the third anniversary of the Award Date and the remaining twenty-five percent (25%) vested (collectively referred to as “Vested Units”) on the fourth anniversary of the Award Date
|
(e)
|
Except as set forth in the Plan (including Schedule B thereof the terms of which shall apply to the Award), Employee has no rights, partial or otherwise, in the Award and/or any shares of Jacobs Common Stock subject thereto or to the FMV of any such shares of Jacobs Common Stock or to any cash payment the Employee may otherwise be entitled to pursuant to this Agreement unless and until the Award has been vested pursuant to this Section 2.
|
(f)
|
Each Vested Unit shall be settled in cash in an amount equal to the FMV of one share of Common Stock on each Maturity Date (subject to adjustment under the Plan). Settlement will occur as soon as practicable following passage of each Maturity Date (or, if earlier, the date the Award becomes vested pursuant to the terms of the Plan, including Schedule B thereof).
|
(g)
|
Neither the Award, nor any interest therein including any right to receive any cash payment pursuant to this Agreement may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.
|
(a)
|
The Plan is established voluntarily by the Company, that the Plan is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
(b)
|
The Award of the Restricted Stock Unit is voluntary and occasional and does not create any contractual or other right to receive future Awards of Restricted Stock Units or any benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been awarded in the past;
|
(c)
|
All decisions with respect to future Restricted Stock Unit or other awards, if any, will be at the sole discretion of the Company;
|
(d)
|
The Award and Employee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, or any Related Company and shall not interfere with the ability of the Company, or any Related Company, as applicable, to terminate Employee’s employment or service relationship (if any);
|
(e)
|
The Award Unit and any ultimate gain, loss, income or expense associated with the Award are not part of Employee’s normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(f)
|
No claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Unit for any reason, including forfeiture resulting from Employee ceasing to provide employment or other services to the Company or any Related Company (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any), and in consideration of the Award of the Restricted Stock Unit to which Employee is otherwise not entitled, Employee irrevocably agrees never to institute or allow to be instituted on his or her behalf any claim against the Company or any of its Related Companies, waives his or her ability, if any, to bring any such claim, and releases the Company and any Related Companies from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Employee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.
|
(i)
|
withholding from wages or other cash compensation paid to the Employee by the Company and/or its Related Companies; or
|
(ii)
|
withholding from the cash to be issued to the Employee upon the payment of the Restricted Stock Unit.
|
Jacobs Government Services Company, a corporation of California
|
100.00
|
%
|
|
Jacobs Field Services North America Inc., a corporation of Texas
|
100.00
|
%
|
|
Jacobs Maintenance, Inc., a corporation of Louisiana
|
100.00
|
%
|
|
Jacobs Consultancy Inc., a corporation of Texas
|
100.00
|
%
|
|
Jacobs P&C US Inc., a corporation of Delaware
|
100.00
|
%
|
|
Jacobs P&C Inc., a
corporation of Delaware
|
100.00
|
%
|
|
Jacobs PSG Inc., a corporation of Delaware
|
100.00
|
%
|
|
Jacobs Minerals, Inc., a
corporation of Delaware
|
100.00
|
%
|
|
DSI Constructors Inc., a
corporation of Delaware
|
100.00
|
%
|
|
Jacobs Professional Services Inc., a
corporation of Delaware
|
100.00
|
%
|
|
Jacobs Field Services Americas Inc., a
corporation of Delaware
|
100.00
|
%
|
|
Jacobs Eagleton LLC, a limited liability company of Texas
|
100.00
|
%
|
|
Jacobs Engineering Inc., a corporation of Delaware
|
100.00
|
%
|
|
Jacobs Australia Holdings Company Pty Ltd, a corporation of Australia
|
100.00
|
%
|
|
Sinclair Knight Merz Management Pty Ltd, a corporation of Australia
|
100.00
|
%
|
|
Jacobs Group Australia Holdings Ltd, a corporation of Australia
|
100.00
|
%
|
|
Sinclair Knight Merz EPC Pty Ltd, a corporation of Australia
|
100.00
|
%
|
|
Jacobs Group (Australia) Pty Ltd, a corporation of Australia
|
100.00
|
%
|
|
Redecon Australia Pty Ltd, a corporation of Australia
|
100.00
|
%
|
|
Jacobs E&C Australia PTY Ltd, a corporation of Australia
|
100.00
|
%
|
|
Jacobs Project Management Australia PTY Ltd, an corporation of Australia,
|
100.00
|
%
|
|
Jacobs Architecture (Australia) Pty Ltd, a corporation of Australia
|
100.00
|
%
|
|
SKM Investments Australia Pty Ltd, a corporation of Australia
|
100.00
|
%
|
|
Sinclair Knight Merz (Thailand) Co Limited, a corporation Thailand
|
49.00
|
%
|
|
Seatec International Co Ltd, a corporation of Thailand
|
100.00
|
%
|
|
Jacobs Projects (Philippines) Inc., a corporation of the Philippines
|
100.00
|
%
|
|
Sinclair Knight Merz Consulting (India) Private Ltd, a corporation of India
|
100.00
|
%
|
|
Sinclair Knight Merz (Ireland) Ltd, a corporation of the Republic of Ireland
|
100.00
|
%
|
|
Merz Pacific Inc., a corporation of Guam
|
100.00
|
%
|
|
Sinclair Knight Merz Inc, a corporation of Delaware
|
100.00
|
%
|
|
Sinclair Knight Merz (NZ) Holdings Ltd, a corporation of New Zealand
|
100.00
|
%
|
|
Jacobs New Zealand Limited, a corporation of New Zealand
|
100.00
|
%
|
|
Sinclair Knight Merz (Fiji) Ltd, a corporation of Fiji
|
99.9
|
%
|
|
PT Jacobs Group Indonesia, a corporation of Indonesia
|
99.5
|
%
|
|
Sinclair Knight Merz International Holdings LLC, a limited liability company of Delaware
|
100.00
|
%
|
|
Sinclair Knight Merz (Europe) Ltd, a corporation of England and Wales
|
100.00
|
%
|
|
Jacobs Chile S.A., a corporation of Chile
|
100.00% (1)*
|
|
|
Enviros Group Limited, a corporation of England and Wales
|
100.00
|
%
|
|
Enviros Limited, a corporation of England and Wales
|
100.00
|
%
|
|
Enviros Management Services Limited, a corporation of England and Wales
|
100.00
|
%
|
|
Aspinwall & Co Limited, a corporation of England and Wales
|
100.00
|
%
|
|
Colin Buchanan & Partners Ltd, a corporation of England and Wales
|
100.00
|
%
|
|
Colin Buchanan & Partners Hong Kong Ltd, a Special Administrative Region company of Hong Kong
|
100.00
|
%
|
|
Colin Buchanan & Partners China Co Ltd, a company of the People’s Republic of China
|
100.00
|
%
|
|
Sinclair Knight Merz Pakistan (PVT) Limited, a corporation of Pakistan
|
100.00
|
%
|
|
Sinclair Knight Merz Guinea SARL, a corporation of the Republic of Guinea
|
100.00
|
%
|
|
Sinclair Knight Merz (Liberia) LLC, a limited liability company of the Republic of Liberia
|
100.00
|
%
|
|
Sinclair Knight Merz (Kenya) Ltd, a corporation of Kenya
|
100.00% (2)*
|
|
|
Sinclair Knight Merz LLC (Oman), a limited liability company of the Sultanate of Oman
|
65.00
|
%
|
|
Sinclair Knight Merz (Rus), a corporation of Russia
|
100.00
|
%
|
|
Sinclair Knight Merz Poland Sp z o.o, a corporation of Poland
|
100.00
|
%
|
|
Jacobs Colombia S.A.S., a corporation of Colombia
|
100.00
|
%
|
|
Sinclair Knight Merz Servicos Limitada, a corporation of Brazil
|
100.00
|
%
|
|
Sinclair Knight Merz (South Africa) (Pty) Ltd, a corporation of South Africa
|
100.00
|
%
|
|
Sinclair Knight Merz (France) S.A.R.L., a corporation of France
|
100.00
|
%
|
|
Jacobs Engineering Group Malaysia Sdn Bhd, a corporation of Malaysia
|
100.00
|
%
|
|
Jacobs Consulting Services Sdn Bhd, a corporation of Malaysia
|
100.00
|
%
|
|
Perunding Mahir Bersatu Sdn Bhd, a corporation of Malaysia
|
100
|
%
|
|
Jacobs Engineering Services Sdn Bhd, a corporation of Malaysia
|
100.00
|
%
|
|
Sinclair Knight Merz (Hong Kong) Limited, a corporation of Hong Kong
|
100.00
|
%
|
|
Sinclair Knight Merz International (Hong Kong) Ltd, a corporation of Hong Kong
|
100.00
|
%
|
|
Sinclair Knight Merz (China) Co Ltd, a corporation of the People’s Republic of China
|
100.00
|
%
|
|
Sinclair Knight Merz (Singapore) Pte Ltd, a corporation of Singapore
|
100.00
|
%
|
|
SKM (Singapore) Pte Ltd, a corporation of Singapore
|
100.00
|
%
|
|
CODE International Assurance Ltd., a corporation of Nevada
|
100.00
|
%
|
|
Gibb Africa Consulting Engineers Ltd a limited corporation of Cyprus
|
100.00
|
%
|
|
Gibb-Africa International Ltd a limited corporation of Cyprus
|
100.00
|
%
|
|
Gibb (Botswana) Pty a corporation of Africa
|
100.00
|
%
|
|
Gibb (Lesotho) PTY a corporation of Africa
|
100.00
|
%
|
|
Jacobs Engineering SA, a corporation of Morocco
|
50.00
|
%
|
|
Transportation Engineering and Management Consultants Maroc, a corporation of Morocco (Short name: Team Maroc)
|
100.00
|
%
|
|
Jacobs Engineering España, S.L., a corporation of Spain
|
100.00
|
%
|
|
Jacobs Luxembourg Finance company Sarl, a Corporation of Luxembourg
|
100.00
|
%
|
|
Jacobs Engineering, SA de db, a corporation of Belgium
|
100.00
|
%
|
|
Jacobs Spain S.L., a corporation of Spain
|
100.00
|
%
|
|
Jacobs Europe Holdco Limited, a corporation of England and Wales
|
100.00
|
%
|
|
Jacobs UK Holdings Limited, a corporation of England and Wales
|
100.00
|
%
|
|
Jacobs Switzerland GmbH, a corporation of Switzerland
|
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 corporation of South Africa
|
74.00
|
%
|
|
Jacobs Field Services Limited, a corporation of England and Wales
|
100.00
|
%
|
|
L.E.S Construction Ltd, a corporation of England and Wales
|
100.00
|
%
|
|
Jacobs Engineering India Private Limited, a corporation of India
|
100.00% (3)*
|
|
|
HGC Constructors Private Ltd., a corporation of India
|
80.00
|
%
|
|
Sula Systems Ltd, a corporation of England and Wales
|
100.00
|
%
|
|
Thistle Water Ltd., a corporation of England and Wales
|
30.00
|
%
|
|
Jacobs Engineering UK Limited, a corporation of England and Wales
|
100.00
|
%
|
|
Jacobs Stobbarts Ltd, a corporation of England and Wales
|
100.00
|
%
|
|
Cumbria Nuclear Solutions Limited, a corporation of England and Wales
|
16.66
|
%
|
|
Gibb Overseas (Jersey), a corporation of Jersey
|
100.00
|
%
|
|
Gibb Overseas Limited, a corporation of England and Wales
|
100.00
|
%
|
|
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
|
%
|
|
Gibb Holdings Ltd., a corporation of England and Wales
|
100.00
|
%
|
|
Gibb Tanacsadasi Kft, a corporation of Hungary
|
100.00
|
%
|
|
Jacobs One Limited, a corporation of Scotland
|
100.00
|
%
|
|
Jacobs European Holdings Limited, a corporation
of England and Wales
|
100.00
|
%
|
|
Inspire Defence Ltd, a corporation of England and Wales
|
100.00
|
%
|
|
Partners for Infrastructure Ltd, a corporation of England and Wales
|
100.00
|
%
|
|
Allott & Lomax (Hong Kong) Limited, a corporation of Hong Kong
|
100.00
|
%
|
|
Jacobs SKM Ltd, a corporation of England and Wales
|
100.00
|
%
|
|
LeighFisher UK Ltd, a corporation of England and Wales
|
100.00
|
%
|
|
Babtie International Limited, a corporation of Scotland
|
100.00
|
%
|
|
Babtie Shaw & Morton Ltd, a corporation of Scotland
|
100.00
|
%
|
|
Boxinye Ltd, a corporation of the Republic of Ireland
|
100.00
|
%
|
|
Ringway Babtie Limited, a corporation of England and Wales
|
25.00
|
%
|
|
Le Crossing Company Limited, a corporation of England Wales
|
57.14
|
%
|
|
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
|
%
|
|
Growing Concern Scotland Limited
|
100.00
|
%
|
|
Ringway Jacobs Limited, a corporation of England and Wales
|
50.00
|
%
|
|
Babtie Asia Technical & Management Consultants SdnBhn, a corporation of Malaysia
|
100.00
|
%
|
|
WUXI Babtie Engineering Consultants Co Ltd, a corporation of China
|
100.00
|
%
|
|
JacobsGIBB Limited, a corporation of England and Wales
|
100.00
|
%
|
|
Gibb Ltd, a corporation of England and Wales
|
100.00
|
%
|
|
Westminster & Earley Services Ltd, a corporation of England and Wales
|
100.00
|
%
|
|
Jacobs Engineering Ireland Limited, a corporation of the Republic of Ireland
|
100.00
|
%
|
|
Jacobs Lend Lease Ireland Ltd, a corporation of the Republic of Ireland
|
50.00
|
%
|
|
Jacobs Engineering Deutschland GmbH, a German corporation
|
100.00
|
%
|
|
Jacobs Projects GmbH, a German corporation
|
100.00
|
%
|
|
Jacobs Belgïe N.V., a corporation of Belgium
|
100.00
|
%
|
|
Jacobs Nederland B.V. a corporation of the Netherlands
|
100.00
|
%
|
|
Jacobs Advanced Manufacturing B.V., a corporation of the Netherlands
|
100.00
|
%
|
|
Jacobs Russia LLC, a limited liability company of Russia
|
100.00
|
%
|
|
Jacobs Nuclear Engineering Services Private Ltd., a corporation of India
|
100.00
|
%
|
|
Jacobs Norway AS, a corporation of Norway
|
100.00
|
%
|
|
Sinclair Knight Merz IRH SpA, a corporation of Chile
|
100.00
|
%
|
|
Jacobs Peru S.A., a corporation of Peru
|
100.00
|
%
|
|
Chemetics Inc., a corporation of Canada
|
100.00
|
%
|
|
Jacobs Sverige A.B., a corporation of Sweden
|
100.00
|
%
|
|
Neste Jacobs OY, a corporation of Finland
|
40.00
|
%
|
|
Neste Jacobs ab, a corporation of Sweden
|
100.00
|
%
|
|
Kiinteisto E OY, a corporation of Finland
|
0.77
|
%
|
|
US Active OY, a corporation of Finland
|
100.00
|
%
|
|
Jacobs International, Limited, Inc., a corporation of Panama
|
100.00
|
%
|
|
Jacobs International Limited, a corporation of the Republic of Ireland
|
100.00
|
%
|
|
Jacobs Luxembourg, S.a.r.l., a corporation of Luxembourg
|
100.00
|
%
|
|
Jacobs Holding France SAS, a corporation of France
|
100.00
|
%
|
|
Jacobs France SAS, a corporation of France
|
100.00
|
%
|
|
Jacobs Italia, SpA, an corporation of Italy
|
100.00
|
%
|
|
Jacobs Nucléaire SAS, a corporation of France
|
100.00
|
%
|
|
Jacobs Morocco SARLAU, a corporation of Morocco
|
100.00
|
%
|
|
JEM Field Professional Services SA DE CV, a corporation of Mexico
|
100.00
|
%
|
|
Jacobs Brazil Limited Inc. a corporation of Texas
|
100.00
|
%
|
|
Jacobs Brasil Holdings S.A. (0.01% Jacobs Brazil Limited) a corporation of Brazil
|
99.99
|
%
|
|
Jacobs Participacoes Ltda (0.01% Jacobs Brazil Limited) a corporation of Brazil
|
99.99
|
%
|
|
Guimar Engenharia Ltda. a limited liability company of Brazil
|
45.00
|
%
|
|
JEG Acquisition Company Limited, a corporation of England and Wales
|
100.00
|
%
|
|
AWEML, a corporation of England and Wales
|
33.33
|
%
|
|
Jacobs, Zamel and Turbag Consulting Engineers Company, a professional services partnership of Saudi Arabia
|
75.00
|
%
|
|
Jacobs International Holdings Inc., a corporation of Delaware
|
100.00
|
%
|
|
Jacobs Hellas A.E. a corporation of Greece
|
100.00
|
%
|
|
Jacobs Puerto Rico Inc., a corporation of Puerto Rico
|
100.00
|
%
|
|
Jacobs Panama Inc., a corporation of Panama
|
100.00
|
%
|
|
Jacobs Pan-American Corporation, a corporation of Panama
|
100.00
|
%
|
|
Jacobs Holdings Singapore Pte. Limited., a corporation of Singapore
|
100.00
|
%
|
|
Jacobs Constructors Singapore Pte. Limited, a corporation of Singapore
|
100.00
|
%
|
|
Jacobs Engineering Singapore Pte. Limited, a corporation of Singapore
|
100.00
|
%
|
|
Consulting Engineering Services (India) Private Limited, a corporation of India
|
99.22
|
%
|
|
Consulting Engineering Services LLC, a limited liability company a Sultanate of Oman
|
65.00
|
%
|
|
Jacobs Projects (Shanghai) Co., Ltd., a corporation of the Peoples Republic of China
|
100.00
|
%
|
|
Suzhou Hans Chemical Engineering Co. Ltd. a corporation of the Peoples Republic of China
|
100.00
|
%
|
|
Jacobs Engineering (Suzhou) Co., Ltd, a corporation of the Peoples Republic of China
|
100.00
|
%
|
|
Jacobs Construction Engineering Design Consulting (Shanghai) Co., Ltd., a corporation of the Peoples Republic of China
|
100.00
|
%
|
|
Jacobs Engineering LLC, a limited liability company of Singapore
|
100.00
|
%
|
|
Jacobs Services SEA Pte Ltd, a corporation of Singapore
|
100.00
|
%
|
|
Jacobs Canada Inc., a corporation of Canada
|
100.00
|
%
|
|
Jacobs Architecture Canada Inc., a corporation of Canada
|
100.00
|
%
|
|
Jacobs Consultancy Canada Inc., a corporation of Canada
|
100.00
|
%
|
|
Jacobs Industrial Services Limited, a corporation of Canada
|
100.00
|
%
|
|
Jacobs DCSA Saudi Arabia Limited, a limited corporation of Saudi Arabia
|
60.00
|
%
|
|
JFSL Field Services Ltd., a corporation of Canada
|
100.00
|
%
|
|
JFSL Construction Services Inc., a corporation of Canada
|
100.00
|
%
|
|
JFSL Fabrication Services Inc., a corporation of Canada
|
100.00
|
%
|
|
Milestone Construction Inc. a limited corporation of Canada
|
100.00
|
%
|
|
Delta Hudson Ltd, a limited corporation of Cyprus
|
100.00
|
%
|
|
Catalytic Maintenance Ltd, a limited corporation of Cyprus
|
100.00
|
%
|
|
Jacobs Advisers Inc., a corporation of California
|
100.00% (4)*
|
|
|
Jacobs Civil Consultants Inc., a corporation of New York
|
100.00
|
%
|
|
JE Professional Resources Inc., a corporation of California
|
100.00
|
%
|
|
Jacobs Technology Inc., a corporation of Tennessee
|
100.00
|
%
|
|
Innovative Test Asset Solutions LLC, a limited liability company of Tennessee
|
100.00
|
%
|
|
Federal Network Systems LLC, a limited liability company of Delaware
|
100.00
|
%
|
|
Jacobs Australia Pty limited, a corporation of Australia
|
100.00
|
%
|
|
Unique World Group Pty Limited, a corporation of Australia
|
100.00
|
%
|
|
XUWH Pty Limited, a corporation of Australia
|
100.00
|
%
|
|
Unique World Pty Limited, a corporation of Australia
|
100.00
|
%
|
|
XUC Pty Limited, a corporation of Australia
|
100.00
|
%
|
|
CAC Management, LLC, a limited liability company of New Jersey
|
100.00
|
%
|
|
DM Petroleum Operations Company, a corporation of Louisiana
|
80.00
|
%
|
|
RL Phillips, Inc. a corporation of Delaware
|
100.00
|
%
|
|
Sytel, Inc. a corporation of Maryland
|
100.00
|
%
|
|
Automotive Testing Operations, LLC, a limited liability company of Delaware
|
100.00
|
%
|
|
Value Engineering and Management, Inc., a corporation of New Jersey
|
100.00
|
%
|
|
Jacobs Industrial Services Inc., a corporation of Delaware
|
100.00
|
%
|
|
CRSS International Inc., a corporation of South Carolina
|
100.00
|
%
|
|
Jacobs Engineering New York Inc., a corporation of New York
|
100.00
|
%
|
|
Jacobs Telecommunications Inc., a corporation of New Jersey
|
100.00
|
%
|
|
Edwards and Kelcey Caribe Inc., a corporation of Puerto Rico
|
100.00
|
%
|
|
Jacobs Consultants, Inc., a corporation of Delaware
|
100.00
|
%
|
|
Edwards and Kelcey Architectural and Design Services, a corporation of New Jersey
|
100.00
|
%
|
|
Edwards and Kelcey Design Services Inc., an corporation of Illinois
|
100.00
|
%
|
|
JE Architects/Engineers, P.C., a professional corporation New York
|
100.00
|
%
|
|
EK Design Services Ohio, a corporation of Ohio
|
100.00
|
%
|
|
EK Design Services, Inc., a corporation of Florida
|
100.00
|
%
|
|
Iffland Kavanagh Waterbury, P.L.L.C., a limited liability company of New York
|
100.00
|
%
|
|
Edwards and Kelcey Partners LLP, a corporation of New Jersey
|
99.00
|
%
|
|
Edwards and Kelcey Puerto Rico LLP a corporation of New Jersey
|
94.00
|
%
|
|
Jacobs Project Management Co., a corporation Delaware
|
100.00
|
%
|
|
Sverdrup of Canada ULC a corporation of Canada
|
100.00
|
%
|
|
VEI Inc., a corporation of Texas
|
100.00
|
%
|
|
Traffic Services, Inc., a corporation of New Jersey
|
100.00
|
%
|
|
Sverdrup Hydro Projects, Inc., a corporation of Missouri
|
100.00
|
%
|
|
JEG Architecture Nevada, Inc., a corporation of Nevada
|
100.00
|
%
|
|
JE Associates, Inc., a corporation of Missouri
|
100.00
|
%
|
|
Jacobs Architects/Engineers, Inc., a corporation of Delaware
|
100.00
|
%
|
|
Jacobs Engineering Company, a corporation of California
|
100.00
|
%
|
|
Bechtel Jacobs Company LLC, a limited liability company of Delaware
|
40.00
|
%
|
|
LeighFisher Inc., a corporation of Delaware
|
100.00
|
%
|
|
LeighFisher Canada Inc., a corporation of Canada
|
100.00
|
%
|
|
LeighFisher Ecuador S.A., an corporation of Ecuador
|
100.00
|
%
|
|
LeighFisher Holdings Ltd. a corporation of England and Wales
|
100.00
|
%
|
|
LeighFisher Ltd., a corporation of England and Wales
|
100.00
|
%
|
|
LeighFisher Switzerland Gmbh, a corporation of Switzerland
|
100.00
|
%
|
|
LeighFisher India Private. Ltd., a corporation of India
|
100.00
|
%
|
|
KlingStubbins Inc., a corporation of Delaware
|
100.00% (5)*
|
|
|
TSA of Massachusetts LLP a corporation of Massachusetts
|
100.00
|
%
|
|
LeighFisher B.V., a corporation of the Netherlands
|
100.00
|
%
|
|
Sverdrup Asia Limited, a corporation of India
|
100.00
|
%
|
|
Jacobs Engineering Malaysia Sdn Bhd, a corporation of Malaysia
|
100.00
|
%
|
|
Jacobs Engineering de México, S.A. de C.V., a corporation of Mexico
|
100.00
|
%
|
|
Jacobs Engineering and Construction (Thailand) Limited, a corporation of Thailand
|
99.98
|
%
|
|
Sverdrup Jacobs Services, Inc., a corporation of California
|
100.00
|
%
|
|
(1)
|
*Ownership is divided between Jacobs Norway AS (25.1%), Sinclair Knight Merz (Europe) Ltd. (74.7%) and Jacobs Nederland B.V. (0.2%)
|
(2)
|
*Ownership divided between Sinclair Knight Merz (Europe) Ltd. (50%) and Sinclair Knight Merz (NZ) Holdings Ltd (50%)
|
(3)
|
*Ownership is divided between Jacobs Engineering Inc. and Jacobs U.K. Limited
|
(4)
|
*Ownership is divided between Jacobs Engineering Inc. and Jacobs Canada Inc.
|
(5)
|
*An affiliated company
|
(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/ Steven J. Demetriou
|
Steven J. Demetriou
|
Chief Executive Officer
|
|
November 23, 2015
|
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/ Kevin C. Berryman
|
Kevin C. Berryman
|
Chief Financial Officer
|
|
November 23, 2015
|
|
/S/ Steven J. Demetriou
|
Steven J. Demetriou
|
Chief Executive Officer
|
|
November 23, 2015
|
|
/S/ Kevin C. Berryman
|
Kevin C. Berryman
|
Chief Financial Officer
|
|
November 23, 2015
|
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
|
|
|
|
|
|
—
|
|
No
|
No
|
|
|
5
|
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
|
|
|
|
Mine ID: 02-00150 Contractor ID: 1PL
|
|
|
|
|
|
—
|
|
No
|
No
|
|
|
|
Mine ID: 26-01962 Contractor ID: 1PL
|
|
|
|
|
|
—
|
|
No
|
No
|
|
|
|
Mine ID: 29-00708 Contractor ID: 1PL
|
|
|
|
|
|
—
|
|
No
|
No
|
|
|
2
|
Mine ID: 29-00762 Contractor ID: 1PL
|
|
|
|
|
|
—
|
|
No
|
No
|
|
|
|
Mine ID: 26-02755 Contractor ID: 1PL
|
|
|
|
|
|
—
|
|
No
|
No
|
|
|
9
|
Mine ID: 04-00743 Contractor ID: Y713
|
|
|
|
|
|
|
|
No
|
No
|
|
|
|
Totals
|
—
|
—
|
—
|
—
|
—
|
$—
|
|
No
|
No
|
—
|
—
|
16
|
1.
|
Jacobs received
zero
MSHA citations during FY 4Q 2015.
|
2.
|
Jacobs is contesting all pending citations.
|