Delaware
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95-4081636
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State of incorporation
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IRS Employer
identification number
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1999 Bryan Street, Suite 1200
Dallas, Texas 75201
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(214) 583-8500
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Address of principal executive offices
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Telephone number (including area code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $1 par value
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Item
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Page No.
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Item 1.
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Page
4
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Item 1A.
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Page
13
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Item 1B.
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Page
31
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Item 2.
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Page
31
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Item 3.
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Page
31
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Item 4.
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Page
31
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Item 5.
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Page
32
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Item 6.
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Page
33
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Item 7.
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Page
34
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Item 7A.
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Page
52
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Item 8.
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Page
52
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Item 9.
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Page
53
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Item 9A.
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Page
53
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Item 9B.
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Page
54
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Item 10.
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Page
55
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Item 11.
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Page
55
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Item 12.
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Page
55
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Item 13.
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Page
56
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Item 14.
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Page
56
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Item 15.
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Page
57
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Page
62
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Item 1.
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BUSINESS
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•
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Water;
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•
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Environmental;
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•
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Transportation;
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Programs for various national governments, including aerospace, defense and nuclear programs;
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•
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Buildings and advanced facilities (including specialized building 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);
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Infrastructure and telecommunications;
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Food and consumer products;
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Technology and manufacturing;
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Power;
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Pulp and paper;
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Oil and gas exploration, production and refining; and
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•
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Chemicals and polymers, among others.
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•
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Build a High Performance Culture - Reinforce a culture of accountability, inspirational leadership and innovation that will drive long-term outperformance;
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•
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Transform the Core - Fundamentally change the way we operate to improve project delivery, sales effectiveness and business excellence; and
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•
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Grow Profitably - Execute a balanced strategy focused on organic growth, mergers and acquisitions and active portfolio management to drive profitable growth in the most attractive sectors and geographies.
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Consulting;
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System enhancements;
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Pre-design phases of large projects, which include master planning, project permitting and project finance options;
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Design phase; and
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•
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Construction, post-start-up and commissioning phases of a facility, including operations and maintenance services.
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•
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On December 15, 2017, we acquired CH2M HILL Companies, Ltd (CH2M) headquartered in Denver, Colorado. CH2M provides international engineering, construction and technical services.
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•
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On August 31, 2017, we acquired Blue Canopy, LLC headquartered in Reston, Virginia. Blue Canopy provides data analytics, cybersecurity and application development.
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•
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On January 27, 2017, we acquired Aquenta Consulting Pty Ltd. (“Aquenta”) headquartered in Sydney, Australia. Aquenta provides integrated project services.
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•
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On April 12, 2016, we acquired The Van Dyke Technology Group, Inc. (“Van Dyke”) headquartered in Columbia, Maryland. Van Dyke provides advanced cybersecurity services and solutions designed to protect sensitive information within classified networks, with a focus on supporting the U.S. Intelligence Community.
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•
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On December 7, 2015, we acquired J.L. Patterson & Associates (“JLP”) headquartered in Orange, California. JLP is a consulting and professional services engineering firm specializing in rail planning, environmental permitting, design and construction management. It provides services to numerous public transit agencies and is a major provider of professional consulting services to Class 1 railroads across the U.S.
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2018
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2017
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2016
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2015
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2014
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23%
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19%
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21%
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22%
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18%
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2018
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2017
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2016
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2015
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2014
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Cost-reimbursable
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76%
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81%
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82%
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83%
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83%
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Fixed-price
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24%
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19%
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18%
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17%
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17%
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2018
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2017
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2016
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2015
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2014
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||||||||||
$
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3,058.6
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$
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2,539.3
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$
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2,489.9
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$
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2,602.6
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$
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2,954.9
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Name
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Age
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Position with the Company
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Year Joined the Company
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Steven J. Demetriou
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60
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Chairman and Chief Executive Officer
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2015
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Kevin C. Berryman
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59
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Executive Vice President and Chief Financial Officer
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2014
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Terence D. Hagen
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54
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Chief Operating Officer
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1987
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Robert V. Pragada
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50
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Chief Operating Officer
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2016
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Vinayak R. Pai
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52
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President, Energy, Chemicals and Resources
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2013
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Joanne Caruso
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58
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Chief Legal and Administration Officer
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2012
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William B. Allen, Jr.
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54
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Senior Vice President and Chief Accounting Officer
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2016
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Michael R. Tyler
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62
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Senior Vice President, General Counsel and Chief Compliance Officer
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2013
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Item 1A.
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RISK FACTORS
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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;
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Difficulties in staffing and managing foreign operations, including logistical and communication challenges;
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Unexpected changes in foreign government policies and regulatory requirements;
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Potential non-compliance with a wide variety of laws and regulations, including anti-corruption, export control and anti-boycott laws and similar non-U.S. laws and regulations;
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Potential non-compliance with regulations and evolving industry standards regarding consumer protection and data use and security, including the General Data Protection Regulation approved by the European Union;
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Lack of developed legal systems to enforce contractual rights;
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Expropriation and nationalization of our assets in a foreign country;
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Renegotiation or nullification of our existing contracts;
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The adoption of new, and the expansion of existing, trade or other restrictions;
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Embargoes, duties, tariffs or other trade restrictions, including sanctions;
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Changes in labor conditions;
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Acts of war, civil unrest, force majeure, and terrorism;
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The ability to finance efficiently our foreign operations;
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Social, political, and economic instability;
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Expropriation of property;
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Changes to tax policy;
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Currency exchange rate fluctuations;
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Limitations on the ability to repatriate foreign earnings; and
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U.S. government policy changes in relation to the foreign countries in which we operate.
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Assumption of liabilities of an acquired business, including liabilities that were unknown at the time the acquisition was negotiated;
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Failure of the acquired business to comply with U.S. federal, state, local and foreign laws and regulations and/or contractual requirements with government clients;
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Valuation methodologies may not accurately capture the value of the acquired business;
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Failure to realize anticipated benefits, such as cost savings, synergies, business opportunities and growth opportunities;
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The loss of key customers or suppliers, including as a result of any actual or perceived conflicts of interest;
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Difficulties or delays in obtaining regulatory approvals, licenses and permits;
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Difficulties relating to combining previously separate entities into a single, integrated, and efficient business;
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The effects of diverting management’s attention from day-to-day operations to matters involving the integration of acquired companies;
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Potentially substantial transaction costs associated with business combinations;
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Potential impairment resulting from the overpayment for an acquisition or post-acquisition deterioration in an acquired business;
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Difficulties relating to assimilating the management, personnel, benefits, services, and systems of an acquired business and to assimilating marketing and other operational capabilities;
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•
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Difficulties retaining key personnel of an acquired business;
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Increased burdens on our staff and on our administrative, internal control and operating systems, which may hinder our legal and regulatory compliance activities;
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•
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Difficulties in applying and integrating our system of internal controls to an acquired business;
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Increased financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial reporting and internal controls;
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•
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The potential requirement for additional equity or debt financing, which may not be available, or if available, may not have favorable terms; and
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•
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The risks discussed in this Item 1A. Risk Factors that may relate to the activities of the acquired business prior to the acquisition.
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•
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Legal proceedings, disputes and/or government investigations;
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•
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Fluctuations in the spending patterns of our government and commercial customers;
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•
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The number and significance of projects executed during a quarter;
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Unanticipated changes in contract performance, particularly with contracts that have funding limits;
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The timing of resolving change orders, requests for equitable adjustments, and other contract adjustments;
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•
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Delays incurred in connection with a project;
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•
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Changes in prices of commodities or other supplies;
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•
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Changes in foreign currency exchange rates;
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•
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Weather conditions that delay work at project sites;
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•
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The timing of expenses incurred in connection with acquisitions or other corporate initiatives;
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•
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The decision by the Board of Directors to begin or cease paying a dividend, and the expectation that if the Company pays dividends, it would declare dividends at the same or higher levels in the future;
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•
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Natural disasters or other crises;
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•
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Staff levels and utilization rates;
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•
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Changes in prices of services offered by our competitors; and
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•
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General economic and political conditions.
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•
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Recognition of contract revenue, costs, profit or losses in applying the principles of percentage of completion accounting;
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•
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Estimated amounts for expected project losses, warranty costs, contract close-out or other costs;
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•
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Recognition of recoveries under contract change orders or claims;
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•
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Collectability of billed and unbilled accounts receivable and the need and amount of any allowance for doubtful accounts;
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•
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Estimates of other liabilities, including litigation and insurance revenues/reserves and reserves necessary for self-insured risks;
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•
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Accruals for estimated liabilities, including litigation reserves;
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•
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Valuation of assets acquired, and liabilities, goodwill, and intangible assets assumed, in acquisitions;
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•
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Valuation of stock-based compensation;
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•
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The determination of liabilities under pension and other post-retirement benefit programs; and
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•
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Income tax provisions and related valuation allowances.
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•
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Only our Board of Directors can fill vacancies on the board;
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•
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There are various restrictions on the ability of a shareholder to nominate a director for election; and
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•
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Our Board of Directors can authorize the issuance of preferred shares.
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Item 1B.
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UNRESOLVED STAFF COMMENTS
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Item 2.
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PROPERTIES
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Item 3.
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LEGAL PROCEEDINGS
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Item 4.
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MINE SAFETY DISCLOSURE
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Item 5.
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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|
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Low Sales
Price |
|
High Sales
Price |
||||
Fiscal 2018:
|
|
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First quarter
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|
$
|
57.21
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$
|
69.35
|
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Second quarter
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$
|
55.42
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$
|
72.18
|
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Third quarter
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|
$
|
55.21
|
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$
|
66.72
|
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Fourth quarter
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|
$
|
62.79
|
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$
|
77.91
|
|
Fiscal 2017:
|
|
|
|
|
|
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||
First quarter
|
|
$
|
49.16
|
|
|
$
|
63.42
|
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Second quarter
|
|
$
|
52.39
|
|
|
$
|
62.20
|
|
Third quarter
|
|
$
|
50.53
|
|
|
$
|
55.97
|
|
Fourth quarter
|
|
$
|
49.31
|
|
|
$
|
58.51
|
|
|
Average Price Per Share
(1)
|
|
Shares Repurchased
|
|
Total Shares Retired
|
$500,000,000
|
$60.77
|
|
49,074
|
|
49,074
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||
Jacobs Engineering Group Inc.
|
100.00
|
|
|
83.91
|
|
|
64.33
|
|
|
88.90
|
|
|
100.99
|
|
|
134.11
|
|
S&P 500
|
100.00
|
|
|
119.73
|
|
|
119.00
|
|
|
137.36
|
|
|
162.92
|
|
|
192.10
|
|
Dow Jones US Heavy Construction
|
100.00
|
|
|
95.45
|
|
|
70.89
|
|
|
80.42
|
|
|
86.92
|
|
|
93.30
|
|
Item 6.
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SELECTED FINANCIAL DATA
|
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2018 (a)
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2017 (b)
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2016 (c)
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2015 (d)
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2014 (e)
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||||||||||
Results of Operations:
|
|
|
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|
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|||||
Revenues
|
$
|
14,984,646
|
|
|
$
|
10,022,788
|
|
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$
|
10,964,157
|
|
|
$
|
12,114,832
|
|
|
$
|
12,695,157
|
|
Net earnings attributable to Jacobs
|
$
|
163,431
|
|
|
$
|
293,727
|
|
|
$
|
210,463
|
|
|
$
|
302,971
|
|
|
$
|
328,108
|
|
Financial Position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current ratio
|
1.45 to 1
|
|
|
1.56 to 1
|
|
|
1.61 to 1
|
|
|
1.58 to 1
|
|
|
1.58 to 1
|
|
|||||
Working capital
|
$
|
1,410,891
|
|
|
$
|
1,069,953
|
|
|
$
|
1,081,784
|
|
|
$
|
1,141,512
|
|
|
$
|
1,372,332
|
|
Current assets
|
$
|
4,556,584
|
|
|
$
|
2,996,180
|
|
|
$
|
2,864,470
|
|
|
$
|
3,122,678
|
|
|
$
|
3,722,178
|
|
Total assets
|
$
|
12,645,795
|
|
|
$
|
7,380,859
|
|
|
$
|
7,360,022
|
|
|
$
|
7,785,926
|
|
|
$
|
8,453,659
|
|
Cash
|
$
|
793,358
|
|
|
$
|
774,151
|
|
|
$
|
655,716
|
|
|
$
|
460,859
|
|
|
$
|
732,647
|
|
Long-term debt
|
$
|
2,146,877
|
|
|
$
|
235,000
|
|
|
$
|
385,330
|
|
|
$
|
584,434
|
|
|
$
|
764,075
|
|
Total Jacobs stockholders’ equity
|
$
|
5,854,345
|
|
|
$
|
4,428,352
|
|
|
$
|
4,265,276
|
|
|
$
|
4,291,745
|
|
|
$
|
4,469,255
|
|
Return on average equity
|
3.18
|
%
|
|
6.76
|
%
|
|
4.92
|
%
|
|
6.92
|
%
|
|
7.56
|
%
|
|||||
Backlog:
|
$
|
27,298,614
|
|
|
$
|
19,788,613
|
|
|
$
|
18,760,529
|
|
|
$
|
18,806,570
|
|
|
$
|
18,380,034
|
|
Per Share Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic earnings per share
|
$
|
1.18
|
|
|
$
|
2.43
|
|
|
$
|
1.75
|
|
|
$
|
2.42
|
|
|
$
|
2.51
|
|
Diluted earnings per share
|
$
|
1.17
|
|
|
$
|
2.42
|
|
|
$
|
1.73
|
|
|
$
|
2.40
|
|
|
$
|
2.48
|
|
Stockholders’ equity
|
$
|
42.21
|
|
|
$
|
36.78
|
|
|
$
|
35.26
|
|
|
$
|
34.85
|
|
|
$
|
33.92
|
|
Average Number of Shares of Common Stock and Common Stock Equivalents Outstanding (Diluted)
|
138,712
|
|
|
120,147
|
|
|
121,483
|
|
|
126,110
|
|
|
132,371
|
|
|||||
Common Shares Outstanding At Year End
|
142,218
|
|
|
120,386
|
|
|
120,951
|
|
|
123,153
|
|
|
131,753
|
|
|||||
Cash Dividends Declared Per Common Share
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
Includes costs of $
140.1 million
, or $
1.01
per diluted share, related to the Company's restructuring and other initiatives during fiscal
2018
, which includes
$21.0 million
in loss related to the sale of the Company's investment in Guimar Engenharia Ltda. Also included in fiscal
2018
are after-tax charges of
$60.7 million
, or
$0.44
per diluted share, in professional fees and related costs associated with the CH2M acquisition and pending ECR sale and
$259.2 million
, or
$1.86
per diluted share, in benefits related to tax reform.
|
(b)
|
Includes costs of $
87.9
million, or $
0.73
per diluted share, related to the Company's restructuring and other initiatives during fiscal
2017
. Also included in the fourth quarter of fiscal
2017
are after-tax charges of $
10.6
million, or $
0.09
per diluted share, respectively, in professional fees and related costs associated with the CH2M acquisition.
|
(c)
|
Includes costs of $
135.6
million, or $
1.12
per diluted share, related to the Company's restructuring initiatives during fiscal
2016
. Also included in the fourth quarter of fiscal
2016
are (i) a loss on sale of our French subsidiary of $
17.1
million or $
0.14
per diluted share; and (ii) a non-cash write-off on an equity investment of $
10.4
million or $
0.09
per diluted share.
|
(d)
|
Includes costs of $
107.9
million, or $
0.86
per diluted share, related to the Company's restructuring initiatives during fiscal
2015
.
|
(e)
|
Includes costs of $
109.2
million, or $
0.82
per diluted share, related to the Company's restructuring initiatives during fiscal 2014.
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Consolidated if the Company is the primary beneficiary of a VIE, or holds the majority of voting interests of a non-VIE (and no significant participative rights are available to the other partners).
|
•
|
Unconsolidated if the Company is not the primary beneficiary of a VIE, or does not hold the majority of voting interest of a non-VIE.
|
Balance at September 29, 2017
|
$
|
142,767
|
|
CH2M Acquisition Assumed Liabilities
|
31,576
|
|
|
CH2M Charges
|
190,806
|
|
|
Payments & Usage
|
(189,673
|
)
|
|
Balance at September 28, 2018
|
$
|
175,476
|
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Lease Abandonments
|
$
|
53,914
|
|
|
$
|
55,647
|
|
|
$
|
92,643
|
|
Involuntary Terminations
|
37,063
|
|
|
43,667
|
|
|
85,599
|
|
|||
Outside Services
|
36,308
|
|
|
4,236
|
|
|
7,398
|
|
|||
Other (1)
|
63,521
|
|
|
31,888
|
|
|
2,267
|
|
|||
Total
|
$
|
190,806
|
|
|
$
|
135,438
|
|
|
$
|
187,907
|
|
Lease Abandonments
|
$
|
292,773
|
|
Involuntary Terminations
|
221,642
|
|
|
Outside Services
|
60,677
|
|
|
Other
|
96,252
|
|
|
Total
|
$
|
671,344
|
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Revenues
|
$
|
14,984,646
|
|
|
$
|
10,022,788
|
|
|
$
|
10,964,157
|
|
Direct cost of contracts
|
(12,156,276
|
)
|
|
(8,250,536
|
)
|
|
(9,196,326
|
)
|
|||
Gross profit
|
2,828,370
|
|
|
1,772,252
|
|
|
1,767,831
|
|
|||
Selling, general and administrative expenses
|
(2,180,399
|
)
|
|
(1,379,983
|
)
|
|
(1,429,233
|
)
|
|||
Operating Profit
|
647,971
|
|
|
392,269
|
|
|
338,598
|
|
|||
Other Income (Expense):
|
|
|
|
|
|
||||||
Interest income
|
8,984
|
|
|
8,748
|
|
|
7,848
|
|
|||
Interest expense
|
(76,760
|
)
|
|
(12,035
|
)
|
|
(15,260
|
)
|
|||
Gain (Loss) on disposal of business and investments
|
(20,967
|
)
|
|
10,880
|
|
|
(41,410
|
)
|
|||
Miscellaneous income (expense), net
|
(4,523
|
)
|
|
(6,645
|
)
|
|
(3,053
|
)
|
|||
Total other (expense) income, net
|
(93,266
|
)
|
|
948
|
|
|
(51,875
|
)
|
|||
Earnings Before Taxes
|
554,705
|
|
|
393,217
|
|
|
286,723
|
|
|||
Income Tax Expense
|
(381,563
|
)
|
|
(105,842
|
)
|
|
(72,208
|
)
|
|||
Net Earnings of the Group
|
173,142
|
|
|
287,375
|
|
|
214,515
|
|
|||
Net (Earnings) Loss Attributable to Noncontrolling Interests
|
(9,711
|
)
|
|
6,352
|
|
|
(4,052
|
)
|
|||
Net Earnings Attributable to Jacobs
|
$
|
163,431
|
|
|
$
|
293,727
|
|
|
$
|
210,463
|
|
Net Earnings Per Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.18
|
|
|
$
|
2.43
|
|
|
$
|
1.75
|
|
Diluted
|
$
|
1.17
|
|
|
$
|
2.42
|
|
|
$
|
1.73
|
|
|
For the Years Ended
|
||||||||||||
|
September 28, 2018
|
|
%
|
|
September 29, 2017
|
|
%
|
||||||
Statutory amount
|
$
|
136,458
|
|
|
24.6
|
%
|
|
$
|
137,626
|
|
|
35.0
|
%
|
State taxes, net of the federal benefit
|
7,587
|
|
|
1.4
|
%
|
|
8,955
|
|
|
2.3
|
%
|
||
Exclusion of tax on non-controlling interests
|
(2,389)
|
|
|
(0.4
|
)%
|
|
2,223
|
|
|
0.6
|
%
|
||
Foreign:
|
|
|
|
|
|
|
|
|
|
|
|
||
Difference in tax rates of foreign operations
|
9,860
|
|
|
1.8
|
%
|
|
(16,987
|
)
|
|
(4.3
|
)%
|
||
Benefit from valuation allowance
release |
(5,105)
|
|
|
(0.9
|
)%
|
|
(3,085
|
)
|
|
(0.8
|
)%
|
||
U.K. tax rate change on deferred tax assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Nontaxable income from foreign affiliate
|
—
|
|
|
—
|
|
|
(3,280
|
)
|
|
(0.8
|
)%
|
||
U.S. tax cost of foreign operations
|
6,577
|
|
|
1.2
|
%
|
|
18,612
|
|
|
4.7
|
%
|
||
Tax differential on foreign earnings
|
11,332
|
|
|
2.0
|
%
|
|
(4,740
|
)
|
|
(1.2
|
)%
|
||
Foreign tax credits
|
(21,729)
|
|
|
(3.9
|
)%
|
|
(20,454
|
)
|
|
(5.2
|
)%
|
||
Tax Reform
|
154,150
|
|
27.8
|
%
|
|
—
|
|
|
—
|
|
|||
Valuation Allowance
|
104,221
|
|
|
18.8
|
%
|
|
—
|
|
|
—
|
|
||
Uncertain tax positions
|
(1,297)
|
|
|
(0.2
|
)%
|
|
(5,779
|
)
|
|
(1.5
|
)%
|
||
Other items:
|
|
|
|
|
|
|
|
|
|
|
|
||
IRS §179D deduction
|
(4,520)
|
|
|
(0.8
|
)%
|
|
(3,351
|
)
|
|
(0.8
|
)%
|
||
IRS §199D deduction
|
—
|
|
|
—
|
|
|
(2,113
|
)
|
|
(0.5
|
)%
|
||
Foreign partnership loss
|
(3,990)
|
|
|
(0.7
|
)%
|
|
(9,861
|
)
|
|
(2.5
|
)%
|
||
Other items - net
|
1,740
|
|
|
0.3
|
%
|
|
3,336
|
|
|
0.7
|
%
|
||
Total other items
|
(6,770)
|
|
(1.2
|
)%
|
|
(11,989
|
)
|
|
(3.1
|
)%
|
|||
Taxes on income
|
$
|
381,563
|
|
|
68.8
|
%
|
|
$
|
105,842
|
|
|
26.9
|
%
|
|
For the Years Ended
|
||||||||||||
|
September 29, 2017
|
|
%
|
|
September 30, 2016
|
|
%
|
||||||
Statutory amount
|
$
|
137,626
|
|
|
35
|
%
|
|
$
|
100,353
|
|
|
35.0
|
%
|
State taxes, net of the federal benefit
|
8,955
|
|
|
2.3
|
%
|
|
7,853
|
|
|
2.7
|
%
|
||
Exclusion of tax on non-controlling interests
|
2,223
|
|
|
0.6
|
%
|
|
(1,418
|
)
|
|
(0.5
|
)%
|
||
Foreign:
|
|
|
|
|
|
|
|
|
|
|
|
||
Difference in tax rates of foreign operations
|
(16,987
|
)
|
|
(4.3
|
)%
|
|
(17,184
|
)
|
|
(6.0
|
)%
|
||
Benefit from foreign valuation allowance release
|
(3,085
|
)
|
|
(0.8
|
)%
|
|
(11,182
|
)
|
|
(3.9
|
)%
|
||
U.K. tax rate change on deferred tax assets
|
—
|
|
|
—
|
%
|
|
8,853
|
|
|
3.1
|
%
|
||
Nontaxable income from foreign affiliate
|
(3,280
|
)
|
|
(0.8
|
)%
|
|
—
|
|
|
—
|
%
|
||
U.S. tax cost of foreign operations
|
18,612
|
|
|
4.7
|
%
|
|
30,850
|
|
|
10.9
|
%
|
||
Tax differential on foreign earnings
|
(4,740
|
)
|
|
(1.2
|
)%
|
|
11,337
|
|
|
4.1
|
%
|
||
Foreign tax credits
|
(20,454
|
)
|
|
(5.2
|
)%
|
|
(44,018
|
)
|
|
(15.4
|
)%
|
||
Uncertain tax positions
|
(5,779
|
)
|
|
(1.5
|
)%
|
|
1,449
|
|
|
0.5
|
%
|
||
Other items:
|
|
|
|
|
|
|
|
|
|
|
|
||
IRS §179D deduction
|
(3,351
|
)
|
|
(0.8
|
)%
|
|
(2,153
|
)
|
|
(0.8
|
)%
|
||
IRS §199D deduction
|
(2,113
|
)
|
|
(0.5
|
)%
|
|
(2,800
|
)
|
|
(1.0
|
)%
|
||
Foreign partnership loss
|
(9,861
|
)
|
|
(2.5
|
)%
|
|
(2,658
|
)
|
|
(0.9
|
)%
|
||
Other items - net
|
3,336
|
|
|
0.7
|
%
|
|
4,263
|
|
|
1.5
|
%
|
||
Total other items
|
(11,989
|
)
|
|
(3.1
|
)%
|
|
(3,348
|
)
|
|
(1.2
|
)%
|
||
Taxes on income
|
$
|
105,842
|
|
|
26.9
|
%
|
|
$
|
72,208
|
|
|
25.2
|
%
|
|
For the Years Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Revenues from External Customers:
|
|
|
|
|
|
||||||
Aerospace, Technology, Environmental and Nuclear
|
$
|
4,372,008
|
|
|
$
|
2,464,363
|
|
|
$
|
2,845,913
|
|
Buildings, Infrastructure and Advanced Facilities
|
6,184,883
|
|
|
3,830,697
|
|
|
3,419,505
|
|
|||
Energy, Chemicals and Resources
|
4,427,755
|
|
|
3,727,728
|
|
|
4,698,739
|
|
|||
Total
|
$
|
14,984,646
|
|
|
$
|
10,022,788
|
|
|
$
|
10,964,157
|
|
|
For the Years Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Segment Operating Profit:
|
|
|
|
|
|
||||||
Aerospace, Technology, Environmental and Nuclear
(1)
|
$
|
311,871
|
|
|
$
|
200,179
|
|
|
$
|
215,119
|
|
Buildings, Infrastructure and Advanced Facilities
(2)
|
482,277
|
|
|
263,679
|
|
|
217,412
|
|
|||
Energy, Chemicals and Resources
|
218,109
|
|
|
161,312
|
|
|
153,797
|
|
|||
Total Segment Operating Profit
|
1,012,257
|
|
|
625,170
|
|
|
586,328
|
|
|||
Other Corporate Expenses
|
(113,702
|
)
|
|
(81,595
|
)
|
|
(60,100
|
)
|
|||
Restructuring and Other Charges
|
(170,148
|
)
|
|
(134,206
|
)
|
|
(187,630
|
)
|
|||
Transaction Costs
|
(80,436
|
)
|
|
(17,100
|
)
|
|
—
|
|
|||
Total U.S. GAAP Operating Profit
|
647,971
|
|
|
392,269
|
|
|
338,598
|
|
|||
Gain (Loss) on disposal of business and investments
|
(20,967
|
)
|
|
10,880
|
|
|
(41,410
|
)
|
|||
Total Other (Expense) Income, net
(3)
|
(72,299
|
)
|
|
(9,932
|
)
|
|
(10,465
|
)
|
|||
Earnings Before Taxes
|
$
|
554,705
|
|
|
$
|
393,217
|
|
|
$
|
286,723
|
|
(1)
|
Includes
$15.0 million
in charges during the year ended
September 28, 2018
associated with a legal matter.
|
(2)
|
Excludes
$23.8
in restructuring and other charges for the year ended
September 29, 2017
. See Note 8,
Restructuring and Other Charges
.
|
(3)
|
Includes amortization of deferred financing fees related to the CH2M acquisition of
$1.8 million
for the year ended
September 28, 2018
. Also, includes
$1.2 million
and $277 thousand of restructuring and other charges for the years ended
September 29, 2017
and
September 30, 2016
, respectively.
|
|
For the Years Ended
|
||||||
|
September 28, 2018
|
|
September 29, 2017
|
||||
Personnel costs
|
$
|
50.2
|
|
|
$
|
2.2
|
|
Professional services and other expenses
|
27.5
|
|
|
14.9
|
|
||
Total
|
$
|
77.7
|
|
|
$
|
17.1
|
|
|
For the Years Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Revenue
|
$
|
4,372,008
|
|
|
$
|
2,464,363
|
|
|
$
|
2,845,913
|
|
Operating Profit
|
$
|
311,871
|
|
|
$
|
200,179
|
|
|
$
|
215,119
|
|
|
For the Years Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Revenue
|
$
|
6,184,883
|
|
|
$
|
3,830,697
|
|
|
$
|
3,419,505
|
|
Operating Profit
|
$
|
482,277
|
|
|
$
|
263,679
|
|
|
$
|
217,412
|
|
|
For the Years Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 28, 2018
|
||||||
Revenue
|
$
|
4,427,755
|
|
|
$
|
3,727,728
|
|
|
$
|
4,698,739
|
|
Operating Profit
|
$
|
218,109
|
|
|
$
|
161,312
|
|
|
$
|
153,797
|
|
|
Payments Due by Fiscal Period
|
||||||||||||||||||
|
Total
|
|
1 Year or Less
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than 5 Years
|
||||||||||
Debt obligations
|
$
|
2,151,877
|
|
|
$
|
941
|
|
|
$
|
1,650,936
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
Operating leases
(1)
|
1,219,521
|
|
|
215,375
|
|
|
346,009
|
|
|
251,605
|
|
|
406,532
|
|
|||||
Obligations under defined benefit pension plans
(2)
|
359,074
|
|
|
34,150
|
|
|
71,404
|
|
|
75,753
|
|
|
177,767
|
|
|||||
Obligations under nonqualified deferred compensation plans
(3)
|
258,901
|
|
|
38,015
|
|
|
80,697
|
|
|
84,778
|
|
|
55,410
|
|
|||||
Purchase obligations
(4)
|
2,693,034
|
|
|
2,596,228
|
|
|
96,806
|
|
|
—
|
|
|
—
|
|
|||||
Interest
(5)
|
176,080
|
|
|
61,302
|
|
|
85,158
|
|
|
29,620
|
|
|
—
|
|
|||||
Total
|
$
|
6,858,487
|
|
|
$
|
2,946,011
|
|
|
$
|
2,331,010
|
|
|
$
|
441,756
|
|
|
$
|
1,139,709
|
|
(1)
|
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 14-
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.
|
(2)
|
Assumes that future contributions will be consistent with amounts projected to be contributed in fiscal
2018
, allowing for certain growth based on rates of inflation and salary increases, but limited to the amount recorded as of
September 28, 2018
. Actual contributions will depend on a variety of factors, including amounts required by local laws and regulations, and other funding requirements.
|
(3)
|
Assumes that future payments will be consistent with amounts paid in fiscal
2018
. Due to the non-qualified nature of the plans, and the fact that benefits are based in part on years of service, the payments included in the schedule were limited to the amount recorded as of
September 28, 2018
.
|
(4)
|
Represents those liabilities estimated to be under firm contractual commitments as of
September 28, 2018
; primarily accounts payable, accrued payroll and accrued dividends.
|
(5)
|
Determined based on borrowings outstanding at the end of fiscal
2018
using the interest rates in effect at that time and, for our outstanding long-term debt, concluding with the expiration date of the debt facilities, as defined below.
|
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)
|
1,766,759
|
|
|
$
|
45.53
|
|
|
5,631,371
|
|
Equity compensation plans not approved by shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
1,766,759
|
|
|
45.53
|
|
|
5,631,371
|
|
(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, as amended and restated (the “1989 ESPP”), and the Global Employee Stock Purchase Plan, as amended and restated (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
32.3
million shares of common stock to be issued through the 1989 ESPP and the GESPP. From the inception of the 1989 ESPP and the GESPP through
September 28, 2018
, a total of
28.0
million shares have been issued, leaving
4.3
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
September 28, 2018
and
September 29, 2017
and for each of the three years in the period ended
September 28, 2018
, 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 Exhibit Index below.
|
2.1
|
|
|
|
|
|
|
|
2.2
|
|
|
|
|
|
|
|
2.3
|
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|
3.1
|
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|
3.2
|
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|
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|
4.1
|
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4.2
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4.3
|
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|
10.1
|
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10.2
|
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10.3
|
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10.4
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10.5
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10.6
|
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10.7
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10.8
|
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10.9#
|
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10.10#
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10.11#
|
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10.12#
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10.13#
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10.14#
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10.15#
|
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10.16#
|
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10.17†#
|
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10.18#
|
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10.19#
|
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10.20#
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10.21#
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10.22#
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10.23#
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10.24#
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10.25#
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10.26#
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10.27#
|
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10.28#
|
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10.29#
|
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10.30#
|
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10.31#
|
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10.32#
|
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10.33#
|
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10.34#
|
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10.35#
|
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10.36#
|
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10.37#
|
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|
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|
10.38#
|
|
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|
|
|
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|
10.39#
|
|
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|
|
|
|
|
10.40#
|
|
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|
|
|
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10.41#
|
|
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10.42#
|
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10.43#
|
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|
10.44#
|
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|
10.45#
|
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|
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10.46#
|
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|
10.47#
|
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|
10.48#
|
|
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|
|
|
|
10.49#
|
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|
|
|
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|
10.50#
|
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|
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|
10.51#
|
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|
10.52#
|
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|
|
|
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|
10.53#
|
|
|
|
|
|
|
|
10.54#
|
|
|
|
|
|
|
|
10.55#
|
|
|
|
|
|
|
|
10.56#
|
|
|
|
|
|
|
|
10.57#
|
|
|
|
|
|
|
|
10.58#
|
|
|
|
|
|
|
|
10.59#
|
|
|
|
|
|
|
|
10.60#
|
|
|
|
|
|
|
|
10.61#
|
|
|
|
|
|
|
|
10.62#
|
|
|
|
|
|
|
|
10.63#
|
|
|
|
|
|
|
10.64#
|
|
|
|
|
|
|
|
10.65#
|
|
|
|
|
|
|
|
21†
|
|
|
|
|
|
|
|
23†
|
|
|
|
|
|
|
|
31.1†
|
|
|
|
|
|
|
|
31.2†
|
|
|
|
|
|
|
|
32.1†
|
|
|
|
|
|
|
|
32.2†
|
|
|
|
|
|
|
|
95†
|
|
|
|
|
|
|
|
101.INS†
|
|
|
XBRL Instance Document
|
|
|
|
|
101.SCH†
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101.CAL†
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
101.DEF†
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
101.LAB†
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
101.PRE†
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
†
|
Being filed herewith.
|
#
|
Management contract or compensatory plan or arrangement.
|
|
|
|
|
JACOBS ENGINEERING GROUP INC.
|
||
Dated:
|
|
November 21, 2018
|
|
By:
|
|
/S/ Steven J. Demetriou
|
|
|
|
|
|
|
Steven J. Demetriou
|
|
|
|
|
|
|
Chief Executive Officer and Chairman
(Principal Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
/S/ Steven J. Demetriou
|
|
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
|
|
November 21, 2018
|
Steven J. Demetriou
|
|
|
|
|
/S/ Joseph R. Bronson
|
|
Director
|
|
November 21, 2018
|
Joseph R. Bronson
|
|
|
|
|
/S/ Juan Jose Suarez Coppel
|
|
Director
|
|
November 21, 2018
|
Juan Jose Suarez Coppel
|
|
|
|
|
/S/ Robert C. Davidson, Jr.
|
|
Director
|
|
November 21, 2018
|
Robert C. Davidson, Jr.
|
|
|
|
|
/S/ Ralph E. Eberhart
|
|
Director
|
|
November 21, 2018
|
Ralph E. Eberhart
|
|
|
|
|
/S/ Dawne S. Hickton
|
|
Director
|
|
November 21, 2018
|
Dawne S. Hickton
|
|
|
|
|
/S/ Linda Fayne Levinson
|
|
Director
|
|
November 21, 2018
|
Linda Fayne Levinson
|
|
|
|
|
/S/ Robert A. McNamara
|
|
Director
|
|
November 21, 2018
|
Robert A. McNamara
|
|
|
|
|
/S/ Peter J. Robertson
|
|
Director
|
|
November 21, 2018
|
Peter J. Robertson
|
|
|
|
|
/S/ Christopher M.T. Thompson
|
|
Director
|
|
November 21, 2018
|
Christopher M.T. Thompson
|
|
|
|
|
/S/ Barry Williams
|
|
Director
|
|
November 21, 2018
|
Barry Williams
|
|
|
|
|
/S/ Kevin C. Berryman
|
|
Executive Vice President,
Chief Financial Officer
(Principal Financial Officer)
|
|
November 21, 2018
|
Kevin C. Berryman
|
|
|
|
|
/S/ William B. Allen
|
|
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
|
November 21, 2018
|
William B. Allen
|
|
|
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
793,358
|
|
|
$
|
774,151
|
|
Receivables
|
3,554,930
|
|
|
2,102,543
|
|
||
Prepaid expenses and other
|
208,296
|
|
|
119,486
|
|
||
Total current assets
|
4,556,584
|
|
|
2,996,180
|
|
||
Property, Equipment and Improvements, net
|
457,706
|
|
|
349,911
|
|
||
Other Noncurrent Assets:
|
|
|
|
||||
Goodwill
|
6,103,856
|
|
|
3,009,826
|
|
||
Intangibles, net
|
655,957
|
|
|
332,920
|
|
||
Miscellaneous
|
871,692
|
|
|
692,022
|
|
||
Total other noncurrent assets
|
7,631,505
|
|
|
4,034,768
|
|
||
|
$
|
12,645,795
|
|
|
$
|
7,380,859
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Notes payable
|
$
|
4,954
|
|
|
$
|
3,071
|
|
Accounts payable
|
1,127,671
|
|
|
683,605
|
|
||
Accrued liabilities
|
1,488,629
|
|
|
939,687
|
|
||
Billings in excess of costs
|
524,439
|
|
|
299,864
|
|
||
Total current liabilities
|
3,145,693
|
|
|
1,926,227
|
|
||
Long-term Debt
|
2,146,877
|
|
|
235,000
|
|
||
Other Deferred Liabilities
|
1,408,871
|
|
|
732,281
|
|
||
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—142,217,933
shares and 120,385,544 shares as of September 28, 2018 and September 29, 2017, respectively
|
142,218
|
|
|
120,386
|
|
||
Additional paid-in capital
|
2,708,839
|
|
|
1,239,782
|
|
||
Retained earnings
|
3,809,991
|
|
|
3,721,698
|
|
||
Accumulated other comprehensive loss
|
(806,703
|
)
|
|
(653,514
|
)
|
||
Total Jacobs stockholders’ equity
|
5,854,345
|
|
|
4,428,352
|
|
||
Noncontrolling interests
|
90,009
|
|
|
58,999
|
|
||
Total Group stockholders’ equity
|
5,944,354
|
|
|
4,487,351
|
|
||
|
$
|
12,645,795
|
|
|
$
|
7,380,859
|
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Revenues
|
$
|
14,984,646
|
|
|
$
|
10,022,788
|
|
|
$
|
10,964,157
|
|
Direct cost of contracts
|
(12,156,276
|
)
|
|
(8,250,536
|
)
|
|
(9,196,326
|
)
|
|||
Gross profit
|
2,828,370
|
|
|
1,772,252
|
|
|
1,767,831
|
|
|||
Selling, general and administrative expenses
|
(2,180,399
|
)
|
|
(1,379,983
|
)
|
|
(1,429,233
|
)
|
|||
Operating Profit
|
647,971
|
|
|
392,269
|
|
|
338,598
|
|
|||
Other Income (Expense):
|
|
|
|
|
|
||||||
Interest income
|
8,984
|
|
|
8,748
|
|
|
7,848
|
|
|||
Interest expense
|
(76,760
|
)
|
|
(12,035
|
)
|
|
(15,260
|
)
|
|||
Gain (Loss) on disposal of business and investments
|
(20,967
|
)
|
|
10,880
|
|
|
(41,410
|
)
|
|||
Miscellaneous income (expense), net
|
(4,523
|
)
|
|
(6,645
|
)
|
|
(3,053
|
)
|
|||
Total other (expense) income, net
|
(93,266
|
)
|
|
948
|
|
|
(51,875
|
)
|
|||
Earnings Before Taxes
|
554,705
|
|
|
393,217
|
|
|
286,723
|
|
|||
Income Tax Expense
|
(381,563
|
)
|
|
(105,842
|
)
|
|
(72,208
|
)
|
|||
Net Earnings of the Group
|
173,142
|
|
|
287,375
|
|
|
214,515
|
|
|||
Net (Earnings) Loss Attributable to Noncontrolling Interests
|
(9,711
|
)
|
|
6,352
|
|
|
(4,052
|
)
|
|||
Net Earnings Attributable to Jacobs
|
$
|
163,431
|
|
|
$
|
293,727
|
|
|
$
|
210,463
|
|
Net Earnings Per Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.18
|
|
|
$
|
2.43
|
|
|
$
|
1.75
|
|
Diluted
|
$
|
1.17
|
|
|
$
|
2.42
|
|
|
$
|
1.73
|
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Net Earnings of the Group
|
$
|
173,142
|
|
|
$
|
287,375
|
|
|
$
|
214,515
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(109,877
|
)
|
|
(140,527
|
)
|
|
(46,515
|
)
|
|||
Gain (loss) on cash flow hedges
|
118
|
|
|
(1,350
|
)
|
|
(1,403
|
)
|
|||
Change in pension liabilities
|
(27,231
|
)
|
|
123,427
|
|
|
(111,488
|
)
|
|||
Other comprehensive income (loss) before taxes
|
(136,990
|
)
|
|
(18,450
|
)
|
|
(159,406
|
)
|
|||
Income Tax (Expense) Benefit:
|
|
|
|
|
|
||||||
Cash flow hedges
|
859
|
|
|
(90
|
)
|
|
273
|
|
|||
Change in pension liabilities
|
(17,058
|
)
|
|
(24,380
|
)
|
|
13,303
|
|
|||
Income Tax (Expense) Benefit:
|
(16,199
|
)
|
|
(24,470
|
)
|
|
13,576
|
|
|||
Net other comprehensive income (loss)
|
(153,189
|
)
|
|
(42,920
|
)
|
|
(145,830
|
)
|
|||
Net Comprehensive Income (Loss) of the Group
|
19,953
|
|
|
244,455
|
|
|
68,685
|
|
|||
Net (Earnings) Loss Attributable to Noncontrolling Interests
|
(9,711
|
)
|
|
6,352
|
|
|
(4,052
|
)
|
|||
Net Comprehensive Income (Loss) Attributable to Jacobs
|
$
|
10,242
|
|
|
$
|
250,807
|
|
|
$
|
64,633
|
|
|
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 October 2, 2015
|
$
|
123,153
|
|
|
$
|
1,137,144
|
|
|
$
|
3,496,212
|
|
|
$
|
(464,764
|
)
|
|
$
|
4,291,745
|
|
|
$
|
64,713
|
|
|
$
|
4,356,458
|
|
Net earnings
|
—
|
|
|
—
|
|
|
210,463
|
|
|
—
|
|
|
210,463
|
|
|
4,052
|
|
|
214,515
|
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,516
|
)
|
|
(46,516
|
)
|
|
—
|
|
|
(46,516
|
)
|
|||||||
Pension liability, net of deferred taxes of $13,303
|
—
|
|
|
—
|
|
|
—
|
|
|
(98,185
|
)
|
|
(98,185
|
)
|
|
—
|
|
|
(98,185
|
)
|
|||||||
Loss on derivatives, net of deferred taxes of $274
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,129
|
)
|
|
(1,129
|
)
|
|
—
|
|
|
(1,129
|
)
|
|||||||
Noncontrolling interest acquired / consolidated
|
—
|
|
|
(127
|
)
|
|
—
|
|
|
—
|
|
|
(127
|
)
|
|
(1,150
|
)
|
|
(1,277
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
(3,146
|
)
|
|
—
|
|
|
(3,146
|
)
|
|
(2,709
|
)
|
|
(5,855
|
)
|
|||||||
Issuances of equity securities, net of
deferred taxes of $3,382 |
1,351
|
|
|
72,055
|
|
|
—
|
|
|
—
|
|
|
73,406
|
|
|
—
|
|
|
73,406
|
|
|||||||
Repurchases of equity securities
|
(3,553
|
)
|
|
(40,800
|
)
|
|
(116,882
|
)
|
|
—
|
|
|
(161,235
|
)
|
|
—
|
|
|
(161,235
|
)
|
|||||||
Balances at September 30, 2016
|
$
|
120,951
|
|
|
$
|
1,168,272
|
|
|
$
|
3,586,647
|
|
|
$
|
(610,594
|
)
|
|
$
|
4,265,276
|
|
|
$
|
64,906
|
|
|
$
|
4,330,182
|
|
Net earnings
|
—
|
|
|
—
|
|
|
293,727
|
|
|
—
|
|
|
293,727
|
|
|
(6,352
|
)
|
|
287,375
|
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(140,527
|
)
|
|
(140,527
|
)
|
|
—
|
|
|
(140,527
|
)
|
|||||||
Pension liability, net of deferred taxes
of $24,380 |
—
|
|
|
—
|
|
|
—
|
|
|
99,047
|
|
|
99,047
|
|
|
—
|
|
|
99,047
|
|
|||||||
Loss on derivatives, net of deferred
taxes of $90 |
—
|
|
|
—
|
|
|
—
|
|
|
(1,440
|
)
|
|
(1,440
|
)
|
|
—
|
|
|
(1,440
|
)
|
|||||||
Noncontrolling interest acquired /
consolidated |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
445
|
|
|
445
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
(72,765
|
)
|
|
—
|
|
|
(72,765
|
)
|
|
—
|
|
|
(72,765
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
(4,559
|
)
|
|
—
|
|
|
(4,559
|
)
|
|
—
|
|
|
(4,559
|
)
|
|||||||
Issuances of equity securities, net of
deferred taxes of $1,015 |
1,468
|
|
|
99,117
|
|
|
—
|
|
|
—
|
|
|
100,585
|
|
|
—
|
|
|
100,585
|
|
|||||||
Repurchases of equity securities
|
(2,033
|
)
|
|
(27,607
|
)
|
|
(81,352
|
)
|
|
—
|
|
|
(110,992
|
)
|
|
—
|
|
|
(110,992
|
)
|
|||||||
Balances at September 29, 2017
|
$
|
120,386
|
|
|
$
|
1,239,782
|
|
|
$
|
3,721,698
|
|
|
$
|
(653,514
|
)
|
|
$
|
4,428,352
|
|
|
$
|
58,999
|
|
|
$
|
4,487,351
|
|
Net earnings
|
—
|
|
|
—
|
|
|
163,431
|
|
|
—
|
|
|
163,431
|
|
|
9,711
|
|
|
173,142
|
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(109,877
|
)
|
|
(109,877
|
)
|
|
—
|
|
|
(109,877
|
)
|
|||||||
Pension liability, net of deferred taxes
of $17,058 |
—
|
|
|
—
|
|
|
10,160
|
|
|
(44,289
|
)
|
|
(34,129
|
)
|
|
—
|
|
|
(34,129
|
)
|
|||||||
Gain on derivatives, net of deferred
taxes of $(859) |
—
|
|
|
—
|
|
|
—
|
|
|
977
|
|
|
977
|
|
|
—
|
|
|
977
|
|
|||||||
Noncontrolling interest acquired /
consolidated |
—
|
|
|
3,456
|
|
|
—
|
|
|
—
|
|
|
3,456
|
|
|
33,690
|
|
|
37,146
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
(85,608
|
)
|
|
—
|
|
|
(85,608
|
)
|
|
—
|
|
|
(85,608
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
7,705
|
|
|
—
|
|
|
7,705
|
|
|
(12,391
|
)
|
|
(4,686
|
)
|
|||||||
Stock based compensation
|
—
|
|
|
81,196
|
|
|
(1,954
|
)
|
|
—
|
|
|
79,242
|
|
|
—
|
|
|
79,242
|
|
|||||||
Issuances of equity securities
|
21,881
|
|
|
1,385,316
|
|
|
(3,420
|
)
|
|
—
|
|
|
1,403,777
|
|
|
—
|
|
|
1,403,777
|
|
|||||||
Repurchases of equity securities
|
(49
|
)
|
|
(911
|
)
|
|
(2,021
|
)
|
|
—
|
|
|
(2,981
|
)
|
|
—
|
|
|
(2,981
|
)
|
|||||||
Balances at September 28, 2018
|
$
|
142,218
|
|
|
$
|
2,708,839
|
|
|
$
|
3,809,991
|
|
|
$
|
(806,703
|
)
|
|
$
|
5,854,345
|
|
|
$
|
90,009
|
|
|
$
|
5,944,354
|
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net earnings attributable to the Group
|
$
|
173,142
|
|
|
$
|
287,375
|
|
|
$
|
214,515
|
|
Adjustments to reconcile net earnings to net cash flows provided by operations:
|
|
|
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Property, equipment and improvements
|
117,856
|
|
|
76,418
|
|
|
82,363
|
|
|||
Intangible assets
|
80,731
|
|
|
46,095
|
|
|
47,608
|
|
|||
(Gain) loss on sales of businesses and investments
|
20,967
|
|
|
(10,058
|
)
|
|
41,410
|
|
|||
Stock based compensation
|
79,242
|
|
|
38,764
|
|
|
32,370
|
|
|||
Tax deficiency from stock based compensation
|
—
|
|
|
(2,877
|
)
|
|
(377
|
)
|
|||
Equity in earnings of operating ventures, net
|
(2,639
|
)
|
|
(7,788
|
)
|
|
(11,892
|
)
|
|||
(Gain) Losses on disposals of assets, net
|
17,491
|
|
|
14,876
|
|
|
10,680
|
|
|||
Loss (gain) on pension plan changes
|
5,414
|
|
|
(9,955
|
)
|
|
—
|
|
|||
Deferred income taxes
|
288,126
|
|
|
36,663
|
|
|
(27,407
|
)
|
|||
Changes in assets and liabilities, excluding the effects of businesses acquired:
|
|
|
|
|
|
||||||
Receivables
|
(435,198
|
)
|
|
75,441
|
|
|
397,268
|
|
|||
Prepaid expenses and other current assets
|
(19,134
|
)
|
|
(23,755
|
)
|
|
17,906
|
|
|||
Accounts payable
|
183,057
|
|
|
153,961
|
|
|
(44,214
|
)
|
|||
Accrued liabilities
|
(37,746
|
)
|
|
(56,279
|
)
|
|
(71,930
|
)
|
|||
Billings in excess of costs
|
6,268
|
|
|
(31,976
|
)
|
|
33,347
|
|
|||
Income taxes payable
|
68,970
|
|
|
4,264
|
|
|
(4,586
|
)
|
|||
Other deferred liabilities
|
(79,280
|
)
|
|
(33,547
|
)
|
|
(37,605
|
)
|
|||
Other, net
|
13,885
|
|
|
17,259
|
|
|
717
|
|
|||
Net cash (used for) provided by operating activities
|
481,152
|
|
|
574,881
|
|
|
680,173
|
|
|||
Cash Flows Used for Investing Activities:
|
|
|
|
|
|
||||||
Additions to property and equipment
|
(94,884
|
)
|
|
(118,060
|
)
|
|
(67,688
|
)
|
|||
Disposals of property and equipment
|
3,293
|
|
|
2,387
|
|
|
10,479
|
|
|||
Purchases of intangibles
|
—
|
|
|
—
|
|
|
(10,027
|
)
|
|||
Distributions of capital from (contributions to) equity investees
|
(5,416
|
)
|
|
31,701
|
|
|
(3,403
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
(1,488,336
|
)
|
|
(150,190
|
)
|
|
(49,943
|
)
|
|||
Proceeds (payments) related to sales of businesses
|
7,736
|
|
|
(2,036
|
)
|
|
(19,039
|
)
|
|||
Net cash used for investing activities
|
(1,577,607
|
)
|
|
(236,198
|
)
|
|
(139,621
|
)
|
|||
Cash Flows Provided by Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from long-term borrowings
|
5,784,355
|
|
|
1,694,023
|
|
|
1,649,653
|
|
|||
Repayments of long-term borrowings
|
(4,572,182
|
)
|
|
(1,846,797
|
)
|
|
(1,840,789
|
)
|
|||
Proceeds from short-term borrowings
|
712
|
|
|
1,347
|
|
|
3,040
|
|
|||
Repayments of short-term borrowings
|
(3,391
|
)
|
|
(702
|
)
|
|
(14,042
|
)
|
|||
Proceeds from issuances of common stock
|
53,584
|
|
|
62,645
|
|
|
43,140
|
|
|||
Common stock repurchases
|
(2,981
|
)
|
|
(97,180
|
)
|
|
(152,550
|
)
|
|||
Excess tax benefits from stock based compensation
|
—
|
|
|
2,877
|
|
|
377
|
|
|||
Taxes paid on vested restricted stock
|
(31,108
|
)
|
|
—
|
|
|
—
|
|
|||
Cash dividends, including to noncontrolling interests
|
(86,569
|
)
|
|
(58,793
|
)
|
|
(5,855
|
)
|
|||
Net cash provided by (used for) financing activities
|
1,142,420
|
|
|
(242,580
|
)
|
|
(317,026
|
)
|
|||
Effect of Exchange Rate Changes
|
(26,758
|
)
|
|
22,332
|
|
|
(28,669
|
)
|
|||
Net Increase in Cash and Cash Equivalents
|
19,207
|
|
|
118,435
|
|
|
194,857
|
|
|||
Cash and Cash Equivalents at the Beginning of the Period
|
774,151
|
|
|
655,716
|
|
|
460,859
|
|
|||
Cash and Cash Equivalents at the End of the Period
|
$
|
793,358
|
|
|
$
|
774,151
|
|
|
$
|
655,716
|
|
1.
|
Description of Business and Basis of Presentation
|
|
For the Years Ended
|
|||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
|||
Cost-reimbursable
|
76
|
%
|
|
81
|
%
|
|
82
|
%
|
Fixed-price
|
24
|
%
|
|
19
|
%
|
|
18
|
%
|
2.
|
Significant Accounting Policies
|
For the Years Ended
|
||||||||||
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
$
|
3,058.6
|
|
|
$
|
2,539.3
|
|
|
$
|
2,489.9
|
|
•
|
Consolidated if the Company is the primary beneficiary of a VIE, or holds the majority of voting interests of a non-VIE (and no significant participative rights are available to the other partners).
|
•
|
Unconsolidated if the Company is not the primary beneficiary of a VIE, or does not hold the majority of voting interest of a non-VIE.
|
3.
|
Employee Stock Purchase and Stock Option Plans
|
|
For the Years Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Aggregate Purchase Price Paid for Shares Sold:
|
|
|
|
|
|
|
|
|
|||
Under the 1989 ESPP
|
$
|
21,590,858
|
|
|
$
|
21,084,657
|
|
|
$
|
23,631,241
|
|
Under the GESPP
|
2,240,609
|
|
|
2,105,834
|
|
|
2,660,067
|
|
|||
Total
|
$
|
23,831,467
|
|
|
$
|
23,190,491
|
|
|
$
|
26,291,308
|
|
Aggregate Number of Shares Sold:
|
|
|
|
|
|
|
|
|
|||
Under the 1989 ESPP
|
357,899
|
|
|
403,652
|
|
|
564,461
|
|
|||
Under the GESPP
|
36,405
|
|
|
39,648
|
|
|
63,196
|
|
|||
Total
|
394,304
|
|
|
443,300
|
|
|
627,657
|
|
|
1999 SIP
|
|
1999 ODSP
|
|
Total
|
|||
Number of shares authorized
|
29,850,000
|
|
|
1,100,000
|
|
|
30,950,000
|
|
Number of remaining shares reserved for issuance at September 28, 2018
|
6,911,375
|
|
|
486,755
|
|
|
7,398,130
|
|
Number of shares relating to outstanding stock options at September 28, 2018
|
1,575,634
|
|
|
191,125
|
|
|
1,766,759
|
|
Number of shares available for future awards:
|
|
|
|
|
|
|
|
|
At September 28, 2018
|
5,335,741
|
|
|
295,630
|
|
|
5,631,371
|
|
At September 29, 2017
|
7,351,946
|
|
|
312,412
|
|
|
7,664,358
|
|
|
For the Years Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Restricted Stock and Restricted Stock Units (service condition)
|
$
|
64,121
|
|
|
$
|
34,466
|
|
|
$
|
17,481
|
|
Restricted Stock Units (service, market, and performance conditions at target)
|
2,626
|
|
|
4,183
|
|
|
4,336
|
|
|||
Total
|
$
|
66,747
|
|
|
$
|
38,649
|
|
|
$
|
21,817
|
|
|
Number of Stock Options
|
|
Weighted Average
Exercise Price
|
|||
Outstanding at October 2, 2015
|
4,072,707
|
|
|
$
|
46.06
|
|
Granted
|
460,770
|
|
|
$
|
42.17
|
|
Exercised
|
(412,416
|
)
|
|
$
|
40.88
|
|
Cancelled or expired
|
(543,549
|
)
|
|
$
|
49.13
|
|
Outstanding at September 30, 2016
|
3,577,512
|
|
|
$
|
45.69
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Exercised
|
(906,648
|
)
|
|
$
|
43.79
|
|
Cancelled or expired
|
(154,039
|
)
|
|
$
|
48.79
|
|
Outstanding at September 29, 2017
|
2,516,825
|
|
|
$
|
46.19
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Exercised
|
(636,019
|
)
|
|
$
|
46.93
|
|
Cancelled or expired
|
(114,047
|
)
|
|
$
|
52.26
|
|
Outstanding at September 28, 2018
|
1,766,759
|
|
|
$
|
45.53
|
|
For the Years Ended
|
||||
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
$13,931
|
|
$14,713
|
|
$4,149
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
At fiscal year end:
|
|
|
|
|
|
|
|
|
|||
Range of exercise prices for options outstanding
|
$32.51–$60.43
|
|
|
$32.51–$80.63
|
|
|
$32.51–$80.63
|
|
|||
Number of options exercisable
|
1,557,900
|
|
|
1,992,022
|
|
|
2,581,421
|
|
|||
For the fiscal year:
|
|
|
|
|
|
|
|
|
|||
Range of prices relating to options exercised
|
$35.93–$61.26
|
|
|
$37.03–$55.53
|
|
|
$36.88–$55.00
|
|
|||
Estimated weighted average fair values of options granted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12.80
|
|
|
September 28, 2018
|
||||||||||||||
|
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 - $37.03
|
153,000
|
|
|
3.49
|
|
$
|
37.01
|
|
|
153,000
|
|
|
$
|
37.01
|
|
$37.43 - $46.09
|
1,059,647
|
|
|
4.87
|
|
$
|
42.69
|
|
|
850,788
|
|
|
$
|
42.74
|
|
$47.11 - $55.13
|
513,237
|
|
|
4.48
|
|
$
|
52.74
|
|
|
513,237
|
|
|
$
|
52.74
|
|
$60.08 - $80.63
|
40,875
|
|
|
5.25
|
|
$
|
60.33
|
|
|
40,875
|
|
|
$
|
60.33
|
|
|
1,766,759
|
|
|
4.65
|
|
$
|
45.53
|
|
|
1,557,900
|
|
|
$
|
45.93
|
|
|
For the Years Ended
|
|||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
|||
Restricted stock
|
—
|
|
|
—
|
|
|
597,091
|
|
Restricted stock units (service condition)
|
1,087,724
|
|
|
496,951
|
|
|
183,131
|
|
Restricted stock units (service, market and performance conditions)
|
254,784
|
|
|
237,058
|
|
|
372,794
|
|
Number of unvested Restricted Stock and Restricted Stock Units:
|
Number of Shares
|
|
Weighted Average Grant-Date Fair Value
|
|||
Outstanding at September 29, 2017
|
2,514,387
|
|
|
$
|
49.62
|
|
Granted
|
1,364,128
|
|
|
$
|
65.64
|
|
Vested
|
(1,209,322
|
)
|
|
$
|
55.19
|
|
Cancelled
|
(339,658
|
)
|
|
$
|
49.57
|
|
Outstanding at September 28, 2018
|
2,329,535
|
|
|
$
|
56.11
|
|
|
For the Years Ended
|
|||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
|||
Restricted stock
|
284,254
|
|
|
365,481
|
|
|
512,903
|
|
Restricted stock units (service condition)
|
336,516
|
|
|
128,536
|
|
|
177,640
|
|
Restricted stock units (service, market and performance conditions)
|
95,063
|
|
|
86,742
|
|
|
275,933
|
|
|
September 28, 2018
|
|
|
Total
|
|
Restricted stock
|
337,805
|
|
Restricted stock units (service condition)
|
1,131,200
|
|
Restricted stock units (service, market and performance conditions)
|
735,438
|
|
|
For the Years Ended
|
|||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
|||
Restricted stock units (service condition)
|
21,620
|
|
|
21,123
|
|
|
23,090
|
|
|
September 28, 2018
|
|
Restricted stock
|
34,000
|
|
Restricted stock units (service condition)
|
91,092
|
|
4.
|
Earnings Per Share and Certain Related Information
|
|
For the Years Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Numerator for Basic and Diluted EPS:
|
|
|
|
|
|
||||||
Net income
|
$
|
163,431
|
|
|
$
|
293,727
|
|
|
$
|
210,463
|
|
Net income allocated to participating securities
|
(788
|
)
|
|
(3,077
|
)
|
|
—
|
|
|||
Net income allocated to common stock for EPS calculation
|
$
|
162,643
|
|
|
$
|
290,650
|
|
|
$
|
210,463
|
|
|
|
|
|
|
|
||||||
Denominator for Basic and Diluted EPS:
|
|
|
|
|
|
||||||
Weighted average basic shares
|
138,182
|
|
|
120,689
|
|
|
120,133
|
|
|||
Shares allocated to participating securities
|
(646
|
)
|
|
(1,319
|
)
|
|
—
|
|
|||
Shares used for calculating basic EPS attributable to common stock
|
137,536
|
|
|
119,370
|
|
|
120,133
|
|
|||
|
|
|
|
|
|
||||||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock compensation plans
|
1,176
|
|
|
777
|
|
|
1,350
|
|
|||
Shares used for calculating diluted EPS attributable to common stock
|
138,712
|
|
|
120,147
|
|
|
121,483
|
|
|||
|
|
|
|
|
|
||||||
Basic EPS
|
$
|
1.18
|
|
|
$
|
2.43
|
|
|
$
|
1.75
|
|
Diluted EPS
|
$
|
1.17
|
|
|
$
|
2.42
|
|
|
$
|
1.73
|
|
|
|
Average Price Per Share
(1)
|
|
Shares Repurchased
|
|
Total Shares Retired
|
$500,000,000
|
|
$60.77
|
|
49,074
|
|
49,074
|
5.
|
Business Combinations
|
Assets
|
|
||
Cash and cash equivalents
|
$
|
315.2
|
|
Receivables
|
1,124.6
|
|
|
Prepaid expenses and other
|
72.7
|
|
|
Property, equipment and improvements, net
|
175.1
|
|
|
Goodwill
|
3,129.1
|
|
|
Identifiable intangible assets:
|
|
||
Customer relationships, contracts and backlog
|
412.3
|
|
|
Lease intangible assets
|
4.4
|
|
|
Total identifiable intangible assets
|
416.7
|
|
|
Miscellaneous
|
522.9
|
|
|
Total Assets
|
$
|
5,756.3
|
|
|
|
||
Liabilities
|
|
||
Notes payable
|
$
|
2.2
|
|
Accounts payable
|
309.6
|
|
|
Accrued liabilities
|
753.1
|
|
|
Billings in excess of costs
|
260.8
|
|
|
Identifiable intangible liabilities:
|
|
||
Lease intangible liabilities
|
9.6
|
|
|
Long-term debt
|
706.0
|
|
|
Other deferred liabilities
|
653.0
|
|
|
Total Liabilities
|
2,694.3
|
|
|
Noncontrolling interests
|
(37.3
|
)
|
|
Net assets acquired
|
$
|
3,024.7
|
|
|
For the Years Ended
|
||||||
|
September 28, 2018
|
|
September 29, 2017
|
||||
Personnel costs
|
$
|
50.2
|
|
|
$
|
2.2
|
|
Professional services and other expenses
|
27.5
|
|
|
14.9
|
|
||
Total
|
$
|
77.7
|
|
|
$
|
17.1
|
|
|
For the Years Ended
|
||||||
|
September 28,
2018 |
|
September 29,
2017 |
||||
|
|
|
|
||||
Revenues
|
$
|
16,012.4
|
|
|
$
|
14,612.4
|
|
Net earnings
|
$
|
196.3
|
|
|
$
|
264.8
|
|
Net earnings (loss) attributable to Jacobs
|
$
|
184.5
|
|
|
$
|
243.6
|
|
Net earnings (loss) attributable to Jacobs per share:
|
|
|
|
||||
Basic earnings (loss) per share
|
$
|
1.28
|
|
|
$
|
1.73
|
|
Diluted earnings (loss) per share
|
$
|
1.27
|
|
|
$
|
1.72
|
|
6.
|
Goodwill and Intangibles
|
|
Aerospace, Technology, Environmental and Nuclear
|
|
Buildings, Infrastructure and Advanced
Facilities |
|
Energy,
Chemicals and Resources |
|
Total
|
||||||||
Balance September 29, 2017
|
$
|
1,038
|
|
|
$
|
1,049
|
|
|
$
|
923
|
|
|
$
|
3,010
|
|
Acquired
|
1,147
|
|
|
1,585
|
|
|
397
|
|
|
3,129
|
|
||||
Post-Acquisition Adjustments relating to prior year acquisition
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Foreign Exchange Impact
|
(13
|
)
|
|
(14
|
)
|
|
(12
|
)
|
|
(39
|
)
|
||||
Balance September 28, 2018
|
$
|
2,176
|
|
|
$
|
2,620
|
|
|
$
|
1,308
|
|
|
$
|
6,104
|
|
|
Customer Relationships, Contracts and Backlog
|
|
Developed Technology
|
|
Trade Names
|
|
Patents
|
|
Lease Intangible Assets
|
|
Other
|
|
Total
|
|||||||
Balances, September 30, 2016
|
307,637
|
|
|
14,311
|
|
|
4,786
|
|
|
10,027
|
|
|
—
|
|
|
161
|
|
|
336,922
|
|
Acquisitions
|
29,803
|
|
|
1,685
|
|
|
4,417
|
|
|
—
|
|
|
|
|
—
|
|
|
35,905
|
|
|
Amortization
|
(39,679
|
)
|
|
(1,534
|
)
|
|
(2,549
|
)
|
|
(400
|
)
|
|
|
|
(50
|
)
|
|
(44,212
|
)
|
|
Foreign currency translation
|
3,707
|
|
|
—
|
|
|
45
|
|
|
553
|
|
|
|
|
—
|
|
|
4,305
|
|
|
Balances, September 29, 2017
|
301,468
|
|
|
14,462
|
|
|
6,699
|
|
|
10,180
|
|
|
—
|
|
|
111
|
|
|
332,920
|
|
Acquisitions
|
412,300
|
|
|
237
|
|
|
—
|
|
|
—
|
|
|
4,415
|
|
|
—
|
|
|
416,952
|
|
Post-Acquisition Adjustments relating to prior year acquisition
|
200
|
|
|
(1,921
|
)
|
|
(1,700
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,421
|
)
|
Amortization
|
(75,375
|
)
|
|
(1,533
|
)
|
|
(2,738
|
)
|
|
(410
|
)
|
|
(625
|
)
|
|
(50
|
)
|
|
(80,731
|
)
|
Foreign currency translation
|
(9,150
|
)
|
|
—
|
|
|
(159
|
)
|
|
(454
|
)
|
|
—
|
|
|
—
|
|
|
(9,763
|
)
|
Balances, September 28, 2018
|
629,443
|
|
|
11,245
|
|
|
2,102
|
|
|
9,316
|
|
|
3,790
|
|
|
61
|
|
|
655,957
|
|
Weighted Average Amortization Period (years)
|
9
|
|
|
8
|
|
|
8
|
|
|
24
|
|
|
8
|
|
|
2
|
|
|
9
|
|
Fiscal Year
|
(in millions)
|
||
2019
|
$
|
86.1
|
|
2020
|
83.0
|
|
|
2021
|
79.4
|
|
|
2022
|
78.2
|
|
|
2023
|
77.6
|
|
|
Thereafter
|
242.9
|
|
|
Total
|
$
|
647.2
|
|
7.
|
Joint Ventures and VIEs
|
|
For the Years Ended
|
||||||
|
September 28, 2018
|
|
|
September 29, 2017
|
|
||
Current assets
|
$
|
1,736.0
|
|
|
$
|
1,385.7
|
|
Non-Current assets
|
51.5
|
|
|
55.9
|
|
||
Total assets
|
$
|
1,787.5
|
|
|
$
|
1,441.6
|
|
Current liabilities
|
$
|
944.9
|
|
|
$
|
415.8
|
|
Non-current liabilities
|
664.1
|
|
|
845
|
|
||
Total liabilities
|
1,609
|
|
|
1,260.8
|
|
||
Joint ventures' equity
|
178.5
|
|
|
180.8
|
|
||
Total liabilities & joint venture equity
|
$
|
1,787.5
|
|
|
$
|
1,441.6
|
|
|
For the Years Ended
|
||||||||||
|
September 28, 2018
|
|
|
September 29, 2017
|
|
|
September 30, 2016
|
|
|||
Revenue
|
$
|
3,334.5
|
|
|
$
|
2,015.6
|
|
|
$
|
2,199.1
|
|
Cost of revenue
|
3,034.1
|
|
|
1,829.5
|
|
|
1,998.0
|
|
|||
Gross profit
|
$
|
300.4
|
|
|
$
|
186.1
|
|
|
$
|
201.1
|
|
Net income
|
$
|
233.2
|
|
|
$
|
140
|
|
|
$
|
136.5
|
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Aerospace, Technology, Environmental and Nuclear
|
$
|
20,254
|
|
|
$
|
2,356
|
|
|
8,210
|
|
|
Buildings, Infrastructure and Advanced Facilities
|
56,238
|
|
|
47,743
|
|
|
24,566
|
|
|||
Energy, Chemicals and Resources
|
37,166
|
|
|
42,558
|
|
|
113,315
|
|
|||
Corporate
|
77,148
|
|
|
42,781
|
|
|
41,816
|
|
|||
Total
|
$
|
190,806
|
|
|
$
|
135,438
|
|
|
$
|
187,907
|
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Lease Abandonments
|
$
|
53,914
|
|
|
$
|
55,647
|
|
|
$
|
92,643
|
|
Involuntary Terminations
|
37,063
|
|
|
43,667
|
|
|
85,599
|
|
|||
Outside Services
|
36,308
|
|
|
4,236
|
|
|
7,398
|
|
|||
Other (1)
|
63,521
|
|
|
31,888
|
|
|
2,267
|
|
|||
Total
|
$
|
190,806
|
|
|
$
|
135,438
|
|
|
$
|
187,907
|
|
Lease Abandonments
|
$
|
292,773
|
|
Involuntary Terminations
|
221,642
|
|
|
Outside Services
|
60,677
|
|
|
Other
|
96,252
|
|
|
Total
|
$
|
671,344
|
|
|
Interest Rate
|
|
Maturity
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Revolving Credit Facility
|
LIBOR + applicable margin
(1)
|
|
February 2020
|
|
$
|
149,129
|
|
|
$
|
235,000
|
|
Term Loan Facility
|
LIBOR + applicable margin (2)
|
|
December 2020
|
|
1,500,000
|
|
|
—
|
|
||
Fixed-rate notes due:
|
|
|
|
|
|
|
|
|
|||
Senior Notes, Series A
|
4.27%
|
|
May 2025
|
|
190,000
|
|
|
—
|
|
||
Senior Notes, Series B
|
4.42%
|
|
May 2028
|
|
180,000
|
|
|
—
|
|
||
Senior Notes, Series C
|
4.52%
|
|
May 2030
|
|
130,000
|
|
|
—
|
|
||
Less: Deferred Financing Fees
|
|
|
|
|
(4,998
|
)
|
|
—
|
|
||
Other
|
Varies
|
|
Varies
|
|
2,746
|
|
|
—
|
|
||
Total Long-term debt, net
|
|
|
|
|
$
|
2,146,877
|
|
|
$
|
235,000
|
|
|
|
|
|
|
|
|
|
(1)
|
Depending on the Company’s Consolidated Leverage Ratio (as defined in the credit agreement governing the Revolving Credit Facility), borrowings under the Revolving Credit Facility bear interest at either a eurocurrency rate plus a margin of between
1.0%
and
1.5%
or a base rate plus a margin of between
0%
and
0.5
%. The applicable LIBOR rates at
September 28, 2018
and
September 29, 2017
were approximately
1.38%
to
3.47%
and
1.0%
to
2.23%
, respectively.
|
(2)
|
Depending on the Company’s Consolidated Leverage Ratio (as defined in the credit agreement governing the Term Loan Facility), borrowings under the Term Loan Facility bear interest at either a eurocurrency rate plus a margin of between
1.0%
and
1.5%
or a base rate plus a margin of between
0%
and
0.5%
. The applicable LIBOR rate at
September 28, 2018
was approximately
3.71%
.
|
For the Years Ended
|
||||
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
$68,467
|
|
$12,862
|
|
$13,282
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||||
Net benefit obligation at the beginning of the year
|
$
|
169,942
|
|
|
$
|
185,664
|
|
|
$
|
1,306,807
|
|
|
$
|
1,363,782
|
|
Service cost
|
4,765
|
|
|
1,000
|
|
|
8,269
|
|
|
7,509
|
|
||||
Interest cost
|
13,778
|
|
|
5,757
|
|
|
49,324
|
|
|
31,205
|
|
||||
Participants’ contributions
|
839
|
|
|
—
|
|
|
451
|
|
|
250
|
|
||||
Actuarial (gains)/losses
|
(30,730
|
)
|
|
(9,922
|
)
|
|
(43,595
|
)
|
|
(142,273
|
)
|
||||
Benefits paid
|
(27,914
|
)
|
|
(14,338
|
)
|
|
(75,711
|
)
|
|
(40,208
|
)
|
||||
Curtailments/settlements/plan amendments
|
(9,434
|
)
|
|
—
|
|
|
(6,136
|
)
|
|
(1,375
|
)
|
||||
Acquisition of CH2M Plans
|
327,156
|
|
|
—
|
|
|
924,233
|
|
|
—
|
|
||||
Effect of exchange rate changes and other, net
|
—
|
|
|
1,781
|
|
|
(14,396
|
)
|
|
87,917
|
|
||||
Net benefit obligation at the end of the year
|
$
|
448,402
|
|
|
$
|
169,942
|
|
|
$
|
2,149,246
|
|
|
$
|
1,306,807
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||||
Fair value of plan assets at the beginning of the year
|
$
|
147,788
|
|
|
$
|
142,464
|
|
|
$
|
1,076,928
|
|
|
$
|
1,003,911
|
|
Actual return on plan assets
|
9,891
|
|
|
18,662
|
|
|
(19,883
|
)
|
|
16,789
|
|
||||
Employer contributions
|
58,097
|
|
|
1,000
|
|
|
31,556
|
|
|
21,005
|
|
||||
Participants’ contributions
|
839
|
|
|
—
|
|
|
451
|
|
|
250
|
|
||||
Gross benefits paid
|
(27,914
|
)
|
|
(14,338
|
)
|
|
(75,711
|
)
|
|
(40,208
|
)
|
||||
Curtailments/settlements/plan amendments
|
(9,434
|
)
|
|
—
|
|
|
(5,496
|
)
|
|
(228
|
)
|
||||
Acquisition of CH2M Plans
|
211,562
|
|
|
—
|
|
|
869,414
|
|
|
—
|
|
||||
Effect of exchange rate changes and other, net
|
—
|
|
|
—
|
|
|
(9,778
|
)
|
|
75,409
|
|
||||
Fair value of plan assets at the end of the year
|
$
|
390,829
|
|
|
$
|
147,788
|
|
|
$
|
1,867,481
|
|
|
$
|
1,076,928
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||||
Net benefit obligation at the end of the year
|
$
|
448,402
|
|
|
$
|
169,942
|
|
|
$
|
2,149,246
|
|
|
$
|
1,306,807
|
|
Fair value of plan assets at the end of the year
|
390,829
|
|
|
147,788
|
|
|
1,867,481
|
|
|
1,076,928
|
|
||||
Under funded amount recognized at the end of the year
|
$
|
57,573
|
|
|
$
|
22,154
|
|
|
$
|
281,765
|
|
|
$
|
229,879
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||||
Accumulated benefit obligation at the end of the year
|
$
|
447,549
|
|
|
$
|
169,942
|
|
|
$
|
2,123,839
|
|
|
$
|
1,291,600
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||||
Prepaid benefit cost included in noncurrent assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,736
|
|
|
$
|
3,035
|
|
Accrued benefit cost included in current liabilities
|
2,548
|
|
|
—
|
|
|
3,671
|
|
|
585
|
|
||||
Accrued benefit cost included in noncurrent liabilities
|
55,025
|
|
|
22,154
|
|
|
297,830
|
|
|
232,329
|
|
||||
Net amount recognized at the end of the year
|
$
|
57,573
|
|
|
$
|
22,154
|
|
|
$
|
281,765
|
|
|
$
|
229,879
|
|
|
For the Years Ended
|
||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||
Discount rates
|
3.9% to 4.2%
|
|
3.5
|
%
|
|
3.2
|
%
|
Rates of compensation increases
|
3.5%
|
|
—
|
%
|
|
—
|
%
|
Return on Assets
|
5.8% to 5.9%
|
|
7.5
|
%
|
|
7.4
|
%
|
|
For the Years Ended
|
||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
Discount rates
|
1.3% to 8.1%
|
|
1.3% to 7.0%
|
|
0.7% to 7.0%
|
Rates of compensation increases
|
2.5% to 7.5%
|
|
2.5% to 7.5%
|
|
2.5% to 7.5%
|
Expected long-term rates of return on assets
|
2.9% to 7.5%
|
|
3.5% to 8.5%
|
|
3.5% to 8.5%
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Arising during the period:
|
|
|
|
|
|
|
|
|
|||
Net actuarial (gain) loss
|
$
|
(7,514
|
)
|
|
$
|
(11,372
|
)
|
|
$
|
4,337
|
|
Reclassification adjustments:
|
|
|
|
|
|
|
|
|
|||
Net actuarial losses
|
(2,913
|
)
|
|
(2,431
|
)
|
|
(2,312
|
)
|
|||
Total
|
$
|
(10,427
|
)
|
|
$
|
(13,803
|
)
|
|
$
|
2,025
|
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Arising during the period:
|
|
|
|
|
|
|
|
|
|||
Net actuarial (gain) loss
|
$
|
59,827
|
|
|
$
|
(76,860
|
)
|
|
$
|
102,925
|
|
Prior service cost (benefit)
|
215
|
|
|
119
|
|
|
580
|
|
|||
Total
|
60,042
|
|
|
(76,741
|
)
|
|
103,505
|
|
|||
Reclassification adjustments:
|
|
|
|
|
|
|
|
|
|||
Net actuarial losses
|
(5,507
|
)
|
|
(8,732
|
)
|
|
(7,508
|
)
|
|||
Prior service cost
|
181
|
|
|
229
|
|
|
163
|
|
|||
Total
|
(5,326
|
)
|
|
(8,503
|
)
|
|
(7,345
|
)
|
|||
Total
|
$
|
54,716
|
|
|
$
|
(85,244
|
)
|
|
$
|
96,160
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||||
Net actuarial loss
|
$
|
37,255
|
|
|
$
|
47,681
|
|
|
$
|
273,312
|
|
|
$
|
218,752
|
|
Prior service cost
|
—
|
|
|
—
|
|
|
(700
|
)
|
|
(855
|
)
|
||||
Total
|
$
|
37,255
|
|
|
$
|
47,681
|
|
|
$
|
272,612
|
|
|
$
|
217,897
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
Unrecognized net actuarial loss
|
$
|
2,925
|
|
|
$
|
8,616
|
|
Unrecognized prior service cost
|
—
|
|
|
(258
|
)
|
||
Accumulated comprehensive loss to be recorded against earnings
|
$
|
2,925
|
|
|
$
|
8,358
|
|
|
U.S. Plans
|
|
Non-U.S. Pans
|
||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Equity securities
|
27
|
%
|
|
70
|
%
|
|
24
|
%
|
|
24
|
%
|
Debt securities
|
39
|
%
|
|
23
|
%
|
|
49
|
%
|
|
32
|
%
|
Real estate investments
|
—
|
%
|
|
—
|
%
|
|
8
|
%
|
|
5
|
%
|
Other
|
34
|
%
|
|
7
|
%
|
|
19
|
%
|
|
39
|
%
|
|
September 28, 2018
|
||||||||||||||||||
|
Fair Value, Determined Using Fair Value Measurement Inputs
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Investments measured at Net Asset Value
|
|
Total
|
||||||||||
U.S. Domestic equities
|
$
|
13,861
|
|
|
$
|
63,937
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77,798
|
|
Overseas equities
|
26,699
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,699
|
|
|||||
U.S. Domestic bonds
|
84,894
|
|
|
58,229
|
|
|
—
|
|
|
—
|
|
|
143,123
|
|
|||||
Overseas bonds
|
938
|
|
|
9,570
|
|
|
—
|
|
|
—
|
|
|
10,508
|
|
|||||
Cash and equivalents
|
6,631
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,631
|
|
|||||
Mutual funds
|
126,042
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126,042
|
|
|||||
Hedge funds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
28
|
|
|
28
|
|
||
Total
|
$
|
259,065
|
|
|
$
|
131,736
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
390,829
|
|
|
September 28, 2018
|
||||||||||||||||||
|
Fair Value, Determined Using Fair Value Measurement Inputs
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Investments measured at Net Asset Value
|
|
Total
|
||||||||||
Domestic equities
|
$
|
—
|
|
|
31,868
|
|
|
$
|
—
|
|
|
36,642
|
|
|
$
|
68,510
|
|
||
Overseas equities
|
—
|
|
|
327,309
|
|
|
—
|
|
|
44,675
|
|
|
371,984
|
|
|||||
Domestic bonds
|
252
|
|
|
222,282
|
|
|
—
|
|
|
1,080
|
|
|
223,614
|
|
|||||
Overseas bonds
|
—
|
|
|
641,966
|
|
|
—
|
|
|
60,804
|
|
|
702,770
|
|
|||||
Cash and equivalents
|
33,482
|
|
|
7,822
|
|
|
—
|
|
|
—
|
|
|
41,304
|
|
|||||
Real estate
|
—
|
|
|
26,987
|
|
|
99,587
|
|
|
17,568
|
|
|
144,142
|
|
|||||
Insurance contracts
|
—
|
|
|
4,188
|
|
|
95,782
|
|
|
—
|
|
|
99,970
|
|
|||||
Derivatives
|
—
|
|
|
(26,656
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(26,656
|
)
|
||||
Hedge funds
|
—
|
|
|
—
|
|
|
135,786
|
|
|
8,047
|
|
|
$
|
143,833
|
|
||||
Mutual funds
|
69
|
|
|
97,941
|
|
|
|
|
|
—
|
|
|
98,010
|
|
|||||
Total
|
$
|
33,803
|
|
|
$
|
1,333,707
|
|
|
$
|
331,155
|
|
|
$
|
168,816
|
|
|
$
|
1,867,481
|
|
|
September 29, 2017
|
||||||||||
|
Fair Value, Determined Using Fair Value Measurement Inputs
|
||||||||||
|
Level 1
|
|
Level 3
|
|
Total
|
||||||
U.S. Domestic equities
|
$
|
103,760
|
|
|
$
|
—
|
|
|
$
|
103,760
|
|
U.S. Domestic bonds
|
33,404
|
|
|
—
|
|
|
33,404
|
|
|||
Cash and equivalents
|
4,448
|
|
|
—
|
|
|
4,448
|
|
|||
Hedge funds
|
—
|
|
|
6,176
|
|
|
6,176
|
|
|||
Total
|
$
|
141,612
|
|
|
$
|
6,176
|
|
|
$
|
147,788
|
|
|
September 29, 2017
|
||||||||||
|
Fair Value, Determined Using Fair Value Measurement Inputs
|
||||||||||
|
Level 1
|
|
Level 3
|
|
Total
|
||||||
Domestic equities
|
$
|
30,916
|
|
|
$
|
—
|
|
|
$
|
30,916
|
|
Overseas equities
|
229,205
|
|
|
—
|
|
|
229,205
|
|
|||
Domestic bonds
|
263,145
|
|
|
—
|
|
|
263,145
|
|
|||
Overseas bonds
|
77,682
|
|
|
—
|
|
|
77,682
|
|
|||
Cash and equivalents
|
38,924
|
|
|
—
|
|
|
38,924
|
|
|||
Real estate
|
—
|
|
|
58,974
|
|
|
58,974
|
|
|||
Insurance contracts
|
—
|
|
|
74,353
|
|
|
74,353
|
|
|||
Other
|
—
|
|
|
303,729
|
|
|
303,729
|
|
|||
Total
|
$
|
639,872
|
|
|
$
|
437,056
|
|
|
$
|
1,076,928
|
|
|
Hedge Funds
|
||
Balance at September 29, 2017
|
$
|
6,176
|
|
Purchases, sales, and settlements
|
(6,176
|
)
|
|
Realized and unrealized gains
|
—
|
|
|
Balance at September 28, 2018
|
$
|
—
|
|
|
Real Estate
|
|
Insurance Contracts
|
|
Hedge Funds
|
||||||
Balance at September 29, 2017
|
$
|
58,974
|
|
|
$
|
74,353
|
|
|
$
|
303,729
|
|
Purchases, sales, and settlements
|
42,711
|
|
|
21,626
|
|
|
(154,446
|
)
|
|||
Realized and unrealized gains (losses)
|
(784
|
)
|
|
1,551
|
|
|
(6,650
|
)
|
|||
Transfers
|
—
|
|
|
—
|
|
|
—
|
|
|||
Effect of exchange rate changes
|
(1,314
|
)
|
|
(1,748
|
)
|
|
(6,847
|
)
|
|||
Balance at September 28, 2018
|
$
|
99,587
|
|
|
$
|
95,782
|
|
|
$
|
135,786
|
|
|
Real Estate
|
|
Hedge Funds
|
||||
Balance at September 30, 2016
|
$
|
3,477
|
|
|
$
|
5,715
|
|
Purchases
|
(3,477
|
)
|
|
(557
|
)
|
||
Realized and unrealized gains
|
—
|
|
|
1,018
|
|
||
Balance at September 29, 2017
|
$
|
—
|
|
|
$
|
6,176
|
|
|
Real Estate
|
|
Insurance Contracts
|
|
Hedge Funds
|
||||||
Balance at September 30, 2016
|
$
|
55,665
|
|
|
$
|
39,473
|
|
|
$
|
272,517
|
|
Purchases, sales, and settlements
|
(1,199
|
)
|
|
422
|
|
|
(9,022
|
)
|
|||
Realized and unrealized gains
|
2,642
|
|
|
(7,572
|
)
|
|
19,662
|
|
|||
Transfers
|
—
|
|
|
40,031
|
|
|
11,758
|
|
|||
Effect of exchange rate changes
|
1,866
|
|
|
1,999
|
|
|
8,814
|
|
|||
Balance at September 29, 2017
|
$
|
58,974
|
|
|
$
|
74,353
|
|
|
$
|
303,729
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
Anticipated cash contributions
|
$
|
2,601
|
|
|
$
|
31,549
|
|
|
U.S. Plans
|
|
Non-U.S. Pans
|
||||
2019
|
$
|
31,785
|
|
|
$
|
70,313
|
|
2020
|
31,270
|
|
|
71,337
|
|
||
2021
|
31,740
|
|
|
74,906
|
|
||
2022
|
31,818
|
|
|
78,097
|
|
||
2023
|
31,857
|
|
|
81,569
|
|
||
For the periods 2024 through 2028
|
154,755
|
|
|
448,246
|
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Service cost
|
$
|
4,765
|
|
|
$
|
1,000
|
|
|
$
|
9,875
|
|
Interest cost
|
13,778
|
|
|
5,757
|
|
|
16,746
|
|
|||
Expected return on plan assets
|
(19,663
|
)
|
|
(9,942
|
)
|
|
(22,368
|
)
|
|||
Actuarial loss
|
3,845
|
|
|
3,985
|
|
|
7,512
|
|
|||
Prior service cost
|
—
|
|
|
—
|
|
|
(176
|
)
|
|||
Net pension cost, before special items
|
2,725
|
|
|
800
|
|
|
11,589
|
|
|||
Contractual expense/Settlement loss
|
4,146
|
|
|
1,781
|
|
|
8,061
|
|
|||
Total net periodic pension cost recognized
|
$
|
6,871
|
|
|
$
|
2,581
|
|
|
$
|
19,650
|
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Service cost
|
$
|
8,269
|
|
|
$
|
7,509
|
|
|
$
|
14,378
|
|
Interest cost
|
49,324
|
|
|
31,205
|
|
|
38,892
|
|
|||
Expected return on plan assets
|
(83,328
|
)
|
|
(56,269
|
)
|
|
(50,190
|
)
|
|||
Actuarial loss
|
6,655
|
|
|
10,616
|
|
|
9,092
|
|
|||
Prior service cost
|
(257
|
)
|
|
(329
|
)
|
|
(260
|
)
|
|||
Net pension cost, before special items
|
(19,337
|
)
|
|
(7,268
|
)
|
|
11,912
|
|
|||
Curtailment expense/Settlement loss
|
1,268
|
|
|
(298
|
)
|
|
(7,512
|
)
|
|||
Total net periodic pension (income) cost recognized
|
$
|
(18,069
|
)
|
|
$
|
(7,566
|
)
|
|
$
|
4,400
|
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Canada
|
$
|
36,354
|
|
|
$
|
35,182
|
|
|
$
|
44,912
|
|
Europe
|
$
|
10,677
|
|
|
$
|
6,212
|
|
|
$
|
8,771
|
|
United States
|
$
|
9,536
|
|
|
$
|
4,548
|
|
|
$
|
5,058
|
|
Contributions to multiemployer pension plans
|
$
|
56,567
|
|
|
$
|
45,942
|
|
|
$
|
58,741
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
$
|
113,135
|
|
|
$
|
82,882
|
|
|
$
|
89,966
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
$
|
4,445
|
|
|
$
|
4,368
|
|
|
$
|
5,792
|
|
12.
|
Accumulated Other Comprehensive Income
|
|
Change in Pension Liabilities
|
|
Foreign Currency Translation Adjustment
|
|
Gain/(Loss) on Cash Flow Hedges
|
|
Total
|
||||||||
Balance at September 30, 2016
|
$
|
(364,625
|
)
|
|
$
|
(245,613
|
)
|
|
$
|
(356
|
)
|
|
$
|
(610,594
|
)
|
Other comprehensive income (loss)
|
88,113
|
|
|
(140,527
|
)
|
|
834
|
|
|
(51,580
|
)
|
||||
Reclassifications from other comprehensive income (loss)
|
10,934
|
|
|
—
|
|
|
(2,274
|
)
|
|
8,660
|
|
||||
Balance at September 29, 2017
|
(265,578
|
)
|
|
(386,140
|
)
|
|
(1,796
|
)
|
|
(653,514
|
)
|
||||
Other comprehensive income (loss)
|
(52,528
|
)
|
|
(119,070
|
)
|
|
618
|
|
|
(170,980
|
)
|
||||
Reclassifications from other comprehensive income (loss)
|
8,239
|
|
|
9,193
|
|
|
359
|
|
|
17,791
|
|
||||
Balance at September 28, 2018
|
$
|
(309,867
|
)
|
|
$
|
(496,017
|
)
|
|
$
|
(819
|
)
|
|
$
|
(806,703
|
)
|
|
For the Years Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Current income tax expense:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
34,145
|
|
|
$
|
29,297
|
|
|
$
|
36,020
|
|
State
|
(597
|
)
|
|
8,535
|
|
|
11,336
|
|
|||
Foreign
|
59,889
|
|
|
31,347
|
|
|
52,259
|
|
|||
Total current tax expense
|
93,437
|
|
|
69,179
|
|
|
99,615
|
|
|||
Deferred income tax expense (benefit):
|
|
|
|
|
|
|
|
|
|||
Federal
|
252,730
|
|
|
29,390
|
|
|
6,439
|
|
|||
State
|
15,485
|
|
|
3,407
|
|
|
485
|
|
|||
Foreign
|
19,911
|
|
|
3,866
|
|
|
(34,331
|
)
|
|||
Total deferred tax expense (benefit)
|
288,126
|
|
|
36,663
|
|
|
(27,407
|
)
|
|||
Consolidated income tax expense
|
$
|
381,563
|
|
|
$
|
105,842
|
|
|
$
|
72,208
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Obligations relating to:
|
|
|
|
|
|
||
Defined benefit pension plans
|
$
|
30,483
|
|
|
$
|
52,299
|
|
Other employee benefit plans
|
190,548
|
|
|
192,299
|
|
||
Net Operating Losses
|
167,424
|
|
|
136,783
|
|
||
Foreign Tax Credit
|
145,931
|
|
|
—
|
|
||
Other Credits
|
8,764
|
|
|
|
|||
Self-insurance programs
|
—
|
|
|
489
|
|
||
Contract revenues and costs
|
130,116
|
|
|
(18,374
|
)
|
||
Deferred Rent
|
5,454
|
|
|
25,654
|
|
||
Restructuring
|
14,515
|
|
|
18,258
|
|
||
Other
|
3,533
|
|
|
19,389
|
|
||
Valuation Allowance
|
(264,944
|
)
|
|
(58,097
|
)
|
||
Gross deferred tax assets
|
431,824
|
|
|
368,700
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Depreciation and amortization
|
(206,705
|
)
|
|
(176,327
|
)
|
||
Self-insurance programs
|
(3,513
|
)
|
|
—
|
|
||
Unremitted earnings
|
(79,418
|
)
|
|
—
|
|
||
Other, net
|
—
|
|
|
(1,438
|
)
|
||
Gross deferred tax liabilities
|
(289,636
|
)
|
|
(177,765
|
)
|
||
Net deferred tax assets
|
$
|
142,188
|
|
|
$
|
190,935
|
|
For the Years Ended
|
||||||||||
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
$
|
4.7
|
|
|
$
|
5.2
|
|
|
$
|
1.5
|
|
|
For the Years Ended
|
|||||||||||||||||||
|
September 28, 2018
|
|
%
|
|
September 29, 2017
|
|
%
|
|
September 30, 2016
|
|
%
|
|||||||||
Statutory amount
|
$
|
136,458
|
|
|
24.6
|
%
|
|
$
|
137,626
|
|
|
35.0
|
%
|
|
$
|
100,353
|
|
|
35.0
|
%
|
State taxes, net of the federal benefit
|
7,587
|
|
|
1.4
|
%
|
|
8,955
|
|
|
2.3
|
%
|
|
7,853
|
|
|
2.7
|
%
|
|||
Exclusion of tax on non-controlling interests
|
(2,389)
|
|
|
(0.4
|
)%
|
|
2,223
|
|
|
0.6
|
%
|
|
(1,418
|
)
|
|
(0.5
|
)%
|
|||
Foreign:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Difference in tax rates of foreign operations
|
9,860
|
|
|
1.8
|
%
|
|
(16,987
|
)
|
|
(4.3
|
)%
|
|
(17,184
|
)
|
|
(6.0
|
)%
|
|||
Benefit from foreign valuation allowance release
|
(5,105)
|
|
|
(0.9
|
)%
|
|
(3,085
|
)
|
|
(0.8
|
)%
|
|
(11,182
|
)
|
|
(3.9
|
)%
|
|||
U.K. tax rate change on deferred tax assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
8,853
|
|
|
3.1
|
%
|
|||
Nontaxable income from foreign affiliate
|
—
|
|
|
—
|
|
|
(3,280
|
)
|
|
(0.8
|
)%
|
|
—
|
|
|
—
|
|
|||
U.S. tax cost of foreign operations
|
6,577
|
|
|
1.2
|
%
|
|
18,612
|
|
|
4.7
|
%
|
|
30,850
|
|
|
10.9
|
%
|
|||
Tax differential on foreign earnings
|
11,332
|
|
|
2.0
|
%
|
|
(4,740
|
)
|
|
(1.2
|
)%
|
|
11,337
|
|
|
4.1
|
%
|
|||
Foreign tax credits
|
(21,729)
|
|
|
(3.9
|
)%
|
|
(20,454
|
)
|
|
(5.2
|
)%
|
|
(44,018
|
)
|
|
(15.4
|
)%
|
|||
Tax Reform
|
154,150
|
|
|
27.8
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Valuation Allowance
|
104,221
|
|
|
18.8
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Uncertain tax positions
|
(1,297)
|
|
|
(0.2
|
)%
|
|
(5,779
|
)
|
|
(1.5
|
)%
|
|
1,449
|
|
|
0.5
|
%
|
|||
Other items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
IRS §179D deduction
|
(4,520)
|
|
|
(0.8
|
)%
|
|
(3,351
|
)
|
|
(0.8
|
)%
|
|
(2,153
|
)
|
|
(0.8
|
)%
|
|||
IRS §199D deduction
|
—
|
|
|
—
|
|
|
(2,113
|
)
|
|
(0.5
|
)%
|
|
(2,800
|
)
|
|
(1.0
|
)%
|
|||
Foreign partnership income/(loss)
|
(3,990)
|
|
|
(0.7
|
)%
|
|
(9,861
|
)
|
|
(2.5
|
)%
|
|
(2,658
|
)
|
|
(0.9
|
)%
|
|||
Other items – net
|
1,740
|
|
|
0.3
|
%
|
|
3,336
|
|
|
0.7
|
%
|
|
4,263
|
|
|
1.5
|
%
|
|||
Total other items
|
(6,770)
|
|
|
(1.2
|
)%
|
|
(11,989
|
)
|
|
(3.1
|
)%
|
|
(3,348
|
)
|
|
(1.2
|
)%
|
|||
Taxes on income
|
$
|
381,563
|
|
|
68.9
|
%
|
|
$
|
105,842
|
|
|
26.9
|
%
|
|
$
|
72,208
|
|
|
25.2
|
%
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
$
|
44.29
|
|
|
$
|
78.39
|
|
|
$
|
116.30
|
|
|
For the Years Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
United States earnings
|
$
|
282,123
|
|
|
$
|
232,342
|
|
|
$
|
206,159
|
|
Foreign earnings
|
272,582
|
|
|
160,875
|
|
|
80,564
|
|
|||
|
$
|
554,705
|
|
|
$
|
393,217
|
|
|
$
|
286,723
|
|
|
For the Years Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Balance, beginning of year
|
$
|
38,580
|
|
|
$
|
44,167
|
|
|
$
|
42,666
|
|
Acquisition of CH2M
|
137,912
|
|
|
—
|
|
|
—
|
|
|||
Additions based on tax positions related to the current
year |
9,780
|
|
|
5,900
|
|
|
5,670
|
|
|||
Additions for tax positions of prior years
|
5,561
|
|
|
237
|
|
|
367
|
|
|||
Reductions for tax positions of prior years
|
(8,962
|
)
|
|
(4,524
|
)
|
|
(2,451
|
)
|
|||
Settlement
|
(3,731
|
)
|
|
(7,200
|
)
|
|
(2,085
|
)
|
|||
Balance, end of year
|
$
|
179,140
|
|
|
$
|
38,580
|
|
|
$
|
44,167
|
|
14.
|
Commitments and Contingencies and Derivative Financial Instruments
|
In fiscal years,
|
|
||
2019
|
$
|
215,375
|
|
2020
|
187,228
|
|
|
2021
|
158,781
|
|
|
2022
|
135,991
|
|
|
2023
|
115,614
|
|
|
Thereafter
|
344,120
|
|
|
|
1,157,109
|
|
|
Amounts representing sublease income
|
(19,443
|
)
|
|
|
$
|
1,137,666
|
|
|
For the Years Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Rent expense
|
$
|
217,550
|
|
|
$
|
145,344
|
|
|
$
|
151,539
|
|
Sublease income
|
(5,514
|
)
|
|
(7,052
|
)
|
|
(7,212
|
)
|
|||
Net rent expense
|
$
|
212,036
|
|
|
$
|
138,292
|
|
|
$
|
144,327
|
|
End of lease term
|
2025
|
|
|
End of term purchase option (in thousands)
|
$
|
76,950
|
|
Residual value guarantee (in thousands)
|
$
|
62,412
|
|
15.
|
Contractual Guarantees, Litigation, Investigations and Insurance
|
16.
|
Other Financial Information
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Components of receivables:
|
|
|
|
||||
Amounts billed, net
|
$
|
1,597,297
|
|
|
$
|
949,060
|
|
Unbilled receivables and other
|
1,933,000
|
|
|
1,118,144
|
|
||
Retentions receivable
|
24,633
|
|
|
35,339
|
|
||
Total receivables, net
|
$
|
3,554,930
|
|
|
$
|
2,102,543
|
|
Other information about receivables:
|
|
|
|
|
|
||
Amounts due from the United States federal government included above, net of advanced billings
|
$
|
472,846
|
|
|
$
|
226,236
|
|
Claims receivable
|
$
|
—
|
|
|
$
|
4,600
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Land
|
$
|
19,327
|
|
|
$
|
17,197
|
|
Buildings
|
129,336
|
|
|
93,313
|
|
||
Equipment
|
721,274
|
|
|
627,609
|
|
||
Leasehold improvements
|
268,979
|
|
|
220,295
|
|
||
Construction in progress
|
17,685
|
|
|
21,300
|
|
||
|
1,156,601
|
|
|
979,714
|
|
||
Accumulated depreciation and amortization
|
(698,895
|
)
|
|
(629,803
|
)
|
||
|
$
|
457,706
|
|
|
$
|
349,911
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Deferred income taxes
|
$
|
319,405
|
|
|
$
|
368,700
|
|
Deferred compensation arrangement investments
|
282,974
|
|
|
142,522
|
|
||
Equity Method Investments
|
219,614
|
|
|
131,400
|
|
||
Notes receivable
|
1,274
|
|
|
17,839
|
|
||
Other
|
48,425
|
|
|
31,561
|
|
||
Total
|
$
|
871,692
|
|
|
$
|
692,022
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Accrued payroll and related liabilities
|
$
|
864,670
|
|
|
$
|
572,946
|
|
Project-related accruals
|
45,349
|
|
|
71,815
|
|
||
Non project-related accruals
|
349,384
|
|
|
116,051
|
|
||
Insurance liabilities
|
64,976
|
|
|
67,546
|
|
||
Sales and other similar taxes
|
83,151
|
|
|
32,163
|
|
||
Deferred rent
|
58,988
|
|
|
60,593
|
|
||
Dividends payable
|
22,111
|
|
|
18,573
|
|
||
Total
|
$
|
1,488,629
|
|
|
$
|
939,687
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Liabilities relating to defined benefit pension and early retirement plans
|
$
|
352,855
|
|
|
$
|
254,483
|
|
Liabilities relating to nonqualified deferred compensation arrangements
|
238,830
|
|
|
114,616
|
|
||
Deferred income taxes
|
177,217
|
|
|
177,765
|
|
||
Miscellaneous
|
639,969
|
|
|
185,417
|
|
||
Total
|
$
|
1,408,871
|
|
|
$
|
732,281
|
|
17.
|
Segment Information
|
|
For the Years Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Revenues from External Customers:
|
|
|
|
|
|
||||||
Aerospace, Technology, Environmental and Nuclear
|
$
|
4,372,008
|
|
|
$
|
2,464,363
|
|
|
$
|
2,845,913
|
|
Buildings, Infrastructure and Advanced Facilities
|
6,184,883
|
|
|
3,830,697
|
|
|
3,419,505
|
|
|||
Energy, Chemicals and Resources
|
4,427,755
|
|
|
3,727,728
|
|
|
4,698,739
|
|
|||
Total
|
$
|
14,984,646
|
|
|
$
|
10,022,788
|
|
|
$
|
10,964,157
|
|
|
For the Years Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Segment Operating Profit:
|
|
|
|
|
|
||||||
Aerospace, Technology, Environmental and Nuclear
(1)
|
$
|
311,871
|
|
|
$
|
200,179
|
|
|
$
|
215,119
|
|
Buildings, Infrastructure and Advanced Facilities
(2)
|
482,277
|
|
|
263,679
|
|
|
217,412
|
|
|||
Energy, Chemicals and Resources
|
218,109
|
|
|
161,312
|
|
|
153,797
|
|
|||
Total Segment Operating Profit
|
1,012,257
|
|
|
625,170
|
|
|
586,328
|
|
|||
Other Corporate Expenses
|
(113,702
|
)
|
|
(81,595
|
)
|
|
(60,100
|
)
|
|||
Restructuring and Other Charges
|
(170,148
|
)
|
|
(134,206
|
)
|
|
(187,630
|
)
|
|||
Transaction Costs
|
(80,436
|
)
|
|
(17,100
|
)
|
|
—
|
|
|||
Total U.S. GAAP Operating Profit
|
647,971
|
|
|
392,269
|
|
|
338,598
|
|
|||
Gain (Loss) on disposal of business and investments
|
(20,967
|
)
|
|
10,880
|
|
|
(41,410
|
)
|
|||
Total Other (Expense) Income, net
(3)
|
(72,299
|
)
|
|
(9,932
|
)
|
|
(10,465
|
)
|
|||
Earnings Before Taxes
|
$
|
554,705
|
|
|
$
|
393,217
|
|
|
$
|
286,723
|
|
(2)
|
Excludes
$23.8
million in restructuring and other charges for the year ended
September 29, 2017
. See Note 8,
Restructuring and Other Charges
.
|
(3)
|
Includes amortization of deferred financing fees related to the CH2M acquisition of
$1.8 million
for the year ended
September 28, 2018
.
Also, includes
$1.2 million
and $
277
thousand of restructuring and other charges for the years ended
September 29, 2017
and
September 30, 2016
, respectively.
|
|
For the Years Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Revenues:
|
|
|
|
|
|
||||||
United States
|
$
|
9,519,085
|
|
|
$
|
5,822,843
|
|
|
$
|
6,247,448
|
|
Europe
|
2,768,739
|
|
|
2,262,092
|
|
|
2,346,224
|
|
|||
Canada
|
863,531
|
|
|
590,604
|
|
|
927,942
|
|
|||
Asia
|
316,339
|
|
|
253,167
|
|
|
299,952
|
|
|||
India
|
211,983
|
|
|
165,295
|
|
|
187,929
|
|
|||
Australia and New Zealand
|
719,566
|
|
|
628,945
|
|
|
436,670
|
|
|||
South America and Mexico
|
159,700
|
|
|
73,456
|
|
|
125,610
|
|
|||
Middle East and Africa
|
425,703
|
|
|
226,386
|
|
|
392,382
|
|
|||
Total
|
$
|
14,984,646
|
|
|
$
|
10,022,788
|
|
|
$
|
10,964,157
|
|
Property, equipment and improvements, net:
|
|
|
|
|
|
||||||
United States
|
$
|
316,633
|
|
|
$
|
220,416
|
|
|
$
|
195,392
|
|
Europe
|
59,019
|
|
|
46,108
|
|
|
37,163
|
|
|||
Canada
|
21,559
|
|
|
18,435
|
|
|
21,464
|
|
|||
Asia
|
3,588
|
|
|
2,793
|
|
|
3,069
|
|
|||
India
|
19,446
|
|
|
19,191
|
|
|
13,350
|
|
|||
Australia and New Zealand
|
16,151
|
|
|
18,692
|
|
|
18,888
|
|
|||
South America and Mexico
|
4,562
|
|
|
4,619
|
|
|
5,621
|
|
|||
Middle East and Africa
|
16,748
|
|
|
19,657
|
|
|
24,726
|
|
|||
Total
|
$
|
457,706
|
|
|
$
|
349,911
|
|
|
$
|
319,673
|
|
For the Years Ended
|
||||
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
23%
|
|
19%
|
|
21%
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
||||||||||
September 28, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
2,750,311
|
|
|
$
|
3,935,028
|
|
|
$
|
4,156,663
|
|
|
$
|
4,142,644
|
|
|
$
|
14,984,646
|
|
Operating profit (a)
|
$
|
47,644
|
|
(e)
|
$
|
146,286
|
|
(e)
|
$
|
212,729
|
|
(e)
|
$
|
241,312
|
|
(e)
|
$
|
647,971
|
|
Earnings before taxes
|
$
|
41,916
|
|
|
$
|
122,167
|
|
|
$
|
192,783
|
|
|
$
|
197,839
|
|
|
$
|
554,705
|
|
Net earnings of the Group
|
$
|
2,561
|
|
|
$
|
51,932
|
|
|
$
|
150,071
|
|
|
$
|
(31,422
|
)
|
|
$
|
173,142
|
|
Net earnings attributable to Jacobs
|
$
|
2,163
|
|
(e)
|
$
|
48,587
|
|
(e)
|
$
|
150,222
|
|
(e)
|
$
|
(37,541
|
)
|
(e)
|
$
|
163,431
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
0.02
|
|
(e)
|
$
|
0.34
|
|
(e)
|
$
|
1.05
|
|
(e)
|
$
|
(0.26
|
)
|
(e)
|
$
|
1.18
|
|
Diluted
|
$
|
0.02
|
|
(e)
|
$
|
0.34
|
|
(e)
|
$
|
1.05
|
|
(e)
|
$
|
(0.26
|
)
|
(e)
|
$
|
1.17
|
|
September 29, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
2,551,604
|
|
|
$
|
2,302,567
|
|
(c)
|
$
|
2,514,751
|
|
(c)
|
$
|
2,653,866
|
|
|
$
|
10,022,788
|
|
Operating profit (a)
|
$
|
88,628
|
|
|
$
|
68,173
|
|
(c)
|
$
|
128,475
|
|
(c)
|
$
|
106,993
|
|
|
$
|
392,269
|
|
Earnings before taxes
|
$
|
85,880
|
|
|
$
|
60,491
|
|
|
$
|
127,396
|
|
|
$
|
119,450
|
|
|
$
|
393,217
|
|
Net earnings of the Group
|
$
|
61,153
|
|
|
$
|
44,165
|
|
|
$
|
88,629
|
|
|
$
|
93,428
|
|
|
$
|
287,375
|
|
Net earnings attributable to Jacobs
|
$
|
60,536
|
|
(c)
|
$
|
50,018
|
|
(c)
|
$
|
89,032
|
|
(c)
|
$
|
94,141
|
|
(c)(d)
|
$
|
293,727
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
0.50
|
|
(c)
|
$
|
0.41
|
|
(c)
|
$
|
0.74
|
|
(c)
|
$
|
0.78
|
|
(c)(d)
|
$
|
2.43
|
|
Diluted
|
$
|
0.50
|
|
(c)
|
$
|
0.41
|
|
(c)
|
$
|
0.74
|
|
(c)
|
$
|
0.78
|
|
(c)(d)
|
$
|
2.42
|
|
September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
2,847,934
|
|
|
$
|
2,781,763
|
|
|
$
|
2,693,873
|
|
|
$
|
2,640,587
|
|
|
$
|
10,964,157
|
|
Operating profit (a)
|
$
|
59,450
|
|
|
$
|
86,781
|
|
|
$
|
109,556
|
|
|
$
|
82,811
|
|
|
$
|
338,598
|
|
Earnings before taxes
|
$
|
57,787
|
|
|
$
|
90,456
|
|
|
$
|
102,807
|
|
|
$
|
35,673
|
|
|
$
|
286,723
|
|
Net earnings of the Group
|
$
|
50,306
|
|
|
$
|
63,389
|
|
|
$
|
70,937
|
|
|
$
|
29,883
|
|
|
$
|
214,515
|
|
Net earnings attributable to Jacobs
|
$
|
46,514
|
|
(b)
|
$
|
65,250
|
|
(b)
|
$
|
69,055
|
|
(b)
|
$
|
29,644
|
|
(b)
|
$
|
210,463
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
0.38
|
|
(b)
|
$
|
0.54
|
|
(b)
|
$
|
0.58
|
|
(b)
|
$
|
0.25
|
|
(b)
|
$
|
1.75
|
|
Diluted
|
$
|
0.38
|
|
(b)
|
$
|
0.54
|
|
(b)
|
$
|
0.57
|
|
(b)
|
$
|
0.24
|
|
(b)
|
$
|
1.73
|
|
(a)
|
Operating profit represents revenues less (i) direct costs of contracts, and (ii) selling, general and administrative expenses.
|
(b)
|
Includes costs of $
48.1
million, or $
0.39
per diluted share, in the first quarter of fiscal
2016
, $
25.7
million or $
0.21
per diluted share in the second quarter of fiscal
2016
, $
25.8
million, or $
0.21
per diluted share, in the third quarter, and $
36.0
million or $
0.3
per diluted share in the fourth quarter of fiscal
2016
, in each case, related to the 2015 Restructuring. Also included in the fourth quarter of fiscal
2016
were $
17.1
million, or $
0.14
per diluted share related to the loss on sale of our French subsidiary; and $
10.4
million, or $
0.09
per diluted share related to the non-cash write-off on an equity investment.
|
(c)
|
Includes costs of $
31.7
million, or $
0.18
per diluted share, in the first quarter of fiscal
2017
; includes $
16.5
million in revenue, $
72.2
million in operating profit, $
45.2
million in net earnings attributable to Jacobs, or $
0.37
per diluted share, in the second quarter of fiscal
2017
; includes
$1
million in revenue, $
10.7
million in operating profit and $
6.3
million in net earnings attributable to Jacobs, or $
0.05
per diluted share, in the third quarter of fiscal
2017
; includes $
19.5
million in operating profit, $
13.6
million in net earnings attributable to Jacobs, or $
0.11
per diluted share, in the fourth quarter of fiscal
2017
, in each case, related to restructuring and other charges.
|
(d)
|
Includes costs of $
10.6
million, or $
0.09
per diluted share, in the fourth quarter of fiscal
2017
related to professional fees and integration costs for the CH2M acquisition.
|
(e)
|
Includes $
87.0
million in operating profit,
$94.8
million in net earnings attributable to Jacobs, or $
0.75
per diluted share, in the first quarter of fiscal
2018
; includes $
73.7
million in operating profit, $
95.4
million in net earnings attributable to Jacobs, or $
0.66
per diluted share, in the second quarter of fiscal
2018
; includes $
51.3
million in operating profit and $
43.9
million in net earnings attributable to Jacobs, or $
0.31
per diluted share, in the third quarter of fiscal
2018
; includes $
38.5
million in operating profit, $
225.9
million in net earnings attributable to Jacobs, or $
1.57
per diluted share, in the fourth quarter of fiscal
2018
, in each case, related to restructuring and other charges, transaction costs and charges relating to U.S. tax reform. During the fourth quarter, the $
225.9
million in restructuring and other charges included in net earnings attributable to Jacobs includes
$21.0 million
related to the loss on the sale of our Guimar joint venture investment.
|
1.
|
Retirement Date.
Employee shall begin a transition to retirement beginning April 1, 2019 (the “
Transition Date
”), on a modified full-time status basis, and shall retire from Jacobs effective December 31, 2019 (the “
Retirement Date
”). After the Retirement Date, Employee shall perform no further duties, functions or services for Jacobs.
|
2.
|
Resignation of Officer and Director Positions, and Supersession of Prior Agreements and Specified Severance Benefits
. Effective with the Transition Date, to the extent such has not already occurred, Employee resigns his executive officer, officer, director and/or managing positions with Jacobs and its affiliated legal entities. By signing this Agreement, Employee also acknowledges and agrees that his
Employment Agreement between Jacobs Engineering Group Inc. and Gary Mandel, amended and restated effective December 30, 2017
(“
Employment Agreement
”), is hereby superseded and replaced in its entirety by this Agreement, except for Paragraphs 7 and Subparagraphs 7.1 through 7.4 of the Employment Agreement (the “Non-Competition and Non-Solicitation Agreements” paragraphs) which, except as permitted by
Other Employment Provision
, below, shall survive this Agreement and are incorporated herein by reference. Further, by signing this Agreement, Employee acknowledges and agrees that he shall not be entitled to any benefits under the
Jacobs Engineering Group Inc. Executive Severance Pay Plan (“
ESPP
”)
, that his participation under such ESPP is terminated by mutual consent, that this Agreement satisfies any termination notification obligations that may otherwise exist under the ESPP, and that this Agreement supersedes and replaces entirely any benefits that may otherwise be set out in the ESPP.
|
3.
|
Executive Advisor
. On October 1, 2018, Employee became a special advisor to Jacobs’ Chief Executive Officer (“
CEO
”), and as of the Transition Date Employee shall continue in this role on a modified full-time basis, with the expectation that Employee will work 21 hours per week during this period. Employee shall perform this advisory role until December 31, 2019, and his salary between April 1, 2019 and December 31, 2019 (the “
EA Period’
) shall be $83,333.33 per month. Such salary shall be paid, after applicable tax withholdings and deductions, in conformance with Jacobs’ normal payroll practices. During the EA Period, Employee shall not be eligible to receive any additional incentive compensation, such as cash bonuses or new equity awards, except as provided in Section 5 below to the extent any Fiscal Year 2018 incentive cash award is not paid until after the EA Period begins. The foregoing notwithstanding, nothing in this Agreement shall prohibit Jacobs from granting any voluntary special bonus to Employee in its sole discretion. Employee will accrue paid time off (“
PTO
”) during the EA Period and be eligible for holiday pay, which PTO accruals and holiday pay will be pro-rated based on Employee’s modified full-time employee status and the number of hours worked.
|
4.
|
Termination Payment
. Provided that Employee delivers to Jacobs a timely signed supplemental release agreement (“
Supplemental Release Agreement
”), attached hereto as Exhibit B, covering the employment period between the Effective Date of this Agreement and the Retirement Date, Employee shall receive a lump sum termination payment of $250,000.00 (Two Hundred Fifty Thousand Dollars and Zero Cents), less all applicable tax withholdings and deductions, within 30 days of the effective date of the Supplemental Release Agreement. Employee acknowledges and understands that he cannot sign the Supplemental Release Agreement until on or after the Retirement Date.
|
5.
|
Management Incentive Plan and/or Long Term Incentive Plan.
By signing below, Employee is not waiving any entitlement to receive a Fiscal Year 2018 Management Incentive Plan Award (estimated payout of $945,000.00), or his additional bonus opportunity award for Fiscal Year 2018 based on synergies achieved through integration following the merger of Jacobs and CH2M (estimated payout of $2,000,000.00), or any vesting under the Fiscal Year 2018 Long Term Incentive Plan which vesting (50% vesting of FY2018 LTIP grant in November 2018, and 50% vesting of FY2018 LTIP grant in November 2019) shall continue through the Retirement Date as per plan. Except as set forth herein, Employee acknowledges and agrees that, to the extent Employee has been and or currently is a participant in the Jacobs Management Incentive Plan (“
MIP
”) and/or the Jacobs Long Term Incentive Plan (“
LTIP
”), he will not be eligible to participate in, nor will he receive any awards (whether in cash, stock or other instrument) under, the MIP and/or the LTIP for Fiscal Year 2019 and/or any future year programs. Any unvested restricted stock units and/or performance stock units as of the Retirement Date, if any, shall be forfeited as per plan.
|
6.
|
Effect of Termination for Cause or Without Cause
. Should Employee’s employment with Jacobs be terminated Without Cause (as defined below) during the EA Period, Employee shall receive any then unpaid benefits under Section 3, Section 4 and Section 5, payable within thirty (30) days of such Without Cause termination date. For purposes of this Agreement, a “
Without Cause
” termination shall mean any involuntary termination of Employee’s Employment by Jacobs that is for any reason other than for Cause (as defined below), but shall not include any voluntary termination of employment by Employee for reason of retirement, resignation or job abandonment. “
Cause
” for purposes of this Agreement, shall mean and be limited to Jacobs’ termination of Employee’s employment with Jacobs following the occurrence of any one or more of the following:
|
a.
|
Employee is convicted of, or pleads guilty or
nolo contendere
to, a felony;
|
b.
|
Employee willfully and continually fails to substantially perform his duties with Jacobs (other than any such failure resulting from his incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to him by the Chief Executive Officer which specifically identifies the manner in which the Chief Executive Officer believes that Employee has not substantially performed his duties;
|
c.
|
Employee willfully engages in conduct that is materially injurious to Jacobs or its affiliates, monetarily or otherwise;
|
d.
|
Employee commits an act of gross misconduct in connection with the performance of his duties to Jacobs;
|
e.
|
Employee’s willful violation of any material Jacobs policy; or
|
f.
|
Employee materially breaches any employment, confidentiality, restrictive covenant or other similar agreement between Jacobs and Employee.
|
7.
|
Stock Incentives.
By signing below, Employee is not forfeiting any continued vesting through the Retirement Date of any restricted stock, performance stock and/or stock incentives he may have received prior to the Transition Date, nor is Employee forfeiting the ability to exercise any stock options through any applicable exercise date provided in the applicable stock option award agreement. Employee acknowledges that from and
|
8.
|
Other Employment
. If Employee accepts other employment without the prior written permission of Jacobs’ CEO prior to the Retirement Date, such action shall be deemed a voluntary resignation by Employee effective as of the date of his other employment, and Employee shall not be eligible to receive any of the benefits described in this Agreement that are then unpaid, including those specified in Section 3, Section 4 and/or Section 5 above, and all unvested benefits under any Jacobs benefit plan shall be handled, including with respect to forfeiture, as per plan in accordance with such voluntary resignation. The foregoing notwithstanding, Jacobs agrees that Employee may contract on a non-employee basis (e.g., as a Form 1099 contractor) with WorleyParsons at any time following the close of the transaction involving Jacobs’ sale of its ECR line of business to WorleyParsons, provided that Employee submits the contract to Jacobs’ CEO and SVP for Global Human Resources thirty days in advance of the date proposed for commencing such contractor relationship between Employee and WorleyParsons and further provided that Jacobs thereafter agrees to permit Employee to enter into that contractor relationship, which permission shall not be unreasonably withheld by Jacobs.
|
9.
|
Employee Death Prior To Retirement Date
. In the event of Employee’s death prior to the Retirement Date, the following benefits will be paid to his estate within thirty days after Jacobs receives notice of such death:
|
a.
|
all of Employee’s accrued PTO;
|
b.
|
any unpaid compensation for the services described in the
Executive Advisor
Section above; and
|
c.
|
the termination payment described in the
Termination Payment
Section, above. In the event Employee were to die prior to payment of any Fiscal Year 2018 cash incentives identified in the
Management Incentive Plan and/or Long Term Incentive Plan
Section, above, his estate shall receive such cash incentive (assuming such cash incentives have been awarded by Jacobs for Fiscal Year 2018 to participants under the applicable plans), within thirty days of the date payouts are made under the applicable incentive plan to other participants.
|
10.
|
Vested Benefits
. Nothing herein shall deprive Employee of any vested benefits that Employee has in the Jacobs' Section 401(k) or other employee benefit plan. Employee cannot withdraw or transfer funds in the 401(k) plan until after the Retirement Date, except as may be otherwise permitted under the terms of that plan.
|
11.
|
Executive Deferred Compensation
. Employee acknowledges that that under Section 409A of the Internal Revenue Code, as long as he does not experience a Separation from Service under Section 409A through the Retirement Date, then no distributions will be triggered before the Retirement Date. Employee understands that a participant in the Executive Deferral Plan (“
EDP
”) shall be considered to have experienced a termination of employment (and thus a Separation of Service) when the facts and circumstances indicate that the participant and his employer reasonably anticipate that either (a.) no further services will be performed for the employer after a certain date, or (b.) that the level of bona fide services the participant will perform for the employer after such date will permanently decrease to no more than 20% of the average level of bona fide services performed by such participant over the immediately preceding 36-month period. Employee and Jacobs agree that it is expected that Employee will work 21 hours per week from the Transition Date through the Retirement Date. The foregoing notwithstanding, Employee acknowledges and understands that if the facts and circumstances indicate either (a.) or (b.), above, distributions under the EDP will occur as per plan, irrespective of whether Employee continues in his employment status with Jacobs through the Retirement Date. Employee also acknowledges that a Separation from Service under Section 409A will occur upon Employee’s Retirement Date, and distributions under the EDP will occur as per plan.
|
12.
|
Acknowledgment of Full Payment.
Employee acknowledges that the payments and arrangements described herein shall constitute full and complete satisfaction of any and all amounts properly due and owing to Employee as a result of his employment with Jacobs through the Effective Date of this Agreement, and that in the absence of this Agreement, Employee would not be entitled to, among other things, the payment(s) and benefits specified in this Agreement.
|
13.
|
Other Employee Benefits
. Nothing herein shall deprive Employee of any vested benefits that Employee has in the Jacobs' Section 401(k) or other employee benefit plan.
Employees age 55 or older with at least five (5) years of service as of the Retirement Date may be eligible for participation in the Jacobs Aetna Retiree Health Access Program, subject to plan rules and availability. Employee should consult with Jacobs Employee Solutions & Information (“
JESI
”) regarding this program and eligibility.
|
14.
|
Right to Elect Continued Coverage.
Upon his Retirement Date, Employee may elect to continue health insurance coverage (medical, dental, vision, employee assistance program, and healthcare flexible spending account) as permitted under COBRA. Information on the COBRA Program and the cost to continue coverage will be mailed to Employee by Jacobs’ Corporate Human Resources Department following his Retirement Date. Employee will have 60 days after receipt of this information to elect COBRA participation, retroactive to the termination of Employee’s employment status. Employee should retain Employee’s medical cards if Employee plans to continue coverage. Employee should contact Jacobs’ Human Resources Department regarding conversion rights or porting rights for life and accident insurance coverage following the Retirement Date.
|
15.
|
Non-Disclosure of Trade Secrets, Confidential and Proprietary Information.
The termination of Employee’s employment does not terminate Employee’s obligations under the Employee Invention and Confidential Information Agreement (the “
EICI Agreement
”), the Jacobs Code of Conduct and/or this Agreement. Specifically, Jacobs may enforce the confidentiality provisions of the EICI Agreement, the Jacobs Code of Conduct and/or this Agreement even though Employee leaves its employ.
|
a.
|
All business development and client information within the exclusive control of Jacobs, including but not limited to:
|
i.
|
Current and prospective customer lists;
|
ii.
|
Current and prospective business projects;
|
iii.
|
Pricing, rates, schedules and method of bidding on individual projects;
|
iv.
|
Technical details and status reports involving current and prospective projects;
|
v.
|
Contracting strategies, philosophies and/or techniques;
|
vi.
|
Salary rates and benefit levels for Jacobs’ employees;
|
vii.
|
Employment and recruitment policies of Jacobs; and
|
viii.
|
Internal policies and procedures utilized by Jacobs in performing business projects and consulting work.
|
b.
|
Strategic business plans and marketing initiatives of Jacobs which are not general public knowledge.
|
c.
|
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.
|
16.
|
Immunity Under the Defend Trade Secrets Act of 2016.
The federal Defend Trade Secrets Act of 2016 provides immunity to Employee in certain circumstances for limited disclosure of Jacobs’ trade secrets:
|
a.
|
in confidence, either directly or indirectly to a federal, state or local government official, or to an attorney, “solely for the purpose of reporting or investigating a suspected violation of law,” or
|
b.
|
“in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.”
|
c.
|
Employee may disclose the trade secret to his attorney, and
|
d.
|
Employee may use the information in related court proceedings, as long as Employee files documents containing the trade secret under seal, and does not otherwise disclose the trade secret “except pursuant to court order.”
|
17.
|
Entire Agreement; Choice of Law.
This Agreement and the Supplemental Release Agreement constitute the entire agreements between the parties pertaining to the subject matter contained therein and, except as explicitly set forth in this Agreement and the Supplemental Release Agreement, supersede all prior and contemporaneous agreements, representations, and understandings of the parties. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by Employee and Jacobs’ CEO. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas (without giving effect to its conflicts of laws, rules or principles) and no failure or delay in exercising any right, power or privilege hereunder shall operate or a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
|
18.
|
Severability.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
|
19.
|
Release of Claims
. In further consideration of the foregoing, Employee (on behalf of himself and his agents, heirs, successors, assigns, executors and/or administrators) hereby releases and discharges Jacobs and its affiliated companies, subsidiaries, and Employee Benefit Plans (as defined below) and their respective present and former officers, directors, employees, shareholders, agents, representatives, consultants, insurers, plan administrators, trustees, fiduciaries, attorneys, successors and assigns (each individually a “
Releasee
” and collectively “
Releasees
”) from any and all matters, claims, demands, causes of action, debts, liabilities, controversies, judgments and suits of every kind and nature whatsoever, foreseen or unforeseen, known or unknown, whether in law or in equity, which Employee has or may have against the Releasees. This release includes, without limitation, all claims and causes of action, known or unknown by Employee, arising out of or in any way connected with Employee’s employment relationship with Jacobs through the Effective Date of this Agreement. This includes but is not limited to claims for damages, wages or other relief arising under federal, state, or local laws prohibiting employment discrimination and other unfair or unlawful treatment, including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act of 1967 (“
ADEA
”), the Americans with Disabilities Act Amendments Act of 2008 (“
ADAAA”)
, the Employee Retirement Income Security Act of 1974 (“
ERISA
”), the Lily Ledbetter Fair Pay Act of 2009, the Family Medical Leave Act of 2008 (“
FMLA
”), the Genetic Information Nondiscrimination Act of 2008 (“
GINA
”), the Equal Pay Act of 1963, as amended, 29 U.S.C. § 206(d)(1)-(4), the Rehabilitation Act of 1974, 29 U.S.C. § 701, et seq., the Health Insurance Portability and Accountability Act of 1996 (“
HIPAA
”), as amended, § 46 U.S.C. § 300gg, et seq., the Consolidated Omnibus Budget Reconciliation Act (“
COBRA
”), 29 U.S.C. § 1161, et seq., Executive Order 11246, the Worker Adjustment and Retraining Notification Act of 1988 (“
WARN Act
”), the Texas Commission on Human Rights Act, including Tex. Lab. Code § 21.051 and § 21.055, the Texas payday law, the Texas disability discrimination law, and the Texas whistleblower act. This release also includes, without limitation, any claims based on any federal, state, or local statute, law or ordinance of any jurisdiction relating to employment, employment discrimination, termination of employment, wages or benefits, contract (including, by way of example only, any of the Company’s policies, practices and/or plans), and any and all common law claims, including wrongful and/or retaliatory termination and/or discharge of employment claims, contract or promissory estoppel claims, intentional infliction of emotional distress claims, assault and battery claims, tort claims, including negligence claims, personal injury claims, third-party claims, slander, libel, and/or defamation claims, qui tam claims and whistleblower claims, and/or any other claims based on any state statute or law, contract, covenant of good faith and fair dealing, public policy or other theories, as well as any claim for attorney’s fees and/or costs or other expenses or fees. For purposes of this Agreement, “
Employee Benefit Plan
” means any employee benefit plan, as defined in ERISA Section 3(3), sponsored, or contributed to, by Jacobs or any Releasee. Employee expressly understands that among the various rights and claims being waived by him in this Agreement are those arising under the Age Discrimination in Employment Act, (29 U.S.C. § 621,
et
seq
.), as amended. Employee further warrants that he has not filed any claims against any of the Releasees.
|
20.
|
Defense and Indemnity Exception.
Notwithstanding the releases and waivers set forth in this Agreement, and if and only as applicable, Employee shall be provided with all rights of indemnification and defense provided to any officer or other executive of Jacobs under any of Jacobs’ bylaws, articles of incorporation, resolutions and/or insurance policies, and such rights are not waived by Employee by signing this Agreement.
|
21.
|
Consideration Period.
In order for this Agreement to become effective, Employee must timely return this Agreement, signed and dated, within the time set forth in this
Consideration Period
paragraph. Employee acknowledges that under the Age Discrimination in Employment Act, Employee has twenty-one (21) days within which to consider this Agreement before executing it. If, however, Employee executes this Agreement before the expiration of the 21-day consideration period, Employee acknowledges that he has knowingly and voluntarily waived the consideration period and further acknowledges that he has taken sufficient time to consider this Agreement before executing it.
|
22.
|
Revocation Period.
This Agreement shall not become binding on Employee until seven (7) calendar days after Employee signs. During this 7-day period, Employee may revoke this Agreement. Such revocation must be in writing, directed to Joanne Caruso, Chief Legal and Administrative Officer, Jacobs Engineering Group Inc., 1999 Bryan Street, Suite 1200, Dallas, Texas 75201, and received by Jacobs within said 7-day period. Upon expiration of the 7-day period, Employee acknowledges that this Agreement becomes binding on Employee, which shall be deemed the effective date (“
Effective Date
”).
|
23.
|
Individual Agreement.
This Agreement has been individually negotiated and is not part of a group exit incentive or other termination program.
|
24.
|
Entire Understanding; No Changes; Legal Review; Sophisticated Parties.
Employee and Jacobs acknowledge that this Agreement and the Supplemental Release Agreement sets forth the entire understanding between them. Neither party has relied upon any representation or statement with respect to the subject matter hereof, written or oral, not set forth in this Agreement and the Supplemental Release Agreement. This Agreement may not be changed orally, but only by a specific written agreement signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.
|
25.
|
Non-Disparagement.
Employee agrees that he will not in any way disparage Jacobs, including current or former officers, directors, agents and/or employees of Jacobs, nor will Employee make or solicit any comments, statements or the like to the media or to others, that may be considered to be derogatory or detrimental to the good name or business reputation of Jacobs. Employee’s non-disparagement obligations under this Agreement are not intended to interfere with or restrict Employee’s ability to communicate with any administrative, regulatory, governmental or law enforcement agency, or from testifying under the power of a subpoena issued from a court of competent jurisdiction.
|
26.
|
No Solicitation of Jacobs Employees.
Employee agrees and warrants that he will not, through the Retirement Date and for a period of one (1) year following the Retirement Date, either directly or indirectly, for himself or on behalf of any third party, solicit, induce, recruit, or cause another person in the employ of Jacobs to terminate his or her employment for the purpose of joining, associating or becoming employed with any business or activity which is in competition with any business or activity engaged in by Jacobs.
|
27.
|
No Solicitation of Jacobs Clients.
Employee agrees and warrants that he will not, through the Retirement Date and for a period of one (1) year following the Retirement Date, either directly or indirectly, for himself or on behalf of any third party, solicit, induce, recruit, encourage or otherwise endeavor to cause or attempt to cause any client, vendor or contractor of Jacobs to modify, alter and/or terminate its relationship with Jacobs.
|
28.
|
Return of Company Property.
Employee acknowledges that upon the Retirement Date, he shall return all Jacobs property, proprietary/confidential information, papers, manuals/notebooks, electronically stored data, software, media, documentation, diskettes, computer equipment and related devices, keys, credit cards, government contractor card and phone cards, and any Jacobs equipment or items to Jacobs. Further, Employee attests by signing below that Employee has not downloaded, transferred or removed any Jacobs trade secrets and/or confidential and proprietary information (including as set out in the
Non-Disclosure of Trade Secrets, Confidential and Proprietary Information
paragraph, above) to any devices or accounts, including without limitation other computers, notebooks, smart or mobile phones, thumb drives, external e-mail addresses, DVDs, CDs and/or external hard drives.
|
29.
|
Sensitive Information.
Employee recognizes that in Employee’s role(s) with the Jacobs, Employee has occupied a position of trust with respect to business information of a highly sensitive and confidential nature, including but not limited to, names and duties of key personnel, business and growth/expansion plans, marketing and business development initiatives and prospects, financial results and forecasts, bidding information, cost and charging rates and their make up and structure, customer lists, and profit and operating margins (“Sensitive Information”). (Sensitive Information does not include information that is generally available in the public domain, other than as a result of any action by Employee; provided, however, Sensitive Information shall not be deemed to be in the public domain merely because individual features of it are in the public domain unless the combination itself and the principle of operation are also in the public domain.)
|
a.
|
Disclose any Sensitive Information to any person, firm or corporation; or
|
b.
|
For a period of two (2) years immediately following the Retirement Date, make known to any person, firm or corporation the names or addresses of any of the customers of Jacobs or Jacobs’ affiliated companies or any other information pertaining to them that such recipient would be able to use in competition with Jacobs or Jacobs’ affiliated companies; or
|
c.
|
Work for a competitor on any proposal, bids, statements of qualifications, or other business development tasks (collectively, “proposals”) that are open and not yet awarded as of the Transition Date and/or Retirement Date that Jacobs is exploring, pursing and/or bidding upon (collectively, “open pursuits”) and about which Employee learned of Jacobs’, its clients’ and/or its business affiliates’ Sensitive Information. Employee agrees that he shall remove himself/herself from working, directly or indirectly, on any such open pursuits for a competitor since it would not be possible for Employee to assist a competitor in submitting any proposals or refining offers on the same open pursuits without using and inevitably disclosing Jacobs’, its clients’ and/or its business affiliates’ Sensitive Information. Subject to any other provisions in this Agreement, nothing in this paragraph prohibits Employee from working on any proposals for a competitor company where the proposals are initiated or requested by the soliciting party after the Retirement Date.
|
30.
|
Voluntary Agreement.
EMPLOYEE UNDERSTANDS THAT THIS AGREEMENT INVOLVES THE KNOWING AND VOLUNTARY RELEASE OF KNOWN AND UNKNOWN CLAIMS BY EMPLOYEE AGAINST JACOBS. EMPLOYEE UNDERSTANDS THAT HE HAS THE RIGHT TO, AND HAS BEEN GIVEN THE OPPORTUNITY TO, CONSULT WITH AN ATTORNEY OF HIS CHOICE. EMPLOYEE ACKNOWLEDGES THAT HE HAS BEEN (AND HEREBY IS) ADVISED BY JACOBS THAT HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT. EMPLOYEE
|
31.
|
Arbitration.
The parties agree that the arbitration of disputes provides mutual advantages in terms of facilitating the fair and expeditious resolution of disputes. In consideration of these mutual advantages, the parties agree to the Arbitration Procedures set forth in Exhibit “A” attached hereto.
|
(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
|
1.
|
Incorporation of Certain Provision of the Retirement Agreement; No Double Payments
. Employee and Jacobs acknowledge and agree that the following paragraphs of and exhibits to the Retirement Agreement are incorporated by reference as if fully set forth in this Supplemental Release Agreement:
Resignation of Officer and Director Positions, and Supersession of Prior Agreements and Specified Severance Benefits
,
Management Incentive Plan and/or Long Term Incentive Plan
,
Stock Incentives
,
Other Employee Benefits
,
Non-Disclosure of Trade Secrets, Confidential and Proprietary Information
,
Immunity Under the Defend Trade Secrets Act of 2016
,
Defense and Indemnity Exception
,
Non-Disparagement
,
No Solicitation of Jacobs Employees
,
No Solicitation of Jacobs Clients
,
Return of Company Property
,
Sensitive Information
, and
Arbitration
and the Exhibit A, Arbitration Procedures. For the avoidance of any doubt, Employee acknowledges and agrees that this
Incorporation of Certain Provision of the Retirement Agreement; No Double Payments
paragraph does not create any obligation by Jacobs to make, or create any right to Employee to receive, double payment(s) and/or provision(s) of amounts and benefits already paid and/or provided to Employee under the Retirement Agreement.
|
2.
|
Termination of Employment.
Employee retired from Jacobs effective December 31, 2019 (the “
Retirement Date
”).
|
3.
|
Payment of Amounts Owed.
Employee acknowledges that Jacobs will pay all remuneration owed to him as a result of his employment with Jacobs through the Retirement Date. Any outstanding expense reports for expenses incurred by Employee in the course of his employment with Jacobs through the Retirement Date will be paid to Employee in accordance with normal approval and payment procedures. Accrued but unused paid time off (“PTO”) will be paid out in accordance with standard practice.
|
4.
|
Termination Payment
. Provided that Employee timely signs this Supplemental Release Agreement, Employee shall receive a lump sum termination payment of $250,000.00 (Two Hundred Fifty Thousand Dollars and Zero Cents), less all applicable tax withholdings and deductions, within 30 days of the Effective Date (as defined below) of this Supplemental Release Agreement. Employee acknowledges that this payment fully satisfies the
Termination Payment
provision of the Retirement Agreement.
|
5.
|
Acknowledgment of Full Payment.
Employee acknowledges that the payments and arrangements described in the Retirement Agreement and in this Supplemental Release Agreement shall constitute full and complete
|
6.
|
Entire Agreement; Choice of Law.
This Supplemental Release Agreement and the Retirement Agreement constitute the entire agreements between the parties pertaining to the subject matter contained therein and, except as explicitly set forth in the Supplemental Release Agreement and the Retirement Agreement, supersede all prior and contemporaneous agreements, representations, and understandings of the parties. No provision of this Supplemental Release Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by Employee and Jacobs’ Chief Executive Officer (“
CEO
”). The validity, interpretation, construction and performance of this Supplemental Release Agreement shall be governed by the laws of the State of Texas (without giving effect to its conflicts of laws, rules or principles) and no failure or delay in exercising any right, power or privilege hereunder shall operate or a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
|
7.
|
Severability.
The invalidity or unenforceability of any provision of this Supplemental Release Agreement shall not affect the validity or enforceability of any other provision of this Supplemental Release Agreement, which shall remain in full force and effect.
|
8.
|
Release of Claims
. In further consideration of the foregoing and the payments and benefits under the Retirement Agreement, Employee (on behalf of himself and his agents, heirs, successors, assigns, executors and/or administrators) hereby releases and discharges Jacobs and its affiliated companies, subsidiaries, and Employee Benefit Plans (as defined below) and their respective present and former officers, directors, employees, shareholders, agents, representatives, consultants, insurers, plan administrators, trustees, fiduciaries, attorneys, successors and assigns (each individually a “
Releasee
” and collectively “
Releasees
”) from any and all matters, claims, demands, causes of action, debts, liabilities, controversies, judgments and suits of every kind and nature whatsoever, foreseen or unforeseen, known or unknown, whether in law or in equity, which Employee has or may have against the Releasees. This release includes, without limitation, all claims and causes of action, known or unknown by Employee, arising out of or in any way connected with Employee’s employment relationship with Jacobs through the Effective Date of this Supplemental Release Agreement. This includes but is not limited to claims for damages, wages or other relief arising under federal, state, or local laws prohibiting employment discrimination and other unfair or unlawful treatment, including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act of 1967 (“
ADEA
”), the Americans with Disabilities Act Amendments Act of 2008 (“
ADAAA”)
, the Employee Retirement Income Security Act of 1974 (“
ERISA
”), the Lily Ledbetter Fair Pay Act of 2009, the Family Medical Leave Act of 2008 (“
FMLA
”), the Genetic Information Nondiscrimination Act of 2008 (“
GINA
”), the Equal Pay Act of 1963, as amended, 29 U.S.C. § 206(d)(1)-(4), the Rehabilitation Act of 1974, 29 U.S.C. § 701, et seq., the Health Insurance Portability and Accountability Act of 1996 (“
HIPAA
”), as amended, § 46 U.S.C. § 300gg, et seq., the Consolidated Omnibus Budget Reconciliation Act (“
COBRA
”), 29 U.S.C. § 1161, et seq., Executive Order 11246, the Worker Adjustment and Retraining Notification Act of 1988 (“
WARN Act
”), the Texas Commission on Human Rights Act, including Tex. Lab. Code § 21.051 and § 21.055, the Texas payday law, the Texas disability discrimination law, and the Texas whistleblower act. This release also includes, without limitation, any claims based on any federal, state, or local statute, law or ordinance of any jurisdiction relating to employment, employment discrimination, termination of employment, wages or benefits, contract (including, by way of example only, any of the
|
9.
|
Consideration Period.
In order for this Supplemental Release Agreement to become effective, Employee must timely return this Supplemental Release Agreement, signed and dated, within the time set forth in this
Consideration Period
paragraph. Employee acknowledges that under the Age Discrimination in Employment Act, Employee has twenty-one (21) days from the Retirement Date within which to consider this this Supplemental Release Agreement before executing it, and further acknowledges that Employee has in fact had greater than twenty-one (21) days from the effective date of the Retirement Agreement to consider this Supplemental Release Agreement. Employee acknowledges that if he executes this Supplemental Release Agreement before the expiration of the 21-day consideration period, Employee does so knowingly, voluntarily and having waived the consideration period, and further acknowledges that he has taken sufficient time to consider this Supplemental Release Agreement before executing it.
|
10.
|
Revocation Period.
This Supplemental Release Agreement shall not become binding on Employee until seven (7) calendar days after Employee signs it upon or after the Retirement Date. During this 7-day period, Employee may revoke this Supplemental Release Agreement. Such revocation must be in writing, directed to Joanne Caruso, Chief Legal and Administrative Officer, Jacobs Engineering Group Inc., 1999 Bryan Street, Suite 1200, Dallas, Texas 75201, and received by Jacobs within said 7-day period. Upon expiration of the 7-day period, Employee acknowledges that this Supplemental Release Agreement becomes binding on Employee, which shall be deemed the Effective Date.
|
11.
|
Entire Understanding; No Changes; Legal Review; Sophisticated Parties.
Employee and Jacobs acknowledge that this Supplemental Release Agreement and the Retirement Agreement sets forth the entire understanding between them. Neither party has relied upon any representation or statement with respect to the subject matter hereof, written or oral, not set forth in this Supplemental Release Agreement and the Retirement Agreement. This Supplemental Release Agreement may not be changed orally, but only by a specific written agreement
|
12.
|
Voluntary Agreement.
EMPLOYEE UNDERSTANDS THAT THIS SUPPLEMENTAL RELEASE AGREEMENT INVOLVES THE KNOWING AND VOLUNTARY RELEASE OF KNOWN AND UNKNOWN CLAIMS BY EMPLOYEE AGAINST JACOBS. EMPLOYEE UNDERSTANDS THAT HE HAS THE RIGHT TO, AND HAS BEEN GIVEN THE OPPORTUNITY TO, CONSULT WITH AN ATTORNEY OF HIS CHOICE. EMPLOYEE ACKNOWLEDGES THAT HE HAS BEEN (AND HEREBY IS) ADVISED BY JACOBS THAT HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS SUPPLEMENTAL RELEASE AGREEMENT. EMPLOYEE FURTHER ACKNOWLEDGES THAT HE HAS NOT BEEN DISCOURAGED OR DISSUADED FROM CONSULTING WITH AN ATTORNEY BY JACOBS.
|
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 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 Group Australia Investments Pty Ltd
|
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
|
%
|
|
Jacobs Group (Australia) Pty Ltd, a corporation of Australia
|
100.00
|
%
|
|
Aquenta Consulting 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
|
%
|
|
Jacobs Group Investments Australia Pty Ltd, a corporation of Australia
|
95.00
|
%
|
|
Jacobs (Thailand) Co., Ltd., 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
|
%
|
|
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
|
99.90
|
%
|
|
PT Jacobs Group Indonesia, a corporation of Indonesia
|
99.50
|
%
|
|
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
|
%
|
|
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
|
%
|
|
CODE International Assurance Ltd., a corporation of Nevada
|
100.00
|
%
|
|
Jacobs Engineering SA, (short name is JESA) a corporation of Morocco
|
50.00
|
%
|
|
Transportation Engineering and Management Consultants Maroc, a corporation of Morocco (Short name: Team Maroc)
|
100.00
|
%
|
|
Jacobs Engineering SA International (short name JESA International), a corporation of Morocco
|
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 Industrial Services 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 Engineering 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
|
%
|
|
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
|
%
|
|
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
|
%
|
|
JacobsGIBB Limited, 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
|
%
|
|
Jacobs Italia, SpA, a corporation of Italy
|
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, 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
|
|
|
|
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 Pan-American Corporation, a corporation of Panama
|
100.00
|
%
|
|
Jacobs Holdings Singapore Pte. Limited., a corporation of Singapore
|
100.00
|
%
|
|
SKM (Singapore) Pte Ltd. 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
|
%
|
|
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 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
|
%
|
|
Blue Canopy Group, LLC, a limited liability company of Virginia
|
100.00
|
%
|
|
BC Fed Group, LLC, a limited liability company of Virginia
|
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
|
%
|
|
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, Inc., a corporation of Florida
|
100.00
|
%
|
|
Iffland Kavanagh Waterbury, P.L.L.C., a limited liability company of New York
|
100.00
|
%
|
|
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
|
%
|
|
CH2M HILL Companies, Ltd., a corporation of Delaware
|
100.00
|
%
|
|
CH2M HILL, Inc., a corporation of Florida
|
100.00
|
%
|
|
CH2M HILL Constructors, Inc., a corporation of Delaware
|
100.00
|
%
|
|
CH2M Facility Support Services, LLC, a limited liability company of Delaware
|
100.00
|
%
|
|
CH2M HILL International, Ltd., a corporation of Delaware
|
100.00
|
%
|
|
CH2M HILL International Engineering, Inc., a corporation of Delaware
|
100.00
|
%
|
|
CH2M HILL Argentina S.A, a corporation of Argentina
|
90.399%(7)*
|
|
|
CH2M HILL do Brasil Engenharia Ltda., a corporation of Brazil
|
97.159%(8)*
|
|
|
CHIHB, LP, a limited liability partnership of Bermuda
|
89.44%(9)*
|
|
|
CH2M HILL Europe Limited, a corporation of the United Kingdom
|
100.00
|
%
|
|
Halcrow Holdings Limited, a corporation of the United Kingdom
|
100.00
|
%
|
|
Halcrow Consulting Limited, a corporation of the United Kingdom
|
100.00
|
%
|
|
Halcrow Group Limited, a corporation of the United Kingdom
|
100.00
|
%
|
|
Halcrow International Limited, a corporation of the United Kingdom
|
100.00
|
%
|
|
CHNG B.V., a corporation of the Netherlands
|
100.00
|
%
|
|
CH2M HILL Energy Canada, Limited, a corporation of Canada
|
100.00
|
%
|
|
CH2M HILL Netherlands Holding B.V., a corporation of the Netherlands
|
100.00
|
%
|
|
CH2M HILL Canada Limited, a corporation of Canada
|
100.00
|
%
|
|
CH2M HILL De Mexico S. De R.L. De C.V.
|
99.00%(10)*
|
|
|
CH2M HILL International B.V., a corporation of the Netherlands
|
100.00
|
%
|
|
CH2M HILL Singapore Pte. Ltd.
|
100.00
|
%
|
|
CHVENG, LLC, a limited liability company of Delaware
|
100.00
|
%
|
|
CH2M HILL Alaska, Inc., a corporation of Alaska
|
100.00
|
%
|
|
Operations Management International, Inc., a corporation of California
|
100.00
|
%
|
|
CH2M HILL Global, Inc., a corporation of Delaware
|
100.00
|
%
|
|
CH2M HILL Engineers, Inc., a
corporation of Delaware
|
100.00
|
%
|
|
LG Constructors Inc., a
corporation of Delaware
|
100.00
|
%
|
|
CH2M HILL Constructors International, Inc., a corporation of Delaware
|
100.00
|
%
|
|
(1)
|
*Ownership is divided between Jacobs Norway AS (25.1%), Sinclair Knight Merz (Europe) Ltd. (74.7%)
|
(2)
|
*Ownership divided between Sinclair Knight Merz (Europe) Ltd. (50%) and Sinclair Knight Merz (NZ)
|
(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
|
(6)
|
*Ownership is divided between Jacobs Engineering Espana S.L., Jacobs Luxembourg S.a.r.l. and Jacobs
|
(7)
|
*Ownership is divided between CH2M HILL International, Ltd. (90.399%) and CH2M HILL
|
(8)
|
* Ownership is divided between CH2M HILL International, Ltd. (97.159%), Halcrow International
|
(9)
|
*Ownership is divided between CH2M HILL International, Ltd. (89.44%), CHIH, LLC (.58%), CH2M
|
(10)
|
* Ownership is divided between CH2M HILL Netherlands Holdings B.V. and CH2M HILL
|
(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 Nos. 333-67048 and 333-216176) pertaining to the Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan, as amended and restated,
|
(3)
|
Registration Statement (Form S-8 Nos. 333-38984 and 333-209860) pertaining to the Jacobs Engineering Group Inc. 1999 Outside Director Stock Plan, as amended and restated,
|
(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 Nos. 333-157015 and 333-216176) pertaining to the Jacobs Engineering Group Inc. 1989 Employee Stock Purchase Plan, as amended and restated,
|
(6)
|
Registration Statement (Form S-4 No. 333-147936) and related Prospectus of Jacobs Engineering Group Inc.,
|
(7)
|
Registration Statement (Form S-4 No. 333-220524 as amended) and Related Prospectus of Jacobs Engineering Group Inc., and
|
(8)
|
Registration Statement (Form S-8 No. 333-222084) pertaining to the CH2M HILL Companies, Ltd. Amended and Restated Long-Term Incentive Plan, as amended;
|
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 21, 2018
|
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 21, 2018
|
/s/ Steven J. Demetriou
|
Steven J. Demetriou
|
Chief Executive Officer
|
|
November 21, 2018
|
/s/ Kevin C. Berryman
|
Kevin C. Berryman
|
Executive Vice President
|
and Chief Financial Officer
|
|
November 21, 2018
|
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
|
|
|
|
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
|
|
|
|
Mine ID: 29-00762 Contractor ID: 1PL
|
|
|
|
|
|
—
|
|
No
|
No
|
|
|
|
Mine ID: 26-02755 Contractor ID: 1PL
|
|
|
|
|
|
—
|
|
No
|
No
|
|
|
|
Mine ID: 04-00743 Contractor ID:Y713
|
|
|
|
|
|
|
|
No
|
No
|
|
|
|
Totals
|
—
|
—
|
—
|
—
|
—
|
$—
|
|
No
|
No
|
—
|
—
|
—
|
1.
|
Jacobs received zero MSHA citations during the fiscal year ended September 28, 2018.
|
2.
|
Jacobs has no pending citations. Jacobs has vacated, reduced, abated and resolved all citations from previous fiscal years.
|