x
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
|
95-4081636
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
|
|
1999 Bryan Street, Suite 1200, Dallas, Texas
|
75201
|
(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
|
x
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Accelerated filer
|
o
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Non-accelerated filer
|
o
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Smaller reporting company
|
o
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Emerging growth company
|
o
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Page No.
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PART I
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 1.
|
||
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Item 1A.
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||
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 1.
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Financial Statements.
|
|
December 28, 2018
|
|
September 28, 2018
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
886,707
|
|
|
$
|
772,220
|
|
Receivables and contract assets
|
2,681,908
|
|
|
2,513,934
|
|
||
Prepaid expenses and other
|
128,977
|
|
|
171,096
|
|
||
Current assets held for sale
|
1,201,270
|
|
|
1,099,334
|
|
||
Total current assets
|
4,898,862
|
|
|
4,556,584
|
|
||
Property, Equipment and Improvements, net
|
256,488
|
|
|
257,859
|
|
||
Other Noncurrent Assets:
|
|
|
|
||||
Goodwill
|
4,771,086
|
|
|
4,795,856
|
|
||
Intangibles, net
|
552,030
|
|
|
572,952
|
|
||
Miscellaneous
|
785,884
|
|
|
760,854
|
|
||
Noncurrent assets held for sale
|
1,680,909
|
|
|
1,701,690
|
|
||
Total other noncurrent assets
|
7,789,909
|
|
|
7,831,352
|
|
||
|
$
|
12,945,259
|
|
|
$
|
12,645,795
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Notes payable
|
$
|
3,136
|
|
|
$
|
3,172
|
|
Accounts payable
|
895,434
|
|
|
776,189
|
|
||
Accrued liabilities
|
994,111
|
|
|
1,167,002
|
|
||
Contract liabilities
|
409,764
|
|
|
377,760
|
|
||
Current liabilities held for sale
|
792,279
|
|
|
821,570
|
|
||
Total current liabilities
|
3,094,724
|
|
|
3,145,693
|
|
||
Long-term Debt
|
2,668,993
|
|
|
2,144,167
|
|
||
Other Deferred Liabilities
|
1,201,786
|
|
|
1,260,977
|
|
||
Noncurrent liabilities held for sale
|
138,722
|
|
|
150,604
|
|
||
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—140,399,713 shares and 142,217,933 shares as of December 28, 2018 and September 28, 2018, respectively |
140,400
|
|
|
142,218
|
|
||
Additional paid-in capital
|
2,672,390
|
|
|
2,708,839
|
|
||
Retained earnings
|
3,796,864
|
|
|
3,809,991
|
|
||
Accumulated other comprehensive loss
|
(856,552
|
)
|
|
(806,703
|
)
|
||
Total Jacobs stockholders’ equity
|
5,753,102
|
|
|
5,854,345
|
|
||
Noncontrolling interests
|
87,932
|
|
|
90,009
|
|
||
Total Group stockholders’ equity
|
5,841,034
|
|
|
5,944,354
|
|
||
|
$
|
12,945,259
|
|
|
$
|
12,645,795
|
|
|
For the Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Revenues
|
$
|
3,083,788
|
|
|
$
|
1,783,999
|
|
Direct cost of contracts
|
(2,515,268
|
)
|
|
(1,441,905
|
)
|
||
Gross profit
|
568,520
|
|
|
342,094
|
|
||
Selling, general and administrative expenses
|
(455,390
|
)
|
|
(346,764
|
)
|
||
Operating Profit
|
113,130
|
|
|
(4,670
|
)
|
||
Other Income (Expense):
|
|
|
|
||||
Interest income
|
2,104
|
|
|
3,834
|
|
||
Interest expense
|
(25,325
|
)
|
|
(7,092
|
)
|
||
Miscellaneous income (expense), net
|
2,282
|
|
|
1,225
|
|
||
Total other (expense) income, net
|
(20,939
|
)
|
|
(2,033
|
)
|
||
Earnings from Continuing Operations Before Taxes
|
92,191
|
|
|
(6,703
|
)
|
||
Income Tax Expense for Continuing Operations
|
(22,758
|
)
|
|
(27,200
|
)
|
||
Net Earnings of the Group from Continuing Operations
|
69,433
|
|
|
(33,903
|
)
|
||
Net Earnings of the Group from Discontinued Operations
|
60,158
|
|
|
36,464
|
|
||
Net Earnings of the Group
|
129,591
|
|
|
2,561
|
|
||
Net (Earnings) Loss Attributable to Noncontrolling Interests from Continuing Operations
|
(4,539
|
)
|
|
(331
|
)
|
||
Net Earnings Attributable to Jacobs from Continuing Operations
|
64,894
|
|
|
(34,234
|
)
|
||
Net (Earnings) Loss Attributable to Noncontrolling Interests from Discontinued Operations
|
(756
|
)
|
|
(67
|
)
|
||
Net Earnings Attributable to Jacobs from Discontinued Operations
|
59,402
|
|
|
36,397
|
|
||
Net Earnings Attributable to Jacobs
|
$
|
124,296
|
|
|
$
|
2,163
|
|
Net Earnings Per Share:
|
|
|
|
||||
Basic Net Earnings from Continuing Operations Per Share
|
$
|
0.45
|
|
|
$
|
(0.27
|
)
|
Basic Net Earnings from Discontinued Operations Per Share
|
$
|
0.42
|
|
|
$
|
0.29
|
|
Basic Earnings Per Share
|
$
|
0.87
|
|
|
$
|
0.02
|
|
|
|
|
|
||||
Diluted Net Earnings from Continuing Operations Per Share
|
$
|
0.45
|
|
|
$
|
(0.27
|
)
|
Diluted Net Earnings from Discontinued Operations Per Share
|
$
|
0.41
|
|
|
$
|
0.29
|
|
Diluted Earnings Per Share
|
$
|
0.86
|
|
|
$
|
0.02
|
|
|
For the Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Net Earnings of the Group
|
$
|
129,591
|
|
|
$
|
2,561
|
|
Other Comprehensive Income (Loss):
|
|
|
|
||||
Foreign currency translation adjustment
|
(52,400
|
)
|
|
20,168
|
|
||
Gain (loss) on cash flow hedges
|
1,790
|
|
|
890
|
|
||
Change in pension and retiree medical plan liabilities
|
1,825
|
|
|
3,596
|
|
||
Other comprehensive income (loss) before taxes
|
(48,785
|
)
|
|
24,654
|
|
||
Income Tax Expense:
|
|
|
|
||||
Cash flow hedges
|
(543
|
)
|
|
—
|
|
||
Change in pension and retiree medical plan liabilities
|
(521
|
)
|
|
(125
|
)
|
||
Income Tax (Expense) Benefit:
|
(1,064
|
)
|
|
(125
|
)
|
||
Net other comprehensive income (loss)
|
(49,849
|
)
|
|
24,529
|
|
||
Net Comprehensive Income (Loss) of the Group
|
79,742
|
|
|
27,090
|
|
||
Net (Earnings) Loss Attributable to Noncontrolling Interests
|
(5,295
|
)
|
|
(398
|
)
|
||
Net Comprehensive Income (Loss) Attributable to Jacobs
|
$
|
74,447
|
|
|
$
|
26,692
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Jacobs Stockholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Group Stockholders’ Equity
|
||||||||||||||
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
|
—
|
|
|
—
|
|
|
2,163
|
|
|
—
|
|
|
2,163
|
|
|
398
|
|
|
2,561
|
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
20,168
|
|
|
20,168
|
|
|
—
|
|
|
20,168
|
|
|||||||
Pension and retiree medical plan liability, net of deferred taxes of $125
|
—
|
|
|
—
|
|
|
—
|
|
|
3,471
|
|
|
3,471
|
|
|
—
|
|
|
3,471
|
|
|||||||
Gain on derivatives, net of deferred taxes of $ -
|
—
|
|
|
—
|
|
|
—
|
|
|
890
|
|
|
890
|
|
|
—
|
|
|
890
|
|
|||||||
Noncontrolling interest acquired /
consolidated |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,360
|
|
|
41,360
|
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
7,705
|
|
|
—
|
|
|
7,705
|
|
|
(8,121
|
)
|
|
(416
|
)
|
|||||||
Stock based compensation
|
—
|
|
|
26,473
|
|
|
(1,854
|
)
|
|
—
|
|
|
24,619
|
|
|
—
|
|
|
24,619
|
|
|||||||
Issuances of equity securities including shares withheld for taxes
|
21,171
|
|
|
1,361,757
|
|
|
(1,185
|
)
|
|
—
|
|
|
1,381,743
|
|
|
—
|
|
|
1,381,743
|
|
|||||||
Balances at December 29, 2017
|
$
|
141,557
|
|
|
$
|
2,628,012
|
|
|
$
|
3,728,527
|
|
|
$
|
(628,985
|
)
|
|
$
|
5,869,111
|
|
|
$
|
92,636
|
|
|
$
|
5,961,747
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances at September 28, 2018
|
$
|
142,218
|
|
|
$
|
2,708,839
|
|
|
$
|
3,809,991
|
|
|
$
|
(806,703
|
)
|
|
$
|
5,854,345
|
|
|
$
|
90,009
|
|
|
$
|
5,944,354
|
|
Net earnings
|
—
|
|
|
—
|
|
|
124,296
|
|
|
—
|
|
|
124,296
|
|
|
5,295
|
|
|
129,591
|
|
|||||||
Adoption of ASC 606, net of deferred taxes of ($10,285)
|
—
|
|
|
—
|
|
|
(37,209
|
)
|
|
—
|
|
|
(37,209
|
)
|
|
—
|
|
|
(37,209
|
)
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(52,400
|
)
|
|
(52,400
|
)
|
|
—
|
|
|
(52,400
|
)
|
|||||||
Pension and retiree medical plan liability, net of deferred taxes of $521
|
—
|
|
|
—
|
|
|
—
|
|
|
1,304
|
|
|
1,304
|
|
|
—
|
|
|
1,304
|
|
|||||||
Gain on derivatives, net of deferred taxes of $543
|
—
|
|
|
—
|
|
|
—
|
|
|
1,247
|
|
|
1,247
|
|
|
—
|
|
|
1,247
|
|
|||||||
Noncontrolling interest acquired /
consolidated |
—
|
|
|
(1,113
|
)
|
|
—
|
|
|
—
|
|
|
(1,113
|
)
|
|
—
|
|
|
(1,113
|
)
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
(233
|
)
|
|
—
|
|
|
(233
|
)
|
|
|
|
|
(233
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,372
|
)
|
|
(7,372
|
)
|
|||||||
Stock based compensation
|
—
|
|
|
15,588
|
|
|
6
|
|
|
—
|
|
|
15,594
|
|
|
—
|
|
|
15,594
|
|
|||||||
Issuances of equity securities including shares withheld for taxes
|
506
|
|
|
(6,507
|
)
|
|
(4,929
|
)
|
|
—
|
|
|
(10,930
|
)
|
|
—
|
|
|
(10,930
|
)
|
|||||||
Repurchases of equity securities
|
(2,324
|
)
|
|
(44,417
|
)
|
|
(95,058
|
)
|
|
—
|
|
|
(141,799
|
)
|
|
—
|
|
|
(141,799
|
)
|
|||||||
Balances at December 28, 2018
|
$
|
140,400
|
|
|
$
|
2,672,390
|
|
|
$
|
3,796,864
|
|
|
$
|
(856,552
|
)
|
|
$
|
5,753,102
|
|
|
$
|
87,932
|
|
|
$
|
5,841,034
|
|
|
For the Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net earnings attributable to the Group
|
$
|
129,591
|
|
|
$
|
2,561
|
|
Adjustments to reconcile net earnings to net cash flows provided by operations:
|
|
|
|
||||
Depreciation and amortization:
|
|
|
|
||||
Property, equipment and improvements
|
20,321
|
|
|
24,832
|
|
||
Intangible assets
|
19,285
|
|
|
14,695
|
|
||
(Gain) Loss on disposal of businesses and investments
|
—
|
|
|
(226
|
)
|
||
Stock based compensation
|
15,594
|
|
|
24,619
|
|
||
Equity in earnings of operating ventures, net
|
(3,141
|
)
|
|
(3,631
|
)
|
||
(Gain) Losses on disposals of assets, net
|
511
|
|
|
(20
|
)
|
||
Loss (Gain) on pension and retiree medical plan changes
|
(2,172
|
)
|
|
3,819
|
|
||
Deferred income taxes
|
(26,080
|
)
|
|
(11,951
|
)
|
||
Changes in assets and liabilities, excluding the effects of businesses acquired:
|
|
|
|
||||
Receivables and contract assets
|
(299,061
|
)
|
|
15,749
|
|
||
Prepaid expenses and other current assets
|
39,198
|
|
|
(1,550
|
)
|
||
Accounts payable
|
18,891
|
|
|
(38,875
|
)
|
||
Accrued liabilities
|
(169,948
|
)
|
|
(110,140
|
)
|
||
Contract liabilities
|
119,641
|
|
|
71,587
|
|
||
Other deferred liabilities
|
(80,439
|
)
|
|
5,997
|
|
||
Other, net
|
(6,892
|
)
|
|
49,420
|
|
||
Net cash (used for) provided by operating activities
|
(224,701
|
)
|
|
46,886
|
|
||
Cash Flows Used for Investing Activities:
|
|
|
|
||||
Additions to property and equipment
|
(20,721
|
)
|
|
(22,450
|
)
|
||
Disposals of property and equipment
|
205
|
|
|
104
|
|
||
Distributions of capital from (contributions to) equity investees
|
(966
|
)
|
|
(607
|
)
|
||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(1,365,809
|
)
|
||
Purchases of noncontrolling interests
|
(1,113
|
)
|
|
—
|
|
||
Net cash used for investing activities
|
(22,595
|
)
|
|
(1,388,762
|
)
|
||
Cash Flows Provided by Financing Activities:
|
|
|
|
||||
Proceeds from long-term borrowings
|
851,156
|
|
|
2,733,475
|
|
||
Repayments of long-term borrowings
|
(323,842
|
)
|
|
(1,090,329
|
)
|
||
Proceeds from short-term borrowings
|
—
|
|
|
721
|
|
||
Repayments of short-term borrowings
|
(257
|
)
|
|
(721
|
)
|
||
Proceeds from issuances of common stock
|
7,582
|
|
|
14,454
|
|
||
Common stock repurchases
|
(141,799
|
)
|
|
—
|
|
||
Taxes paid on vested restricted stock
|
(18,512
|
)
|
|
(13,780
|
)
|
||
Cash dividends, including to noncontrolling interests
|
(28,603
|
)
|
|
(18,143
|
)
|
||
Net cash provided by (used for) financing activities
|
345,725
|
|
|
1,625,677
|
|
||
Effect of Exchange Rate Changes
|
22,115
|
|
|
1,887
|
|
Net Increase in Cash and Cash Equivalents
|
120,544
|
|
|
285,688
|
|
||
Cash and Cash Equivalents at the Beginning of the Period
|
793,358
|
|
|
774,151
|
|
||
Cash and Cash Equivalents at the End of the Period
|
913,902
|
|
|
1,059,839
|
|
||
Less Cash and Cash Equivalents included in Assets held for Sale
|
(27,195
|
)
|
|
(30,615
|
)
|
||
Cash and Cash Equivalents of Continuing Operations at the End of the Period
|
$
|
886,707
|
|
|
$
|
1,029,224
|
|
1.
|
Basis of Presentation
|
•
|
References herein to “Jacobs” are to Jacobs Engineering Group Inc. and its predecessors;
|
•
|
References herein to the “Company”, “we”, “us” or “our” are to Jacobs Engineering Group Inc. and its consolidated subsidiaries; and
|
•
|
References herein to the “Group” are to the combined economic interests and activities of the Company and the persons and entities holding noncontrolling interests in our consolidated subsidiaries.
|
2.
|
Use of Estimates and Assumptions
|
3.
|
Fair Value and Fair Value Measurements
|
4.
|
New Accounting Pronouncements
|
5.
|
Business Combinations
|
Assets
|
|
||
Cash and cash equivalents
|
$
|
315.2
|
|
Receivables
|
1,120.6
|
|
|
Prepaid expenses and other
|
72.7
|
|
|
Property, equipment and improvements, net
|
175.1
|
|
|
Goodwill
|
3,101.0
|
|
|
Identifiable intangible assets:
|
|
||
Customer relationships, contracts and backlog
|
412.3
|
|
|
Lease intangible assets
|
4.4
|
|
|
Total identifiable intangible assets
|
416.7
|
|
|
Miscellaneous
|
543.6
|
|
|
Total Assets
|
$
|
5,744.9
|
|
|
|
||
Liabilities
|
|
||
Notes payable
|
$
|
2.2
|
|
Accounts payable
|
309.6
|
|
|
Accrued liabilities
|
735.7
|
|
|
Billings in excess of costs
|
260.8
|
|
|
Identifiable intangible liabilities:
|
|
||
Lease intangible liabilities
|
9.6
|
|
|
Long-term debt
|
706.0
|
|
|
Other deferred liabilities
|
659.0
|
|
|
Total Liabilities
|
2,682.9
|
|
|
Noncontrolling interests
|
(37.3
|
)
|
|
Net assets acquired
|
$
|
3,024.7
|
|
|
Three Months Ended December 29, 2017
|
||
Personnel costs
|
$
|
41.2
|
|
Professional services and other expenses
|
26.7
|
|
|
Total
|
$
|
67.9
|
|
|
|
||
|
Three Months Ended December 29, 2017
|
||
Revenues
|
$
|
3,778.6
|
|
Net earnings of the Group
|
$
|
33.6
|
|
Net earnings (loss) attributable to Jacobs
|
$
|
31.1
|
|
Net earnings (loss) attributable to Jacobs per share:
|
|
||
Basic earnings (loss) per share
|
$
|
0.22
|
|
Diluted earnings (loss) per share
|
$
|
0.21
|
|
6.
|
Goodwill and Intangibles
|
|
Aerospace, Technology and Nuclear
|
|
Buildings, Infrastructure and Advanced
Facilities |
|
Total
|
||||||
Balance September 28, 2018
|
$
|
1,581
|
|
|
$
|
3,215
|
|
|
$
|
4,796
|
|
Post-Acquisition Adjustments
|
(10
|
)
|
|
(4
|
)
|
|
(14
|
)
|
|||
Foreign Exchange Impact
|
(4
|
)
|
|
(7
|
)
|
|
(11
|
)
|
|||
Balance December 28, 2018
|
$
|
1,567
|
|
|
$
|
3,204
|
|
|
$
|
4,771
|
|
|
Customer Relationships, Contracts and Backlog
|
|
Trade Names
|
|
Lease
Intangible Assets |
|
Other
|
|
Total
|
||||||||||
Balances September 28, 2018
|
$
|
568,261
|
|
|
$
|
2,102
|
|
|
$
|
2,527
|
|
|
$
|
62
|
|
|
$
|
572,952
|
|
Amortization
|
(18,078
|
)
|
|
(444
|
)
|
|
(136
|
)
|
|
(13
|
)
|
|
(18,671
|
)
|
|||||
Disposal
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
100
|
|
|||||
Foreign currency translation
|
(2,375
|
)
|
|
24
|
|
|
—
|
|
|
—
|
|
|
(2,351
|
)
|
|||||
Balances December 28, 2018
|
$
|
547,808
|
|
|
$
|
1,682
|
|
|
$
|
2,391
|
|
|
$
|
149
|
|
|
$
|
552,030
|
|
Fiscal Year
|
|
(in millions)
|
||
2019
|
|
$
|
49.9
|
|
2020
|
|
70.0
|
|
|
2021
|
|
66.4
|
|
|
2022
|
|
65.3
|
|
|
2023
|
|
65.0
|
|
|
Thereafter
|
|
227.0
|
|
|
Total
|
|
$
|
543.6
|
|
7.
|
Discontinued Operations - Sale of Energy, Chemicals and Resources ("ECR") Business
|
|
For the Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Revenues
|
$
|
1,164,707
|
|
|
$
|
966,312
|
|
Direct cost of contracts
|
(995,606
|
)
|
|
(826,502
|
)
|
||
Gross profit
|
169,101
|
|
|
139,810
|
|
||
Selling, general and administrative expenses
|
(91,010
|
)
|
|
(93,546
|
)
|
||
Operating Profit
|
78,091
|
|
|
46,264
|
|
||
Total other (expense) income, net
|
2,120
|
|
|
2,355
|
|
||
Earnings Before Taxes from Discontinued Operations
|
80,211
|
|
|
48,619
|
|
||
Income Tax Expense
|
(20,053
|
)
|
|
(12,155
|
)
|
||
Net Earnings of the Group from Discontinued Operations
|
$
|
60,158
|
|
|
$
|
36,464
|
|
|
December 28, 2018
|
|
September 28, 2018
|
||||
Cash and cash equivalents
|
$
|
27,195
|
|
|
$
|
21,138
|
|
Receivables and contract assets
|
1,134,795
|
|
|
1,040,996
|
|
||
Prepaid expenses and other
|
39,280
|
|
|
37,200
|
|
||
Current assets held for sale
|
$
|
1,201,270
|
|
|
$
|
1,099,334
|
|
|
December 28, 2018
|
|
September 28, 2018
|
||||
Property, Equipment and Improvements, net
|
$
|
198,520
|
|
|
$
|
199,847
|
|
Goodwill
|
1,290,723
|
|
|
1,308,000
|
|
||
Intangibles, net
|
81,834
|
|
|
83,005
|
|
||
Miscellaneous
|
109,832
|
|
|
110,838
|
|
||
Noncurrent assets held for sale
|
$
|
1,680,909
|
|
|
$
|
1,701,690
|
|
|
December 28, 2018
|
|
September 28, 2018
|
||||
Notes payable
|
$
|
1,537
|
|
|
$
|
1,782
|
|
Accounts payable
|
247,046
|
|
|
351,482
|
|
||
Accrued liabilities
|
303,933
|
|
|
321,627
|
|
||
Contract liabilities
|
239,763
|
|
|
146,679
|
|
||
Current liabilities held for sale
|
$
|
792,279
|
|
|
$
|
821,570
|
|
|
December 28, 2018
|
|
September 28, 2018
|
||||
Long-term Debt
|
$
|
1,685
|
|
|
$
|
2,710
|
|
Other Deferred Liabilities
|
$
|
137,037
|
|
|
$
|
147,894
|
|
Noncurrent liabilities held for sale
|
$
|
138,722
|
|
|
$
|
150,604
|
|
|
For the Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Depreciation and amortization:
|
|
|
|
||||
Property, equipment and improvements
|
$
|
2,109.6
|
|
|
$
|
6,355.9
|
|
Intangible assets
|
613.8
|
|
|
3,251.3
|
|
||
Additions to property and equipment
|
(1,254.1
|
)
|
|
(7,621.0
|
)
|
||
Stock based compensation
|
3,615.0
|
|
|
2,364.5
|
|
|
For the Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Revenues from External Customers:
|
|
|
|
||||
Aerospace, Technology and Nuclear
|
$
|
1,035,028
|
|
|
$
|
710,875
|
|
Buildings, Infrastructure and Advanced Facilities
|
2,048,760
|
|
|
1,073,124
|
|
||
Total
|
$
|
3,083,788
|
|
|
$
|
1,783,999
|
|
|
For the Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Segment Operating Profit:
|
|
|
|
||||
Aerospace, Technology and Nuclear
|
$
|
72,152
|
|
|
$
|
61,066
|
|
Buildings, Infrastructure and Advanced Facilities
|
159,459
|
|
|
66,861
|
|
||
Total Segment Operating Profit
|
231,611
|
|
|
127,927
|
|
||
Other Corporate Expenses
|
(71,247
|
)
|
|
(49,229
|
)
|
||
Restructuring and Other Charges from Continuing Operations
|
(47,234
|
)
|
|
(15,727
|
)
|
||
Transaction Costs
|
—
|
|
|
(67,641
|
)
|
||
Total U.S. GAAP Operating Profit
|
113,130
|
|
|
(4,670
|
)
|
||
Total Other (Expense) Income, net (1)
|
(20,939
|
)
|
|
(2,033
|
)
|
||
Earnings Before Taxes from Continuing Operations
|
$
|
92,191
|
|
|
$
|
(6,703
|
)
|
(1)
|
Includes the reversal of the gain on the partial settlement of the CH2M retiree medical plans of
$2.2 million
for the three-month period ended
December 28, 2018
and the amortization of deferred financing fees related to the CH2M acquisition of
$0.5 million
and
$0.3 million
for the three-month periods ended
December 28, 2018
and
December 29, 2017
.
|
|
December 28, 2018
|
|
September 28, 2018
|
||||
Components of receivables and contract assets:
|
|
|
|
||||
Amounts billed, net
|
$
|
1,342,846
|
|
|
$
|
1,107,250
|
|
Unbilled receivables and other
|
1,294,135
|
|
|
1,393,245
|
|
||
Contract assets
|
44,927
|
|
|
13,439
|
|
||
Total receivables and contract assets, net
|
$
|
2,681,908
|
|
|
$
|
2,513,934
|
|
Other information about receivables:
|
|
|
|
||||
Amounts due from the United States federal
government, included above, net of advanced billings |
$
|
557,532
|
|
|
$
|
472,846
|
|
Claims receivable
|
$
|
2,500
|
|
|
$
|
—
|
|
10.
|
Joint Ventures and VIEs
|
|
Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Aerospace, Technology and Nuclear
|
$
|
449
|
|
|
$
|
312
|
|
Buildings, Infrastructure and Advanced Facilities
|
11,224
|
|
|
2,891
|
|
||
Corporate
|
33,386
|
|
|
12,525
|
|
||
Continuing Operations
|
45,059
|
|
|
15,728
|
|
||
Energy, Chemicals and Resources (included in Discontinued Operations)
|
(5,658
|
)
|
|
3,621
|
|
||
Total
|
$
|
39,401
|
|
|
$
|
19,349
|
|
Balance at September 28, 2018
|
$
|
175,476
|
|
Net Charges
|
39,401
|
|
|
Payments and Usage
|
(59,813
|
)
|
|
Balance at December 28, 2018
|
$
|
155,064
|
|
|
Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Lease Abandonments
|
$
|
2,484
|
|
|
$
|
3,363
|
|
Involuntary Terminations
|
2,909
|
|
|
2,184
|
|
||
Outside Services
|
18,198
|
|
|
8,590
|
|
||
Other
|
15,810
|
|
|
5,212
|
|
||
Total
|
$
|
39,401
|
|
|
$
|
19,349
|
|
Lease Abandonments
|
$
|
295,257
|
|
Involuntary Terminations
|
224,551
|
|
|
Outside Services
|
78,874
|
|
|
Other
|
112,063
|
|
|
Total
|
$
|
710,745
|
|
|
Interest Rate
|
|
Maturity
|
|
December 28, 2018
|
|
September 28, 2018
|
||||
Revolving Credit Facility
|
LIBOR + applicable margin (1)
|
|
February 2020
|
|
$
|
673,606
|
|
|
$
|
149,129
|
|
Term Loan Facility
|
LIBOR + applicable margin (2)
|
|
December 2020
|
|
1,500,000
|
|
|
1,500,000
|
|
||
Fixed-rate notes due:
|
|
|
|
|
|
|
|
||||
Senior Notes, Series A
|
4.27%
|
|
May 2025
|
|
190,000
|
|
|
190,000
|
|
||
Senior Notes, Series B
|
4.42%
|
|
May 2028
|
|
180,000
|
|
|
180,000
|
|
||
Senior Notes, Series C
|
4.52%
|
|
May 2030
|
|
130,000
|
|
|
130,000
|
|
||
Less: Deferred Financing Fees
|
|
|
|
|
(4,649
|
)
|
|
(4,998
|
)
|
||
Other
|
Varies
|
|
Varies
|
|
36
|
|
|
36
|
|
||
Total Long-term debt, net
|
|
|
|
|
$
|
2,668,993
|
|
|
$
|
2,144,167
|
|
(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
|
(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 rates at
December 28, 2018
and
September 28, 2018
were approximately
3.82%
and
3.71%
, respectively.
|
•
|
An increase to Deferred Income Tax Assets included within miscellaneous assets of
$5.4 million
;
|
•
|
An increase to Contract liabilities of
$15.2 million
;
|
•
|
A decrease to Receivables of
$11.4 million
;
|
•
|
An increase to Current liabilities held for sale of
$0.6 million
|
•
|
A decrease to Current assets held for sale of
$15.4 million
;
|
|
Three Months Ended
|
||||||||||
|
December 28, 2018
|
||||||||||
(in thousands)
|
Recognition
Under Previous Guidance |
|
Impact of the
Adoption of ASC Topic 606 |
|
Recognition
Under ASC Topic 606 |
||||||
Revenues
|
$
|
3,077,464
|
|
|
$
|
6,324
|
|
|
$
|
3,083,788
|
|
Direct costs of contracts
|
(2,515,268
|
)
|
|
—
|
|
|
(2,515,268
|
)
|
|||
Gross profit
|
562,196
|
|
|
6,324
|
|
|
568,520
|
|
|||
Operating Profit
|
106,806
|
|
|
6,324
|
|
|
113,130
|
|
|||
Earnings from Continuing Operations Before Taxes
|
85,867
|
|
|
6,324
|
|
|
92,191
|
|
|||
Income tax expense for Continuing Operations
|
(21,571
|
)
|
|
(1,187
|
)
|
|
(22,758
|
)
|
|||
Net Earnings of the Group from Continuing Operations
|
64,296
|
|
|
5,137
|
|
|
69,433
|
|
|||
Net Earnings of the Group from Discontinued Operations
|
58,987
|
|
|
1,171
|
|
|
60,158
|
|
|||
Net Earnings of the Group
|
123,283
|
|
|
6,308
|
|
|
129,591
|
|
|||
Net Earnings Attributable to Jacobs from Continuing Operations
|
59,757
|
|
|
5,137
|
|
|
64,894
|
|
|||
Net Earnings Attributable to Jacobs from Discontinued Operations
|
58,231
|
|
|
1,171
|
|
|
59,402
|
|
|||
Net Earnings Attributable to Jacobs
|
$
|
117,988
|
|
|
$
|
6,308
|
|
|
$
|
124,296
|
|
|
December 28, 2018
|
||||||||||
(in thousands)
|
Recognition
Under Previous Guidance |
|
Impact of the
Adoption of ASC Topic 606 |
|
Recognition
Under ASC Topic 606 |
||||||
Receivables and contract assets (previously presented as Receivables)
|
$
|
2,679,417
|
|
|
$
|
2,491
|
|
|
$
|
2,681,908
|
|
Current assets held for sale
|
$
|
1,199,050
|
|
|
$
|
2,220
|
|
|
$
|
1,201,270
|
|
Miscellaneous noncurrent assets
|
$
|
787,071
|
|
|
$
|
(1,187
|
)
|
|
$
|
785,884
|
|
Contract Liabilities (previously presented as Billings in excess of costs)
|
$
|
413,597
|
|
|
$
|
(3,833
|
)
|
|
$
|
409,764
|
|
Current liabilities held for sale
|
$
|
787,954
|
|
|
$
|
4,325
|
|
|
$
|
792,279
|
|
|
Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Revenues:
|
|
|
|
||||
United States
|
$
|
2,182,304
|
|
|
$
|
1,118,833
|
|
Europe
|
614,224
|
|
|
464,095
|
|
||
Canada
|
50,488
|
|
|
6,904
|
|
||
Asia
|
35,611
|
|
|
32,264
|
|
||
India
|
12,639
|
|
|
9,647
|
|
||
Australia and New Zealand
|
126,647
|
|
|
140,877
|
|
||
South America and Mexico
|
2,649
|
|
|
1,773
|
|
||
Middle East and Africa
|
59,226
|
|
|
9,606
|
|
||
Total
|
$
|
3,083,788
|
|
|
$
|
1,783,999
|
|
|
Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Component:
|
|
|
|
||||
Service cost
|
$
|
2,489
|
|
|
$
|
2,281
|
|
Interest cost
|
15,142
|
|
|
15,424
|
|
||
Expected return on plan assets
|
(24,837
|
)
|
|
(25,073
|
)
|
||
Amortization of previously unrecognized items
|
2,400
|
|
|
2,290
|
|
||
Plan Amendment and settlement loss (gain)
|
1,363
|
|
|
3,819
|
|
||
|
$
|
(3,443
|
)
|
|
$
|
(1,259
|
)
|
Cash contributions made during the first three months of fiscal 2019
|
$
|
7,818
|
|
Cash contributions projected for the remainder of fiscal 2019
|
30,026
|
|
|
Total
|
$
|
37,844
|
|
15.
|
Accumulated Other Comprehensive Income
|
|
Change in Pension Liabilities
|
|
Foreign Currency Translation Adjustment
|
|
Gain/(Loss) on Cash Flow Hedges
|
|
Total
|
||||||||
Balance at September 28, 2018
|
$
|
(309,867
|
)
|
|
$
|
(496,017
|
)
|
|
$
|
(819
|
)
|
|
$
|
(806,703
|
)
|
Other comprehensive income (loss)
|
3,476
|
|
|
(52,400
|
)
|
|
834
|
|
|
(48,090
|
)
|
||||
Reclassifications from other comprehensive income (loss)
|
(2,172
|
)
|
|
—
|
|
|
413
|
|
|
(1,759
|
)
|
||||
Balance at December 28, 2018
|
$
|
(308,563
|
)
|
|
$
|
(548,417
|
)
|
|
$
|
428
|
|
|
$
|
(856,552
|
)
|
16.
|
Income Taxes
|
17.
|
Earnings Per Share and Certain Related Information
|
|
Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Numerator for Basic and Diluted EPS:
|
|
|
|
||||
Net earnings attributable to Jacobs from continuing operations
|
$
|
64,894
|
|
|
$
|
(34,234
|
)
|
Net earnings from continuing operations allocated to participating securities
|
(135
|
)
|
|
243
|
|
||
Net earnings from continuing operations allocated to common stock for EPS calculation
|
$
|
64,759
|
|
|
$
|
(33,991
|
)
|
|
|
|
|
||||
Net earnings attributable to Jacobs from discontinued operations
|
$
|
59,402
|
|
|
$
|
36,397
|
|
Net earnings from discontinued operations allocated to participating securities
|
(124
|
)
|
|
(258
|
)
|
||
Net earnings from discontinued operations allocated to common stock for EPS calculation
|
$
|
59,278
|
|
|
$
|
36,139
|
|
|
|
|
|
||||
Net earnings allocated to common stock for EPS calculation
|
$
|
124,037
|
|
|
$
|
2,148
|
|
|
|
|
|
||||
Denominator for Basic and Diluted EPS:
|
|
|
|
||||
Weighted average basic shares
|
142,451
|
|
|
125,008
|
|
||
Shares allocated to participating securities
|
(297
|
)
|
|
(886
|
)
|
||
Shares used for calculating basic EPS attributable to common stock
|
142,154
|
|
|
124,122
|
|
||
|
|
|
|
||||
Effect of dilutive securities:
|
|
|
|
||||
Stock compensation plans
|
1,424
|
|
|
1,023
|
|
||
Shares used for calculating diluted EPS attributable to common stock
|
143,578
|
|
|
125,145
|
|
||
|
|
|
|
||||
Net Earnings Per Share:
|
|
|
|
||||
Basic Net Earnings from Continuing Operations Per Share
|
$
|
0.45
|
|
|
$
|
(0.27
|
)
|
Basic Net Earnings from Discontinued Operations Per Share
|
$
|
0.42
|
|
|
$
|
0.29
|
|
Basic EPS
|
$
|
0.87
|
|
|
$
|
0.02
|
|
Diluted Net Earnings from Continuing Operations Per Share
|
$
|
0.45
|
|
|
$
|
(0.27
|
)
|
Diluted Net Earnings from Discontinued Operations Per Share
|
$
|
0.41
|
|
|
$
|
0.29
|
|
Diluted EPS
|
$
|
0.86
|
|
|
$
|
0.02
|
|
Amount Authorized
|
|
Average Price Per
Share (1) |
|
Total Shares
Retired |
|
Shares
Repurchased |
$500,000,000
|
|
$60.95
|
|
2,324,161
|
|
2,324,161
|
(1)
|
Includes commissions paid and calculated at the average price per share.
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Cash Amount (per share)
|
September 11, 2018
|
|
September 28, 2018
|
|
October 26, 2018
|
|
$0.15
|
July 19, 2018
|
|
August 3, 2018
|
|
August 31, 2018
|
|
$0.15
|
May 3, 2018
|
|
May 18, 2018
|
|
June 15, 2018
|
|
$0.15
|
January 18, 2018
|
|
February 16, 2018
|
|
March 16, 2018
|
|
$0.15
|
September 27, 2017
|
|
October 13, 2017
|
|
November 10, 2017
|
|
$0.15
|
18.
|
Commitments and Contingencies
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
The discussion of the critical and significant accounting policies used by the Company in preparing its consolidated financial statements. The most current discussion of our critical accounting policies appears in Item 7,
Management’s Discussion and Analysis of Financial Condition and Results of Operations
of our
2018
Form 10-K, and the most current discussion of our significant accounting policies appears in Note 2-
Significant Accounting Polices
in Notes to Consolidated Financial Statements of our
2018
Form 10-K. See also Note 13-
Revenue Accounting for Contracts and Adoption of ASC 606
for a discussion of our updated policies related to revenue recognition;
|
•
|
The Company’s fiscal
2018
audited consolidated financial statements and notes thereto included in our
2018
Form 10-K; and
|
•
|
Item 7,
Management’s Discussion and Analysis of Financial Condition and Results of Operations
included in our
2018
Form 10-K.
|
|
Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Aerospace, Technology and Nuclear
|
$
|
449
|
|
|
$
|
312
|
|
Buildings, Infrastructure and Advanced Facilities
|
11,224
|
|
|
2,891
|
|
||
Corporate
|
33,386
|
|
|
12,525
|
|
||
Continuing Operations
|
45,059
|
|
|
15,728
|
|
||
Energy, Chemicals and Resources (included in Discontinued Operations)
|
(5,658
|
)
|
|
3,621
|
|
||
Total
|
$
|
39,401
|
|
|
$
|
19,349
|
|
Balance at September 28, 2018
|
$
|
175,476
|
|
Net Charges
|
39,401
|
|
|
Payments and Usage
|
(59,813
|
)
|
|
Balance at December 28, 2018
|
$
|
155,064
|
|
|
Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Lease Abandonments
|
$
|
2,484
|
|
|
$
|
3,363
|
|
Involuntary Terminations
|
2,909
|
|
|
2,184
|
|
||
Outside Services
|
18,198
|
|
|
8,590
|
|
||
Other
|
15,810
|
|
|
5,212
|
|
||
Total
|
$
|
39,401
|
|
|
$
|
19,349
|
|
Lease Abandonments
|
$
|
295,257
|
|
Involuntary Terminations
|
224,551
|
|
|
Outside Services
|
78,874
|
|
|
Other
|
112,063
|
|
|
Total
|
$
|
710,745
|
|
|
For the Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Revenues
|
$
|
3,083,788
|
|
|
$
|
1,783,999
|
|
Direct cost of contracts
|
(2,515,268
|
)
|
|
(1,441,905
|
)
|
||
Gross profit
|
568,520
|
|
|
342,094
|
|
||
Selling, general and administrative expenses
|
(455,390
|
)
|
|
(346,764
|
)
|
||
Operating Profit
|
113,130
|
|
|
(4,670
|
)
|
||
Other Income (Expense):
|
|
|
|
||||
Interest income
|
2,104
|
|
|
3,834
|
|
||
Interest expense
|
(25,325
|
)
|
|
(7,092
|
)
|
||
Miscellaneous income (expense), net
|
2,282
|
|
|
1,225
|
|
||
Total other (expense) income, net
|
(20,939
|
)
|
|
(2,033
|
)
|
||
Earnings from Continuing Operations Before Taxes
|
92,191
|
|
|
(6,703
|
)
|
||
Income Tax Expense for Continuing Operations
|
(22,758
|
)
|
|
(27,200
|
)
|
||
Net Earnings of the Group from Continuing Operations
|
69,433
|
|
|
(33,903
|
)
|
||
Net Earnings of the Group from Discontinued Operations
|
60,158
|
|
|
36,464
|
|
||
Net Earnings of the Group
|
129,591
|
|
|
2,561
|
|
||
Net (Earnings) Loss Attributable to Noncontrolling Interests from Continuing Operations
|
(4,539
|
)
|
|
(331
|
)
|
||
Net Earnings Attributable to Jacobs from Continuing Operations
|
64,894
|
|
|
(34,234
|
)
|
||
Net (Earnings) Loss Attributable to Noncontrolling Interests from Discontinued Operations
|
(756
|
)
|
|
(67
|
)
|
||
Net Earnings Attributable to Jacobs from Discontinued Operations
|
59,402
|
|
|
36,397
|
|
||
Net Earnings Attributable to Jacobs
|
$
|
124,296
|
|
|
$
|
2,163
|
|
Net Earnings Per Share:
|
|
|
|
||||
Basic Net Earnings from Continuing Operations Per Share
|
$
|
0.45
|
|
|
$
|
(0.27
|
)
|
Basic Net Earnings from Discontinued Operations Per Share
|
$
|
0.42
|
|
|
$
|
0.29
|
|
Basic Earnings Per Share
|
$
|
0.87
|
|
|
$
|
0.02
|
|
|
|
|
|
||||
Diluted Net Earnings from Continuing Operations Per Share
|
$
|
0.45
|
|
|
$
|
(0.27
|
)
|
Diluted Net Earnings from Discontinued Operations Per Share
|
$
|
0.41
|
|
|
$
|
0.29
|
|
Diluted Earnings Per Share
|
$
|
0.86
|
|
|
$
|
0.02
|
|
|
Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Revenues from External Customers:
|
|
|
|
||||
Aerospace, Technology and Nuclear
|
$
|
1,035,028
|
|
|
$
|
710,875
|
|
Buildings, Infrastructure and Advanced Facilities
|
2,048,760
|
|
|
1,073,124
|
|
||
Total
|
$
|
3,083,788
|
|
|
$
|
1,783,999
|
|
|
Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Segment Operating Profit:
|
|
|
|
||||
Aerospace, Technology and Nuclear
|
$
|
72,152
|
|
|
$
|
61,066
|
|
Buildings, Infrastructure and Advanced Facilities
|
159,459
|
|
|
66,861
|
|
||
Total Segment Operating Profit
|
231,611
|
|
|
127,927
|
|
||
Other Corporate Expenses
|
(71,247
|
)
|
|
(49,229
|
)
|
||
Restructuring and Other Charges from Continuing Operations
|
(47,234
|
)
|
|
(15,727
|
)
|
||
Transaction Costs
|
—
|
|
|
(67,641
|
)
|
||
Total U.S. GAAP Operating Profit
|
113,130
|
|
|
(4,670
|
)
|
||
Total Other (Expense) Income, net (1)
|
(20,939
|
)
|
|
(2,033
|
)
|
||
Earnings Before Taxes from Continuing Operations
|
$
|
92,191
|
|
|
$
|
(6,703
|
)
|
|
Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Revenue
|
$
|
1,035,028
|
|
|
$
|
710,875
|
|
Operating Profit
|
$
|
72,152
|
|
|
$
|
61,066
|
|
|
Three Months Ended
|
||||||
|
December 28, 2018
|
|
December 29, 2017
|
||||
Revenue
|
$
|
2,048,760
|
|
|
$
|
1,073,124
|
|
Operating Profit
|
$
|
159,459
|
|
|
$
|
66,861
|
|
|
December 28, 2018
|
|
December 29, 2017
|
||||
Aerospace, Technology and Nuclear
|
$
|
7,158
|
|
|
$
|
6,642
|
|
Buildings, Infrastructure and Advanced Facilities
|
13,177
|
|
|
12,269
|
|
||
Total
|
$
|
20,335
|
|
|
$
|
18,911
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per
Share (1) |
|
Total Numbers of Shares Purchased as Part Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||
November 28, 2018 - December 28, 2018
|
|
2,324,161
|
|
$
|
60.95
|
|
|
2,324,161
|
|
$
|
105,607,890
|
|
(1)
|
Includes commissions paid and calculated at the average price per share.
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosure.
|
Item 5.
|
Other Information.
|
Item 6.
|
Exhibits.
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3*#
|
|
|
|
10.4*#
|
|
|
|
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.
|
|
#
|
Management contract or compensatory plan or arrangement
|
*
|
Filed herewith
|
By:
|
/s/ Kevin C. Berryman
|
|
Kevin C. Berryman
|
|
Executive Vice President
|
|
and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
Date:
|
February 6, 2019
|
(a)
|
The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement.
|
(b)
|
The number of Restricted Stock Units earned under this Agreement shall be equal to the sum of the following (the “Earned Earnings Per Share Growth Restricted Stock Units”):
|
1.
|
An amount, not less than zero, equal to one-third of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier (as defined herein) determined based upon the growth in the Company's Earnings Per Share (as defined herein) from fiscal year 2018 to fiscal year 2019; plus
|
2.
|
An amount, not less than zero, equal to (A) two-thirds of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the average growth in the Company's Earnings Per Share in fiscal
|
3.
|
An amount, not less than zero, equal to (A) the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the average growth in the Company's Earnings Per Share in fiscal years 2019, 2020, and 2021 as compared to each respective prior fiscal year minus (B) the amount determined pursuant to Sections 2(b)(1) and 2(b)(2) above.
|
Average Annual Earnings Per Share Growth
|
Earnings Per Share Growth Performance Multiplier
|
Less than 8.2%
|
0%
|
8.2%
|
50%
|
11.7%
|
100%
|
15.2%
|
200%
|
Average Annual Earnings Per Share Growth
|
Earnings Per Share Growth Performance Multiplier
|
Less than 8.6%
|
0%
|
8.6%
|
50%
|
10.6%
|
100%
|
12.6%
|
200%
|
(c)
|
After the Award Date, a number of Restricted Stock Units equal to the Earned Earnings Per Share Growth Restricted Stock Units will become 100% vested (referred to as “Vested Units”) on the third anniversary of the Award Date (the “Maturity Date”), provided that, except as provided in Section 2(d) below, Employee remains continuously employed by the Company or Related Company through such Maturity Date.
|
(d)
|
Notwithstanding anything in this Agreement or Schedule B of the Plan to the contrary, in the event that Employee’s employment with the Company or Related Company terminates prior to the Maturity Date as a result of Employee’s Retirement, death, or Disability, this Award shall remain outstanding and shall vest on the Maturity Date (based on actual performance through the entire performance period); provided, that on the Maturity Date only a pro-rated portion (based on the number of days, during the period between the Award Date and the Maturity Date, that Employee was employed by the Company or Related Company prior to Employee’s Retirement death, or Disability) of the Earned Earnings Per Share Growth Restricted Stock Units will become vested, with the remainder of the Award forfeited at that time.
|
(e)
|
Notwithstanding anything in this Agreement or Schedule B of the Plan to the contrary, in the event of a Change in Control, the number of Earned Earnings Per Share Growth Restricted Stock Units shall be determined as of the date such Change in Control is consummated, rather than the Maturity Date, with the number of Earned Earnings Per Share Growth Restricted Stock Units determined as set forth in Section 2(b) hereof, except that: (1) if the Change in Control occurs prior to the last day of fiscal year 2019, the Earnings Per Share Growth Performance Multiplier will be 100%; and (2) if the Change in Control occurs upon or after the last day of fiscal year 2019, the number of Earned Earnings Per Share Growth Restricted Stock Units will be determined pursuant to Section 2(b)
|
(f)
|
Except as set forth herein and in the Plan (including Schedule B thereof the terms of which shall apply to the Award), Employee has no rights, partial or otherwise, in the Award and/or any shares of Jacobs Common Stock subject thereto, unless and until the Award has been earned and vested pursuant to this Section 2.
|
(g)
|
Each Vested Unit shall be settled by the delivery of one share of Common Stock (subject to adjustment under the Plan), unless the Committee elects to settle the Vested Unit in another form of consideration of equivalent value (as determined by the Committee in its sole discretion) in connection with or following a Change in Control. If the Employee has not made any EDP Deferral Election with respect to Restricted Stock Units that become vested, settlement will occur as soon as practicable following certification by the Company of the number of Earnings Per Share Growth Restricted Stock Units and passage of the Maturity Date (or, if earlier, the date the Award becomes vested pursuant to the terms of the Plan, including Schedule B thereof, or Section 2(d) above), but in no event later than 30 days following the Maturity Date (or such earlier date that the Award becomes vested). If the Employee has made an EDP Deferral Election, deferred Vested Units shall be settled as soon as practicable following the date elected on the Employee’s operative EDP Deferral Election or other settlement date set forth under the terms of the EDP. In any event, no fractional shares shall be issued pursuant to this Agreement.
|
(h)
|
Neither the Award, nor any interest therein nor shares of Jacobs Common Stock payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.
|
(a)
|
The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
(b)
|
The Award of the Restricted Stock Units hereunder is voluntary and occasional and does not create any contractual or other right to receive future Awards of Restricted Stock Units, or any benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been awarded in the past;
|
(c)
|
All decisions with respect to future Restricted Stock Unit or other awards, if any, will be at the sole discretion of the Company;
|
(d)
|
The Award and Employee's participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, or any Related Companies and shall not interfere with the ability of the Company, or any Related Company, as applicable, to terminate Employee's employment or service relationship (if any);
|
(e)
|
The Award and the shares of Jacobs Common Stock subject to the Award, the value of same, and any ultimate gain, loss, income or expense associated with the Award are not part of Employee's normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(f)
|
No claim or entitlement to compensation or damages shall arise from forfeiture of the Award for any reason, including forfeiture resulting from Employee ceasing to provide employment or other services to the Company or any Related Company (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee's employment agreement, if any), and in consideration of the Award to which Employee is otherwise not entitled, Employee irrevocably agrees never to institute or allow to be instituted on his or her behalf any claim against the Company or any of its Related Companies, waives his or her ability, if any, to bring any such claim, and releases the Company and any Related Companies from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Employee shall be deemed irrevocably to have agreed not to pursue such claim and agrees
|
(a)
|
The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement.
|
(b)
|
The number of Restricted Stock Units earned under this Agreement shall be equal to the sum of the following (the “Earned ROIC Restricted Stock Units”):
|
1.
|
An amount, not less than zero, equal to one-third of the Target ROIC Restricted Stock Units multiplied by the ROIC Performance Multiplier (as defined herein) determined based upon the Company's ROIC (as defined herein) in fiscal year 2019; plus
|
2.
|
An amount, not less than zero, equal to (A) two-thirds of the Target ROIC Restricted Stock Units multiplied by the ROIC Performance Multiplier determined based upon the average ROIC in fiscal years 2020 and 2019 minus (B) the amount determined pursuant to Section 2(b)(1) above; plus
|
3.
|
An amount, not less than zero, equal to (A) the Target ROIC Restricted Stock Units multiplied by the ROIC Performance Multiplier determined based upon the average ROIC in fiscal years 2019, 2020, and 2021
|
ROIC
|
ROIC Performance Multiplier
|
Less than 8.3%
|
0%
|
8.3%
|
50%
|
9.3%
|
100%
|
10.3%
|
200%
|
Average ROIC
|
ROIC Performance Multiplier
|
Less than 8.4%
|
0%
|
8.4%
|
50%
|
9.4%
|
100%
|
10.4%
|
200%
|
Average ROIC
|
ROIC Performance Multiplier
|
Less than 8.6%
|
0%
|
8.6%
|
50%
|
9.6%
|
100%
|
10.6%
|
200%
|
(c)
|
After the Award Date, a number of Restricted Stock Units equal to the Earned ROIC Restricted Stock Units will become 100% vested (referred to as “Vested Units”) on the third anniversary of the Award Date (the “Maturity Date”), provided that, except as provided in Section 2(d) below, Employee remains continuously employed by the Company or Related Company through such Maturity Date.
|
(d)
|
Notwithstanding anything in this Agreement or Schedule B of the Plan to the contrary, in the event that Employee’s employment with the Company or Related Company terminates prior to the Maturity Date as a result of Employee’s Retirement, death, or Disability, this Award shall remain outstanding and shall vest on the Maturity Date based on the Company’s average Return on Invested Capital over the Performance Period; provided, that on the Maturity Date only a pro-rated portion (based on the number of days, during the period between the Award Date and the Maturity Date, that Employee was employed by the Company or Related Company prior to Employee’s Retirement death, or Disability) of the Earned ROIC Restricted Stock Units will become vested, with the remainder of the Award forfeited at that time.
|
(e)
|
Notwithstanding anything in this Agreement or Schedule B of the Plan to the contrary, in the event of a Change in Control, the number of Earned ROIC Restricted Stock Units shall be determined as of the date such Change in Control is consummated, rather than the Maturity Date, with the number of Earned ROIC Restricted Stock Units determined as set forth in Section 2(b) hereof, except that: (1) if the Change in Control occurs prior to the last day of fiscal year 2019, the ROIC Performance Multiplier will be 100%; and (2) if the Change in Control occurs upon or after the last day of fiscal year 2019, the ROIC Performance Multiplier shall be determined pursuant to Section 2(b) based upon the Company’s average Return on Invested Capital based on information available as of the Change in Control (taking into account the consideration per share to be paid in the Change in Control transaction).
|
(f)
|
Except as set forth herein and in the Plan (including Schedule B thereof, the terms of which shall apply to the Award), Employee has no rights, partial or otherwise in the Award and/or any shares of Jacobs Common Stock subject thereto unless and until the Award has been earned and vested pursuant to this Section 2.
|
(g)
|
Each Vested Unit shall be settled by the delivery of one share of Common Stock (subject to adjustment under the Plan), unless the Committee elects to settle the Vested Unit in another form of consideration of equivalent value (as determined by the Committee in its sole discretion) in connection with or following a Change in Control. If the Employee has not made any EDP Deferral Election with respect to Restricted Stock Units that become vested, settlement will occur as soon as practicable following certification by the Company of the number of Earned ROIC Restricted Stock Units and passage of the Maturity Date (or, if earlier, the date the Award becomes vested pursuant to the terms of the Plan, including Schedule B thereof, or Section 2(d) above), but in no event later than 30 days following the Maturity Date (or such earlier date that the Award becomes vested). If the Employee has made an EDP Deferral Election, deferred Vested Units shall be settled as soon as practicable following the date elected on the Employee’s operative EDP Deferral Election or other settlement date set forth under the terms of the EDP. In any event, no fractional shares shall be issued pursuant to this Agreement.
|
(h)
|
Neither the Award, nor any interest therein nor shares of Jacobs Common Stock payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.
|
(a)
|
The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
(b)
|
The Award of the Restricted Stock Units hereunder is voluntary and occasional and does not create any contractual or other right to receive future Awards of Restricted
|
(c)
|
All decisions with respect to future Restricted Stock Unit or other awards, if any, will be at the sole discretion of the Company;
|
(d)
|
The Award and Employee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, or any Related Companies and shall not interfere with the ability of the Company, or any Related Company, as applicable, to terminate Employee’s employment or service relationship (if any);
|
(e)
|
The Award and the shares of Jacobs Common Stock subject to the Award, the value of same, and any ultimate gain, loss, income or expense associated with the Award are not part of Employee’s normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(f)
|
No claim or entitlement to compensation or damages shall arise from forfeiture of the Award for any reason, including forfeiture resulting from Employee ceasing to provide employment or other services to the Company or any Related Company (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any), and in consideration of the Award to which Employee is otherwise not entitled, Employee irrevocably agrees never to institute or allow to be instituted on his or her behalf any claim against the Company or any of its Related Companies, waives his or her ability, if any, to bring any such claim, and releases the Company and any Related Companies from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Employee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended December 28, 2018 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
|
|
February 6, 2019
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended December 28, 2018 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
|
|
February 6, 2019
|
/s/Steven J. Demetriou
|
Steven J. Demetriou
|
Chief Executive Officer
|
|
February 6, 2019
|
/s/Kevin C. Berryman
|
Kevin C. Berryman
|
Executive Vice President
|
and Chief Financial Officer
|
|
February 6, 2019
|
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 quarter ended December 28, 2018.
|
2.
|
Jacobs has no pending citations. Jacobs has vacated, reduced, abated and resolved all citations from previous fiscal years.
|