x
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
o
|
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)
|
(Zip Code)
|
|
|
|
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
Common Stock, $1 par value
|
JEC
|
New York Stock Exchange
|
Large accelerated filer
|
x
|
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
|
Smaller reporting company
|
o
|
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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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.
|
|
March 29, 2019
|
|
September 28, 2018
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
674,548
|
|
|
$
|
634,870
|
|
Receivables and contract assets
|
2,747,172
|
|
|
2,513,934
|
|
||
Prepaid expenses and other
|
127,320
|
|
|
171,096
|
|
||
Current assets held for sale
|
1,297,430
|
|
|
1,236,684
|
|
||
Total current assets
|
4,846,470
|
|
|
4,556,584
|
|
||
Property, Equipment and Improvements, net
|
268,800
|
|
|
257,859
|
|
||
Other Noncurrent Assets:
|
|
|
|
||||
Goodwill
|
4,774,849
|
|
|
4,795,856
|
|
||
Intangibles, net
|
533,638
|
|
|
572,952
|
|
||
Miscellaneous
|
847,076
|
|
|
760,854
|
|
||
Noncurrent assets held for sale
|
1,675,012
|
|
|
1,701,690
|
|
||
Total other noncurrent assets
|
7,830,575
|
|
|
7,831,352
|
|
||
|
$
|
12,945,845
|
|
|
$
|
12,645,795
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Notes payable
|
$
|
24
|
|
|
$
|
3,172
|
|
Accounts payable
|
828,522
|
|
|
776,189
|
|
||
Accrued liabilities
|
1,177,632
|
|
|
1,167,002
|
|
||
Contract liabilities
|
450,864
|
|
|
442,760
|
|
||
Current liabilities held for sale
|
731,158
|
|
|
756,570
|
|
||
Total current liabilities
|
3,188,200
|
|
|
3,145,693
|
|
||
Long-term Debt
|
2,841,536
|
|
|
2,144,167
|
|
||
Other Deferred Liabilities
|
1,237,535
|
|
|
1,260,977
|
|
||
Noncurrent liabilities held for sale
|
122,993
|
|
|
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—136,432,304 shares and 142,217,933 shares as of March 29, 2019 and September 28, 2018, respectively |
136,432
|
|
|
142,218
|
|
||
Additional paid-in capital
|
2,568,809
|
|
|
2,708,839
|
|
||
Retained earnings
|
3,620,873
|
|
|
3,809,991
|
|
||
Accumulated other comprehensive loss
|
(860,260
|
)
|
|
(806,703
|
)
|
||
Total Jacobs stockholders’ equity
|
5,465,854
|
|
|
5,854,345
|
|
||
Noncontrolling interests
|
89,727
|
|
|
90,009
|
|
||
Total Group stockholders’ equity
|
5,555,581
|
|
|
5,944,354
|
|
||
|
$
|
12,945,845
|
|
|
$
|
12,645,795
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
March 29, 2019
|
|
March 30, 2018
|
|
March 29, 2019
|
|
March 30, 2018
|
||||||||
Revenues
|
$
|
3,091,596
|
|
|
$
|
2,870,295
|
|
|
$
|
6,175,384
|
|
|
$
|
4,654,294
|
|
Direct cost of contracts
|
(2,474,755
|
)
|
|
(2,268,667
|
)
|
|
(4,990,023
|
)
|
|
(3,710,572
|
)
|
||||
Gross profit
|
616,841
|
|
|
601,628
|
|
|
1,185,361
|
|
|
943,722
|
|
||||
Selling, general and administrative expenses
|
(514,160
|
)
|
|
(532,873
|
)
|
|
(969,551
|
)
|
|
(879,637
|
)
|
||||
Operating Profit
|
102,681
|
|
|
68,755
|
|
|
215,810
|
|
|
64,085
|
|
||||
Other Income (Expense):
|
|
|
|
|
|
|
|
||||||||
Interest income
|
1,670
|
|
|
1,785
|
|
|
3,774
|
|
|
5,619
|
|
||||
Interest expense
|
(29,423
|
)
|
|
(19,228
|
)
|
|
(54,749
|
)
|
|
(26,320
|
)
|
||||
Miscellaneous income (expense), net
|
36,904
|
|
|
(2,661
|
)
|
|
39,186
|
|
|
(1,436
|
)
|
||||
Total other (expense) income, net
|
9,151
|
|
|
(20,104
|
)
|
|
(11,789
|
)
|
|
(22,137
|
)
|
||||
Earnings from Continuing Operations Before Taxes
|
111,832
|
|
|
48,651
|
|
|
204,021
|
|
|
41,948
|
|
||||
Income Tax Benefit (Expense) for Continuing Operations
|
7,947
|
|
|
(51,856
|
)
|
|
(14,811
|
)
|
|
(79,056
|
)
|
||||
Net Earnings (Loss) of the Group from Continuing Operations
|
119,779
|
|
|
(3,205
|
)
|
|
189,210
|
|
|
(37,108
|
)
|
||||
Net Earnings (Loss) of the Group from Discontinued Operations
|
(57,006
|
)
|
|
55,137
|
|
|
3,153
|
|
|
91,601
|
|
||||
Net Earnings of the Group
|
62,773
|
|
|
51,932
|
|
|
192,363
|
|
|
54,493
|
|
||||
Net Earnings Attributable to Noncontrolling Interests from Continuing Operations
|
(5,024
|
)
|
|
(3,085
|
)
|
|
(9,562
|
)
|
|
(3,416
|
)
|
||||
Net Earnings (Loss) Attributable to Jacobs from Continuing Operations
|
114,755
|
|
|
(6,290
|
)
|
|
179,648
|
|
|
(40,524
|
)
|
||||
Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations
|
(832
|
)
|
|
(260
|
)
|
|
(1,588
|
)
|
|
(327
|
)
|
||||
Net Earnings (Loss) Attributable to Jacobs from Discontinued Operations
|
(57,838
|
)
|
|
54,877
|
|
|
1,565
|
|
|
91,274
|
|
||||
Net Earnings Attributable to Jacobs
|
$
|
56,917
|
|
|
$
|
48,587
|
|
|
$
|
181,213
|
|
|
$
|
50,750
|
|
Net Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Basic Net Earnings from Continuing Operations Per Share
|
$
|
0.83
|
|
|
$
|
(0.04
|
)
|
|
$
|
1.28
|
|
|
$
|
(0.30
|
)
|
Basic Net Earnings from Discontinued Operations Per Share
|
$
|
(0.42
|
)
|
|
$
|
0.39
|
|
|
$
|
0.01
|
|
|
$
|
0.68
|
|
Basic Earnings Per Share
|
$
|
0.41
|
|
|
$
|
0.34
|
|
|
$
|
1.29
|
|
|
$
|
0.38
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted Net Earnings from Continuing Operations Per Share
|
$
|
0.82
|
|
|
$
|
(0.04
|
)
|
|
$
|
1.27
|
|
|
$
|
(0.30
|
)
|
Diluted Net Earnings from Discontinued Operations Per Share
|
$
|
(0.41
|
)
|
|
$
|
0.39
|
|
|
$
|
0.01
|
|
|
$
|
0.68
|
|
Diluted Earnings Per Share
|
$
|
0.41
|
|
|
$
|
0.34
|
|
|
$
|
1.28
|
|
|
$
|
0.38
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
March 29, 2019
|
|
March 30, 2018
|
|
March 29, 2019
|
|
March 30, 2018
|
||||||||
Net Earnings of the Group
|
$
|
62,773
|
|
|
$
|
51,932
|
|
|
$
|
192,363
|
|
|
$
|
54,493
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
31,352
|
|
|
9,714
|
|
|
(21,048
|
)
|
|
27,694
|
|
||||
Gain (loss) on cash flow hedges
|
348
|
|
|
179
|
|
|
2,138
|
|
|
1,061
|
|
||||
Change in pension and retiree medical plan liabilities
|
(43,835
|
)
|
|
2,594
|
|
|
(42,010
|
)
|
|
8,866
|
|
||||
Other comprehensive income (loss) before taxes
|
(12,135
|
)
|
|
12,487
|
|
|
(60,920
|
)
|
|
37,621
|
|
||||
Income Tax (Expense) Benefit:
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges
|
10
|
|
|
(149
|
)
|
|
(533
|
)
|
|
(149
|
)
|
||||
Change in pension and retiree medical plan liabilities
|
8,417
|
|
|
(418
|
)
|
|
7,896
|
|
|
(1,022
|
)
|
||||
Income Tax (Expense) Benefit:
|
8,427
|
|
|
(567
|
)
|
|
7,363
|
|
|
(1,171
|
)
|
||||
Net other comprehensive income (loss)
|
(3,708
|
)
|
|
11,920
|
|
|
(53,557
|
)
|
|
36,450
|
|
||||
Net Comprehensive Income (Loss) of the Group
|
59,065
|
|
|
63,852
|
|
|
138,806
|
|
|
90,943
|
|
||||
Net (Earnings) Loss Attributable to Noncontrolling Interests
|
(5,856
|
)
|
|
(3,345
|
)
|
|
(11,150
|
)
|
|
(3,743
|
)
|
||||
Net Comprehensive Income (Loss) Attributable to Jacobs
|
$
|
53,209
|
|
|
$
|
60,507
|
|
|
$
|
127,656
|
|
|
$
|
87,200
|
|
|
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 December 29, 2017
|
$
|
141,557
|
|
|
$
|
2,628,012
|
|
|
$
|
3,728,527
|
|
|
$
|
(628,985
|
)
|
|
$
|
5,869,111
|
|
|
$
|
92,636
|
|
|
$
|
5,961,747
|
|
Net earnings
|
—
|
|
|
—
|
|
|
48,587
|
|
|
—
|
|
|
48,587
|
|
|
3,345
|
|
|
51,932
|
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
9,714
|
|
|
9,714
|
|
|
—
|
|
|
9,714
|
|
|||||||
Pension and retiree medical plan liability, net of deferred taxes of $418
|
—
|
|
|
—
|
|
|
—
|
|
|
2,177
|
|
|
2,177
|
|
|
—
|
|
|
2,177
|
|
|||||||
Gain on derivatives, net of deferred taxes of $149
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
30
|
|
|
—
|
|
|
30
|
|
|||||||
Noncontrolling interest acquired / consolidated
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,773
|
)
|
|
(2,773
|
)
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
(21,384
|
)
|
|
—
|
|
|
(21,384
|
)
|
|
—
|
|
|
(21,384
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,299
|
)
|
|
(4,299
|
)
|
|||||||
Stock based compensation
|
—
|
|
|
22,570
|
|
|
|
|
—
|
|
|
22,570
|
|
|
—
|
|
|
22,570
|
|
||||||||
Issuances of equity securities including shares withheld for taxes
|
207
|
|
|
8,616
|
|
|
(110
|
)
|
|
—
|
|
|
8,713
|
|
|
—
|
|
|
8,713
|
|
|||||||
Repurchases of equity securities
|
(49
|
)
|
|
(2,933
|
)
|
|
31
|
|
|
—
|
|
|
(2,951
|
)
|
|
—
|
|
|
(2,951
|
)
|
|||||||
Balances at March 30, 2018
|
$
|
141,715
|
|
|
$
|
2,656,265
|
|
|
$
|
3,755,651
|
|
|
$
|
(617,064
|
)
|
|
$
|
5,936,567
|
|
|
$
|
88,909
|
|
|
$
|
6,025,476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances at December 28, 2018
|
$
|
140,400
|
|
|
$
|
2,672,390
|
|
|
$
|
3,796,864
|
|
|
$
|
(856,552
|
)
|
|
$
|
5,753,102
|
|
|
$
|
87,932
|
|
|
$
|
5,841,034
|
|
Net earnings
|
—
|
|
|
—
|
|
|
56,917
|
|
|
—
|
|
|
56,917
|
|
|
5,856
|
|
|
62,773
|
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
|
|
|
31,352
|
|
|
31,352
|
|
|
—
|
|
|
31,352
|
|
|||||||
Pension and retiree medical plan liability, net of deferred taxes of ($8,417)
|
—
|
|
|
—
|
|
|
|
|
|
(35,418
|
)
|
|
(35,418
|
)
|
|
—
|
|
|
(35,418
|
)
|
|||||||
Gain on derivatives, net of deferred taxes of ($10)
|
—
|
|
|
—
|
|
|
|
|
|
358
|
|
|
358
|
|
|
—
|
|
|
358
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
(23,696
|
)
|
|
—
|
|
|
(23,696
|
)
|
|
|
|
(23,696
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(4,061
|
)
|
|
(4,061
|
)
|
|||||||
Stock based compensation
|
—
|
|
|
13,322
|
|
|
|
|
—
|
|
|
13,322
|
|
|
—
|
|
|
13,322
|
|
||||||||
Issuances of equity securities including shares withheld for taxes
|
407
|
|
|
16,362
|
|
|
(216
|
)
|
|
—
|
|
|
16,553
|
|
|
—
|
|
|
16,553
|
|
|||||||
Repurchases of equity securities
|
(4,375
|
)
|
|
(133,265
|
)
|
|
(208,996
|
)
|
|
—
|
|
|
(346,636
|
)
|
|
—
|
|
|
(346,636
|
)
|
|||||||
Balances at March 29, 2019
|
$
|
136,432
|
|
|
$
|
2,568,809
|
|
|
$
|
3,620,873
|
|
|
$
|
(860,260
|
)
|
|
$
|
5,465,854
|
|
|
$
|
89,727
|
|
|
$
|
5,555,581
|
|
|
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
|
—
|
|
|
—
|
|
|
50,750
|
|
|
—
|
|
|
50,750
|
|
|
3,743
|
|
|
54,493
|
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
27,694
|
|
|
27,694
|
|
|
—
|
|
|
27,694
|
|
|||||||
Pension and retiree medical plan liability, net of deferred taxes of $1,022
|
—
|
|
|
—
|
|
|
—
|
|
|
7,844
|
|
|
7,844
|
|
|
—
|
|
|
7,844
|
|
|||||||
Gain on derivatives, net of deferred taxes of $149
|
—
|
|
|
—
|
|
|
—
|
|
|
912
|
|
|
912
|
|
|
—
|
|
|
912
|
|
|||||||
Noncontrolling interest acquired / consolidated
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,193
|
|
|
38,193
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
(21,384
|
)
|
|
—
|
|
|
(21,384
|
)
|
|
—
|
|
|
(21,384
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
7,705
|
|
|
—
|
|
|
7,705
|
|
|
(12,026
|
)
|
|
(4,321
|
)
|
|||||||
Stock based compensation
|
—
|
|
|
49,043
|
|
|
(1,854
|
)
|
|
—
|
|
|
47,189
|
|
|
—
|
|
|
47,189
|
|
|||||||
Issuances of equity securities including shares withheld for taxes
|
21,378
|
|
|
1,370,373
|
|
|
(1,295
|
)
|
|
—
|
|
|
1,390,456
|
|
|
—
|
|
|
1,390,456
|
|
|||||||
Repurchases of equity securities
|
(49
|
)
|
|
(2,933
|
)
|
|
31
|
|
|
—
|
|
|
(2,951
|
)
|
|
—
|
|
|
(2,951
|
)
|
|||||||
Balances at March 30, 2018
|
$
|
141,715
|
|
|
$
|
2,656,265
|
|
|
$
|
3,755,651
|
|
|
$
|
(617,064
|
)
|
|
$
|
5,936,567
|
|
|
$
|
88,909
|
|
|
$
|
6,025,476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
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
|
—
|
|
|
—
|
|
|
181,213
|
|
|
—
|
|
|
181,213
|
|
|
11,150
|
|
|
192,363
|
|
|||||||
Adoption of ASC 606, net of deferred taxes of ($10,285)
|
—
|
|
|
—
|
|
|
(37,209
|
)
|
|
—
|
|
|
(37,209
|
)
|
|
—
|
|
|
(37,209
|
)
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,048
|
)
|
|
(21,048
|
)
|
|
—
|
|
|
(21,048
|
)
|
|||||||
Pension and retiree medical plan liability, net of deferred taxes of ($7,896)
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,114
|
)
|
|
(34,114
|
)
|
|
—
|
|
|
(34,114
|
)
|
|||||||
Gain on derivatives, net of deferred taxes of $533
|
—
|
|
|
—
|
|
|
—
|
|
|
1,605
|
|
|
1,605
|
|
|
—
|
|
|
1,605
|
|
|||||||
Noncontrolling interest acquired / consolidated
|
—
|
|
|
(1,113
|
)
|
|
—
|
|
|
|
|
(1,113
|
)
|
|
—
|
|
|
(1,113
|
)
|
||||||||
Dividends
|
—
|
|
|
—
|
|
|
(23,929
|
)
|
|
—
|
|
|
(23,929
|
)
|
|
—
|
|
|
(23,929
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,432
|
)
|
|
(11,432
|
)
|
|||||||
Stock based compensation
|
—
|
|
|
28,910
|
|
|
6
|
|
|
—
|
|
|
28,916
|
|
|
—
|
|
|
28,916
|
|
|||||||
Issuances of equity securities including shares withheld for taxes
|
913
|
|
|
9,854
|
|
|
(5,144
|
)
|
|
—
|
|
|
5,623
|
|
|
—
|
|
|
5,623
|
|
|||||||
Repurchases of equity securities
|
(6,699
|
)
|
|
(177,681
|
)
|
|
(304,055
|
)
|
|
—
|
|
|
(488,435
|
)
|
|
—
|
|
|
(488,435
|
)
|
|||||||
Balances at March 29, 2019
|
$
|
136,432
|
|
|
$
|
2,568,809
|
|
|
$
|
3,620,873
|
|
|
$
|
(860,260
|
)
|
|
$
|
5,465,854
|
|
|
$
|
89,727
|
|
|
$
|
5,555,581
|
|
|
For the Six Months Ended
|
||||||
|
March 29, 2019
|
|
March 30, 2018
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net earnings attributable to the Group
|
$
|
192,363
|
|
|
$
|
54,493
|
|
Adjustments to reconcile net earnings to net cash flows (used for) provided by operations:
|
|
|
|
||||
Depreciation and amortization:
|
|
|
|
||||
Property, equipment and improvements
|
43,812
|
|
|
59,139
|
|
||
Intangible assets
|
37,963
|
|
|
36,048
|
|
||
(Gain) Loss on disposal of businesses and investments
|
—
|
|
|
(444
|
)
|
||
Stock based compensation
|
28,916
|
|
|
47,189
|
|
||
Equity in earnings of operating ventures, net
|
(5,325
|
)
|
|
787
|
|
||
(Gain) Losses on disposals of assets, net
|
3,730
|
|
|
3,917
|
|
||
Loss (Gain) on pension and retiree medical plan changes
|
(34,621
|
)
|
|
3,819
|
|
||
Deferred income taxes
|
(31,008
|
)
|
|
6,799
|
|
||
Changes in assets and liabilities, excluding the effects of businesses acquired:
|
|
|
|
||||
Receivables and contract assets
|
(252,731
|
)
|
|
(171,912
|
)
|
||
Prepaid expenses and other current assets
|
47,733
|
|
|
(2,361
|
)
|
||
Accounts payable
|
(6,754
|
)
|
|
17,972
|
|
||
Accrued liabilities
|
(57,763
|
)
|
|
(20,625
|
)
|
||
Contract liabilities
|
57,881
|
|
|
33,599
|
|
||
Other deferred liabilities
|
(48,761
|
)
|
|
(17,420
|
)
|
||
Other, net
|
(30,667
|
)
|
|
3,204
|
|
||
Net cash (used for) provided by operating activities
|
(55,232
|
)
|
|
54,204
|
|
||
Cash Flows Used for Investing Activities:
|
|
|
|
||||
Additions to property and equipment
|
(61,480
|
)
|
|
(44,845
|
)
|
||
Disposals of property and equipment and other assets
|
7,240
|
|
|
428
|
|
||
Distributions of capital from (contributions to) equity investees
|
(3,904
|
)
|
|
(7,696
|
)
|
||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(1,484,817
|
)
|
||
Proceeds (payments) related to sales of businesses
|
—
|
|
|
3,403
|
|
||
Purchases of noncontrolling interests
|
(1,113
|
)
|
|
—
|
|
||
Net cash used for investing activities
|
(59,257
|
)
|
|
(1,533,527
|
)
|
||
Cash Flows Provided by Financing Activities:
|
|
|
|
||||
Proceeds from long-term borrowings
|
1,648,903
|
|
|
3,058,088
|
|
||
Repayments of long-term borrowings
|
(949,176
|
)
|
|
(1,495,887
|
)
|
||
Proceeds from short-term borrowings
|
1
|
|
|
699
|
|
||
Repayments of short-term borrowings
|
(4,157
|
)
|
|
(699
|
)
|
||
Debt issuance costs
|
(3,741
|
)
|
|
—
|
|
||
Proceeds from issuances of common stock
|
25,945
|
|
|
26,636
|
|
||
Common stock repurchases
|
(488,435
|
)
|
|
(2,951
|
)
|
||
Taxes paid on vested restricted stock
|
(20,317
|
)
|
|
(17,140
|
)
|
||
Cash dividends, including to noncontrolling interests
|
(56,390
|
)
|
|
(44,233
|
)
|
Net cash provided by (used for) financing activities
|
152,633
|
|
|
1,524,513
|
|
||
Effect of Exchange Rate Changes
|
19,136
|
|
|
16,074
|
|
||
Net Increase in Cash and Cash Equivalents
|
57,280
|
|
|
61,264
|
|
||
Cash and Cash Equivalents at the Beginning of the Period
|
793,358
|
|
|
774,151
|
|
||
Cash and Cash Equivalents at the End of the Period
|
850,638
|
|
|
835,415
|
|
||
Less Cash and Cash Equivalents included in Assets held for Sale
|
(176,090
|
)
|
|
(164,612
|
)
|
||
Cash and Cash Equivalents of Continuing Operations at the End of the Period
|
$
|
674,548
|
|
|
$
|
670,803
|
|
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 March 30, 2018
|
|
Six Months Ended March 30, 2018
|
||||
Personnel costs
|
$
|
4.7
|
|
|
$
|
45.9
|
|
Professional services and other expenses
|
0.2
|
|
|
26.9
|
|
||
Total
|
$
|
4.9
|
|
|
$
|
72.8
|
|
|
Six Months Ended March 30, 2018
|
||
Revenues
|
$
|
7,713.1
|
|
Net earnings of the Group
|
$
|
77.7
|
|
Net earnings (loss) attributable to Jacobs
|
$
|
71.8
|
|
Net earnings (loss) attributable to Jacobs per share:
|
|
||
Basic earnings (loss) per share
|
$
|
0.50
|
|
Diluted earnings (loss) per share
|
$
|
0.50
|
|
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
|
(2
|
)
|
|
(5
|
)
|
|
(7
|
)
|
|||
Balance March 29, 2019
|
$
|
1,569
|
|
|
$
|
3,206
|
|
|
$
|
4,775
|
|
|
Customer Relationships, Contracts and Backlog
|
|
Trade Names
|
|
Lease Intangible Assets
|
|
Total
|
||||||||
Balances September 28, 2018
|
$
|
568,323
|
|
|
$
|
2,102
|
|
|
$
|
2,527
|
|
|
$
|
572,952
|
|
Amortization
|
(36,168
|
)
|
|
(889
|
)
|
|
(292
|
)
|
|
(37,349
|
)
|
||||
Foreign currency translation
|
(2,004
|
)
|
|
39
|
|
|
—
|
|
|
(1,965
|
)
|
||||
Balances March 29, 2019
|
$
|
530,151
|
|
|
$
|
1,252
|
|
|
$
|
2,235
|
|
|
$
|
533,638
|
|
Fiscal Year
|
|
(in millions)
|
||
2019
|
|
$
|
31.8
|
|
2020
|
|
70.0
|
|
|
2021
|
|
66.4
|
|
|
2022
|
|
65.3
|
|
|
2023
|
|
65.0
|
|
|
Thereafter
|
|
227.0
|
|
|
Total
|
|
$
|
525.5
|
|
7.
|
Discontinued Operations - Sale of Energy, Chemicals and Resources ("ECR") Business
|
|
Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
March 29, 2019
|
|
March 30, 2018
|
|
March 29, 2019
|
|
March 30, 2018
|
||||||||
Revenues
|
$
|
1,161,083
|
|
|
$
|
1,064,733
|
|
|
$
|
2,325,790
|
|
|
$
|
2,031,045
|
|
Direct cost of contracts
|
(999,944
|
)
|
|
(898,292
|
)
|
|
(1,995,550
|
)
|
|
(1,724,795
|
)
|
||||
Gross profit
|
161,139
|
|
|
166,441
|
|
|
330,240
|
|
|
306,250
|
|
||||
Selling, general and administrative expenses
|
(202,590
|
)
|
|
(94,959
|
)
|
|
(293,600
|
)
|
|
(188,505
|
)
|
||||
Operating Profit (Loss)
|
(41,451
|
)
|
|
71,482
|
|
|
36,640
|
|
|
117,745
|
|
||||
Total other (expense) income, net
|
(34,413
|
)
|
|
2,034
|
|
|
(32,293
|
)
|
|
4,390
|
|
||||
Earnings (Loss) Before Taxes from Discontinued Operations
|
(75,864
|
)
|
|
73,516
|
|
|
4,347
|
|
|
122,135
|
|
||||
Income Tax Benefit (Expense)
|
18,858
|
|
|
(18,379
|
)
|
|
(1,194
|
)
|
|
(30,534
|
)
|
||||
Net Earnings (Loss) of the Group from Discontinued Operations
|
$
|
(57,006
|
)
|
|
$
|
55,137
|
|
|
$
|
3,153
|
|
|
$
|
91,601
|
|
|
March 29, 2019
|
|
September 28, 2018
|
||||
Cash and cash equivalents
|
$
|
176,090
|
|
|
$
|
158,488
|
|
Receivables and contract assets
|
1,087,492
|
|
|
1,040,996
|
|
||
Prepaid expenses and other
|
33,848
|
|
|
37,200
|
|
||
Current assets held for sale
|
$
|
1,297,430
|
|
|
$
|
1,236,684
|
|
Property, Equipment and Improvements, net
|
$
|
199,207
|
|
|
$
|
199,847
|
|
Goodwill
|
1,291,794
|
|
|
1,308,000
|
|
||
Intangibles, net
|
82,396
|
|
|
83,005
|
|
||
Miscellaneous
|
101,615
|
|
|
110,838
|
|
||
Noncurrent assets held for sale
|
$
|
1,675,012
|
|
|
$
|
1,701,690
|
|
Notes payable
|
$
|
1,118
|
|
|
$
|
1,782
|
|
Accounts payable
|
283,481
|
|
|
351,482
|
|
||
Accrued liabilities
|
304,454
|
|
|
321,627
|
|
||
Contract liabilities
|
142,105
|
|
|
81,679
|
|
||
Current liabilities held for sale
|
$
|
731,158
|
|
|
$
|
756,570
|
|
Long-term Debt
|
$
|
1,384
|
|
|
$
|
2,710
|
|
Other Deferred Liabilities
|
$
|
121,609
|
|
|
$
|
147,894
|
|
Noncurrent liabilities held for sale
|
$
|
122,993
|
|
|
$
|
150,604
|
|
|
For the Six Months Ended
|
||||||
|
March 29, 2019
|
|
March 30, 2018
|
||||
Depreciation and amortization:
|
|
|
|
||||
Property, equipment and improvements
|
$
|
2,110
|
|
|
$
|
13,899
|
|
Intangible assets
|
$
|
614
|
|
|
$
|
6,296
|
|
Additions to property and equipment
|
$
|
(2,571
|
)
|
|
$
|
(11,346
|
)
|
Stock based compensation
|
$
|
7,220
|
|
|
$
|
4,866
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
March 29, 2019
|
|
March 30, 2018
|
|
March 29, 2019
|
|
March 30, 2018
|
||||||||
Revenues from External Customers:
|
|
|
|
|
|
|
|
||||||||
Aerospace, Technology and Nuclear
|
$
|
1,059,508
|
|
|
$
|
923,905
|
|
|
$
|
2,094,537
|
|
|
$
|
1,634,780
|
|
Buildings, Infrastructure and Advanced Facilities
|
2,032,088
|
|
|
1,946,390
|
|
|
4,080,847
|
|
|
3,019,514
|
|
||||
Total
|
$
|
3,091,596
|
|
|
$
|
2,870,295
|
|
|
$
|
6,175,384
|
|
|
$
|
4,654,294
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
March 29, 2019
|
|
March 30, 2018
|
|
March 29, 2019
|
|
March 30, 2018
|
||||||||
Segment Operating Profit:
|
|
|
|
|
|
|
|
||||||||
Aerospace, Technology and Nuclear
|
$
|
73,831
|
|
|
$
|
52,458
|
|
|
$
|
145,982
|
|
|
$
|
113,524
|
|
Buildings, Infrastructure and Advanced Facilities
|
172,689
|
|
|
144,755
|
|
|
332,148
|
|
|
211,615
|
|
||||
Total Segment Operating Profit
|
246,520
|
|
|
197,213
|
|
|
478,130
|
|
|
325,139
|
|
||||
Other Corporate Expenses (1)
|
(49,901
|
)
|
|
(47,133
|
)
|
|
(121,149
|
)
|
|
(96,361
|
)
|
||||
Restructuring and Other Charges
|
(93,938
|
)
|
|
(76,473
|
)
|
|
(141,171
|
)
|
|
(92,200
|
)
|
||||
Transaction Costs
|
—
|
|
|
(4,852
|
)
|
|
—
|
|
|
(72,493
|
)
|
||||
Total U.S. GAAP Operating Profit
|
102,681
|
|
|
68,755
|
|
|
215,810
|
|
|
64,085
|
|
||||
Total Other (Expense) Income, net (2)
|
9,151
|
|
|
(20,104
|
)
|
|
(11,789
|
)
|
|
(22,137
|
)
|
||||
Earnings from Continuing Operations Before Taxes
|
$
|
111,832
|
|
|
$
|
48,651
|
|
|
$
|
204,021
|
|
|
$
|
41,948
|
|
(1)
|
Other corporate expenses include costs that were previously allocated to the ECR segment prior to discontinued operations presentation in connection with the ECR sale in the approximate amounts of
$6.4 million
for the three-month periods ended
March 29, 2019
and
March 30, 2018
, respectively, and
$12.8 million
for the six-month periods ended
March 29, 2019
and
March 30, 2018
, respectively. Other corporate expenses also include intangibles amortization of
$18.7 million
and
$18.2 million
for the three-month periods ended
March 29, 2019
and
March 30, 2018
, respectively and
$37.3 million
and
$29.8 million
for the six-month periods ended
March 29, 2019
and
March 30, 2018
, respectively.
|
(2)
|
Includes gain on the settlement of the CH2M retiree medical plans of
$32.4 million
and $
34.6 million
and the amortization of deferred financing fees related to the CH2M acquisition of
$0.5 million
and
$1.0 million
for the three- and six-month periods ended
March 29, 2019
, as well as amortization of deferred financing fees related to the CH2M acquisition of
$0.5 million
and
$0.7 million
for the three- and six-month periods ended
March 30, 2018
.
|
|
March 29, 2019
|
|
September 28, 2018
|
||||
Components of receivables and contract assets:
|
|
|
|
||||
Amounts billed, net
|
$
|
1,171,636
|
|
|
$
|
1,107,250
|
|
Unbilled receivables and other
|
1,531,998
|
|
|
1,393,245
|
|
||
Contract assets
|
43,538
|
|
|
13,439
|
|
||
Total receivables and contract assets, net
|
$
|
2,747,172
|
|
|
$
|
2,513,934
|
|
Other information about receivables:
|
|
|
|
||||
Amounts due from the United States federal government, included above, net of advanced billings
|
$
|
557,118
|
|
|
$
|
472,846
|
|
10.
|
Joint Ventures and VIEs
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 29, 2019
|
|
March 30, 2018
|
|
March 29, 2019
|
|
March 30, 2018
|
||||||||
Aerospace, Technology and Nuclear
|
$
|
341
|
|
|
$
|
1,409
|
|
|
$
|
790
|
|
|
$
|
1,722
|
|
Buildings, Infrastructure and Advanced Facilities
|
47,626
|
|
|
18,287
|
|
|
58,025
|
|
|
21,178
|
|
||||
Corporate
(1)
|
18,854
|
|
|
57,243
|
|
|
53,065
|
|
|
69,768
|
|
||||
Continuing Operations
|
66,821
|
|
|
76,939
|
|
|
111,880
|
|
|
92,668
|
|
||||
Energy, Chemicals and Resources (included in Discontinued Operations)
|
2,801
|
|
|
(7,588
|
)
|
|
(2,857
|
)
|
|
(3,967
|
)
|
||||
Total
|
$
|
69,622
|
|
|
$
|
69,351
|
|
|
$
|
109,023
|
|
|
$
|
88,701
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 29, 2019
|
|
March 30, 2018
|
|
March 29, 2019
|
|
March 30, 2018
|
||||||||
Lease Abandonments
|
$
|
40,875
|
|
|
$
|
37,073
|
|
|
$
|
43,359
|
|
|
$
|
40,436
|
|
Involuntary Terminations
|
8,050
|
|
|
16,936
|
|
|
10,959
|
|
|
19,120
|
|
||||
Outside Services
|
37,709
|
|
|
8,170
|
|
|
56,134
|
|
|
16,759
|
|
||||
Other
(1)
|
(17,012
|
)
|
|
7,172
|
|
|
(1,429
|
)
|
|
12,386
|
|
||||
Total
|
$
|
69,622
|
|
|
$
|
69,351
|
|
|
$
|
109,023
|
|
|
$
|
88,701
|
|
Lease Abandonments
|
$
|
336,132
|
|
Involuntary Terminations
|
232,601
|
|
|
Outside Services
|
116,811
|
|
|
Other
(1)
|
94,823
|
|
|
Total
|
$
|
780,367
|
|
|
Interest Rate
|
|
Maturity
|
|
March 29, 2019
|
|
September 28, 2018
|
||||
New Credit Agreement
|
LIBOR + applicable margin (1)
|
|
March 2024
|
|
$
|
845,785
|
|
|
$
|
—
|
|
Revolving Credit Facility
|
LIBOR + applicable margin (2)
|
|
February 2020
|
|
$
|
—
|
|
|
$
|
149,129
|
|
Term Loan Facility
|
LIBOR + applicable margin (3)
|
|
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
|
|
|
|
|
(4,249
|
)
|
|
(4,998
|
)
|
||
Other
|
Varies
|
|
Varies
|
|
—
|
|
|
36
|
|
||
Total Long-term debt, net
|
|
|
|
|
$
|
2,841,536
|
|
|
$
|
2,144,167
|
|
(1)
|
Depending on the Company’s Consolidated Leverage Ratio (as defined in the credit agreement governing the New Credit Agreement), borrowings under the New Credit Agreement bear interest at either a eurocurrency rate plus a margin of between
0.875%
and
1.5%
or a base rate plus a margin of between
0%
and
0.5%
. The applicable LIBOR rates at
March 29, 2019
were approximately
1.38%
to
3.78%
.
|
(2)
|
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
were approximately
1.38%
to
3.47%
, respectively.
|
(3)
|
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
March 29, 2019
and
September 28, 2018
were approximately
3.87%
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
|
|
Six Months Ended
|
||||||||||||||||||||
|
March 29, 2019
|
|
March 29, 2019
|
||||||||||||||||||||
(in thousands)
|
Recognition
Under Previous Guidance |
|
Impact of the
Adoption of ASC Topic 606 |
|
Recognition
Under ASC Topic 606 |
|
Recognition
Under Previous Guidance |
|
Impact of the
Adoption of ASC Topic 606 |
|
Recognition
Under ASC Topic 606 |
||||||||||||
Revenues
|
$
|
3,083,889
|
|
|
$
|
7,707
|
|
|
$
|
3,091,596
|
|
|
$
|
6,161,353
|
|
|
$
|
14,031
|
|
|
$
|
6,175,384
|
|
Direct costs of contracts
|
(2,474,755
|
)
|
|
—
|
|
|
(2,474,755
|
)
|
|
(4,990,023
|
)
|
|
—
|
|
|
(4,990,023
|
)
|
||||||
Gross profit
|
609,134
|
|
|
7,707
|
|
|
616,841
|
|
|
1,171,330
|
|
|
14,031
|
|
|
1,185,361
|
|
||||||
Operating Profit
|
94,974
|
|
|
7,707
|
|
|
102,681
|
|
|
201,779
|
|
|
14,031
|
|
|
215,810
|
|
||||||
Earnings from Continuing Operations Before Taxes
|
104,125
|
|
|
7,707
|
|
|
111,832
|
|
|
189,990
|
|
|
14,031
|
|
|
204,021
|
|
||||||
Income tax expense for Continuing Operations
|
9,231
|
|
|
(1,284
|
)
|
|
7,947
|
|
|
(12,340
|
)
|
|
(2,471
|
)
|
|
(14,811
|
)
|
||||||
Net Earnings of the Group from Continuing Operations
|
113,356
|
|
|
6,423
|
|
|
119,779
|
|
|
177,650
|
|
|
11,560
|
|
|
189,210
|
|
||||||
Net Earnings of the Group from Discontinued Operations
|
(59,343
|
)
|
|
2,337
|
|
|
(57,006
|
)
|
|
(355
|
)
|
|
3,508
|
|
|
3,153
|
|
||||||
Net Earnings of the Group
|
54,013
|
|
|
8,760
|
|
|
62,773
|
|
|
177,295
|
|
|
15,068
|
|
|
192,363
|
|
||||||
Net Earnings Attributable to Jacobs from Continuing Operations
|
108,332
|
|
|
6,423
|
|
|
114,755
|
|
|
168,088
|
|
|
11,560
|
|
|
179,648
|
|
||||||
Net Earnings Attributable to Jacobs from Discontinued Operations
|
(60,175
|
)
|
|
2,337
|
|
|
(57,838
|
)
|
|
(1,943
|
)
|
|
3,508
|
|
|
1,565
|
|
||||||
Net Earnings Attributable to Jacobs
|
$
|
48,157
|
|
|
$
|
8,760
|
|
|
$
|
56,917
|
|
|
$
|
166,145
|
|
|
$
|
15,068
|
|
|
$
|
181,213
|
|
|
March 29, 2019
|
||||||||||
(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)
|
$
|
2,743,892
|
|
|
$
|
3,280
|
|
|
$
|
2,747,172
|
|
Current assets held for sale
|
$
|
1,298,430
|
|
|
$
|
(1,000
|
)
|
|
$
|
1,297,430
|
|
Miscellaneous noncurrent assets
|
$
|
849,563
|
|
|
$
|
(2,487
|
)
|
|
$
|
847,076
|
|
Contract Liabilities (previously presented as Billings in excess of costs)
|
$
|
461,396
|
|
|
$
|
(10,532
|
)
|
|
$
|
450,864
|
|
Current liabilities held for sale
|
$
|
733,302
|
|
|
$
|
(2,144
|
)
|
|
$
|
731,158
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 29, 2019
|
|
March 30, 2018
|
|
March 29, 2019
|
|
March 30, 2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
2,161,334
|
|
|
$
|
1,919,599
|
|
|
$
|
4,343,638
|
|
|
$
|
3,038,432
|
|
Europe
|
600,903
|
|
|
623,397
|
|
|
1,215,127
|
|
|
1,087,492
|
|
||||
Canada
|
50,021
|
|
|
52,651
|
|
|
100,509
|
|
|
59,555
|
|
||||
Asia
|
43,765
|
|
|
42,194
|
|
|
79,376
|
|
|
74,458
|
|
||||
India
|
18,364
|
|
|
15,711
|
|
|
31,002
|
|
|
25,358
|
|
||||
Australia and New Zealand
|
123,235
|
|
|
149,830
|
|
|
249,883
|
|
|
290,708
|
|
||||
South America and Mexico
|
3,370
|
|
|
5,187
|
|
|
6,020
|
|
|
6,960
|
|
||||
Middle East and Africa
|
90,604
|
|
|
61,726
|
|
|
149,829
|
|
|
71,331
|
|
||||
Total
|
$
|
3,091,596
|
|
|
$
|
2,870,295
|
|
|
$
|
6,175,384
|
|
|
$
|
4,654,294
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 29, 2019
|
|
March 30, 2018
|
|
March 29, 2019
|
|
March 30, 2018
|
||||||||
Component:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
2,127
|
|
|
$
|
2,696
|
|
|
$
|
4,333
|
|
|
$
|
4,977
|
|
Interest cost
|
17,715
|
|
|
14,860
|
|
|
35,828
|
|
|
30,284
|
|
||||
Expected return on plan assets
|
(26,709
|
)
|
|
(24,602
|
)
|
|
(53,418
|
)
|
|
(49,675
|
)
|
||||
Amortization of previously unrecognized items
|
3,489
|
|
|
2,510
|
|
|
6,171
|
|
|
4,800
|
|
||||
Plan Amendment and settlement loss (gain)
|
(32,449
|
)
|
|
—
|
|
|
(34,621
|
)
|
|
3,819
|
|
||||
|
$
|
(35,827
|
)
|
|
$
|
(4,536
|
)
|
|
$
|
(41,707
|
)
|
|
$
|
(5,795
|
)
|
Cash contributions made during the first six months of fiscal 2019
|
$
|
17,116
|
|
Cash contributions projected for the remainder of fiscal 2019
|
16,870
|
|
|
Total
|
$
|
33,986
|
|
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
|
)
|
Other comprehensive income (loss)
|
(3,236
|
)
|
|
31,352
|
|
|
418
|
|
|
28,534
|
|
||||
Reclassifications from other comprehensive income (loss)
|
(32,182)
|
|
|
—
|
|
|
(60)
|
|
|
(32,242)
|
|
||||
Balance at March 29, 2019
|
$
|
(343,981
|
)
|
|
$
|
(517,065
|
)
|
|
$
|
786
|
|
|
$
|
(860,260
|
)
|
16.
|
Income Taxes
|
17.
|
Earnings Per Share and Certain Related Information
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 29, 2019
|
|
March 30, 2018
|
|
March 29, 2019
|
|
March 30, 2018
|
||||||||
Numerator for Basic and Diluted EPS:
|
|
|
|
|
|
|
|
||||||||
Net earnings (loss) attributable to Jacobs from continuing operations
|
$
|
114,755
|
|
|
$
|
(6,290
|
)
|
|
$
|
179,648
|
|
|
$
|
(40,524
|
)
|
Net earnings (loss) from continuing operations allocated to participating securities
|
(191
|
)
|
|
33
|
|
|
(338
|
)
|
|
247
|
|
||||
Net earnings (loss) from continuing operations allocated to common stock for EPS calculation
|
$
|
114,564
|
|
|
$
|
(6,257
|
)
|
|
$
|
179,310
|
|
|
$
|
(40,277
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net earnings (loss) attributable to Jacobs from discontinued operations
|
$
|
(57,838
|
)
|
|
$
|
54,877
|
|
|
$
|
1,565
|
|
|
$
|
91,274
|
|
Net earnings (loss) from discontinued operations allocated to participating securities
|
96
|
|
|
(287
|
)
|
|
(3
|
)
|
|
(557
|
)
|
||||
Net earnings (loss) from discontinued operations allocated to common stock for EPS calculation
|
$
|
(57,742
|
)
|
|
$
|
54,590
|
|
|
$
|
1,562
|
|
|
$
|
90,717
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings allocated to common stock for EPS calculation
|
$
|
56,822
|
|
|
$
|
48,333
|
|
|
$
|
180,872
|
|
|
$
|
50,440
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator for Basic and Diluted EPS:
|
|
|
|
|
|
|
|
||||||||
Weighted average basic shares
|
138,566
|
|
|
142,531
|
|
|
140,509
|
|
|
133,770
|
|
||||
Shares allocated to participating securities
|
(231
|
)
|
|
(746
|
)
|
|
(264
|
)
|
|
(816
|
)
|
||||
Shares used for calculating basic EPS attributable to common stock
|
$
|
138,335
|
|
|
$
|
141,785
|
|
|
$
|
140,245
|
|
|
$
|
132,954
|
|
|
|
|
|
|
|
|
|
||||||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock compensation plans
|
981
|
|
|
—
|
|
|
1,202
|
|
|
—
|
|
||||
Shares used for calculating diluted EPS attributable to common stock
|
139,316
|
|
|
141,785
|
|
|
141,447
|
|
|
132,954
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Basic Net Earnings from Continuing Operations Per Share
|
$
|
0.83
|
|
|
$
|
(0.04
|
)
|
|
$
|
1.28
|
|
|
$
|
(0.30
|
)
|
Basic Net Earnings from Discontinued Operations Per Share
|
$
|
(0.42
|
)
|
|
$
|
0.39
|
|
|
$
|
0.01
|
|
|
$
|
0.68
|
|
Basic EPS
|
$
|
0.41
|
|
|
$
|
0.34
|
|
|
$
|
1.29
|
|
|
$
|
0.38
|
|
Diluted Net Earnings from Continuing Operations Per Share
|
$
|
0.82
|
|
|
$
|
(0.04
|
)
|
|
$
|
1.27
|
|
|
$
|
(0.30
|
)
|
Diluted Net Earnings from Discontinued Operations Per Share
|
$
|
(0.41
|
)
|
|
$
|
0.39
|
|
|
$
|
0.01
|
|
|
$
|
0.68
|
|
Diluted EPS
|
$
|
0.41
|
|
|
$
|
0.34
|
|
|
$
|
1.28
|
|
|
$
|
0.38
|
|
Amount Authorized
|
|
Average Price Per
Share (1) |
|
Total Shares
Retired |
|
Shares
Repurchased |
$500,000,000
|
|
$61.24
|
|
3,891,630
|
|
3,891,630
|
(1)
|
Includes commissions paid and calculated at the average price per share.
|
Amount Authorized
|
|
Price per share on initial delivery
|
|
Total Shares
Retired |
|
Shares
Repurchased |
$1,000,000,000
|
|
$71.25
|
|
2,807,018
|
|
2,807,018
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Cash Amount (per share)
|
January 17, 2019
|
|
February 15, 2019
|
|
March 15, 2019
|
|
$0.17
|
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
|
|
Six Months Ended
|
||||||||||||
|
March 29, 2019
|
|
March 30, 2018
|
|
March 29, 2019
|
|
March 30, 2018
|
||||||||
Aerospace, Technology and Nuclear
|
$
|
341
|
|
|
$
|
1,409
|
|
|
$
|
790
|
|
|
$
|
1,722
|
|
Buildings, Infrastructure and Advanced Facilities
|
47,626
|
|
|
18,287
|
|
|
58,025
|
|
|
21,178
|
|
||||
Corporate
(1)
|
18,854
|
|
|
57,243
|
|
|
53,065
|
|
|
69,768
|
|
||||
Continuing Operations
|
66,821
|
|
|
76,939
|
|
|
111,880
|
|
|
92,668
|
|
||||
Energy, Chemicals and Resources (included in Discontinued Operations)
|
2,801
|
|
|
(7,588
|
)
|
|
(2,857
|
)
|
|
(3,967
|
)
|
||||
Total
|
$
|
69,622
|
|
|
$
|
69,351
|
|
|
$
|
109,023
|
|
|
$
|
88,701
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 29, 2019
|
|
March 30, 2018
|
|
March 29, 2019
|
|
March 30, 2018
|
||||||||
Lease Abandonments
|
$
|
40,875
|
|
|
$
|
37,073
|
|
|
$
|
43,359
|
|
|
$
|
40,436
|
|
Involuntary Terminations
|
8,050
|
|
|
16,936
|
|
|
10,959
|
|
|
19,120
|
|
||||
Outside Services
|
37,709
|
|
|
8,170
|
|
|
56,134
|
|
|
16,759
|
|
||||
Other
(1)
|
(17,012
|
)
|
|
7,172
|
|
|
(1,429
|
)
|
|
12,386
|
|
||||
Total
|
$
|
69,622
|
|
|
$
|
69,351
|
|
|
$
|
109,023
|
|
|
$
|
88,701
|
|
Lease Abandonments
|
$
|
336,132
|
|
Involuntary Terminations
|
232,601
|
|
|
Outside Services
|
116,811
|
|
|
Other
(1)
|
94,823
|
|
|
Total
|
$
|
780,367
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
March 29, 2019
|
|
March 30, 2018
|
|
March 29, 2019
|
|
March 30, 2018
|
||||||||
Revenues
|
$
|
3,091,596
|
|
|
$
|
2,870,295
|
|
|
$
|
6,175,384
|
|
|
$
|
4,654,294
|
|
Direct cost of contracts
|
(2,474,755
|
)
|
|
(2,268,667
|
)
|
|
(4,990,023
|
)
|
|
(3,710,572
|
)
|
||||
Gross profit
|
616,841
|
|
|
601,628
|
|
|
1,185,361
|
|
|
943,722
|
|
||||
Selling, general and administrative expenses
|
(514,160
|
)
|
|
(532,873
|
)
|
|
(969,551
|
)
|
|
(879,637
|
)
|
||||
Operating Profit
|
102,681
|
|
|
68,755
|
|
|
215,810
|
|
|
64,085
|
|
||||
Other Income (Expense):
|
|
|
|
|
|
|
|
||||||||
Interest income
|
1,670
|
|
|
1,785
|
|
|
3,774
|
|
|
5,619
|
|
||||
Interest expense
|
(29,423
|
)
|
|
(19,228
|
)
|
|
(54,749
|
)
|
|
(26,320
|
)
|
||||
Miscellaneous income (expense), net
|
36,904
|
|
|
(2,661
|
)
|
|
39,186
|
|
|
(1,436
|
)
|
||||
Total other (expense) income, net
|
9,151
|
|
|
(20,104
|
)
|
|
(11,789
|
)
|
|
(22,137
|
)
|
||||
Earnings from Continuing Operations Before Taxes
|
111,832
|
|
|
48,651
|
|
|
204,021
|
|
|
41,948
|
|
||||
Income Tax Benefit (Expense) for Continuing Operations
|
7,947
|
|
|
(51,856
|
)
|
|
(14,811
|
)
|
|
(79,056
|
)
|
||||
Net Earnings (Loss) of the Group from Continuing Operations
|
119,779
|
|
|
(3,205
|
)
|
|
189,210
|
|
|
(37,108
|
)
|
||||
Net Earnings (Loss) of the Group from Discontinued Operations
|
(57,006
|
)
|
|
55,137
|
|
|
3,153
|
|
|
91,601
|
|
||||
Net Earnings of the Group
|
62,773
|
|
|
51,932
|
|
|
192,363
|
|
|
54,493
|
|
||||
Net Earnings Attributable to Noncontrolling Interests from Continuing Operations
|
(5,024
|
)
|
|
(3,085
|
)
|
|
(9,562
|
)
|
|
(3,416
|
)
|
||||
Net Earnings (Loss) Attributable to Jacobs from Continuing Operations
|
114,755
|
|
|
(6,290
|
)
|
|
179,648
|
|
|
(40,524
|
)
|
||||
Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations
|
(832
|
)
|
|
(260
|
)
|
|
(1,588
|
)
|
|
(327
|
)
|
||||
Net Earnings (Loss) Attributable to Jacobs from Discontinued Operations
|
(57,838
|
)
|
|
54,877
|
|
|
1,565
|
|
|
91,274
|
|
||||
Net Earnings Attributable to Jacobs
|
$
|
56,917
|
|
|
$
|
48,587
|
|
|
$
|
181,213
|
|
|
$
|
50,750
|
|
Net Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Basic Net Earnings from Continuing Operations Per Share
|
$
|
0.83
|
|
|
$
|
(0.04
|
)
|
|
$
|
1.28
|
|
|
$
|
(0.30
|
)
|
Basic Net Earnings from Discontinued Operations Per Share
|
$
|
(0.42
|
)
|
|
$
|
0.39
|
|
|
$
|
0.01
|
|
|
$
|
0.68
|
|
Basic Earnings Per Share
|
$
|
0.41
|
|
|
$
|
0.34
|
|
|
$
|
1.29
|
|
|
$
|
0.38
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted Net Earnings from Continuing Operations Per Share
|
$
|
0.82
|
|
|
$
|
(0.04
|
)
|
|
$
|
1.27
|
|
|
$
|
(0.30
|
)
|
Diluted Net Earnings from Discontinued Operations Per Share
|
$
|
(0.41
|
)
|
|
$
|
0.39
|
|
|
$
|
0.01
|
|
|
$
|
0.68
|
|
Diluted Earnings Per Share
|
$
|
0.41
|
|
|
$
|
0.34
|
|
|
$
|
1.28
|
|
|
$
|
0.38
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 29, 2019
|
|
March 30, 2018
|
|
March 29, 2019
|
|
March 30, 2018
|
||||||||
Revenues from External Customers:
|
|
|
|
|
|
|
|
||||||||
Aerospace, Technology and Nuclear
|
$
|
1,059,508
|
|
|
$
|
923,905
|
|
|
$
|
2,094,537
|
|
|
$
|
1,634,780
|
|
Buildings, Infrastructure and Advanced Facilities
|
2,032,088
|
|
|
1,946,390
|
|
|
4,080,847
|
|
|
3,019,514
|
|
||||
Total
|
$
|
3,091,596
|
|
|
$
|
2,870,295
|
|
|
$
|
6,175,384
|
|
|
$
|
4,654,294
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 29, 2019
|
|
March 30, 2018
|
|
March 29, 2019
|
|
March 30, 2018
|
||||||||
Segment Operating Profit:
|
|
|
|
|
|
|
|
||||||||
Aerospace, Technology and Nuclear
|
$
|
73,831
|
|
|
$
|
52,458
|
|
|
$
|
145,982
|
|
|
$
|
113,524
|
|
Buildings, Infrastructure and Advanced Facilities
|
172,689
|
|
|
144,755
|
|
|
332,148
|
|
|
211,615
|
|
||||
Total Segment Operating Profit
|
246,520
|
|
|
197,213
|
|
|
478,130
|
|
|
325,139
|
|
||||
Other Corporate Expenses (1)
|
(49,901
|
)
|
|
(47,133
|
)
|
|
(121,149
|
)
|
|
(96,361
|
)
|
||||
Restructuring and Other Charges
|
(93,938
|
)
|
|
(76,473
|
)
|
|
(141,171
|
)
|
|
(92,200
|
)
|
||||
Transaction Costs
|
—
|
|
|
(4,852
|
)
|
|
—
|
|
|
(72,493
|
)
|
||||
Total U.S. GAAP Operating Profit
|
102,681
|
|
|
68,755
|
|
|
215,810
|
|
|
64,085
|
|
||||
Total Other (Expense) Income, net (2)
|
9,151
|
|
|
(20,104
|
)
|
|
(11,789
|
)
|
|
(22,137
|
)
|
||||
Earnings from Continuing Operations Before Taxes
|
$
|
111,832
|
|
|
$
|
48,651
|
|
|
$
|
204,021
|
|
|
$
|
41,948
|
|
(1)
|
Other corporate expenses include costs that were previously allocated to the ECR segment prior to discontinued operations presentation in connection with the ECR sale in the approximate amounts of
$6.4 million
for the three-month periods ended
March 29, 2019
and
March 30, 2018
, respectively, and
$12.8 million
for the six-month periods ended
March 29, 2019
and
March 30, 2018
, respectively. Other corporate expenses also include intangibles amortization of
$18.7 million
and
$18.2 million
for the three-month periods ended
March 29, 2019
and
March 30, 2018
, respectively and
$37.3 million
and
$29.8 million
for the six-month periods ended
March 29, 2019
and
March 30, 2018
, respectively.
|
(2)
|
Includes gain on the settlement of the CH2M retiree medical plans of
$32.4 million
and $
34.6 million
and the amortization of deferred financing fees related to the CH2M acquisition of
$0.5 million
and
$1.0 million
for the three- and six-month periods ended
March 29, 2019
. As well as amortization of deferred financing fees related to the CH2M acquisition of
$0.5 million
and
0.7 million
for the three- and six-month periods ended
March 30, 2018
.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 29, 2019
|
|
March 30, 2018
|
|
March 29, 2019
|
|
March 30, 2018
|
||||||||
Revenue
|
$
|
1,059,508
|
|
|
$
|
923,905
|
|
|
$
|
2,094,537
|
|
|
$
|
1,634,780
|
|
Operating Profit
|
$
|
73,831
|
|
|
$
|
52,458
|
|
|
$
|
145,982
|
|
|
$
|
113,524
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 29, 2019
|
|
March 30, 2018
|
|
March 29, 2019
|
|
March 30, 2018
|
||||||||
Revenue
|
$
|
2,032,088
|
|
|
$
|
1,946,390
|
|
|
$
|
4,080,847
|
|
|
$
|
3,019,514
|
|
Operating Profit
|
$
|
172,689
|
|
|
$
|
144,755
|
|
|
$
|
332,148
|
|
|
$
|
211,615
|
|
|
March 29, 2019
|
|
March 30, 2018
|
||||
Aerospace, Technology and Nuclear
|
$
|
7,285
|
|
|
$
|
7,174
|
|
Buildings, Infrastructure and Advanced Facilities
|
13,428
|
|
|
12,088
|
|
||
Total
|
$
|
20,713
|
|
|
$
|
19,262
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
•
|
difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the combination;
|
•
|
delays, unexpected costs or difficulties in completing the integration of the acquired company or assets;
|
•
|
unanticipated issues in integrating manufacturing, logistics, information, financial, communications and other systems;
|
•
|
unanticipated changes in applicable laws and regulations;
|
•
|
difficulties assimilating the operations and personnel of the acquired company into our operations;
|
•
|
unanticipated changes in the combined business due to potential divestitures or other requirements imposed by antitrust regulators;
|
•
|
diversion of the attention and resources of management or other disruptions to current operations;
|
•
|
challenges in attracting and retaining key personnel;
|
•
|
retaining key customers, suppliers and employees;
|
•
|
retaining and obtaining required regulatory approvals, licenses and permits;
|
•
|
difficulties in managing the expanded operations of a significantly larger and more complex company; and
|
•
|
potential unknown liabilities and unforeseen increased expenses or delays associated with the Merger.
|
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
|
||||
December 31, 2018 - January 25, 2019
|
|
896,281
|
|
$
|
59.00
|
|
|
896,281
|
|
$
|
52,725,868
|
|
January 28, 2019 - February 11, 2019
|
|
671,188
|
|
$
|
65.22
|
|
|
671,188
|
|
$
|
8,952,452
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Price per share on initial delivery
|
|
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
|
||||
February 20, 2019
|
|
2,807,018
|
|
$
|
71.25
|
|
|
2,807,018
|
|
$
|
750,000,000
|
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosure.
|
Item 5.
|
Other Information.
|
Item 6.
|
Exhibits.
|
2.1
|
|
|
|
2.2
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3#*
|
|
|
|
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:
|
May 7, 2019
|
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.
|
1.
|
Retirement Date.
Employee shall begin a transition to retirement beginning May 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.
|
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
|
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 May 1, 2019 and December 31, 2019 (the “
EA Period’
) shall be $93,750.00 per month.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended
March 29, 2019
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
|
|
May 7, 2019
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended
March 29, 2019
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
|
|
May 7, 2019
|
/s/Steven J. Demetriou
|
Steven J. Demetriou
|
Chief Executive Officer
|
|
May 7, 2019
|
/s/Kevin C. Berryman
|
Kevin C. Berryman
|
Executive Vice President
|
and Chief Financial Officer
|
|
May 7, 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
March 29, 2019
.
|
2.
|
Jacobs has no pending citations. Jacobs has vacated, reduced, abated and resolved all citations from previous fiscal years.
|