Delaware | 95-4081636 |
(State of incorporation) | (I.R.S. employer identification number) |
155 North Lake Avenue, Pasadena, California | 91101 |
(Address of principal executive offices) | (Zip code) |
1111 South Arroyo Parkway, Pasadena, California | 91105 |
(former address) | (Zip code) |
Large accelerated filer | x | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Page No. | |||
PART I | |||
Item 1. | |||
Item 2. | |||
Item 3. | |||
Item 4. | |||
PART II | |||
Item 1. | |||
Item 1A. | |||
Item 2 | |||
Item 4 | |||
Item 6. | |||
Item 1. | Financial Statements. |
June 28, 2013 | September 28, 2012 | ||||||
(Unaudited) | |||||||
ASSETS | |||||||
Current Assets: | |||||||
Cash and cash equivalents | $ | 1,295,517 | $ | 1,032,457 | |||
Receivables | 2,317,917 | 2,348,892 | |||||
Deferred income taxes | 107,523 | 142,369 | |||||
Prepaid expenses and other | 79,300 | 88,359 | |||||
Total current assets | 3,800,257 | 3,612,077 | |||||
Property, Equipment and Improvements, Net | 361,266 | 331,131 | |||||
Other Noncurrent Assets: | |||||||
Goodwill | 2,015,371 | 2,010,340 | |||||
Miscellaneous | 872,855 | 885,885 | |||||
Total other non-current assets | 2,888,226 | 2,896,225 | |||||
$ | 7,049,749 | $ | 6,839,433 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current Liabilities: | |||||||
Notes payable | $ | 12,275 | $ | — | |||
Accounts payable | 344,524 | 376,694 | |||||
Accrued liabilities | 1,082,571 | 1,061,969 | |||||
Billings in excess of costs | 289,207 | 263,275 | |||||
Income taxes payable | 4,746 | 45,114 | |||||
Total current liabilities | 1,733,323 | 1,747,052 | |||||
Long-term Debt | 432,701 | 528,260 | |||||
Other Deferred Liabilities | 761,884 | 796,338 | |||||
Redeemable Noncontrolling Interest | — | 8,894 | |||||
Commitments and Contingencies | |||||||
Stockholders’ Equity: | |||||||
Capital stock: | |||||||
Preferred stock, $1 par value, authorized - 1,000,000 shares; issued and outstanding - none | — | — | |||||
Common stock, $1 par value, authorized - 240,000,000 shares; issued and outstanding—131,409,781 shares and 129,935,881 shares, respectively | 131,410 | 129,936 | |||||
Additional paid-in capital | 1,069,920 | 953,983 | |||||
Retained earnings | 3,190,981 | 2,920,441 | |||||
Accumulated other comprehensive loss | (300,705 | ) | (281,887 | ) | |||
Total Jacobs stockholders’ equity | 4,091,606 | 3,722,473 | |||||
Noncontrolling interests | 30,235 | 36,416 | |||||
Total Group stockholders’ equity | 4,121,841 | 3,758,889 | |||||
$ | 7,049,749 | $ | 6,839,433 |
For the Three Months Ended | For the Nine Months Ended | |||||||||||||
June 28, 2013 | June 29, 2012 | June 28, 2013 | June 29, 2012 | |||||||||||
Revenues | $ | 3,080,995 | $ | 2,772,874 | $ | 8,675,720 | $ | 8,107,493 | ||||||
Costs and Expenses: | ||||||||||||||
Direct cost of contracts | (2,613,991 | ) | (2,339,793 | ) | (7,308,092 | ) | (6,827,166 | ) | ||||||
Selling, general and administrative expenses | (298,645 | ) | (279,715 | ) | (873,797 | ) | (851,871 | ) | ||||||
Operating Profit | 168,359 | 153,366 | 493,831 | 428,456 | ||||||||||
Other Income (Expense): | ||||||||||||||
Interest income | 1,332 | 2,325 | 3,521 | 5,283 | ||||||||||
Interest expense | (2,786 | ) | (2,990 | ) | (9,515 | ) | (9,148 | ) | ||||||
Miscellaneous income (expense), net | 1,518 | (1,330 | ) | (1,195 | ) | (1,351 | ) | |||||||
Total other income (expense), net | 64 | (1,995 | ) | (7,189 | ) | (5,216 | ) | |||||||
Earnings Before Taxes | 168,423 | 151,371 | 486,642 | 423,240 | ||||||||||
Income Tax Expense | (56,334 | ) | (50,381 | ) | (162,941 | ) | (143,368 | ) | ||||||
Net Earnings of the Group | 112,089 | 100,990 | 323,701 | 279,872 | ||||||||||
Net Income Attributable to Noncontrolling Interests | (3,218 | ) | (3,090 | ) | (11,419 | ) | (8,329 | ) | ||||||
Net Earnings Attributable to Jacobs | $ | 108,871 | $ | 97,900 | $ | 312,282 | $ | 271,543 | ||||||
Net Earnings Per Share: | ||||||||||||||
Basic | $ | 0.84 | $ | 0.77 | $ | 2.42 | $ | 2.13 | ||||||
Diluted | $ | 0.83 | $ | 0.76 | $ | 2.39 | $ | 2.11 |
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||
June 28, 2013 | June 29, 2012 | June 28, 2013 | June 29, 2012 | ||||||||||||
Net Earnings of the Group | $ | 112,089 | $ | 100,990 | $ | 323,701 | $ | 279,872 | |||||||
Other Comprehensive Income (Loss): | |||||||||||||||
Foreign currency translation adjustment | (14,828 | ) | (6,223 | ) | (38,964 | ) | 15,991 | ||||||||
Gain on cash flow hedges | 584 | 297 | (54 | ) | 1,676 | ||||||||||
Change in pension liabilities | 2,198 | 4,164 | 28,123 | (93 | ) | ||||||||||
Other comprehensive income before taxes | (12,046 | ) | (1,762 | ) | (10,895 | ) | 17,574 | ||||||||
Income Tax Benefit (Expense): | |||||||||||||||
Foreign currency translation adjustments | — | — | — | — | |||||||||||
Cash flow hedges | (211 | ) | (105 | ) | (13 | ) | (598 | ) | |||||||
Change in pension liabilities | (758 | ) | (1,050 | ) | (7,910 | ) | 139 | ||||||||
Income Tax Expense | (969 | ) | (1,155 | ) | (7,923 | ) | (459 | ) | |||||||
Net Other Comprehensive Income (Loss) | (13,015 | ) | (2,917 | ) | (18,818 | ) | 17,115 | ||||||||
Net Comprehensive Income of the Group | 99,074 | 98,073 | 304,883 | 296,987 | |||||||||||
Net Comprehensive Income Attributable to Noncontrolling Interests | (3,218 | ) | (3,090 | ) | (11,419 | ) | (8,329 | ) | |||||||
Net Comprehensive Income Attributable to Jacobs | $ | 95,856 | $ | 94,983 | $ | 293,464 | $ | 288,658 |
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended June 28, 2013 and June 29, 2012 (In thousands) (Unaudited) | |||||||
June 28, 2013 | June 29, 2012 | ||||||
Cash Flows from Operating Activities: | |||||||
Net earnings attributable to the Group | $ | 323,701 | $ | 279,872 | |||
Adjustments to reconcile net earnings to net cash flows from operations: | |||||||
Depreciation and amortization: | |||||||
Property, equipment and improvements | 49,828 | 43,023 | |||||
Intangible assets | 22,327 | 32,158 | |||||
Stock based compensation | 28,493 | 23,539 | |||||
Tax deficiency (benefit) from stock based compensation | 3,292 | (3,753 | ) | ||||
Equity in earnings of investees, net of cash distributions | (11,759 | ) | (5,623 | ) | |||
Losses on sales of assets, net | 465 | 633 | |||||
Change in pension plan obligations | (3,956 | ) | (36,137 | ) | |||
Change in deferred compensation plans | (6,658 | ) | (4,644 | ) | |||
Changes in certain assets and liabilities, excluding the effects of businesses acquired: | |||||||
Receivables | (32,551 | ) | (150,183 | ) | |||
Prepaid expenses and other current assets | 6,910 | 6,730 | |||||
Accounts payable | (27,674 | ) | (12,724 | ) | |||
Accrued liabilities | 46,445 | 20,047 | |||||
Billings in excess of costs | 37,306 | (34,754 | ) | ||||
Income taxes payable | (12,036 | ) | (1,251 | ) | |||
Deferred income taxes | 2,925 | (4,501 | ) | ||||
Other deferred liabilities | (2,259 | ) | (5,040 | ) | |||
Change in long-term receivables | 12,913 | — | |||||
Other, net | (514 | ) | (5,697 | ) | |||
Net cash provided by operating activities | 437,198 | 141,695 | |||||
Cash Flows from Investing Activities: | |||||||
Additions to property and equipment | (91,520 | ) | (70,305 | ) | |||
Disposals of property and equipment | 3,561 | 243 | |||||
Change in cash related to consolidation of joint ventures | 4,331 | — | |||||
Purchases of investments | (7 | ) | (783 | ) | |||
Sales of investments | 11 | 15 | |||||
Acquisitions of businesses, net of cash acquired | (22,313 | ) | (73,428 | ) | |||
Net cash used for investing activities | (105,937 | ) | (144,258 | ) |
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended June 28, 2013 and June 29, 2012 (In thousands) (Unaudited) (Continued) | |||||||
June 28, 2013 | June 29, 2012 | ||||||
Cash Flows from Financing Activities: | |||||||
Proceeds from long-term borrowings | — | 528,673 | |||||
Repayments of long-term borrowings | (87,851 | ) | — | ||||
Proceeds from short-term borrowings | 28,312 | 2,586 | |||||
Repayments of short-term borrowings | (15,602 | ) | (578,101 | ) | |||
Proceeds from issuances of common stock | 35,227 | 33,457 | |||||
Tax (deficiency) benefit from stock based compensation | (3,292 | ) | 3,753 | ||||
Distributions to noncontrolling interests | (7,974 | ) | (5,376 | ) | |||
Contributions from noncontrolling interests | — | 3,868 | |||||
Net cash used for financing activities | (51,180 | ) | (11,140 | ) | |||
Effect of Exchange Rate Changes | (17,021 | ) | 6,658 | ||||
Net Increase in Cash and Cash Equivalents | 263,060 | (7,045 | ) | ||||
Cash and Cash Equivalents at the Beginning of the Period | 1,032,457 | 905,633 | |||||
Cash and Cash Equivalents at the End of the Period | $ | 1,295,517 | $ | 898,588 |
• | 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. |
June 28, 2013 | September 28, 2012 | ||||||
Components of receivables: | |||||||
Amounts billed | $ | 1,186,261 | $ | 1,193,500 | |||
Unbilled receivables and other | 1,086,880 | 1,110,008 | |||||
Retentions receivable | 44,776 | 45,384 | |||||
Total receivables, net | $ | 2,317,917 | $ | 2,348,892 | |||
Other information about receivables: | |||||||
Amounts due from the United States federal government, included above, net of advanced billings | $ | 301,555 | $ | 294,327 | |||
Claims receivable | $ | 27,835 | $ | 26,309 |
June 28, 2013 | September 28, 2012 | ||||||
Land | $ | 22,057 | $ | 23,786 | |||
Buildings | 130,684 | 136,193 | |||||
Equipment | 517,343 | 502,568 | |||||
Leasehold improvements | 186,354 | 163,916 | |||||
Construction in progress | 27,294 | 29,595 | |||||
883,732 | 856,058 | ||||||
Accumulated depreciation and amortization | (522,466 | ) | (524,927 | ) | |||
$ | 361,266 | $ | 331,131 |
For the Three Months Ended | For the Nine Months Ended | |||||||||||||
June 28, 2013 | June 29, 2012 | June 28, 2013 | June 29, 2012 | |||||||||||
Pass-through costs included in revenues | $ | 674,715 | $ | 583,136 | $ | 1,794,748 | $ | 1,699,188 |
For the Three Months Ended | For the Nine Months Ended | |||||||||||||
Component: | June 28, 2013 | June 29, 2012 | June 28, 2013 | June 29, 2012 | ||||||||||
Service cost | $ | 10,876 | $ | 8,704 | $ | 32,895 | $ | 26,359 | ||||||
Interest cost | 17,242 | 18,531 | 52,331 | 55,868 | ||||||||||
Expected return on plan assets | (19,917 | ) | (18,483 | ) | (60,374 | ) | (55,680 | ) | ||||||
Amortization of previously unrecognized items | 5,223 | 4,872 | 15,849 | 14,614 | ||||||||||
Settlement Loss | 197 | — | 598 | — | ||||||||||
Net periodic benefit cost | $ | 13,621 | $ | 13,624 | $ | 41,299 | $ | 41,161 |
Cash contributions made during the first nine months of fiscal 2013 | $ | 45,255 | |
Cash contributions we expect to make during the remainder of fiscal 2013 | 10,898 | ||
Total | $ | 56,153 |
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||
June 28, 2013 | June 29, 2012 | June 28, 2013 | June 29, 2012 | ||||||||||||
Amortization of Defined Benefit Items: | |||||||||||||||
Actuarial losses | $(4,321) | $(2,861) | $(13,147) | $(8,576) | |||||||||||
Prior service cost | 10 | (58 | ) | 34 | (180 | ) | |||||||||
Total Before Income Tax | (4,311 | ) | (2,919 | ) | (13,113 | ) | (8,756 | ) | |||||||
Income Tax Benefit | 1,237 | 864 | 3,761 | 2,591 | |||||||||||
Total reclassifications after-tax | $ | (3,074 | ) | $ | (2,055 | ) | $ | (9,352 | ) | $ | (6,165 | ) |
For the Three Months Ended | For the Nine Months Ended | |||||||||
June 28, 2013 | June 29, 2012 | June 28, 2013 | June 29, 2012 | |||||||
Shares used to calculate EPS: | ||||||||||
Weighted average shares outstanding (denominator used to compute basic EPS) | 129,536 | 127,922 | 129,094 | 127,422 | ||||||
Effect of stock options and restricted stock | 1,759 | 898 | 1,496 | 1,082 | ||||||
Denominator used to compute diluted EPS | 131,295 | 128,820 | 130,590 | 128,504 | ||||||
Antidilutive stock options and restricted stock | 2,528 | 5,138 | 3,943 | 5,149 | ||||||
Shares of common stock issued from the exercise of stock options and the release of restricted stock | 534 | 579 | 2,415 | 2,070 |
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 Management's Discussion and Analysis of Financial Condition and Results of Operations of our 2012 Annual Report on Form 10-K ("2012 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 2012 Form 10-K, as well as the discussion of any new accounting standards issued, which is included in the Notes to Consolidated Financial Statements of this Form 10-Q; |
• | The Company’s fiscal 2012 audited consolidated financial statements and notes thereto included in our 2012 Form 10-K; and |
• | Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2012 Form 10-K. |
For the Three Months Ended | For the Nine Months Ended | |||||||||||||
June 28, 2013 | June 29, 2012 | June 28, 2013 | June 29, 2012 | |||||||||||
Technical Professional Services Revenues: | ||||||||||||||
Project Services | $ | 1,542,929 | $ | 1,450,838 | $ | 4,485,570 | $ | 4,263,250 | ||||||
Process, Scientific, and Systems Consulting | 177,057 | 189,319 | 540,464 | 569,686 | ||||||||||
Total Technical Professional Services Revenues | 1,719,986 | 1,640,157 | 5,026,034 | 4,832,936 | ||||||||||
Field Services Revenues: | ||||||||||||||
Construction | 1,055,133 | 819,655 | 2,710,098 | 2,328,901 | ||||||||||
Operations and Maintenance ("O&M") | 305,876 | 313,062 | 939,588 | 945,656 | ||||||||||
Total Field Services Revenues | 1,361,009 | 1,132,717 | 3,649,686 | 3,274,557 | ||||||||||
Total Revenues | $ | 3,080,995 | $ | 2,772,874 | $ | 8,675,720 | $ | 8,107,493 |
For the Three Months Ended | For the Nine Months Ended | |||||||||||||
June 28, 2013 | June 29, 2012 | June 28, 2013 | June 29, 2012 | |||||||||||
National Government Programs | $ | 553,441 | $ | 548,583 | $ | 1,681,797 | $ | 1,658,656 | ||||||
Refining - Downstream | 584,793 | 625,754 | 1,646,400 | 1,823,571 | ||||||||||
Chemicals and Polymers | 715,796 | 431,577 | 1,812,508 | 1,285,910 | ||||||||||
Infrastructure | 244,506 | 267,628 | 801,825 | 809,868 | ||||||||||
Oil & Gas - Upstream | 261,116 | 242,188 | 681,815 | 553,882 | ||||||||||
Buildings | 190,807 | 161,382 | 563,195 | 602,019 | ||||||||||
Pharmaceuticals and Biotechnology | 124,756 | 155,846 | 401,704 | 439,084 | ||||||||||
Mining and Minerals | 158,729 | 168,431 | 438,020 | 416,064 | ||||||||||
Industrial and Other | 247,051 | 171,485 | 648,456 | 518,439 | ||||||||||
$ | 3,080,995 | $ | 2,772,874 | $ | 8,675,720 | $ | 8,107,493 |
June 28, 2013 | June 29, 2012 | ||||||
Technical professional services | $ | 11,087.1 | $ | 10,174.9 | |||
Field services | 6,108.5 | 5,426.2 | |||||
Total | $ | 17,195.6 | $ | 15,601.1 |
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. |
Item 4. | Mine Safety Disclosure. |
Item 6. | Exhibits |
(a) | Exhibits |
10.1 # – | Amendment No. 2 to the Consulting Agreement between Jacobs Engineering Group Inc. and Noel G. Watson dated July 1, 2013. | |
10.2 # – | Employment agreement between Jacobs Engineering Group Inc. and Michael R. Tyler dated May 28, 2013. | |
10.3 # – | Form of Restricted Stock Unit Agreement (Performance Shares - Net Earnings Growth). | |
10.4 # – | Form of Restricted Stock Unit Agreement (Performance Shares - TSR). | |
31.1 – | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 – | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 – | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 – | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
95 – | Mine Safety Disclosure. | |
101.INS | XBRL Instance Document. | |
101.SCH | XBRL Taxonomy Extension Schema Document. | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |
By: | /s/ John W. Prosser, Jr. | |
John W. Prosser, Jr. | ||
Executive Vice President | ||
Finance and Administration | ||
and Treasurer | ||
(Principal Financial Officer) | ||
Date: August 1, 2013 |
1. | The Consulting Agreement shall be extended through June 30, 2014. |
2. | All other terms and conditions of the Consulting Agreement shall remain unmodified and in full force and effect. |
Noel G. Watson | Jacobs Engineering Group Inc. | |
/s/ Noel G. Watson | /s/ Craig L. Martin | |
By: Craig L. Martin, President & CEO |
• | You will be eligible for participation in Jacobs' Incentive Bonus Plan, Formula Level 4 (at a current target of 84% of base salary), subject to performance and other requirements as described in the terms and conditions of the plan. For the first fiscal year (fiscal year 2013), you will be paid two-thirds of the prorated amount awarded with the balance deferred to the following year. In subsequent years, the awarded bonus will be paid over three years in equal parts as provided for in the Plan. |
• | A Sign On bonus of $120,000 (subject to applicable taxes & withholdings). The first payment of $75,000 will be added to your Formula Bonus payment in December 2013 and the final payment of $45,000 will be added to your Formula Bonus in December 2014. If you voluntarily separate from Jacobs or are discharged for cause prior to June 1, 2014, you are responsible for reimbursing Jacobs the amount of this Sign On bonus. |
• | A grant of 5,000 shares of Jacobs' restricted stock that will vest five years from the date of award. Specific details of this grant will be forwarded to you under separate cover after your employment date. |
• | In addition, you will be eligible for future equity compensation commensurate with that granted to Senior Vice President and Group Vice Presidents each May, beginning in May 2013. All such equity awards are subject to and in accordance with the terms and conditions of the 1999 Jacobs Engineering Group Inc. Stock Incentive Plan, and subject to approval of Jacobs' Human Resource and Compensation Committee of the Board of Directors. The proposed award for 2013 is 12,000 options, 4,000 performance stock units based on net income, and 4,000 relative TSR for three year period. |
• | Accruing time off at a rate of 25 days (200 hours) per calendar year (in addition to the six US company paid holidays). All other conditions of the Jacobs Paid Time Off (PTO) policy will remain in effect. |
• | Eligibility for the Jacobs' Executive Deferral Plan for deferral of compensation, subject to requirements as described in the terms and conditions of the plan. |
• | Eligibility for relocation assistance to move your home goods from your apartment in San Jose to Southern California. If this assistance is a taxable event for you, you will be responsible to cover the necessary taxes. |
• | In the event your employment is involuntarily terminated within 24 months of your hire date for any reason other than for cause, the Company agrees to pay you a lump sum severance payment in the amount of one year's salary plus any awarded but unpaid bonus. This severance payment, if applicable, would be contingent on signing a standard full and unconditional waiver and release as well as a one-year non-compete clause. Nothing is intended to alter the at-will employment arrangement. |
/s/ Lori S. Sundberg |
Lori S. Sundberg |
Senior Vice President |
Global Human Resources |
/s/ Michael R. Tyler | Date: May 29, 2013 | |||
Michael R. Tyler |
/s/ Michael R. Tyler | Date: May 29, 2013 | |||
Michael R. Tyler |
1. | Restricted Stock Units |
2. | Vesting, Distribution |
(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 Net Earnings Growth Restricted Stock Units”): |
1. | An amount, not less than zero, equal to one-third of the Target Net Earnings Growth Restricted Stock Units multiplied by the Net Earnings Growth Performance Multiplier (as defined herein) determined based upon the growth in the Company's Net Earnings (as defined herein) over the period starting on the first day of the Company's third quarter of fiscal 2013 and ending on the last day of the Company's second quarter of fiscal 2014; plus |
2. | An amount, not less than zero, equal to (A) two-thirds of the Target Net Earnings Growth Restricted Stock Units multiplied by the Net Earnings Growth Performance Multiplier determined based upon the average growth in the Company's Net Earnings over the period starting on the first day of the Company's third quarter of fiscal 2013 and ending on the last day of the Company's second quarter of fiscal 2015, minus (B) the amount determined pursuant to paragraph 2(d)(1) above; plus |
3. | An amount, not less than zero, equal to (A) the Target Net Earnings Growth Restricted Stock Units multiplied by the Net Earnings Growth Performance Multiplier determined based upon the average growth in the Company's Net Earnings over the period starting on the first day of the Company's third quarter of fiscal 2013 and ending on the last day of the Company's second quarter of fiscal 2016, minus (B) the amount determined pursuant to paragraphs 2(d)(1) and 2(d)(2) above. |
Average Net Earnings Growth | Net Earnings Growth Performance Multiplier |
Less than 5% | — |
5% | 50% |
10% | 100% |
15% | 150% |
20% or greater | 200% |
(c) | After the Award Date, a number of restricted stock units equal to the Earned Net Earnings 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 Employee remains continuously employed by the Company or Related Company through such Maturity Date. |
(d) | Notwithstanding anything herein to the contrary, in the event of a Change in Control, the number of Earned Net Earnings 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 Net Earnings Growth Restricted Stock Units determined as set forth in Section 2(b) hereof, except that: |
(e) | Except as set forth in the Plan (including Schedule B thereof the terms of which shall apply to the Award), Employee has no rights, partial or otherwise in the Award and/or any shares of Jacobs Common Stock subject thereto unless and until the Award has been earned and vested pursuant to this Section 2. |
(f) | Each Vested Unit shall be settled by the delivery of one share of Common Stock (subject to adjustment under the Plan). Settlement will occur as soon as practicable following certification by the Company of the number of Earned Net Earnings Growth Restricted Stock Units and passage of the Maturity Date (or, if earlier, the date the Award becomes vested pursuant to the terms of the Plan, including Schedule B thereof), but in no event later than 30 days following the Maturity Date (or such earlier date that the Award becomes vested). No fractional shares shall be issued pursuant to this Agreement. |
(g) | 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. |
4. | Status of Participant |
5. | Nature of Award |
(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 |
(a) | The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement. |
(b) | The number of restricted stock units earned under this Agreement (the “Earned TSR Restricted Stock Units”) shall be equal to the Target TSR Restricted Stock Units multiplied by the TSR Performance Multiplier (as defined herein). The “TSR Performance Multiplier” will be determined by comparing the Company’s total stockholder return to the total stockholder return of each of the companies in the Industry Peer Group (as set forth below) over the three-year period immediately following the Award Date (the “Performance Period”). For purposes of computing total stockholder return, the beginning stock price will be the average stock price over the 30 calendar day period ending on the Award Date and the ending stock price will be the average stock price over the 30 calendar day period ending on the last day of the Performance Period. Any dividend payments over the performance period by a company will be deemed re-invested on the ex-dividend date in additional shares of the company. |
Company TSR Rank | TSR Performance Multiplier |
Below 30th percentile | 0 |
30th percentile | 50% |
50th percentile | 100% |
70th percentile or above | 150% |
(a) | After the Award Date, a number of restricted stock units equal to the Earned TSR Restricted Stock Units will become 100% vested (referred to as “Vested Units”) on the third anniversary of the Award Date (the “Maturity Date”), provided that Employee remains continuously employed by the Company or Related Company through such Maturity Date. |
(b) | Notwithstanding anything herein to the contrary, in the event of a Change in Control, the number of Earned TSR Restricted Stock Units shall be determined as of the date such Change in Control is consummated, rather than the Maturity Date, with the number of Earned TSR Restricted Stock Units determined as set forth in Section 2(b) hereof, except that: (1) if the Change in Control occurs prior to March 31, 2013, the Relative TSR Performance Multiplier will be 100%; and (2) if the Change in Control occurs upon or after March 31, 2013, the Relative TSR Performance Multiplier shall be determined pursuant to Section 2(b) based upon the Company’s total stockholder return and the total stockholder return of each of the companies in the Industry Peer Group through the date of the Change in Control (and, with respect to the Company, taking into account the consideration per share to be paid in the Change in Control transaction). |
(c) | Except as set forth in the Plan (including Schedule B thereof the terms of which shall apply to the Award), Employee has no rights, partial or otherwise in the Award and/or any shares of Jacobs Common Stock subject thereto unless and until the Award has been earned and vested pursuant to this Section 2. |
(d) | Each Vested Unit shall be settled by the delivery of one share of Common Stock (subject to adjustment under the Plan). Settlement will occur as soon as |
(e) | 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. |
3. | Section 409A Compliance |
4. | Status of Participant |
5. | Nature of Award |
(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 |
(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 June 28, 2013 of Jacobs Engineering Group Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Craig L. Martin |
Craig L. Martin |
Chief Executive Officer |
August 1, 2013 |
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 28, 2013 of Jacobs Engineering Group Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ John W. Prosser Jr. |
John W. Prosser, Jr. |
Chief Financial Officer |
August 1, 2013 |
/s/ Craig L. Martin |
Craig L. Martin |
Chief Executive Officer |
August 1, 2013 |
/s/ John W. Prosser, Jr. |
John W. Prosser, Jr. |
Executive Vice President, |
Finance and Administration |
August 1, 2013 |
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: 0200024 1PL | — | — | — | — | — | $44,939 | — | No | No | 2 | 1 | 2 | |||||||||
Mine ID: 0203131 1PL | — | — | — | — | — | 224 | — | No | No | — | — | — | |||||||||
Totals | — | — | — | — | — | $45,163 | — | No | No | 2 | 1 | 2 |
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Commitments and Contingencies
|
9 Months Ended |
---|---|
Jun. 28, 2013
|
|
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the normal course of business, we are subject to certain contractual guarantees and litigation. The guarantees to which we are a party generally relate to project schedules and plant performance. Most of the litigation in which we are involved has us as a defendant in workers' compensation; personal injury; environmental; employment/labor; professional liability; and other similar lawsuits. We maintain insurance coverage for various aspects of our business and operations. Our insurance programs have varying coverage limits and maximums, and insurance companies may seek to not pay any claims we might make. We have also elected to retain a portion of losses that occur through the use of various deductibles, limits, and retentions under our insurance programs. As a result, we may be subject to future liability for which we are only partially insured or completely uninsured. We intend to mitigate any such future liability by continuing to exercise prudent business judgment in negotiating the terms and conditions of our contracts. Our insurers are also subject to business risk and, as a result, one or more of them may be unable to fulfill their insurance obligations due to insolvency or otherwise. Additionally, as a contractor providing services to the U.S. federal government and several of its agencies, we are subject to many levels of audits, investigations, and claims by, or on behalf of, the U.S. federal government with respect to our contract performance, pricing, costs, cost allocations, and procurement practices. Furthermore, our income, franchise, and similar tax returns and filings are also subject to audit and investigation by the Internal Revenue Service, most states within the U.S. as well as by various government agencies representing jurisdictions outside the U.S. We record in our Consolidated Balance Sheets amounts representing our estimated liability relating to such claims, guarantees, litigation, and audits and investigations. We perform an analysis to determine the level of reserves to establish for insurance-related claims that are known and have been asserted against us, and for insurance-related claims that are believed to have been incurred based on actuarial analysis, but have not yet been reported to our claims administrators as of the respective balance sheet dates. We include any adjustments to such insurance reserves in our consolidated results of operations. Management believes, after consultation with counsel, that such guarantees, litigation, U.S. government contract-related audits, investigations and claims, and income tax audits and investigations should not have any material adverse effect on our consolidated financial statements. In March 2008, one of Jacobs' subsidiaries, Carter & Burgess Inc. ("C&B"), filed suit against the City of Victorville in Superior Court in California, for amounts due and owing C&B regarding C&B's engineering and design of a cogeneration facility. In May 2009, the City of Victorville filed a cross-complaint against C&B and Jacobs alleging breach of contract, professional negligence, breach of express and implied warranty, fraud, breach of fiduciary duty and negligent misrepresentation. The City's fraud and punitive damage allegations were dismissed. The case was tried in Riverside Superior Court, California and in December 2010, a jury returned a verdict against C&B for approximately $52 million in damages. An appeal was filed with the Court of Appeal, State of California, Fourth Appellate District, and, during the pendency of that appeal, interest accrued on the judgment at the statutory rate of 10%. Prior to the hearing on the appeal, the case was settled. The Company's insurers have funded this settlement, subject to a reservation of rights. The former shareholders of C&B have agreed to advance any amounts paid by the Company to the insurers plus attorneys' fees. While the former shareholders have not agreed to liability, the Company is confident in its right to indemnification against such shareholders. The Company does not expect this matter to have any material adverse effect on its consolidated financial statements. On January 20, 2010, Clark County Nevada filed suit against Jacobs and two of its subsidiaries asserting claims arising out of certain construction projects to which Clark County Nevada was the owner and for which Jacobs' subsidiaries served as the project management consultant. Clark County's lawsuit against Jacobs followed years of litigation and arbitration between Clark County and its construction contractor on the applicable projects which had ended unsuccessfully for Clark County and resulted in Clark County paying more than $60 million in settlement and awards. Jacobs denies liability and has been vigorously defending against the County's claims and will continue to do so. In September 2012, the parties agreed to dismiss the litigation in U.S. District Court and proceed, in lieu thereof, in arbitration before three arbitrators. It is anticipated that a hearing on the merits will take place in September 2013. The Company does not expect this matter to have any material adverse effect on its consolidated financial statements. The Company is a defendant in numerous matters pending in North Carolina's Superior Courts arising out of a June 9, 2009 natural gas explosion at a ConAgra Foods Inc. plant in Garner, Wake County, North Carolina. The claims that have been brought against the Company include wrongful death claims, personal injury claims and a claim for property losses to the plant property itself. The Company has settled many of the personal injury claims and is vigorously defending the remaining claims and believes it has meritorious defenses. In addition, the Company believes it has adequate insurance coverage as well as a right to indemnification from ConAgra. Accordingly, the Company does not expect these matters to have any material adverse effect on its consolidated financial statements. |
Consolidated Statements of Earnings (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 28, 2013
|
Jun. 29, 2012
|
Jun. 28, 2013
|
Jun. 29, 2012
|
|
Revenues | $ 3,080,995 | $ 2,772,874 | $ 8,675,720 | $ 8,107,493 |
Costs and Expenses: | ||||
Direct cost of contracts | (2,613,991) | (2,339,793) | (7,308,092) | (6,827,166) |
Selling, general and administrative expenses | (298,645) | (279,715) | (873,797) | (851,871) |
Operating Profit | 168,359 | 153,366 | 493,831 | 428,456 |
Other Income (Expense): | ||||
Interest income | 1,332 | 2,325 | 3,521 | 5,283 |
Interest expense | (2,786) | (2,990) | (9,515) | (9,148) |
Miscellaneous income (expense), net | 1,518 | (1,330) | (1,195) | (1,351) |
Total other income (expense), net | 64 | (1,995) | (7,189) | (5,216) |
Earnings Before Taxes | 168,423 | 151,371 | 486,642 | 423,240 |
Income Tax Expense | (56,334) | (50,381) | (162,941) | (143,368) |
Net Earnings of the Group | 112,089 | 100,990 | 323,701 | 279,872 |
Net Income Attributable to Noncontrolling Interests | (3,218) | (3,090) | (11,419) | (8,329) |
Net Earnings Attributable to Jacobs | $ 108,871 | $ 97,900 | $ 312,282 | $ 271,543 |
Net Earnings Per Share: | ||||
Basic (in dollars per share) | $ 0.84 | $ 0.77 | $ 2.42 | $ 2.13 |
Diluted (in dollars per share) | $ 0.83 | $ 0.76 | $ 2.39 | $ 2.11 |
Receivables
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 28, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Receivables | Receivables The following table presents the components of "Receivables" appearing in the accompanying Consolidated Balance Sheets at June 28, 2013 and September 28, 2012 as well as certain other related information (in thousands):
Billed receivables consist of amounts invoiced to clients in accordance with the terms of our client contracts and are shown net of an allowance for doubtful accounts. We anticipate that substantially all of such billed amounts will be collected over the next twelve months. Unbilled receivables and retentions receivable represent reimbursable costs and amounts earned and reimbursable under contracts in progress as of the respective balance sheet dates. Such amounts become billable according to the contract terms, which usually consider the passage of time, achievement of certain milestones, or completion of the project. We anticipate that substantially all of such unbilled amounts will be billed and collected over the next twelve months. Claims receivable are included in "Receivables" in the accompanying Consolidated Balance Sheets and represent certain costs incurred on contracts to the extent it is probable that such claims will result in additional contract revenue and the amount of such additional revenue can be reliably estimated. |
Business Combinations (Details) (CES [Member])
|
0 Months Ended |
---|---|
Jun. 06, 2013
|
|
CES [Member]
|
|
Business Acquisition [Line Items] | |
Acquired additional interest | 17.60% |
Ownership interest | 87.60% |
Receivables (Tables)
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 28, 2013
|
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Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable | The following table presents the components of "Receivables" appearing in the accompanying Consolidated Balance Sheets at June 28, 2013 and September 28, 2012 as well as certain other related information (in thousands):
|
Long-term Debt (Revolving Credit Facility) (Details) (USD $)
|
3 Months Ended | 9 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 28, 2013
tranche
|
Jun. 28, 2013
Letter of Credit [Member]
|
Jun. 28, 2013
Subfacility of Swingline Loans [Member]
|
Jun. 28, 2013
Minimum [Member]
|
Jun. 28, 2013
Minimum [Member]
Eurocurrency Interest Rate [Member]
|
Jun. 28, 2013
Minimum [Member]
Base Interest Rate [Member]
|
Jun. 28, 2013
Maximum [Member]
|
Jun. 28, 2013
Maximum [Member]
Eurocurrency Interest Rate [Member]
|
Jun. 28, 2013
Maximum [Member]
Base Interest Rate [Member]
|
Jun. 28, 2013
Revolving Credit Facility, One Billion Two Hundred Ten Million [Member]
|
Jun. 28, 2013
Revolving Credit Facility, One Billion Two Hundred Ten Million [Member]
Line of Credit [Member]
|
Jun. 28, 2013
Revolving Credit Facility, One Billion Two Hundred Ten Million [Member]
Letter of Credit [Member]
|
|
Line of Credit Facility [Line Items] | ||||||||||||
Credit facility, maximum borrowing capacity | $ 300,000,000 | $ 50,000,000 | $ 1,210,000,000 | |||||||||
Direct borrowings on credit facility | 432,300,000 | 10,800,000 | ||||||||||
Available borrowing capacity | $ 761,900,000 | |||||||||||
Number of tranches in revolving credit facility (in tranches) | 3 | |||||||||||
Margin added to variable rate interest rate | 0.875% | 0.00% | 1.225% | 0.225% | ||||||||
Facility fee percentage | 0.125% | 0.275% |
Property, Equipment and Improvements, Net (Details) (USD $)
In Thousands, unless otherwise specified |
Jun. 28, 2013
|
Sep. 28, 2012
|
---|---|---|
Property, Plant and Equipment [Line Items] | ||
Property, equipment and improvements, gross | $ 883,732 | $ 856,058 |
Accumulated depreciation and amortization | (522,466) | (524,927) |
Property, equipment and improvements, net | 361,266 | 331,131 |
Land [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and improvements, gross | 22,057 | 23,786 |
Buildings [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and improvements, gross | 130,684 | 136,193 |
Equipment [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and improvements, gross | 517,343 | 502,568 |
Leasehold Improvements [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and improvements, gross | 186,354 | 163,916 |
Construction in Progress [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and improvements, gross | $ 27,294 | $ 29,595 |
Commitments and Contingencies (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 25 Months Ended | ||||
---|---|---|---|---|---|---|
Sep. 30, 2011
In Arbitration Litigation [Member]
Clark County Nevada Against Jacobs Engineering Group, Inc. [Member]
|
Sep. 28, 2012
In Arbitration Litigation [Member]
Clark County Nevada Against Jacobs Engineering Group, Inc. [Member]
arbitrator
|
Jan. 20, 2010
In Arbitration Litigation [Member]
Clark County Nevada Against Jacobs Engineering Group, Inc. [Member]
subsidiary
|
Dec. 28, 2012
Carter and Burgess Inc [Member]
In Appeal Litigation [Member]
Carter and Burgess, Inc. Against City Of Victorville [Member]
|
Dec. 31, 2010
Carter and Burgess Inc [Member]
In Appeal Litigation [Member]
Carter and Burgess, Inc. Against City Of Victorville [Member]
|
Apr. 30, 2008
Carter and Burgess Inc [Member]
In Appeal Litigation [Member]
Carter and Burgess, Inc. Against City Of Victorville [Member]
subsidiary
|
|
Loss Contingencies [Line Items] | ||||||
Number of subsidiaries | 2 | 1 | ||||
Verdict amount In appeal | $ 52 | |||||
Interest rate accrued on litigation judgment | 10.00% | |||||
Third party payment of litigation settlement and awards (more than $60 million) | $ 60 | |||||
Number of arbitrators | 3 |
Disclosures About Defined Pension Benefit Obligations (Narrative) (Details) (USD $)
|
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 28, 2013
|
Jun. 29, 2012
|
Jun. 28, 2013
|
Jun. 29, 2012
|
|
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Net periodic pension costs | $ 13,621,000 | $ 13,624,000 | $ 41,299,000 | $ 41,161,000 |
U.S. Pension Plan [Member]
|
||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Net periodic pension costs | 3,500,000 | 5,200,000 | 10,500,000 | 15,500,000 |
Amortization of previously unrecognized items | $ 900,000 | $ 1,900,000 | $ 2,700,000 | $ 5,700,000 |
Receivables (Details) (USD $)
In Thousands, unless otherwise specified |
9 Months Ended | |
---|---|---|
Jun. 28, 2013
|
Sep. 28, 2012
|
|
Components of receivables: | ||
Amounts billed | $ 1,186,261 | $ 1,193,500 |
Unbilled receivables and other | 1,086,880 | 1,110,008 |
Retentions receivable | 44,776 | 45,384 |
Total receivables, net | 2,317,917 | 2,348,892 |
Other information about receivables: | ||
Amounts due from the United States federal government, included above, net of advanced billings | 301,555 | 294,327 |
Claims receivable | $ 27,835 | $ 26,309 |
Unbilled amounts billed and collected | 12 months |
New Accounting Standards
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9 Months Ended |
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Jun. 28, 2013
|
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New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Standards | New Accounting Standards From time to time, the Financial Accounting Standards Board ("FASB") issues accounting standards updates (each being an "ASU") to its Accounting Standards Codification ("ASC"), which constitutes the primary source of U.S. GAAP. The Company regularly monitors ASUs as they are issued and considers their applicability to its business. All ASUs applicable to the Company are adopted by the due date and in the manner prescribed by the FASB. A discussion of those recently issued ASUs most likely to affect the presentation of the Company's consolidated financial statements follows. In February 2013, the FASB adopted ASU No. 2013-02—Comprehensive Income. ASU 2013-02 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement of earnings or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about these amounts. ASU 2013-02 is effective for annual and interim periods beginning after December 15, 2012. The adoption of ASU 2013-02 has not had a material effect on the Company's consolidated financial statements. In July 2012, the FASB adopted ASU No. 2012-02—Testing Indefinite-Lived Intangible Assets for Impairment. ASU 2012-02 amends Topic 350 of the FASB’s ASC regarding how entities test indefinite-lived intangible assets other than goodwill for possible impairment. ASU 2012-02 permits entities first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test pursuant to ASC Subtopic 350-30. If the entity determines that it is more likely than not that such asset is not impaired based on its qualitative assessment, no further testing is required. The amendments in ASU 2012-02 are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of ASU 2012-02 has not had a material effect on the Company's consolidated financial statements. Also in December 2011, the FASB adopted ASU No. 2011-11—Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 amends Topic 210 of the ASC and requires entities to disclose information about offsetting and related arrangements to enable users of their financial statements to understand the effect of those arrangements on their respective financial positions. The scope of this ASU includes derivatives, sale and repurchase agreements, reverse sale and repurchase agreements, and securities borrowing and securities lending agreements. Entities are required to apply the provisions of ASU 2011-11 for annual reporting periods beginning on or after January 1, 2013. The Company does not believe that the adoption of ASU 2011-11 will have a material effect on its consolidated financial statements. In September 2011, the FASB issued No. ASU 2011-08—Intangibles-Goodwill and Other. ASU 2011-08 amends Topic 350 of the ASC and simplifies how entities test goodwill for possible impairment. Under this ASU, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. However, if an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. Under this ASU, an entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test. An entity may resume performing the qualitative assessment in any subsequent period. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company does not believe that the adoption of ASU 2011-08 will have a material effect on its consolidated financial statements. |
Property, Equipment and Improvements, Net
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9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 28, 2013
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Equipment and Improvements, Net | Property, Equipment and Improvements, Net Property, Equipment and Improvements, Net in the accompanying Consolidated Balance Sheets at June 28, 2013 and September 28, 2012 consisted of the following (in thousands):
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Business Combinations (Notes)
|
9 Months Ended |
---|---|
Jun. 28, 2013
|
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Business Combinations [Abstract] | |
Business Combinations | Business Combinations On May 28, 2013, we acquired Compass Technology Services, Inc. ("Compass"), headquartered in Atlanta, Georgia. Compass is a provider of telecommunications professional and field services in the Southeastern U.S. and enhances the Company's capabilities in wireless telecommunications infrastructure design and construction. On June 6, 2013, we acquired an additional 17.6% interest in Consulting Engineering Services (India) Private Limited (“CES”), a leading power, infrastructure, and civil engineering company headquartered in Delhi, India. This transaction brought the Company's ownership interest in CES to 87.6%. CES provides a range of solutions in infrastructure development, planning, engineering, and construction management. |
Revenue Accounting for Contracts / Accounting for Joint Ventures (Subcontractor Costs) (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 28, 2013
|
Jun. 29, 2012
|
Jun. 28, 2013
|
Jun. 29, 2012
|
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Revenue Accounting for Contracts / Accounting for Joint Ventures [Abstract] | ||||
Pass-through costs included in revenues | $ 674,715 | $ 583,136 | $ 1,794,748 | $ 1,699,188 |
Other Comprehensive Income (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 28, 2013
|
Jun. 29, 2012
|
Jun. 28, 2013
|
Jun. 29, 2012
|
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Amortization of Defined Benefit Items: | ||||
Earnings Before Taxes | $ 168,423 | $ 151,371 | $ 486,642 | $ 423,240 |
Income Tax Benefit | (56,334) | (50,381) | (162,941) | (143,368) |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Defined Benefit Plans Adjustment [Member]
|
||||
Amortization of Defined Benefit Items: | ||||
Actuarial losses | (4,321) | (2,861) | (13,147) | (8,576) |
Prior service cost | 10 | (58) | 34 | (180) |
Earnings Before Taxes | (4,311) | (2,919) | (13,113) | (8,756) |
Income Tax Benefit | 1,237 | 864 | 3,761 | 2,591 |
Total reclassifications after-tax | $ (3,074) | $ (2,055) | $ (9,352) | $ (6,165) |
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