Jacobs Solutions (J) 10-K risk factor changes: FY2020 vs FY2019
The 2020-10-02 10-K against the 2019-09-27 one, compared heading by heading and sentence by sentence.
Item 1A93 rewritten130 added140 removed407 unchanged
All filing items1,514 rewritten1,178 added1,392 removed1,532 unchanged
Sentence counts leave out repeated page headers and footers. 51 of those lines differ and are listed apart under each item.
Summary
counted, not written
- Item 1A lists 45 risk factor headings: 4 new, 4 reworded and 37 unchanged since FY2019. 2 headings from FY2019 no longer appear.
- Sentence by sentence, 1,178 added, 1,392 removed, 1,514 rewritten and 1,532 unchanged across 21 items that differ.
- Not counted above: 51 repeated page header or footer lines also differ. They are listed apart under each item.
New Item 1A headings (4)
- The COVID-19 pandemic, including the measures that international, federal, state and local public health and other governmental authorities implement to address it, have adversely affected, and may continue to adversely affect, our business, financial condition and results of operations.
- Impairment of long-lived assets or restructuring activities may require us to record a significant charge to earnings.
- Our global presence could give rise to material fluctuations in our income tax rates.
- Climate change and related environmental issues could have a material adverse impact on our business, financial condition and results of operations.
Removed Item 1A headings (2)
- Our effective tax rate may increase or decrease.
- We may be held liable to Worley under the ECR sale agreement if we fail to perform certain services under the transition services agreement, and the performance of such services may negatively impact our business and operations.
Reworded Item 1A headings (4)
- Project sites are inherently dangerous workplaces. If we, the owner, or others working at the project site fail to maintain safe work sites, [added: and our employees or others become injured, disabled or even lose their lives,] we can be exposed to significant financial losses and reputational harm, as well as civil and criminal liabilities.
[removed: Systems][added: Cyber security or privacy breaches, or systems] and information technology interruption or failure[removed: and data security or privacy breaches]could adversely impact our ability to operate or expose us to significant financial losses and reputational harm.- An impairment charge on our goodwill [added: or intangible assets] could have a material adverse impact on our financial position and results of operations.
- Our operations may be impacted by the United Kingdom’s
[removed: proposed]exit from the European Union.
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
93 rewritten, 130 added, 140 removed, 407 unchanged
Read the full itemFY2020 item · filed November 24, 2020FY2019 item · filed November 25, 2019
If we, the owner, or others working at the project site fail to maintain safe work sites, [added: and our employees or others become injured, disabled or even lose their lives,] we can be exposed to significant financial losses and reputational harm, as well as civil and criminal [removed: liabilities.][added: liabilities.]
Although we maintain functional groups whose primary purpose is to ensure we implement effective health, safety and environmental (“HSE”) work procedures throughout our organization, including project sites and maintenance sites, the failure to comply with such regulations could subject [removed: us to liability.]
Competition can place downward pressure on our contract prices and profit margins, which may force us to accept contractual terms and conditions that are less favorable to us, thereby increasing the risk that, among other things, we may not realize profit margins at the same rates as we have seen in the past or may [added: become responsible for costs or other liabilities we have not accepted in the past.]
For fiscal [removed: 2019,] [added: 2020,] approximately 24% of our revenues were earned under fixed-price contracts.
[removed: If the] design or the estimates prove inaccurate or if circumstances change due to, among other things, unanticipated technical problems, difficulties in obtaining permits or approvals, changes in local laws or labor conditions, weather or other delays beyond our control, changes in the costs of equipment or raw materials, our vendors’ or subcontractors’ inability or failure to perform, or changes in general economic conditions, then cost overruns may occur and we could experience reduced profits or, in some cases, a loss for that project.
For example, in fiscal [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] approximately [removed: 27%, 32%] [added: 33%, 27%] and [removed: 30%,] [added: 32%,] respectively, of our revenue was earned directly or indirectly from agencies of the U.S. federal government.
As of the end of fiscal [removed: 2019,] [added: 2020,] our backlog totaled approximately [removed: $22.6] [added: $23.8] billion.
Contracts with the U.S. federal government and other governments and their agencies, which are a significant source of our revenue and profit, are subject to various uncertainties, restrictions, and regulations including oversight [removed: audits by various government authorities as well as profit and cost controls, which could result in withholding or delay of payments to us.]
Since government contracts represent a significant percentage of our revenues (for example, those with the U.S. federal government represented approximately [removed: 27%] [added: 33%] of our total revenue in fiscal [removed: 2019),] [added: 2020),] a significant reduction in government funding or the loss of such contracts could have a material adverse impact on our business, financial condition, and results of operations.
Our engineering practice, for example, involves professional judgments regarding the planning, design, development, construction, [removed: operations and management of industrial facilities and public infrastructure projects.]
With a workforce of approximately [removed: 52,000] [added: 55,000] people globally, we are also party to labor and employment claims in the normal course of business.
Further, these claims can be the subject of lengthy negotiations, arbitration or litigation proceedings, which could result in the investment of significant amounts [removed: of working capital pending the resolution of the relevant change orders and claims.]
Third-party subcontractors we hire perform [removed: much] [added: a significant amount] of the work performed under our contracts.
For fiscal [removed: 2019,] [added: 2020,] approximately [removed: 29%] [added: 25%] of our revenue was earned from clients outside the U.S. Our business is dependent on the continued success of our international operations, and we expect our international operations to continue to account for a significant portion of our total revenues.
[removed: | • |] [added: -] Recessions and other economic crises in other regions, such as Europe, or specific foreign economies and the impact on our costs of doing business in those countries; [removed: |]
[removed: | • |] [added: -] Difficulties in staffing and managing foreign operations, including logistical and communication challenges; [removed: |]
[removed: | • |] [added: -] Unexpected changes in foreign government policies and regulatory requirements; [removed: |]
[removed: | • |] [added: -] Potential non-compliance with a wide variety of laws and regulations, including anti-corruption, export control and anti-boycott laws and similar non-U.S. laws and regulations; [removed: |]
[removed: | • |] [added: -] Potential non-compliance with regulations and evolving industry standards regarding consumer protection and data use and security, including the General Data Protection Regulation approved by the European Union; [removed: |]
[removed: | • |] [added: -] Lack of developed legal systems to enforce contractual rights; [removed: |]
[removed: | • |] [added: -] Expropriation and nationalization of our assets in a foreign country; [removed: |]
[removed: | • |] [added: -] Renegotiation or nullification of our existing contracts; [removed: |]
[removed: | • |] [added: -] The adoption of new, and the expansion of existing, trade or other restrictions; [removed: |]
[removed: | • |] [added: -] Embargoes, duties, tariffs or other trade restrictions, including sanctions; [removed: |]
[removed: | • |] [added: -] Changes in labor conditions; [removed: |]
[removed: | • |] [added: -] Acts of war, civil unrest, force majeure, and terrorism; [removed: |]
[removed: | • |] [added: -] The ability to finance efficiently our foreign operations; [removed: |]
[removed: | • |] [added: -] Social, political, and economic instability; [removed: |]
[removed: | • |] [added: -] Changes to tax policy; [removed: |]
[removed: | • |] [added: -] Currency exchange rate fluctuations; [removed: |]
[removed: | • |] [added: -] Limitations on the ability to repatriate foreign earnings; and [removed: |]
[removed: | • |] [added: -] U.S. government policy changes in relation to the foreign countries in which we operate. [removed: |]
[removed: Systems] [added: - Cyber security or privacy breaches, or systems] and information technology interruption or failure [removed: and data security or privacy breaches] could adversely impact our ability to operate or expose us to significant financial losses and reputational [removed: harm.][added: harm.]
[removed: In addition, new laws and regulations governing data privacy and the unauthorized disclosure of confidential information, including the European Union General Data Protection Regulation and the California Consumer Privacy] Act, pose increasingly complex compliance challenges and potentially elevate costs, and any failure to comply with these laws and regulations could result in significant penalties and legal liability.
[removed: | • |] [added: -] Legal proceedings, disputes and/or government investigations; [removed: |]
[removed: | • |] [added: -] Fluctuations in the spending patterns of our government and commercial customers; [removed: |]
[removed: | • |] [added: -] The number and significance of projects executed during a quarter; [removed: |]
[removed: | • |] [added: -] Unanticipated changes in contract performance, particularly with contracts that have funding limits; [removed: |]
[removed: | • |] [added: -] The timing of resolving change orders, requests for equitable adjustments, and other contract adjustments; [removed: |]
[removed: | • |] [added: -] Delays incurred in connection with a project; [removed: |]
Summary Risk Factors
The following is a summary of some of the risks and uncertainties that could materially adversely affect our business, financial condition and results of operations.
You should read this summary together with the more detailed description of each risk factor contained below.
Risks Related to Our Operations
- The COVID-19 pandemic, including the measures that international, federal, state and local public health and other governmental authorities implement to address it, have adversely affected, and may continue to adversely affect, our business, financial condition and results of operations.
- Project sites are inherently dangerous workplaces.
- Our results of operations depend on the award of new contracts and the timing of the performance of these contracts.
- We engage in a highly competitive business.
If we are unable to compete effectively, we could lose market share and our business and results of operations could be negatively impacted.
- The nature of our contracts, particularly those that are fixed-price, subjects us to risks of cost overruns.
We may experience reduced profits or, in some cases, losses if costs increase above budgets or estimates or if the project experiences schedule delays.
- The contracts in our backlog may be adjusted, canceled or suspended by our clients and, therefore, our backlog is not necessarily indicative of our future revenues or earnings.
Additionally, even if fully performed, our backlog is not a good indicator of our future gross margins.
- Contracts with the U.S. federal government and other governments and their agencies pose additional risks relating to future funding and compliance.
Our project execution activities may result in liability for faulty services.
- Our project execution activities may result in liability for faulty services.
- The outcome of pending and future claims and litigation could have a material adverse impact on our business, financial condition, and results of operations.
- Our use of joint ventures and partnerships exposes us to risks and uncertainties, many of which are outside of our control
- Employee, agent or partner misconduct or our overall failure to comply with laws or regulations could weaken our ability to win contracts, which could result in reduced revenues and profits.
- Our international operations are exposed to additional risks and uncertainties, including unfavorable political developments and weak foreign economies.
- We are subject to professional standards, duties and statutory obligations on professional reports and opinions we issue, which could subject us to monetary damages.
- If we do not have adequate indemnification for our nuclear services, it could adversely affect our business, financial condition and results of operations.
- Our actual results could differ from the estimates and assumptions used to prepare our financial statements.
- We may be required to contribute additional cash to meet any underfunded benefit obligations associated with retirement and post-retirement benefit plans we manage.
- Demand for our services is cyclical as the sectors and industries in which our clients operate are impacted by economic downturns, reductions in government or private spending and times of political uncertainty.
- Rising inflation, interest rates, and/or construction costs could reduce the demand for our services as well as decrease our profit on our existing contracts, in particular with respect to our fixed-price contracts.
- Our global presence could give rise to material fluctuations in our income tax rates.
- Our businesses could be materially and adversely affected by events outside of our control.
- Climate change and related environmental issues could have a material adverse impact on our business, financial condition and results of operations.
- Our continued success is dependent upon our ability to hire, retain, and utilize qualified personnel.
- Our business strategy relies in part on acquisitions to sustain our growth.
Acquisitions of other companies present certain risks and uncertainties.
Risks Related to Regulatory Compliance
- Past and future environmental, health, and safety laws could impose significant additional costs and liabilities.
- If we fail to comply with federal, state, local or foreign governmental requirements, our business may be adversely affected.
- We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws.
- We may be affected by market or regulatory responses to climate change.
Risks Related to Our Indebtedness
- We rely on cash provided by operations and liquidity under our credit facilities to fund our business.
Negative conditions in the credit and financial markets and delays in receiving client payments could adversely affect our cost of borrowing and our business.
become responsible for costs or other liabilities we have not accepted in the past.
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| • | Expropriation of property; |
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An excerpt. Shown here: 40 of 93 rewritten, 40 of 130 added and 40 of 140 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2020 filing and the FY2019 filing.
Page headers and footers: 14 lines differ, not counted above
Lines that repeat across the filing's pages, such as a footer with the company, form, year and page number. A change here is a change in the page, not in what was disclosed.
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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
179 rewritten, 135 added, 143 removed, 174 unchanged
Read the full itemFY2020 item · filed November 24, 2020FY2019 item · filed November 25, 2019
In order to better understand the changes that occur to key elements of our financial condition, results of operations and cash flows, a reader of this Management’s Discussion and Analysis of Financial Condition and Results [added: of Operations (“MD&A”) should be aware of the critical accounting policies we apply in preparing our consolidated financial statements.]
Although our significant accounting policies are described in Note [removed: 2 -] [added: 2-] *Significant Accounting Policies* of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K, the following discussion is intended to highlight and describe those accounting policies that are especially critical to the preparation of our consolidated financial statements.
See Note [removed: 17-] [added: 18-] *Contractual Guarantees, Litigation, Investigations and Insurance* for further discussion.
[removed: | • |] [added: -] Consolidated if the Company is the primary beneficiary of a VIE, or holds the majority of voting interests of a non-VIE (and no significant participative rights are available to the other partners). [removed: |]
[removed: | • |] [added: -] Unconsolidated if the Company is not the primary beneficiary of a VIE, or does not hold the majority of voting interest of a non-VIE. [removed: |]
The actuarial assumptions used in determining the funded statuses of the plans are provided in Note [removed: 12] [added: 13] - *Pension and Other Postretirement Benefit Plans* of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.
The expected rates of return on plan assets range from 2.3% to 7.5% for fiscal [removed: 2019] [added: 2020] and [added: 1.8% to 7%] fiscal [removed: 2020.][added: 2021.]
We believe the range of rates selected for fiscal [removed: 2019] [added: 2020] reflects the long-term returns expected on the plans’ assets, considering recent market conditions, projected rates of inflation, the diversification of the plans’ assets, and the expected real rates of market returns.
The discount rates used to compute plan liabilities [removed: remained consistent] [added: decreased] year over year with a range of 1.3% to 8.1% in [removed: both] fiscal [removed: 2018] [added: 2019] and [removed: 2019.][added: a range of 0.2% to 7.1% 2020.]
For example, if the discount rate used to value the net pension benefit obligation (“PBO”) at [removed: September 27, 2019] [added: October 2, 2020] was higher by 0.5%, the PBO would have been lower at that date by approximately [removed: $197.6] [added: $212.4] million for non-U.S. plans, and by approximately [removed: $22.5] [added: $19.8] million for U.S. plans.
If the expected return on plan assets was higher by 1.0%, the net periodic pension cost for fiscal [removed: 2019] [added: 2020] would be lower by approximately [removed: $19.0] [added: $20.3] million for non-U.S. plans, and by approximately [removed: $3.6] [added: $3.4] million for U.S. plans.
We used [removed: an] income [removed: approach] [added: and market approaches] to test our goodwill for possible impairment which requires us to make estimates and judgments.
For the Fiscal Years [removed: Ended September] [added: Ended October 2, 2020, September] 27, [removed: 2019, September] [added: 2019 and September] 28, 2018 [removed: and September 29, 2017]
| | [added: | |] September 27, 2019 | | | | [added: | | % | | | | | |] September 28, 2018 | | | | [removed: September 29, 2017] | | [added: %] | [added: | |]
| Revenues | [added: | |] $ | [removed: 12,737,868] [added: 13,566,975] | | | [added: | |] $ | [removed: 10,579,773] [added: 12,737,868] | | | [added: | |] $ | [removed: 6,330,126] [added: 10,579,773] | |
| Direct cost of contracts | [removed: (10,260,840] | | [removed: )] [added: (10,980,307)] | | [removed: (8,421,223] | | [removed: )] | | [removed: (5,070,091] [added: (10,260,840)] | | [removed: )] | [added: | | | (8,421,223) | | |]
| Gross profit | [removed: 2,477,028] | | [added: 2,586,668] | | [removed: 2,158,550] | | | | [removed: 1,260,035] [added: 2,477,028] | | | [added: | | | 2,158,550 | | |]
| Selling, general and administrative expenses | [removed: (2,072,177] | | [removed: )] [added: (2,050,695)] | | [removed: (1,771,107] | | [removed: )] | | [removed: (1,015,893] [added: (2,072,177)] | | [removed: )] | [added: | | | (1,771,107) | | |]
| Operating Profit | [removed: 404,851] | | [added: 535,973] | | [removed: 387,443] | | | | [removed: 244,142] [added: 404,851] | | | [added: | | | 387,443 | | |]
| Other Income (Expense): | | | | | | | | | | | | [added: | | | | | |]
| Interest income | [removed: 9,487] | | [added: 4,729] | | [removed: 8,984] | | | | [removed: 8,748] [added: 9,487] | | | [added: | | | 8,984 | | |]
| Interest expense | [removed: (83,847] | | [removed: )] [added: (62,206)] | | [removed: (76,760] | | [removed: )] | | [removed: (12,035] [added: (83,847)] | | [removed: )] | [added: | | | (76,760) | | |]
| Miscellaneous [removed: income (expense),] [added: (expense) income,] net | [removed: 20,468] | | [added: (37,293)] | | [removed: 11,314] | | | | [removed: 2,299] [added: 20,468] | | | [added: | | | 11,314 | | |]
| Total [removed: other (expense) income,] [added: Other (Expense) Income,] net [added: (4)] | [removed: (53,892] | | [removed: )] [added: (94,770)] | | [removed: (56,462] | | [removed: )] | | [removed: (988] [added: (53,892)] | | [removed: )] | [added: | | | (56,462) | | |]
| Earnings from Continuing Operations Before Taxes | [removed: 350,959] | | [added: 441,203] | | [removed: 330,981] | | | | [removed: 243,154] [added: 350,959] | | | [added: | | | 330,981 | | |]
| Income Tax [removed: Benefit (Expense)] [added: Expense] for Continuing Operations | [removed: (36,954] | | [removed: )] [added: (55,320)] | | [removed: (325,632] | | [removed: )] | | [removed: (73,103] [added: (36,954)] | | [removed: )] | [added: | | | (325,632) | | |]
| Net Earnings of the Group from Continuing Operations | [removed: 314,005] | | [added: 385,883] | | [removed: 5,349] | | | | [removed: 170,051] [added: 314,005] | | | [added: | | | 5,349 | | |]
| Net Earnings of the Group from Discontinued Operations | [removed: 559,214] | | [added: 137,984] | | [removed: 167,793] | | | | [removed: 117,324] [added: 559,214] | | | [added: | | | 167,793 | | |]
| Net Earnings of the Group | [removed: 873,219] | | [added: 523,867] | | [removed: 173,142] | | | | [removed: 287,375] [added: 873,219] | | | [added: | | | 173,142 | | |]
| Net [removed: (Earnings) Loss] [added: Earnings] Attributable to Noncontrolling Interests from Continuing Operations | [removed: (23,045] | | [removed: )] [added: (32,022)] | | [removed: (9,534] | | [removed: )] | | [removed: 116] [added: (23,045)] | | | [added: | | | (9,534) | | |]
| Net Earnings (Loss) Attributable to Jacobs from Continuing Operations | [removed: 290,960] | | [added: 353,861] | | [removed: (4,185] | | [removed: )] | | [removed: 170,167] [added: 290,960] | | | [added: | | | (4,185) | | |]
| Net [removed: (Earnings) Loss] [added: Earnings] Attributable to Noncontrolling Interests from Discontinued Operations | [removed: (2,195] | | [removed: )] [added: —] | | [removed: (177] | | [removed: )] | | [removed: 6,236] [added: (2,195)] | | | [added: | | | (177) | | |]
| Net Earnings Attributable to Jacobs from Discontinued Operations | [removed: 557,019] | | [added: 137,984] | | [removed: 167,616] | | | | [removed: 123,560] [added: 557,019] | | | [added: | | | 167,616 | | |]
| Net Earnings Attributable to Jacobs | [added: | |] $ | [removed: 847,979] [added: 491,845] | | | [added: | |] $ | [removed: 163,431] [added: 847,979] | | | [added: | |] $ | [removed: 293,727] [added: 163,431] | |
| Net Earnings (Loss) Per Share: | | | | | | | | | | | | [added: | | | | | |]
| Basic Net Earnings (Loss) from Continuing Operations Per Share | [added: | |] $ | [removed: 2.11] [added: 2.69] | | | [added: | |] $ | [removed: (0.03] [added: 2.11] | [removed: )] | | [added: | |] $ | [removed: 1.41] [added: (0.03)] | |
| Basic Net Earnings from Discontinued Operations Per Share | [added: | |] $ | [removed: 4.03] [added: 1.05] | | | [added: | |] $ | [removed: 1.21] [added: 4.03] | | | [added: | |] $ | [removed: 1.02] [added: 1.21] | |
| Basic Earnings Per Share | [added: | |] $ | [removed: 6.14] [added: 3.74] | | | [added: | |] $ | [removed: 1.18] [added: 6.14] | | | [added: | |] $ | [removed: 2.43] [added: 1.18] | |
| Diluted Net Earnings (Loss) from Continuing Operations Per Share | [added: | |] $ | [removed: 2.09] [added: 2.67] | | | [added: | |] $ | [removed: (0.03] [added: 2.09] | [removed: )] | | [added: | |] $ | [removed: 1.40] [added: (0.03)] | |
| Diluted Net Earnings from Discontinued Operations Per Share | [added: | |] $ | [removed: 4.00] [added: 1.04] | | | [added: | |] $ | [removed: 1.21] [added: 4.00] | | | [added: | |] $ | [removed: 1.02] [added: 1.21] | |
Our unconsolidated joint ventures (including equity method investments) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable, and impairment losses are recognized for such investments if there is a decline in fair value below carrying value that is considered to be other-than-temporary.
Under the market approach, the fair values of our reporting units are determined by reference to guideline companies that are reasonably comparable to our reporting units; the fair values are estimated based on the valuation multiples of the invested capital associated with the guideline companies.
In assessing whether there is an indication that the carrying value of goodwill has been impaired, we utilize the results of both valuation techniques and consider the range of fair values indicated.
Impairment of Long-Lived Assets
Our long-lived assets other than goodwill principally consist of right-of-use lease assets, property, equipment and improvements, and finite-lived intangible assets.
These long-lived assets are evaluated for impairment for each of our asset groups in accordance with ASC 360 by first identifying whether indicators of impairment exist.
If such indicators are present, we assess long-lived asset groups for recoverability based on estimated future undiscounted cash flows.
For asset groups where the recoverability test fails, the fair value of each asset group is then estimated and compared to its carrying amount.
An impairment loss is recognized for the amount by which an asset group’s carrying value exceeds its fair value.
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2020 Overview
*COVID-19 Pandemic.* There are many risks and uncertainties regarding the COVID-19 pandemic, including the anticipated duration of the pandemic and the extent of local and worldwide social, political, and economic disruption it may cause.
The Company’s operations for the last three quarters of fiscal 2020 were adversely impacted by COVID-19.
While certain business units of both Critical Mission Solutions and People & Places Solutions have experienced, and may continue to experience, an increase in demand for certain of their services regarding new projects that may arise in response to the COVID-19 pandemic, it is still expected that COVID-19 is likely to continue to have an adverse impact on each of Critical Missions Solutions and People & Places Solutions in fiscal 2021, although to a lesser degree than what was seen in 2020.
Please refer to Item 1A - *Risk Factors*, for a discussion of risks and uncertainties related to COVID-19, including the potential impacts on the Company’s business, financial condition and results of operations.
Included in the Company’s operating results for the current year were $56.9 million (or $0.43 per share) in after tax fair value losses recorded in miscellaneous income (expense), net, associated with our investment in Worley stock (net of Worley stock dividend) and certain foreign currency revaluations relating to the ECR sale and $248.2 million in after-tax Restructuring and other charges and transaction costs associated in part with the Company's fourth quarter fiscal 2020 transformation initiatives relating to real estate and other staffing programs which are discussed in Note 16- *Restructuring and Other Charges.* Also, fiscal 2020 results were impacted by charges associated with the Company's acquisition of John Wood Groups' nuclear consulting, remediation and program management business along with charges relating to the integration of the KeyW and CH2M acquisitions and the sale of ECR.
Included in net earnings attributable to the Company from discontinued operations for the current year was an expense reduction for the settlement of the Nui Phao ("NPMC") legal matter described in Note 17- *Commitments and Contingencies and Derivative Financial Instruments* that was reimbursed by insurance, the recognition of the deferred gain for the delayed conveyance of the international entities and for the delivery of the ECR IT assets, as discussed in Note 15- *Sale of Energy, Chemicals and Resources ("ECR") Business* and adjustments for working capital and certain other items in connection with the ECR sale.
Additionally, the year-over-year change was also driven by the gain on sale recognized in the fiscal 2019 period and the absence of normal operating results of the ECR business as reported in the prior year.
On March 6, 2020, a subsidiary of Jacobs completed the acquisition of the nuclear consulting, remediation and program management business of John Wood Group for an enterprise value of £246 million, or approximately $317.9 million, less cash acquired of $24.3 million.
Fiscal 2020 Compared to Fiscal 2019
Revenues for the year ended October 2, 2020 were $13.57 billion, an increase of $829.1 million, or 6.5%, from $12.74 billion for the prior year.
The increase in revenues was due primarily to the a full year of revenues in fiscal 2020 from the KeyW acquisition completed in June 2019, impacts from the March 2020 John Wood Group nuclear business acquisition and growth in our legacy People & Places Solutions businesses, offset in part by impacts from the COVID 19 pandemic.
Also, our revenues were impacted by an extra week of activity in fiscal 2020, see Note 1- *Description of Business and Basis of Presentation* in the notes to the consolidated financial statements.
Gross profit for the year ended October 2, 2020 was $2.59 billion, up $109.6 million, or 4.4%, from $2.48 billion for the prior year.
The increase in our gross profit was attributable to favorable impacts from the KeyW and John Wood Group nuclear business acquisitions, also impacted by the extra week of activity in fiscal 2020.
The slight differences in year over year gross margin trends were attributable mainly to legacy portfolio mix and lower overhead rate impacts on revenue, with partial offsets from favorable margin trends from our recent KeyW and John Wood Group nuclear business acquisitions and as well as year over year impacts from lower overhead reimbursement rates resulting from our ongoing cost reduction programs partially offset by COVID-19 cost mitigation efforts.
See Segment Financial Information discussion for further information on the Company’s results of operations at the operating segment level.
Selling, general & administrative expenses for the year ended October 2, 2020 were $2.05 billion, a decrease of $21.5 million, or 1.0%, from $2.07 billion for the prior year.
The decrease in SG&A expenses as compared to the prior year was due primarily to less expense relating to the Transition Services Agreement (the "TSA") with Worley, which expired in April 2020, although the parties agreed to extend certain of the services beyond the initial term, and reductions in personnel related and other overhead costs resulting from our ongoing cost reduction programs as well as COVID-19 cost mitigation efforts, partially offset by incremental SG&A expenses from the KeyW and John Wood Group nuclear business acquisitions and the extra week of activity in fiscal 2020.
Also, included in the current year results were $325.1 million of restructuring and other charges and transaction costs associated in part with the Company's fourth quarter fiscal 2020 transformation initiatives relating to real estate and other staffing programs, and the Company's acquisition of John Wood Groups' nuclear business.
Favorable impacts on SG&A expenses from foreign exchange were $3.2 million for the current year.
Net interest expense for the year ended October 2, 2020 was $57.5 million, a decrease of $16.9 million from $74.4 million for the prior year.
The decrease in net interest expense year over year is primarily due to the paydown of debt subsequent to the ECR sale in the prior year third quarter.
The decrease from the prior year was due primarily to $74.5 million in pre-tax unrealized losses associated with changes in the fair value of our investment in Worley stock (net of Worley stock dividend) and certain foreign currency revaluations relating to the ECR sale in the current year, compared to $64.8 million in the prior year.
Also included in miscellaneous (expense) income during the current year is $15.8 million in TSA-related income associated with the ECR sale compared to $35.4 million in the prior year, as discussed in Note 15- *Sale of Energy, Chemicals and Resources ("ECR") Business.* Further, miscellaneous income (expense), net for the year ended September 27, 2019 included a one-time gain on the settlement of the CH2M retiree medical plan of $35.0 million.
Net earnings attributable to Jacobs from discontinued operations for fiscal 2020 were $138.0 million (or $1.04 per diluted share), a decrease of $419.0 million, or 75.2%, from $557.0 million (or $4.00 per diluted share) for the prior year.
Included in net earnings attributable to the Company from discontinued operations for the current year was an expense reduction for the settlement of the Nui Phao ("NPMC") legal matter described in Note 17- *Commitments and Contingencies and Derivative Financial Instruments* that was reimbursed by insurance, the recognition of the deferred gain
for the delayed conveyance of the international entities and for the delivery of the ECR IT assets, as discussed in Note 15- *Sale of Energy, Chemicals and Resources ("ECR") Business* and adjustments for working capital and certain other items in connection with the ECR sale.
of Operations (“MD&A”) should be aware of the critical accounting policies we apply in preparing our consolidated financial statements.
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2019 Overview
Our fiscal 2018 results included $112.8 million (or $0.81 per share) in after tax Restructuring and other charges, $60.7 million in CH2M transaction costs and $259.2 million in income tax charges associated with the Tax Cuts and Jobs Act (“the Act”) enacted on December 22, 2017.
On August 20, 2019, Jacobs announced that it had entered into an agreement to acquire John Wood Group's Nuclear business for an enterprise value of £250 million (approx. $300 million) on a debt-free, cash-free basis.
The transaction is expected to close by the end of fiscal 2020 second quarter.
In general, pass-through costs are more significant on projects that have a higher content of field services activities.
Pass-through costs are generally incurred at specific points during the life cycle of a project and are highly dependent on the needs of our individual clients and the nature of the clients’ projects.
However, because we have hundreds of projects which start at various times within a fiscal year, the effect of pass-through costs on the level of direct costs of contracts can vary between fiscal years without there being a fundamental or significant change to the underlying business.
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Fiscal 2018 Compared to Fiscal 2017
The increase in revenues was due primarily to the CH2M acquisition, along with higher volumes in our legacy CMS and PPS businesses.
Gross profit for the year ended September 28, 2018 was $2.16 billion, an increase of $898.5 million, or 71.3% from $1.26 billion for the corresponding period in 2017.
Our continuing strategic focus on realigning our portfolio to higher margin businesses and project execution, along with incremental benefits of the CH2M businesses acquired, drove improved gross profit and margins for the year over year periods.
Selling, general & administrative expenses for the year ended September 28, 2018 were $1.77 billion, an increase of $755.2 million, or 74.3%, from $1.02 billion for the corresponding period in 2017.
The increase in SG&A expenses for the comparative annual periods was due mainly to the CH2M acquisition.
Also, included in the 2018 results were $150.1 million of restructuring and other charges and $80.4 million of transaction costs compared to $97.5 million of restructuring and other charges and $17.1 million of transaction costs for fiscal 2017.
Net interest expense for the year ended September 28, 2018 was $67.8 million, an increase of $64.5 million from $3.3 million for the corresponding period in 2017.
The increase in interest expense for the year ended September 28, 2018 as compared to the corresponding period in 2017 was due primarily to higher levels of average debt balances outstanding related to financing activities for the acquisition of CH2M, which was partially funded with term loan financing of $1.5 billion and revolving credit line borrowings of $850 million.
The increases were due primarily to unfavorable year over year impacts from unrealized gains and losses from foreign exchange.
Net earnings of the group from discontinued operations was $167.8 million for the year ended September 28, 2018, an increase of $50.5 million from $117.3 million for the corresponding period in 2017.
Included in fiscal 2018 was the $21.0 million loss associated with the disposal of the Company's equity investment in its Guimar joint venture and in fiscal 2017, $10.9 million associated mainly with the Company's divestiture of its equity investment in Neste Jacobs Oy.
The Company’s consolidated effective income tax rate was generally higher than the U.S. statutory rate of 24.6% primarily due to the impacts related to U.S. Tax Reform and the integration of CH2M's tax attributes.
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| | September 28, 2018 | | | | % | | | September 29, 2017 | | | | % | |
| Statutory amount | $ | 81,421 | | | 24.6 | % | | $ | 85,104 | | | 35.0 | % |
| Exclusion of tax on non-controlling interests | (2,389 | | ) | | (0.7 | )% | | 2,223 | | | | 0.9 | % |
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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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Read the full itemFY2020 item · filed November 24, 2020FY2019 item · filed November 25, 2019
Please see the Note [removed: 10-] [added: 9-] *Borrowings* in Notes to Consolidated Financial Statements beginning on Page F-1 of this Annual [removed: report] [added: Report] on Form 10-K, which is incorporated herein by reference, for a discussion of the [removed: New] [added: Revolving] Credit [removed: Agreement, Term Loan] Facility and Note Purchase Agreement.
Our [added: Revolving Credit Facility, 2020] Term Loan [removed: Facility, New Credit Agreement] [added: Facility] and certain other debt obligations are subject to variable rate interest which could be adversely affected by an increase in interest rates.
As of [removed: September 27, 2019,] [added: October 2, 2020,] we had an aggregate of [removed: $703.8 million] [added: $1.2 billion] in outstanding borrowings under our [removed: Term Loan] [added: Revolving Credit] Facility and [removed: our New Credit Agreement.][added: 2020 Term Loan Facility.]
Interest on amounts borrowed under these agreements is subject to adjustment based on the Company’s Consolidated Leverage Ratio (as defined in the credit agreements governing the [removed: Term Loan] [added: Revolving Credit] Facility and [removed: New Credit Agreement).][added: the 2020 Term Loan Facility).]
Depending on the Company’s Consolidated Leverage Ratio, borrowings under the [removed: Term Loan] [added: Revolving Credit] Facility [removed: bear interest at a Eurocurrency rate plus a margin of between 1.0%] and [removed: 1.5% or a base rate plus a margin of between 0% and 0.5% and borrowings under] the [removed: New Credit Agreement] [added: 2020 Term Loan Facility] bear interest at 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%.
For the year ended [removed: September 27, 2019,] [added: October 2, 2020,] our weighted average floating rate borrowings were approximately [removed: $1.6] [added: $1.2] billion.
If floating interest rates had increased by 1.00%, our interest expense for the year ended [removed: September 27, 2019] [added: October 2, 2020] would have increased by approximately [removed: $16.6] [added: $12.2] million.
In situations where our operations incur contract costs in currencies other than their functional currency, we [removed: attempt] [added: sometimes enter into foreign exchange contracts] to [removed: have a portion of the related contract revenues denominated in the same currencies as the costs.][added: limit our exposure to fluctuating foreign currencies.]
However, as discussed in Note 17- *Commitments and Contingencies and Derivative Financial Instrument*s, we have entered into swap agreements with an aggregate notional value of $911.5 million to convert the variable rate interest based liabilities associated with a corresponding amount of our debt into fixed interest rate liabilities, leaving $267.1 million in principal amount subject to variable interest rate risk.
The Company has $521.5 million in notional value of exchange rate sensitive instruments at October 2, 2020.
See Note 17- *Commitments and* *Contingencies and Derivative Financial Instruments* for discussion.
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In those situations, where revenues and costs are transacted in different currencies, we sometimes enter into foreign exchange contracts in order to limit our exposure to fluctuating foreign currencies.
The Company does not currently have exchange rate sensitive instruments that would have a material effect on our consolidated financial statements or results of operations.
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Item 1. BUSINESS
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Read the full itemFY2020 item · filed November 24, 2020FY2019 item · filed November 25, 2019
Leveraging a talent force of [removed: approximately 52,000,] [added: more than 55,000,] Jacobs provides a full spectrum of professional services including consulting, technical, scientific and project delivery for the government and private sector.
[removed: The Company’s] [added: Our] deep global domain knowledge - applied together with the latest advances in technology - are why customers large and small choose to partner with Jacobs.
We operate in two lines of business: Critical Mission Solutions [removed: (formerly Aerospace, Technology] and [removed: Nuclear) and] People & Places [removed: Solutions (formerly Buildings, Infrastructure and Advanced Facilities).][added: Solutions.]
This transformation included the $3.2 billion acquisition of CH2M [added: Hill Companies, Ltd ("CH2M")] and the $3.4 billion divestiture of the Company's energy, chemicals and resources business.
[removed: Our] [added: These] acquisitions [removed: of KeyW and Wood Group’s nuclear business] further position us as a leader in high-value government services and technology-enabled solutions, enhancing our portfolio by adding intellectual property-driven technology with unique proprietary C5ISR (command, control, communications, computer, combat systems, intelligence, surveillance and reconnaissance) rapid solutions, and amplifying Jacobs’ position as a Tier-1 global nuclear services provider.
We have turned the course of Jacobs’ future and are now focused on broadening our leadership in [added: sustainable,] high growth sectors.
Signaling our transition from an engineering and construction company to a global technology-forward solutions company, we [removed: have a new look, and we plan to change our name to Jacobs Solutions Inc.][added: began trading as “J” on the New York Stock Exchange in December 2019.]
[removed: ][added: ]
Technology and Consulting includes cybersecurity, data analytics, [added: systems and] software application [removed: development,] [added: integration services and consulting,] enterprise and mission [removed: IT, systems integration] [added: IT services, engineering] and [added: design, nuclear services, enterprise level operations and maintenance and] other highly technical consulting solutions within Critical Mission Solutions (CMS) and data analytics, artificial intelligence and automation, software development as well as digitally-driven consulting, [removed: planning, architecture] [added: planning] and [added: architecture,] program management [added: and other highly technical consulting solutions] within People & Places Solutions [removed: (PPS).][added: (P&PS).]
Project Delivery Services includes [removed: construction services for] [added: management and execution of] wind-tunnel design-build [added: projects in CMS] and [removed: construction services for] progressive design-build for water and construction management [removed: at-risk.][added: for our Advanced Facilities business in P&PS.]
We believe these [removed: project delivery] services are lower risk than typical lump-sum type construction contracting.
Pass-through Revenue includes [removed: PPS] [added: P&PS] procurement activities and revenue where we are acting as principal for subcontract labor or third-party materials and [removed: equipment,] [added: equipment] and are consequently reflected in both revenues and costs.
[removed: | • | We do things right.] We always act with integrity - taking responsibility for our work, caring for our people and staying focused on safety and sustainability. [removed: We make investments in our clients, people and communities, so we can grow together. |]
[removed: | • |] [added: -] We challenge the accepted. We know that to create a better future, we must ask the difficult questions. [removed: We always stay curious and are not afraid to try new things. |]
[removed: | • |] [added: -] We aim higher. We do not settle - always looking beyond to raise the bar and deliver with excellence. [removed: We are committed to our clients by bringing innovative solutions that lead to profitable growth and shared success. |]
[removed: | • | We live inclusion.] We [removed: put people at the heart of our business. We] have an unparalleled focus on inclusion, with a diverse team of visionaries, thinkers and doers. [removed: We embrace all perspectives, collaborating to make a positive impact. |]
[removed: ][added: ]
From the way we operate our business, to the work we perform with clients and other organizations, we continue to look at ways we can make a positive environmental, societal and economic difference for [added: our people,] businesses, governments and communities around the world.
[removed: ][added: ]
[removed: ][added: ]
Our [removed: BeyondZero®] [added: BeyondZero®] culture of [removed: caring] [added: caring] goes beyond taking health and safety statistics to zero, so that genuine care and respect for all people [removed: is] [added: are] fundamental to our culture and reaches beyond our workplace.
Through our mental health matters program, we furthered our industry-leading efforts to empower our workforce, so they know they work in an environment where their mental health and well-being is the top priority and where everyone can [removed: ‘bring] [added: "bring] their whole self to [removed: work’.][added: work." We have almost 2,000 Positive Mental Health Champions trained in how to guide staff who have mental health concerns or crises to the appropriate level of help; support fellow employees; and help us encourage positive mental health throughout the workplace.]
Thinking beyond one-dimensional [removed: solutions] [added: approaches] to help improve social, environmental and economic resiliency.
Our global [removed: science, technology, engineering and mathematics (STEM)] [added: STEAM] Ambassador network [removed: activities help] [added: helps] us build partnerships with schools and other educational organizations and form lasting relationships that inspire the next generation and sustain our business.
[removed: ][added: ]
[removed: ][added: ]
[removed: ][added: ]
[removed: BeyondExcellence] [added: BeyondExcellence℠] is our global program focused on quality, performance excellence and recognizing those who set the new standard through our awards program.
Fiscal [removed: 2019] [added: 2020] brought a lot of change for our people - a talent force of approximately [removed: 52,000] [added: 55,000] - and we doubled down on making sure talent, inclusion and diversity remained at the top of our priorities by focusing on the employee [removed: experience during our portfolio transformation.][added: experience.]
We put the spotlight on ensuring that Jacobs is an employer of choice in every way: we aspire to be a merit-based organization that is inclusive and diverse; we take on the responsibility to continually recruit and develop the best [removed: talent; and we continue to foster leadership and innovation.][added: talent.]
[removed: ][added: ]
[removed: ][added: ]
[removed: TogetherBeyond] [added: TogetherBeyond℠] is our approach to living inclusion every day and enabling diversity and equality globally.
[removed: | • |] [added: -] On June 12, 2019, we acquired The KeyW Holding Corporation (“KeyW”), a U.S. based national security technology solutions provider to the intelligence, cyber, and counterterrorism communities [removed: |]
[removed: | • |] [added: -] On December 15, 2017, we acquired [removed: CH2M HILL Companies, Ltd ("CH2M"),] [added: CH2M,] a provider of consulting and other services in the water, environmental, transportation and nuclear remediation sectors. [removed: |]
During fiscal [removed: 2019] [added: 2020] the Company repurchased [removed: $853.7] [added: $337.3] million of shares and paid [removed: $106.4] [added: $144.0] million in dividends to shareholders and noncontrolling interests.
The services we provide fall into the following two lines of business (LOB): Critical Mission Solutions (CMS) and People & Places Solutions [removed: (PPS)] [added: (P&PS)] which are also the Company’s reportable segments.
Our Critical Mission Solutions line of business provides a full spectrum of [removed: cybersecurity,] [added: cyber,] data analytics, [added: systems and] software application [removed: development,] [added: integration services and consulting,] enterprise [added: level operations] and [added: maintenance and] mission IT, [removed: systems integration] [added: engineering] and [added: design, enterprise operations and maintenance, program management, and] other highly technical consulting solutions to government agencies as well as [removed: selective aerospace, automotive and telecom] [added: commercial] customers.
Our representative clients include the U.S. Department of Defense (DoD), the [removed: U.S. Special Operations Command (USSOCOM),] [added: Combatant Commands,] the U.S. Intelligence Community, NASA, the U.S. Department of Energy (DoE), Ministry of Defence in the U.K., the U.K. Nuclear Decommissioning Authority (NDA), and the Australian Department of Defence, as well as private sector customers mainly in the [removed: automotive] [added: aerospace, automotive, energy] and telecom sectors.
Critical Mission Solutions serves broad sectors, including U.S. government services, [removed: cybersecurity,] [added: cyber,] nuclear, commercial, and international sectors.
The alignment of revenue synergies was key to the successful integration of CH2M and created a model for successful follow-on integrations like The KeyW Holding Corporation and John Wood Group’s nuclear business.
We articulate our bold creativity in our brand promise: Challenging today.
Our Transformation Office is charged with driving further innovation, delivering value-creating solutions for our clients and leveraging an integrated digital and technology strategy to improve our efficiency and effectiveness, ultimately freeing up valuable time and resources for reinvestment in our people.
Revenue by Type (Fiscal Year 2020)
- We do things right.
- We live inclusion. We put people at the heart of our business.
We make investments in our clients, people and communities, so we can grow together.
Leadership on climate change and social value
In April 2020, we published our first company Climate Action Plan committing to 100% renewable energy for our operations in 20201, net zero carbon for our operations and business travel in 2020, and being carbon negative for our operations and business travel by 2030.
We will achieve net zero carbon in line with global standard PAS 2060:2014.
Our ESG Disclosures Report provides supplementary information regarding our Environmental, Social and Governance (ESG) performance, organized according to the Sustainability Accounting Standards Board (SASB) framework.
1 Jacobs has achieved its 2020 Climate Action Plan commitments: carbon neutral status and 100% renewable electricity.
Our partnership with Simetrica (a U.K.-based organization that specializes in social value measurement and wellbeing analysis) enables us to help clients understand how they can transform local, city and regional decision-making – identifying innovative, inclusive and ethical investments that will drive social change, spread prosperity and meet the growing challenges facing communities.
In collaboration with Simetrica-Jacobs, we released a thought leadership paper titled *Before & Beyond the Build: A blueprint for creating social value through infrastructure investments*.
The paper explores how infrastructure investments can contribute to addressing critical societal issues and how infrastructure could be planned, delivered/built and operated to generate enduring social value at scale and help overcome entrenched social issues in our communities.
Developing our talent … a world where you can
We are building an inclusive and diverse culture to provide a solid foundation for selecting, developing and retaining the best and brightest minds at Jacobs.
Our eight Jacobs Employee Networks (JENs) play a critical role in attracting new talent into our business, helping to shape our recruiting strategies and policies, our science, technology, engineering,
arts and math (STEAM) programs, and our accessibility practices, including our Disability Employment Action Plan.
Our global career program "e3: engage.
excel.
elevate." is our unique approach to ensuring every employee can engage with our global network, excel in their role and elevate their career.
Our Total Rewards Compensation Program, includes our unique Global Career Structure framework, combining career planning and development resources and tools
within a consistent career structure.
We hold our suppliers and business partners to the same standards.
BeyondZero® is our approach to the health, safety and security of our people, the protection of the environment and the resilience of Jacobs.
While our BeyondZero journey started with safety, as we continued to drive our injury rates down, we also expanded our thinking to our broader culture of caring and particularly mental health.
Supporting our communities
From volunteering, employee matching campaigns and other fundraising, to providing wide-ranging technical and logistics support, every day, Jacobs employees around the world make a positive difference for our clients and communities.
As part of our PlanBeyond™ sustainability strategy, the Collectively℠ program (our Global Giving and Volunteering program) governs and centralizes our giving strategy and budget and provides a user-friendly way for employees to donate and volunteer.
The program unites our approximately 55,000 employees to support more than 2 million charities around the globe.
We always stay curious and are not afraid to try new things.
For us, innovation means creating and delivering value — whether it’s new or different ideas, ways of working, services or solutions.
In the past year, we continued pushing our innovative mindset.
We established our Innovation as a Service series of workshops and embraced an innovation portfolio management platform to enable collaboration across internal and external teams, facilitating knowledge sharing and leading commercial practices.
We launched two Jacobs podcasts series, If/When and Inflection Points, and virtual engagement platforms like our Trends & Directions videocasts and In the kNOW webinar series.
Beyond If is our award-winning global innovation program instilling and sustaining our innovation culture.
We act to turn ideas into reality and create outcomes that deliver value for our clients and society at large.
We are committed to our clients by bringing innovative solutions that lead to profitable growth and shared success.
We take on some of the world’s biggest challenges, bringing a different way of thinking to everything we do, challenging the status quo and questioning what others might accept.
These new names better reflect outcome-focused solutions for our customers and the changes have no impact on reported financial statements, line of business leadership or customer relationships.
Central to it is our new tagline: Challenging today.
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Every day, our people step into offices and onto job sites ready for another day's work.
We have more than 1,600 Positive Mental Health Champions trained in how to guide staff who have mental health concerns or crises to the appropriate level of help; support fellow employees; and help us encourage positive mental health throughout the workplace.
We’re also helping to inspire the education and career decisions of future generations.
In the past year, we established five innovation hubs - geospatial science, cybersecurity, automated design, Internet of Things (including 5G and edge computing) and predictive data analytics (including artificial intelligence and machine learning) to fuel more complete, higher-value solutions to address today’s most-pressing issues and the bigger challenges of tomorrow.
But, we’re not stopping there.
In the coming year, we’ll continue engaging in emerging technologies like blockchain, additive construction and quantum computing via other means, so that when those technologies mature, Jacobs is positioned to apply them to our projects to redefine what’s possible.
Beyond If is our global innovation program.
From accelerating the next generation of innovators to the world’s first ultra-low emission zone, from helping communities recover to monitoring water quality to protect public health, we solve for better, never losing sight of our responsibility to each other.
Jacobs launched Conscious Inclusion training for all employees and trained 74% to date.
Additionally, more than 16,500 Jacobs' employees are involved in our eight employee networks as of the end of fiscal 2019.
For us, this means creating a culture of belonging where we all thrive and embracing all perspectives.
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| • | On August 31, 2017, we acquired Blue Canopy, LLC a provider of data analytics, cybersecurity and application development solutions. |
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| • | On January 27, 2017, we acquired Aquenta Consulting Pty Ltd. (“Aquenta”). Aquenta provides integrated consulting services for infrastructure related sectors. |
On August 20, 2019, Jacobs announced the entry into an agreement to acquire John Wood Group's Nuclear consulting, remediation and program management business for an enterprise value of £250 million (approx. $300 million) on a debt-free, cash-free basis.
The transaction is expected to close by the end of fiscal 2020 second quarter.
Attacks by foreign entities and insider threats highlight potential cyber defense vulnerabilities.
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| • | Information Technology Services. Across various business units in CMS, we provide a wide range of software development and enterprise IT solutions. We develop, modify and maintain software solutions and complex systems. This service includes a broad array of lifecycle services, including requirements analysis, design, integration, testing, maintenance, quality assurance and documentation management. Our software activities support all major methodologies, including Agile, DevSecOps and other hybrid methodologies. For our enterprise IT capability, we develop, implement and sustain enterprise information technology systems, with a focus on improving mission performance, increasing security and reducing cost for our customers. Solutions typically include IT service management, data center consolidation, network operations, enterprise architecture, mobile computing, cloud computing and migration, software, infrastructure and platform as a service (SaaS, IaaS and PaaS), and data collection and analytics. |
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An excerpt. Shown here: 40 of 103 rewritten, 40 of 208 added and 40 of 109 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2020 filing and the FY2019 filing.
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Item 3. LEGAL PROCEEDINGS
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The information required by this Item 3 is included in Note [removed: 17] [added: 18] — *Contractual Guarantees, Litigation, Investigations and Insurance* of Notes to Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K and is incorporated herein by reference.
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Cover and table of contents
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[removed: FORM 10-K][added: FORM 10-K]
[removed: SECTION] [added: ☒ ANNUAL REPORT PURSUANT TO SECTION] 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| Delaware | | | | [added: | | | | | | | |] 95-4081636 | [added: | |]
| (State or other jurisdiction of incorporation or organization) | | | | [added: | | | | | | | |] (IRS [removed: Employer identification] [added: Employer identification] number) | [added: | |]
| 1999 Bryan Street | [added: | |] Suite 1200 | [added: | |] Dallas | [added: | |] Texas | [added: | |] 75201 | [added: | |]
| (Address of principal executive offices) | | | | [added: | | | | | | | |] (Zip Code) | [added: | |]
[removed: (214) 583] [added: (214) 583] – 8500
| Title of Each Class | | [added: | | | |] Trading Symbol(s) | [added: | |] Name of Each Exchange on Which Registered | [added: | |]
| Common Stock | [added: | |] $1 par value | [removed: JEC] | [added: | J | | |] New York Stock Exchange | [added: | |]
| Large accelerated filer | | [added: | | | |] ☒ | | [added: | | | |] Accelerated filer | | [added: | | | |] ☐ | [added: | |]
| Non-accelerated filer | | [added: | | | |] ☐ | | [added: | | | |] Smaller reporting company | | [added: | | | |] ☐ | [added: | |]
| Emerging growth company | | [added: | | | |] ☐ | | | | | [added: | | | | | | | | | |]
There were [removed: 132,854,642] [added: 129,623,428] shares of common stock outstanding as of November [removed: 11, 2019.][added: 12, 2020.]
The aggregate market value of the Registrant’s common equity held by non-affiliates was approximately [removed: $10.2] [added: $9.6] billion as of March [removed: 29, 2019,] [added: 27, 2020,] based upon the last reported sales price on the New York Stock Exchange on that date.
Portions of the Registrant’s definitive proxy statement to be issued in connection with its [removed: 2020] [added: 2021] annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.
[removed: Fiscal 2019 Annual] [added: Fiscal 2020 Annual] Report on Form 10-K
| Item | | | | | | [added: | | | | | | | | | | | |] Page No. | [added: | |]
| | | [added: | | | |] Item 1. | | [removed: [Business](#s6495CE56E1C457B6ADA6DA6969C5D011)] | | [added: | | [Business](#ie21d1d9356bf4a909173e7e442187281_13) | | | | | |] Page [removed: [4](#s6495CE56E1C457B6ADA6DA6969C5D011)] [added: [4](#ie21d1d9356bf4a909173e7e442187281_13)] | [added: | |]
| | | [added: | | | |] Item 1A. | | [added: | | | |] [Risk [removed: Factors](#sCFB79ABEA6555EAEB7C5CDC415FF9AB5)] [added: Factors](#ie21d1d9356bf4a909173e7e442187281_16)] | | [added: | | | |] Page [removed: [20](#sCFB79ABEA6555EAEB7C5CDC415FF9AB5)] [added: [28](#ie21d1d9356bf4a909173e7e442187281_16)] | [added: | |]
| | | [added: | | | |] Item 1B. | | [added: | | | |] [Unresolved Staff [removed: Comments](#sB75BC00C37BA5546A8E12D6D721593B8)] [added: Comments](#ie21d1d9356bf4a909173e7e442187281_19)] | | [added: | | | |] Page [removed: [38](#sB75BC00C37BA5546A8E12D6D721593B8)] [added: [52](#ie21d1d9356bf4a909173e7e442187281_19)] | [added: | |]
| | | [added: | | | |] Item 2. | | [removed: [Properties](#sBBD869F209CC59508B7C8A90088102A8)] | | [added: | | [Properties](#ie21d1d9356bf4a909173e7e442187281_22) | | | | | |] Page [removed: [38](#sBBD869F209CC59508B7C8A90088102A8)] [added: [52](#ie21d1d9356bf4a909173e7e442187281_22)] | [added: | |]
| | | [added: | | | |] Item 3. | | [added: | | | |] [Legal [removed: Proceedings](#s2CCF74CD24295D2EB3F518BA9B8880C2)] [added: Proceedings](#ie21d1d9356bf4a909173e7e442187281_25)] | | [added: | | | |] Page [removed: [38](#s2CCF74CD24295D2EB3F518BA9B8880C2)] [added: [52](#ie21d1d9356bf4a909173e7e442187281_25)] | [added: | |]
| | | [added: | | | |] Item 4. | | [added: | | | |] [Mine Safety [removed: Disclosure](#sF7CC22DA9CE1586EBD3B7EF301867312)] [added: Disclosure](#ie21d1d9356bf4a909173e7e442187281_28)] | | [added: | | | |] Page [removed: [39](#sF7CC22DA9CE1586EBD3B7EF301867312)] [added: [52](#ie21d1d9356bf4a909173e7e442187281_28)] | [added: | |]
| | | [added: | | | |] Item 5. | | [added: | | | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sDD356F121BAE53DAAC95BBF219411B9D)] [added: Securities](#ie21d1d9356bf4a909173e7e442187281_34)] | | [added: | | | |] Page [removed: [40](#sDD356F121BAE53DAAC95BBF219411B9D)] [added: [53](#ie21d1d9356bf4a909173e7e442187281_34)] | [added: | |]
| | | [added: | | | |] Item 6. | | [added: | | | |] [Selected Financial [removed: Data](#s9DEB3E9EC26356088F4705746137CB44)] [added: Data](#ie21d1d9356bf4a909173e7e442187281_37)] | | [added: | | | |] Page [removed: [42](#s9DEB3E9EC26356088F4705746137CB44)] [added: [55](#ie21d1d9356bf4a909173e7e442187281_37)] | [added: | |]
| | | [added: | | | |] Item 7. | | [added: | | | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sAADDA4E0185056F38964902FB8AA435F)] [added: Operations](#ie21d1d9356bf4a909173e7e442187281_40)] | | [added: | | | |] Page [removed: [43](#sAADDA4E0185056F38964902FB8AA435F)] [added: [56](#ie21d1d9356bf4a909173e7e442187281_40)] | [added: | |]
| | | [added: | | | |] Item 7A. | | [added: | | | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s8C299C029AAB5F45904634D4FF17C6EB)] [added: Risk](#ie21d1d9356bf4a909173e7e442187281_67)] | | [added: | | | |] Page [removed: [61](#s8C299C029AAB5F45904634D4FF17C6EB)] [added: [76](#ie21d1d9356bf4a909173e7e442187281_67)] | [added: | |]
| | | [added: | | | |] Item 8. | | [added: | | | |] [Financial Statements and Supplementary [removed: Data](#sC39D13D7EEDD5CF48B0C6CE0284D54FA)] [added: Data](#ie21d1d9356bf4a909173e7e442187281_70)] | | [added: | | | |] Page [removed: [62](#sC39D13D7EEDD5CF48B0C6CE0284D54FA)] [added: [77](#ie21d1d9356bf4a909173e7e442187281_70)] | [added: | |]
| | | [added: | | | |] Item 9. | | [added: | | | |] [Changes in and Disagreements With Accountants On Accounting and Financial [removed: Disclosure](#s49D93F24A5E059AC8978672157983E6F)] [added: Disclosure](#ie21d1d9356bf4a909173e7e442187281_73)] | | [added: | | | |] Page [removed: [62](#s49D93F24A5E059AC8978672157983E6F)] [added: [77](#ie21d1d9356bf4a909173e7e442187281_73)] | [added: | |]
| | | [added: | | | |] Item 9A. | | [added: | | | |] [Controls and [removed: Procedures](#s087EFA88640F56E3AB05D4122446FE18)] [added: Procedures](#ie21d1d9356bf4a909173e7e442187281_76)] | | [added: | | | |] Page [removed: [62](#s087EFA88640F56E3AB05D4122446FE18)] [added: [77](#ie21d1d9356bf4a909173e7e442187281_76)] | [added: | |]
| | | [added: | | | |] Item 9B. | | [added: | | | |] [Other [removed: Information](#s47D86727907B555D8F266C0007BCD920)] [added: Information](#ie21d1d9356bf4a909173e7e442187281_79)] | | [added: | | | |] Page [removed: [63](#s47D86727907B555D8F266C0007BCD920)] [added: [78](#ie21d1d9356bf4a909173e7e442187281_79)] | [added: | |]
| [Part [removed: III](#s28C1FAA9C5C553799F0E99BA77F162B9)] [added: III](#ie21d1d9356bf4a909173e7e442187281_82)] | | | | | | | [added: | | | | | | | | | | | | | |]
| | | [added: | | | |] Item 10. | | [added: | | | |] [Directors, Executive Officers and Corporate [removed: Governance](#s8372C14AC96C56C59B217F9698C34C22)] [added: Governance](#ie21d1d9356bf4a909173e7e442187281_85)] | | [added: | | | |] Page [removed: [64](#s8372C14AC96C56C59B217F9698C34C22)] [added: [79](#ie21d1d9356bf4a909173e7e442187281_85)] | [added: | |]
| | | [added: | | | |] Item 11. | | [added: | | | |] [Executive [removed: Compensation](#s70CBE72AE24D5799B21A6FC4186E1CC3)] [added: Compensation](#ie21d1d9356bf4a909173e7e442187281_88)] | | [added: | | | |] Page [removed: [64](#s70CBE72AE24D5799B21A6FC4186E1CC3)] [added: [79](#ie21d1d9356bf4a909173e7e442187281_88)] | [added: | |]
| | | [added: | | | |] Item 12. | | [added: | | | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s438A2A05E244536FB78B18B44B21FDEC)] [added: Matters](#ie21d1d9356bf4a909173e7e442187281_91)] | | [added: | | | |] Page [removed: [64](#s438A2A05E244536FB78B18B44B21FDEC)] [added: [79](#ie21d1d9356bf4a909173e7e442187281_91)] | [added: | |]
| | | [added: | | | |] Item 13. | | [added: | | | |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#sEBFFB100652153DB80125A089FB872A1)] [added: Independence](#ie21d1d9356bf4a909173e7e442187281_94)] | | [added: | | | |] Page [removed: [64](#sEBFFB100652153DB80125A089FB872A1)] [added: [79](#ie21d1d9356bf4a909173e7e442187281_94)] | [added: | |]
| | | [added: | | | |] Item 14. | | [added: | | | |] [Principal Accounting Fees and [removed: Services](#s1A0F418E469E5A1FB4364E07A07226E8)] [added: Services](#ie21d1d9356bf4a909173e7e442187281_97)] | | [added: | | | |] Page [removed: [64](#s1A0F418E469E5A1FB4364E07A07226E8)] [added: [79](#ie21d1d9356bf4a909173e7e442187281_97)] | [added: | |]
| | | [added: | | | |] Item 15. | | [added: | | | |] [Exhibits and Financial Statement [removed: Schedules](#s7672822DAB8C546FA2752248E22CA372)] [added: Schedules](#ie21d1d9356bf4a909173e7e442187281_103)] | | [added: | | | |] Page [removed: [65](#s7672822DAB8C546FA2752248E22CA372)] [added: [80](#ie21d1d9356bf4a909173e7e442187281_103)] | [added: | |]
| | | | | [removed: [Signatures](#s91667D1EF1805779A5BD28DCB24452A8)] | | [added: | | | | | | [Signatures](#ie21d1d9356bf4a909173e7e442187281_106) | | | | | |] Page [removed: [68](#s91667D1EF1805779A5BD28DCB24452A8)] [added: [83](#ie21d1d9356bf4a909173e7e442187281_106)] | [added: | |]
(Mark One)
For the fiscal year ended October 2, 2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File No. 1-7463
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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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| [Part IV](#ie21d1d9356bf4a909173e7e442187281_100) | | | | | | | | | | | | | | | | | | | | |
ANNUAL REPORT PURSUANT TO
For the fiscal year ended September 27, 2019 Commission File No. 1-7463
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Indicate by check-mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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| [Part I](#s088DB00000F95EAF8FF4613C95ECA6EB) | | | | | | |
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| [Part II](#s899F36D80F0F560DA9C25FBFAE633388) | | | | | | |
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| [Part IV](#s9448F5FAC4B15A1B9E7B5792009027B6) | | | | | | |
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Item 1B. UNRESOLVED STAFF COMMENTS
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Item 2. PROPERTIES
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Our properties consist primarily of office space within general, commercial office buildings located in major cities primarily in the following countries: United States; [removed: Armenia;] [added: Azerbaijan;] Australia; Canada; China; [added: Czech Republic;] Egypt; France; Germany; [removed: Greenland;] Hong Kong; India; Indonesia; [added: Iraq;] Ireland; Italy; Kazakhstan; [removed: Korea (Republic of);] Malaysia; The Netherlands; New Zealand; The Philippines; Poland; Qatar; Romania; Saudi Arabia; Singapore; [added: Slovakia; South Africa; South Korea;] Sweden; [removed: Switzerland;] Taiwan (Province of China); Thailand; United Arab [removed: Emirates; United Kingdom] [added: Emirates] and [removed: Vietnam.][added: United Kingdom.]
The total amount of space [removed: used] [added: leased] by us for all of our operations is approximately [removed: 7.1] [added: 7.7] million square feet.
We continue to evaluate our real estate needs in connection with changes in the Company's use of its leased space as a result of the COVID-19 pandemic, and as part of the integration of our prior acquisitions.
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Item 4. MINE SAFETY DISCLOSURE
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None.
Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires domestic mine operators to disclose violations and orders issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the federal Mine Safety and Health Administration.
Under the Mine Act, an independent contractor that performs services or construction of a mine is included within the definition of a mining operator.
Although Jacobs no longer performs services or construction of mines due to the sale of ECR, during the prior periods presented within, the Company did perform such services from time to time prior to the sale of ECR.
We do not act as the owner of any mines.
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K is included in Exhibit 95.
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Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Read the full itemFY2020 item · filed November 24, 2020FY2019 item · filed November 25, 2019
According to the records of our transfer agent, there were [removed: 3,437] [added: 3,182] shareholders of record as of November [removed: 11, 2019.][added: 12, 2020.]
The following table summarizes the activity under [removed: this program] [added: the 2019 Repurchase Authorization] during fiscal [removed: 2019:][added: 2020:]
| [removed: Amount] [added: Amount] Authorized [added: (2019 Repurchase Authorization)] | [removed: Average] [added: | | | | | Average] Price Per Share [removed: (1)] [added: (1)] | | [removed: Shares Repurchased] | | [removed: Total] [added: | | Shares Repurchased | | | | | | Total] Shares [removed: Retired] [added: Retired] | [added: | |]
[removed: | (1) | Includes] [added: (1)Includes] commissions paid and calculated at the average price per [removed: share. |][added: share]
On January 17, 2019, the Company’s Board of Directors authorized [removed: an additional] [added: a] share repurchase program of up to $1.0 billion of the Company’s common stock, to expire on January 16, [removed: 2022.][added: 2022 (the "2019 Repurchase Authorization").]
[removed: On February 19,] [added: During fiscal] 2019, the Company launched accelerated share repurchase programs by advancing [removed: $250] [added: a total of $500] million to two financial institutions in privately negotiated transactions (collectively, the [removed: "First 2019] [added: "2019] ASR [removed: Program").][added: Programs").]
The specific number of shares that the Company repurchased under the [removed: First] 2019 ASR [removed: Program] [added: Programs] was determined based generally on a discount to the volume-weighted average price per share of the Company's common stock during a calculation period [removed: completed] [added: which ended] on June 5, [removed: 2019.][added: 2019 for the first $250 million in repurchases and on December 4, 2019 for the second $250 million in repurchases.]
The [removed: purchase was] [added: purchases were] recorded as [removed: a] share [removed: retirement] [added: retirements] for purposes of calculating earnings per share.
The share repurchase [removed: program does] [added: programs do] not obligate the Company to purchase any shares.
The authorization for the share repurchase [removed: program] [added: programs] may be terminated, increased or decreased by the Company’s Board of Directors in its discretion at any time.
The [removed: timing and] [added: timing,] amount [added: and manner] of share repurchases may depend upon market conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, currency fluctuations, the market price of the Company's common stock, other uses of capital and other factors.
The following graph and table shows the changes over the five-year period ended [removed: September 27, 2019] [added: October 2, 2020] in the value of $100 as of the close of market on [removed: September 30, 2014] [added: October 2, 2015] in (1) the common stock of Jacobs Engineering Group Inc., (2) the Standard & Poor’s 500 Stock [removed: Index, (3) the Dow Jones US Heavy Construction Group] Index [removed: (the "Dow Construction Index")] and [removed: (4)] [added: (3)] the Standard & Poor's 1500 IT Consulting & Other Services Index.
[removed: ][added: ]
| | [removed: 2014] | | [removed: |] 2015 | | | [added: | | |] 2016 | | | [added: | | |] 2017 | | | [added: | | |] 2018 | | | [added: | | |] 2019 | | [added: | | | | 2020 | | |]
Our common stock is listed on the New York Stock Exchange under the ticker symbol "J".
Dividend Policy
Our Board of Directors initiated a quarterly cash dividend program in fiscal 2017 under which we have paid, and intend to continue paying, regular quarterly dividends.
The declaration, amount and timing of such dividends are subject to capital availability and determinations by our Board of Directors that cash dividends are in the best interest of our stockholders and are in compliance with all respective laws and applicable agreements.
Our ability to pay dividends will depend upon, among other factors, our cash balances and potential future capital requirements for strategic transactions, including acquisitions, debt service requirements, results of operations, financial condition and other factors that our Board of Directors may deem relevant.
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| $1,000,000,000 | | | | | | $81.68 | | | | | | 4,129,003 | | | | | | 4,129,003 | | |
As a precautionary measure in light of the COVID-19 pandemic, the Company temporarily suspended purchases under the share repurchase plan in March 2020, with such suspension remaining in effect through the fiscal third quarter of 2020.
During the fourth fiscal quarter of 2020, the Company resumed share repurchases on a limited basis.
As of October 2, 2020, the Company has $57.9 million remaining under the 2019 Repurchase Authorization.
On January 16, 2020, the Company’s Board of Directors authorized an additional share repurchase program of up to $1.0 billion of the Company’s common stock, to expire on January 15, 2023 (the "2020 Repurchase Authorization").
There have been no repurchases under the 2020 Repurchase Authorization as of October 2, 2020.
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| Jacobs Engineering Group Inc. | | | 100.00 | | | | | | 138.18 | | | | | | 156.97 | | | | | | 208.45 | | | | | | 251.00 | | | | | | 256.72 | | |
| S&P 500 | | | 100.00 | | | | | | 115.43 | | | | | | 136.91 | | | | | | 161.43 | | | | | | 168.30 | | | | | | 193.80 | | |
| S&P 1500 IT Consulting & Other Services | | | 100.00 | | | | | | 114.30 | | | | | | 125.05 | | | | | | 146.93 | | | | | | 142.84 | | | | | | 146.88 | | |
Jacobs’ common stock is listed on the NYSE and trades under the symbol JEC.
Beginning on December 10, 2019 Jacobs' common stock will trade on the NYSE under the symbol J.
We provided to the NYSE, without qualification, the required annual certification of our Chief Executive Officer regarding compliance with the NYSE’s corporate governance listing standards.
The following table sets forth the low and high sales prices of a share of our common stock during each of the fiscal quarters presented, based on the NYSE Composite Price History:
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| | | Low Sales Price | | | | High Sales Price | | |
| Fiscal 2019: | | | | | | | | |
| First quarter | | $ | 55.24 | | | $ | 80.92 | |
| Second quarter | | $ | 57.30 | | | $ | 75.19 | |
| Third quarter | | $ | 73.87 | | | $ | 84.39 | |
| Fourth quarter | | $ | 79.67 | | | $ | 93.55 | |
| Fiscal 2018: | | | | | | | | |
| First quarter | | $ | 57.21 | | | $ | 69.35 | |
| Second quarter | | $ | 55.42 | | | $ | 72.18 | |
| Third quarter | | $ | 55.21 | | | $ | 66.72 | |
| Fourth quarter | | $ | 62.79 | | | $ | 77.91 | |
On July 23, 2015, the Board of Directors approved a program to repurchase up to $500.0 million of the Company’s common stock, to expire on July 31, 2018.
On July 19, 2018, the Company's Board of Directors authorized the continuation of this share repurchase program for an additional three years, to expire on July 31, 2021.
As of September 27, 2019, no authorized amounts remain outstanding under this program.
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| $500,000,000 | $61.74 | | 4,005,007 | | 4,005,007 |
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On August 21, 2019, the Company launched a second accelerated share repurchase program by advancing $250 million to a financial institution in a privately negotiated transaction (the "Second 2019 ASR Program").
The specific number of shares that the Company ultimately will repurchase under the Second 2019 ASR Program will be determined based generally on a discount to the volume-weighted average price per share of the Company's common
stock during a calculation period to be completed no later than December 2019.
The purchase will be recorded as a share retirement for purposes of calculating earnings per share.
Subsequent to the launch of the First 2019 ASR Program, the Second 2019 ASR Program and other share repurchases, the Company has $393.7 million remaining under its $1.0 billion share repurchase authorization.
The following table summarizes the activity under this program during fiscal 2019:
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| Amount Authorized | Average Price Per Share (1) | | Shares Repurchased | | Total Shares Retired |
| $1,000,000,000 | $86.43 | | 7,014,633 | | 7,014,633 |
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An excerpt. Shown here: all 14 rewritten, all 18 added and 40 of 69 removed. The counts are complete. For every sentence, read Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES in the FY2020 filing and the FY2019 filing.
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Item 6. SELECTED FINANCIAL DATA
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As a result of the ECR sale, substantially all ECR-related assets and liabilities [removed: have been] [added: were] sold (the "Disposal Group").
We determined that the Disposal Group should be reported as discontinued operations in accordance with ASC 210-05, *Discontinued Operations* because their disposal [removed: represents] [added: represented] a strategic shift that had a major effect on our operations and financial results.
As such, the financial results of the ECR business are reflected in our Consolidated Statements of Earnings as discontinued operations for all periods [removed: presented, except for fiscal 2015.][added: presented.]
Further, [removed: as of] [added: for] the year ended September 27, 2019, a portion of the ECR business [removed: remains] [added: remained] held by Jacobs and [removed: continues to be] [added: was] classified as held for sale as of fiscal year 2019 in accordance with U.S. GAAP.
For further discussion see Note [removed: 7-] [added: 15-] *Sale of Energy, Chemicals and Resources ("ECR") Business* to the consolidated financial statements.
| | [removed: 2019] [added: | | 2020] (a) | | | | [removed: 2018] [added: | | 2019] (b) | | | | [removed: 2017] [added: | | 2018] (c) | | | | [removed: 2016] [added: | | 2017] (d) | | | | [removed: 2015] [added: | | 2016] (e) | | |
| Results of Operations: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Revenues | [added: | |] $ | [removed: 12,737,868] [added: 13,566,975] | | | [added: | |] $ | [removed: 10,579,773] [added: 12,737,868] | | | [added: | |] $ | [removed: 6,330,126] [added: 10,579,773] | | | [added: | |] $ | [removed: 6,257,478] [added: 6,330,126] | | | [added: | |] $ | [removed: 12,114,832] [added: 6,257,478] | |
| Net Earnings (Loss) Attributable to Jacobs from Continuing Operations | [added: | |] $ | [removed: 290,960] [added: 353,861] | | | [added: | |] $ | [removed: (4,185] [added: 290,960] | [removed: )] | | [added: | |] $ | [removed: 170,167] [added: (4,185)] | | | [added: | |] $ | [removed: 159,998] [added: 170,167] | | | [added: | |] $ | [removed: 302,971] [added: 159,998] | |
| Financial Position: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Current ratio | [removed: 1.34] [added: | | 1.54] to 1 | | | | [removed: 1.45] [added: | | 1.34] to 1 | | | | [removed: 1.56] [added: | | 1.45] to 1 | | | | [removed: 1.61] [added: | | 1.56] to 1 | | | | [removed: 1.58] [added: | | 1.61] to 1 | | |
| Working capital | [added: | |] $ | [removed: 1,038,062] [added: 1,598,002] | | | [added: | |] $ | [removed: 1,410,891] [added: 1,038,062] | | | [added: | |] $ | [removed: 1,069,953] [added: 1,410,891] | | | [added: | |] $ | [removed: 1,081,784] [added: 1,069,953] | | | [added: | |] $ | [removed: 1,141,512] [added: 1,081,784] | |
| Current assets | [added: | |] $ | [removed: 4,111,768] [added: 4,539,599] | | | [added: | |] $ | [removed: 4,556,584] [added: 4,111,768] | | | [added: | |] $ | [removed: 2,996,180] [added: 4,556,584] | | | [added: | |] $ | [removed: 2,864,470] [added: 2,996,180] | | | [added: | |] $ | [removed: 3,122,678] [added: 2,864,470] | |
| Total assets | [added: | |] $ | [removed: 11,462,711] [added: 12,354,353] | | | [added: | |] $ | [removed: 12,645,795] [added: 11,462,711] | | | [added: | |] $ | [removed: 7,380,859] [added: 12,645,795] | | | [added: | |] $ | [removed: 7,360,022] [added: 7,380,859] | | | [added: | |] $ | [removed: 7,785,926] [added: 7,360,022] | |
| Cash | [added: | |] $ | [removed: 631,068] [added: 862,424] | | | [added: | |] $ | [removed: 634,870] [added: 631,068] | | | [added: | |] $ | [removed: 607,821] [added: 634,870] | | | [added: | |] $ | [removed: 507,169] [added: 607,821] | | | [added: | |] $ | [removed: 460,859] [added: 507,169] | |
| Long-term debt | [added: | |] $ | [removed: 1,201,245] [added: 1,676,941] | | | [added: | |] $ | [removed: 2,144,167] [added: 1,201,245] | | | [added: | |] $ | [removed: 235,000] [added: 2,144,167] | | | [added: | |] $ | [removed: 385,330] [added: 235,000] | | | [added: | |] $ | [removed: 584,434] [added: 385,330] | |
| Total Jacobs stockholders’ equity | [added: | |] $ | [removed: 5,714,691] [added: 5,815,712] | | | [added: | |] $ | [removed: 5,854,345] [added: 5,714,691] | | | [added: | |] $ | [removed: 4,428,352] [added: 5,854,345] | | | [added: | |] $ | [removed: 4,265,276] [added: 4,428,352] | | | [added: | |] $ | [removed: 4,291,745] [added: 4,265,276] | |
| Backlog: | [added: | |] $ | [removed: 22,569] [added: 23,818] | | | [added: | |] $ | [removed: 19,955] [added: 22,569] | | | [added: | |] $ | [removed: 13,147] [added: 19,955] | | | [added: | |] $ | [removed: 11,535] [added: 13,147] | | | [added: | |] $ | [removed: 18,807] [added: 11,535] | |
| Per Share Information: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Basic Net Earnings (Loss) from Continuing Operations Per Share | [added: | |] $ | [removed: 2.11] [added: 2.69] | | | [added: | |] $ | [removed: (0.03] [added: 2.11] | [removed: )] | | [added: | |] $ | [removed: 1.41] [added: (0.03)] | | | [added: | |] $ | [removed: 1.33] [added: 1.41] | | | [added: | |] $ | [removed: 2.42] [added: 1.33] | |
| Diluted Net Earnings (Loss) from Continuing Operations Per Share | [added: | |] $ | [removed: 2.09] [added: 2.67] | | | [added: | |] $ | [removed: (0.03] [added: 2.09] | [removed: )] | | [added: | |] $ | [removed: 1.40] [added: (0.03)] | | | [added: | |] $ | [removed: 1.32] [added: 1.40] | | | [added: | |] $ | [removed: 2.40] [added: 1.32] | |
| Stockholders’ equity | [added: | |] $ | [removed: 41.05] [added: 43.82] | | | [added: | |] $ | [removed: 42.21] [added: 41.05] | | | [added: | |] $ | [removed: 36.78] [added: 42.21] | | | [added: | |] $ | [removed: 35.26] [added: 36.78] | | | [added: | |] $ | [removed: 34.85] [added: 35.26] | |
| Average Number of Shares of Common Stock and Common Stock Equivalents Outstanding (Diluted) | [added: | | 132,721 | | | | | |] 139,206 | | | | [added: | |] 137,536 | | | | [removed: 120,147] | | [added: 120,147] | | [removed: 121,483] | | | | [removed: 126,110] [added: 121,483] | | |
| Common Shares Outstanding At Year End | [added: | | 129,748 | | | | | |] 132,879 | | | | [added: | |] 142,218 | | | | [removed: 120,386] | | [added: 120,386] | | [removed: 120,951] | | | | [removed: 123,153] [added: 120,951] | | |
| Cash Dividends Declared Per Common Share | [added: | |] $ | [removed: 0.68] [added: 0.76] | | | [added: | |] $ | [removed: 0.60] [added: 0.68] | | | [added: | |] $ | 0.60 | | | [added: | |] $ | [removed: —] [added: 0.60] | | | [added: | |] $ | — | |
[removed: | (a) | Includes costs of $243.7 million, or $1.75 per diluted share from continuing operations, related to the Company's restructuring and other initiatives during fiscal 2019. Includes after-tax CH2M transaction costs and adjustments of $2.4 million, after-tax transaction costs associated with the acquisition of KeyW of $9.8 million and after-tax transaction costs associated with the acquisition of John Wood Group's Nuclear Business of $3.9 million, for a total of $0.12 per diluted share from continuing operations.] Also includes amortization of intangible assets of $59.0 million, or $0.42 per diluted share from continuing [removed: operations] [added: operations,] and $48.1 [removed: million] [added: million,] or $0.34 per diluted share from continuing operations in fair value adjustments partly offset by dividend income related to our investment in Worley stock and certain foreign currency revaluations relating to ECR sale proceeds [removed: |]
[removed: | (b) | Includes costs of $112.8 million, or $0.81 per diluted share from continuing operations, related to the Company's restructuring and other initiatives during fiscal 2018.] Also included in fiscal 2018 are after-tax charges of $60.7 million, or $0.44 per diluted share, in professional fees and related costs associated with the CH2M acquisition and pending ECR sale, $259.2 million, or $1.86 per diluted share from continuing operations, in charges related to tax reform and amortization of intangible assets of $51.5 million, or $0.37 per diluted share from continuing operations [removed: |]
[removed: | (c) | Includes costs of $65.0 million, or $0.54 per diluted share from continuing operations, related to the Company's restructuring and other initiatives during fiscal 2017.] Also included in the fourth quarter of fiscal 2017 are after-tax charges of $10.6 million, or $0.09 per diluted share from continuing operations, respectively, in professional fees and related costs associated with the CH2M acquisition. [removed: Also includes amortization of intangible assets of $33.5 million, or $0.28 per diluted share from continuing operations |]
[removed: | (d) | Includes costs of $75.2 million, or $0.62 per diluted share from continuing operations, related to the Company's restructuring initiatives during fiscal 2016.] Also included in the fourth quarter of fiscal 2016 are (i) a loss on sale of our French subsidiary of $17.1 million or $0.14 per diluted share from continuing operations; and (ii) a non-cash write-off on an equity investment of $10.4 million or $0.09 per diluted share from continuing operations. [removed: Also includes amortization of intangible assets of $47.6 million, or $0.28 per diluted share from continuing operations |]
[removed: | (e) | Includes] [added: (e)Includes after-tax] costs of [removed: $107.9] [added: $75.2] million, or [removed: $0.86] [added: $0.62] per diluted [removed: share,] [added: share from continuing operations,] related to the Company's restructuring initiatives during fiscal [removed: 2015. Also includes amortization of intangible assets of $49.4 million, or $0.27 per diluted share from continuing operations |][added: 2016.]
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| Return on average equity | | | 6.14% | | | | | | 5.03% | | | | | | (0.08)% | | | | | | 3.91% | | | | | | 3.74% | | |
(a)Includes after-tax costs of $248.2 million, or $1.87 per diluted share from continuing operations, related to the Company's restructuring, transactions, and other initiatives during fiscal 2020.
Also includes amortization of intangible assets of $68.3 million, or $0.51 per diluted share from continuing operations, and $56.9 million, or $0.43 per diluted share from continuing operations in fair value adjustments partly offset by dividend income related to our investment in Worley stock and certain foreign currency revaluations relating to ECR sale proceeds
(b)Includes after-tax costs of $259.8 million, or $1.87 per diluted share from continuing operations, related to the Company's restructuring, transactions, and other initiatives during fiscal 2019.
(c)Includes after-tax costs of $112.8 million, or $0.81 per diluted share from continuing operations, related to the Company's restructuring and other initiatives during fiscal 2018.
(d)Includes after-tax costs of $65.0 million, or $0.54 per diluted share from continuing operations, related to the Company's restructuring and other initiatives during fiscal 2017.
Also includes amortization of intangible assets of $33.5 million, or $0.28 per diluted share from continuing operations
Also includes amortization of intangible assets of $47.6 million, or $0.28 per diluted share from continuing operations.
The ECR business is not presented as discontinued operations for fiscal 2015 because such information is not available without unreasonable effort or expense on a basis that is consistent with the selected financial information for the years presented.
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| Return on average equity | 5.03 | | % | | (0.08 | | )% | | 3.91 | | % | | 3.74 | | % | | 6.92 | | % |
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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Item 9A. CONTROLS AND PROCEDURES
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The Company’s management, with the participation of its [added: Chair and] Chief Executive Officer [added: (principal executive officer)] and Chief Financial [removed: Officer,] [added: Officer (principal financial officer),] evaluated the effectiveness of the Company’s disclosure controls and procedures as defined by Rule 13a-15(e) of the [removed: Securities] Exchange Act [removed: of 1934,] as [removed: amended (the “Exchange Act”) as] of [removed: September 27, 2019,] [added: October 2, 2020,] the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”).
Based on that evaluation, the [added: Company’s management, with the participation of the] Chief Executive Officer [added: (principal executive officer)] and Chief Financial Officer [removed: have] [added: (principal financial officer)] concluded that the Company’s disclosure controls and procedures [removed: (as defined in Rule 13a-15(e) under the Exchange Act) were functioning effectively] as of the Evaluation Date [added: were effective] to [removed: provide reasonable assurance] [added: ensure] that [removed: the] information required to be disclosed by the Company in [added: the] reports [removed: filed] [added: that it files] or [removed: submitted] [added: submits] under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the [added: Company’s Chair and] Chief Executive Officer [added: (principal executive officer)] and Chief Financial [removed: Officer,] [added: Officer (principal financial officer),] as appropriate to allow timely decisions regarding required disclosure.
Management, with the participation of its [added: Chair and] Chief Executive Officer [added: (principal executive officer)] and Chief Financial [removed: Officer,] [added: Officer (principal financial officer),] has assessed the effectiveness of the Company’s internal control over financial reporting as of the Evaluation Date based on the framework established in *“Internal Control—Integrated Framework,”* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
The Company's independent registered public accounting firm, Ernst & Young LLP, that audited the Company's consolidated financial statements included in this Annual Report on Form 10-K, also audited the effectiveness of our internal control over financial reporting as of [removed: September 27, 2019,] [added: October 2, 2020,] as stated in their report included in this Annual Report on Form 10-K.
[removed: Other than the changes resulting from the remediation activities described above, there] [added: There] were no changes in the Company’s internal control over financial reporting during the Company’s fiscal quarter ended [removed: September 27, 2019] [added: October 2, 2020] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chair and Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure.
As permitted by SEC guidance for newly acquired businesses, management’s assessment of the Company’s disclosure controls and procedures did not include an assessment of those disclosure controls and procedures of KeyW that are subsumed by internal control over financial reporting.
KeyW accounted for approximately 9% of total assets as of September 27, 2019, and 1% of revenues for the fiscal year ended on September 27, 2019.
As permitted by SEC guidance for newly acquired businesses, management’s assessment of the Company’s internal control over financial reporting did not include an assessment of internal control over financial reporting of KeyW.
KeyW accounted for approximately 9% of total assets as of September 27, 2019, and 1% of revenues for the fiscal year ended on September 27, 2019.
Remediation of Previously Identified Material Weakness
In the Company's fiscal 2018 Form 10-K, management previously identified the following material weakness as of September 28, 2018: A material weakness related to internal control deficiencies over the accounting for income taxes in connection with a business combination, specifically related to the ineffective design and operating effectiveness of controls over the completeness and accuracy of deferred taxes and the evaluation of the recoverability of deferred taxes associated with the CH2M acquisition.
The material weakness did not result in any material misstatements to the Company’s previously issued financial statements, nor in the financial statements included in this Form 10-K.
The Company's management is committed to maintaining a strong internal control environment.
In response to the identified material weakness, management, with the oversight of the Audit Committee of the Board of Directors, took comprehensive actions to remediate the material weakness in internal control over financial reporting, including implementing additional specific enhanced control procedures for the review, analysis and reporting of its deferred income tax accounts, including control procedures relating to the recoverability of deferred taxes associated with acquired businesses in a business combination.
The Company has successfully completed the remediation efforts with the completion of the KeyW acquisition.
The remediation efforts both addressed the identified material weakness and also enhanced our overall financial control environment.
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Item 9B. OTHER INFORMATION
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Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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The information required by Paragraph (a), and Paragraphs (c) through (g) of Item 401 of Regulation S-K (except for information required by Paragraph (e) of that Item to the extent the required information pertains to our executive officers) and Item 405 of Regulation S-K is set forth under the captions “Members of the Board of Directors,” “Corporate Governance” and [removed: “Section] [added: “Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance”] [added: Reports”] in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year and is incorporated herein by reference.
The information required by Paragraph (b) of Item 401 of Regulation S-K, as well as the information required by Paragraph (e) of that Item to the extent the required information pertains to our executive officers, is set forth in Part I, Item 1 of this Annual Report on Form 10-K under the heading [removed: “Executive Officers of the Registrant.”][added: “Information About Our Executive Officers.”]
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Item 11. EXECUTIVE COMPENSATION
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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
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Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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[removed: | (1) | The] [added: (1)The] Company’s Consolidated Financial Statements at [added: October 2, 2020 and] September 27, 2019 and [removed: September 28, 2018 and] for each of the three years in the period ended [removed: September 27, 2019,] [added: October 2, 2020,] and the notes thereto, together with the report of the independent auditors on those Consolidated Financial Statements are hereby filed as part of this report, beginning on page F-1. [removed: |]
[removed: | (2) | Financial] [added: (2)Financial] statement schedules – no financial statement schedules are presented as the required information is either not applicable, or is included in the consolidated financial statements or notes thereto. [removed: |]
[removed: | (3) | See] [added: (3)See] Exhibit Index below. [removed: |]
| 2.1 | | | [added: | | |] [Agreement and Plan of Merger among The KeyW Holding Corporation, Jacobs Engineering Group Inc. and Atom Acquisition Sub, Inc., dated April 21, 2019. Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K on April 22, 2019 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000114036119007384/ex2_1.htm) | [added: | |]
| 2.2 | | | [added: | | |] [Amended and Restated Stock and Asset Purchase Agreement, dated as of April 26, 2019, by and between Jacobs Engineering Group Inc. and WorleyParsons Limited. Filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K on April 29, 2019 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000114036119007768/nc10001302x1_ex2-1.htm) | [added: | |]
| 3.1 | | | [added: | | |] [Amended and Restated Certificate of Incorporation of Jacobs Engineering Group Inc. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K on January 28, 2014 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000013/amendedcertificateofincorp.htm) | [added: | |]
| 3.2 | | | [added: | | |] [Amended and Restated Bylaws of Jacobs Engineering Group Inc., [removed: dated December 18, 2017. Filed] [added: dated](http://www.sec.gov/Archives/edgar/data/52988/000005298820000057/exhibit31-arbylaws.htm) [](http://www.sec.gov/Archives/edgar/data/52988/000005298820000057/exhibit31-arbylaws.htm)[as of October 5, 2020](http://www.sec.gov/Archives/edgar/data/52988/000005298820000057/exhibit31-arbylaws.htm)[. Fil](http://www.sec.gov/Archives/edgar/data/52988/000005298820000057/exhibit31-arbylaws.htm)[ed] as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K [removed: on December] [added: on](http://www.sec.gov/Archives/edgar/data/52988/000005298820000057/exhibit31-arbylaws.htm) [September] 18, [removed: 2017 and] [added: 2020](http://www.sec.gov/Archives/edgar/data/52988/000005298820000057/exhibit31-arbylaws.htm) [and] incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517371178/d434201dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298820000057/exhibit31-arbylaws.htm)] | [added: | |]
| 10.1 | | | [added: | | |] [Second Amended and Restated Credit Agreement, dated March 27, 2019, by and among Jacobs Engineering Group Inc., certain of its subsidiaries party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on March 28, 2019 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000014/secondarcreditagreement.htm) | [added: | |]
| 10.2 | | | [added: | | |] [Credit Agreement, dated as of September 28, 2017, among Jacobs Engineering Group Inc. and the lenders thereto, and BNP Paribas, as administrative agent. Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on September 29, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517298047/d452327dex102.htm) | [added: | |]
| 10.3 | | | [added: | | |] [First Amendment to Credit Agreement, dated as of November 30, 2018, among Jacobs Engineering Group Inc., the lenders party thereto and BNP Paribas, as administrative agent. Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on December 4, 2018 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298818000038/jec8-kexhibit102amdmt1.htm) | [added: | |]
| 10.4 | | | [added: | | |] [Note Purchase Agreement, dated March 12, 2018, by and between Jacobs Engineering Group Inc. and the Purchasers identified therein. Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K on March 13, 2018, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312518080027/d499440dex41.htm) | [added: | |]
| 10.5 | | | [added: | | |] [First Amendment to the Note Purchase Agreement, dated May 11, 2018, by and among Jacobs Engineering Group Inc. and the Purchasers identified therein. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on May 15, 2018 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298818000014/jec8kexhibitfirstamendment.htm) | [added: | |]
| [removed: 10.6#] [added: 10.7#] | | | [added: | | |] [Offer Letter by and between Jacobs Engineering Group Inc. and Steven J. Demetriou, dated July 10, 2015. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on July 16, 2015 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000113/a101offerletterceojuly1020.htm) | [added: | |]
| [removed: 10.7#] [added: 10.8#] | | | [added: | | |] [Offer Letter by and between Jacobs Engineering Group Inc. and Kevin C. Berryman, effective November 12, 2014. Filed as Exhibit 99.1 to Amendment No. 1 to the Registrant’s Current Report on Form 8-K/A on November 17, 2014 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000166/exhibit991offerletter-kevi.htm) | [added: | |]
| [removed: 10.8#] [added: 10.9#] | | | [added: | | |] [Offer letter by and between Jacobs Engineering Group Inc. and Robert V. Pragada, dated January 28, 2016. Filed as Exhibit 10.61 to the Registrant’s fiscal 2016 Annual Report on Form 10-K and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459016029571/jec-ex1061_413.htm) | [added: | |]
| [removed: 10.9#] [added: 10.10#] | | | [added: | | |] [Offer letter by and between Jacobs Engineering Group Inc. and Michael Tyler dated May 28, 2013. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2013 and incorporated herein by reference](http://www.sec.gov/Archives/edgar/data/52988/000005298813000113/tyleremploymentagreementex.htm) | [added: | |]
| [removed: 10.10#] [added: 10.11#] | | | [added: | | |] [Offer letter by and between Jacobs Engineering Group Inc. and William Benton Allen, Jr. dated October 4, 2016. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on October 14, 2016 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312516738720/d272332dex101.htm) | [added: | |]
| [removed: 10.11#] [added: 10.12#] | | | [added: | | |] [Offer Letter by and between Jacobs Engineering Group Inc. and Dawne Hickton, effective June 3, 2019. Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 10-Q on August 5, 2019 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000053/a102hicktonofferletter.htm) | [added: | |]
| [removed: 10.12#] [added: 10.13#] | | | [added: | | |] [Retirement Transition Agreement by and between Jacobs Engineering Group Inc. and Terence Hagen, dated as of June 6, 2019. Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 10-Q on August 5, 2019 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000053/a103hagenretirementagr.htm) | [added: | |]
| [removed: 10.13#] [added: 10.36] | | | [removed: [Retirement Transition Agreement] [added: | | | [Transition Services Agreement, dated as of April 26, 2019,] by and between Jacobs Engineering Group Inc. and [removed: Gary Mandel, dated November 20, 2018.] [added: WorleyParsons Limited.] Filed as Exhibit [removed: 10.17] [added: 10.1] to the [removed: Registrant’s Annual] [added: Registrant's Current] Report on Form [removed: 10-K for the fiscal year 2019 filed] [added: 8-K] on [removed: November 21,] [added: April 29,] 2019 and incorporated herein by [removed: reference](http://www.sec.gov/Archives/edgar/data/52988/000005298818000036/exhibit1017finalmandel.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000114036119007768/nc10001302x1_ex10-1.htm)] | [added: | |]
| [removed: 10.17#] [added: 10.35#] | | | [removed: [First Amendment to Retirement Transition] [added: | | | [Form of Restricted Stock Unit] Agreement [removed: by and between] [added: (Time-Based Vesting) (awarded pursuant to the] Jacobs Engineering Group Inc. [removed: and Gary Mandel, dated April 25, 2019.] [added: 1999 Stock Incentive Plan).] Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the [removed: second] [added: first] quarter of fiscal [removed: 2019 filed on May 7, 2019] [added: 2020] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000031/exhibit103firstamendmentma.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit103-formofrsuag.htm)] | [added: | |]
| [removed: 10.18#] [added: 10.14#] | | | [added: | | |] [Form of Indemnification Agreement entered into between Jacobs Engineering Group Inc. and certain of its officers and directors. Filed as Exhibit10.1 to the Registrant's Quarterly Report on Form 10-Q for the third quarter of fiscal 2012 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298812000065/jec-6292012xexx101.htm) | [added: | |]
| [removed: 10.19#] [added: 10.15#] | | | [added: | | |] [Jacobs Engineering Group Inc. 1989 Employee Stock Purchase Plan (as amended and restated on January 19, 2017). Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on January 24, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517016778/d332588dex101.htm) | [added: | |]
| [removed: 10.20#] [added: 10.16#] | | | [added: | | |] [Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan (as amended and restated on January 19, 2017). Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on January 24, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517016778/d332588dex102.htm) | [added: | |]
| [removed: 10.21#] [added: 10.17#] | | | [added: | | |] [Jacobs Engineering Group Inc. Executive Deferral Plan, effective January 1, 2018. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on October 2, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517301111/d458763dex101.htm) | [added: | |]
| [removed: 10.22#] [added: 10.18#] | | | [added: | | |] [Jacobs Engineering Group Inc. Directors Deferral Plan, effective January 1, 2018. Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on October 2, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000119312517301111/d458763dex102.htm) | [added: | |]
| [removed: 10.23#] [added: 10.19#] | | | [added: | | |] [Jacobs Engineering Group Inc. [removed: Management] [added: 1999 Stock] Incentive Plan, as amended and [removed: restated] [added: restated,] effective [removed: November 19, 2015.] [added: January 18, 2018.] Filed as [removed: an exhibit] [added: Exhibit 10.10] to the [removed: Registrant’s fiscal 2015 Annual] [added: Registrant's Quarterly] Report on Form [removed: 10-K] [added: 10-Q for the first quarter of fiscal 2018] and incorporated herein by [removed: reference](http://www.sec.gov/Archives/edgar/data/52988/000005298815000155/ex10432015form10-kfinalman.htm).] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex1010_108.htm)] | [added: | |]
| [removed: 10.24#] [added: 10.20#] | | | [added: | | |] [Jacobs Engineering Group Inc. 1999 [added: Outside Director] Stock [removed: Incentive] Plan, as amended and [removed: restated, effective January 18, 2018.] [added: restated.] Filed as Exhibit [removed: 10.10] [added: 10.11] to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex1010_108.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex1011_109.htm)] | [added: | |]
| [removed: 10.25#] [added: 10.32#] | | | [removed: [Jacobs] [added: | | | [Form of Restricted Stock Unit Agreement (awarded pursuant to the Jacobs] Engineering [removed: Group] [added: Group,] Inc. 1999 Outside Director Stock [removed: Plan, as amended and restated.] [added: Plan).] Filed as Exhibit [removed: 10.11] [added: 10.7] to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex1011_109.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex107_112.htm)] | [added: | |]
| [removed: 10.26#] [added: 10.21#] | | | [added: | | |] [Jacobs Engineering Group Inc. Executive Severance Plan, effective May 2, 2018. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on May 4, 2018 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298818000007/a101severanceplan.htm) | [added: | |]
| [removed: 10.27#] [added: 10.22#] | | | [added: | | |] [Form of Restricted Stock Unit Agreement (with dividend equivalent rights) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.39 to the Registrant's fiscal 2017 Annual Report on Form 10-K and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459017024192/jec-ex1039_515.htm) | [added: | |]
| [removed: 10.28#] [added: 10.23#] | | | [added: | | |] [Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share Growth – 2017 Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.45 to the Registrant's fiscal 2017 Annual Report on Form 10-K and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459017024192/jec-ex1045_516.htm) | [added: | |]
| [removed: 10.29#] [added: 10.24#] | | | [added: | | |] [Form of Restricted Stock Unit Agreement (Performance Shares – ROIC – 2017 Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.46 to the Registrant's fiscal 2017 Annual Report on Form 10-K and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459017024192/jec-ex1046_517.htm) | [added: | |]
| [removed: 10.30#] [added: 10.25#] | | | [added: | | |] [Form of Restricted Stock Unit Agreement (Cash Settled Non-US Employees) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.48 to the Registrant’s fiscal 2015 Annual Report on Form 10-K and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298815000155/ex10482015form10-krsucasha.htm) | [added: | |]
| [removed: 10.31#] [added: 10.26#] | | | [added: | | |] [Form of Restricted Stock Unit Award Agreement (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Outside Directors Stock Plan). Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459017009666/jec-ex103_104.htm) | [added: | |]
| [removed: 10.32#] [added: 10.27#] | | | [added: | | |] [Form of Restricted Stock Unit Agreement (Performance Shares - Earnings Per Share Growth - 2018 Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex104_115.htm) | [added: | |]
| [removed: 10.33#] [added: 10.28#] | | | [added: | | |] [Form of Restricted Stock Unit Agreement (Performance Shares - ROIC - 2018 Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex105_114.htm) | [added: | |]
| [removed: 10.34#] [added: 10.29#] | | | [added: | | |] [Form of Restricted Stock Unit Agreement (Performance Shares - Earnings Per Share Growth - 2019 Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 filed February 6, 2019 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit103psuawardeps2019.htm) | [added: | |]
| [removed: 10.35#] [added: 10.30#] | | | [added: | | |] [Form of Restricted Stock Unit Agreement (Performance Shares - ROIC - 2019 Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 filed February 6, 2019 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298819000008/exhibit104psuawardroic2019.htm) | [added: | |]
| [removed: 10.36#] [added: 10.31#] | | | [added: | | |] [Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459018001463/jec-ex106_113.htm) | [added: | |]
| 4.1† | | | | | | [Description of the Registrant’s Securities.](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit41q4fy2020.htm) | | |
| 10.6 | | | | | | [Credit Agreement, dated as of March 25, 2020, among Jacobs Engineering Group Inc. and Jacobs U.K. Limited, as borrowers, the lenders party thereto, Bank of America, N.A. as administrative agent, Bank of America, N.A., BNP Paribas and Wells Fargo Bank, N.A., as co-syndication agents, The Bank of Nova Scotia, HSBC Bank USA, National Association, USA, PNC Bank, National Association, TD Bank, N.A., Truist Bank and U.S. Bank National Association, as co-documentation agents, and BofA Securities, Inc., BNP Paribas Securities Corp. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on March 27, 2020 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000156459020013326/jec-ex101_6.htm) | | |
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| 10.33# | | | | | | [Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share Growth – 2020 Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2020 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000005298820000019/exhibit101-formofpsuag.htm) | | |
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| 10.37# † | | | | | | [Jacobs Engineering Group Inc. Leadership Performance](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm) [Plan, as amended and restated effective November 18, 2020.](https://www.sec.gov/Archives/edgar/data/52988/000005298820000070/exhibit1037q4fy2020.htm) | | |
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| 4.1 | | | [See Sections 5 through 18 of Exhibit 3.1.](http://www.sec.gov/Archives/edgar/data/52988/000005298814000013/amendedcertificateofincorp.htm) |
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| 4.2 | | | [See Article II, Section 3.03 of Article III, Article VI and Sections 8.04 and 8.06 of Article VIII of Exhibit 3.2.](http://www.sec.gov/Archives/edgar/data/52988/000119312517371178/d434201dex31.htm) |
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| 4.3 | | | [See Exhibit 10.4](http://www.sec.gov/Archives/edgar/data/52988/000119312518080027/d499440dex41.htm). |
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| 4.4 | | | [Second Supplemental Indenture, dated as of June 12, 2019, by and between The KeyW Holding Corporation and Wilmington Trust, National Association, as trustee. Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K on June 12, 2019 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/52988/000114036119010907/nc10002532x1_ex4-1.htm) |
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An excerpt. Shown here: 40 of 1,038 rewritten, 40 of 648 added and 40 of 842 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2020 filing and the FY2019 filing.
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