J 10-K Annual Report Sept. 28, 2018 | Alphaminr
JACOBS ENGINEERING GROUP INC /DE/
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J 10-K Fiscal year ended Sept. 28, 2018

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JACOBS ENGINEERING GROUP INC /DE/
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A - Risk FactorsItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosurePart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

2.1 Agreement and Plan of Merger, dated August 1, 2017, by and among Jacobs Engineering Group Inc., CH2M HILL Companies, Ltd. and Basketball Merger Sub Inc.Filed as Exhibit 2.1 to the Registrants Current Report on Form 8-K on August 2, 2017 and incorporated herein by reference. 2.2 Voting and Support Agreement, dated August 1, 2017, by and among Jacobs Engineering Group Inc., Basketball Merger Sub Inc. and AP VIII CH2 Holdings, L.P.Filed as Exhibit 2.2 to the Registrants Current Report on Form 8-K on August 2, 2017 and incorporated herein by reference. 2.3 Stock and Asset Purchase Agreement, dated as of October 21, 2018, by and among Jacobs Engineering Group Inc. and WorleyParsons Limited. Filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K on October 22, 2018 and incorporated herein by reference. 3.1 Amended and Restated Certificate of Incorporation of Jacobs Engineering Group Inc. Filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K on January 28, 2014 and incorporated herein by reference. 3.2 Amended and Restated Bylaws of Jacobs Engineering Group Inc., dated December 18, 2017. Filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K on December 18, 2017 and incorporated herein by reference. 4.1 See Sections 5 through 18 of Exhibit 3.1. 4.2 See Article II, Section 3.03 of Article III, Article VI and Sections 8.04 and 8.06 of Article VIII of Exhibit3.2. 4.3 See Exhibit 10.7. 10.1 Amended and Restated Credit Agreement dated as of February 7, 2014 among Jacobs Engineering Group Inc. and certain of its subsidiaries as borrowers, and the 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 Tokyo-Mitsubishi UFJ, LTD, and TD Bank, N.A. (as Co- Documentation Agents) Merrill Lynch, Pierce, Fenner & Smith Incorporated (as Sole Book Manager) and Merrill Lynch, Pierce,Fenner & Smith Incorporated, BNP Paribas Securities Corp, and Wells Fargo Securities, LLC (as Joint Lead Arrangers). Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K on February 11, 2014 and incorporated herein by reference. 10.2 Amendment No. 1, dated as of March 4, 2015, among Jacobs Engineering Group, Inc. and the lenders thereto, and Bank of America, N.A., as administrative agent, to the Amended and Restated Credit Agreement dated as of February 7, 2014, by and among Jacobs Engineering Group, Inc., the lenders from time to time party thereto and Bank of America, N.A., as administrative agent. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K on March 5, 2015 and incorporated herein by reference. 10.3 Amendment No. 2, dated as of September 28, 2017, among Jacobs Engineering Group Inc. and the lenders thereto, and Bank of America, N.A., as administrative agent, to the Amended and Restated Credit Agreement dated as of February 7, 2014, by and among Jacobs Engineering Group Inc., the lenders from time to time party thereto and Bank of America, N.A., as administrative agent.Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K on September 29, 2017 and incorporated herein by reference. 10.4 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 Registrants Current Report on Form 8-K on September 29, 2017 and incorporated herein by reference. 10.5 Term Loan Commitment Letter, dated August 1, 2017, by and among Jacobs Engineering Group Inc., BNP Paribas, BNP Paribas Securities Corp. and The Bank of Nova Scotia.Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K on August 2, 2017 and incorporated herein by reference. 10.6 Revolver Backstop Commitment Letter, dated August 1, 2017, by and among Jacobs Engineering Group Inc., BNP Paribas, BNP Paribas Securities Corp. and The Bank of Nova Scotia.Filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K on August 2, 2017 and incorporated herein by reference. 10.7 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 Registrants Current Report on Form 8-K on March 13, 2018, and incorporated herein by reference. 10.8 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 Registrants Current Report on Form 8-K on May 15, 2018 and incorporated herein by reference. 10.9# Offer Letter by and between Jacobs Engineering Group Inc. and Steven J. Demetriou, dated July 10, 2015. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K on July 16, 2015 and incorporated herein by reference. 10.10# 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 Registrants Current Report on Form 8-K/A on November 17, 2014 and incorporated herein by reference. 10.11# Offer letter by and between Jacobs Engineering Group Inc. and Robert V. Pragada, dated January 28, 2016. Filed as Exhibit 10.61 to the Registrants fiscal 2016 Annual Report on Form 10-K and incorporated herein by reference. 10.12# Offer letter by and between Jacobs Engineering Group Inc. and Michael Tyler dated May 28, 2013. Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the third quarter of fiscal 2013 and incorporated herein by reference 10.13# 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 Registrants Current Report on Form 8-K on October 14, 2016 and incorporated herein by reference. 10.14# Retirement Agreement by and between Jacobs Engineering Group Inc. and Phillip J. Stassi dated June 1, 2016. Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10- Q for the third quarter of fiscal 2016 and incorporated herein by reference. 10.15# Amended and Restated Separation Agreement by and between Jacobs Engineering Group Inc. and Lori Sundberg, dated July 26, 2017.Filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the third quarter of fiscal 2017 and incorporated herein by reference. 10.16# Amended and Restated Employment Agreement between Jacobs Engineering Group Inc. and Gary Mandel, effective as of December 30, 2017. Filed as Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 and incorporated herein by reference. 10.17# Retirement Transition Agreement by and between Jacobs Engineering Group Inc. and Gary Mandel, dated November 20, 2018. 10.18# 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. 10.19# Jacobs Engineering Group Inc. 401(k) Plus Savings Plan and Trust, as amended and restated April 1, 2003. Filed as Exhibit 10.12 to the Registrants fiscal 2012 Annual Report on Form 10-K and incorporated herein by reference. 10.20# Jacobs Engineering Group Inc. 1989 Employee Stock Purchase Plan (as amended and restated on January 19, 2017).Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K on January 24, 2017 and incorporated herein by reference. 10.21# Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan (as amended and restated on January 19, 2017).Filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K on January 24, 2017 and incorporated herein by reference. 10.22# The Executive Security Program of Jacobs Engineering Group Inc. Filed as Exhibit 10.2 to the Registrants fiscal 2014 Annual Report on Form 10-K and incorporated herein by reference. 10.23# Amendment to the Executive Security Program of Jacobs Engineering Group Inc., dated December 23, 2008. Filed as Exhibit 10.3 to the Registrants fiscal 2014 Annual Report on Form 10-K and incorporated herein by reference. 10.24# Amendment to the Executive Security Program of Jacobs Engineering Group Inc., dated May 31, 2009. Filed as Exhibit 10.4 to the Registrants fiscal 2014 Annual Report on Form 10-K and incorporated herein by reference. 10.25# Jacobs Engineering Group Inc. 1991 Executive Deferral Plan, effective June 1, 1991. Filed as Exhibit 10.5 to the Registrants fiscal 2012 Annual Report on Form 10-K and incorporated herein by reference. 10.26# Jacobs Engineering Group Inc. 1993 Executive Deferral Plan, effective December 1, 1993. Filed as Exhibit 10.6 to the Registrants fiscal 2012 Annual Report on Form 10-K and incorporated herein by reference. 10.27# Jacobs Engineering Group Inc. 1995 Executive Deferral Plan, effective January 1, 1995. Filed as Exhibit 10.7 to the Registrants fiscal 2014 Annual Report on Form 10-K and incorporated herein by reference. 10.28# Jacobs Engineering Group Inc. 2005 Executive Deferral Plan, effective January 1, 2005. Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the second quarter of fiscal 2010 and incorporated herein by reference. 10.29# Jacobs Engineering Group Inc. Amended and Restated Executive Deferral Plan. Filed as Exhibit 10.8 to the Registrants fiscal 2012 Annual Report on Form 10-K and incorporated herein by reference. 10.30# Jacobs Engineering Group Inc. Executive Deferral Plan, effective January 1, 2018.Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K on October 2, 2017 and incorporated herein by reference. 10.31# Jacobs Engineering Group Inc. Directors Deferral Plan, effective January 1, 2018.Filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K on October 2, 2017 and incorporated herein by reference. 10.32# Jacobs Engineering Group Inc. Management Incentive Plan, as amended and restated effective November 19, 2015. Filed as an exhibit to the Registrants fiscal 2015 Annual Report on Form 10-K and incorporated herein by reference. 10.33# Jacobs Engineering Group Inc. 1999 Stock Incentive Plan, as amended and restated. Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K on January 28, 2014 and incorporated herein by reference. 10.34# Jacobs Engineering Group Inc. 1999 Outside Director Stock Plan, as Amended and Restated. Filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the first quarter of fiscal 2016 and incorporated herein by reference. 10.35# Jacobs Engineering Group Inc. 1999 Stock Incentive Plan, as amended and restated, effective January 18, 2018. Filed as Exhibit 10.10 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 and incorporated herein by reference. 10.36# Jacobs Engineering Group Inc. 1999 Outside Director Stock Plan, as amended and restated. Filed as Exhibit 10.11 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 and incorporated herein by reference. 10.37# 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. 10.38# CH2M HILL Companies, Ltd. Supplemental Executive Retirement and Retention Plan, effective September 19, 2014. Filed as Exhibit 10.6 to CH2M's Annual Report on Form 10-K on February 25, 2015 and incorporated herein by reference. 10.39# CH2M HILL Companies, Ltd. Amended and Restated Deferred Compensation Plan, effective November 13, 2014. Filed as Exhibit 10.5 to CH2Ms Annual Report on Form 10-K on February 25, 2015 and incorporated herein by reference. 10.40# CH2M HILL Companies, Ltd. Amended and Restated Long-Term Incentive Plan, as amended effective December 15, 2017. Filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 and incorporated herein by reference. 10.41# Form of Stock Option Award Agreement (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Outside Directors Stock Plan). Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the second quarter of fiscal 2016 and incorporated herein by reference. 10.42# Form of non-qualified Stock Option Agreement (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the second quarter of fiscal 2015 and incorporated herein by reference. 10.43# Form of non-qualified Stock Option Agreement (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the third quarter of fiscal 2015 and incorporated herein by reference. 10.44# Form of non-qualified Stock Option Agreement (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.49 to the Registrants fiscal 2015 Annual Report on Form 10-K and incorporated herein by reference. 10.45# Form of Restricted Stock Unit Award Agreement (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the second quarter of fiscal 2012 and incorporated herein by reference. 10.46# Form of Restricted Stock Unit Agreement (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.45 to the Registrants fiscal 2015 Annual Report on Form 10-K and incorporated herein by reference. 10.47# Summary Description of Amendment to Restricted Stock Unit Award Agreement (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan).Filed as Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q for the second quarter of fiscal 2017 and incorporated herein by reference. 10.48# 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. 10.49# Form of Restricted Stock Unit Award Agreement (Performance Shares - TSR - 2014 Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the third quarter of fiscal 2014 and incorporated herein by reference. 10.50# Form of Restricted Stock Unit Award Agreement (Performance Shares - Net Earnings Growth 2015 Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the third quarter of fiscal 2015 and incorporated herein by reference. 10.51# Form of Restricted Stock Unit Agreement (Performance Shares - Earnings Per Share Growth 2016 Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.46 to the Registrants fiscal 2015 Annual Report on Form 10-K and incorporated herein by reference. 10.52# Form of Restricted Stock Unit Agreement (Performance Shares TSR 2016 Award) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.47 to the Registrants fiscal 2015 Annual Report on Form 10-K and incorporated herein by reference. 10.53# 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. 10.54# 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. 10.55# 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 Registrants fiscal 2015 Annual Report on Form 10-K and incorporated herein by reference. 10.56# Form of Restricted Stock Award Agreement (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan). Filed as Exhibit 10.3 to the Registrants Current Report on Form 8-K on June 1, 2011 and incorporated herein by reference. 10.57# Form of Restricted Stock Agreement (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 second quarter of fiscal 2012 and incorporated herein by reference. 10.58# Form of Restricted Stock Agreement (awarded pursuant to the Jacobs Engineering Group Inc.1999 Stock Incentive Plan). Filed as Exhibit 10.44 to the Registrants fiscal 2015 Annual Report on Form 10-K and incorporated herein by reference. 10.60# 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 Registrants Quarterly Report on Form 10-Q for the second quarter of fiscal 2017 and incorporated herein by reference. 10.61# 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. 10.62# 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. 10.63# 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. 10.64# Form of Restricted Stock Unit Agreement (awarded pursuant to the Jacobs Engineering Group, Inc. 1999 Outside Director Stock Plan). Filed as Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 and incorporated herein by reference. 10.65# Form of Summary Description of Amendment to CH2M 2017 Long-Term Incentive Plan Award Agreements. Filed as Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q for the first quarter of fiscal 2018 and incorporated herein by reference. 21 List of Subsidiaries of Jacobs Engineering Group Inc. 23 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. 95 Mine Safety Disclosure.