The following table presents the information required by Paragraph (b) of Item 401 of Regulation S-K.
| Name |
Age | Position with the Company |
Year Joined the Registrant | |||
| Noel G. Watson |
71 | Chairman of the Board | 1965 | |||
| Craig L. Martin |
58 | President, Chief Executive Officer and Director | 1994 | |||
| Thomas R. Hammond |
56 | Executive Vice President, Operations | 1975 | |||
| George A. Kunberger, Jr. |
55 | Executive Vice President, Operations | 1979 | |||
| Gregory J. Landry |
59 | Executive Vice President, Operations | 1984 | |||
| John W. Prosser, Jr. |
62 | Executive Vice President, Finance and Administration and Treasurer | 1974 | |||
| Walter C. Barber |
66 | Group Vice President | 1999 | |||
| Warren M. Dean |
63 | Group Vice President | 1994 | |||
| Arlan C. Emmert |
62 | Group Vice President | 1985 | |||
| Peter M. Evans |
62 | Group Vice President | 2001 | |||
| Michael J. Higgins |
63 | Group Vice President | 1994 | |||
| Andrew F. Kremer |
50 | Group Vice President | 1998 | |||
| Kevin J. McMahon |
51 | Group Vice President | 2007 | |||
| Earl J. Mitchell, Jr. |
54 | Group Vice President | 1989 | |||
| Christopher E. Nagel |
56 | Group Vice President | 1982 | |||
| Rogers F. Starr |
64 | President, Jacobs Technology, Inc. | 1999 | |||
| Philip J. Stassi |
52 | Group Vice President | 1977 | |||
| James T. Stewart |
59 | Group Vice President | 2006 | |||
| Allyn B. Taylor |
59 | Group Vice President | 1993 | |||
| James W. Thiesing |
63 | Group Vice President | 1992 | |||
| William J. Birkhofer |
59 | Senior Vice President, Public Sector Sales | 1999 | |||
| Robert M. Clement |
59 | Senior Vice President, Global Sales | 1990 | |||
| Martin G. Duvivier |
55 | Senior Vice President | 2000 | |||
| William C. Markley, III |
62 | Senior Vice President, General Counsel and Secretary | 1981 | |||
| John McLachlan |
61 | Senior Vice President, Acquisitions and Strategy | 1974 | |||
| Robert G. Norfleet |
44 | Senior Vice President, Quality and Safety | 1999 | |||
| Laurence R. Sadoff |
60 | Senior Vice President, Operations | 1993 | |||
| Patricia H. Summers |
50 | Senior Vice President, Global Human Resources | 2004 | |||
| Nazim G. Thawerbhoy |
60 | Senior Vice President and Controller | 1979 | |||
| Mark S. Williams |
50 | Senior Vice President, Information Technology | 1999 |
All of the officers listed in the preceding table serve in their respective capacities at the pleasure of the Board of Directors and, with the exception of Messrs. McMahon and Stewart, and Ms. Summers, have served in executive and senior management capacities with the Company for more than five years.
Mr. McMahon joined the Company in April 2007 through the acquisition of Edwards and Kelcey, Inc. Mr. McMahon served in various senior management roles with Edwards and Kelcey since first joining them in 1991, most recently as chairman and chief executive officer from 1999 to 2007. Prior to joining Jacobs in 2006, Mr. Stewart was chairman and chief executive officer of Mobile Energy Services Company, an industrial energy
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company and supplier from 2000 to 2005. Prior to joining Jacobs in 2004, Ms. Summers served as corporate vice president of compensation, benefits and executive development for Northrop Grumman Corporation from January 2000 to April 2003.
Code of Ethics
We have adopted a code of ethics for our chief executive, chief financial and principal accounting officers; a code of business conduct and ethics for members of our Board of Directors; and corporate governance guidelines. The full text of the codes of ethics and corporate governance guidelines is available at our website www.jacobs.com. Although we have never done so, in the event we make any amendment to, or grant any waiver from, a provision of the code of ethics that applies to the principal executive officer, principal financial officer or principal accounting officer that requires disclosure under applicable Commission rules, we will disclose such amendment or waiver and the reasons therefor on our website. We will provide any person without charge a copy of any of the aforementioned codes of ethics upon receipt of a written request. Requests should be addressed to: Jacobs Engineering Group Inc., 1111 S. Arroyo Parkway, Pasadena, California, 91105, Attention: Corporate Secretary.
Corporate Governance
The information required Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is hereby incorporated by reference from our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year.
| Item 11. | EXECUTIVE COMPENSATION |
The information required by this Item is hereby incorporated by reference from our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year.
| Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information required by Item 403 of Regulation S-K is hereby incorporated by reference from our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year. The information required by Item 201(d) of Regulation S-K is submitted in a separate section of this Form 10-K. See Item 5.—Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, above.
| Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
The information required by this Item is hereby incorporated by reference from our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year.
| Item 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
The information required by this Item is hereby incorporated by reference from our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year.
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PART IV
| Item 15. | EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES |
| (a) | Documents filed as part of this report: |
| (1) | The Company’s Consolidated Financial Statements at September 30, 2007 and 2006 and for each of the three years in the period ended September 30, 2007 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. |
| (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. |
| (3) | See Exhibits and Index to Exhibits, below. |
| (b) | Exhibits and Index to Exhibits: |
| †3.1 | Amended and Restated Certificate of Incorporation of the Registrant. | |
| 3.2 | Bylaws of the Registrant. Filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 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 Section 7.04 of Article VII of Exhibit 3.2. | |
| 4.3 | Amended and Restated Rights Agreement, amended and restated as of December 20, 2000 by and between the Registrant and Mellon Investor Services LLC, as Rights Agent. Filed as Exhibit 1 to Registrant’s Form 8-A/A filed on December 22, 2000 and incorporated herein by reference. | |
| 10.1 | The Jacobs Engineering Group Inc. Incentive Bonus Plan for Officers and Key Managers. Filed as Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2006 and incorporated herein by reference. | |
| 10.2 | The Executive Security Program of Jacobs Engineering Group Inc. Filed as Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2006 and incorporated herein by reference. | |
| 10.3 | Jacobs Engineering Group Inc. 1991 Executive Deferral Plan, effective June 1, 1991. Filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2006 and incorporated herein by reference. | |
| 10.4 | Jacobs Engineering Group Inc. 1993 Executive Deferral Plan, effective December 1, 1993. Filed as Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2006 and incorporated herein by reference. | |
| †10.5 | Jacobs Engineering Group Inc. Amended and Restated Executive Deferral Plan. | |
| 10.6 | The Jacobs Engineering Group Inc. 1989 Employee Stock Purchase Plan, as Amended and Restated. Filed as Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2006 and incorporated herein by reference. | |
| 10.7 | The Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan. Filed as Exhibit 4.1 to the Registration Statement on Form S-8 filed by the Registrant on August 7, 2001, and incorporated herein by reference. | |
| 10.8 | Form of Indemnification Agreement entered into between the Registrant and certain of its officers and directors. Filed as Exhibit 10.8 to the Registrant’s Annul Report on Form 10-K for the year ended September 30, 2003 and incorporated herein by reference. | |
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| †10.9 | Jacobs Engineering Group Inc. 401(k) Plus Savings Plan and Trust, as Amended and Restated April 1, 2003. | |
| 10.10 | Jacobs Engineering Group Inc. 1999 Stock Incentive Plan, as Amended and Restated. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 and incorporated herein by reference. | |
| 10.11 | Jacobs Engineering Group Inc. 1999 Outside Director Stock Plan, as Amended and Restated. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 and incorporated herein by reference. | |
| 10.12 | Credit Agreement dated as of December 15, 2005 among Jacobs Engineering Group Inc. and certain of its subsidiaries (as “Borrowers”), and the Bank of Nova Scotia, Wachovia Bank N.A., BNP Paribas., Bank of America, N.A. (as “Administrative Agent”), and other lender parties, and Banc of America Securities LLC (as “Sole Lead Arranger”). Filed as Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2006 and incorporated herein by reference. | |
| 10.13 | Amendment Agreement Entered Into as of May 4, 2007 Among Jacobs Engineering Group Inc. and Certain Subsidiaries, the Bank of Nova Scotia as Canadian Facility Agent, Bank of America, N.A. as Administrative Agent, and Certain Other Lending Banks and Financial Institutions. Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2007 and incorporated herein by reference | |
| 10.14 | Assignment Letter Agreement dated February 16, 2005 between the Registrant and Thomas R. Hammond, Executive Vice President. Filed as Exhibit 99.1 to the Registrant’s current report on Form 8-K dated February 22, 2005 and incorporated herein by reference. | |
| 11. | Statement of computation of net income per outstanding share of common stock is incorporated by reference from the Company’s Consolidated Financial Statements and notes thereto (see Item 15(a)(1), above). | |
| 14. | Jacobs Engineering Group Inc. Code of Ethics for the Chief Executive Officer and Senior Financial Officers. Filed as Exhibit 14 to the Registrant’s Annul Report on Form 10-K for the fiscal year ended September 30, 2003 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. | |
| † | Being filed herewith. |
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| JACOBS ENGINEERING GROUP INC. | ||||||||
| Dated: November 27, 2007 | By: | /s/ CRAIG L. MARTIN | ||||||
| Craig L. Martin President, Chief Executive Officer, Director (Principal Executive Officer) | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
| Signature |
Title |
Date | ||
| /s/ CRAIG L. MARTIN Craig L. Martin |
President, Chief Executive Officer and Director | November 27, 2007 | ||
| /s/ NOEL G. WATSON Noel G. Watson |
Chairman of the Board | November 27, 2007 | ||
| /s/ JOSEPH R. BRONSON Joseph R. Bronson |
Director | November 27, 2007 | ||
| /s/ ROBERT C. DAVIDSON, JR. Robert C. Davidson, Jr. |
Director | November 27, 2007 | ||
| /s/ EDWARD V. FRITZKY Edward V. Fritzky |
Director | November 27, 2007 | ||
| /s/ ROBERT B. GWYN Robert B. Gwyn |
Director | November 27, 2007 | ||
| /s/ JOHN P. JUMPER John P. Jumper |
Director | November 27, 2007 | ||
| /s/ DALE R. LAURANCE Dale R. Laurance |
Director | November 27, 2007 | ||
| /s/ LINDA FAYNE LEVINSON Linda Fayne Levinson |
Director | November 27, 2007 | ||
| /s/ BENJAMIN F. MONTOYA Benjamin F. Montoya |
Director | November 27, 2007 | ||
| /s/ THOMAS M.T. NILES Thomas M.T. Niles |
Director | November 27, 2007 | ||
| /s/ JOHN W. PROSSER, JR. John W. Prosser, Jr. |
Executive Vice President, Finance and Administration and Treasurer (Principal Financial Officer) |
November 27, 2007 | ||
| /s/ NAZIM G. THAWERBHOY Nazim G. Thawerbhoy |
Senior Vice President and Controller (Principal Accounting Officer) |
November 27, 2007 | ||
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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
September 30, 2007
F-1
Table of Contents
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007
F-2
Table of Contents
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 2007 and 2006
(In thousands, except share information)
| 2007 | 2006 | |||||||
| ASSETS |
||||||||
| Current Assets: |
||||||||
| Cash and cash equivalents |
$ | 613,352 | $ | 434,067 | ||||
| Receivables |
1,532,602 | 1,304,262 | ||||||
| Deferred income taxes |
92,992 | 46,727 | ||||||
| Prepaid expenses and other current assets |
39,132 | 32,905 | ||||||
| Total current assets |
2,278,078 | 1,817,961 | ||||||
| Property, Equipment and Improvements, Net |
192,489 | 171,276 | ||||||
| Other Noncurrent Assets: |
||||||||
| Goodwill |
626,686 | 554,986 | ||||||
| Miscellaneous |
292,168 | 309,661 | ||||||
| Total other noncurrent assets |
918,854 | 864,647 | ||||||
| $ | 3,389,421 | $ | 2,853,884 | |||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current Liabilities: |
||||||||
| Notes payable |
$ | 529 | $ | 14,474 | ||||
| Accounts payable |
376,483 | 397,007 | ||||||
| Accrued liabilities |
626,091 | 495,700 | ||||||
| Billings in excess of costs |
245,486 | 112,260 | ||||||
| Income taxes payable |
27,845 | 21,754 | ||||||
| Total current liabilities |
1,276,434 | 1,041,195 | ||||||
| Long-term Debt |
40,450 | 77,673 | ||||||
| Other Deferred Liabilities |
228,824 | 304,531 | ||||||
| Minority Interests |
51 | 7,271 | ||||||
| Commitments and Contingencies |
||||||||
| Stockholders’ Equity: |
||||||||
| Capital stock: |
||||||||
| Preferred stock, $1 par value, authorized—1,000,000 shares; issued and outstanding—none |
— | — | ||||||
| Common stock, $1 par value, authorized—240,000,000 shares; issued and outstanding—120,221,871 shares and 58,995,813 shares, respectively |
120,222 | 58,996 | ||||||
| Additional paid-in capital |
460,468 | 417,905 | ||||||
| Retained earnings |
1,272,352 | 1,023,968 | ||||||
| Accumulated other comprehensive loss |
(9,380 | ) | (77,655 | ) | ||||
| Total stockholders’ equity |
1,843,662 | 1,423,214 | ||||||
| $ | 3,389,421 | $ | 2,853,884 | |||||
See the accompanying Notes to Consolidated Financial Statements.
F-3
Table of Contents
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
For the Years Ended September 30, 2007, 2006, and 2005
(In thousands, except per share information)
| 2007 | 2006 | 2005 | ||||||||||
| Revenues |
$ | 8,473,970 | $ | 7,421,270 | $ | 5,635,001 | ||||||
| Costs and Expenses: |
||||||||||||
| Direct costs of contracts |
(7,262,621 | ) | (6,487,022 | ) | (4,828,697 | ) | ||||||
| Selling, general and administrative expenses |
(769,393 | ) | (632,692 | ) | (591,413 | ) | ||||||
| Operating Profit |
441,956 | 301,556 | 214,891 | |||||||||
| Other (Expense) Income: |
||||||||||||
| Interest income |
19,764 | 15,209 | 4,349 | |||||||||
| Interest expense |
(8,019 | ) | (7,496 | ) | (6,471 | ) | ||||||
| Miscellaneous expense, net |
(5,059 | ) | (3,982 | ) | (3,293 | ) | ||||||
| Total other income (expense), net |
6,686 | 3,731 | (5,415 | ) | ||||||||
| Earnings Before Taxes |
448,642 | 305,287 | 209,476 | |||||||||
| Income Tax Expense |
(161,512 | ) | (108,404 | ) | (77,868 | ) | ||||||
| Net Earnings |
$ | 287,130 | $ | 196,883 | $ | 131,608 | ||||||
| Net Earnings Per Share: |
||||||||||||
| Basic |
$ | 2.42 | $ | 1.69 | $ | 1.15 | ||||||
| Diluted |
$ | 2.35 | $ | 1.64 | $ | 1.12 | ||||||
See the accompanying Notes to Consolidated Financial Statements.
F-4
Table of Contents
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Years Ended September 30, 2007, 2006, and 2005
(In thousands)
| Components of Total Stockholders’ Equity | ||||||||||||||||||||||||
| Comprehensive Income |
Common Stock |
Additional Paid-in Capital |
Retained Earnings |
Accumulated Other Comp- rehensive Income (Loss) |
Total Stock- holders’ Equity |
|||||||||||||||||||
| Balances at September 30, 2004 |
$ | 56,699 | $ | 272,619 | $ | 742,426 | $ | (43,942 | ) | $ | 1,027,802 | < | ||||||||||||