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2001
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 2001
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 1-7463
Jacobs Engineering Group Inc.
(Exact name of Registrant as specified in its charter)
Delaware 95-4081636
(State of incorporation) (I.R.S. employer identification number)
1111 South Arroyo Parkway, Pasadena, California 91105
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (626) 578-3500
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
Common Stock, $1 par value New York Stock Exchange
Indicate by check-mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. (X) YES ( ) NO
Indicate by check-mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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 Form 10-K or any amendment
to this Form 10-K. ( )
___________________
The aggregate market value of the Registrant's voting stock held by
non-affiliates was approximately $1,621,922,000 as of December 20, 2001, based
upon the last reported sales price on the New York Stock Exchange. For this
purpose, the Registrant considers Dr. Joseph J. Jacobs to be its only affiliate.
As of December 20, 2001, the Registrant had outstanding 26,900,429 shares of
its common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement issued in connection
with its 2002 Annual Meeting of Shareholders (Part II and Part III).
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PART I
Item 1. BUSINESS
General
- -------
Jacobs Engineering Group Inc. was incorporated under the laws of the
State of Delaware on January 8, 1987. On March 4, 1987, it succeeded by merger
to the business and assets of Jacobs Engineering Group Inc., a California
corporation that in 1974 had succeeded to a business organized originally by Dr.
Joseph J. Jacobs in 1947. Unless the context otherwise requires, all references
herein to "Jacobs" or the "Registrant" are to Jacobs Engineering Group Inc. and
its predecessors, and references to the "Company", "we", "us" or "our" are to
both Jacobs Engineering Group Inc. and its consolidated subsidiaries. The
Registrant's common stock has been publicly held since 1970 and is currently
listed on the New York Stock Exchange.
The Company is one of the largest professional services firms in the
United States. Our business is focused exclusively on providing a broad range of
technical professional services to a large number of industrial, commercial and
governmental clients around the world. The types of technical professional
services we provide to our clients include project services; process, scientific
and systems consulting services; operations and maintenance services; and
construction services. We provide these services through offices and
subsidiaries located in the United States, Europe, Asia, Mexico, Chile and
Australia.
We concentrate our services on selected industry groups and markets
including chemicals and polymers; buildings (which includes projects in the
fields of health care and education, as well as commercial, civic and
governmental buildings); federal programs; pharmaceuticals and biotechnology;
exploration, production and refining; infrastructure; technology and
manufacturing; and pulp and paper, among others.
Over the past several years, we have grown our business through both
internal initiatives and strategic mergers and acquisitions. These mergers and
acquisitions have allowed us to (i) expand or enhance the range of services we
provide our clients; (ii) expand our client base; and (iii) provide access to
new geographic areas. A discussion of some of the more recent mergers and
acquisitions follows:
. In May 2001, we completed the purchase of substantially all of the
international engineering and construction management business of
LawGibb Group Inc. (the "GIBB" businesses). Headquartered in the
United Kingdom, GIBB is a leading international engineering
consultancy firm, providing technical professional services in the
fields of transportation, civil and structural engineering, water
and wastewater, environmental and geotechnical services,
infrastructure, building and building services, information
technology, defense, finance, and commerce. The businesses
acquired have approximately 900 employees conducting operations
located primarily in the United Kingdom, southern Africa, and
certain other countries located primarily in Europe.
. In February 2001, we finalized the second phase of a two-part
transaction to acquire all of the engineering and contracting
business of Stork N.V., the Netherlands ("Stork"). The first phase
("Stork Phase I") was completed in February 2000. The Stork Phase
I entities employ approximately 1,500 technical professional staff
in offices located principally in Belgium, Germany, Southeast Asia
and certain locations in the Netherlands. The second phase ("Stork
Phase II") involved the balance of Stork's engineering and
construction management operations in the Netherlands and the
Middle East. The Stork Phase II entities employ approximately 540
technical professional staff. Stork, which is headquartered in
Leiden, the Netherlands, provides a broad range of engineering and
construction management services to clients in the refining,
chemicals, basic resources and facilities industries, among
others.
Page 1
. In fiscal 1999, we completed our merger with the Sverdrup
Corporation ("Sverdrup"). As a result of this transaction,
Sverdrup, which is headquartered in St. Louis, Missouri, became a
wholly-owned subsidiary of Jacobs. Sverdrup provides engineering,
architecture, construction and scientific services for the
development, design, construction and operation of buildings,
infrastructure projects and advanced technical systems for public
and private sector clients in the United States and
internationally. At the time of the merger, Sverdrup employed more
than 5,600 people in offices located throughout the United States,
and in selected countries abroad. The Sverdrup transaction
expanded our business opportunities in several key markets, added
professional staff, as well as presence in new geographies. It
also added civil and defense capabilities to the Company's range
of professional services.
. In fiscal 1997, we acquired the Serete Group of companies. The
acquisition of the Serete Group, which is headquartered in Paris,
France, provided us with an established business presence in
France, Spain and Italy. The acquisition added professional staff,
and enhanced our existing engineering capabilities. This
transaction also expanded our client base in several key market
groups.
. Also in fiscal 1997, the Company increased its ownership interest
and became the majority owner of Humphreys & Glasgow Consultants
Limited, which is headquartered in Mumbai, India. Through
Humphreys & Glasgow Consultants Limited, we gained access to the
Southern Asia market, expanded our client base and added
professional staff to the organization.
In addition to the particular advantages described above, these mergers
and acquisitions have allowed us to grow our relationships with our major
clients. By expanding into new geographic areas, and by adding to our existing
technical and project management capabilities, we strive to position ourselves
as a preferred, single-source provider of technical professional services to
our major clients.
Services Provided
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As discussed above, our business is to provide technical professional
services. The services we provide can be generally classified into four broad
categories: project services (which includes engineering, design, architectural
and other related services); process, scientific and systems consulting
services; operations and maintenance ("O&M") services; and construction
services. The scope of services we can provide our clients, therefore, range
from consulting services, which are often required by clients in the very early
stages of a project, to complete, single-responsibility, design-build-operate
contracts.
The following table sets forth the revenues of the Company from each of
its four service categories for each of the five fiscal years ended September 30
(in thousands of dollars):
2001 2000 1999 1998 1997
--------------- --------------- --------------- --------------- ---------------
Project Services $ 2,340,304 $ 1,809,309 $ 1,318,027 $ 861,608 $ 734,619
Process, Scientific and
Systems Consulting 133,639 118,232 87,990 11,163 11,587
Operations and
Maintenance 505,423 521,609 474,511 266,798 264,622
Construction 977,627 969,792 994,479 961,576 769,788
--------------- --------------- --------------- --------------- ---------------
$ 3,956,993 $ 3,418,942 $ 2,875,007 $ 2,101,145 $ 1,780,616
=============== =============== =============== =============== ===============
Page 2
Project Services
----------------
We employ all of the engineering and related disciplines needed to
design and engineer modern process plants (including projects for clients in the
chemicals and polymers, pharmaceuticals and biotechnology, oil & gas, refining,
food and consumer products, and the basic resources industries); industrial and
commercial buildings (including facilities in the health care, education and
criminal justice markets, as well as commercial buildings for clients in the
private sector); infrastructure projects (including highways, roads, bridges and
other transportation facilities); technology and manufacturing facilities (for
clients in the semiconductor, electronics, automotive, aerospace and defense
industries); pulp and paper plants; and other facilities. We also employ many of
the requisite scientific, technical and program management capabilities
necessary to provide program integration, testing and evaluation services for
clients in the defense and aerospace industries and in support of environmental
programs primarily for agencies of the U.S. federal government.
Also included in the category of "Project Services" are construction
management services, as well as all of the related support services necessary
for the proper and effective delivery of the Company's engineering and other
home-office services (among these are cost engineering, planning, scheduling,
procurement, estimating, project accounting, and quality and safety). In the
area of construction management, we provide our clients with a wide range of
services as an agent for our clients. We may act as the program director,
whereby we oversee, on behalf of the owner of the project, the complete
planning, design and construction phases of the project, or, our services may be
limited to providing construction consulting.
Process, Scientific and Systems Consulting
------------------------------------------
We employ all of the professional and technical expertise necessary to
provide a broad range of consulting services, including: performing pricing
studies, market analyses and financial projections necessary in determining the
feasibility of a project; performing gasoline reformulation modeling; analyzing
and evaluating layout and mechanical designs for complex processing plants;
analyzing automation and control systems; analyzing, designing and executing
biocontainment strategies; developing and performing process protocols in
respect of Federal Drug Administration mandated qualification/validation
requirements; and performing geological and metallurgical studies.
Also included in "Process, Scientific and Systems Consulting" are the
professional and program management services required in order to assist clients
(for example, the U.S. federal government and its agencies) in a wide range of
defense and aerospace related programs. Such services typically are more
technical and scientific in nature than are other project services provided by
the Company, and may involve such tasks as supporting the development and
testing of conventional weapons systems; weapons modeling and simulations;
computer systems development, maintenance and support; evaluations and testing
of mission-critical control systems; and other, highly technical programs and
tasks.
Operations & Maintenance ("O&M")
-------------------------------
O&M activities generally refer to all of the tasks required to operate
and maintain large, complex facilities on behalf of clients. In such situations,
we typically provide key management and support services over all of the
facility's operations, including subcontractors and other on-site personnel.
Within the environmental area, O&M activities often include engineering and
technical support services, as well as program management services necessary to
remediate contaminated sites. Within the aerospace and defense areas, O&M
activities often require us to provide all of the management and technical
support services necessary to operate and maintain engine test facilities,
weapons integration and high-tech simulation and verification centers. Such O&M
contracts also frequently require us to provide facilities management and
maintenance services, utilities operations and maintenance services, property
management and disposition and construction support services.
Page 3
Also included in this category are plant maintenance services. Plant
maintenance services generally involve all of the tasks required to keep a plant
(typically a refinery or chemical plant) in day-to-day operation, including the
repair and replacement of pumps, piping, heat exchangers and other equipment. It
also includes "turnaround" work, which involves major refurbishment which can
only be performed when the plant is shut down. Since shutdowns are expensive to
the owners of the plant, turnaround work will often require maximizing the
number of skilled craft personnel that can work efficiently on a project on a 24
hours per day, seven days per week basis. We utilize sophisticated computer
scheduling and programming to complete turnaround projects quickly, and we
maintain contact with a large pool of skilled craft personnel we can hire as
needed on maintenance and turnaround projects.
Although the gross profit margins that can be realized from O&M services
are generally lower than those associated with the other services we provide,
the costs to support maintenance activities are also generally lower.
Furthermore, since O&M contracts are normally cost-reimbursable in nature, they
present less financial risk to the Company. Additionally, although engineering
and construction projects may be of a short-term nature, O&M services often
result in long-term relationships with clients. For example, the Company has
been providing maintenance services at several major process plants for over 30
years. This aspect of maintenance services greatly reduces the selling costs in
respect of such services.
Construction
------------
We provide traditional field construction services to private and
public sector clients in virtually all of the industries to which we provide
project services. We can also provide our clients with Advanced Construction
Technology ("ACT(R)"). ACT(R) is an advanced form of off-site engineering and
design, fabrication, assembly and field erection. ACT(R) provides clients with
an alternative approach to traditional methods of engineering and construction,
which can compress and shorten the construction schedule, as well as help to
reduce costs. In the environmental area, recent contract awards from clients in
the public sector require us to perform environmental remedial construction
services.
Historically, the Company's field construction activities have been
focused primarily on those construction projects for which we performed the
related engineering and design work. By focusing our construction efforts on
such projects, we seek to avoid the risk of constructing complex plants and
facilities based on designs prepared by third parties. The financial risk to the
Company of constructing complex plants and facilities based on designs prepared
by third parties may be particularly significant on fixed-price contracts.
We actively market all of our services to clients for projects where
the scope of services required is within our fields of expertise. We believe
that by integrating and bundling our services (i.e., providing design,
engineering and construction services on the same project), we can price our
services more competitively and can enhance the overall contract profitability.
We also believe that clients benefit from such an approach because they can look
to the Company as a single-source provider of design/build services. However, we
will continue to pursue construction-only projects where we can negotiate
pricing and other contract terms we find acceptable.
Page 4
Industry Groups and Markets
- ---------------------------
We focus our services to clients that operate in the following industry
groups and markets: chemicals and polymers; buildings; U.S. federal programs;
pharmaceuticals and biotechnology; exploration, production and refining;
infrastructure; technology and manufacturing; and pulp and paper, among others.
We believe these industry groups and markets have sufficient common needs to
permit cross-utilization of our resources which help to mitigate the negative
effects of a downturn in a single industry.
The following table sets forth the revenues of the Company from each of
these industry groups and markets for each of the five fiscal years ended
September 30 (in thousands of dollars):
2001 2000 1999 1998 1997
--------------- --------------- --------------- --------------- ---------------
Chemicals and
Polymers $ 653,573 $ 693,034 $ 796,501 $ 785,727 $ 490,347
Federal Programs 732,362 614,048 481,302 169,474 201,643
Buildings 457,488 539,691 454,589 314,293 169,286
Pharmaceuticals and
Biotechnology 715,407 481,947 373,520 211,501 140,545
Oil & Gas, and Refining 451,103 280,942 243,311 255,579 248,799
Infrastructure 246,420 238,278 218,828 11,278 11,748
Technology and
Manufacturing 332,995 213,557 173,023 128,501 335,627
Pulp and Paper 182,456 254,861 99,189 191,595 154,135
Other 185,189 102,584 34,744 33,197 28,486
--------------- --------------- --------------- --------------- ---------------
$ 3,956,993 $ 3,418,942 $ 2,875,007 $ 2,101,145 $ 1,780,616
=============== =============== =============== =============== ===============
Chemicals and Polymers
----------------------
The Company has always considered the chemicals and polymers industries
an important part of its overall business activities and growth. Revenues from
this industry group have consistently accounted for a significant share of each
year's total revenues. Historically, whenever we have sought to expand our
business, the impact of such expansion on our chemicals business has always been
a key consideration. The Company's first office outside the United States was
opened in support of a bulk-chemical project for a large, U.S. company seeking
to expand its operations internationally.
Currently, the Company furnishes its full line of services to its
clients operating in the chemicals industries. We believe our unique
relationship-based approach to project execution and business development has
helped us develop long-term alliance agreements with several of the industry's
leading manufacturers as their full service provider of technical professional
services. In such alliance arrangements, we contract with the client to perform
a wide range of services. Projects can range from providing on-site engineering
services, to completion of an entire capital improvement program. Occasionally,
a small initial evaluation of a potential chemical market, or facility analysis
performed for a client, expands to include fully-integrated engineering,
procurement, construction and construction management services. We are
continually expanding our presence globally to better meet the needs of our
clients as they increase their operations internationally.
We have provided technical, financial, marketing and business
consulting services to many of our clients in this industry group. We have
assisted our clients with their merger and acquisition due diligence activities.
We have also performed feasibility studies, provided preliminary and detailed
design and engineering services, as well as construction, and construction
management services for our chemicals industry clients. Typical projects range
from various basic, intermediate and polymer chemicals, to low-pressure,
multi-product processes for the production of fine and specialty chemicals. We
have also completed projects dealing with the modernization and upgrading of
polyethylene and liquid polymer production facilities. We believe we have
extensive knowledge of, and experience with, advanced polymerization reactions
and state-of-the-art, post-reactor processing techniques, as well as many other
specialty chemicals.
Page 5
Another important aspect of the Company's service to its clients in the
chemicals and polymers industries is in the area of contract maintenance. We
have contracts with major chemical producers worldwide to provide on-site
maintenance and turnaround activities. Many of these contracts are evergreen in
nature and tend to be extended over many years.
Federal Programs
-----------------
The Company's Federal Programs can generally be categorized as relating
to either environmental programs, or defense and aerospace programs.
Environmental
-------------
We believe we are one of the leading providers of environmental
engineering and consulting services in the United States and abroad, including
hazardous waste management and site cleanup and closure. Many of our projects
for the U.S. federal government span several years. The Company's projects
within this market generally relate to all major federal and state environmental
statutes with particular emphasis on the Comprehensive Environmental Response
Compensation and Liability Act ("CERCLA" or "Superfund") and the Resource
Conservation and Recovery Act ("RCRA"). We are currently providing environmental
investigation, restoration, engineering, construction and site operations and
maintenance services to a number of U.S. federal government agencies, including
the U.S. Department of Energy ("DOE") and the U.S. Department of Defense
("DOD").
As part of our environmental restoration work, we provide support in
such areas as underground storage tank (UST) removal, contaminated soil and
water remediation, and long-term groundwater monitoring. We also design, build,
install, operate and maintain various types of soil and groundwater cleanup
systems at multiple project locations across the United States and its
territories for the U.S. Army Corps of Engineers and the U.S. Air Force Center
for Environmental Excellence. Typical projects also include the preparation of
feasibility studies and performance of remedial investigations, engineering,
design and remediation services on several national programs.
We provide a full range of environmental consulting services including
air quality planning and permitting, water quality compliance, environmental
conservation studies, pollution prevention assessments, and compliance with the
National Environmental Policy Act ("NEPA"). This work is being performed at many
locations worldwide.
Demand for the Company's services in this area is strongly affected by
the level of enforcement of environmental laws and regulations, and the spending
patterns of public and private clients.
As part of our support to our major clients, we provide asset
management services in the form of infrastructure operations and maintenance.
This is an integral part of the services to the Department of Energy at the Oak
Ridge National Laboratory and at the Rocky Flats Environmental Technology Site.
"Asset management" also includes building closures which involve deactivation,
decommissioning and demolition of government facilities.
Defense and Aerospace
---------------------
We provide a wide range of professional services to clients for a
variety of defense and aerospace facilities and systems, including wind tunnels,
turbine and rocket engine test facilities, and launch facilities, as well as
computer-based simulation and other systems. We operate and maintain ground
mobile weapon system test facilities, multi-media laboratories, and artillery
test ranges. We also operate and maintain aerodynamic, propulsion, and space
facilities and systems for government clients at more than a dozen test centers
across the continental United States.
We have been a provider of technical services to the DOD for more than
50 years, and currently support defense programs in dozens of locations, both
within the United States and internationally. In addition to operating and
maintaining several DOD test centers, our support includes services such as
aerodynamic testing of next-generation fighter aircraft; propulsion testing for
space programs; launch support services for Titan, Atlas, and Delta rockets and
payloads; and acquisition support to weapons systems such as air-to-air missile
systems and precision guided, smart weapons used for various high-
Page 6
value targets. We also support the acquisition and development of Special
Operation Forces ("SOF") systems and equipment, as well as nuclear, biological,
chemical ("NBC") detection and protection systems. We also support the DOD in a
number of information technology programs, including networks, command and
control technology, intelligence, and information warfare.
In addition to the services described above, we provide technical
assistance and program management support at several NASA facilities. We provide
O&M services for these facilities, including support of tests of spacecraft and
aeronautical systems; aerodynamic test facilities and systems; biological and
life sciences experiments; and aircraft for research and development missions.
We provide a broad range of engineering, science, and technical support services
to four NASA centers, representing support to virtually every major space
program - including the International Space Station and preparation for
inter-planetary missions, as well as protein crystal growth research needed to
develop new drugs and vaccines.
Buildings
---------
Buildings generally refers to the Company's full range of design and
construction activities relating to institutional, government, corporate and
commercial buildings and other specialized structures. We believe we are one of
the leading providers of architectural, engineering and construction management
services for buildings projects throughout the United States and in many parts
of Europe.
We have focused our efforts and resources in major growth markets we
believe are being driven by strong demographic trends and capital spending
initiatives. Typical projects include: large, multi-year federal building
programs; major K-12 (kindergarten through high school) capital improvement
programs; federal, state and local courts and correctional facilities; health
and research facilities, including projects at many of the country's leading
medical research centers; and aviation facilities at many of the nation's
largest airports. We also provide design and construction-related services for
higher education facilities, office complexes, corporate buildings, municipal
and civic facilities, shopping and commercial centers, leisure parks and
recreation complexes. We serve a diversified client base encompassing both
public and private sector clients.
We provide and/or manage a full range of planning, architectural,
engineering, design, construction, construction management and/or total program
management services for a variety of unique and technically complex buildings
and complexes. We provide our services on projects that emphasize both new
construction as well as those involving expansion, renovation and refurbishment
of existing facilities.
Of significance is the Company's growing success in applying its
diversified, in-house technical skill base to clients requiring complete program
management in both the private and public sectors. These contracts typically
involve providing technical professional services over multiple years to many
clients with whom the Company has long-standing relationships and tenure of
successful service. For larger programs, we sometimes team with other companies
in the execution of the program. We also provide "resourcing" services for which
the Company (often through joint ventures with third parties) assumes full
responsibility for the ongoing operations and maintenance of entire commercial
or industrial complexes on behalf of the client.
Pharmaceuticals and Biotechnology
---------------------------------
We furnish our full line of services to our clients in the
pharmaceutical and biotechnology industries. The scope of services we provide to
clients in these markets includes master planning, programming, feasibility
studies, engineering, preliminary and detailed design, procurement,
construction, construction management, commissioning and start-up, validation,
and maintenance. Accordingly, we are fully capable of executing the industry's
largest capital programs on a single-responsibility basis.
Typical projects for clients in these industries include laboratories,
research and development facilities, pilot plants, bulk active pharmaceutical
ingredient production facilities, full-scale biotechnology production
facilities, and secondary manufacturing facilities. Regulatory considerations on
these projects include current Good Laboratory Practices ("cGLP") and current
Good Manufacturing Practices ("cGMP").
Page 7
In addition, state-of-the-art technology and know-how are critical to our
clients. Such technology and know-how encompasses containment, barrier
technology, locally controlled environments, process and building systems
automation, and off-the-site design and fabrication of process and building
modules.
As the worldwide market demand for ethical and over-the-counter products
continues to grow, pressure increases on companies within the pharmaceutical
industry to decrease product time to market, reduce costs and increase return on
investment. Accordingly, the scope of services we provide our clients in this
industry has expanded over the years to include assisting them in delivering
capital projects sooner, and more efficiently. The Company has local, cost
effective technical professional resources in areas of major pharmaceutical and
biotechnology concentration, and provides single-point EPCMV (engineering,
procurement, construction management, and validation) project delivery. We
continue to enhance our 3-D design capabilities, as well as other technological
aspects of our EPCMV services, in order to better serve our clients, and to
ensure that projects transition from their conceptual design phase through
engineering, construction, start-up and commissioning, and validation phases as
economically and efficiently as possible.
We have also established formal alliances with numerous clients in the
pharmaceutical and biotechnology industry.
Oil & Gas, and Refining
-----------------------
We provide our full line of traditional engineering, design and
construction services to our clients in the exploration, production and refining
industries. Typical projects in this area include new design and construction,
revamps or expansions of existing plants, upgrades of individual process units
within refineries, and maintenance services. We also provide a broad range of
consulting services to our clients, including process assessments, feasibility
studies, technology evaluations, project finance structuring and support, and
multi-client subscription services. Although the Company's hydrocarbon-oriented
revenues historically have related primarily to projects associated with
petroleum refining and the processes and technologies required for the
conversion of crude oil and gas into petroleum fuels, chemical feedstocks and
lubricants, more recent contract awards have also included services to pipeline
companies and companies in businesses upstream of refiners.
The volume of business activity in this market group is often influenced by
government regulations. We believe several specific regulations are providing
momentum for project services by the Company to the refining industry. The
requirement for lower sulfur fuels has been seen in numerous awards for Tier II
gasoline and Ultra Low Sulfur Diesel projects. Additionally, consent decrees
between the U.S. Environmental Protection Agency and various refining companies
are resulting in additional project services work for us, particularly for
nitrous oxide (NOx) emission reductions. We believe the finalized European clean
fuels specifications for 2005 will provide additional opportunity for the
Company in its European operations. The Company is actively involved in such
regulatory based projects.
We have also utilized our ACT(R) (our modular construction capabilities) on
a number of projects in the refining and petroleum industry. In the U.S. and
European refining markets, many projects involve the revamp of existing
processing units, or the addition of new processes to an existing refinery. As a
result of the close proximity of processing units in these refineries, we
believe the use of off-site construction can decrease congestion at the
construction site. We also believe that modular construction can offer cost and
project execution benefits in remote locations.
Like the chemicals industry, we provide a significant amount of maintenance
services to our clients in the refining industry. Also like the chemicals
industry, we have established a number of formal alliances with various clients
in the refining industry. Some of these alliances have been both national and
international in scope.
Page 8
Infrastructure
--------------
We provide a broad range of planning, design, consulting, engineering,
construction and construction management services to our clients engaged in
civil construction projects throughout the United States, as well as in selected
countries overseas.
Transportation infrastructure development and rehabilitation have been a
mainstay of the Company's infrastructure business for many years. By integrating
a broad range of professional disciplines, we now provide comprehensive
planning, engineering, construction and program management services for
transportation facilities and systems. Interdisciplinary teams work
independently, or as an extension of agency staff, on highway, bridge, transit,
tunnel, airport, railroad, intermodal facility, and lock and dam projects.
Representative clients include state departments of transportation and district
agencies, the U.S. Army Corps of Engineers, branches of the U.S. military, and
private industry freight transport firms.
Contributing to the growth in this market is the Transportation Equity Act
for the 21st Century ("TEA-21"). Providing $218 billion in funding, TEA-21 is a
large, U.S. federal commitment to improving transportation infrastructure, and
allows considerable flexibility by state and local governments in selecting
projects. The Company's "concept through completion" approach to infrastructure
projects provides complete location selection, condition assessment,
environmental analyses, preliminary design, documentation, final design,
detailed construction planning, management, public involvement, resident
engineering and maintenance engineering management services to agencies
utilizing TEA-21 funding. Although TEA-21 will expire at the end of fiscal 2002,
hearings are currently under way to establish the next reauthorization.
As public pressure grows to accelerate the rehabilitation or expansion of
aging infrastructure, we are providing a wide range of project delivery
techniques as an alternate to the traditional design-bid-build process. An
increasing number of clients are using design-build as a means to accelerate
project completion, and we are involved in a number of large highway, bridge,
transit, and water projects throughout the United States. Public clients are
also utilizing program management contracts as a means to increase their
capacity to deliver major projects, and the Company has won several large
projects such as the Detroit Wastewater Treatment Expansion project and the St.
Louis MSD project.
The events of September 11, 2001 have caused our clients to re-focus on
security and the protection of public assets. As a result, we are providing
security assessment and implementation services to clients, including threat
assessments, risk assessments and vulnerability analyses, blast assessment and
hardening design, and chemical/biological agent detection, along with physical
security.
Our services in the area of water resources have helped public and private
sector clients develop and rehabilitate critical water resource systems.
Integrating water, wastewater, air quality, and hazardous waste remediation
experience provides these clients with the comprehensive expertise needed to
deliver complex projects. We provide planning, design, design-build, and program
and construction management services to a diverse market, including regional
wastewater treatment agencies, manufacturers and power generators, local water
suppliers, and military facilities. New state and federal government regulations
and funding authorizations under the Safe Drinking Water Act continue to
influence the environmental market. We are developing water/wastewater
conveyance systems and water resources management projects as two new specialty
markets. We have developed micro-tunneling as a primary service and have
successfully applied this specialized process to projects including water
distribution systems and pipelines.
Typical public sector projects include managing multi-project water and
wastewater capital improvement programs, delivering design-build
water/wastewater projects, conducting technology and planning studies, and
managing construction of major water/wastewater infrastructure projects.
Industrial services include planning, design and construction of air quality,
high purity water and industrial wastewater treatment systems.
Page 9
We believe that opportunities for construction-management and design-build
projects will continue to grow as these project delivery methods gain acceptance
in the public sector. Recent projects include program management/construction
management for rehabilitation and upgrade of the Hartsfield International
Airport in Atlanta, Georgia, program management for the St. Louis Metropolitan
Sewer District expansion, and construction management for the Los Angeles
International Airport.
Technology and Manufacturing
----------------------------
We provide a broad range of project services for a variety of technology,
manufacturing and test facilities.
Included in this category are projects involving highly complex test
facilities for clients in the aerospace and automotive industries. Typical
projects range from conceptual design and feasibility studies to complete
design/build programs of wind tunnels and engine test facilities; propulsion and
certification test facilities; power-train and other automotive component parts
test facilities; environmental and emissions test facilities; climatic test
facilities; and computer-based measurement and control systems. We believe we
are a leader in providing support to automotive manufacturers and component
suppliers for the supply of testing services and the management of test assets,
with test facility operations and maintenance contracts in place with both Ford
Motor Company and Delphi Automotive Systems.
Also included in this category are projects for clients operating in the
semiconductor industry. We provide design, engineering, procurement,
construction, and construction management services for a variety of clients in
this industry. Typical projects range from on-site plant engineering and tool
hook-ups, to multi-million dollar state-of-the-art wafer fabrication and crystal
growing facilities used to produce microprocessors for computers and other
consumer electronic devices. Generally, projects in the semiconductor industry
are very complex, requiring a greater emphasis on cleanroom, and similar
high-end technologies.
Pulp and Paper
--------------
We provide a broad range of engineering, construction, and maintenance
services to our clients in the pulp and paper industry. Typical projects in the
pulp and paper area range from small mill projects to complex, multi-million
dollar paper machine rebuilds, mill expansions and construction of new
facilities. As an example of the Company's capabilities to clients in this
industry, we recently completed the single largest engineering, procurement and
construction paper machine installation project in the United States for an
international newsprint producer.
Pulp and paper projects can and frequently do encompass many areas of a
mill, including pulping and bleaching, papermaking, chemical recovery, material
handling and power and steam generation. In the area of papermaking, our
expertise includes tissue and towel, coated and uncoated fine papers, newsprint
and linerboard. Our expertise and skills set also includes the converting and
packaging of paper products for distribution and consumer use. We have been
instrumental in the design and installation of state-of-the-art facilities for
recycled fiber, deinking and pulp bleaching. Chemical recovery and power
generation are also an integral part of the papermaking process. We have broad
experience in these areas and have applied our expertise in the engineering and
construction of such facilities for clients in the pulp and paper industry.
We also provide strategic planning and conceptual studies for many of our
clients, as well as environmental services relating to compliance with USEPA
emission standards. As an example, we recently provided detail design and
consulting services to one of the world's largest producers of pulp and paper
products for its environmentally-driven Cluster Rule related work at four
separate mills. The Company is now preparing to provide services for the next
compliance standards, MACT II. These standards govern NOx and sulphur oxide
(SOx) emissions in the pulp and paper industry.
Like certain other markets, we have established formal alliances with
various clients in the pulp and paper industry. Such alliances have allowed us
to expand the types of services we provide our clients, while improving the
overall quality and consistency of the engineering, construction, and
maintenance services such clients receive.
Page 10
Other
-----
Included in "Other" are projects not classified into any of the other
industry and market categories. This would include projects for clients in the
food and consumer products industries, as well as basic resources (such as
mining, minerals and fertilizers).
Backlog
- -------
For information regarding the Company's backlog, reference should be made
to Item 7. - Management's Discussion and Analysis of Financial Condition and
Results of Operations, incorporated by reference in this report.
Customers
- ---------
For the fiscal years ended September 30, 2001, 2000, 1999, 1998 and 1997,
revenues earned directly or indirectly from agencies of the U.S. federal
government accounted for 17.3%, 17.7%, 17.4%, 12.1% and 12.0%, respectively, of
total revenues. Due to the amount of pass-through costs (see "Contracts" below)
that may be incurred on construction and maintenance projects, it is not unusual
for a client in the private sector to account for more than 10% of consolidated
revenues in any given year. Such was the case in fiscal 1997 when one client in
the private sector accounted for 15.3% of total revenues.
Foreign Operations
- ------------------
For the fiscal years ended September 30, 2001, 2000, 1999, 1998 and 1997,
revenues from the Company's operations outside the United States comprised
approximately 22.3%, 16.4%, 15.8%, 20.2% and 23.5%, respectively, of total
revenues. For fiscal years 1997 through 1999, substantially all such revenues
related to the Company's offices in the United Kingdom, Ireland, France, Spain
and Italy, with a small portion relating to the Company's operations in India.
As a result of the Stork acquisition (parts of which were completed in fiscal
2000 and fiscal 2001), we expanded our European operations into the Netherlands,
Belgium and Germany, and we acquired operations in South East Asia. As a result
of the GIBB acquisition (which was completed in fiscal 2001), we further
expanded our business in the United Kingdom, and acquired operations in the
Middle East. Revenues earned over the past five years from the Company's
operations in Mexico, South America and Australia were not material.
Contracts
- ---------
While there is considerable variation in the pricing provisions of the
contracts undertaken by the Company, our contracts can generally be grouped into
three broad categories: Cost-reimbursable; fixed-price and guaranteed maximum
price. The following table sets forth the percentages of total revenues
represented by these types of contracts during each of the five fiscal years
ended September 30:
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Cost-reimbursable 81% 77% 73% 81% 82%
Fixed-price 16 18 22 18 16
Guaranteed maximum price 3 5 5 1 2
In accordance with industry practice, most of the Company's contracts are
subject to termination at the discretion of the client. Contracts typically
provide for reimbursement of costs incurred and payment of fees earned through
the date of such termination.
Page 11
When we are directly responsible for engineering, design, procurement and
construction of a project or the maintenance of a process plant, we reflect the
costs of materials, equipment and subcontracts in both revenues and costs. On
other projects, where the client elects to pay for such items directly, these
amounts are not reflected in either revenues or costs. The following table
presents the approximate amount of such pass-through costs included in revenues
for each of the five fiscal years ended September 30 (in millions):
2001 2000 1999 1998 1997
----------- ----------- ----------- ----------- -----------
$ 1,272.9 $ 1,442.1 $ 1,167.0 $ 1,066.4 $ 919.6
Cost-reimbursable contracts
---------------------------
Cost-reimbursable contracts provide for reimbursement of costs incurred by
the Company plus a predetermined fee, or a fee based on a percentage of the
costs incurred. The Company prefers this type of contract since it believes that
the primary basis for its selection should be its technical expertise and
professional qualifications rather than price considerations.
Fixed-price contracts
---------------------
Fixed-price contracts include both "negotiated fixed-price" contracts and
"lump sum bid" contracts. Under a negotiated fixed-price contract, the Company
is first selected as the contractor, and then the contract price is negotiated.
Negotiated fixed-price contracts frequently exist in single-responsibility
arrangements where the Company has the opportunity to perform engineering and
design work before negotiating the total price of the project. Under lump sum
bid contracts, the Company must bid against other contractors based upon
specifications furnished by the client. This type of pricing presents certain
inherent risks, including the possibility of ambiguities in the specifications,
problems with new technologies and economic and other changes that may occur
over the contract period, that are reduced by the negotiation process. Thus,
although both types of contracts involve a firm price for the client, the lump
sum bid contract provides the greater degree of risk to the Company. However,
because of economies that may be realized during the contract term, both
negotiated fixed-price and lump sum bid contracts may offer greater profit
potential than the other types of contracts. Over the past five years, most of
the Company's fixed price work has been either negotiated fixed-price contracts,
or lump-sum bid contracts for services (rather than turn-key construction).
Guaranteed maximum price contracts
----------------------------------
Guaranteed maximum price contracts are performed in the same manner as
cost-reimbursable contracts; however, the total actual cost plus the fee cannot
exceed the guaranteed price negotiated with the client. If the total actual cost
of the contract exceeds the guaranteed maximum price, then the Company will bear
all or a portion of the excess. In those cases where the total actual cost and
fee are less than the guaranteed price, the Company will often share the savings
on a predetermined basis with the client.
Page 12
Competition
- -----------
The Company is engaged in a highly competitive business. Some of our
competitors are larger than us, or are subsidiaries of larger companies, and
therefore may possess greater resources than the Company. Furthermore, because
the engineering and technical support aspects of the business does not usually
require large amounts of capital, there is relative ease of market entry for a
new potential entrant possessing acceptable professional qualifications.
Accordingly, we compete with both national and international firms in sizes
ranging from very large, to a wide variety of small, regional and specialty
firms.
The extent of the Company's competition varies according to the industries
and markets it serves, as well as the geographic areas in which the Company
operates. The Company's largest competitors for engineering, construction and
maintenance services for process plants include Bechtel Group, Inc., Fluor
Corporation, Foster Wheeler Corp., Washington Group International, Parsons
Corporation, Kellogg Brown & Root, and Kvaerner. In the area of buildings, the
Company's competitors include several of the competitors previously mentioned,
as well as HDR, Inc., Hellmuth, Obata & Kassabaum, AeCOM Technology and Day &
Zimmermann. In the area of civil engineering and construction, the Company's
competitors include several of the competitors previously mentioned, as well as
Parsons Brinckerhoof, HNTB and W.S. Atkins. In the area of pulp and paper, the
Company's principal competitors include BE&K, Kellogg Brown & Root, and
Washington Group International. And in the area of U.S. federal programs, the
Company's principal competitors include several of the companies listed above,
as well as AlliedSignal, BDM, and other specialized companies such as IT Group,
Inc. and Roy F. Weston.
Employees
- ---------
At September 30, 2001, the Company had approximately 20,600 full-time,
staff employees. Additionally, as of September 30, 2001, there were
approximately 8,700 persons employed by the Company in the field on a project
basis. The number of field employees varies in relation to the number and size
of the maintenance and construction projects in progress at any particular time.
Page 13
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to the requirements of Item 401(b) and 401(e) of Regulation
S-K, the following information is being furnished with respect to the Company's
executive officers:
Year Joined the
Name Age Position with the Company Registrant
- -------------------------------- --- --------------------------------------------------- ----------
Joseph J. Jacobs 85 Director and Chairman of the Board 1947
Noel G. Watson 65 President, Chief Executive Officer and Director 1965
Richard E. Beumer 63 Director and Vice Chairman of the Board 1999
Thomas R. Hammond 50 Executive Vice President, Operations 1975
Craig L. Martin 52 Executive Vice President, Global Sales 1994
Richard J. Slater 55 Executive Vice President, Operations 1980
Walter C. Barber 60 Group Vice President, Asia 1999
Andrew E. Carlson 68 President, Jacobs Construction Services, Inc. 1990
Robert M. Clement 53 Group Vice President, International Operations 1990
Warren M. Dean 57 Group Vice President, Facilities 1994
Peter M. Evans 56 Group Vice President, Central Region 2001
Stephen K. Fritschle 58 Group Vice President, Field Services 1989
Michael J. Higgins 57 Group Vice President, Civil 1994
George A. Kunberger, Jr. 49 Group Vice President, Northern Region 1975
Gregory J. Landry 53 Group Vice President, Field Services 1984
John McLachlan 55 Group Vice President, International Operations 1974
Robert T. McWhinney 61 Group Vice President, Consulting Operations 2001
H. Gerard Schwartz, Jr. 63 Group Vice President, Civil 1999
Rogers F. Starr 58 President, Sverdrup Technology, Inc. 1999
Philip J. Stassi 46 Group Vice President, Western Region 1977
Allyn B. Taylor 53 Group Vice President, Southern Region 1993
James W. Thiesing 57 Group Vice President, Federal Operations 1992
William C. Markley, III 56 Senior Vice President, General Counsel
and Secretary 1981
Michael P. Miller 41 Senior Vice President, Information Technology 2001
John W. Prosser, Jr. 56 Senior Vice President, Finance and
Administration and Treasurer 1974
Laurence R. Sadoff 54 Senior Vice President, Quality and Safety 1993
Nazim G. Thawerbhoy 54 Senior Vice President and Controller 1979
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. Beumer, Barber, Evans, Schwartz, Starr, McWhinney and Miller, have
served in executive and senior management capacities with the Company for more
than five years.
Prior to joining the Company in 1999, Messrs. Beumer, Schwartz and Starr
were part of the senior management of Sverdrup Corporation, or one of its
subsidiaries, for more than five years. Prior to joining the Company in 1999,
Mr. Barber served as President and Chief Executive Officer ("CEO") of GTI, INC.
(an environmental services firm) for more than five years. Prior to joining the
Company in 2001, Mr. Evans served as President of Stone & Webster Engineers &
Constructors, Inc. from February 1999 to May 2000; as Executive Vice President
of Kellogg Brown & Root from October 1998 to February 1999; and as President and
Chief Operating Officer of MW Kellogg from October 1996 to October 1998. Prior
to joining the Company in 2001, Mr. McWhinney served as President and CEO of
Stone & Webster Management Consultants, Inc. from February 1997 to December
2000, and as Senior Vice President of International Resources Group, Ltd. from
September 1995 to September 1996. In June 2000, Stone & Webster, Inc. filed a
voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy
Code. Mr. Miller served as Senior Vice President of Technology for Precision
Response Corporation, a division of USA Networks, from April 1999 until he
joined the Company in 2001. He served as Chief Technology Officer for Aegis
Communications Group, Inc. from July 1997 to
Page 14
March 1999, and as Chief Information Officer for Softbank Exposition and
Conference Company from August 1995 to March 1997.
Item 2. PROPERTIES
The Company owns and leases offices for its technical professional and
administrative staff. It also owns property (located in Charleston, South
Carolina) which is the principal manufacturing facility for the Company's
modular construction activities. The total amount of space used by the Company
for all its operations is approximately 4.1 million square feet. The following
is a representative list of the Company's principal locations:
Country State Cities
- -------------------- ------------------- ---------------------------------------------
U.S.A. California Pasadena, Cypress, Ridgecrest, Sacramento,
and Walnut Creek.
Arizona Phoenix.
Colorado Golden (Denver).
Florida Lakeland, Jacksonville, Orlando, and Tampa.
Indiana Indianapolis.
Louisiana Baton Rouge.
Massachusetts Boston.
Michigan Auburn Hills, Dearborn, Detroit, and Novi.
Missouri St. Louis.
New Mexico Albuquerque.
New York New York and Purchase.
North Carolina Raleigh.
Ohio Cincinnati, and Beavercreek.
Oregon Lake Oswego (Portland).
Pennsylvania Conshohocken, and Philadelphia.
South Carolina Greenville, and Charleston.
Texas Houston.
Tennessee Nashville, Oak Ridge, and Tullahoma.
Virginia Arlington
Washington Bellevue (Seattle).
Wisconsin DePere (Green Bay).
United Kingdom - Birmingham, Croydon, Glasgow, London,
Manchester, Reading, and York.
Republic of Ireland - Cork, and Dublin.
France - Paris, and Lyon.
Italy - Milan.
Spain - Madrid.
The Netherlands - Leiden, Rotterdam, and Meerssen.
Belgium - Antwerp.
Germany - Magdeburg.
[continued]
Page 15
Item 2. PROPERTIES - Continued
Country State Cities
- ----------------------- ------------------ -------------------------------------
Singapore - Singapore.
India - Mumbai, New Delhi, and Calcutta.
United Arab Emirates - Abu Dhabi.
Oman - Muscat.
Poland - Warsaw.
Portugal - Lisbon.
Turkey - Istanbul.
Mexico - Mexico City.
Australia - Canberra.
Chile - Santiago.
In addition to these properties, the Company leases smaller, project
offices located throughout the United States and in certain other countries
around the world. The Company maintains sales offices at many of its principal
locations. The Company has equipment yards located in Houston, Texas and Baton
Rouge, Louisiana. The majority of the Company's offices are leased. The Company
also rents a portion of its construction equipment on a short-term basis.
Item 3. LEGAL PROCEEDINGS
In the normal course of business, the Company is subject to certain
contractual guarantees and litigation. Generally, such guarantees relate to
project schedules and plant performance. Most of the litigation involves the
Company as a defendant in workers' compensation, personal injury and other
similar lawsuits. In addition, as a contractor for many agencies of the United
States Government, the Company is subject to many levels of audits,
investigations and claims by, or on behalf of, the government with respect to
its contract performance, pricing, costs, cost allocations and procurement
practices.
Management believes, after consultation with counsel, that such guarantees,
litigation, and United States Government contract-related audits, investigations
and claims should not have any material adverse effect on the Company's
consolidated financial statements.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
Page 16
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this Item is hereby incorporated by reference
from Exhibit C to the Company's definitive proxy statement to be filed with the
Commission pursuant to Regulation 14A within 120 days after the close of the
Company's fiscal year.
Item 6. SELECTED FINANCIAL DATA
The information required by this Item is hereby incorporated by reference
from Exhibit C to the Company's definitive proxy statement to be filed with the
Commission pursuant to Regulation 14A within 120 days after the close of the
Company's fiscal year.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this Item is hereby incorporated by reference
from Exhibit C to the Company's definitive proxy statement to be filed with the
Commission pursuant to Regulation 14A within 120 days after the close of the
Company's fiscal year.
Item 7A. QUALITATIVE and QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is hereby incorporated by reference
from Exhibit C to the Company's definitive proxy statement to be filed with the
Commission pursuant to Regulation 14A within 120 days after the close of the
Company's fiscal year.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL AND
DISCLOSURE MATTERS
Not applicable.
Page 17
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Paragraph (a) and Paragraphs (c) through (g) of
Item 401 and by Item 405 of Regulation S-K is hereby incorporated by reference
from the Company's definitive proxy statement to be filed with the Commission
pursuant to Regulation 14A within 120 days after the close of the Company's
fiscal year.
See the information under the caption "Executive Officers of the Company"
in Part I of this report for information required by Paragraph (b) of Item 401
of Regulation S-K.
Item 11. EXECUTIVE COMPENSATION
The information required by this Item is hereby incorporated by reference
from the Company's definitive proxy statement to be filed with the Commission
pursuant to Regulation 14A within 120 days after the close of the Company's
fiscal year.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is hereby incorporated by reference
from the Company's definitive proxy statement to be filed with the Commission
pursuant to Regulation 14A within 120 days after the close of the Company's
fiscal year.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is hereby incorporated by reference
from the Company's definitive proxy statement to be filed with the Commission
pursuant to Regulation 14A within 120 days after the close of the Company's
fiscal year.
Page 18
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The Company's consolidated financial statements at September 30, 2001
and 2000 and for each of the three years in the period ended September
30, 2001, together with the report of the independent auditors on
those consolidated financial statements are hereby incorporated by
reference from Exhibit 13 to this report.
(b) Not applicable.
(c) Exhibits and Index to Exhibits:
2.1 Agreement and Plan of Merger Among Sverdrup Corporation, Jacobs
Engineering Group Inc., and Jacobs Acquisition Corp, dated as of
December 21, 1998. Filed as Exhibit 99.1 to the Registrant's
Current Report on Form 8-K dated January 14, 1999 and
incorporated herein by reference.
3.1 Certificate of Incorporation of the Registrant, as amended. Filed
as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q
for the period ended June 30, 1995 and incorporated herein by
reference.
3.2 Bylaws of the Registrant. Filed as Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the year ended
September 30, 1999 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 8.04 of Article VIII 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 10.2 to the
Registrant's Annual Report on Form 10-K for the year ended
September 30, 1999 and incorporated herein by reference.
10.2 Agreement dated as of November 30, 1993 between the Registrant
and Dr. Joseph J. Jacobs. Filed as Exhibit 10.3 to the
Registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 1995 and incorporated herein by reference.
+ 10.3 Agreement dated as of December 3, 2001 between the Registrant
and Dr. Joseph J. Jacobs.
10.4 The Executive Security Program of Jacobs Engineering Group Inc.
Filed as Exhibit 10.4 to the Registrant's Quarterly Report on
Form 10-Q for the period ended June 30, 1995 and incorporated
herein by reference.
10.5 Jacobs Engineering Group Inc. and Subsidiaries 1991 Executive
Deferral Plan, effective June 1, 1991. Filed as Exhibit 10.5 to
the Registrant's Quarterly Report on Form 10-Q for the period
ended March 31, 1995 and incorporated herein by reference.
Page 19
10.6 Jacobs Engineering Group Inc. and Subsidiaries 1993 Executive
Deferral Plan, effective December 1, 1993. Filed as Exhibit 10.6
to the Registrant's Quarterly Report on Form 10-Q for the period
ended March 31, 1995 and incorporated herein by reference.
+ 10.7 Jacobs Engineering Group Inc. Amended and Restated Executive
Deferral Plan.
10.8 The Jacobs Engineering Group Inc. 1989 Employee Stock Purchase
Plan, as Amended and Restated. Filed as Exhibit 4.1 to the
Registration Statement on Form S-8 filed by the Registrant on
May 4, 2001, and incorporated herein by reference.
10.9 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.
10.10 Form of Indemnification Agreement entered into between the
Registrant and its officers and directors. Filed as Exhibit
10.10 to the Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1995 and incorporated herein by reference.
+ 10.11 Jacobs Engineering Group Inc. 401(k) Plus Savings Plan and
Trust, as Amended and Restated August 1, 2000.
+ 10.12 Jacobs Engineering Group Inc. 1999 Stock Incentive Plan, as
Amended.
10.13 Jacobs Engineering Group Inc. 1999 Outside Director Stock Plan.
Filed as Exhibit II to the Registrant's Annual Notice and Proxy
Statement dated January 3, 2000 and incorporated herein by
reference.
11. Statement of computation of net income per outstanding share of
common stock is hereby incorporated by reference from Exhibit C
to the Registrant's Notice of 2002 Annual Meeting of
Shareholders and Proxy Statement, copies of which are being
delivered to (but not filed with, except to the extent
incorporated herein) the Commission as an exhibit to this
report.
+ 13. Exhibit C to the Registrant's Notice of 2002 Annual Meeting of
Shareholders and Proxy Statement (which contains the
consolidated financial statements and financial information of
Jacobs Engineering Group Inc. and subsidiaries for the fiscal
year ended September 30, 2001).
+ 21. List of Subsidiaries of Jacobs Engineering Group Inc.
+ 23. Consent of Independent Auditors.
_____________________________________________
+ Being filed herewith.
Page 20
UNDERTAKINGS
For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned Registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into the Registrant's Registration Statements on Form
S-8 Nos. 333-67048 (relating to the Jacobs Engineering Group Inc. Global
Employee Stock Purchase Plan filed with the Commission on August 7, 2001),
333-38974 (relating to the Jacobs Engineering Group Inc. 1999 Stock Incentive
Plan, filed with the Commission on June 9, 2000), 333-38984 (relating to the
Jacobs Engineering Group Inc. Outside Director Stock Plan, filed with the
Commission on June 9, 2000), 333-60296 (relating to the Jacobs Engineering Group
Inc. 1989 Employee Stock Purchase Plan, filed with the Commission on May 4,
2001), and 333-45475 (relating to the Jacobs Engineering Group Inc. 1981
Executive Incentive Plan, filed with the Commission on February 3, 1998):
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by final adjudication of such issue.
Page 21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
JACOBS ENGINEERING GROUP INC.
Dated: December 21, 2001 By: /s/ Noel G. Watson
------------------------------
Noel G. Watson
President, Chief Executive Officer and
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 Company
and in the capacities and on the dates indicated:
Signature Title Date
/s/ Noel G. Watson Director December 21, 2001
-----------------------------------
Noel G. Watson Principal Executive Officer
/s/ Joseph J. Jacobs Director December 21, 2001
-----------------------------------
Joseph J. Jacobs
/s/ Richard E. Beumer Director December 21, 2001
-----------------------------------
Richard E. Beumer
/s/ Peter H. Dailey Director December 21, 2001
-----------------------------------
Peter H. Dailey
Director December __, 2001
___________________________________
Robert C. Davidson, Jr.
/s/ Robert B. Gwyn Director December 21, 2001
-----------------------------------
Robert B. Gwyn
/s/ Linda K. Jacobs Director December 21, 2001
-----------------------------------
Linda K. Jacobs
/s/ J. Clayburn LaForce Director December 21, 2001
-----------------------------------
J. Clayburn LaForce
/s/ Linda Fayne Levinson Director December 21, 2001
-----------------------------------
Linda Fayne Levinson
Director December __, 2001
___________________________________
Benjamin F. Montoya
/s/ David M. Petrone Director December 21, 2001
-----------------------------------
David M. Petrone
/s/ James L. Rainey, Jr. Director December 21, 2001
-----------------------------------
James L. Rainey, Jr.
Page 22
SIGNATURES - Continued
Senior Vice President
Finance and Administration,
and Treasurer (Principal
/s/ John W. Prosser, Jr. Financial Officer) December 21, 2001
-----------------------------------
John W. Prosser, Jr.
Senior Vice President and
Controller (Principal Accounting
/s/ Nazim G. Thawerbhoy Officer) December 21, 2001
-----------------------------------
Nazim G. Thawerbhoy
Page 23