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2000
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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, 2000
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 $1,035,040,000 as of December 26, 2000, 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 26, 2000, the Registrant had outstanding 26,460,082 shares of its
common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement issued in connection
with its 2001 Annual Meeting of Shareholders (Part II and Part III).
================================================================================
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PART I
Item 1. BUSINESS
General
-------
Jacobs Engineering Group Inc. (the "Company") is one of the largest
professional services firms in the United States providing a broad range of
project services; process, scientific and systems consulting services;
operations and maintenance services; and construction services to a broad range
of industrial, commercial and governmental clients. The Company provides its
services through offices and subsidiaries located in the United States, Europe,
Asia, Mexico, Chile and Australia.
The Company focuses its 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, the Company has grown its business
through both internal initiatives and strategic mergers and acquisitions. These
merger and acquisition transactions have allowed the Company to (i) expand or
enhance the range of services it provides its clients; (ii) expand its client
base; and (iii) provide access to new geographical areas.
In February 2000, the Company completed the first phase of an
anticipated two-part transaction to acquire all of the engineering and
contracting business of Stork N.V., the Netherlands. The Stork Phase I entities
employ approximately 1,500 professional technical staff in offices located
principally in Belgium, Germany, Southeast Asia and certain locations in the
Netherlands. These entities provide a broad range of engineering and
construction management services to clients in the refining, chemicals, basic
resources and facilities industries, among others.
In January 1999, the Company completed its merger with the Sverdrup
Corporation ("Sverdrup"). As a result of this transaction, Sverdrup became a
wholly-owned subsidiary of the Company. 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 the Company's 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. The merger was accounted for as a
purchase, and the results of operations of Sverdrup have been included in the
Company's consolidated results of operations since January 1999.
In Fiscal 1997, the Company acquired The Serete Group (headquartered
in Paris, France). This acquisition provided the Company with an established
presence in France, Spain and Italy. It added professional staff, and enhanced
the Company's existing engineering capabilities. It also expanded the Company's
client base in several key market groups. Also in Fiscal 1997, the Company
increased its ownership interest (such that the Company became the majority
owner) in Humphreys & Glasgow Consultants Limited (headquartered in Mumbai,
India). This acquisition gave the Company access to the Southern Asia market,
expanded the Company's client base and added professional staff.
In addition to the particular advantages described above, these
acquisitions have allowed the Company to grow its relationships with its major
clients. By expanding into new geographical areas, and by adding to its
existing technical and project management capabilities, the Company strives to
position itself as a preferred, single-source provider of professional services
to its major clients.
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The Company is a Delaware corporation and was originally incorporated
in 1957 as a successor to a business organized by Dr. Joseph J. Jacobs in 1947.
The Company's common stock has been publicly held since 1970 and is currently
listed on the New York Stock Exchange.
Services Provided
-----------------
The Company offers four broad categories of professional services:
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
Company will often establish a relationship with a client when it is awarded a
contract for the initial phases of an engineering and/or construction project.
These services may include feasibility studies, consulting or design work.
Because of the range of technical expertise the Company possesses, it is often
retained for additional work as the project develops. The scope of services
provided by the Company, therefore, ranges from consulting to complete single-
responsibility contracts.
The following table sets forth the total revenues of the Company from
each of its four basic service categories for each of the five years ended
September 30, 2000 (in thousands of dollars):
<TABLE>
<CAPTION>
1996 1997 1998 1999 2000
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Project Services $ 655,248 $ 734,619 $ 861,608 $1,318,027 $1,809,309
Process, Scientific and
Systems Consulting 12,950 11,587 11,163 87,990 118,232
Operations and
Maintenance 245,667 264,622 266,798 474,511 521,609
Construction 885,105 769,788 961,576 994,479 969,792
---------- ---------- ---------- ---------- ----------
$1,798,970 $1,780,616 $2,101,145 $2,875,007 $3,418,942
========== ========== ========== ========== ==========
</TABLE>
Project Services
----------------
The Company employs 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. The Company also employs 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, the Company can provide a wide range of
services as an agent for its clients. The Company may act as the program
director, whereby it oversees, on behalf of the owner of the project, the
complete planning, design and construction phases of the project, or, its
services may be limited to providing construction consulting.
Process, Scientific and Systems Consulting
------------------------------------------
The Company employs 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.
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Also included in "Process, Scientific and Systems Consulting" are the
professional and program management services required to assist clients
(typically, 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 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,
the Company provides 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 include providing all of the management and technical support
services to operate and maintain engine test facilities, weapons integration and
high-tech simulation and verification centers. Such O&M contracts frequently
require the Company to provide facilities management and maintenance services,
utilities operations and maintenance services, property management and
disposition and construction support services.
Also included in this category are plant maintenance services. Plant
maintenance services generally include 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. The Company employs sophisticated
computer scheduling and programming to complete turnaround projects quickly and
it maintains contact with a large pool of skilled craftsmen it can hire as
needed on maintenance and turnaround projects.
Although the profit margins that can be realized from O&M services are
generally lower than those associated with the other services the Company
provides, the costs to support maintenance activities are also generally lower
than those associated with the Company's other services. 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
------------
The Company provides traditional field construction services to
private and public sector clients in virtually all of the industries to which it
provides project services. The Company can also provide its clients with
Advanced Construction Technology ("ACT")(R). ACT is an advanced form of off-site
engineering and design, fabrication, assembly and field erection. ACT 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 the Company to provide environmental
remedial construction services.
Historically, the Company's field construction activities have been
focused primarily on those construction projects for which the Company performed
the related engineering and design work. By focusing its construction efforts on
such projects, the Company seeks to avoid the risk of constructing complex
plants and facilities based on designs prepared by others. 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.
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The Company actively markets all of its services to clients on
projects where the scope of services required is within the Company's fields of
expertise. The Company believes that by integrating and bundling its services
(i.e., providing design, engineering and construction services on the same
project) it can price its services more competitively and can enhance the
overall contract profitability. The Company also believes that clients benefit
from such an approach because they can look to the Company as a single-source
provider of design/build services. However, the Company will continue to pursue
construction-only projects where it can negotiate pricing and other contract
terms acceptable to the Company.
Industry Groups and Markets
---------------------------
The Company focuses its efforts on 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. The Company
believes these industry groups and markets have sufficient common needs to
permit cross-utilization of the Company's resources which help to mitigate the
negative effects of a downturn in a single industry.
The following table sets forth the total revenues of the Company from
each of these industry groups and markets for each of the five years ended
September 30, 2000 (in thousands of dollars):
<TABLE>
<CAPTION>
1996 1997 1998 1999 2000
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Chemicals and
Polymers $ 396,515 $ 490,347 $ 785,727 $ 796,501 $ 693,034
Federal Programs 145,275 201,643 169,474 481,302 614,048
Buildings 175,645 169,286 314,293 454,589 539,691
Pharmaceuticals and
Biotechnology 147,840 140,545 211,501 373,520 481,947
Exploration, Production
and Refining 417,739 248,799 255,579 243,311 280,942
Infrastructure 11,135 11,748 11,278 218,828 238,278
Technology and
Manufacturing 268,520 335,627 128,501 173,023 213,557
Pulp and Paper 170,552 154,135 191,595 99,189 254,861
Other 65,749 28,486 33,197 34,744 102,584
---------- ---------- ---------- ---------- ----------
$1,798,970 $1,780,616 $2,101,145 $2,875,007 $3,418,942
========== ========== ========== ========== ==========
</TABLE>
Chemicals and Polymers
----------------------
The Company has always considered the chemicals industry a cornerstone
of its business. Revenues from this industry group have consistently accounted
for a significant share of each year's total revenues. Historically, whenever
the Company has sought to expand its business, the impact of such expansion on
the Company's chemicals business has always been an important 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. The Company has provided
technical, financial, marketing and business consulting services for many of the
largest chemical manufacturers in the world. The Company has performed merger
and acquisition due diligence, feasibility studies, as well as preliminary and
detailed design and engineering services, construction, and construction
management services for its 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. The
Company has also completed projects dealing with the modernization and upgrading
of polyethylene and liquid polymer production facilities. The Company has
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.
A significant aspect of the Company's service to this industry is in
the area of contract maintenance. The Company has contracts with several major
chemical producers to provide on-site
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maintenance and turnaround activities. Many of these contracts are evergreen in
nature and tend to be extended over many years.
Another important aspect of our chemicals business has been the
development of performance-based partnering relationships (alliances) with
clients. In an alliance, the Company contracts with the client to perform a
broad range of services, as the client requires. Projects can range from
providing on-site engineering services, to completion of an entire capital
improvement program. Occasionally, a small initial evaluation of a chemical
market or facility analysis performed for a client expands to include fully-
integrated engineering, procurement, construction and construction management
services.
Federal Programs
----------------
The Company's Federal Programs can generally be categorized as
relating to either environmental programs, or defense and aerospace programs.
Environmental
-------------
The Company believes it is one of the leading providers of
environmental engineering and consulting services, including hazardous waste
management and site cleanup and closure in the United States and abroad. Many of
the projects for the U.S. 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"). The Company is currently providing
environmental investigation, restoration, engineering, construction and site
operations and maintenance services for a number of U.S. federal government
agencies including the U.S. Department of Energy ("DOE"), the Department of
Defense ("DOD") and the U.S. Environmental Protection Agency ("USEPA").
As a part of its environmental restoration work, the Company provides
support in such things as underground storage tank (UST) removal, contaminated
soil and water remediation, building demolition and decommissioning, long-term
monitoring, and design, build, installation, operation and maintenance of
various types of soil and groundwater cleanup systems at multiple project
locations across the United States 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. In addition to contracts involving the remediation of contaminated
sites, the government has let contracts to private contractors to provide full
operations and maintenance services to entire government facilities.
The Company provides 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.
Defense and Aerospace
---------------------
The Company provides a wide range of professional services for a
variety of 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. The Company also operates and maintains
aerodynamic, propulsion, and space facilities and systems for government clients
at more than a dozen test centers.
The Company has been a provider of technical services to the DOD for
more than 50 years, and currently supports defense programs in more than a dozen
locations, both in the U.S. and internationally. In addition to operating and
maintaining several DOD test centers, the Company's support includes services
such as aerodynamic testing of next-generation fighter aircraft; propulsion
testing for space programs; launch of Titan, Atlas, and Delta rockets and
payloads; and support to weapons systems such
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as air-to-air missile systems and precision guided, smart weapons used for
various high-value targets. The Company also supports DOD in a number of
information technology programs, including networks, command and control
technology, intelligence, and information warfare.
The Company also provides technical assistance and program management
support at several NASA facilities. The Company provides 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. The company
provides 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. The company believes it
is 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.
The Company is focused in major growth markets 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 justice 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. The Company also provides design and
construction-related services for higher education facilities, office complexes,
corporate buildings, municipal and civic facilities, shopping and commercial
centers, leisure parks and multiplex cinemas. The Company serves a diversified
client base encompassing both public and private sector clients.
The Company provides and/or manages 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. The Company provides its 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 multi-year services to many clients with whom the company has a long
tenure of successful service. For larger programs, the company sometimes teams
with other companies in the execution of the program. The company also provides
"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
---------------------------------
The Company furnishes its full line of services to its clients in the
pharmaceutical and biotechnology industry. The scope of services the Company
provides its 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, the Company is fully capable of executing the
industry's largest capital programs on a single-responsibility basis.
Typical projects for clients in this industry include laboratories,
research and development facilities, vivariums, 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"). In addition, state-
of-the-art technology and know-how are critical to the Company's
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clients. These include 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 Company's role to its clients in
this industry has expanded to deliver capital projects sooner and more
efficiently. The Company has local, cost effective professional technical
resources in areas of major pharmaceutical and biotechnology concentration, and
provides single-point EPCMV (engineering, procurement, construction, maintenance
and validation) project delivery. The Company continues to enhance its 3-D
design capabilities, as well as other technological aspects of its EPCMV
services, in order to better serve its 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.
The Company also has established formal alliances with numerous
clients in the pharmaceutical and biotechnology industry.
Exploration, Production and Refining
------------------------------------
The Company provides its full line of services to its clients in the
exploration, production and refining industries. Typical projects in the this
area include retrofits, revamps or expansions of existing plants, upgrading
individual process units within refineries, new construction and maintenance
services. The Company also provides a broad range of consulting services to its
clients, including process assessments, feasibility studies, technology
evaluations and multi-client studies. Although the Company's 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. Several specific regulations are providing
a driving force for project work by the Company to the refining industry. Tier
II fuel regulations will require desulfurization projects to remove sulfur in
gasoline and diesel fuels. The recent call for removal of MTBE from gasoline may
also require capital investment to replace the volume and octane lost by its
removal. Increases in crude oil prices and prices for refined products has
helped to create an economic environment where capital projects deemed unlikely
several years ago are now being considered. The Company is actively involved in
both such regulations- and economically- driven projects.
The Company has also utilized its Advanced Construction Technology
capabilities (i.e., modular construction) on a number of projects in the
refining and petroleum industry. In the U.S. and European refining industries,
many projects involve the revamp of an existing processing unit, or the addition
of a new process to an existing refinery. As a result of the close proximity of
processing units in these refineries, the Company believes the use of off-site
construction can decrease congestion at the construction site. The Company also
believes that modular construction can offer cost and project execution benefits
in remote locations.
Like the chemicals industry, the Company provides a significant amount
of maintenance services to its clients in the refining industry. Also like the
chemicals industry, the Company has established a number of formal alliances
with various clients in the refining industry. Some of these alliances have been
national in scope.
Infrastructure
--------------
The Company provides a broad range of planning, design, consulting,
engineering, construction and construction management services to its clients
engaged in civil construction projects throughout the United States, as well as
in selected countries overseas. Typical projects in this area include
transportation and water resources type projects.
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Transportation infrastructure development and rehabilitation have been
a mainstay of Sverdrup's infrastructure business for many years. By integrating
a broad range of professional disciplines, the Company provides 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 over five years - with
considerable state and local flexibility in project selection - TEA-21 is a
large, U.S. federal commitment to improving transportation infrastructure. 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.
As public sector acceptance of design-build delivery grows, the
Company has won and/or successfully completed large-scale projects such as the
St. George Island Bridge Replacement Project in Florida, expansion of the
Hartsfield International Airport in Atlanta, and an 11-mile extension of the
Tren Urbano Subway System in Puerto Rico.
The Company's 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. The Company provides 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. The Company
is developing water/wastewater conveyance systems and water resources management
projects as two new specialty markets.
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.
The Company believes 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 Detroit
Wastewater Treatment plant, construction management/project management for
replacement of the Cooper River Bridge in Charleston, South Carolina, and
construction management services for the San Diego, California Metropolitan
Wastewater Department Capital Improvement Program.
Technology and Manufacturing
----------------------------
The Company provides 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; powertrain and other automotive component parts
test facilities; environmental and emissions test facilities; climatic test
facilities; and computer-based measurement and control systems. The Company
believes it is a leader in providing support to automotive manufacturers and
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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. The Company provides engineering, procurement,
construction, and construction management services to its clients in this
industry. Typical projects in this industry 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
--------------
The Company provides a broad range of engineering and construction
services to its 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. Currently, the Company is performing 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,
the Company's expertise includes tissue and towel, coated and uncoated fine
papers, newsprint and linerboard. The Company's expertise also includes the
converting and packaging of paper products for distribution and consumer use.
The Company has been instrumental in the design and installation of state-of-
the-art facilities for recycle fiber, deinking and pulp bleaching. Chemical
recovery and power generation are an integral part of the papermaking process.
The Company has broad experience in these areas and has applied its expertise in
the engineering and construction of such facilities for the pulp and paper
industry.
Additionally, the Company provides strategic planning and conceptual
studies for many of its clients, as well as environmental services relating to
compliance with USEPA emission standards. As an example, the Company is
currently providing detail design and consulting services to International Paper
for its environmentally-driven Cluster Rule related work at three of their
mills.
Like certain other markets, the Company has established formal
alliances with various clients in the pulp and paper industry. Such alliances
have allowed the Company to expand the services it provides its clients, while
improving the overall quality and consistency of the engineering and
construction services such clients receive.
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 (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.
Page 9
<PAGE>
Customers
---------
For the years ended September 30, 1996, 1997, 1998, 1999 and 2000,
revenues directly or indirectly from agencies of the U.S. federal government
accounted for 8.7%, 12.0%, 12.1%, 17.4% and 17.7%, 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. For the fiscal years 1996 through 2000, inclusive,
one client in the private sector accounted for 15.3% of total revenues in 1997.
Foreign Operations
------------------
For the years ended September 30, 1996, 1997, 1998, 1999 and 2000,
revenues from the Company's international operations comprised approximately
10.3%, 23.5%, 20.2%, 15.8% and 16.4%, respectively, of consolidated revenues.
Prior to fiscal 1997, substantially all such revenues related to the Company's
offices in the U.K. and Ireland. In 1997, as discussed above, the Company
completed the acquisitions of the Serete Group (with operations in France, Spain
and Italy) and HGC India. And then in February 2000, the Company completed the
first phase of an anticipated two-part transaction to acquire all of the
engineering and contracting business of Stork N.V., the Netherlands. The Stork
Phase I entities operate from offices located principally in Belgium, Germany,
Southeast Asia and certain locations in the Netherlands. Revenues earned in
fiscal 1997, 1998, 1999 and 2000 from the Company's offices in Mexico, Chile and
Australia were not material.
Contracts
---------
While there is considerable variation in the pricing provisions of the
contracts undertaken by the Company, they 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, 2000:
<TABLE>
<CAPTION>
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Cost-reimbursable 82% 82% 81% 73% 77%
Fixed-price 16 16 18 22 18
Guaranteed maximum price 2 2 1 5 5
</TABLE>
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.
When the Company is directly responsible for engineering, design,
procurement and construction of a project or the maintenance of a process plant,
the Company reflects the cost 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, 2000
(in millions):
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
$ 1,019.5 $ 919.6 $ 1,066.4 $ 1,167.0 $ 1,442.1
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.
Page 10
<PAGE>
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.
Competition
-----------
The Company is engaged in a highly competitive business. Some of its
competitors are larger than the Company, or are subsidiaries of larger
companies, and 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, the Company competes 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 geographical areas in which the
Company operates. The Company's largest competitors for engineering,
construction and maintenance services for process plants include such well-known
companies as 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 and HNTB. 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, 2000, the Company had approximately 18,800 full-time
employees. Additionally, as of September 30, 2000, there were approximately
9,500 persons employed by the Company in the field on a project basis. The
number of such field employees varies in relation to the number and size of the
maintenance and construction projects in progress at any particular time.
Page 11
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
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:
<TABLE>
<CAPTION>
Year Joined
Name Age Position with the Company the Registrant
--------------------------- --- ---------------------------------------------- --------------
<S> <C> <C> <C>
Joseph J. Jacobs 84 Director and Chairman of the Board 1947
Noel G. Watson 64 President, Chief Executive Officer
and Director 1965
Richard E. Beumer 62 Vice Chairman of the Board 1999
Thomas R. Hammond 49 Executive Vice President, Operations 1975
Craig L. Martin 51 Executive Vice President, Global Sales 1994
Richard J. Slater 54 Executive Vice President, Operations 1980
James C. Uselton 61 Executive Vice President, Operations 1999
Walter C. Barber 59 Group Vice President, Asia 1999
Andrew E. Carlson 67 President, Jacobs Sverdrup Constructors, Inc. 1990
Robert M. Clement 52 Group Vice President, Central Region 1990
Warren M. Dean 56 Group Vice President, Facilities 1994
Stephen K. Fritschle 57 Group Vice President, Field Services 1989
Michael J. Higgins 56 Group Vice President, Civil 1994
George A. Kunberger, Jr. 48 Group Vice President, Northern Region 1975
Gregory J. Landry 52 Group Vice President, International Operations 1984
John McLachlan 54 Group Vice President, International Operations 1974
H. Gerard Schwartz, Jr. 62 Group Vice President, Civil 1999
Rogers F. Starr 57 President, Sverdrup Technology, Inc. 1999
Philip J. Stassi 45 Group Vice President, Southern Region 1977
Roger L. Williams 62 Group Vice President, Federal Operations 1983
John W. Prosser, Jr. 55 Senior Vice President, Finance and
Administration and Treasurer 1974
Laurence R. Sadoff 53 Senior Vice President, Quality and Safety 1993
Nazim G. Thawerbhoy 53 Senior Vice President and Controller 1979
William C. Markley, III 55 Vice President, General Counsel
and Secretary 1981
</TABLE>
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, Uselton, Schwartz, Starr and Barber, have served in
executive capacities with the Company or have been part of its management for
more than five years. Prior to joining the Company in 1999, Messrs. Beumer,
Uselton, Schwartz and Starr were part of the senior management group of Sverdrup
Corporation, or one of its subsidiaries, for at least five years. Prior to
joining the Company in 1999, Mr. Barber was president and CEO of GTI, INC. (an
environmental services firm) for more than five years.
Page 12
<PAGE>
Item 2. PROPERTIES
The Company owns and leases offices for its professional, technical
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 3.4 million square feet. The following
is a representative list of the Company's principal locations:
Country State City
------------ ----------- ----------
U.S.A. California Pasadena
Costa Mesa
Long Beach
Ridgecrest
Sacramento
Walnut Creek
Arizona Phoenix
Colorado Denver
Florida Lakeland
Jacksonville
Niceville
Tampa
Louisiana Baton Rouge
Massachusetts Boston
Michigan Auburn Hills
Novi
Missouri Maryland Heights
St. Louis
New Mexico Albuquerque
New York New York
North Carolina Raleigh
Ohio Cincinnati
Beavercreek
Oregon Lake Oswego (Portland)
Pennsylvania Conshohocken (Philadelphia)
South Carolina Greenville
Charleston
Texas Houston
Tennessee Nashville
Oak Ridge
Tullahoma
Virginia Arlington
Falls Church
Washington Seattle
Wisconsin De Pere (Green Bay)
[continued]
Page 13
<PAGE>
Item 2. PROPERTIES - Continued
Country State City
-------------------------- ----- ----------------
United Kingdom - Croydon (London)
- Glasgow
- Manchester
Republic of Ireland - Cork
- Dublin
France - Paris
- Lyon
Italy - Milan
Spain - Madrid
The Netherlands - Amsterdam
- Rotterdam
- Meerssen
- Beverwijk
Belgium - Antwerp
Germany - Magdeburg
Malaysia - Kuala Lumpur
Singapore - Singapore
Thailand - Bangkok
India - Mumbai
- New Delhi
- Calcutta
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 14
<PAGE>
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 E 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 E 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 E 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. QUALITATEE and QUANTITATEE 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 E 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 15
<PAGE>
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 16
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The Company's consolidated financial statements at September 30,
2000 and 1999 and for each of the three years in the period ended
September 30, 2000, 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) On July 12, 2000, the Company filed with the Securities and Exchange
Commission a Form 8-K dated July 7, 2000 reporting, in Item 5
thereto, that the Company had terminated its definitive asset
purchase agreement with Stone & Webster, Inc.
(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, as amended. 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. 1981 Executive 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, 1995 and incorporated herein by reference.
10.2 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.
10.3 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.
(S)10.4 Agreement dated as of December 7, 2000 between the
Registrant and Dr. Joseph J. Jacobs.
10.5 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.
Page 17
<PAGE>
10.6 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.
10.7 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.
10.8 The Jacobs Engineering Group Inc. 1989 Employee Stock Purchase
Plan. Filed as Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8 (Registration No. 333-72977) filed with
the Commission on February 26, 1999 and incorporated herein by
reference.
10.9 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.
10.10 Jacobs Engineering Group Inc. 401(k) Plus Savings Plan and
Trust. Filed as Exhibit 10.11 to the Registrant's Quarterly
Report on Form 10-Q for the period ended March 31, 1995 and
incorporated herein by reference.
10.11 Jacobs Engineering Group Inc. 1999 Stock Incentive Plan, as
amended. Filed as Exhibit I to the Registrant's Annual Notice
and Proxy Statement dated January 3, 2000 and incorporated
herein by reference
10.11 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 E
to the Registrant's Notice of 2001 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.
(S)13. Exhibit E to the Registrant's Notice of 2001 Annual Meeting of
Shareholders and Proxy Statement (which contains the annual
financial statements and financial information of Jacobs
Engineering Group Inc. for the fiscal year ended September 30,
2000).
(S)21. List of Subsidiaries of Jacobs Engineering Group Inc.
(S)23. Consent of Independent Auditors.
(S)27.1 Financial Data Schedule.
________________________________________
(S) Being filed herewith.
Page 18
<PAGE>
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. 333-38984 (relating to the Jacobs Engineering Group Inc. Outside
Director Stock Plan, filed with the Commission on June 9, 2000), 333-38974
(relating to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan, filed
with the Commission on June 9, 2000), 333-72977 (relating to the Jacobs
Engineering Group Inc. 1989 Employee Stock Purchase Plan, filed with the
Commission on February 26, 1999), 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 19
<PAGE>
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 27, 2000 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:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ NOEL G. WATSON Director December 27, 2000
--------------------------------------
Noel G. Watson Principal Executive Officer
/s/ JOSEPH J. JACOBS Director December 27, 2000
--------------------------------------
Joseph J. Jacobs
Director December __, 2000
--------------------------------------
Joseph F. Alibrandi
/s/ RICHARD E. BEUMER Director December 27, 2000
--------------------------------------
Richard E. Beumer
/s/ PETER H. DAILEY Director December 27, 2000
--------------------------------------
Peter H. Dailey
/s/ ROBERT B. GWYN Director December 27, 2000
--------------------------------------
Robert B. Gwyn
/s/ LINDA K. JACOBS Director December 27, 2000
--------------------------------------
Linda K. Jacobs
/s/ WILLIAM R. KERLER Director December 27, 2000
--------------------------------------
William R. Kerler
/s/ J. CLAYBURN LaFORCE Director December 27, 2000
--------------------------------------
J. Clayburn LaForce
/s/ DALE R. LAURANCE Director December 27, 2000
--------------------------------------
Dale R. Laurance
/s/ LINDA FAYNE LEVINSON Director December 27, 2000
--------------------------------------
Linda Fayne Levinson
/s/ DAVID M. PETRONE Director December 27, 2000
--------------------------------------
David M. Petrone
/s/ JAMES L. RAINEY, JR. Director December 27, 2000
--------------------------------------
James L. Rainey, Jr.
</TABLE>
Page 20
<PAGE>
SIGNATURES - Continued
<TABLE>
<S> <C> <C>
Senior Vice President
Finance and Administration,
and Treasurer (Principal
/s/ JOHN W. PROSSER, JR. Financial Officer) December 27, 2000
--------------------------------------
John W. Prosser, Jr.
Senior Vice President and
Controller (Principal Accounting
/s/ NAZIM G. THAWERBHOY Officer) December 27, 2000
--------------------------------------
Nazim G. Thawerbhoy
</TABLE>
Page 21
