UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report on FORM 10-Q (Mark one) (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2001 ------------- ( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from_______ to _______ 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) (626) 578 - 3500 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 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 Number of shares of common stock outstanding at August 10, 2001: 26,756,016 Page 1
JACOBS ENGINEERING GROUP INC. INDEX TO FORM 10-Q <TABLE> <CAPTION> Page No. - --------------------------------------------------------------------------------------- <S> <C> Part I - Financial Information Item 1. Financial Statements: Condensed Consolidated Balance Sheets - June 30, 2001 and September 30, 2000 3 Condensed Consolidated Statements of Earnings - Three and Nine Months Ended June 30, 2001 and 2000 4 Condensed Consolidated Statements of Comprehensive Income - Three and Nine Months Ended June 30, 2001 and 2000 5 Condensed Consolidated Statements of Cash Flows - Nine Months Ended June 30, 2001 and 2000 6 Notes to Condensed Consolidated Financial Statements 7 - 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 - 13 Signatures 14 </TABLE> Page 2
Part I - FINANCIAL INFORMATION Item 1. Financial Statements JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share information) (Unaudited) <TABLE> <CAPTION> June 30, September 30, 2001 2000 ---------- ------------- <S> <C> <C> ASSETS Current Assets: Cash and cash equivalents $ 99,931 $ 65,848 Receivables 767,677 710,979 Deferred income taxes 59,734 61,968 Prepaid expenses and other 13,201 12,228 ---------- ---------- Total current assets 940,543 851,023 ---------- ---------- Property, Equipment and Improvements, Net 148,548 150,491 ---------- ---------- Other Noncurrent Assets: Goodwill, net 299,602 269,043 Other 125,106 113,819 ---------- ---------- Total other noncurrent assets 424,708 382,862 ---------- ---------- $1,513,799 $1,384,376 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable $ 13,480 $ 18,460 Accounts payable 198,854 224,063 Accrued liabilities 349,007 274,991 Billings in excess of costs 137,035 145,708 Income taxes payable 20,827 20,641 ---------- ---------- Total current liabilities 719,203 683,863 ---------- ---------- Long-term Debt 177,746 146,820 ---------- ---------- Other Deferred Liabilities 53,593 52,946 ---------- ---------- Minority Interests 4,778 5,204 ---------- ---------- Commitments and Contingencies Stockholders' Equity: Capital stock: Preferred stock, $1 par value, authorized - 1,000,000 shares, issued and outstanding - none - - Common stock, $1 par value, authorized - 100,000,000 shares, 26,845,501 shares issued at June 30, 2001; 26,386,238 shares issued and outstanding at September 30, 2000 26,846 26,386 Additional paid-in capital 99,494 79,352 Retained earnings 449,179 400,791 Accumulated other comprehensive loss (10,414) (10,515) ---------- ---------- 565,105 496,014 Unearned compensation (2,218) (471) Common stock in treasury, at cost (73,000 shares at June 30, 2001) (4,408) - ---------- ---------- Total stockholders' equity 558,479 495,543 ---------- ---------- $1,513,799 $1,384,376 ========== ========== </TABLE> See the accompanying Notes to Condensed Consolidated Financial Statements. Page 3
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Three and Nine Months Ended June 30, 2001 and 2000 (In thousands, except per-share information) (Unaudited) <TABLE> <CAPTION> For the Three Months For the Nine Months Ended June 30, Ended June 30, ------------------------- ------------------------- 2001 2000 2001 2000 ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> Revenues $1,041,417 $857,828 $2,980,468 $2,548,715 Costs and Expenses: Direct costs of contracts 911,956 745,931 2,616,938 2,223,599 Selling, general and administrative expenses 92,691 80,188 258,446 233,171 ---------- -------- ---------- ---------- Operating Profit 36,770 31,709 105,084 91,945 ---------- -------- ---------- ---------- Other (Expense) Income: Interest income 890 1,900 2,901 2,913 Interest expense (2,797) (3,522) (8,705) (8,211) Miscellaneous income, net 601 473 1,791 1,643 Provision for litigation settlement - - - (38,000) ---------- -------- ---------- ---------- Total other expense, net (1,306) (1,149) (4,013) (41,655) ---------- -------- ---------- ---------- Earnings Before Taxes 35,464 30,560 101,071 50,290 Income Tax Expense 12,944 11,460 36,891 18,859 ---------- -------- ---------- ---------- Net Earnings $ 22,520 $ 19,100 $ 64,180 $ 31,431 ========== ======== ========== ========== Net Earnings Per Share: Basic $ 0.84 $ 0.73 $ 2.42 $ 1.20 Diluted $ 0.82 $ 0.72 $ 2.36 $ 1.19 ========== ======== ========== ========== </TABLE> See the accompanying Notes to Condensed Consolidated Financial Statements. Page 4
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Three and Nine Months Ended June 30, 2001 and 2000 (In thousands) (Unaudited) <TABLE> <CAPTION> For the Three Months For the Nine Months Ended June 30, Ended June 30, --------------------------- -------------------------- 2001 2000 2001 2000 ------------ ------------ ------------ ----------- <S> <C> <C> <C> <C> Net Earnings $22,520 $19,100 $64,180 $31,431 ------- ------- ------- ------- Other Comprehensive Income (Loss): Unrealized holding gains on securities 2,275 920 2,711 5,825 Less: reclassification adjustment for gains realized in net earnings (355) (555) (1,585) (1,455) ------- ------- ------- ------- Unrealized gains on securities, net of reclassification adjustment 1,920 365 1,126 4,370 Foreign currency translation adjustments (1,035) (1,964) (630) (6,647) ------- ------- ------- ------- Other Comprehensive Income (Loss) Before Income Tax Expense 885 (1,599) 496 (2,277) Income Tax Expense Relating to Other Comprehensive Income (Loss) (697) (137) (395) (1,636) ------- ------- ------- ------- Other Comprehensive Income (Loss) 188 (1,736) 101 (3,913) ------- ------- ------- ------- Total Comprehensive Income $22,708 $17,364 $64,281 $27,518 ======= ======= ======= ======= </TABLE> See the accompanying Notes to Condensed Consolidated Financial Statements. Page 5
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended June 30, 2001 and 2000 (In thousands) (Unaudited) <TABLE> <CAPTION> 2001 2000 - -------------------------------------------------------------------------------- <S> <C> <C> Cash Flows from Operating Activities: Net earnings $ 64,180 $ 31,431 Adjustments to reconcile net earnings to net cash flows from operations: Depreciation and amortization of property, equipment and improvements 24,565 23,672 Amortization of goodwill 5,583 5,150 Gains on sales of assets (2,489) (3,142) Changes in assets and liabilities, excluding the effects of businesses acquired: Receivables (20,833) (34,096) Prepaid expenses and other current assets 319 (5,758) Accounts payable (27,282) 19,108 Accrued liabilities 22,758 (4,075) Billings in excess of costs (10,443) (6,523) Income taxes payable 2,767 5,519 Deferred income taxes 2,293 671 Other, net 347 361 -------- -------- Net cash provided by operating activities 61,765 32,318 -------- -------- Cash Flows from Investing Activities: Acquisitions of business, net of cash acquired (28,605) (26,924) Loans to acquisition target - (39,000) Additions to property and equipment, net of disposals (19,527) (31,934) Proceeds from sales of marketable securities and investments 2,536 5,253 Purchases of marketable securities and investments (3,588) (2,368) Net (increase) in other noncurrent assets (5,518) (701) -------- -------- Net cash used for investing activities (54,702) (95,674) -------- -------- Cash Flows from Financing Activities: Proceeds from long-term borrowings 77,871 102,481 Repayments of long-term borrowings (45,521) (25,700) Net change in short-term borrowings (5,960) (1,284) Exercises of stock options 10,441 9,318 Purchases of common stock for treasury (6,722) (8,152) Change in other deferred liabilities (849) (1,851) -------- -------- Net cash provided by financing activities 29,260 74,812 -------- -------- Effect of Exchange Rate Changes (2,240) (3,018) -------- -------- Increase in Cash and Cash Equivalents 34,083 8,438 Cash and Cash Equivalents at Beginning of Period 65,848 53,482 -------- -------- Cash and Cash Equivalents at End of Period $ 99,931 $ 61,920 ======== ======== </TABLE> See the accompanying Notes to Condensed Consolidated Financial Statements. Page 6
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2001 1. The accompanying condensed consolidated financial statements and financial information included herein have been prepared pursuant to the interim period reporting requirements of Form 10-Q. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. Readers of this report should refer to the consolidated financial statements and the notes thereto incorporated into the latest Annual Report on Form 10-K of Jacobs Engineering Group Inc. ("Jacobs", or the "Company"). In the opinion of management of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the Company's consolidated financial position at June 30, 2001 and September 30, 2000, its consolidated results of operations for the three and nine months ended June 30, 2001 and 2000, its consolidated comprehensive income for the three and nine months ended June 30, 2001 and 2000, and its consolidated cash flows for the nine months ended June 30, 2001 and 2000. The Company's interim results of operations are not necessarily indicative of the results to be expected for the full year. 2. Included in receivables at June 30, 2001 and September 30, 2000 were recoverable amounts under contracts in progress of $401,038,500 and $371,997,400, respectively, that represent amounts earned under contracts in progress but not billable at the respective balance sheet dates. The Company anticipates that substantially all of such unbilled amounts will be billed and collected over the next twelve months. 3. Property, equipment and improvements are stated at cost and consisted of the following at June 30, 2001 and September 30, 2000 (in thousands): June 30, September 30, 2001 2000 - -------------------------------------------------------------------------------- Land $ 7,948 $ 11,579 Buildings 53,864 59,369 Equipment 221,906 201,896 Leasehold improvements 16,369 19,755 Construction in progress 19,317 11,497 --------- --------- 319,404 304,096 Accumulated depreciation and amortization (170,856) (153,605) --------- --------- $ 148,548 $ 150,491 ========= ========= Page 7
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2001 4. Other noncurrent assets consisted of the following at June 30, 2001 and September 30, 2000 (in thousands): June 30, September 30, 2001 2000 - ------------------------------------------------------------------------ Prepaid pension costs $ 18,298 $ 16,795 Reimbursable pension costs 9,631 11,691 Cash surrender value of life insurance policies 40,692 35,762 Investments 32,074 27,496 Notes receivable 9,994 11,847 Miscellaneous 14,417 10,228 -------- -------- $125,106 $113,819 ======== ======== 5. The following table reconciles the denominator used to compute basic earnings per share to the denominator used to compute diluted earnings per share (in thousands): Three Months Ended Nine Months Ended June 30, June 30, ------------------ ----------------- 2001 2000 2001 2000 -------- -------- ------- ------- Weighted average shares outstanding (denominator used to compute basic EPS) 26,739 26,219 26,558 26,142 Effect of employee and outside director stock options 715 256 639 241 ------ ------ ------ ------ Denominator used to compute diluted EPS 27,454 26,475 27,197 26,383 ====== ====== ====== ====== 6. During the nine months ended June 30, 2001 and 2000, the Company made cash payments of approximately $8,645,400 and $8,844,700, respectively, for interest and $31,393,000 and $17,715,100, respectively, for income taxes. Page 8
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2001 7. On May 3, 2001, the Company completed the purchase of substantially all of the international engineering and construction management business of LawGibb Group Inc. (the "GIBB" businesses). The total purchase price was approximately $34.5 million in cash, and was financed with a combination of internal funds and borrowings made under the Company's $230.0 million revolving credit facility. With annual revenues of approximately $100.0 million, GIBB is a leading international engineering consultancy firm, providing professional technical 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 conduct operations located primarily in the U.K., southern Africa, and certain other countries located primarily in Europe. The GIBB transaction was also accounted for as a purchase. Accordingly, the Company's consolidated results of operations include the results of GIBB since the date of acquisition. The purchase price allocation, which may be adjusted further, resulted in goodwill of approximately $28.0 million, which is being amortized over 40 years using the straight-line method. On February 23, 2001, the Company finalized the second phase of the two- part transaction to acquire the engineering and contracting business of Stork N.V., the Netherlands ("Stork"). The first phase was completed in February 2000 and included Stork's operations in Belgium, Germany, Southeast Asia and certain offices in the Netherlands. The second phase involved the balance of Stork's engineering and construction management operations in the Netherlands and the Middle East. The second phase of the transaction was accounted for as a purchase. Accordingly, the Company's consolidated results of operations include the results of the second phase of Stork since the date of acquisition. The purchase price paid for the second phase of Stork has been allocated to the assets and liabilities acquired based on their fair values. The purchase price allocation, which may be adjusted further, resulted in goodwill of approximately $11.0 million, which is being amortized over 40 years using the straight-line method. Page 9
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES June 30, 2001 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. General - ------- The following discussion should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations (incorporated by reference from pages E-5 through E-12 of Exhibit 13 to the Company's 2000 Annual Report on Form 10-K). Results of Operations - ---------------------- On May 3, 2001, the Company completed the purchase of substantially all of the international engineering and construction management business of LawGibb Group Inc. (the "GIBB" businesses). The total purchase price was $34.5 million in cash, and was financed with a combination of internal funds and borrowings made under the Company's $230.0 million revolving credit facility. The Company's consolidated results of operations for the third quarter of fiscal 2001 are not significantly impacted by GIBB's operations. See Note 7 of the Notes to Condensed Consolidated Financial Statements for additional discussion of the GIBB transaction. On February 23, 2001, the Company finalized the second phase of a two-part transaction to acquire the engineering and contracting business of Stork N.V., the Netherlands ("Stork"). The first phase was completed in February 2000. The Company's consolidated results of operations for the first nine months of fiscal 2001 and 2000 are not significantly impacted by Stork's operations. See Note 7 of the Notes to Condensed Consolidated Financial Statements for additional discussion of the Stork transaction. The Company recorded net earnings of $22.5 million, or $0.82 per diluted share, for the three months ended June 30, 2001, compared to net earnings of $19.1 million, or $0.72 per diluted share for the same period last year. For the nine months ended June 30, 2001, the Company recorded net earnings of $64.2 million, or $2.36 per diluted share, compared to net earnings of $31.4 million, or $1.19 per diluted share, for the same period last year. Net earnings during the first nine months of fiscal 2000 included a pre-tax provision for litigation settlement of $38.0 million ($23.7 million after-tax). This special, one-time pre-tax charge, consisting of the settlement amount of $35.0 million and related litigation costs of $3.0 million, resulted from an agreement with the United States Department of Justice to settle a previously disclosed whistleblower suit. The settlement was paid in March 2000 and has no continuing impact on the Company's operating results. Excluding the after-tax impact of this special litigation charge, the Company's operations during the first nine months of fiscal 2000 resulted in pro forma net earnings of $55.2 million, or $2.09 per diluted share. Page 10
During the three months ended June 30, 2001, total revenues increased by $183.6 million, or 21.4%, to $1.0 billion, compared to $857.8 million for the same period in fiscal 2000. During the nine months ended June 30, 2001, total revenues increased by $431.8 million, or 16.9%, to $3.0 billion, compared to $2.5 billion for the same period in fiscal 2000. Revenues from project services activities, which includes design, engineering and agency construction management services, increased by $162.4 million, or 33.9%, to $641.2 million during the third quarter of fiscal 2001, compared to $478.8 million for the same period last year. For the nine months ended June 30, 2001, revenues from project services activities increased by $373.6 million, or 27.4%, to $1.7 billion, compared to $1.4 billion for the same period in fiscal 2000. Revenues from construction services increased by $25.7 million, or 12.0%, to $240.8 million during the third quarter of fiscal 2001, compared to $215.1 million for the same period last year. Revenues from construction services during the first nine months of fiscal 2001 increased by $65.1 million, or 9.4%, to $759.3 million, compared to $694.2 million during the same period last year. During the third quarter of fiscal 2001, revenues from operations and maintenance ("O&M") activities decreased by $8.1 million, or 6.1%, to $125.2 million, compared to $133.3 million during the third quarter of fiscal 2000. For the nine months ended June 30, 2001, revenues from O&M activities decreased by $15.8 million, or 3.9%, to $387.5 million, compared to $403.3 million for the same period in fiscal 2000. Revenues from process, scientific and systems consulting services increased by $3.5 million, or 11.4%, to $34.2 million during the three months ended June 30, 2001, compared to $30.7 million for the same period last year. During the nine months ended June 30, 2001, revenues from process, scientific and systems consulting services increased by $8.8 million, or 10.2%, to $94.9 million, compared to $86.1 million for the same period last year. As a percentage of revenues, direct costs of contracts was 87.6% and 87.8%, respectively, for the three and nine months ended June 30, 2001, compared to 87.0% and 87.2% for the same periods in fiscal 2000. The percentage relationship between direct costs of contracts and revenues will fluctuate between reporting periods depending on a variety of factors including the mix of business during the reporting periods being compared, as well as the level of margins earned from the various types of services provided by the Company. Selling, general and administrative ("SG&A") expenses for the third quarter of fiscal 2001 increased by $12.5 million, or 15.6%, to $92.7 million, compared to $80.2 million for the third quarter of fiscal 2000. For the nine months ended June 30, 2001, SG&A expenses increased by $25.2 million, or 10.8%, to $258.4 million, compared to $233.2 million for the same period last year. As a percentage of revenues, SG&A expenses for the three and nine months ended June 30, 2001 decreased to 8.9% and 8.7%, respectively, compared to 9.4% and 9.2%, respectively, for the same periods last year, reflecting the Company's continuing efforts to control costs. During the third quarter ended June 30, 2001, the Company's operating profit (defined as revenues, less direct costs of contracts and SG&A expenses) increased by $5.1 million, or 16.0%, to $36.8 million, compared to $31.7 million during the same period last year. For the first nine months of fiscal 2001, the Company's operating profit increased by $13.2 million, or 14.3%, to $105.1 million, compared to $91.9 million during the same period last year. The increases in the Company's operating profit for the third quarter and first nine months of fiscal 2001 as compared to the same periods in fiscal 2000 were due primarily to significant increases in business volume and reduced SG&A expenses as a percentage of revenues. Page 11
During the third quarter of fiscal 2001, interest expense decreased by 20.6%, or $0.7 million, to $2.8 million, compared to $3.5 million for the same period last year. For the nine months ended June 30, 2001, interest expense increased by 6.0%, or $0.5 million, to $8.7 million, compared to $8.2 million for the same period last year. Backlog Information - ------------------- The following table summarizes the Company's backlog at June 30, 2001 and 2000 (in millions): 2001 2000 -------- -------- Professional technical services $2,612.5 $2,191.6 Total backlog 5,909.8 4,768.4 Liquidity and Capital Resources - ------------------------------- During the nine months ended June 30, 2001, the Company's cash and cash equivalents increased by $34.1 million, to $99.9 million. This compares to a net increase of $8.4 million, to $61.9 million, during the same period in fiscal 2000. During the first nine months of fiscal 2001, the Company experienced net cash inflows from operating and financing activities of $61.8 million and $29.3 million, respectively, offset in part by net cash outflows from investing activities and the effect on cash of exchange rate changes, of $54.7 million and $2.2 million, respectively. Operations resulted in net cash inflows of $61.8 million during the nine months ended June 30, 2001. This compares to a net cash inflow of $32.3 million during the same period in fiscal 2000. The $29.5 million increase in cash provided by operations in the first nine months of fiscal 2001 as compared to the same period in fiscal 2000 was due primarily to an increase of $32.7 million in net earnings. The Company's investing activities resulted in net cash outflows of $54.7 million during the nine months ended June 30, 2001. This compares to net cash outflows of $95.7 million during the same period last year. The net decrease of $41.0 million in cash used for investing activities in the first nine months of fiscal 2001 as compared to the same period in fiscal 2000 was due primarily to a decrease in cash outflows of $39.0 million relating to loans to acquisition target. During the third quarter of fiscal 2000, the Company had advanced $39.0 million to Stone & Webster Inc. for working capital. In the fourth quarter of fiscal 2000, the Company terminated its definitive asset purchase agreement with Stone & Webster Inc., and was repaid the $39.0 million it had advanced. The Company's financing activities resulted in net cash inflows of $29.3 million during the nine months ended June 30, 2001. This compares to net cash inflows of $74.8 million during the nine months ended June 30, 2000. The $45.5 million net decrease in cash provided by financing activities in the current period as compared to last year was due primarily to decreases of $44.4 million in long- term borrowings, net of repayments. The Company believes it has adequate capital resources to fund its operations for the remainder of fiscal 2001 and beyond. The Company's consolidated working capital position was $221.3 million at June 30, 2001. As discussed earlier, the Company has a long-term $230.0 million revolving credit facility against which $177.7 million was outstanding at June 30, 2001 in the form of direct borrowings. At June 30, 2001, the Company had $49.5 million available through committed short-term credit facilities, of which $30.6 million was outstanding at that date in the form of direct borrowings and letters of credit. Page 12
Under its stock repurchase program, the Company is authorized to buy-back up to 3.0 million shares of its common stock in the open market. Repurchases of common stock will be financed from existing credit facilities and available cash balances. From the program's inception in July 1996 through June 30, 2001, the Company had repurchased a total of 1,785,900 shares of its common stock at a total cost of $54.1 million. During the nine months ended June 30, 2001, the Company repurchased 128,800 shares of its common stock at a total cost of $6.7 million. Except for 73,000 shares of its common stock repurchased during the second and third quarters of fiscal 2001, all of these treasury shares were eventually reissued for the Company's employee stock purchase and incentive stock plans. Forward-Looking Statements - -------------------------- Statements included in this Quarterly Report on Form 10-Q that are not based on historical facts are "forward-looking statements", as that term is discussed in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current estimates, expectations and projections about the issues discussed, the industries in which the Company's clients operate and the services the Company provides. By their nature, such forward-looking statements involve risks and uncertainties. The Company cautions the reader that a variety of factors could cause business conditions and results to differ materially from what is contained in its forward-looking statements. These factors include, but are not necessarily limited to, the following: increase in competition by foreign and domestic competitors; availability of qualified engineers and other professional staff needed to execute contracts; the timing of new awards and the funding for such awards; the ability of the Company to meet performance or schedule guarantees; cost overruns on fixed, maximum or unit priced contracts; the outcome of pending and future litigation and governmental investigations and proceedings; the cyclical nature of the individual markets in which the Company's customers operate; the successful closing and/or subsequent integration of any merger or acquisition transaction; and, the amount of any contingent consideration the Company may be required to pay in the future in connection with the Sverdrup merger (including the availability of financing that may be required). The preceding list is not all-inclusive, and the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Readers of this Form 10-Q should also read the Company's most recent Annual Report on Form 10-K for a further description of the Company's business, legal proceedings and other information that describes factors that could cause actual results to differ from such forward-looking statements. Page 13
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. JACOBS ENGINEERING GROUP INC. - ----------------------------- (Registrant) By: s/n John W. Prosser, Jr. - ---------------------------------- John W. Prosser, Jr. Senior Vice President, Finance and Administration and Treasurer Date: August 13, 2001 Page 14