1995 - -------------------------------------------------------------------------------- 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 [FEE REQUIRED] For the fiscal year ended September 30, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] 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) 251 South Lake Avenue, Pasadena, California 91101 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (818) 449-2171 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. (X) ___________________ The aggregate market value of the Registrant's voting stock held by non- affiliates was approximately $498,658,700 as of December 26, 1995, 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, 1995, the Registrant had outstanding 25,507,521 shares of its common stock. DOCUMENTS INCORPORATED BY REFERENCE Part II: Annual Report for the fiscal year ended September 30, 1995, only portions of which are incorporated by reference. Part III: Proxy Statement for the Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the close of the Registrant's fiscal year, only portions of which are incorporated by reference. - --------------------------------------------------------------------------------
PART I Item 1. BUSINESS General - ------- Jacobs Engineering Group Inc. (the "Company") is one of the largest professional service firms in the United States providing engineering, design and consulting services; construction and construction management services; and process plant maintenance services to a broad range of industrial, commercial and governmental clients throughout the United States, the United Kingdom and Ireland. Additionally, the Company owns a 40% interest in an engineering and design firm headquartered in Bombay, India. The Company focuses its services on selected industry groups and markets including chemical, pharmaceutical and biotechnology; petroleum refining; semiconductor; federal programs; pulp and paper; and buildings and infrastructure (this includes transportation and health care projects, commercial and governmental buildings, and other industrial projects). 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 currently is listed on the New York Stock Exchange. Recent acquisitions - ------------------- In July 1994, the Company acquired the engineering and construction management services businesses from CRSS Inc. (the engineering business is referred to as "Sirrine" and the construction management business is referred to as "CRSS Constructors"). These businesses provide comprehensive design, engineering and construction management services to government and commercial customers in the pulp and paper, semiconductor, and buildings and infrastructure markets, among others, primarily within the continental United States. Services provided - ----------------- The Company offers three broad categories of professional services: engineering (which includes design, consulting and other related services); construction and construction management; and plant maintenance. The Company will often establish a relationship with a client where 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 three basic service categories for the five years ended September 30, 1995 (in thousands of dollars): <TABLE> <CAPTION> 1991 1992 1993 1994 1995 ---------- ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> <C> Engineering Services $ 313,849 $ 355,483 $ 453,247 $ 476,491 $ 588,399 Field Services: Construction 499,081 503,406 424,259 456,750 881,574 Maintenance 223,359 247,538 265,420 232,513 253,084 ---------- ---------- ---------- ---------- ---------- $1,036,289 $1,106,427 $1,142,926 $1,165,754 $1,723,057 ========== ========== ========== ========== ========== </TABLE> Engineering ----------- The Company employs all of the engineering and related disciplines to engineer and design modern process plants (including projects for clients in the chemicals, pharmaceutical and biotechnology, refining, food, and minerals and fertilizers industries), semiconductor facilities, pulp and paper plants, and other facilities (such as high technology manufacturing operations and other specialized plants). In the environmental area, the Company employs all of the requisite engineering, scientific, public health and related skills to consult, investigate, study, manage and provide remedial engineering for major environmental programs. The Company's capabilities in process engineering and construction combined with its environmental expertise allow it to offer its clients a wide range of services as a single- Page 1
source provider. Accordingly, the Company has been awarded contracts requiring a combination of traditional process engineering and environmental services. The Company also 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. Also included in the category of "Engineering" are all of the related support services necessary for the proper and effective delivery of the Company's engineering and related services. Among these are cost engineering, planning, scheduling, procurement, estimating, project accounting, quality and safety. Construction ------------ The Company provides traditional field construction as well as construction management services to private and public sector clients in virtually all of the industries to which it provides engineering services. The Company can also provide its clients with Advanced Construction Technology ("ACT")(R). ACT is an advanced form of off-site engineering, design, fabrication and assembly, and field erection. ACT provides clients with an alternative approach to traditional methods of engineering and construction which can significantly reduce new plant costs. In the environmental area, recent contract awards from clients in the public sector require the Company to provide environmental remedial construction services. The Company's field construction activities are focused primarily on those construction projects for which the Company has performed the engineering and design work. By focusing its construction efforts on such projects, the Company avoids the risk of constructing complex plants based on designs prepared by others. The financial risk to the Company of constructing complex plants based on designs prepared by third parties may be particularly significant on fixed- price contracts. 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. In the area of construction management, the Company can provide a wide range of services to its customers. 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, estimating, scheduling or value engineering services. The Company's capabilities in the area of construction management were greatly enhanced during 1994 when it completed the acquisition of CRSS Constructors. As a result of that acquisition, the Company broadened its geographic presence and expanded both its client base and the industry groups to which it can provide and market its construction management services. Maintenance ----------- Maintenance generally refers to all of the tasks required to keep a plant in day-to-day operations, 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 craftsmen that can work efficiently on a project on a 24 hours per day, Page 2
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 maintenance 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 maintenance contracts are normally cost-reimbursable in nature, they present less risk to the Company. Additionally, although engineering and construction projects may be of a short-term nature, maintenance 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. Industry groups and markets - --------------------------- The Company has chosen to focus its efforts on the following industry groups and markets: chemical and pharmaceutical (which includes biotechnology); refining; semiconductor; environmental; facilities; 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 the five years ended September 30, 1995 (in thousands of dollars): <TABLE> <CAPTION> 1991 1992 1993 1994 1995 -------- ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> <C> Chemical and pharmaceutical $ 419,311 $ 351,336 $ 386,522 $ 407,806 $ 500,792 Refining 216,865 362,005 404,462 372,769 480,472 Semiconductor 56,634 120,022 70,249 83,477 264,492 Federal programs 67,940 105,608 161,964 175,846 175,200 Buildings and infrastructure 252,171 104,800 87,968 93,716 174,805 Pulp and paper - - - 7,256 85,476 Other 23,368 62,656 31,761 24,884 41,820 ---------- ---------- ---------- ---------- ---------- $1,036,289 $1,106,427 $1,142,926 $1,165,754 $1,723,057 ========== ========== ========== ========== ========== </TABLE> In the area of federal programs, the Company historically has provided primarily engineering services. However, certain of the more recent contracts awarded to the Company also include construction and project management services for the remediation of hazardous wastes. Maintenance services are provided primarily to the chemical and refining industries. Chemical and pharmaceutical --------------------------- The Company furnishes its full line of services to its clients operating in the chemical, pharmaceutical and biotechnology industries. Typical projects in the chemical area include bulk chemical production facilities involving various petrochemicals, aromatics and derivatives, monomers and polymers. In the pharmaceutical and biotechnology area, typical projects include sterile fill, pharmaceutical manufacturing facilities and biotechnology laboratories and pilot plants. Also included in this category of business are process projects for clients in the food industry. Over the past several years, the Company has expanded this area of its business through acquisitions and internal growth. The scope of services the Company can provide its clients in these markets include feasibility studies, preliminary and detailed design and engineering services, construction, and construction management services. The Company can also provide conceptual design services with emphasis on production strategy, current good manufacturing practices ("cGMP") compliance, regulatory compliance and qualification/validation services for pharmaceutical and biotechnology research, development and production facilities. Accordingly, the Company is fully capable of executing multi-million dollar, single-responsibility projects in the areas of pharmaceuticals and biotechnology. Page 3
Refining -------- The Company provides its full line of services to its clients in the petroleum refining industry. Typical projects in the refining area include retrofits, revamps or expansion 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 feasibility and multi-client studies. Over the past several years, many of the Company's contract awards in the refining area have been for plants producing oxygenates and other high-octane fuel blending components for gasoline (such components are required by the Clean Air Act of 1990 in reformulated gasolines in order to reduce the emissions of unburned hydrocarbons and carbon monoxide from automobiles), as well as plants that hydrotreat various fuel fractions to reduce the sulfur content of blended products. The Company has completed several major projects to design, engineer, procure and construct methyl tertiary butyl ether ("MTBE") units and tertiary amyl butyl ether ("TAME") units for a number of major refiners at facilities located throughout the United States. The Company has also utilized its off- site construction capabilities in the construction and installation of these units. The use of off-site construction can help decongest the construction site and allow for parallel construction to proceed simultaneously with the modular activity. 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 oil refiners for on-site maintenance and turnaround activities. Many of these contracts are evergreen in nature and tend to be extended over many years. Over the past several years, the Company has broadened this area of its business through internal growth and acquisitions. One acquisition completed in 1993 expanded the Company's geographic presence to include the West Coast refining market; the acquisition also added to its client base. Semiconductor ------------- The Company provides engineering, procurement, construction, and construction management services to its clients in the semiconductor industry. Typical projects in this industry include 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 more complex than other facilities projects and have greater emphasis on cleanroom, and similar high-end technology. The Company's capabilities in the semiconductor business were significantly enhanced in 1994 when it completed the acquisition of Sirrine. As a result of that acquisition, the Company added to its U.S. domestic engineering and design capabilities, as well as broadened its client base. Furthermore, the Company's traditional skills in the areas of construction and construction management augmented Sirrine's traditional engineering and design capabilities in this market. Federal programs ---------------- The Company believes it is one of the leading providers in the United States of environmental engineering and consulting services, including hazardous waste management and cleanup. The environmental business currently represents an important part of the Company's operations and, as a result of growing public concern over the nation's environment, combined with increased legislative pressure to move more rapidly towards actual site cleanup, the Company believes demand for environmental services will continue to grow, particularly in the areas of compliance and site remediation. The Company is currently providing environmental services for a number of U.S. federal government agencies including the Department of Energy; the Department of Defense; and the Environmental Protection Agency. In the private sector, the Company provides consulting, environmental studies, remedial design and project management services, such as the design and Page 4
construction of waste minimization programs relating to existing process plants, and the design and construction of waste and wastewater treatment facilities. Typical projects for the U.S. government include the preparation of feasibility studies and performing remedial investigation, engineering, design and remediation services on several national programs. Many of the Company's contracts relate to the Comprehensive Environmental Response Compensation and Liability Act of 1980 ("CERCLA" or "Superfund") and the related Superfund Amendments and Reauthorization Act of 1986 ("SARA"), as reauthorized in 1990. More recently, the Company has been awarded multi-year contracts from the U.S. Air Force to provide full-service remedial action services for the U.S. Air Force Center for Environmental Excellence ("AFCEE") at several bases located in the U.S., as well as a "nationwide" award to provide services under the U.S. Base Realignment and Closure ("BRAC") program. And in 1995, the Company was awarded the Alaska TERC (Total Environmental Restoration Contract). The Alaska TERC is a multi-year program to provide engineering and site cleanup services throughout that state. The Company also provides project management services over site cleanup activities at various government installations, as well as detailed scientific and support services, groundwater restoration management and action plans, and services relating to the decommissioning of nuclear production and armament facilities. Many of the projects for the U.S. government span several years. For larger programs, the scope of services are such that the Company sometimes teams with other companies in order to execute the project. Buildings and infrastructure ---------------------------- Buildings and infrastructure refers to those contracts requiring the Company to provide comprehensive architectural, engineering, design, construction and/or construction management services for projects such as high technology manufacturing operations, specialized plants for clients in the food industry, research and development facilities that require technically complex structures, civic centers, correctional facilities, health care facilities and transportation systems, as well as multi-purpose buildings for industrial, commercial and government clients. The Company's capabilities in the facilities area were greatly enhanced in 1994 when it completed the acquisition of CRSS Constructors. As a result of that acquisition, the Company broadened its geographic presence and expanded both its client base and the industry groups to which it can provide and market its construction management services. Pulp and Paper -------------- The Company's capabilities in the area of pulp and paper result from its acquisition of Sirrine in July 1994. The Company provides a broad range of engineering and construction services to its clients in 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 EPA emission standards. 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. Such projects encompass all areas of a mill, including woodyards, 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 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. Although a substantial portion of the Company's pulp and paper revenues in 1995 were derived from engineering, procurement and construction management services, the Company is actively pursuing the expansion of its services to include construction services. Page 5
Backlog - ------- For information regarding the Company's backlog, reference should be made to Item 7. - Management's Discussion and Analysis of Financial Condition and Results of Operations, incorporated by reference in this report. Customers - --------- For the years ended September 30, 1991, 1992, 1993, 1994 and 1995, revenues from federal government agencies accounted for 6.3%, 9.4%, 14.1%, 15.4% and 11.4%, respectively, of total revenues. Due to the amount of pass-through costs (see "Contracts" below) that may be incurred on construction projects, it is not unusual for a customer in the private sector to account for more than ten percent of revenues in any given year. For the years ended September 30, 1991 and 1992, one customer in the private sector accounted for 11.4% and 12.5%, respectively, of total revenues (a second customer accounted for 10.8% of total revenues in 1992), and a different customer accounted for 11.6% and 13.1% of total revenues in 1994 and 1995, respectively. No single customer in the private sector accounted for ten percent or more of total revenues in 1993. Foreign operations - ------------------ For the years ended September 30, 1991, 1992, 1993, 1994 and 1995, revenues from projects outside of North America were approximately 8.4%, 16.3%, 10.8%, 5.6% and 5.4%, respectively, of total revenues. For the years ended September 30, 1992 and prior, substantially all such revenues related to the Company's offices in Ireland. Beginning with the year ended September 30, 1993, such revenues related primarily to the Company's offices in the UK and Ireland. The increase in revenues from projects outside North America from 1991 to 1992 was due primarily to a large construction project executed out of the Company's Dublin office and included a substantial portion of pass-through costs. That project was completed early in fiscal 1993. The Company also has operations in India through its 40% interest in an engineering and design firm specializing in projects for clients in the chemical, pharmaceuticals and petroleum refining markets. The Company has executed contracts jointly with the Indian company, and expects to expand this activity in the future. The Company accounts for the Indian company using the equity method. 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-plus; guaranteed maximum price and fixed-price. The following table sets forth the percentages of total revenues represented by these types of contracts during the five years ended September 30, 1994: <TABLE> <CAPTION> 1991 1992 1993 1994 1995 ----- ----- ----- ----- ----- <S> <C> <C> <C> <C> <C> Cost-plus 79% 87% 90% 83% 88% Guaranteed maximum price 2 4 3 8 1 Fixed-price 19 9 7 9 11 </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 approximate amounts of such costs included in revenues for the years ended September 30, 1991, 1992, 1993, 1994 and 1995 were $641.9 million, $659.2 million, $610.7 million, $629.0 million and $1,001.3 million, respectively. Cost-plus contracts ------------------- Cost-plus 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 6
Guaranteed maximum price contracts ---------------------------------- Guaranteed maximum price contracts are performed in the same manner as cost-plus contracts; however, the total actual cost plus the fee cannot exceed the guaranteed price negotiated with the customer. 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. 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 customer. 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 customer, 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. 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 aspect 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 regions in which the Company is located. 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., Raytheon Engineers, M.W. Kellogg, Parsons Co., Brown & Root, Inc., and John Brown. In the semiconductor industry, the Company's principal competitor is Industrial Design Corporation. In the area of pulp and paper, the Company's principal competitors include Fluor, BE&K, Brown & Root, and Rust International. In the area of environmental engineering and hazardous waste cleanup, the Company's principal competitors include many of the companies listed above, as well as Morrison Knudsen Corp., and other specialized companies such as IT Corporation, ICF Kaiser and Roy F. Weston, Inc. The Company's principal competitors for buildings and infrastructure work also include many of the companies listed above, as well as Turner Construction Co. and The Austin Co. Employees - --------- At September 30, 1995, the Company had approximately 7,600 full-time employees. Additionally, as of September 30, 1995, there were also approximately 6,900 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 7
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 79 Director and Chairman of the Board 1947 Noel G. Watson 59 President, Chief Executive Officer and Director 1965 Robert M. Barton 73 Secretary and Director 1957 William R. Kerler 66 Executive Vice President, Operations 1980 Donald J. Boutwell 58 Group Vice President, Field Services 1984 Andrew E. Carlson 62 Group Vice President, Field Services 1990 Socrates S. Christopher 60 President, Jacobs - Sirrine Engineers (a Division of Jacobs Engineering Group Inc.) 1994 Arlan C. Emmert 50 Group Vice President, Western Region 1985 Thomas R. Hammond 44 Group Vice President, Central Region 1975 John McLachlan 49 Group Vice President, Northern Region 1974 Richard J. Slater 49 Group Vice President, European Region 1980 Roger L. Williams 57 Group Vice President, Southern Region 1983 Gregory J. Landry 47 Senior Vice President, Quality and Safety 1984 Craig L. Martin 46 Senior Vice President, General Sales and Marketing 1994 Paul A. Miskimin 55 Senior Vice President, Federal Programs 1987 John W. Prosser, Jr. 50 Senior Vice President, Finance and 1974 Administration and Treasurer Nazim G. Thawerbhoy 48 Senior Vice President and Controller 1979 William C. Markley, III 50 Vice President, Law 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. Christopher and Martin, 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 1994, Messrs. Christopher and Martin were part of the management of CRSS Inc. or one of its subsidiaries for at least five years. Page 8
Item 2. PROPERTIES The Company owns and leases offices for its professional, technical and administrative staff totalling approximately 1.7 million square feet. The following is a list of the Company's principal locations: <TABLE> <CAPTION> Country State City --------------- ------------ ------------ <S> <C> <C> U.S.A. California Pasadena, Long Beach, Martinez, and Sacramento Arizona Phoenix Colorado Denver Florida Lakeland Louisiana Baton Rouge New Mexico Albuquerque North Carolina Raleigh Ohio Cincinnati Oregon Portland Pennsylvania Philadelphia South Carolina Greenville, and Orangeburg Texas Houston Tennessee Oak Ridge Virginia Arlington United Kingdom - London, - Glasgow, and - Manchester Republic of Ireland - Cork, and - Dublin </TABLE> In addition to these properties, the Company leases smaller, project offices located throughout the United States. 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 construction schedules and plant performance. Most of the litigation involves the Company as a defendant in workers' compensation, personal injury and other similar lawsuits. Management believes, after consultation with counsel, that these guarantees and litigation 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 9
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 the Financial Statements section of the Company's 1995 Annual Report to Shareholders, copies of which financial statements section is being delivered to the Commission (but not filed with, except to the extent incorporated herein) as an Exhibit to this report. Item 6. SELECTED FINANCIAL DATA The information required by this Item is hereby incorporated by reference from the Financial Statements section of the Company's 1995 Annual Report to Shareholders, copies of which are being delivered to the Commission (but not filed with, except to the extent incorporated herein) as an Exhibit to this report. 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 the Financial Statements section of the Company's 1995 Annual Report to Shareholders, copies of which are being delivered to the Commission (but not filed with, except to the extent incorporated herein) as an Exhibit to this report. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this Item is hereby incorporated by reference from the Financial Statements section of the Company's 1995 Annual Report to Shareholders, copies of which are being delivered to the Commission (but not filed with, except to the extent incorporated herein) as an Exhibit to this report. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL AND DISCLOSURE MATTERS Not applicable. 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. Page 10
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 11
PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The Company's consolidated financial statements at September 30, 1995 and 1994 and for each of the three years in the period ended September 30, 1995, together with the report of the independent auditors on those consolidated financial statements are hereby incorporated by reference from the Financial Statements section of the Company's 1995 Annual Report to Shareholders, 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. See accompanying Index to Financial Statements and Supporting Schedules. (b) Not applicable. (c) Exhibits and Index to Exhibits: 2.1 Purchase Agreement dated July 29, 1994 between Jacobs Engineering Group Inc. and CRSS Inc. including a schedule of annexes and exhibits. Filed as Exhibit 1. to the Registrant's Current Report on Form 8-K dated August 5, 1994 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 Quarterly Report on Form 10-Q for the period ended June 30, 1995 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 Rights Agreement dated as of December 20, 1990 by and between Registrant and First Interstate Bank, Ltd. as Rights Agent. Filed as Exhibit 4.4 to Registrant's Quarterly Report on Form 10- Q for the period ended June 30, 1995 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 Quarterly Report on Form 10-Q for the period ended June 30, 1995 and incorporated herein by reference. 10.3 Agreement dated as of November 30, 1993 between the Registrant and Dr. Joseph J. Jacobs, and the Agreement dated as of November 30, 1994 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 November 30, 1995 between the Registrant and Dr. Joseph J. Jacobs. Page 12
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. 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 10.9 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1995 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. (S) 11. Statement of computation of net income per outstanding share of common stock is hereby incorporated by reference from the Financial Statements section of the Company's 1995 Annual Report to Shareholders, 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. Financial Statements section of Jacobs Engineering Group Inc. Annual Report to Shareholders for the fiscal year ended September 30, 1995. (S) 21. List of Subsidiaries of Jacobs Engineering Group Inc. (S) 23. Consent of Independent Auditors. (S) 27.1 Financial Data Schedules. ___________________________________________ (S) Being filed herewith. Page 13
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. 33-45914 (filed February 21, 1992) and 33-45927 (filed February 24, 1992): 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 14
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, 1995 By: 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> NOEL G. WATSON December 27, 1995 - ---------------------------------- Director and Noel G. Watson Principal Executive Officer JOSEPH J. JACOBS Director December 27, 1995 - ---------------------------------- Joseph J. Jacobs JOSEPH F. ALIBRANDI Director December 27, 1995 - ---------------------------------- Joseph F. Alibrandi ROBERT M. BARTON Director December 27, 1995 - ---------------------------------- Robert M. Barton PETER H. DAILEY Director December 27, 1995 - ---------------------------------- Peter H. Dailey ROBERT B. GWYN Director December 27, 1995 - ---------------------------------- Robert B. Gwyn LINDA K. JACOBS Director December 27, 1995 - ---------------------------------- Linda K. Jacobs J. CLAYBURN LaFORCE Director December 27, 1995 - ---------------------------------- J. Clayburn LaForce DALE R. LAURANCE Director December 27, 1995 - ---------------------------------- Dale R. Laurance DAVID M. PETRONE Director December 27, 1995 - ---------------------------------- David M. Petrone JAMES L. RAINEY, JR. Director December 27, 1995 - ---------------------------------- James L. Rainey, Jr. Senior Vice President Finance and Administration and Treasurer (Principal JOHN W. PROSSER, JR. Financial Officer) December 27, 1995 - ---------------------------------- John W. Prosser, Jr. Senior Vice President and Controller (Principal Accounting NAZIM G. THAWERBHOY Officer) December 27, 1995 - ---------------------------------- Nazim G. Thawerbhoy </TABLE> Page 15