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          Asset 1logo-3Jacobs Logo_Blue_RGB
          Press Release

          Jacobs Reports Earnings for the Third Quarter of Fiscal 2019

          Strong Top- and Bottom-Line Q3 Results; Increasing Fiscal 2019 Outlook Delivering Innovative Solutions and Disciplined Execution

          DALLAS, Aug. 5, 2019 /PRNewswire/ --?Jacobs Engineering Group Inc. (NYSE: JEC) today announced its financial results for the fiscal third quarter ended June?28, 2019.

          Q3 2019 Highlights:

          • Gross revenue of $3.2 billion1 grew 8.0% year-over-year; net revenue grew organically by 11.1%2
          • EPS from continuing operations of $0.65, results impacted by higher restructuring and transaction costs
          • Adjusted EPS from continuing operations of $1.40, up 13% year-over-year, including a discrete tax benefit
          • Backlog increased $2.6 billion to $22.5 billion, up 8% on an organic basis2
          • Increasing fiscal 2019 adjusted pro forma EPS outlook to $4.75 - $5.00 (excluding full year ECR)3
          • Completed $350 million of $1 billion share repurchase authorization through August 2nd

          Jacobs' Chair and CEO Steve Demetriou commented, "Our strong third quarter results and increased earnings outlook are yet another example of driving an innovative culture, strengthening our execution discipline and scaling our global network of expertise. As we execute against our strategy, we are profitably?winning a greater level of business in our existing sectors, while diversifying into new high margin growth opportunities. We are creating a company like no other, putting our knowledge and imagination together to shape the next generation of innovative solutions. Our?KeyW acquisition is already delivering with a growing pipeline of new and enhanced opportunities as we bring the two organizations together."

          Jacobs' CFO Kevin Berryman added, "We delivered another quarter of solid results across both lines of business with accelerating growth in our sales pipelines, during the most transformative period in our company's history. The CH2M integration has exceeded our revenue and cost targets and is on track to be completed by the end of calendar 2019. Our divestiture of ECR is moving into the final stages of separation. We are raising our fiscal 2019 outlook and now expect adjusted EBITDA in the range of $965 million - $1 billion and adjusted pro forma EPS of $4.75 - $5.00.3 From a long-term standpoint, we have created a transformed business with a stronger balance sheet."

          Third Quarter Review



          Fiscal 3Q 2019

          Fiscal 3Q 2018

          Change

          Revenue

          $3.2 billion

          $2.9 billion

          $0.3 billion

          Net Revenue

          $2.6 billion

          $2.4 billion

          $0.2 billion

          GAAP Net Earnings from Continuing Operations

          $89 million

          $113 million

          -$24 million

          GAAP Earnings Per Diluted Share (EPS) from Continuing Operations

          $0.65

          $0.79

          -$0.14

          Adjusted Net Earnings from Continuing Operations

          $193 million

          $178 million

          $15 million

          Adjusted EPS from Continuing Operations

          $1.40

          $1.24

          $0.16

          The company's adjusted net earnings from continuing operations and adjusted EPS from continuing operations for the third quarter of fiscal 2019 and fiscal 2018 exclude the charges and costs set forth in the table below. For additional information regarding these adjustments and a reconciliation of adjusted net earnings and adjusted EPS to net earnings and EPS, respectively, refer to the section entitled "Non-GAAP Financial Measures" at the end of this release.


          Fiscal 3Q 2019

          Fiscal 3Q 2018

          After-tax restructuring and other charges ($93.2 million and $30.1 million for the fiscal 2019 and 2018 periods, respectively before income taxes)

          $70 million ($0.51 per share)

          $22 million ($0.15 per share)

          After-tax transaction costs incurred in connection with the closing of the CH2M and KeyW acquisitions ($13.3 million and $5.4 million for the fiscal 2019 and 2018 periods, respectively before income taxes)

          $10 million ($0.07 per share)

          $4 million ($0.03 per share)

          Other adjustments include:

          ?(a) addback of amortization of intangible assets of $18.4 million and $19.3 million in the 2019 and 2018 periods, respectively,

          ?(b) the allocation to discontinued operations of estimated stranded corporate costs of $2.0 million and $6.4 million in the 2019 and 2018 periods, respectively, that will be reimbursed or otherwise eliminated in connection with the sale of the ECR business,

          ?(c) the allocation to discontinued operations of estimated interest expense amounts in 2019 and 2018 related to long-term debt that has been paid down in connection with the sale of the ECR business of $5.8 million and $16.1 million, respectively,

          (d) the reclassification of revenues under the Company's Transition Services Agreement (TSA) with WorleyParsons of $14.1 million included in other income for U.S. GAAP reporting purposes to SG&A and the exclusion of $3.2 million in remaining unreimbursed costs associated with the TSA during the fiscal 2019 third quarter,

          ?(e) the add-back of charges resulting from the revaluation of certain deferred tax assets/liabilities in connection with U.S. tax reform of $5.3 million in the 2018 period and other income tax adjustments of $1.5 million in the current quarter and

          ?(f) associated income tax expense adjustments for the above pre-tax adjustment items.

          $24 million ($0.17 per share)

          $38 million ($0.27 per share)

          Adjusted EPS from Continuing Operations

          $193 million ($1.40 per share)

          $178 million ($1.24 per share)


          (note: earnings per share amounts may not add due to rounding)

          Fiscal third quarter 2019 earnings per share from continuing operations reflect an adjusted effective tax rate of 22.6%, excluding discrete tax items of 16 cents per share. Fiscal third quarter 2018 included an 8 cent benefit from discrete tax items.

          Jacobs is hosting a conference call at 11:00 A.M. ET on Monday August 5, 2019, which it is webcasting live at www.shey2.cn.

          Energy, Chemicals and Resources (ECR) Sale to WorleyParsons

          On April 26, 2019, Jacobs completed the previously announced sale of the Jacobs' ECR business to WorleyParsons Limited.

          KeyW Acquisition

          On June 12, 2019,?Jacobs completed the previously announced acquisition of The KeyW Holding Corporation.

          About Jacobs

          Jacobs leads the global professional services sector providing solutions for a more connected, sustainable world. With approximately $12 billion in revenue and a talent force of more than 50,000, Jacobs provides a full spectrum of services including scientific, technical, professional and construction- and program-management for business, industrial, commercial, government and infrastructure sectors. For more information, visit www.shey2.cn, and connect with Jacobs on www.shey2.cn, LinkedIn, Twitter, Facebook and Instagram.

          Forward-Looking Statements

          Certain statements contained in this press release constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. Statements made in this press release that are not based on historical fact are forward-looking statements. Although such statements are based on management's current estimates and expectations, and currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain, and you should not place undue reliance on such statements as actual results may differ materially. We caution the reader that there are a variety of risks, uncertainties and other factors that could cause actual results to differ materially from what is contained, projected or implied by our forward-looking statements. For a description of some additional factors that may occur that could cause actual results to differ from our forward-looking statements, see our Annual Report on Form 10-K for the year ended September?28, 2018, and in particular the discussions contained under Item 1 - Business; Item 1A - Risk Factors; Item 3 - Legal Proceedings; and Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, and our Quarterly Report on Form 10-Q for the quarters ended December 28, 2018 and March 29, 2019, and in particular the discussions contained under Part I, Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations; Part II, Item 1 - Legal Proceedings; and Part II, Item 1A - Risk Factors, as well as the Company's other filings with the Securities and Exchange Commission. The Company is not under any duty to update any of the forward-looking statements after the date of this press release to conform to actual results, except as required by applicable law.

          1Reflects continuing operations as reported in accordance with GAAP.
          2Excludes $23.9 million in revenue and $1.1 billion in backlog contribution from KeyW.
          3Reconciliation of the adjusted pro forma EPS outlook and adjusted EBITDA outlook for the full fiscal year to the most directly comparable GAAP measure is not available without unreasonable efforts because the Company cannot predict with sufficient certainty all the components required to provide such reconciliation, including with respect to the costs and charges relating to transaction expenses, restructuring and integration to be incurred in fiscal 2019.

          Financial Highlights:


          Results of Operations (in thousands, except per-share data):



          For the Three Months Ended


          For the Nine Months Ended

          Unaudited

          June?28, 2019


          June?29, 2018


          June?28, 2019


          June?29, 2018

          Revenues

          $

          3,169,622



          $

          2,933,623



          $

          9,345,005



          $

          7,587,916


          Direct cost of contracts

          (2,543,488)



          (2,325,028)



          (7,533,511)



          (6,035,598)


          Gross profit

          626,134



          608,595



          1,811,494



          1,552,318


          Selling, general and administrative expenses

          (536,180)



          (446,083)



          (1,505,731)



          (1,325,722)


          Operating Profit

          89,954



          162,512



          305,763



          226,596


          Other Income (Expense):








          Interest income

          3,398



          1,277



          7,172



          6,896


          Interest expense

          (18,978)



          (23,788)



          (73,727)



          (50,107)


          Miscellaneous income (expense), net

          19,025



          6,632



          58,211



          5,195


          Total other (expense) income, net

          3,445



          (15,879)



          (8,344)



          (38,016)


          Earnings from Continuing Operations Before Taxes

          93,399



          146,633



          297,419



          188,580


          Income Tax Benefit (Expense) for Continuing Operations

          1,981



          (31,174)



          (12,829)



          (110,230)


          Net Earnings of the Group from Continuing Operations

          95,380



          115,459



          284,590



          78,350


          Net Earnings of the Group from Discontinued Operations

          435,684



          34,612



          438,837



          126,215


          Net Earnings of the Group

          531,064



          150,071



          723,427



          204,565


          Net Earnings Attributable to Noncontrolling Interests from Continuing Operations

          (6,015)



          (2,123)



          (15,578)



          (5,539)


          Net Earnings Attributable to Jacobs from Continuing Operations

          89,365



          113,336



          269,012



          72,811


          Net (Earnings) Losses Attributable to Noncontrolling Interests from Discontinued Operations

          (607)



          2,274



          (2,195)



          1,946


          Net Earnings Attributable to Jacobs from Discontinued Operations

          $

          435,077



          $

          36,886



          $

          436,642



          $

          128,161


          Net Earnings Attributable to Jacobs

          $

          524,442



          $

          150,222



          $

          705,654



          $

          200,972


          Net Earnings Per Share:








          Basic Net Earnings from Continuing Operations Per Share

          $

          0.65



          $

          0.79



          $

          1.93



          $

          0.53


          Basic Net Earnings from Discontinued Operations Per Share

          $

          3.18



          $

          0.26



          $

          3.14



          $

          0.94


          Basic Earnings Per Share

          $

          3.83



          $

          1.05



          $

          5.07



          $

          1.47










          Diluted Net Earnings from Continuing Operations Per Share

          $

          0.65



          $

          0.79



          $

          1.92



          $

          0.53


          Diluted Net Earnings from Discontinued Operations Per Share

          $

          3.15



          $

          0.26



          $

          3.11



          $

          0.93


          Diluted Earnings Per Share

          $

          3.80



          $

          1.05



          $

          5.02



          $

          1.46










          ?

          Segment Information (in thousands):



          For the Three Months Ended


          For the Nine Months Ended

          Unaudited

          June?28, 2019


          June?29, 2018


          June?28, 2019


          June?29, 2018

          Revenues from External Customers:








          Aerospace, Technology and Nuclear

          $

          1,156,488



          $

          1,021,523



          $

          3,251,024



          $

          2,656,303


          Buildings, Infrastructure and Advanced Facilities

          2,013,134



          1,912,100



          6,093,981



          4,931,613


          Pass Through Revenue

          (533,935)



          (583,423)



          (1,840,572)



          (1,603,930)


          Buildings, Infrastructure and Advanced Facilities Net Revenue

          $

          1,479,199



          $

          1,328,677



          $

          4,253,409



          $

          3,327,683


          Total Revenue

          $

          3,169,622



          $

          2,933,623



          $

          9,345,005



          $

          7,587,916


          Net Revenue

          $

          2,635,687



          $

          2,350,200



          $

          7,504,433



          $

          5,983,986







          For the Three Months Ended


          For the Nine Months Ended


          June?28, 2019


          June?29, 2018


          June?28, 2019


          June?29, 2018

          Segment Operating Profit:








          Aerospace, Technology and Nuclear

          $

          76,306



          $

          69,085



          $

          222,289



          $

          182,609


          Buildings, Infrastructure and Advanced Facilities

          183,318



          163,193



          515,465



          374,809


          Total Segment Operating Profit

          259,624



          232,278



          737,754



          557,418


          Other Corporate Expenses (1)

          (64,525)



          (34,802)



          (185,674)



          (131,163)


          Restructuring and Other Charges

          (92,407)



          (30,544)



          (233,579)



          (122,744)


          Transaction Costs

          (12,738)



          (4,420)



          (12,738)



          (76,915)


          Total U.S. GAAP Operating Profit

          89,954



          162,512



          305,763



          226,596


          Total Other (Expense) Income, net (2)

          3,445



          (15,879)



          (8,344)



          (38,016)


          Earnings from Continuing Operations Before Taxes

          $

          93,399



          $

          146,633



          $

          297,419



          $

          188,580



          (1) Other corporate expenses include costs that were previously allocated to the ECR segment prior to discontinued operations presentation in connection with the ECR sale in the approximate amounts of $2.0 million and $6.4 million for the three-month periods ended June?28, 2019 and June?29, 2018, respectively, and $14.8 million and $19.2 million for the nine-month periods ended June?28, 2019 and June?29, 2018, respectively. Other corporate expenses also include intangibles amortization of $18.4 million and $19.3 million for the three-month periods ended June?28, 2019 and June?29, 2018, respectively, and $55.7 million and $49.1 million for the nine-month periods ended June?28, 2019 and June?29, 2018, respectively.


          (2)Includes gain on the settlement of the CH2M retiree medical plans of $0.0 million and $34.6 million, respectively, and the amortization of deferred financing fees related to the CH2M acquisition of $0.5 million and $1.5 million, respectively, for the three- and nine-month periods ended June?28, 2019, as well as amortization of deferred financing fees related to the CH2M acquisition of $0.5 million and $1.2 million, respectively, for the three- and nine-month periods ended June?29, 2018. Also includes revenues under the Company's TSA with WorleyParsons of $14.1 million, respectively, for the three- and nine-month periods ended June?28, 2019, for which the related costs are included in SG&A.

          ?

          Other Operational Information (in thousands):


          Unaudited

          For the Nine Months Ended

          Continuing Operations

          June?28, 2019


          June?29, 2018

          Depreciation (pre-tax)

          $

          67,553



          $

          69,663


          Amortization of Intangibles (pre-tax)

          $

          55,732



          $

          49,052


          Pass-Through Costs Included in Revenues

          $

          1,840,572



          $

          1,603,930


          Capital Expenditures

          $

          97,466



          $

          48,975


          ?

          Balance Sheet (in thousands):


          Unaudited

          June?28, 2019


          September 28, 2018

          ASSETS




          Current Assets:




          Cash and cash equivalents

          $

          998,242



          $

          634,870


          Receivables and contract assets

          2,779,189



          2,513,934


          Prepaid expenses and other

          695,810



          171,096


          Current assets held for sale

          2,704



          1,236,684


          Total current assets

          4,475,945



          4,556,584


          Property, Equipment and Improvements, net

          305,266



          257,859


          Other Noncurrent Assets:




          Goodwill

          5,370,741



          4,795,856


          Intangibles, net

          694,117



          572,952


          Miscellaneous

          768,102



          760,854


          Noncurrent assets held for sale

          27,091



          1,701,690


          Total other noncurrent assets

          6,860,051



          7,831,352



          $

          11,641,262



          $

          12,645,795


          LIABILITIES AND STOCKHOLDERS' EQUITY




          Current Liabilities:




          Short-term debt

          $

          222,687



          $

          3,172


          Accounts payable

          884,992



          776,189


          Accrued liabilities

          1,673,272



          1,167,002


          Contract liabilities

          506,394



          442,760


          Current liabilities held for sale

          2,103



          756,570


          Total current liabilities

          3,289,448



          3,145,693


          Long-term Debt

          1,025,198



          2,144,167


          Other Deferred Liabilities

          1,218,499



          1,260,977


          Noncurrent Liabilities Held for Sale



          150,604


          Commitments and Contingencies




          Stockholders' Equity:




          Capital stock:




          ??????????????? Preferred stock, $1 par value, authorized - 1,000,000 shares; issued and outstanding - none




          ??????????????? Common stock, $1 par value, authorized - 240,000,000 shares; issued and outstanding—135,848,893 shares and 142,217,933 shares as of June 28, 2019 and September 28, 2018, respectively

          135,849



          142,218


          Additional paid-in capital

          2,634,177



          2,708,839


          Retained earnings

          4,053,626



          3,809,991


          Accumulated other comprehensive loss

          (763,589)



          (806,703)


          Total Jacobs stockholders' equity

          6,060,063



          5,854,345


          Noncontrolling interests

          48,054



          90,009


          Total Group stockholders' equity

          6,108,117



          5,944,354



          $

          11,641,262



          $

          12,645,795


          ?

          Statement of Cash Flow (in thousands):



          For the Three Months Ended


          For the Nine Months Ended

          Unaudited

          June?28, 2019


          June?29, 2018


          June?28, 2019


          June?29, 2018

          Cash Flows from Operating Activities:








          Net earnings attributable to the Group

          $

          531,064



          $

          150,071



          $

          723,427



          $

          204,565


          Adjustments to reconcile net earnings to net cash flows provided by operations:








          Depreciation and amortization:








          Property, equipment and improvements

          25,851



          29,576



          69,663



          88,715


          Intangible assets

          18,383



          22,447



          56,346



          58,495


          (Gain) Loss on disposal of ECR business

          (917,697)





          (917,697)




          (Gain) Loss on disposal of other businesses and investments

          9,608



          (444)



          9,608



          (444)


          (Gain) Loss on investment in equity securities

          (2,175)





          (2,175)




          Stock based compensation

          18,425



          14,939



          47,341



          61,821


          Equity in earnings of operating ventures, net

          (2,307)



          (9,174)



          (7,632)



          (8,387)


          (Gain) Losses on disposals of assets, net

          (1,732)



          6,138



          1,998



          10,055


          Loss (Gain) on pension and retiree medical plan changes





          (34,621)



          3,819


          Deferred income taxes

          83,600



          (14,173)



          52,592



          (7,374)


          Changes in assets and liabilities, excluding the effects of businesses acquired:








          Receivables and contract assets

          (149,885)



          (144,474)



          (402,616)



          (316,386)


          Prepaid expenses and other current assets

          (41,734)



          7,981



          5,999



          5,620


          Accounts payable

          74,532



          120,741



          67,778



          138,713


          Accrued liabilities

          (103,416)



          28,708



          (161,179)



          8,083


          Contract liabilities

          361,881



          1,096



          419,762



          34,695


          ?Other deferred liabilities

          (80,707)



          (3,587)



          (129,468)



          (21,007)


          ????? Other, net

          11,228



          4,901



          (19,439)



          7,967


          ????????? Net cash (used for) provided by operating activities

          (165,081)



          214,746



          (220,313)



          268,950


          Cash Flows from Investing Activities:








          Additions to property and equipment

          (45,190)



          (18,563)



          (106,670)



          (63,408)


          Disposals of property and equipment and other assets

          60





          7,300



          428


          Distributions of capital from (contributions to) equity investees



          15,310



          (3,904)



          7,614


          Acquisitions of businesses, net of cash acquired

          (575,110)



          (3,729)



          (575,110)



          (1,488,546)


          Disposals of investment in equity securities

          64,708





          64,708




          Proceeds (payments) related to sales of businesses

          2,796,734





          2,796,734



          3,403


          Purchases of noncontrolling interests





          (1,113)




          ?????????? Net cash provided by (used for) investing activities

          2,241,202



          (6,982)



          2,181,945



          (1,540,509)


          Cash Flows from Financing Activities:








          Net (payments) proceeds from borrowings

          (1,895,959)



          (159,814)



          (1,200,388)



          1,402,387


          Debt issuance costs





          (3,741)




          Proceeds from issuances of common stock

          20,198



          6,952



          46,143



          33,588


          Common stock repurchases

          (36,183)



          (31)



          (524,618)



          (2,982)


          Taxes paid on vested restricted stock

          (5,870)



          (10,835)



          (26,187)



          (27,975)


          Cash dividends, including to noncontrolling interests

          (25,867)



          (20,999)



          (82,257)



          (65,232)


          Net cash provided by (used for) financing activities

          (1,943,681)



          (184,727)



          (1,791,048)



          1,339,786


          Effect of Exchange Rate Changes

          15,164



          (34,082)



          34,300



          (18,008)


          Net Increase (decrease) in Cash and Cash Equivalents

          147,604



          (11,045)



          204,884



          50,219


          Cash and Cash Equivalents at the Beginning of the Period

          850,638



          835,415



          793,358



          774,151


          Cash and Cash Equivalents at the End of the Period

          998,242



          824,370



          998,242



          824,370


          Less Cash and Cash Equivalents included in Assets held for Sale



          (161,666)





          (161,666)


          Cash and Cash Equivalents of Continuing Operations at the End of the Period

          $

          998,242



          $

          662,704



          $

          998,242



          $

          662,704


          ?

          Backlog (in millions):



          June?28, 2019


          June?29, 2018

          Aerospace, Technology and Nuclear

          $

          8,456



          $

          7,147


          Buildings, Infrastructure and Advanced Facilities

          14,011



          12,693


          ??????????? Total

          $

          22,467



          $

          19,840


          Non-GAAP Financial Measures:

          In this press release, the Company has included certain non-GAAP financial measures as defined in Regulation G promulgated under the Securities Exchange Act of 1934, as amended. The non-GAAP financial measures included in this press release are net revenue, adjusted net earnings from continuing operations, adjusted EPS from continuing operations and adjusted EBITDA.

          Adjusted net earnings from continuing operations and adjusted EPS from continuing operations are non-GAAP financial measures that are calculated by (i) excluding the costs related to the 2015 restructuring activities, which included involuntary terminations, the abandonment of certain leased offices, combining operational organizations and the co-location of employees into other existing offices; and charges associated with our Europe, U.K. and Middle East region, which included write-offs on contract accounts receivable and charges for statutory redundancy and severance costs (collectively, the "2015 Restructuring and other items"); (ii) excluding costs and other charges associated with restructuring activities implemented in connection with the CH2M acquisition, the ECR divestiture, the KeyW acquisition and other related cost reduction initiatives, which included involuntary terminations, costs associated with co-locating Jacobs and KeyW and CH2M offices, separating physical locations of ECR and continuing operations, costs and expenses of the Integration Management Office and Separation Management Office, including professional services and personnel costs, costs and charges associated with the divestiture of joint venture interests to resolve potential conflicts arising from the CH2M acquisition, expenses relating to certain commitments and contingencies relating to discontinued operations of the CH2M business, and similar costs and expenses (collectively referred to as the "Restructuring and other charges"); (iii) excluding transaction costs and other charges incurred in connection with closing of the KeyW and CH2M acquisitions and sale of the ECR business, including advisor fees, change in control payments, costs and expenses relating to the registration and listing of Jacobs stock issued in connection with the CH2M acquisition, and similar transaction costs and expenses (collectively referred to as "transaction costs"); (iv) excluding charges resulting from the revaluation of certain deferred tax assets/liabilities in connection with U.S. tax reform; (v) adding back depreciation and amortization relating to the ECR business of the Company that was ceased as a result of the application of held-for-sale accounting; (vi) adding back amortization of intangible assets; (vii) allocating to discontinued operations estimated stranded corporate costs that will be reimbursed or otherwise eliminated in connection with the sale of the ECR business; (viii) allocating to discontinued operations estimated interest expense relating to long-term debt that was paid down with the proceeds of the ECR sale; (ix) the reclassification of revenue under the Company's transition services agreement (TSA) included in other income for U.S. GAAP reporting purposes to SG&A and the exclusion of remaining unreimbursed costs associated with the TSA; (x) the exclusion of a one-time favorable adjustment in the fiscal 2019 period associated with a reduction of deferred income taxes for permanently reinvested earnings from non-U.S. subsidiaries in connection with the sale of the ECR business; and (xi) other income tax adjustments. Adjustments to derive adjusted net earnings from continuing operations and adjusted EPS from continuing operations are calculated on an after-tax basis. Adjusted EBITDA is calculated by adding depreciation expense to adjusted operating profit from continuing operations. Net revenue is calculated by excluding pass-through revenues of the BIAF line of business.? We believe that net revenue, adjusted net earnings from continuing operations, adjusted EPS from continuing operations and adjusted EBITDA are useful to management, investors and other users of our financial information in evaluating the Company's operating results and understanding the Company's operating trends by excluding or adding back the effects of the items described above, the inclusion or exclusion of which can obscure underlying trends. Additionally, management uses net revenue, adjusted net earnings from continuing operations, adjusted EPS from continuing operations and adjusted EBITDA in its own evaluation of the Company's performance, particularly when comparing performance to past periods, and believes these measures are useful for investors because they facilitate a comparison of our financial results from period to period.

          The Company provides non-GAAP measures to supplement U.S. GAAP measures, as they provide additional insight into the Company's financial results. However, non-GAAP measures have limitations as analytical tools and should not be considered in isolation and are not in accordance with, or a substitute for, U.S. GAAP measures. In addition, other companies may define non-GAAP measures differently, which limits the ability of investors to compare non-GAAP measures of the Company to those used by our peer companies.

          The following tables reconcile the components and values of U.S. GAAP revenue, net earnings from continuing operations, EPS from continuing operations to the corresponding "adjusted" amounts. For the comparable periods presented below, such adjustments consist of amounts incurred in connection with the items described above. Amounts are shown in thousands, except for per-share data (note: earnings per share amounts may not add across due to rounding). Reconciliation of the adjusted EPS and adjusted EBITDA outlook for the full fiscal year to the most directly comparable GAAP measure is not available without unreasonable efforts because the Company cannot predict with sufficient certainty all the components required to provide such reconciliation.

          U.S. GAAP Reconciliation for the third quarter of fiscal 2019 and 2018



          Three Months Ended


          June?28, 2019

          Unaudited

          U.S. GAAP


          Effects of
          Restructuring
          and Other
          Charges


          Effects of
          Transaction
          Costs (1)


          Other
          Adjustments
          (2)


          Adjusted

          Revenues

          $

          3,169,622



          $



          $



          $



          $

          3,169,622


          Pass through revenue







          (533,935)



          (533,935)


          Net revenue

          3,169,622







          (533,935)



          2,635,687


          Direct cost of contracts

          (2,543,488)



          2,481





          533,935



          (2,007,072)


          Gross profit

          626,134



          2,481







          628,615


          Selling, general and administrative expenses

          (536,180)



          89,926



          12,738



          37,714



          (395,802)


          Operating Profit

          89,954



          92,407



          12,738



          37,714



          232,813


          Total other (expense) income, net

          3,445



          831



          515



          (8,362)



          (3,571)


          Earnings from Continuing Operations Before Taxes

          93,399



          93,238



          13,253



          29,352



          229,242


          Income Tax Benefit (Expense) for Continuing Operations

          1,981



          (22,924)



          (3,259)



          (5,823)



          (30,025)


          Net Earnings of the Group from Continuing Operations

          95,380



          70,314



          9,994



          23,529



          199,217


          Net Earnings Attributable to Noncontrolling Interests from Continuing Operations

          (6,015)









          (6,015)


          Net Earnings from Continuing Operations attributable to Jacobs

          89,365



          70,314



          9,994



          23,529



          193,202


          Net Earnings Attributable to Discontinued Operations

          435,077



          2,058



          2,447



          (7,823)



          431,759


          Net earnings attributable to Jacobs

          $

          524,442



          $

          72,372



          $

          12,441



          $

          15,706



          $

          624,961


          Diluted Net Earnings from Continuing Operations Per Share

          $

          0.65



          $

          0.51



          $

          0.07



          $

          0.17



          $

          1.40


          Diluted Net Earnings from Discontinued Operations Per Share

          $

          3.15



          $

          0.01



          $

          0.02



          $

          (0.06)



          $

          3.13


          Diluted Earnings Per Share

          $

          3.80



          $

          0.52



          $

          0.09



          $

          0.11



          $

          4.53


          Operating profit margin

          2.84

          %








          8.83

          %


          (1) Includes after-tax CH2M transaction costs and adjustments of $0.4 million, after-tax transaction costs associated with the sale of our ECR line of business of $2.4 million and after-tax transaction costs associated with the acquisition of KeyW of $9.6 million.


          (2) Includes (a) the removal of pass through revenues and costs for the BIAF line of business for the calculation of operating profit margin as a percentage of net revenue of $533.9 million, (b) the removal of amortization of intangible assets of $18.4 million, (c) the allocation to discontinued operations of estimated stranded corporate costs of $2.0 million for the month of April prior to the sale that will be reimbursed under the ECR transition services agreement (TSA) with Worley Parsons or otherwise eliminated from the ongoing operations in connection with the sale of the ECR business, (d) the allocation to discontinued operations of estimated interest expense for the month of April prior to the sale related to long-term debt that has been paid down as a result of the ECR sale of $5.8 million, (e) the add-back of depreciation relating to the ECR business that was ceased as a result of the application of held-for-sale accounting of $2.6 million, (f) the reclassification of revenues under the Company's TSA of $14.1 million included in other income for U.S. GAAP reporting purposes to SG&A and the exclusion of $3.2 million in remaining unreimbursed costs associated with this agreement, (g) other income tax adjustments of $1.5 million and (h) associated income tax expense adjustments for all the above pre-tax adjustment items.

          ?


          Three Months Ended


          June?29, 2018

          Unaudited

          U.S. GAAP


          Effects of
          Restructuring
          and Other
          Charges


          Effects of
          CH2M
          Transaction
          Costs


          Other
          ?Adjustments
          (1)


          Adjusted

          Revenues

          $

          2,933,623



          $



          $



          $



          $

          2,933,623


          Pass through revenue







          (583,423)



          (583,423)


          Net revenue

          2,933,623







          (583,423)



          2,350,200


          Direct cost of contracts

          (2,325,028)



          2,576





          583,423



          (1,739,029)


          Gross profit

          608,595



          2,576







          611,171


          Selling, general and administrative expenses

          (446,083)



          27,967



          4,422



          25,699



          (387,995)


          Operating Profit

          162,512



          30,543



          4,422



          25,699



          223,176


          Total other (expense) income, net

          (15,879)



          (466)



          933



          16,069



          657


          Earnings from Continuing Operations Before Taxes

          146,633



          30,077



          5,355



          41,768



          223,833


          Income Tax Benefit (Expense) for Continuing Operations

          (31,174)



          (7,433)



          (1,483)



          (3,478)



          (43,568)


          Net Earnings of the Group from Continuing Operations

          115,459



          22,644



          3,872



          38,290



          180,265


          Net Earnings Attributable to Noncontrolling Interests from Continuing Operations

          (2,123)



          (577)







          (2,700)


          Net Earnings from Continuing Operations attributable to Jacobs

          113,336



          22,067



          3,872



          38,290



          177,565


          Net Earnings Attributable to Discontinued Operations

          36,886



          12,683





          (14,800)



          34,769


          Net earnings attributable to Jacobs

          $

          150,222



          $

          34,750



          $

          3,872



          $

          23,490



          $

          212,334


          Diluted Net Earnings from Continuing Operations Per Share

          $

          0.79



          $

          0.15



          $

          0.03



          $

          0.27



          $

          1.24


          Diluted Net Earnings from Discontinued Operations Per Share

          $

          0.26



          $

          0.09



          $



          $

          (0.10)



          $

          0.24


          Diluted Earnings Per Share

          $

          1.05



          $

          0.24



          $

          0.03



          $

          0.16



          $

          1.48


          Operating profit margin

          5.54

          %








          9.50

          %


          (1) Includes (a) the removal of pass through revenues and costs for the BIAF line of business for the calculation of operating profit margin as a percentage of net revenue of $583.4 million, (b) the removal of amortization of intangible assets of $22.4 million, (c) the allocation to discontinued operations of estimated stranded corporate costs of $6.4 million that would have been reimbursed under the ECR transition services agreement (TSA) with Worley Parsons or otherwise eliminated from the ongoing operations in connection with the sale of the ECR business, (d) estimated 2018 impacts of $19.2 million from overhead allocation realignments in connection with the Company's CH2M business in the first quarter of fiscal 2019 had those changes been put into effect in first quarter of fiscal 2018 (the net impact of which was zero for consolidated selling, general and administrative expenses), (e) the allocation to discontinued operations of estimated interest expense for the full period related to long-term debt that has been paid down as a result of the ECR sale of $16.1 million, (f) the add-back of charges resulting from the revaluation of certain deferred tax assets/liabilities in connection with U.S. tax reform of $5.3 million and (g) associated income tax expense adjustments for all the above pre-tax adjustment items.

          ?


          Nine Months Ended


          June?28, 2019

          Unaudited

          U.S. GAAP


          Effects of
          Restructuring
          and Other
          Charges


          Effects of
          Transaction
          Costs (1)


          Other
          Adjustments
          (2)


          Adjusted

          Revenues

          $

          9,345,005



          $



          $



          $



          $

          9,345,005


          Pass through revenue







          (1,840,572)



          (1,840,572)


          Net revenue

          9,345,005







          (1,840,572)



          7,504,433


          Direct cost of contracts

          (7,533,511)



          1,969





          1,840,572



          (5,690,970)


          Gross profit

          1,811,494



          1,969







          1,813,463


          Selling, general and administrative expenses

          (1,505,731)



          231,610



          12,738



          87,863



          (1,173,520)


          Operating Profit

          305,763



          233,579



          12,738



          87,863



          639,943


          Total other (expense) income, net

          (8,344)



          (28,460)



          1,544



          28,109



          (7,151)


          Earnings from Continuing Operations Before Taxes

          297,419



          205,119



          14,282



          115,972



          632,792


          Income Tax Expense for Continuing Operations

          (12,829)



          (44,443)



          (3,509)



          (53,782)



          (114,563)


          Net Earnings of the Group from Continuing Operations

          284,590



          160,676



          10,773



          62,190



          518,229


          Net (Earnings) Loss Attributable to Noncontrolling Interests from Continuing Operations

          (15,578)









          (15,578)


          Net Earnings from Continuing Operations attributable to Jacobs

          269,012



          160,676



          10,773



          62,190



          502,651


          Net Earnings Attributable to Discontinued Operations

          436,642



          (587)



          8,948



          (55,622)



          389,381


          Net earnings attributable to Jacobs

          $

          705,654



          $

          160,089



          $

          19,721



          $

          6,568



          $

          892,032


          Diluted Net Earnings from Continuing Operations Per Share

          $

          1.92



          $

          1.14



          $

          0.08



          $

          0.44



          $

          3.58


          Diluted Net Earnings from Discontinued Operations Per Share

          $

          3.11



          $



          $

          0.06



          $

          (0.40)



          $

          2.77


          Diluted Earnings Per Share

          $

          5.02



          $

          1.14



          $

          0.14



          $

          0.05



          $

          6.35


          Operating profit margin

          3.27

          %








          8.53

          %


          (1) Includes after-tax CH2M transaction costs and adjustments of $1.2 million, after-tax transaction costs associated with the sale of our ECR line of business of $8.9 million and after-tax transaction costs associated with the acquisition of KeyW of $9.6 million.


          (2) Includes (a) the removal of pass through revenues and costs for the BIAF line of business for the calculation of operating profit margin as a percentage of net revenue of $1.84 billion, (b) the removal of amortization of intangible assets of $55.7 million, (c) the allocation to discontinued operations of estimated stranded corporate costs of $14.8 million for the month of April prior to the sale that will be reimbursed under the ECR? transition services agreement (TSA) with Worley Parsons or otherwise eliminated from the ongoing operations in connection with the sale of the ECR business, (d) the allocation to discontinued operations of estimated interest expense for the month of April prior to the sale related to long-term debt that has been paid down as a result of the ECR sale of $42.3 million, (e) the exclusion of approximately $37.0 million in one-time favorable income tax adjustment from the second quarter associated with reduction of deferred income taxes for permanently reinvested earnings from non-U.S. subsidiaries in connection with the sale of the ECR business, (f) the add-back of charges resulting from the revaluation of certain deferred tax assets/liabilities in connection with U.S. tax reform from the first quarter of $11.0 million and other adjustments of $1.5 million,? (g) the add-back of depreciation relating to the ECR business that was ceased as a result of the application of held-for-sale accounting of $17.3 million, (h) the reclassification of revenues under the Company's TSA of $14.1 million included in other income for U.S. GAAP reporting purposes to SG&A and the exclusion of $3.2 million in remaining unreimbursed costs associated with this agreement and (i) associated income tax expense adjustments for all the above pre-tax adjustment items.

          ?


          Nine Months Ended


          June?29, 2018

          Unaudited

          U.S. GAAP


          Effects of
          Restructuring
          and Other
          Charges


          Effects of
          CH2M
          Transaction
          Costs


          Other
          Adjustments
          (1)


          Adjusted

          Revenues

          $

          7,587,916



          $



          $



          $



          $

          7,587,916


          Pass through revenue







          (1,603,930)



          (1,603,930)


          Net revenue

          7,587,916







          (1,603,930)



          5,983,986


          Direct cost of contracts

          (6,035,598)



          2,576





          1,603,930



          (4,429,092)


          Gross profit

          1,552,318



          2,576







          1,554,894


          Selling, general and administrative expenses

          (1,325,722)



          120,168



          76,915



          68,252



          (1,060,387)


          Operating Profit

          226,596



          122,744



          76,915



          68,252



          494,507


          Total other (expense) income, net

          (38,016)





          1,189



          33,205



          (3,622)


          Earnings from Continuing Operations Before Taxes

          188,580



          122,744



          78,104



          101,457



          490,885


          Income Tax Expense for Continuing Operations

          (110,230)



          (31,352)



          (19,363)



          51,210



          (109,735)


          Net Earnings of the Group from Continuing Operations

          78,350



          91,392



          58,741



          152,667



          381,150


          Net (Earnings) Loss Attributable to Noncontrolling Interests from Continuing Operations

          (5,539)



          (577)







          (6,116)


          Net Earnings from Continuing Operations attributable to Jacobs

          72,811



          90,815



          58,741



          152,667



          375,034


          Net Earnings Attributable to Discontinued Operations

          128,161



          9,794





          (32,607)



          105,348


          Net earnings attributable to Jacobs

          $

          200,972



          $

          100,609



          $

          58,741



          $

          120,060



          $

          480,382


          Diluted Net Earnings from Continuing Operations Per Share

          $

          0.53



          $

          0.66



          $

          0.43



          $

          1.11



          $

          2.72


          Diluted Net Earnings from Discontinued Operations Per Share

          $

          0.93



          $

          0.07



          $



          $

          (0.24)



          $

          0.76


          Diluted Earnings Per Share

          $

          1.46



          $

          0.73



          $

          0.43



          $

          0.87



          $

          3.49


          Operating profit margin

          2.99

          %








          8.26

          %


          (1) Includes (a) the removal of pass through revenues and costs for the BIAF line of business for the calculation of operating profit margin as a percentage of net revenue of $1.60 billion; (b) the removal of amortization of intangible assets of $58.5 million, (c) the allocation to discontinued operations of estimated stranded corporate costs of $19.2 million that would have been reimbursed under the ECR? transition services agreement (TSA) with Worley Parsons or otherwise eliminated from the ongoing operations in connection with the sale of the ECR business, (d) estimated 2018 impacts of $51.2 million from overhead allocation realignments in connection with the Company's CH2M business in the first quarter of fiscal 2019 had those changes been put into effect in first quarter of fiscal 2018 (the net impact of which was zero for consolidated selling, general and administrative expenses), (e) the allocation to discontinued operations of estimated interest expense for the full period related to long-term debt that has been paid down as a result of the ECR sale of $33.2 million, (f) the add-back of charges resulting from the revaluation of certain deferred tax assets/liabilities in connection with U.S. tax reform of $74.7 million and (g) associated income tax expense adjustments for all the above pre-tax adjustment items.

          ?

          Earnings Per Share:



          Three Months Ended


          Nine Months Ended

          Unaudited

          June?28, 2019


          June?29, 2018


          June?28, 2019


          June?29, 2018

          Numerator for Basic and Diluted EPS:








          Net earnings (loss) attributable to Jacobs from continuing operations

          $

          89,365



          $

          113,336



          $

          269,012



          $

          72,811


          Net earnings (loss) from continuing operations allocated to participating securities

          (105)



          (475)



          (444)



          (325)


          Net earnings (loss) from continuing operations allocated to common stock for EPS calculation

          $

          89,260



          $

          112,861



          $

          268,568



          $

          72,486










          Net earnings (loss) attributable to Jacobs from discontinued operations

          $

          435,077



          $

          36,886



          436,642



          128,161


          Net earnings (loss) from discontinued operations allocated to participating securities

          (513)



          (155)



          (720)



          (573)


          Net earnings (loss) from discontinued operations allocated to common stock for EPS calculation

          $

          434,564



          $

          36,731



          $

          435,922



          $

          127,588










          Net earnings allocated to common stock for EPS calculation

          $

          523,824



          $

          149,592



          $

          704,490



          $

          200,074










          Denominator for Basic and Diluted EPS:








          Weighted average basic shares

          136,772



          142,612



          139,263



          136,717


          Shares allocated to participating securities

          (161)



          (597)



          (230)



          (743)


          Shares used for calculating basic EPS attributable to common stock

          136,611



          142,015



          139,033



          135,974










          Effect of dilutive securities:








          Stock compensation plans

          1,212



          1,014



          1,206



          1,028


          Shares used for calculating diluted EPS attributable to common stock

          137,823



          143,029



          140,239



          137,002










          Net Earnings Per Share:








          Basic Net Earnings from Continuing Operations Per Share

          $

          0.65



          $

          0.79



          $

          1.93



          $

          0.53


          Basic Net Earnings from Discontinued Operations Per Share

          $

          3.18



          $

          0.26



          $

          3.14



          $

          0.94


          Basic EPS

          $

          3.83



          $

          1.05



          $

          5.07



          $

          1.47


          Diluted Net Earnings from Continuing Operations Per Share

          $

          0.65



          $

          0.79



          $

          1.92



          $

          0.53


          Diluted Net Earnings from Discontinued Operations Per Share

          $

          3.15



          $

          0.26



          $

          3.11



          $

          0.93


          Diluted EPS

          $

          3.80



          $

          1.05



          $

          5.02



          $

          1.46


          For additional information contact:

          Investors:
          Jonathan Doros, 214-583-8596
          jonathan.doros@jacobs.com

          Media:
          Marietta Hannigan, 214-920-8035
          marietta.hannigan@jacobs.com

          Jacobs Logo (PRNewsfoto/Jacobs Engineering Group Inc.)

          ?

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          SOURCE Jacobs

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