Jacobs Reports Earnings for the Second Quarter of Fiscal 2019

DALLAS, May 7, 2019 /PRNewswire/ -- Jacobs Engineering Group Inc. (NYSE: JEC) today announced its financial results for the fiscal second quarter ended March 29, 2019.

Q2 2019 Highlights:

    --  Revenue of $3.1 billion(1) grew 7.7% year-over-year and 8.7% on net
        revenue basis
    --  Operating profit up double-digit year-over-year; OP margin up more than
        120 bps
    --  EPS from continuing operations of $0.82, affected by CH2M related
        restructuring and ECR divestiture costs
    --  Adjusted EPS from continuing operations of $1.19, up 37% year-over-year
    --  Backlog increased $1.5 billion, or 8% year-over-year to $20.7 billion
    --  Increasing fiscal 2019 adjusted pro forma EPS outlook to $4.45 - $4.85
        (excluding full year ECR)(2)

Jacobs' Chair and CEO Steve Demetriou commented, "Our strong second quarter results include significant net revenue and operating profit growth versus the year-ago quarter, resulting in our adjusted operating profit margin increasing to 9% for the quarter. These results provide momentum to achieve our fiscal 2019 outlook. We view an ambitious strategic vision, consistent execution and disciplined capital allocation as paramount to driving continued shareholder value. We are creating a company like no other that is rooted in a culture of innovation focused on solving the world's most complex challenges."

Jacobs' CFO Kevin Berryman added, "Our second quarter results were solid across both lines of business resulting in strong overall revenue and profit growth. The CH2M integration is near complete and revenue synergies are accelerating in backlog, which is up 8% year-over-year. Our transformed portfolio is well aligned to long-term secular growth trends with an efficient cost structure that will drive enhanced operating leverage. We continue to expect $920 million to $1 billion in adjusted EBITDA(3) for fiscal 2019 and we are raising our fiscal 2019 adjusted pro forma EPS outlook to $4.45 - $4.85."

The company announced the pending acquisition of The KeyW Holding Corporation on April 22, 2019 and closed the sale of its Energy, Chemicals and Resources (ECR) business on April 26, 2019.

(1)Reflects continuing operations as reported in accordance with GAAP.

(2)Reconciliation of the adjusted EPS 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.

(3)Reconciliation of the 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.



       
     Second Quarter Review




                                
     
       Fiscal 2Q 2019   
       
          Fiscal 2Q 2018    
       
         Change

                                                                                                   ---

          Revenue                   
         $3.1 billion       
            $2.9 billion    
       $0.2 billion

    ---                                                                                            ---

          Net Revenue               
         $2.5 billion       
            $2.3 billion    
       $0.2 billion

    ---                                                                                            ---

          GAAP Net
           Earnings from
           Continuing
           Operations               
         $115 million   
        -$6 million             
       $121 million

    ---                                                                                            ---

          GAAP Earnings
           Per Diluted
           Share (EPS)
           from Continuing
           Operations                            $0.82                       -$0.04                $0.86

    ---

          Adjusted Net
           Earnings from
           Continuing
           Operations               
         $166 million       
            $124 million     
       $42 million

    ---                                                                                            ---

          Adjusted EPS
           from Continuing
           Operations                            $1.19                        $0.87                $0.32

    ---

The company's adjusted net earnings from continuing operations and adjusted EPS from continuing operations for the second 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 2Q 2019    
       
                Fiscal 2Q 2018



        After-tax
         restructuring and
         other charges                       
      $55 million ($0.39 per share)  
       $57 million ($0.40 per share)

    ---

        After-tax transaction
         costs incurred in
         connection with the
         closing of the CH2M
         acquisition and the
         sale of the ECR
         business                           
      $0.4 million ($0.00 per share)   
       $4 million ($0.02 per share)

    ---

        Other adjustments
         include:                              -$5 million (-$0.03 per share)  
       $70 million ($0.49 per share)

         (a) addback of
          amortization of
          intangible assets of
          $18.7 million and
          $18.2 million in the
          2019 and 2018 periods,
          respectively,

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

         (c) the allocation to
          discontinued                           million and $14.4
          operations of                          million, respectively,
          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 $18.4

         (d) the exclusion of a
          $37 million one-time                   sale of the ECR
          favorable adjustment                   business,
          in the 2019 period
          associated with
          reduction of deferred
          income taxes for
          permanently reinvested
          earnings from non-
          U.S. subsidiaries in
          connection with the

         (e) the add-back of
          charges resulting from
          the revaluation of
          certain deferred tax
          assets/liabilities in
          connection with U.S.
          tax reform of $40.6
          million in the 2018
          period and

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

    ---

                     Adjusted EPS from
                      Continuing Operations 
      $166 million ($1.19 per share) 
       $124 million ($0.87 per share)

    ---



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

Fiscal second quarter 2019 earnings from continuing operations include an adjusted effective tax rate of 23% excluding the ECR sale related tax adjustment mentioned above. Additionally, fiscal second quarter 2019 earnings include pre-tax charges for the award and recovery of costs, estimated related interest and attorneys' fees in the amount of $147.0 million for a legal matter. Such charges relate to discontinued operations and therefore are not included in earnings from continuing operations.

Jacobs is hosting a conference call at 10:00 A.M. ET on Tuesday May 7, 2019, which it is webcasting live at www.jacobs.com.

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 April 21, 2019, Jacobs entered into an Agreement and Plan of Merger (the "Merger Agreement") with The KeyW Holding Corporation, a Maryland corporation ("KeyW"), and Atom Acquisition Sub, Inc., a Maryland corporation and a wholly owned indirect subsidiary of Jacobs ("Merger Sub"). Pursuant to and subject to the terms and conditions of the Merger Agreement, Merger Sub will commence an all-cash tender offer within fifteen business days after the date of the Merger Agreement to acquire all of KeyW's issued and outstanding shares of common stock at a price per share of $11.25, payable net to the seller in cash, without interest, and subject to any required withholding taxes. Jacobs expects to finance the transaction through a combination of cash on hand and its existing credit facility. The acquisition is subject to the satisfaction of customary closing conditions, including regulatory approvals and is expected to be completed by August 31, 2019.

About Jacobs

Jacobs leads the global professional services sector delivering 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.jacobs.com, and connect with Jacobs on 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 quarter ended 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.

Financial Highlights:



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

    ---



                                                                     For the Three Months Ended                                                     For the Six Months Ended



                                                     March 29, 2019                                            March 30, 2018                  March 29, 2019                    March 30, 2018

                                                                                                                                                                             ---


       Revenues                                                      $
              3,091,596                                   $
          2,870,295                                                 $
            6,175,384  $
          4,654,294


        Direct cost of contracts                        (2,474,755)                                (2,268,667)                                    (4,990,023)                                           (3,710,572)




       Gross profit                                        616,841                                     601,628                                      1,185,361                                               943,722


        Selling, general and
         administrative expenses                          (514,160)                                  (532,873)                                     (969,551)                                            (879,637)




       Operating Profit                                    102,681                                      68,755                                        215,810                                                64,085



       Other Income (Expense):



       Interest income                                       1,670                                       1,785                                          3,774                                                 5,619



       Interest expense                                   (29,423)                                   (19,228)                                      (54,749)                                             (26,320)


        Miscellaneous income
         (expense), net                                      36,904                                     (2,661)                                        39,186                                               (1,436)



        Total other (expense)
         income, net                                          9,151                                    (20,104)                                      (11,789)                                             (22,137)



        Earnings from Continuing
         Operations Before Taxes                            111,832                                      48,651                                        204,021                                                41,948


        Income Tax Benefit (Expense)
         for Continuing Operations                            7,947                                    (51,856)                                      (14,811)                                             (79,056)



        Net Earnings (Loss) of the
         Group from Continuing
         Operations                                         119,779                                     (3,205)                                       189,210                                              (37,108)


        Net Earnings (Loss) of the
         Group from Discontinued
         Operations                                        (57,006)                                     55,137                                          3,153                                                91,601



        Net Earnings of the Group                            62,773                                      51,932                                        192,363                                                54,493


        Net Earnings Attributable to
         Noncontrolling Interests
         from Continuing Operations                         (5,024)                                    (3,085)                                       (9,562)                                              (3,416)



        Net Earnings (Loss)
         Attributable to Jacobs from
         Continuing Operations                              114,755                                     (6,290)                                       179,648                                              (40,524)


        Net Earnings Attributable to
         Noncontrolling Interests
         from Discontinued
         Operations                                           (832)                                      (260)                                       (1,588)                                                (327)



        Net Earnings (Loss)
         Attributable to Jacobs from
         Discontinued Operations                                       $
              (57,838)                                     $
          54,877                                                     $
            1,565     $
          91,274



        Net Earnings Attributable to
         Jacobs                                                          $
              56,917                                      $
          48,587                                                   $
            181,213     $
          50,750




       Net Earnings Per Share:


        Basic Net Earnings from
         Continuing Operations Per
         Share                                                             $
              0.83                                      $
          (0.04)                                                     $
            1.28     $
          (0.30)


        Basic Net Earnings from
         Discontinued Operations Per
         Share                                                           $
              (0.42)                                       $
          0.39                                                      $
            0.01       $
          0.68



        Basic Earnings Per Share                                           $
              0.41                                        $
          0.34                                                      $
            1.29       $
          0.38





        Diluted Net Earnings from
         Continuing Operations Per
         Share                                                             $
              0.82                                      $
          (0.04)                                                     $
            1.27     $
          (0.30)


        Diluted Net Earnings from
         Discontinued Operations Per
         Share                                                           $
              (0.41)                                       $
          0.39                                                      $
            0.01       $
          0.68



        Diluted Earnings Per Share                                         $
              0.41                                        $
          0.34                                                      $
            1.28       $
          0.38



       
                
                  
         Segment Information (in thousands):

    ---



                                                                    For the Three Months Ended                                              For the Six Months Ended


                                                     March 29, 2019                                       March 30, 2018                 March 29, 2019                  March 30, 2018

                                                                                                                                                                     ---

        Revenues from External Customers:


        Aerospace, Technology
         and Nuclear                                                  $
              1,059,508                                $
        923,905                                                $
         2,094,537  $
        1,634,780


        Buildings,
         Infrastructure and
         Advanced Facilities                              2,032,088                             1,946,390                                    4,080,847                                          3,019,514


        Pass Through Revenue                              (632,359)                            (608,720)                                  (1,306,637)                                        (1,020,507)



        Buildings,
         Infrastructure and
         Advanced Facilities Net
         Revenue                                                      $
              1,399,729                              $
        1,337,670                                                $
         2,774,210  $
        1,999,007




       Total Revenue                                                 $
              3,091,596                              $
        2,870,295                                                $
         6,175,384  $
        4,654,294




       Net Revenue                                                   $
              2,459,237                              $
        2,261,575                                                $
         4,868,747  $
        3,633,787





                                                                    For the Three Months Ended                                              For the Six Months Ended


                                                     March 29, 2019                                       March 30, 2018                 March 29, 2019                  March 30, 2018

                                                                                                                                                                     ---


       Segment Operating Profit:


        Aerospace, Technology
         and Nuclear                                                     $
              73,831                                 $
        52,458                                                  $
         145,982    $
        113,524


        Buildings,
         Infrastructure and
         Advanced Facilities                                172,689                               144,755                                      332,148                                            211,615



        Total Segment Operating
         Profit                                             246,520                               197,213                                      478,130                                            325,139


        Other Corporate Expenses
         (1)                                              (49,901)                             (47,133)                                   (121,149)                                          (96,361)


        Restructuring and Other
         Charges                                           (93,938)                             (76,473)                                   (141,171)                                          (92,200)


        Transaction Costs                                         -                              (4,852)                                                                                      (72,493)



        Total U.S. GAAP
         Operating Profit                                   102,681                                68,755                                      215,810                                             64,085


        Total Other (Expense)
         Income, net (2)                                      9,151                              (20,104)                                    (11,789)                                          (22,137)



        Earnings from Continuing
         Operations Before Taxes                                        $
              111,832                                 $
        48,651                                                  $
         204,021     $
        41,948




              (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 $6.4
                                  million for the three-month
                                  periods ended March 29, 2019
                                  and March 30, 2018,
                                  respectively, and $12.8 million
                                  for the six-month periods
                                  ended March 29, 2019 and March
                                  30, 2018, respectively. Other
                                  corporate expenses also include
                                  intangibles amortization of
                                  $18.7 million and $18.2 million
                                  for the three-month periods
                                  ended March 29, 2019 and March
                                  30, 2018, respectively and
                                  $37.3 million and $29.8 million
                                  for the six-month periods
                                  ended March 29, 2019 and March
                                  30, 2018, respectively.





              (2)              Includes gain on the settlement
                                  of the CH2M retiree medical
                                  plans of $32.4 million and
                                  $34.6 million and the
                                  amortization of deferred
                                  financing fees related to the
                                  CH2M acquisition of $0.5
                                  million and $1.0 million for
                                  the three- and six-month
                                  periods ended March 29, 2019 as
                                  well as  amortization of
                                  deferred financing fees related
                                  to the CH2M acquisition of $0.5
                                  million and $0.7 million for
                                  the three- and six-month
                                  periods ended March 30, 2018.



       
                
               
     Other Operational Information (in thousands):

    ---



                                                                    For the Six Months Ended


                     Continuing
                      Operations          March 29, 2019                                     March 30, 2018

                                                                                                        ---

        Depreciation (pre-
         tax)                                                 $
              41,702                               $
        45,240

                                                                                                                       ===

        Amortization of
         Intangibles (pre-
         tax)                                                 $
              37,349                               $
        29,752



        Pass-Through
         Costs Included in
         Revenues                                          $
              1,306,637                            $
        1,020,507

                                                                                                                       ===

        Capital
         Expenditures                                         $
              58,909                               $
        33,499

                                                                                                                       ===



       
                
                  
                    Balance Sheet (in thousands):

    ---




       
                Unaudited                                                     March 29, 2019                                September 28, 2018

                                                                                                                             ---


       
                ASSETS



       Current Assets:



       Cash and cash equivalents                                                                    $
           674,548                             $
          634,870


        Receivables and contract assets                                                 2,747,172                      2,513,934



       Prepaid expenses and other                                                        127,320                        171,096



       Current assets held for sale                                                    1,297,430                      1,236,684




       Total current assets                                                            4,846,470                      4,556,584



        Property, Equipment and Improvements,
         net                                                                              268,800                        257,859




       Other Noncurrent Assets:



       Goodwill                                                                        4,774,849                      4,795,856



       Intangibles, net                                                                  533,638                        572,952



       Miscellaneous                                                                     847,076                        760,854


        Noncurrent assets held for sale                                                 1,675,012                      1,701,690




       Total other noncurrent assets                                                   7,830,575                      7,831,352



                                                                                                  $
           12,945,845                          $
          12,645,795




       
                LIABILITIES AND STOCKHOLDERS' EQUITY



       Current Liabilities:



       Notes payable                                                                                   $
             24                               $
          3,172



       Accounts payable                                                                  828,522                        776,189



       Accrued liabilities                                                             1,177,632                      1,167,002



       Contract liabilities                                                              450,864                        442,760


        Current liabilities held for sale                                                 731,158                        756,570




       Total current liabilities                                                       3,188,200                      3,145,693




       Long-term Debt                                                                  2,841,536                      2,144,167




       Other Deferred Liabilities                                                      1,237,535                      1,260,977



        Noncurrent liabilities held for sale                                              122,993                        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-136,432,304 shares and
                         142,217,933 shares as of March 29, 2019
                         and September 28, 2018, respectively                             136,432                        142,218



       Additional paid-in capital                                                      2,568,809                      2,708,839



       Retained earnings                                                               3,620,873                      3,809,991


        Accumulated other comprehensive loss                                            (860,260)                     (806,703)



        Total Jacobs stockholders' equity                                               5,465,854                      5,854,345



       Noncontrolling interests                                                           89,727                         90,009



        Total Group stockholders' equity                                                5,555,581                      5,944,354



                                                                                                  $
           12,945,845                          $
          12,645,795



       
                
                  
                    Statement of Cash Flow (in thousands):

    ---



                                                                                                  For the Six Months Ended


                                                                              March 29, 2019                               March 30, 2018

                                                                                                                                      ---


       Cash Flows from Operating Activities:


        Net earnings attributable to the
         Group                                                                               $
     192,363                                                 $
      54,493


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



       Depreciation and amortization:


        Property, equipment and
         improvements                                                                 43,812                                                    59,139



       Intangible assets                                                             37,963                                                    36,048


        (Gain) Loss on disposal of
         businesses and investments                                                        -                                                    (444)



       Stock based compensation                                                      28,916                                                    47,189


        Equity in earnings of operating
         ventures, net                                                               (5,325)                                                      787


        (Gain) Losses on disposals of
         assets, net                                                                   3,730                                                     3,917


        Loss (Gain) on pension and retiree
         medical plan changes                                                       (34,621)                                                    3,819



       Deferred income taxes                                                       (31,008)                                                    6,799


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


        Receivables and contract assets                                            (252,731)                                                (171,912)


        Prepaid expenses and other current
         assets                                                                       47,733                                                   (2,361)



       Accounts payable                                                             (6,754)                                                   17,972



       Accrued liabilities                                                         (57,763)                                                 (20,625)



       Contract liabilities                                                          57,881                                                    33,599


        Other deferred liabilities                                                  (48,761)                                                 (17,420)



       Other, net                                                                  (30,667)                                                    3,204



                   Net cash (used for) provided by
                    operating activities                                            (55,232)                                                   54,204



       Cash Flows Used for Investing Activities:


        Additions to property and equipment                                         (61,480)                                                 (44,845)


        Disposals of property and equipment
         and other assets                                                              7,240                                                       428


        Distributions of capital from
         (contributions to) equity
         investees                                                                   (3,904)                                                  (7,696)


        Acquisitions of businesses, net of
         cash acquired                                                                     -                                              (1,484,817)


        Proceeds (payments) related to
         sales of businesses                                                               -                                                    3,403


        Purchases of noncontrolling
         interests                                                                   (1,113)



                   Net cash used for investing
                    activities                                                      (59,257)                                              (1,533,527)


        Cash Flows Provided by Financing Activities:


        Net proceeds from borrowings                                                 695,571                                                 1,562,201



       Debt issuance costs                                                          (3,741)


        Proceeds from issuances of common
         stock                                                                        25,945                                                    26,636



       Common stock repurchases                                                   (488,435)                                                  (2,951)


        Taxes paid on vested restricted
         stock                                                                      (20,317)                                                 (17,140)


        Cash dividends, including to
         noncontrolling interests                                                   (56,390)                                                 (44,233)



        Net cash provided by (used for)
         financing activities                                                        152,633                                                 1,524,513



        Effect of Exchange Rate Changes                                               19,136                                                    16,074



        Net Increase in Cash and Cash
         Equivalents                                                                  57,280                                                    61,264


        Cash and Cash Equivalents at the
         Beginning of the Period                                                     793,358                                                   774,151



        Cash and Cash Equivalents at the
         End of the Period                                                           850,638                                                   835,415


        Less Cash and Cash Equivalents
         included in Assets held for Sale                                          (176,090)                                                (164,612)



        Cash and Cash Equivalents of
         Continuing Operations at the End
         of the Period                                                                       $
     674,548                                                $
      670,803



       
                
            
     Backlog (in millions):

    ---



                                          March 29, 2019            March 30, 2018

                                                                               ---

        Aerospace, Technology
         and Nuclear                                      $
      7,285                        $
      7,174


        Buildings,
         Infrastructure and
         Advanced Facilities                      13,428                           12,088


                    Total                                $
      20,713                       $
      19,262

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, adjusted operating profit margin and adjusted EBITDA.

Adjusted net earnings from continuing operations, adjusted EPS from continuing operations, and adjusted operating profit margin 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 and the ECR divestiture, which included involuntary terminations, costs associated with co-locating Jacobs 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 CH2M acquisition 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; and (ix) 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. Adjustments to derive adjusted net earnings from continuing operations, adjusted EPS from continuing operations are calculated on an after-tax basis. 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, adjusted operating profit margin 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, adjusted operating profit margin 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, EPS and operating profit margin 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 second quarter of fiscal 2019 and 2018

    ---



                                                                                                               
              
        Three Months Ended


                                                                                                                 
              
        March 29, 2019


                                        U.S. GAAP                                                   Effects of                              Effects of                          Other          Adjusted
                                                                                     Restructuring                            Transaction                           Adjustments
                                                                                      and Other                               Costs (1)                                         (2)
                                                                                        Charges

                                                                                                                                                                                                    ---


       Revenues                                    $
              3,091,596                                                                  
              $                                     
              $                            
              $                                      $
           3,091,596


        Pass through revenue                    -                                                                                                                                                               (632,359)                           $
          (632,359)



        Net revenue                     3,091,596                                                                                                                                                                (632,359)             2,459,237


        Direct cost of
         contracts                    (2,474,755)                                                                 (3,383)                                                                                         632,359            (1,845,779)



        Gross profit                      616,841                                                                  (3,383)                                                                                                               613,458


        Selling, general and
         administrative
         expenses                       (514,160)                                                                                   $
              97,321                                  
     $                                      $
           25,078                         $
     (391,761)



        Operating Profit                  102,681                                                                   93,938                                                                                           25,078                221,697


        Total other (expense)
         income, net                        9,151                                                                 (27,117)                                                         515                               18,403                    952



        Earnings from
         Continuing
         Operations Before
         Taxes                            111,832                                                                   66,821                                                          515                               43,481                222,649


        Income Tax Benefit
         (Expense) for
         Continuing
         Operations                         7,947                                                                 (11,824)                                                       (125)                            (48,097)              (52,099)



        Net Earnings (Loss)
         of the Group from
         Continuing
         Operations                       119,779                                                                   54,997                                                          390                              (4,616)               170,550


        Net Earnings
         Attributable to
         Noncontrolling
         Interests from
         Continuing
         Operations                       (5,024)                                                                                                                                                                                       (5,024)



        Net Earnings from
         Continuing
         Operations
         attributable to
         Jacobs                           114,755                                                                   54,997                                                          390                              (4,616)               165,526



        Net Earnings
         Attributable to
         Discontinued
         Operations                      (57,838)                                                                   2,078                                                        1,705                             (24,489)              (78,544)



        Net earnings
         attributable to
         Jacobs                                        $
              56,917                                                                               $
       57,075                                       $
              2,095                            $
           (29,105)                  $
            86,982



        Diluted Net Earnings
         from Continuing
         Operations Per Share                            $
              0.82                                                                                 $
       0.39                          
              $                                               $
           (0.03)                    $
            1.19


        Diluted Net Earnings
         from Discontinued
         Operations Per Share                          $
              (0.41)                                                                                $
       0.01                                        $
              0.01                              $
           (0.18)                  $
            (0.56)



        Diluted Earnings Per
         Share                                           $
              0.41                                                                                 $
       0.41                                        $
              0.02                              $
           (0.21)                    $
            0.62



        Operating profit
         margin                    3.32
            %                                                                                                                                                          9.01
            %

                                                                                                                                                                                                                             ===




              (1)              Includes after-tax CH2M
                                  transaction costs and adjustments
                                  of $0.4 million as well as after-
                                  tax transaction costs associated
                                  with the sale of our ECR line of
                                  business of $1.7 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 $632.4 million, (b) the
                                  removal of amortization of
                                  intangible assets of $18.7
                                  million, (c) the allocation to
                                  discontinued operations of
                                  estimated stranded corporate costs
                                  of $6.4 million 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 full period
                                  related to long-term debt that
                                  has been paid down as a result of
                                  the ECR sale of $18.4 million, (e)
                                  the exclusion of approximately
                                  $37.0 million in one-time
                                  favorable income tax adjustment
                                  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
                                  depreciation relating to the ECR
                                  business that was ceased as a
                                  result of the application of held-
                                  for-sale accounting of $(5.8)
                                  million and (g) associated income
                                  tax expense adjustments for all
                                  the above pre-tax adjustment
                                  items.


                                                                                     
              
       Three Months Ended


                                                                                       
              
       March 30, 2018


                                 U.S. GAAP                                Effects of                              Effects of                            Other     Adjusted
                                                             Restructuring                               CH2M                             Adjustments
                                                              and Other                               Transaction                                         (1)
                                                                Charges                                  Costs



     Revenues                             $
          2,870,295                                                     
              $                                   
             $                    
              $                    $
           2,870,295


      Pass through revenue                                                                                                                                                        (608,720)      (608,720)



      Net revenue                2,870,295                                                                                                                                         (608,720)      2,261,575


      Direct cost of
       contracts               (2,268,667)                                                                                                                                          608,720     (1,659,947)



      Gross profit                 601,628                                                                                                                                                          601,628


      Selling, general and
       administrative
       expenses                  (532,873)                                                76,473                                                         4,852                         24,605       (426,943)



      Operating Profit              68,755                                                 76,473                                                         4,852                         24,605         174,685


      Total other (expense)
       income, net                (20,104)                                                   466                                                                                      14,384         (5,254)



      Earnings from
       Continuing
       Operations Before
       Taxes                        48,651                                                 76,939                                                         4,852                         38,989         169,431


      Income Tax Benefit
       (Expense) for
       Continuing
       Operations                 (51,856)                                              (20,104)                                                      (1,344)                        30,931        (42,373)



      Net Earnings (Loss)
       of the Group from
       Continuing
       Operations                  (3,205)                                                56,835                                                         3,508                         69,920         127,058


      Net Earnings
       Attributable to
       Noncontrolling
       Interests from
       Continuing
       Operations                  (3,085)                                                                                                                                                         (3,085)


      Net Earnings from
       Continuing
       Operations
       attributable to
       Jacobs                      (6,290)                                                56,835                                                         3,508                         69,920         123,973



      Net Earnings
       Attributable to
       Discontinued
       Operations                   54,877                                                (5,633)                                                                                   (13,247)         35,997



      Net earnings
       attributable to
       Jacobs                                 $
          48,587                                                                  $
       51,202                                   $
              3,508                    $
         56,673    $
             159,970



      Diluted Net Earnings
       from Continuing
       Operations Per Share                   $
          (0.04)                                                                   $
       0.40                                    $
              0.02                      $
         0.49       $
             0.87


      Diluted Net Earnings
       from Discontinued
       Operations Per Share                     $
          0.39                                                                  $
       (0.04)                       
             $                                    $
         (0.09)      $
             0.25


      Diluted Earnings Per
       Share                                    $
          0.34                                                                    $
       0.36                                    $
              0.02                      $
         0.40       $
             1.12



      Operating profit
       margin               2.40
            %                                                                                                                                   7.72
            %



               (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 $608.7 million, (b) the removal of
                amortization of intangible assets of
                $18.2 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 $21.0
                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 $14.4
                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 $40.6 million and (g)
                associated income tax expense
                adjustments for all the above pre-
                tax adjustment items.


                                                                     
              
             Six Months Ended


                                                                      
              
             March 29, 2019


                                 U.S. GAAP                                Effects of                                   Effects of                          Other      Adjusted
                                                             Restructuring                                 Transaction                         Adjustments
                                                              and Other                                    Costs (1)                                         (2)
                                                                Charges




     Revenues                             $
          6,175,384                                                          
              $                                 
              $                                
              $                  $
            6,175,384


      Pass through revenue                                                                                                                                                          (1,306,637)                (1,306,637)



      Net revenue                6,175,384                                                                                                                                           (1,306,637)                  4,868,747


      Direct cost of
       contracts               (4,990,023)                                              (512)                                                                        1,306,637                     (3,683,898)



      Gross profit               1,185,361                                               (512)                                                                                                                    1,184,849


      Selling, general and
       administrative
       expenses                  (969,551)                                            141,683                                                                                             50,149                   (777,719)



      Operating Profit             215,810                                             141,171                                                                                             50,149                     407,130


      Total other (expense)
       income, net                (11,789)                                           (29,291)                                                              1,029                          36,470                     (3,581)



      Earnings from
       Continuing
       Operations Before
       Taxes                       204,021                                             111,880                                                               1,029                          86,619                     403,549


      Income Tax Expense
       for Continuing
       Operations                 (14,811)                                           (21,519)                                                              (250)                       (47,959)                   (84,539)



      Net Earnings of the
       Group from
       Continuing
       Operations                  189,210                                              90,361                                                                 779                          38,660                     319,010


      Net (Earnings) Loss
       Attributable to
       Noncontrolling
       Interests from
       Continuing
       Operations                  (9,562)                                                                                                                                                                         (9,562)


      Net Earnings from
       Continuing
       Operations
       attributable to
       Jacobs                      179,648                                              90,361                                                                 779                          38,660                     309,448



      Net Earnings
       Attributable to
       Discontinued
       Operations                    1,565                                             (2,645)                                                              6,500                        (47,799)                   (42,379)



      Net earnings
       attributable to
       Jacobs                                $
          181,213                                                                       $
       87,716                                  $
              7,279                              $
        (9,139)    $
             267,069



      Diluted Net Earnings
       from Continuing
       Operations Per Share                     $
          1.27                                                                         $
       0.64                                   $
              0.01                                 $
        0.27        $
             2.18


      Diluted Net Earnings
       from Discontinued
       Operations Per Share                     $
          0.01                                                                       $
       (0.02)                                  $
              0.05                               $
        (0.34)     $
             (0.30)



      Diluted Earnings Per
       Share                                    $
          1.28                                                                         $
       0.62                                   $
              0.05                               $
        (0.06)       $
             1.88



      Operating profit
       margin               3.49
            %                                                                                                                                       8.36
            %



               (1) Includes after-tax CH2M
                transaction costs and adjustments of
                $1.0 million as well as after-tax
                transaction costs associated with the
                sale of our ECR line of business of
                $6.5 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 $1.31 billion, (b) the removal of
                amortization of intangible assets of
                $37.3 million, (c) the allocation to
                discontinued operations of estimated
                stranded corporate costs of $12.8
                million 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
                full period related to long-term
                debt that has been paid down as a
                result of the ECR sale of $36.5
                million, (e) the exclusion of
                approximately $37.0 million in one-
                time favorable income tax adjustment
                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 (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 $(11.0)
                million and (h) associated income tax
                expense adjustments for all the above
                pre-tax adjustment items.


                                                                                     
              
      Six Months Ended


                                                                                      
              
      March 30, 2018


                                 U.S. GAAP                                Effects of                            Effects of                             Other     Adjusted
                                                             Restructuring                             CH2M                             Adjustments
                                                              and Other                             Transaction                                          (1)
                                                                Charges                                Costs



     Revenues                             $
          4,654,294                                                   
              $                                    
             $                     
              $                    $
           4,654,294


      Pass through revenue                                                                                                                                                      (1,020,507)    (1,020,507)



      Net revenue                4,654,294                                                                                                                                       (1,020,507)      3,633,787


      Direct cost of
       contracts               (3,710,572)                                                                                                                                        1,020,507     (2,690,065)



      Gross profit                 943,722                                                                                                                                                          943,722


      Selling, general and
       administrative
       expenses                  (879,637)                                               92,200                                                        72,493                          42,552       (672,392)



      Operating Profit              64,085                                                92,200                                                        72,493                          42,552         271,330


      Total other (expense)
       income, net                (22,137)                                                  466                                                           256                          17,137         (4,278)



      Earnings from
       Continuing
       Operations Before
       Taxes                        41,948                                                92,666                                                        72,749                          59,689         267,052


      Income Tax Expense
       for Continuing
       Operations                 (79,056)                                             (23,919)                                                     (17,880)                         54,689        (66,166)



      Net Earnings of the
       Group from
       Continuing
       Operations                 (37,108)                                               68,747                                                        54,869                         114,378         200,886


      Net (Earnings) Loss
       Attributable to
       Noncontrolling
       Interests from
       Continuing
       Operations                  (3,416)                                                                                                                                                         (3,416)


      Net Earnings from
       Continuing
       Operations
       attributable to
       Jacobs                     (40,524)                                               68,747                                                        54,869                         114,378         197,470



      Net Earnings
       Attributable to
       Discontinued
       Operations                   91,274                                               (2,889)                                                                                    (17,807)         70,578



      Net earnings
       attributable to
       Jacobs                                 $
          50,750                                                                $
       65,858                                    $
              54,869                    $
         96,571    $
             268,048



      Diluted Net Earnings
       from Continuing
       Operations Per Share                   $
          (0.30)                                                                 $
       0.51                                      $
              0.41                      $
         0.86       $
             1.48


      Diluted Net Earnings
       from Discontinued
       Operations Per Share                     $
          0.68                                                                $
       (0.02)                        
             $                                     $
         (0.13)      $
             0.53


      Diluted Earnings Per
       Share                                    $
          0.38                                                                  $
       0.49                                      $
              0.41                      $
         0.72       $
             2.00



      Operating profit
       margin               1.38
            %                                                                                                                                   7.47
            %



               (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 $1.02 billion; (b) the removal of
                amortization of intangible assets of
                $29.8 million, (c) the allocation to
                discontinued operations of estimated
                stranded corporate costs of $12.8
                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 $32.0
                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 $17.1
                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 $69.4 million and (g)
                associated income tax expense
                adjustments for all the above pre-
                tax adjustment items.



       
                
                  Earnings Per Share:

    ---



                                                                                  Three Months Ended                                             Six Months Ended


                                                            March 29, 2019                           March 30, 2018         March 29, 2019                        March 30, 2018

                                                                                                                                                                             ---

                     Numerator for Basic and Diluted EPS:


        Net earnings (loss)
         attributable to Jacobs
         from continuing
         operations                                                         $
          114,755                                                $
        (6,290)                                 $
         179,648          $
          (40,524)


        Net earnings (loss) from
         continuing operations
         allocated to
         participating securities                                    (191)                                              33                                                  (338)                   247



                     Net earnings (loss) from
                      continuing operations
                      allocated to common
                      stock for EPS
                      calculation                                           $
          114,564                                                $
        (6,257)                                 $
         179,310          $
          (40,277)





        Net earnings (loss)
         attributable to Jacobs
         from discontinued
         operations                                                        $
          (57,838)                                                $
        54,877                            1,565                  91,274


        Net earnings (loss) from
         discontinued operations
         allocated to
         participating securities                                       96                                            (287)                                                   (3)                 (557)



                     Net earnings (loss) from
                      discontinued operations
                      allocated to common
                      stock for EPS
                      calculation                                          $
          (57,742)                                                $
        54,590                                    $
         1,562            $
          90,717





                     Net earnings allocated to
                      common stock for EPS
                      calculation                                            $
          56,822                                                 $
        48,333                                  $
         180,872            $
          50,440





                     Denominator for Basic and Diluted EPS:


        Weighted average basic
         shares                                                    138,566                                          142,531                                                140,509                133,770


        Shares allocated to
         participating securities                                    (231)                                           (746)                                                 (264)                 (816)



                     Shares used for
                      calculating basic EPS
                      attributable to common
                      stock                                        138,335                                          141,785                                                140,245                132,954





                     Effect of dilutive securities:


        Stock compensation plans                                       981                                                                                                  1,202



                     Shares used for
                      calculating diluted EPS
                      attributable to common
                      stock                                        139,316                                          141,785                                                141,447                132,954





                     Net Earnings Per Share:


        Basic Net Earnings from
         Continuing Operations
         Per Share                                                             $
          0.83                                                 $
        (0.04)                                    $
         1.28            $
          (0.30)


        Basic Net Earnings from
         Discontinued Operations
         Per Share                                                           $
          (0.42)                                                  $
        0.39                                     $
         0.01              $
          0.68



                     Basic EPS                                                 $
          0.41                                                   $
        0.34                                     $
         1.29              $
          0.38



        Diluted Net Earnings from
         Continuing Operations
         Per Share                                                             $
          0.82                                                 $
        (0.04)                                    $
         1.27            $
          (0.30)


        Diluted Net Earnings from
         Discontinued Operations
         Per Share                                                           $
          (0.41)                                                  $
        0.39                                     $
         0.01              $
          0.68


                     Diluted EPS                                               $
          0.41                                                   $
        0.34                                     $
         1.28              $
          0.38

For additional information contact:

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

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

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SOURCE Jacobs