Jacobs Reports Fiscal Fourth Quarter Earnings

DALLAS, Nov. 25, 2019 /PRNewswire/ -- Jacobs Engineering Group Inc. (NYSE: JEC) today announced its financial results for the fiscal fourth quarter and fiscal year ended September 27, 2019.

Q4 Financial Highlights:

    --  Q4 2019 revenue of $3.4 billion(1) grew 13% year-over-year; up 15% on a
        net revenue basis
    --  Q4 2019 EPS(1) of $0.16 and adjusted EPS of $1.48, up 29% on an adjusted
        basis year-over-year
    --  Executed accelerated share repurchase of $250 million during Q4 to be
        completed in December 2019
    --  Paid $390 million in cash taxes reflected in cash flow from operations
        related to the $935 million gain on the Q3 close of $3.4 billion sale of
        Energy, Chemicals and Resources (ECR) business

Fiscal Year Highlights:

    --  FY19 portfolio transformation continued with completion of the sale of
        ECR, $903 million acquisition of KeyW and announcement of the
        approximately $300 million pending acquisition of Wood Nuclear PLC
    --  FY19 revenue growth of 20% and pro forma net revenue growth of 11%
    --  Operating profit growth of 4% and adjusted EBITDA growth of 22%
    --  FY19 EPS(1) of $2.09 and adjusted EPS of $5.05, up 30% on an adjusted
        basis year-over-year
    --  FY20 outlook initiated for $1,050 million to $1,150 million adjusted
        EBITDA(2), representing double-digit growth for adjusted EBITDA and
        EPS(2) versus FY19

Brand Launch Highlights:

    --  Strategic transformation further strengthened by launch of new brand
        that focuses employees to redefine what is possible by embracing
        innovative thinking and exploration
    --  Celebrates Jacobs' inclusive and diverse perspectives; inspires
        employees to advance the communities where they live, work and play

Fiscal 2019 was a year of transformation and growth at Jacobs. The company updated its strategy and financial targets at its Investor Day in February, completed the divestiture of its Energy, Chemicals and Resources business in April, completed the acquisition of KeyW in June, and announced its acquisition of Wood's nuclear business in August. All of these actions are in line with the company's strategic focus in higher value solutions. Concurrent with its proactive portfolio transformation, Jacobs also made inroads in the investment in its people, culture and inclusion.

Jacobs launched its new brand globally today, culminating its transition from engineering and construction to a global technology-forward solutions company, resulting both in a planned name change for the company to Jacobs Solutions Inc. and an NYSE stock ticker symbol change to "J". Trading under this symbol will be effective Dec. 10, 2019. Jacobs' lines of business are also changing names to better reflect outcome-focused solutions for their customers; Aerospace, Technology and Nuclear is changing to Critical Mission Solutions, and Buildings, Infrastructure and Advanced Facilities is changing to People & Places Solutions. These name changes have no impact on reported financials, line of business leadership or customer relationships.

In a first for the company, the earnings call is taking place at its new London flagship office in the Cottons Centre, a Jacobs-designed office on the banks of the Thames. The new office features flexible workspace for up to 1,000 employees. This innovative office pilots many of Jacobs' digital consulting solutions, delivers some of the world's most iconic projects and is the catalyst for further expansion in Europe and the Middle East.

"Our team has demonstrated strong execution by exceeding our three-year revenue and operating profit guidance that was established at our inaugural investor day in 2016. Our transformed portfolio is well aligned to major secular growth trends such as environmental resiliency, IT/OT convergence and national security. Today we embrace a future of infinite possibilities with a new brand that reflects who we are and where we are going. We are adopting a new tagline - Challenging today. Reinventing tomorrow. - to capture the shared passion, pride and drive of our people as we work with our clients and partners to solve some of the world's biggest challenges," said Chair and CEO Steve Demetriou. "And as we do so, our values continue to drive our behaviors, relationships and outcomes: We do things right. We challenge the accepted. We aim higher. We live inclusion."

Jacobs' CFO, Kevin Berryman, added, "It's clear the strategic actions we have taken are resulting in a high-performance culture with strong execution discipline. This is demonstrated by our fiscal 2019 financial results, including solid operating profit growth and achieving results at the high end of our original guidance, leading to double-digit adjusted EBITDA growth. During the fourth quarter, we opportunistically initiated a $250 million accelerated share repurchase program, culminating in more than $850 million in fiscal 2019 buy-backs. We are initiating a fiscal 2020 outlook of $1.05 billion to $1.15 billion in adjusted EBITDA(2) and are off to a strong start in achieving our 2021 revenue and profitability targets."

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

(2)Reconciliation of the adjusted 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 2020.



       
     Fourth Quarter Review




                                   Fiscal 4Q 2019 
     
        Fiscal 4Q 2018    
        
          Change

                                                                                           ---

          Revenue               
        $3.4 billion      
         $3.0 billion    
        $0.4 billion

    ---

           Net
           Revenue              
        $2.7 billion      
         $2.3 billion    
        $0.4 billion

    ---                                                                                    ---

           GAAP
           Net
           Earnings
           from
           Continuing
           Operations            
        $22 million     
         $(77) million     
        $99 million

    ---                                                                                    ---

           GAAP
           Earnings
           Per
           Diluted
           Share
           (EPS)
           from
           Continuing
           Operations                       $0.16                  ($0.54)                $0.70

    ---

           Adjusted
           Net
           Earnings
           from
           Continuing
           Operations           
        $201 million      
         $165 million     
        $36 million

    ---                                                                                    ---

           Adjusted
           EPS
           from
           Continuing
           Operations                       $1.48                    $1.14                 $0.34

    ---

The company's adjusted net earnings and adjusted EPS for the fourth 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 4Q 2019                
     
               Fiscal 4Q 2018



        After-tax restructuring
         and other charges
         ($106.4 million and
         $30.9 million for the
         fiscal 2019 and 2018
         periods, respectively,
         before income taxes)                              
              $83 million ($0.61 per diluted    
             $22 million ($0.15 per diluted
                                                               share)                                      share)

    ---

        After-tax transaction
         costs incurred in                  respectively before
         connection with the                income taxes)
         closing of the CH2M and
         KeyW acquisitions and
         pending acquisition of
         John Wood Group Nuclear
         business ($7.1 million
         and $4.1 million for
         the fiscal 2019 and
         2018 periods,                                                                                   
             $2 million ($0.01 per diluted
                                                               share)                                      share)
                                                            
              $5 million ($0.04 per diluted
    ---

        Other adjustments
         include:                                          
              $91 million ($0.67 per diluted   
             $218 million ($1.51 per diluted
                                                               share)                                      share)
        (a) addback of
         amortization of
         intangible assets of
         $23.4 million and $19.1
         million in the 2019 and
         2018 periods,
         respectively,

        (b) the allocation to
         discontinued operations            sale of the ECR
         of estimated stranded              business,
         corporate costs of $0.0
         million and $6.4
         million in the 2019 and
         2018 periods,
         respectively, that will
         be reimbursed or
         otherwise eliminated in
         connection with the

        (c) the reclassification
         of revenues under the              unreimbursed costs
         Company's Transition               associated with the TSA
         Services Agreement                 during the fiscal 2019
         (TSA) with Worley of               fourth quarter,
         $21.3 million included
         in other income for
         U.S. GAAP reporting
         purposes to SG&A and
         the exclusion of $0.7
         million in remaining

        (d) the removal of $64.8
         million in fair value
         adjustments and
         dividend income related
         to our investment in
         Worley stock and
         certain foreign
         currency revaluations
         relating to ECR sale
         proceeds in the 2019
         period,

        (e) the allocation to
         discontinued operations            million, respectively,
         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 $0.0
         million and $17.8

        (f) the add-back of
         charges resulting from
         the revaluation of
         certain deferred tax
         assets/liabilities in
         connection with U.S.
         tax reform of $24.0 and
         $184.5 million in the
         2019 and 2018 periods
         and

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

    ---

                     Adjusted EPS from
                      Continuing Operations               
              $201 million ($1.48 per diluted   
             $165 million ($1.14 per diluted
                                                               share)                                      share)

    ---



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

Fiscal fourth quarter 2019 adjusted earnings per share from continuing operations reflect an adjusted effective tax rate of 23.4%, excluding a $0.09 benefit from discrete tax items.



       
     Fiscal 2019 Review




                                 Fiscal 2019      Fiscal 2018  
        
          Change



          Revenue             
      $13 billion  
       $11 billion      
        $2 billion

    ---                                                                        ---

          Net
           Revenue            
      $10 billion   
       $8 billion      
        $2 billion

    ---                                                                        ---

          GAAP
           Net
           Earnings
           from
           Continuing
           Operations        
      $291 million 
       $(4) million    
        $295 million

    ---                                                                        ---

          GAAP
           Earnings
           Per
           Diluted
           Share
           (EPS)
           from
           Continuing
           Operations                  $2.09           ($0.03)                $2.12

    ---

           Adjusted
           Net
           Earnings
           from
           Continuing
           Operations        
      $704 million 
       $540 million    
        $164 million

    ---                                                                        ---

           Adjusted
           EPS
           from
           Continuing
           Operations                  $5.05             $3.87                 $1.18

    ---

The company's adjusted net earnings and adjusted EPS for 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 2019                 
       
               Fiscal 2018



        After-tax restructuring
         and other charges
         ($311.5 million and
         $153.6 million for the
         fiscal 2019 and 2018
         periods, respectively,
         before income taxes)                             
              $244 million ($1.75 per diluted   
             $113 million ($0.81 per diluted
                                                               share)                                      share)

    ---

        After-tax transaction                              
              $16 million ($0.12 per diluted
         costs incurred in                  respectively before
         connection with the                income taxes)
         closing of the CH2M and
         KeyW acquisitions and
         pending acquisition of
         John Wood Group Nuclear
         business ($21.4 million
         and $82.2 million for
         the fiscal 2019 and
         2018 periods,                                                                                  
             $61 million ($0.44 per diluted
                                                               share)                                      share)

    ---

        Other adjustments
         include:                                         
              $153 million ($1.10 per diluted   
             $371 million ($2.66 per diluted
                                                               share)                                      share)
        (a) addback of
         amortization of
         intangible assets of
         $79.1 million and $68.1
         million in the 2019 and
         2018 periods,
         respectively,

        (b) the allocation to
         discontinued operations            sale of the ECR
         of estimated stranded              business,
         corporate costs of
         $14.8 million and $25.6
         million in the 2019 and
         2018 periods,
         respectively, that will
         be reimbursed or
         otherwise eliminated in
         connection with the

        (c) the reclassification
         of revenues under the              unreimbursed costs
         Company's Transition               associated with the TSA
         Services Agreement                 during the fiscal 2019
         (TSA) with Worley of               year,
         $35.4 million included
         in other income for
         U.S. GAAP reporting
         purposes to SG&A and
         the exclusion of $3.9
         million in remaining

        (d) the allocation to
         discontinued operations            million, respectively,
         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 $42.3
         million and $51.0

        (e) the removal of $64.8
         million in fair value
         adjustments and
         dividend income related
         to our investment in
         Worley stock and
         certain foreign
         currency revaluations
         relating to ECR sale
         proceeds in the 2019
         period,

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

        (g) the add-back of
         charges resulting from             income tax adjustments
         the revaluation of                 of $1.5 million in the
         certain deferred tax               current year and
         assets/liabilities in
         connection with U.S.
         tax reform of $35.0
         million and $259.2
         million in the 2019 and
         2018 periods,
         respectively and other

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

    ---

                     Adjusted EPS from
                      Continuing Operations               
              $704 million ($5.05 per diluted   
             $540 million ($3.87 per diluted
                                                               share)                                      share)

    ---



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

Fiscal year 2019 adjusted earnings per share from continuing operations reflect an adjusted effective tax rate of 23.3%, excluding benefits from discrete tax items of $0.32 cents per share.

Jacobs is hosting a conference call at 8:00 A.M. ET on Monday November 25, 2019, which will be webcast live at www.jacobs.com.

John Wood Group's Nuclear Business Acquisition

On August 20, 2019, Jacobs announced that it has entered into an agreement to acquire John Wood Group's Nuclear business for an enterprise value of £250 million (approx. $300 million) on a debt-free, cash-free basis. The transaction is expected to close in the fiscal 2020 second quarter.

About Jacobs

At Jacobs, we're challenging today to reinvent tomorrow by solving the world's most critical problems for thriving cities, resilient environments, mission-critical outcomes, operational advancement, scientific discovery and cutting-edge manufacturing, turning abstract ideas into realities that transform the world for good. With $13 billion in revenue and a talent force of approximately 52,000, Jacobs provides a full spectrum of professional services including consulting, technical, scientific and project delivery for the government and private sectors. Visit 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 27, 2019, and in particular the discussions contained therein 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, 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) (Quarterly data unaudited):

    ---



                                                                          For the Three Months Ended                                    
       
            For the Years Ended


                                                          September 27,                                                   September 28,                    September 27,                    September 28,
                                                                   2019                                             2018                              2019                  2018




       Revenues                                                          $
              3,392,862                                           $
          2,991,856                      $
              12,737,868   $
           10,579,773


        Direct cost of contracts                            (2,727,329)                                       (2,385,625)                                     (10,260,840)                  (8,421,223)




       Gross profit                                            665,533                                            606,231                                        2,477,028                    2,158,550


        Selling, general and
         administrative expenses                              (566,447)                                         (445,385)                                     (2,072,177)                 (1,771,107)




       Operating Profit                                         99,086                                            160,846                                          404,851                      387,443



       Other Income (Expense):



       Interest income                                           2,315                                              2,088                                            9,487                        8,984



       Interest expense                                       (10,120)                                          (26,652)                                        (83,847)                    (76,760)


        Miscellaneous income
         (expense), net                                        (37,744)                                             6,118                                           20,468                       11,314



        Total other (expense)
         income, net                                           (45,549)                                          (18,446)                                        (53,892)                    (56,462)


        Earnings From Continuing
         Operations Before Taxes                                 53,537                                            142,400                                          350,959                      330,981


        Income Tax Benefit (Expense)
         for Continuing Operations                             (24,124)                                         (215,402)                                        (36,954)                   (325,632)



        Net Earnings (Loss) of the
         Group from Continuing
         Operations                                              29,413                                           (73,002)                                         314,005                        5,349


        Net Earnings (Loss) of the
         Group from Discontinued
         Operations                                             120,378                                             41,579                                          559,214                      167,793



        Net Earnings (Loss) of the
         Group                                                  149,791                                           (31,423)                                         873,219                      173,142


        Net Earnings Attributable to
         Noncontrolling Interests
         from Continuing Operations                             (7,467)                                           (3,995)                                        (23,045)                     (9,534)



        Net Earnings (Loss)
         Attributable to Jacobs from
         Continuing Operations                                   21,946                                           (76,997)                                         290,960                      (4,185)


        Net Earnings Attributable to
         Noncontrolling Interests
         from Discontinued
         Operations                                                   -                                           (2,123)                                         (2,195)                       (177)



        Net Earnings (Loss)
         Attributable to Jacobs from
         Discontinued Operations                                120,378                                             39,456                                          557,019                      167,616



        Net Earnings (Loss)
         Attributable to Jacobs                                             $
              142,324                                            $
          (37,541)                        $
              847,979      $
           163,431




       Net Earnings Per Share:


        Basic Net Earnings (Loss)
         from Continuing Operations
         Per Share                                                             $
              0.16                                              $
          (0.54)                           $
              2.11       $
           (0.03)


        Basic Net Earnings from
         Discontinued Operations Per
         Share                                                                 $
              0.89                                                $
          0.28                            $
              4.03         $
           1.21


        Basic Earnings (Loss) Per
         Share                                                                 $
              1.06                                              $
          (0.26)                           $
              6.14         $
           1.18



        Diluted Net Earnings (Loss)
         from Continuing Operations
         Per Share                                                             $
              0.16                                              $
          (0.54)                           $
              2.09       $
           (0.03)


        Diluted Net Earnings from
         Discontinued Operations Per
         Share                                                                 $
              0.88                                                $
          0.28                            $
              4.00         $
           1.21



        Diluted Earnings (Loss) Per
         Share                                                                 $
              1.04                                              $
          (0.26)                           $
              6.08         $
           1.18



       
                
                  
         Segment Information (in thousands) (Quarterly data and Non-GAAP unaudited):

    ---



                                                                        For the Three Months Ended                                    
       
         For the Years Ended


                                                         September 27,                                                  September 28,                   September 27,                September 28,
                                                                  2019                                           2018                            2019                   2018

                                                                                                                                                                      ---


       Revenues from External Customers:


        Critical Mission Solutions                                       $
              1,300,137                                          $
       1,069,062                        $
         4,551,162      $
        3,725,365


        People & Places Solutions                            2,092,725                                        1,922,794                                     8,186,706                 6,854,408


        Pass Through Revenue                                 (702,786)                                       (650,547)                                   (2,543,358)               (2,254,477)



        People & Places Solutions
         Net Revenue                                                     $
              1,389,939                                          $
       1,272,247                        $
         5,643,348      $
        4,599,931


                      Total Revenue                                      $
              3,392,862                                          $
       2,991,856                       $
         12,737,868     $
        10,579,773




        Net Revenue                                                     $
              2,690,076                                          $
       2,341,309                       $
         10,194,510      $
        8,325,296





                                                                        For the Three Months Ended                                    
       
         For the Years Ended


                                                         September 27,                                                  September 28,                   September 27,                September 28,
                                                                  2019                                           2018                            2019                   2018

                                                                                                                                                                      ---


       Segment Operating Profit:


        Critical Mission Solutions
         (1)                                                               $
              87,754                                             $
       73,109                          $
         310,043        $
        255,718


        People & Places Solutions
         (2)                                                  198,929                                          153,091                                       714,394                   527,900


        Total Segment Operating
         Profit                                                286,683                                          226,200                                     1,024,437                   783,618


        Other Corporate Expenses (3)                          (78,679)                                        (30,626)                                    (264,351)                (161,788)


        Restructuring and Other
         Charges                                             (103,487)                                        (31,207)                                    (337,066)                (153,951)



       Transaction Costs                                      (5,431)                                         (3,521)                                     (18,169)                 (80,436)



        Total U.S. GAAP Operating
         Profit                                                 99,086                                          160,846                                       404,851                   387,443


        Total other (expense)
         income, net (4)                                      (45,549)                                        (18,446)                                     (53,892)                 (56,462)



        Earnings from Continuing
         Operations Before Taxes                                            $
              53,537                                            $
       142,400                          $
         350,959        $
        330,981




              (1)              Includes $15.0 million in charges
                                  during the year ended September 28,
                                  2018 associated with a legal matter.





              (2)              Includes $25.0 million in charges
                                  associated with a certain project
                                  for the year ended September 27,
                                  2019.





              (3)              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 $-and
                                  $14.8 million for the three month
                                  period and year ended September 27,
                                  2019, respectively, and $6.4 million
                                  and $25.6 million for the three
                                  month period and year ended and
                                  September 28, 2018, respectively.
                                  Other corporate expenses also
                                  include intangibles amortization of
                                  $79.1 million and $68.1 million for
                                  the years ended September 27, 2019
                                  and September 28, 2018,
                                  respectively, and $23.4 million and
                                  $19.1 million for the three month
                                  periods ended September 27, 2019 and
                                  September 28, 2018, respectively.





              (4)              Includes gain on the settlement of
                                  the CH2M retiree medical plans of
                                  $0.4 and $35.0 million for the three
                                  month period and year ended
                                  September 27, 2019. Includes the
                                  amortization of deferred financing
                                  fees related to the CH2M acquisition
                                  of $1.8 million and $3.2 million for
                                  the three month period and year
                                  ended September 27, 2019,
                                  respectively, as well as $0.6
                                  million and $1.8 million for the
                                  three month period and year ended
                                  September 28, 2018, respectively.
                                  Also includes revenues under the
                                  Company's TSA agreement with Worley
                                  of $21.3 million and $35.4 million
                                  for the three month period and year
                                  ended September 27, 2019 for which
                                  the related costs are included in
                                  SG&A. This is offset by $64.8
                                  million for fair value adjustments
                                  (unrealized losses) and dividend
                                  income related to our investment in
                                  Worley stock and certain foreign
                                  currency revaluations relating to
                                  ECR sale proceeds for the three
                                  month period and year ended
                                  September 27, 2019.



       
                
         
               Other Operational Information (in thousands):

    ---



                           Unaudited                                     For the Three Months Ended                                 For the Years Ended

    ---

                           Continuing
                            Operations                       September 27,                               September 28,                         September 27,             September 28,
                                                                      2019                          2018                       2019                           2018

                                                                                                                                                          ---

        Depreciation (pre-
         tax)                                                                 $
              20,508                   $
       21,567                                        $
          88,061      $
        91,230



        Amortization of
         Intangibles (pre-
         tax)                                                                 $
              22,752                   $
       18,352                                        $
          78,484      $
        67,404



        Pass-Through
         Costs Included in
         Revenues                                                            $
              702,786                  $
       650,547                                     $
          2,543,358   $
        2,254,477



        Capital
         Expenditures                                                         $
              29,307                   $
       26,240                                       $
          126,773      $
        75,215



       
                
                  
                    Balance Sheet (in thousands):

    ---



                                                                                September 27,                             September 28,
                                                                                         2019                      2018

                                                                                                                      ---


       
                ASSETS



       Current Assets:



       Cash and cash equivalents                                                                $
        631,068                             $
          634,870


        Receivables and contract assets                                             2,840,209                   2,513,934



       Prepaid expenses and other                                                    639,539                     171,096



       Current assets held for sale                                                      952                   1,236,684




       Total current assets                                                        4,111,768                   4,556,584



        Property, Equipment and Improvements,
         net                                                                          308,143                     257,859




       Other Noncurrent Assets:



       Goodwill                                                                    5,432,544                   4,795,856



       Intangibles, net                                                              665,076                     572,952



       Miscellaneous                                                                 918,202                     760,854


        Noncurrent assets held for sale                                                26,978                   1,701,690




       Total other noncurrent assets                                               7,042,800                   7,831,352



                                                                                              $
        11,462,711                          $
          12,645,795




       
                LIABILITIES AND STOCKHOLDERS' EQUITY



       Current Liabilities:



       Short-term debt                                                                          $
        199,901                               $
          3,172



       Accounts payable                                                            1,072,645                     776,189



       Accrued liabilities                                                         1,384,379                   1,167,002



       Contract liabilities                                                          414,208                     442,760


        Current liabilities held for sale                                               2,573                     756,570



       Total current liabilities                                                   3,073,706                   3,145,693




       Long-term Debt                                                              1,201,245                   2,144,167




       Other Deferred Liabilities                                                  1,419,005                   1,260,977



        Noncurrent liabilities held for sale                                               97                     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 -132,879,395 shares and
         142,217,933 shares as of September 27,
         2019 and September 28, 2018,
         respectively                                                                 132,879                     142,218



       Additional paid-in capital                                                  2,559,450                   2,708,839



       Retained earnings                                                           3,939,174                   3,809,991


        Accumulated other comprehensive loss                                        (916,812)                  (806,703)



        Total Jacobs stockholders' equity                                           5,714,691                   5,854,345



       Noncontrolling interests                                                       53,967                      90,009



        Total Group stockholders' equity                                            5,768,658                   5,944,354



                                                                                              $
        11,462,711                          $
          12,645,795



     
                
                  Cash Flows (In thousands) (Quarterly data unaudited)




                                                                                          For the Three Months Ended                                                                                        For the Years Ended


                                                                         September 27,                               September 28,                                       September 27,                                 September 28,
                                                                                  2019                                         2018                                                 2019                                           2018

                                                                                                                                                                                                                                 ---


     Cash Flows from Operating Activities:


      Net earnings (loss) attributable to
       the Group                                                                       $
     149,791                                                                                         $
           (31,423)                             $
          873,219   $
      173,142


      Adjustments to reconcile net earnings to net cash
       flows (used for) provided by operations:



     Depreciation and amortization:


      Property, equipment and
       improvements                                                             20,508                                                   29,141                                                                                 90,171            117,856



     Intangible assets                                                         22,752                                                   22,236                                                                                 79,098             80,731


            Gain on sale of ECR business                                      (17,416)                                                                                                                                     (935,110)


      (Gain) Loss on disposal of other
       businesses and investments                                                    -                                                  21,411                                                                                  9,608             20,967


      (Gain) Loss on investment in equity
       securities                                                               80,283                                                                                                                                         78,108



     Stock based compensation                                                  21,796                                                   17,421                                                                                 69,137             79,242


      Equity in (earnings) loss of
       operating ventures, net                                                 (1,152)                                                   5,748                                                                                (8,784)           (2,639)


      (Gain) Loss on disposals of assets,
       net                                                                       4,224                                                    7,436                                                                                  6,222             17,491


      (Gain) Loss on pension and retiree
       medical plan changes                                                      1,534                                                    1,595                                                                               (33,087)             5,414



     Deferred income taxes                                                  (158,531)                                                 295,500                                                                              (105,939)           288,126


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


      Receivables and contract assets                                              846                                                (118,812)                                                                              (401,770)         (435,198)


      Prepaid expenses and other current
       assets                                                                 (19,116)                                                (24,754)                                                                              (13,117)          (19,134)



     Accounts payable                                                         227,368                                                   44,344                                                                                295,146            183,057



     Income taxes payable                                                   (367,659)                                                (32,481)                                                                             (294,995)            68,970



     Accrued liabilities                                                     (71,873)                                                  55,622                                                                              (305,716)          (37,746)



     Contract liabilities                                                    (85,886)                                                (28,427)                                                                               333,876              6,268


      Other deferred liabilities                                                23,212                                                 (58,273)                                                                             (106,256)          (79,280)



     Other, net                                                                23,196                                                    5,918                                                                                  3,753             13,885



      Net cash (used for) provided by
       operating activities                                                  (146,123)                                                 212,202                                                                              (366,436)           481,152




     Cash Flows from Investing Activities:


      Additions to property and equipment                                     (29,307)                                                (31,476)                                                                             (135,977)          (94,884)


      Disposals of property and equipment
       and other assets                                                          (123)                                                   2,865                                                                                  7,177              3,293


      Distributions of capital from
       (contributions to) equity
       investees                                                               (4,857)                                                (13,030)                                                                               (8,761)           (5,416)


      Acquisitions of businesses, net of
       cash acquired                                                                 -                                                     210                                                                              (575,110)       (1,488,336)


      Disposals of investment in equity
       securities                                                                    -                                                                                                                                        64,708


      Proceeds (payments) related to
       sales of businesses                                                       4,691                                                    4,333                                                                              2,801,425              7,736


            Purchases of noncontrolling
             interests                                                               -                                                                                                                                       (1,113)


      Net cash (used for) provided by
       investing activities                                                   (29,596)                                                (37,098)                                                                             2,152,349        (1,577,607)




     Cash Flows from Financing Activities:


      Proceeds from long-term borrowings                                       575,000                                                  413,000                                                                              2,782,193          5,784,355


      Repayments of long-term borrowings                                     (395,290)                                               (602,052)                                                                            (3,996,970)       (4,572,182)


      Proceeds from short-term
       borrowings                                                                    -                                                 (1,149)                                                                               200,001                712


      Repayments of short-term
       borrowings                                                             (22,664)                                                 (2,692)                                                                              (28,566)           (3,391)



     Debt issuance costs                                                        (174)                                                                                                                                       (3,915)


      Proceeds from issuances of common
       stock                                                                    18,815                                                   19,996                                                                                 64,958             53,584



     Common stock repurchases                                               (329,058)                                                       1                                                                              (853,676)           (2,981)


      Taxes paid on vested restricted
       stock                                                                     (454)                                                 (3,133)                                                                              (26,641)          (31,108)


      Cash dividends, including to
       noncontrolling interests                                               (24,139)                                                (21,337)                                                                             (106,396)          (86,569)



      Net cash (used for) provided by
       financing activities                                                  (177,964)                                               (197,366)                                                                            (1,969,012)         1,142,420



      Effect of Exchange Rate Changes                                         (13,491)                                                 (8,750)                                                                                20,809           (26,758)



      Net (Decrease) Increase in Cash and
       Cash Equivalents                                                      (367,174)                                                (31,012)                                                                             (162,290)            19,207


      Cash and Cash Equivalents at the
       Beginning of the Period                                                 998,242                                                  824,370                                                                                793,358            774,151



      Cash and Cash Equivalents at the
       End of the Period                                                       631,068                                                  793,358                                                                                631,068            793,358


      Less Cash and Cash Equivalents
       included in Assets held for Sale                                              -                                               (158,488)                                                                                                (158,488)



      Cash and Cash Equivalents of
       Continuing Operations at the End
       of the Period                                                                   $
     631,068                                                                                          $
           634,870                              $
          631,068   $
      634,870





                                                                                                                 
       
                See the accompanying Notes to Consolidated Financial Statements.



       
                
        
             Backlog (in millions):

    ---



                          Unaudited                     September 27, 2019                  September 28, 2018

    ---

        Critical
         Mission
         Solutions                                                   8,460            7,130


        People & Places
         Solutions                                                  14,109           12,825


                    Total                                                  $
     22,569                       $
      19,955

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 and adjusted EBITDA.

Net revenue is calculated excluding pass-through revenue of the Company's People & Places Solutions segment from the Company's revenue from continuing operations. Adjusted net earnings from continuing operations, adjusted EPS from continuing operations and adjusted operating profit 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, 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, charges associated with certain operations in India, which included write-offs on contract accounts receivable and other accruals, 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, the pending acquisition of Wood Group's nuclear business, and sale of the ECR business (to the extent incurred prior to the closing), 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) adding back amortization of intangible assets; (v) allocating to discontinued operations estimated stranded corporate costs that will be reimbursed or otherwise eliminated in connection with the sale of the ECR business; (vi) 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; (vii) allocating to discontinued operations estimated interest expense relating to long-term debt that was paid down with the proceeds of the ECR sale; (viii) the removal of fair value adjustments and dividend income related to the Company's investment in Worley stock and certain foreign currency revaluations relating to ECR sale proceeds in the 2019 period; (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; (x) excluding charges resulting from the revaluation of certain deferred tax assets/liabilities in connection with U.S. tax reform; (xi) 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; and (xii) other income tax adjustments. Adjustments to derive adjusted net earnings from continuing operations, adjusted EPS from continuing operations and adjusted operating profit are calculated on an after-tax basis. We believe that net revenue, adjusted net earnings from continuing operations, adjusted EPS from continuing operations, adjusted operating profit 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 such measures 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.

Adjusted EBITDA for prior periods is calculated by adding depreciation expense to adjusted operating profit from continuing operations. For fiscal 2020 outlook, the Company calculated adjusted EBITDA by adding income tax expense, depreciation expense and interest expense, and deducting interest income from adjusted net earnings from continuing operations.

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, operating profit and revenue 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 (note: earnings per share amounts may not add across due to rounding).



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

    ---



                                                                                                                                  
             
     Three Months Ended


                                                                                                                                  
             
     September 27, 2019


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

    ---


       Revenues                                                        $
              3,392,862                                                              
              $                                       
             $                        
              $                $
           3,392,862


        Pass through revenue                                        -                                                                                                                                                           (702,786)          (702,786)



        Net revenue                                         3,392,862                                                                                                                                                            (702,786)          2,690,076


        Direct cost of
         contracts                                        (2,727,329)                                                                  3,000                                                                                       702,786         (2,021,543)



        Gross profit                                          665,533                                                                   3,000                                                                                                          668,533


        Selling, general and
         administrative
         expenses                                           (566,447)                                                                100,487                                                           5,431                         45,301           (415,228)



        Operating Profit                                       99,086                                                                 103,487                                                           5,431                         45,301             253,305


        Total other (expense)
         income, net                                         (45,549)                                                                  2,864                                                           1,670                         43,530               2,515



        Earnings from
         Continuing
         Operations Before
         Taxes                                                 53,537                                                                 106,351                                                           7,101                         88,831             255,820


        Income Tax (Expense)
         Benefit for
         Continuing
         Operations                                          (24,124)                                                               (23,346)                                                        (1,743)                         2,060            (47,153)



        Net Earnings of the
         Group from
         Continuing
         Operations                                            29,413                                                                  83,005                                                           5,358                         90,891             208,667


        Net Earnings
         Attributable to
         Noncontrolling
         Interests from
         Continuing
         Operations                                           (7,467)                                                                                                                                                                                (7,467)



        Net Earnings from
         Continuing
         Operations
         attributable to
         Jacobs                                                21,946                                                                  83,005                                                           5,358                         90,891             201,200



        Net Earnings
         attributable to
         Discontinued
         Operations                                           120,378                                                                                                                                                                                 120,378



        Net Earnings
         attributable to
         Jacobs                                                           $
              142,324                                                                           $
       83,005                                       $
              5,358                      $
       90,891    $
             321,578



        Diluted Net Earnings
         from Continuing
         Operations Per Share                                                $
              0.16                                                                             $
       0.61                                        $
              0.04                        $
       0.67       $
             1.48


        Diluted Net Earnings
         from Discontinued
         Operations Per Share                                                $
              0.88                                                              
              $                                       
             $                        
              $                   $
             0.88



        Diluted Earnings Per
         Share                                                               $
              1.04                                                                             $
       0.61                                        $
              0.04                        $
       0.67       $
             2.36



        Operating Profit
         Margin                                        2.92
            %                                                                                                                                                      9.42
            %

                                                                                                                                                                                                                                             ===




              (1)              Includes after-tax CH2M transaction
                                  costs and adjustments of $1.3
                                  million, after-tax transaction costs
                                  associated with the acquisition of
                                  KeyW of $0.2 million and after tax-
                                  transaction costs associated with the
                                  acquisition of John Wood Group's
                                  Nuclear Business of $3.9 million.





              (2)              Includes (a) the removal of pass
                                  through revenues and costs for the
                                  People & Places Solutions ("PPS")
                                  line of business for the calculation
                                  of operating profit margin as a
                                  percentage of net revenue of $702.8
                                  million, (b) the removal of
                                  amortization of intangible assets of
                                  $23.4 million, (c) the
                                  reclassification of revenues under
                                  the Company's TSA of $21.3 million
                                  included in other income for U.S.
                                  GAAP reporting purposes to SG&A and
                                  the exclusion of $0.7 million in
                                  remaining unreimbursed costs
                                  associated with this agreement, (d)
                                  the removal of $64.8 million in fair
                                  value adjustments and dividend income
                                  related to our investment in Worley
                                  stock and certain foreign currency
                                  revaluations relating to ECR sale
                                  proceeds, (e) the add-back of
                                  charges resulting from the
                                  revaluation of certain deferred tax
                                  assets/liabilities in connection
                                  with U.S. tax reform of $24.0 million
                                  and (f) associated income tax expense
                                  adjustments for the above pre-tax
                                  adjustment items.


                                                                                            
            
         For the Three Months Ended


                                                                                                
            
         September 28, 2018


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

    ---


       Revenues                                       $
         2,991,856                                                     
              $                                      
             $                     
              $                  $
           2,991,856


        Pass through revenue                                                                                                                                                                     (650,547)      (650,547)



        Net revenue                          2,991,856                                                                                                                                            (650,547)      2,341,309


        Direct cost of
         contracts                         (2,385,625)                                              1,269                                                                                           650,547     (1,733,809)



        Gross profit                           606,231                                               1,269                                                                                                          607,500


        Selling, general and
         administrative
         expenses                            (445,385)                                             29,938                                                              3,521                          25,488       (386,438)



        Operating Profit                       160,846                                              31,207                                                              3,521                          25,488         221,062


        Total other (expense)
         income, net                          (18,446)                                              (311)                                                               585                          17,787           (385)



        Earnings from
         Continuing
         Operations Before
         Taxes                                 142,400                                              30,896                                                              4,106                          43,275         220,677


        Income Tax (Expense)
         Benefit for
         Continuing
         Operations                          (215,402)                                            (8,902)                                                           (2,125)                        174,582        (51,847)



        Net Earnings of the
         Group from
         Continuing
         Operations                           (73,002)                                             21,994                                                              1,981                         217,857         168,830


        Net Earnings
         Attributable to
         Noncontrolling
         Interests from
         Continuing
         Operations                            (3,995)                                                                                                                                                            (3,995)



        Net Earnings from
         Continuing
         Operations
         attributable to
         Jacobs                               (76,997)                                             21,994                                                              1,981                         217,857         164,835



        Net Earnings
         attributable to
         Discontinued
         Operations                             39,456                                              17,465                                                                                          (15,612)         41,309



        Net Earnings
         attributable to
         Jacobs                                         $
         (37,541)                                                                  $
       39,459                                      $
              1,981                   $
        202,245    $
            206,144



        Diluted Net Earnings
         from Continuing
         Operations Per Share
         (3)                                             $
         (0.54)                                                                    $
       0.15                                       $
              0.01                      $
        1.51       $
            1.14


        Diluted Net Earnings
         from Discontinued
         Operations Per Share
         (3)                                               $
         0.28                                                                     $
       0.12                          
             $                                     $
        (0.11)      $
            0.29



        Diluted Earnings Per
         Share (3)                                        $
         (0.26)                                                                    $
       0.27                                       $
              0.01                      $
        1.40       $
            1.43



        Operating Profit
         Margin                         5.38
            %                                                                                                                                      9.44
            %




              (1)              Includes pre-tax CH2M transaction
                                  costs and adjustments of $(0.4
                                  million) as well as transaction costs
                                  associated with the recently
                                  announced sale of our ECR line of
                                  business of $4.5 million.





              (2)              Includes (a) the removal of pass
                                  through revenues and costs for the
                                  PPS line of business for the
                                  calculation of operating profit
                                  margin as a percentage of net revenue
                                  of $650.5 million, (b) the removal of
                                  amortization of intangible assets of
                                  $19.1 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
                                  service agreement (TSA) with Worley
                                  or otherwise eliminated from the
                                  ongoing operations in connection with
                                  the sale of the ECR business, (d)
                                  estimated 2018 impacts of $19.0
                                  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 $17.8
                                  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 $184.5 million and (g)
                                  associated income tax expense
                                  adjustments for the above pre-tax
                                  adjustment items.





              (3)              Diluted Earnings Per Share from
                                  Continuing Operations, Diluted
                                  Earnings Per Share from Discontinued
                                  Operations and Diluted Earnings Per
                                  Share for GAAP EPS assume no dilution
                                  from stock compensation plans because
                                  Net Earnings from Continuing
                                  Operations attributable to Jacobs is
                                  a loss. However, because Non-GAAP
                                  add-backs and Non-GAAP Net Earnings
                                  from Continuing Operations
                                  attributable to Jacobs are income
                                  rather than losses, the dilution from
                                  stock compensation plans is
                                  considered in the weighted average
                                  diluted shares outstanding in the
                                  calculation of Non-GAAP Diluted
                                  Earnings Per Share.



       
                
            U.S. GAAP Reconciliation for fiscal years 2019 and 2018

    ---



                                                                                                                            
              
      For the Year Ended



                                                                                                                            
              
      September 27, 2019


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

    ---


       Revenues                                                               $
           12,737,868                                                    
              $                                         
             $                         
              $                  $
             12,737,868


        Pass through revenue                                               -                                                                                                                                                (2,543,358)        (2,543,358)



        Net revenue                                               12,737,868                                                                                                                                                 (2,543,358)         10,194,510


        Direct cost of
         contracts                                              (10,260,840)                                                     4,969                                                                                         2,543,358         (7,712,513)



        Gross profit                                               2,477,028                                                      4,969                                                                                                            2,481,997


        Selling, general and
         administrative
         expenses                                                (2,072,177)                                                   332,097                                                             18,169                         133,164         (1,588,747)



        Operating Profit                                             404,851                                                    337,066                                                             18,169                         133,164             893,250


        Total other (expense)
         income, net                                                (53,892)                                                  (25,596)                                                             3,214                          71,639             (4,635)



        Earnings from
         Continuing
         Operations Before
         Taxes                                                       350,959                                                    311,470                                                             21,383                         204,803             888,615


        Income Tax (Expense)
         Benefit for
         Continuing
         Operations                                                 (36,954)                                                  (67,789)                                                           (5,252)                       (51,722)          (161,717)



        Net Earnings of the
         Group from
         Continuing
         Operations                                                  314,005                                                    243,681                                                             16,131                         153,081             726,898


        Net Earnings
         Attributable to
         Noncontrolling
         Interests from
         Continuing
         Operations                                                 (23,045)                                                                                                                                                                      (23,045)



        Net Earnings from
         Continuing
         Operations
         attributable to
         Jacobs                                                      290,960                                                    243,681                                                             16,131                         153,081             703,853



        Net Earnings
         attributable to
         Discontinued
         Operations                                                  557,019                                                      (587)                                                             8,948                        (55,622)            509,758



        Net Earnings
         attributable to
         Jacobs                                                                   $
           847,979                                                                 $
        243,094                                       $
              25,079                       $
        97,459    $
              1,213,611



        Diluted Net Earnings
         from Continuing
         Operations Per Share                                                        $
           2.09                                                                    $
        1.75                                         $
              0.12                         $
        1.10         $
              5.05


        Diluted Net Earnings
         from Discontinued
         Operations Per Share                                                        $
           4.00                                                    
              $                                                      $
              0.06                       $
        (0.40)        $
              3.66



        Diluted Earnings Per
         Share                                                                       $
           6.08                                                                    $
        1.74                                         $
              0.18                         $
        0.70         $
              8.71



        Operating Profit
         Margin                                               3.18
            %                                                                                                                                             8.76
            %

                                                                                                                                                                                                                                           ===




              (1)              Includes after-tax CH2M transaction
                                  costs and adjustments of $2.4
                                  million, after tax-transaction costs
                                  associated with the sale of our ECR
                                  line of business of $8.9 million,
                                  after-tax transaction costs
                                  associated with the acquisition of
                                  KeyW of $9.8 million and after-tax
                                  transaction costs associated with the
                                  acquisition of John Wood Group's
                                  Nuclear Business of $3.9 million.





              (2)              Includes (a) the removal of pass
                                  through revenues and costs for the
                                  PPS line of business for the
                                  calculation of operating profit
                                  margin as a percentage of net revenue
                                  of $2.54 billion, (b) the removal of
                                  amortization of intangible assets of
                                  $79.1 million, (c) the allocation to
                                  discontinued operations of estimated
                                  stranded corporate costs of $14.8
                                  million prior to the sale that will
                                  be reimbursed under the ECR
                                  transition services agreement (TSA)
                                  with Worley or otherwise eliminated
                                  from the ongoing operations in
                                  connection with the sale of the ECR
                                  business, (d) the reclassification of
                                  revenues under the Company's TSA of
                                  $35.4 million included in other
                                  income for U.S. GAAP reporting
                                  purposes to SG&A and the exclusion of
                                  $3.9 million in remaining
                                  unreimbursed costs associated with
                                  this agreement (e) 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, (f) the removal of
                                  $64.8 million in fair value
                                  adjustments and dividend income
                                  related to our investment in Worley
                                  stock and certain foreign currency
                                  revaluations relating to ECR sale
                                  proceeds (g) 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, (h) 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 $35.0 million and other
                                  adjustments of $1.5 million, (i) 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
                                  and (j) associated income tax expense
                                  adjustments for the above pre-tax
                                  adjustment items.


                                                                                                   
              
     For the Year Ended



                                                                                                   
              
     September 28, 2018


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

    ---


       Revenues                                       $
           10,579,773                                                  
              $                                        
             $                     
              $                    $
           10,579,773


        Pass through revenue                                                                                                                                                                     (2,254,477)    (2,254,477)



        Net revenue                         10,579,773                                                                                                                                            (2,254,477)      8,325,296


        Direct cost of
         contracts                         (8,421,223)                                                  3,845                                                                                       2,254,477     (6,162,901)



        Gross profit                         2,158,550                                                   3,845                                                                                                      2,162,395


        Selling, general and
         administrative
         expenses                          (1,771,107)                                                150,106                                                           80,436                          93,740     (1,446,825)



        Operating Profit                       387,443                                                 153,951                                                           80,436                          93,740         715,570


        Total other (expense)
         income, net                          (56,462)                                                  (311)                                                           1,774                          50,992         (4,007)



        Earnings from
         Continuing
         Operations Before
         Taxes                                 330,981                                                 153,640                                                           82,210                         144,732         711,563


        Income Tax (Expense)
         Benefit for
         Continuing
         Operations                          (325,632)                                               (40,254)                                                        (21,488)                        225,791       (161,583)



        Net Earnings of the
         Group from
         Continuing
         Operations                              5,349                                                 113,386                                                           60,722                         370,523         549,980


        Net Earnings
         Attributable to
         Noncontrolling
         Interests from
         Continuing
         Operations                            (9,534)                                                  (577)                                                                                                      (10,111)



        Net Earnings from
         Continuing
         Operations
         attributable to
         Jacobs                                (4,185)                                                112,809                                                           60,722                         370,523         539,869



        Net Earnings
         attributable to
         Discontinued
         Operations                            167,616                                                  27,259                                                                                        (48,219)        146,656



        Net Earnings
         attributable to
         Jacobs                                           $
           163,431                                                               $
        140,068                                      $
              60,722                   $
         322,304    $
              686,525



        Diluted Net Earnings
         from Continuing
         Operations Per Share
         (3)                                              $
           (0.03)                                                                 $
        0.81                                        $
              0.44                      $
         2.66       $
              3.87


        Diluted Net Earnings
         from Discontinued
         Operations Per Share
         (3)                                                $
           1.21                                                                  $
        0.20                           
             $                                     $
         (0.35)      $
              1.05



        Diluted Earnings Per
         Share (3)                                           $
           1.18                                                                  $
        1.01                                        $
              0.44                      $
         2.31       $
              4.93



        Operating Profit
         Margin                         3.66
            %                                                                                                                                        8.60
            %




              (1)              Includes pre-tax CH2M transaction
                                  costs and adjustments of $77.7
                                  million as well as transaction costs
                                  associated with the recently
                                  announced sale of our ECR line of
                                  business of $4.5 million.





              (2)              Includes (a) the removal of pass
                                  through revenues and costs for the
                                  PPS line of business for the
                                  calculation of operating profit
                                  margin as a percentage of net revenue
                                  of $2.25 billion, (b) the removal of
                                  amortization of intangible assets of
                                  $68.1 million, (c) the allocation to
                                  discontinued operations of estimated
                                  stranded corporate costs of $25.6
                                  million that would have been
                                  reimbursed under the ECR transition
                                  service agreement (TSA) with Worley
                                  or otherwise eliminated from the
                                  ongoing operations in connection with
                                  the sale of the ECR business, (d)
                                  estimated 2018 impacts of $70.0
                                  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 $51.0
                                  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 $259.2 million and (g)
                                  associated income tax expense
                                  adjustments for the above pre-tax
                                  adjustment items.





              (3)              Diluted Earnings Per Share from
                                  Continuing Operations, Diluted
                                  Earnings Per Share from Discontinued
                                  Operations and Diluted Earnings Per
                                  Share for GAAP EPS assume no dilution
                                  from stock compensation plans because
                                  Net Earnings from Continuing
                                  Operations attributable to Jacobs is
                                  a loss. However, because Non-GAAP
                                  add-backs and Non-GAAP Net Earnings
                                  from Continuing Operations
                                  attributable to Jacobs are income
                                  rather than losses, the dilution from
                                  stock compensation plans is
                                  considered in the weighted average
                                  diluted shares outstanding in the
                                  calculation of Non-GAAP Diluted
                                  Earnings Per Share.



     
                Reconciliation of Operating Profit from Continuing Operations Attributable to Jacobs to Adjusted EBITDA




                                                                                                
              
                For the Year Ended


                                                                                                
              
                September 27, 2019         
     
     September 28, 2018

                                                                                                                                                                             ---


     Adjusted operating profit from continuing operations                                                                                 893,250                        715,570



     Depreciation expense                                                                                                                  88,061                         91,230



     Adjusted EBITDA                                                                                                                      981,311                        806,800



       
                
                  Earnings Per Share:

    ---



                                                                                For the Three Months Ended                                                         For the Years Ended


                                                            September 27,                                  September 28,           September 27,                              September 28,
                                                                     2019                                            2018                     2019                                        2018

                                                                                                                                                                                        ---

                     Numerator for Basic and Diluted EPS:


        Net earnings (loss)
         attributable to Jacobs
         from continuing
         operations                                                        $
        21,946                                                            $
         (76,997)                             $
         290,960   $
         (4,185)


        Net earnings (loss)
         from continuing
         operations allocated
         to participating
         securities                                                  (16)                                                                                                             (415)



                     Net earnings (loss)
                      from continuing
                      operations allocated
                      to common stock for
                      EPS calculation                                      $
        21,930                                                            $
         (76,997)                             $
         290,545   $
         (4,185)





        Net earnings (loss)
         attributable to Jacobs
         from discontinued
         operations                                                       $
        120,378                                                              $
         39,456                              $
         557,019   $
         167,616


        Net earnings (loss)
         from discontinued
         operations allocated
         to participating
         securities                                                  (88)                                                   (105)                                                     (795)            (808)



                     Net earnings (loss)
                      from discontinued
                      operations allocated
                      to common stock for
                      EPS calculation                                     $
        120,290                                                              $
         39,351                              $
         556,224   $
         166,808





                     Net earnings allocated
                      to common stock for
                      EPS calculation                             142,220                                                 (37,646)                                                   846,769           162,623





                     Denominator for Basic and Diluted EPS:


        Weighted average basic
         shares                                                   134,625                                                  142,575                                                    138,104           138,182


        Shares allocated to
         participating
         securities                                                  (99)                                                   (379)                                                     (197)            (646)



                     Shares used for
                      calculating basic EPS
                      attributable to common
                      stock                                       134,526                                                  142,196                                                    137,907           137,536





                     Effect of dilutive securities:


        Stock compensation
         plans                                                      1,579                                                                                                              1,299



                     Shares used for
                      calculating diluted
                      EPS attributable to
                      common stock                                136,105                                                  142,196                                                    139,206           137,536





                     Net Earnings Per Share:


        Basic Net Earnings
         (Loss) from Continuing
         Operations Per Share                                                $
        0.16                                                              $
         (0.54)                                $
         2.11    $
         (0.03)


        Basic Net Earnings
         (Loss) from
         Discontinued
         Operations Per Share                                                $
        0.89                                                                $
         0.28                                 $
         4.03      $
         1.21


                     Basic EPS                                               $
        1.06                                                              $
         (0.26)                                $
         6.14      $
         1.18



        Diluted Net Earnings
         (Loss) from Continuing
         Operations Per Share                                                $
        0.16                                                              $
         (0.54)                                $
         2.09    $
         (0.03)


        Diluted Net Earnings
         from Discontinued
         Operations Per Share                                                $
        0.88                                                                $
         0.28                                 $
         4.00      $
         1.21


                     Diluted EPS                                             $
        1.04                                                              $
         (0.26)                                $
         6.08      $
         1.18




              (1)              For the fiscal 2018 year-to-
                                  date period, because net
                                  earnings (loss) from continuing
                                  operations was a loss, the
                                  effect of antidilutive
                                  securities of 1,176 were
                                  excluded from the denominator
                                  in calculating diluted EPS. For
                                  the three-month period fiscal
                                  2018 period, the effect of
                                  antidilutive securities of
                                  1,168 were excluded from the
                                  denominator in calculating
                                  diluted EPS.

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