Significant Accounting Policies | 12 Months Ended |
Sep. 26, 2014 |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
Significant Accounting Policies | ' |
Significant Accounting Policies |
Revenue Accounting for Contracts and Use of Joint Ventures |
In general, we recognize revenues at the time we provide services. Depending on the commercial terms of the contract, we recognize revenues either when costs are incurred, or using the percentage-of-completion method of accounting by relating contract costs incurred to date to the total estimated costs at completion. Contract losses are provided for in their entirety in the period they become known, without regard to the percentage-of-completion. For multiple contracts with a single customer we account for each contract separately. We also recognize as revenues costs associated with claims and unapproved change orders to the extent it is probable that such claims and change orders will result in additional contract revenue, and the amount of such additional revenue can be reliably estimated. |
Certain cost-reimbursable contracts include incentive-fee arrangements. The incentive fees in such contracts can be based on a variety of factors but the most common are the achievement of target completion dates, target costs, and/or other performance criteria. Failure to meet these targets can result in unrealized incentive fees. We recognize incentive fees based on expected results using the percentage-of-completion method of accounting. As the contract progresses and more information becomes available, the estimate of the anticipated incentive fee that will be earned is revised as necessary. We bill incentive fees based on the terms and conditions of the individual contracts. In certain situations, we are allowed to bill a portion of the incentive fees over the performance period of the contract. In other situations, we are allowed to bill incentive fees only after the target criterion has been achieved. Incentive fees which have been recognized but not billed are included in receivables in the accompanying Consolidated Balance Sheets. |
Certain cost-reimbursable contracts with government customers as well as certain commercial clients provide that contract costs are subject to audit and adjustment. In this situation, revenues are recorded at the time services are performed based upon the amounts we expect to realize upon completion of the contracts. Revenues are not recognized for non-recoverable costs. In those situations where an audit indicates that we may have billed a client for costs not allowable under the terms of the contract, we estimate the amount of such nonbillable costs and adjust our revenues accordingly. |
When we are directly responsible for subcontractor labor or third-party materials and equipment, we reflect the costs of such items in both revenues and costs (and we refer to such costs as “pass-through” costs). On those projects where the client elects to pay for such items directly and we have no associated responsibility for such items, these amounts are not reflected in either revenues or costs. |
The following table sets forth pass-through costs included in revenues for each of the last three fiscal years (in millions): |
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2014 | | 2013 | | 2012 | | | | | | | | | | |
$ | 2,954.90 | | | $ | 2,624.80 | | | $ | 2,328.40 | | | | | | | | | | | |
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As is common to the industry, we execute certain contracts jointly with third parties through various forms of joint ventures and consortiums. Although the joint ventures own and hold the contracts with the clients, the services required by the contracts are typically performed by us and our joint venture partners, or by other subcontractors under subcontracting agreements with the joint ventures. The assets of our joint ventures, therefore, consist almost entirely of cash and receivables (representing amounts due from clients), and the liabilities of our joint ventures consist almost entirely of amounts due to the joint venture partners (for services provided by the partners to the joint ventures under their individual subcontracts) and other subcontractors. In general, at any given time, the equity of our joint ventures represents the undistributed profits earned on contracts the joint ventures hold with clients. Very few of our joint ventures have employees. None of our joint ventures have third-party debt or credit facilities. Our joint ventures, therefore, are simply mechanisms used to deliver engineering and construction services to clients. Rarely do they, in and of themselves, present any risk of loss to us or to our partners separate from those that we would carry if we were performing the contract on our own. Under U.S. GAAP, our share of losses associated with the contracts held by the joint ventures, if and when they occur, has always been reflected in our Consolidated Financial Statements. |
Certain of our joint ventures meet the definition of a VIE. In evaluating our VIEs for possible consolidation, we perform a qualitative analysis to determine whether or not we have a “controlling financial interest” in the VIE as defined by U.S. GAAP. We consolidate only those VIEs over which we have a controlling financial interest. |
For the Company’s unconsolidated joint ventures, we use either the equity method of accounting or proportional consolidation. The Company does not currently participate in any significant VIEs in which it has a controlling financial interest that it does not consolidate. |
There were no changes in facts and circumstances during the period that caused the Company to reassess the method of accounting for its VIEs. |
Fair Value Measurements |
The net carrying amounts of cash and cash equivalents, trade receivables and payables, and notes payable approximate Fair Value due to the short-term nature of these instruments. Similarly, we believe the carrying value of long-term debt also approximates Fair Value based on the interest rates and scheduled maturities applicable to the outstanding borrowings. Certain other assets and liabilities, such as forward contracts and an interest rate swap agreement we purchased as cash-flow hedges discussed in Note 10 —Commitments and Contingencies - Derivative Financial Instruments are required to be carried in our Consolidated Financial Statements at Fair Value. |
The Fair Value of the Company’s reporting units (needed for purposes of determining whether there is an indication of possible impairment of the carrying value of goodwill) is determined using a both an income approach and a market approach. Both approaches require us to make estimates and judgments. Under the income approach, Fair Value is determined by using the discounted cash flows of our reporting units. Under the market approach, the Fair Values of our reporting units are determined by reference to guideline companies that are reasonably comparable to our reporting units; the Fair Values are estimated based on the valuation multiples of the invested capital associated with the guideline companies. In assessing whether there is an indication that the carrying value of goodwill has been impaired, we utilize the results of both valuation techniques and consider the range of Fair Values indicated. The range of values (both ends of the range) for each reporting unit, exceeded the respective book values by more than 40%. |
With respect to share-based payments, we estimate the Fair Value of stock options granted to employees and directors using the Black-Scholes option-pricing model. Like all option-pricing models, the Black-Scholes model requires the use of highly subjective assumptions including (i) the expected volatility of the market price of the underlying stock, and (ii) the expected term of the award, among others. Accordingly, changes in assumptions and any subsequent adjustments to those assumptions can cause drastically different Fair Values to be assigned to our stock option awards. For restricted stock units containing service and market conditions, compensation expense is based on the Fair Value of such units using a Monte Carlo simulation. Due to the uncertainties inherent in the use of assumptions and the results of applying Monte Carlo simulations and because equity awards tend to vest over several years and additional equity awards may be made in the future, the amount of expense recorded in the accompanying consolidated financial statements may not be representative of the effects on our future consolidated financial statements. |
The Fair Values of the assets owned by the various pension plans that the Company sponsors are determined based on the type of asset, consistent with U.S. GAAP. Equity securities are valued by using market observable data such as quoted prices. Publicly traded corporate equity securities are valued at the last reported sale price on the last business day of the year. Securities not traded on the last business day are valued at the last reported bid price. Debt securities are valued at the last reported sale price on the last business day applicable. Real estate consists primarily of common or collective trusts, with underlying investments in real estate. They are valued using the best information available, including quoted market price, market prices for similar assets when available, internal cash flow estimates discounted at an appropriate interest rate, or independent appraisals, as appropriate. Insurance contracts, investments in infrastructure/raw goods, and hedge funds are valued using actuarial assumptions and values reported by the fund managers. |
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The methodologies described above and elsewhere in these Notes to Consolidated Financial Statements may produce a Fair Value measure that may not be indicative of net realizable value or reflective of future Fair Values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the Fair Value of certain financial instruments could result in a different Fair Value measurement. |
Cash Equivalents |
We consider all highly liquid investments with original maturities of less than three months to be cash equivalents. Cash equivalents at September 26, 2014 and September 27, 2013 consisted primarily of money market mutual funds and overnight bank deposits. |
Receivables and Billings in Excess of Costs |
“Receivables” include billed receivables, unbilled receivables, and retentions receivable. Billed receivables represent amounts invoiced to clients in accordance with the terms of our client contracts. They are recorded in our financial statements when they are issued. Unbilled receivables and retentions receivable represent reimbursable costs and amounts earned and reimbursable under contracts in progress as of the respective balance sheet dates. Such amounts become billable according to the contract terms, which usually consider the passage of time, achievement of certain milestones or completion of the project. We anticipate that substantially all of such unbilled amounts will be billed and collected over the next fiscal year. |
Certain contracts allow us to issue invoices to clients in advance of providing services. “Billings in excess of costs” represent billings to, and cash collected from, clients in advance of work performed. We anticipate that substantially all such amounts will be earned over the next twelve months. |
Property, Equipment, and Improvements |
Property, equipment and improvements are carried at cost, and are shown net of accumulated depreciation and amortization in the accompanying Consolidated Balance Sheets. Depreciation and amortization is computed primarily by using the straight-line method over the estimated useful lives of the assets. The cost of leasehold improvements is amortized using the straight-line method over the lesser of the estimated useful life of the asset or the remaining term of the related lease. Estimated useful lives range from 20 to 40 years for buildings, from 3 to 10 years for equipment and from 4 to 10 years for leasehold improvements. |
Goodwill and Other Intangible Assets |
Goodwill represents the excess of the cost of an acquired business over the Fair Value of the net tangible and intangible assets acquired. Goodwill and intangible assets with indefinite lives are not amortized; instead, we test goodwill for possible impairment. We conduct such tests annually (or more frequently if events occur or circumstances change that would more likely than not reduce the Fair Values of our reporting units below their respective carrying values). The first step in the test is to compare the Fair Value of each of the Company’s reporting units to their respective carrying amounts, including goodwill. In the event that the carrying value of a reporting unit exceeds its Fair Value, a second test is performed to measure the amount of the impairment loss, if any. In performing the annual impairment test, the Company evaluates goodwill at the reporting unit level. We have determined that our operating segment is comprised of two reporting units based on geography. Based on the results of these tests, we have determined that the Fair Value of our reporting units substantially exceeded their respective carrying values for fiscal years 2014, 2013, and 2012. |
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The following table provides certain information related to the Company’s acquired intangible assets for each of the fiscal years presented (in thousands): |
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| | Customer | | Developed | | Trade | | Other | | Total |
Relationships, | Technology | Names |
Contracts, and | | |
Backlog | | |
Balances, September 30, 2011 | | $ | 229,738 | | | $ | 21,977 | | | $ | 3,473 | | | $ | 3,818 | | | $ | 259,006 | |
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Acquisitions | | 13,010 | | | — | | | 1,200 | | | 410 | | | 14,620 | |
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Amortization | | (24,406 | ) | | (1,533 | ) | | (1,430 | ) | | (1,597 | ) | | (28,966 | ) |
Foreign currency translation | | (613 | ) | | — | | | (161 | ) | | (124 | ) | | (898 | ) |
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Balances, September 28, 2012 | | 217,729 | | | 20,444 | | | 3,082 | | | 2,507 | | | 243,762 | |
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Acquisitions | | — | | | — | | | — | | | — | | | — | |
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Amortization | | (20,731 | ) | | (1,533 | ) | | (614 | ) | | (1,130 | ) | | (24,008 | ) |
Foreign currency translation | | (1,471 | ) | | — | | | (289 | ) | | (90 | ) | | (1,850 | ) |
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Balances, September 27, 2013 | | 195,527 | | | 18,911 | | | 2,179 | | | 1,287 | | | 217,904 | |
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Acquisitions | | 249,164 | | | — | | | 15,049 | | | — | | | 264,213 | |
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Amortization | | (37,737 | ) | | (1,533 | ) | | (3,251 | ) | | (693 | ) | | (43,214 | ) |
Foreign currency translation | | 1,087 | | | — | | | 171 | | | 31 | | | 1,289 | |
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Balances, September 26, 2014 | | $ | 408,041 | | | $ | 17,378 | | | $ | 14,148 | | | $ | 625 | | | $ | 440,192 | |
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Weighted average amortization period (years) | | 10.2 | | | 12 | | | 4 | | | 11.6 | | | 10.1 | |
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The weighted average amortization period includes the effects of foreign currency translation. |
The above table excludes the values assigned to those intangible assets embedded in the Company’s investment in AWE Management Ltd. (“AWE”) and Guimar Engenharia LTDA ("Guimar"). Those amounts are included in the carrying value of the Company’s investment in AWE and Guimar. The amount of amortization expense we estimate we will record during each of the next five fiscal years relating to intangible assets existing at September 26, 2014, including those associated with AWE and Guimar, is: fiscal 2015 - $52.9 million; fiscal 2016 - $51.5 million; fiscal 2017 - $49.0 million; fiscal 2018 - $47.5 million; and fiscal 2019 - $46.7 million. The amounts reported for future amortization include the effect of exchange rate changes. |
The change in goodwill during the three year period ending September 26, 2014 was due primarily to businesses acquired during fiscal 2014. |
Business Combinations |
On December 13, 2013, the Company acquired all of the outstanding interests in Sinclair Knight Merz Management Pty Limited and Sinclair Knight Merz Holdings Limited (collectively, "SKM"), a provider of engineering, design, procurement, construction and project management services. The Company purchased SKM for approximately $1.2 billion in cash. The acquisition agreement includes customary representations, warranties, and indemnities supported by an escrow account. SKM's results of operations have been included in the Company's consolidated results of operations since the date of acquisition. |
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The Company has, in total, incurred approximately $16.6 million of expenses directly related to the SKM acquisition. Included in selling, general and administrative expense for fiscal 2014 is $9.2 million of incremental, transaction-related expenses. |
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The following table presents the preliminary allocation of the purchase price (in thousands) paid for SKM: |
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Assets: | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | $ | 152,051 | | | | | | | | | | | | | | | | | | |
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Receivables and other current assets | 367,580 | | | | | | | | | | | | | | | | | | |
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Property and equipment, and other | 71,630 | | | | | | | | | | | | | | | | | | |
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Intangible assets | 202,166 | | | | | | | | | | | | | | | | | | |
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Total assets | 793,427 | | | | | | | | | | | | | | | | | | |
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Liabilities: | | | | | | | | | | | | | | | | | | |
Current liabilities | 333,298 | | | | | | | | | | | | | | | | | | |
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Deferred tax liability | 70,758 | | | | | | | | | | | | | | | | | | |
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Long-term liabilities | 20,416 | | | | | | | | | | | | | | | | | | |
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Total liabilities | 424,472 | | | | | | | | | | | | | | | | | | |
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Net identifiable assets acquired | $ | 368,955 | | | | | | | | | | | | | | | | | | |
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Goodwill | 850,719 | | | | | | | | | | | | | | | | | | |
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Net assets acquired | $ | 1,219,674 | | | | | | | | | | | | | | | | | | |
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The Company expects to collect substantially all of the acquired receivables of $304.6 million, net of acquired allowances. |
The purchase price allocation of the SKM transaction continues to be subject to post-closing adjustment as the Company finalizes the values assigned to project-related assets and liabilities, claims, other contingencies, acquired intangible assets, and leased properties, among other items. The Company intends to complete the purchase price allocation by the end of the measurement period provided by U.S. GAAP. The preliminary useful lives of the intangible assets acquired from SKM range from 3 to 12 years. |
Some of the factors contributing to the recognition of goodwill include: (i) access to a large, highly-trained and stable workforce; (ii) the opportunity to expand our client base in Australia, Asia, South America and the U.K.; (iii) the opportunity to expand our presence in multiple industries, including: mining, infrastructure, buildings, water and energy; and (iv) the opportunity to achieve operating synergies. We expect that a significant portion of the the goodwill recognized in the SKM transaction will ultimately be deductible in the U.S. for federal income tax purposes. |
The following table presents the unaudited, pro forma consolidated results of operations (in millions, except per share amounts) for fiscal years 2014 and 2013 as if the acquisition of SKM operations had occurred as of September 28, 2012. The period end dates of SKM are different from those of the Company and, accordingly, certain adjustments were made to conform SKM's period end dates to those of the Company. Management believes these adjustments make the comparative data more representative of what the combined results of operations would have been over the pro forma period. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had we actually acquired SKM on September 28, 2012; or (ii) future results of operations: |
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| 2014 | | 2013 | | | | | | | | | | | | | |
Revenues | $ | 12,944,848 | | | $ | 13,064,768 | | | | | | | | | | | | | | |
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Net earnings attributable to Jacobs | $ | 335,658 | | | $ | 488,434 | | | | | | | | | | | | | | |
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Basic earnings per share | $ | 2.57 | | | $ | 3.78 | | | | | | | | | | | | | | |
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Diluted earnings per share | $ | 2.54 | | | $ | 3.73 | | | | | | | | | | | | | | |
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The pro forma earnings for fiscal year 2014 were adjusted to exclude $21.4 million of transaction-related costs incurred by both parties and, for fiscal year 2013, include $21.4 million of transaction-related costs in the pro forma earnings. For fiscal years 2014 and 2013, the pro forma earnings were adjusted to reduce interest expense by $2.3 million (for a total of $2.1 million) and to include incremental interest expense of $5.4 million (for a total of $5.4 million), respectively. For fiscal years 2014 and 2013, the pro forma earnings were adjusted to include net incremental intangible amortization of $2.5 million (for a total of $19.9 million) and $16.1 million (for a total of $21.3 million), respectively. The difference in the total intangible amortization between the periods is due to the effects of exchange rate changes. |
The pro forma earnings for fiscal year 2014 include an expense from SKM of $24 million related to a settlement with certain SKM shareholders regarding provisions of their shareholding plan that was settled and paid prior to the close of the business combination and recorded during the three month period ended December 27, 2013. |
During fiscal year 2014, the Company also acquired Federal Network Services LLC (formerly a subsidiary of Verizon), Eagleton Engineering, LLC, FMHC Corporation, Stobbarts (Nuclear) Limited, Trompeter Enterprises, and MARMAC Field Services, Inc. The operations of these acquisitions were not material to the Company's consolidated results for fiscal 2014. During fiscal 2014, we also acquired an additional 15% interest in Zamel and Turbag Consulting Engineers Company ("ZATE"), a refining, chemicals, infrastructure and civil engineering company headquartered in Al Khobar, Saudi Arabia. This transaction brought the Company's ownership in ZATE to 75%. |
Foreign Currencies |
In preparing our Consolidated Financial Statements, it is necessary to translate the financial statements of our subsidiaries operating outside the U.S., which are denominated in currencies other than the U.S. dollar, into the U.S. dollar. In accordance with U.S. GAAP, revenues and expenses of operations outside the U.S. are translated into U.S. dollars using weighted-average exchange rates for the applicable period(s) being translated while the assets and liabilities of operations outside the U.S. are generally translated into U.S. dollars using period-end exchange rates. The net effect of foreign currency translation adjustments is included in stockholders’ equity as a component of accumulated other comprehensive income (loss) in the accompanying Consolidated Balance Sheets. |
Share-Based Payments |
We measure the value of services received from employees and directors in exchange for an award of an equity instrument based on the grant-date Fair Value of the award. The computed value is recognized as a non-cash cost on a straight-line basis over the period the individual provides services, which is typically the vesting period of the award with the exception of awards containing an internal performance measure which is recognized on a straight-line basis over the vesting period subject to the probability of meeting the performance requirements and adjusted for the number of shares expected to be earned. The cost of these awards is recorded in selling, general and administrative expense in the Company's Consolidated Financial Statements. |
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The following table presents our stock-based compensation expense for the various types of awards made by the Company for each of the fiscal years presented (in thousands): |
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Award Type | | 2014 | | 2013 | | 2012 | | | | | | | | | | | | | | |
Restricted Stock and Restricted | | $17,307 | | $12,836 | | $11,021 | | | | | | | | | | | | | | |
Stock Units (excluding Market and | | | | | | | | | | | | | | |
Performance Awards) | | | | | | | | | | | | | | |
Stock Options | | 10,829 | | 11,385 | | 14,067 | | | | | | | | | | | | | | |
Market and Performance Awards | | 15,264 | | 15,297 | | 7,354 | | | | | | | | | | | | | | |
Total Expense | | $43,400 | | $39,518 | | $32,442 | | | | | | | | | | | | | | |
The Company has two incentive plans whereby eligible employees and directors of Jacobs may be granted stock options, restricted stock, and/or restricted stock units. |
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Stock Options—Substantially all of the stock options granted during the year are awarded on the same date (although the date is different for employees and directors). The following table presents the assumptions used in the Black-Scholes option-pricing model during each of the last three fiscal years for awards made to employees and directors: |
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| | Awards Made to Employees | | Awards Made to Directors | | |
| | 2014 | | 2013 | | 2012 | | 2014 | | 2013 | | 2012 | | |
Dividend yield | | 0 | % | | 0 | % | | 0 | % | | 0 | % | | 0 | % | | 0 | % | | |
Expected volatility | | 34.25 | % | | 38.37 | % | | 43.28 | % | | 35.3 | % | | 37.65 | % | | 41.42 | % | | |
Risk-free interest rate | | 1.79 | % | | 1.11 | % | | 0.95 | % | | 1.76 | % | | 0.95 | % | | 1.11 | % | | |
Expected term of options (in years) | | 5.82 | | | 5.82 | | | 5.82 | | | 5.82 | | | 5.82 | | | 5.82 | | | |
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Performance Awards— During fiscal years 2014, 2013, and 2012, the Company granted restricted stock units containing service, performance, and market conditions. The restricted stock unit award is split equally between Relative TSR Restricted Stock Units and Net Earnings Growth Restricted Stock Units. |
The number of Relative TSR Restricted Stock Units in which the employee may ultimately vest shall be equal to the Relative TSR grant multiplied by the TSR Performance Multiplier. The TSR Performance Multiplier will be determined by comparing the Company's total stockholder return to the total stockholder return of each of the companies in a specified industry peer group over the three-year period immediately following the award date. For purposes of computing total stockholder return, the beginning stock price will be the average closing stock price over the 30 calendar day period ending on the award date ("Performance Period"), and the ending stock price will be the average closing price over the 30 calendar day period ending on the last day of the performance period. Any dividend payments made over the Performance Period will be deemed re-invested on the ex-dividend data in additional shares of the related Company. |
The following table presents the basis on which the Relative TSR Restricted Stock Units are determined: |
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Company TSR Percentile Rank | | TSR Performance Multiplier | | | | | | | | | | | | | | | | | | |
Below 30th percentile | | —% | | | | | | | | | | | | | | | | | | |
30th percentile | | 50% | | | | | | | | | | | | | | | | | | |
50th percentile | | 100% | | | | | | | | | | | | | | | | | | |
70th percentile or above | | 150% | | | | | | | | | | | | | | | | | | |
If the Company's total stockholder return over the Performance Period falls between any of the brackets described above, the TSR Performance Multiplier will be determined using straight line interpolation based on the actual percentile ranking. |
Substantially all of the TSR restricted stock units awarded during the year are awarded on the same date. The following table presents the assumptions used to value the TSR restricted stock units: |
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| 2014 | 2013 | 2012 | | | | | | | | | | | | | | |
Dividend yield | — | % | — | % | — | % | | | | | | | | | | | | | | |
Expected volatility | 24.77 | % | 29.18 | % | 36.3 | | | | | | | | | | | | | | | |
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Risk-free interest rate | 0.8 | % | 0.42 | % | 0.42 | | | | | | | | | | | | | | | |
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Expected term (in years) | 3 | | 3 | | 3 | | | | | | | | | | | | | | | |
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The number of Net Earnings Growth Restricted Stock Units awarded in fiscal year 2012 in which an employee may ultimately vest shall be equal to the sum of the following: (1) an amount, not less than zero, equal to one-third of the earned Net Earnings Growth Restricted Stock Units grant multiplied by the Net Earnings Growth Performance Multiplier (or, "NEGPM", as defined) determined based upon the growth in the Company's Net Earnings (as defined) over the period from April 1, 2012 to March 31, 2013; plus, (2) an amount, not less than zero, equal to (A) two-thirds of the earned Net Earnings Growth Restricted Stock Units grant multiplied by the NEGPM determined based upon the average growth in the Company's Net Earnings over the period from April 1, 2012 to March 31, 2014, minus (B) the amount determined pursuant to (1) above; plus, (3) an amount, not less than zero, equal to (A) the earned Net Earnings Growth Restricted Stock Units grant multiplied by the NEGPM determined based upon the average growth in the Company's Net Earnings over the period from April 1, 2012 to March 31, 2015, minus (B) the amount determined pursuant to (1) and (2) above. |
For Net Earnings Growth Restricted Stock Units awarded in fiscal years 2013 and 2014, all of the criteria referenced in the paragraph above are the same over the three year vesting period with the exception of the performance period. The periods for fiscal years 2013 and 2014 are based upon the Company's Net Earnings (as defined) over the period starting on the first day of the Company's third quarter of fiscal 2013 and ending on the last day of the Company's second quarter of fiscal 2016 and the Company's Net Earnings (as defined) over the period starting on the first day of the Company's third quarter of fiscal 2014 and ending on the last day of the Company's second quarter of fiscal 2017, respectively. |
If the Company's average growth in Net Earnings over the applicable fiscal years during the respective performance periods is between 5% and 10%, 10% and 15%, or 15% and 20%, the Net Earnings Growth Performance Multiplier will be determined using straight line interpolation based on the actual average growth in the Company's consolidated net earnings attributable to Jacobs. |
The following table presents the basis on which the Net Earnings Growth Restricted Stock Units are determined: |
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Average Net | | Net Earnings Growth | | | | | | | | | | | | | | | | | | |
Earnings Growth | Performance | | | | | | | | | | | | | | | | | | |
| Multiplier | | | | | | | | | | | | | | | | | | |
Less than 5% | | —% | | | | | | | | | | | | | | | | | | |
5% | | 50% | | | | | | | | | | | | | | | | | | |
10% | | 100% | | | | | | | | | | | | | | | | | | |
15% | | 150% | | | | | | | | | | | | | | | | | | |
20% | | 200% | | | | | | | | | | | | | | | | | | |
Unless stated otherwise, all other awards are valued based on the closing price of the Company's common stock as reported in the NYSE Composite Price History on their respective grant dates. |
Concentrations of Credit Risk |
Our cash balances and cash equivalents are maintained in accounts held by major banks and financial institutions located primarily in North America, South America, Europe, the Middle East, India, Australia, Africa, and Asia. In the normal course of business, and consistent with industry practices, we grant credit to our clients without requiring collateral. Concentrations of credit risk is the risk that, if we extend a significant amount of credit to clients in a specific geographic area or industry, we may experience disproportionately high levels of default if those clients are adversely affected by factors particular to their geographic area or industry. Concentrations of credit risk relative to trade receivables are limited due to our diverse client base, which includes the U.S. federal government and multi-national corporations operating in a broad range of industries and geographic areas. Additionally, in order to mitigate credit risk, we continually evaluate the credit worthiness of our major commercial clients. |
Use of Estimates and Assumptions |
The preparation of financial statements in conformity with U.S. GAAP requires us to employ estimates and make assumptions that affect the reported amounts of certain assets and liabilities; the revenues and expenses reported for the periods covered by the financial statements; and certain amounts disclosed in these Notes to the Consolidated Financial Statements. Although such estimates and assumptions are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available and past experience, actual results could differ significantly from those estimates and assumptions. Our estimates, judgments, and assumptions are evaluated periodically and adjusted accordingly. |
Earlier in these Notes to Consolidated Financial Statements we discussed three significant accounting policies that rely on the application of estimates and assumptions: revenue recognition for long-term construction contracts; the process for testing goodwill for possible impairment; and the accounting for share-based payments to employees and directors. The following is a discussion of certain other significant accounting policies that rely on the use of estimates: |
Accounting for Pensions— We use certain assumptions and estimates in order to calculate periodic pension cost and the value of the assets and liabilities of our pension plans. These assumptions involve discount rates, investment returns, and projected salary increases, among others. Changes in the actuarial assumptions may have a material effect on the plans’ liabilities and the projected pension expense. |
Accounting for Income Taxes— We determine our consolidated income tax expense using the asset and liability method prescribed by U.S. GAAP. Under this method, deferred tax assets and liabilities are recognized for the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. Such deferred tax assets and liabilities are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. If and when we determine that a deferred tax asset will not be realized for its full amount, we will recognize and record a valuation allowance with a corresponding charge to earnings. Judgment is required in determining our worldwide provision for income taxes. In the normal course of business, we may engage in numerous transactions every day for which the ultimate tax outcome (including the period in which the transaction will ultimately be included in taxable income or deducted as an expense) is uncertain. Additionally, we file income, franchise, gross receipts and similar tax returns in many jurisdictions. Our tax returns are subject to audit and investigation by the Internal Revenue Service, most states in the U.S., and by various government agencies representing many jurisdictions outside the U.S. |
Contractual Guarantees, Litigation, Investigations, and Insurance— In the normal course of business, we are subject to certain contractual guarantees and litigation. We record in the Consolidated Balance Sheets amounts representing our estimated liability relating to such guarantees, litigation, and insurance claims. We perform an analysis to determine the level of reserves to establish for both insurance-related claims that are known and have been asserted against us as well as for insurance-related claims that are believed to have been incurred based on actuarial analysis, but have not yet been reported to our claims administrators as of the respective balance sheet dates. We include any adjustments to such insurance reserves in our Consolidated Statements of Earnings. In addition, as a contractor providing services to various agencies of the U.S. federal government, we are subject to many levels of audits, investigations, and claims by, or on behalf of, the U.S. federal government with respect to contract performance, pricing, costs, cost allocations, and procurement practices. We adjust revenues based upon the amounts we expect to realize considering the effects of any client audits or governmental investigations. |
Accounting for Business Combinations— U.S. GAAP requires that the purchase price paid for business combinations accounted for using the acquisition method be allocated to the assets and liabilities acquired based on their respective Fair Values. Determining the Fair Value of contract assets and liabilities acquired often requires estimates and judgments regarding, among other things, the estimated cost to complete such contracts. The Company must also make certain estimates and judgments relating to other assets and liabilities acquired as well as any identifiable intangible assets acquired. |
New Accounting Pronouncements |
In May 2014, the FASB issued ASU No. 2014-09—Revenue from Contracts with Customers. The new guidance provided by ASU 2014-09 is intended to remove inconsistencies and weaknesses in the existing revenue requirements, provide a more robust framework for addressing revenue issues, improve comparability, provide more useful information and simplify the preparation of financial statements. ASU 2014-09 is effective for annual and interim reporting periods beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact that the new guidance may have on the consolidated financial statements. |
In December 2011, the FASB adopted ASU No. 2011-11—Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 amends Topic 210 of the ASC and requires entities to disclose information about offsetting and related arrangements to enable users of their financial statements to understand the effect of those arrangements on their respective financial positions. The scope of this ASU includes derivatives, sale and repurchase agreements, reverse sale and repurchase agreements, and securities borrowing and securities lending agreements. Entities are required to apply the provisions of ASU 2011-11 for annual reporting periods beginning on or after January 1, 2013. The Company does not believe that the adoption of ASU 2011-11 will have a material effect on its consolidated financial statements. |