Organizational Transformation and Financial Outlook
Forward-Looking Statement Disclaimer
Certain statements contained in this presentation 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 presentation 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
these and other risks, uncertainties and other factors that may occur that could cause actual results to differ from our forward-looking statements see our Annual Report on Form 10-K for the year
ended September 28, 2018, our Quarterly Report on Form 10-Q for the quarter ended December 28, 2018, as well as our other filings with the SEC. We are not under any duty to update any of the
forward-looking statements after the date of this presentation to conform to actual results, except as required by applicable law.
Non-GAAP Financial Measures
To supplement the financial results presented in accordance with generally accepted accounting principles in the United States ("GAAP"), we present certain non-GAAP financial measures within the
meaning of Regulation G under the Securities Exchange Act of 1934, as amended. These measures are not, and should not be viewed as, substitutes for GAAP financial measures. The non-GAAP
financial measures used herein include: adjusted net income, adjusted EPS, adjusted operating profit, adjusted operating profit margin, adjusted EBITDA and net revenue. More information about
these non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures can be found at the end of this presentation.
Reconciliation of the adjusted pro forma EPS outlook for fiscal 2019 and the three year targets for net revenue, adjusted operating profit and adjusted operating profit margin to the most directly
comparable GAAP measure is not available without unreasonable efforts because the Company cannot predict with sufficient certainty all of the components required to provide such reconciliation,
including with respect to the costs and charges relating to transaction expenses, restructuring and integration to be incurred in fiscal 2019 and the three year period ending with fiscal 2021.
Pro Forma Figures
During this presentation, we may discuss comparisons of current quarter results to prior periods on a pro forma adjusted basis. The pro forma combined adjusted figures for first quarter of fiscal 2018
were calculated by using revenue and income from continuing operations of the combined Jacobs and CH2M entities as if the acquisition of CH2M had occurred prior to the first quarter of fiscal 2018,
as adjusted for (i) the exclusion of restructuring and other related charges, (ii) the deconsolidation of CH2M's investment in Chalk River as if deconsolidated on October 1, 2016 and (iii) the exclusion of
the revenue and operating results associated with CH2M's MOPAC project. In addition, each quarterly period of fiscal 2018, which has been recast to reflect the Company's new segment realignment,
backlog methodology and pension cost changes, has been further adjusted to reflect the updated cost allocation methodology, which became effective for the first quarter of fiscal 2019. Readers
should consider this information together with a comparison to Jacobs' historical financial results as reported in Jacobs' filings with the SEC, which reflect Jacobs-only performance for periods prior to
the closing of the CH2M acquisition on December 15, 2017, and CH2M's historical financial results as reported in CH2M's filings with the SEC.
In addition, we may discuss current estimates of the pro forma impact of the proposed sale of ECR to WorleyParsons to the estimated future operating results of the Company. These estimated pro
forma operating results were calculated by excluding the estimated segment operating results of the ECR line of business as if the transaction closed immediately prior to the beginning of the period
presented, and adjusted to reflect (i) assumed estimated net proceeds of $2.5 billion from the sale, (ii) the repayment of the Company's $1.5 billion term loan and outstanding balance under the
Company's revolving credit facility with the cash proceeds from the transaction, (iii) the elimination of estimated annualized stranded costs by the end of fiscal 2019, and (iv) the exclusion of estimated
restructuring and integration costs relating the CH2M acquisition and estimated restructuring and separation costs relating to the proposed transaction. We believe this information helps provide
additional insight into the underlying trends of our business when comparing current performance against prior periods and the expected impact of the pending ECR divestiture.
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