8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington DC 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 3, 2004

Jacobs Engineering Group Inc.

(Exact name of Registrant as specified in its charter)

Delaware	1-7463	95-4081636
(State of incorporation)	(SEC File No.)	(IRS Employer identification number)

1111 S. Arroyo Parkway, Pasadena, California	91105
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number (including area code): (626) 578-3500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On November 3, 2004, the Registrant issued a press release announcing its earnings results for its fiscal year ended September 30, 2004, and certain other financial information. A copy of the press release is attached to this Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits:

The following exhibit is furnished as part of this Report pursuant to Item 2.02.

99.1 Press Release dated November 3, 2004 announcing the Company’s earnings results for fiscal 2004 and the Company’s earnings guidance for the first quarter of fiscal 2004 ending December 31, 2004 and fiscal year ending September 30, 2005.

The information in this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section. Furthermore, this Current Report on Form 8-K, including the exhibit, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JACOBS ENGINEERING GROUP INC.
By:	/s/  JOHN W. PROSSER, JR.
Name:	John W. Prosser, Jr.
Title:	Senior Vice President
	Finance and Administration
Date: November 4, 2004

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Exhibit Index

99.1     Press Release dated November 3, 2004

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE November 3, 2004

For additional information contact:

John W. Prosser, Jr.

Executive Vice President, Finance and Administration

626.578.6803

Jacobs Engineering Group Inc. Reports Fiscal 2004 Earnings

PASADENA, CALIF. - Jacobs Engineering Group Inc. (NYSE: JEC) today announced net earnings of $129.0 million, or $2.25 per diluted share, on revenues of $4.6 billion for its fiscal year ended September 30, 2004. This compares to net earnings of $128.0 million, or $2.27 per diluted share, on revenues of $4.6 billion for fiscal 2003.

For the fourth quarter of fiscal 2004, Jacobs reported net earnings of $30.5 million, or $0.53 per diluted share, on revenues of $1.2 billion. This compares to net earnings of $33.5 million, or $0.59 per diluted share, on revenues of $1.1 billion for the fourth quarter of fiscal 2003.

Jacobs also announced backlog at September 30, 2004, totaling $7.5 billion, including a technical professional services component of $4.0 billion. This compares to total backlog and technical professional services backlog of $7.0 billion and $3.4 billion, respectively, at September 30, 2003.

Commenting on the results for the year, Jacobs Chairman and CEO Noel G. Watson stated, “Fiscal 2004 was a disappointing year for us with essentially flat profits on a year over year basis. Looking ahead, our backlog is at record levels, prospects and sales results are strong, and we look forward to renewed growth in 2005.”

In commenting on the earnings outlook for fiscal 2005, Chief Financial Officer John W. Prosser, Jr. stated, “For the coming year, we are maintaining our guidance in the range of $2.40 to $2.70 per share. Our guidance for the first quarter of fiscal 2005 ending December 31, 2004, is a range of $0.52 to $0.58 per share.”

Jacobs will host a conference call at 11:00 a.m. Eastern time on Thursday, November 4, 2004, which will be webcast live on the Internet on www.jacobs.com. The taped teleconference is accessible from any touch-tone phone and will be available 24 hours a day through November 11, 2004. The dial-in number for the audio replay is 719.457.0820, confirmation code 933605.

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Jacobs, with over 35,000 employees and revenues approaching $5.0 billion, provides technical, professional, and construction services globally.

Any statements made in this release that are not based on historical fact are forward-looking statements. Any forward-looking statements made in this release represent management’s best judgement as to what may occur in the future. However, Jacobs’ actual outcome and results are not guaranteed and are subject to certain risks, uncertainties and assumptions (“Future Factors”), and may differ materially from what is expressed. For a description of Future Factors that could cause actual results to differ materially from such forward-looking statements, see the discussion under the section “Forward-Looking Statements” included in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s 2003 Annual Report on Form 10-K.

[MORE]

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Financial Highlights:

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

	Three Months Ended September 30						Twelve Months Ended September 30
	2004			2003			2004			2003
Revenues	$	1,215,686		$	1,063,210		$	4,594,235		$	4,615,601
Costs and Expenses:
Direct costs of contracts		(1,040,303	)		(905,344	)		(3,929,560	)		(3,989,714	)
Selling, general and administrative expenses		(128,951	)		(106,658	)		(466,409	)		(428,772	)
Operating Profit		46,432			51,208			198,266			197,115
Other Income (Expense):
Interest income		948			573			3,065			1,356
Interest expense		(1,344	)		(687	)		(3,565	)		(3,252	)
Miscellaneous income, net		842			491			658			1,720
Total other income (expense), net		446			377			158			(176	)
Earnings Before Taxes		46,878			51,585			198,424			196,939
Income Tax Expense		(16,408	)		(18,055	)		(69,449	)		(68,929	)
Net Earnings	$	30,470		$	33,530		$	128,975		$	128,010
Earnings Per Share:
Basic	$	0.54		$	0.60		$	2.30		$	2.32
Diluted		0.53			0.59			2.25			2.27
Weighted Average Shares Used to Calculate Earnings Per Share:
Basic		56,421			55,538			56,134			55,145
Diluted		57,476			56,981			57,433			56,392

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Other Operational Information (in thousands)

	Three Months Ended September 30				Twelve Months Ended September 30
	2004		2003		2004		2003
Revenues by Major Component:
Technical professional services	$	620,210	$	514,114	$	2,309,006	$	2,120,632
Field services		595,476		549,096		2,285,229		2,494,969
Total	$	1,215,686	$	1,063,210	$	4,594,235	$	4,615,601
Depreciation Before Taxes	$	8,712	$	8,681	$	34,154	$	35,350
Capital Expenditures	$	12,514	$	5,012	$	37,110	$	25,804

Selected Balance Sheet and Backlog Information (in thousands):

	At September 30,
	2004		2003
Balance Sheet Information:
Cash and cash equivalents	$	100,075	$	126,155
Total debt		80,015		18,273
Stockholders’ equity		1,005,027		842,083
Backlog Information:
Technical professional services	$	3,989,000	$	3,383,200
Field services		3,463,000		3,657,800
Total	$	7,452,000	$	7,041,000

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