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): July 26, 2005

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))

Jacobs Engineering Group Inc.

Item 2.02 Results of Operations and Financial Condition

On July 25, 2005, the Registrant issued a press release announcing its earnings results for the quarter ended June 30, 2005, 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 July 25, 2005 announcing the Company’s financial results for the quarter ended June 30, 2005 and the Company’s earnings guidance for the remainder of the 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.

Jacobs Engineering Group Inc.

Page 2

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:	Executive Vice President
	Finance and Administration

Date: July 27, 2005

Jacobs Engineering Group Inc.

Page 3

Exhibit Index

99.1     Press Release dated July 25, 2005

Jacobs Engineering Group Inc.

Page 4

EX-99.1

Exhibit 99.1

1111 South Arroyo Parkway 7084	Press Release
P.O. Box 7084
Pasadena, California 91105-7084 U.S.A.
1.626.578.3500 Fax 1.626.578.6916

FOR IMMEDIATE RELEASE July 25, 2005                                         

For additional information contact:

John W. Prosser, Jr.

Executive Vice President, Finance and Administration

626.578.6803

Jacobs Engineering Group Inc.

Financial Results for the Third Quarter of Fiscal 2005

PASADENA, CALIF. — Jacobs Engineering Group Inc. (NYSE: JEC) —

Third Quarter Highlights:

• Backlog increases 19.7% from June 30, 2004 to $8.4 billion

• Revenues increase 29.4% from the third quarter of fiscal 2004 to $1.4 billion

• $0.68 EPS

• Fiscal 2005 EPS guidance is $2.52 to $2.58

Jacobs announced today net earnings of $40.1 million, or $0.68 per diluted share, on revenues of $1.4 billion for the third quarter of fiscal 2005 ended June 30, 2005. This compares to net earnings of $29.9 million, or $0.52 per diluted share, on revenues of $1.1 billion for the third quarter of fiscal 2004.

Commenting on the results for the third quarter, Jacobs Chairman and CEO Noel G. Watson stated, “The third quarter of fiscal 2005 was a very good quarter for the Company. Revenues and earnings were up significantly from last year, driven by strength across a number of the markets in which our clients operate.”

For the nine months ended June 30, 2005, Jacobs reported net earnings of $108.2 million, or $1.85 per diluted share, on revenues of $4.1 billion. This compares to net earnings of $98.5 million, or $1.72 per diluted share, on revenues of $3.4 billion for the same period in fiscal 2004.

Jacobs also announced backlog at June 30, 2005, totaling $8.4 billion, including a technical professional services component of $4.2 billion. This compares to total backlog and technical professional services backlog of $7.0 billion and $3.6 billion, respectively, at June 30, 2004.

Jacobs Engineering Group Inc.

Page 5

Commenting on the Company’s earnings outlook for the fourth quarter of fiscal 2005, Jacobs Chief Financial Officer John W. Prosser, Jr. stated, “We are narrowing our earnings per share guidance for fiscal 2005 to a range of $2.52 to $2.58.”

Jacobs is hosting a conference call at 11:00 a.m. Eastern time on Tuesday, July 26, 2005, which they are webcasting live at www.jacobs.com. The taped teleconference is accessible from any touch-tone phone and will be available 24 hours a day through August 2, 2005. The dial-in number for the audio replay is 706.645.9291 (reference code 7618798).

Jacobs, with over 35,000 employees and revenues exceeding $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 2004 Annual Report on Form 10-K.

[ MORE ]

Jacobs Engineering Group Inc.

Page 6

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

	Three Months Ended June 30						Nine Months Ended June 30
	2005			2004			2005			2004
Revenues	$	1,449,047		$	1,119,536		$	4,115,542		$	3,378,549
Costs and Expenses:
Direct costs of contracts		(1,240,170	)		(960,418	)		(3,516,451	)		(2,889,257	)
Selling, general and administrative expenses		(145,104	)		(112,487	)		(424,960	)		(337,458	)
Operating Profit		63,773			46,631			174,131			151,834
Other Income (Expense):
Interest income		1,114			573			2,901			2,117
Interest expense		(1,486	)		(649	)		(5,028	)		(2,221	)
Miscellaneous expense, net		(825	)		(509	)		(2,878	)		(184	)
Total other expense, net		(1,197	)		(585	)		(5,005	)		(288	)
Earnings Before Taxes		62,576			46,046			169,126			151,546
Income Tax Expense		(22,526	)		(16,116	)		(60,886	)		(53,041	)
Net Earnings	$	40,050		$	29,930		$	108,240		$	98,505
Earnings Per Share:
Basic	$	0.70		$	0.53		$	1.90		$	1.76
Diluted		0.68			0.52			1.85			1.72
Weighted Average Shares Used to
Calculate Earnings Per Share:
Basic		57,447			56,274			57,038			56,037
Diluted		58,882			57,555			58,427			57,414

Jacobs Engineering Group Inc.

Page 7

Other Operational Information (in thousands)

	Three Months Ended June 30				Nine Months Ended June 30
	2005		2004		2005		2004
Revenues by Major Component:
Technical professional services	$	741,716	$	549,283	$	2,114,723	$	1,688,796
Field services		707,331		570,253		2,000,818		1,689,753
Total	$	1,449,047	$	1,119,536	$	4,115,541	$	3,378,549
Depreciation Before Taxes	$	9,447	$	8,217	$	28,512	$	25,442
Capital Expenditures	$	10,607	$	8,975	$	33,490	$	24,596

Selected Balance Sheet and Backlog Information (in thousands):

	At June 30,
	2005		2004
Balance Sheet Information:
Cash and cash equivalents	$	201,740	$	173,302
Working capital		542,780		473,659
Total debt		114,573		26,903
Stockholders’ equity		1,140,112		957,035
Backlog Information (1):
Technical professional services	$	4,198,800	$	3,648,100
Field services		4,204,500		3,374,500
Total	$	8,403,300	$	7,022,600

⁽¹⁾ During the quarter ended June 30, 2005, in connection with our periodic review of the realization of capacity within our public sector task order type projects, we removed approximately $150 million of technical professional services from previously reported backlog. Additionally, we have reclassified approximately $250 million of previously reported backlog from technical professional services to field services.

Jacobs Engineering Group Inc.

Page 8