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): January 23, 2006

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:

¨ 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 January 23, 2006, the Registrant issued a press release announcing its financial results for the quarter ended December 31, 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 January 23, 2006 announcing the Company’s financial results for the quarter ended December 31, 2005 and the Company’s earnings guidance for the remainder of the fiscal year ending September 30, 2006

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: Title:	John W. Prosser, Jr. Executive Vice President Finance and Administration

Date: January 24, 2006

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Exhibit Index

99.1 Press Release dated January 23, 2006

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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	January 23, 2006
For additional information contact:
John W. Prosser, Jr.
Executive Vice President, Finance and Administration
626.578.6803

Jacobs Engineering Group Inc. Reports Record Earnings

and Backlog for the First Quarter of Fiscal 2006

PASADENA, CALIF. - Jacobs Engineering Group Inc. (NYSE: JEC) today announced its financial results for the first quarter of fiscal 2006. These results and a comparison to the first quarter of last fiscal year follow (in thousands, except per-share data):

	Three Months Ended December 31
	2005		2004
Net earnings	$	43,025	$	28,864
Net earnings before the effects of SFAS 123R (a)	$	45,311	$	32,530
Diluted Earnings Per Share (“EPS”)	$	0.72	$	0.50
Diluted EPS before the effects of SFAS 123R (a)	$	0.76	$	0.56
Stock Option Expense Included in Earnings (pre-tax)	$	3,572	$	5,486

^(a) A non-GAAP financial measure, see below.

Effective as of the beginning of the current fiscal year, the Company adopted FASB Statement 123R–Share-Based Payment using the modified retrospective application method. Accordingly, its results of operations for prior fiscal periods have been adjusted to include compensation cost relating to stock options.

Jacobs also announced revenues of $1.7 billion for the first quarter of fiscal 2006 ended December 31, 2005. This compares to revenues of $1.3 billion for the first quarter of fiscal 2005. Jacobs also announced backlog totaling $9.0 billion at December 31, 2005, including a technical professional services component of $4.5 billion. This compares to total backlog and technical professional services backlog of $8.0 billion and $4.5 billion, respectively, at December 31, 2004.

Commenting on the results for the first quarter of fiscal 2006, Jacobs Chairman and CEO Noel G. Watson stated, “Fiscal 2006 is off to a good start. Our backlog continues to grow steadily. We were awarded several important contracts during the quarter, and our prospect list remains strong.”

Commenting on the results for the first quarter of fiscal 2006 and on the Company’s earnings outlook for the remainder of the fiscal year, Jacobs Chief Financial Officer John W. Prosser, Jr. stated, “With the good results of our first quarter, we now expect this year’s growth rate to approach 20 percent before the effects of SFAS 123R.”

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Jacobs is hosting a conference call at 11:00 a.m. Eastern time on Tuesday, January 24, 2006, which they are webcasting live on the Internet at www.jacobs.com. The taped teleconference is accessible from any touch-tone phone and will be available 24 hours a day through January 31, 2006. The dial-in number for the audio replay is 706.645.9291 (confirmation code 4279312).

Jacobs, with over 40,000 employees and revenues exceeding $6.0 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. 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. We therefore, caution the reader that there are a variety of factors that could cause business conditions and results to differ materially from what is contained in our forward-looking statements. For a description of some of the factors which may occur that could cause actual results to differ from our forward-looking statements please refer to our 2005 Form 10-K, and in particular the discussions contained under Items 1 – Business; 3 – Legal Proceedings; and 7 –Management’s Discussion and Analysis of Financial Condition and Results of Operations. We also caution the readers of this release that we do not undertake to update any forward-looking statements made herein.

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Financial Information

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

	Three Months Ended December 31
	2005			2004 (a)
Revenues	$	1,683,458		$	1,283,300
Costs and Expenses:
Direct costs of contracts		(1,471,521	)		(1,094,562	)
Selling, general and administrative expenses		(144,524	)		(141,505	)
Operating Profit		67,413			47,233
Other (Expense) Income:
Interest income		2,460			810
Interest expense		(1,619	)		(1,895	)
Miscellaneous expense, net		(1,027	)		(805	)
Total other expense, net		(186	)		(1,890	)
Earnings Before Taxes		67,227			45,343
Income Tax Expense		(24,202	)		(16,479	)
Net Earnings	$	43,025		$	28,864
Earnings Per Share (“EPS”):
Basic	$	0.74		$	0.51
Diluted	$	0.72		$	0.50
Weighted Average Shares Used to Calculate EPS:
Basic		57,962			56,718
Diluted		59,666			57,950

^(a) Adjusted to include the effects of stock-based compensation in accordance with SFAS 123R.

Other Operational Information (in thousands):

	Three Months Ended December 31
	2005		2004
Revenues by Major Component:
Technical professional services	$	756,940	$	640,841
Field services		926,518		642,459
Total	$	1,683,458	$	1,283,300
Depreciation (pre-tax)	$	9,635	$	9,463
Capital Expenditures	$	10,840	$	7,477

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Selected Balance Sheet and Backlog Information (in thousands):

	At December 31
	2005		2004 (a)
Balance Sheet Information:
Cash and cash equivalents	$	271,162	$	168,731
Working capital		609,038		457,609
Total debt		102,144		113,673
Stockholders’ equity		1,219,682		1,063,541
Backlog Information:
Technical professional services	$	4,524,800	$	4,509,500
Field services		4,474,700		3,481,900
Total	$	8,999,500	$	7,991,400

^(a) Certain information has been adjusted to include the effects of stock-based compensation in accordance with SFAS 123R.

Non-GAAP Financial Measure:

Management of the Company believes that earnings before the effects of SFAS 123R is useful information because it allows investors to assess for themselves the Company’s earnings trend. Such non-GAAP information is also integral to Management’s internal evaluation of the Company’s performance. The following table reconciles the Company’s reported GAAP net earnings and earnings per share to the non-GAAP financial measure (in thousands, except earnings per share):

	Three Months Ended December 31
	2005		2004
Net earnings:
As reported	$	43,025	$	28,864
Effect of SFAS 123R		2,286		3,666
Net earnings before the effects of SFAS 123R	$	45,311	$	32,530
Diluted earnings per share:
As reported	$	0.72	$	0.50
Effect of SFAS 123R		0.04		0.06
Net earnings per share before the effects of SFAS 123R	$	0.76	$	0.56

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