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 24, 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 July 24, 2006, the Registrant issued a press release announcing its financial results for the quarter and nine months ended June 30, 2006, 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 24, 2006 announcing the Company’s financial results for the quarter and nine months ended June 30, 2006 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:	John W. Prosser, Jr.
Title:	Executive Vice President Finance and Administration

Date: July 26, 2006

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Exhibit Index

99.1 Press Release dated July 24, 2006

Page 4

EX-99.1

Exhibit 99.1

1111 South Arroyo Parkway 7084 P.O. Box 7084 Pasadena, California 91105-7084 U.S.A. 1.626.578.3500      Fax 1.626.578.6916	Press Release
FOR IMMEDIATE RELEASE	July 24, 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 Third Quarter of Fiscal 2006

PASADENA, CALIF.—Jacobs Engineering Group Inc. (NYSE:JEC) announced today its financial results for the third quarter of fiscal 2006 ended June 30, 2006. These results and a comparison to the corresponding periods last year follow (in thousands, except per-share data):

	Three Months Ended June 30				Nine Months Ended June 30
	2006		2005		2006		2005
Net earnings	$	50,632	$	36,605	$	138,157	$	93,301
Net earnings before the effects of SFAS 123R (1)	$	53,167	$	40,050	$	145,218	$	108,240
Diluted earnings per share (“EPS”)	$	0.84	$	0.62	$	2.30	$	1.60
Diluted EPS before the effects of SFAS 123R (1)	$	0.88	$	0.68	$	2.42	$	1.85
Stock option expense included in pre-tax earnings	$	3,979	$	5,091	$	11,032	$	20,823

(1) A non-GAAP financial measure – see below

Jacobs also announced revenues of $1.9 billion for the third quarter of fiscal 2006 ended June 30, 2006. This compares to revenues of $1.4 billion for the third quarter of fiscal 2005. For the nine months ended June 30, 2006, Jacobs reported revenues of $5.4 billion. This compares to revenues of $4.1 billion for the same period last year. Jacobs also announced backlog totaling $9.4 billion at June 30, 2006, including a technical professional services component of $4.8 billion. This compares to total backlog and technical professional services backlog of $8.4 billion and $4.2 billion, respectively, at June 30, 2005.

Commenting on the results for the third quarter of fiscal 2006, Jacobs President and CEO Craig L. Martin stated, “Our third quarter was an excellent one. Strong growth, coupled with better cost control produced our best quarter yet. In addition, we had a strong sales quarter and have good prospects going forward.”

Also commenting on the results for the third 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, “When compared to 2005, we expect 2006 EPS growth to be between 27 and 30% before the effects of SFAS 123R.”

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 is hosting a conference call at 11:00 a.m. Eastern time on Tuesday, July 25, 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 August 02, 2006. The dial-in number for the audio replay is 706.645.9291 (confirmation code 2728028).

Jacobs, with over 40,000 employees and revenues approaching $7.0 billion, provides scientific, 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 Item 1 – Business; Item 3 – Legal Proceedings; and Item 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 Highlights:

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

	Three Months Ended June 30						Nine Months Ended June 30
	2006			2005 (a)			2006			2005 (a)
Revenues	$	1,926,071		$	1,449,047		$	5,441,979		$	4,115,542
Costs and Expenses:
Direct costs of contracts		(1,682,806	)		(1,240,170	)		(4,760,440	)		(3,516,451	)
Selling, general and administrative expenses		(163,694	)		(150,195	)		(465,115	)		(445,783	)
Operating Profit		79,571			58,682			216,424			153,308
Other Income (Expense):
Interest income		3,012			1,114			8,126			2,901
Interest expense		(1,951	)		(1,486	)		(5,338	)		(5,028	)
Miscellaneous expense, net		(1,538	)		(825	)		(3,341	)		(2,878	)
Total other income (expense), net		(477	)		(1,197	)		(553	)		(5,005	)
Earnings Before Taxes		79,094			57,485			215,871			148,303
Income Tax Expense		(28,462	)		(20,880	)		(77,714	)		(55,002	)
Net Earnings	$	50,632		$	36,605		$	138,157		$	93,301
Earnings Per Share:
Basic	$	0.87		$	0.64		$	2.37		$	1.64
Diluted		0.84			0.62			2.30			1.60
Weighted Average Shares Used to
Calculate Earnings Per Share:
Basic		58,482			57,447			58,217			57,038
Diluted		60,269			58,882			60,019			58,427

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

Other Operational Information (in thousands)

	Three Months Ended June 30				Nine Months Ended June 30
	2006		2005		2006		2005
Revenues by Major Component:
Technical professional services	$	871,997	$	741,716	$	2,453,384	$	2,114,724
Field services		1,054,074		707,331		2,988,595		2,000,818
Total	$	1,926,071	$	1,449,047	$	5,441,979	$	4,115,542
Depreciation (pre tax)	$	10,152	$	9,447	$	29,966	$	28,512
Capital Expenditures	$	15,278	$	10,607	$	39,716	$	33,490

Selected Balance Sheet and Backlog Information (in thousands):

	At June 30,
	2006		2005
Balance Sheet Information:
Cash and cash equivalents	$	339,551	$	201,740
Working capital		735,301		542,780
Total debt		108,513		114,573
Stockholders’ equity		1,330,837		1,166,115	(a)
Backlog Information:
Technical professional services	$	4,820,400	$	4,198,800
Field services		4,601,100		4,204,500
Total	$	9,421,500	$	8,403,300

^(a) 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, particularly during this first year of adoption, 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 June 30				Nine Months Ended June 30
	2006		2005		2006		2005
Net earnings:
As reported	$	50,632	$	36,605	$	138,157	$	93,301
Effect of SFAS 123R		2,535		3,445		7,061		14,939
Net earnings before the effects of SFAS 123R	$	53,167	$	40,050	$	145,218	$	108,240
Diluted earnings per share (“EPS”):
As reported	$	0.84	$	0.62	$	2.30	$	1.60
Effect of SFAS 123R		0.04		0.06		0.12		0.25
EPS before the effects of SFAS 123R	$	0.88	$	0.68	$	2.42	$	1.85