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 15, 2010

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 November 15, 2010, Jacobs Engineering Group Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year and quarter ended October 1, 2010, 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.

(d) Exhibits:

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

99.1 Press Release dated November 15, 2010 announcing the Company’s financial results for the fiscal year and quarter ended October 1, 2010 and the Company’s earnings guidance for fiscal year 2011.

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 the 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: November 16, 2010

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Exhibit Index

99.1 Press Release dated November 15, 2010

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EX-99.1

Exhibit 99.1

1111 South Arroyo Parkway 91105 PO Box 7084 Pasadena, California 91109-7084 1.626.578.3500    Fax 1.626.568.7144

Press Release

FOR IMMEDIATE RELEASE November 15, 2010

For additional information contact:

John W. Prosser, Jr.

Executive Vice President, Finance and Administration

626.578.6803

Jacobs Engineering Group Inc. Reports Earnings

for Fiscal 2010

PASADENA, CALIF — Jacobs Engineering Group Inc. (NYSE:JEC) announced today its financial results for the fiscal year and fourth quarter ended October 1, 2010.

Fiscal 2010 and Fourth Quarter Fiscal 2010 Highlights:

• Net earnings for fiscal 2010 of $246.0 million;

• Diluted EPS for fiscal 2010 of $1.96;

• Annual results include an after-tax litigation charge of $60.3 million, or $0.48 per diluted share, and an after-tax restructuring charge of $5.8 million, or $0.04 per diluted share;

• Net earnings for the fourth quarter of fiscal 2010 of $77.0 million;

• Diluted EPS for the fourth quarter of fiscal 2010 of $0.61; and,

• Backlog of $13.2 billion.

Jacobs reported today net earnings of $246.0 million, or $1.96 per diluted share, on revenues of $9.9 billion for its fiscal year ended October 1, 2010. Excluding the effects of the litigation and restructuring charge discussed below, net earnings and earnings per diluted share were $312.1 million and $2.48, respectively. These results compare to net earnings of $399.9 million, or $3.21 per diluted share, on revenues of $11.5 billion for fiscal 2009.

For the fourth quarter of fiscal 2010, Jacobs reported net earnings of $77.0 million, or $0.61 per diluted share, on revenues of $2.3 billion. This compares to net earnings of $79.3 million, or $0.63 per diluted share, on revenues of $2.6 billion for the fourth quarter of fiscal 2009.

During the first quarter of fiscal 2010, the Company recorded an $11.4 million pre-tax charge relating to the Company ceasing use of one of its offices located in Houston, Texas, and entering into a sublease for the entire property. Net of the effects on the Company’s incentive bonus plan and income taxes, the restructured lease resulted in a net, after-tax charge to earnings of $5.8 million, or $0.04 per diluted share.

During the third quarter of fiscal 2010, the Company recorded a $93.3 million pre-tax charge because of an unfavorable court judgment it received relating to a waste incineration project in France for the SIVOM de Mulhousienne (“SIVOM”). The SIVOM project was performed by a

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consortium of contractors that was led by one of Jacobs’ subsidiaries under a contract that was entered into in 1996, prior to the acquisition of that subsidiary by Jacobs. Net of the effects on the Company’s incentive bonus plan and income taxes, the judgment resulted in a net, after-tax charge to earnings in fiscal 2010 of $60.3 million, or $0.48 per diluted share. The Company has filed an appeal of the judgment against it.

Jacobs also announced backlog totaling $13.2 billion at October 1, 2010, including a technical professional services component of $7.6 billion. This compares to total backlog and technical professional services backlog of $15.2 billion and $8.2 billion, respectively, at October 2, 2009. During the fourth quarter, adjustments were made to a variety of extended term, task order, indefinite quantity, and other contracts where it became apparent that the full capacity of previously recorded backlog would not be realized. These adjustments totaled approximately $390 million, all of which related to technical professional services.

Commenting on the results for the year, Jacobs President and CEO Craig L. Martin stated, “This quarter was a decent finish to a difficult year. Our team did a good job of controlling costs and executing projects well. In addition, our client survey scores are at record levels. When you set aside our backlog adjustments, we are beginning to see some growth in backlog, particularly in technical professional services. We are looking forward to FY11 with some optimism.”

Commenting on the Company’s earnings outlook for fiscal 2011, Jacobs Chief Financial Officer John W. Prosser, Jr. stated, “Based on our current view of our markets, we are initiating guidance for fiscal 2011 earnings per share within a range of $2.30 to $2.80.”

Jacobs is hosting a conference call at 11:00 a.m. Eastern Time on Tuesday, November 16, 2010, which they are webcasting live on the Internet at www.jacobs.com.

Jacobs is one of the world’s largest and most diverse providers of technical, professional, and construction services.

Statements made in this press 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, and you should not place undue reliance on such statements. We 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 2009 Form 10-K, and in particular the discussions contained under Item 1 –Business; Item 1A – Risk Factors; 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						Year Ended
	October 1, 2010			October 2, 2009			October 1, 2010			October 2, 2009
Revenues	$	2,343,033		$	2,552,547		$	9,915,517		$	11,467,376
Costs and Expenses:
Direct costs of contracts		(1,995,006	)		(2,204,570	)		(8,582,912	)		(9,906,493	)
Selling, general, and administrative expenses		(228,512	)		(225,834	)		(932,522	)		(940,310	)
Operating Profit		119,515			122,143			400,083			620,573
Other Income (Expense):
Interest income		1,183			3,489			4,791			13,145
Interest expense		(383	)		(488	)		(9,874	)		(2,916	)
Miscellaneous, net		72			(1,288	)		(3,066	)		(6,670	)
Total other income (expense), net		872			1,713			(8,149	)		3,559
Earnings Before Taxes		120,387			123,856			391,934			624,132
Income Tax Expense		(43,308	)		(44,616	)		(145,647	)		(224,919	)
Net Earnings of the Group		77,079			79,240			246,287			399,213
Net (Income) Loss Attributable to Noncontrolling Interests		(85	)		77			(313	)		641
Net Earnings Attributable to Jacobs	$	76,994		$	79,317		$	245,974		$	399,854
Earnings Per Share (“EPS”):
Basic	$	0.62		$	0.64		$	1.98		$	3.26
Diluted	$	0.61		$	0.63		$	1.96		$	3.21
Weighted Average Shares Used to Calculate EPS:
Basic		124,669			123,309			124,134			122,772
Diluted		126,067			125,116			125,790			124,534

The financial statement presentation above for fiscal 2009 has been modified to reflect net earnings (loss) attributable to the Company and the noncontrolling interests in its consolidated subsidiaries as required by FASB Accounting Standards Codification 810-10-45-19 through 20 which became effective for the Company October 3, 2009.

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Other Operational Information (in thousands):

	Three Months Ended				Year Ended
	October 1, 2010		October 2, 2009		October 1, 2010		October 2, 2009
Revenues by Major Component:
Technical professional services	$	1,268,403	$	1,272,052	$	5,113,303	$	5,538,489
Field services		1,074,630		1,280,495		4,802,214		5,928,887
Total	$	2,343,033	$	2,552,547	$	9,915,517	$	11,467,376
Depreciation (pre-tax)	$	16,245	$	18,589	$	64,447	$	68,670
Amortization of Intangibles (pre-tax)		6,536		11,110		24,048		17,672
Pass-Through Costs included in Revenues		568,748		774,004		2,723,295		4,016,999
Capital Expenditures	$	7,846	$	8,750	$	49,075	$	55,528

Selected Balance Sheet and Backlog Information (in thousands):

	October 1, 2010		October 2, 2009
Balance Sheet Information:
Cash and cash equivalents	$	938,842	$	1,033,619
Working capital		1,527,589		1,522,548
Total debt		79,908		18,232
Stockholders’ equity		2,864,928		2,631,475
Backlog Information:
Technical professional services	$	7,588,900	$	8,209,300
Field services		5,613,100		7,010,100
Total	$	13,202,000	$	15,219,400

Stockholders’ equity at October 2, 2009 has been adjusted to reflect the inclusion of noncontrolling interests in equity as required by FASB Accounting Standards Codification 810-10-45-16 which became effective for the Company October 3, 2009.

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We discuss and analyze the Company’s results of operations for fiscal 2010 before the effects of the Houston Sublease and the SIVOM Judgment. Although such information is non-U.S. GAAP in nature, it is presented because Management believes it provides a better view of the Company’s operating results.

The following table presents (i) the Company’s consolidated results of operations for fiscal 2010 before the effects of the Houston Sublease and the SIVOM Judgment (which is non-U.S. GAAP); (ii) the effects of the Houston Sublease and the SIVOM Litigation; and (iii) the Company’s consolidated results of operations for fiscal 2010 in accordance with U.S. GAAP (in thousands, except earnings per share):

	Fiscal 2010 Consolidated Results of Operations Before the Effects of the Houston Sublease and the SIVOM Judgment			Effects of the Houston Sublease and the SIVOM Judgment			Fiscal 2010 Consolidated Results of Operations (U.S. GAAP)
Revenues	$	9,941,411		$	(25,894	)	$	9,915,517
Costs and Expenses:
Direct costs of contracts		(8,524,271	)		(58,641	)		(8,582,912	)
Selling, general and administrative expenses		(929,785	)		(2,737	)		(932,522	)
Operating Profit		487,355			(87,272	)		400,083
Other Income (Expense):
Interest income		3,647			1,144			4,791
Interest expense		(5	)		(9,869	)		(9,874	)
Miscellaneous expense, net		(3,066	)		—			(3,066	)
Total other income (expense), net		576			(8,725	)		(8,149	)
Earnings (Loss) Before Taxes		487,931			(95,997	)		391,934
Income Tax (Expense) Benefit		(175,543	)		29,896			(145,647	)
Net Earnings (Loss) of the Group		312,388			(66,101	)		246,287
Net (Income) Attributable to Noncontrolling Interests		(313	)		—			(313	)
Net Earnings (Loss) Attributable to Jacobs	$	312,075		$	(66,101	)	$	245,974
Net Earnings (Loss) per Share — Diluted	$	2.48		$	(0.52	)	$	1.96

The $25.9 million adjustment to revenues was reflected as a reduction in Field Services revenues. “GAAP” means those accounting principles generally accepted in the United States.

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