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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Quarterly Report on

FORM 10-Q

(Mark one)

For the quarterly period ended December 31, 2004

For the transition period from              to             

Commission File Number 1-7463

JACOBS ENGINEERING GROUP INC.

(Exact name of Registrant as specified in its charter)

(626) 578 – 3500

(Registrant’s telephone number, including area code)

Indicate by check-mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    x  Yes -    ¨  No

Indicate by check-mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act of 1934).    x  Yes -    ¨  No

Number of shares of common stock outstanding at February 8, 2005: 56,867,002

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JACOBS ENGINEERING GROUP INC.

INDEX TO FORM 10-Q

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share information)

See the accompanying Notes to Consolidated Financial Statements.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share information)

(Unaudited)

See the accompanying Notes to Consolidated Financial Statements.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

See the accompanying Notes to Consolidated Financial Statements.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended December 31, 2004 and 2003

(In thousands)

(Unaudited)

See the accompanying Notes to Consolidated Financial Statements.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

DECEMBER 31, 2004

Basis of Presentation

Unless the context otherwise requires, references herein to “Jacobs” are to Jacobs Engineering Group Inc. and its predecessors, and references herein to the “Company,” “we,” “us” or “our” are to both Jacobs Engineering Group Inc. and its consolidated subsidiaries.

The accompanying consolidated financial statements and financial information included herein have been prepared pursuant to the interim period reporting requirements of Form 10-Q. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. Readers of this report should refer to our consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2004.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of our consolidated financial position at December 31, 2004 and September 30, 2004; our consolidated results of operations for the three months ended December 31, 2004 and 2003; our consolidated comprehensive income for the three months ended December 31, 2004 and 2003; and our consolidated cash flows for the three months ended December 31, 2004 and 2003.

Our interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year.

Readers of these consolidated financial statements should also read our fiscal 2004 audited consolidated financial statements and notes thereto included in our 2004 Form 10-K as well as Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations also included in our 2004 Form 10-K.

Stock-Based Compensation

We account for stock-based employee compensation plans using the intrinsic value method, in accordance with Accounting Principles Board Opinion No. 25—Accounting for Stock Issued to Employees (“APB 25”).

In accordance with Statement of Financial Accounting Standards No. 123—Accounting for Stock-Based Compensation (“SFAS 123”) and Statement of Financial Accounting Standards No. 148—Accounting for Stock-Based Compensation – Transition and Disclosure (“SFAS 148”), we compute a pro forma option expense amount using the Black-Scholes option pricing model.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

DECEMBER 31, 2004

(continued)

In accordance with SFAS 148, we present the following table to illustrate the effects on net earnings and earnings per share if we had applied the fair value recognition provisions of SFAS 123, as amended (in thousands, except per share data):

In December 2004, the Financial Accounting Standards Board issued SFAS 123(R)—Share-Based Payment (“SFAS 123(R)”). SFAS 123(R) requires that we measure the value of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. The computed value will be recognized as a non-cash cost over the period the employee is required to provide services. SFAS 123(R) is effective in the first interim or annual period beginning after June 15, 2005, and provides for two methods of transition: the modified retrospective method (whereby a company may restate compensation cost previously reported), and the modified prospective method (whereby there is no restatement of compensation cost reported on a pro forma basis in prior fiscal years, although a company may restate prior interim periods of the fiscal year in which SFAS 123(R) is adopted). The Company is evaluating the potential impact of SFAS 123(R) and the transition method that it chooses to apply.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

DECEMBER 31, 2004

(continued)

Receivables

Included in “Receivables” in the accompanying consolidated balance sheets at December 31, 2004 and September 30, 2004 were $465.0 million and $450.8 million, respectively, of unbilled receivables, which represent amounts earned and reimbursable under contracts in progress at the respective balance sheet dates. These amounts become billable according to the contract terms, which usually consider the passage of time, achievement of certain milestones or completion of the project. Included in these unbilled receivables at December 31, 2004 and September 30, 2004 were contract retentions totaling $38.2 million and $44.9 million, respectively. In accordance with industry practice, we include in receivables claims representing the recovery of costs incurred on contracts to the extent it is probable that such claims will result in additional contract revenue and the amount of such additional revenues can be reliably estimated. Such amounts totaled $41.1 million and $38.7 million at December 31, 2004 and September 30, 2004, respectively, of which approximately $35.5 million and $32.5 million, respectively, pertain to one claim on a waste incineration project performed in Europe. We have initiated litigation against the client and are seeking damages in excess of €43.4 million (approximately $59.0 million at December 31, 2004). Other than costs relating to this claim, we anticipate that a substantial portion of our unbilled receivables will be billed and collected over the next twelve months.

Amounts due from the United States federal government totaled $161.7 million and $154.5 million at December 31, 2004 and September 30, 2004, respectively.

Property, Equipment and Improvements, Net

Property, equipment and improvements, net in the accompanying consolidated balance sheets consisted of the following (in thousands):

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

DECEMBER 31, 2004

(continued)

Revenue Accounting for Contracts / Accounting for Joint Ventures

In general, we recognize revenues at the time services are performed. On cost-reimbursable contracts, revenue is recognized as costs are incurred, and includes applicable fees earned through the date services are provided. On fixed-price contracts, revenues are recorded using the percentage-of-completion method of accounting by relating contract costs incurred to date to total estimated contract costs at completion. This method of revenue recognition requires us to prepare estimates of costs to complete contracts in progress. In making such estimates, judgments are required to evaluate contingencies such as potential variances in schedule, the cost of materials and labor, and productivity; and the impact of change orders, liability claims, contract disputes, and achievement of contractual performance standards. Many of our engineering and construction contracts provide for reimbursement of costs plus a fixed or percentage fee. In some of the markets we serve it is not uncommon for cost-reimbursable contracts to include incentive-fee arrangements. In certain instances, we base our incentive fees on achievement of target completion dates, target costs, and/or other performance criteria. Failure to meet these targets or increases in contract costs can result in unrealized incentive fees or non-recoverable costs, which could exceed revenues recognized from the project. We provide for contract losses in their entirety in the period they become known, without regard to the percentage-of-completion. We recognize as revenues costs associated with claims and unapproved change orders to the extent it is probable that such claims and change orders will result in additional contract revenue, and the amount of such additional revenue can be reliably estimated.

Some of our contracts with government customers as well as certain contracts with commercial clients provide that contract costs (including indirect costs) are subject to audit and adjustment. For all such contracts, revenues have been recorded at the time services were performed based upon those amounts expected to be realized upon completion of the contracts.

As is common to the industry, we execute certain contracts jointly with third parties through various forms of joint ventures. In general, such contracts fall within the scope of AICPA Statement of Position 81-1—Accounting for Performance of Construction Type and Certain Production Type Contracts (“SOP 81-1”). We therefore account for these investments in accordance with SOP 81-1 and Emerging Issues Task Force Issue 00-01—Investor Balance Sheet and Income Statement Display under the Equity Method for Investments in Certain Partnerships and Other Ventures. Accordingly, for certain of these joint ventures (i.e., where we have an undivided interest in the assets and liabilities of the joint venture), we recognize our proportionate share of joint venture revenues, costs and operating profit in our Consolidated Statements of Earnings. For other investments in engineering and construction joint ventures, we use the equity method of accounting.

Very few of our joint ventures have employees. Although the joint ventures own and hold the contracts with the clients, the services required by the contracts are typically performed by us and our partners, or by other subcontractors under subcontracting agreements with the joint ventures. The assets of our joint ventures, therefore, consist almost entirely of cash and receivables (representing amounts due from the clients); and the liabilities of our joint ventures consist almost entirely of amounts due to the joint venture partners (for services provided by the partners to the joint ventures) and other subcontractors. In general, at any given time, the equity of our joint ventures represents the undistributed profits earned under the contracts with clients. None of our joint ventures have third-party debt or credit facilities. Our joint ventures, therefore, are simply mechanisms used to deliver engineering and construction services to clients. They do not, in and of themselves, present any risk of loss to us or to our partners.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

DECEMBER 31, 2004

(continued)

Under accounting principles generally accepted in the United States, our share of losses associated with the contracts held by the joint ventures, if and when they occur, has always been reflected in our consolidated financial statements.

In accordance with the provisions of FASB Interpretation No. 46R—Consolidation of Variable Interest Entities (“FIN 46”), we have analyzed our joint ventures and have classified them into two groups: the first group consists of those variable interest entities (“VIEs”) of which we are the primary beneficiary; the second group consists of those VIEs of which we are not the primary beneficiary. In accordance with FIN 46, we apply the consolidation method of accounting for our investment in material VIEs of which we are the primary beneficiary.

At December 31, 2004, the total assets and liabilities of those VIEs for which we are the primary beneficiary were $73.8 million and $62.2 million, respectively. At December 31, 2004, the total assets and liabilities of those VIEs for which we are not the primary beneficiary were $23.1 million and $26.5 million, respectively.

When we are directly responsible for subcontractor labor, or third-party materials and equipment, we reflect the costs of such items in both revenues and costs. On other projects, where the client elects to pay for such items directly and we have no associated responsibility for such items, these amounts are not reflected in either revenues or costs. The amount of such “pass-through” costs included in revenues during the first quarter of fiscal 2005 and 2004 totaled $334.6 million and $282.3 million, respectively.

Disclosures About Pension Benefit Obligations

The components of net periodic benefit costs relating to our defined benefit pension plans are as follows (in thousands):

Most of the increase in net periodic pension cost for the three months ended December 31, 2004 as compared to the corresponding period last year relates to Babtie Group Limited (now, “Jacobs-Babtie”), a business we acquired during the fourth quarter of fiscal 2004. During the three months ended December 31, 2004, we made cash contributions of approximately $7.5 million to our plans, and we expect to make cash contributions of an additional $24.4 million over the remaining three quarters of fiscal 2005.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

DECEMBER 31, 2004

(continued)

Earnings Per Share

The following table reconciles the denominator used to compute basic earnings per share to the denominator used to compute diluted earnings per share (“EPS”) (in thousands):

Accounting for and Disclosure of Guarantees

At December 31, 2004, we had guaranteed the repayment of certain bank debt of an unconsolidated affiliate. The term of the guarantee is equal to the remaining term of the underlying debt, which is scheduled to terminate on July 31, 2005. We would be required to perform on the guarantee in the event of default by the primary obligor. The maximum potential amount of future payments we could be required to make under this guarantee at December 31, 2004 is $4.0 million.

Prior to fiscal 2004, we leased certain real property located in Houston, Texas (property consisting of office space which we use in our operations) from a VIE. During the fourth quarter of fiscal 2003, the VIE sold the property to an unrelated third party that is not a VIE. Our lease agreement with the new owner of the property gives us the option to purchase the real property at the end of the lease term in 2011 for $49.0 million. We also have the right to request an extension of the lease, or we may assist the owner in selling the property at the end of the lease term. The proceeds from any such sale would be used to reduce our end-of-term return payment obligation of $35.3 million.

We have determined that the aggregate fair value of the aforementioned financial guarantees was not significant at December 31, 2004.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

The purpose of this Management’s Discussion and Analysis (“MD&A”) is to provide a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition since the most recent fiscal year-end, and (ii) results of operations during the current fiscal period(s) as compared to the corresponding period(s) of the preceding fiscal year. In order to better understand such changes, a reader of this MD&A should also read

In this MD&A, we may make statements that are not based on historical fact. All such statements are “forward-looking statements” within the meaning of the “safe harbor” provisions of Private Securities Litigation Reform Act of 1995. 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 we caution the reader of this MD&A that a variety of factors could cause business conditions and results to differ materially from what is contained in our forward-looking statements. A list of some of the factors most likely to occur that could cause actual results to differ from our forward-looking statements is presented on pages 31 through 32 of our 2004 Form 10-K, and is incorporated herein by reference. That list is not all-inclusive, and we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

We recorded net earnings of $32.5 million, or $0.56 per diluted share for the three months ended December 31, 2004, compared to net earnings of $33.8 million, or $0.59 per diluted share, for the corresponding period last year. Our results of operations for the three months ended December 31, 2004 include the results of operations of Babtie Group Limited (now, “Jacobs-Babtie”), a business we acquired during the fourth quarter of fiscal 2004.

Jacobs-Babtie contributed approximately $78.9 million of revenues and approximately $22.3 million of selling, general and administrative (“SG&A”) expenses during the three months ended December 31, 2004. Included in Jacobs-Babtie’s SG&A expenses is approximately $1.8 million of amortization expense relating to intangible assets we acquired at the time of acquisition, and recorded in accordance with Statement of Financial Accounting Standards Nos. 141—Business Combinations. Excluding the effects of Jacobs-Babtie, revenues for the three months ended December 31, 2004 increased by $69.3 million, or 6.1%, as compared to the corresponding period last year; and SG&A expenses increased by $3.9 million, or 3.5%.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

In general, and excluding the overall positive effects of Jacobs-Babtie, our consolidated results of operations for the three months ended December 31, 2004 as compared to the corresponding period last year continued to be affected by the project delays and suspensions we experienced in the third quarter of fiscal 2004. However, we believe that our results of operations for the three months ended December 31, 2004 reflect a general improvement in operations as compared to the fourth quarter of fiscal 2004.

Our income tax expense for the three months ended December 31, 2004 reflects a consolidated effective tax rate of 36%; one percent higher than the rate for all of fiscal 2004. The higher tax rate takes into account the non-deductibility of the amortization of certain intangible assets we acquired with Jacobs-Babtie as well as a shift in earnings among our overseas operations.

Because certain contracts that we are awarded (for example, large engineering, procurement and construction projects as well as federal programs) can cause large increases to backlog in the particular quarter we recognized the award, and because many of our contracts require us to provide services that span over a number of fiscal quarters (and sometimes over fiscal years), we evaluate our backlog on a year-over-year basis, rather than on a sequential, quarter-over-quarter basis. Our backlog increased $846.5 million, or 11.8%, to $8.0 billion from $7.1 billion at December 31, 2003. Included in backlog at December 31, 2004 was approximately $350.0 million relating to Jacobs-Babtie. Also contributing to the growth in backlog were important contract awards from clients in the oil and gas, refining, and federal programs markets.

Our net cash (i.e., cash and cash equivalents less bank debt) continued to grow during the quarter, increasing to $55.1 million at December 31, 2004 from $20.1 million at September 30, 2004. We believe our cash balances combined with a borrowing capacity of $290.0 million under our long-term, unsecured revolving credit facility provide sufficient capital resources for us to help fund our on-going operations as well as support our acquisition strategy. Strategic acquisitions have been and will continue to be an important part of maintaining our long-term growth.

The following table sets forth our revenues by type of service for the three months ended December 31, 2004 and 2003 (in thousands):

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The following table sets forth our revenues by the industry groups and markets in which our clients operate for the three months ended December 31, 2004 and 2003 (in thousands):

Results of Operations

We recorded net earnings of $32.5 million, or $0.56 per diluted share for the three months ended December 31, 2004, compared to net earnings of $33.8 million, or $0.59 per diluted share for the corresponding period last year.

Total revenues for the three months ended December 31, 2004 increased by $148.2 million, or 13.1%, to $1.3 billion compared to $1.1 billion for the corresponding period last year. Included in our consolidated results of operations for the three months ended December 31, 2004 are the financial results of Jacobs-Babtie, which we acquired during the fourth quarter of fiscal 2004. Jacobs-Babtie contributed $78.9 million of revenues during the three months ended December 31, 2004. Also contributing to the increase in revenues during the three months ended December 31, 2004 as compared to the corresponding period last year was a $52.3 million increase in pass-through costs. As more fully-explained in our 2004 Form 10-K, the level of pass-through costs included in revenues and costs will vary between reporting periods depending principally on the amount of procurement that clients choose to do themselves as opposed to using our services, as well as on the normal, winding up or down of field services activities on construction and O&M projects.

As a percentage of revenues, direct costs of contracts were 85.3% for the three months ended December 31, 2004 compared to 85.7% for the corresponding period last year. The percentage relationship between direct costs of contracts and revenues fluctuate between reporting periods depending on a variety of factors including the mix of business during the reporting periods being compared as well as the level of margins earned from the various types of services provided.

SG&A expenses for the three months ended December 31, 2004 increased by $26.2 million, or 23.8%, to $136.0 million, compared to $109.8 million for the corresponding period in fiscal 2004. The operations of Jacobs-Babtie contributed approximately $22.3 million of SG&A expenses during the current quarter, or 85.2% of the total increase.

Interest expense increased to $1.9 million for the three months ended December 31, 2004 compared to $0.8 million for the corresponding period last year. This increase is due primarily to the increased level of borrowings associated with the acquisition of Jacobs-Babtie. Amounts outstanding at December 31, 2004 under our $290.0 million long-term, unsecured revolving credit facility totaled $112.1 million bearing interest of 4.3%.

Our income tax expense for the three months ended December 31, 2004 reflects a consolidated effective tax rate of 36%; one percent higher than the rate for all of fiscal 2004. The higher tax rate takes into account the non-deductibility of the amortization of certain intangible assets we acquired with Jacobs-Babtie as well as a shift in earnings among our overseas operations.

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Backlog Information

The following table summarizes our backlog at December 31, 2004 and 2003 (in millions):

Our backlog increased $846.5 million, or 11.8%, to $8.0 billion from $7.1 billion at December 31, 2003. Included in backlog at December 31, 2004 was approximately $350.0 million relating to Jacobs-Babtie. Also contributing to the growth in backlog were important wins from clients in the oil and gas, refining, and federal programs markets.

Liquidity and Capital Resources

We finance our operations primarily through cash provided by operations. At December 31, 2004, our principal source of liquidity consisted of $168.7 million of cash and cash equivalents, and $177.9 million of available capacity under our $290.0 million long-term, unsecured revolving credit facility.

During the three months ended December 31, 2004, our cash and cash equivalents increased by $68.7 million, to $168.7 million. This compares to a net increase of $34.4 million, to $160.6 million during the corresponding period last year. During the three months ended December 31, 2004, we experienced net cash inflows from operating activities and financing activities of $62.0 million and $19.8 million, respectively. These inflows were offset in part by net cash outflows from investing activities and the effect of exchange rate changes of $8.3 million and $4.9 million, respectively.

Our operations provided net cash of $62.0 million during the three months ended December 31, 2004 compared to $39.0 million during the corresponding period last year. In comparing the three months ended December 31, 2004 to the corresponding period last year, the timing of cash receipts and payments within our working capital accounts accounted for a $23.5 million improvement in cash flows from operations. Also contributing to the improvement in cash flows from operations was $2.0 million of amortization expense recorded during the three months ended December 31, 2004 relating to intangible assets, most of which relate to the acquisition of Jacobs-Babtie. These improvements in cash flows were off-set in part by a $2.1 million change in deferred tax assets and a slight decrease in net earnings.

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We used $8.3 million of cash for investing activities during the three months ended December 31, 2004. This compares to net cash outflows of $8.8 million during the corresponding period last year.

Our financing activities provided net cash inflows of $19.8 million during the three months ended December 31, 2004. This compares to net cash outflows of $2.1 million during the corresponding period last year. The $21.9 million net increase in cash provided by financing activities during the current fiscal period as compared to last year was due primarily to our borrowing activities.

We believe we have adequate liquidity and capital resources to fund our operations, support our acquisition strategy, and service our debt for the foreseeable future. We had $168.7 million in cash and cash equivalents at December 31, 2004, compared to $100.1 million at September 30, 2004, and $160.6 million a year ago. Our consolidated working capital position at December 31, 2004 was $457.6 million, compared to $397.6 million at September 30, 2004, and $407.3 million a year ago. We have a long-term, unsecured revolving credit facility providing up to $290.0 million of debt capacity, under which $112.1 million was utilized at December 31, 2004 in the form of direct borrowings. We believe that the capacity, terms and conditions of our credit facility are adequate for our working capital and general business requirements. We also have $46.1 million available through committed short-term credit facilities, under which $1.5 million was outstanding at December 31, 2004 in the form of direct borrowings.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not enter into derivative financial instruments for trading, speculation or other purposes that would expose us to market risk. In the normal course of business, our results of operations are exposed to risks associated with fluctuations in interest rates and currency exchange rates.

Interest Rate Risk

Our only source for long-term credit is a $290.0 million unsecured revolving credit facility. The total amount outstanding under this facility at December 31, 2004 was $112.1 million. This agreement expires in January 2010, and provides for both fixed-rate and variable-rate borrowings. Our objectives in managing our interest rate risk are to limit the impact of interest rate changes on earnings and cash flows, and to lower our overall borrowing costs.

Foreign Currency Risk

In general, our exposure to fluctuating exchange rates relates to the effects of translating the financial statements of our subsidiaries operating outside the United States, which are denominated in currencies other than the U.S. dollar, into the U.S. dollar. We follow the provisions of Statement of Financial Accounting Standards No. 52—Foreign Currency Translation in preparing our consolidated financial statements.

We believe our exposure to the effects that fluctuating foreign currencies may have on our consolidated results of operations is somewhat limited because, in general, our various operations invoice customers and satisfy their financial obligations in their respective local currencies. In situations where our operations incur contract costs in currencies other than their own functional currencies, we strive to have a portion of the related contract revenues denominated in the same currencies as the costs.

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Item 4. Controls and Procedures.

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report. As required by Rule 13a-15(d), the Company also carried out an evaluation, under the supervision and with the participation of the Company’s management including the Company’s Chief Executive Officer and Chief Financial Officer, of the Company’s system of internal controls over financial reporting to determine whether any changes occurred during the quarter that have materially affected, or are reasonably likely to materially affect, the Company’s system of internal controls over financial reporting. Based on that evaluation, there has been no such change during the period covered by this report.

It should be noted that any system of internal controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any system of internal controls is based in part upon management’s judgment as well as certain assumptions about the likelihood of future events.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Please refer to Item 3 of Part I of the Company’s 2004 Annual Report on Form 10-K, which is incorporated herein by reference.

Item 6. Exhibits and Reports on Form 8-K.

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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 thereunto duly authorized.

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