8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 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):  September 24, 2008

URS Corporation

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

1-7567	94-1381538
(Commission File No.)	(IRS Employer Identification No.)

600 Montgomery Street, 26th Floor

San Francisco, California 94111-2728

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:   (415) 774-2700

Not Applicable

(Former name or former address, if changed since last report)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01                      Regulation FD Disclosure.

On September 25 and 26, 2008, representatives of URS Corporation will make several presentations to investors.  Attached hereto as Exhibit 99.1 is a copy of the investor presentation materials, which shall be “furnished” and not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01                      Financial Statements and Exhibits.

(c)           Exhibits

99.1 September 2008 – Investor Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, URS Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	URS CORPORATION
Dated: September 24, 2008	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall
		Vice President, Controller and Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.		Description
	99.1	September 2008 – Investor Presentation

EX-99.1 CHARTER

EXHIBIT 99.1

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Investor Presentation

September 2008

Forward-Looking Statements

Statements contained in this presentation that are not historical facts may constitute forward-looking statements,
including statements relating to the Company’s business outlook, revenue projections, and future economic and
industry conditions. The Company believes that its expectations are reasonable and are based on reasonable
assumptions.However, such forward-looking statements by their nature involve risks and uncertainties.We
caution that a variety of factors could cause the Company’s business and financial results to differ materially from
those expressed or implied in the Company’s forward-looking statements.These factors include, but are not
limited to: an economic downturn; changes in the Company’s book of business; the Company’s compliance with
government contract procurement regulations; the Company’s leveraged position and ability to service its debt;
restrictive covenants in the Company’s credit facility; the Company’s integration of the Washington Group
International, Inc.; the Company’s ability to procure government contracts; the Company’s reliance on
government appropriations; the ability of the government to unilaterally terminate the Company’s contracts; the
Company’s ability to make accurate estimates and control costs; the Company’s and its partners’ ability to bid on,
win, perform and renew contracts and projects; the Company’s dependence on subcontractors and suppliers;
customer payment defaults; availability of bonding and insurance; environmental liabilities; liabilities for pending
and future litigation; the impact of changes in regulations and laws; a decline in defense spending; industry
competition; the Company’s ability to attract and retain key individuals; employee, agent and partner misconduct;
risks associated with international operations; business activities in high security risk countries; third party
software risks; terrorist and natural disaster risks; the Company’s relationships with its labor unions; the
Company’s ability to protect its intellectual property rights; anti-takeover risks and other factors discussed more
fully in the Company's Form 10-Q for the quarter ended June 27, 2008, as well as in other reports filed from time
to time with the Securities and Exchange Commission.These forward-looking statements represent only the
Company’s current intentions, beliefs or expectations, and any forward-looking statement speaks only as of the
date on which it was made.The Company assumes no obligation to revise or update any forward-looking.

2

Top-tier diversified engineering, construction and
technical services firm with strong positions in:

•Growing power sector, including resurgent nuclear market

•Expanding oil & gas market

•Increasing U.S. DOE and rapidly emerging UK nuclear waste
management markets

•Growing military outsourcing and global threat reduction markets

•Long-term, dynamic infrastructure market

Attractive Operating Profile

•Unique combination of engineering, procurement, construction
and management services

•Variable cost structure

•Diversified markets, clients, and geographies

Financial Strength

•Strong cash flow generation

•Low Capex to support growth

•Proven ability to pay down debt and delever balance sheet

3

Positioned for Performance

1. Expected revenue (approximate) for FY 2008.

Infrastructure/

Public Sector

Transportation

$0.4

Commercial / Industrial

$0.8

PM/CM, Transit, Private Sector, International

$1.4

Federal O&M

$2.2

$2.3

$2.4

$3.2

$3.4

$3.5

$4.2

$5.4

Washington Group International
Construction, Power, DOE

$9.8(1)

4

Strategically Compelling, Well Timed
Acquisitions

Power

Federal

Industrial & Commercial

Facility

Start-up

Construction
&
Construction
Management

Decommissioning
&
Closure

Operations &

Maintenance

Technical

Consulting

Planning,
Design &
Engineering

Project

Development

Program

Management

5

Infrastructure

Significantly Expanded Service Offering

* Based on midpoint of guidance range for sector revenues.

Federal Sector

35%

Infrastructure

18%

Power
Sector

21%

Expected 2008 Revenues*:
$9.8 billion

Industrial &
Commercial

26%

6

Acquisition Transformed Business Mix

7

DOD

35%

•Installations and logistics
management

•Flight services and training

•Global threat reduction

•Critical infrastructure

•Mission support

DOE

•Site management and
operations

•EPC and operations for
complex, high hazard
facilities

•Hazardous and nuclear
waste management

•Risk, safety, threat analysis

Federal Sector Stronger,
More Diversified

Federal Sector Growth Drivers

DOE Budget

(‘04-’08 as appropriated, ’09 as authorized)

O&M Spending

-

O&M Growth

Source: DOD FY09 Budget Submission; URS Estimates for FY08 and FY09

•Enhanced scale and global reach better position URS to win large, bundled DOD contracts

•Enhanced capabilities to meet Military Base Realignment and Closure Projects

•Diversified DOE Growth Strategy

•Retain #1 DOE environmental market share (UK Market; Future Energy)

•Increase NNSA and other market share (Nuclear Renaissance; Operations/Projects/Consult)

•Increased opportunities under existing contracts with Air Force, Navy and other military branches

•HERC and AFCAP for the Air Force

•Navy Global Contingency Construction Contract (GCCC) for the Navy

8

Other DOE

National Nuclear Security Administration

Environmental Management

22.9

24.2

24.1

25

24.4

24.4

9.1

9.2

9.2

9.1

7.2

6.6

6.2

5.5

10.4

8.8

5.6

7.0

9.0

8.3

7.9

10

7.2

8.7

2004

2005

2006

2007

2008

2009

Contract field teams- U.S. Air Force/U.S. Army

•DOD contractor providing maintenance and repair
services to military ground and aviation systems
worldwide

Chemical weapons destruction - U.S. Army

•Johnson Atoll (Closed)· Tooele, UT

•Anniston, AL· Pine Bluff, AR

•Umatilla, OR· Pueblo, CO

•Bluegrass, KY

Waste Isolation Pilot Project

•Only licensed deep geological nuclear waste
repository in U.S.

•$2.2B facility; $230M annual budget

9

Federal Sector Representative Projects

18%

10

Leading Infrastructure Business

Leading position in long-term growth markets

•Transportation: highways, transit, airports, ports and harbors

•Public facilities: schools, courthouses, hospitals

•Water resources

Competitive advantages

•Client-driven project delivery models:

•Plan, Design and Construct

•Design-Build

•Design-Build-Operate-Maintain

•Long-term relationships with state/local agencies

Full service capability

•Project development

•Program management

•Planning and design

•Construction/construction management services

•Operations and maintenance

Aging
Infrastructure*

Population
Growth/Migration

Regulations/
Compliance

Technical
Innovations

Public
Awareness

•Regional population growth driving need for new schools, hospitals, water,
transportation infrastructure (Texas, Nevada, Arizona)

•Aging boomer generation requiring additional health care facilities

•Clean Water and Safe Drinking Water Acts

•Smaller class sizes mandated by the No Child Left Behind Act

•Technology in classrooms driving renovation of facilities

•Medical advances require retrofitting of medial centers and hospitals

•Mass transit ridershipincreased 23% from 1997 to 2007**, faster than highway
travel or U.S. population

•Water quality issues and shortages focusing attention on infrastructure needs

•Political Initiatives (Coalition for Building America’s Future, National Infrastructure
Bank Act)

*Source: American Society of Civil Engineers; Urban Land Institute, May 2007
**Source: American Public Transportation Association, 2008 Public Transportation Fact Book, June 2008

11

Long-Term Need for Infrastructure
Investment is Clear

 •$30-40B of additional annual highway investment required

 •More than 25% of nation's bridges rated structurally or functionally deficient

 •More than $200B in investments needed in water over next 20 years

Long Term Funding Sources in Place

Surface Transportation*

* Source: Represents current estimated funding sources for capital spending at state level

** Source: Represents current estimated funding sources for capital expenditure on K-14 and higher education facilities

*** Source: Represents current estimated funding sources for capital expenditure in URS water/wastewater markets

Educational Facilities**

Water/Wastewater***

Transportation

•SAFETEA-LU: $286.5B over FY2004 - FY2009

•Vision 100-Century of Aviation Re-authorization Act

•State and local discretionary and capital budgets

•Public Private Partnerships

Facilities

•Majority of funding from bond issuances

•Local real estate taxes

•Private endowments

Water/Wastewater

•Increasing user fees

•Federal funding for waterways, flood control and
wetlands under WRDA ($23B authorization)

12

Strongly Positioned in Industrial
and Commercial Sector

Relationship based model

•Master Service Agreements with nearly
half of Fortune 500

•Clients seeking fully integrated E&C
solutions

Major end-markets

•Oil & Gas

•Mining

•Industrial and Manufacturing

26%

13

URS provides services for full project life cycle

•Aerospace & electronics

•Automotive

•Food & beverage

•Pulp & paper

•Metals

•Chemicals

•Pharmaceuticals

•50% of Industrial &
Commercial revenue

•Base & precious metals

•Energy minerals

•Industrial minerals

•15% of Industrial &
Commercial revenue

Industrial &
Manufacturing

Mining

Oil & Gas

14

Focused on Three Growth Markets

•Oil & Gas EPC and EPCM

•Gas monetization

•Heavy maintenance

•Refining

•Pipelines

•Asset recovery

•Environmental compliance

•35% of Industrial &
Commercial revenue

15

I&C Sector Representative Projects

ExxonMobil Piceance Basin Program

Scope: FEED, engineering, procurement,
construction management

Holcim Cement Plant

Scope: Construction management and general
contractor services

Pinto Valley Copper Mine Restart

Scope: Contracting mining services including
drilling and blasting, and loading and hauling of
ore, leach and waste

21%

Every Major Nuclear or Fossil Technology

Every Region of the World

Every Segment of the Life Cycle

Latin America

20,600 MW

North America

184,100 MW

Europe

8,000 MW

Middle East/Africa

2,400 MW

Asia/Pacific

37,000 MW

Designed and/or Constructed 250,000 MW Worldwide

16

Leading Power Sector Business

•Demand from increasing power generation needs, emissions regulations

•One of the largest EPC companies in the U.S. power market

•Well positioned for nuclear renaissance

•One of two steam generator replacement contractors for U.S. nuclear plants

•Leading provider of U.S. FGD retrofits in last ten years

New Generation

Modification Services

Technical Services

17

• Coal-fired power plants

• Combustion turbine plants

• Combined cycle

• Simple cycle

• Nuclear

• 30% of Power revenue

• Clean air retrofits

• Maintenance

• Component replacement

• Steam generators

• Pressurizers

• Reactor vessel heads

• 60% of Power revenue

• Fossil and nuclear

• Transmission & distribution

• Studies

• Licensing

• Consulting

• Engineering

• Construction management

• Utility management

• Outsourcing / seconding

• 10% of Power revenue

Serving a Broad Range of Markets

U.S. Applications for Nuclear Power Uprates and New Plants*

*Source: Nuclear Regulatory Commission, July, 2008

**Assumes average 1 year approval time for anticipated uprate applications

18

Power uprate approvals**

Applications for new plants

Expected

Actual

Nuclear Fuel Market Drivers

•Solution to greenhouse gas emissions

•Rising fuel prices

•Provides fuel diversity

•Energy Policy Act stimulation

•Production tax credit of $18/MWh for the first 6,000MW (first 8 years online)

•Up to 80 percent loan guarantees

•Standby support for delays in the first 6 plants (due to process breakdown or litigation)

•Price Anderson Act renewal to plants online before 2025

•Technology improvements; one-stop licensing; spent fuel storage and reprocessing

19

Power Sector Representative Projects

Tennessee Valley Authority FGD System

Scope: Engineering, design, procurement and
construction/construction management

Unique Features: URS-MHI joint venture, $1.5B 10-year FGD
scrubber program; Completed design and installation of scrubber
1,050 MW plant in Paradise, KY - - among the largest FGD scrubber
projects in the world

AmerenUE Callaway Nuclear Power Plant Unit 1

Scope: Engineering, PM, licensing, training, and construction

Unique Features: Work completed in record time; Successfully
installed large components in complex environment

Louisiana Energy Services National Enrichment Facility

Scope: Construction, CM and procurement

Unique features: Largest grassroots new nuclear construction project
in the U.S. today; First new nuclear facility in U.S. licensed under
NRC’s one-step process

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Financial Review

21

Balance Sheet($ in millions)

22

Income Statement ($ in millions, except per share data)

23

Statement of Cash Flows ($ in millions)

24

IDCs

Designations

Option Years

$12.4B

$10.1B

$11.5B

$28.8B

$4.3B

$5.4B

$3.1B

$17.9B

Backlog

$30.7B

$30.7 Billion Book of Business
Drives Growth

25

Backlog & Book of Business ($ in billions)

Top-tier diversified engineering, construction and
technical services firm with strong positions in:

•Growing power sector, including resurgent nuclear market

•Expanding oil & gas market

•Increasing U.S. DOE and rapidly emerging UK nuclear waste
management markets

•Growing military outsourcing and global threat reduction markets

•Long-term, dynamic infrastructure market

Attractive Operating Profile

•Unique combination of engineering, procurement, construction
and management services

•Variable cost structure

•Diversified markets, clients, and geographies

Financial Strength

•Strong cash flow generation

•Low Capex to support growth

•Proven ability to pay down debt and delever balance sheet

26

Positioned for Performance

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