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):   February 25, 2009

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 February 25, 2009, we announced, together with our partner NRG Energy, Inc., that we have entered into a definitive agreement, subject to customary closing conditions, to sell our equity investment in MIBRAG, our German mining and power business.  A press release describing the above transaction is attached hereto as Exhibit 99.1 and is furnished and not filed pursuant to Item 7.01.  Exhibit 99.1 attached hereto shall not be 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 Press Release, dated February 25, 2009, entitled “URS Announces Agreement For The Sale Of German Mining and Power Business.”

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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:  February 25, 2009	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall
		Vice President, Controller and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press Release, dated February 25, 2009, entitled “URS Announces Agreement for the Sale of German Mining and Power Business.”

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EX-99.1

 

EXHIBIT 99.1

Contacts:
Investors:	Media:
URS Corporation	Sard Verbinnen & Co
H. Thomas Hicks	Hugh Burns/Jamie Tully/Jane Simmons
Vice President & Chief Financial Officer	(212) 687-8080
(415) 774-2700

URS ANNOUNCES AGREEMENT FOR THE SALE

OF GERMAN MINING AND POWER BUSINESS

SAN FRANCISCO, CA – February 25, 2009 – URS Corporation (NYSE:URS) today announced that, together with NRG Energy, Inc., the Company has signed a definitive agreement for the sale of German mining and power business, MIBRAG, to a joint venture comprised of CEZ, a.s. and J&T Finance Group, a.s.  CEZ is the largest electricity producer in the Czech Republic and holds a leading position in the Central European electricity market.  J&T, which also is based in the Czech Republic, is a leading European private firm active in the energy sector.  URS and NRG are each 50% owners of MIBRAG.

The transaction, which is expected to close in the second quarter of 2009, is subject to customary closing conditions, including European Union regulatory approvals.

MIBRAG is an integrated lignite mining and power operation located approximately 25 miles south of the eastern German city of Leipzig.  MIBRAG is comprised of two open-cast lignite mines and three coal-fired combined heat and power plants.  The three plants are supplied with lignite from the mines and provide the power for mining operations.  Surplus power is sold to external customers.  The mines also supply lignite to other major power plants owned by third parties.

URS acquired its ownership position in MIBRAG with its acquisition of Washington Group International, Inc. in November 2007.  URS explored the sale of MIBRAG because its operations are outside of URS’ strategic focus on professional engineering, construction and technical services.

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URS Corporation (NYSE: URS) is a leading provider of engineering, construction and technical services for public agencies and private sector companies around the world.  The Company offers a full range of program management; planning, design and engineering; systems engineering and technical assistance; construction and construction management; operations and maintenance; and decommissioning and closure services.  URS provides services for power, infrastructure, industrial and commercial, and federal projects and programs.  Headquartered in San Francisco, the Company operates through three divisions: the URS Division, the EG&G Division and the Washington Division.  URS Corporation has more than 50,000 employees in a network of offices in more than 30 countries (www.urscorp.com).

Forward-Looking Statements

Statements contained in this release that are not historical facts may constitute forward-looking statements, including statements relating to the timing of the close of the MIBRAG transaction, the satisfaction of the sale conditions and other future business, 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 actual results to differ materially from those expressed or implied in the Company’s forward-looking statements.  These factors include, but are not limited to:  uncertainties as to the timing of the sale and satisfaction of closing conditions, including regulatory approvals and other closing conditions; an economic downturn; restrictive covenants in the Company’s 2007 Credit Facility; the Company’s dependence on partners, subcontractors and suppliers; environmental risks; the possibility of liabilities for future litigation; risks associated with international operations; the possibility that the financial condition of the buyers could be adversely affected prior to the closing; terrorist and natural disaster risks; the Company’s relationships with its labor unions and other factors discussed more fully in the Company's Form 10-Q for the quarter ended September 26, 2008, as well as in other reports filed from time to time with the Securities and Exchange Commission.  The Company assumes no obligation to revise or update any forward-looking statements.

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