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 10, 2010

URS Corporation

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

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

600 Montgomery Street, 26th Floor

San Francisco, California

(Address of principal executive offices)

94111-2728

(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 8.01 OTHER EVENTS.

On September 10, 2010, our Board of Directors approved an increase and extension of our common stock repurchase program. Under the modified program, we are authorized to repurchase, in any fiscal year from January 2, 2010 through January 2, 2015, up to a maximum of three million shares of our common stock plus the number of shares of our common stock equal to the excess, if any, of three million shares over the actual number of shares repurchased during the prior fiscal year. Prior to the modification, we were authorized to repurchase each fiscal year up to one million shares of our common stock plus the cumulative number of additional shares issued or deemed issued under our equity incentive and employee stock purchase programs for the period from January 2, 2010 through De cember 28, 2012 (excluding shares issued upon the exercise of options issued prior to 2010). A copy of the press release regarding the modifications to our common stock repurchase program is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In addition, on September 10, 2010, we announced the completion of the acquisition of the Scott Wilson Group plc. (“Scott Wilson”), a U.K.-based infrastructure, engineering and design firm.  Under the terms of the acquisition, our wholly owned subsidiary purchased all of the then outstanding Scott Wilson shares for a total equity value of approximately £218 million, or approximately $336 million (based on an exchange rate of 1 GBP per 1.54 USD).  Scott Wilson shareholders elected to receive £2.90 in cash for each Scott Wilson share or, alternatively, a guaranteed loan note for the same cash value.  We also expect to purchase, for the same price, any additional Scott Wilson shares that may become issuable upon a participant’ ;s election within the next six months under the terms of Scott Wilson's employee equity plans.  A copy of the press release regarding the completion of the acquisition is attached hereto as Exhibit 99.2 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release dated September 13, 2010, entitled “URS Expands and Extends Stock Repurchase Program.”
99.2	Press Release dated September 10, 2010 entitled “URS Completes Acquisition of Scott Wilson.”

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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: September 13, 2010	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Vice President, Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press Release dated September 13, 2010, entitled “URS Expands and Extends Stock Repurchase Program.”
99.2	Press Release dated September 10, 2010 entitled “URS Completes Acquisition of Scott Wilson.”

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EX-99.1

EXHIBIT 99.1

Contacts:
URS Corporation	Sard Verbinnen & Co
Sam Ramraj	Hugh Burns/Jamie Tully/Briana Kelly
Vice President, Investor Relations	(212) 687-8080
(415) 774-2700

URS EXPANDS AND EXTENDS STOCK REPURCHASE PROGRAM

SAN FRANCISCO, CA – September 13, 2010 – URS Corporation (NYSE: URS)today announced that on September 10, 2010, its Board of Directors approved an increase and extension of the Company’s common stock repurchase program.  Under the modified program, URS is authorized to repurchase, in any fiscal year during the period from January 2, 2010 through January 2, 2015, up to three million shares of the Company’s common stock, plus the number of shares of the Company’s common stock equal to the excess, if any, of three million shares over the actual number of shares repurchased during the prior fiscal year.

The share repurchases will be made from time-to-time at the Company’s discretion in the open market or privately negotiated transactions as permitted by securities laws and other legal and contractual requirements, and subject to market conditions and other factors.  The Board of Directors may modify, suspend, extend or terminate the program at any time.

Under the prior program, URS had been authorized to repurchase up to one million shares of the Company’s common stock, plus the cumulative number of additional shares issued or deemed issued under the Company’s equity incentive and employee stock purchase programs for the period from January 2, 2010 through December 28, 2012 (excluding shares issued upon the exercise of options issued prior to 2010).

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,

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infrastructure, industrial and commercial, and federal projects and programs.  Headquartered in San Francisco, URS Corporation has approximately 46,500 employees in a network of offices in more than 40 countries (www.urscorp.com).

# # #

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EX-99.2

EXHIBIT 99.2 

Contacts:
URS Corporation	Sard Verbinnen & Co
Sam Ramraj	Hugh Burns/Jamie Tully/Briana Kelly
Vice President, Investor Relations	(212) 687-8080
(415) 774-2700

URS COMPLETES ACQUISITION OF SCOTT WILSON GROUP

SAN FRANCISCO, CA – September 10, 2010 – URS Corporation (NYSE: URS) today announced that the Company has completed its acquisition of Scott Wilson Group plc. (LSE: SWG).  Under the terms of the transaction, Scott Wilson shareholders will receive 290 pence in cash for each Scott Wilson share.  The total equity value paid by URS for all outstanding shares equals approximately £218 million, or $336 million.1  The closing of the acquisition follows approval of the transaction by Scott Wilson's shareholders on July 30, 2010, subsequent court approval in the U.K., and regulatory approvals in various jurisdictions.

The addition of Scott Wilson expands URS' international presence by adding a network of 80 offices around the world, including offices in key regional centers such as London, Hong Kong, New Delhi, Warsaw and Dubai, and more than 5,500 employees.  In the company's 2010 fiscal year, which ended on May 2, 2010, Scott Wilson had revenues of approximately £340 million and net income of £13.6 million, which equate to approximately $523.6 million and $20.9 million, respectively.1

“The acquisition of Scott Wilson opens the door to numerous new opportunities for URS in major international infrastructure markets,” said Martin M. Koffel, Chairman and Chief Executive Officer of URS.  “URS now is among the top ten U.K. engineering firms by revenue, with capabilities in critical infrastructure markets, including transit, high speed rail, roads and bridges, airports, and ports and harbors.  We also have expanded our capabilities in other key geographies outside of the U.K. and Continental Europe, such as China and India, two of the fastest growing economies in the world.  With Scott Wilson's technical depth and talented team of professionals around the globe, URS is well positioned to support public and private sector clients worldwide on their largest and most complex i nfrastructure assignments.”

Hugh Blackwood, former Group Chief Executive of Scott Wilson, has joined URS as a Vice President of URS Corporation and Senior Vice President, International Operations.  He will oversee from London URS' Infrastructure & Environment business for the U.K./Ireland, Europe, Middle East, India and China.

Mr. Blackwood commented:  “From today, Scott Wilson becomes part of URS Corporation.  We are looking forward to providing our clients with access to a larger global

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footprint and the ability to meet their needs across a wider range of services and sectors, including the nuclear power market, which is a key strength for URS.  Our employees will be able to participate in larger and more complex projects, as well as benefit from further investment in new areas of expertise.”

In connection with the completion of the transaction, Scott Wilson's shares have ceased to trade on the London Stock Exchange as of the close of trading on September 8.  The transaction is not expected to have a significant impact on URS’ fiscal year 2010 results, but the Company expects that it will be accretive to earnings per share in fiscal year 2011 on a GAAP basis.  Scott Wilson's operations will be incorporated into the Infrastructure & Environment business segment of URS.

About URS Corporation

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.  URS Corporation has approximately 46,500 employees in a network of offices in more than 40 countries (http://www.urscorp.com).

In the U.K., the combination of Scott Wilson with URS’ existing operations will create a business with infrastructure expertise across a range of attractive long-term markets, including rail and transit, roads and bridges, and ports and harbors.  Current major contracts include the U.K. Crossrail Project and Thames Tideway Tunnel in the U.K.  URS also is the lead partner in the Nuclear Management Partners consortium, which is responsible for managing and operating decommissioning activities at the Sellafield nuclear site in Cumbria in North West England.  With the completion of the Scott Wilson transaction, URS also will add significant international projects outside of the U.K., including the Delhi-Mumbai Industrial Corridor Development in India, Haramain High Speed Rail in Saudi Arabia and MTR Sha tin to Central Link in Hong Kong.

Forward-Looking Statements

Statements contained in this press release that are not historical facts may constitute forward-looking statements, including statements relating to the anticipated benefits of the acquisition, including future financial and earnings impact, future business opportunities, future capabilities and expertise, future competitive positioning and other future economic and industry conditions.  We believe that our expectations are reasonable and are based on reasonable assumptions; however, we caution against relying on any of our forward-looking statements as such forward-looking statements by their nature involve risks and uncertainties.  A variety of factors, including, but not limited to the following, could cause our business and financial results, as well as the timing of events, to differ materially from those expr essed or implied in our forward-looking statements:  our ability to successfully integrate the acquired business with our existing operations; economic weakness and declines in client spending; changes in our book of business; our compliance with government contract procurement regulations; employee, agent or partner misconduct; our ability to procure government contracts; liabilities for pending and future

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litigation; environmental liabilities; availability of bonding and insurance; our reliance on government appropriations; unilateral termination provisions in government contracts; our ability to make accurate estimates and assumptions; our accounting policies; workforce utilization; our and our partners' ability to bid on, win, perform and renew contracts and projects; liquidated damages; our dependence on partners, subcontractors and suppliers; customer payment defaults; our ability to recover on claims; impact of target and fixed-priced contracts on earnings; the inherent dangers at our project sites; impairment of our goodwill; integration of acquisitions; the impact of changes in laws and regulations; nuclear indemnifications and insurance; a decline in defense spending; industry competition; our ability to attract and retain key individuals; retirement plan obligations; our leveraged position and the ability to service our debt; restrictive covenants in our credit agreement; risks associated with intern ational operations; business activities in high security risk countries; third-party software risks; natural and man-made disaster risks; our relationships with labor unions; our ability to protect our intellectual property rights; anti-takeover risks; and other factors discussed more fully in our Form 10-Q for the period ended July 2, 2010, as well as in other reports subsequently filed from time to time with the United States Securities and Exchange Commission. The forward-looking statements represent our current intentions as of the date on which it was made and we assume no obligation to revise or update any forward-looking statements.

1 USD figures based on an exchange rate of 1 GBP per 1.54 USD.

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