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):  December 5, 2013

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 8.01  Other Events.

On December 5, 2013, URS Corporation issued a press release announcing that it has launched an offer to exchange up to $400 million aggregate principal amount of its newly issued 3.850% Senior Notes due 2017 and up to $600 million aggregate principal amount of its newly issued 5.000% Senior Notes due 2022 for a like principal amount of any or all of its outstanding 3.850% Senior Notes due 2017 and its outstanding 5.000% Senior Notes due 2022.  In addition, on December 6, 2013, Flint Energy Services Ltd., a wholly owned subsidiary of URS Corporation, issued a press release announcing that it intends to redeem all of its outstanding 7.5% Senior Notes due 2019 on December 27, 2013.  Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Description
99.1	Press Release, dated December 5, 2013, entitled “URS Corporation Announces Launch Of Exchange Offer For Up To $400 Million Aggregate Principal Amount Of Its 3.850% Senior Notes Due 2017 And Up To $600 Million Of Its 5.000% Senior Notes Due 2022.”
99.2	Press Release, dated December 6, 2013, entitled “Flint Energy Announces Timing Update For Redemption of 7.5% Senior Notes Due 2019.”

1

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:  December 6, 2013	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall
		Vice President and Chief Accounting Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated December 5, 2013, entitled “URS Corporation Announces Launch Of Exchange Offer For Up To $400 Million Aggregate Principal Amount Of Its 3.850% Senior Notes Due 2017 And Up To $600 Million Of Its 5.000% Senior Notes Due 2022.”
99.2	Press Release, dated December 6, 2013, entitled “Flint Energy Announces Timing Update For Redemption of 7.5% Senior Notes Due 2019.”

3

EX-99.1

EXHIBIT 99.1

Contact:
URS Corporation Sam Ramraj Vice President, Investor Relations (415) 774-2700	Sard Verbinnen & Co Jamie Tully/Delia Cannan (212) 687-8080

URS CORPORATION ANNOUNCES LAUNCH OF EXCHANGE OFFER

FOR UP TO $400 MILLION AGGREGATE PRINCIPAL AMOUNT OF ITS 3.850% SENIOR NOTES DUE 2017 AND UP TO $600 MILLION OF ITS 5.000% SENIOR NOTES DUE 2022

SAN FRANCISCO, CA – December 5, 2013 – URS Corporation (NYSE: URS) today announced that, effective December 5, 2013, it has launched an offer to exchange up to $400 million aggregate principal amount of its newly issued 3.850% Senior Notes due 2017 and up to $600 million aggregate principal amount of its newly issued 5.000% Senior Notes due 2022 (the “Exchange Notes”) for a like principal amount of any or all of its outstanding 3.850% Senior Notes due 2017 and its outstanding 5.000% Senior Notes due 2022 (the “Old Notes”).  The Exchange Notes have each been registered under the Securities Act of 1933, as amended.  The Old Notes were issued on March 15, 2012 without registration under the Securities Act.  The offer will expire at 11:59 PM EST on January 3, 2014 unless otherwise extended.  The Company does not currently plan to extend the exchange offer.

This press release is not an offer to exchange the Exchange Notes for the Old Notes, nor is it the solicitation of an offer to exchange, which the Company is making only through the exchange offer prospectus, dated as of December 5, 2013, and the related letter of transmittal.  There will not be any offer or sale of the notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

i

Copies of the exchange offer prospectus and related documents may be obtained from U.S. Bank National Association, the exchange agent for the exchange offer, at the following address:

U.S. Bank National Association

c/o U.S. Bank National Association

633 West Fifth Street, 24th Floor

Los Angeles, CA 90071

Attention: Ms. Paula Oswald

Telephone: 213-615-6043

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; information technology; and decommissioning and closure services.  URS provides services for federal, oil and gas, infrastructure, power, and industrial projects and programs.  Headquartered in San Francisco, URS Corporation has more than 50,000 employees in a network of offices in nearly 50 countries (http://www.urs.com).

Cautionary Statement Regarding Forward-Looking Statements

Statements contained in this press release that are not historical facts may constitute forward looking statements, including statements relating to the completion of the exchange offer.  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: declines in the economy or client spending; federal budget and sequestration issues; our reliance on government appropriations; our ability to make accurate estimates and assumptions; the impact of changes in laws and regulations; our leveraged position and the ability to service our debt; restrictive covenants in finance arrangements; and other factors discussed more fully in URS Corporation’s most recently filed periodic report, 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 statements.

###

ii

EX-99.2

EXHIBIT 99.2

Contact:
URS Corporation Sam Ramraj Vice President, Investor Relations (415) 774-2700	Sard Verbinnen & Co Jamie Tully/Delia Cannan (212) 687-8080

FLINT ENERGY ANNOUNCES TIMING UPDATE FOR REDEMPTION OF

7.5% SENIOR NOTES DUE 2019

Calgary, Alberta – December 6, 2013 – Flint Energy Services Ltd., a wholly owned subsidiary of URS Corporation (NYSE: URS), previously announced that it will redeem all of its outstanding 7.5% Senior Notes due 2019 (the “Notes”).  A notice of redemption (the “Redemption Notice”) pursuant to the terms of the indenture governing the Notes (the “Indenture”) is being distributed to the holders of the Notes by Computershare Trust Company of Canada, the trustee under the Indenture.  The Redemption Notice provides that the redemption date will be December 27, 2013.  Following the redemption date, Flint Energy Services Ltd. intends to make application to the securities regulatory authorities in each of the provinces of Canada for a decision that it be deemed to have ceased to be a reporting issuer in such jurisdictions.

Flint Energy Services Ltd. is a wholly owned subsidiary of URS Corporation (NYSE: URS), a leading provider of engineering, construction and technical services for public agencies and private sector companies around the world. URS Corporation offers a full range of program management; planning, design and engineering; systems engineering and technical assistance; construction and construction management; operations and maintenance; information technology; and decommissioning and closure services.  URS provides services for federal, oil and gas, infrastructure, power, and industrial projects and programs.  Headquartered in San Francisco, URS Corporation has more than 50,000 employees in a network of offices in nearly 50 countries (www.urs.com).

i

Cautionary Statement Regarding Forward-Looking Statements

Statements contained in this press release that are not historical facts may constitute forward looking statements, including statements relating to the Canadian debt redemption and the termination of the reporting obligations of Flint Energy Services Ltd.  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: declines in the economy or client spending; federal budget and sequestration issues; our reliance on government appropriations; our ability to make accurate estimates and assumptions; the impact of changes in laws and regulations; our leveraged position and the ability to service our debt; restrictive covenants in finance arrangements; and other factors discussed more fully in URS Corporation’s most recently filed periodic report, 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 statements.

###

ii