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): March 15, 2006

URS Corporation

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation)

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

600 Montgomery Street, 26^th 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 2.02       Results of Operations and Financial Condition.

     On March 15, 2006, URS Corporation (the “Company”) issued a press release announcing the financial results for its 2005 fiscal year-end. A copy of the press release, entitled “URS Corporation Reports Fiscal 2005 Year-End Results,” is furnished and not filed pursuant to Item 2.02 as Exhibit 99.1 hereto. 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 March 15, 2006, entitled “URS Corporation Reports Fiscal 2005 Year-End Results.”

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: March 15, 2006	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall
		Vice President, Controller and Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated March 15, 2006, entitled “URS Corporation Reports Fiscal 2005 Year-End Results.”

EX-99.1

EXHIBIT 99.1

Contacts:
URS Corporation	Citigate Sard Verbinnen
Kent P. Ainsworth	Hugh Burns/Jamie Tully/Kara Findlay
Executive Vice President	(212) 687-8080
& Chief Financial Officer
OR
H. Thomas Hicks
Vice President, Finance
(415) 774-2700

URS CORPORATION REPORTS FISCAL 2005
YEAR-END RESULTS

Revenues Increased 16% and Net Income
Rose 34% from Fiscal 2004

Repaid $238 Million in Debt in 2005; Debt to Total Capitalization
Improved to 19%

Company Provides Guidance For 2006

     SAN FRANCISCO, CA — March 15, 2006 — URS Corporation (NYSE: URS) today reported its financial results for the fiscal year ended December 30, 2005. Revenues increased 16% to $3,917.6 million from $3,382.0 million for the Company’s 2004 fiscal year, which ended on October 31, 2004.¹

     Net income for fiscal 2005 was $82.5 million, or $1.72 per share, fully diluted, including a pre-tax charge of $33.1 million, or $0.42 per share, net of tax, related to $127.2 million of note redemptions, the retirement of $10.0 million of the Company’s 12¹/4% notes and $1.8 million of its 6¹/2% debentures, and the restructuring of the Company’s senior credit facility, all of which took place during the first nine months of fiscal 2005. Net income for fiscal 2004 ended October 31, 2004, was $61.7 million, or $1.53 per share, fully diluted. Net income for fiscal 2004 included a

¹ As previously announced, the Company changed its fiscal year, effective January 1, 2005. URS now reports its financial results on a 52/53-week fiscal year ending on the Friday closest to December 31, with interim quarters ending on the Fridays on or closest to, March 31, June 30 and September 30. URS’ prior fiscal year ended on October 31.

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previously reported pre-tax charge of $28.2 million, or $0.36 per share net of tax, related to note redemptions of $260 million. Excluding these charges, the effects of the public stock offerings and the effect of interest savings in both periods, 2005 diluted earnings per share (“EPS’) were $2.12, as compared with $1.92 in fiscal 2004.

     Weighted-average shares outstanding for purposes of calculating diluted EPS were 47.8 million in fiscal 2005, compared with 40.4 million in fiscal 2004. The increase in weighted-average shares outstanding is the result of the Company’s common stock offering in the second quarter of fiscal 2005 and additional shares issued pursuant to the Company’s employee stock option and purchase plans.

     During fiscal 2005, the Company repaid $238.4 million of debt, including $127.2 million of note redemptions through the use of cash on hand and proceeds from the Company’s common stock offering in the second quarter of fiscal 2005. As a result, the Company’s debt to total capitalization ratio improved to 19% at December 30, 2005, from 34% at December 31, 2004.

     As of December 30, 2005, the Company’s backlog was $3.84 billion, compared to $3.63 billion as of December 31, 2004.

     Commenting on the Company’s financial results, Martin M. Koffel, Chairman and Chief Executive Officer, stated: “URS delivered strong financial results in 2005, driven by high growth rates in our federal, state and local government and international business sectors. In addition, we benefited by shifting resources into emerging areas of the domestic private sector market, including assisting utility companies to comply with new environmental regulations affecting coal-fired power plants.”

     Mr. Koffel continued: “Throughout the year, URS also benefited from our focus on cash management and our deleveraging strategy. URS generated $200.4 million in cash from operations in 2005 and repaid $238.4 million of debt, including $127.2 million of note redemptions through the use of proceeds from our common stock offering in June. These actions helped reduce interest expense by 48% for the year.”

     “Looking forward, we see favorable long-term trends in all of our sectors, and have entered 2006 with the strongest book of business in the Company’s history. We are well positioned to continue to deliver top line growth and profits for our stockholders.”

     For the fourth quarter of fiscal 2005, the Company reported revenues of $1,071.0 million, net income of $25.9 million, and diluted EPS of $0.51. For the fourth quarter of fiscal 2004 ended on October 31, 2004, the Company reported revenues of $907.4 million, net income of $26.1 million, and diluted EPS of $0.59.

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     The Company noted that its change to a calendar fiscal year resulted in a two-month transition period in November and December 2004 that is not indicative of any quarterly or annual periods. The transition also makes it impractical to make meaningful net income and EPS comparisons between the calendar fourth quarter periods in 2004 and 2005. However, URS has provided revenue comparisons between the fourth quarter of fiscal 2005 and the comparable calendar period in 2004 at the end of this release.

     Weighted-average shares outstanding for purposes of calculating diluted EPS were 50.4 million in the fourth quarter of fiscal 2005, compared with 44.6 million in the fourth quarter of fiscal 2004 ended on October 31, 2004.

Business Segments

     In addition to providing consolidated financial results, the Company provides separate financial information for its two segments: the URS Division and the EG&G Division. The URS Division includes the Company’s work in the state and local government market, the private sector and the international business. In addition, the URS Division includes a portion of the Company’s federal business, consisting primarily of facilities and environmental services. The EG&G Division primarily serves the federal government market, providing a range of operations and maintenance and technical support services.

     URS Division. For fiscal 2005, the URS Division reported revenues of $2,556.7 million and operating income of $194.2 million, compared to revenues of $2,255.2 million and operating income of $168.2 million for fiscal 2004 ended October 31, 2004.

     For the fourth quarter of fiscal 2005, the URS Division reported revenues of $701.5 million and operating income of $56.6 million, compared to revenues of $589.9 million and operating income of $46.0 million for the fourth quarter of fiscal 2004 ended October 31, 2004.

     EG&G Division. For fiscal 2005, the EG&G Division reported revenues of $1,369.0 million and operating income of $63.4 million, compared to revenues of $1,129.8 million and operating income of $54.9 million for fiscal 2004 ended October 31, 2004.

     For the fourth quarter of fiscal 2005, the EG&G Division reported revenues of $372.8 million and operating income of $16.0 million, compared to revenues of $317.9 million and operating income of $13.3 million for the fourth quarter of fiscal 2004 ended October 31, 2004.

Earnings Outlook

     For fiscal 2006, the Company expects revenues of approximately $4.1 billion. Assuming it meets this revenue expectation, the Company expects that net income will be approximately $110

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million and EPS will be approximately $2.12 for fiscal 2006. The Company’s net income and EPS guidance for 2006 includes an expected after tax impact of $10 million, or $0.19 per share, related to the implementation of Statement of Financial Accounting Standards 123 (Revised) (“SFAS 123(R)”), which requires that the costs of equity based compensation be recognized in the financial statements. In addition, the Company expects its effective tax rate in 2006 to be approximately 42%, consistent with 2005. Finally, the Company’s weighted average shares outstanding for 2006 is expected to be 52 million, compared with 47.8 million in 2005. The increase in weighted average shares outstanding primarily reflects the full year impact of the Company’s common stock offering in the second quarter of fiscal 2005 and shares expected to be issued pursuant to the Company’s employee stock option and purchase plans.

     URS expects its 2006 first quarter EPS will be between 18% and 22% of the Company’s full year 2006 EPS guidance of $2.12.

     The Company expects to repay approximately $100 million of debt during fiscal 2006.

     This press release contains certain non-GAAP financial measures for net income and earnings per share showing the effects of our stock offerings, our note redemptions and refinancing, and the impact of SFAS 123(R), which are reconciled against the most directly comparable GAAP measure in the tables attached to the end of this press release.

Web cast Information

     URS will host a dial-in conference call on Thursday, March 16, 2006 at 11:00 a.m. (EST) to discuss its fourth quarter and year-end fiscal 2005 results. A live web cast of this call will be available on the investor relations portion of URS’ website at www.urscorp.com.

     URS Corporation offers a comprehensive range of professional planning and design, systems engineering and technical assistance, program and construction management, and operations and maintenance services for transportation, commercial/ industrial, facilities, environmental, water/wastewater, homeland security, installations and logistics, and defense systems. Headquartered in San Francisco, the Company operates in more than 20 countries with approximately 29,000 employees providing engineering and technical services to federal, state and local governmental agencies as well as private clients in the chemical, pharmaceutical, oil and gas, power, manufacturing, mining and forest products industries (www.urscorp.com).

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TABLES TO FOLLOW

# # #

Statements contained in this earning release that are not historical facts may constitute forward-looking statements, including statements relating to the Company’s future revenue, future earnings, future debt repayment and future business prospects. 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 that could cause actual results to differ materially from the results predicted. The potential risks and uncertainties include, but are not limited to: demand for the Company’s services in an economic downturn, changes in the Company’s book of business; the Company’s compliance with government contract procurement regulations; the Company’s dependence on government appropriations and procurements; the Company’s ability to make accurate estimates; the Company’s ability to bid, renew and execute contracts and guarantees; liability for pending and future litigation; the impact of changes in laws and regulations; the Company’s ability to maintain adequate insurance coverage; a decline in defense spending; industry competition; the Company’s ability to attract and retain key individuals; risks associated with SFAS 123(R); the Company’s ability to service its debt; risks associated with international operations; project management and accounting software risks; force majeure events; the Company’s relationships with its labor unions; and other factors discussed more fully in the Company’s Form 10-K for the fiscal year ended December 30, 2005, as well as in other reports subsequently filed from time to time with the Securities and Exchange Commission. The Company assumes no obligation to update any forward-looking statements.

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URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)

	December 30, 2005			December 31, 2004
ASSETS
Current assets:
Cash and cash equivalents, including $61,319 and $59,175 of short-term money market funds, respectively	$	101,545		$	108,007
Accounts receivable, including retainage of $37,280 and $43,844 respectively		630,340			579,953
Costs and accrued earnings in excess of billings on contracts in process		513,943			400,418
Less receivable allowances		(44,293	)		(38,719	)
Net accounts receivable		1,099,990			941,652
Deferred tax assets		18,676			24,682
Prepaid expenses and other assets		52,849			26,061
Total current assets		1,273,060			1,100,402
Property and equipment at cost, net		146,470			142,907
Goodwill		986,631			1,004,680
Purchased intangible assets, net		5,379			7,749
Other assets		57,908			52,010
	$	2,469,448		$	2,307,748
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Book overdraft	$	1,547		$	70,871
Notes payable and current portion of long-term debt		20,647			48,338
Accounts payable and subcontractors payable, including retainage of $13,323 and $13,302, respectively		288,561			144,435
Accrued salaries and wages		196,825			171,004
Accrued expenses and other		82,404			59,914
Billings in excess of costs and accrued earnings on contracts in process		108,637			84,393
Total current liabilities		698,621			578,955
Long-term debt		297,913			508,584
Deferred tax liabilities		19,785			40,373
Other long-term liabilities		108,625			97,715
Total liabilities		1,124,944			1,225,627
Commitments and contingencies Stockholders’ equity:
Preferred stock, authorized 3,000 shares; no shares outstanding Common shares, par value $.01; authorized 100,000 shares; 50,432 and 43,838 shares issued, respectively; and 50,380 and 43,786 shares outstanding, respectively		504			438
Treasury stock, 52 shares at cost		(287	)		(287	)
Additional paid-in capital		925,087			734,842
Accumulated other comprehensive income (loss)		(3,985	)		6,418
Retained earnings		423,185			340,710
Total stockholders’ equity		1,344,504			1,082,121
	$	2,469,448		$	2,307,748

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URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except per share data)

	Three Months Ended						Twelve Months Ended
	December 30,			October 31,				December 30,			October 31,
	2005			2004			2005			2004
	(unaudited)
Revenues	$	1,071,009		$	907,435		$	3,917,565		$	3,381,963
Direct operating expenses		718,883			581,331			2,555,538			2,140,890
Gross profit		352,126			326,104			1,362,027			1,241,073
Indirect, general and administrative expenses		299,000			273,573			1,187,605			1,079,088
Operating income		53,126			52,531			174,422			161,985
Interest expense		5,472			10,652			31,587			60,741
Income before income taxes		47,654			41,879			142,835			101,244
Income tax expense		21,720			15,790			60,360			39,540
Net income		25,934			26,089			82,475			61,704
Other comprehensive income (loss):
Minimum pension liability adjustments, net of tax (benefit)		(4,223	)		(2,189	)		(4,493	)		(2,189	)
Foreign currency translation adjustments		(1,900	)		1,947			(5,910	)		3,490
Comprehensive income	$	19,811		$	25,847		$	72,072		$	63,005
Earnings per share:
Basic	$	.52		$	.60		$	1.76		$	1.58
Diluted	$	.51		$	.59		$	1.72		$	1.53
Weighted-average shares outstanding:
Basic		49,459			43,467			46,742			39,123
Diluted		50,401			44,595			47,826			40,354

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URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	Three Months Ended						Twelve Months Ended
	December 30, 2005			October 31, 2004			December 30, 2005			October 31, 2004
	(unaudited)
Cash flows from operating activities:
Net income	$	25,934		$	26,089		$	82,475		$	61,704
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		9,323			9,934			38,548			41,407
Amortization of financing fees		462			1,468			3,777			6,772
Costs incurred for extinguishment of debt.		6			772			33,131			28,165
Provision for doubtful accounts		2,229			5,052			10,094			14,777
Deferred income taxes		1,505			(2,107	)		8,721			(4,746	)
Stock compensation		1,640			2,043			6,148			4,119
Tax benefit of stock compensation		5,700			147			14,969			4,117
Changes in assets and liabilities:
Accounts receivable and costs and accrued earnings in excess of billings on contracts in process		(75,803	)		(58,420	)		(161,632	)		(80,646	)
Prepaid expenses and other assets		(4,909	)		2,061			(30,441	)		1,553
Accounts payable, accrued salaries and wages and accrued expenses		108,746			20,540			179,525			23,618
Billings in excess of costs and accrued earnings on contracts in process		(2,624	)		5,960			22,453			(3,528	)
Other long-term liabilities		3,525			(2,778	)		10,842			(882	)
Other liabilities, net		(9,251	)		(2,387	)		(18,173	)		(910	)
Total adjustments and changes		40,549			(17,715	)		117,962			33,816
Net cash from operating activities		66,483			8,374			200,437			95,520
Cash flows from investing activities:
Payment of business acquisition		(14	)		—			(1,367	)		—
Proceeds from disposal of property and equipment		54			—			2,236			—
Capital expenditures, less equipment purchased through capital leases		(6,113	)		(3,331	)		(23,010	)		(19,016	)
Net cash from investing activities		(6,073	)		(3,331	)		(22,141	)		(19,016	)
Cash flows from financing activities:
Long-term debt principal payments		(42,212	)		(10,983	)		(578,131	)		(298,950	)
Long-term debt borrowings		34			32			351,410			26,526
Net borrowings (payments) under lines of credit		(2,952	)		(11,465	)		(18,023	)		5,249
Net change in book overdraft		(5,733	)		30,011			(69,324	)		30,011
Capital lease obligations payments		(2,170	)		(3,478	)		(13,354	)		(14,643	)
Short-term note borrowings		—			—			2,035			1,540
Short-term note payments		(904	)		(49	)		(4,514	)		(1,580	)
Proceeds from common stock offering, net of related expenses		(6	)		—			130,251			204,286
Proceeds from sale of common shares from employee stock purchase plan and exercise of stock options		8,255			1,615			38,942			26,624
Tender and call premiums paid for debt extinguishment		(5	)		(613	)		(19,426	)		(19,688	)
Payments of financing fees		5			(87	)		(4,624	)		(2,887	)
Net cash from financing activities		(45,688	)		4,983			(184,758	)		(43,512	)
Net increase (decrease) in cash and cash equivalents		14,722			10,026			(6,462	)		32,992
Cash and cash equivalents at beginning of period		86,823			59,241			108,007			36,275
Cash and cash equivalents at end of period	$	101,545		$	69,267		$	101,545		$	69,267

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URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	Three Months Ended				Twelve Months Ended
	December 30, 2005		October 31, 2004		December 30, 2005		October 31, 2004
	(unaudited)
Supplemental information:
Interest paid	$	4,363	$	11,158	$	29,974	$	66,629
Taxes paid	$	20,137	$	5,217	$	48,422	$	36,797
Equipment acquired with capital lease obligations	$	5,379	$	1,720	$	20,270	$	11,098

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URS CORPORATION AND SUBSIDIARIES
THREE MONTHS ENDED DECEMBER 30, 2005 REVENUES COMPARED TO
THREE MONTHS ENDED DECEMBER 31, 2004
REVENUES
(In millions)

	Three Months Ended
	December 30, 2005		December 31, 2004
	(unaudited)
Federal:
URS Division	$	181	$	102
EG&G Division		373		324
Federal		554		426
State and Local		241		202
Private		184		185
International		92		92
Total	$	1,071	$	905

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URS CORPORATION AND SUBSIDIARIES
RECONCILIATION SCHEDULE OF NET INCOME AND EARNINGS PER SHARE BEFORE ACCOUNTING FOR CERTAIN
TRANSACTIONS

     In our earnings release for the fiscal year ended December 30, 2005, we presented the earnings per share (“EPS”) impact of the charges related to the note redemptions during fiscal years 2005 and 2004. The table below presents our EPS excluding, for fiscal year 2005, the effects of (1) the additional four million shares resulting from the Company’s stock offering; (2) the $19 million charge, net of tax, related to the costs of the Company’s note redemptions; and (3) the $5 million, net of tax, in interest savings the Company realized during fiscal year 2005 as a result of the note redemptions, and for fiscal year 2004, the effects of (1) the additional eight million shares resulting from the Company’s stock offering; (2) the $16 million charge, net of tax, related to the costs of the Company’s note redemptions; and (3) the $8 million, net of tax, in interest savings the Company realized during fiscal year 2004 as a result of the note redemptions. Net income and EPS amounts, excluding the effects of these items are not computed in accordance with generally accepted accounting principles (“GAAP”). We are providing these non-GAAP measures to demonstrate the effects of the note redemptions, the effects of refinancing of debt in fiscal year 2005, the effects of our common stock offering and the related interest savings, and in addition, the effects of SFAS 123(R) for fiscal year 2005. We believe that certain of these non-GAAP measures are used by investors and analysts to measure, analyze and compare our business conditions and results of operations in a meaningful and consistent manner. Net income and EPS excluding the effects of these items should not be used as a substitute for net income and earnings per share prepared in conformity with GAAP, or as a GAAP measure of profitability.

     Net income and EPS excluding the effects of the items mentioned above are calculated as follows:

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Fiscal Year Ended December 30, 2005

				Weighted
				Average
				Shares
	Net Income			Outstanding		Earnings per Share
	(In millions, except per share data)
Amount reported under GAAP	$	82			48	$	1.72
Effect of public stock offering		—			50		0.08
Effect of charges related to note redemption and refinancing of our credit facility		19			46		0.42
Effect of interest savings due to note redemptions		(5	)		48		(0.10	)
Amounts excluding the effects above	$	96				$	2.12
Effect of stock option expense under SFAS 123(R)		(6	)		48		(0.12	)
Amounts excluding the effects above	$	90				$	2.00

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Fiscal Year Ended October 31, 2004

				Weighted
				Average
				Shares
	Net Income			Outstanding		Earnings per Share
	(In millions, except per share data)
Amounts reported under GAAP	$	61			40	$	1.53
Effect of public stock offering		—			40		0.21
Effect of charges related to note redemptions		16			44		0.36
Effect of interest savings due to note redemptions		(8	)		44		(0.18	)
Amounts excluding the effects above	$	69				$	1.92
Effect of stock option expense under SFAS 123(R)		(9	)		40		(0.23	)
Amounts excluding the effects above	$	60				$	1.69

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