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): November 5, 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))

□   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 November 5, 2008, URS Corporation issued a press release announcing the financial results for its third quarter ended September 26, 2008.  A copy of the press release, entitled “URS Corporation Reports Third Quarter 2008 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, irrespective of any general incorporation language in any such filing.

Item 9.01               Financial Statements and Exhibits.

(c)           Exhibits

99.1 Press Release, dated November 5, 2008, entitled “URS Corporation Reports Third Quarter 2008 Results.”

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:  November 5, 2008	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall
		Vice President, Controller and Chief Accounting Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated November 5, 2008, entitled “URS Corporation Reports Third Quarter 2008 Results.”

3

EX-99.1

EXHIBIT 99.1

Contacts:

URS Corporation                                                                      Sard Verbinnen & Co

H. Thomas Hicks                                                                      Hugh Burns/Jane Simmons

Vice President                                                                             (212) 687-8080

& Chief Financial Officer

(415) 774-2700

URS CORPORATION REPORTS THIRD QUARTER 2008 RESULTS

Revenues Increase 104%, Net Income up 70% from Third Quarter 2007 Results

Full Year Guidance Raised

SAN FRANCISCO, CA – November 5, 2008 – URS Corporation (NYSE: URS) today reported its financial results for the third quarter of fiscal 2008, which ended on September 26, 2008.  Revenues for the quarter were $2.59 billion, compared with revenues of $1.27 billion during the third quarter of 2007, a 104.1% increase.  Net income for the third quarter of 2008 was $65.8 million, a 70.0% increase from the $38.7 million reported for the corresponding period in 2007, and earnings per share (“EPS”) for the third quarter of 2008 was $0.79, fully diluted, 8.2% higher than the fully diluted EPS of $0.73 for the same period last year.  The results for the quarter ended September 26, 2008 include the operations obtained through the acquisition of Washington Group International, Inc. (“WGI”).

For the purpose of calculating diluted EPS, weighted-average shares outstanding were 82.8 million for the third quarter of 2008.

Commenting on the Company’s financial results, Martin M. Koffel, Chairman and Chief Executive Officer, stated: “We are very pleased with the Company’s third quarter results, which reflect continued solid performance across all of our markets, as well as our position as a premier E&C and technical services company and a leader in large, long-term growth markets.”

4

Mr. Koffel continued, “URS’ third quarter results were positively affected by several items, including higher performance-based fees and incentives on various projects performed by the Washington Division, including $17.7 million of pre-tax earnings on a Department of Energy nuclear waste processing facility project, and performance-based incentive fee recognition on several EG&G projects.  Although we do not expect these events to occur every quarter, the business continues to perform well and we have increased our EPS guidance for 2008.”

“We continue to pay close attention to current economic conditions.  However, our strong position in markets that are resilient to economic downturns and the fact that more than 50% of our revenues are derived from government funding give us confidence in our ability to deliver revenue and profit growth next year.  Our optimism is supported by our $18.0 billion backlog and $33.1 billion book of business, both of which are records for the Company.”

Business Segment Results

In addition to providing consolidated financial results, URS reports separate financial information for its three divisions: the URS Division, the EG&G Division and the Washington Division.  The URS Division performs program management, planning, design and engineering, and construction management services in the federal, infrastructure, and industrial and commercial markets.  The EG&G Division primarily serves the federal market, providing program management, systems engineering and technical assistance, and operations and maintenance services to the U.S. Departments of Defense, State, Homeland Security and Treasury, NASA and other agencies.  The Washington Division provides program management, planning, design and engineering, construction, operations and maintenance, and decommissioning and closure services to customers in the power, infrastructure, industrial and commercial and federal markets.

Following the WGI acquisition, URS realigned several of its businesses among its three operating segments, effective for fiscal year 2008.  Consequently, quarterly results for each division are not comparable to the third quarter of last year.  For the third quarter of 2008:

URS Division reported revenues of $839.7 million and operating income of $59.7 million.

EG&G Division reported revenues of $606.8 million and operating income of $42.0 million.

Washington Division reported revenues of $1.15 billion and operating income of $62.0 million.

5

Outlook for the Remainder of Fiscal 2008

URS announced that it has revised its outlook for fiscal 2008 based on the Company's continued positive outlook for its underlying businesses.  URS continues to expect that fiscal 2008 revenues will be approximately $9.8 billion.  Based upon our current expectations, URS now expects that 2008 net income will be between $215 and $223 million, compared to its prior estimate of $197 and $207 million, and EPS will be in the range of $2.60 to $2.70.  Previously, URS expected EPS would be between $2.36 and $2.48.

In addition, the Company expects that its effective tax rate in 2008 will be approximately 42%.  The Company reaffirmed its expectation that fully diluted weighted-average shares outstanding will be approximately 83 million.  And finally, URS expects interest expense in 2008 to be approximately $90 million.

Webcast Information

URS will host a dial-in conference call on Thursday, November 6, 2008 at 11:00 a.m. (EST), to discuss its third quarter fiscal 2008 results.  A live webcast of this call will be available on the investor relations portion of URS’ website at www.urscorp.com.

URS Corporation 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).

6

TABLES TO FOLLOW

# # #

Statements contained in this earnings release that are not historical facts may constitute forward-looking statements, including statements relating to future revenues, future net income and earnings per share, future backlog and book of business, future tax rates, future outstanding shares, future interest expenses 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 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; recent declines in the financial markets; changes in the Company’s book of business; the Company’s compliance with government contract procurement regulations; the Company’s leveraged position and the ability to service its debt; restrictive covenants in the Company’s 2007 Credit Facility; the Company’s integration of 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 assumptions; the Company’s accounting methods; impairment of the Company’s goodwill; the Company’s and its partners’ ability to bid on, win, perform and renew contracts and projects; the Company’s dependence on partners, subcontractors and suppliers; customer payment defaults; the Company’s ability to recover on claims; availability of bonding and insurance; environmental liabilities; liabilities for pending and future litigation; the impact of changes in laws and regulations; nuclear energy indemnification; a decline in defense spending; industry competition; the Company’s ability to attract and retain key individuals; employee, agent or 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 September 26, 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 statements.

7

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

(In thousands, except per share data)

	September 26, 2008			December 28, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	221,630		$	256,502
Accounts receivable, including retentions of $57,990 and $58,366, respectively		1,013,708			1,015,052
Costs and accrued earnings in excess of billings on contracts in process		1,133,612			1,023,302
Less receivable allowances		(47,143	)		(51,173	)
Net accounts receivable		2,100,177			1,987,181
Deferred tax assets		128,013			133,888
Prepaid expenses and other assets		179,342			210,807
Total current assets		2,629,162			2,588,378
Investments in unconsolidated affiliates		266,431			206,721
Property and equipment at cost, net		349,810			357,907
Intangible assets, net		526,774			572,974
Goodwill		3,150,834			3,139,618
Other assets		60,753			64,367
Total assets	$	6,983,764		$	6,929,965
LIABILITIES, MINORITY INTERESTS, AND STOCKHOLDERS’ EQUITY
Current liabilities:
Book overdrafts	$	26,314		$	15,638
Current portion of long-term debt		18,086			17,964
Accounts payable and subcontractors payable, including retentions of $86,660 and $73,491, respectively		786,675			693,614
Accrued salaries and wages		445,030			486,853
Billings in excess of costs and accrued earnings on contracts in process		228,196			296,752
Accrued expenses and other		157,593			170,782
Total current liabilities		1,661,894			1,681,603
Long-term debt		1,119,160			1,288,817
Deferred tax liabilities		222,630			137,058
Self-insurance reserves		102,379			73,253
Pension, post-retirement, and other benefit obligations		138,078			156,843
Other long-term liabilities		82,923			88,735
Total liabilities		3,327,064			3,426,309
Commitments and contingencies
Minority interests		26,926			25,086
Stockholders’ equity:
Preferred stock, authorized 3,000 shares; no shares outstanding		—			—
Common stock, par value $.01; authorized 200,000 shares; 84,557 and 83,355 shares issued, respectively; and 83,505 and 83,303 shares outstanding, respectively		845			833
Treasury stock, 1,052 and 52 shares at cost, respectively		(42,585	)		(287	)
Additional paid-in capital		2,825,728			2,797,238
Accumulated other comprehensive income		7,075			16,635
Retained earnings		838,711			664,151
Total stockholders’ equity		3,629,774			3,478,570
Total liabilities, minority interests and stockholders’ equity	$	6,983,764		$	6,929,965

8

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - - UNAUDITED

(In thousands, except per share data)

	Three Months Ended						Nine Months Ended
	September 26, 2008			September 28, 2007			September 26, 2008			September 28, 2007
Revenues	$	2,588,091		$	1,267,997		$	7,378,062			3,643,634
Cost of revenues		(2,448,700	)		(1,189,647	)		(7,008,457	)		(3,418,286	)
General and administrative expenses		(20,440	)		(12,963	)		(57,076	)		(40,571	)
Equity in income of unconsolidated affiliates		24,289			4,284			81,021			11,041
Operating income		143,240			69,671			393,550			195,818
Interest expense		(21,401	)		(2,935	)		(70,146	)		(10,926	)
Income before income taxes and minority interests		121,839			66,736			323,404			184,892
Income tax expense		(51,028	)		(26,956	)		(136,013	)		(75,987	)
Minority interests in income of consolidated subsidiaries, net of tax		(5,046	)		(1,087	)		(12,831	)		(3,049	)
Net income		65,765			38,693			174,560			105,856
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax		(13,380	)		682			(7,962	)		3,858
Interest rate swaps, net of tax		1,201			—			(1,598	)		—
Comprehensive income	$	53,586		$	39,375		$	165,000		$	109,714
Earnings per share:
Basic	$	.80		$	.74		$	2.13		$	2.05
Diluted	$	.79		$	.73		$	2.11		$	2.01
Weighted-average shares outstanding
Basic		82,296			51,944			82,031			51,559
Diluted		82,794			52,751			82,739			52,546

9

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(In thousands)

	Three Months Ended						Nine Months Ended
	September 26, 2008			September 28, 2007			September 26, 2008			September 28, 2007
Cash flows from operating activities:
Net income	$	65,765		$	38,693		$	174,560		$	105,856
Adjustments to reconcile net income to net cash from operating activities:
Depreciation		22,304			9,813			66,147			29,029
Amortization of intangible assets		12,526			250			39,374			750
Amortization of debt issuance costs		2,141			429			6,280			1,286
Normal profit		2,662			(386	)		(6,098	)		(1,450	)
Provision for doubtful accounts		1,851			578			3,324			2,305
Deferred income taxes		26,142			(229	)		66,242			(863	)
Stock-based compensation		7,805			6,146			22,095			20,070
Excess tax benefits from stock-based compensation		(3,523	)		(2,467	)		(3,865	)		(6,489	)
Minority interests in income of consolidated subsidiaries, net of tax		5,046			1,087			12,831			3,049
Changes in operating assets, liabilities and other, net of effects of acquisitions:
Accounts receivable and costs and accrued earnings in excess of billings on contracts in process		(19,113	)		5,261			(100,173	)		(52,878	)
Prepaid expenses and other assets		(20,913	)		3,641			(12,339	)		(11,641	)
Investments in unconsolidated affiliates		(5,460	)		4,282			(19,070	)		12,706
Accounts payable, accrued salaries and wages and accrued expenses		(16,551	)		30,706			9,192			70,289
Billings in excess of costs and accrued earnings on contracts in process		261			24,722			6,673			(14,593	)
Other long-term liabilities		(26,539	)		7,792			(11,831	)		7,175
Other assets, net		9,709			(6,083	)		9,774			(15,654	)
Total adjustments and changes		(1,652	)		85,542			88,556			43,091
Net cash from operating activities		64,113			124,235			263,116			148,947
Cash flows from investing activities:
Payments for business acquisitions, net of cash acquired		(24,468	)		(6,328	)		(26,784	)		(6,328	)
Proceeds from disposal of property and equipment, and sale-leaseback transactions		2,287			—			10,722			—
Investments in unconsolidated affiliates		(4,919	)		—			(28,035	)		—
Change in restricted cash		(2,071	)		—			(134	)		—
Capital expenditures, less equipment purchased through capital leases and equipment notes		(16,701	)		(9,152	)		(62,329	)		(22,354	)
Net cash from investing activities		(45,872	)		(15,480	)		(106,560	)		(28,682	)
Cash flows from financing activities:
Long-term debt principal payments		(72,433	)		(41,457	)		(176,777	)		(77,226	)
Net borrowings (payments) under lines of credit and short-term notes		(39	)		1,039			(259	)		(3,749	)
Net change in book overdrafts		25,210			(707	)		10,676			(3,222	)
Capital lease obligation payments		(1,953	)		(2,602	)		(5,949	)		(9,491	)
Excess tax benefits from stock-based compensation		3,523			2,467			3,865			6,489
Proceeds from employee stock purchases and exercises of stock options		13,456			10,282			19,314			18,720
Purchase of treasury stock		(42,298	)		—			(42,298	)		—
Net cash from financing activities		(74,534	)		(30,978	)		(191,428	)		(68,479	)
Net increase (decrease) in cash and cash equivalents		(56,293	)		77,777			(34,872	)		51,786
Cash and cash equivalents at beginning of period		277,923			63,511			256,502			89,502
Cash and cash equivalents at end of period	$	221,630		$	141,288		$	221,630		$	141,288

10

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED (continued)

(In thousands)

	Three Months Ended					Nine Months Ended
	September 26, 2008			September 28, 2007		September 26, 2008			September 28, 2007
Supplemental information:
Interest paid	$	17,878		$	1,990	$	63,794		$	10,272
Taxes paid	$	18,512		$	6,282	$	44,336		$	53,176
Supplemental schedule of noncash investing and financing activities:
Fair value of assets acquired (net of cash acquired)	$	9,747		$	—	$	9,747		$	16,888
Liabilities assumed		(9,497	)		—		(9,497	)		(127	)
Non cash business acquisitions	$	250		$	—	$	250		$	16,761
Equipment acquired with capital lease obligations and equipment note obligations	$	2,224		$	2,430	$	8,895		$	13,679

11

URS CORPORATION AND SUBSIDIARIES

BOOK OF BUSINESS

(In billions) As of September 26, 2008	Total
Backlog:
Power	$	1.9
Infrastructure		2.5
Industrial and commercial		3.3
Federal		10.3
Total Backlog	$	18.0

(In billions) As of September 26, 2008	URS Division		EG&G Division		Washington Division		Total
Backlog	$	2.8	$	8.1	$	7.1	$	18.0
Designations		1.5		—		0.9		2.4
Option years		0.5		2.2		1.1		3.8
Indefinite delivery contracts		4.1		2.6		2.2		8.9
Total book of business	$	8.9	$	12.9	$	11.3	$	33.1

URS CORPORATION AND SUBSIDIARIES

REVENUES AND OPERATING INCOME BY SEGMENT

(In millions)	Three Months Ended September 26, 2008			Three Months Ended September 28, 2007			Nine Months Ended September 26, 2008			Nine Months Ended September 28, 2007
Revenues
URS Division	$	839.7		$	801.4		$	2,546.4		$	2,330.7
EG&G Division		606.8			377.0			1,732.2			1,085.4
Washington Division		1,154.8			102.5			3,137.6			270.6
Inter-segment, eliminations and other		(13.2	)		(12.9	)		(38.1	)		(43.1	)
Total revenues	$	2,588.1		$	1,268.0		$	7,378.1		$	3,643.6
Operating income
URS Division	$	59.7		$	57.6		$	184.1		$	165.9
EG&G Division		42.0			20.1			101.0			57.2
Washington Division		62.0			5.1			165.5			14.1
Inter-segment, eliminations and other		—			(0.1	)		—			(0.8	)
General and administrative expenses		(20.5	)		(13.0	)		(57.1	)		(40.6	)
Total operating income	$	143.2		$	69.7		$	393.5		$	195.8

12

URS CORPORATION AND SUBSIDIARIES

REVENUE BREAKDOWN BY DIVISION

Three months ended September 26, 2008 (In millions)	Power		Infrastructure		Federal		Industrial and Commercial		Total
URS Division	$	53	$	361	$	140	$	280	$	834
EG&G Division		—		—		606		—		606
Washington Division		403		83		166		496		1,148
Total	$	456	$	444	$	912	$	776	$	2,588

Nine months ended September 26, 2008 (In millions)	Power		Infrastructure		Federal		Industrial and Commercial		Total
URS Division	$	202	$	1,063	$	444	$	823	$	2,532
EG&G Division		—		—		1,730		—		1,730
Washington Division		1,161		254		390		1,311		3,116
Total	$	1,363	$	1,317	$	2,564	$	2,134	$	7,378

13