10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ____________ to _____________

Commission file number 1-7567

URS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	94-1381538
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
600 Montgomery Street, 26th Floor
San Francisco, California	94111-2728
(Address of principal executive offices)	(Zip Code)

(415) 774-2700

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer oNon-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at October 31, 2011
Common Stock, $.01 par value	79,615,799

URS CORPORATION AND SUBSIDIARIES

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements may be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “potential,” “intend,” “may,” “plan,” “predict,” “project,” “will,” and similar terms used in reference to our future revenues, services, project awards and business trends; future accounting, goodwill and actuarial estimates; future goodwill impairments and related tax deductions; future contract gains or losses; future backlog and book of business conversion; future income tax payments and deductions; future stock-based compensation expenses; future bonus, pension and post-retirement expenses; future compliance with regulations; future legal proceedings and accruals; future bonding and insurance coverage; future debt payments; future capital expenditures and commitments; future effectiveness of our disclosure and internal controls over financial reporting and 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 expressed or implied in our forward-looking statements:  declines in the economy or client spending; changes in our book of business; our compliance with government contract procurement regulations; integration of acquisitions; employee, agent or partner misconduct; our ability to procure government contracts; liabilities for pending and future 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; the impact of changes in laws and regulations; nuclear indemnifications and insurance; misstatements in expert reports; 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 international operations; business activities in high security risk countries; information technology 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 Management’s Discussion and Analysis of Financial Condition and Results of Operationsbeginning on page 40, Risk Factors beginning on page 76, as well as in other reports subsequently filed from time to time with the United States Securities and Exchange Commission.  We assume no obligation to revise or update any forward-looking statements.

PART I.	FINANCIAL INFORMATION:
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets
		September 30, 2011 and December 31, 2010	2
	Condensed Consolidated Statements of Operations
		Three and nine months ended September 30, 2011 and October 1, 2010	3
	Condensed Consolidated Statements of Comprehensive Income
		Three and nine months ended September 30, 2011 and October 1, 2010	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity
		Nine months ended September 30, 2011 and October 1, 2010	5
	Condensed Consolidated Statements of Cash Flows
		Nine months ended September 30, 2011 and October 1, 2010	7
	Notes to Condensed Consolidated Financial Statements		9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		40
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		74
Item 4.	Controls and Procedures		75
PART II.	OTHER INFORMATION:
Item 1.	Legal Proceedings		76
Item 1A.	Risk Factors		76
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		95
Item 3.	Defaults Upon Senior Securities		95
Item 4.	Removed and Reserved		95
Item 5.	Other Information		95
Item 6.	Exhibits		96

 1

PART I

FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

6

(In millions, except per share data)

	September 30, 2011			December 31, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	427.1		$	573.8
Accounts receivable, including retentions of $65.7 and $69.1, respectively		1,059.4			1,102.8
Costs and accrued earnings in excess of billings on contracts		1,390.6			1,157.1
Less receivable allowances		(47.8	)		(42.8	)
Net accounts receivable		2,402.2			2,217.1
Deferred tax assets		81.5			83.3
Other current assets		149.1			134.8
Total current assets		3,059.9			3,009.0
Investments in and advances to unconsolidated joint ventures		94.8			65.5
Property and equipment at cost, net		278.7			266.1
Intangible assets, net		537.7			514.1
Goodwill		2,793.3			3,393.2
Other assets		171.7			103.5
Total assets	$	6,936.1		$	7,351.4
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	70.9		$	60.5
Accounts payable and subcontractors payable, including retentions of $38.9 and $46.5, respectively		673.0			673.9
Accrued salaries and employee benefits		573.9			441.6
Billings in excess of costs and accrued earnings on contracts		335.5			275.8
Other current liabilities		180.6			213.3
Total current liabilities		1,833.9			1,665.1
Long-term debt		690.8			641.3
Deferred tax liabilities		261.8			326.9
Self-insurance reserves		102.6			105.9
Pension and post-retirement benefit obligations		205.5			230.8
Other long-term liabilities		220.8			180.4
Total liabilities		3,315.4			3,150.4
Commitments and contingencies (Note 16)
URS stockholders’ equity:
Preferred stock, authorized 3.0 shares; no shares outstanding		—			—
Common stock, par value $.01; authorized 200.0 shares; 87.7 and 86.9 shares issued, respectively; and 79.7 and 81.9 shares outstanding, respectively		0.9			0.9
Treasury stock, 8.0 and 5.0 shares at cost, respectively		(348.8	)		(212.1	)
Additional paid-in capital		2,951.5			2,924.3
Accumulated other comprehensive loss		(38.3	)		(36.9	)
Retained earnings		946.9			1,441.0
Total URS stockholders’ equity		3,512.2			4,117.2
Noncontrolling interests		108.5			83.8
Total stockholders’ equity		3,620.7			4,201.0
Total liabilities and stockholders’ equity	$	6,936.1		$	7,351.4

See Notes to Condensed Consolidated Financial Statements

2 

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

(In millions, except per share data)

	Three Months Ended						Nine Months Ended
	September 30,			October 1,			September 30,			October 1,
	2011			2010			2011			2010
				As Revised						As Revised
Revenues	$	2,471.7		$	2,340.1		$	7,151.8		$	6,796.9
Cost of revenues		(2,300.1	)		(2,136.5	)		(6,731.2	)		(6,345.0	)
General and administrative expenses		(18.5	)		(21.5	)		(59.9	)		(54.9	)
Acquisition-related expenses (Note 7)		—			(7.5	)		(1.0	)		(11.6	)
Goodwill impairment (Note 8)		(798.1	)		—			(798.1	)		—
Equity in income (loss) of unconsolidated joint ventures		24.8			(12.4	)		100.8			36.5
Operating income (loss)		(620.2	)		162.2			(337.6	)		421.9
Interest expense		(5.1	)		(9.5	)		(15.3	)		(23.9	)
Income (loss) before income taxes		(625.3	)		152.7			(352.9	)		398.0
Income tax benefit (expense)		39.5			(56.1	)		(45.1	)		(94.0	)
Net income (loss) including noncontrolling interests		(585.8	)		96.6			(398.0	)		304.0
Noncontrolling interests in income of consolidated subsidiaries		(37.3	)		(26.2	)		(96.1	)		(76.1	)
Net income (loss) attributable to URS	$	(623.1	)	$	70.4		$	(494.1	)	$	227.9
Earnings (loss) per share (Note 3):
Basic	$	(8.05	)	$	0.87		$	(6.36	)	$	2.81
Diluted	$	(8.05	)	$	0.87		$	(6.36	)	$	2.79
Weighted-average shares outstanding (Note 3):
Basic		77.4			81.1			77.7			81.2
Diluted		77.4			81.3			77.7			81.6

See Notes to Condensed Consolidated Financial Statements

  3

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED

(In millions)

	Three Months Ended						Nine Months Ended
	September 30,			October 1,			September 30,			October 1,
	2011			2010			2011			2010
				As Revised						As Revised
Comprehensive income (loss):
Net income (loss)  including noncontrolling interests	$	(585.8	)	$	96.6		$	(398.0	)	$	304.0
Pension and post-retirement related adjustments, net of tax		0.6			—			1.8			1.9
Foreign currency translation adjustments		(21.9	)		21.6			(3.2	)		15.2
Recognition of unrealized loss on investment in equity securities, net of tax		—			0.4			—			—
Unrealized gain on interest rate swap, net of tax		—			1.0			—			3.1
Comprehensive income (loss)		(607.1	)		119.6			(399.4	)		324.2
Noncontrolling interests in comprehensive income of consolidated subsidiaries		(37.3	)		(26.2	)		(96.1	)		(76.1	)
Comprehensive income (loss) attributable to URS	$	(644.4	)	$	93.4		$	(495.5	)	$	248.1

See Notes to Condensed Consolidated Financial Statements

4 

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY – UNAUDITED

(In millions)

												Accumulated
									Additional			Other					Total URS
	Common Stock					Treasury			Paid-in			Comprehensive			Retained		Stockholders’			Noncontrolling			Total
	Shares			Amount		Stock			Capital			Income (Loss)			Earnings		Equity			Interests			Equity
																				As Revised
Balances, January 1, 2010		84.0		$	0.9	$	(83.8	)	$	2,884.9		$	(49.2	)	$	1,153.1	$	3,905.9		$	44.6		$	3,950.5
Employee stock purchases and exercises of stock options		0.2			—		—			6.5			—			—		6.5			—			6.5
Stock repurchased in connection with exercises of stock options and vesting of restricted stock awards		(0.3	)		—		—			(16.2	)		—			—		(16.2	)		—			(16.2	)
Stock-based compensation		0.9			—		—			32.3			—			—		32.3			—			32.3
Excess tax benefits from stock-based compensation		—			—		—			3.4			—			—		3.4			—			3.4
Foreign currency translation adjustments		—			—		—			—			15.2			—		15.2			—			15.2
Pension and post-retirement related adjustments, net of tax		—			—		—			—			1.9			—		1.9			—			1.9
Interest rate swap, net of tax		—			—		—			—			3.1			—		3.1			—			3.1
Repurchases of common stock		(2.0	)		—		(85.5	)		—			—			—		(85.5	)		—			(85.5	)
Newly consolidated joint ventures		—			—		—			—			—			—		—			41.0			41.0
Distributions to noncontrolling interests		—			—		—			—			—			—		—			(71.7	)		(71.7	)
Contributions and advances from noncontrolling interests		—			—		—			—			—			—		—			7.6			7.6
Other transactions with noncontrolling interests		—			—		—			—			—			—		—			(1.2	)		(1.2	)
Net income including noncontrolling interests		—			—		—			—			—			227.9		227.9			76.1			304.0
Balances, October 1, 2010		82.8		$	0.9	$	(169.3	)	$	2,910.9		$	(29.0	)	$	1,381.0	$	4,094.5		$	96.4		$	4,190.9

See Notes to Condensed Consolidated Financial Statements

5 

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY – UNAUDITED (continued)

(In millions)

												Accumulated
									Additional			Other						Total URS
	Common Stock					Treasury			Paid-in			Comprehensive			Retained			Stockholders’			Noncontrolling			Total
	Shares			Amount		Stock			Capital			Income (Loss)			Earnings			Equity			Interests			Equity
Balances, December 31, 2010		81.9		$	0.9	$	(212.1	)	$	2,924.3		$	(36.9	)	$	1,441.0		$	4,117.2		$	83.8		$	4,201.0
Employee stock purchases and exercises of stock options		0.2			—		—			6.6			—			—			6.6			—			6.6
Stock repurchased in connection with exercises of stock options and vesting of restricted stock awards		(0.3	)		—		—			(14.2	)		—			—			(14.2	)		—			(14.2	)
Stock-based compensation		0.9			—		—			34.0			—			—			34.0			—			34.0
Excess tax benefits from stock-based compensation		—			—		—			0.8			—			—			0.8			—			0.8
Foreign currency translation adjustments		—			—		—			—			(3.2	)		—			(3.2	)		—			(3.2	)
Pension and post-retirement related adjustments, net of tax		—			—		—			—			1.8			—			1.8			—			1.8
Repurchases of common stock		(3.0	)		—		(136.7	)		—			—			—			(136.7	)		—			(136.7	)
Distributions to noncontrolling interests		—			—		—			—			—			—			—			(77.5	)		(77.5	)
Contributions and advances from noncontrolling interests		—			—		—			—			—			—			—			6.0			6.0
Other transactions with noncontrolling interests		—			—		—			—			—			—			—			0.1			0.1
Net loss including noncontrolling interests		—			—		—			—			—			(494.1	)		(494.1	)		96.1			(398.0	)
Balances, September 30, 2011		79.7		$	0.9	$	(348.8	)	$	2,951.5		$	(38.3	)	$	946.9		$	3,512.2		$	108.5		$	3,620.7

See Notes to Condensed Consolidated Financial Statements

6 

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(In millions)

	Nine Months Ended
	September 30,			October 1,
	2011			2010
				As Revised
Cash flows from operating activities:
Net income (loss) including noncontrolling interests	$	(398.0	)	$	304.0
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization		61.3			59.0
Amortization of intangible assets		44.4			34.0
Amortization of debt issuance costs		4.7			7.1
Normal profit		(1.9	)		(0.2	)
Goodwill impairment		798.1			—
Provision for doubtful accounts		6.7			1.9
Deferred income taxes		(64.5	)		26.0
Stock-based compensation		34.0			32.3
Excess tax benefits from stock-based compensation		(0.8	)		(3.4	)
Equity in income of unconsolidated joint ventures		(100.8	)		(36.5	)
Dividends received from unconsolidated joint ventures		88.4			70.5
Changes in operating assets, liabilities and other, net of effects of consolidation and/or deconsolidation of joint ventures and business acquisitions:
Accounts receivable and costs and accrued earnings in excess of billings on contracts		(131.0	)		(91.8	)
Other current assets		(16.3	)		4.9
Advances to unconsolidated joint ventures		(5.2	)		(1.7	)
Accounts payable, accrued salaries and employee benefits, and other current liabilities		47.6			(18.9	)
Billings in excess of costs and accrued earnings on contracts		43.2			(42.2	)
Other long-term liabilities		9.0			14.1
Other assets		(56.4	)		(5.6	)
Total adjustments and changes		760.5			49.5
Net cash from operating activities		362.5			353.5
Cash flows from investing activities:
Payments for business acquisitions, net of cash acquired, and for exercised shares in connection with a prior business acquisition		(278.8	)		(288.0	)
Changes in cash related to consolidation and/or deconsolidation of joint ventures		—			20.7
Proceeds from disposal of property and equipment		6.5			4.2
Investments in unconsolidated joint ventures		(12.6	)		(6.0	)
Changes in restricted cash		6.7			(16.5	)
Capital expenditures, less equipment purchased through capital leases and equipment notes		(61.7	)		(34.1	)
Maturity of short-term investment		—			30.2
Net cash from investing activities		(339.9	)		(289.5	)

See Notes to Condensed Consolidated Financial Statements

7 

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED (continued)

(In millions)

	Nine Months Ended
	September 30,			October 1,
	2011			2010
				As Revised
Cash flows from financing activities:
Borrowing from revolving line of credit		100.0			—
Payments on revolving line of credit and long-term debt		(56.1	)		(82.4	)
Net borrowings under lines of credit and short-term notes		11.3			4.0
Net change in overdrafts		(18.2	)		(4.5	)
Payments on capital lease obligations		(5.8	)		(5.1	)
Excess tax benefits from stock-based compensation		0.8			3.4
Proceeds from employee stock purchases and exercises of stock options		6.6			6.5
Distributions to noncontrolling interests		(77.5	)		(71.7	)
Contributions and advances from noncontrolling interests		6.3			7.2
Repurchases of common stock		(136.7	)		(85.5	)
Net cash from financing activities		(169.3	)		(228.1	)
Net change in cash and cash equivalents		(146.7	)		(164.1	)
Cash and cash equivalents at beginning of period		573.8			720.6
Cash and cash equivalents at end of period	$	427.1		$	556.5
Supplemental information:
Interest paid	$	10.4		$	18.2
Taxes paid	$	137.0		$	25.4
Supplemental schedule of non-cash investing and financing activities:
Equipment acquired with capital lease obligations and equipment note obligations	$	8.1		$	10.0
Loan Notes issued and consideration for vested shares exercisable in connection with an acquisition	$	—		$	34.3

See Notes to Condensed Consolidated Financial Statements

8 

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

NOTE 1.  BUSINESS, BASIS OF PRESENTATION, AND ACCOUNTING POLICIES

Overview

The terms “we,” “us,” and “our” used in these financial statements refer to URS Corporation and its consolidated subsidiaries unless otherwise indicated.  We are a leading international provider of engineering, construction and technical services.  We offer a broad range of program management, planning, design, engineering, construction and construction management, operations and maintenance, and decommissioning and closure services to public agencies and private sector clients around the world.  We also are a United States (“U.S.”) federal government contractor in the areas of systems engineering and technical assistance, operations and maintenance, and information technology (“IT”) services.  Headquartered in San Francisco, we have more than 47,000 employees in a global network of offices and contract-specific job sites in more than 40 countries.  We operate through three reporting segments:  the Infrastructure & Environment business, the Federal Services business and the Energy & Construction business.

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

You should read our unaudited condensed consolidated financial statements in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2010.  The results of operations for the three and nine months ended September 30, 2011 are not indicative of the operating results for the full year or for future years.

In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments that are necessary for a fair statement of our financial position, results of operations and cash flows for the interim periods presented.

The preparation of our unaudited condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the balance sheet dates as well as the reported amounts of revenues and costs during the reporting periods.  Actual results could differ from those estimates.  On an ongoing basis, we review our estimates based on information that is currently available.  Changes in facts and circumstances may cause us to revise our estimates.

Principles of Consolidation and Basis of Presentation

Our condensed consolidated financial statements include the financial position, results of operations and cash flows of URS Corporation and our majority-owned subsidiaries and joint ventures that are required to be consolidated.

On June 1, 2011, we completed the acquisition of Apptis Holdings, Inc. (“Apptis”).  The operating results of Apptis from the acquisition date through September 30, 2011 are included in our condensed consolidated financial statements under the Federal Services business.  See Note 7, “Acquisition,” for more information regarding this acquisition.

Investments in unconsolidated joint ventures are accounted for using the equity method and are included as investments in and advances to unconsolidated joint ventures on our Condensed Consolidated Balance Sheets.  All significant intercompany transactions and accounts have been eliminated in consolidation.

9

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

Revision of Previously Issued Financial Statements

We identified an error this quarter related to the calculation and presentation of income tax expense.  Historically, we have included income tax expense related to the noncontrolling interests’ share of all of our consolidated joint ventures including both taxable entities and entities that pass taxable income through to their partners (“pass-through entities”).  We have concluded that income tax expense should not include amounts related to the noncontrolling interests’ share of consolidated joint ventures that are pass-through entities.  Our past treatment resulted in an overstatement of income tax expense with an identical offset to net income attributable to noncontrolling interests.  As a result, income tax expense was overstated and noncontrolling interests in income of consolidated subsidiaries was understated for the three and nine months ended October 1, 2010 by $8.8 million and $23.3 million, respectively.  Our effective income tax rate for the three and nine months ended October 1, 2010 was overstated by 5.8 percentage points and 5.9 percentage points, respectively.

This revision had no impact on operating income, income before taxes, net income attributable to URS or earnings per share (“EPS”).  There was also no impact on our Condensed Consolidated Balance Sheets, or on cash flows from operating, investing or financing activities; however, there were misclassifications that impacted line items within cash flows from operating activities.  Similarly, there were misclassifications within our Condensed Consolidated Statements of Comprehensive Income and our Condensed Consolidated Statements of Changes in Stockholders’ Equity that had no impact on previously reported comprehensive income attributable to URS or total stockholders’ equity.

We assessed the materiality of this error in accordance with the SEC’s Staff Accounting Bulletin 99 and concluded that the previously issued financial statements were not materially misstated.  In accordance with the SEC’s Staff Accounting Bulletin 108, we have corrected these immaterial errors by revising the previously issued financial statements included in this document.

Accordingly, the condensed consolidated financial statements for the three and nine months ended October 1, 2010 have been revised to correct the immaterial errors described above, and this revision will be presented prospectively in future filings.

10

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

The effect of these revisions on the line items within our condensed consolidated financial statements and on the effective tax rates for the three and nine months ended October 1, 2010 is as follows:

	Three Months Ended									Nine Months Ended
	October 1, 2010									October 1, 2010
	As Reported			Adjustment			As Revised			As Reported			Adjustment			As Revised
(In millions, except for percentages)
Condensed Consolidated Statements of Operations Data:
Income before income taxes	$	152.7		$	—		$	152.7		$	398.0		$	—		$	398.0
Income tax expense		(64.9	)		8.8			(56.1	)		(117.3	)		23.3			(94.0	)
Net income including noncontrolling interests		87.8			8.8			96.6			280.7			23.3			304.0
Noncontrolling interests in income of consolidated subsidiaries		(17.4	)		(8.8	)		(26.2	)		(52.8	)		(23.3	)		(76.1	)
Net income attributable to URS	$	70.4		$	—		$	70.4		$	227.9		$	—		$	227.9
Effective income tax rate		42.5	%		5.8	%		36.7	%		29.5	%		5.9	%		23.6	%
Condensed Consolidated Statements of Comprehensive Income Data:
Net income including noncontrolling interests	$	87.8		$	8.8		$	96.6		$	280.7		$	23.3		$	304.0
Comprehensive income	$	110.8		$	8.8		$	119.6		$	300.9		$	23.3		$	324.2
Noncontrolling interests in comprehensive income of consolidated subsidiaries	$	(17.4	)	$	(8.8	)	$	(26.2	)	$	(52.8	)	$	(23.3	)	$	(76.1	)

	Nine Months Ended
	October 1, 2010
	As Reported			Adjustment			As Revised
(In millions)
Condensed Consolidated Statements of Changes in Stockholders' Equity Data:
Distributions to noncontrolling interests	$	(48.4	)	$	(23.3	)	$	(71.7	)
Net income including noncontrolling interests	$	52.8		$	23.3		$	76.1
Condensed Consolidated Statements of Cash Flows Data:
Cash flows from operating activities:
Net income including noncontrolling interests	$	280.7		$	23.3		$	304.0
Accounts payable, accrued salaries and employee benefits, and other current liabilities	$	4.4		$	(23.3	)	$	(18.9	)

Reclassifications

We made reclassifications to the prior year’s financial statements to conform them to the current period’s presentation.  These reclassifications have no effect on our consolidated net assets or net cash flows.

11

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with maturities of 90 days or less at the date of purchase and include interest-bearing bank deposits and money market funds.  At September 30, 2011 and December 31, 2010, restricted cash balances were $21.3 million and $28.0 million, respectively.  These amounts were included in “Other current assets” on our Condensed Consolidated Balance Sheets.  For cash held by our consolidated joint ventures, see Note 5, “Joint Ventures.”

NOTE 2.  ADOPTED AND OTHER RECENTLY ISSUED STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS

An accounting standard update related to new disclosures about fair value measurements was issued.  Part of the standard was effective for us in the first quarter of our 2010 fiscal year.  The additional requirement to reconcile recurring Level 3 measurements, including purchases, sales, issuances and settlements on a gross basis, became effective for us beginning with the first quarter of our 2011 fiscal year.  The adoption of the final part of the standard did not have a material impact on our condensed consolidated financial statements.

An accounting standard update regarding fair value measurement was issued to conform the definition of fair value and common requirements for measurement of and disclosure about fair value under U.S. GAAP and International Financial Reporting Standards.  The amended standard also clarifies the application of existing fair value measurement requirements and expands the disclosure requirements for fair value measurements that are estimated using significant unobservable Level 3 inputs.  The standard update is effective for us beginning with our first interim period of fiscal year 2012.  We do not expect the adoption of the standard to have a material impact on our condensed consolidated financial statements.

An accounting standard update related to the way companies test for impairment of goodwill was issued.  Pursuant to this accounting update, goodwill of the reporting unit is not impaired if the carrying amount of a reporting unit is greater than zero and its fair value exceeds its carrying amount.  In that event, the second step of the impairment test is not required.  However, if the carrying amount of a reporting unit is zero or negative, the second step of the impairment test is required to be performed to measure the amount of impairment loss, if any, when it is more likely than not that goodwill impairment exists.  In considering whether it is more likely than not that goodwill impairment exists, a company must evaluate whether there are qualitative factors that could adversely affect goodwill.  Consistent with the prior requirements, this test must be performed annually or, if an event occurs or circumstances exist that indicate that it is more likely than not that goodwill impairment exists, in the interim.  This standard became effective for us beginning in the first quarter of our 2011 fiscal year.  The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

An accounting standard update related to goodwill impairment testing was issued.  The update gives companies the option to perform a qualitative assessment to first assess whether the fair value of a reporting unit is less than its carrying amount.  If an entity determines it is more likely than not that the fair value of the reporting unit is more than its carrying amount, then performing the two-step impairment test is unnecessary.  The update will become effective for us beginning with our first interim period of fiscal year 2012, but early adoption is allowed.  We have not determined when we will adopt this accounting standard; however, we do not expect the adoption of the standard to have a material impact on our condensed consolidated financial statements.

An accounting standard related to the presentation of other comprehensive income was issued to increase the prominence of items reported in other comprehensive income.  The amended standard requires the components of net income and the components of other comprehensive income to be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements and other disclosures.  This standard will become effective for us beginning with the first quarter of fiscal year 2012; however, early adoption is permitted.  We have partially adopted the standard and will adopt it fully no later than the first quarter of our 2012 fiscal year.  As this accounting standard only requires enhanced disclosure, the adoption of this standard will not significantly impact our condensed consolidated financial statements.

12

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

An accounting standard update was issued related to disclosure requirements for multiemployer pension plans and multiemployer plans that provide postretirement benefits other than pensions.  The update requires employers participating in either of these types of plans, if they are significant plans, to provide additional quantitative and qualitative disclosures on an annual basis with more detailed information regarding an employer’s involvement in the plans, financial health of the plans and the nature of the employer commitments to the plan.  This standard will become effective for us for the fiscal year ending December 30, 2011.  This update affects only disclosures, not accounting.  Therefore, we do not expect any impact on our consolidated financial statements from the adoption of this guidance.

NOTE 3.  EARNINGS PER SHARE

In our computation of diluted EPS, we exclude the potential shares related to stock options that are issued and unexercised where the exercise price exceeds the average market price of our common stock during the period.  Since we recorded an estimated goodwill impairment charge of $798.1 million during the three months ended September 30, 2011, which resulted in net losses for both the three and nine months ended September 30, 2011, no dilution was applied to our basic weighted-average shares outstanding for those periods, as all potential shares were anti-dilutive.  We also exclude nonvested restricted stock awards and units that have an anti-dilutive effect on EPS or that currently have not met performance conditions.

The following table summarizes the components of weighted-average common shares outstanding for both basic and diluted EPS:

	Three Months Ended				Nine Months Ended
	September 30,		October 1,		September 30,		October 1,
(In millions)	2011		2010		2011		2010
Weighted-average common stock shares outstanding – Basic (1)		77.4		81.1		77.7		81.2
Effect of dilutive stock options, restricted stock awards and units and employee stock purchase plan shares		—		0.2		—		0.4
Weighted-average common stock outstanding – Diluted		77.4		81.3		77.7		81.6

(1)   Weighted-average common stock outstanding is net of treasury stock.

	September 30,		October 1,
(In millions)	2011		2010
Anti-dilutive equity awards not included above		1.7		0.9

13

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

NOTE 4.  ACCOUNTS RECEIVABLE AND COSTS AND ACCRUED EARNINGS IN EXCESS OF BILLINGS ON CONTRACTS

Accounts receivable in the accompanying Condensed Consolidated Balance Sheets are primarily comprised of amounts billed to clients for services already provided, but which have not yet been collected.  Occasionally, under the terms of specific contracts, we are permitted to submit invoices in advance of providing our services to our clients and to the extent they have not been collected, these amounts are also included in accounts receivable.

Costs and accrued earnings in excess of billings on contracts in the accompanying Condensed Consolidated Balance Sheets represent unbilled amounts earned and reimbursable under contracts.  These amounts become billable according to the contract terms, which usually consider the passage of time, achievement of milestones or completion of the project.  Generally, such unbilled amounts will be billed and collected over the next twelve months.

Accounts receivable and costs and accrued earnings in excess of billings on contracts include certain amounts recognized related to unapproved change orders (amounts representing the value of proposed contract modifications, but which are unapproved as to both price and scope) and claims, (amounts in excess of agreed contract prices that we seek to collect from our clients or others) that have not been collected and, in the case of balances included in accrued earnings in excess of billings on contracts, may not be billable until an agreement, or in the case of claims, a settlement is reached.  Most of those balances are not material and are typically resolved in the ordinary course of business.

Our accounts receivable include retentions associated with long-term contracts, which are generally not billable until near or at the completion of the projects or milestones and/or delivery of services.  As such, these amounts will generally be billed for contracts with terms in excess of one year from the service date.  Our costs and accrued earnings in excess of billings on contracts include amounts related to milestone payment clauses, which provide for payments to be received beyond a year from the date service occurs.  Based on our historical experience, we generally consider the collection risk related to these amounts to be low.  When events or conditions indicate that the amounts outstanding may become uncollectible, an allowance is estimated and recorded.  As of September 30, 2011 and December 31, 2010, we had receivables with contractual terms in excess of one year of $166.8 million and $146.8 million, respectively.

The following table summarizes the components of our accounts receivable and costs and accrued earnings in excess of billings on contracts with the U.S. federal government and with other customers as of September 30, 2011 and December 31, 2010:

	September 30,		December 31,
(In millions)	2011		2010
Accounts receivable:
U.S. federal government	$	405.4	$	398.8
Others		654.0		704.0
Total accounts receivable	$	1,059.4	$	1,102.8
Costs and accrued earnings in excess of billings on contracts:
U.S. federal government	$	765.6	$	662.4
Others		625.0		494.7
Total costs and accrued earnings in excess of billings on contracts	$	1,390.6	$	1,157.1

14

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

NOTE 5.  JOINT VENTURES

The following are examples of activities currently being performed by our significant consolidated and unconsolidated joint ventures:

·   Engineering, procurement and construction of a concrete dam;

·   Liquid waste management services, including the decontamination of a former nuclear fuel reprocessing facility and nuclear hazardous waste processing;

·   Management of ongoing tank cleanup effort, including retrieving, treating, storing and disposing of nuclear waste that is stored at tank farms;

·   Management and operation services, including commercial operations, decontamination, decommissioning, and waste management of a nuclear facility in the United Kingdom (“U.K.”); and

·   Procurement and construction of levee improvements.

In accordance with the current consolidation standard, we analyzed all of our joint ventures and classified them into two groups:

·   Joint ventures that must be consolidated because they are either not variable interest entities (“VIEs”) and we hold the majority voting interest, or because they are VIEs of which we are the primary beneficiary; and

·   Joint ventures that do not need to be consolidated because they are either not VIEs and we do not hold a majority voting interest, or because they are VIEs of which we are not the primary beneficiary.

We perform a quarterly review of our joint ventures to determine whether there were any changes in the status of the VIEs or changes to the primary beneficiary designation of each VIE.  We determined that no such changes occurred during the nine months ended September 30, 2011.

In the table below, we have aggregated financial information relating to our VIEs because their nature and risk and reward characteristics are similar.  None of our current joint ventures that meets the characteristics of a VIE is individually significant to our consolidated financial statements.

15

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

Consolidated Joint Ventures

The following table presents the total assets and liabilities of our consolidated joint ventures:

	September 30,		December 31,
(In millions)	2011		2010
Cash and cash equivalents	$	115.0	$	85.6
Net accounts receivable		389.6		322.1
Other current assets		0.5		1.1
Noncurrent assets		38.7		36.2
Total assets	$	543.8	$	445.0
Accounts and subcontractors payable	$	198.9	$	214.8
Billings in excess of costs and accrued earnings on contracts		37.7		7.5
Accrued expenses and other		43.2		34.9
Noncurrent liabilities		14.4		3.2
Total liabilities		294.2		260.4
Total URS equity		141.0		100.8
Noncontrolling interests		108.6		83.8
Total owners’ equity		249.6		184.6
Total liabilities and owners’ equity	$	543.8	$	445.0

Total revenues of the consolidated joint ventures were $485.9 million and $471.7 million for the three months ended September 30, 2011 and October 1, 2010, respectively, and $1.4 billion and $1.3 billion for the nine months ended September 30, 2011 and October 1, 2010, respectively.

The assets of our consolidated joint ventures are restricted for use only by the particular joint venture and are not available for our general operations.

Unconsolidated Joint Ventures

We use the equity method of accounting for our unconsolidated joint ventures.  Under the equity method, we recognize our proportionate share of the net earnings of these joint ventures as a single line item under “Equity in income of unconsolidated joint ventures” in our Condensed Consolidated Statements of Operations.

16

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

The table below presents financial information, derived from the most recent financial statements provided to us, in aggregate, for our unconsolidated joint ventures:

	Unconsolidated
(In millions)	VIEs
September 30, 2011
Current assets	$	435.7
Noncurrent assets	$	5.4
Current liabilities	$	248.1
Noncurrent liabilities	$	2.0
December 31, 2010
Current assets	$	423.6
Noncurrent assets	$	7.0
Current liabilities	$	340.5
Noncurrent liabilities	$	0.1
Three months ended September 30, 2011 (1)
Revenues	$	307.9
Cost of revenues	$	(236.5)
Income from continuing operations before tax	$	71.4
Net income	$	66.8
Three months ended October 1, 2010 (1,2)
Revenues	$	296.5
Cost of revenues	$	(309.4)
Loss from continuing operations before tax	$	(12.9)
Net loss	$	(16.0)
Nine months ended September 30, 2011 (1)
Revenues	$	975.9
Cost of revenues	$	(746.5)
Income from continuing operations before tax	$	229.4
Net income	$	212.2
Nine months ended October 1, 2010 (1,2)
Revenues	$	943.7
Cost of revenues	$	(842.8)
Income from continuing operations before tax	$	100.9
Net income	$	92.3

(1)   Income from unconsolidated U.S. joint ventures is generally not taxable in most tax jurisdictions in the U.S.  The tax expenses on our other unconsolidated joint ventures are primarily related to foreign taxes.

(2)   In October 2010, we received notice of a ruling on the priority of claims against a bankrupt client made by one of our unconsolidated joint ventures related to the SR-125 road project in California.  The judge ruled against our joint venture’s position, finding that its mechanic’s lien did not have priority over the senior lenders.  As a result of the court’s decision, we recorded a pre-tax non-cash asset impairment charge of $25.0 million in the third quarter of 2010.

17

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

We received $47.0 million and $35.5 million, respectively, of distributions from unconsolidated joint ventures for the three months ended September 30, 2011 and October 1, 2010 and $88.4 million and $70.5 million, respectively, for the nine months ended September 30, 2011 and October 1, 2010.

Maximum Exposure to Loss

In addition to potential losses arising from the carrying values of the assets and liabilities of our unconsolidated joint ventures, our maximum exposure to loss also includes performance assurances and guarantees we sometimes provide to clients on behalf of joint ventures that we do not directly control.  We enter into these guarantees primarily to support the contractual obligations associated with the joint ventures’ projects.  The potential payment amount of an outstanding performance guarantee is typically the remaining cost of work to be performed by or on behalf of third parties under engineering and construction contracts.  However, the nature of these costs are such that we are not able to estimate amounts that may be required to be paid in excess of estimated costs to complete contracts and, accordingly, the exposure to loss as a result of these performance guarantees cannot be calculated.

NOTE 6.  PROPERTY AND EQUIPMENT

Our property and equipment consisted of the following:

	September 30,			December 31,
(In millions)	2011			2010
Computer software	$	183.2		$	174.8
Computer hardware		163.4			148.8
Construction and mining equipment		117.2			119.5
Leasehold improvements		109.5			74.6
Furniture and fixtures		92.6			67.0
Other equipment		80.4			98.0
Land and buildings		9.1			9.4
Construction in progress		0.4			3.8
		755.8			695.9
Accumulated depreciation and amortization		(477.1	)		(429.8	)
Property and equipment at cost, net (1)	$	278.7		$	266.1

(1)   The unamortized computer software costs were $62.1 million and $68.4 million, respectively, as of September 30, 2011 and December 31, 2010.

Our depreciation and amortization expense related to property and equipment was $20.5 million and $19.4 million for the three months ended September 30, 2011 and October 1, 2010, respectively, and $61.3 million and $59.0 million for the nine months ended September 30, 2011 and October 1, 2010, respectively.

18

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

NOTE 7.  ACQUISITION

On June 1, 2011, we acquired Apptis, for a purchase price of approximately $259 million, net of cash acquired.  Apptis provides IT services to the U.S. federal government.  The addition of Apptis expands our capabilities in the federal IT market.

Our condensed consolidated financial statements include the operating results of Apptis after the date of acquisition, which results are included under our Federal Services business.  Pro forma results of Apptis have not been presented because the effect of this acquisition is not material to our consolidated financial results.

The following table presents a preliminary allocation of Apptis’ identifiable assets acquired and liabilities assumed based on the estimates of their fair values as of the acquisition date.  These estimates are subject to revision, which may result in adjustments to the values presented below.  We expect to finalize these amounts within 12 months from the acquisition date.  We do not expect any adjustments to be material.

Preliminary allocation of purchase price:
			Estimated
(In millions)	Amount		Useful Life
Identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	18
Trade and other receivables		58
Other current assets		2
Property and equipment		10
Other assets		10
Identifiable intangible assets:
Customer relationships, contracts and backlog		60	10 years
Trade name and other		4	2 - 3 years
Total amount allocated to identifiable intangible assets		64
Current liabilities		(67)
Net deferred tax liabilities		(5)
Long-term liabilities		(7)
Total identifiable net assets acquired		83
Goodwill		194
Total purchase price	$	277

Intangible assets.  Of the total purchase price, $64 million has been allocated to customer relationships, contracts and backlog, trade name and other.  Customer relationships represent existing contracts and the underlying customer relationships and backlog.  We amortize the fair values of these assets based on the period over which the economic benefits of the intangible assets are expected to be realized.  The Apptis trade name and other intangible assets are amortized using the straight-line method over their estimated useful lives.  From the acquisition date through September 30, 2011, we recorded $2.6 million of amortization of intangible assets related to the acquisition of Apptis.  For the three months ended September 30, 2011, we recorded $1.9 million of amortization of intangible assets related to this acquisition.

Goodwill.  Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and intangible assets.  The factors that contributed to the recognition of goodwill included acquiring a talented workforce, capabilities in the federal IT market, and cost savings opportunities.  This acquisition generated $194 million of goodwill, which isincluded in our Federal Services business.  Of the total acquired goodwill, approximately $64 million is expected to be tax deductible.

19

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

NOTE 8.  GOODWILL

Interim Goodwill Impairment Review

We perform our annual goodwill impairment review as of the end of the first month following our September reporting period and also perform interim impairment reviews if triggering events occur.  Our 2010 annual review, performed as of October 29, 2010, did not indicate an impairment of goodwill for any of our reporting units.  Due to the recent stock market volatility and declines in our stock price, our market capitalization has been reduced.  This circumstance has prompted us to perform an interim goodwill impairment test as of September 30, 2011, and as a result, we recorded a goodwill impairment charge of $798.1 million in this quarter.  We will continue to monitor the recoverability of our goodwill.

In accordance with current accounting guidance, we have identified six reporting units for the purpose of conducting our interim goodwill impairment review.  In determining our reporting units, we considered (i) whether an operating segment or a component of an operating segment is a business, (ii) whether discrete financial information is available, (iii) whether the financial information is regularly reviewed by management of the operating segment, and (iv) how the operations are managed or how an acquired entity is integrated in the business operations.  During our fiscal year 2011, we merged the operations of our previously two reporting units in our Federal Services segment and thus, aggregated them into one reporting unit and concluded that the following are our reporting units:

·   The Infrastructure & Environment Operating Segment (the “IE reporting unit”)

·   The Federal Services Operating Segment

·   Within the Energy & Construction Operating Segment:

o   Global Management and Operations Services Group

o   Civil Construction and Mining Group

o   Industrial/Process Group

o   Power Group

The fair value measurement was calculated using unobservable inputs to the discounted cash flow method, which are classified as Level 3 within the fair value hierarchy. To arrive at the cash flow projections used in the calculation of fair values for our goodwill impairment review, we use estimates of economic and market information for the next ten years.  The key assumptions we used to estimate the fair values of our reporting units are:

·   Discount rates

·   Compounded annual revenue growth rates

·   Average operating margins, and

·   Terminal value capitalization rate (“Capitalization Rate”)

Of the key assumptions, the discount rates and the Capitalization Rate are market-driven.  These rates are derived from the use of market data and employment of the Capital Asset Pricing Model.  The company-dependent key assumptions are the compounded annual revenue growth rates and the average operating margins and are subject to much greater influence from our actions.  The company-dependent key assumptions reflect the influence of other potential assumptions, since the assumptions we identified that affect the projected operating results would ultimately affect either the revenue growth or the profitability (operating margin) of the reporting unit.  For example, any adjustment to contract volume and pricing would have a direct impact on revenue growth, and any adjustment to the reporting unit’s cost structure or operating leverage would have a direct impact on the profitability of the reporting unit.  For the purpose of the income approach, we used discount rates that are commensurate with the risk and uncertainty inherent in the respective reporting units and in our internally-developed forecasts.  Actual results may differ from those assumed in our forecasts and changes in assumptions or estimates could materially affect the determination of the fair value of a reporting unit, and therefore could affect the amount of potential impairment.

20

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

We validate our estimate of the fair value of each reporting unit under the income approach by comparing the resulting values to fair value estimates using a market approach.  A market approach estimates fair value by applying cash flow multiples to the reporting unit’s operating performance.  The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units.  When performing our interim impairment analysis, we also reconcile the total of the fair values of our reporting units with our market capitalization to determine if the sum of the individual fair values is reasonable compared to the external market indicators.  If our reconciliation indicates a significant difference between our external market capitalization and the fair values of our reporting units, we review and adjust, if appropriate, our weighted-average cost of capital and consider if the implied control premium is reasonable in light of current market conditions.

Inherent in our development of the present value of future cash flow projections are assumptions and estimates derived from a review of our expected revenue growth rates, profit margins, business plans, cost of capital and tax rates.  We also make assumptions about future market conditions, market prices, interest rates, and changes in business strategies.  Changes in our assumptions or estimates could materially affect the determination of the fair value of a reporting unit and, therefore, could eliminate the excess of fair value over the carrying value of a reporting unit entirely and, in some cases, could result in impairment.  Such changes in assumptions could be caused by a loss of one or more significant contracts, reductions in government and/or private industry spending, or a decline in the demand of our services due to changing economic conditions.  Given the contractual nature of our business, if we are unable to win or renew contracts; unable to estimate and control our contract costs; fail to adequately perform to our clients’ expectations; fail to procure third-party subcontractors, heavy equipment and materials; or fail to adequately secure funding for our projects, our profits, revenues and growth over the long-term would decline and such a decline could significantly affect the fair value assessment of our reporting units and cause our goodwill to become impaired.

Goodwill was allocated to the reporting units based upon the respective fair values of the reporting units at the time of the various acquisitions that gave rise to the recognition of goodwill.

We recorded goodwill impairment charges in five of our reporting units totaling $798.1 million ($699.3 million after tax) during the quarter ended September 30, 2011.  This non-cash charge reduces goodwill recorded in connection with previous acquisitions and does not impact our overall business operations.

The goodwill balance of our IE reporting unit as of September 30, 2011 was $759.0 million.  Based on a preliminary goodwill impairment analysis performed as of September 30, 2011, its fair value was $1,414.0 million, which is 5% above its carrying value of $1,344.7 million.  As the estimated fair value of the reporting unit was in excess of its book value, it was not necessary to perform the second step of the goodwill impairment test.  Declines in our stock price or in the values of other market participants in the construction and engineering industry could result in future impairment charges to our IE reporting unit or any of our reporting units.

The $798.1 million pre-tax charge was estimated based on a preliminary goodwill impairment analysis as of September 30, 2011.  The second step of the impairment test will be completed during the fourth quarter of 2011.  Once completed, there may be a material adjustment to the goodwill impairment charge recorded on our Condensed Consolidated Statements of Operations.

21

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

The following table presents the preliminary results of our goodwill impairment test as of September 30, 2011.

(In millions)	Goodwill Balance as of September 30, 2011 Before the Goodwill Impairment Charge		Goodwill Impairment			Goodwill Balance as of September 30, 2011 After the Goodwill Impairment Charge
Federal Services Operating Segment	$	1,048.6	$	(367.4	)	$	681.2
Within the Energy & Construction Operating Segment:
Global Management and Operations Services Group	$	565.4	$	(184.2	)	$	381.2
Civil Construction & Mining Group		293.9		(67.1	)		226.8
Industrial/Process Group		189.4		(74.1	)		115.3
Power Group		735.1		(105.3	)		629.8
Total	$	1,783.8	$	(430.7	)	$	1,353.1

NOTE 9.  INDEBTEDNESS

Indebtedness consisted of the following:

	September 30,		December 31,
(In millions)	2011		2010
Bank term loans, net of debt issuance costs	$	622.0	$	619.6
Revolving line of credit		50.0		—
Obligations under capital leases		18.9		19.4
Notes payable, Loan Notes, and foreign credit lines		70.8		62.8
Total indebtedness		761.7		701.8
Less:
Current portion of long-term debt		70.9		60.5
Long-term debt	$	690.8	$	641.3

2007 Credit Facility

As of both September 30, 2011 and December 31, 2010, the outstanding balance of term loan A was $490.0 million at interest rates of 1.24% and 1.26%, respectively.  As of both September 30, 2011 and December 31, 2010, the outstanding balance of term loan B was $135.0 million at interest rates of 2.49% and 2.51%, respectively.

Under the terms of our Senior Secured Credit Facility (“2007 Credit Facility”), our next scheduled payment would have been due in March 2012.  Our 2007 Credit Facility was replaced by a new five-year senior credit facility (“2011 Credit Facility”) as discussed in more detail below.  The proceeds from our 2011 Credit Facility were used to pay off our 2007 Credit Facility, which included outstanding term loans of $625.0 million and a revolving line of credit in the amount of $50.0 million.

Revolving Line of Credit

We had an outstanding debt balance of $50.0 million on our revolving line of credit with an interest rate of 1.19% as of September 30, 2011, but did not have an outstanding balance as of December 31, 2010.  As of September 30, 2011, we had issued $116.1 million of letters of credit, leaving $533.9 million available under our revolving credit facility.

22

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

2011 Credit Facility

On October 19, 2011, we entered into a new, five-year $1.7 billion senior credit facility, our 2011 Credit Facility, which replaced our 2007 Credit Facility.  This new senior credit facility provides a term loan facility of $700.0 million and revolving credit facilities of $1.0 billion.  As part of this facility, we can borrow up to $400.0 million in various foreign currencies and have an option to increase the size of the revolving credit facility or obtain a term loan of up to an additional $1.0 billion from new or existing lenders.

Our 2011 Credit Facility matures on October 19, 2016 and our first quarterly principal payment is due on December 28, 2012.  We have an option to prepay the term loans at any time without penalty.  Following are maturities of the outstanding loans under our 2011 Credit Facility for each of the next five years.

(In millions)	Loans Outstanding under our 2011 Credit Facility
First year	$	—
Second year		35.0
Third year		52.5
Fourth year		70.0
Fifth year		542.5
Total	$	700.0

Loans outstanding under our 2011 Credit Facility bear interest, at our option, at the base rate or at the Eurocurrency rate plus, in each case, an applicable per annum margin.  The applicable margin is determined based on the better of our debt ratings or our leverage ratio in accordance with a pricing grid.  The initial interest rate on this new facility is 1.74%, which is comprised of the London Interbank Offered Rate (“LIBOR”) plus 150 basis points.

Under our 2011 Credit Facility, we are subject to financial covenants and other customary non-financial covenants.  Our financial covenants include a maximum consolidated leverage ratio, which is calculated by dividing total debt by earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined below, and a minimum interest coverage ratio, which is calculated by dividing cash interest expense into EBITDA.  Both calculations are based on the financial data of our most recent four fiscal quarters.

For purposes of our 2011 Credit Facility, consolidated EBITDA is defined as consolidated net income attributable to URS plus interest, depreciation and amortization expense, income tax expense, and other non-cash items (including impairments of goodwill or intangible assets).  Consolidated EBITDA shall include pro-forma components of EBITDA attributable to any permitted acquisition consummated during the period of calculation.

Our 2011 Credit Facility contains restrictions, some of which apply only above specific thresholds, regarding indebtedness, liens, investments and acquisitions, contingent obligations, dividend payments, stock repurchases, asset sales, fundamental business changes, transactions with affiliates, and changes in fiscal year.

Our 2011 Credit Facility identifies various events of default and provides for acceleration of the obligations and exercise of other enforcement remedies upon default.  Events of default include our failure to make payments under the credit facility; cross-defaults; a breach of financial, affirmative and negative covenants; a breach of representations and warranties; bankruptcy and other insolvency events; the existence of unsatisfied judgments and attachments; dissolution; other events relating to the Employee Retirement Income Security Act; a change of control and invalidity of loan documents.

23

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

Our 2011 Credit Facility is guaranteed by all of our existing and future domestic subsidiaries which, on an individual basis, represent more than 10% of either our consolidated domestic assets or consolidated domestic revenues.  If necessary, additional domestic subsidiaries will be included so that assets and revenues of subsidiary guarantors are equal at all times to at least 80% of our consolidated domestic assets and consolidated domestic revenues of our available domestic subsidiaries.

The proceeds from the 2011 Credit Facility were used to pay off our 2007 Credit Facility, which included outstanding term loans of $625.0 million and revolving line of credit in the amount of $50.0 million, and to pay the related refinancing costs.  We may use the remaining proceeds and any future borrowings from our 2011 Credit Facility for general corporate purposes, including funding working capital, making capital expenditures, funding acquisitions and repurchasing our common stock.

As a result of this refinancing, we reclassified the current portion of our 2007 Credit Facility in the amount of $295.8 million as “Long-term debt” on our Condensed Consolidated Balance Sheet as of September 30, 2011.

Other Indebtedness

Notes payable, Loan Notes, and foreign credit line.  As of September 30, 2011 and December 31, 2010, we had outstanding amounts of $70.8 million and $62.8 million, respectively, in notes payable, five-year loan notes (“Loan Notes”), and foreign lines of credit.  The weighted-average interest rates of the notes were approximately 2.48% and 2.32% as of September 30, 2011 and December 31, 2010, respectively.  Notes payable primarily include notes used to finance the purchase of office equipment, computer equipment and furniture.

As of September 30, 2011 and December 31, 2010, we had $65.4 million and $62.8 million in lines of credit available under all foreign facilities, respectively.  As of September 30, 2011 and December 31, 2010, the total outstanding debt balance of our foreign credit lines was $26.3 million and $16.1 million, respectively.

Capital Leases.  As of September 30, 2011 and December 31, 2010, we had obligations under our capital leases of approximately $18.9 million and $19.4 million, respectively, consisting primarily of leases for office equipment, computer equipment and furniture.

NOTE 10.  FAIR VALUE OF DEBT INSTRUMENTS

2007 Credit Facility

As of September 30, 2011 and December 31, 2010, the estimated fair market values of term loans A and B were approximately $620.8 million and $621.7 million, respectively.  As of both September 30, 2011 and December 31, 2010, the carrying value of term loans A and B on our Condensed Consolidated Balance Sheets was $625.0 million.  The fair values of our term loans A and B were derived by taking the mid-point of the trading prices from an observable market input in the secondary loan market and multiplying it by the outstanding balance of our term loans.

24

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

NOTE 11.  BILLINGS IN EXCESS OF COSTS AND ACCRUED EARNINGS ON CONTRACTS

Billings in excess of costs and accrued earnings on contracts in the accompanying Condensed Consolidated Balance Sheets consist of cash collected from clients and billings to clients on contracts in advance of work performed, advance payments negotiated as a contract condition, estimated losses on uncompleted contracts, normal profit liabilities, project-related legal liabilities, and other project-related reserves.  The unearned project-related costs will be earned over the next twelve months or over the duration of the contracts.

The following table summarizes the components of billings in excess of costs and accrued earnings on contracts:

	September 30,		December 31,
(In millions)	2011		2010
Billings in excess of costs and accrued earnings on contracts	$	220.3	$	167.8
Advance payments negotiated as a contract condition		39.4		57.9
Project-related legal liabilities and other project-related reserves		36.2		22.5
Estimated losses on uncompleted contracts		24.7		27.4
Normal profit liabilities		14.9		0.2
Total	$	335.5	$	275.8

NOTE 12.  INCOME TAXES

The reconciliation of our income tax expense and effective income tax rates for the nine months ended September 30, 2011 and October 1, 2010 is as follows:

	Nine Months Ended
	September 30, 2011			October 1, 2010 (1)
(In millions, except for percentages)	Amount		Tax Rate	Amount		Tax Rate
				As Revised (2)
U.S. statutory rate applied to income (loss) before taxes	$	(123.5)	35.0%	$	139.3	35.0%
State taxes, net of federal benefit		5.4	(1.5%)		16.0	4.0%
Change in indefinite reinvestment assertion		—	—		(58.2)	(14.6%)
Adjustments to valuation allowances		14.4	(4.1%)		14.4	3.6%
Adjustments related to changing foreign tax credits to deductions		—	—		13.6	3.4%
Foreign income taxed at rates other than 35%		(19.6)	5.6%		(13.7)	(3.4%)
Goodwill impairment		192.9	(54.7%)		—	—
Exclusion of tax on noncontrolling interests		(22.1)	6.3%		(20.3)	(5.1%)
Other adjustments		(2.4)	0.6%		2.9	0.7%
Total income tax expense	$	45.1	(12.8%)		94.0	23.6%

(1)   The 2010 nine-month period includes a decrease of $42.1 million resulting from our decision to indefinitely reinvest the earnings of all of our foreign subsidiaries, as part of our strategy to expand our business globally.

(2)   The prior period amounts have been revised as discussed in Note 1, “Business, Basis of Presentation, and Accounting Policies.”

25

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

As of September 30, 2011, our federal net operating loss (“NOL”) carryover was approximately $22.2 million.  These federal NOL carryovers expire in years 2020 through 2025.  In addition to the federal NOL carryovers, there are also state income tax NOL carryovers in various taxing jurisdictions of approximately $370.8 million.  These state NOL carryovers expire in years 2011 through 2027.  There are also foreign NOL carryovers in various jurisdictions of approximately $441.3 million.  The majority of the foreign NOL carryovers have no expiration date.  At September 30, 2011, the federal, state and foreign NOL carryovers resulted in a deferred tax asset of $121.3 million with a valuation allowance of $105.8 million established against this tax asset.  None of the remaining deferred tax assets related to NOL carryovers is individually material.  Full recovery of our NOL carryovers will require that the appropriate legal entity generate taxable income in the future at least equal to the amount of the NOL carryovers within the applicable taxing jurisdiction.

As of September 30, 2011, we have remaining tax-deductible goodwill of $336.0 million resulting from acquisitions.  The amortization of this goodwill is deductible over various periods ranging up to 12 years.  The tax deduction for goodwill for 2011 is expected to be approximately $89.4 million and is expected to be substantially lower beginning in 2015.

NOTE 13.  EMPLOYEE RETIREMENT AND POST-RETIREMENT BENEFIT PLANS

Defined Benefit Plans

We sponsor a number of pension and unfunded supplemental executive retirement plans.

The components of our net periodic pension costs relating to our defined benefit plans for the three and nine months ended September 30, 2011 and October 1, 2010 were as follows:

			Three Months Ended
			Domestic Plans				Foreign Plans
			September 30,		October 1,		September 30,		October 1,
(In millions)			2011		2010		2011		2010
Service cost			$	1.7	$	1.6	$	0.1	$	0.1
Interest cost				4.7		4.6		6.2		1.5
Expected return on plan assets				(4.1)		(3.9)		(5.8)		(1.4)
Amortization of:
	Prior service costs			(0.8)		(0.8)		—		—
	Net loss			1.8		0.9		—		—
		Net periodic pension costs	$	3.3	$	2.4	$	0.5	$	0.2
			Nine Months Ended
			Domestic Plans				Foreign Plans
			September 30,		October 1,		September 30,		October 1,
(In millions)			2011		2010		2011		2010
Service cost			$	5.1	$	4.8	$	0.3	$	0.1
Interest cost				14.1		13.8		18.4		2.1
Expected return on plan assets				(12.3)		(11.8)		(17.2)		(1.7)
Amortization of:
	Prior service costs			(2.4)		(2.4)		—		—
	Net loss			5.4		2.7		—		—
		Net periodic pension costs	$	9.9	$	7.1	$	1.5	$	0.5

26

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

During the three and nine months ended September 30, 2011, we made cash contributions, including employer-directed benefit payments, of $8.5 million and $33.4 million, respectively, to the domestic and foreign defined benefit plans.  We expect to make additional cash contributions, including estimated employer-directed benefit payments, of approximately $7.2 million for the remainder of our 2011 fiscal year.

Post-retirement Benefit Plans

We sponsor a number of retiree health and life insurance benefit plans (“post-retirement benefit plans”).  The components of our net periodic benefit cost relating to the post-retirement benefit plans for the three and nine months ended September 30, 2011 and October 1, 2010 were as follows:

	Three Months Ended								Nine Months Ended
	September 30,				October 1,				September 30,				October 1,
(In millions)	2011				2010				2011				2010
Interest cost		$	0.5			$	0.6			$	1.5			$	1.7
Expected return on plan assets			(0.1	)			(0.1	)			(0.3	)			(0.2	)
Net periodic benefit costs		$	0.4			$	0.5			$	1.2			$	1.5

During the three and nine months ended September 30, 2011, we made employer-directed benefit payments of $0.8 million and $2.9 million, respectively, to the post-retirement benefit plans.  We expect to make cash contributions, including estimated employer-directed benefit payments, of approximately $1.1 million for the remainder of our 2011 fiscal year.

The information provided above does not include multi-employer plans in which we participate.

NOTE 14.  STOCKHOLDERS' EQUITY

Equity Incentive Plans

As of September 30, 2011, approximately 3.0 million shares had been issued as restricted stock awards and 0.2 million shares were issuable upon the vesting of restricted stock units under our 2008 Equity Incentive Plan (the “2008 Plan”).  In addition, approximately 1.8 million shares remained reserved for future grant under the 2008 Plan.

Stock Repurchase Program

The following table summarizes our stock repurchase activities for the three and nine months ended September 30, 2011 and October 1, 2010:

	Three Months Ended						Nine Months Ended
	September 30,			October 1,			September 30,			October 1,
(In millions, except average price paid per share)	2011			2010			2011			2010
Common stock repurchase shares			—			1.0			3.0			2.0
Average price paid per share		$	—		$	37.04		$	45.58		$	42.73
Common stock repurchase		$	—		$	37.0		$	136.7		$	85.5

27

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

Stock-Based Compensation

We recognize stock-based compensation expense, net of estimated forfeitures, over the vesting periods in “General and administrative expenses” and “Cost of revenues” in our Condensed Consolidated Statements of Operations.

The following table presents our stock-based compensation expense related to restricted stock awards and units, our employee stock purchase plan and the related income tax benefits recognized for the three and nine months ended September 30, 2011 and October 1, 2010:

	Three Months Ended				Nine Months Ended
	September 30,		October 1,		September 30,		October 1,
(In millions)	2011		2010		2011		2010
Stock-based compensation expense:
Restricted stock awards and units	$	11.5	$	11.4	$	33.7	$	32.0
Employee stock purchase plan		0.1		0.1		0.3		0.3
Stock-based compensation expense	$	11.6	$	11.5	$	34.0	$	32.3
Total income tax benefits recognized in our net income related to stock-based compensation expense	$	4.4	$	4.4	$	13.0	$	12.4

Restricted Stock Awards and Units

Restricted stock awards and units generally vest over four years.  Vesting of some awards is subject to both service requirements and performance conditions.  Currently outstanding restricted stock awards and units with a performance condition vest upon the achievement of an annual net income target, established in the first quarter of the fiscal year preceding the vesting date.  Our awards are measured based on the stock price on the date that all of the key terms and conditions related to the award are known.  Restricted stock awards and units are expensed on a straight-line basis over their respective vesting periods subject to the probability of meeting performance and/or service requirements.

As of September 30, 2011, we had estimated unrecognized stock-based compensation expense of $84.9 million related to nonvested restricted stock awards and units.  This expense is expected to be recognized over a weighted-average period of 2.6 years.  The following table summarizes the total fair value of vested shares, according to their contractual terms, and the grant date fair value of restricted stock awards and units granted during the nine months ended September 30, 2011 and October 1, 2010:

	September 30,		October 1,
(In millions)	2011		2010
Fair value of shares vested	$	38.0	$	38.2
Grant date fair value of restricted stock awards and units granted	$	41.9	$	42.3

28

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(continued)

A summary of the status of and changes in our nonvested restricted stock awards and units, according to their contractual terms, as of and for the nine months ended September 30, 2011, is presented below:

	Nine Months Ended
	September 30, 2011
		Weighted-
	Shares	Average Grant
	(in millions)	Date Fair Value
Nonvested at December 31, 2010	2.5	$	42.92
Granted	1.0	$	42.49
Vested	(0.9)	$	41.89
Forfeited	(0.1)	$	43.43
Nonvested at September 30, 2011	2.5	$	43.11

Stock Options

A summary of the status and changes of the stock options, according to their contractual terms, is presented below:

							Weighted-
							Average
				Weighted-			Remaining		Aggregate
	Options			Average			Contractual		Intrinsic Value
	(in millions)			Exercise Price			Term (in years)		(in millions)
Outstanding and exercisable at December 31, 2010		0.6			$	23.38		2.62		$	11.7
Exercised		(0.1	)		$	22.83
Forfeited/expired/cancelled		—	†		$	18.77
Outstanding and exercisable at September 30, 2011		0.5			$	23.50		2.00		$	3.3

†   Represents fewer than fifty thousand shares.

The aggregate intrinsic value as of September 30, 2011 in the preceding table represents the total pre-tax intrinsic value, based on our closing market price of $29.66, which would have been received by the option holders had all option holders exercised their options on that date.

For the nine months ended September 30, 2011 and October 1, 2010, the aggregate intrinsic value of stock options exercised, determined as of the date of option exercise, was $2.2 million and $2.7 million, respectively.  Since all of our stock option awards were fully vested in fiscal year 2008, we did not have any stock-based compensation expense related to stock option awards or any unrecognized related expense.

29

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(Continued)

NOTE 15.  SEGMENT AND RELATED INFORMATION

We operate our business through the following three segments:

·   Infrastructure & Environment business provides program management, planning, design, engineering, construction and construction management, operations and maintenance, and decommissioning and closure services to the U.S. federal government, state and local government agencies, and private sector clients in the U.S. and internationally.

·   Federal Services business provides services to various U.S. federal government agencies, primarily the Department of Defense.  These services include program management, planning, design and engineering, systems engineering and technical assistance, construction and construction management, operations and maintenance, IT services, and decommissioning and closure.  The results for Apptis, which we acquired on June 1, 2011, are reported under the Federal Services business.

·   Energy & Construction business provides program management, planning, design, engineering, construction and construction management, operations and maintenance, and decommissioning and closure services to the U.S. federal government, state and local government agencies, and private sector clients in the U.S. and internationally.

These three segments operate under separate management groups and produce discrete financial information.  Their operating results also are reviewed separately by management.  The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2010.  The information disclosed in our condensed consolidated financial statements is based on the three segments that comprise our current organizational structure.

30

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(Continued)

The following table presents summarized financial information for our reportable segments.  “Inter-segment, eliminations and other” in the following table includes eliminations of inter-segment sales and investments in subsidiaries.  The segment balance sheet information presented below is included for informational purposes only.  We do not allocate resources based upon the balance sheet amounts of individual segments.  Our long-lived assets consist primarily of property and equipment.

	Three Months Ended						Nine Months Ended
	September 30,			October 1,			September 30,			October 1,
(In millions)	2011			2010			2011			2010
Revenues
Infrastructure & Environment (1)	$	950.8		$	818.2		$	2,790.2		$	2,344.4
Federal Services (2)		718.7			645.2			1,968.5			1,934.8
Energy & Construction		844.6			898.6			2,521.4			2,566.2
Inter-segment, eliminations and other		(42.4	)		(21.9	)		(128.3	)		(48.5	)
Total revenues	$	2,471.7		$	2,340.1		$	7,151.8		$	6,796.9
Equity in income (loss) of unconsolidated joint ventures
Infrastructure & Environment (1)	$	0.4		$	0.6		$	2.5		$	2.2
Federal Services (2)		1.5			1.5			4.6			4.3
Energy & Construction (3)		22.9			(14.5	)		93.7			30.0
Total equity in income (loss) of unconsolidated joint ventures	$	24.8		$	(12.4	)	$	100.8		$	36.5
Contribution (4)
Infrastructure & Environment (1)	$	63.9		$	71.5		$	182.3		$	182.0
Federal Services (2)		66.0			56.0			158.4			142.0
Energy & Construction		51.0			53.4			152.7			145.1
General and administrative expenses (5)		(27.5	)		(30.3	)		(86.8	)		(81.9	)
Total contribution	$	153.4		$	150.6		$	406.6		$	387.2
Operating income (loss)
Infrastructure & Environment (1)	$	60.7		$	66.4		$	170.6		$	172.3
Federal Services (2,6)		(307.1	)		50.5			(225.5	)		123.8
Energy & Construction (6)		(355.3	)		66.8			(222.8	)		180.7
General and administrative expenses (5)		(18.5	)		(21.5	)		(59.9	)		(54.9	)
Total operating income (loss) (6)	$	(620.2	)	$	162.2		$	(337.6	)	$	421.9
Depreciation and amortization
Infrastructure & Environment (1)	$	13.9		$	10.0		$	40.4		$	27.3
Federal Services (2)		7.9			5.5			19.2			16.3
Energy & Construction		13.6			13.8			41.2			43.9
Corporate and other		1.4			1.8			4.9			5.5
Total depreciation and amortization	$	36.8		$	31.1		$	105.7		$	93.0

(1)   The operating results of our acquisition of the Scott Wilson Group plc (“Scott Wilson”) were included in the three and nine months ended September 30, 2011, but partially included in the three and nine months ended October 1, 2010, as we completed the acquisition in September 2010.

(2)   The operating results of Apptis were included in the three months and partially included in the nine months ended September 30, 2011, but not in the three and nine months ended October 1, 2010, as we completed the acquisition in June 2011.

31

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(Continued)

(3)   In October 2010, we received notice of a ruling on the priority of claims against a bankrupt client made by one of our unconsolidated joint ventures related to the SR-125 road project in California.  The judge ruled against our joint venture’s position, finding that its mechanic’s lien did not have priority over the senior lenders.  As a result of the court’s decision, we recorded a pre-tax non-cash asset impairment charge of $25.0 million in the third quarter of 2010.

(4)   We are providing information regarding segment contribution because management uses this information to assess performance and make decisions about resource allocation.  We define segment contribution as total segment operating income minus noncontrolling interests attributable to that segment, but before allocation of various segment expenses, including stock compensation expenses, amortization of some, but not all, intangible assets, goodwill impairment, and other miscellaneous unallocated expenses.  Segment operating income represents net income before reductions for income taxes, noncontrolling interests and interest expense.

(5)   General and administrative expenses represent expenses related to corporate functions.

(6)   During the quarter ended September 30, 2011, we recorded a goodwill impairment charge of $798.1 million.  See Note 8, “Goodwill” for more information.

32

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(Continued)

Reconciliations of segment contribution to segment operating income for the three and nine months ended September 30, 2011 and October 1, 2010 are as follows:

	Three Months Ended September 30, 2011
	Infrastructure								Energy
	&				Federal				&
(In millions)	Environment				Services				Construction				Corporate				Consolidated
Contribution		$	63.9			$	66.0			$	51.0			$	(27.5	)		$	153.4
Goodwill impairment			—				(367.4	)			(430.7	)			—				(798.1	)
Noncontrolling interests			0.3				—				37.0				—				37.3
Amortization of intangible assets			—				(4.0	)			(7.0	)			—				(11.0	)
Stock-based compensation expense			(3.6	)			(1.6	)			(3.9	)			9.1				—
Other miscellaneous and unallocated expenses			0.1				(0.1	)			(1.7	)			(0.1	)			(1.8	)
Operating income (loss)		$	60.7			$	(307.1	)		$	(355.3	)		$	(18.5	)		$	(620.2	)
	Three Months Ended October 1, 2010
	Infrastructure								Energy
	&				Federal				&
(In millions)	Environment				Services				Construction				Corporate				Consolidated
Contribution		$	71.5			$	56.0			$	53.4			$	(30.3	)		$	150.6
Noncontrolling interests			(0.6	)			—				26.8				—				26.2
Amortization of intangible assets			(0.7	)			(4.0	)			(7.0	)			—				(11.7	)
Stock-based compensation expense			(3.8	)			(1.5	)			(3.5	)			8.8				—
Other miscellaneous and unallocated expenses			—				—				(2.9	)			—				(2.9	)
Operating income (loss)		$	66.4			$	50.5			$	66.8			$	(21.5	)		$	162.2
	Nine Months Ended September 30, 2011
	Infrastructure								Energy
	&				Federal				&
(In millions)	Environment				Services				Construction				Corporate				Consolidated
Contribution		$	182.3			$	158.4			$	152.7			$	(86.8	)		$	406.6
Goodwill impairment			—				(367.4	)			(430.7	)			—				(798.1	)
Noncontrolling interests			(0.5	)			—				96.6				—				96.1
Amortization of intangible assets			—				(11.9	)			(21.1	)			—				(33.0	)
Stock-based compensation expense			(10.1	)			(4.4	)			(11.0	)			25.5				—
Other miscellaneous and unallocated expenses			(1.1	)			(0.2	)			(9.3	)			1.4				(9.2	)
Operating income (loss)		$	170.6			$	(225.5	)		$	(222.8	)		$	(59.9	)		$	(337.6	)

33

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(Continued)

	Nine Months Ended October 1, 2010
	Infrastructure								Energy
	&				Federal				&
(In millions)	Environment				Services				Construction				Corporate				Consolidated
Contribution		$	182.0			$	142.0			$	145.1			$	(81.9	)		$	387.2
Noncontrolling interests			2.1				—				74.0				—				76.1
Amortization of intangible assets			(0.9	)			(11.9	)			(21.2	)			—				(34.0	)
Stock-based compensation expense			(10.8	)			(4.1	)			(9.7	)			24.6				—
Other miscellaneous and unallocated expenses			(0.1	)			(2.2	)			(7.5	)			2.4				(7.4	)
Operating income (loss)		$	172.3			$	123.8			$	180.7			$	(54.9	)		$	421.9

Total investments in and advances to unconsolidated joint ventures and property and equipment, net of accumulated depreciation, are as follows:

	September 30,		December 31,
(In millions)	2011		2010
Infrastructure & Environment	$	4.9	$	3.8
Federal Services		3.6		4.8
Energy & Construction		86.3		56.9
Total investments in and advances to unconsolidated joint ventures	$	94.8	$	65.5
Infrastructure & Environment	$	148.5	$	136.1
Federal Services		38.8		30.4
Energy & Construction		71.3		83.3
Corporate		20.1		16.3
Total property and equipment, net of accumulated depreciation	$	278.7	$	266.1

Total assets by segment are as follows:

	September 30,			December 31,
(In millions)	2011			2010
Infrastructure & Environment	$	2,328.4		$	2,272.3
Federal Services		1,524.1			1,488.7
Energy & Construction		3,018.6			3,424.6
Corporate		5,173.3			5,589.7
Eliminations		(5,108.3	)		(5,423.9	)
Total assets	$	6,936.1		$	7,351.4

34

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(Continued)

Geographic Areas

Our revenues by geographic areas are shown below:

	Three Months Ended								Nine Months Ended
	September 30,				October 1,				September 30,				October 1,
(In millions)	2011				2010				2011				2010
Revenues
United States		$	2,173.9			$	2,160.2			$	6,242.4			$	6,300.2
International			306.4				184.2				931.3				509.6
Eliminations			(8.6	)			(4.3	)			(21.9	)			(12.9	)
Total revenues		$	2,471.7			$	2,340.1			$	7,151.8			$	6,796.9

Major Customers and Other

Our largest clients are from our federal market sector.  Within this sector, we have multiple contracts with our two major customers:  the U.S. Army and Department of Energy (“DOE”).  For the purpose of analyzing revenues from major customers, we do not consider the combination of all federal departments and agencies as one customer.  The different federal agencies manage separate budgets.  As such, reductions in spending by one federal agency do not affect the revenues we could earn from another federal agency.  In addition, the procurement processes for federal agencies are not centralized, and procurement decisions are made separately by each federal agency.  The loss of the federal government, the U.S. Army, or DOE as clients, would have a material adverse effect on our business; however, we are not dependent on any single contract on an ongoing basis.  We believe that the loss of any single contract would not have a material adverse effect on our business.

Our revenues from the U.S. Army and DOE for the three and nine months ended September 30, 2011 and October 1, 2010 are presented below:

	Three Months Ended						Nine Months Ended
	September 30,			October 1,			September 30,			October 1,
(In millions, except percentages)	2011			2010			2011			2010
The U.S. Army (1)
Infrastructure & Environment	$	35.8		$	45.7		$	108.3		$	125.0
Federal Services		345.3			345.0			995.6			1,042.0
Energy & Construction		43.6			92.1			162.9			269.0
Total U.S. Army	$	424.7		$	482.8		$	1,266.8		$	1,436.0
Revenues from the U.S. Army as a percentage of our consolidated revenues		17	%		21	%		18	%		21	%
DOE
Infrastructure & Environment	$	1.2		$	1.5		$	4.6		$	3.9
Federal Services		9.5			2.2			18.7			11.4
Energy & Construction		359.0			337.4			985.9			864.5
Total DOE	$	369.7		$	341.1		$	1,009.2		$	879.8
Revenues from DOE as a percentage of our consolidated revenues		15	%		15	%		14	%		13	%
Revenues from the federal market sector as a percentage of our consolidated revenues		51	%		50	%		49	%		49	%

(1)   The U.S. Army includes U.S. Army Corps of Engineers.

35

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(Continued)

NOTE 16.  COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we are subject to contractual guarantees and governmental audits or investigations.  We are also involved in various legal proceedings that are pending against us and our affiliates alleging, among other things, breach of contract or tort in connection with the performance of professional services, the various outcomes of which cannot be predicted with certainty.  We are including information regarding the following significant proceedings in particular:

·   USAID Egyptian Projects:  In March 2003, Washington Group International, Inc. (“WGI”) was notified by the Department of Justice that the federal government was considering civil litigation against WGI for potential violations of the U.S. Agency for International Development (“USAID”) source, origin, and nationality regulations in connection with five of WGI’s USAID-financed host-country projects located in Egypt beginning in the early 1990s.  In November 2004, the federal government filed an action in the United States District Court for the District of Idaho against WGI, Contrack International, Inc., and MISR Sons Development S.A.E., an Egyptian construction company, asserting violations under the Federal False Claims Act, the Federal Foreign Assistance Act of 1961, and common law theories of payment by mistake and unjust enrichment.  The federal government seeks damages and civil penalties for violations of the statutes as well as a refund of all amounts paid under the specified contracts of approximately $373.0 million.  WGI has denied any liability in the action and contested the federal government’s damage allegations and its entitlement to any recovery.  All USAID projects under the contracts have been completed and are fully operational.

In March 2005, WGI filed motions in the Bankruptcy Court in Nevada and in the Idaho District Court to dismiss the federal government’s claim for failure to give appropriate notice or otherwise preserve those claims.  In August 2005, the Bankruptcy Court ruled that all federal government claims were barred in a written order.  The federal government appealed the Bankruptcy Court's order to the United States District Court for the District of Nevada.  In March 2006, the Idaho District Court stayed that action during the pendency of the federal government's appeal of the Bankruptcy Court's ruling.  In December 2006, the Nevada District Court reversed the Bankruptcy Court’s order and remanded the matter back to the Bankruptcy Court for further proceedings.  In December 2007, the federal government filed a motion in Bankruptcy Court seeking an order that the Bankruptcy Court abstain from exercising jurisdiction over this matter, which WGI opposed.  On February 15, 2008, the Bankruptcy Court denied the federal government’s motion preventing the Bankruptcy Court from exercising jurisdiction over WGI’s motion that the federal government’s claims in Idaho District Court were barred for failure to give appropriate notice or otherwise preserve those claims.  In November 2008, the Bankruptcy Court ruled that the federal government’s common law claims of unjust enrichment and payment by mistake are barred, and may not be further pursued.  WGI’s pending motion in the Bankruptcy Court covers all of the remaining federal government claims alleged in the Idaho action.

WGI’s joint venture for one of the USAID projects brought arbitration proceedings before an arbitration tribunal in Egypt in which the joint venture asserted an affirmative claim for additional compensation for the construction of water and wastewater treatment facilities in Egypt.  The project owner, National Organization for Potable Water and Sanitary Drainage (“NOPWASD”), an Egyptian government agency, asserted in a counterclaim that by reason of alleged violations of the USAID source, origin and nationality regulations, and alleged violations of Egyptian law, WGI’s joint venture should forfeit its claim, pay damages of approximately $6.0 million and the owner’s costs of defending against the joint venture’s claims in arbitration.  WGI denied liability on NOPWASD’s counterclaim.  On April 17, 2006, the arbitration tribunal issued its award providing that the joint venture prevailed on its affirmative claims in the net amount of $8.2 million, and that NOPWASD's counterclaims were rejected.  WGI’s portion of any final award received by the joint venture would be approximately 45%.

WGI intends to continue to defend these matters vigorously and to consider further pursuit of its affirmative claims; however, we cannot provide assurance that we will be successful in these efforts.  The potential range of loss and the resolution of these matters cannot be determined at this time.

36

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(Continued)

·   New Orleans Levee Failure Class Action Litigation:  From July 1999 through May 2005, Washington Group International, Inc., an Ohio company (“WGI Ohio”), a wholly owned subsidiary acquired by us on November 15, 2007, performed demolition, site preparation, and environmental remediation services for the U.S. Army Corps of Engineers on the east bank of the Inner Harbor Navigation Canal (the “Industrial Canal”) in New Orleans, Louisiana.  On August 29, 2005, Hurricane Katrina devastated New Orleans.  The storm surge created by the hurricane overtopped the Industrial Canal levee and floodwall, flooding the Lower Ninth Ward and other parts of the city.

Since September 2005, 59 personal injury, property damage and class action lawsuits have been filed in Louisiana State and federal court naming WGI Ohio as a defendant.  Other defendants include the U.S. Army Corps of Engineers, the Board for the Orleans Levee District, and its insurer, St. Paul Fire and Marine Insurance Company.  Over 1,450 hurricane-related cases, including the WGI Ohio cases, have been consolidated in the United States District Court for the Eastern District of Louisiana (“District Court”).  The plaintiffs claim that defendants were negligent in their design, construction and/or maintenance of the New Orleans levees.  The plaintiffs are all residents and property owners who claim to have incurred damages arising out of the breach and failure of the hurricane protection levees and floodwalls in the wake of Hurricane Katrina.  The allegation against us is that the work we performed adjacent to the Industrial Canal damaged the levee and floodwall and caused and/or contributed to breaches and flooding.  The plaintiffs allege damages of $200 billion and demand attorneys’ fees and costs.  WGI Ohio did not design, construct, repair or maintain any of the levees or the floodwalls that failed during or after Hurricane Katrina.  WGI Ohio performed the work adjacent to the Industrial Canal as a contractor for the federal government and has pursued dismissal from the lawsuits on a motion for summary judgment on the basis that government contractors are immune from liability.

On December 15, 2008, the District Court granted WGI Ohio’s motion for summary judgment to dismiss the lawsuit on the basis that we performed the work adjacent to the Industrial Canal as a contractor for the federal government and are therefore immune from liability, which was appealed by a number of the plaintiffs on April 27, 2009 to the United States Fifth Circuit Court of Appeals (“Court of Appeals”).  On September 14, 2010, the Court of Appeals reversed the District Court’s summary judgment decision and WGI Ohio’s dismissal, and remanded the case back to the District Court for further litigation.  On August 1, 2011, the District Court held that the defense of government contractor immunity is not available to WGI Ohio at trial, but would be an issue for appeal.

WGI Ohio intends to continue to defend these matters vigorously; however, we cannot provide assurance that we will be successful in these efforts.  The potential range of loss and the resolution of these matters cannot be determined at this time.

·   Common Sulfur Project:  One of our wholly owned subsidiaries, WGI – Middle East, Inc., whose parent company, WGI, was acquired by us on November 15, 2007, together with a consortium partner, have contracted under a fixed-price arrangement to engineer, procure and construct a sulfur processing facility located in Qatar.  Once completed, the sulfur processing facility will gather and process sulfur produced by new liquid natural gas processing facilities, which are also under construction.  The project has experienced cost increases and schedule delays.  The contract gives the customer the right to assess liquidated damages of approximately $25 million against the consortium if various project milestones are not met.  If liquidated damages are assessed, a significant portion may be attributable to WGI – Middle East, Inc.  On November 25, 2009, the consortium filed a Notice of Arbitration in the U.K. for breach of contract and client-directed changes.

On August 23, 2010, we settled pending change orders and claims with the project owner for three payments from the project owner totaling $100 million.  We and our consortium partner have agreed that 60% of the settlement amount will be allocated to our consortium partner and 40% to us.

37

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(Continued)

Under the terms of the settlement, we received a complete release for all delays and liquidated damages incurred up to the settlement date.  As of September 30, 2011, we had received $28 million of settlement payments and we expect to receive the final settlement payment of $12 million upon the completion of the project.

We are currently completing the final start up and commissioning of the facility and addressing customer warranty claims related to the facility’s steam, fire protection, conveyor and backup electrical supply systems that were excluded from the August 23, 2010 settlement agreement.  Although we continue to pursue resolution, as a result of extended project delays, we have been experiencing higher than expected warranty costs as a result of equipment suppliers disputing their warranty obligations.

During the nine months ended September 30, 2011, in connection with the start up and commissioning activities and the warranty claims, we recognized losses of $19.4 million. We did not record any loss during the quarter ended September 30, 2011.  As of September 30, 2011, the cumulative project losses were approximately $107.1 million.

·   DOE Deactivation, Demolition, and Removal Project:  In December 2007, the DOE awarded WGI Ohio a cost-reimbursable task order to perform deactivation, demolition and removal of U.S. government nuclear research laboratory testing facilities at a site in New York State.  During 2010, the project experienced contamination and performance incidents.  In February 2011, WGI Ohio and the DOE executed a task order modification that changed the contractual terms from cost-reimbursable to at-risk.  Through September 30, 2011, WGI Ohio has recorded cumulative losses related to this project of $11.9 million, including an $11.1 million charge during the fiscal year ended December 31, 2010, and charges of $0.4 million and $4.6 million in the quarter and nine months ended September 30, 2011, respectively.

On September 1, 2011, the DOE issued WGI Ohio a preliminary notice of violation associated with the contamination incident in 2010 described above and proposed a civil penalty of $0.4 million (which included reductions for corrective actions by WGI Ohio).  On September 28, 2011, WGI Ohio responded to the DOE notice and voluntarily paid the penalty.

Due to unanticipated regulatory requirements and permitting delays by federal and state agencies, as well as other reasons, WGI Ohio may be required to perform work outside the scope of the February 2011 task order modification.  Additionally, a significant portion of the work on the project continues to be delayed.  Based on changes and delays to date, the project completion costs continue to increase beyond the previous estimate by at least $45 million; however, since the project continues to be delayed and the final project plan has not been approved, the final project completion costs are not currently estimable.  WGI Ohio believes that the expected project cost increases will be caused by additional work scope, delays and other factors beyond its control that will constitute changes for which it should be compensated.  Nonetheless, WGI Ohio can give no assurance that it will not be obligated to pay some or all of the expected project cost increases, which would negatively impact future results of operations.

The resolution of outstanding claims is subject to inherent uncertainty, and it is reasonably possible that resolution of any of the above outstanding claims or legal proceedings could have a material adverse effect on us.

38

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(Continued)

Insurance

Generally, our insurance program covers workers’ compensation and employer’s liability, general liability, automobile liability, professional errors and omissions liability, property, marine property and liability, and contractor’s pollution liability (in addition to other policies for specific projects).  Our insurance program includes deductibles or self-insured retentions for each covered claim.  In addition, our insurance policies contain exclusions and sublimits that insurance providers may use to deny or restrict coverage.  Excess liability, contractor’s pollution liability, and professional liability insurance policies provide for coverages on a “claims-made” basis, covering only claims actually made and reported during the policy period currently in effect.  Thus, if we do not continue to maintain these policies, we will have no coverage for claims made after the termination date even for claims based on events that occurred during the term of coverage.  While we intend to maintain these policies, we may be unable to maintain existing coverage levels.

Guarantee Obligations and Commitments

As of September 30, 2011, we had the following guarantee obligations and commitments:

We have agreed to indemnify one of our joint venture partners up to $25.0 million for any potential losses, damages, and liabilities associated with lawsuits in relation to general and administrative services we provide to the joint venture.  Currently, we have not been advised of any indemnified claims under this guarantee.

We have guaranteed a letter of credit issued on behalf of one of our consolidated joint ventures.  The total amount of the letter of credit was $0.9 million as of September 30, 2011.

We have guaranteed several of our foreign credit facilities and bank guarantee lines.  The aggregate amount of these guarantees was $50.8 million as of September 30, 2011.

As of September 30, 2011, we had $35.7 million in bank guarantees outstanding under foreign credit facilities and other banking arrangements.

We also maintain a variety of commercial commitments that are generally made to support provisions of our contracts.  In addition, in the ordinary course of business, we provide letters of credit to clients and others against advance payments and to support other business arrangements.  We are required to reimburse the issuers of letters of credit for any payments they make under the letters of credit.

In the ordinary course of business, we may provide performance assurances and guarantees related to our services.  For example, these guarantees may include surety bonds, arrangements among our client, a surety, and us to ensure we perform our contractual obligations pursuant to our client agreement.  If our services under a guaranteed project are later determined to have resulted in a material defect or other material deficiency, then we may be responsible for monetary damages or other legal remedies.  When sufficient information about claims on guaranteed projects is available and monetary damages or other costs or losses are determined to be probable, we recognize such guarantee losses.

39

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains, in addition to historical information, forward-looking statements that involve risks and uncertainties.  Our actual results and the timing of events could differ materially from those expressed or implied in this report.  See “URS Corporation and Subsidiaries” regarding forward-looking statements on page 1.  You should read this discussion in conjunction with:  Part II – Item 1A, “Risk Factors,” beginning on page H76; the condensed consolidated financial statements and notes thereto contained in Part I – Item 1, “Financial Statements;” and the Consolidated Financial Statements included in our Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2010, which was previously filed with the Securities and Exchange Commission.

BUSINESS SUMMARY

We are a leading international provider of engineering, construction and technical services.  We offer a broad range of program management, planning, design, engineering, construction and construction management, operations and maintenance, and decommissioning and closure services to public agencies and private sector clients around the world.  We also are a United States (“U.S.”) federal government contractor in the areas of systems engineering and technical assistance, operations and maintenance, and information technology (“IT”) services.  We have more than 47,000 employees in a global network of offices and contract-specific job sites in more than 40 countries.  We provide our services through three reporting segments, which we refer to as our Infrastructure & Environment, Federal Services and Energy & Construction businesses.

We generate revenues by providing fee-based professional and technical services and by executing construction contracts.  As a result, our professional and technical services are primarily labor intensive and our construction projects are labor and capital intensive.  To derive income from our revenues, we must effectively manage our costs.

Our revenues are dependent upon our ability to attract and retain qualified and productive employees, identify business opportunities, allocate our labor resources to profitable markets, secure new contracts, execute existing contracts, and maintain existing client relationships.  Moreover, as a professional services company, the quality of the work generated by our employees is integral to our revenue generation.

Our cost of revenues is comprised of the compensation we pay to our employees, including fringe benefits; the cost of subcontractors, construction materials and other project-related expenses; and segment administrative, marketing, sales, bid and proposal, rental and other overhead costs.

We report our financial results on a consolidated basis and for our three reporting segments:  the Infrastructure & Environment business, the Federal Services business and the Energy & Construction business.

OVERVIEW AND BUSINESS TRENDS

Results for the Three Months Ended September 30, 2011

Consolidated revenuesfor the third quarter of 2011 were $2.5 billion, an increase of $131.6 million, or 5.6%, compared to the same period in 2010.  The increase was due to the acquisition of Scott Wilson Group plc (“Scott Wilson”) in September 2010 and the acquisition of Apptis Holdings, Inc. (“Apptis) in June 2011.  Scott Wilson, which we acquired in September 2010, generated $112.8 million and $31.6 million in revenues for the three months ended September 30, 2011 and October 1, 2010, respectively.  Apptis, which we acquired in June 2011, generated $78.6 million in revenues for the three months ended September 30, 2011.  During the quarter, revenues increased from our work in the federal and industrial and commercial market sectors, while we experienced a decline in revenues from our work in the infrastructure market sector.  Revenues in the power market sector were essentially flat compared to the same period last year.

During the quarter ended September 30, 2011, we recorded an estimated goodwill impairment charge of $798.1 million in five of our six reporting units due to the effects of the adverse equity market conditions that caused a decrease in market multiples and our market capitalization as a result of declines in our stock price.  We will finalize this estimate upon our completion of the goodwill impairment analysis in the fourth quarter of 2011.

40

Net loss attributable to URS for the third quarter of 2011 was $623.1 million compared with net income of $70.4 million during the third quarter of 2010, a decrease of 985.1%.

Cash Flows

During the nine months ended September 30, 2011, we generated $362.5 million in cash from operations.  Cash flows from operations increased by $9.0 million for the nine months ended September 30, 2011 compared with the same period in 2010.  This increase was primarily due to the timing of payments from clients on accounts receivable, project performance payments and vendor and subcontractor payments.  The increase was partially offset by higher income tax payments and higher defined benefit plan contributions.

On June 1, 2011, we acquired Apptis for a purchase price of approximately $259 million, net of cash acquired.

In addition, we had cash outflows of $136.7 million related to repurchases of our common stock for the nine months ended September 30, 2011.  During the first nine months of fiscal year 2011, we had a net borrowing of $50.0 million under our revolving line of credit.

Acquisition

On June 1, 2011, we completed the acquisition of Apptis.  The operating results of Apptis after the acquisition date are included in our condensed consolidated financial statements under the Federal Services business.  The operating results generated from this newly acquired business during this period were not material to our consolidated results for the three- and nine-month periods ended September 30, 2011.

Book of Business

As of September 30, 2011 and December 31, 2010, our total book of business was $29.0 billion and $29.1 billion, respectively.  Our backlog decreased primarily due to a delay in federal procurement activities in our federal market sector, as well as a $312 million reduction to reflect the early completion of our work eliminating chemical weapons stockpiles at a chemical agent disposal facility.  These decreases were partially offset by an addition of $780 million to our book of business resulting from our acquisition of Apptis and $787 million from contracts to retrofit coal-fired power plants with clean air technology to meet increasingly stringent emissions reduction mandates.  Please see Book of Business on page 44 for more information.

Business Trends

Given the current economic uncertainty, it is difficult to accurately predict the impact of continuing global economic weakness on our business or to forecast business trends.  Federal and state budget deficits, recently enacted federal debt ceiling legislation, the European debt crisis, weak prevailing economic conditions, and efforts made to address any of these issues, could negatively affect future federal expenditures, as well as expenditures by other public and private sector clients, on programs that we support.

We believe that our expectations regarding business trends are reasonable and are based on reasonable assumptions.  However, such forward-looking statements, by their nature, involve risks and uncertainties and, in the current economic climate, may be subject to an unusual degree of uncertainty.  You should read this discussion of business trends in conjunction with Part II, Item 1A, “Risk Factors,” of this report, which begins on page 76.

41

Power

We expect revenues from our power market sector to be flat compared with our 2010 fiscal year.  However, we are seeing strong demand for our air quality control services, which involve the retrofit of coal-fired power plants with clean air technology to reduce sulfur dioxide, mercury and other emissions.  These projects enable utilities to comply with emissions reduction mandates, as well as consent decrees that many utilities have signed with state and federal regulators.

We also anticipate sustained demand for engineering and construction services related to the development of new gas-fired power plants because gas-fired power plants produce fewer emissions than coal-fired facilities and natural gas prices are low by historical standards.

In the nuclear power market, we expect utilities and regulators will take a more cautious approach to the development of new nuclear power plants following the event at the Fukushima Daiichi power plant in Japan.  At the same time, we anticipate that recommendations issued by the Nuclear Regulatory Commission for improving plant safety will increase demand for the nuclear technology services we provide.

Infrastructure

We expect revenues from our infrastructure market sector to be essentially flat for the 2011 fiscal year, compared to the 2010 fiscal year, due to decreased activity on a levee construction project, which experienced high levels of activity and generated higher revenues during the 2010 fiscal year.  In addition, the slow economic recovery continues to create budget challenges for U.S. federal and state governments, as well as for governments in many countries outside the U.S.  At the same time, the acquisition of Scott Wilson has expanded our infrastructure business outside the U.S., primarily in the U.K., continental Europe, India and China.  In India and China, where infrastructure spending remains at high levels, we anticipate increased funding for roadways, water systems and other public facilities.

Federal

We expect revenues from our federal market sector to increase for the 2011 fiscal year, compared to our 2010 fiscal year.  Although we have experienced delays in the federal procurement process and there is still uncertainty regarding future budget cuts, we expect revenues to increase from the specialized engineering and technical services we provide to the DOD in key markets, including chemical weapons demilitarization and global threat reduction.  In addition, as a result of our acquisition of Apptis, we expect to benefit from growing demand among our federal clients for outsourced IT services.

We also anticipate sustained funding for the types of environmental and nuclear management services we provide to the Department of Energy (“DOE”) and the U.K.’s Nuclear Decommissioning Authority (“NDA”).  The U.S. Senate recently approved legislation containing more than $3 billion for the budget line items that fund much of the types of our environmental management work we provide to the DOE.  In the U.K., we also expect to continue to benefit from stable funding for the types of work we perform for the NDA.  The U.K. coalition government recently allocated approximately $19 billion to the NDA over the next four years, including approximately $2.5 billion annually to support activities at the Sellafield nuclear complex, which is operated and managed by a URS-led joint venture.

42

Industrial and Commercial

We expect revenues from our industrial and commercial market sector to grow for the 2011 fiscal year, compared to the 2010 fiscal year.  We expect revenues will grow from the environmental and engineering work we perform under long-term Master Service Agreements (“MSAs”) with multinational clients.  The acquisition of Scott Wilson in September 2010 provides us with additional resources to support our MSA clients outside the U.S.  In addition, due to the sustained high level of oil prices, many of our clients in the oil & gas industry are moving forward with capital expenditure programs.  As a result, we are beginning to provide preliminary engineering and design services for new projects and projects that had previously been postponed.  We believe our ability to support the initial phases of these projects positions us well to capture larger assignments as they move into the engineering and construction phases.  In the manufacturing market, we continue to benefit from strong demand for the facilities management services we provide as clients continue to outsource these services to increase cost savings and maximize efficiency.

In the mining market, rising commodity prices, largely driven by demand from India and China, are creating new opportunities for our mining business, most notably in Australia.

Seasonality

We experience seasonal trends in our business in connection with federal holidays, such as Memorial Day, Independence Day, Labor Day, Thanksgiving, Christmas and New Year’s Day.  Our revenues typically are lower during these times of the year because many of our clients’ employees, as well as our own employees, do not work during these holidays, resulting in fewer billable hours charged to projects and thus, lower revenues recognized.  In addition to holidays, our business also is affected by seasonal bad weather conditions, such as hurricanes, floods, snowstorms or other inclement weather, which may cause some of our offices and projects to close or reduce activities temporarily.  For example, in the first quarter of the year, winter weather sometimes results in intermittent office closures and work interruptions.

Other Business Trends

The diversification of our business and changes in the mix and timing of our fixed-cost, target-price and other contracts can cause earnings and profit margins to vary between periods.  For example, we have, for some time, experienced an increase in the number of fixed-price contracts we are awarded, particularly among clients in the federal sector.  The increase in fixed-price contracting creates additional risks of incurring losses and opportunities for achieving higher margins on these contracts.  In addition, earnings recognition on many contracts is measured based on progress achieved as a percentage of the total project effort or upon the completion of milestones or performance criteria rather than evenly or linearly over the contract period.  Also, our government clients are increasingly using indefinite delivery contracts (“IDCs”), rather than traditional award contracts.  IDCs require that we engage in a competitive procurement process before any task orders are issued.  Additionally, the traditional award contracts we receive are tending to include fewer base years and more option years.  These trends change the relationship between backlog and revenues, resulting in smaller, shorter-term increments moving from IDCs and option years into backlog and then potentially realized as revenues.  Ultimately, however, revenues from IDC task orders and option years will typically lower our reported backlog and increase our reported IDC and option years in our book of business.

We cannot determine if future climate change and greenhouse gas regulations would have a material impact on our business or our clients’ businesses at this time; however, any new regulations could affect demand for the services we provide to our clients.  For example, depending on future regulations, we could see reduced client demand for our services related to fossil fuel and industrial projects, and increased demand for services related to environmental, infrastructure and nuclear and alternative energy.

On August 2, 2011, federal legislation increasing the federal debt ceiling included potential future reductions in defense and other federal spending upon a recommendation by the Joint Select Committee on Deficit Reduction to further reduce the federal debt.  The adoption of significant cuts in federal government expenditures could limit the demand for some of the services we provide, including defense spending.

43

BOOK OF BUSINESS

For the purpose of calculating our book of business, we determine the amounts of all contract awards that may potentially be recognized as revenues.  We also include the equity in income of unconsolidated joint ventures over the life of the contracts.  We categorize the amount of our book of business into backlog, option years and IDCs, based on the nature of the award and its current status.

Backlog.  Our contract backlog represents the monetary value of signed contracts, including task orders that have been issued and funded under IDCs and, where applicable, a notice to proceed has been received from the client that is expected to be recognized as revenues or equity in income of unconsolidated joint ventures when future services are performed.

The performance periods of our contracts vary widely from a few months to many years.  In addition, contract durations often differ significantly among our businesses.  As a result, the amount of revenues that will be realized beyond one year also varies from segment to segment.  As of December 31, 2010, we estimated that approximately 63% of our total backlog would not be realized within one year based upon the timing of awards and the long-term nature of many of our contracts; however, no assurance can be given that backlog will be realized at this rate.

Option Years.  Our option years represent the monetary value of option periods under existing contracts in backlog, which are exercisable at the option of our clients without requiring us to go through an additional competitive bidding process and would be canceled only if a client decides to end the project (a termination for convenience) or through a termination for default.  Option years are in addition to the “base periods” of these contracts.  Base periods for these contracts can vary from one to five years.

Indefinite Delivery Contracts.  IDCs represent the expected monetary value to us of signed contracts under which we perform work only when the client awards specific task orders or projects to us.  When agreements for such task orders or projects are signed and funded, we transfer their value into backlog.  Generally, the terms of these contracts exceed one year and often include a maximum term and potential value.  IDCs generally range from one to twenty years in length.

While the value of our book of business is a predictor of future revenues and equity in income of unconsolidated joint ventures, we have no assurance, nor can we provide assurance, that we will ultimately realize the maximum potential values for backlog, option years or IDCs.  Based on our historical experience, our backlog has the highest likelihood of converting into revenues or equity in income of unconsolidated joint ventures because it is based upon signed and executable contracts with our clients.  Option years are not as certain as backlog because our clients may decide not to exercise one or more option years.  Because we do not perform work under IDCs until specific task orders are issued by our clients, the value of our IDCs is not as likely to convert into revenues or equity in income of unconsolidated joint ventures as other categories of our book of business.

As of September 30, 2011 and December 31, 2010, our total book of business was $29.0 billion and $29.1 billion, respectively.  Our backlog decreased primarily due to a delay in federal procurement activities in our federal market sector, as well as a $312 million reduction to reflect the early completion of our work eliminating chemical weapons stockpiles at a chemical agent disposal facility.  These decreases were partially offset by an addition of $780 million to our book of business resulting from our acquisition of Apptis and $787 million from contracts to retrofit coal-fired power plants with clean air technology to meet increasingly stringent emissions reduction mandates.

44

The following tables summarize our book of business:

	Infrastructure				Energy
	&		Federal		&
(In millions)	Environment		Services		Construction		Total
As of September 30, 2011
Backlog	$	3,266.7	$	5,269.1	$	7,475.0	$	16,010.8
Option years		329.8		2,806.6		2,026.2		5,162.6
Indefinite delivery contracts		2,854.7		3,087.8		1,848.0		7,790.5
Total book of business	$	6,451.2	$	11,163.5	$	11,349.2	$	28,963.9
As of December 31, 2010
Backlog	$	3,259.1	$	6,002.2	$	7,346.4	$	16,607.7
Option years		342.6		2,288.1		2,117.7		4,748.4
Indefinite delivery contracts		3,436.3		3,208.9		1,071.2		7,716.4
Total book of business	$	7,038.0	$	11,499.2	$	10,535.3	$	29,072.5

	September 30,		December 31,
(In millions)	2011		2010
Backlog by market sector:
Power	$	1,719.0	$	1,407.7
Infrastructure		3,008.3		2,564.5
Industrial and commercial		1,427.4		1,347.3
Federal		9,856.1		11,288.2
Total backlog	$	16,010.8	$	16,607.7

45

RESULTS OF OPERATIONS

The Three Months Ended September 30, 2011 Compared with the Three Months Ended October 1, 2010

Consolidated

	Three Months Ended
										Percentage
(In millions, except percentages and per share	September 30,			October 1,			Increase			Increase
amounts)	2011			2010			(Decrease)			(Decrease)
				As Revised (1)
Revenues	$	2,471.7		$	2,340.1		$	131.6			5.6	%
Cost of revenues		(2,300.1	)		(2,136.5	)		163.6			7.7	%
General and administrative expenses		(18.5	)		(21.5	)		(3.0	)		(14.0	%)
Acquisition-related expenses		—			(7.5	)		(7.5	)		(100.0	%)
Goodwill impairment		(798.1	)		—			798.1			N/M
Equity in income (loss) of unconsolidated joint ventures		24.8			(12.4	)		37.2			300.0	%
Operating income (loss)		(620.2	)		162.2			(782.4	)		(482.4	%)
Interest expense		(5.1	)		(9.5	)		(4.4	)		(46.3	%)
Income (loss) before income taxes		(625.3	)		152.7			(778.0	)		(509.5	%)
Income tax expense (benefit)		39.5			(56.1	)		(95.6	)		(170.4	%)
Net income (loss) including noncontrolling interests		(585.8	)		96.6			(682.4	)		(706.4	%)
Noncontrolling interests in income of consolidated subsidiaries		(37.3	)		(26.2	)		11.1			42.4	%
Net income (loss) attributable to URS	$	(623.1	)	$	70.4		$	(693.5	)		(985.1	%)
Diluted earnings (loss) per share	$	(8.05	)	$	0.87		$	(8.92	)		(1025.3	%)

N/M = Not meaningful

(1)   We have corrected the calculation and previously reported presentation of income tax expense, net income including noncontrolling interests and noncontrolling interests in income of consolidated subsidiaries by revising prior year amounts.  See Note 1, “Business, Basis of Presentation, and Accounting Policies” to our “Condensed Consolidated Financial Statements” included under Item 1 of this report for more detailed discussion.

46

The following table presents our consolidated revenues by market sector and reporting segment for the three months ended September 30, 2011 and October 1, 2010.

	Three Months Ended
								Percentage
	September 30,		October 1,		Increase			Increase
(In millions, except percentages)	2011		2010		(Decrease)			(Decrease)
Revenues
Power sector
Infrastructure & Environment	$	40.1	$	40.0	$	0.1			0.2	%
Federal Services		—		—		—			—
Energy & Construction		234.8		234.7		0.1			0.0	%
Power Total		274.9		274.7		0.2			0.1	%
Infrastructure sector
Infrastructure & Environment		376.1		343.0		33.1			9.7	%
Federal Services		—		—		—			—
Energy & Construction		67.0		133.4		(66.4	)		(49.8	%)
Infrastructure Total		443.1		476.4		(33.3	)		(7.0	%)
Federal sector
Infrastructure & Environment		164.8		177.3		(12.5	)		(7.1	%)
Federal Services		718.5		644.9		73.6			11.4	%
Energy & Construction		378.4		356.6		21.8			6.1	%
Federal Total		1,261.7		1,178.8		82.9			7.0	%
Industrial and Commercial sector
Infrastructure & Environment		341.1		249.3		91.8			36.8	%
Federal Services		—		—		—			—
Energy & Construction		150.9		160.9		(10.0	)		(6.2	%)
Industrial and Commercial Total		492.0		410.2		81.8			19.9	%
Total revenues, net of eliminations	$	2,471.7	$	2,340.1	$	131.6			5.6	%

47

Reporting Segments

	Infrastructure
(In millions, except	&				Federal				Energy &
percentages)	Environment (1)				Services (2)				Construction				Eliminations				Corporate				Total
Three months ended September 30, 2011
Revenues		$	950.8			$	718.7			$	844.6			$	(42.4	)		$	—			$	2,471.7
Cost of revenues			(890.5	)			(659.9	)			(792.1	)			42.4				—				(2,300.1	)
General and administrative expenses			—				—				—				—				(18.5	)			(18.5	)
Goodwill impairment			—				(367.4	)			(430.7	)			—				—				(798.1	)
Equity in income of unconsolidated joint ventures			0.4				1.5				22.9				—				—				24.8
Operating income (loss)		$	60.7			$	(307.1	)		$	(355.3	)		$	—			$	(18.5	)		$	(620.2	)
Three months ended October 1, 2010
Revenues		$	818.2			$	645.2			$	898.6			$	(21.9	)		$	—			$	2,340.1
Cost of revenues			(744.9	)			(596.2	)			(817.3	)			21.9				—				(2,136.5	)
General and administrative expenses			—				—				—				—				(21.5	)			(21.5	)
Acquisition-related expenses			(7.5	)			—				—				—				—				(7.5	)
Equity in income (loss) of unconsolidated joint ventures			0.6				1.5				(14.5	)			—				—				(12.4	)
Operating income (loss)		$	66.4			$	50.5			$	66.8			$	—			$	(21.5	)		$	162.2
Increase (decrease) for the three months ended September 30, 2011 and October 1, 2010
Revenues		$	132.6			$	73.5			$	(54.0	)		$	20.5			$	—			$	131.6
Cost of revenues			145.6				63.7				(25.2	)			20.5				—				163.6
General and administrative expenses			—				—				—				—				(3.0	)			(3.0	)
Acquisition-related expenses			(7.5	)			—				—				—				—				(7.5	)
Goodwill impairment			—				367.4				430.7				—				—				798.1
Equity in income of unconsolidated joint ventures			(0.2	)			—				37.4				—				—				37.2
Operating income (loss)		$	(5.7	)		$	(357.6	)		$	(422.1	)		$	—			$	(3.0	)		$	(782.4	)
Percentage increase (decrease) for the three months ended September 30, 2011 and October 1, 2010
Revenues			16.2	%			11.4	%			(6.0	%)			93.6	%			—				5.6	%
Cost of revenues			19.5	%			10.7	%			(3.1	%)			93.6	%			—				7.7	%
General and administrative expenses			—				—				—				—				(14.0	%)			(14.0	%)
Acquisition-related expenses			(100.0	%)			—				—				—				—				(100.0	%)
Goodwill impairment			—				N/M				N/M				—				—				N/M
Equity in income of unconsolidated joint ventures			(33.3	%)			—				257.9	%			—				—				300.0	%
Operating income (loss)			(8.6	%)			(708.1	%)			(631.9	%)			—				(14.0	%)			(482.4	%)

48

N/M = Not meaningful

(1)   The operating results of Scott Wilson were included in the three months ended September 30, 2011, but were only partially included in the three months ended October 1, 2010, commencing with the acquisition date of September 10, 2010.

(2)   The operating results of Apptis were included in the three months ended September 30, 2011, but not in the three months ended October 1, 2010, as we completed the acquisition in June 2011.

49

The Nine Months Ended September 30, 2011 Compared with the Nine Months Ended October 1, 2010

Consolidated

	Nine Months Ended
										Percentage
(In millions, except percentages and per share	September 30,			October 1,			Increase			Increase
amounts)	2011			2010			(Decrease)			(Decrease)
				As Revised (1)
Revenues	$	7,151.8		$	6,796.9		$	354.9			5.2	%
Cost of revenues		(6,731.2	)		(6,345.0	)		386.2			6.1	%
General and administrative expenses		(59.9	)		(54.9	)		5.0			9.1	%
Acquisition-related expenses		(1.0	)		(11.6	)		(10.6	)		(91.4	%)
Goodwill impairment		(798.1	)		—			798.1			N/M
Equity in income of unconsolidated joint ventures		100.8			36.5			64.3			176.2	%
Operating income (loss)		(337.6	)		421.9			(759.5	)		(180.0	%)
Interest expense		(15.3	)		(23.9	)		(8.6	)		(36.0	%)
Income (loss) before income taxes		(352.9	)		398.0			(750.9	)		(188.7	%)
Income tax expense		(45.1	)		(94.0	)		(48.9	)		(52.0	%)
Net income (loss) including noncontrolling interests		(398.0	)		304.0			(702.0	)		(230.9	%)
Noncontrolling interests in income of consolidated subsidiaries		(96.1	)		(76.1	)		20.0			26.3	%
Net income (loss) attributable to URS	$	(494.1	)	$	227.9		$	(722.0	)		(316.8	%)
Diluted earnings (loss) per share	$	(6.36	)	$	2.79		$	(9.15	)		(328.0	%)

N/M = Not meaningful

(1)   We have corrected the calculation and previously reported presentation of income tax expense, net income including noncontrolling interests and noncontrolling interests in income of consolidated subsidiaries by revising prior year amounts.  See Note 1, “Business, Basis of Presentation, and Accounting Policies” to our “Condensed Consolidated Financial Statements” included under Item 1 of this report for more detailed discussion.

50

The following table presents our consolidated revenues by market sector and reporting segment for the nine months ended September 30, 2011 and October 1, 2010.

	Nine Months Ended
								Percentage
	September 30,		October 1,		Increase			Increase
(In millions, except percentages)	2011		2010		(Decrease)			(Decrease)
Revenues
Power sector
Infrastructure & Environment	$	141.3	$	108.3	$	33.0			30.5	%
Federal Services		—		—		—			—
Energy & Construction		690.2		735.0		(44.8	)		(6.1	%)
Power Total		831.5		843.3		(11.8	)		(1.4	%)
Infrastructure sector
Infrastructure & Environment		1,166.3		1,033.9		132.4			12.8	%
Federal Services		—		—		—			—
Energy & Construction		255.5		394.6		(139.1	)		(35.3	%)
Infrastructure Total		1,421.8		1,428.5		(6.7	)		(0.5	%)
Federal sector
Infrastructure & Environment		475.1		512.3		(37.2	)		(7.3	%)
Federal Services		1,967.8		1,933.4		34.4			1.8	%
Energy & Construction		1,043.2		913.5		129.7			14.2	%
Federal Total		3,486.1		3,359.2		126.9			3.8	%
Industrial and Commercial sector
Infrastructure & Environment		948.6		664.5		284.1			42.8	%
Federal Services		—		—		—			—
Energy & Construction		463.8		501.4		(37.6	)		(7.5	%)
Industrial and Commercial Total		1,412.4		1,165.9		246.5			21.1	%
Total revenues, net of eliminations	$	7,151.8	$	6,796.9	$	354.9			5.2	%

51

Reporting Segments

	Infrastructure
(In millions, except	&				Federal				Energy &
percentages)	Environment (1)				Services (2)				Construction				Eliminations				Corporate				Total
Nine months ended September 30, 2011
Revenues		$	2,790.2			$	1,968.5			$	2,521.4			$	(128.3	)		$	—			$	7,151.8
Cost of revenues			(2,622.0	)			(1,830.3	)			(2,407.2	)			128.3				—				(6,731.2	)
General and administrative expenses			—				—				—				—				(59.9	)			(59.9	)
Acquisition-related expenses			(0.1	)			(0.9	)			—				—				—				(1.0	)
Goodwill impairment			—				(367.4	)			(430.7	)			—				—				(798.1	)
Equity in income of unconsolidated joint ventures			2.5				4.6				93.7				—				—				100.8
Operating income (loss)		$	170.6			$	(225.5	)		$	(222.8	)		$	—			$	(59.9	)		$	(337.6	)
Nine months ended October 1, 2010
Revenues		$	2,344.4			$	1,934.8			$	2,566.2			$	(48.5	)		$	—			$	6,796.9
Cost of revenues			(2,162.7	)			(1,815.3	)			(2,415.5	)			48.5				—				(6,345.0	)
General and administrative expenses			—				—				—				—				(54.9	)			(54.9	)
Acquisition-related expenses			(11.6	)			—				—				—				—				(11.6	)
Equity in income of unconsolidated joint ventures			2.2				4.3				30.0				—				—				36.5
Operating income (loss)		$	172.3			$	123.8			$	180.7			$	—			$	(54.9	)		$	421.9
Increase (decrease) for the nine months ended September 30, 2011 and October 1, 2010
Revenues		$	445.8			$	33.7			$	(44.8	)		$	79.8			$	—			$	354.9
Cost of revenues			459.3				15.0				(8.3	)			79.8				—				386.2
General and administrative expenses			—				—				—				—				5.0				5.0
Acquisition-related expenses			(11.5	)			0.9				—				—				—				(10.6	)
Goodwill impairment			—				367.4				430.7				—				—				798.1
Equity in income of unconsolidated joint ventures			0.3				0.3				63.7				—				—				64.3
Operating income (loss)		$	(1.7	)		$	(349.3	)		$	(403.5	)		$	—			$	5.0			$	(759.5	)
Percentage increase (decrease) for the nine months ended September 30, 2011 and October 1, 2010
Revenues			19.0	%			1.7	%			(1.7	%)			164.5	%			—				5.2	%
Cost of revenues			21.2	%			0.8	%			(0.3	%)			164.5	%			—				6.1	%
General and administrative expenses			—				—				—				—				9.1	%			9.1	%
Acquisition-related expenses			(99.1	%)			N/M				—				—				—				(91.4	%)
Goodwill impairment			—				N/M				N/M				—				—				N/M
Equity in income of unconsolidated joint ventures			13.6	%			7.0	%			212.3	%			—				—				176.2	%
Operating income (loss)			(1.0	%)			(282.1	%)			(223.3	%)			—				9.1	%			(180.0	%)

52

N/M = Not meaningful

(1)   The operating results of Scott Wilson were included in the nine months ended September 30, 2011, but were only partially included in the nine months ended October 1, 2010, commencing with the acquisition date of September 10, 2010.

(2)   The operating results of Apptis were partially included in the nine months ended September 30, 2011, but not in the nine months ended October 1, 2010, as we completed the acquisition in June 2011.

53

Revenues

Our consolidated revenues for the three months ended September 30, 2011 were $2.5 billion, an increase of $131.6 million, or 5.6%, compared with the three months ended October 1, 2010.  Revenues from our Infrastructure & Environment business for the three months ended September 30, 2011 were $950.8 million, an increase of $132.6 million, or 16.2%, compared with the three months ended October 1, 2010.  Scott Wilson, which we acquired in September 2010, generated $112.8 million for the Infrastructure & Environment business for the three months ended September 30, 2011.  For the comparable period in the prior year, Scott Wilson revenues of $31.6 million, commencing with the acquisition date, were only partially included in the Infrastructure & Environment’s results.  Revenues from our Federal Services business for the three months ended September 30, 2011 were $718.7 million, an increase of $73.5 million, or 11.4%, compared with the three months ended October 1, 2010.  Apptis, which we acquired in June 2011, generated $78.6 million for the Federal Services business for the three months ended September 30, 2011.  Revenues from our Energy & Construction business for the three months ended September 30, 2011 were $844.6 million, a decrease of $54.0 million, or 6.0%, compared with the three months ended October 1, 2010.

Our consolidated revenues for the nine months ended September 30, 2011 were $7.2 billion, an increase of $354.9 million, or 5.2%, compared with the nine months ended October 1, 2010.  Revenues from our Infrastructure & Environment business for the nine months ended September 30, 2011 were $2.8 billion, an increase of $445.8 million, or 19.0%, compared with the nine months ended October 1, 2010.  Scott Wilson generated $338.4 million for the Infrastructure & Environment business for the nine months ended September 30, 2011.  For the comparable period in the prior year, Scott Wilson revenues of $31.6 million, commencing with the acquisition date, were only partially included in the Infrastructure & Environment’s results.  Revenues from our Federal Services business for the nine months ended September 30, 2011 were $2.0 billion, an increase of $33.7 million, or 1.7%, compared with the nine months ended October 1, 2010.  Apptis generated $106.2 million for the Federal Services business for the nine months ended September 30, 2011.  Revenues from our Energy & Construction business for the nine months ended September 30, 2011 were $2.5 billion, a decrease of $44.8 million, or 1.7%, compared with the nine months ended October 1, 2010.

The revenues reported above are presented prior to the elimination of inter-segment transactions.  Our analysis of the changes in revenues in each market sector is discussed below.

Power

Consolidated revenues from our power market sector for the three months ended September 30, 2011 were $274.9 million, an increase of $0.2 million, or 0.1%, compared with the three months ended October 1, 2010.  During the quarter, revenues increased from contracts to retrofit coal-fired power plants with clean air technology to meet increasingly stringent emissions reduction mandates and comply with consent decrees.  We also benefited from strong demand for the engineering, procurement and construction services we provide for the development of natural-gas power plants, as well as program management services for the upgrade of transmission and distribution systems.  In addition, revenues increased from the services we are providing for the development of new commercial power plants.  By contrast, revenues declined from the nuclear technology services we provide for the replacement of major components at existing nuclear power plants due to the completion of several projects that experienced high levels of activity in the comparable period in fiscal 2010.

Consolidated revenues from our power market sector for the nine months ended September 30, 2011 were $831.5 million, a decrease of $11.8 million, or 1.4%, compared with the nine months ended October 1, 2010.  Revenues in the power sector declined due to the completion of several major emissions control projects earlier in the year that experienced higher levels of activity and generated significant revenues in the comparable period in fiscal 2010.  Recently awarded emissions control projects are in early design stages, which are typically characterized by lower levels of activity and generate lower revenues.  Revenues also declined from the nuclear technology services we provide to increase the generating capacity and efficiency of existing nuclear power plants.  By contrast, we benefited from strong demand for the services we provide for the development of new nuclear power generating facilities.  Revenues also increased from projects involving the development of new gas-fired power plants, as well as the upgrade of transmission and distribution systems.

54

The Infrastructure & Environment business’ revenues from our power market sector for the three months ended September 30, 2011 were $40.1 million, an increase of $0.1 million, or 0.2%, compared with the three months ended October 1, 2010.  Scott Wilson generated $7.2 million in power market sector revenues during the three months ended September 30, 2011.  For the comparable period in the prior year, Scott Wilson recognized revenues of $2.5 million, from the date of the acquisition, September 10, 2010, through the end of the quarter. During the quarter, we also benefited from steady demand for the engineering, compliance, permitting and decommissioning services we provide to utilities.

The Infrastructure & Environment business’ revenues from our power market sector for the nine months ended September 30, 2011 were $141.3 million, an increase of $33.0 million, or 30.5%, compared with the nine months ended October 1, 2010.  Scott Wilson generated $20.3 million in power market sector revenues during the nine months ended September 30, 2011.  For the comparable period in the prior year, Scott Wilson recognized revenues of $2.5 million, from the date of the acquisition, September 10, 2010, through the end of the quarter. In addition, we continued to benefit from strong demand for the engineering, compliance, permitting and decommissioning services we provide to utilities.

The Energy & Construction business’ revenues from our power market sector for the three months ended September 30, 2011 were $234.8 million, essentially flat compared with the three months ended October 1, 2010.  During the three months ended September 30, 2011, revenues declined due to the completion of new fossil power generation projects, which accounted for a decrease of $22.1 million; a decline in activity at an on-going air quality control services project, which accounted for a decrease in revenues of $28.5 million; and a decline in activity at a new gas power generation project, which accounted for a decrease in revenues of $17.1 million.  We also experienced a decline in major component replacement projects and other related services performed at nuclear power plants, which accounted for a decrease in revenues of $12.5 million, as well as a $14.0 million decrease in revenues due to the completion of projects involving the retrofit of coal-fired power plants with clean air technologies.  These decreases were partially offset by revenue increases of $86.2 million from new projects and increases in revenues of $14.5 million due to higher activity at a nuclear power generation project.

The Energy & Construction business’ revenues from our power market sector for the nine months ended September 30, 2011 were $690.2 million, a decrease of $44.8 million, or 6.1%, compared with the nine months ended October 1, 2010.  The decline in revenues was primarily due to the completion of new fossil power generation projects, which accounted for a decrease of $118.7 million; a decline in activity at an on-going air quality control services project, which accounted for a decrease in revenues of $36.4 million; and a decline in major component replacement projects and other related services performed at nuclear power plants, which accounted for a decrease of $41.6 million in revenues.  In addition, we also experienced a $69.7 million decrease in revenues due to the completion of projects involving the retrofit of coal-fired power plants with clean air technologies.  These decreases were partially offset by revenue increases of $162.0 million from new projects; a $43.2 million increase due to higher activity at a new nuclear power generation project; and an $18.9 million increase at an on-going gas power generation plant.

Infrastructure

Consolidated revenues from our infrastructure market sector for the three months ended September 30, 2011 were $443.1 million, a decrease of $33.3 million, or 7.0%, compared with the three months ended October 1, 2010.  The decline in infrastructure revenues was primarily due to decreased activity on a levee construction project in Louisiana, which is nearing completion, as well as decreased activity on a light rail and dam construction project.  This decrease was offset in part by the growth of our infrastructure business outside of North America as a result of the acquisition of Scott Wilson.  During the quarter, Scott Wilson generated $61.5 million in revenues from the infrastructure market sector.  For the comparable period in the prior year, Scott Wilson revenues of $26.3 million, commencing with the acquisition date, were only partially included in the Infrastructure & Environment’s results.  We also benefited from sustained demand for the services we provide to expand and modernize surface transportation, rail transportation, and ports and harbors.

55

Consolidated revenues from our infrastructure market sector for the nine months ended September 30, 2011 were $1.4 billion, a decrease of $6.7 million, or 0.5%, compared with the nine months ended October 1, 2010.  The decline in revenues was primarily due to decreased activity on a levee construction project in Louisiana, which is nearing completion, as well as decreased activity on a light rail operations and maintenance contract and a dam construction project.  These decreases were offset in part by the growth of our infrastructure business outside of North America as a result of the acquisition of Scott Wilson.  For the nine months ended September 30, 2011, Scott Wilson generated $204.8 million in revenues from the infrastructure market sector.  For the comparable period in the prior year, Scott Wilson revenues of $26.3 million, commencing with the acquisition date, were only partially included in the Infrastructure & Environment’s results.  We also benefited from sustained demand for the services we provide to expand and modernize surface transportation, rail transportation, and ports and harbors.

The Infrastructure & Environment business’ revenues from our infrastructure market sector for the three months ended September 30, 2011 were $376.1 million, an increase of $33.1 million, or 9.7%, compared with the three months ended October 1, 2010.  The increase in revenues was primarily due to the growth of our infrastructure business outside the U.S. as a result of the acquisition of Scott Wilson in September 2010.  During the quarter, Scott Wilson generated revenues of $61.5 million.  For the comparable period in the prior year, Scott Wilson recognized revenues of $26.3 million, from the date of the acquisition, September 10, 2010, through the end of the quarter.  During the quarter, we also benefitted from strong demand for the services we provide to expand and modernize surface and rail transportation infrastructure.  By contrast, revenues declined from projects to expand and modernize air transportation, and health care and educational facilities.

The Infrastructure & Environment business’ revenues from our infrastructure market sectorfor the nine months ended September 30, 2011 were $1.2 billion, an increase of $132.4 million, or 12.8%, compared with the nine months ended October 1, 2010. The increase in revenues was primarily due to the growth of our infrastructure business outside the U.S. as a result of the acquisition of Scott Wilson in September 2010.  During the nine months ended September 30, 2011, Scott Wilson generated revenues of $204.8 million.  For the comparable period in the prior year, Scott Wilson recognized revenues of $26.3 million, from the date of the acquisition, September 10, 2010, through the end of the quarter.

For the nine months ended September 30, 2011, we benefited from strong demand for the engineering and construction services we provide to expand and modernize surface and rail transportation infrastructure.  By contrast, revenues declined from projects involving improvements to air transportation, and health care and educational facilities.

The Energy & Construction business’ revenues from our infrastructure market sector for the three months ended September 30, 2011 were $67.0 million, a decrease of $66.4 million, or 49.8%, compared with the three months ended October 1, 2010.  The decline in revenues was primarily due to a $40.9 million decrease on a levee construction project, which is nearing completion; a $7.9 million decrease due to lower activity at an on-going dam construction project; and the completion of other projects, which accounted for a decrease of $6.9 million.  We also experienced a $5.2 million decrease in revenues due to lower activity on a project to operate and maintain a light rail transit line in New Jersey.

The Energy & Construction business’ revenues from our infrastructure market sector for the nine months ended September 30, 2011 were $255.5 million, a decrease of $139.1 million, or 35.3%, compared with the nine months ended October 1, 2010.  The decline in revenues was primarily due to a $93.2 million decrease on a levee construction project, which is nearing completion; a $15.9 million decrease due to lower activity at an on-going dam construction project; and the completion of other projects, which accounted for a decrease of $26.3 million.  We also experienced an $8.0 million decrease in revenues due to lower activity on a project to operate and maintain a light rail transit line in New Jersey.  In addition, revenues declined $9.6 million as a result of the reclassification of projects from the infrastructure market sector to the federal market sector.  These decreases were partially offset by an increase of $20.2 million due to a settlement agreement reached on a light rail construction project.

56

Federal

Consolidated revenues from our federal market sector for the three months ended September 30, 2011 were $1.3 billion, an increase of $82.9 million, or 7.0%, compared with the three months ended October 1, 2010.  Apptis generated $78.6 million for the Federal Services business for the three months ended September 30, 2011 from assignments providing IT services to federal agencies.  Revenues also increased from the environmental and nuclear management services we provide to the DOE involving the storage, treatment and disposal of radioactive waste.  In addition, we benefited from strong demand for our work managing chemical weapons demilitarization programs, as well as the global threat reduction services we provide to secure, dismantle and eliminate weapons of mass destruction.  By contrast, revenues declined from services we provide to the DOD to modernize aging weapons systems, develop new systems, and maintain and repair military vehicles and aircraft.  During the quarter, revenues also decreased from projects to provide engineering and construction services for the development of military infrastructure, compared to the same period in fiscal 2010.

Consolidated revenues from our federal market sector for the nine months ended September 30, 2011 were $3.5 billion, an increase of $126.9 million, or 3.8%, compared with the nine months ended October 1, 2010.  Apptis generated $106.2 million for the Federal Services business for the nine months ended September 30, 2011 from assignments providing IT services to federal agencies.  For the nine months ended September 30, 2011, we also continued to benefit from strong demand for the environmental and nuclear management services we provide to the DOE involving the storage, treatment and disposal of radioactive waste.  In addition, revenues increased from our work managing chemical demilitarization programs, as well as from the global threat reduction services we provide to secure, dismantle and eliminate weapons of mass destruction.  By contrast, revenues declined from the services we provide to the DOD to modernize aging weapons systems, develop new systems, and maintain and repair military vehicles and aircraft.  Revenues also decreased from projects to provide engineering and construction services for the development of military infrastructure, compared to the same period in fiscal 2010.

The Infrastructure & Environment business’ revenues from our federal market sector for the three months ended September 30, 2011 were $164.8 million, a decrease of $12.5 million, or 7.1%, compared with the three months ended October 1, 2010.  The decline in revenues was primarily due to the completion of large task orders under existing DOD contracts for the design and construction of military infrastructure at installations in the U.S. and overseas, which experienced high levels of activity and generated higher revenues during the comparable period in 2010.  While these task orders have been replaced by other design-build projects, the newly awarded projects are in early design stages, which are typically characterized by lower levels of activity and generate lower revenues.  By contrast, revenues increased from the disaster response services we provide to the Federal Emergency Management Agency (“FEMA”), following several incidents including tornado damage in Alabama and flooding caused by Hurricane Irene.

The Infrastructure & Environment business’ revenues from our federal market sector for the nine months ended September 30, 2011 were $475.1 million, a decrease of $37.2 million, or 7.3%, compared with the nine months ended October 1, 2010.  The decline in revenues was primarily due to the completion of large engineering and construction task orders under existing DOD contracts for the design and construction of military infrastructure at installations in the U.S. and overseas, which experienced high levels of activity and generated higher revenues during the comparable period in 2010.  While these task orders have been replaced by similar design-build projects, the newly awarded projects are in early design stages, which are typically characterized by lower levels of activity and generate lower revenues.  The decline was partially offset by an increase in revenues from the engineering, construction and environmental services we provide to other U.S. federal government agencies, including the General Services Administration, the Department of State, the Department of the Interior and the U.S. Postal Service.

57

The Federal Services business’ revenues from our federal market sector for the three months ended September 30, 2011 were $718.5 million, an increase of $73.6 million, or 11.4%, compared with the three months ended October 1, 2010.  The increase in revenues during the three months ended September 30, 2011 was due to the growth of our federal IT business as a result of the acquisition of Apptis, which generated $78.6 million for the quarter.  Revenues also increased from our work managing chemical weapons demilitarization programs, as well as from the global threat reduction services we provide to secure, dismantle and eliminate weapons of mass destruction in countries worldwide.  In addition, we continued to benefit from steady demand for the operations and installations management support we provide at space flight centers.  By contrast, we experienced a decline in demand for the services we provide to the DOD to modernize aging weapons systems, develop new systems, and maintain and repair military aircraft, ground vehicles and other equipment.  The decline in revenues from these activities was primarily due to delays in the award of new contracts and task orders under existing contracts, as well as decreased U.S. military activity in the Middle East.

The Federal Services business’ revenues from our federal market sector for the nine months ended September 30, 2011 were $2.0 billion, an increase of $34.4 million, or 1.8%, compared with the nine months ended October 1, 2010.  The increase in revenues was due to the growth of our federal IT business as a result of the acquisition of Apptis, which generated $106.2 million for the nine months ended September 30, 2011.  Revenues also increased from our work managing chemical weapons demilitarization programs, as well as from the global threat reduction services we provide to secure, dismantle and eliminate weapons of mass destruction in countries worldwide.  In addition, we benefited from steady demand for the operations and installations management support we provide at space flight centers.  By contrast, revenues declined from the services we provide to the DOD to modernize aging weapons systems, develop new systems, and maintain and repair military aircraft, ground vehicles and other equipment.  The decline in revenues from these activities was primarily due to delays in the award of new contracts and task orders under existing contracts, as well as decreased U.S. military activity in the Middle East.

The Energy & Construction business’ revenues from our federal market sector for the three months ended September 30, 2011 were $378.4 million, an increase of $21.8 million, or 6.1%, compared with the three months ended October 1, 2010.  The increase was primarily driven by higher revenue on a DOE contract to provide nuclear management services for the treatment and disposal of high-level liquid waste, which accounted for an increase of $31.0 million; an $18.4 million increase related to higher activity on a DOE nuclear cleanup project; and a $16.4 million increase related to higher activity on a DOE deactivation, demolition and removal project.  These increases were partially offset by decreases of $25.8 million due to lower activity on the construction of a DOE waste treatment facility and a $17.4 million decrease from lower activities in other on-going projects.

The Energy & Construction business’ revenues from our federal market sector for the nine months ended September 30, 2011 were $1.0 billion, an increase of $129.7 million, or 14.2%, compared with the nine months ended October 1, 2010.  The increase was primarily driven by higher revenue on a DOE contract to provide nuclear management services for the treatment and disposal of high-level liquid waste, which accounted for an increase of $102.4 million and higher revenue on a DOE nuclear cleanup project, which accounted for an increase of $23.2 million.  Revenues also increased by $31.5 million and $14.2 million, respectively, due to increased activity on a DOE deactivation, demolition and removal project and a federal energy technology laboratory project, respectively.  A market sector reclassification from infrastructure to federal also resulted in an increase of $9.6 million.  These increases were partially offset by a decrease of $45.9 million due to lower activity on the construction of a DOE waste treatment facility.

58

Industrial and Commercial

Consolidated revenues from our industrial and commercial market sector for the three months ended September 30, 2011 were $492.0 million, an increase of $81.8 million, or 19.9%, compared with the three months ended October 1, 2010.  Scott Wilson generated $44.1 million in revenues from the industrial and commercial market sector during the three months ended September 30, 2011.  For the comparable period in the prior year, Scott Wilson recognized revenues of $2.8 million, from the date of the acquisition, September 10, 2010, through the end of the quarter.  During the quarter, revenues increased from the engineering and environmental services we provide under MSAs to multinational corporations, particularly among clients in the oil and gas industry.  We also benefited from increased demand for the facilities management services we provide to our clients in the manufacturing industry as they continued to outsource these services to help save cost and maximize the efficiency of their operations.  Revenues also increased from the engineering, environmental and construction services we provide to clients in the mining industry.  By contrast, we experienced a decline in revenues from the completion of several large-scale contracts involving the construction of oil and gas facilities that have not been replaced by comparable projects.

Consolidated revenues from our industrial and commercial market sector for the nine months ended September 30, 2011 were $1.4 billion, an increase of $246.5 million, or 21.1%, compared with the nine months ended October 1, 2010.  Scott Wilson generated $113.3 million in revenues from the industrial and commercial market sector during the nine months ended September 30, 2011.  For the comparable period in the prior year, Scott Wilson recognized revenues of $2.8 million, from the date of the acquisition, September 10, 2010, through the end of the quarter.  We also continued to benefit from the strong demand for the engineering and environmental services we provide under MSAs to multinational corporations, particularly among clients in the oil and gas industry.  In the manufacturing industry, we benefited from increased activity on facilities management contracts as our clients continued to outsource these services.  Revenues also increased from the engineering, environmental and construction services we provide to clients in the mining industry.  By contrast, we experienced a decline in revenues from the completion of several large-scale contracts for oil and gas clients that have not been replaced by comparable projects.

The Infrastructure & Environment business’ revenues from our industrial and commercial market sector for the three months ended September 30, 2011 were $341.1 million, an increase of $91.8 million, or 36.8%, compared with the three months ended October 1, 2010.  Scott Wilson generated $44.1 million in revenues from the industrial and commercial market sector during the three months ended September 30, 2011.  For the comparable period in the prior year, Scott Wilson revenues of $2.8 million, commencing with the acquisition date, were only partially included in the Infrastructure & Environment’s results.  During the quarter, we benefited from increased demand for the environmental and engineering work we provide under MSAs with multinational corporations.  In addition, the sustained high level of oil prices is causing many clients in the oil and gas industry to increase capital spending and move forward with projects that had previously been deferred.  Revenues also increased from the engineering, environmental and construction services we provide to mining clients.  As a result of higher commodity prices for metals and mineral resources, many of our mining clients are expanding their operations to meet growing demand.

The Infrastructure & Environment business’ revenues from our industrial and commercial market sector for the nine months ended September 30, 2011 were $948.6 million, an increase of $284.1 million, or 42.8%, compared with the nine months ended October 1, 2010.  Scott Wilson generated $113.3 million in revenues from the industrial and commercial market sector during the nine months ended September 30, 2011.  For the comparable period in the prior year, Scott Wilson revenues of $2.8 million, commencing with the acquisition date, were only partially included in the Infrastructure & Environment’s results.  Revenues also increased from the environmental and engineering work we provide under MSAs with multinational corporations.  In addition, as a result of the sustained high level of oil prices, many clients in the oil and gas industry are increasing capital spending.  In addition, we benefited from strong demand for the engineering, environmental and construction services we provide to mining clients.  As a result of higher commodity prices for metals and mineral resources, many of our mining clients are expanding their operations to meet growing demand.

59

The Energy & Construction business’ revenues from our industrial and commercial market sector for the three months ended September 30, 2011 were $150.9 million, a decrease of $10.0 million, or 6.2%, compared with the three months ended October 1, 2010.  The decrease was primarily due to the completion and wind down of oil and gas and mining projects, which accounted for $25.9 million of the decrease.  These decreases were partially offset by an increase of $12.6 million from higher activity at an industrial construction project.

The Energy & Construction business’ revenues from our industrial and commercial market sector for the nine months ended September 30, 2011 were $463.8 million, a decrease of $37.6 million, or 7.5%, compared with the nine months ended October 1, 2010.  The decrease was primarily due to the completion and wind down of oil and gas and mining projects, which accounted for $62.7 million of the decrease.  These decreases were partially offset by increases in revenues due to higher activity at an industrial construction project of $16.1 million and from on-going projects of $6.2 million.

Cost of Revenues

Our consolidated cost of revenues, which consists of labor, subcontractor costs, and other expenses related to projects and services provided to our clients, increased by 7.7% for the three months ended September 30, 2011 compared with the three months ended October 1, 2010.  Our consolidated cost of revenues increased by 6.1% for the nine months ended September 30, 2011 compared with the nine months ended October 1, 2010.  Because our revenues are primarily project-based, the factors that generally caused revenues to increase also drove a corresponding increase in our cost of revenues.  Consolidated cost of revenues as a percent of revenues increased from 91.3% for the three months ended October 1, 2010 to 93.1% for the three months ended September 30, 2011.  Consolidated cost of revenues as a percent of revenues increased from 93.4% for the nine months ended October 1, 2010 to 94.1% for the nine months ended September 30, 2011.  See “Operating Income” for further discussion.

Acquisition-related Expenses

Our consolidated acquisition-related expenses for the nine months ended September 30, 2011 were $1.0 million, which related primarily to our acquisition of Apptis in June 2011.  Our consolidated acquisition-related expenses for the three and nine months ended October 1, 2010 were $7.5 million and $11.6 million, respectively, which related to our acquisition of Scott Wilson in 2010.  Our acquisition-related expenses generally include legal fees, consultation fees, travel expenses, and other miscellaneous direct and incremental administrative expenses.

General and Administrative Expenses

Our consolidated general and administrative (“G&A”)expenses for the three months ended September 30, 2011 decreased by 14.0% compared with the three months ended October 1, 2010.  Consolidated G&A expenses as a percent of revenues was 0.7% for the three months ended September 30, 2011, compared to 0.9% for the three months ended October 1, 2010.  The decrease was primarily due to decreases in employee benefits, partially offset by an increase in IT maintenance expenses and additional legal costs associated with the refinancing of our Credit Facility.

Our consolidated G&A expenses for the nine months ended September 30, 2011 increased by 9.1% compared with the nine months ended October 1, 2010.  Consolidated G&A expenses as a percent of revenues was 0.8% for both the nine months ended September 30, 2011 and October 1, 2010.  The increase in G&A expenses was due to increases in expenses for employee benefits and the reversal, in the second quarter of fiscal year 2010, of a payroll tax accrual related to a prior acquisition.  In addition, there was an increase in audit fees resulting from the addition of Scott Wilson, an increase in IT consulting expenses, and an increase in legal expenses.  These increases were partially offset by net foreign currency gains recorded in the first nine months of 2011.

Goodwill Impairment

During the quarter ended September 30, 2011, we performed an interim goodwill impairment test due to declines in our stock price and recognized an impairment charge of $798.1 million affecting five of our six reporting units.  The impairment charge is based on a preliminary estimate and the second step of the impairment test will be completed during the fourth quarter of 2011.  Once completed, there may be a material adjustment to the goodwill impairment charge recorded on our Condensed Consolidated Statements of Operations.

60

Equity in Income of Unconsolidated Joint Ventures

Our consolidated equity in income of unconsolidated joint ventures for the three months ended September 30, 2011 increased by $37.2 million or 300.0% compared with the three months ended October 1, 2010.  Our consolidated equity in income of unconsolidated joint ventures for the nine months ended September 30, 2011 increased by $64.3 million or 176.2% compared with the nine months ended October 1, 2010.  The variances for the three-month and nine-month periods were attributable primarily to the Energy & Construction business’ unconsolidated joint ventures as discussed below.

The Energy & Construction business’ equity in income of unconsolidated joint ventures for the three months ended September 30, 2011 increased by $37.4 million or 257.9% compared with the three months ended October 1, 2010.  The increase was due primarily to:

·   a $25.0 million increase due to a charge taken in the three months ended October 1, 2010 on a Southern California highway project as a result of an adverse court ruling;

·   a $4.1 million increase resulting from higher earnings on our nuclear maintenance, operations and cleanup projects in the U.K; and

·   a $4.0 million increase due to higher earnings related to performance incentives at a DOE nuclear cleanup project.

The Energy & Construction business’ equity in income of unconsolidated joint ventures for the nine months ended September 30, 2011 increased by $63.7 million or 212.3% compared with the nine months ended October 1, 2010.  The increase was due primarily to:

·   a $23.5 million increase resulting from higher earnings on our nuclear maintenance, operations and cleanup projects in the U.K.; and

·   a $34.5 million increase resulting from a $25.0 million charge taken in the prior year comparable period versus a $9.5 million favorable claim settlement on a Southern California highway project in the current period.

Operating Income (Loss)

Our consolidated operating lossfor the three months ended September 30, 2011 was $620.2 million, a decrease of $782.4 million, or 482.4%, compared with operating income for the three months ended October 1, 2010.

Our consolidated operating loss for the nine months ended September 30, 2011 was $ 337.6 million, a decrease of $759.5 million, or 180.0%, compared with operating income for the nine months ended October 1, 2010.

The operating loss for the three and nine months ended September 30, 2011 was the result of a  $798.1 million goodwill impairment charge recorded this quarter.  This charge was partially offset by operating income resulting from the increases in revenues and equity in income of unconsolidated joint ventures described above.  See the detailed discussion in operating income by segment below.

The Infrastructure & Environment business’ operating income for the three months ended September 30, 2011 decreased by $5.7 million or 8.6% compared with the three months ended October 1, 2010.  The decrease in operating income was caused by increases in the use of subcontractors and purchase of project-related material that provide lower profit margins than activities performed directly by our employees.  In addition, slow economic activity and systems integration-related costs in the U.K. led to an increase in overhead costs as a percentage of revenues (excluding acquisition-related expenses) from 29.3% to 30.9% for the three months ended October 1, 2010 and September 30, 2011, respectively.  These increases in expenses were partially offset by a reduction in acquisition expenses of $7.5 million that we incurred during the corresponding period last year related to our acquisition of Scott Wilson.  Operating income as a percentage of revenues was 6.4% for the three months ended September 30, 2011 compared to 8.1% for the three months ended October 1, 2010.

61

The Infrastructure & Environment business’ operating income for the nine months ended September 30, 2011 decreased by $1.7 million or 1.0% compared with the nine months ended October 1, 2010.  The decrease in operating income was caused by increases in the use of subcontractors and purchase of project-related material that provide lower profit margins than activities performed directly by our employees.  In addition, slow economic activity and systems integration-related costs in the U.K. led to an increase in overhead costs as a percentage of revenues (excluding acquisition-related expenses) from 31.5% to 32.8% for the nine months ended October 1, 2010 and September 30, 2011, respectively. These increases in costs were partially offset by acquisition expenses of $11.6 million, which we incurred during the corresponding period last year, related to our acquisition of Scott Wilson.  Operating income as a percentage of revenues was 6.1% for the nine months ended September 30, 2011 compared to 7.3% for the nine months ended October 1, 2010.

The Federal Service business’ operating loss for the three months ended September 30, 2011 was  $307.1 million, a decrease of  $357.6 million, or 708.1%, compared with operating income for the three months ended October 1, 2010.  The loss was the result of a $367.4 million goodwill impairment charge recorded in the quarter ended September 30, 2011.  In addition to this charge, delayed awards of new task orders under existing contracts also contributed to the decrease in operating income.  These decreases were partially offset by increases in operating income resulting from our acquisition of Apptis in June 2011 and the recognition of performance-based incentive fees on various projects.  Operating income (loss) as a percentage of revenues was (42.7)% for the three months ended September 30, 2011 compared to 7.8% for the three months ended October 1, 2010.  

The Federal Service business’ operating loss for the nine months ended September 30, 2011 was $ 225.5 million, a decrease of $349.3 million, or 282.1%, compared with operating income for the nine months ended October 1, 2010.  The loss was the result of a $367.4 million goodwill impairment charge recorded in the quarter ended September 30, 2011.  In addition to this charge, delayed awards of new task orders under existing contracts also contributed to the decrease in operating income.  These decreases were partially offset by increases in operating income resulting from our acquisition of Apptis in June 2011 and the recognition of performance-based incentive fees on various projects.  Operating income (loss) as a percentage of revenues was (11.5)% for the nine months ended September 30, 2011 compared to 6.4% for the nine months ended October 1, 2010.

The Energy & Construction business’ operating lossfor the three months ended September 30, 2011 was $355.3 million, a decrease of $422.1 million, or 631.9%, compared with operating income for the three months ended October 1, 2010.  The loss was the result of a $430.7 million goodwill impairment charge recorded in the quarter ended September 30, 2011.  As a percentage of revenues, operating income (loss) was (42.1)% for the three months ended September 30, 2011 compared to 7.4% for the three months ended October 1, 2010.  In addition to the goodwill impairment charge, the decrease in operating income was also due to:

·   a $9.2 million decrease resulting from lower activity on an air quality control services project; and

·   a $5.5 million decrease resulting from completed projects.

These decreases were partially offset by:

·   a $25.0 million increase due to a charge taken in the prior year comparable period on a Southern California highway project as a result of an adverse court ruling.

62

The Energy & Construction business’ operating loss for the nine months ended September 30, 2011 was $222.8 million, a decrease of $403.5 million, or 223.3%, compared with operating income for the three months ended October 1, 2010.  The decline in operating income was the result of a $430.7 million goodwill impairment charge recorded in the quarter ended September 30, 2011.  As a percentage of revenues, operating income (loss) was (8.8)% for the nine months ended September 30, 2011 compared to 7.0% for the nine months ended October 1, 2010.  In addition to the goodwill impairment charge, the decrease in operating income was also due to:

·   an $18.4 million decrease resulting from a higher loss recorded in the current year compared to the prior year on a common sulfur project;

·   a $20.4 million decrease resulting from completed projects;

·   a $10.0 million decrease resulting from a one-time schedule incentive recognized in the nine months ended October 1, 2010 on a clean air project;

·   an $11.7 million decrease in major component replacement projects performed at nuclear power plants; and

·   a $4.6 million charge recorded in the current year on a DOE deactivation, demolition and removal project.

These decreases were partially offset by:

·   a $34.5 million increase resulting from a $25.0 million charge taken in the prior year comparable period versus a $9.5 million favorable claim settlement on a Southern California highway project in the current period;

·   a $23.5 million increase resulting from higher earnings on two nuclear maintenance, operations and cleanup projects in the U.K.;

·   an $11.1 million increase due to higher earnings on a DOE nuclear cleanup project;

·   a $10.5 million increase resulting from cost savings on an air quality control services project; and

·   a $9.7 million increase resulting from favorable performance and contract negotiations on a levee construction project.

Interest Expense

Our consolidated interest expense for the three months ended September 30, 2011 decreased by $4.4 million or 46.3% compared with the three months ended October 1, 2010.  This decrease was primarily due to the fact that we incurred interest expense on a floating-for-fixed interest rate swap, which matured on December 31, 2010, for the three months ended October 1, 2010.  We did not have a similar interest rate instrument in 2011.  In addition, we had lower debt balances in fiscal 2011.

Our consolidated interest expense for the nine months ended September 30, 2011 decreased by $8.6 million or 36.0% compared with the nine months ended October 1, 2010.  This decrease was primarily due to the fact that we incurred interest expense on a floating-for-fixed interest rate swap, which matured on December 31, 2010, for the nine months ended October 1, 2010.  We did not have a similar interest rate instrument in 2011.  This decrease was partially offset by adjustments to interest expense related to our uncertain tax positions in 2010.  In addition, we had lower debt balances in fiscal 2011.

63

Income Tax Expense

The reconciliation of our income tax expense and effective income tax rates for the nine months ended September 30, 2011 and October 1, 2010 is as follows:

	Nine Months Ended
	September 30, 2011			October 1, 2010 (1)
(In millions, except for percentages)	Amount		Tax Rate	Amount		Tax Rate
				As Revised (2)
U.S. statutory rate applied to income (loss) before taxes	$	(123.5)	35.0%	$	139.3	35.0%
State taxes, net of federal benefit		5.4	(1.5%)		16.0	4.0%
Change in indefinite reinvestment assertion		—	—		(58.2)	(14.6%)
Adjustments to valuation allowances		14.4	(4.1%)		14.4	3.6%
Adjustments related to changing foreign tax credits to deductions		—	—		13.6	3.4%
Foreign income taxed at rates other than 35%		(19.6)	5.6%		(13.7)	(3.4%)
Goodwill impairment		192.9	(54.7%)		—	—
Exclusion of tax on noncontrolling interests		(22.1)	6.3%		(20.3)	(5.1%)
Other adjustments		(2.4)	0.6%		2.9	0.7%
Total income tax expense	$	45.1	(12.8%)		94.0	23.6%

(1)   The 2010 nine-month period included a decrease of $42.1 million resulting from our decision to indefinitely reinvest the earnings of all of our foreign subsidiaries, as part of our strategy to expand our business globally.

(2)   The prior period amounts have been revised as discussed in Note 1, “Business, Basis of Presentation, and Accounting Policies,” to our “Condensed Consolidated Financial Statements” included under Part I – Item 1 of this report.

64

LIQUIDITY AND CAPITAL RESOURCES

	Nine Months Ended
	September 30,				October 1,
(In millions)	2011				2010
Cash flows from operating activities		$	362.5			$	353.5
Cash flows from investing activities			(339.9	)			(289.5	)
Cash flows from financing activities			(169.3	)			(228.1	)

Overview

During the nine months ended September 30, 2011, our primary sources of liquidity were collections of accounts receivable from our clients, dividends from our unconsolidated joint ventures and borrowings from lines of credit.  Our primary uses of cash were to fund business acquisitions, working capital, income tax payments, and capital expenditures; to service our debt; to repurchase our common stock; and to make distributions to the noncontrolling interests in our consolidated joint ventures.

Our cash flows from operations are primarily impacted by fluctuations in working capital, which is affected by numerous factors, including the billing and payment terms of our contracts, stage of completion of contracts performed by us, the timing of payments to vendors, subcontractors, and joint ventures, changes in income tax and interest payments, and unforeseen events or issues that may have an impact on our working capital.

Liquidity

Cash and cash equivalents include all highly liquid investments with maturities of 90 days or less at the date of purchase, including interest-bearing bank deposits and money market funds.  At September 30, 2011 and December 31, 2010, restricted cash, included in “Other current assets” on our Condensed Consolidated Balance Sheets, was $21.3 million and $28.0 million, respectively.  As of September 30, 2011 and December 31, 2010, cash and cash equivalents included $115.0 million and $85.6 million, respectively, of cash held by our consolidated joint ventures.

Accounts receivable and costs and accrued earnings in excess of billings on contracts represent our primary sources of cash inflows from operations.  Costs and accrued earnings in excess of billings on contracts represent amounts that will be billed to clients as soon as invoice support can be assembled, reviewed and provided to our clients, or when specific contractual billing milestones are achieved.  In some cases, unbilled amounts may not be billable for periods generally extending from two to six months and, rarely, beyond a year.  As of September 30, 2011 and December 31, 2010, significant unapproved change orders and claims, which are included in costs and accrued earnings in excess of billings on contracts, collectively represented approximately 2% of our gross accounts receivable and accrued earnings in excess of billings on contracts.

All accounts receivable and costs and accrued earnings in excess of billings on contracts are evaluated on a regular basis to assess the risk of collectability and allowances are provided as deemed appropriate.  Based on the nature of our customer base, including U.S. federal, state and local governments and large reputable companies, and contracts, we have not historically experienced significant write-offs related to receivables and costs and accrued earnings in excess of billings.  The size of our allowance for uncollectible receivables as a percentage of the combined totals of our accounts receivable and accrued earnings in excess of billings on contracts is indicative of our history of successfully billing costs and accrued earnings in excess of billings on contracts and collecting the billed amounts from our clients.

65

As of September 30, 2011 and December 31, 2010, our receivable allowances represented 1.95% and 1.89%, respectively, of the combined total accounts receivable and costs and accrued earnings in excess of billings on contracts.  We believe that our allowance for doubtful accounts receivable as of September 30, 2011 is adequate.  We have placed significant emphasis on collection efforts and continually monitor our receivable allowance.  However, future economic conditions may adversely affect the ability of some of our clients to make payments or the timeliness of their payments; consequently, it may also affect our ability to consistently collect cash from our clients and meet our operating needs.  The other significant factors that typically affect our realization of our accounts receivable include the billing and payment terms of our contracts, as well as the stage of completion of our performance under the contracts.  Our operating cash flows may also be affected by changes in contract terms or the timing of advance payments to our joint ventures, partnerships and partially-owned limited liability companies relative to the contract collection cycle.  In addition, substantial advance payments or billings in excess of costs also have an impact on our liquidity.  Billings in excess of costs as of September 30, 2011 and December 31, 2010 were $335.5 million and $275.8 million, respectively.

We use Days Sales Outstanding (“DSO”) to monitor the average time, in days, that it takes us to convert our accounts receivable into cash.  DSO also is a useful tool for investors to measure our liquidity and understand our average collection period.  We calculate DSO by dividing net accounts receivable less billings in excess of costs and accrued earnings on contracts as of the end of the quarter into the amount of revenues recognized during the quarter, and multiplying the result of that calculation by the number of days in that quarter.  Our DSO increased from 74 days as of December 31, 2010 to 76 days as of September 30, 2011, which is primarily due to the timing of payments from clients on our accounts receivable.

We believe that we have sufficient resources to fund our operating and capital expenditure requirements, pay income taxes, as well as to service our debt, for at least the next twelve months.  In the ordinary course of our business, we may experience various loss contingencies including, but not limited to, the pending legal proceedings identified in Note 16, “Commitments and Contingencies,” to our Condensed Consolidated Financial Statements included under Part 1 – Item 1 of this report, which may adversely affect our liquidity and capital resources.

66

Operating Activities

The increase in cash flows from operating activities for the nine months ended September 30, 2011, compared to the nine months ended October 1, 2010, was primarily due to the timing of payments from clients on accounts receivable, project performance payments, and vendor and subcontractor payments.  The increase was partially offset by higher income tax payments and higher defined benefit plan contributions.

Investing Activities

Cash flows used for investing activities of $339.9 million during the nine months ended September 30, 2011 consisted of the following significant activities:

·   payments for business acquisitions, net of cash acquired, and for exercised shares in connection with a  prior business acquisition, of $278.8 million;

·   capital expenditures, excluding purchases financed through capital leases and equipment notes, of $61.7 million; and

·   disbursements related to advances to unconsolidated joint ventures of $12.6 million.

Cash flows used for investing activities of $289.5 million during the nine months ended October 1, 2010 consisted of the following significant activities:

·   payments for our acquisition of Scott Wilson, net of cash acquired, of $288.0 million;

·   capital expenditures, excluding purchases financed through capital leases and equipment notes, of $34.1 million; and

·   $16.5 million in net change in restricted cash balance primarily due to restrictions on cash balance of $28.4 million that collateralize the five-year loan notes (“Loan Notes”) that we issued to shareholders of Scott Wilson as an alternative to cash consideration.

These cash flows were partially offset by:

·   maturity of short-term investments of $30.2 million; and

·   consolidation of joint ventures, which resulted in a $20.7 million increase to the cash balance at the beginning of our 2010 fiscal year.

For the remainder of fiscal year 2011, we expect to incur approximately $13 million in capital expenditures, a portion of which will be financed through capital leases or equipment notes.

Financing Activities

Cash flows used for financing activities of $169.3 million during the nine months ended September 30, 2011 consisted of the following significant activities:

·   repurchases of our common stock of $136.7 million;

·   net borrowing from revolving line of credit of $50.0 million;

·   distributions to noncontrolling interests of $77.5 million; and

·   net change in overdrafts of $18.2 million.

Cash flows used for financing activities of $228.1 million during the nine months ended October 1, 2010 consisted of the following significant activities:

·   repurchases of our common stock of $85.5 million;

·   payments of $75.0 million on the term loans under our 2007 Credit Facility; and

·   distributions to noncontrolling interests of $71.7 million.

67

Contractual Obligations and Commitments

The following table contains information about our contractual obligations and commercial commitments followed by narrative descriptions as of September 30, 2011:

Contractual Obligations	Payments and Commitments Due by Period
(Debt payments include principal only)			Less Than						After
(In millions)	Total		1 Year		1-3 Years		4-5 Years		5 Years		Other
As of September 30, 2011:
2007 Credit Facility (1)	$	625.0	$	—	$	37.5	$	587.5	$	—	$	—
Revolving line of credit		50.0		—		50.0		—		—		—
Capital lease obligations (2)		18.9		8.2		7.1		3.6		—		—
Notes payable, foreign credit lines and other indebtedness		70.8		62.7		6.1		2.0		—		—
Total debt		764.7		70.9		100.7		593.1		—		—
Operating lease obligations (2)		600.7		144.7		219.9		132.1		104.0		—
Pension and other retirement plans funding requirements (3)		461.2		75.6		71.1		79.3		235.2		—
Interest (4)		94.5		13.8		37.2		39.3		4.2		—
Purchase obligations (5)		17.9		8.6		9.3		—		—		—
Asset retirement obligations (6)		8.2		1.2		2.6		0.4		4.0		—
Other contractual obligations (7)		28.6		6.2		—		—		—		22.4
Total contractual obligations	$	1,975.8	$	321.0	$	440.8	$	844.2	$	347.4	$	22.4

(1)   Amounts shown exclude unamortized debt issuance costs of $3.0 million for our 2007 Credit Facility.  On October 19, 2011, we entered into a new five-year $1.7 billion senior credit facility (“2011 Credit Facility”), which replaced our 2007 Credit Facility.  In the table above, we have classified the current portion of our 2007 Credit Facility as long term and have presented the repayment amounts by period based upon the 2011 Credit Facility maturity schedule.  See “2011 Credit Facility” section for the new maturity schedule on page 70.

(2)   For capital lease obligations, amounts shown exclude interest of $1.3 million.  Operating leases are predominantly real estate leases.

(3)   Amounts consist of estimated pension and other retirement plan funding requirements for various pension, post-retirement, and other retirement plans.

(4)   Interest for the next five years, which excludes non-cash interest, is determined based on the current outstanding balance of our debt and payment schedule at the estimated interest rate including the effect of the interest rate swaps.

(5)   Purchase obligations consist primarily of software maintenance contracts.

(6)   Asset retirement obligations represent the estimated costs of removing and restoring our leased properties to the original condition pursuant to our real estate lease agreements.

(7)   Other contractual obligations include net liabilities for anticipated settlements and interest under our tax liabilities, accrued benefit for our executives pursuant to their employment agreements, and our contractual obligations to joint ventures.  Generally, it is not practicable to forecast or estimate the payment dates for the above-mentioned tax liabilities.  Therefore, we included the estimated liabilities under the “Other” column above.

68

Off-balance Sheet Arrangements

In the ordinary course of business, we may use off-balance sheet arrangements if we believe that such an arrangement would be an efficient way to lower our cost of capital or help us manage the overall risks of our business operations.  We do not believe that such arrangements have had a material adverse effect on our financial position or our results of operations.

The following is a list of our off-balance sheet arrangements:

·   Letters of credit and bank guarantees are used primarily to support project performance, insurance programs, bonding arrangements and real estate leases.  We are required to reimburse the issuers of letters of credit and bank guarantees for any payments they make under the outstanding letters of credit or bank guarantees.  Our 2011 Credit Facility and our international credit facilities cover the issuance of our standby letters of credit and bank guarantees and are critical for our normal operations.  If we default on the 2011 Credit Facility or international credit facilities, our ability to issue or renew standby letters of credit and bank guarantees would impair our ability to maintain normal operations.

As of September 30, 2011, we had $116.1 million in standby letters of credit outstanding under our 2007 Credit Facility, which was replaced by our 2011 Credit Facility in October 2011, and $35.7 million in bank guarantees outstanding under foreign credit facilities and other banking arrangements.

·   We have agreed to indemnify one of our joint venture partners up to $25.0 million for any potential losses, damages, and liabilities associated with lawsuits in relation to general and administrative services we provide to the joint venture.  Currently, we have not been advised of any indemnified claims under this guarantee.

·   We have guaranteed a letter of credit issued on behalf of one of our consolidated joint ventures.  The total amount of the letter of credit was $0.9 million as of September 30, 2011.

·   We have guaranteed several of our foreign credit facilities and bank guarantee lines.  The aggregate amount of these guarantees was $50.8 million as of September 30, 2011.

·   We have guaranteed the obligations of our U.K. defined benefit plans.  As of December 31, 2010, the net underfunded obligation was $72.8 million.

·   From time to time, we provide guarantees and indemnifications related to our services or work.  If our services under a guaranteed or indemnified project are later determined to have resulted in a material defect or other material deficiency, then we may be responsible for monetary damages or other legal remedies.  When sufficient information about claims on guaranteed or indemnified projects is available and monetary damages or other costs or losses are determined to be probable, we recognize such guarantee losses.

·   In the ordinary course of business, we enter into various agreements providing performance assurances and guarantees to clients on behalf of certain unconsolidated subsidiaries, joint ventures, and other jointly executed contracts.  We enter into these agreements primarily to support the project execution commitments of these entities.  The potential payment amount of an outstanding performance guarantee is typically the remaining cost of work to be performed by or on behalf of third parties under engineering and construction contracts.  However, we are not able to estimate other amounts that may be required to be paid in excess of estimated costs to complete contracts and, accordingly, the total potential payment amount under our outstanding performance guarantees cannot be estimated.  For cost-plus contracts, amounts that may become payable pursuant to guarantee provisions are normally recoverable from the client for work performed under the contract.  For lump sum or fixed-price contracts, this amount is the cost to complete the contracted work less amounts remaining to be billed to the client under the contract.  Remaining billable amounts could be greater or less than the cost to complete.  In those cases where costs exceed the remaining amounts payable under the contract, we may have recourse to third parties, such as owners, co-venturers, subcontractors or vendors, for claims.

·   In the ordinary course of business, our clients may request that we obtain surety bonds in connection with contract performance obligations that are not required to be recorded in our Condensed Consolidated Balance Sheets.  We are obligated to reimburse the issuer of our surety bonds for any payments made hereunder.  Each of our commitments under performance bonds generally ends concurrently with the expiration of our related contractual obligation.

69

2007 Credit Facility

As of both September 30, 2011 and December 31, 2010, the outstanding balance of term loan A was $490.0 million at interest rates of 1.24% and 1.26%, respectively.  As of both September 30, 2011 and December 31, 2010, the outstanding balance of term loan B was $135.0 million at interest rates of 2.49% and 2.51%, respectively.

Under the terms of our 2007 Credit Facility, our next scheduled payment would have been due in March 2012.  Our 2007 Credit Facility was replaced by our 2011 Credit Facility as discussed in more detail below.  The proceeds from our 2011 Credit Facility were used to pay off our 2007 Credit Facility, which included outstanding term loans of $625.0 million and a revolving line of credit in the amount of $50.0 million.

Revolving Line of Credit

We had an outstanding debt balance of $50.0 million on our revolving line of credit with an interest rate of 1.19% as of September 30, 2011, but did not have an outstanding balance as of December 31, 2010.  As of September 30, 2011, we had issued $116.1 million of letters of credit, leaving $533.9 million available under our revolving credit facility.

2011 Credit Facility

On October 19, 2011, we entered into a new, five-year $1.7 billion senior credit facility, our 2011 Credit Facility, which replaced our 2007 Credit Facility.  This new credit facility provides a term loan facility of $700.0 million and revolving credit facilities of $1.0 billion.  As part of this facility, we can borrow up to $400.0 million in various foreign currencies and have an option to increase the size of the revolving credit facility or obtain a term loan of up to an additional $1.0 billion from new or existing lenders.

Our 2011 Credit Facility matures on October 19, 2016 and our first quarterly principal payment is due on December 28, 2012.  We have an option to prepay the term loans at any time without penalty.  Following are maturities of the outstanding loans under our 2011 Credit Facility for each of the next five years:

(In millions)	Loans Outstanding under our 2011 Credit Facility
First year	$	—
Second year		35.0
Third year		52.5
Fourth year		70.0
Fifth year		542.5
Total	$	700.0

Loans outstanding under our 2011 Credit Facility bear interest, at our option, at the base rate or at the Eurocurrency rate plus, in each case, an applicable per annum margin.  The applicable margin is determined based on the better of our debt ratings or our leverage ratio in accordance with a pricing grid.  The initial interest rate on this new facility is 1.74%, which is comprised of the London Interbank Offered Rate (“LIBOR”) plus 150 basis points.  As specified by our 2011 Credit Facility, we are required to maintain ratings from both Standard and Poor's and Moody's Investor Services.  During the third quarter of 2011, both Standard and Poor's and Moody's Investor Services upgraded our credit ratings to BBB- and Baa3, respectively.

Under our 2011 Credit Facility, we are subject to financial covenants and other customary non-financial covenants.  Our financial covenants include a maximum consolidated leverage ratio, which is calculated by dividing total debt by earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined below, and a minimum interest coverage ratio, which is calculated by dividing cash interest expense into EBITDA.  Both calculations are based on the financial data of our most recent four fiscal quarters.

70

For purposes of our 2011 Credit Facility, consolidated EBITDA is defined as consolidated net income attributable to URS plus interest, depreciation and amortization expense, income tax expense, and other non-cash items (including impairments of goodwill or intangible assets).  Consolidated EBITDA shall include pro-forma components of EBITDA attributable to any permitted acquisition consummated during the period of calculation.

Our 2011 Credit Facility contains restrictions, some of which apply only above specific thresholds, regarding indebtedness, liens, investments and acquisitions, contingent obligations, dividend payments, stock repurchases, asset sales, fundamental business changes, transactions with affiliates, and changes in fiscal year.

Our 2011 Credit Facility identifies various events of default and provides for acceleration of the obligations and exercise of other enforcement remedies upon default.  Events of default include our failure to make payments under the credit facility; cross-defaults; a breach of financial, affirmative and negative covenants; a breach of representations and warranties; bankruptcy and other insolvency events; the existence of unsatisfied judgments and attachments; dissolution; other events relating to the Employee Retirement Income Security Act; a change of control and invalidity of loan documents.

Our 2011 Credit Facility is guaranteed by all of our existing and future domestic subsidiaries which, on an individual basis, represent more than 10% of either our consolidated domestic assets or consolidated domestic revenues.  If necessary, additional domestic subsidiaries will be included so that assets and revenues of subsidiary guarantors are equal at all times to at least 80% of our consolidated domestic assets and consolidated domestic revenues of our available domestic subsidiaries.

The proceeds from the new credit facility were used to pay off our 2007 Credit Facility, which included outstanding term loans of $625.0 million and revolving line of credit in the amount of $50.0 million, and to pay the related refinancing costs.  We may use the remaining proceeds and any future borrowings from our 2011 Credit Facility for general corporate purposes, including funding working capital, making capital expenditures, funding acquisitions and repurchasing our common stock.

As a result of this refinancing, we reclassified the current portion of our 2007 Credit Facility in the amount of $295.8 million as “Long-term debt” on our Condensed Consolidated Balance Sheet as of September 30, 2011.

Other Indebtedness

Notes payable, Loan Notes, and foreign credit lines.  As of September 30, 2011 and December 31, 2010, we had outstanding amounts of $70.8 million and $62.8 million, respectively, in notes payable, Loan Notes and foreign lines of credit.  The weighted-average interest rates of the notes payable were approximately 2.48% and 2.32% as of September 30, 2011 and December 31, 2010, respectively.  Notes payable primarily include notes used to finance the purchase of office equipment, computer equipment and furniture.

As of September 30, 2011 and December 31, 2010, we had $65.4 million and $62.8 million in lines of credit available under these facilities, respectively.  As of September 30, 2011 and December 31, 2010, the total outstanding debt balance of our foreign credit lines was $26.3 million and $16.1 million, respectively.

Capital Leases.  As of September 30, 2011 and December 31, 2010, we had obligations under our capital leases of approximately $18.9 million and $19.4 million, respectively, consisting primarily of leases for office equipment, computer equipment and furniture.

Operating Leases.  As of September 30, 2011 and December 31, 2010, we had obligations under our operating leases of approximately $600.7 million and $600.3 million, respectively, consisting primarily of real estate leases.

71

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions in the application of certain accounting policies that affect amounts reported in our consolidated financial statements and related footnotes included in Item 1 of this report.  In preparing these financial statements, we have made our best estimates and judgments of certain amounts, after considering materiality.  Application of these accounting policies, however, involves the exercise of judgment and the use of assumptions as to future uncertainties.  Consequently, actual results could differ from our estimates, and these differences could be material.

The accounting policies that we believe are most critical to an investor’s understanding of our financial results and condition and that require complex judgments by management are included in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2010.  There were no material changes to these critical accounting policies during the nine months ended September 30, 2011.

72

ADOPTED AND OTHER RECENTLY ISSUED ACCOUNTING STANDARDS

An accounting standard update related to new disclosures about fair value measurements was issued.  Part of the standard was effective for us in the first quarter of our 2010 fiscal year.  The additional requirement to reconcile recurring Level 3 measurements, including purchases, sales, issuances and settlements on a gross basis, became effective for us beginning with the first quarter of our 2011 fiscal year.  The adoption of the final part of the standard did not have a material impact on our condensed consolidated financial statements.

An accounting standard update regarding fair value measurement was issued to conform the definition of fair value and common requirements for measurement of and disclosure about fair value under U.S. GAAP and International Financial Reporting Standards.  The amended standard also clarifies the application of existing fair value measurement requirements and expands the disclosure requirements for fair value measurements that are estimated using significant unobservable Level 3 inputs.  The standard update is effective for us beginning with our first interim period of fiscal year 2012.  We do not expect the adoption of the standard to have a material impact on our condensed consolidated financial statements.

An accounting standard update related to the way companies test for impairment of goodwill was issued.  Pursuant to this accounting update, goodwill of the reporting unit is not impaired if the carrying amount of a reporting unit is greater than zero and its fair value exceeds its carrying amount.  In that event, the second step of the impairment test is not required.  However, if the carrying amount of a reporting unit is zero or negative, the second step of the impairment test is required to be performed to measure the amount of impairment loss, if any, when it is more likely than not that goodwill impairment exists.  In considering whether it is more likely than not that goodwill impairment exists, a company must evaluate whether there are qualitative factors that could adversely affect goodwill.  Consistent with the prior requirements, this test must be performed annually or, if an event occurs or circumstances exist that indicate that it is more likely than not that goodwill impairment exists, in the interim.  This standard became effective for us beginning in the first quarter of our 2011 fiscal year.  The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

An accounting standard update related to goodwill impairment testing was issued.  The update gives companies the option to perform a qualitative assessment to first assess whether the fair value of a reporting unit is less than its carrying amount.  If an entity determines it is more likely than not that the fair value of the reporting unit is more than its carrying amount, then performing the two-step impairment test is unnecessary.  The update will become effective for us beginning with our first interim period of fiscal year 2012, but early adoption is allowed.  We have not determined when we will adopt this accounting standard; however, we do not expect the adoption of the standard to have a material impact on our condensed consolidated financial statements.

An accounting standard related to the presentation of other comprehensive income was issued to increase the prominence of items reported in other comprehensive income.  The amended standard requires the components of net income and the components of other comprehensive income to be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements and other disclosures.  This standard will become effective for us beginning with the first quarter of fiscal year 2012; however, early adoption is permitted.  We have partially adopted the standard and will adopt it fully no later than the first quarter of our 2012 fiscal year.  As this accounting standard only requires enhanced disclosure, the adoption of this standard will not significantly impact our condensed consolidated financial statements.

An accounting standard update was issued related to disclosure requirements for multiemployer pension plans and multiemployer plans that provide postretirement benefits other than pensions.  The update requires employers participating in either of these types of plans, if they are significant plans, to provide additional quantitative and qualitative disclosures on an annual basis with more detailed information regarding an employer’s involvement in the plans, financial health of the plans and the nature of the employer commitments to the plan.  This standard will become effective for us for the fiscal year ending December 30, 2011.  This update affects only disclosures, not accounting.  Therefore, we do not expect any impact on our consolidated financial statements from the adoption of this guidance.

73

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are exposed to changes in interest rates as a result of our borrowings under our 2011 Credit Facility, which replaced our 2007 Credit Facility in October 2011.  Based on the outstanding indebtedness of $700.0 million under our 2011 Credit Facility, if market rates used to calculate interest expense were to average 1% higher in the next twelve months, our net-of-tax interest expense would increase by approximately $4.2 million.  As market rates are at historically low levels, the rate used to calculate our interest expense cannot drop by the full 1% as our current variable margin is 0.24%.  If our variable margin rate drops by 0.24%, it would lower our net-of-tax interest expense by approximately $1.0 million.  This analysis is computed taking into account the current outstanding balances of our 2011 Credit Facility, assumed interest rates and current debt payment schedule.  The result of this analysis would change if the underlying assumptions were modified.

Foreign Currency Risk

The majority of our transactions are in U.S. dollars; however, our foreign subsidiaries conduct businesses in various foreign currencies.  Therefore, we are subject to currency exposures and volatility because of currency fluctuations.  We attempt to minimize our exposure to foreign currency fluctuations by matching our revenues and expenses in the same currency for our contracts.  From time to time, we purchase derivative financial instruments in the form of foreign currency exchange contracts to manage specific foreign currency exposures.  Currently, we have several immaterial foreign currency contracts to cover the risks associated with our international operations.  We had a foreign currency translation loss of $21.9 million and a foreign currency translation gain of $21.6 million for the three months ended September 30, 2011 and October 1, 2010, respectively.  We had a foreign currency translation loss of $3.2 million and a foreign currency translation gain of $15.2 million for the nine months ended September 30, 2011 and October 1, 2010, respectively.

74

ITEM 4.  CONTROLS AND PROCEDURES

Attached as exhibits to this Form 10-Q are certifications of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  This “Controls and Procedures” section includes information concerning the controls and controls evaluation referred to in the certifications and should be read in conjunction with the certifications for a more complete understanding.

Evaluation of Disclosure Controls and Procedures

Based on our management’s evaluation, with the participation of our CEO and CFO, of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), our CEO and CFO have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this report, to provide reasonable assurance that the information required to be disclosed by us in the reports that we filed or submitted to the Securities and Exchange Commission (“SEC”) under the Exchange Act were (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

The company’s management, including the CEO and CFO, has designed our disclosure controls and procedures and our internal control over financial reporting to provide reasonable assurances that the controls’ objectives will be met.  However, management does not expect that disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.  The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.  Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.  The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any system’s design will succeed in achieving its stated goals under all potential future conditions.  Projections of any evaluation of a system’s control effectiveness into future periods are subject to risks.  Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

75

PART II

OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Various legal proceedings are pending against our subsidiaries and us.  The resolution of outstanding claims and litigation is subject to inherent uncertainty, and it is reasonably possible that resolution of any of the outstanding claims or litigation matters could have a material adverse effect on us.  See Note 16, “Commitments and Contingencies,” to our “Condensed Consolidated Financial Statements” included under Part I – Item 1 of this report for a discussion of some of these recent changes in our legal proceedings, which Note is incorporated herein by reference.

ITEM 1A.  RISK FACTORS

In addition to the other information included or incorporated by reference in this quarterly report on Form 10-Q, the following risk factors could also affect our financial condition and results of operations:

Demand for our services is cyclical and vulnerable to economic downturns and reductions in government and private industry spending.  If the economy remains weak or client spending declines further, then our revenues, profits and our financial condition may deteriorate.

Demand for our services is cyclical and vulnerable to economic downturns and reductions in government and private industry spending, which has resulted and may continue to result in delaying, curtailing or canceling proposed and existing projects.  In fiscal years 2010 and 2011, our clients were affected by the weak economic conditions caused by the declines in the global overall economy and constraints in the credit market.  As a result, some clients delayed, curtailed or cancelled proposed and existing projects and may continue to do so.  For example, as of September 30, 2011, our book of business declined compared to the end of our fiscal year 2010, particularly in our backlog from our federal market sector.  In addition, our clients may find it more difficult to raise capital in the future due to limitations on the availability of credit and other uncertainties in the federal, municipal and corporate credit markets, particularly in light of the downgrade by Standard & Poor’s of U.S. sovereign debt.  Also, our clients may demand more favorable pricing terms and find it increasingly difficult to timely pay invoices for our services, which would impact our future cash flows and liquidity.  In addition, any rapid changes in the prices of commodities make it difficult for our clients and us to forecast future capital expenditures.  Inflation or significant changes in interest rates could reduce the demand for our services.  Any inability to timely collect our invoices may lead to an increase in our accounts receivable and potentially to increased write-offs of uncollectible invoices.  If the economy remains weak or uncertain, or client spending declines further, then our revenues, book of business, net income and overall financial condition could deteriorate.

The recently approved federal debt ceiling legislation could significantly reduce government demand for the services we provide.

Congressional negotiations during July and August leading to the debt ceiling legislation and related concerns regarding the ability of government to address critical economic issues, together with the announcement by Standard & Poor’s of the downgrading of its rating on U.S. sovereign debt, resulted in significant and continuing financial market and economic disruptions.  On August 2, 2011, federal legislation increasing the federal debt ceiling included significant reductions in spending, a substantial portion of which is related to defense spending.  Moreover, further spending cutbacks, including severe reductions in defense spending, could result from the efforts, or the failure of efforts, by the Joint Select Committee on Deficit Reduction to reduce the federal debt mandated by the second phase of the debt ceiling legislation.  Any significant reduction in federal government expenditures could reduce government demand for the services we provide, including defense spending and could have a material adverse effect on our results of operation and financial condition.

76

If our goodwill or intangible assets become impaired, then our profits will be reduced.

If our goodwill or intangible assets become impaired, then our profits will be reduced.  For example, this quarter, a decline in our stock price and market capitalization triggered an impairment test that caused us to estimate and recognize a goodwill impairment charge of $798.1 million.  In addition, since goodwill impairment calculations are based on estimates, it is possible that we may need to take additional goodwill impairment charges in the future.  Goodwill may be impaired if the estimated fair value of one or more of our reporting units’ goodwill is less than the carrying value of the unit’s goodwill.  Because we have grown in part through acquisitions, goodwill and other intangible assets represent a substantial portion of our assets.  Goodwill and other net intangible assets were $3.3 billion as of September 30, 2011.  We perform an analysis on our goodwill balances to test for impairment on an annual basis and whenever events occur that indicate impairment could exist.  There are several instances that may cause us to further test our goodwill for impairment between the annual testing periods including:  continued deterioration of market and economic conditions that may adversely impact our ability to meet our projected results; declines in our stock price caused by continued volatility in the financial markets that may result in increases in our weighted-average cost of capital or other inputs to our goodwill assessment; and the occurrence of events that may reduce the fair value of a reporting unit below its carrying amount, such as the sale of a significant portion of one or more of our reporting units.  We also perform an analysis of our intangible assets to test for impairment whenever events occur that indicate impairment could exist.  Examples of such events are significant adverse changes in the intangible asset’s market value, useful life, or in the business climate that could affect its value; a current-period operating or cash flow loss or a projection or forecast that demonstrates continuing losses associated with the use of the intangible asset; and a current expectation that, more likely than not, the intangible asset will be sold or otherwise disposed of before the end of its previously estimated useful life.

We may not realize the full amount of revenues reflected in our book of business, particularly in light of the current economic conditions, which could harm our operations and could significantly reduce our expected profits and revenues.

We account for all contract awards that may eventually be recognized as revenues or equity in income of unconsolidated joint ventures as our “book of business,” which includes backlog, option years and indefinite delivery contracts (“IDCs”).  As of September 30, 2011, our book of business was estimated at approximately $29.0 billion, which included $16.0 billion of our backlog.  Our book of business estimates may not result in realized profits and revenues in any particular period because clients may delay, modify terms or terminate projects and contracts and may decide not to exercise contract options or issue task orders.  This uncertainty is particularly acute in light of current economic conditions as the risk of contracts in backlog being delayed or cancelled is more likely to increase during periods of economic volatility.  In addition, our government contracts or subcontracts are subject to renegotiation or termination at the convenience of the applicable U.S. federal, state or local governments, as well as national governments of other countries.  Accordingly, if we do not realize a substantial amount of our book of business, our operations could be harmed and our expected profits and revenues could be significantly reduced.

77

As a government contractor, we must comply with various procurement laws and regulations and are subject to regular government audits; failure to comply with any of these laws and regulations could result in sanctions, contract termination, forfeiture of profit, harm to our reputation or loss of our status as an eligible government contractor.  Any interruption or termination of our government contractor status could reduce our profits and revenues significantly.

As a government contractor, we enter into many contracts with federal, state and local government clients.  For example, revenues from our federal market sector represented 49% of our total revenues for the nine months ended September 30, 2011.  We are affected by and must comply with federal, state, local and foreign laws and regulations relating to the formation, administration and performance of government contracts.  For example, we must comply with the Federal Acquisition Regulation (“FAR”), the Truth in Negotiations Act, Cost Accounting Standards (“CAS”), the American Recovery and Reinvestment Act (“ARRA”), the Services Contract Act, export controls rules and Department of Defense (“DOD”) security regulations, as well as many other laws and regulations.  In addition, we must also comply with other government regulations related to employment practices, environmental protection, health and safety, tax, accounting and anti-fraud, as well as many others in order to maintain our government contractor status.  These laws and regulations affect how we transact business with our clients and in some instances, impose additional costs on our business operations.  Even though we take precautions to prevent and deter fraud, misconduct and non-compliance, we face the risk that our employees or outside partners may engage in misconduct, fraud or other improper activities.

Government agencies, such as the U.S. Defense Contract Audit Agency (“DCAA”), routinely audit and investigate government contractors.  These government agencies review and audit a government contractor’s performance under its contracts, a government contractor’s direct and indirect cost structure, and a government contractor’s compliance with applicable laws, regulations and standards.  For example, during the course of its audits, the DCAA may question our incurred project costs and, if the DCAA believes we have accounted for these costs in a manner inconsistent with the requirements for the FAR or CAS, the DCAA auditor may recommend to our U.S. government corporate administrative contracting officer to disallow such costs.  We can provide no assurance that the DCAA or other government audits will not result in material disallowances for incurred costs in the future.  In addition, government contracts are subject to a variety of other socioeconomic requirements relating to the formation, administration, performance and accounting for these contracts.  We may also be subject to qui tam litigation brought by private individuals on behalf of the government under the Federal Civil False Claims Act, which could include claims for treble damages.  Government contract violations could result in the imposition of civil and criminal penalties or sanctions, contract termination, forfeiture of profit, and/or suspension of payment, any of which could make us lose our status as an eligible government contractor.  We could also suffer serious harm to our reputation.  Any interruption or termination of our government contractor status could reduce our profits and revenues significantly.

78

Employee, agent or partner misconduct or failure to comply with anti-bribery and other government laws and regulations could harm our reputation, reduce our revenues and profits, and subject us to criminal and civil enforcement actions.

Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one of our employees, agents or partners could have a significant negative impact on our business and reputation.  Such misconduct could include the failure to comply with government procurement regulations, regulations regarding the protection of classified information, regulations prohibiting bribery and other foreign corrupt practices, regulations regarding the pricing of labor and other costs in government contracts, regulations on lobbying or similar activities, regulations pertaining to the internal controls over financial reporting, environmental laws and any other applicable laws or regulations.  For example, the United States Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business.  In addition, we regularly provide services that may be highly sensitive or that relate to critical national security matters; if a security breach were to occur, our ability to procure future government contracts could be severely limited.

Our policies mandate compliance with these regulations and laws, and we take precautions intended to prevent and detect misconduct.  However, since our internal controls are subject to inherent limitations, including human error, it is possible that these controls could be intentionally circumvented or become inadequate because of changed conditions.  As a result, we cannot assure that our controls will protect us from reckless or criminal acts committed by our employees and agents.  Failure to comply with applicable laws or regulations or acts of misconduct could subject us to fines and penalties, loss of security clearances, and suspension or debarment from contracting, any or all of which could harm our reputation, reduce our revenues and profits and subject us to criminal and civil enforcement actions.

Legal proceedings, investigations and disputes could result in substantial monetary penalties and damages, which could affect us adversely, especially if these penalties and damages exceed or are excluded from existing insurance coverage.

We engage in engineering, construction and technical services that can result in substantial injury or damages that may expose us to legal proceedings, investigations and disputes.  For example, in the ordinary course of our business, we may be involved in legal disputes regarding personal injury and wrongful death claims, employee or labor disputes, professional liability claims, and general commercial disputes involving project cost overruns and liquidated damages as well as other claims.  See Note 16, “Commitments and Contingencies,” to our “Condensed Consolidated Financial Statements” included under Part I – Item 1 for a discussion of some of our legal proceedings.  In addition, in the ordinary course of our business, we frequently make professional judgments and recommendations about environmental and engineering conditions of project sites for our clients.  We may be deemed to be responsible for these judgments and recommendations if they are later determined to be inaccurate.  Any unfavorable legal ruling against us could result in substantial monetary damages or even criminal violations.  We maintain insurance coverage as part of our overall legal and risk management strategy to minimize our potential liabilities.  Generally, our insurance program covers workers’ compensation and employer’s liability, general liability, automobile liability, professional errors and omissions liability, property, marine property and liability, and contractor’s pollution liability (in addition to other policies for specific projects).  Our insurance program includes deductibles or self-insured retentions for each covered claim.  In addition, our insurance policies contain exclusions and sublimits that insurance providers may use to deny us insurance coverage.  Excess liability, contractor’s pollution liability, and professional liability insurance policies provide for coverages on a “claims-made” basis, covering only claims actually made and reported during the policy period currently in effect.  If we sustain liabilities that exceed our insurance coverage or for which we are not insured, it could have a material adverse impact on our results of operations and financial condition, including our profits and revenues.

79

Unavailability or cancellation of third-party insurance coverage would increase our overall risk exposure as well as disrupt the management of our business operations.

We maintain insurance coverage from third-party insurers as part of our overall risk management strategy and because some of our contracts require us to maintain specific insurance coverage limits.  If any of our third-party insurers fail, suddenly cancel our coverage or otherwise are unable to provide us with adequate insurance coverage then our overall risk exposure and our operational expenses would increase and the management of our business operations would be disrupted.  In addition, there can be no assurance that any of our existing insurance coverage will be renewable upon the expiration of the coverage period or that future coverage will be affordable at the required limits.

We may be subject to substantial liabilities under environmental laws and regulations.

A portion of our environmental business involves the planning, design, program management, construction and construction management, and operation and maintenance of pollution control and nuclear facilities, hazardous waste or Superfund sites and military bases.  In addition, we have contracts with U.S. federal government entities to destroy hazardous materials, including chemical agents and weapons stockpiles, as well as to decontaminate and decommission nuclear facilities.  These activities may require us to manage, handle, remove, treat, transport and dispose of toxic or hazardous substances.  We must comply with a number of governmental laws that strictly regulate the handling, removal, treatment, transportation and disposal of toxic and hazardous substances.  Under Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, (“CERCLA”) and comparable state laws, we may be required to investigate and remediate regulated hazardous materials.  CERCLA and comparable state laws typically impose strict, joint and several liabilities without regard to whether a company knew of or caused the release of hazardous substances.  The liability for the entire cost of cleanup could be imposed upon any responsible party.  Other principal federal environmental, health and safety laws affecting us include, but are not limited to, the Resource Conservation and Recovery Act, the National Environmental Policy Act, the Clean Air Act, the Clean Air Mercury Rule, the Occupational Safety and Health Act, the Toxic Substances Control Act and the Superfund Amendments and Reauthorization Act.  Our business operations may also be subject to similar state and international laws relating to environmental protection.  Our past waste management practices and contract mining activities as well as our current and prior ownership of various properties may also expose us to such liabilities.  Liabilities related to environmental contamination or human exposure to hazardous substances, or a failure to comply with applicable regulations could result in substantial costs to us, including cleanup costs, fines and civil or criminal sanctions, third-party claims for property damage or personal injury or cessation of remediation activities.  Our continuing work in the areas governed by these laws and regulations exposes us to the risk of substantial liability.

80

Our failure to conduct due diligence effectively or our inability to integrate acquisitions successfully could impede us from realizing all of the benefits of the acquisition, which could severely weaken our results of operations.

Historically, we have used acquisitions as one way to expand our business.  If we fail to conduct due diligence on our potential targets effectively, we may, for example, not identify problems at target companies or fail to recognize incompatibilities or other obstacles to successful integration.  Our inability to successfully integrate future acquisitions could impede us from realizing all of the benefits of those acquisitions and could severely weaken our business operations.  The integration process may disrupt our business and, if implemented ineffectively, may preclude realization of the full benefits expected by us and could seriously harm our results of operations.  In addition, the overall integration of two combining companies may result in unanticipated problems, expenses, liabilities, competitive responses, loss of customer relationships, and diversion of management’s attention, and may cause our stock price to decline.  The difficulties of integrating an acquisition include, among others:

·   unanticipated issues in integrating information, communications and other systems;

·   unanticipated incompatibility of logistics, marketing and administration methods;

·   maintaining employee morale and retaining key employees;

·   integrating the business cultures of both companies;

·   preserving important strategic and customer relationships;

·   consolidating corporate and administrative infrastructures and eliminating duplicative operations;

·   the diversion of management’s attention from ongoing business concerns; and

·   integrating geographically separate organizations.

In addition, even if the operations of an acquisition are integrated successfully, we may not realize the full benefits of the acquisition, including the synergies, cost savings, or sales or growth opportunities that we expect.  These benefits may not be achieved within the anticipated time frame, or at all.

Our inability to win or renew government contracts during regulated procurement processes could harm our operations and reduce our profits and revenues.

Revenues from our federal market sector represented approximately 49% of our total revenues for the nine months ended September 30, 2011.  Government contracts are awarded through a regulated procurement process.  The federal government has increasingly relied upon multi-year contracts with pre-established terms and conditions, such as IDCs, that generally require those contractors that have previously been awarded the IDC to engage in an additional competitive bidding process before a task order is issued.  The increased competition, in turn, may require us to make sustained efforts to reduce costs in order to realize revenues and profits under government contracts.  If we are not successful in reducing the amount of costs we incur, our profitability on government contracts will be negatively impacted.  In addition, the U.S. government has announced its intention to scale back outsourcing of services in favor of “insourcing” jobs to its employees, which could reduce our revenues.  Moreover, even if we are qualified to work on a government contract, we may not be awarded the contract because of existing government policies designed to protect small businesses and under-represented minority contractors.  Our inability to win or renew government contracts during regulated procurement processes could harm our operations and reduce our profits and revenues.

81

Each year, client funding for some of our government contracts may rely on government appropriations or public-supported financing.  If adequate public funding is delayed or is not available, then our profits and revenues could decline.

Each year, client funding for some of our government contracts may directly or indirectly rely on government appropriations or public-supported financing such as the ARRA, which provides funding for various clients’ state transportation projects.  Legislatures may appropriate funds for a given project on a year-by-year basis, even though the project may take more than one year to perform.  In addition, public-supported financing such as state and local municipal bonds, may be only partially raised to support existing infrastructure projects.  As a result, a project we are currently working on may only be partially funded and thus additional public funding may be required in order to complete our contract.  The outcome of ongoing political debate in Congress regarding cuts to government spending could result in reductions in the funding proposed by the Administration for infrastructure, defense-related or other projects.  The new legislation passed in August 2011 includes significant reductions in federal government spending over a ten-year period.  Similarly, the impact of the economic downturn on state and local governments may make it more difficult for them to fund infrastructure projects.  In addition to the state of the economy and competing political priorities, public funds and the timing of payment of these funds may also be influenced by, among other things, curtailments in the use of government contractors, a rise in the cost of raw materials, delays associated with a lack of a sufficient number of government staff to oversee contracts, budget constraints, the timing and amount of tax receipts and the overall level of government expenditures.  If adequate public funding is not available or is delayed, then our profits and revenues could decline.

Our government contracts may give government agencies the right to modify, delay, curtail, renegotiate or terminate existing contracts at their convenience at any time prior to their completion, which may result in a decline in our profits and revenues.

Government projects in which we participate as a contractor or subcontractor may extend for several years.  Generally, government contracts include the right for government agencies to modify, delay, curtail, renegotiate or terminate contracts and subcontracts at their convenience any time prior to their completion.  Any decision by a government client to modify, delay, curtail, renegotiate or terminate our contracts at their convenience may result in a decline in our profits and revenues.

A decline in defense or other federal government spending, or a change in budgetary priorities, could reduce our profits and revenues.

Revenues from our federal market sector represented 49% of our total revenues and contracts, of which the DOD and other defense-related clients represented approximately 28% of our total revenues for the nine months ended September 30, 2011.  The new legislation passed in August 2011 includes significant reductions in federal government spending over a ten-year period.  Future levels of expenditures and authorizations for defense-related or other federal programs, including foreign military commitments, may decrease, remain constant or shift to programs in areas where we do not currently provide services.  As a result, a general decline in defense or other federal spending or a change in budgetary priorities could reduce our profits and revenues.

82

If we are unable to accurately estimate and control our contract costs, then we may incur losses on our contracts, which could decrease our operating margins and reduce our profits.

It is important for us to accurately estimate and control our contract costs so that we can maintain positive operating margins and profitability.  We generally enter into four principal types of contracts with our clients:  cost-plus, fixed-price, target-price and time-and-materials.

Under cost-plus contracts, which may be subject to contract ceiling amounts, we are reimbursed for allowable costs and fees, which may be fixed or performance-based.  If our costs exceed the contract ceiling or are not allowable under the provisions of the contract or any applicable regulations, we may not be reimbursed for all of the costs we incur.  Under fixed-price contracts, we receive a fixed price regardless of what our actual costs will be.  Consequently, we realize a profit on fixed-price contracts only if we can control our costs and prevent cost over-runs on our contracts.  Under target-price contracts, project costs are reimbursable and our fee is established against a target budget that is subject to changes in project circumstances and scope.  Under time-and-materials contracts, we are paid for labor at negotiated hourly billing rates and for other expenses.

If we are unable to accurately estimate and manage our costs, we may incur losses on our contracts, which could decrease our operating margins and significantly reduce or eliminate our profits.  Many of our contracts require us to satisfy specified design, engineering, procurement or construction milestones in order to receive payment for the work completed or equipment or supplies procured prior to achieving the applicable milestone.  As a result, under these types of arrangements, we may incur significant costs or perform significant amounts of work prior to receipt of payment.  If the customer determines not to proceed with the completion of the project or if the customer defaults on its payment obligations, we may encounter difficulties in collecting payment of amounts due to us for the costs previously incurred or for the amounts previously expended to purchase equipment or supplies.

Our actual business and financial results could differ from the estimates and assumptions that we use to prepare our financial statements, which may reduce our profits.

To prepare financial statements in conformity with GAAP, management is required to make estimates and assumptions, which affect the reported values of assets and liabilities, revenues and expenses, and disclosures of contingent assets and liabilities.  For example, we may recognize revenue over the life of a contract based on the proportion of costs incurred to date compared to the total costs estimated to be incurred for the entire project.  Areas requiring significant estimates by our management include:

·   the application of the percentage-of-completion method of revenue recognition on contracts, change orders and contract claims;

·   provisions for uncollectible receivables and customer claims and recoveries of costs from subcontractors, vendors and others;

·   provisions for income taxes and related valuation allowances;

·   impairment of goodwill and recoverability of other intangible assets;

·   valuation of assets acquired and liabilities assumed in connection with business combinations;

·   valuation of defined benefit pension plans and other employee benefit plans;

·   valuation of stock-based compensation expense; and

·   accruals for estimated liabilities, including litigation and insurance reserves.

Our actual business and financial results could differ from those estimates, which may reduce our profits.

83

Our profitability could suffer if we are not able to maintain adequate utilization of our workforce.

The cost of providing our services, including the extent to which we utilize our workforce, affects our profitability.  The rate at which we utilize our workforce is affected by a number of factors, including:

·   our ability to transition employees from completed projects to new assignments and to hire and assimilate new employees;

·   our ability to forecast demand for our services and thereby maintain an appropriate headcount in each of our geographies and workforces;

·   our ability to manage attrition;

·   our need to devote time and resources to training, business development, professional development and other non-chargeable activities; and

·   our ability to match the skill sets of our employees to the needs of the marketplace.

If we overutilize our workforce, our employees may become disengaged, which will impact employee attrition.  If we underutilize our workforce, our profit margin and profitability could suffer.

Our use of the percentage-of-completion method of revenue recognition could result in a reduction or reversal of previously recorded revenues and profits.

A substantial portion of our revenues and profits are measured and recognized using the percentage-of-completion method of revenue recognition.  Our use of this accounting method results in recognition of revenues and profits ratably over the life of a contract, based generally on the proportion of costs incurred to date to total costs expected to be incurred for the entire project.  The effects of revisions to revenues and estimated costs are recorded when the amounts are known or can be reasonably estimated.  Such revisions could occur in any period and their effects could be material.  Although we have historically made reasonably reliable estimates of the progress towards completion of long-term engineering, program management, construction management or construction contracts, the uncertainties inherent in the estimating process make it possible for actual costs to vary materially from estimates, including reductions or reversals of previously recorded revenues and profits.

Our failure to successfully bid on new contracts and renew existing contracts could reduce our profits.

Our business depends on our ability to successfully bid on new contracts and renew existing contracts with private and public sector clients.  Contract proposals and negotiations are complex and frequently involve a lengthy bidding and selection process, which are affected by a number of factors, such as market conditions, financing arrangements and required governmental approvals.  For example, a client may require us to provide a surety bond or letter of credit to protect the client should we fail to perform under the terms of the contract.  If negative market conditions arise, or if we fail to secure adequate financial arrangements or the required governmental approval, we may not be able to pursue particular projects, which could adversely reduce or eliminate our profitability.

84

If we fail to timely complete, miss a required performance standard or otherwise fail to adequately perform on a project, then we may incur a loss on that project, which may reduce or eliminate our overall profitability and harm our reputation.

We may commit to a client that we will complete a project by a scheduled date.  We may also commit that a project, when completed, will achieve specified performance standards.  If the project is not completed by the scheduled date or fails to meet required performance standards, we may either incur significant additional costs or be held responsible for the costs incurred by the client to rectify damages due to late completion or failure to achieve the required performance standards.  In addition, performance of projects can be affected by a number of factors beyond our control, including unavoidable delays from governmental inaction, public opposition, inability to obtain financing, weather conditions, unavailability of vendor materials, changes in the project scope of services requested by our clients, industrial accidents, environmental hazards, labor disruptions and other factors.  In some cases, should we fail to meet required performance standards, we may also be subject to agreed-upon financial damages, which are determined by the contract.  To the extent that these events occur, the total costs of the project could exceed our estimates and we could experience reduced profits or, in some cases, incur a loss on a project, which may reduce or eliminate our overall profitability.  Failure to meet performance standards or complete performance on a timely basis could also adversely affect our reputation.

We may be required to pay liquidated damages if we fail to meet milestone requirements in our contracts.

We may be required to pay liquidated damages if we fail to meet milestone requirements in our contracts.  Failure to meet any of the milestone requirements could result in additional costs, and the amount of such additional costs could exceed the projected profits on the project.  These additional costs include liquidated damages paid under contractual penalty provisions, which can be substantial and can accrue on a regular basis.

If our partners fail to perform their contractual obligations on a project, we could be exposed to substantial joint and several liability and financial penalties that could reduce our profits and revenues.

We often partner with unaffiliated third parties, individually or via a joint venture, to jointly bid on and perform a particular project.  For example, for the nine months ended September 30, 2011, our equity in income of unconsolidated joint ventures amounted to $100.8 million.  The success of our partnerships and joint ventures depends, in large part, on the satisfactory performance of contractual obligations by each member.  In addition, when we operate through a joint venture in which we are a minority holder, we have limited control over many project decisions, including decisions related to the joint venture’s internal controls, which may not be subject to the same internal control procedures that we employ.  If these unaffiliated third parties do not fulfill their contract obligations, the partnerships or joint ventures may be unable to adequately perform and deliver their contracted services.  Under these circumstances, we may be obligated to pay financial penalties, provide additional services to ensure the adequate performance and delivery of the contracted services and may be jointly and severally liable for the other’s actions or contract performance.  These additional obligations could result in reduced profits and revenues or, in some cases, significant losses for us with respect to the joint venture, which could also affect our reputation in the industries we serve.

Our dependence on third-party subcontractors and equipment and material providers could reduce our profits or result in project losses.

We rely on third-party subcontractors and equipment and material providers.  For example, we procure heavy equipment and construction materials as needed when performing large construction and contract mining projects.  To the extent that we cannot engage subcontractors or acquire equipment and materials at reasonable costs or if the amount we are required to pay exceeds our estimates, our ability to complete a project in a timely fashion or at a profit may be impaired.  In addition, if a subcontractor or a manufacturer is unable to deliver its services, equipment or materials according to the negotiated terms for any reason, including the deterioration of its financial condition, we may be required to purchase the services, equipment or materials from another source at a higher price.  This may reduce the profit to be realized or result in a loss on a project for which the services, equipment or materials are needed.

85

If we experience delays and/or defaults in client payments, we could suffer liquidity problems or we may be unable to recover all working capital or equity investments.

Because of the nature of our contracts, at times we may commit resources to a client’s projects before receiving payments to cover our expenditures.  Sometimes, we incur and record expenditures for a client project before receiving any payment to cover our expenses.  In addition, we may make equity investments in majority or minority controlled large-scale client projects and other long-term capital projects before the project completes operational status or completes its project financing.  If a client is delayed or defaults in making its payments on a project, it could have an adverse effect on our financial position and cash flows and we could incur losses, including in our working capital or equity investments.

Our failure to adequately recover on claims brought by us against project owners for additional contract costs could have a negative impact on our liquidity and profitability.

We have brought claims against project owners for additional costs exceeding the contract price or for amounts not included in the original contract price.  These types of claims occur due to matters such as owner-caused delays or changes from the initial project scope, both of which may result in additional cost.  Often, these claims can be the subject of lengthy arbitration or litigation proceedings, and it is difficult to accurately predict when these claims will be fully resolved.  When these types of events occur and unresolved claims are pending, we have used working capital in projects to cover cost overruns pending the resolution of the relevant claims.  A failure to promptly recover on these types of claims could have a negative impact on our liquidity and profitability.

Target-price and fixed-price contracts have increased the unpredictability and volatility of our earnings.

The federal government and some clients have increased the use of target-price and fixed-price contracts.  Fixed-price contracts require cost and scheduling estimates that are based on a number of assumptions, including those about future economic conditions, costs and availability of labor, equipment and materials, and other exigencies.  We could experience cost overruns if these estimates are originally inaccurate as a result of errors or ambiguities in the contract specifications, or become inaccurate as a result of a change in circumstances following the submission of the estimate due to, among other things, unanticipated technical problems, difficulties in obtaining permits or approvals, changes in local laws or labor conditions, weather delays, changes in the costs of raw materials, or inability of our vendors or subcontractors to perform.  If cost overruns occur, we could experience reduced profits or, in some cases, a loss for that project.  For example, one of our construction projects has experienced cost increases and schedule delays and we have recorded cumulative losses of approximately $107.1 million as of September 30, 2011.  If a project is significant, or if there are one or more common issues that impact multiple projects, costs overruns could increase the unpredictability and volatility of our earnings as well as have a material adverse impact on our business and earnings.

Maintaining adequate bonding capacity is necessary for us to successfully bid on and win fixed-price contracts.

In line with industry practice, we are often required to provide performance or payment bonds to clients under fixed-price contracts.  These bonds indemnify the client should we fail to perform our obligations under the contract.  If a bond is required for a particular project and we are unable to obtain an appropriate bond, we cannot pursue that project.  We have bonding capacity but, as is typically the case, the issuance of a bond is at the surety’s sole discretion.  Moreover, due to events that affect the insurance and bonding markets generally, bonding may be more difficult to obtain in the future or may only be available at significantly higher costs.  There can be no assurance that our bonding capacity will continue to be available to us on reasonable terms.  Our inability to obtain adequate bonding and, as a result, to bid on new fixed-price contracts could have a material adverse effect on our business, financial condition, results of operations and cash flows.

86

Construction and project sites are inherently dangerous workplaces.  Failure to maintain safe work sites could result in employee deaths or injuries, reduced profitability, the loss of projects or clients and possible exposure to litigation.

Construction and maintenance sites often put our employees and others in close proximity with mechanized equipment, moving vehicles, chemical and manufacturing processes, and highly regulated materials.  On many sites, we are responsible for safety and, accordingly, must implement safety procedures.  If we fail to implement these procedures or if the procedures we implement are ineffective, we may suffer the loss of or injury to our employees, as well as expose ourselves to possible litigation.  As a result, our failure to maintain adequate safety standards could result in reduced profitability or the loss of projects or clients, and could have a material adverse impact on our business, financial condition, and results of operations.

Changes in environmental, defense, or infrastructure industry laws could directly or indirectly reduce the demand for our services, which could in turn negatively impact our revenues.

Some of our services are directly or indirectly impacted by changes in federal, state, local or foreign laws and regulations pertaining to the environmental, defense or infrastructure industries.  For example, passage of the Clean Air Mercury Environmental Rules in 2005 increased demand for our emissions control services.  Proposed climate change and greenhouse gas regulations, if adopted, could impact the services we provide to our clients, including services related to fossil fuel and industrial projects.  Relaxation or repeal of laws and regulations, or changes in governmental policies regarding the environmental, defense or infrastructure industries could result in a decline in demand for our services, which could in turn negatively impact our revenues.

If we do not have adequate indemnification for our services related to nuclear materials, it could adversely affect our business and financial condition.

We provide services to the DOE relating to its nuclear weapons facilities and the nuclear energy industry in the ongoing maintenance and modification, as well as the decontamination and decommissioning, of its nuclear energy plants.  Indemnification provisions under the Price-Anderson Act (“PAA”) available to nuclear energy plant operators and DOE contractors, do not apply to all liabilities that we might incur while performing services as a radioactive materials cleanup contractor for the DOE and the nuclear energy industry.  If the PAA’s indemnification protection does not apply to our services or our exposure occurs outside the U.S., our business and financial condition could be adversely affected either by our client’s refusal to retain us, by our inability to obtain commercially adequate insurance and indemnification, or by significant monetary damages.

If our reports and opinions are not in compliance with professional standards and other regulations, we could be subject to monetary damages and penalties.

We issue reports and opinions to clients based on our professional engineering expertise, as well as our other professional credentials.  Our reports and opinions may need to comply with professional standards, licensing requirements, securities regulations and other laws and rules governing the performance of professional services in the jurisdiction where the services are performed.  In addition, we could be liable to third parties who use or rely upon our reports or opinions even if we are not contractually bound to those third parties.  For example, if we deliver an inaccurate report or one that is not in compliance with the relevant standards, and that report is made available to a third party, we could be subject to third-party liability resulting in monetary damages and penalties.

87

Our overall market share and profits will decline if we are unable to compete successfully in our industry.

Our industry is highly fragmented and intensely competitive.  For example, according to the publication Engineering News-Record, based on voluntarily reported information, the top ten U.S. engineering design firms accounted only for approximately 41% of the total top 500 U.S. design firm revenues in 2010.  The top 25 U.S. contractors accounted for approximately 50% of the top 400 U.S. contractors’ total revenues in 2009, as reported by the Engineering News Record.  Our competitors are numerous, ranging from small private firms to multi-billion dollar companies.  In addition, the technical and professional aspects of some of our services generally do not require large upfront capital expenditures and provide limited barriers against new competitors.

Some of our competitors have achieved greater market penetration in some of the markets in which we compete and have substantially more financial resources and/or financial flexibility than we do.  As a result of the number of competitors in the industry, our clients may select one of our competitors on a project due to competitive pricing or a specific skill set.  If we are unable to maintain our competitiveness, our market share, revenues and profits will decline.  If we are unable to meet these competitive challenges, we could lose market share to our competitors and experience an overall reduction in our profits.

Our failure to attract and retain key employees could impair our ability to provide services to our clients and otherwise conduct our business effectively.

As a professional and technical services company, we are labor intensive, and, therefore, our ability to attract, retain and expand our senior management and our professional and technical staff is an important factor in determining our future success.  From time to time, it may be difficult to attract and retain qualified individuals with the expertise and in the timeframe demanded by our clients.  For example, some of our government contracts may require us to employ only individuals who have particular government security clearance levels.  We may occasionally enter into contracts before we have hired or retained appropriate staffing for that project.  In addition, we rely heavily upon the expertise and leadership of our senior management.  If we are unable to retain executives and other key personnel, the roles and responsibilities of those employees will need to be filled, which may require that we devote time and resources to identify, hire and integrate new employees.  In addition, the failure to attract and retain key individuals could impair our ability to provide services to our clients and conduct our business effectively.

We may be required to contribute additional cash to meet any underfunded benefit obligations associated with retirement and post-retirement benefit plans we manage or multi-employer pension plans we participate in.

We have various employee benefit plan obligations that require us to make contributions to satisfy, over time, our underfunded benefit obligations, which are generally determined by calculating the projected benefit obligations minus the fair value of plan assets.  For example, as of December 31, 2010, our defined benefit pension and post-retirement benefit plans were projected to be underfunded by $254.1 million.  See Note 13, “Employee Retirement and Post-Retirement Benefit Plans,” to our “Condensed Consolidated Financial Statements” included under Part I – Item 1 for additional disclosure.  This amount does not include any potential obligations we may owe under multi-employer plans.  In the future, our benefit plan obligations may increase or decrease depending on changes in the levels of interest rates, pension plan asset performance and other factors.  If we are required to contribute a significant amount of the deficit for underfunded benefit plans, our cash flows could be materially and adversely affected.

A multi-employer pension plan is typically established under a collective bargaining agreement with a union to cover the union-represented workers of various unrelated companies.  Our collective bargaining agreements with unions typically require us to contribute to many multi-employer pension plans.  For the year ended December 31, 2010, we contributed approximately $46.5 million to participate in various multi-employer pension plans.  Under the Employee Retirement Income Security Act, an employer who contributes to a multi-employer pension plan, absent an applicable exemption, may also be liable, upon termination or withdrawal from the plan, for its proportionate share of the multi-employer pension plan’s unfunded vested benefit.  If we terminate or withdraw from a multi-employer plan, absent an applicable exemption (such as for some plans in the building and construction industry), we could be required to contribute a significant amount of cash to fund that plan’s unfunded vested benefit, which could materially and adversely affect our financial results.  However, we are unable to estimate any potential amounts, if any.

88

Our outstanding indebtedness could adversely affect our liquidity, cash flows and financial condition.

Our outstanding balance under the 2011 Credit Facility is $700.0 million.  This level of debt might:

·   increase our vulnerability to, and limit flexibility in planning for, adverse economic and industry conditions;

·   adversely affect our ability to obtain surety bonds;

·   limit our ability to obtain additional financing to fund future working capital, capital expenditures, additional acquisitions and other general corporate initiatives; and

·   limit our ability to apply proceeds from an asset sale to purposes other than the servicing and repayment of debt.

We may not be able to generate or borrow enough cash to service our indebtedness, which could result in bankruptcy or otherwise impair our ability to maintain sufficient liquidity to continue our operations.

We rely primarily on our ability to generate cash from operations to service our indebtedness in the future.  If we do not generate sufficient cash flows to meet our debt service and working capital requirements, we may need to seek additional financing.  If we are unable to obtain financing on terms that are acceptable to us, we could be forced to sell our assets or those of our subsidiaries to make up for any shortfall in our payment obligations under unfavorable circumstances.  Our 2011 Credit Facility limits our ability to sell assets and also restricts our use of the proceeds from any such sale.  If we default on our debt obligations, our lenders could require immediate repayment of our entire outstanding debt.  If our lenders require immediate repayment on the entire principal amount, we will not be able to repay them in full, and our inability to meet our debt obligations could result in bankruptcy or otherwise impair our ability to maintain sufficient liquidity to continue our operations.

89

Because URS Corporation is a holding company, it may not be able to service its debt if its subsidiaries do not make sufficient distributions to it.

URS Corporation has no direct operations and no significant assets other than investments in the stock of its subsidiaries.  Because it conducts its business operations through its operating subsidiaries, it depends on those entities for payments and dividends to generate the funds necessary to meet its financial obligations.  Legal restrictions, including state and local tax regulations and other contractual obligations could restrict or impair its subsidiaries’ ability to pay dividends or make loans or other distributions to it.  The earnings from, or other available assets of, these operating subsidiaries may not be sufficient to make distributions to enable it to pay interest on its debt obligations when due or to pay the principal of such debt at maturity.

Restrictive covenants in our 2011 Credit Facility may restrict our ability to pursue business strategies.

Our 2011 Credit Facility and our other outstanding indebtedness include covenants potentially limiting our ability to, among other things:

·   incur additional indebtedness;

·   pay dividends to our stockholders;

·   repurchase or redeem our stock;

·   repay indebtedness that is junior to our 2011 Credit Facility;

·   make investments and other restricted payments;

·   create liens securing debt or other encumbrances on our assets;

·   enter into sale-leaseback transactions;

·   enter into transactions with our stockholders and affiliates; and

·   sell or exchange assets.

Our 2011 Credit Facility also requires that we maintain various financial ratios, which we may not be able to achieve.  The covenants may impair our ability to finance future operations or capital needs or to engage in other favorable business activities.

90

Our international operations are subject to a number of risks that could significantly reduce our profits and revenues or subject us to criminal and civil enforcement actions.

As a multinational company, we derived 13% of our revenues from international operations for the nine months ended September 30, 2011.  International business is subject to a variety of risks, including:

·   lack of developed legal systems to enforce contractual rights;

·   greater risk of uncollectible accounts and longer collection cycles;

·   foreign currency exchange volatility;

·   uncertain and changing tax rules, regulations and rates;

·   logistical and communication challenges;

·   potentially adverse changes in laws and regulatory practices;

·   changes in labor conditions;

·   general economic, political and financial conditions in foreign markets; and

·   exposure to civil or criminal liability under the Foreign Corrupt Practices Act, anti-boycott rules, trade and export control regulations, and the Corporate Manslaughter and Corporate Homicide Act as well as other international regulations.

International risks and violations of international regulations may significantly reduce our profits and revenues and subject us to criminal or civil enforcement actions, including fines, suspensions or disqualification from future U.S. federal procurement contracting.  Although we have policies and procedures to monitor legal and regulatory compliance, our employees, subcontractors and agents could take actions that violate these requirements.  As a result, our international risk exposure may be more or less than the percentage of revenues attributed to our international operations.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act of 2010 and similar worldwide anti-bribery laws.

The U.S. Foreign Corrupt Practices Act and similar anti-bribery laws generally prohibit companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business.  The recently enacted U.K. Bribery Act of 2010 prohibits both domestic and international bribery, as well as bribery across both private and public sectors.  In addition, an organization that “fails to prevent bribery” by anyone associated with the organization can be charged under the U.K. Bribery Act unless the organization can establish the defense of having implement “adequate procedures” to prevent bribery.  Practices in the local business community of many countries outside the U.S. have a level of government corruption that is greater than that found in the developed world.  Our policies mandate compliance with these anti-bribery laws and we have established policies and procedures designed to monitor compliance with these anti-bribery law requirements; however we cannot assure that our policies and procedures will protect us from potential reckless or criminal acts committed by individual employees or agents.  If we are found to be liable for anti-bribery law violations we could suffer from criminal or civil penalties or other sanctions that could have a material adverse effect on our business.

We could be adversely impacted if we fail to comply with domestic and international export laws.

To the extent we export technical services, data and products outside of the United States, we are subject to U.S. and international laws and regulations governing international trade and exports, including but not limited to the International Traffic in Arms Regulations, the Export Administration Regulations and trade sanctions against embargoed countries.  A failure to comply with these laws and regulations could result in civil or criminal sanctions, including the imposition of fines, the denial of export privileges and suspension or debarment from participation in U.S. government contracts, which could have a material adverse effect on our business.

91

Our international operations may require our employees to travel to and work in high security risk countries, which may result in employee death or injury, repatriation costs or other unforeseen costs.

As a multinational company, some of our employees often travel to and work in high security risk countries around the world that are undergoing political, social and economic upheavals resulting in war, civil unrest, criminal activity, acts of terrorism, or public health crises.  For example, we have employees working in high security risk countries located in the Middle East and Southwest Asia.  As a result, we risk loss of or injury to our employees and may be subject to costs related to employee death or injury, repatriation or other unforeseen circumstances.

We develop, install and maintain information technology systems for ourselves, as well as for various customers.  Any breach of security, disruption or unexpected data or vendor loss could result in business interruptions, remediation costs, legal claims and significant damage to our reputation.

We develop, install and maintain information technology systems for ourselves, as well as for customers.  For example, our June 2011 acquisition of Apptis significantly increased our network management, software engineering, and information technology infrastructure design services to the DOD and other federal agencies.  Client contracts for the performance of IT services, as well as various privacy and securities laws, require us to manage and protect sensitive and confidential information from disclosure.  We also need to protect our own internal trade secret and other business-confidential information from disclosure.  Regardless of the countermeasures we may establish, we may be subject to network, software or hardware failures, whether caused by us, third-party service providers, intruders or hackers, computer viruses, natural disasters, power shortages or terrorist attacks.  Any breach of security, disruption or unexpected data loss could result in business interruptions, remediation costs, legal claims and significant damage to our reputation.

We also rely on third-party internal and outsourced software to run our critical accounting, project management and financial information systems.  For example, we rely on one software vendor’s products to process a majority of our total revenues.  We also depend on our software vendors to provide long-term software maintenance support for our information systems.  Software vendors may decide to discontinue further development, integration or long-term software maintenance support for our information systems, in which case we may need to abandon one or more of our current information systems and migrate some or all of our accounting, project management and financial information to other systems, thus increasing our operational expense, as well as disrupting the management of our business operations.

Force majeure events, including disasters and terrorists’ actions, have negatively impacted and could further negatively impact our business, which may affect our financial condition, results of operations or cash flows.

Force majeure or extraordinary events beyond the control of the contracting parties, such as natural and man-made disasters, as well as terrorist actions, could negatively impact the economies in which we operate.  For example, in August 2005, Hurricane Katrina caused several of our Gulf Coast offices to close, interrupted a number of active client projects and forced the relocation of our employees in that region from their homes.  In addition, during the September 11, 2001 terrorist attacks, many client records were destroyed when our office at the World Trade Center was destroyed.

We typically remain obligated to perform our services after such extraordinary events unless the contract contains a force majeure clause relieving us of our contractual obligations in such an extraordinary event.  If we are not able to react quickly to force majeure events, our operations may be affected significantly, which would have a negative impact on our financial condition, results of operations and/or cash flows.

92

Negotiations with labor unions and possible work actions could divert management attention and disrupt operations.  In addition, new collective bargaining agreements or amendments to agreements could increase our labor costs and operating expenses.

As of September 30, 2011, approximately 14% of our employees were covered by collective bargaining agreements.  The outcome of any future negotiations relating to union representation or collective bargaining agreements may not be favorable to us.  We may reach agreements in collective bargaining that increase our operating expenses and lower our net income as a result of higher wages or benefit expenses.  In addition, negotiations with unions could divert management attention and disrupt operations, which may adversely affect our results of operations.  If we are unable to negotiate acceptable collective bargaining agreements, we may have to address the threat of union-initiated work actions, including strikes.  Depending on the nature of the threat or the type and duration of any work action, these actions could disrupt our operations and adversely affect our operating results.

We have a limited ability to protect our intellectual property rights, which are important to our success.  Our failure to protect our intellectual property rights could adversely affect our competitive position.

Our success depends, in part, upon our ability to protect our proprietary information and other intellectual property.  We rely principally on a combination of trade secrets, confidentiality policies and other contractual arrangements to protect much of our intellectual property.  Trade secrets are generally difficult to protect.  Although our employees are subject to confidentiality obligations, this protection may be inadequate to deter or prevent misappropriation of our confidential information.  In addition, we may be unable to detect unauthorized use of our intellectual property or otherwise take appropriate steps to enforce our rights.  Failure to obtain or maintain our intellectual property rights would adversely affect our competitive business position.  In addition, if we are unable to prevent third parties from infringing or misappropriating our intellectual property, our competitive position could be adversely affected.

Delaware law and our charter documents may impede or discourage a merger, takeover or other business combination even if the business combination would have been in the best interests of our stockholders.

We are a Delaware corporation and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change in control would be beneficial to our stockholders.  In addition, our Board of Directors has the power, without stockholder approval, to designate the terms of one or more series of preferred stock and issue shares of preferred stock, which could be used defensively if a takeover is threatened.  Our incorporation under Delaware law, the ability of our Board of Directors to create and issue a new series of preferred stock and provisions in our certificate of incorporation and bylaws, such as those relating to advance notice of certain stockholder proposals and nominations, could impede a merger, takeover or other business combination involving us or discourage a potential acquirer from making a tender offer for our common stock, even if the business combination would have been in the best interests of our current stockholders.

Our stock price could become more volatile and stockholders’ investments could lose value.

In addition to the macroeconomic factors that have recently affected the prices of many securities generally, all of the factors discussed in this section could affect our stock price.  The timing of announcements in the public markets regarding new services or potential problems with the performance of services by us or our competitors or any other material announcements could affect our stock price.  Speculation in the media and analyst community, changes in recommendations or earnings estimates by financial analysts, changes in investors’ or analysts’ valuation measures for our stock and market trends unrelated to our stock can cause the price of our stock to change.  Continued volatility in the financial markets could also cause further declines in our stock price, which could trigger an impairment of the goodwill of our individual reporting units that could be material to our condensed consolidated financial statements.  A significant drop in the price of our stock could also expose us to the risk of securities class action lawsuits, which could result in substantial costs and divert managements’ attention and resources, which could adversely affect our business.

93

MINING SAFETY INFORMATION

Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires domestic mine operators to disclose violations and orders issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the federal Mine Safety and Health Administration (“MSHA”).  We do not act as the owner of any mines but we may act as a mining operator as defined under the Mine Act where we may be a lessee of a mine, a person who operates, controls or supervises such mine, or as an independent contractor performing services or construction of such mine.

The following table provides information for the three months ended September 30, 2011.

										Pending
										Legal
										Action
										before
										Federal
			Mine						Mine	Mine
			Act			Proposed			Act	Safety
	Mine Act		§104(d)	Mine Act	Mine	Assessments			§104(e)	and Health
	§104	Mine Act	Citations	§110(b)(2)	Act	from MSHA		Mining	Notice	Review
	Violations	§104(b)	and	Violations	§107(a)	(In dollars		Related	(yes/no)	Commission
Mine (1)	(2)	Orders (3)	Orders (4)	(5)	Orders (6)	($))		Fatalities	(7)	(yes/no)
Black Thunder Project	0	0	0	0	0	$	0	0	No	No
Monsanto Quarry	0	0	0	0	0	$	0	0	No	No
Pipestone Quarry	0	0	0	0	0	$	0	0	No	No

(1) United States mines.

(2)   The total number of violations received from MSHA under §104 of the Mine Act, which includes citations for health or safety standards that could significantly and substantially contribute to a serious injury if left unabated.

(3)   The total number of orders issued by MSHA under §104(b) of the Mine Act, which represents a failure to abate a citation under §104 (a) within the period of time prescribed by MSHA.

(4)   The total number of citations and orders issued by MSHA under §104 (d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety standards.

(5)   The total number of flagrant violations issued by MSHA under §110(b)(2) of the Mine Act.

(6)   The total number of orders issued by MSHA under §107(a) of the Mine Act for situations in which MSHA determined an imminent danger existed.

(7)   A written notice from the MSHA regarding a pattern of violations, or a potential to have such pattern under §104 (e) of the Mine Act.

94

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table sets forth all purchases made by us or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) of the Securities Exchange Act of 1934, as amended, of our common shares during the three monthly periods that comprise our third quarter of 2011:

				(c) Total Number	(d) Maximum
				of Shares	Number of Shares
		(b)		Purchased as Part	that May Yet be
	(a) Total Number	Average		of Publicly	Purchased Under
	of Shares	Price Paid		Announced Plans	the Plans or
	Purchased (1)	per Share		or Programs (2)	Programs (2)
	(In millions, except average price paid per share)
July 2, 2011 – July 29, 2011	—	$	—	—	—
July 30, 2011 – August 26, 2011	—		—	—	—
August 27, 2011 – September 30, 2011	—  †		32.86	—	5.0
Total	—			—	5.0

(1)   Reflects purchases of shares previously issued pursuant to awards issued under our equity incentive plans, which allow our employees to surrender shares of our common stock as payment toward the exercise cost and tax withholding obligations associated with the exercise of stock options or the vesting of restricted or deferred stock.

(2)   On February 25, 2011, our Board of Directors authorized an increase in the number of our common shares that we may repurchase in fiscal year 2011 from 3.0 million shares to 8.0 million shares.  The repurchase program expires at the end of fiscal 2014.  During the nine months ended September 30, 2011, we repurchased an aggregate of 3.0 million shares of our common stock.

† Represents less than half a million shares.

Our 2011 Credit Facility permits unlimited dividend payments and stock repurchases if no default has occurred and our Consolidated Leverage Ratio is equal to or less than 1.50:1.00.  However, if no default has occurred and the above Consolidated Leverage Ratio is not obtained, then our dividend payments and stock repurchases are limited to $150 million per fiscal year and the sum of fifty percent of our net income and equity offering proceeds raised from third parties since October 19, 2011.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  REMOVED AND RESERVED

None.

ITEM 5.  OTHER INFORMATION

None.

95

ITEM 6.  EXHIBITS

(a)Exhibits

		Incorporated by Reference
Exhibit				Filing	Filed
Number	Exhibit Description	Form	Exhibit	Date	Herewith
3.01	Restated Certificate of Incorporation of URS Corporation, as filed with the Secretary of State of Delaware on September 9, 2008.	8-K	3.01	11/9/2008
3.02	Bylaws of URS Corporation as amended on February 26, 2010.	10-Q	3.02	12/5/2010
4.1	Credit Agreement dated as of October 19, 2011, entered into by and among URS Corporation and its subsidiaries, a syndicate of lenders party thereto and Wells Fargo Bank, National Association as administrative agent for the lenders.	8-K	4.1	10/20/2011
31.1	Certification of URS Corporation’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
31.2	Certification of URS Corporation’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32	Certification of URS Corporation’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X*
101.INS	XBRL Instance Document.				X#
101.SCH	XBRL Taxonomy Extension Schema Document.				X#
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.				X#
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.				X#
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.				X#
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.				X#

* Document has been furnished and not filed and not to be incorporated into any of our filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language included in any such filing.

# Pursuant to Rule 406T of Regulation S-T, these interactive data files i) are not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, irrespective of any general incorporation language included in any such filings, and otherwise are not subject to liability under these sections; and ii) are deemed to have complied with Rule 405 of Regulation S-T (“Rule 405”) and are not subject to liability under the anti-fraud provisions of the Section 17(a)(1) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 or under any other liability provision if we have made a good faith attempt to comply with Rule 405 and, after we become aware that the interactive data files fail to comply with Rule 405, we promptly amend the interactive data files.

96

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	URS CORPORATION
Dated:  November 8, 2011	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall
		Vice President, Controller and Chief Accounting Officer

97

Exhibit No.	Description
31.1	Certification of URS Corporation’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of URS Corporation’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of URS Corporation’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.

96

EX-31.1

EXHIBIT 31-1

CHIEF EXECUTIVE OFFICER CERTIFICATE

I, Martin M. Koffel, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of URS Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  November 8, 2011	By:	/s/ Martin M. Koffel
		Martin M. Koffel
		Chief Executive Officer

i

EX-31.2

EXHIBIT 31-2

CHIEF FINANCIAL OFFICER CERTIFICATE

I, H. Thomas Hicks, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of URS Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  November 8, 2011	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Chief Financial Officer

ii

EX-32

EXHIBIT 32

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER CERTIFICATION*

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Martin M. Koffel, the Chief Executive Officer of URS Corporation (the “Company”), and H. Thomas Hicks, the Chief Financial Officer of the Company, do each hereby certify that, to the best of their knowledge:

1.   The Company’s quarterly report on Form 10-Q for the period ended September 30, 2011, to which this Certification is attached as Exhibit 32 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, and

2.   The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  November 8, 2011	By:	/s/ Martin M. Koffel
		Martin M. Koffel
		Chief Executive Officer

Dated:  November 8, 2011	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Chief Financial Officer

* This certification accompanies the Periodic Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company or incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, made before or after the date of the Periodic Report and irrespective of any general incorporation language contained in such filing.

iii

XML

STOCKHOLDERS' EQUITY (DETAILS) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Oct. 01, 2010	Sep. 30, 2011		Oct. 01, 2010
Stock-based compensation expense
Stock-based compensation expense	$ 11.6	$ 11.5	$ 34.0		$ 32.3
Total income tax benefits recognized in our net income related to stock-based compensation expense	4.4	4.4	13.0		12.4
Share-based compensation arrangement by share-based payment award, options, additional disclosures (Textuals) [Abstract]
Common stock closing market price	$ 29.66		$ 29.66
Share-based compensation arrangement by share-based payment award, options, exercises in period, total intrinsic value			2.2		2.7
Equity, class of treasury stock [Line Items]
Repurchases of common stock			136.7		85.5
Stock Options [Member]
Stock Options Rollforward
Share-based compensation arrangement by share-based payment award, options, outstanding, number, beginning balance			0.6
Share-based compensation arrangement by share-based payment award, options, exercises in period			(0.1)
Share-based compensation arrangement by share-based payment award, options, forfeitures and expirations in period			0	[1]
Share-based compensation arrangement by share-based payment award, options, outstanding, number, ending balance	0.5		0.5
Weighted-Average Exercise Price
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted-average exercise price, beginning balance			$ 23.38
Share-based compensation arrangement by share-based payment award, options, exercises in period, weighted-average exercise price	$ 22.83		$ 22.83
Share-based compensation arrangement by share-based payment award, options, forfeitures in period, weighted-average exercise price	$ 18.77		$ 18.77
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted-average exercise price, ending balance	$ 23.50		$ 23.50
Weighted-Average Remaining Contractual Term (in years)
Share-based compensation arrangement by share-based payment award, options, exercisable, weighted-average remaining contractual term, beginning balance			2.62
Share-based compensation arrangement by share-based payment award, options, exercisable, weighted-average remaining contractual term, ending balance	2.00		2.00
Aggregate Intrinsic Value
Share-based compensation arrangement by share-based payment award, options, exercisable, intrinsic value, beginning balance			11.7
Share-based compensation arrangement by share-based payment award, options, exercisable, intrinsic value, ending balance	3.3		3.3
Employee Stock Purchase Plan [Member]
Stock-based compensation expense
Stock-based compensation expense	0.1	0.1	0.3		0.3
Restricted Stock Awards And Units [Member]
Share-based compensation arrangement by share-based payment award [Line Items]
Restricted stock shares available for future grant	1.8		1.8
Stock-based compensation expense
Stock-based compensation expense	11.5	11.4	33.7		32.0
Employee service share-based compensation, aggregate disclosures (Textuals) [Abstract]
Restricted stock awards and units vesting period			Restricted stock awards and units generally vest over four years.
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized	84.9		84.9
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized, period for recognition			2.6
Schedule of share-based compensation, restricted stock fair value (Table) [Abstract]
Fair value of shares vested			38.0		38.2
Grant date fair values of restricted stock awards and units granted			41.9		42.3
Shares
Nonvested restricted stock awards and units - beginning balance			2.5
Nonvested restricted stock awards and units granted			1.0
Nonvested restricted stock awards and units vested			(0.9)
Nonvested restricted stock awards and units forfeited			(0.1)
Nonvested restricted stock awards and units - ending balance	2.5		2.5
Weighted Average Grant Date Fair Value
Nonvested restricted stock awards and units, weighted-average grant date fair value - beginning balance			$ 42.92
Nonvested restricted stock awards and units granted, weighted-average grant date fair value			$ 42.49
Nonvested restricted stock awards and units vested, weighted-average grant date fair value			$ 41.89
Nonvested restricted stock awards and units forfeited, weighted-average grant date fair value	$ 43.43		$ 43.43
Nonvested restricted stock awards and units, weighted-average grant date fair value - ending balance	$ 43.11		$ 43.11
Restricted Stock Awards (RSAs) [Member]
Share-based compensation arrangement by share-based payment award [Line Items]
Restricted stock issued	3.0		3.0
Restricted Stock Units (RSUs) [Member]
Shares
Nonvested restricted stock awards and units - ending balance	0.2		0.2
Common Stock [Member]
Equity, class of treasury stock [Line Items]
Repurchases of common stock (in shares)		1.0	3.0		2.0
Common stock repurchase - average price paid per share		$ 37.04	$ 45.58		$ 42.73
Repurchases of common stock		$ 37.0	$ 136.7		$ 85.5

[1] Represents fewer than fifty thousand shares.

XML

PARENTHETICAL DATA TO THE CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Millions, except Share data	Sep. 30, 2011	Dec. 31, 2010
Current assets:
Accounts receivable retentions	$ 65.7	$ 69.1
Current liabilities:
Accounts payable and subcontractors payable retentions	$ 38.9	$ 46.5
URS stockholders' equity:
Preferred stock, authorized shares	3,000,000	3,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized shares	200,000,000	200,000,000
Common stock shares issued	87,700,000	86,900,000
Common stock shares outstanding	79,700,000	81,900,000
Treasury stock shares at cost	8,000,000	5,000,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Millions, except Per Share data	3 Months Ended				9 Months Ended
	Sep. 30, 2011		Oct. 01, 2010		Sep. 30, 2011		Oct. 01, 2010
Income Statement [Abstract]
Revenues	$ 2,471.7		$ 2,340.1		$ 7,151.8		$ 6,796.9
Cost of revenues	(2,300.1)		(2,136.5)		(6,731.2)		(6,345.0)
General and administrative expenses	(18.5)		(21.5)		(59.9)		(54.9)
Goodwill impairment	(798.1)				(798.1)
Acquisition-related expenses			(7.5)		(1.0)		(11.6)
Equity in income (loss) of unconsolidated joint ventures	24.8		(12.4)		100.8		36.5
Operating income (loss)	(620.2)	[1]	162.2	[1]	(337.6)	[1]	421.9	[1]
Interest expense	(5.1)		(9.5)		(15.3)		(23.9)
Income (loss) before income taxes	(625.3)		152.7		(352.9)		398.0
Income tax benefit (expense)	39.5		(56.1)		(45.1)		(94.0)	[2],[3]
Net income (loss) including noncontrolling interests	(585.8)		96.6		(398.0)		304.0
Noncontrolling interests in income of consolidated subsidiaries	(37.3)		(26.2)		(96.1)		(76.1)
Net income (loss) attributable to URS	$ (623.1)		$ 70.4		$ (494.1)		$ 227.9
Earnings (losses) per share:
Basic	$ (8.05)		$ 0.87		$ (6.36)		$ 2.81
Diluted	$ (8.05)		$ 0.87		$ (6.36)		$ 2.79
Components of weighted-average shares outstanding - Diluted:
Basic	77.4	[4]	81.1	[4]	77.7	[4]	81.2	[4]
Diluted	77.4		81.3		77.7		81.6

[1] During the quarter ended September 30, 2011, we recorded a goodwill impairment charge of $798.1 million. See Note 8, “Goodwill” for more information. The operating results of our acquisition of the Scott Wilson Group plc (“Scott Wilson”) were included in the three and nine months ended September 30, 2011, but partially included in the three and nine months ended October 1, 2010, as we completed the acquisition in September 2010.

[2] The 2010 nine-month period includes a decrease of $42.1 million resulting from our decision to indefinitely reinvest the earnings of all of our foreign subsidiaries, as part of our strategy to expand our business globally.

[3] The prior period amounts have been revised as discussed in Note 1, “Business, Basis of Presentation, and Accounting Policies.”

[4] Weighted-average common stock outstanding is net of treasury stock.

XML

SEGMENT AND RELATED INFORMATION (DETAILS 3) (USD $) In Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2011		Oct. 01, 2010	Sep. 30, 2011		Oct. 01, 2010	Dec. 31, 2010
Revenues from external customers and long-lived assets [Line Items]
Revenues	$ 2,471.7		$ 2,340.1	$ 7,151.8		$ 6,796.9
Property and equipment at cost, net	278.7	[1]		278.7	[1]		266.1	[1]
United States [Member]
Revenues from external customers and long-lived assets [Line Items]
Revenues	2,173.9		2,160.2	6,242.4		6,300.2
International [Member]
Revenues from external customers and long-lived assets [Line Items]
Revenues	306.4		184.2	931.3		509.6
Geographical Area Elimination [Member]
Revenues from external customers and long-lived assets [Line Items]
Revenues	$ (8.6)		$ (4.3)	$ (21.9)		$ (12.9)

[1] The unamortized computer software costs were $62.1 million and $68.4 million, respectively, as of September 30, 2011 and December 31, 2010.

XML

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 16. COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we are subject to contractual guarantees and governmental audits or investigations. We are also involved in various legal proceedings that are pending against us and our affiliates alleging, among other things, breach of contract or tort in connection with the performance of professional services, the various outcomes of which cannot be predicted with certainty. We are including information regarding the following significant proceedings in particular:

• USAID Egyptian Projects: In March 2003, Washington Group International, Inc. (“WGI”) was notified by the Department of Justice that the federal government was considering civil litigation against WGI for potential violations of the U.S. Agency for International Development (“USAID”) source, origin, and nationality regulations in connection with five of WGI's USAID-financed host-country projects located in Egypt beginning in the early 1990s. In November 2004, the federal government filed an action in the United States District Court for the District of Idaho against WGI, Contrack International, Inc., and MISR Sons Development S.A.E., an Egyptian construction company, asserting violations under the Federal False Claims Act, the Federal Foreign Assistance Act of 1961, and common law theories of payment by mistake and unjust enrichment. The federal government seeks damages and civil penalties for violations of the statutes as well as a refund of all amounts paid under the specified contracts of approximately $373.0 million. WGI has denied any liability in the action and contested the federal government's damage allegations and its entitlement to any recovery. All USAID projects under the contracts have been completed and are fully operational.

  In March 2005, WGI filed motions in the Bankruptcy Court in Nevada and in the Idaho District Court to dismiss the federal government's claim for failure to give appropriate notice or otherwise preserve those claims. In August 2005, the Bankruptcy Court ruled that all federal government claims were barred in a written order. The federal government appealed the Bankruptcy Court's order to the United States District Court for the District of Nevada. In March 2006, the Idaho District Court stayed that action during the pendency of the federal government's appeal of the Bankruptcy Court's ruling. In December 2006, the Nevada District Court reversed the Bankruptcy Court's order and remanded the matter back to the Bankruptcy Court for further proceedings. In December 2007, the federal government filed a motion in Bankruptcy Court seeking an order that the Bankruptcy Court abstain from exercising jurisdiction over this matter, which WGI opposed. On February 15, 2008, the Bankruptcy Court denied the federal government's motion preventing the Bankruptcy Court from exercising jurisdiction over WGI's motion that the federal government's claims in Idaho District Court were barred for failure to give appropriate notice or otherwise preserve those claims. In November 2008, the Bankruptcy Court ruled that the federal government's common law claims of unjust enrichment and payment by mistake are barred, and may not be further pursued. WGI's pending motion in the Bankruptcy Court covers all of the remaining federal government claims alleged in the Idaho action.

  WGI's joint venture for one of the USAID projects brought arbitration proceedings before an arbitration tribunal in Egypt in which the joint venture asserted an affirmative claim for additional compensation for the construction of water and wastewater treatment facilities in Egypt. The project owner, National Organization for Potable Water and Sanitary Drainage (“NOPWASD”), an Egyptian government agency, asserted in a counterclaim that by reason of alleged violations of the USAID source, origin and nationality regulations, and alleged violations of Egyptian law, WGI's joint venture should forfeit its claim, pay damages of approximately $6.0 million and the owner's costs of defending against the joint venture's claims in arbitration. WGI denied liability on NOPWASD's counterclaim. On April 17, 2006, the arbitration tribunal issued its award providing that the joint venture prevailed on its affirmative claims in the net amount of $8.2 million, and that NOPWASD's counterclaims were rejected. WGI's portion of any final award received by the joint venture would be approximately 45%.

  WGI intends to continue to defend these matters vigorously and to consider further pursuit of its affirmative claims; however, we cannot provide assurance that we will be successful in these efforts. The potential range of loss and the resolution of these matters cannot be determined at this time.

• New Orleans Levee Failure Class Action Litigation: From July 1999 through May 2005, Washington Group International, Inc., an Ohio company (“WGI Ohio”), a wholly owned subsidiary acquired by us on November 15, 2007, performed demolition, site preparation, and environmental remediation services for the U.S. Army Corps of Engineers on the east bank of the Inner Harbor Navigation Canal (the “Industrial Canal”) in New Orleans, Louisiana. On August 29, 2005, Hurricane Katrina devastated New Orleans. The storm surge created by the hurricane overtopped the Industrial Canal levee and floodwall, flooding the Lower Ninth Ward and other parts of the city.

Since September 2005, 59 personal injury, property damage and class action lawsuits have been filed in Louisiana State and federal court naming WGI Ohio as a defendant. Other defendants include the U.S. Army Corps of Engineers, the Board for the Orleans Levee District, and its insurer, St. Paul Fire and Marine Insurance Company. Over 1,450 hurricane-related cases, including the WGI Ohio cases, have been consolidated in the United States District Court for the Eastern District of Louisiana (“District Court”). The plaintiffs claim that defendants were negligent in their design, construction and/or maintenance of the New Orleans levees. The plaintiffs are all residents and property owners who claim to have incurred damages arising out of the breach and failure of the hurricane protection levees and floodwalls in the wake of Hurricane Katrina. The allegation against us is that the work we performed adjacent to the Industrial Canal damaged the levee and floodwall and caused and/or contributed to breaches and flooding.The plaintiffs allege damages of $200 billion and demand attorneys' fees and costs. WGI Ohio did not design, construct, repair or maintain any of the levees or the floodwalls that failed during or after Hurricane Katrina. WGI Ohio performed the work adjacent to the Industrial Canal as a contractor for the federal government and has pursued dismissal from the lawsuits on a motion for summary judgment on the basis that government contractors are immune from liability.

On December 15, 2008, the District Court granted WGI Ohio's motion for summary judgment to dismiss the lawsuit on the basis that we performed the work adjacent to the Industrial Canal as a contractor for the federal government and are therefore immune from liability, which was appealed by a number of the plaintiffs on April 27, 2009 to the United States Fifth Circuit Court of Appeals (“Court of Appeals”). On September 14, 2010, the Court of Appeals reversed the District Court's summary judgment decision and WGI Ohio's dismissal, and remanded the case back to the District Court for further litigation.On August 1, 2011, the District Court held that the defenseof government contractor immunity is not available to WGI Ohio at trial, but would be an issue for appeal.

WGI Ohio intends to continue to defend these matters vigorously; however, we cannot provide assurance that we will be successful in these efforts. The potential range of loss and the resolution of these matters cannot be determined at this time.

• Common Sulfur Project: One of our wholly owned subsidiaries, WGI – Middle East, Inc., whose parent company, WGI, was acquired by us on November 15, 2007, together with a consortium partner, have contracted under a fixed-price arrangement to engineer, procure and construct a sulfur processing facility located in Qatar. Once completed, the sulfur processing facility will gather and process sulfur produced by new liquid natural gas processing facilities, which are also under construction. The project has experienced cost increases and schedule delays. The contract gives the customer the right to assess liquidated damages of approximately $25 million against the consortium if various project milestones are not met. If liquidated damages are assessed, a significant portion may be attributable to WGI – Middle East, Inc.On November 25, 2009, the consortium filed a Notice of Arbitration in the U.K. for breach of contract and client-directed changes.

On August 23, 2010, we settled pending change orders and claims with the project owner for three payments from the project owner totaling $100 million. We and our consortium partner have agreed that 60% of the settlement amount will be allocated to our consortium partner and 40% to us.

Under the terms of the settlement, we received a complete release for all delays and liquidated damages incurred up to the settlement date. As of September 30, 2011, we had received $28 million of settlement payments and we expect to receive the final settlement payment of $12 million upon the completion of the project.

We are currently completing the final start up and commissioning of the facility and addressing customer warranty claims related to the facility's steam, fire protection, conveyor and backup electrical supply systems that were excluded from the August 23, 2010 settlement agreement. Although we continue to pursue resolution, as a result of extended project delays, we have beenexperiencing higher than expected warranty costs as a result of equipment suppliers disputing their warranty obligations.

During theninemonthsended September 30, 2011, in connection with the start up and commissioning activities and the warranty claims, we recognized losses of $19.4 million.We did not record any loss during the quarter endedSeptember 30, 2011.As of September 30, 2011, the cumulative projectlosses were approximately $107.1million.

• DOE Deactivation, Demolition, and Removal Project: In December 2007, the DOE awarded WGI Ohio a cost-reimbursable task order to perform deactivation, demolition and removal of U.S. government nuclear research laboratory testing facilities at a site in New York State. During 2010, the project experienced contamination and performance incidents. In February 2011, WGI Ohio and the DOE executed a task order modification that changed the contractual terms from cost-reimbursable to at-risk. ThroughSeptember 30, 2011, WGI Ohio has recorded cumulative lossesrelated to this project of $11.9 million, including an$11.1 millioncharge during the fiscal year ended December 31, 2010, and charges of $0.4million and $4.6 million in the quarter and nine months ended September 30, 2011, respectively.

On September 1, 2011, the DOE issued WGI Ohio a preliminary notice of violation associated with the contamination incident in 2010 described above and proposed a civil penalty of $0.4 million (which included reductions for corrective actions by WGI Ohio).  On September 28, 2011, WGI Ohio responded to the DOE notice and voluntarily paid the penalty.

Due to unanticipated regulatory requirements and permitting delays by federal and state agencies, as well as other reasons, WGI Ohio may be required to perform work outside the scope of the February 2011 task order modification. Additionally, a significant portion of the work on the project continues to be delayed. Based on changes and delays to date, the project completion costscontinue toincrease beyond the previous estimate by at least $45 million;however, since the project continues to be delayed and the final project plan has not been approved, the final project completion costs are not currently estimable. WGI Ohio believes that the expected project cost increases will be caused by additional work scope, delays and other factors beyond its control that will constitute changes for which it should be compensated. Nonetheless, WGI Ohio can give no assurance that it will not be obligated to pay some or all of the expected project cost increases, which would negatively impact future results of operations.

The resolution of outstanding claims is subject to inherent uncertainty, and it is reasonably possible that resolution of any of the above outstanding claims or legal proceedings could have a material adverse effect on us.

Insurance

Generally, our insurance program covers workers' compensation and employer's liability, general liability, automobile liability, professional errors and omissions liability, property, marine property and liability, and contractor's pollution liability (in addition to other policies for specific projects). Our insurance program includes deductibles or self-insured retentions for each covered claim. In addition, our insurance policies contain exclusions and sublimits that insurance providers may use to deny or restrict coverage. Excess liability, contractor's pollution liability, and professional liability insurance policies provide for coverages on a “claims-made” basis, covering only claims actually made and reported during the policy period currently in effect. Thus, if we do not continue to maintain these policies, we will have no coverage for claims made after the termination date even for claims based on events that occurred during the term of coverage. While we intend to maintain these policies, we may be unable to maintain existing coverage levels.

Guarantee Obligations and Commitments

As of September 30, 2011, we had the following guarantee obligations and commitments:

We have agreed to indemnify one of our joint venture partners up to $25.0 million for any potential losses, damages, and liabilities associated with lawsuits in relation to general and administrative services we provide to the joint venture. Currently, we have not been advised of any indemnified claims under this guarantee.

We have guaranteed a letter of credit issued on behalf of one of our consolidated joint ventures. The total amount of the letter of credit was $0.9 million as of September 30, 2011.

We have guaranteed several of our foreign credit facilities and bank guarantee lines. The aggregate amount of these guarantees was $50.8 million as of September 30, 2011.

As of September 30, 2011, we had $35.7 million in bank guarantees outstanding under foreign credit facilities and other banking arrangements.

We also maintain a variety of commercial commitments that are generally made to support provisions of our contracts. In addition, in the ordinary course of business, we provide letters of credit to clients and others against advance payments and to support other business arrangements. We are required to reimburse the issuers of letters of credit for any payments they make under the letters of credit.

In the ordinary course of business, we may provide performance assurances and guarantees related to our services. For example, these guarantees may include surety bonds, arrangements among our client, a surety, and us to ensure we perform our contractual obligations pursuant to our client agreement. If our services under a guaranteed project are later determined to have resulted in a material defect or other material deficiency, then we may be responsible for monetary damages or other legal remedies. When sufficient information about claims on guaranteed projects is available and monetary damages or other costs or losses are determined to be probable, we recognize such guarantee losses.

XML

Document And Entity Information	9 Months Ended
	Sep. 30, 2011	Aug. 01, 2011
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2011
Entity Registrant Name	URS CORP /NEW/
Entity Central Index Key	0000102379
Current Fiscal Year End Date	--12-30
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		79,615,799
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3

XML

INCOME TAXES (DETAILS) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended			12 Months Ended
	Sep. 30, 2011	Oct. 01, 2010	Sep. 30, 2011	Oct. 01, 2010		Dec. 31, 2010
Effective income tax rate continuing operations tax rate reconciliation [Abstract]
U.S. statutory rate applied to income before taxes ($)			$ (123.5)	$ 139.3	[1],[2]
U.S. statutory rate applied to income before taxes (%)			35.00%	35.00%	[1],[2]
State taxes, net of federal benefit ($)			5.4	16.0	[1],[2]
State taxes, net of federal benefit (%)			(1.50%)	4.00%	[1],[2]
Change in indefinite reinvestment assertion ($)				(58.2)	[1],[2]
Change in indefinite reinvestment assertion (%)				(14.60%)	[1],[2]
Adjustments to valuation allowances ($)			14.4	14.4	[1],[2]
Adjustments to valuation allowances (%)			(4.10%)	3.60%	[1],[2]
Adjustments related to changing foreign tax credits to deductions ($)				13.6	[1],[2]
Adjustments related to changing foreign tax credits to deductions (%)				3.40%	[1],[2]
Foreign income taxed at rates other than 35% ($)			(19.6)	(13.7)	[1],[2]
Foreign income taxed at rates other than 35% (%)			5.60%	(3.40%)	[1],[2]
Goodwill impairment ($)			192.9
Goodwill impairment (%)			(54.70%)
Exclusion of tax on noncontrolling interests ($)			(22.1)	(20.3)	[1],[2]
Exclusion of tax on noncontrolling interests (%)			6.30%	(5.10%)	[1],[2]
Other adjustments ($)			(2.4)	2.9	[1],[2]
Other adjustments (%)			0.60%	0.70%	[1],[2]
Total income tax expense	(39.5)	56.1	45.1	94.0	[1],[2]
Effective income tax rate %		36.70%	(12.80%)	23.60%	[1],[2]
Income tax (Textuals) [Abstract]
Reduction in income tax expenses resulted from reinvestment of the earnings of all our foreign subsidiaries						42.1
Other income tax disclosure (Textuals) [Abstract]
Federal, state and foreign NOL carryovers resulted in a deferred tax asset	121.3		121.3
Deferred tax assets valuation allowance	105.8		105.8
Tax-deductible portion of acquired goodwill	336.0		336.0
Tax-deductible goodwill expiration dates range			12 years.
Estimated 2011 tax deduction for goodwill	89.4		89.4
Tax deduction for goodwill trend discussion			The tax deduction for goodwill for 2011 is expected to be approximately $89.4 million and is expected to be substantially lower beginning in 2015.
Federal [Member]
Operating loss carryforwards [Line Items]
Operating loss carryforwards	22.2		22.2
Operating loss carryforwards expiration dates			These federal NOL carryovers expire in years 2020 through 2025.
State [Member]
Operating loss carryforwards [Line Items]
Operating loss carryforwards	370.8		370.8
Operating loss carryforwards expiration dates			These state NOL carryovers expire in years 2011 through 2027.
Foreign [Member]
Operating loss carryforwards [Line Items]
Operating loss carryforwards	$ 441.3		$ 441.3
Operating loss carryforwards expiration dates			The majority of the foreign NOL carryovers have no expiration date.

[1] The 2010 nine-month period includes a decrease of $42.1 million resulting from our decision to indefinitely reinvest the earnings of all of our foreign subsidiaries, as part of our strategy to expand our business globally.

[2] The prior period amounts have been revised as discussed in Note 1, “Business, Basis of Presentation, and Accounting Policies.”

XML

ACCOUNTS RECEIVABLE AND COSTS AND ACCRUED EARNINGS IN EXCESS OF BILLINGS ON CONTRACTS (TABLES)

9 Months Ended

Sep. 30, 2011

Accounts receivable and costs and accrued earnings in excess of billings on contracts [Abstract]

Accounts receivable and costs and accrued earnings in excess of billings on contracts [Table Text Block]

			September 30,		December 31,
(In millions)			2011		2010
Accounts receivable:
	U.S. federal government		$	405.4	$	398.8
	Others			654.0		704.0
		Total accounts receivable	$	1,059.4	$	1,102.8
Costs and accrued earnings in excess of billings on contracts:
	U.S. federal government		$	765.6	$	662.4
	Others			625.0		494.7
		Total costs and accrued earnings in excess of billings on contracts	$	1,390.6	$	1,157.1

XML

BILLINGS IN EXCESS OF COSTS AND ACCRUED EARNINGS ON CONTRACTS (DETAILS) (USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Components Of Billings In Excess Of Cost And Accrued Earnings On Contracts [Abstract]
Billings in excess of costs and accrued earnings on contracts	$ 220.3	$ 167.8
Advance payments negotiated as a contract condition	39.4	57.9
Project-related legal liabilities and other project-related reserves	36.2	22.5
Estimated losses on uncompleted contracts	24.7	27.4
Normal profit liabilities	14.9	0.2
Total billings in excess of costs and accrued earnings on contracts	$ 335.5	$ 275.8

XML

JOINT VENTURES

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements [Abstract]

JOINT VENTURES

NOTE 5. JOINT VENTURES

The following are examples of activities currently being performed by our significant consolidated and unconsolidated joint ventures:

• Engineering, procurement and construction of a concrete dam;
• Liquid waste management services, including the decontamination of a former nuclear fuel reprocessing facility and nuclear hazardous waste processing;
• Management of ongoing tank cleanup effort, including retrieving, treating, storing and disposing of nuclear waste that is stored at tank farms;
• Management and operation services, including commercial operations, decontamination, decommissioning, and waste management of a nuclearfacilityin the United Kingdom (“U.K.”); and
• Procurement and construction of levee improvements.

In accordance with the current consolidation standard, we analyzed all of our joint ventures and classified them into two groups:

• Joint ventures that must be consolidated because they are either not variable interest entities (“VIEs”) and we hold the majority voting interest, or because they are VIEs of which we are the primary beneficiary; and
• Joint ventures that do not need to be consolidated because they are either not VIEs and we do not hold a majority voting interest, or because they are VIEs of which we are not the primary beneficiary.

We perform a quarterly review of our joint ventures to determine whether there were any changes in the status of the VIEs or changes to the primary beneficiary designation of each VIE. We determined that no such changes occurredduring the ninemonths endedSeptember 30, 2011.

In the table below, we have aggregated financial information relating to our VIEs because their nature and risk and reward characteristics are similar. None of our current joint ventures that meets the characteristics of a VIE is individually significant to our consolidated financial statements.

Consolidated Joint Ventures

The following table presents the total assets and liabilities of our consolidated joint ventures:

			September 30,		December 31,
(In millions)			2011		2010
Cash and cash equivalents			$	115.0	$	85.6
Net accounts receivable				389.6		322.1
Other current assets				0.5		1.1
Noncurrent assets				38.7		36.2
		Total assets	$	543.8	$	445.0
Accounts and subcontractors payable			$	198.9	$	214.8
Billings in excess of costs and accrued earnings on contracts				37.7		7.5
Accrued expenses and other				43.2		34.9
Noncurrent liabilities				14.4		3.2
	Total liabilities			294.2		260.4
Total URS equity				141.0		100.8
Noncontrolling interests				108.6		83.8
	Total owners’ equity			249.6		184.6
		Total liabilities and owners’ equity	$	543.8	$	445.0

Total revenues of the consolidated joint ventures were $485.9million and $471.7million for the three months ended September 30, 2011 and October 1, 2010, respectively, and $1.4billion and $1.3billion for the nine months ended September 30, 2011 and October 1, 2010, respectively.

The assets of our consolidated joint ventures are restricted for use only by the particular joint venture and are not available for our general operations.

Unconsolidated Joint Ventures

We use the equity method of accounting for our unconsolidated joint ventures. Under the equity method, we recognize our proportionate share of the net earnings of these joint ventures as a single line item under “Equity in income of unconsolidated joint ventures” in our Condensed Consolidated Statements of Operations.

The table below presents financial information, derived from the most recent financial statements provided to us, in aggregate, for our unconsolidated joint ventures:

	Unconsolidated
(In millions)	VIEs
September 30, 2011
Current assets	$	435.7
Noncurrent assets	$	5.4
Current liabilities	$	248.1
Noncurrent liabilities	$	2.0
December 31, 2010
Current assets	$	423.6
Noncurrent assets	$	7.0
Current liabilities	$	340.5
Noncurrent liabilities	$	0.1
Three months ended September 30, 2011 (1)
Revenues	$	307.9
Cost of revenues	$	(236.5)
Income from continuing operations before tax	$	71.4
Net income	$	66.8
Three months ended October 1, 2010 (1,2)
Revenues	$	296.5
Cost of revenues	$	(309.4)
Loss from continuing operations before tax	$	(12.9)
Net loss	$	(16.0)
Nine months ended September 30, 2011 (1)
Revenues	$	975.9
Cost of revenues	$	(746.5)
Income from continuing operations before tax	$	229.4
Net income	$	212.2
Nine months ended October 1, 2010 (1,2)
Revenues	$	943.7
Cost of revenues	$	(842.8)
Income from continuing operations before tax	$	100.9
Net income	$	92.3

• Income from unconsolidated U.S. joint ventures is generally not taxable in most tax jurisdictions in the U.S. The tax expenses on our other unconsolidated joint ventures are primarily related to foreign taxes.
• In October 2010, we received notice of a ruling on the priority of claims against a bankrupt client made by one of our unconsolidated joint ventures related to the SR-125 road project in California. The judge ruled against our joint venture's position, finding that its mechanic's lien did not have priority over the senior lenders. As a result of the court's decision, we recorded a pre-tax non-cash asset impairment charge of $25.0 million in the third quarter of 2010.

We received $47.0million and $35.5 million, respectively, of distributions from unconsolidated joint ventures for the three months ended September 30, 2011 and October 1, 2010and $88.4million and $70.5 million, respectively, for the nine months ended September 30, 2011 and October 1, 2010.

Maximum Exposure to Loss

In addition to potential losses arising from the carrying values of the assets and liabilities of our unconsolidated joint ventures, our maximum exposure to loss also includes performance assurances and guarantees we sometimes provide to clients on behalf of joint ventures that we do not directly control. We enter into these guarantees primarily to support the contractual obligations associated with the joint ventures' projects. The potential payment amount of an outstanding performance guarantee is typically the remaining cost of work to be performed by or on behalf of third parties under engineering and construction contracts. However, the nature of these costs are such that we are not able to estimate amounts that may be required to be paid in excess of estimated costs to complete contracts and, accordingly, the exposure to loss as a result of these performance guarantees cannot be calculated.

XML

JOINT VENTURES (TABLES)

9 Months Ended

Sep. 30, 2011

Consolidated Joint Ventures [Abstract]

Schedule of consolidated joint ventures [Table Text Block]

			September 30,		December 31,
(In millions)			2011		2010
Cash and cash equivalents			$	115.0	$	85.6
Net accounts receivable				389.6		322.1
Other current assets				0.5		1.1
Noncurrent assets				38.7		36.2
		Total assets	$	543.8	$	445.0
Accounts and subcontractors payable			$	198.9	$	214.8
Billings in excess of costs and accrued earnings on contracts				37.7		7.5
Accrued expenses and other				43.2		34.9
Noncurrent liabilities				14.4		3.2
	Total liabilities			294.2		260.4
Total URS equity				141.0		100.8
Noncontrolling interests				108.6		83.8
	Total owners’ equity			249.6		184.6
		Total liabilities and owners’ equity	$	543.8	$	445.0

Unconsolidated Joint Ventures [Abstract]

Schedule of unconsolidated joint ventures [Table Text Block]

	Unconsolidated
(In millions)	VIEs
September 30, 2011
Current assets	$	435.7
Noncurrent assets	$	5.4
Current liabilities	$	248.1
Noncurrent liabilities	$	2.0
December 31, 2010
Current assets	$	423.6
Noncurrent assets	$	7.0
Current liabilities	$	340.5
Noncurrent liabilities	$	0.1
Three months ended September 30, 2011 (1)
Revenues	$	307.9
Cost of revenues	$	(236.5)
Income from continuing operations before tax	$	71.4
Net income	$	66.8
Three months ended October 1, 2010 (1,2)
Revenues	$	296.5
Cost of revenues	$	(309.4)
Loss from continuing operations before tax	$	(12.9)
Net loss	$	(16.0)
Nine months ended September 30, 2011 (1)
Revenues	$	975.9
Cost of revenues	$	(746.5)
Income from continuing operations before tax	$	229.4
Net income	$	212.2
Nine months ended October 1, 2010 (1,2)
Revenues	$	943.7
Cost of revenues	$	(842.8)
Income from continuing operations before tax	$	100.9
Net income	$	92.3

• Income from unconsolidated U.S. joint ventures is generally not taxable in most tax jurisdictions in the U.S. The tax expenses on our other unconsolidated joint ventures are primarily related to foreign taxes.
• In October 2010, we received notice of a ruling on the priority of claims against a bankrupt client made by one of our unconsolidated joint ventures related to the SR-125 road project in California. The judge ruled against our joint venture's position, finding that its mechanic's lien did not have priority over the senior lenders. As a result of the court's decision, we recorded a pre-tax non-cash asset impairment charge of $25.0 million in the third quarter of 2010.

XML

GOODWILL (DETAILS) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2011 employees reportingunits countries	Sep. 30, 2011 years employees reportingunits countries	Dec. 31, 2010
Goodwill [Line Items]
Goodwill	$ 2,793.3	$ 2,793.3	$ 3,393.2
Goodwill impairment	798.1	798.1
Goodwill impairment loss after tax		699.3
Interim goodwill impairment review (Textuals) [Abstract]
Number of reporting units whose book value exceeds its fair value	5	5
Number of reporting units included in goodwill impairment review	6	6
Number of future years estimates of economic and market information		10
Infrastructure & Environment Operating Segment [Member]
Goodwill [Line Items]
Goodwill	758.9	758.9
Reporting unit fair value	1,414.0	1,414.0
Reporting unit carrying value	1,344.7	1,344.7
Reporting unit percent fair value above carrying value	5.00%	5.00%
Federal Services Operating Segment [Member]
Goodwill [Line Items]
Goodwill	681.2	681.2
Goodwill impairment		(367.4)
Goodwill balance before impairment charge	1,048.6	1,048.6
Within the Energy & Construction Operating Segment [Abstract]
Goodwill [Line Items]
Goodwill	1,353.1	1,353.1
Goodwill impairment		(430.7)
Goodwill balance before impairment charge	1,783.8	1,783.8
Global Management and Operations Services Group [Member]
Goodwill [Line Items]
Goodwill	381.2	381.2
Goodwill impairment		(184.2)
Goodwill balance before impairment charge	565.4	565.4
Civil Construction and Mining Group [Member]
Goodwill [Line Items]
Goodwill	226.8	226.8
Goodwill impairment		(67.1)
Goodwill balance before impairment charge	293.9	293.9
Industrial/Process Group
Goodwill [Line Items]
Goodwill	115.3	115.3
Goodwill impairment		(74.1)
Goodwill balance before impairment charge	189.4	189.4
Power Group
Goodwill [Line Items]
Goodwill	629.8	629.8
Goodwill impairment		(105.3)
Goodwill balance before impairment charge	$ 735.1	$ 735.1

XML

EARNINGS PER SHARE (DETAILS) In Millions	3 Months Ended				9 Months Ended
	Sep. 30, 2011		Oct. 01, 2010		Sep. 30, 2011		Oct. 01, 2010
Components of weighted-average shares outstanding - Diluted:
Weighted-average common stock shares outstanding - Basic	77.4	[1]	81.1	[1]	77.7	[1]	81.2	[1]
Effect of dilutive stock options, restricted stock awards and units and employee stock purchase plan shares			0.2				0.4
Weighted-average common stock outstanding - Diluted	77.4		81.3		77.7		81.6
Anti-dilutive equity awards not included in components of weighted-average common shares outstanding					1.7		0.9

[1] Weighted-average common stock outstanding is net of treasury stock.

XML

EARNINGS PER SHARE (TABLES)

9 Months Ended

Sep. 30, 2011

Earnings per share reconciliation [Abstract]

Earnings per share [Table Text Block]

	Three Months Ended		Nine Months Ended
	September 30,	October 1,	September 30,	October 1,
(In millions)	2011	2010	2011	2010
Weighted-average common stock shares outstanding – Basic (1)	77.4	81.1	77.7	81.2
Effect of dilutive stock options, restricted stock awards and units and employee stock purchase plan shares	—	0.2	—	0.4
Weighted-average common stock outstanding – Diluted	77.4	81.3	77.7	81.6

• Weighted-average common stock outstanding is net of treasury stock.

Earnings per share, anti-dilutive awards [Table Text Block]

	September 30,	October 1,
(In millions)	2011	2010
Anti-dilutive equity awards not included above	1.7	0.9

XML

FAIR VALUES OF DEBT INSTRUMENTS

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements [Abstract]

FAIR VALUES OF DEBT INSTRUMENTS

NOTE10. FAIR VALUE OF DEBT INSTRUMENTS

2007 Credit Facility

As of September 30, 2011 and December 31, 2010, the estimated fairmarket values of term loans A and B were approximately $620.8million and $621.7million, respectively. As of bothSeptember 30, 2011 and December 31, 2010, the carrying value of term loans A and B on our Condensed Consolidated Balance Sheets was$625.0 million. The fair values of our term loans A and B were derived by taking the mid-point of the trading prices from an observable market input in the secondary loan market and multiplying it by the outstanding balance of our term loans.

XML

BUSINESS, BASIS OF PRESENTATION, AND ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements [Abstract]

BUSINESS, BASIS OF PRESENTATION, AND ACCOUNTING POLICIES

NOTE 1. BUSINESS, BASIS OF PRESENTATION, AND ACCOUNTING POLICIES

Overview

The terms “we,” “us,” and “our” used in these financial statements refer to URS Corporation and its consolidated subsidiaries unless otherwise indicated. We are a leading international provider of engineering, construction and technical services. We offer a broad range of program management, planning, design, engineering, construction and construction management, operations and maintenance, and decommissioning and closure services to public agencies and private sector clients around the world. We also are a United States (“U.S.”) federal government contractor in the areas of systems engineering and technical assistance, operations and maintenance, and information technology (“IT”) services. Headquartered in San Francisco, we have more than47,000 employees in a global network of offices and contract-specific job sites in more than 40 countries. We operate through three reporting segments: the Infrastructure & Environment business, the Federal Services business and the Energy & Construction business.

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

You should read our unaudited condensed consolidated financial statements in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K, as amended,for the year ended December 31, 2010. The results of operations for the three and ninemonths ended September 30, 2011 are not indicative of the operating results for the full year or for future years.

In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments that are necessary for a fair statement of our financial position, results of operations and cash flows for the interim periods presented.

The preparation of our unaudited condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the balance sheet dates as well as the reported amounts of revenues and costs during the reporting periods. Actual results could differ from those estimates. On an ongoing basis, we review our estimates based on information that is currently available. Changes in facts and circumstances may cause us to revise our estimates.

Principles of Consolidation and Basis of Presentation

Our condensed consolidated financial statements include the financial position, results of operations and cash flows of URS Corporation and our majority-owned subsidiaries and joint ventures that are required to be consolidated.

On June 1, 2011, we completed the acquisition of Apptis Holdings, Inc. (“Apptis”). The operating results of Apptis from the acquisition date through September 30, 2011 are included in our condensed consolidated financial statements under the Federal Services business. See Note 7, “Acquisition,” for more information regarding this acquisition.

Investments in unconsolidated joint ventures are accounted for using the equity method and are included as investments in and advances to unconsolidated joint ventures on our Condensed Consolidated Balance Sheets. All significant intercompany transactions and accounts have been eliminated in consolidation.

Revision of Previously Issued Financial Statements

We identified an error this quarter related to the calculation and presentation of income tax expense. Historically, we have included income tax expense related to the noncontrollinginterests' share of all of our consolidated joint ventures including both taxable entities and entities that pass taxable income through to their partners (“pass-through entities”). We have concluded that income tax expense should not include amounts related to the noncontrolling interests' share of consolidated joint ventures that are pass-through entities. Our past treatment resulted in an overstatement of income tax expense with an identical offset to net income attributable to noncontrolling interests. As a result, income tax expense was overstated and noncontrolling interests in income of consolidated subsidiaries was understated for the three and nine months ended October 1, 2010 by $8.8 million and $23.3 million, respectively. Our effective income tax rate for the three and nine months ended October 1, 2010was overstated by 5.8percentage points and 5.9percentage points, respectively.

This revision had no impact on operating income, income before taxes, net income attributable to URS or earnings per share (“EPS”). There was also no impact on our Condensed ConsolidatedBalance Sheets, or on cash flows from operating, investing or financing activities; however, there were misclassifications that impacted line items within cash flows from operating activities. Similarly, there were misclassifications within our Condensed Consolidated Statements of Comprehensive Income andour Condensed Consolidated Statements of Changes in Stockholders' Equitythat had no impact on previously reported comprehensive income attributable to URS or total stockholders' equity.

We assessed the materiality of this error in accordance with the SEC's Staff Accounting Bulletin 99 and concluded that the previously issued financial statements were not materially misstated. In accordance with the SEC's Staff Accounting Bulletin 108, we have corrected these immaterial errors by revising the previously issued financial statements included in this document.

Accordingly, the condensed consolidated financial statements for the three and nine months ended October 1, 2010 have been revised to correct the immaterial errors described above, and this revision will be presented prospectively in future filings.

The effect of these revisions on the line items within our condensed consolidated financial statements and on the effective tax rates for the three and nine months ended October 1, 2010is as follows:

			Three Months Ended						Nine Months Ended
			October 1, 2010						October 1, 2010
			As Reported		Adjustment		As Revised		As Reported		Adjustment		As Revised
(In millions, except for percentages)
Condensed Consolidated Statements of Operations Data:
Income before income taxes			$	152.7	$	—	$	152.7	$	398.0	$	—	$	398.0
Income tax expense				(64.9)		8.8		(56.1)		(117.3)		23.3		(94.0)
	Net income including noncontrolling interests			87.8		8.8		96.6		280.7		23.3		304.0
Noncontrolling interests in income of consolidated subsidiaries				(17.4)		(8.8)		(26.2)		(52.8)		(23.3)		(76.1)
		Net income attributable to URS	$	70.4	$	—	$	70.4	$	227.9	$	—	$	227.9
Effective income tax rate				42.5%		5.8%		36.7%		29.5%		5.9%		23.6%
Condensed Consolidated Statements of Comprehensive Income Data:
Net income including noncontrolling interests			$	87.8	$	8.8	$	96.6	$	280.7	$	23.3	$	304.0
Comprehensive income			$	110.8	$	8.8	$	119.6	$	300.9	$	23.3	$	324.2
Noncontrolling interests in comprehensive income of consolidated subsidiaries			$	(17.4)	$	(8.8)	$	(26.2)	$	(52.8)	$	(23.3)	$	(76.1)

		Nine Months Ended
		October 1, 2010
		As Reported		Adjustment		As Revised
(In millions)
Condensed Consolidated Statements of Changes in Stockholders' Equity Data:
Distributions to noncontrolling interests		$	(48.4)	$	(23.3)	$	(71.7)
Net income including noncontrolling interests		$	52.8	$	23.3	$	76.1
Condensed Consolidated Statements of Cash Flows Data:
Cash flows from operating activities:
	Net income including noncontrolling interests	$	280.7	$	23.3	$	304.0
	Accounts payable, accrued salaries and employee benefits, and other current liabilities	$	4.4	$	(23.3)	$	(18.9)

Reclassifications

We made reclassifications to the prior year's financial statements to conform them to the current period's presentation. These reclassifications have no effect on our consolidated net assets or net cash flows.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with maturities of 90 days or less at the date of purchase and include interest-bearing bank deposits and money market funds. At September 30, 2011 and December 31, 2010, restricted cash balances were$21.3million and $28.0 million, respectively. These amounts were included in “Other current assets” on our Condensed Consolidated Balance Sheets. For cash held by our consolidated joint ventures, see Note 5, “Joint Ventures.”

XML

STOCKHOLDERS' EQUITY (TABLES)

9 Months Ended

Sep. 30, 2011

Stockholders' equity (Tables) [Abstract]

Schedule of treasury stock by class [Table Text Block]

	Three Months Ended				Nine Months Ended
	September 30,		October 1,		September 30,		October 1,
(In millions, except average price paid per share)	2011		2010		2011		2010
Common stock repurchase shares		—		1.0		3.0		2.0
Average price paid per share	$	—	$	37.04	$	45.58	$	42.73
Common stock repurchase	$	—	$	37.0	$	136.7	$	85.5

Stock-based compensation expenses [Table Text Block]

			Three Months Ended				Nine Months Ended
			September 30,		October 1,		September 30,		October 1,
(In millions)			2011		2010		2011		2010
Stock-based compensation expense:
	Restricted stock awards and units		$	11.5	$	11.4	$	33.7	$	32.0
	Employee stock purchase plan			0.1		0.1		0.3		0.3
		Stock-based compensation expense	$	11.6	$	11.5	$	34.0	$	32.3
Total income tax benefits recognized in our net income related to stock-based compensation expense			$	4.4	$	4.4	$	13.0	$	12.4

Schedule of share-based compensation, restricted stock fair values [Table Text Block]

(In millions)	September 30,		October 1,
	2011		2010
Fair value of shares vested	$	38.0	$	38.2
Grant date fair value of restricted stock awards and units granted	$	41.9	$	42.3

Status of and changes in nonvested restricted stock awards and units [Table Text Block]

		Nine Months Ended
		September 30, 2011
			Weighted-
		Shares	Average Grant
		(in millions)	Date Fair Value
Nonvested at December 31, 2010		2.5	$	42.92
	Granted	1.0	$	42.49
	Vested	(0.9)	$	41.89
	Forfeited	(0.1)	$	43.43
Nonvested at September 30, 2011		2.5	$	43.11

Status and changes of stock options [Table Text Block]

							Weighted-
							Average
					Weighted-		Remaining	Aggregate
		Options			Average		Contractual	Intrinsic Value
		(in millions)			Exercise Price		Term (in years)	(in millions)
Outstanding and exercisable at December 31, 2010			0.6		$	23.38	2.62	$	11.7
	Exercised		(0.1)		$	22.83
	Forfeited/expired/cancelled		—	†	$	18.77
Outstanding and exercisable at September 30, 2011			0.5		$	23.50	2.00	$	3.3

†       Represents fewer than fifty thousand shares.

XML

ACQUISITION

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements [Abstract]

ACQUISITION

NOTE 7. ACQUISITION

On June 1, 2011, we acquired Apptis, for a purchase price of approximately $259 million, net of cash acquired. Apptis provides IT services to the U.S. federal government. The addition of Apptis expands our capabilities in the federal IT market.

Our condensed consolidated financial statements include the operating results of Apptisafter the date of acquisition, which results are included under our Federal Services business. Pro forma results of Apptis have not been presented because the effect of this acquisition is not material to our consolidated financial results.

The following table presents a preliminary allocation of Apptis' identifiable assets acquired and liabilities assumed based on the estimates of their fair values as of the acquisition date. These estimates are subject to revision, which may result in adjustments to the values presented below. We expect to finalize these amounts within 12 months from the acquisition date. We do not expect any adjustments to be material.

Preliminary allocation of purchase price:
							Estimated
(In millions)					Amount		Useful Life
Identifiable assets acquired and liabilities assumed:
	Cash and cash equivalents				$	18
	Trade and other receivables					58
	Other current assets					2
	Property and equipment					10
	Other assets					10
	Identifiable intangible assets:
		Customer relationships, contracts and backlog				60	10 years
		Trade name and other				4	2 - 3 years
			Total amount allocated to identifiable intangible assets			64
	Current liabilities					(67)
	Net deferred tax liabilities					(5)
	Long-term liabilities					(7)
				Total identifiable net assets acquired		83
	Goodwill					194
				Total purchase price	$	277

Intangible assets.  Of the total purchase price, $64 million has been allocated to customer relationships, contracts and backlog, trade name and other. Customer relationships represent existing contracts and the underlying customer relationships and backlog. We amortize the fair values of these assets based on the period over which the economic benefits of the intangible assets are expected to be realized. The Apptis trade name and other intangible assetsare amortized using the straight-line method over their estimated useful lives.From the acquisition date through September 30, 2011, we recorded $2.6million of amortization of intangible assetsrelated to the acquisition of Apptis.For the three months ended September 30, 2011, we recorded $1.9 million of amortization of intangible assets related to this acquisition.

Goodwill.  Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and intangible assets. The factors that contributed to the recognition of goodwill included acquiring a talented workforce, capabilities in the federal IT market, and cost savings opportunities. This acquisition generated $194 million of goodwill, which isincluded in our Federal Services business. Of the total acquired goodwill, approximately $64 million is expected to be tax deductible.

XML

INCOME TAXES

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements [Abstract]

INCOME TAXES

NOTE12. INCOME TAXES

The reconciliation of our income tax expense and effective income tax rates for the ninemonths ended September 30, 2011and October 1, 2010is as follows:

		Nine Months Ended
		September 30, 2011			October 1, 2010 (1)
(In millions, except for percentages)		Amount		Tax Rate	Amount		Tax Rate
					As Revised (2)
U.S. statutory rate applied to income (loss) before taxes		$	(123.5)	35.0%	$	139.3	35.0%
State taxes, net of federal benefit			5.4	(1.5%)		16.0	4.0%
Change in indefinite reinvestment assertion			—	—		(58.2)	(14.6%)
Adjustments to valuation allowances			14.4	(4.1%)		14.4	3.6%
Adjustments related to changing foreign tax credits to deductions			—	—		13.6	3.4%
Foreign income taxed at rates other than 35%			(19.6)	5.6%		(13.7)	(3.4%)
Goodwill impairment			192.9	(54.7%)		—	—
Exclusion of tax on noncontrolling interests			(22.1)	6.3%		(20.3)	(5.1%)
Other adjustments			(2.4)	0.6%		2.9	0.7%
	Total income tax expense	$	45.1	(12.8%)		94.0	23.6%

• The 2010 nine-month period includes a decreaseof $42.1 millionresultingfrom our decision to indefinitely reinvest the earnings of all of our foreign subsidiaries, as part of our strategy to expand our business globally.
• The prior period amounts have been revised as discussed in Note 1, “Business, Basis of Presentation, and Accounting Policies.”

As of September 30, 2011, our federal net operating loss (“NOL”) carryover was approximately $22.2 million. These federal NOL carryovers expire in years 2020 through 2025. In addition to the federal NOL carryovers, there are also state income tax NOL carryovers in various taxing jurisdictions of approximately $370.8 million. These state NOL carryovers expire in years 2011 through 2027. There are also foreign NOL carryovers in various jurisdictions of approximately $441.3million. The majority of the foreign NOL carryovers have no expiration date.At September 30, 2011, the federal, state and foreign NOL carryovers resulted in a deferred tax asset of $121.3 million with a valuation allowance of $105.8 million established against this tax asset. None of the remaining deferred tax assets related to NOL carryovers is individually material. Full recovery of our NOL carryovers will require that the appropriate legal entity generate taxable income in the future at least equal to the amount of the NOL carryovers within the applicable taxing jurisdiction.

As of September 30, 2011, we have remaining tax-deductible goodwill of $336.0 million resulting from acquisitions. The amortization of this goodwill is deductible over various periods ranging up to 12years.The tax deduction for goodwill for 2011is expected to be approximately$89.4 million and is expected to be substantially lower beginning in 2015.

		Nine Months Ended
		September 30, 2011			October 1, 2010 (1)
(In millions, except for percentages)		Amount		Tax Rate	Amount		Tax Rate
					As Revised (2)
U.S. statutory rate applied to income (loss) before taxes		$	(123.5)	35.0%	$	139.3	35.0%
State taxes, net of federal benefit			5.4	(1.5%)		16.0	4.0%
Change in indefinite reinvestment assertion			—	—		(58.2)	(14.6%)
Adjustments to valuation allowances			14.4	(4.1%)		14.4	3.6%
Adjustments related to changing foreign tax credits to deductions			—	—		13.6	3.4%
Foreign income taxed at rates other than 35%			(19.6)	5.6%		(13.7)	(3.4%)
Goodwill impairment			192.9	(54.7%)		—	—
Exclusion of tax on noncontrolling interests			(22.1)	6.3%		(20.3)	(5.1%)
Other adjustments			(2.4)	0.6%		2.9	0.7%
	Total income tax expense	$	45.1	(12.8%)		94.0	23.6%

XML

GOODWILL

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements [Abstract]

GOODWILL

NOTE 8. GOODWILL

Interim Goodwill Impairment Review

We perform our annual goodwill impairment review as of the end of the first month following our September reporting period and also perform interim impairment reviews if triggering events occur. Our 2010 annual review, performed as of October 29, 2010, did not indicate an impairment of goodwill for any of our reporting units. Due to the recent stock market volatilityand declines in our stock price,our market capitalization has been reduced.This circumstance has prompted us to perform an interim goodwill impairment test as of September 30, 2011, and as a result, we recorded a goodwill impairment charge of $798.1 million in this quarter. We will continue to monitor the recoverability of our goodwill.

In accordance with current accounting guidance, we have identified six reporting units for the purpose of conducting our interim goodwill impairment review. In determining our reporting units, we considered (i) whether an operating segment or a component of an operating segment is a business, (ii) whether discrete financial information is available, (iii) whether the financial information is regularly reviewed by management of the operating segment, and (iv) how the operations are managed or how an acquired entity is integrated in the business operations. During our fiscal year 2011, we merged the operations of our previously two reporting units in our Federal Services segment and thus, aggregated them into one reporting unit and concluded that the following are our reporting units:

• The Infrastructure & Environment Operating Segment(the “IE reporting unit”)
• The Federal Services Operating Segment
• Within the Energy & Construction Operating Segment:
• Global Management and Operations Services Group
• Civil Construction and Mining Group
• Industrial/Process Group
• Power Group

The fair value measurement was calculated using unobservable inputs to the discounted cash flow method, which are classified as Level 3 within the fair value hierarchy. To arrive at the cash flow projections used in the calculation of fair values for our goodwill impairment review, we use estimates of economic and market information for the next ten years. The key assumptions we used to estimate the fair values of our reporting units are:

• Discount rates
• Compounded annual revenue growth rates
• Average operating margins, and
• Terminal value capitalization rate (“Capitalization Rate”)

Of the key assumptions, the discount rates and the Capitalization Rate are market-driven. These rates are derived from the use of market data and employment of the Capital Asset Pricing Model. The company-dependent key assumptions are the compounded annual revenue growth rates and the average operating margins and are subject to much greater influence from our actions. The company-dependent key assumptions reflect the influence of other potential assumptions, since the assumptions we identified that affect the projected operating results would ultimately affect either the revenue growth or the profitability (operating margin) of the reporting unit. For example, any adjustment to contract volume and pricing would have a direct impact on revenue growth, and any adjustment to the reporting unit's cost structure or operating leverage would have a direct impact on the profitability of the reporting unit. For the purpose of the income approach, we used discount rates that are commensurate with the risk and uncertainty inherent in the respective reporting units and in our internally-developed forecasts. Actual results may differ from those assumed in our forecasts and changes in assumptions or estimates could materially affect the determination of the fair value of a reporting unit, and therefore could affect the amount of potential impairment.

We validate our estimate of the fair value of each reporting unit under the income approach by comparing the resulting values to fair value estimates using a market approach. A market approach estimates fair value by applying cash flow multiples to the reporting unit's operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units. When performing our interim impairment analysis, we also reconcile the total of the fair values of our reporting units with our market capitalization to determine if the sum of the individual fair values is reasonable compared to the external market indicators. If our reconciliation indicates a significant difference between our external market capitalization and the fair values of our reporting units, we review and adjust, if appropriate, our weighted-average cost of capital and consider if the implied control premium is reasonable in light of current market conditions.

Inherent in our development of the present value of future cash flow projections are assumptions and estimates derived from a review of our expected revenue growth rates, profit margins, business plans, cost of capital and tax rates. We also make assumptions about future market conditions, market prices, interest rates, and changes in business strategies. Changes in our assumptions or estimates could materially affect the determination of the fair value of a reporting unit and, therefore, could eliminate the excess of fair value over the carrying value of a reporting unit entirely and, in some cases, could result in impairment. Such changes in assumptions could be caused by a loss of one or more significant contracts, reductions in government and/or private industry spending, or a decline in the demand of our services due to changing economic conditions. Given the contractual nature of our business, if we are unable to win or renew contracts; unable to estimate and control our contract costs; fail to adequately perform to our clients' expectations; fail to procure third-party subcontractors, heavy equipment and materials; or fail to adequately secure funding for our projects, our profits, revenues and growth over the long-term would decline and such a decline could significantly affect the fair value assessment of our reporting units and cause our goodwill to become impaired.

Goodwill was allocated to the reporting units based upon the respective fair values of the reporting units at the time of the various acquisitions that gave rise to the recognition of goodwill.

We recorded goodwill impairment charges in five of our reporting units totaling $798.1 million ($699.3 million after tax) during the quarter ended September 30, 2011. This non-cash charge reduces goodwill recorded in connection with previous acquisitions and does not impact our overall business operations.

The goodwill balance of our IE reporting unit as of September 30, 2011 was $759.0 million. Based on a preliminarygoodwill impairment analysis performed as of September 30, 2011, its fair value was $1,414.0 million, which is 5% above its carrying value of $1,344.7 million. As the estimated fair value of the reporting unit was in excess of its book value, it was not necessary to perform the second step of the goodwill impairment test. Declines in our stock price or in the values of other market participants in the construction and engineering industry could result in future impairment chargesto our IE reporting unit or any of our reporting units.

The $798.1 million pre-tax charge was estimated based on a preliminary goodwill impairment analysis as of September 30, 2011. The second step of the impairment test will be completed during the fourth quarter of 2011. Once completed, there may be a material adjustment to the goodwill impairment charge recorded on our Condensed Consolidated Statements of Operations.

The following table presents the preliminary results of our goodwill impairment testas of September 30, 2011.

(In millions)			Goodwill Balance as of September 30, 2011 Before the Goodwill Impairment Charge		Goodwill Impairment		Goodwill Balance as of September 30, 2011 After the Goodwill Impairment Charge
Federal Services Operating Segment			$	1,048.6	$	(367.4)	$	681.2
Within the Energy & Construction Operating Segment:
	Global Management and Operations Services Group		$	565.4	$	(184.2)	$	381.2
	Civil Construction & Mining Group			293.9		(67.1)		226.8
	Industrial/Process Group			189.4		(74.1)		115.3
	Power Group			735.1		(105.3)		629.8
		Total	$	1,783.8	$	(430.7)	$	1,353.1

XML

BILLINGS IN EXCESS OF COSTS AND ACCRUED EARNINGS ON CONTRACTS (TABLES)

9 Months Ended

Sep. 30, 2011

Components Of Billings In Excess Of Cost And Accrued Earnings On Contracts [Abstract]

Billings in excess of cost [Table Text Block]

		September 30,		December 31,
(In millions)		2011		2010
Billings in excess of costs and accrued earnings on contracts		$	220.3	$	167.8
Advance payments negotiated as a contract condition			39.4		57.9
Project-related legal liabilities and other project-related reserves			36.2		22.5
Estimated losses on uncompleted contracts			24.7		27.4
Normal profit liabilities			14.9		0.2
	Total	$	335.5	$	275.8

XML

PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements [Abstract]

PROPERTY AND EQUIPMENT

NOTE 6. PROPERTY AND EQUIPMENT

Our property and equipment consisted of the following:

		September 30,		December 31,
(In millions)		2011		2010
Computer software		$	183.2	$	174.8
Computer hardware			163.4		148.8
Construction and mining equipment			117.2		119.5
Leasehold improvements			109.5		74.6
Furniture and fixtures			92.6		67.0
Other equipment			80.4		98.0
Land and buildings			9.1		9.4
Construction in progress			0.4		3.8
			755.8		695.9
Accumulated depreciation and amortization			(477.1)		(429.8)
	Property and equipment at cost, net (1)	$	278.7	$	266.1

• The unamortized computer software costs were $62.1 million and $68.4 million, respectively, as of September 30, 2011 and December 31, 2010.

Our depreciation and amortization expense related to property and equipment was $20.5million and $19.4million for the three months ended September 30, 2011 and October 1, 2010, respectively, and $61.3million and $59.0million for the nine months ended September 30, 2011 and October 1, 2010, respectively.

XML

SEGMENT AND RELATED INFORMATION (DETAILS 2) (USD $) In Millions	3 Months Ended				9 Months Ended
	Sep. 30, 2011		Oct. 01, 2010		Sep. 30, 2011		Oct. 01, 2010
Segment reporting other significant reconciling item [Line Items]
Contribution	$ 153.4	[1]	$ 150.6	[1]	$ 406.6	[1]	$ 387.2	[1]
Goodwill impairment	(798.1)				(798.1)
Noncontrolling interests	37.3		26.2		96.1		76.1
Amortization of intangible assets	(11.0)		(11.7)		(33.0)		(34.0)
Other miscellaneous and unallocated expenses	(1.8)		(2.9)		(9.2)		(7.4)
Operating income (loss)	(620.2)	[2]	162.2	[2]	(337.6)	[2]	421.9	[2]
Infrastructure and Environment [Member]
Segment reporting other significant reconciling item [Line Items]
Contribution	63.9	[1]	71.5	[1]	182.3	[1]	182.0	[1]
Noncontrolling interests	0.3		(0.6)		(0.5)		2.1
Amortization of intangible assets			(0.7)				(0.9)
Stock-based compensation expense	(3.6)		(3.8)		(10.1)		(10.8)
Other miscellaneous and unallocated expenses	0.1				(1.1)		(0.1)
Operating income (loss)	60.7	[3]	66.4	[3]	170.6	[3]	172.3	[3]
Federal Services [Member]
Segment reporting other significant reconciling item [Line Items]
Contribution	66.0	[1],[4]	56.0	[1],[4]	158.4	[1],[4]	142.0	[1],[4]
Goodwill impairment	(367.4)				(367.4)
Amortization of intangible assets	(4.0)		(4.0)		(11.9)		(11.9)
Stock-based compensation expense	(1.6)		(1.5)		(4.4)		(4.1)
Other miscellaneous and unallocated expenses	(0.1)				(0.2)		(2.2)
Operating income (loss)	(307.1)	[2],[4]	50.5	[2],[4]	(225.5)	[2],[4]	123.8	[2],[4]
Energy and Construction [Member]
Segment reporting other significant reconciling item [Line Items]
Contribution	51.0	[1]	53.4	[1]	152.7	[1]	145.1	[1]
Goodwill impairment	(430.7)				(430.7)
Noncontrolling interests	37.0		26.8		96.6		74.0
Amortization of intangible assets	(7.0)		(7.0)		(21.1)		(21.2)
Stock-based compensation expense	(3.9)		(3.5)		(11.0)		(9.7)
Other miscellaneous and unallocated expenses	(1.7)		(2.9)		(9.3)		(7.5)
Operating income (loss)	(355.3)	[2]	66.8	[2]	(222.8)	[2]	180.7	[2]
Corporate [Member]
Segment reporting other significant reconciling item [Line Items]
Contribution	(27.5)	[1],[5]	(30.3)	[1],[5]	(86.8)	[1],[5]	(81.9)	[1],[5]
Stock-based compensation expense	9.1		8.8		25.5		24.6
Other miscellaneous and unallocated expenses	(0.1)				1.4		2.4
Operating income (loss)	$ (18.5)	[5]	$ (21.5)	[5]	$ (59.9)	[5]	$ (54.9)	[5]

[1] We are providing information regarding segment contribution because management uses this information to assess performance and make decisions about resource allocation. We define segment contribution as total segment operating income minus noncontrolling interests attributable to that segment, but before allocation of various segment expenses, including stock compensation expenses, amortization of some, but not all, intangible assets, goodwill impairment, and other miscellaneous unallocated expenses. Segment operating income represents net income before reductions for income taxes, noncontrolling interests and interest expense.

[2] During the quarter ended September 30, 2011, we recorded a goodwill impairment charge of $798.1 million. See Note 8, “Goodwill” for more information. The operating results of our acquisition of the Scott Wilson Group plc (“Scott Wilson”) were included in the three and nine months ended September 30, 2011, but partially included in the three and nine months ended October 1, 2010, as we completed the acquisition in September 2010.

[3] The operating results of our acquisition of the Scott Wilson Group plc (“Scott Wilson”) were included in the three and nine months ended September 30, 2011, but partially included in the three and nine months ended October 1, 2010, as we completed the acquisition in September 2010.

[4] The operating results of Apptis were included in the three months and partially included in the nine months ended September 30, 2011, but not in the three and nine months ended October 1, 2010, as we completed the acquisition in June 2011.

[5] General and administrative expenses represent expenses related to corporate functions.

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) In Millions	Total	Common Stock [Member]	Treasury Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Total URS Stockholders' Equity	Noncontrolling Interests
Beginning Balances at Jan. 01, 2010	$ 3,950.5	$ 0.9	$ (83.8)	$ 2,884.9	$ (49.2)	$ 1,153.1	$ 3,905.9	$ 44.6
Beginning Balances (in shares) at Jan. 01, 2010		84.0
Employee stock purchases and exercises of stock options	6.5			6.5			6.5
Employee stock purchases and exercises of stock options (in shares)		0.2
Stock repurchased in connection with exercises of stock options and vesting of restricted stock awards	(16.2)			(16.2)			(16.2)
Stock repurchased in connection with exercises of stock options and vesting of restricted stock awards (in shares)		(0.3)
Stock-based compensation	32.3			32.3			32.3
Stock-based compensation (in shares)		0.9
Excess tax benefits from stock-based compensation	3.4			3.4			3.4
Foreign currency translation adjustments	15.2				15.2		15.2
Pension and post-retirement related adjustments, net of tax	1.9				1.9		1.9
Interest rate swap, net of tax	3.1				3.1		3.1
Repurchases of common stock	(85.5)		(85.5)				(85.5)
Repurchases of common stock (in shares)		(2.0)
Newly consolidated joint ventures	41.0							41.0
Distributions to noncontrolling interests	(71.7)							(71.7)
Contributions and advances from noncontrolling interests	7.6							7.6
Other transactions with noncontrolling interests	(1.2)							(1.2)
Net income (loss) including noncontrolling interests	304.0					227.9	227.9	76.1
Ending Balances at Oct. 01, 2010	4,190.9	0.9	(169.3)	2,910.9	(29.0)	1,381.0	4,094.5	96.4
Ending Balances (in shares) at Oct. 01, 2010		82.8
Beginning Balances at Dec. 31, 2010	4,201.0	0.9	(212.1)	2,924.3	(36.9)	1,441.0	4,117.2	83.8
Beginning Balances (in shares) at Dec. 31, 2010	81.9	81.9
Employee stock purchases and exercises of stock options	6.6			6.6			6.6
Employee stock purchases and exercises of stock options (in shares)		0.2
Stock repurchased in connection with exercises of stock options and vesting of restricted stock awards	(14.2)			(14.2)			(14.2)
Stock repurchased in connection with exercises of stock options and vesting of restricted stock awards (in shares)		(0.3)
Stock-based compensation	34.0			34.0			34.0
Stock-based compensation (in shares)		0.9
Excess tax benefits from stock-based compensation	0.8			0.8			0.8
Foreign currency translation adjustments	(3.2)				(3.2)		(3.2)
Pension and post-retirement related adjustments, net of tax	1.8				1.8		1.8
Repurchases of common stock	(136.7)		(136.7)				(136.7)
Repurchases of common stock (in shares)		(3.0)
Distributions to noncontrolling interests	(77.5)							(77.5)
Contributions and advances from noncontrolling interests	6.0							6.0
Other transactions with noncontrolling interests	0.1							0.1
Net income (loss) including noncontrolling interests	(398.0)					(494.1)	(494.1)	96.1
Ending Balances at Sep. 30, 2011	$ 3,620.7	$ 0.9	$ (348.8)	$ 2,951.5	$ (38.3)	$ 946.9	$ 3,512.2	$ 108.5
Ending Balances (in shares) at Sep. 30, 2011	79.7	79.7

XML

ADOPTED AND OTHER RECENTLY ISSUED STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements [Abstract]

ADOPTED AND OTHER RECENTLY ISSUED STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS

NOTE 2. ADOPTED AND OTHER RECENTLY ISSUED STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS

An accounting standard update related to new disclosures about fair value measurements was issued. Part of the standard was effective for us in the first quarter of our 2010 fiscal year. Theadditional requirement to reconcile recurring Level 3 measurements, including purchases, sales, issuances and settlements on a gross basis, became effective for us beginning with the first quarter of our 2011 fiscal year. The adoption of the final part of the standard did not have a material impact on our condensed consolidated financial statements.

An accounting standard update regarding fair value measurement was issued to conform the definition of fair value and common requirements for measurement of and disclosure about fair value underU.S. GAAP and International Financial Reporting Standards. The amended standard also clarifies the application of existing fair value measurement requirements and expands the disclosure requirements for fair value measurements that are estimated using significant unobservable Level 3 inputs. The standard update is effective for us beginning with our first interim period of fiscal year 2012. We do not expect the adoption of the standard to have a material impact on our condensed consolidated financial statements.

An accounting standard update related to the way companies test for impairment of goodwill was issued. Pursuant to this accounting update, goodwill of the reporting unit is not impaired if the carrying amount of a reporting unit is greater than zero and its fair value exceeds its carrying amount. In that event, the second step of the impairment test is not required. However, if the carrying amount of a reporting unit is zero or negative, the second step of the impairment test is required to be performed to measure the amount of impairment loss, if any, when it is more likely than not that goodwill impairment exists. In considering whether it is more likely than not that goodwill impairment exists, a company must evaluate whether there are qualitative factors that could adversely affect goodwill. Consistent with the prior requirements, this test must be performed annually or, if an event occurs or circumstances exist that indicate that it is more likely than not that goodwill impairment exists, in the interim. This standard became effective for us beginning in the first quarter of our 2011 fiscal year. The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

An accounting standard update related to goodwill impairment testing was issued. The update gives companies the option to perform a qualitative assessment to first assess whether the fair value of a reporting unit is less than its carrying amount. If an entity determines it is more likely than not that the fair value of the reporting unit is more than its carrying amount, then performing the two-step impairment test is unnecessary. The update will become effective for us beginning withour first interim period of fiscal year 2012, but early adoption is allowed. We have not determined when we will adopt this accounting standard; however, we do not expect the adoption of the standard to have a material impact on our condensed consolidated financial statements.

An accounting standard related to the presentation of other comprehensive income was issued to increase the prominence of items reported in other comprehensive income. The amended standard requires the components of net income and the components of other comprehensive income to be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements and other disclosures. This standard will become effective for us beginning with the first quarter of fiscal year 2012; however, early adoption is permitted. We have partially adopted the standard and will adopt it fully no later than the first quarter of our 2012 fiscal year. As this accounting standard only requires enhanced disclosure, the adoption of this standard will not significantly impact our condensed consolidated financial statements.

An accounting standard update was issued related to disclosure requirements for multiemployer pension plans and multiemployer plans that provide postretirement benefits other than pensions. The update requiresemployers participating in either of these types of plans, if they are significant plans, to provide additional quantitative and qualitative disclosures on an annual basis with more detailed information regarding an employer's involvement in the plans, financial health of the plans and the nature of the employer commitments to the plan. This standard will become effective for us for the fiscal year ending December 30, 2011. This update affects only disclosures, not accounting. Therefore, we do not expect any impact on our consolidated financial statements from the adoption of this guidance.

XML

JOINT VENTURES (DETAILS) (USD $) In Millions	3 Months Ended				9 Months Ended
	Sep. 30, 2011		Oct. 01, 2010		Sep. 30, 2011		Oct. 01, 2010		Dec. 31, 2010	Jan. 01, 2010
Joint ventures (Textuals) [Abstract]
Unconsolidated VIEs, Distributions	$ 47.0		$ 35.5		$ 88.4		$ 70.5
Example of the joint venture activities					The following are examples of activities currently being performed by our significant consolidated and unconsolidated joint ventures: Engineering, procurement and construction of a concrete dam; Liquid waste management services, including the decontamination of a former nuclear fuel reprocessing facility and nuclear hazardous waste processing; Management of ongoing tank cleanup effort, including retrieving, treating, storing and disposing of nuclear waste that is stored at tank farms; Management and operation services, including commercial operations, decontamination, decommissioning, and waste management of a nuclear facility in the United Kingdom (“U.K.”); and Procurement and construction of levee improvements.
Review of our joint ventures					We perform a quarterly review of our joint ventures to determine whether there were any changes in the status of the VIEs or changes to the primary beneficiary designation of each VIE. We determined that no such changes occurred during the nine months ended September 30, 2011.
Maximum loss exposure that can not be quantified					Maximum Exposure to Loss In addition to potential losses arising from the carrying values of the assets and liabilities of our unconsolidated joint ventures, our maximum exposure to loss also includes performance assurances and guarantees we sometimes provide to clients on behalf of joint ventures that we do not directly control. We enter into these guarantees primarily to support the contractual obligations associated with the joint ventures’ projects. The potential payment amount of an outstanding performance guarantee is typically the remaining cost of work to be performed by or on behalf of third parties under engineering and construction contracts. However, the nature of these costs are such that we are not able to estimate amounts that may be required to be paid in excess of estimated costs to complete contracts and, accordingly, the exposure to loss as a result of these performance guarantees cannot be calculated.
Consolidated Joint Ventures [Abstract]
Cash and cash equivalents	427.1		556.5		427.1		556.5		573.8	720.6
Net accounts receivable	2,402.2				2,402.2				2,217.1
Other current assets	149.1				149.1				134.8
Accounts and subcontractors payable	673.0				673.0				673.9
Billings in excess of costs and accrued earnings on contracts	335.5				335.5				275.8
Accrued expenses and other	180.6				180.6				213.3
Total URS equity	3,512.2				3,512.2				4,117.2
Noncontrolling interests	108.5				108.5				83.8
Unconsolidated Joint Ventures [Abstract]
Current assets	3,059.9				3,059.9				3,009.0
Current liabilities	1,833.9				1,833.9				1,665.1
Revenues	2,471.7		2,340.1		7,151.8		6,796.9
Cost of revenues	(2,300.1)		(2,136.5)		(6,731.2)		(6,345.0)
Net income	(623.1)		70.4		(494.1)		227.9
Consolidated Joint Ventures [Member]
Consolidated Joint Ventures [Abstract]
Cash and cash equivalents	115.0				115.0				85.6
Net accounts receivable	389.6				389.6				322.1
Other current assets	0.5				0.5				1.1
Non-current assets	38.7				38.7				36.2
Total assets	543.8				543.8				445.0
Accounts and subcontractors payable	198.9				198.9				214.8
Billings in excess of costs and accrued earnings on contracts	37.7				37.7				7.5
Accrued expenses and other	43.2				43.2				34.9
Non-current liabilities	14.4				14.4				3.2
Total liabilities	294.2				294.2				260.4
Total URS equity	141.0				141.0				100.8
Noncontrolling interests	108.6				108.6				83.8
Total owners' equity	249.6				249.6				184.6
Total liabilities and owners' equity	543.8				543.8				445.0
Unconsolidated Joint Ventures [Abstract]
Revenues	485.9		471.7		1,400.0		1,300.0
Unconsolidated VIEs [Member]
Consolidated Joint Ventures [Abstract]
Non-current assets	5.4				5.4				7.0
Non-current liabilities	2.0				2.0				0.1
Unconsolidated Joint Ventures [Abstract]
Current assets	435.7				435.7				423.6
Current liabilities	248.1				248.1				340.5
Revenues	307.9	[1]	296.5	[1],[2]	975.9	[1]	943.7	[1],[2]
Cost of revenues	(236.5)	[1]	(309.4)	[1],[2]	(746.5)	[1]	(842.8)	[1],[2]
Income from continuing operations before tax	71.4	[1]	(12.9)	[1],[2]	229.4	[1]	100.9	[1],[2]
Net income	66.8	[1]	(16.0)	[1],[2]	212.2	[1]	92.3	[1],[2]
Asset impairment charge for an unconsolidated joint venture							$ 25.0

[1] Income from unconsolidated U.S. joint ventures is generally not taxable in most tax jurisdictions in the U.S. The tax expenses on our other unconsolidated joint ventures are primarily related to foreign taxes.

[2] In October 2010, we received notice of a ruling on the priority of claims against a bankrupt client made by one of our unconsolidated joint ventures related to the SR-125 road project in California. The judge ruled against our joint venture’s position, finding that its mechanic’s lien did not have priority over the senior lenders. As a result of the court’s decision, we recorded a pre-tax non-cash asset impairment charge of $25.0 million in the third quarter of 2010.

XML

INDEBTEDNESS (TABLES)

9 Months Ended

Sep. 30, 2011

Debt disclosure [Abstract]

Schedule of debt [Table Text Block]

		September 30,		December 31,
(In millions)		2011		2010
Bank term loans, net of debt issuance costs		$	622.0	$	619.6
Revolving line of credit			50.0		—
Obligations under capital leases			18.9		19.4
Notes payable, Loan Notes, and foreign credit lines			70.8		62.8
	Total indebtedness		761.7		701.8
Less:
Current portion of long-term debt			70.9		60.5
	Long-term debt	$	690.8	$	641.3

Subsequent Event - 2011 Credit Facility Executed October 19, 2011 [Abstract]

Schedule of maturities of long-term debt under 2011 Credit Facility [Table Text Block]

(In millions)		Loans Outstanding under our 2011 Credit Facility
First year		$	—
Second year			35.0
Third year			52.5
Fourth year			70.0
Fifth year			542.5
	Total	$	700.0

XML

SEGMENT AND RELATED INFORMATION (DETAILS) (USD $) In Millions, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2011		Oct. 01, 2010		Sep. 30, 2011		Oct. 01, 2010		Dec. 31, 2010
Segment additional assets information [Abstract]
Investments in and advances to unconsolidated joint ventures	$ 94.8				$ 94.8				$ 65.5
Property and equipment at cost, net	278.7	[1]			278.7	[1]			266.1	[1]
Total assets	6,936.1				6,936.1				7,351.4
Segment additional income statement information [Abstract]
Revenues	2,471.7		2,340.1		7,151.8		6,796.9
Equity in income (loss) of unconsolidated joint ventures	24.8		(12.4)		100.8		36.5
Contribution	153.4	[2]	150.6	[2]	406.6	[2]	387.2	[2]
Operating income (loss)	(620.2)	[3]	162.2	[3]	(337.6)	[3]	421.9	[3]
Depreciation and amortization	36.8		31.1		105.7		93.0
Goodwill impairment	798.1				798.1
Segment reporting disclosure (Textuals) [Abstract]
Description of reportable segments					We operate our business through the following three segments: Infrastructure & Environment business provides program management, planning, design, engineering, construction and construction management, operations and maintenance, and decommissioning and closure services to the U.S. federal government, state and local government agencies, and private sector clients in the U.S. and internationally. Federal Services business provides services to various U.S. federal government agencies, primarily the Department of Defense. These services include program management, planning, design and engineering, systems engineering and technical assistance, construction and construction management, operations and maintenance, IT services, and decommissioning and closure. The results for Apptis, which we acquired on June 1, 2011, are reported under the Federal Services business. Energy & Construction business provides program management, planning, design, engineering, construction and construction management, operations and maintenance, and decommissioning and closure services to the U.S. federal government, state and local government agencies, and private sector clients in the U.S. and internationally.
Infrastructure and Environment [Member]
Segment additional assets information [Abstract]
Investments in and advances to unconsolidated joint ventures	4.9				4.9				3.8
Property and equipment at cost, net	148.5				148.5				136.1
Total assets	2,328.4				2,328.4				2,272.3
Segment additional income statement information [Abstract]
Revenues	950.8	[4]	818.2	[4]	2,790.2	[4]	2,344.4	[4]
Equity in income (loss) of unconsolidated joint ventures	0.4	[4]	0.6	[4]	2.5	[4]	2.2	[4]
Contribution	63.9	[2]	71.5	[2]	182.3	[2]	182.0	[2]
Operating income (loss)	60.7	[4]	66.4	[4]	170.6	[4]	172.3	[4]
Depreciation and amortization	13.9	[4]	10.0	[4]	40.4	[4]	27.3	[4]
Infrastructure and Environment [Member] | US Army [Member]
Segment reporting disclosure of entity's reportable segments revenues by major customers [Abstract]
Revenues	35.8	[5]	45.7	[5]	108.3	[5]	125.0	[5]
Infrastructure and Environment [Member] | DOE [Member]
Segment reporting disclosure of entity's reportable segments revenues by major customers [Abstract]
Revenues	1.2		1.5		4.6		3.9
Federal Services [Member]
Segment additional assets information [Abstract]
Investments in and advances to unconsolidated joint ventures	3.6				3.6				4.8
Property and equipment at cost, net	38.8				38.8				30.4
Total assets	1,524.1				1,524.1				1,488.7
Segment additional income statement information [Abstract]
Revenues	718.7	[6]	645.2	[6]	1,968.5	[6]	1,934.8	[6]
Equity in income (loss) of unconsolidated joint ventures	1.5	[6]	1.5	[6]	4.6	[6]	4.3	[6]
Contribution	66.0	[2],[6]	56.0	[2],[6]	158.4	[2],[6]	142.0	[2],[6]
Operating income (loss)	(307.1)	[3],[6]	50.5	[3],[6]	(225.5)	[3],[6]	123.8	[3],[6]
Depreciation and amortization	7.9	[6]	5.5	[6]	19.2	[6]	16.3	[6]
Goodwill impairment	367.4				367.4
Federal Services [Member] | US Army [Member]
Segment reporting disclosure of entity's reportable segments revenues by major customers [Abstract]
Revenues	345.3	[5]	345.0	[5]	995.6	[5]	1,042.0	[5]
Federal Services [Member] | DOE [Member]
Segment reporting disclosure of entity's reportable segments revenues by major customers [Abstract]
Revenues	9.5		2.2		18.7		11.4
Energy and Construction [Member]
Segment additional assets information [Abstract]
Investments in and advances to unconsolidated joint ventures	86.3				86.3				56.9
Property and equipment at cost, net	71.3				71.3				83.3
Total assets	3,018.6				3,018.6				3,424.6
Segment additional income statement information [Abstract]
Revenues	844.6		898.6		2,521.4		2,566.2
Equity in income (loss) of unconsolidated joint ventures	22.9	[7]	(14.5)	[7]	93.7	[7]	30.0	[7]
Contribution	51.0	[2]	53.4	[2]	152.7	[2]	145.1	[2]
Operating income (loss)	(355.3)	[3]	66.8	[3]	(222.8)	[3]	180.7	[3]
Depreciation and amortization	13.6		13.8		41.2		43.9
Goodwill impairment	430.7				430.7
Energy and Construction [Member] | US Army [Member]
Segment reporting disclosure of entity's reportable segments revenues by major customers [Abstract]
Revenues	43.6	[5]	92.1	[5]	162.9	[5]	269.0	[5]
Energy and Construction [Member] | DOE [Member]
Segment reporting disclosure of entity's reportable segments revenues by major customers [Abstract]
Revenues	359.0		337.4		985.9		864.5
Corporate [Member]
Segment additional assets information [Abstract]
Property and equipment at cost, net	20.1				20.1				16.3
Total assets	5,173.3				5,173.3				5,589.7
Segment additional income statement information [Abstract]
Contribution	(27.5)	[2],[8]	(30.3)	[2],[8]	(86.8)	[2],[8]	(81.9)	[2],[8]
Operating income (loss)	(18.5)	[8]	(21.5)	[8]	(59.9)	[8]	(54.9)	[8]
Depreciation and amortization	1.4		1.8		4.9		5.5
Inter-segment Eliminations and Other [Member]
Segment additional assets information [Abstract]
Total assets	(5,108.3)				(5,108.3)				(5,423.9)
Segment additional income statement information [Abstract]
Revenues	(42.4)		(21.9)		(128.3)		(48.5)
US Army [Member]
Segment reporting disclosure of entity's reportable segments revenues by major customers [Abstract]
Percentage of revenues from major customers	17.00%		21.00%		18.00%		21.00%
Revenues	424.7	[5]	482.8	[5]	1,266.8	[5]	1,436.0	[5]
DOE [Member]
Segment reporting disclosure of entity's reportable segments revenues by major customers [Abstract]
Percentage of revenues from major customers	15.00%		15.00%		14.00%		13.00%
Revenues	$ 369.7		$ 341.1		$ 1,009.2		$ 879.8
Federal Market Sector [Member]
Segment reporting disclosure of entity's reportable segments revenues by major customers [Abstract]
Percentage of revenues from major customers	51.00%		50.00%		49.00%		49.00%

[1] The unamortized computer software costs were $62.1 million and $68.4 million, respectively, as of September 30, 2011 and December 31, 2010.

[2] We are providing information regarding segment contribution because management uses this information to assess performance and make decisions about resource allocation. We define segment contribution as total segment operating income minus noncontrolling interests attributable to that segment, but before allocation of various segment expenses, including stock compensation expenses, amortization of some, but not all, intangible assets, goodwill impairment, and other miscellaneous unallocated expenses. Segment operating income represents net income before reductions for income taxes, noncontrolling interests and interest expense.

[3] During the quarter ended September 30, 2011, we recorded a goodwill impairment charge of $798.1 million. See Note 8, “Goodwill” for more information. The operating results of our acquisition of the Scott Wilson Group plc (“Scott Wilson”) were included in the three and nine months ended September 30, 2011, but partially included in the three and nine months ended October 1, 2010, as we completed the acquisition in September 2010.

[4] The operating results of our acquisition of the Scott Wilson Group plc (“Scott Wilson”) were included in the three and nine months ended September 30, 2011, but partially included in the three and nine months ended October 1, 2010, as we completed the acquisition in September 2010.

[5] The U.S. Army includes U.S. Army Corps of Engineers.

[6] The operating results of Apptis were included in the three months and partially included in the nine months ended September 30, 2011, but not in the three and nine months ended October 1, 2010, as we completed the acquisition in June 2011.

[7] In October 2010, we received notice of a ruling on the priority of claims against a bankrupt client made by one of our unconsolidated joint ventures related to the SR-125 road project in California. The judge ruled against our joint venture’s position, finding that its mechanic’s lien did not have priority over the senior lenders. As a result of the court’s decision, we recorded a pre-tax non-cash asset impairment charge of $25.0 million in the third quarter of 2010.

[8] General and administrative expenses represent expenses related to corporate functions.

XML

EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements [Abstract]

EARNINGS PER SHARE

NOTE 3. EARNINGS PER SHARE

In our computation of diluted EPS, we exclude the potential shares related to stock options that are issued and unexercised where the exercise price exceeds the average market price of our common stock during the period. Since werecorded an estimated goodwill impairment charge of $798.1million during the three months ended September 30, 2011, which resulted in net losses for both the three and ninemonths ended September 30, 2011, no dilution was applied to our basic weighted-average shares outstanding for those periods, as all potential shares were anti-dilutive.We also exclude nonvested restricted stock awards and units that have an anti-dilutive effect on EPS or that currently have not met performance conditions.

The following table summarizes the components of weighted-average common shares outstanding for both basic and diluted EPS:

	Three Months Ended		Nine Months Ended
	September 30,	October 1,	September 30,	October 1,
(In millions)	2011	2010	2011	2010
Weighted-average common stock shares outstanding – Basic (1)	77.4	81.1	77.7	81.2
Effect of dilutive stock options, restricted stock awards and units and employee stock purchase plan shares	—	0.2	—	0.4
Weighted-average common stock outstanding – Diluted	77.4	81.3	77.7	81.6

• Weighted-average common stock outstanding is net of treasury stock.

	September 30,	October 1,
(In millions)	2011	2010
Anti-dilutive equity awards not included above	1.7	0.9

XML

ACQUISITION (DETAILS) (USD $) In Millions	9 Months Ended		3 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2011	Oct. 01, 2010	Sep. 30, 2011 Apptis acquisition [Member]	Jun. 01, 2011 Apptis acquisition [Member]	Sep. 30, 2011 Apptis acquisition [Member]
Business acquisition [Line Items]
Date of acquisition				2011-06-1
Description of acquired entity					Apptis provides IT services to the U.S. federal government.
Cash paid to acquire entity				$ 259.0
Preliminary purchase price allocation [Abstract]
Cash and cash equivalents				18.0
Trade and other receivables				58.0
Other current assets				2.0
Property and equipment				10.0
Other assets				10.0
Customer relationships, contracts and backlog				60.0
Trade name and other				4.0
Total amount allocated to identifiable intangible assets				64.0
Current liabilities				(67.0)
Net deferred tax liabilities				(5.0)
Long-term liabilities				(7.0)
Total identifiable net assets acquired				83.0
Goodwill				194.0
Total purchase price				277.0
Estimated useful life - customer relationships, contracts and backlog				10 years
Estimated useful life - trade name and other				2 - 3 years
Tax-deductible portion of acquired goodwill	336.0			64.0
Amortization of intangible assets	$ 44.4	$ 34.0	$ 1.9		$ 2.6

XML

PROPERTY AND EQUIPMENT (TABLES)

9 Months Ended

Sep. 30, 2011

Property plant and equipment [Abstract]

Property plant and equipment [Table Text Block]

		September 30,		December 31,
(In millions)		2011		2010
Computer software		$	183.2	$	174.8
Computer hardware			163.4		148.8
Construction and mining equipment			117.2		119.5
Leasehold improvements			109.5		74.6
Furniture and fixtures			92.6		67.0
Other equipment			80.4		98.0
Land and buildings			9.1		9.4
Construction in progress			0.4		3.8
			755.8		695.9
Accumulated depreciation and amortization			(477.1)		(429.8)
	Property and equipment at cost, net (1)	$	278.7	$	266.1

• The unamortized computer software costs were $62.1 million and $68.4 million, respectively, as of September 30, 2011 and December 31, 2010.

XML

INCOME TAXES (TABLES)

9 Months Ended

Sep. 30, 2011

Effective income tax rate continuing operations tax rate reconciliation [Abstract]

Schedule of effective income tax rate reconciliation [Table Text Block]

		Nine Months Ended
		September 30, 2011			October 1, 2010 (1)
(In millions, except for percentages)		Amount		Tax Rate	Amount		Tax Rate
					As Revised (2)
U.S. statutory rate applied to income (loss) before taxes		$	(123.5)	35.0%	$	139.3	35.0%
State taxes, net of federal benefit			5.4	(1.5%)		16.0	4.0%
Change in indefinite reinvestment assertion			—	—		(58.2)	(14.6%)
Adjustments to valuation allowances			14.4	(4.1%)		14.4	3.6%
Adjustments related to changing foreign tax credits to deductions			—	—		13.6	3.4%
Foreign income taxed at rates other than 35%			(19.6)	5.6%		(13.7)	(3.4%)
Goodwill impairment			192.9	(54.7%)		—	—
Exclusion of tax on noncontrolling interests			(22.1)	6.3%		(20.3)	(5.1%)
Other adjustments			(2.4)	0.6%		2.9	0.7%
	Total income tax expense	$	45.1	(12.8%)		94.0	23.6%

• The 2010 nine-month period includes a decreaseof $42.1 millionresultingfrom our decision to indefinitely reinvest the earnings of all of our foreign subsidiaries, as part of our strategy to expand our business globally.
• The prior period amounts have been revised as discussed in Note 1, “Business, Basis of Presentation, and Accounting Policies.”

XML

PROPERTY AND EQUIPMENT (DETAILS) (USD $) In Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2011		Oct. 01, 2010	Sep. 30, 2011		Oct. 01, 2010	Dec. 31, 2010
Depreciation and amortization expense related to property and equipment (Textuals) [Abstract]
Unamortized computer software costs	$ 62.1			$ 62.1			$ 68.4
Depreciation and amortization	20.5		19.4	61.3		59.0
Property plant and equipment [Line Items]
Property plant and equipment, gross	755.8			755.8			695.9
Accumulated depreciation and amortization	(477.1)			(477.1)			(429.8)
Property and equipment at cost, net	278.7	[1]		278.7	[1]		266.1	[1]
Computer software [Member]
Property plant and equipment [Line Items]
Property plant and equipment, gross	183.2			183.2			174.8
Computer hardware [Member]
Property plant and equipment [Line Items]
Property plant and equipment, gross	163.4			163.4			148.8
Construction and mining equipment [Member]
Property plant and equipment [Line Items]
Property plant and equipment, gross	117.2			117.2			119.5
Leasehold improvements [Member]
Property plant and equipment [Line Items]
Property plant and equipment, gross	109.5			109.5			74.6
Furniture and fixtures [Member]
Property plant and equipment [Line Items]
Property plant and equipment, gross	92.6			92.6			67.0
Other equipment [Member]
Property plant and equipment [Line Items]
Property plant and equipment, gross	80.4			80.4			98.0
Land and buildings [Member]
Property plant and equipment [Line Items]
Property plant and equipment, gross	9.1			9.1			9.4
Construction in progress [Member]
Property plant and equipment [Line Items]
Property plant and equipment, gross	$ 0.4			$ 0.4			$ 3.8

[1] The unamortized computer software costs were $62.1 million and $68.4 million, respectively, as of September 30, 2011 and December 31, 2010.

XML

GOODWILL (TABLES)

9 Months Ended

Sep. 30, 2011

Goodwill impairment review [Abstract]

Goodwill impairment review [Table Text Block]

(In millions)			Goodwill Balance as of September 30, 2011 Before the Goodwill Impairment Charge		Goodwill Impairment		Goodwill Balance as of September 30, 2011 After the Goodwill Impairment Charge
Federal Services Operating Segment			$	1,048.6	$	(367.4)	$	681.2
Within the Energy & Construction Operating Segment:
	Global Management and Operations Services Group		$	565.4	$	(184.2)	$	381.2
	Civil Construction & Mining Group			293.9		(67.1)		226.8
	Industrial/Process Group			189.4		(74.1)		115.3
	Power Group			735.1		(105.3)		629.8
		Total	$	1,783.8	$	(430.7)	$	1,353.1

XML

BILLINGS IN EXCESS OF COSTS AND ACCRUED EARNINGS ON CONTRACTS

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements [Abstract]

BILLINGS IN EXCESS OF COSTS AND ACCRUED EARNINGS ON CONTRACTS

NOTE11. BILLINGS IN EXCESS OF COSTS AND ACCRUED EARNINGS ON CONTRACTS

Billings in excess of costs and accrued earnings on contracts in the accompanying Condensed Consolidated Balance Sheets consist of cash collected from clients and billings to clients on contracts in advance of work performed, advance payments negotiated as a contract condition, estimated losses on uncompleted contracts, normal profit liabilities, project-related legal liabilities, and other project-related reserves. The unearned project-related costs will be earned over the next twelve monthsor over the duration of the contracts.

The following table summarizes the components of billings in excess of costs and accrued earnings on contracts:

		September 30,		December 31,
(In millions)		2011		2010
Billings in excess of costs and accrued earnings on contracts		$	220.3	$	167.8
Advance payments negotiated as a contract condition			39.4		57.9
Project-related legal liabilities and other project-related reserves			36.2		22.5
Estimated losses on uncompleted contracts			24.7		27.4
Normal profit liabilities			14.9		0.2
	Total	$	335.5	$	275.8

XML

ACCOUNTS RECEIVABLE AND COSTS AND ACCRUED EARNINGS IN EXCESS OF BILLINGS ON CONTRACTS

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements [Abstract]

ACCOUNTS RECEIVABLE AND COSTS AND ACCRUED EARNINGS IN EXCESS OF BILLINGS ON CONTRACTS

NOTE 4. ACCOUNTS RECEIVABLE AND COSTS AND ACCRUED EARNINGS IN EXCESS OF BILLINGS ON CONTRACTS

Accounts receivable in the accompanying Condensed Consolidated Balance Sheets are primarily comprised of amounts billed to clients for services already provided, but which have not yet been collected. Occasionally, under the terms of specific contracts, we are permitted to submit invoices in advance of providing our services to our clients and to the extent they have not been collected, these amounts are also included in accounts receivable.

Costs and accrued earnings in excess of billings on contracts in the accompanying Condensed Consolidated Balance Sheets represent unbilled amounts earned and reimbursable under contracts. These amounts become billable according to the contract terms, which usually consider the passage of time, achievement of milestones or completion of the project. Generally, such unbilled amounts will be billed and collected over the next twelve months.

Accounts receivable and costs and accrued earnings in excess of billings on contracts include certain amounts recognized related to unapproved change orders (amounts representing the value of proposed contract modifications, but which are unapproved as to both price and scope) and claims, (amounts in excess of agreed contract prices that we seek to collect from our clients or others) that have not been collected and, in the case of balances included in accrued earnings in excess of billings on contracts, may not be billable until an agreement, or in the case of claims, a settlement is reached. Most of those balances are not material and are typically resolved in the ordinary course of business.

Our accounts receivable include retentions associated with long-term contracts, which are generally not billable until near or at the completion of the projects or milestones and/or delivery of services. As such, these amounts will generally be billed for contracts with terms in excess of one year from the service date. Our costs and accrued earnings in excess of billings on contracts include amounts related to milestone payment clauses, which provide for payments to be received beyond a year from the date service occurs. Based on our historical experience, we generally consider the collection risk related to these amounts to be low. When events or conditions indicate that the amounts outstanding may become uncollectible, an allowance is estimated and recorded. As of September 30, 2011 and December 31, 2010, we had receivables with contractual terms in excess of one year of $166.8 million and $146.8 million, respectively.

The following table summarizes the components of our accounts receivable and costs and accrued earnings in excess of billings on contracts with the U.S. federal government and with other customers as of September 30, 2011 and December 31, 2010:

			September 30,		December 31,
(In millions)			2011		2010
Accounts receivable:
	U.S. federal government		$	405.4	$	398.8
	Others			654.0		704.0
		Total accounts receivable	$	1,059.4	$	1,102.8
Costs and accrued earnings in excess of billings on contracts:
	U.S. federal government		$	765.6	$	662.4
	Others			625.0		494.7
		Total costs and accrued earnings in excess of billings on contracts	$	1,390.6	$	1,157.1

XML

STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements [Abstract]

STOCKHOLDERS' EQUITY

NOTE 14. STOCKHOLDERS' EQUITY

Equity Incentive Plans

As of September 30, 2011, approximately 3.0 million shares had been issued as restricted stock awards and 0.2million shares were issuable upon the vesting of restricted stock units under our 2008 Equity Incentive Plan (the “2008 Plan”). In addition, approximately 1.8 million shares remained reserved for future grant under the 2008 Plan.

Stock Repurchase Program

The following table summarizes our stock repurchase activities for the three and nine months ended September 30, 2011 and October 1, 2010:

	Three Months Ended				Nine Months Ended
	September 30,		October 1,		September 30,		October 1,
(In millions, except average price paid per share)	2011		2010		2011		2010
Common stock repurchase shares		—		1.0		3.0		2.0
Average price paid per share	$	—	$	37.04	$	45.58	$	42.73
Common stock repurchase	$	—	$	37.0	$	136.7	$	85.5

Stock-Based Compensation

We recognize stock-based compensation expense, net of estimated forfeitures, over the vesting periods in “General and administrative expenses” and “Cost of revenues” in our Condensed Consolidated Statements of Operations.

The following table presents our stock-based compensation expense related to restricted stock awards and units, our employee stock purchase plan and the relatedincome tax benefits recognized for the three and ninemonthsended September 30, 2011andOctober 1, 2010:

			Three Months Ended				Nine Months Ended
			September 30,		October 1,		September 30,		October 1,
(In millions)			2011		2010		2011		2010
Stock-based compensation expense:
	Restricted stock awards and units		$	11.5	$	11.4	$	33.7	$	32.0
	Employee stock purchase plan			0.1		0.1		0.3		0.3
		Stock-based compensation expense	$	11.6	$	11.5	$	34.0	$	32.3
Total income tax benefits recognized in our net income related to stock-based compensation expense			$	4.4	$	4.4	$	13.0	$	12.4

Restricted Stock Awards and Units

Restricted stock awards and units generally vest over fouryears. Vesting of some awards is subject to both service requirements and performance conditions. Currently outstanding restricted stock awards and units with a performance condition vest upon the achievement of an annual net income target, established in the first quarter of the fiscal year preceding the vesting date. Our awards are measured based on the stock price on the date that all of the key terms and conditions related to the award are known. Restricted stock awards and units are expensed on a straight-line basis over their respective vesting periods subject to the probability of meeting performance and/or service requirements.

As of September 30, 2011, we had estimated unrecognized stock-based compensation expense of $84.9 million related to nonvested restricted stock awards and units. This expense is expected to be recognized over a weighted-average period of 2.6 years. The following table summarizes the total fair value of vested shares, according to their contractual terms, and the grant date fair value of restricted stock awards and units granted during the nine months ended September 30, 2011 and October 1, 2010:

(In millions)	September 30,		October 1,
	2011		2010
Fair value of shares vested	$	38.0	$	38.2
Grant date fair value of restricted stock awards and units granted	$	41.9	$	42.3

A summary of the status of and changes in our nonvested restricted stock awards and units, according to their contractual terms, as of and for the nine months ended September 30, 2011, is presented below:

		Nine Months Ended
		September 30, 2011
			Weighted-
		Shares	Average Grant
		(in millions)	Date Fair Value
Nonvested at December 31, 2010		2.5	$	42.92
	Granted	1.0	$	42.49
	Vested	(0.9)	$	41.89
	Forfeited	(0.1)	$	43.43
Nonvested at September 30, 2011		2.5	$	43.11

Stock Options

A summary of the status and changes of the stock options, according to their contractual terms, is presented below:

							Weighted-
							Average
					Weighted-		Remaining	Aggregate
		Options			Average		Contractual	Intrinsic Value
		(in millions)			Exercise Price		Term (in years)	(in millions)
Outstanding and exercisable at December 31, 2010			0.6		$	23.38	2.62	$	11.7
	Exercised		(0.1)		$	22.83
	Forfeited/expired/cancelled		—	†	$	18.77
Outstanding and exercisable at September 30, 2011			0.5		$	23.50	2.00	$	3.3

†       Represents fewer than fifty thousand shares.

The aggregate intrinsic value as of September 30, 2011in the preceding table represents the total pre-tax intrinsic value, based on our closing market price of $29.66, which would have been received by the option holders had all option holders exercised their options on that date.

For the nine months ended September 30, 2011and October 1, 2010, the aggregate intrinsic value of stock options exercised, determined as of the date of option exercise, was $2.2 million and $2.7 million, respectively. Since all of our stock option awards were fully vested in fiscal year 2008, we did not have any stock-based compensation expense related to stock option awards or any unrecognized related expense.

XML

ACCOUNTS RECEIVABLE AND COSTS AND ACCRUED EARNINGS IN EXCESS OF BILLINGS ON CONTRACTS (DETAILS) (USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Accounts receivable and costs and accrued earnings in excess of billings on contracts (Textuals) [Abstract]
Receivables with contractual terms in excess of one year	$ 166.8	$ 146.8
Schedule of accounts receivable and costs and accrued earnings in excess of billings on contracts [Line Items]
Total accounts receivable	1,059.4	1,102.8
Total costs and accrued earnings in excess of billing on contracts	1,390.6	1,157.1
US Federal Government [Member]
Schedule of accounts receivable and costs and accrued earnings in excess of billings on contracts [Line Items]
Total accounts receivable	405.4	398.8
Total costs and accrued earnings in excess of billing on contracts	765.6	662.4
Others [Member]
Schedule of accounts receivable and costs and accrued earnings in excess of billings on contracts [Line Items]
Total accounts receivable	654.0	704.0
Total costs and accrued earnings in excess of billing on contracts	$ 625.0	$ 494.7

XML

ACQUISITION (TABLES)

9 Months Ended

Sep. 30, 2011

Acquisition [Abstract]

Acquisition [Table Text Block]

Preliminary allocation of purchase price:
							Estimated
(In millions)					Amount		Useful Life
Identifiable assets acquired and liabilities assumed:
	Cash and cash equivalents				$	18
	Trade and other receivables					58
	Other current assets					2
	Property and equipment					10
	Other assets					10
	Identifiable intangible assets:
		Customer relationships, contracts and backlog				60	10 years
		Trade name and other				4	2 - 3 years
			Total amount allocated to identifiable intangible assets			64
	Current liabilities					(67)
	Net deferred tax liabilities					(5)
	Long-term liabilities					(7)
				Total identifiable net assets acquired		83
	Goodwill					194
				Total purchase price	$	277

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Oct. 01, 2010	Sep. 30, 2011	Oct. 01, 2010
Comprehensive income (loss):
Net income (loss) including noncontrolling interests	$ (585.8)	$ 96.6	$ (398.0)	$ 304.0
Pension and post-retirement related adjustments, net of tax	0.6		1.8	1.9
Foreign currency translation adjustments	(21.9)	21.6	(3.2)	15.2
Recognition of unrealized loss on investment in equity securities, net of tax		0.4
Unrealized gain on interest rate swap, net of tax		1.0		3.1
Comprehensive income (loss)	(607.1)	119.6	(399.4)	324.2
Noncontrolling interests in comprehensive income of consolidated subsidiaries	(37.3)	(26.2)	(96.1)	(76.1)
Comprehensive income (loss) attributable to URS	$ (644.4)	$ 93.4	$ (495.5)	$ 248.1

XML

SEGMENT AND RELATED INFORMATION

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements [Abstract]

SEGMENT AND RELATED INFORMATION

NOTE 15. SEGMENT AND RELATED INFORMATION

We operate our business through the following three segments:

• Infrastructure & Environment business provides program management, planning, design, engineering, construction and construction management, operations and maintenance, and decommissioning and closure services to the U.S. federal government, state and local government agencies, and private sector clients in the U.S. and internationally.
• Federal Services business provides services to various U.S. federal government agencies, primarily the Department of Defense. These services include program management, planning, design and engineering, systems engineering and technical assistance, construction and construction management, operations and maintenance, IT services, and decommissioning and closure. The results for Apptis, which we acquired on June 1, 2011, are reported under the Federal Services business.
• Energy & Construction business provides program management, planning, design, engineering, construction and construction management, operations and maintenance, and decommissioning and closure services to the U.S. federal government, state and local government agencies, and private sector clients in the U.S. and internationally.

These three segments operate under separate management groups and produce discrete financial information. Their operating results also are reviewed separately by management. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2010. The information disclosed in our condensed consolidated financial statements is based on the three segments that comprise our current organizational structure.

The following table presentssummarized financial information for our reportable segments. “Inter-segment, eliminations and other” in the following table includes eliminations of inter-segment sales and investments in subsidiaries. The segment balance sheet information presented below is included for informational purposes only. We do not allocate resources based upon the balance sheet amounts of individual segments. Our long-lived assets consist primarily of property and equipment.

			Three Months Ended				Nine Months Ended
			September 30,		October 1,		September 30,		October 1,
(In millions)			2011		2010		2011		2010
Revenues
Infrastructure & Environment (1)			$	950.8	$	818.2	$	2,790.2	$	2,344.4
Federal Services (2)				718.7		645.2		1,968.5		1,934.8
Energy & Construction				844.6		898.6		2,521.4		2,566.2
Inter-segment, eliminations and other				(42.4)		(21.9)		(128.3)		(48.5)
		Total revenues	$	2,471.7	$	2,340.1	$	7,151.8	$	6,796.9
Equity in income (loss) of
	unconsolidated joint ventures
Infrastructure & Environment (1)			$	0.4	$	0.6	$	2.5	$	2.2
Federal Services (2)				1.5		1.5		4.6		4.3
Energy & Construction (3)				22.9		(14.5)		93.7		30.0
		Total equity in income (loss) of unconsolidated joint ventures	$	24.8	$	(12.4)	$	100.8	$	36.5
Contribution (4)
Infrastructure & Environment (1)			$	63.9	$	71.5	$	182.3	$	182.0
Federal Services (2)				66.0		56.0		158.4		142.0
Energy & Construction				51.0		53.4		152.7		145.1
General and administrative expenses (5)				(27.5)		(30.3)		(86.8)		(81.9)
		Total contribution	$	153.4	$	150.6	$	406.6	$	387.2
Operating income (loss)
Infrastructure & Environment (1)			$	60.7	$	66.4	$	170.6	$	172.3
Federal Services (2,6)				(307.1)		50.5		(225.5)		123.8
Energy & Construction (6)				(355.3)		66.8		(222.8)		180.7
General and administrative expenses (5)				(18.5)		(21.5)		(59.9)		(54.9)
		Total operating income (loss) (6)	$	(620.2)	$	162.2	$	(337.6)	$	421.9
Depreciation and amortization
Infrastructure & Environment (1)			$	13.9	$	10.0	$	40.4	$	27.3
Federal Services (2)				7.9		5.5		19.2		16.3
Energy & Construction				13.6		13.8		41.2		43.9
Corporate and other				1.4		1.8		4.9		5.5
		Total depreciation and amortization	$	36.8	$	31.1	$	105.7	$	93.0

• The operating results of our acquisition of the Scott Wilson Group plc (“Scott Wilson”) were included in the three and nine months ended September 30, 2011, but partially includedin the three and nine months ended October 1, 2010,as we completed the acquisition in September 2010.
• The operating results of Apptis were included in the three monthsand partially included in thenine months ended September 30, 2011, but not in the three and nine months ended October 1, 2010, as we completed the acquisition in June 2011.
• In October 2010, we received notice of a ruling on the priority of claims against a bankrupt client made by one of our unconsolidated joint ventures related to the SR-125 road project in California. The judge ruled against our joint venture's position, finding that its mechanic's lien did not have priority over the senior lenders. As a result of the court's decision, we recorded a pre-tax non-cash asset impairment charge of $25.0 million in the third quarter of 2010.
• We are providing information regarding segment contribution because management uses this information to assess performance and make decisions about resource allocation. We define segment contribution as total segment operating income minus noncontrolling interests attributable to that segment, but before allocation of various segment expenses, including stock compensation expenses, amortization of some, but not all,intangible assets, goodwill impairment, and other miscellaneous unallocated expenses. Segment operating income represents net income before reductions for income taxes, noncontrolling interests and interest expense.
• General and administrative expenses represent expenses related to corporate functions.
• During the quarter ended September 30, 2011, we recorded a goodwill impairment charge of $798.1million. See Note 8, “Goodwill” for more information.

Reconciliations of segment contribution to segment operating income for the three and ninemonths ended September 30, 2011 and October 1, 2010 are as follows:

		Three Months Ended September 30, 2011
		Infrastructure				Energy
		&		Federal		&
(In millions)		Environment		Services		Construction		Corporate		Consolidated
Contribution		$	63.9	$	66.0	$	51.0	$	(27.5)	$	153.4
Goodwill impairment			—		(367.4)		(430.7)		—		(798.1)
Noncontrolling interests			0.3		—		37.0		—		37.3
Amortization of intangible assets			—		(4.0)		(7.0)		—		(11.0)
Stock-based compensation expense			(3.6)		(1.6)		(3.9)		9.1		—
Other miscellaneous and unallocated expenses			0.1		(0.1)		(1.7)		(0.1)		(1.8)
	Operating income (loss)	$	60.7	$	(307.1)	$	(355.3)	$	(18.5)	$	(620.2)
		Three Months Ended October 1, 2010
		Infrastructure				Energy
		&		Federal		&
(In millions)		Environment		Services		Construction		Corporate		Consolidated
Contribution		$	71.5	$	56.0	$	53.4	$	(30.3)	$	150.6
Noncontrolling interests			(0.6)		—		26.8		—		26.2
Amortization of intangible assets			(0.7)		(4.0)		(7.0)		—		(11.7)
Stock-based compensation expense			(3.8)		(1.5)		(3.5)		8.8		—
Other miscellaneous and unallocated expenses			—		—		(2.9)		—		(2.9)
	Operating income (loss)	$	66.4	$	50.5	$	66.8	$	(21.5)	$	162.2
		Nine Months Ended September 30, 2011
		Infrastructure				Energy
		&		Federal		&
(In millions)		Environment		Services		Construction		Corporate		Consolidated
Contribution		$	182.3	$	158.4	$	152.7	$	(86.8)	$	406.6
Goodwill impairment			—		(367.4)		(430.7)		—		(798.1)
Noncontrolling interests			(0.5)		—		96.6		—		96.1
Amortization of intangible assets			—		(11.9)		(21.1)		—		(33.0)
Stock-based compensation expense			(10.1)		(4.4)		(11.0)		25.5		—
Other miscellaneous and unallocated expenses			(1.1)		(0.2)		(9.3)		1.4		(9.2)
	Operating income (loss)	$	170.6	$	(225.5)	$	(222.8)	$	(59.9)	$	(337.6)

		Nine Months Ended October 1, 2010
		Infrastructure				Energy
		&		Federal		&
(In millions)		Environment		Services		Construction		Corporate		Consolidated
Contribution		$	182.0	$	142.0	$	145.1	$	(81.9)	$	387.2
Noncontrolling interests			2.1		—		74.0		—		76.1
Amortization of intangible assets			(0.9)		(11.9)		(21.2)		—		(34.0)
Stock-based compensation expense			(10.8)		(4.1)		(9.7)		24.6		—
Other miscellaneous and unallocated expenses			(0.1)		(2.2)		(7.5)		2.4		(7.4)
	Operating income (loss)	$	172.3	$	123.8	$	180.7	$	(54.9)	$	421.9

Total investments in and advances to unconsolidated joint ventures and property and equipment, net of accumulated depreciation, are as follows:

		September 30,		December 31,
(In millions)		2011		2010
Infrastructure & Environment		$	4.9	$	3.8
Federal Services			3.6		4.8
Energy & Construction			86.3		56.9
	Total investments in and advances to unconsolidated joint ventures	$	94.8	$	65.5
Infrastructure & Environment		$	148.5	$	136.1
Federal Services			38.8		30.4
Energy & Construction			71.3		83.3
Corporate			20.1		16.3
	Total property and equipment, net of accumulated depreciation	$	278.7	$	266.1

Total assets by segment are as follows:

		September 30,		December 31,
(In millions)		2011		2010
Infrastructure & Environment		$	2,328.4	$	2,272.3
Federal Services			1,524.1		1,488.7
Energy & Construction			3,018.6		3,424.6
Corporate			5,173.3		5,589.7
Eliminations			(5,108.3)		(5,423.9)
	Total assets	$	6,936.1	$	7,351.4

Geographic Areas

Our revenues by geographic areasare shown below:

		Three Months Ended				Nine Months Ended
		September 30,		October 1,		September 30,		October 1,
(In millions)		2011		2010		2011		2010
Revenues
	United States	$	2,173.9	$	2,160.2	$	6,242.4	$	6,300.2
	International		306.4		184.2		931.3		509.6
	Eliminations		(8.6)		(4.3)		(21.9)		(12.9)
Total revenues		$	2,471.7	$	2,340.1	$	7,151.8	$	6,796.9

Major Customers and Other

Our largest clients are from our federal market sector. Within this sector, we have multiple contracts with our two major customers: the U.S. Army and Department of Energy (“DOE”). For the purpose of analyzing revenues from major customers, we do not consider the combination of all federal departments and agencies as one customer. The different federal agencies manage separate budgets. As such, reductions in spending by one federal agency do not affect the revenues we could earn from another federal agency. In addition, the procurement processes for federal agencies are not centralized, and procurement decisions are made separately by each federal agency. The loss of the federal government, the U.S. Army, or DOE as clients, would have a material adverse effect on our business; however, we are not dependent on any single contract on an ongoing basis. We believe that the loss of any single contract would not have a material adverse effect on our business.

Our revenues from the U.S. Army and DOE for the three and nine months ended September 30, 2011 and October 1, 2010 are presented below:

		Three Months Ended				Nine Months Ended
		September 30,		October 1,		September 30,		October 1,
(In millions, except percentages)		2011		2010		2011		2010
The U.S. Army (1)
	Infrastructure & Environment	$	35.8	$	45.7	$	108.3	$	125.0
	Federal Services		345.3		345.0		995.6		1,042.0
	Energy & Construction		43.6		92.1		162.9		269.0
Total U.S. Army		$	424.7	$	482.8	$	1,266.8	$	1,436.0
Revenues from the U.S. Army as a percentage of our consolidated revenues			17%		21%		18%		21%
DOE
	Infrastructure & Environment	$	1.2	$	1.5	$	4.6	$	3.9
	Federal Services		9.5		2.2		18.7		11.4
	Energy & Construction		359.0		337.4		985.9		864.5
Total DOE		$	369.7	$	341.1	$	1,009.2	$	879.8
Revenues from DOE as a percentage of our consolidated revenues			15%		15%		14%		13%
Revenues from the federal market sector as a percentage of our consolidated revenues			51%		50%		49%		49%

• The U.S. Army includes U.S. Army Corps of Engineers.

XML

INDEBTEDNESS (DETAILS) (USD $)	9 Months Ended							9 Months Ended
	Sep. 30, 2011	Dec. 31, 2010	Sep. 30, 2011 Term Loan A [Member]	Dec. 31, 2010 Term Loan A [Member]	Sep. 30, 2011 Term Loan B [Member]	Dec. 31, 2010 Term Loan B [Member]	Sep. 30, 2011 Revolving Line of Credit [Member]	Sep. 30, 2011 Refinancing of Debt [Member]	Oct. 19, 2011 Refinancing of Debt [Member]
Debt Instrument [Line Items]
Outstanding debt	$ 625,000,000	$ 625,000,000	$ 490,000,000	$ 490,000,000	$ 135,000,000	$ 135,000,000
Interest rate at period end			1.24%	1.26%	2.49%	2.51%	1.19%
Senior Secured Credit Facility repayment terms	Under the terms of our Senior Secured Credit Facility (“2007 Credit Facility”), our next scheduled payment would have been due in March 2012. Our 2007 Credit Facility was replaced by a new five-year senior credit facility (“2011 Credit Facility”) as discussed in more detail below. The proceeds from our 2011 Credit Facility were used to pay off our 2007 Credit Facility, which included outstanding term loans of $625.0 million and a revolving line of credit in the amount of $50.0 million.
Indebtedness [Abstract]
Bank term loans, net of debt issuance costs	622,000,000	619,600,000
Revolving line of credit	50,000,000
Obligations under capital leases	18,900,000	19,400,000
Notes payable, Loan Notes, and foreign credit lines	70,800,000	62,800,000
Total indebtedness	761,700,000	701,800,000
Other indebtedness [Abstract]
Notes payable, weighted-average interest rate	2.48%	2.32%
Amounts available on our foreign facilities	65,400,000	62,800,000
Line of credit under our foreign facility, amount outstanding	26,300,000	16,100,000
Revolving Line of Credit [Abstract]
Letters of credit issued, amount	116,100,000
Amounts available on our revolving credit facility	533,900,000
Subsequent event [Line Items]
Line of credit facility, maximum borrowing capacity									1,000,000,000
Line of credit facility, maximum borrowing capacity in foreign currencies									400,000,000
Optional increase in line of credit or term loan									1,000,000,000
Credit facility initial interest rate									1.74%
Subsidiary guarantors percent threshold individual basis								10.00%
Subsidiary guarantors percent threshold consolidated basis								80.00%
Repayment of outstanding term loans									625,000,000
Repayment of revolving line of credit									50,000,000
Short-term debt, refinanced amount								295,800,000
2011 Credit Facility								1,700,000,000
Long-term Debt, by Maturity [Abstract]
Second year								35,000,000
Third year								52,500,000
Fourth year								70,000,000
Fifth year								542,500,000
Total								$ 700,000,000

XML

BUSINESS, BASIS OF PRESENTATION AND ACCOUNTING POLICIES (TABLES)

9 Months Ended

Sep. 30, 2011

Revision of Previously Issued Financial Statements [Abstract]

Revision of Previously Issued Financial Statements [Table Text Block]

			Three Months Ended						Nine Months Ended
			October 1, 2010						October 1, 2010
			As Reported		Adjustment		As Revised		As Reported		Adjustment		As Revised
(In millions, except for percentages)
Condensed Consolidated Statements of Operations Data:
Income before income taxes			$	152.7	$	—	$	152.7	$	398.0	$	—	$	398.0
Income tax expense				(64.9)		8.8		(56.1)		(117.3)		23.3		(94.0)
	Net income including noncontrolling interests			87.8		8.8		96.6		280.7		23.3		304.0
Noncontrolling interests in income of consolidated subsidiaries				(17.4)		(8.8)		(26.2)		(52.8)		(23.3)		(76.1)
		Net income attributable to URS	$	70.4	$	—	$	70.4	$	227.9	$	—	$	227.9
Effective income tax rate				42.5%		5.8%		36.7%		29.5%		5.9%		23.6%
Condensed Consolidated Statements of Comprehensive Income Data:
Net income including noncontrolling interests			$	87.8	$	8.8	$	96.6	$	280.7	$	23.3	$	304.0
Comprehensive income			$	110.8	$	8.8	$	119.6	$	300.9	$	23.3	$	324.2
Noncontrolling interests in comprehensive income of consolidated subsidiaries			$	(17.4)	$	(8.8)	$	(26.2)	$	(52.8)	$	(23.3)	$	(76.1)

		Nine Months Ended
		October 1, 2010
		As Reported		Adjustment		As Revised
(In millions)
Condensed Consolidated Statements of Changes in Stockholders' Equity Data:
Distributions to noncontrolling interests		$	(48.4)	$	(23.3)	$	(71.7)
Net income including noncontrolling interests		$	52.8	$	23.3	$	76.1
Condensed Consolidated Statements of Cash Flows Data:
Cash flows from operating activities:
	Net income including noncontrolling interests	$	280.7	$	23.3	$	304.0
	Accounts payable, accrued salaries and employee benefits, and other current liabilities	$	4.4	$	(23.3)	$	(18.9)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions	9 Months Ended
	Sep. 30, 2011	Oct. 01, 2010
Cash flows from operating activities:
Net income (loss) including noncontrolling interests	$ (398.0)	$ 304.0
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	61.3	59.0
Amortization of intangible assets	44.4	34.0
Amortization of debt issuance costs	4.7	7.1
Normal profit	(1.9)	(0.2)
Goodwill impairment	798.1
Provision for doubtful accounts	6.7	1.9
Deferred income taxes	(64.5)	26.0
Stock-based compensation	34.0	32.3
Excess tax benefits from stock-based compensation	(0.8)	(3.4)
Equity in income (loss) of unconsolidated joint ventures	(100.8)	(36.5)
Dividends received from unconsolidated joint ventures	88.4	70.5
Changes in operating assets, liabilities and other, net of effects of consolidation and/or deconsolidation of joint ventures and acquisitions:
Accounts receivable and costs and accrued earnings in excess of billings on contracts	(131.0)	(91.8)
Other current assets	(16.3)	4.9
Advances to unconsolidated joint ventures	(5.2)	(1.7)
Accounts payable, accrued salaries and employee benefits, and other current liabilities	47.6	(18.9)
Billings in excess of costs and accrued earnings on contracts	43.2	(42.2)
Other long-term liabilities	9.0	14.1
Other assets	(56.4)	(5.6)
Total adjustments and changes	760.5	49.5
Net cash from operating activities	362.5	353.5
Cash flows from investing activities:
Payments for business acquisitions, net of cash acquired, and for exercised shares in connection with a prior business acquisition	(278.8)	(288.0)
Changes in cash related to consolidation and/or deconsolidation of joint ventures		20.7
Proceeds from disposal of property and equipment	6.5	4.2
Investments in unconsolidated joint ventures	(12.6)	(6.0)
Changes in restricted cash	6.7	(16.5)
Capital expenditures, less equipment purchased through capital leases and equipment notes	(61.7)	(34.1)
Maturity of short-term investment		30.2
Net cash from investing activities	(339.9)	(289.5)
Cash flows from financing activities:
Payments on revolving line of credit and long-term debt	(56.1)	(82.4)
Borrowing from revolving line of credit	100.0
Net borrowings (payments) under lines of credit and short-term notes	11.3	4.0
Net change in overdrafts	(18.2)	(4.5)
Payments on capital lease obligations	(5.8)	(5.1)
Excess tax benefits from stock-based compensation	0.8	3.4
Proceeds from employee stock purchases and exercises of stock options	6.6	6.5
Distributions to noncontrolling interests	(77.5)	(71.7)
Contributions and advances from noncontrolling interests	6.3	7.2
Repurchases of common stock	(136.7)	(85.5)
Net cash from financing activities	(169.3)	(228.1)
Net change in cash and cash equivalents	(146.7)	(164.1)
Cash and cash equivalents at beginning of period	573.8	720.6
Cash and cash equivalents at end of period	427.1	556.5
Supplemental information:
Interest paid	10.4	18.2
Taxes paid	137.0	25.4
Supplemental schedule of noncash investing and financing activities:
Equipment acquired with capital lease obligations and equipment note obligations	8.1	10.0
Loan Notes issued and consideration for vested shares exercisable in connection with an acquisition		$ 34.3

XML

INDEBTEDNESS

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements [Abstract]

INDEBTEDNESS

NOTE 9. INDEBTEDNESS

Indebtedness consisted of the following:

		September 30,		December 31,
(In millions)		2011		2010
Bank term loans, net of debt issuance costs		$	622.0	$	619.6
Revolving line of credit			50.0		—
Obligations under capital leases			18.9		19.4
Notes payable, Loan Notes, and foreign credit lines			70.8		62.8
	Total indebtedness		761.7		701.8
Less:
Current portion of long-term debt			70.9		60.5
	Long-term debt	$	690.8	$	641.3

2007 Credit Facility

As of bothSeptember 30, 2011 and December 31, 2010, the outstanding balance of term loan A was $490.0 million at interest rates of 1.24%and 1.26%, respectively. As of bothSeptember 30, 2011 and December 31, 2010, the outstanding balance of term loan B was $135.0 million at interest rates of 2.49% and 2.51%, respectively.

Under the terms of our Senior Secured Credit Facility (“2007 Credit Facility”), our next scheduled payment would have been due in March 2012. Our 2007 Credit Facility was replaced by anew five-year senior credit facility (“2011 Credit Facility”) as discussed in more detail below. The proceeds from our 2011 Credit Facility were used to pay off our 2007 Credit Facility, which included outstanding term loans of $625.0 million and a revolving line of credit in the amount of $50.0 million.

Revolving Line of Credit

We had an outstanding debt balance of $50.0 million on our revolving line of credit with an interest rate of 1.19%as of September 30, 2011, but did not have an outstanding balance as ofDecember 31, 2010. As of September 30, 2011, we had issued $116.1 million of letters of credit, leaving $533.9 million available under our revolving credit facility.

2011 Credit Facility

On October 19, 2011, we entered into a new, five-year $1.7 billion senior credit facility,our 2011 Credit Facility,which replaced our 2007 Credit Facility. This new senior credit facility provides a term loan facility of $700.0 million and revolving credit facilities of $1.0 billion. As part of this facility, we can borrow up to $400.0 million in various foreign currencies and have an option to increase the size of the revolving credit facility or obtain a term loan of up to an additional $1.0billion from new or existing lenders.

Our 2011 Credit Facility matures on October 19, 2016 and our first quarterly principal payment is due on December 28, 2012. We have an option to prepay the term loans at anytime without penalty. Following are maturities of the outstanding loans under our 2011 Credit Facility for each of the next five years.

(In millions)		Loans Outstanding under our 2011 Credit Facility
First year		$	—
Second year			35.0
Third year			52.5
Fourth year			70.0
Fifth year			542.5
	Total	$	700.0

Loans outstanding under our 2011 Credit Facility bear interest, at our option, at the base rate or at the Eurocurrency rate plus, in each case, an applicable per annum margin. The applicable margin is determined based on the better of our debt ratings orour leverage ratio in accordance with a pricing grid. The initial interest rate on this new facility is 1.74%, which is comprised of the London Interbank Offered Rate (“LIBOR”) plus 150 basis points.

Under our 2011 Credit Facility, we are subject to financial covenants and other customary non-financial covenants.Our financial covenants include a maximum consolidated leverage ratio, which is calculated by dividing total debt by earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined below, and a minimum interest coverage ratio, which is calculated by dividing cash interest expense into EBITDA. Both calculations are based on the financial data of our most recent four fiscal quarters.

For purposes of our 2011 Credit Facility, consolidatedEBITDA is defined as consolidated net income attributable to URS plus interest, depreciation and amortization expense, income tax expense, and other non-cash items (including impairments of goodwill or intangible assets). Consolidated EBITDA shall include pro-forma components of EBITDA attributable to any permitted acquisition consummated during the period of calculation.

Our 2011 Credit Facility contains restrictions, some of which apply only above specific thresholds, regarding indebtedness, liens, investments and acquisitions, contingent obligations, dividend payments, stock repurchases, asset sales, fundamental business changes, transactions with affiliates, and changes in fiscal year.

Our 2011 Credit Facility identifies various events of default and provides for acceleration of the obligations and exercise of other enforcement remedies upon default. Events of default include our failure to make payments under the credit facility; cross-defaults; a breach of financial, affirmative and negative covenants; a breach of representations and warranties; bankruptcy and other insolvency events; the existence of unsatisfied judgments and attachments; dissolution; other events relating to the Employee Retirement Income Security Act; a change of control and invalidity of loan documents.

Our 2011 Credit Facility is guaranteed by all of our existing and future domestic subsidiaries which, on an individual basis, represent more than 10% of either our consolidated domestic assets or consolidated domestic revenues.If necessary, additional domestic subsidiaries will be included so that assets and revenues of subsidiary guarantors are equal at all times to at least 80% of our consolidated domestic assets and consolidated domestic revenues of our available domestic subsidiaries.

The proceeds from the 2011Credit Facility were used to pay off our 2007 Credit Facility, which included outstanding term loans of $625.0 million and revolving line of credit in the amount of $50.0 million, and to pay the related refinancing costs. We may use the remaining proceeds and any future borrowings from our 2011 Credit Facility for general corporate purposes, including funding working capital, making capital expenditures, funding acquisitions and repurchasing our common stock.

As a result of this refinancing, we reclassified the current portion of our 2007 Credit Facility in the amount of $295.8 million as “Long-term debt” on our Condensed Consolidated Balance Sheet as of September 30, 2011.

Other Indebtedness

Notes payable, Loan Notes, and foreign credit line. As of September 30, 2011 and December 31, 2010, we had outstanding amounts of $70.8million and $62.8million, respectively, in notes payable, five-year loan notes (“Loan Notes”), and foreign lines of credit. The weighted-average interest rates of the notes were approximately 2.48% and 2.32%as of September 30, 2011 and December 31, 2010, respectively. Notes payable primarily include notes used to finance the purchase of office equipment, computer equipment and furniture.

As of September 30, 2011and December 31, 2010, we had $65.4million and $62.8million in lines of credit available under all foreign facilities, respectively. As of September 30, 2011 and December 31, 2010, the total outstanding debt balance of our foreign credit lines was $26.3 million and $16.1 million, respectively.

Capital Leases. As of September 30, 2011and December 31, 2010, we had obligations under our capital leases of approximately $18.9 million and $19.4million, respectively, consisting primarily of leases for office equipment, computer equipment and furniture.

(In millions)		Loans Outstanding under our 2011 Credit Facility
First year		$	—
Second year			35.0
Third year			52.5
Fourth year			70.0
Fifth year			542.5
	Total	$	700.0

XML

EMPLOYEE RETIREMENT AND POST-RETIREMENT BENEFIT PLANS (TABLES)

9 Months Ended

Sep. 30, 2011

Defined benefit pension plans and defined benefit post-retirement plans disclosure [Abstract]

Schedule of defined benefit plans disclosures [Table Text Block]

			Three Months Ended
			Domestic Plans				Foreign Plans
			September 30,		October 1,		September 30,		October 1,
(In millions)			2011		2010		2011		2010
Service cost			$	1.7	$	1.6	$	0.1	$	0.1
Interest cost				4.7		4.6		6.2		1.5
Expected return on plan assets				(4.1)		(3.9)		(5.8)		(1.4)
Amortization of:
	Prior service costs			(0.8)		(0.8)		—		—
	Net loss			1.8		0.9		—		—
		Net periodic pension costs	$	3.3	$	2.4	$	0.5	$	0.2
			Nine Months Ended
			Domestic Plans				Foreign Plans
			September 30,		October 1,		September 30,		October 1,
(In millions)			2011		2010		2011		2010
Service cost			$	5.1	$	4.8	$	0.3	$	0.1
Interest cost				14.1		13.8		18.4		2.1
Expected return on plan assets				(12.3)		(11.8)		(17.2)		(1.7)
Amortization of:
	Prior service costs			(2.4)		(2.4)		—		—
	Net loss			5.4		2.7		—		—
		Net periodic pension costs	$	9.9	$	7.1	$	1.5	$	0.5

Schedule of post-retirement benefit plans disclosures [Table Text Block]

		Three Months Ended				Nine Months Ended
		September 30,		October 1,		September 30,		October 1,
(In millions)		2011		2010		2011		2010
Interest cost		$	0.5	$	0.6	$	1.5	$	1.7
Expected return on plan assets			(0.1)		(0.1)		(0.3)		(0.2)
	Net periodic benefit costs	$	0.4	$	0.5	$	1.2	$	1.5

XML

EMPLOYEE RETIREMENT AND POST-RETIREMENT BENEFIT PLANS

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements [Abstract]

EMPLOYEE RETIREMENT AND POST-RETIREMENT BENEFIT PLANS

NOTE13. EMPLOYEE RETIREMENT AND POST-RETIREMENT BENEFIT PLANS

Defined Benefit Plans

We sponsor a number of pension and unfunded supplemental executive retirement plans.

The components of our net periodic pension costs relating to our defined benefit plans for the three and ninemonths ended September 30, 2011 and October 1, 2010 were as follows:

			Three Months Ended
			Domestic Plans				Foreign Plans
			September 30,		October 1,		September 30,		October 1,
(In millions)			2011		2010		2011		2010
Service cost			$	1.7	$	1.6	$	0.1	$	0.1
Interest cost				4.7		4.6		6.2		1.5
Expected return on plan assets				(4.1)		(3.9)		(5.8)		(1.4)
Amortization of:
	Prior service costs			(0.8)		(0.8)		—		—
	Net loss			1.8		0.9		—		—
		Net periodic pension costs	$	3.3	$	2.4	$	0.5	$	0.2
			Nine Months Ended
			Domestic Plans				Foreign Plans
			September 30,		October 1,		September 30,		October 1,
(In millions)			2011		2010		2011		2010
Service cost			$	5.1	$	4.8	$	0.3	$	0.1
Interest cost				14.1		13.8		18.4		2.1
Expected return on plan assets				(12.3)		(11.8)		(17.2)		(1.7)
Amortization of:
	Prior service costs			(2.4)		(2.4)		—		—
	Net loss			5.4		2.7		—		—
		Net periodic pension costs	$	9.9	$	7.1	$	1.5	$	0.5

During the three andnine months ended September 30, 2011, we made cash contributions, including employer-directed benefit payments, of $8.5 million and $33.4million, respectively, to the domestic and foreign defined benefit plans. We expect to make additional cash contributions, including estimated employer-directed benefit payments, of approximately $7.2million for the remainder of our2011 fiscal year.

Post-retirement Benefit Plans

We sponsor a number of retiree health and life insurance benefit plans (“post-retirement benefit plans”). The components of our net periodic benefit cost relating to the post-retirement benefit plans for the three and ninemonths ended September 30, 2011and October 1, 2010were as follows:

		Three Months Ended				Nine Months Ended
		September 30,		October 1,		September 30,		October 1,
(In millions)		2011		2010		2011		2010
Interest cost		$	0.5	$	0.6	$	1.5	$	1.7
Expected return on plan assets			(0.1)		(0.1)		(0.3)		(0.2)
	Net periodic benefit costs	$	0.4	$	0.5	$	1.2	$	1.5

During the three and ninemonths ended September 30, 2011, we made employer-directed benefit payments of $0.8million and $2.9million, respectively, to the post-retirement benefit plans. We expect to make cash contributions, including estimated employer-directed benefit payments, of approximately $1.1 million for the remainder of our 2011 fiscal year.

The information provided above does not include multi-employer plans in which we participate.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2011		Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 427,100,000		$ 573,800,000
Accounts receivable, including retentions of $86.7 and $69.1, respectively	1,059,400,000		1,102,800,000
Costs and accrued earnings in excess of billings on contracts	1,390,600,000		1,157,100,000
Less receivable allowances	(47,800,000)		(42,800,000)
Net accounts receivable	2,402,200,000		2,217,100,000
Deferred tax assets	81,500,000		83,300,000
Other current assets	149,100,000		134,800,000
Total current assets	3,059,900,000		3,009,000,000
Investments in and advances to unconsolidated joint ventures	94,800,000		65,500,000
Property and equipment at cost, net	278,700,000	[1]	266,100,000	[1]
Intangible assets, net	537,700,000		514,100,000
Goodwill	2,793,300,000		3,393,200,000
Other assets	171,700,000		103,500,000
Total assets	6,936,100,000		7,351,400,000
Current liabilities:
Current portion of long-term debt	70,900,000		60,500,000
Accounts payable and subcontractors payable, including retentions of $38.9 and $46.5, respectively	673,000,000		673,900,000
Accrued salaries and employee benefits	573,900,000		441,600,000
Billings in excess of costs and accrued earnings on contracts	335,500,000		275,800,000
Other current liabilities	180,600,000		213,300,000
Total current liabilities	1,833,900,000		1,665,100,000
Long-term debt	690,800,000		641,300,000
Deferred tax liabilities	261,800,000		326,900,000
Self-insurance reserves	102,600,000		105,900,000
Pension and post-retirement benefit obligations	205,500,000		230,800,000
Other long-term liabilities	220,800,000		180,400,000
Total liabilities	3,315,400,000		3,150,400,000
Commitments and contingencies	0		0
URS stockholders' equity:
Preferred stock, authorized 3.0 shares; no shares outstanding	0		0
Common stock par value $.01; authorized 200.0 shares; 87.7 and 86.9 shares issued, respectively; and 79.7 and 81.9 shares outstanding, respectively	900,000		900,000
Treasury stock, 8.0 and 5.0 shares at cost, respectively	(348,800,000)		(212,100,000)
Additional paid-in capital	2,951,500,000		2,924,300,000
Accumulated other comprehensive loss	(38,300,000)		(36,900,000)
Retained earnings	946,900,000		1,441,000,000
Total URS stockholders' equity	3,512,200,000		4,117,200,000
Noncontrolling interests	108,500,000		83,800,000
Total stockholders' equity	3,620,700,000		4,201,000,000
Total liabilities and stockholders' equity	$ 6,936,100,000		$ 7,351,400,000

[1] The unamortized computer software costs were $62.1 million and $68.4 million, respectively, as of September 30, 2011 and December 31, 2010.

XML

SEGMENT AND RELATED INFORMATION (TABLES)

9 Months Ended

Sep. 30, 2011

Segment reporting [Abstract]

Segment reporting, disclosure of entity's reportable segments [Table Text Block]

			Three Months Ended				Nine Months Ended
			September 30,		October 1,		September 30,		October 1,
(In millions)			2011		2010		2011		2010
Revenues
Infrastructure & Environment (1)			$	950.8	$	818.2	$	2,790.2	$	2,344.4
Federal Services (2)				718.7		645.2		1,968.5		1,934.8
Energy & Construction				844.6		898.6		2,521.4		2,566.2
Inter-segment, eliminations and other				(42.4)		(21.9)		(128.3)		(48.5)
		Total revenues	$	2,471.7	$	2,340.1	$	7,151.8	$	6,796.9
Equity in income (loss) of
	unconsolidated joint ventures
Infrastructure & Environment (1)			$	0.4	$	0.6	$	2.5	$	2.2
Federal Services (2)				1.5		1.5		4.6		4.3
Energy & Construction (3)				22.9		(14.5)		93.7		30.0
		Total equity in income (loss) of unconsolidated joint ventures	$	24.8	$	(12.4)	$	100.8	$	36.5
Contribution (4)
Infrastructure & Environment (1)			$	63.9	$	71.5	$	182.3	$	182.0
Federal Services (2)				66.0		56.0		158.4		142.0
Energy & Construction				51.0		53.4		152.7		145.1
General and administrative expenses (5)				(27.5)		(30.3)		(86.8)		(81.9)
		Total contribution	$	153.4	$	150.6	$	406.6	$	387.2
Operating income (loss)
Infrastructure & Environment (1)			$	60.7	$	66.4	$	170.6	$	172.3
Federal Services (2,6)				(307.1)		50.5		(225.5)		123.8
Energy & Construction (6)				(355.3)		66.8		(222.8)		180.7
General and administrative expenses (5)				(18.5)		(21.5)		(59.9)		(54.9)
		Total operating income (loss) (6)	$	(620.2)	$	162.2	$	(337.6)	$	421.9
Depreciation and amortization
Infrastructure & Environment (1)			$	13.9	$	10.0	$	40.4	$	27.3
Federal Services (2)				7.9		5.5		19.2		16.3
Energy & Construction				13.6		13.8		41.2		43.9
Corporate and other				1.4		1.8		4.9		5.5
		Total depreciation and amortization	$	36.8	$	31.1	$	105.7	$	93.0

• The operating results of our acquisition of the Scott Wilson Group plc (“Scott Wilson”) were included in the three and nine months ended September 30, 2011, but partially includedin the three and nine months ended October 1, 2010,as we completed the acquisition in September 2010.
• The operating results of Apptis were included in the three monthsand partially included in thenine months ended September 30, 2011, but not in the three and nine months ended October 1, 2010, as we completed the acquisition in June 2011.
• In October 2010, we received notice of a ruling on the priority of claims against a bankrupt client made by one of our unconsolidated joint ventures related to the SR-125 road project in California. The judge ruled against our joint venture's position, finding that its mechanic's lien did not have priority over the senior lenders. As a result of the court's decision, we recorded a pre-tax non-cash asset impairment charge of $25.0 million in the third quarter of 2010.
• We are providing information regarding segment contribution because management uses this information to assess performance and make decisions about resource allocation. We define segment contribution as total segment operating income minus noncontrolling interests attributable to that segment, but before allocation of various segment expenses, including stock compensation expenses, amortization of some, but not all,intangible assets, goodwill impairment, and other miscellaneous unallocated expenses. Segment operating income represents net income before reductions for income taxes, noncontrolling interests and interest expense.
• General and administrative expenses represent expenses related to corporate functions.
• During the quarter ended September 30, 2011, we recorded a goodwill impairment charge of $798.1million. See Note 8, “Goodwill” for more information.

Reconciliation of other significant reconciling items from segments to consolidated [Table Text Block]

	Three Months Ended September 30, 2011
		Infrastructure				Energy
		&		Federal		&
(In millions)		Environment		Services		Construction		Corporate		Consolidated
Contribution		$	63.9	$	66.0	$	51.0	$	(27.5)	$	153.4
Goodwill impairment			—		(367.4)		(430.7)		—		(798.1)
Noncontrolling interests			0.3		—		37.0		—		37.3
Amortization of intangible assets			—		(4.0)		(7.0)		—		(11.0)
Stock-based compensation expense			(3.6)		(1.6)		(3.9)		9.1		—
Other miscellaneous and unallocated expenses			0.1		(0.1)		(1.7)		(0.1)		(1.8)
	Operating income (loss)	$	60.7	$	(307.1)	$	(355.3)	$	(18.5)	$	(620.2)
		Three Months Ended October 1, 2010
		Infrastructure				Energy
		&		Federal		&
(In millions)		Environment		Services		Construction		Corporate		Consolidated
Contribution		$	71.5	$	56.0	$	53.4	$	(30.3)	$	150.6
Noncontrolling interests			(0.6)		—		26.8		—		26.2
Amortization of intangible assets			(0.7)		(4.0)		(7.0)		—		(11.7)
Stock-based compensation expense			(3.8)		(1.5)		(3.5)		8.8		—
Other miscellaneous and unallocated expenses			—		—		(2.9)		—		(2.9)
	Operating income (loss)	$	66.4	$	50.5	$	66.8	$	(21.5)	$	162.2
		Nine Months Ended September 30, 2011
		Infrastructure				Energy
		&		Federal		&
(In millions)		Environment		Services		Construction		Corporate		Consolidated
Contribution		$	182.3	$	158.4	$	152.7	$	(86.8)	$	406.6
Goodwill impairment			—		(367.4)		(430.7)		—		(798.1)
Noncontrolling interests			(0.5)		—		96.6		—		96.1
Amortization of intangible assets			—		(11.9)		(21.1)		—		(33.0)
Stock-based compensation expense			(10.1)		(4.4)		(11.0)		25.5		—
Other miscellaneous and unallocated expenses			(1.1)		(0.2)		(9.3)		1.4		(9.2)
	Operating income (loss)	$	170.6	$	(225.5)	$	(222.8)	$	(59.9)	$	(337.6)

		Nine Months Ended October 1, 2010
		Infrastructure				Energy
		&		Federal		&
(In millions)		Environment		Services		Construction		Corporate		Consolidated
Contribution		$	182.0	$	142.0	$	145.1	$	(81.9)	$	387.2
Noncontrolling interests			2.1		—		74.0		—		76.1
Amortization of intangible assets			(0.9)		(11.9)		(21.2)		—		(34.0)
Stock-based compensation expense			(10.8)		(4.1)		(9.7)		24.6		—
Other miscellaneous and unallocated expenses			(0.1)		(2.2)		(7.5)		2.4		(7.4)
	Operating income (loss)	$	172.3	$	123.8	$	180.7	$	(54.9)	$	421.9

Schedule of investments in and advances to unconsolidated joint ventures and property and equipment, net of accumulated depreciation by segment [Table Text Block]

		September 30,		December 31,
(In millions)		2011		2010
Infrastructure & Environment		$	4.9	$	3.8
Federal Services			3.6		4.8
Energy & Construction			86.3		56.9
	Total investments in and advances to unconsolidated joint ventures	$	94.8	$	65.5
Infrastructure & Environment		$	148.5	$	136.1
Federal Services			38.8		30.4
Energy & Construction			71.3		83.3
Corporate			20.1		16.3
	Total property and equipment, net of accumulated depreciation	$	278.7	$	266.1

Reconciliation of assets from segment to consolidated [Table Text Block]

		September 30,		December 31,
(In millions)		2011		2010
Infrastructure & Environment		$	2,328.4	$	2,272.3
Federal Services			1,524.1		1,488.7
Energy & Construction			3,018.6		3,424.6
Corporate			5,173.3		5,589.7
Eliminations			(5,108.3)		(5,423.9)
	Total assets	$	6,936.1	$	7,351.4

Schedule of revenues from external customers, by geographical areas [Table Text Block]

		Three Months Ended				Nine Months Ended
		September 30,		October 1,		September 30,		October 1,
(In millions)		2011		2010		2011		2010
Revenues
	United States	$	2,173.9	$	2,160.2	$	6,242.4	$	6,300.2
	International		306.4		184.2		931.3		509.6
	Eliminations		(8.6)		(4.3)		(21.9)		(12.9)
Total revenues		$	2,471.7	$	2,340.1	$	7,151.8	$	6,796.9

Revenues from major customers [Table Text Block]

		Three Months Ended				Nine Months Ended
		September 30,		October 1,		September 30,		October 1,
(In millions, except percentages)		2011		2010		2011		2010
The U.S. Army (1)
	Infrastructure & Environment	$	35.8	$	45.7	$	108.3	$	125.0
	Federal Services		345.3		345.0		995.6		1,042.0
	Energy & Construction		43.6		92.1		162.9		269.0
Total U.S. Army		$	424.7	$	482.8	$	1,266.8	$	1,436.0
Revenues from the U.S. Army as a percentage of our consolidated revenues			17%		21%		18%		21%
DOE
	Infrastructure & Environment	$	1.2	$	1.5	$	4.6	$	3.9
	Federal Services		9.5		2.2		18.7		11.4
	Energy & Construction		359.0		337.4		985.9		864.5
Total DOE		$	369.7	$	341.1	$	1,009.2	$	879.8
Revenues from DOE as a percentage of our consolidated revenues			15%		15%		14%		13%
Revenues from the federal market sector as a percentage of our consolidated revenues			51%		50%		49%		49%

• The U.S. Army includes U.S. Army Corps of Engineers.

XML

EMPLOYEE RETIREMENT AND POST-RETIREMENT BENEFIT PLANS (DETAILS) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Oct. 01, 2010	Sep. 30, 2011	Oct. 01, 2010
Pension Plans, Defined Benefit [Member]
Other defined benefit plans disclosures (Textuals) [Abstract]
Cash contributions	$ 8.5		$ 33.4
Estimated future employer contributions in current fiscal year	7.2		7.2
Domestic Pension Plans [Member]
Defined benefit plan disclosure [Line Items]
Service cost	1.7	1.6	5.1	4.8
Interest cost	4.7	4.6	14.1	13.8
Expected return on plan assets	(4.1)	(3.9)	(12.3)	(11.8)
Amortization of prior service costs	(0.8)	(0.8)	(2.4)	(2.4)
Amortization of net loss	1.8	0.9	5.4	2.7
Net periodic benefit costs	3.3	2.4	9.9	7.1
Foreign Pension Plans [Member]
Defined benefit plan disclosure [Line Items]
Service cost	0.1	0.1	0.3	0.1
Interest cost	6.2	1.5	18.4	2.1
Expected return on plan assets	(5.8)	(1.4)	(17.2)	(1.7)
Net periodic benefit costs	0.5	0.2	1.5	0.5
Post-retirement Benefit Plans [Member]
Defined benefit plan disclosure [Line Items]
Interest cost	0.5	0.6	1.5	1.7
Expected return on plan assets	(0.1)	(0.1)	(0.3)	(0.2)
Net periodic benefit costs	0.4	0.5	1.2	1.5
Other defined benefit plans disclosures (Textuals) [Abstract]
Cash contributions	0.8		2.9
Estimated future employer contributions in current fiscal year	$ 1.1		$ 1.1

XML

INDEBTEDNESS (DETAILS 2) (USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Total indebtedness [Abstract]
Total indebtedness	$ 761.7	$ 701.8
Current portion of long-term debt	70.9	60.5
Long-term debt	$ 690.8	$ 641.3

XML

FAIR VALUE OF DEBT INSTRUMENTS (DETAILS) (USD $) In Millions	9 Months Ended
	Sep. 30, 2011	Dec. 31, 2010
Fair value, assets and liabilities measured on recurring and nonrecurring basis (Textuals) [Abstract]
Outstanding debt	$ 625.0	$ 625.0
Fair values of our term loans	$ 620.8	$ 621.7
Fair value loans payable valuation techniques	The fair values of our term loans A and B were derived by taking the mid-point of the trading prices from an observable market input in the secondary loan market and multiplying it by the outstanding balance of our term loans.

XML

COMMITMENTS AND CONTINGENCIES (DETAILS) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2011	Dec. 31, 2010
Guarantee Obligations [Line Items]
Bank guarantee outstanding under foreign credit facilities and other banking arrangements	$ 35.7	$ 35.7
Indemnification of Joint Venture Partner [Member]
Guarantee Obligations [Line Items]
Guarantee obligations current carrying value	25.0	25.0
Letter of Credit of Consolidated Joint Venture [Member]
Guarantee Obligations [Line Items]
Guarantee obligations current carrying value	0.9	0.9
Guarantee of Foreign Credit Facilities and Bank Guarantee Lines [Member]
Guarantee Obligations [Line Items]
Guarantee obligations current carrying value	50.8	50.8
USAID Egyptian Projects [Member]
Loss Contingencies [Line Items]
Loss contingency lawsuit filing date		2004-11-1
Loss contingency allegations		In November 2004, the federal government filed an action in the United States District Court for the District of Idaho against WGI, Contrack International, Inc., and MISR Sons Development S.A.E., an Egyptian construction company, asserting violations under the Federal False Claims Act, the Federal Foreign Assistance Act of 1961, and common law theories of payment by mistake and unjust enrichment.
Loss contingency damages sought		The federal government seeks damages and civil penalties for violations of the statutes as well as a refund of all amounts paid under the specified contracts of approximately $373.0 million.
Loss contingency actions taken by court arbitrator or mediator		On April 17, 2006, the arbitration tribunal issued its award providing that the joint venture prevailed on its affirmative claims in the net amount of $8.2 million, and that NOPWASD's counterclaims were rejected.
Loss contingency actions taken by plaintiff and defendant		USAID Egyptian Projects: In March 2003, Washington Group International, Inc. (“WGI”) was notified by the Department of Justice that the federal government was considering civil litigation against WGI for potential violations of the U.S. Agency for International Development (“USAID”) source, origin, and nationality regulations in connection with five of WGI’s USAID-financed host-country projects located in Egypt beginning in the early 1990s. In November 2004, the federal government filed an action in the United States District Court for the District of Idaho against WGI, Contrack International, Inc., and MISR Sons Development S.A.E., an Egyptian construction company, asserting violations under the Federal False Claims Act, the Federal Foreign Assistance Act of 1961, and common law theories of payment by mistake and unjust enrichment. The federal government seeks damages and civil penalties for violations of the statutes as well as a refund of all amounts paid under the specified contracts of approximately $373.0 million. WGI has denied any liability in the action and contested the federal government’s damage allegations and its entitlement to any recovery. All USAID projects under the contracts have been completed and are fully operational. In March 2005, WGI filed motions in the Bankruptcy Court in Nevada and in the Idaho District Court to dismiss the federal government’s claim for failure to give appropriate notice or otherwise preserve those claims. In August 2005, the Bankruptcy Court ruled that all federal government claims were barred in a written order. The federal government appealed the Bankruptcy Court's order to the United States District Court for the District of Nevada. In March 2006, the Idaho District Court stayed that action during the pendency of the federal government's appeal of the Bankruptcy Court's ruling. In December 2006, the Nevada District Court reversed the Bankruptcy Court’s order and remanded the matter back to the Bankruptcy Court for further proceedings. In December 2007, the federal government filed a motion in Bankruptcy Court seeking an order that the Bankruptcy Court abstain from exercising jurisdiction over this matter, which WGI opposed. On February 15, 2008, the Bankruptcy Court denied the federal government’s motion preventing the Bankruptcy Court from exercising jurisdiction over WGI’s motion that the federal government’s claims in Idaho District Court were barred for failure to give appropriate notice or otherwise preserve those claims. In November 2008, the Bankruptcy Court ruled that the federal government’s common law claims of unjust enrichment and payment by mistake are barred, and may not be further pursued. WGI’s pending motion in the Bankruptcy Court covers all of the remaining federal government claims alleged in the Idaho action. WGI’s joint venture for one of the USAID projects brought arbitration proceedings before an arbitration tribunal in Egypt in which the joint venture asserted an affirmative claim for additional compensation for the construction of water and wastewater treatment facilities in Egypt. The project owner, National Organization for Potable Water and Sanitary Drainage (“NOPWASD”), an Egyptian government agency, asserted in a counterclaim that by reason of alleged violations of the USAID source, origin and nationality regulations, and alleged violations of Egyptian law, WGI’s joint venture should forfeit its claim, pay damages of approximately $6.0 million and the owner’s costs of defending against the joint venture’s claims in arbitration. WGI denied liability on NOPWASD’s counterclaim. On April 17, 2006, the arbitration tribunal issued its award providing that the joint venture prevailed on its affirmative claims in the net amount of $8.2 million, and that NOPWASD's counterclaims were rejected. WGI’s portion of any final award received by the joint venture would be approximately 45%. WGI intends to continue to defend these matters vigorously and to consider further pursuit of its affirmative claims; however, we cannot provide assurance that we will be successful in these efforts. The potential range of loss and the resolution of these matters cannot be determined at this time.
Litigation settlement gross		8.2
Percentage of litigation settlement	45.00%	45.00%
Total damages against all defendants claimed in the legal matter		373.0
New Orleans Levee Failure Class Action Litigation [Member]
Loss Contingencies [Line Items]
Loss contingency lawsuit filing date		2005-09-1
Loss contingency allegations		The allegation against us is that the work we performed adjacent to the Industrial Canal damaged the levee and floodwall and caused and/or contributed to breaches and flooding.
Loss contingency damages sought		The plaintiffs allege damages of $200 billion and demand attorneys’ fees and costs.
Loss contingency actions taken by court arbitrator or mediator		On December 15, 2008, the District Court granted WGI Ohio’s motion for summary judgment to dismiss the lawsuit on the basis that we performed the work adjacent to the Industrial Canal as a contractor for the federal government and are therefore immune from liability, which was appealed by a number of the plaintiffs on April 27, 2009 to the United States Fifth Circuit Court of Appeals (“Court of Appeals”). On September 14, 2010, the Court of Appeals reversed the District Court’s summary judgment decision and WGI Ohio’s dismissal, and remanded the case back to the District Court for further litigation. On August 1, 2011, the District Court held that the defense of government contractor immunity is not available to WGI Ohio at trial, but would be an issue for appeal.
Loss contingency actions taken by plaintiff and defendant		New Orleans Levee Failure Class Action Litigation: From July 1999 through May 2005, Washington Group International, Inc., an Ohio company (“WGI Ohio”), a wholly owned subsidiary acquired by us on November 15, 2007, performed demolition, site preparation, and environmental remediation services for the U.S. Army Corps of Engineers on the east bank of the Inner Harbor Navigation Canal (the “Industrial Canal”) in New Orleans, Louisiana. On August 29, 2005, Hurricane Katrina devastated New Orleans. The storm surge created by the hurricane overtopped the Industrial Canal levee and floodwall, flooding the Lower Ninth Ward and other parts of the city. Since September 2005, 59 personal injury, property damage and class action lawsuits have been filed in Louisiana State and federal court naming WGI Ohio as a defendant. Other defendants include the U.S. Army Corps of Engineers, the Board for the Orleans Levee District, and its insurer, St. Paul Fire and Marine Insurance Company. Over 1,450 hurricane-related cases, including the WGI Ohio cases, have been consolidated in the United States District Court for the Eastern District of Louisiana (“District Court”). The plaintiffs claim that defendants were negligent in their design, construction and/or maintenance of the New Orleans levees. The plaintiffs are all residents and property owners who claim to have incurred damages arising out of the breach and failure of the hurricane protection levees and floodwalls in the wake of Hurricane Katrina. The allegation against us is that the work we performed adjacent to the Industrial Canal damaged the levee and floodwall and caused and/or contributed to breaches and flooding. The plaintiffs allege damages of $200 billion and demand attorneys’ fees and costs. WGI Ohio did not design, construct, repair or maintain any of the levees or the floodwalls that failed during or after Hurricane Katrina. WGI Ohio performed the work adjacent to the Industrial Canal as a contractor for the federal government and has pursued dismissal from the lawsuits on a motion for summary judgment on the basis that government contractors are immune from liability. On December 15, 2008, the District Court granted WGI Ohio’s motion for summary judgment to dismiss the lawsuit on the basis that we performed the work adjacent to the Industrial Canal as a contractor for the federal government and are therefore immune from liability, which was appealed by a number of the plaintiffs on April 27, 2009 to the United States Fifth Circuit Court of Appeals (“Court of Appeals”). On September 14, 2010, the Court of Appeals reversed the District Court’s summary judgment decision and WGI Ohio’s dismissal, and remanded the case back to the District Court for further litigation. On August 1, 2011, the District Court held that the defense of government contractor immunity is not available to WGI Ohio at trial, but would be an issue for appeal. WGI Ohio intends to continue to defend these matters vigorously; however, we cannot provide assurance that we will be successful in these efforts. The potential range of loss and the resolution of these matters cannot be determined at this time.
Total damages against all defendants claimed in the legal matter		200,000.0
Common Sulfur Project [Member]
Loss Contingencies [Line Items]
Loss contingency lawsuit filing date		2009-11-25
Loss contingency allegations		On November 25, 2009, the consortium filed a Notice of Arbitration in the U.K. for breach of contract and client-directed changes.
Loss contingency damages sought		The contract gives the customer the right to assess liquidated damages of approximately $25 million against the consortium if various project milestones are not met.
Loss contingency loss in period		19.4
Loss contingency actions taken by plaintiff and defendant		Common Sulfur Project: One of our wholly owned subsidiaries, WGI – Middle East, Inc., whose parent company, WGI, was acquired by us on November 15, 2007, together with a consortium partner, have contracted under a fixed-price arrangement to engineer, procure and construct a sulfur processing facility located in Qatar. Once completed, the sulfur processing facility will gather and process sulfur produced by new liquid natural gas processing facilities, which are also under construction. The project has experienced cost increases and schedule delays. The contract gives the customer the right to assess liquidated damages of approximately $25 million against the consortium if various project milestones are not met. If liquidated damages are assessed, a significant portion may be attributable to WGI – Middle East, Inc. On November 25, 2009, the consortium filed a Notice of Arbitration in the U.K. for breach of contract and client-directed changes. On August 23, 2010, we settled pending change orders and claims with the project owner for three payments from the project owner totaling $100 million. We and our consortium partner have agreed that 60% of the settlement amount will be allocated to our consortium partner and 40% to us. Under the terms of the settlement, we received a complete release for all delays and liquidated damages incurred up to the settlement date. As of September 30, 2011, we had received $28 million of settlement payments and we expect to receive the final settlement payment of $12 million upon the completion of the project. We are currently completing the final start up and commissioning of the facility and addressing customer warranty claims related to the facility’s steam, fire protection, conveyor and backup electrical supply systems that were excluded from the August 23, 2010 settlement agreement. Although we continue to pursue resolution, as a result of extended project delays, we have been experiencing higher than expected warranty costs as a result of equipment suppliers disputing their warranty obligations. During the nine months ended September 30, 2011, in connection with the start up and commissioning activities and the warranty claims, we recognized losses of $19.4 million. We did not record any loss during the quarter ended September 30, 2011. As of September 30, 2011, the cumulative project losses were approximately $107.1 million.
Litigation settlement gross		100.0
Percentage of litigation settlement	40.00%	40.00%
Settlement receipts		28.0
Loss contingency related receivable carrying value	12.0	12.0
Cumulative project losses		107.1
DOE Deactivation, Demolition and Removal Project [Member]
Loss Contingencies [Line Items]
Cumulative project losses	0.4	4.6	11.1
Estimated project completion costs beyond previous estimate		45.0
Description of project contingency		DOE Deactivation, Demolition, and Removal Project: In December 2007, the DOE awarded WGI Ohio a cost-reimbursable task order to perform deactivation, demolition and removal of U.S. government nuclear research laboratory testing facilities at a site in New York State. During 2010, the project experienced contamination and performance incidents. In February 2011, WGI Ohio and the DOE executed a task order modification that changed the contractual terms from cost-reimbursable to at-risk. Through September 30, 2011, WGI Ohio has recorded cumulative losses related to this project of $11.9 million, including an $11.1 million charge during the fiscal year ended December 31, 2010, and charges of $0.4 million and $4.6 million in the quarter and nine months ended September 30, 2011, respectively. On September 1, 2011, the DOE issued WGI Ohio a preliminary notice of violation associated with the contamination incident in 2010 described above and proposed a civil penalty of $0.4 million (which included reductions for corrective actions by WGI Ohio).  On September 28, 2011, WGI Ohio responded to the DOE notice and voluntarily paid the penalty. Due to unanticipated regulatory requirements and permitting delays by federal and state agencies, as well as other reasons, WGI Ohio may be required to perform work outside the scope of the February 2011 task order modification. Additionally, a significant portion of the work on the project continues to be delayed. Based on changes and delays to date, the project completion costs continue to increase beyond the previous estimate by at least $45 million; however, since the project continues to be delayed and the final project plan has not been approved, the final project completion costs are not currently estimable. WGI Ohio believes that the expected project cost increases will be caused by additional work scope, delays and other factors beyond its control that will constitute changes for which it should be compensated. Nonetheless, WGI Ohio can give no assurance that it will not be obligated to pay some or all of the expected project cost increases, which would negatively impact future results of operations.
Payment of civil penalty		$ 0.4

XML

BUSINESS, BASIS OF PRESENTATION, AND ACCOUNTING POLICIES (DETAILS) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2011 employees reportingunits countries	Oct. 01, 2010	Sep. 30, 2011 years employees reportingunits countries	Oct. 01, 2010		Dec. 31, 2010
Cash and cash equivalents (Textuals) [Abstract]
Restricted cash and cash equivalents	$ 21.3		$ 21.3			$ 28.0
Organization, consolidation and presentation of financial statements, as shown (Textuals) [Abstract]
Entity number of employees	47,000		47,000
Number of countries in which entity operates	40		40
Condensed Consolidated Statements of Operations Data [Abstract]
Income (loss) before income taxes	(625.3)	152.7	(352.9)	398.0
Income tax benefit (expense)	39.5	(56.1)	(45.1)	(94.0)	[1],[2]
Net income (loss) including noncontrolling interests	(585.8)	96.6	(398.0)	304.0
Noncontrolling interests in income of consolidated subsidiaries	(37.3)	(26.2)	(96.1)	(76.1)
Net income (loss) attributable to URS	(623.1)	70.4	(494.1)	227.9
Effective income tax rate %		36.70%	(12.80%)	23.60%	[1],[2]
Condensed Consolidated Statements of Comprehensive Income Data [Abstract]
Comprehensive income (loss)	(607.1)	119.6	(399.4)	324.2
Condensed Consolidated Statements of Changes in Stockholders Equity Data [Abstract]
Distributions to noncontrolling interests			(77.5)	(71.7)
Condensed Consolidated Statements of Cash Flows Data [Abstract]
Accounts payable, accrued salaries and employee benefits, and other current liabilities			47.6	(18.9)
As Reported [Member]
Condensed Consolidated Statements of Operations Data [Abstract]
Income (loss) before income taxes		152.7		398.0
Income tax benefit (expense)		(64.9)		(117.3)
Net income (loss) including noncontrolling interests		87.8		280.7
Noncontrolling interests in income of consolidated subsidiaries		(17.4)		(52.8)
Net income (loss) attributable to URS		70.4		227.9
Effective income tax rate %		42.50%		29.50%
Condensed Consolidated Statements of Comprehensive Income Data [Abstract]
Comprehensive income (loss)		110.8		300.9
Condensed Consolidated Statements of Changes in Stockholders Equity Data [Abstract]
Distributions to noncontrolling interests				(48.4)
Condensed Consolidated Statements of Cash Flows Data [Abstract]
Accounts payable, accrued salaries and employee benefits, and other current liabilities				4.4
Adjustment [Member]
Condensed Consolidated Statements of Operations Data [Abstract]
Income tax benefit (expense)		8.8		23.3
Net income (loss) including noncontrolling interests		8.8		23.3
Noncontrolling interests in income of consolidated subsidiaries		(8.8)		(23.3)
Effective income tax rate %		5.80%		5.90%
Condensed Consolidated Statements of Comprehensive Income Data [Abstract]
Comprehensive income (loss)		8.8		23.3
Condensed Consolidated Statements of Changes in Stockholders Equity Data [Abstract]
Distributions to noncontrolling interests				(23.3)
Condensed Consolidated Statements of Cash Flows Data [Abstract]
Accounts payable, accrued salaries and employee benefits, and other current liabilities				$ (23.3)

[1] The 2010 nine-month period includes a decrease of $42.1 million resulting from our decision to indefinitely reinvest the earnings of all of our foreign subsidiaries, as part of our strategy to expand our business globally.

[2] The prior period amounts have been revised as discussed in Note 1, “Business, Basis of Presentation, and Accounting Policies.”