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 June 29, 2012
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 July 30, 2012
Common Stock, $.01 par value	76,856,790

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 contract gains or losses; future backlog and book of business conversion and debookings; future income taxes; future stock-based compensation expenses; future dividends; future bonus, pension and post-retirement expenses; future compliance with regulations; future legal proceedings and accruals; future bonding and insurance coverage; future debt payments and capital expenditures; future changes in foreign currency; 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 regulations; impairment of our goodwill; integration of acquisitions; employee, agent or partner misconduct; our ability to procure government contracts; liabilities for pending and future litigation; environmental liabilities; changes in commodity prices; 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; 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 36, Risk Factors beginning on page 73, 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
		June 29, 2012 and December 30, 2011	2
	Condensed Consolidated Statements of Operations
		Three and six months ended June 29, 2012 and July 1, 2011	3
	Condensed Consolidated Statements of Comprehensive Income
		Three and six months ended June 29, 2012 and July 1, 2011	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity
		Six months ended June 29, 2012 and July 1, 2011	5
	Condensed Consolidated Statements of Cash Flows
		Six months ended June 29, 2012 and July 1, 2011	7
	Notes to Condensed Consolidated Financial Statements		9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operation		36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		71
Item 4.	Controls and Procedures		72
PART II.  OTHER INFORMATION:
Item 1.	Legal Proceedings		72
Item 1A.	Risk Factors		73
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		91
Item 3.	Defaults Upon Senior Securities		91
Item 4.	Mine Safety Disclosure		92
Item 5.	Other Information		92
Item 6.	Exhibits		93

1

Table of Contents

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED6

(In millions, except per share data)

	June 29, 2012			December 30, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	287.8		$	436.0
Accounts receivable, including retentions of $91.3 and $67.5, respectively		1,451.3			1,114.7
Costs and accrued earnings in excess of billings on contracts		1,608.4			1,317.1
Less receivable allowances		(38.3	)		(43.1	)
Net accounts receivable		3,021.4			2,388.7
Deferred tax assets		59.1			63.0
Inventory		79.5			19.5
Other current assets		223.9			181.7
Total current assets		3,671.7			3,088.9
Investments in and advances to unconsolidated joint ventures		253.8			107.7
Property and equipment at cost, net		679.2			269.4
Intangible assets, net		737.2			522.0
Goodwill		3,241.5			2,773.0
Other assets		114.1			101.6
Total assets	$	8,697.5		$	6,862.6
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	86.5		$	61.5
Accounts payable and subcontractors payable, including retentions of $41.0 and $39.6, respectively		782.3			659.1
Accrued salaries and employee benefits		519.6			527.0
Billings in excess of costs and accrued earnings on contracts		280.1			310.8
Other current liabilities		200.9			176.5
Total current liabilities		1,869.4			1,734.9
Long-term debt		2,230.6			737.0
Deferred tax liabilities		372.1			276.5
Self-insurance reserves		143.0			132.7
Pension and post-retirement benefit obligations		266.9			276.0
Other long-term liabilities		246.0			221.1
Total liabilities		5,128.0			3,378.2
Commitments and contingencies (Note 15)
URS stockholders’ equity:
Preferred stock, authorized 3.0 shares; no shares outstanding		—			—
Common stock, par value $.01; authorized 200.0 shares; 88.9 and 87.8 shares issued, respectively; and 76.8 and 76.7 shares outstanding, respectively		0.9			0.9
Treasury stock, 12.1 and 11.1 shares at cost, respectively		(494.9	)		(454.9	)
Additional paid-in capital		2,979.8			2,966.8
Accumulated other comprehensive loss		(122.0	)		(110.8	)
Retained earnings		1,077.9			975.2
Total URS stockholders’ equity		3,441.7			3,377.2
Noncontrolling interests		127.8			107.2
Total stockholders’ equity		3,569.5			3,484.4
Total liabilities and stockholders’ equity	$	8,697.5		$	6,862.6

See Notes to Condensed Consolidated Financial Statements

2

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED6

(In millions, except per share data)

	Three Months Ended						Six Months Ended
	June 29,			July 1,			June 29,			July 1,
	2012			2011			2012			2011
				As Revised						As Revised
Revenues	$	2,690.7		$	2,360.3		$	5,052.2		$	4,680.1
Cost of revenues		(2,527.5	)		(2,228.3	)		(4,730.7	)		(4,431.1	)
General and administrative expenses		(19.4	)		(19.0	)		(39.4	)		(41.4	)
Acquisition-related expenses (Note 7)		(11.3	)		(1.0	)		(16.9	)		(1.0	)
Equity in income of unconsolidated joint ventures		17.0			38.6			45.7			76.0
Operating income		149.5			150.6			310.9			282.6
Interest expense		(20.7	)		(5.1	)		(30.5	)		(10.2	)
Other expenses		(9.2	)		—			(6.7	)		—
Income before income taxes		119.6			145.5			273.7			272.4
Income tax expense		(40.5	)		(45.5	)		(89.1	)		(84.5	)
Net income including noncontrolling interests		79.1			100.0			184.6			187.9
Noncontrolling interests in income of consolidated subsidiaries		(25.5	)		(33.2	)		(51.3	)		(59.0	)
Net income attributable to URS	$	53.6		$	66.8		$	133.3		$	128.9
Earnings per share (Note 3):
Basic	$	0.72		$	0.87		$	1.80		$	1.66
Diluted	$	0.72		$	0.86		$	1.79		$	1.65
Weighted-average shares outstanding (Note 3):
Basic		74.2			77.2			74.1			77.8
Diluted		74.6			77.7			74.4			78.2
Cash dividends declared per share (Note 13)	$	0.20		$	—		$	0.40		$	—

See Notes to Condensed Consolidated Financial Statements

3

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED

(In millions)

	Three Months Ended							Six Months Ended
	June 29,			July 1,				June 29,			July 1,
	2012			2011				2012			2011
Comprehensive income:				As Revised							As Revised
Net income including noncontrolling interests	$	79.1			$	100.0		$	184.6			$	187.9
Pension and post-retirement related adjustments, net of tax		1.0				0.6			2.1				1.2
Foreign currency translation adjustments		(33.7	)			5.6			(12.6	)			18.7
Loss on derivative instruments, net of tax		—				—			(0.7	)			—
Comprehensive income		46.4				106.2			173.4				207.8
Noncontrolling interests in comprehensive income of consolidated subsidiaries		(25.5	)			(33.2	)		(51.3	)			(59.0	)
Comprehensive income attributable to URS	$	20.9			$	73.0		$	122.1			$	148.8

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, 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			—		—			6.1			—			—		6.1			—			6.1
Stock repurchased in connection with exercises of stock options and vesting of restricted stock awards		(0.3	)		—		—			(14.3	)		—			—		(14.3	)		—			(14.3	)
Stock-based compensation		0.9			—		—			22.4			—			—		22.4			—			22.4
Excess tax benefits from stock-based compensation		—			—		—			0.8			—			—		0.8			—			0.8
Foreign currency translation adjustments		—			—		—			—			18.7			—		18.7			—			18.7
Pension and post-retirement related adjustments, net of tax		—			—		—			—			1.2			—		1.2			—			1.2
Repurchases of common stock		(3.0	)		—		(136.7	)		—			—			—		(136.7	)		—			(136.7	)
Distributions to noncontrolling interests		—			—		—			—			—			—		—			(38.6	)		(38.6	)
Contributions and advances from noncontrolling interests		—			—		—			—			—			—		—			5.7			5.7
Other transactions with noncontrolling interests		—			—		—			—			—			—		—			0.7			0.7
Net income including noncontrolling interests		—			—		—			—			—			128.9		128.9			59.0			187.9
Balances, July 1, 2011		79.7		$	0.9	$	(348.8	)	$	2,939.3		$	(17.0	)	$	1,569.9	$	4,144.3		$	110.6		$	4,254.9

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 30, 2011		76.7		$	0.9	$	(454.9	)	$	2,966.8		$	(110.8	)	$	975.2		$	3,377.2		$	107.2		$	3,484.4
Employee stock purchases and exercises of stock options		0.2			—		—			6.2			—			—			6.2			—			6.2
Stock repurchased in connection with exercises of stock options and vesting of restricted stock awards		(0.3	)		—		—			(14.5	)		—			—			(14.5	)		—			(14.5	)
Stock-based compensation		1.2			—		—			21.3			—			—			21.3			—			21.3
Foreign currency translation adjustments		—			—		—			—			(12.6	)		—			(12.6	)		—			(12.6	)
Pension and post-retirement related adjustments, net of tax		—			—		—			—			2.1			—			2.1			—			2.1
Loss on derivative instruments, net of tax		—			—		—			—			(0.7	)		—			(0.7	)		—			(0.7	)
Repurchases of common stock		(1.0	)		—		(40.0	)		—			—			—			(40.0	)		—			(40.0	)
Cash dividends declared		—			—		—			—			—			(30.6	)		(30.6	)		—			(30.6	)
Noncontrolling interests from an acquisition		—			—		—			—			—			—			—			2.0			2.0
Distributions to noncontrolling interests		—			—		—			—			—			—			—			(35.2	)		(35.2	)
Contributions and advances from noncontrolling interests		—			—		—			—			—			—			—			0.7			0.7
Other transactions with noncontrolling interests		—			—		—			—			—			—			—			1.8			1.8
Net income including noncontrolling interests		—			—		—			—			—			133.3			133.3			51.3			184.6
Balances, June 29, 2012		76.8		$	0.9	$	(494.9	)	$	2,979.8		$	(122.0	)	$	1,077.9		$	3,441.7		$	127.8		$	3,569.5

See Notes to Condensed Consolidated Financial Statements

6

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(In millions)

	Six Months Ended
	June 29,			July 1,
	2012			2011
Cash flows from operating activities:				As Revised
Net income including noncontrolling interests	$	184.6		$	187.9
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		50.4			40.8
Amortization of intangible assets		42.6			28.2
Amortization of debt issuance costs and discount/premium		2.5			3.2
Foreign currency losses related to foreign currency derivatives and intercompany loans		6.7			—
Normal profit		(2.4	)		3.4
Provision for doubtful accounts		—			6.6
Deferred income taxes		18.9			24.8
Stock-based compensation		21.3			22.4
Excess tax benefits from stock-based compensation		—			(0.8	)
Equity in income of unconsolidated joint ventures		(45.7	)		(76.0	)
Dividends received from unconsolidated joint ventures		46.5			41.4
Changes in operating assets, liabilities and other, net of effects of business acquisitions:
Accounts receivable and costs and accrued earnings in excess of billings on contracts		(97.7	)		23.3
Inventory		0.8			(6.5	)
Other current assets		(13.0	)		(6.7	)
Advances to unconsolidated joint ventures		(1.1	)		(3.8	)
Accounts payable, accrued salaries and employee benefits, and other current liabilities		(170.3	)		(42.8	)
Billings in excess of costs and accrued earnings on contracts		(34.3	)		19.2
Other long-term liabilities		(2.7	)		(3.8	)
Other assets		7.8			2.1
Total adjustments and changes		(169.7	)		75.0
Net cash from operating activities		14.9			262.9
Cash flows from investing activities:
Payments for business acquisitions, net of cash acquired		(1,345.7	)		(278.8	)
Proceeds from disposal of property and equipment		13.0			2.2
Payments in settlement of foreign currency forward contracts		(1,260.6	)		—
Receipts in settlement of foreign currency forward contracts		1,260.3			—
Investments in unconsolidated joint ventures		(2.0	)		(12.0	)
Changes in restricted cash		—			(0.3	)
Capital expenditures, less equipment purchased through capital leases and equipment notes		(49.0	)		(31.3	)
Net cash from investing activities		(1,384.0	)		(320.2	)

See Notes to Condensed Consolidated Financial Statements

7

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED (continued)

(In millions)

	Six Months Ended
	June 29,			July 1,
	2012			2011
Cash flows from financing activities:				As Revised
Borrowings from long-term debt		998.9			—
Payments on long-term debt		(3.1	)		(4.4	)
Borrowings from revolving line of credit		560.0			100.0
Payments on revolving line of credit		(263.6	)		(50.0	)
Net payments under foreign lines of credit and short-term notes		(6.6	)		5.8
Net change in overdrafts		30.8			32.3
Payments on capital lease obligations		(5.0	)		(4.1	)
Payments of debt issuance costs		(8.8	)		—
Excess tax benefits from stock-based compensation		—			0.8
Proceeds from employee stock purchases and exercises of stock options		6.2			6.1
Distributions to noncontrolling interests		(35.2	)		(38.6	)
Contributions and advances from noncontrolling interests		2.2			6.1
Dividends paid		(14.9	)		—
Repurchases of common stock		(40.0	)		(136.7	)
Net cash from financing activities		1,220.9			(82.7	)
Net change in cash and cash equivalents		(148.2	)		(140.0	)
Cash and cash equivalents at beginning of period		436.0			573.8
Cash and cash equivalents at end of period	$	287.8		$	433.8
Supplemental information:
Interest paid	$	18.3		$	7.8
Taxes paid	$	82.7		$	92.6
Supplemental schedule of non-cash investing and financing activities:
Equipment acquired with capital lease obligations and equipment note obligations	$	10.5		$	5.1
Cash dividends declared but not paid	$	15.7		$	—

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 57,000 employees in a global network of offices and contract-specific job sites in nearly 50 countries.  We operate through four reporting segments:  the Infrastructure & Environment Division, the Federal Services Division, the Energy & Construction Division, and the Oil & Gas Division.  Our Oil & Gas Division is comprised of the former operations of Flint Energy Services Ltd. (“Flint”), which we acquired on May 14, 2012.

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 for the year ended December 30, 2011.  The results of operations for the three and six months ended June 29, 2012 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.

The operating results of Flint from the acquisition date through June 29, 2012 are included in our condensed consolidated financial statements under the Oil & Gas Division.  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

During fiscal year 2011, we identified an error related to the calculation and presentation of income tax expense.  Historically, we 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”).  After further analysis, we 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 six months ended July 1, 2011 by $9.4 million and $14.4 million, respectively.  Our effective income tax rate for the three and six months ended July 1, 2011 was overstated by 6.4 percentage points and 5.3 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 Securities and Exchange Commission’s (“SEC”) 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 six months ended July 1, 2011 have been revised to correct the immaterial errors described above.

10

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(continued)

The effects of these revisions on the line items within our condensed consolidated financial statements and on the effective tax rates for the three and six months ended July 1, 2011 are as follows:

	Three Months Ended									Six Months Ended
	July 1, 2011									July 1, 2011
	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	$	145.5		$	—		$	145.5		$	272.4		$	—		$	272.4
Income tax expense		(54.9	)		9.4			(45.5	)		(98.9	)		14.4			(84.5	)
Net income including noncontrolling interests		90.6			9.4			100.0			173.5			14.4			187.9
Noncontrolling interests in income of consolidated subsidiaries		(23.8	)		(9.4	)		(33.2	)		(44.6	)		(14.4	)		(59.0	)
Net income attributable to URS	$	66.8		$	—		$	66.8		$	128.9		$	—		$	128.9
Effective income tax rate		37.7	%		6.4	%		31.3	%		36.3	%		5.3	%		31.0	%
Condensed Consolidated Statements of Comprehensive Income Data:
Net income including noncontrolling interests	$	90.6		$	9.4		$	100.0		$	173.5		$	14.4		$	187.9
Comprehensive income	$	96.8		$	9.4		$	106.2		$	193.4		$	14.4		$	207.8
Noncontrolling interests in comprehensive income of consolidated subsidiaries	$	(23.8	)	$	(9.4	)	$	(33.2	)	$	(44.6	)	$	(14.4	)	$	(59.0	)
Condensed Consolidated Statements of Changes in Stockholders' Equity Data:
Distributions to noncontrolling interests										$	(24.2	)	$	(14.4	)	$	(38.6	)
Noncontrolling interests in comprehensive income of consolidated subsidiaries										$	44.6		$	14.4		$	59.0
Condensed Consolidated Statements of Cash Flows Data:
Cash flows from operating activities:
Net income including noncontrolling interests										$	173.5		$	14.4		$	187.9
Accounts payable, accrued salaries and employee benefits, and other current liabilities										$	(30.0	)	$	(12.8	)	$	(42.8	)
Other long-term liabilities										$	(2.2	)	$	(1.6	)	$	(3.8	)

Reclassifications

We made reclassifications to the prior years’ 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.  As of both periods ended June 29, 2012 and December 30, 2011, our restricted cash balances were $21.0 million.  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.”

11

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(continued)

Foreign Currency Translation

We determine the functional currency of our international operating entities based upon the currency of the primary environment in which they operate.  Where the functional currency is not the U.S. dollar, translation of assets and liabilities to U.S. dollars is based on exchange rates at the balance sheet date.  Translation of revenue and expenses to U.S. dollars is based on the average rate during the period.  Foreign currency differences arising from translation is reported as a component of other comprehensive income (loss).  Foreign currency differences arising from transactions denominated in currencies other than the functional currency, such as selling services or purchasing materials, results in transaction gains or losses.  Such gains or losses on these foreign currency transactions are generally included in results of operations.

Foreign currency differences arising from the translation of intercompany loans from a foreign currency into the functional currency of an entity, which are of a long-term investment nature (that is, settlement is not planned or anticipated in the foreseeable future) are recorded in “Accumulated other comprehensive income (loss)” on our Condensed Consolidated Balance Sheets.  Foreign currency differences arising from the translation of other intercompany loans from a foreign currency into the functional currency of an entity are recorded in “Other expenses” on our Condensed Consolidated Statements of Operations.

Inventory

Inventory is stated at cost (first-in, first-out or average cost), but not in excess of net realizable value.  Net realizable value represents the estimated selling price for inventory less the estimated costs of completion and the estimated costs associated with the sale.  The cost of inventory includes expenditures incurred in acquiring the inventory, production or conversion costs, and other costs incurred in bringing the inventory items to their existing location and condition.  For manufactured inventory and work in progress, cost includes overhead allocated based on normal operating capacity.  A write down for excess or inactive inventory is recorded based upon an analysis that considers current inventory levels, historical usage patterns, future sales expectations and salvage value.

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

An accounting standard update related to goodwill impairment testing was issued.  The update provides companies with the option to proceed directly to the first step of the two-step goodwill impairment test or perform a qualitative assessment to first assess whether the fair value of a reporting unit is less than its carrying amount, referred to as “step zero.”  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 was effective for us beginning with our first interim period of fiscal year 2012.  The adoption of the standard is not expected 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 standard requires, among other disclosures, 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.  Among the new provisions of this standard was a requirement for entities to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented (for both interim and annual financial statements); however, a subsequent accounting standard update was issued, which indefinitely deferred the requirement to present reclassification adjustments.  Excluding the deferred requirement, the remaining portion of the standard was effective for us beginning with our first interim period of fiscal year 2012.  However, because we have historically presented the components of net income and the components of other comprehensive income in two separate but consecutive statements, the adoption of this standard did not have a material impact on our condensed consolidated financial statements.

12

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(continued)

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 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 was effective for us beginning with our first interim period of fiscal year 2012.  The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

An accounting standard update was issued related to new disclosures on offsetting assets and liabilities of financial and derivative instruments.  The amendments require the disclosure of gross asset and liability amounts, amounts offset on the balance sheet and amounts subject to the offsetting requirements, but not offset on the balance sheet.  The standard update is effective for us beginning with our first interim period in fiscal year 2013.  This standard does not amend the existing guidance on when it is appropriate to offset.  We do not expect the adoption of this standard to have a material impact on our condensed consolidated financial statements.

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.  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 shares of common stock outstanding for both basic and diluted EPS:

	Three Months Ended		Six Months Ended
	June 29,	July 1,	June 29,	July 1,
(In millions)	2012	2011	2012	2011
Weighted-average shares of common stock outstanding (1)	74.2	77.2	74.1	77.8
Effect of dilutive stock options, restricted stock awards and units and employee stock purchase plan shares	0.4	0.5	0.3	0.4
Weighted-average shares of common stock outstanding – Diluted	74.6	77.7	74.4	78.2

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

	June 29,		July 1,
(In millions)	2012		2011
Anti-dilutive equity awards not included above		0.7		0.3

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 (also referred to as “Unbilled Accounts Receivable”) 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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(continued)

Accounts receivable and Unbilled Accounts Receivable 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 Unbilled Accounts Receivable includes 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 June 29, 2012 and December 30, 2011, we had receivables with contractual terms in excess of one year of $353.6 million and $257.0 million, respectively.

The following table summarizes the components of our accounts receivable and Unbilled Accounts Receivable with the U.S. federal government and with other customers as of June 29, 2012 and December 30, 2011:

	June 29,		December 30,
(In millions)	2012		2011
Accounts receivable:
U.S. federal government	$	398.4	$	391.2
Others		1,052.9		723.5
Total accounts receivable	$	1,451.3	$	1,114.7
Unbilled Accounts Receivable:
U.S. federal government	$	846.8	$	758.9
Others		761.6		558.2
Total costs and accrued earnings in excess of billings on contracts	$	1,608.4	$	1,317.1

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

·   Operations, maintenance, asset management and project management services to the Canadian energy sector.

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.

14

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(continued)

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 six months ended June 29, 2012.

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:

	June 29,		December 30,
(In millions)	2012		2011
Cash and cash equivalents	$	69.6	$	91.4
Net accounts receivable		353.7		313.3
Other current assets		2.4		1.5
Noncurrent assets		40.5		36.9
Total assets	$	466.2	$	443.1
Accounts and subcontractors payable	$	165.1	$	151.9
Billings in excess of costs and accrued earnings on contracts		13.7		35.2
Accrued expenses and other		29.7		30.6
Noncurrent liabilities		20.6		15.2
Total liabilities		229.1		232.9
Total URS equity		109.3		103.0
Noncontrolling interests		127.8		107.2
Total owners’ equity		237.1		210.2
Total liabilities and owners’ equity	$	466.2	$	443.1

Total revenues of the consolidated joint ventures were $642.4 million and $426.5 million for the three months ended June 29, 2012 and July 1, 2011, respectively, and $1.0 billion and $870.9 million for the six months ended June 29, 2012 and July 1, 2011, 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.

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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
June 29, 2012
Current assets	$	648.0
Noncurrent assets	$	20.7
Current liabilities	$	412.8
Noncurrent liabilities	$	8.1
December 30, 2011
Current assets	$	457.6
Noncurrent assets	$	8.8
Current liabilities	$	288.1
Noncurrent liabilities	$	0.1
Three months ended June 29, 2012 (1)
Revenues	$	380.9
Cost of revenues	$	(332.1)
Income from continuing operations before tax	$	48.8
Net income	$	46.0
Three months ended July 1, 2011 (1)
Revenues	$	363.7
Cost of revenues	$	(280.5)
Income from continuing operations before tax	$	83.2
Net income	$	79.5
Six months ended June 29, 2012 (1)
Revenues	$	744.8
Cost of revenues	$	(632.1)
Income from continuing operations before tax	$	112.7
Net income	$	104.1
Six months ended July 1, 2011 (1)
Revenues	$	719.6
Cost of revenues	$	(560.1)
Income from continuing operations before tax	$	159.5
Net income	$	146.9

(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.

We received $27.9 million and $29.5 million, respectively, of distributions from unconsolidated joint ventures for the three months ended June 29, 2012 and July 1, 2011 and $46.5 million and $41.4 million, respectively, for the six months ended June 29, 2012 and July 1, 2011.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(continued)

Maximum Exposure to Loss

In addition to potential losses arising out of 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:

	June 29,			December 30,
(In millions)	2012			2011
Construction and mining equipment	$	234.6		$	95.3
Computer software		207.7			186.3
Computer hardware		197.8			186.8
Vehicles and automotive equipment		165.1			7.7
Leasehold improvements		120.2			109.0
Land and buildings		107.4			9.2
Furniture and fixtures		93.2			91.5
Other equipment		72.5			70.8
Construction in progress		6.8			0.2
		1,205.3			756.8
Accumulated depreciation and amortization		(526.1	)		(487.4	)
Property and equipment at cost, net (1)	$	679.2		$	269.4

(1)   The unamortized computer software costs were $71.2 million and $60.8 million, respectively, as of June 29, 2012 and December 30, 2011.

17

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(continued)

NOTE 7.  ACQUISITION

Flint Acquisition

On May 14, 2012, we acquired the outstanding common shares of Flint for C$25.00 per share in cash, or C$1.24 billion (US$1.24 billion based on the exchange rate on the date of acquisition) and paid $110.3 million of Flint's debt prior to the closing of the transaction in exchange for a promissory note from Flint.  On the date of acquisition, Flint had outstanding Canadian senior notes with a face value of C$175.0 million (US$175.0 million), in addition to $31.6 million of other indebtedness.  Flint provides construction and maintenance services to clients in the oil and gas industry.This acquisition expands our presence in the oil and gas market sector, most notably in the North American unconventional oil and gas segments of this market.  Upon completion of the acquisition, Flint joined URS as our new Oil & Gas Division and had approximately 11,000 employees with a network of approximately 80 office locations in North America.  Our condensed consolidated financial statements include the operating results of Flint after the date of acquisition, which are included as the results of our Oil & Gas Division.

The following table presents a preliminary allocation of Flint’s 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:
(In millions)
Identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	4
Trade and other receivables		544
Inventory		61
Other current assets		38
Investments in and advances to unconsolidated joint ventures		147
Property and equipment		420
Other assets		12
Identifiable intangible assets:
Customer relationships, contracts and backlog		159
Trade names		94
Other		13
Total amount allocated to identifiable intangible assets		266
Current liabilities		(267)
Net deferred tax liabilities		(84)
Long-term debt		(236)
Other long-term liabilities		(28)
Total identifiable net assets acquired		877
Goodwill		475
Total purchase price	$	1,352

Intangible assets.  Intangible assets include customer relationships, contracts and backlog, trade name and other intangible assets associated with the Flint acquisition.  During the seven-week period from the acquisition date through June 29, 2012, we recorded $8.6 million of amortization of intangible assets.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(continued)

Customer relationships represent existing contracts and the underlying customer relationships and backlog.  The estimated useful lives, ranging from one to 13 years, are amortized based on the period over which the economic benefits of the intangible assets are expected to be realized.

Trade names represent the fair values of the acquired trade names and trademarks.  The estimated useful lives of the trade names are 40 years.  Other intangible assets represent the fair values of the existing non-compete agreements, supply contract agreement, and patents, which have estimated useful lives ranging from one to seven years.  We amortize the fair values using the straight-line method over their estimated useful lives. 

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 from the acquisition of Flint include acquiring a workforce with capabilities in the Oil & Gas market and cost savings opportunities.  This acquisition generated $475 million of goodwill, which is included in our Oil & Gas Division.  None of the total acquired goodwill is expected to be tax deductible.

Investments in and advances to unconsolidated joint ventures.  As a result of the Flint acquisition, we hold a 50% voting and economic interest in a joint venture which provides operations, maintenance, asset management and project management services to the North American energy sector.  The fair value of our investment in this joint venture at the acquisition date was higher than the underlying equity interest.  This difference of $128.5million includes $37.9 million representing intangible assets.  The intangible assets are being amortized, as a reduction to earnings against equity in income of unconsolidated joint ventures, over a period ranging from three to 40 years.

Acquisition-Related Expenses

In connection with the acquisition of Flint, we recognized $11.3 million and $16.9 million, respectively, for the three and six months ended June 29, 2012 in “Acquisition-related expenses” on our Condensed Consolidated Statements of Operations.  The acquisition-related expenses consisted of investment banking, legal, tax and accounting fees, and other external costs directly related to the acquisition.

Pro Forma Results

The unaudited financial information in the table below summarizes the combined results of the operations of URS Corporation and Flint for the three and six months ended June 29, 2012 and July 1, 2011, on a pro forma basis, as though the companies had been combined as of the beginning of the first period presented.  The pro forma financial information includes the accounting effects of the business combination, including adjustments to the amortization of intangible assets, depreciation of property, plant and equipment, interest expense, adjustments to conform to U.S. GAAP, new compensation agreements, and foreign currency gains or losses arising from internal financing arrangements.  The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the first period presented, nor should it be taken as indicative of our future consolidated results of operations.

	Three Months		Three Months		Six Months		Six Months
Unaudited (In millions, except per share data)	Ended		Ended		Ended		Ended
	June 29, 2012		July 1, 2011		June 29, 2012		July 1, 2011
Revenues	$	2,934.4	$	2,711.0	$	5,866.2	$	5,370.7
Net income including noncontrolling interests	$	68.8	$	77.2	$	183.1	$	101.6
Net income attributable to URS	$	43.1	$	44.0	$	131.6	$	42.6
Basic EPS	$	0.58	$	0.57	$	1.78	$	0.55
Diluted EPS	$	0.58	$	0.57	$	1.77	$	0.55

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(continued)

The table below shows the material pre-tax, nonrecurring adjustment in the pro forma financial information for the three and six months ended June 29, 2012 and July 1, 2011.

Three Months

Three Months

Six Months

Six Months

Pre-tax, nonrecurring adjustment (In millions)

Ended

Ended

Ended

Ended

June 29, 2012

July 1, 2011

June 29, 2012

July 1, 2011 (1)

Acquisition-related expenses

$

21.1

$

—

$

28.4

$

(28.9

)

(1)   Included in the pro forma results for the six months ended July 1, 2011 is a nonrecurring adjustment related to URS and Flint acquisition-related expenses.  These expenses were included in the fiscal year 2011 pro forma results as if the acquisition occurred at the beginning of that fiscal year. 

NOTE 8.  INVENTORY

Inventory. Inventory is stated at cost (first-in, first-out or average cost), but not in excess of net realizable value.  The table below presents the components of inventory.

	June 29,		December 30,
(In millions)	2012		2011
Raw materials	$	16.3	$	2.7
Work in progress		26.2		16.8
Finished goods		26.3		—
Supplies		10.7		—
Total	$	79.5	$	19.5

NOTE 9.  INDEBTEDNESS

Indebtedness consisted of the following:

	June 29,		December 30,
(In millions)	2012		2011
Bank term loan, net of debt issuance costs	$	695.7	$	695.1
3.85% Senior Notes (net of discount)		399.5		—
5.00% Senior Notes (net of discount)		599.4		—
7.50% Canadian Notes (including premium)		198.1		—
Revolving line of credit		320.0		23.0
Obligations under capital leases		52.8		27.3
Notes payable, Loan Notes, and foreign credit lines		51.6		53.1
Total indebtedness		2,317.1		798.5
Less:
Current portion of long-term debt		86.5		61.5
Long-term debt	$	2,230.6	$	737.0

20

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(continued)

2011 Credit Facility

As of each of June 29, 2012 and December 30, 2011, the outstanding balance of the term loan under our 2011 Credit Facility was $700.0 million.  As of June 29, 2012 and December 30, 2011, the interest rates applicable to the term loan were 1.75% and 1.80%, respectively.  Loans outstanding under our 2011 Credit Facility bear interest, at our option, at the base rate or at the London Interbank Offered Rate (“LIBOR”) 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 interest rate at which we normally borrow is LIBOR plus 150 basis points.

We were in compliance with the covenants of our 2011 Credit Facility as of June 29, 2012.

Senior Notes and Canadian Notes

On March 15, 2012, we issued in a private placement $400.0 million aggregate principal amount of 3.85% Senior Notes due on April 1, 2017 and $600.0 million aggregate principal amount of 5.00% Senior Notes due on April 1, 2022 (collectively, the “Senior Notes”).  As of June 29, 2012, the outstanding balance of the Senior Notes was $998.9 million, net of $1.1 million of discount.

Interest on the Senior Notes is payable semi-annually on April 1 and October 1 of each year beginning on October 1, 2012.  The net proceeds of the Senior Notes were used to fund the acquisition of Flint.  We may redeem the Senior Notes, in whole or in part, at any time and from time to time, at a price equal to 100% of the principal amount, plus a "make-whole" premium and accrued and unpaid interest as described in the indenture.  In addition, we may redeem all or a portion of the 5.00% Senior Notes at any time on or after the date that is three months prior to the maturity date of those Senior Notes, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed.  We may also, at our option, redeem the Senior Notes, in whole, at 100% of the principal amount and accrued and unpaid interest upon the occurrence of certain events that result in an obligation to pay additional amounts as a result of certain specified changes in tax law described in the indenture.  Additionally, if a change of control triggering event occurs, as defined by the terms of the indenture, we will be required to offer to purchase the Senior Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of the purchase.  We are generally not limited under the indenture governing the Senior Notes in our ability to incur additional indebtedness provided we are in compliance with certain restrictive covenants, including restrictions on liens and restrictions on sale and leaseback transactions.

The Senior Notes are our general unsecured senior obligations and rank equally with our other existing and future unsecured senior indebtedness.  The Senior Notes are fully and unconditionally guaranteed (the “Guarantees”) by each of our current and future domestic subsidiaries that are guarantors under our 2011 Credit Facility or that are wholly owned domestic obligors or wholly owned domestic guarantors, individually or collectively, under any future indebtedness of our subsidiaries in excess of $100.0 million (the “Guarantors”).  The Guarantees are the Guarantors’ unsecured senior obligations and rank equally with the Guarantors’ other existing and future unsecured senior indebtedness.

In connection with the sale of the Senior Notes, we entered into a registration rights agreement to file a registration statement with the SEC offering to exchange any privately placed Senior Notes with substantially similar notes, except that the newly exchanged notes will be unrestricted and freely tradable securities.  We will use commercially reasonable efforts to cause the registration statement to be declared effective by the SEC and complete the exchange offer no later than March 15, 2013; otherwise we may be required to pay additional interest to the holders of the Senior Notes.

On May 14, 2012, we guaranteed Flint’s senior notes (the “Canadian Notes”) with an outstanding face value of C$175.0 million (US$175.0 million).  The Canadian Notes mature on June 15, 2019 and bear interest at 7.5% per year, payable in equal installments semi-annually in arrears on June 15 and December 15 of each year.  As of June 29, 2012, the outstanding balance of the Canadian Notes was $198.1 million, including $28.8 million of premium.

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(continued)

The Canadian Notes are Flint’s direct senior unsecured obligations and rank pari passu, subject to statutory preferred exceptions, with URS’ debt.  Prior to June 15, 2014, we may redeem up to 35.0% of the principal amount of the outstanding Canadian Notes with the net cash proceeds of one or more qualified equity offerings at a redemption price equal to 107.5% of the principal amount of the Canadian Notes, provided that at least 65.0% of the aggregate principal amount of the Canadian Notes remain outstanding.  We may also redeem the Canadian Notes prior to June 15, 2015 at a redemption price equal to 100.0% of the principal amount of the Canadian Notes plus an applicable premium.  We may also redeem the Canadian Notes on or after June 15, 2015 at a redemption price equal to 103.8% of the principal amount if redeemed in the twelve-month period beginning June 15, 2015; at a redemption price equal to 101.9% of the principal amount if redeemed in the twelve-month period beginning June 15, 2016 and at a redemption price equal to 100.0% of the principal amount if redeemed in the period beginning June 15, 2017 before maturity.

Upon the occurrence of a change in control, Canadian Notes holders have a right to require that their Notes be redeemed at a cash price equal to 101.0% of the principal amount of the Canadian Notes.  Our acquisition of Flint constituted a change in control under the Canadian Note indenture and, as a result, the holders of the Canadian Notes had the right to require that their Notes be redeemed.  The Canadian Notes also contain covenants limiting us and some of our subsidiaries’ ability to create liens and restricts them from amalgamating, consolidating or merging with or into or winding up or dissolving into another person or selling, leasing, transferring, conveying or otherwise disposing of or assigning all or substantially all of their assets.  The Canadian Notes also contain covenants, which are suspended as long as the Canadian Notes have investment grade ratings that would restrict us and some of our subsidiaries from: making restricted payments, incurring indebtedness, selling assets and entering into transactions with affiliates.  As of June 29, 2012, the Canadian Notes carried investment grade ratings.

We were in compliance with the covenants of our Senior Notes and Canadian Notes as of June 29, 2012.

Revolving Line of Credit

Our revolving line of credit is used to fund daily operating cash needs and to support our standby letters of credit.  In the ordinary course of business, the use of our revolving line of credit is a function of collection and disbursement activities.  Our daily cash needs generally follow a predictable pattern that parallels our payroll cycles, which dictate, as necessary, our short-term borrowing requirements.

As of June 29, 2012 and December 30, 2011, we had an outstanding balance of $320.0 million and $23.0 million on our revolving line of credit, respectively.  As of June 29, 2012, we had issued $130.7 million of letters of credit, leaving $549.3 million available under our revolving credit facility.

Other Indebtedness

Notes payable, Loan Notes, and foreign credit lines.  As of June 29, 2012 and December 30, 2011, we had outstanding amounts of $51.6 million and $53.1 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 4.44% and 4.04% as of June 29, 2012 and December 30, 2011, respectively.  Notes payable primarily include notes used to finance the purchase of office equipment, computer equipment and furniture.

As of June 29, 2012 and December 30, 2011, we had $35.9 million and $33.7 million, respectively, in lines of credit available under all foreign facilities.  As of June 29, 2012 and December 30, 2011, the total outstanding debt balance of our foreign credit lines was $8.1 million and $10.5 million, respectively.

Capital Leases.  As of June 29, 2012 and December 30, 2011, we had obligations under our capital leases of approximately $52.8 million and $27.3 million, respectively, consisting primarily of leases for office equipment, computer equipment, furniture, vehicles and automotive equipment, and construction equipment.

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(continued)

NOTE 10.  FAIR VALUE OF DEBT INSTRUMENTS AND DERIVATIVE INSTRUMENTS

2011 Credit Facility

As of June 29, 2012 and December 30, 2011, the estimated fair market values of the term loan under our 2011 Credit Facility were approximately $696.5 million and $697.4 million, respectively.  The carrying value of this term loan on our Condensed Consolidated Balance Sheets as of both June 29, 2012 and December 30, 2011 was $700.0 million, excluding unamortized debt issuance costs.  The fair value of our term loan was derived by taking the mid-point of the trading prices from an observable market input (Level 2) in the secondary loan market and multiplying it by the outstanding balance of our term loan.

Senior Notes and Canadian Notes

As of June 29, 2012, the estimated fair market value of the Senior Notes and Canadian Notes was approximately $1.20 billion and the carrying value of these notes on our Condensed Consolidated Balance Sheets was $1.20 billion, excluding unamortized discounts and premiums.  The fair value of the Senior Notes was derived by taking the mid-point of the trading prices from an observable market input (Level 2) in the secondary loan market and multiplying it by the outstanding balance of the notes.  The fair value of the Canadian Notes was derived from the present value of the cash flows from interest payments and the principal balance based on the expected redemption value, discounted at a yield as of acquisition date for comparable URS senior unsecured notes (Level 3).

Derivative Instruments

We use our derivative instruments as a risk management tool and not for trading or speculative purposes.  The fair value of each derivative instruments is based on mark-to-model measurements that are interpolated from observable market data, including spot and forward rates, as of June 29, 2012 and for the duration of each derivative’s terms.

Foreign Currency Exchange Contracts

We operate our business globally and our foreign subsidiaries conduct businesses in various foreign currencies.  Therefore, we are subject to foreign currency risk.  From time to time, we may purchase derivative financial instruments in the form of foreign currency exchange contracts to manage specific foreign currency exposures.

During March and April 2012, we entered into various foreign currency forward contracts with an aggregate notional amount of C$1.25 billion (equivalent to US$1.25 billion) with maturity windows ranging from March 7, 2012 to May 31, 2012.  The primary objective of the contracts was to manage our exposure to foreign currency transaction risk related to the funding of our acquisition of Flint in Canadian dollars.  During the second quarter of 2012, we extended C$1.0 billion (equivalent to US$1.0 billion) of these foreign currency forward contracts.  At the end of the second quarter, these contracts were not outstanding.

For the three and six months ended June 29, 2012, we recorded net losses of $2.8 million and $0.3 million, respectively, on our foreign currency forward contracts in “Other expenses” on our Condensed Consolidated Statements of Operations.  We also recorded foreign currency translation losses of $6.4 million on intercompany loans for the three and six months ended June 29, 2012.

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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:

	June 29,		December 30,
(In millions)	2012		2011
Billings in excess of costs and accrued earnings on contracts	$	202.6	$	216.4
Project-related legal liabilities and other project-related reserves		41.6		38.0
Advance payments negotiated as a contract condition		18.0		24.6
Normal profit liabilities		8.2		12.7
Estimated losses on uncompleted contracts		9.7		19.1
Total	$	280.1	$	310.8

NOTE 12.  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 six months ended June 29, 2012 and July 1, 2011 were as follows:

			Three Months Ended
			Domestic Plans				Foreign Plans
			June 29,		July 1,		June 29,		July 1,
(In millions)			2012		2011		2012		2011
Service cost			$	2.0	$	1.7	$	0.1	$	0.1
Interest cost				4.7		4.7		5.7		6.2
Expected return on plan assets				(4.4)		(4.1)		(5.6)		(5.8)
Amortization of:
	Prior service costs			(0.7)		(0.8)		—		—
	Net loss			2.4		1.8		—		—
		Net periodic pension costs	$	4.0	$	3.3	$	0.2	$	0.5
			Six Months Ended
			Domestic Plans				Foreign Plans
			June 29,		July 1,		June 29,		July 1,
(In millions)			2012		2011		2012		2011
Service cost			$	4.0	$	3.4	$	0.2	$	0.2
Interest cost				9.4		9.4		11.3		12.2
Expected return on plan assets				(8.8)		(8.2)		(11.1)		(11.4)
Amortization of:
	Prior service costs			(1.4)		(1.6)		—		—
	Net loss			4.8		3.6		—		—
		Net periodic pension costs	$	8.0	$	6.6	$	0.4	$	1.0

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(continued)

During the three and six months ended June 29, 2012, we made cash contributions, including employer-directed benefit payments, of $7.5 million and $16.5 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 $15.8 million for the remainder of our 2012 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 six months ended June 29, 2012 and July 1, 2011 were as follows:

	Three Months Ended								Six Months Ended
	June 29,				July 1,				June 29,				July 1,
(In millions)	2012				2011				2012				2011
Interest cost		$	0.5			$	0.5			$	1.0			$	1.0
Expected return on plan assets			(0.1	)			(0.1	)			(0.2	)			(0.2	)
Net periodic benefit costs		$	0.4			$	0.4			$	0.8			$	0.8

During the three and six months ended June 29, 2012, we made cash contributions, including employer-directed benefit payments, of $1.0 million and $1.8 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 $1.7 million for the remainder of our 2012 fiscal year.

NOTE 13.  STOCKHOLDERS' EQUITY

Dividend Program

On February 24, 2012, our Board of Directors approved the initiation of a regular quarterly cash dividend program. Our Board of Directors declared the following dividends:

	Dividend		Record	Total		Payment
Declaration Date	Per Share		Date	Amount		Date
(In millions, except per share data)
February 24, 2012	$	0.20	March 16, 2012	$	15.2	April 6, 2012
May 4, 2012	$	0.20	June 15, 2012	$	15.4	July 6, 2012
August 3, 2012	$	0.20	September 14, 2012	$	NA	October 5, 2012

Equity Incentive Plans

As of June 29, 2012, approximately 3.5 million shares had been issued as restricted stock awards and 0.5 million shares were issuable upon the vesting of restricted stock units under our 2008 Equity Incentive Plan (the “2008 Plan”).  In addition, approximately 1.0 million shares remained reserved for future grants under the 2008 Plan.

Stock Repurchase Program

The following table summarizes our stock repurchase activities for the three and six months ended June 29, 2012 and July 1, 2011:

	Three Months Ended						Six Months Ended
	June 29,			July 1,			June 29,			July 1,
(In millions, except average price paid per share)	2012			2011			2012			2011
Common stock repurchase shares			—			—			1.0			3.0
Average price paid per share		$	—		$	—		$	40.00		$	45.58
Common stock repurchase		$	—		$	—		$	40.0		$	136.7

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(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 and our employee stock purchase plan for the three and six months ended June 29, 2012 and July 1, 2011:

	Three Months Ended				Six Months Ended
	June 29,		July 1,		June 29,		July 1,
(In millions)	2012		2011		2012		2011
Stock-based compensation expense:
Restricted stock awards and units	$	9.8	$	10.4	$	21.0	$	22.2
Employee stock purchase plan		0.1		0.1		0.3		0.2
Stock-based compensation expense	$	9.9	$	10.5	$	21.3	$	22.4
Stock-based compensation expense included in:
Cost of revenues	$	7.7	$	7.9		16.2		16.6
General and administrative expense		2.2		2.6		5.1		5.8
Stock-based compensation expense	$	9.9	$	10.5	$	21.3	$	22.4

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(continued)

NOTE 14.  SEGMENT AND RELATED INFORMATION

We operate our business through the following four segments:

·   Infrastructure & Environment Division 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 Division 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.

·   Energy & ConstructionDivision 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.

·   Oil & Gas Division provides oilfield services, including rig transportation and fluid hauling services, facility and pipeline construction, module fabrication, and maintenance services, for the oil and gas industry in the U.S. and Canada.

These four 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 for the year ended December 30, 2011.  The information disclosed in our condensed consolidated financial statements is based on the four segments that comprise our current organizational structure.

Prior to the beginning of our 2012 fiscal year, we used segment contribution to assess performance and make decisions concerning resource allocation.  Segment contribution was defined 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.

Effective at the beginning of our 2012 fiscal year, we adopted a new internal profit measurement referred to as “URS operating income,” defined as segment operating income after reduction for pre-tax noncontrolling interests.  This new measurement method minimizes the reconciling items between internal profit measurement and GAAP operating income.  For comparative purposes, we made reclassifications to the prior year’s data to conform them to the current period’s presentation.

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(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						Six Months Ended
	June 29,			July 1,			June 29,			July 1,
(In millions)	2012			2011			2012			2011
Revenues
Infrastructure & Environment	$	966.3		$	929.5		$	1,930.4		$	1,839.4
Federal Services (1)		718.2			668.6			1,435.3			1,249.8
Energy & Construction		777.9			810.5			1,503.6			1,676.8
Oil & Gas (2)		277.5			—			277.5			—
Inter-segment, eliminations and other		(49.2	)		(48.3	)		(94.6	)		(85.9	)
Total revenues	$	2,690.7		$	2,360.3		$	5,052.2		$	4,680.1
Equity in income of unconsolidated joint ventures
Infrastructure & Environment	$	(1.0	)	$	1.1		$	(0.1	)	$	2.1
Federal Services		1.7			1.6			3.3			3.1
Energy & Construction		15.7			35.9			41.9			70.8
Oil & Gas (2)		0.6			—			0.6			—
Total equity in income of unconsolidated joint ventures	$	17.0		$	38.6		$	45.7		$	76.0
URS operating income (3)
Infrastructure & Environment	$	62.1		$	53.9		$	107.6		$	110.7
Federal Services (1)		59.8			45.8			152.7			81.6
Energy & Construction		29.6			36.7			52.4			72.7
Oil & Gas (2)		3.2			—			3.2			—
Corporate (4)		(30.7	)		(19.0	)		(56.3	)		(41.4	)
Total URS operating income	$	124.0		$	117.4		$	259.6		$	223.6
Operating income
Infrastructure & Environment	$	62.6		$	54.3		$	108.6		$	109.9
Federal Services (1)		59.8			45.8			152.7			81.6
Energy & Construction		54.8			69.5			102.9			132.5
Oil & Gas (2)		3.0			—			3.0			—
Corporate (4)		(30.7	)		(19.0	)		(56.3	)		(41.4	)
Total operating income	$	149.5		$	150.6		$	310.9		$	282.6
Depreciation and amortization
Infrastructure & Environment	$	14.3		$	14.3		$	28.7		$	26.5
Federal Services (1)		9.1			6.1			18.7			11.5
Energy & Construction		12.1			13.8			23.8			27.6
Oil & Gas (2)		18.7			—			18.7			—
Corporate (4)		1.6			1.5			3.1			3.4
Total depreciation and amortization	$	55.8		$	35.7		$	93.0		$	69.0

(1)   The operating results of Apptis Holdings, Inc. (“Apptis”) have been included in our consolidated results since the acquisition on June 1, 2011.

(2)   The operating results of Flint have been included in our consolidated results since the acquisition on May 14, 2012.

(3)   We are providing information regarding URS operating income by segment because management uses this information to assess performance and make decisions about resource allocation.

(4)   Corporate includes expenses related to corporate functions and acquisition-related expenses.

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(continued)

Reconciliations of URS operating income by segment to segment operating income for the three and six months ended June 29, 2012 and July 1, 2011 are as follows:

	Three Months Ended June 29, 2012
	Infrastructure							Energy			Oil
	&				Federal			&			&
(In millions)	Environment				Services			Construction			Gas				Corporate				Consolidated
URS operating income (loss)		$	62.1			$	59.8		$	29.6		$	3.2			$	(30.7	)		$	124.0
Noncontrolling interests			0.5				—			25.2			(0.2	)			—				25.5
Operating income (loss)		$	62.6			$	59.8		$	54.8		$	3.0			$	(30.7	)		$	149.5
	Three Months Ended July 1, 2011
	Infrastructure							Energy			Oil
	&				Federal			&			&
(In millions)	Environment				Services			Construction			Gas				Corporate				Consolidated
URS operating income (loss)		$	53.9			$	45.8		$	36.7		$	—			$	(19.0	)		$	117.4
Noncontrolling interests			0.4				—			32.8			—				—				33.2
Operating income (loss)		$	54.3			$	45.8		$	69.5		$	—			$	(19.0	)		$	150.6
	Six Months Ended June 29, 2012
	Infrastructure							Energy			Oil
	&				Federal			&			&
(In millions)	Environment				Services			Construction			Gas				Corporate				Consolidated
URS operating income (loss)		$	107.6			$	152.7		$	52.4		$	3.2			$	(56.3	)		$	259.6
Noncontrolling interests			1.0				—			50.5			(0.2	)			—				51.3
Operating income (loss)		$	108.6			$	152.7		$	102.9		$	3.0			$	(56.3	)		$	310.9
	Six Months Ended July 1, 2011
	Infrastructure							Energy			Oil
	&				Federal			&			&
(In millions)	Environment				Services			Construction			Gas				Corporate				Consolidated
URS operating income (loss)		$	110.7			$	81.6		$	72.7		$	—			$	(41.4	)		$	223.6
Noncontrolling interests			(0.8	)			—			59.8			—				—				59.0
Operating income (loss)		$	109.9			$	81.6		$	132.5		$	—			$	(41.4	)		$	282.6

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(continued)

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

	June 29,		December 30,
(In millions)	2012		2011
Infrastructure & Environment	$	6.9	$	6.3
Federal Services		5.4		5.1
Energy & Construction		101.1		96.3
Oil & Gas		140.4		—
Total investments in and advances to unconsolidated joint ventures	$	253.8	$	107.7
Infrastructure & Environment	$	139.4	$	140.5
Federal Services		39.8		46.2
Energy & Construction		60.2		61.8
Oil & Gas		415.1		—
Corporate		24.7		20.9
Total property and equipment, net of accumulated depreciation	$	679.2	$	269.4

Total assets by segment are as follows:

	June 29,		December 30,
(In millions)	2012		2011
Infrastructure & Environment (1)	$	2,289.0	$	2,287.3
Federal Services (1)		1,617.6		1,582.4
Energy & Construction (1)		2,692.0		2,611.9
Oil & Gas (1)		1,879.3		—
Corporate (1)		219.6		381.0
Total assets	$	8,697.5	$	6,862.6

(1)   Total assets by segments are net of investments in subsidiaries.

Geographic Areas

Our revenues by geographic areas are shown below:

	Three Months Ended								Six Months Ended
	June 29,				July 1,				June 29,				July 1,
(In millions)	2012				2011				2012				2011
Revenues
United States		$	2,179.0			$	2,040.6			$	4,249.2			$	4,068.5
International (1)			519.0				326.9				820.0				624.9
Eliminations			(7.3	)			(7.2	)			(17.0	)			(13.3	)
Total revenues		$	2,690.7			$	2,360.3			$	5,052.2			$	4,680.1

(1)   No individual foreign country contributed more than 10% of our consolidated revenues for the three and six months ended June 29, 2012 and July 1, 2011.

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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 by division for the three and six months ended June 29, 2012 and July 1, 2011 are presented below:

	Three Months Ended						Six Months Ended
	June 29,			July 1,			June 29,			July 1,
(In millions, except percentages)	2012			2011			2012			2011
The U.S. Army (1)
Infrastructure & Environment	$	43.6		$	33.9		$	87.4		$	72.5
Federal Services		374.4			344.5			747.5			650.3
Energy & Construction		25.6			58.4			50.5			119.3
Total U.S. Army	$	443.6		$	436.8		$	885.4		$	842.1
Revenues from the U.S. Army as a percentage of our consolidated revenues		16	%		19	%		18	%		18	%
DOE
Infrastructure & Environment	$	2.3		$	1.8		$	3.4		$	3.4
Federal Services		7.2			5.6			13.1			9.2
Energy & Construction		240.2			324.2			493.2			626.9
Total DOE	$	249.7		$	331.6		$	509.7		$	639.5
Revenues from DOE as a percentage of our consolidated revenues		9	%		14	%		10	%		14	%
Revenues from the federal market sector as a percentage of our consolidated revenues		43	%		49	%		46	%		48	%

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

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URS CORPORATION AND SUBSIDIARIES

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NOTE 15.  COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we and our affiliates are subject to various contractual disputes, governmental audits and investigations, and legal proceedings alleging, among other things, contractual, tortious or statutory breaches.  The final outcomes of these various matters cannot be predicted or estimated with certainty.  We are including information regarding the following matters:

·   USAID Egyptian Projects:  In March 2003, Washington Group International (“WGI”), a wholly owned subsidiary, 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, as well as 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.  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.  WGI renewed its motion in Bankruptcy Court that all of the federal government’s claims are 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.  On April 24, 2012, the Bankruptcy Court ruled that the federal government’s claims under the False Claims and Foreign Assistance Acts are not barred by the WGI bankruptcy.  On June 12, 2012, WGI filed a motion to alter the Bankruptcy Court’s April 2012 ruling.

WGI intends to continue to defend this matter vigorously; however, WGI cannot provide assurance that it will be successful in these efforts.  The potential range of loss and the resolution of these matters cannot be determined at this time primarily due to the very limited factual record that exists in light of our limited ability to evaluate discovery that has been conducted so far at this early stage of the litigation; the fact that the matter involves unique and complex bankruptcy, international, and federal regulatory legal issues; the uncertainty concerning legal theories and their potential resolution by the courts; and the duration of this matter, as well as a number of additional factors.

·   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.

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(continued)

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 $200.0 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, WGI Ohio cannot provide assurance that it will be successful in these efforts.  The potential range of loss and the resolution of these matters cannot be determined at this time primarily due to the unknown number of individual plaintiffs who are actually asserting claims against WGI Ohio; the uncertainty regarding the nature and amount of each individual plaintiff’s damage claims; uncertainty concerning legal theories and factual bases that plaintiffs may present and their resolution by courts or regulators; and uncertainty about the plaintiffs’ claims, if any, that might survive certain key motions of our affiliate, as well as a number of additional factors.

·   DOE Deactivation, Demolition, and Removal Project:  WGI Ohio executed a cost-reimbursable task order with the DOE in 2007 to provide deactivation, demolition and removal services at a New York State project site that during 2010 experienced contamination and performance issues.  In September 2011, WGI Ohio voluntarily paid a civil penalty related to a project site contamination incident.  In addition, WGI Ohio and the DOE executed a Task Order Modification in February 2011 that changed some cost-reimbursable contract provisions to at-risk.  The Task Order Modification requires the DOE to pay all project costs up to $105.0 million, requires WGI Ohio and the DOE to equally share in all project costs incurred from $105.0 to $145.0 million, and requires WGI Ohio to pay all project costs exceeding $145.0 million.

Through June 29, 2012, WGI Ohio has incurred total project costs of $175.4 million and has recorded cumulative project losses of $14.7 million, including charges of $0.1 million and $0.7 million in the three and six months ended June 29, 2012, respectively.  Due to unanticipated requirements and permitting delays by federal and state agencies, as well as hurricane-caused delays and related ground stabilization activities, WGI Ohio is required to perform work outside the scope of the Task Order Modification.  Based on changes and delays to date, requests for equitable adjustment (“REA”) amounting to $47.1 million and a proposal related to the hurricane-caused impacts in the amount of $38.0 million have been submitted to the DOE for approval.  Additional REAs of at least $39.8 million are expected to be submitted.  The final project completion costs are not currently estimable due to continuing delays in permitting and approval of a final project plan.  WGI Ohio can give no assurance that it will not be obligated to pay some or all of the REAs, hurricane-caused impacts, and additional project completion costs, which would negatively impact our future results of operations.

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(continued)

·   Bolivian Mine Services Agreement:  In 2009, a mine service agreement performed by one of our wholly owned subsidiaries, Washington Group Bolivia, was unilaterally terminated for convenience by the mine owner.  The mine owner disputed the fair market value of mining equipment it was required to repurchase under the terms of the mine services agreement.  On November 16, 2010, Washington Group Bolivia received a formal claim asserting breaches of contractual obligations and warranties, including the failure to adhere to the requisite professional standard of care while performing the mine services agreement.  On June 17, 2011, Washington Group Bolivia received a formal demand for arbitration pursuant to the Rules of Arbitration of the International Chamber of Commerce asserting claims up to $52.6 million.  Washington Group Bolivia has brought a $50 million counterclaim against the mine owner asserting claims of wrongful termination and lost productivity.

Washington Group Bolivia intends to continue to defend this matter 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 primarily due to the early stage of discovery, the limited amount of information produced by the claimants to support the factual basis of their claims and the substantial uncertainty regarding the nature and amount of each individual claim; uncertainty concerning legal theories and factual bases that claimants may present and their resolution by arbitral tribunal; and uncertainty caused by different international jurisdictions represented by the parties and the location of the project, as well as a number of additional factors.

·   Canadian Pipeline Contract:  In January 2010, a pipeline owner filed an action in the Court of Queen’s Bench of Alberta, Canada against Flint, a company acquired by us in May 2012, as well as against a number of other defendants, alleging that the defendants negligently provided pipe coating and insulation system services, engineering and design services and other work causing damage to and abandonment of the line.  The pipeline owner alleges it has suffered approximately C$85.0 million in damages in connection with the abandonment and replacement of the pipeline.  Flint was the construction contractor on the pipeline project.  Other defendants were responsible for engineering and design-services and for specifying and providing the actual pipe, insulation and coating materials used in the line.  In January 2011, the pipeline owner served a Statement of Claim on Flint and, in September 2011, Flint filed a Statement of Defense denying that the damages to the coating system of the pipeline were caused by any negligence or breach of contract of Flint.  Flint believes the damages were caused or contributed to by the negligence of one or more of the codefendants and/or by the negligent operation of the pipeline owner.

Flint intends to continue to defend this matter vigorously; however, it cannot provide assurance that it will be successful, in whole or in part, in these efforts.  The potential range of loss, if any, and the resolution of this matter cannot be determined at this early stage of proceedings primarily due to the substantial uncertainty regarding the actual cause of the damage to or loss of the line, the nature and amount of each individual damage claim against the various defendants, and the uncertainty concerning legal theories and factual bases that customer may present against all or some of the defendants.

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.  Our evaluation of the impact of pending actions could change in the future and unfavorable outcomes and/or defense costs, depending upon the amount and timing, could have a material adverse effect on our results of operations or cash flows for future periods.

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URS CORPORATION AND SUBSIDIARIES

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(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 June 29, 2012, 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 June 29, 2012.

We have guaranteed several of our foreign credit facilities and bank guarantee lines.  The aggregate amount of these guarantees was $65.1 million as of June 29, 2012.

As of June 29, 2012, we had $31.9 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.

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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 H73; 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 for the fiscal year ended December 30, 2011, which was previously filed with the Securities and Exchange Commission (“SEC”).

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.  With approximately 57,000 employees in a global network of offices and contract-specific job sites in nearly 50 countries, we provide services for federal, infrastructure, oil and gas, power and industrial programs and projects.  On May 14, 2012, we completed the acquisition of Flint Energy Services Ltd. (“Flint”), a provider of construction and maintenance services to clients in the oil and gas industry.  The acquisition expands our presence in the oil and gas market sector, most notably in the North American unconventional oil and gas segments of this market.  Upon completion of the acquisition, Flint joined URS as our new Oil & Gas Division.

Our strategy is to maintain a balanced portfolio of diversified businesses that serve a variety of markets worldwide.  We believe that this strategy helps to mitigate our exposure to industrial, technological, environmental, financial, economic and political risks that may affect a particular market or geographic region.  Our growth strategy involves both organic growth as well as expansion through acquisitions of other companies that complement or enhance our technical capabilities or enable us to address new markets or geographic regions.

Reporting Segments

With the acquisition of Flint, we now operate through four reporting segments:  the Infrastructure & Environment Division, the Federal Services Division, the Energy & Construction Division, and the Oil & Gas Division.  These segments were generally created based on the size and management structure of the businesses and the integration of acquired operating companies that address similar markets or provide similar services.

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Market Sectors

The table below summarizes the primary market sectors served by our four divisions for the three and six months ended June 29, 2012.

Historically, we have included revenues from the oil & gas market sector as part of our presentation of revenues from the industrial & commercial market sector.  Effective at the beginning of our 2012 fiscal year, in anticipation of the inclusion of a new business from our acquisition of Flint, we revised our presentation to show our revenues from the oil & gas market sector separately.  In addition, we have changed the name of our “industrial and commercial” market sector to “industrial” market sector.  For comparative purposes, we reclassified the prior period’s data to conform them to the current period’s presentation.

	Division
Market Sector	Infrastructure & Environment	Federal Services	Energy & Construction	Oil & Gas
Federal	ü	ü	ü	—
Infrastructure	ü	—	ü	—
Oil & Gas	ü	—	ü	ü
Power	ü	—	ü	—
Industrial	ü	—	ü	—

ü a primary market sector for the division.

— not a primary market sector for the division.

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 four reporting segments: the Infrastructure & Environment Division, the Federal Services Division, the Energy & Construction Division, and the Oil & Gas Division.

OVERVIEW AND BUSINESS TRENDS

Results for the Three Months Ended June 29, 2012

Consolidated revenuesfor the three months ended June 29, 2012 were $2.7 billion, an increase of $330.4 million, or 14.0%, compared to revenues for the three months ended July 1, 2011.  The increase was partially due to the growth of our work in the oil and gas market sector through our acquisition of Flint on May 14, 2012.  As our new Oil & Gas Division, Flint generated $277.5 million in revenues from the acquisition date through the end of the second quarter of 2012.  During the quarter, revenues also increased from our work in the power market sector, while revenues from our federal market sector were essentially flat, compared to the same period last year.  By contrast, revenues from our infrastructure and industrial market sectors declined, primarily as a result of the completion of large construction projects that experienced high levels of activity and generated significant revenues in the comparable period last year.

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Net income attributable to URS decreased 19.8% from $66.8 million for the three months ended July 1, 2011 to $53.6 million for the three months ended June 29, 2012.  The decrease in net income was primarily due to the acquisition costs that we incurred in connection with the acquisition of Flint, the wind down of projects and a decrease in equity in income of unconsolidated joint ventures.  These decreases were partially offset by the recognition of performance-based incentive fees from our work managing chemical demilitarization programs.

Cash Flows and Debt

For the six months ended June 29, 2012, we generated $14.9 million in net cash from operations.  Cash flows from operations decreased by $248.0 million for the six months ended June 29, 2012 compared with the same period in 2011.  This decrease was primarily due to the timing of billings, collections and advance payments from clients on accounts receivables, employer contribution payments to our 401(k) plan, payments on project incentive awards, and an increase in interest payments and acquisition expenses, partially offset by a decrease in income tax payments.

On March 15, 2012, in a private placement, we issued $400.0 million in 3.85% Senior Notes due on April 1, 2017 and $600.0 million in 5.00% Senior Notes due on April 1, 2022 (collectively, the “Senior Notes”).  We used the net proceeds from the notes together with borrowings from our Senior Secured Credit Facility (“2011 Credit Facility”) to finance our acquisition of Flint.

During March and April 2012, we entered into various foreign currency forward contracts with an aggregate notional amount of C$1.25 billion (equivalent to US$1.25 billion), which settled during the second quarter of 2012.

In addition, we had cash outflows of $40.0 million related to repurchases of our common stock and $14.9 million of cash dividends for the six months ended June 29, 2012.

Acquisition and Integration

On May 14, 2012, we acquired the outstanding common shares of Flint for C$25.00 per share in cash, or C$1.24 billion (US$1.24 billion based on the exchange rate on the date of acquisition) and paid $110.3 million of Flint’s debt prior to the closing of the transaction in exchange for a promissory note from Flint.  The operating results of Flint from the acquisition date through June 29, 2012 are included in our consolidated financial statements under the Oil & Gas Division.

Book of Business

As of June 29, 2012 and December 30, 2011, our total book of business was $27.3 billion and $27.0 billion, respectively.  Our book of business as of June 29, 2012 includes $1.9 billion from Flint.  Please see Book of Business on page 41 for more information.

Business Trends

Given the current economic uncertainty, it is difficult to predict the impact of the continuing global economic weakness on our business or to forecast business tends accurately.  Federal deficits and state budget weakness, the national debt, the potential end-of-year budgetary sequestration, economic disruption in Europe, a relatively anemic recovery in the U.S., and efforts made to address any of these issues, could negatively affect our business.  This includes federal expenditures on defense, as well as expenditures, both private and public, on other programs that we support or markets in which we participate.  For example, the Budget Control Act of 2011 could impose an additional estimated $1.2 trillion in automatic federal budget cuts, or sequestrations, beginning in fiscal year 2013, in addition to the $917 billion in budget cuts required over the next 10 years, that would severely impact our defense and other federal services, unless Congress acts to resolve the budget issues or postpone the expected cuts.  Any significant reduction in federal government expenditures could reduce demand, which would result in fewer new opportunities and the cancellation of existing contracts.  It is also difficult to determine the extent to which concerns over the public debt of, and recessionary conditions in, the United Kingdom (“U.K.”) and various European countries could affect demand for, and spending on, the services we provide to our clients.  Many of these uncertainties are difficult to predict and beyond our control.

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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 73.

Federal

We expect revenues from our federal market sector will remain steady during our 2012 fiscal year compared to our 2011 fiscal year.  Although we have experienced delays in the award of new contracts, we expect to continue to benefit from the diversity of our federal business, as well as the large number of indefinite delivery contracts (“IDCs”) we hold with the Department of Defense (“DOD”) and other federal agencies.  These IDCs are increasingly being used as the preferred method for procuring services.  In addition, despite proposed reductions in federal spending, we anticipate stable funding for many of the specialized technical services we provide to federal government agencies.  These services include the management of chemical demilitarization programs, IT and cyber security services, and the repair and refurbishment of military aircraft and ground vehicles returning from combat activity in the Middle East.  In addition, we expect to continue to benefit from a number of large, long-term contract with the U.K. Nuclear Decommissioning Authority involving the provision of environmental management and nuclear decommissioning services.

Infrastructure

We expect revenues from our infrastructure market sector to remain steady in our 2012 fiscal year compared to our 2011 fiscal year, based on high levels of procurement activity and the growth in our backlog of infrastructure work during our 2011 fiscal year.  We anticipate steady demand for the engineering and design services we provide, particularly for projects involving the expansion and modernization of highways, bridges and mass transit systems.  In addition, we anticipate that the recent passage of a two-year, $105 billion federal transportation funding bill, Moving Ahead for Progress in the 21st Century Act (“MAP-21”), will provide states and municipalities with stable funding for highway and transit projects.  MAP-21 also includes significant funding for the Transportation Infrastructure Finance and Innovation Act (“TIFIA”) program, which provides federal assistance in the form of direct loans, loan guarantees and standby lines of credit to finance surface transportation projects.  Available TIFIA funding has increased to $1.75 billion over the next two years, compared to the $122 million available annually under the previous federal transportation funding bill.  In the United Kingdom, where we maintain a large presence, the government’s 2012-2013 budget includes stable funding for the transportation agencies we support.

Oil & Gas

We expect revenues from the oil & gas sector will grow significantly during our 2012 fiscal year compared to our 2011 fiscal year.  During the second quarter of our 2012 fiscal year, we acquired Flint, a provider of construction and maintenance services to clients in the North American oil and gas industry.  The acquisition of Flint significantly expands our capabilities to serve clients in the oil and gas industry, most notably in oil, oil sands and natural gas producing regions of Western Canada and in the Southwest, Appalachian and Rocky Mountain regions of the U.S.

Power

We expect revenues from our power market sector to increase during our 2012 fiscal year compared to our 2011 fiscal year, based on increased procurement activity and recent contract awards.  For example, 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 retrofits help utilities comply with consent decrees and regulatory mandates, such as the Cross-State Air Pollution Rule and the Mercury and Air Toxics Standards recently issued by the Environmental Protection Agency.  In addition, with the historically low price of natural gas, we expect our customers will increase their emphasis on combined cycle gas facilities to meet future needs, which we anticipate will lead to new opportunities to provide engineering, procurement and construction opportunities for our power business.

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In the nuclear power market, we anticipate sustained demand for the types of services we provide to retrofit and upgrade existing nuclear power plants to increase the generating capacity and extend the service life of these facilities.  In addition, the Nuclear Regulatory Commission issued stricter post-Fukushima guidelines for plant safety, which we expect will provide increased opportunities for the services we provide.

Industrial

We expect revenues from our industrial market sector will decline during our 2012 fiscal year compared to our 2011 fiscal year, largely due to the completion of a large mining engineering and construction project that generated significant revenues in 2011 and has not been replaced by comparable large-scale projects.  At the same time, mining clients most notably in Australia, are moving forward with capital expenditure programs.  As a result, we are providing preliminary engineering and design services in support of mine expansion projects.  We believe our ability to support initial phases of these projects positions us to capture larger assignments as these projects move forward.  In the manufacturing market, we anticipate sustained demand for the facilities management services we provide, as clients continue to outsource these services to increase cost savings and maximize efficiency.  In addition, we expect revenues will remain steady from the environmental and engineering work we perform for industrial clients under our long-term Master Service Agreements (“MSAs”).

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.  In our Oil & Gas Division, winter weather provides increased access to remote work areas in Northern Canada, while spring seasonal road bans limit access to work areas in Canada and Northern U.S.

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.  There is also an increase in the award of federal contracts based on a low-price, technically acceptable criteria emphasizing price over qualitative factors, such as past performance.  As a result, pricing pressure may reduce our profit margins on future federal contracts.  Also, our government clients are increasingly using IDCs that require us to engage in a competitive procurement process before any task orders are issued as compared to traditional award contracts.  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.  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 period of performance.

We cannot determine if proposed 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 legislation enacted, 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.

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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 an estimate of the equity in income of unconsolidated joint ventures over the life of the contracts in our book of business.  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 as 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 divisions.  As a result, the amount of revenues that will be realized beyond one year also varies from division to division.  As of December 30, 2011, we estimated that approximately 57% 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 decided 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.

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As of June 29, 2012 and December 30, 2011, our total book of business was $27.3 billion and $27.0 billion, respectively.  The following tables summarize, by division, our book of business:

(In millions)	Infrastructure & Environment		Federal Services		Energy & Construction		Oil & Gas (1)		Total
As of June 29, 2012
Backlog	$	3,174.6	$	3,619.0	$	6,444.3	$	1,049.9	$	14,287.8
Option years		248.3		2,848.0		2,045.2		—		5,141.5
Indefinite delivery contracts		3,270.1		2,559.4		1,265.0		824.5		7,919.0
Total book of business	$	6,693.0	$	9,026.4	$	9,754.5	$	1,874.4	$	27,348.3
As of December 30, 2011
Backlog	$	2,993.1	$	4,141.8	$	7,124.7	$	—	$	14,259.6
Option years		316.6		2,370.1		2,026.2		—		4,712.9
Indefinite delivery contracts		2,806.5		3,304.0		1,948.0		—		8,058.5
Total book of business	$	6,116.2	$	9,815.9	$	11,098.9	$	—	$	27,031.0

	June 29,		December 30,
(In millions)	2012		2011
Backlog by market sector:
Federal	$	7,331.9	$	8,542.4
Infrastructure		3,095.7		3,011.0
Oil & Gas (1,2)		1,598.1		383.4
Power		1,385.9		1,623.8
Industrial (2)		876.2		699.0
Total backlog	$	14,287.8	$	14,259.6

(1)   We completed the acquisition of Flint on May 14, 2012.  The operations of Flint have become the Oil & Gas Division.

(2)   Historically, we have included revenues from the oil & gas market sector as part of our presentation of revenues from the industrial & commercial market sector.  Effective at the beginning of our 2012 fiscal year, we revised our presentation to show our revenues from the oil & gas market sector separately.  In addition, we changed the name of our “industrial and commercial” market sector to the “industrial” market sector.  For comparative purposes, we reclassified the prior period’s data to conform them to the current period’s presentation.

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The Three Months Ended June 29, 2012 Compared with the Three Months Ended July 1, 2011

Revenues by Market Sectors

	Three Months Ended
											Percentage
	June 29,			July 1,			Increase				Increase
(In millions, except percentages)	2012			2011			(Decrease)				(Decrease)
Revenues by Market Sectors:
Federal (1)		$	1,154.0		$	1,159.9		$	(5.9	)		(0.5	%)
Infrastructure			448.0			478.6			(30.6	)		(6.4	%)
Oil & Gas (2,3)			464.2			149.8			314.4			209.9	%
Power			327.7			256.3			71.4			27.9	%
Industrial (3)			296.8			315.7			(18.9	)		(6.0	%)
Total revenues, net of eliminations		$	2,690.7		$	2,360.3		$	330.4			14.0	%

(1)   The operating results of Apptis Holdings, Inc. (“Apptis”) have been included in our consolidated results since the acquisition on June 1, 2011.

(2)   The operating results of Flint have been included in our consolidated results since the acquisition on May 14, 2012.

(3)   Historically, we have included revenues from the oil & gas market sector as part of our industrial & commercial market sector.  Effective at the beginning of our 2012 fiscal year, we revised our presentation to show our revenues from the oil & gas market sector separately.  In addition, we changed the name of our “industrial and commercial” market sector to the “industrial” market sector.  For comparative purposes, we reclassified the prior period’s data to conform them to the current period’s presentation.

Consolidated Revenues by Market Sectors

Our consolidated revenues for the three months ended June 29, 2012 were $2.7 billion, an increase of $330.4 million, or 14.0%, compared with the three months ended July 1, 2011.

See the discussion of revenues by market sector below for more detail.

Federal

	Three Months Ended
											Percentage
	June 29,			July 1,			Increase				Increase
(In millions, except percentages)	2012			2011			(Decrease)				(Decrease)
Federal Market Sector:
Infrastructure & Environment		$	175.9		$	150.2		$	25.7			17.1	%
Federal Services (1)			717.9			668.4			49.5			7.4	%
Energy & Construction			260.2			341.3			(81.1	)		(23.8	%)
Federal Total		$	1,154.0		$	1,159.9		$	(5.9	)		(0.5	%)

(1)   The operating results of Apptis have been included in our consolidated results since the acquisition on June 1, 2011.

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Consolidated revenues from our federal market sector for the three months ended June 29, 2012 were essentially flat compared with the three months ended July 1, 2011.  During the quarter, we experienced strong demand for the work we perform for the DOD to maintain, repair and overhaul aircraft, ground vehicles and other equipment returning from military operations in the Middle East, and to design and build military facilities and upgrade related infrastructure. We also benefited from our strong performance on contracts involving the destruction of U.S. chemical weapons stockpiles.  During the quarter, this work resulted in recognition of an incentive fee for the early completion of a project milestone at a chemical agent disposal facility we manage for the U.S. Army.  Additionally, these results reflect the growth of our business in the federal IT market through the acquisition of Apptis, which we acquired on June 1, 2011 and now operates as part of our Information Solutions Group.  For the quarter ended June 29, 2012, the Information Solutions Group generated revenues of $56.1 million.  Revenues also increased from the services we provide to detect, secure and eliminate weapons of mass destruction at locations worldwide.

By contrast, revenues declined from the systems engineering and technical assistance services we provide to the DOD for the development, testing and evaluation of new weapons systems and the modernization of aging weapons systems.  The decline in revenues from these activities was largely due to delays in the award of new contracts and task orders under existing contracts.  During the quarter, revenues also declined from the nuclear management services we provide to the DOE, due largely to the completion of cleanup and closure services at a former nuclear fuel reprocessing facility in the comparable period last year and lower activity on other DOE projects.

Infrastructure

	Three Months Ended
											Percentage
	June 29,			July 1,			Increase				Increase
(In millions, except percentages)	2012			2011			(Decrease)				(Decrease)
Infrastructure Market Sector:
Infrastructure & Environment		$	391.3		$	396.1		$	(4.8	)		(1.2	%)
Energy & Construction			56.7			82.5			(25.8	)		(31.3	%)
Infrastructure Total		$	448.0		$	478.6		$	(30.6	)		(6.4	%)

Consolidated revenues from our infrastructure market sector for the three months ended June 29, 2012 decreased compared with the three months ended July 1, 2011.  The decline in infrastructure revenues was primarily due to the completion of a levee construction project in New Orleans, which experienced high levels of activity in the comparable period last year and lower activity on a dam construction project due to adverse weather conditions.  Revenues also declined from the services we provide to modernize and expand airports and water storage, conveyance and treatment systems, due to the completion of projects that have not been replaced by comparable assignments.  These declines were partially offset by an increase in revenues from the planning, design, engineering, and program and construction management services we provide to expand surface and rail transportation infrastructure, and ports and harbors.

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Oil & Gas

	Three Months Ended
										Percentage
	June 29,			July 1,			Increase			Increase
(In millions, except percentages)	2012			2011			(Decrease)			(Decrease)
Oil & Gas Market Sector: (1)
Infrastructure & Environment		$	135.6		$	113.5		$	22.1		19.5	%
Energy & Construction			51.1			36.3			14.8		40.8	%
Oil & Gas (2)			277.5			—			277.5		N/M
Oil & Gas Total		$	464.2		$	149.8		$	314.4		209.9	%

N/M = Not meaningful

(1)   Historically, we have included revenues from the oil & gas market sector as part of our presentation of revenues from the industrial & commercial market sector.  Effective at the beginning of our 2012 fiscal year, we revised our presentation to show our revenues from the oil & gas market sector separately.  In addition, we changed the name of our “industrial and commercial” market sector to the “industrial” market sector.  For comparative purposes, we reclassified the prior period’s data to conform them to the current period’s presentation.

(2)   The operating results of Flint have been included in our consolidated results since the acquisition on May 14, 2012.

Consolidated revenues from our oil & gas market sector for the three months ended June 29, 2012 increased compared with the three months ended July 1, 2011.  Our results for the quarter reflect the acquisition of Flint, which we completed on May 14, 2012.  As our new Oil & Gas Division, Flint generated revenues of $277.5 million from the date of the acquisition through the end of the second quarter on June 29, 2012.  During the quarter, we also benefited from strong demand for the environmental and engineering services we provide to multinational oil and gas clients at facilities worldwide through long-term MSAs.

Power

	Three Months Ended
										Percentage
	June 29,			July 1,			Increase			Increase
(In millions, except percentages)	2012			2011			(Decrease)			(Decrease)
Power Market Sector:
Infrastructure & Environment		$	52.5		$	48.4		$	4.1		8.5	%
Energy & Construction			275.2			207.9			67.3		32.4	%
Power Total		$	327.7		$	256.3		$	71.4		27.9	%

Consolidated revenues from our power market sector for the three months ended June 29, 2012 increased compared with the three months ended July 1, 2011.  During the quarter, we experienced a significant increase in revenues from projects involving the retrofit of coal-fired power plants with air quality control systems that reduce sulfur dioxide, mercury and other emissions to help utilities comply with regulatory mandates.  We also benefited from steady demand for the services we provide to retrofit and upgrade existing nuclear power plants to increase the generating capacity and extend the service life of these facilities.  In addition, revenues increased from the compliance, permitting and remediation services we provide to utilities to assist them in meeting regulatory requirements and mitigating the environmental impact of their operations.  Revenues also grew from our work upgrading and modernizing transmission and distribution systems.

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Industrial

	Three Months Ended
											Percentage
	June 29,			July 1,			Increase				Increase
(In millions, except percentages)	2012			2011			(Decrease)				(Decrease)
Industrial Market Sector: (1)
Infrastructure & Environment		$	173.5		$	203.4		$	(29.9	)		(14.7	%)
Energy & Construction			123.3			112.3			11.0			9.8	%
Industrial Total		$	296.8		$	315.7		$	(18.9	)		(6.0	%)

(1)   Historically, we have included revenues from the oil & gas market sector as part of our presentation of revenues from the industrial & commercial market sector.  Effective at the beginning of our 2012 fiscal year, we revised our presentation to show our revenues from the oil & gas market sector separately.  In addition, we changed the name of our “industrial and commercial” market sector to the “industrial” market sector.  For comparative purposes, we reclassified the prior period’s data to conform them to the current period’s presentation.

Consolidated revenues from our industrial market sector for the three months ended June 29, 2012 declined compared with the three months ended July 1, 2011.  The decline in revenues was primarily due to the completion of a large-scale engineering and construction project for a mining operation in Australia, which experienced high levels of activity and generated significant revenues in the comparable period last year.  The decline was partially offset by increased demand for the facilities management services we provide to manufacturing clients.  This resulted in new contract wins, as well as increased activity on existing contracts, as our manufacturing clients continued to outsource non-core functions to control costs and maximize efficiency.

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RESULTS OF OPERATIONS

The Three Months Ended June 29, 2012 Compared with the Three Months Ended July 1, 2011

Consolidated

	Three Months Ended
										Percentage
	June 29,			July 1,			Increase			Increase
(In millions, except percentages and per share amounts)	2012  (1)			2011  (2)			(Decrease)			(Decrease)
				As Revised (3)
Revenues	$	2,690.7		$	2,360.3		$	330.4			14.0	%
Cost of revenues		(2,527.5	)		(2,228.3	)		299.2			13.4	%
General and administrative expenses		(19.4	)		(19.0	)		0.4			2.1	%
Acquisition-related expenses		(11.3	)		(1.0	)		10.3			1030.0	%
Equity in income of unconsolidated joint ventures		17.0			38.6			(21.6	)		(56.0	%)
Operating income		149.5			150.6			(1.1	)		(0.7	%)
Interest expense		(20.7	)		(5.1	)		15.6			305.9	%
Other expenses		(9.2	)		—			9.2			N/M
Income before income taxes		119.6			145.5			(25.9	)		(17.8	%)
Income tax expense		(40.5	)		(45.5	)		(5.0	)		(11.0	%)
Net income including noncontrolling interests		79.1			100.0			(20.9	)		(20.9	%)
Noncontrolling interests in income of consolidated subsidiaries, net of tax		(25.5	)		(33.2	)		(7.7	)		(23.2	%)
Net income attributable to URS	$	53.6		$	66.8		$	(13.2	)		(19.8	%)
Diluted earnings per share	$	0.72		$	0.86		$	(0.14	)		(16.3	%)

N/M = Not meaningful

(1)   The operating results of Flint have been included in our consolidated results since the acquisition on May 14, 2012

(2)   The operating results of Apptis have been included in our consolidated results since the acquisition on June 1, 2011.

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

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Revenues

	Three Months Ended
(In millions, except percentages)	Infrastructure & Environment			Federal Services (1)			Energy & Construction			Oil & Gas (2)		Eliminations			Total
Three months ended
June 29, 2012	$	966.3		$	718.2		$	777.9		$	277.5	$	(49.2	)	$	2,690.7
July 1, 2011		929.5			668.6			810.5			—		(48.3	)		2,360.3
Increase (decrease)		36.8			49.6			(32.6	)		277.5		0.9			330.4
Percentage increase (decrease)		4.0	%		7.4	%		(4.0	%)		N/M		1.9	%		14.0	%

(1)   The operating results of Apptis have been included in our consolidated results since the acquisition on June 1, 2011.

(2)   The operating results of Flint have been included in our consolidated results since the acquisition on May 14, 2012.

The revenues reported are presented prior to the elimination of inter-segment transactions.  Our analysis of the changes in revenues by reporting segment is discussed below.

The Infrastructure & Environment Division’s Revenues

The Infrastructure & Environment Division’s revenues increased for the three months ended June 29, 2012 compared to the three months ended July 1, 2011.  The increase was primarily due to strong demand during the quarter for the environmental and engineering work we perform for clients in the oil and gas industry.  Revenues also increased from the compliance, permitting and remediation services we provide to power companies to assist them in meeting regulatory requirements and mitigating the environmental impact of their operations.  In addition, we experienced increased activity on projects for the DOD involving the design and construction of military facilities and the upgrade of related infrastructure, as well as from our work for the Federal Emergency Management Agency (“FEMA”) providing disaster response and recovery services following natural disasters.  Revenues also grew from the planning, engineering and program and construction management services we provide to expand surface and rail transportation networks, as well as from our work providing program management services to international aid agencies in support of economic development efforts in developing nations.

By contrast, revenues declined from our work modernizing and expanding air transportation networks; water storage, conveyance and treatment systems; and educational institutions and other facilities.  We also experienced a decline in revenues from the environmental and engineering services we provide to industrial and mining clients.  The results in our mining market sector also reflect the completion of a large engineering and construction assignment in the comparable period last year, which has not been replaced by a similar, large-scale project.

The Federal Services Division’s Revenues

The Federal Services Division’s revenues increased for the three months ended June 29, 2012 compared to the three months ended July 1, 2011.  During the quarter, we benefited from strong demand for the services we provide to maintain, repair and overhaul vehicles, aircraft and other military equipment.  Revenues also grew from our work for the U.S. Army managing the destruction of chemical weapons stockpiles.  During the quarter, we recognized a performance-based incentive fee from the early completion of a project milestone at a chemical agent disposal facility.  In addition, revenues increased from the growth of our federal IT services business as a result of the acquisition of Apptis, which we acquired in June 2011 and now operates as part of our Federal Service Division’s Information Solutions business.  This business generated $56.1 million in revenues for the three months ended June 29, 2012, compared to $27.6 million in the comparable quarter last year.

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These increases were partially offset by a decrease in revenues from the services we provide to modernize aging weapons systems and develop new systems.  The decline in revenues from these activities was primarily due to delays in the award of new contracts and task orders under existing contracts.

The Energy & Construction Division’s Revenues

The Energy & Construction Division’s revenues for the three months ended June 29, 2012 decreased compared with the three months ended July 1, 2011.  The decrease is primarily due to the timing of the completion of a large power project and large infrastructure project, compared to the start-up of replacement projects.  Revenues during the engineering and early construction tend to be lower than revenues during active construction.  During the three months ended July 1, 2011 there were more projects in active construction compared to the three months ended June 29, 2012.  As a result, revenues for the three months ended June 29, 2012 were relatively lower than for the three months ended July 1, 2011.  Additionally, federal funding decreases, including the completion of ARRA stimulus funded projects, contributed to a decrease in revenues for our work providing nuclear management services to the DOE.

The Oil & Gas Division’s Revenues

The Oil & Gas Division’s revenues for the three months ended June 29, 2012, reflect operating activities starting from May 14, 2012, the Flint acquisition date.  Our Oil & Gas Division’s revenues are derived from oilfield services including facility and pipeline construction, transportation, and maintenance services for the oil and gas industry in the U.S. and Canada.

Cost of Revenues

(In millions, except percentages)	Infrastructure & Environment			Federal Services (1)			Energy & Construction			Oil & Gas (2)			Eliminations			Total
Three months ended
June 29, 2012	$	(902.7	)	$	(660.1	)	$	(738.8	)	$	(275.1	)	$	49.2		$	(2,527.5	)
July 1, 2011		(876.2	)		(623.5	)		(776.9	)		—			48.3			(2,228.3	)
Increase (decrease)		26.5			36.6			(38.1	)		275.1			0.9			299.2
Percentage increase (decrease)		3.0	%		5.9	%		(4.9	%)		N/M			1.9	%		13.4	%

(1)   The operating results of Apptis have been included in our consolidated results since the acquisition on June 1, 2011.

(2)   The operating results of Flint have been included in our consolidated results since the acquisition on May 14, 2012.

Our consolidated cost of revenues, which consists of labor, subcontractor costs, and other expenses related to projects, and services provided to our clients, for the three months ended June 29, 2012 increased compared with the three months ended July 1, 2011.  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.

For the three months ended June 29, 2012, our revenues from the Federal Services Division increased faster than cost of revenues, primarily due to the recognition of performance-based incentive fees on various projects.  Consolidated cost of revenues as a percent of revenues improved from 94.4% for the three months ended July 1, 2011 to 93.9% for the three months ended June 29, 2012, reflecting the impact of the incentive fee noted above.

General and Administrative Expenses

Our consolidated general and administrative (“G&A”)expenses for the three months ended June 29, 2012 increased by 2.1% compared with the three months ended July 1, 2011. Consolidated G&A expenses as a percent of revenues was 0.7% for the three months ended June 29, 2012 compared to 0.8% for the three months ended July 1, 2011.

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Acquisition-related Expenses

Our consolidated acquisition-related expenses for the three months ended June 29, 2012 were $11.3 million, which related to our acquisition of Flint.  Our consolidated acquisition-related expenses for the three months ended July 1, 2011 were $1.0 million, which related primarily to our acquisition of Apptis in June 2011.

Acquisition-related expenses generally include legal fees, consultation fees, travel expenses, and other miscellaneous direct and incremental administrative expenses.

Equity in Income (Loss) of Unconsolidated Joint Ventures

(In millions, except percentages)	Infrastructure & Environment			Federal Services (1)			Energy & Construction			Oil & Gas (2)		Total
Three months ended
June 29, 2012	$	(1.0	)	$	1.7		$	15.7		$	0.6	$	17.0
July 1, 2011		1.1			1.6			35.9			—		38.6
Increase (decrease)		(2.1	)		0.1			(20.2	)		0.6		(21.6	)
Percentage increase (decrease)		(190.9	%)		6.2	%		(56.3	%)		N/M		(56.0	%)

(1)   The operating results of Apptis have been included in our consolidated results since the acquisition on June 1, 2011.

(2)   The operating results of Flint have been included in our consolidated results since the acquisition on May 14, 2012.

Our consolidated equity in income (loss) of unconsolidated joint ventures for the three months ended June 29, 2012 decreased compared with the three months ended July 1, 2011.  The decrease was primarily attributable to a $9.5 million decrease in earnings from nuclear management, operations and cleanup projects in the U.K., a $9.5 million favorable settlement on a highway construction project during the three months ended June 29, 2011, and a $2.5 million decrease on a DOE clean-up project due to the timing of recognizing target cost savings and other performance-based earnings.

Operating Income

(In millions, except percentages)	Infrastructure & Environment			Federal Services (1)			Energy & Construction			Oil & Gas (2)		Corporate			Total
Three months ended
June 29, 2012	$	62.6		$	59.8		$	54.8		$	3.0	$	(30.7	)	$	149.5
July 1, 2011		54.3			45.8			69.5			—		(19.0	)		150.6
Increase (decrease)		8.3			14.0			(14.7	)		3.0		11.7			(1.1	)
Percentage increase (decrease)		15.3	%		30.6	%		(21.2	%)		N/M		61.6	%		(0.7	%)

(1)   The operating results of Apptis have been included in our consolidated results since the acquisition on June 1, 2011.

(2)   The operating results of Flint have been included in our consolidated results since the acquisition on May 14, 2012.

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As a percentage of revenues, operating income for the three months ended June 29, 2012 was 5.6% compared to 6.4% for the three months ended July 1, 2011.  The increase in operating income was primarily due to the recognition of performance-based incentive fees from work performed by our Federal Services Division managing chemical demilitarization programs in the U.S.  This increase was partially offset by acquisition-related expenses, the wind down of projects and a decrease in equity in income of unconsolidated joint ventures described above.  See the detailed discussion in operating income by segment below.

The Infrastructure & Environment Division’s Operating Income

Operating income as a percentage of revenues was 6.5% for the three months ended June 29, 2012 compared to 5.8% for the three months ended July 1, 2011.  The increase in operating income was mainly attributable to higher revenue recognized in the three months ended June 29, 2012 as compared to the three months ended July 1, 2011.  These increases were partially offset by the additional use of subcontractors and greater employee benefit costs in certain regions.  Overall, overhead costs as a percentage of revenues, decreased from 34.2% for the three months ended July 1, 2011 to 30.4% for the three months ended June 29, 2012.

The Federal Service Division’s Operating Income

Operating income as a percentage of revenues was 8.3% for the three months ended June 29, 2012 compared to 6.9% for the three months ended July 1, 2011.  The increase in operating income was primarily due to a $7.1 million increase in net performance-based incentive fees from work managing chemical demilitarization programs recognized in the current quarter compared to the second quarter of 2011.  This increase was partially offset by delayed awards of new task orders under existing contracts.

The Energy & Construction Division’s Operating Income

Operating income as a percentage of revenues was 7.0% for the three months ended June 29, 2012 compared to 8.6% for the three months ended July 1, 2011.  The decrease in operating income was primarily due to the $20.2 million decrease in equity in income of unconsolidated joint ventures described above and an $18.4 million decline resulting from the substantial completion of a levee construction project in New Orleans in the prior year.  These decreases were partially offset by an increase of $5.8 million on a new air quality control project and a $10.8 million loss in the prior period on a common sulfur project.

The Oil & Gas Division’s Operating Income

The Oil & Gas Division’s operating income for the three months ended June 29, 2012, reflect activities for the seven-week period from May 14, 2012, the effective date of the Flint acquisition for financial reporting purposes.  The operating income includes $8.6 million of amortization of intangible assets in connection with Flint acquisition.

Interest Expense

Our consolidated interest expense for the three months ended June 29, 2012 increased by $15.6 million or 305.9% compared with the three months ended July 1, 2011.  This increase was primarily due to the interest expense incurred on the senior notes that we issued in the first quarter of 2012 and the borrowings from our revolving line of credit to fund the Flint acquisition in the second quarter of 2012.

Other Expenses

Our consolidated other expenses for the three months ended June 29, 2012 represents foreign currency losses of $6.4 million recognized on intercompany financing arrangements and a net loss of $2.8 million recognized on foreign currency forward contracts during the second quarter of 2012.

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Income Tax Expense

Our effective income tax rate for the three months ended June 29, 2012 increased to 33.9% from 31.3% for the three months ended July 1, 2011.

Noncontrolling Interests in Income of Consolidated Subsidiaries, Net of Tax

Our noncontrolling interests in income of consolidated subsidiaries, net of tax decreased by $7.7 million or 23.2% in the three months ended June 29, 2012 compared with the three months ended July 1, 2011.  The decrease in noncontrolling interests in income of consolidated subsidiaries, net of tax was primarily due to lower earnings from one of our U.K. joint ventures and the substantial completion of a levee construction project in New Orleans in the prior year.  These decreases were partially offset by higher activity on air quality control projects.

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The Six Months Ended June 29, 2012 Compared with the Six Months Ended July 1, 2011

Revenues by Market Sectors

	Six Months Ended
											Percentage
	June 29,			July 1,			Increase				Increase
(In millions, except percentages)	2012			2011			(Decrease)				(Decrease)
Revenues by Market Sectors:
Federal (1)		$	2,327.3		$	2,224.4		$	102.9			4.6	%
Infrastructure			886.0			978.7			(92.7	)		(9.5	%)
Oil & Gas (2,3)			627.4			313.3			314.1			100.3	%
Power			619.7			556.6			63.1			11.3	%
Industrial (3)			591.8			607.1			(15.3	)		(2.5	%)
Total revenues, net of eliminations		$	5,052.2		$	4,680.1		$	372.1			8.0	%

(1)   The operating results of Apptis have been included in our consolidated results since the acquisition on June 1, 2011.

(2)   The operating results of Flint have been included in our consolidated results since the acquisition on May 14, 2012.

(3)   Historically, we have included revenues from the oil & gas market sector as part of our presentation of revenues from the industrial & commercial market sector.  Effective at the beginning of our 2012 fiscal year, we revised our presentation to show our revenues from the oil & gas market sector separately.  In addition, we changed the name of our “industrial and commercial” market sector to the “industrial” market sector.  For comparative purposes, we reclassified the prior period’s data to conform them to the current period’s presentation.

Consolidated Revenues by Market Sectors

Our consolidated revenues for the six months ended June 29, 2012 were $5.1 billion, an increase of $372.1 million, or 8.0%, compared with the six months ended July 1, 2011.

See the discussion of revenues by market sector below for more detail.

Federal

	Six Months Ended
											Percentage
	June 29,			July 1,			Increase				Increase
(In millions, except percentages)	2012			2011			(Decrease)				(Decrease)
Federal Market Sector:
Infrastructure & Environment		$	355.2		$	310.3		$	44.9			14.5	%
Federal Services (1)			1,434.9			1,249.3			185.6			14.9	%
Energy & Construction			537.2			664.8			(127.6	)		(19.2	%)
Federal Total		$	2,327.3		$	2,224.4		$	102.9			4.6	%

(1)   The operating results of Apptis have been included in our consolidated results since the acquisition on June 1, 2011.

Consolidated revenues from our federal market sector for the six months ended June 29, 2012 increased compared with the six months ended July 1, 2011.  Our six-month results in the federal market sector were affected by the same factors outlined in the revenue discussion of our results for the three month period ended June 29, 2012.  Revenues increased from our work maintaining, repairing and overhauling aircraft, ground vehicles and other military equipment; managing the destruction of the U.S. chemical weapons stockpiles; providing IT services to federal clients; and detecting, securing and eliminating weapons of mass destruction at locations worldwide.

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By contrast, revenues declined from the services we provide for the development of new weapons systems and the modernization of aging weapons systems.  The decline in revenues from these activities was largely due to delays in the award of new contracts and task orders under existing contracts.  Revenues also declined from the nuclear management services we provide to the DOE, due largely to the completion of cleanup and closure services at a former nuclear fuel reprocessing facility in the comparable period last year and lower activity on other DOE projects.

Infrastructure

	Six Months Ended
											Percentage
	June 29,			July 1,			Increase				Increase
(In millions, except percentages)	2012			2011			(Decrease)				(Decrease)
Infrastructure Market Sector:
Infrastructure & Environment		$	775.6		$	790.2		$	(14.6	)		(1.8	%)
Energy & Construction			110.4			188.5			(78.1	)		(41.4	%)
Infrastructure Total		$	886.0		$	978.7		$	(92.7	)		(9.5	%)

Consolidated revenues from our infrastructure market sector for the six months ended June 29, 2012 declined compared with the six months ended July 1, 2011.  Our six-month results in the infrastructure market sector were affected by the same factors outlined in the revenue discussion of our results for the three-month period ended June 29, 2012.  The decline in infrastructure revenues was primarily due to the completion of a levee construction project in New Orleans in the comparable period last year; lower activity on a dam construction project; and a project close-out and favorable settlement agreement reached on a light rail project in the comparable period last year.  Revenues also declined from the services we provide to modernize and expand airports and water storage, conveyance and treatment systems.  These declines were partially offset by an increase in revenues from the planning, design, engineering, and program and construction management services we provide to expand surface and rail transportation infrastructure, and ports and harbors.

Oil & Gas

	Six Months Ended
											Percentage
	June 29,			July 1,			Increase				Increase
(In millions, except percentages)	2012			2011			(Decrease)				(Decrease)
Oil & Gas Market Sector: (1)
Infrastructure & Environment		$	260.3		$	215.9		$	44.4			20.6	%
Energy & Construction			89.6			97.4			(7.8	)		(8.0	%)
Oil & Gas (2)			277.5			—			277.5			N/M
Oil & Gas Total		$	627.4		$	313.3		$	314.1			100.3	%

N/M = Not meaningful

(1)   Historically, we have included revenues from the oil & gas market sector as part of our presentation of revenues from the industrial & commercial market sector.  Effective at the beginning of our 2012 fiscal year, we revised our presentation to show our revenues from the oil & gas market sector separately.  In addition, we changed the name of our “industrial and commercial” market sector to the “industrial” market sector.  For comparative purposes, we reclassified the prior period’s data to conform them to the current period’s presentation.

(2)   The operating results of Flint have been included in our consolidated results since the acquisition on May 14, 2012.

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Consolidated revenues from our oil & gas market sector for the six months ended June 29, 2012 increased compared with the six months ended July 1, 2011.  Our six-month results in the oil and gas market sector were affected by the same factors outlined in the revenue discussion of our results for the three month period ended June 29, 2012.  In addition, our results for the first six months of 2012 reflect the acquisition of Flint, which we completed on May 14, 2012.  Our new Oil & Gas Division generated revenues of $277.5 million from the date of the acquisition through the end of the second quarter on June 29, 2012.  We also benefited from strong demand for the environmental and engineering services we provide to oil and gas clients through long-term MSAs.  Revenues also increased due to high levels of activity on an assignment to construct a natural gas storage facility in Louisiana.

Power

	Six Months Ended
										Percentage
	June 29,			July 1,			Increase			Increase
(In millions, except percentages)	2012			2011			(Decrease)			(Decrease)
Power Market Sector:
Infrastructure & Environment		$	107.9		$	101.2		$	6.7		6.6	%
Energy & Construction			511.8			455.4			56.4		12.4	%
Power Total		$	619.7		$	556.6		$	63.1		11.3	%

Consolidated revenues from our power market sector for the six months ended June 29, 2012 increased compared with the six months ended July 1, 2011.  Our six-month results in the power market sector were affected by many of the same factors outlined in the revenue discussion of our results for the three month period ended June 29, 2012.  Revenues increased from projects involving the retrofit of coal-fired power plants with air quality control systems.  In addition, revenues increased from the compliance, permitting and remediation services we provide to utilities, as well as from our work upgrading and modernizing transmission and distribution systems.  By contrast, revenues declined from the services we provide to retrofit and upgrade existing nuclear power plants, primarily due to the timing of the completion of these types of projects compared to the start-up of similar assignments.

Industrial

	Six Months Ended
											Percentage
	June 29,			July 1,			Increase				Increase
(In millions, except percentages)	2012			2011			(Decrease)				(Decrease)
Industrial Market Sector: (1)
Infrastructure & Environment		$	357.0		$	391.6		$	(34.6	)		(8.8	%)
Energy & Construction			234.8			215.5			19.3			9.0	%
Industrial Total		$	591.8		$	607.1		$	(15.3	)		(2.5	%)

(1)   Historically, we have included revenues from the oil & gas market sector as part of our presentation of revenues from the industrial & commercial market sector.  Effective at the beginning of our 2012 fiscal year, we revised our presentation to show our revenues from the oil & gas market sector separately.  In addition, we changed the name of our “industrial and commercial” market sector to the “industrial” market sector.  For comparative purposes, we reclassified the prior period’s data to conform them to the current period’s presentation.

Consolidated revenues from our industrial market sector for the six months ended June 29, 2012 declined compared with the six months ended July 1, 2011.  Our six-month results in the industrial market sector were affected by the same factors outlined in the revenue discussion of our results for the three-month period ended June 29, 2012.  The decline in revenues was primarily due to the completion of a large-scale engineering and construction project for a mining operation in Australia, which experienced high levels of activity and generated significant revenues in the comparable period last year.  The decline was partially offset by increased demand for the facilities management services we provide to manufacturing clients, which resulted in new contract wins and increased activity on existing contracts.

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The Six Months Ended June 29, 2012 Compared with the Six Months Ended July 1, 2011

Consolidated

	Six Months Ended
										Percentage
	June 29,			July 1,			Increase			Increase
(In millions, except percentages and per share amounts)	2012  (1)			2011  (2)			(Decrease)			(Decrease)
				As Revised(3)
Revenues	$	5,052.2		$	4,680.1		$	372.1			8.0	%
Cost of revenues		(4,730.7	)		(4,431.1	)		299.6			6.8	%
General and administrative expenses		(39.4	)		(41.4	)		(2.0	)		(4.8	%)
Acquisition-related expenses		(16.9	)		(1.0	)		15.9			1590.0	%
Equity in income of unconsolidated joint ventures		45.7			76.0			(30.3	)		(39.9	%)
Operating income		310.9			282.6			28.3			10.0	%
Interest expense		(30.5	)		(10.2	)		20.3			199.0	%
Other expenses		(6.7	)		—			6.7			N/M
Income before income taxes		273.7			272.4			1.3			0.5	%
Income tax expense		(89.1	)		(84.5	)		4.6			5.4	%
Net income including noncontrolling interests		184.6			187.9			(3.3	)		(1.8	%)
Noncontrolling interests in income of consolidated subsidiaries, net of tax		(51.3	)		(59.0	)		(7.7	)		(13.1	%)
Net income attributable to URS	$	133.3		$	128.9		$	4.4			3.4	%
Diluted earnings per share	$	1.79		$	1.65		$	0.14			8.5	%

N/M = Not meaningful

(1)   The operating results of Flint have been included in our consolidated results since the acquisition on May 14, 2012.

(2)   The operating results of Apptis have been included in our consolidated results since the acquisition on June 1, 2011.

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

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Revenues

(In millions, except percentages)	Infrastructure & Environment			Federal Services (1)			Energy & Construction			Oil & Gas (2)		Eliminations			Total
Six months ended
June 29, 2012	$	1,930.4		$	1,435.3		$	1,503.6		$	277.5	$	(94.6	)	$	5,052.2
July 1, 2011		1,839.4			1,249.8			1,676.8			—		(85.9	)		4,680.1
Increase (decrease)		91.0			185.5			(173.2	)		277.5		8.7			372.1
Percentage increase (decrease)		4.9	%		14.8	%		(10.3	%)		N/M		10.1	%		8.0	%

(1)   The operating results of Apptis have been included in our consolidated results since the acquisition on June 1, 2011.

(2)   The operating results of Flint have been included in our consolidated results since the acquisition on May 14, 2012.

The revenues reported are presented prior to the elimination of inter-segment transactions.  Our analysis of the changes in revenues by reporting segment is discussed below.

The Infrastructure & Environment Division’s Revenues

The Infrastructure & Environment Division’s revenues increased for the six months ended June 29, 2012 compared to the six months ended July 1, 2011.  The increase was primarily due to strong demand for the environmental and engineering work we perform for clients in the oil and gas industry, as well as for the compliance, permitting and remediation services we provide to power companies to assist them in meeting regulatory requirements and mitigating the environmental impact of their operations.  In addition, we experienced increased activity on design and construction projects for the DOD, and revenues increased from our work providing disaster response and recovery services to FEMA.  Revenues also grew from the services we provide to expand and modernize surface and rail transportation networks, as well as from our work providing program management services to international aid agencies in support of economic development efforts.  By contrast, revenues declined from projects involving air transportation infrastructure; water storage, conveyance and treatment systems; and healthcare institutions and other facilities.  In addition, revenues declined from the environmental and engineering services we provide to industrial and mining clients.  Our results in mining market sector reflect the completion of a large engineering and construction assignment in the comparable period last year, which has not been replaced by a similar, large-scale project.

The Federal Services Division’s Revenues

The Federal Services Division’s revenues increased for the six months ended June 29, 2012 compared to the six months ended July 1, 2011.  The increase was primarily due to the recognition of $73.2 million in higher performance-based incentive fees in the current year from our work managing chemical demilitarization programs in the U.S.  We also benefitted from strong demand for the services we provide to maintain, repair and overhaul vehicles, aircraft and other military equipment.  In addition, revenues increased from the growth of our federal IT services business as a result of the June 2011 acquisition of Apptis, which generated $115.8 million in revenues for the six months ended June 29, 2012, compared to $27.6 million in the comparable period last year.  These increases were partially offset by a decrease in revenues from the services we provide to modernize aging weapons systems and develop new systems resulting from delays in the award of new contracts and task orders under existing contracts.

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The Energy & Construction Division’s Revenues

The Energy & Construction Division’s revenuesfor the six months ended June 29, 2012 decreased compared with the six months ended July 1, 2011.  The decrease is primarily due to the timing of the completion of a large power project and large infrastructure project, compared to the start-up of replacement projects.  Revenues during the engineering and early construction tend to be lower than revenues during active construction.  During the six months ended July 1, 2011 there were more projects in active construction compared to the six months ended June 29, 2012.  As a result, revenues for the six months ended June 29, 2012 were relatively lower than for the six months ended July 1, 2011.  Additionally, federal funding decreases, including the completion of ARRA stimulus funded projects, contributed to a decrease in revenues for our work providing nuclear management services to the DOE.

The Oil & Gas Division’s Revenues

The Oil & Gas Division’s revenues for the six months ended June 29, 2012, reflect operating activities for the seven-week period beginning May 14, 2012, the effective date of the Flint acquisition for financial reporting purposes.  Our Oil & Gas Division’s revenues are derived from oilfield services including facility and pipeline construction, transportation, and maintenance services for the oil and gas industry in the U.S. and Canada.

Cost of Revenues

(In millions, except percentages)	Infrastructure & Environment			Federal Services (1)			Energy & Construction			Oil & Gas (2)			Eliminations			Total
Six months ended
June 29, 2012	$	(1,821.7	)	$	(1,285.9	)	$	(1,442.6	)	$	(275.1	)	$	94.6		$	(4,730.7	)
July 1, 2011		(1,731.5	)		(1,170.4	)		(1,615.1	)		—			85.9			(4,431.1	)
Increase (decrease)		90.2			115.5			(172.5	)		275.1			8.7			299.6
Percentage increase (decrease)		5.2	%		9.9	%		(10.7	%)		N/M			10.1	%		6.8	%

(1)   The operating results of Apptis have been included in our consolidated results since the acquisition on June 1, 2011.

(2)   The operating results of Flint have been included in our consolidated results since the acquisition on May 14, 2012.

Our consolidated cost of revenues, which consists of labor, subcontractor costs, and other expenses related to projects, and services provided to our clients, for the six months ended June 29, 2012 increased compared with the six months ended July 1, 2011.  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.

For the six months ended June 29, 2012, our revenues from the Federal Services Division increased faster than cost of revenues, primarily due to the recognition of performance-based incentive fees on various projects.  Consolidated cost of revenues as a percent of revenues improved from 94.7% for the six months ended July 1, 2011 to 93.6% for the six months ended June 29, 2012, reflecting the impact of the incentive fees noted above.  See “Operating Income” for further discussion.

General and Administrative Expenses

Our consolidated G&A expenses for the six months ended June 29, 2012 decreased by 4.8% compared with the six months ended July 1, 2011.  Consolidated G&A expenses as a percent of revenues were 0.8% for the six months ended June 29, 2012 compared to 0.9% for the six months ended July 1, 2011.  The decrease in G&A expenses was due to decreases in benefit and severance costs.

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Acquisition-related Expenses

Our consolidated acquisition-related expenses for the six months ended June 29, 2012 were $16.9 million, which related to our acquisition of Flint in May 2012.  Our consolidated acquisition-related expenses for the six months ended July 1, 2011 were $1.0 million, respectively, which related primarily to our acquisition of Apptis in June 2011.

Acquisition-related expenses generally include legal fees, consultation fees, travel expenses, and other miscellaneous direct and incremental administrative expenses.

Equity in Income (Loss) of Unconsolidated Joint Ventures

(In millions, except percentages)	Infrastructure & Environment			Federal Services (1)			Energy & Construction			Oil & Gas (2)		Total
Six months ended
June 29, 2012	$	(0.1	)	$	3.3		$	41.9		$	0.6	$	45.7
July 1, 2011		2.1			3.1			70.8			—		76.0
Increase (decrease)		(2.2	)		0.2			(28.9	)		0.6		(30.3	)
Percentage increase (decrease)		(104.8	%)		6.5	%		(40.8	%)		N/M		(39.9	%)

(1)   The operating results of Apptis have been included in our consolidated results since the acquisition on June 1, 2011.

(2)   The operating results of Flint have been included in our consolidated results since the acquisition on May 14, 2012.

Our consolidated equity in income (loss) of unconsolidated joint ventures for the six months ended June 29, 2012 decreased compared with the six months ended July 1, 2011.  The decreased was primarily attributable to an $18.3 million decrease in earnings from nuclear management, operations and cleanup projects in the U.K., a $9.5 million favorable settlement on a highway construction project during the six months ended July 1, 2011 as compared to $3.7 million of favorable final project close-out settlements in the current year, and a $6.5 million decrease on a DOE clean-up project due to the timing of recognizing target-cost savings and other performance-based earnings.

Operating Income

(In millions, except percentages)	Infrastructure & Environment			Federal Services (1)			Energy & Construction			Oil & Gas (2)		Corporate			Total
Six months ended
June 29, 2012	$	108.6		$	152.7		$	102.9		$	3.0	$	(56.3	)	$	310.9
July 1, 2011		109.9			81.6			132.5			—	$	(41.4	)		282.6
Increase (decrease)		(1.3	)		71.1			(29.6	)		3.0	$	14.9			28.3
Percentage increase (decrease)		(1.2	%)		87.1	%		(22.3	%)		N/M		36.0	%		10.0	%

(1)   The operating results of Apptis have been included in our consolidated results since the acquisition on June 1, 2011.

(2)   The operating results of Flint have been included in our consolidated results since the acquisition on May 14, 2012.

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As a percentage of revenues, operating income for the six months ended June 29, 2012 was 6.2% compared to 6.0% for the six months ended July 1, 2011.  The increase in operating income was primarily due to the recognition of performance-based incentive fees from work performed by our Federal Services Division managing chemical demilitarization programs in the U.S.  This increase was partially offset by acquisition-related expenses, the wind down of projects and a decrease in equity in income of unconsolidated joint ventures described above.  See the detailed discussion in operating income by segment below.

The Infrastructure & Environment Division’s Operating Income

Operating income as a percentage of revenues was 5.6% for the six months ended June 29, 2012 compared to 6.0% for the six months ended July 1, 2011.  The decrease in operating income was caused by the higher use of subcontractors, which provides lower profit margins than activities performed directly by our employees; legal settlements; and higher pension and severance costs in certain regions.  These increases were partially offset by a decrease in employee benefit costs in other regions as well as general cost reductions.  Overhead costs as a percentage of revenues, decreased from 33.8% for the six months ended July 1, 2011 to 31.8% for the six months ended June 29, 2012.

The Federal Service Division’s Operating Income

Operating income as a percentage of revenues was 10.6% for the six months ended June 29, 2012 compared to 6.5% for the six months ended July 1, 2011.  The increase in operating income was primarily due to a $68.6 million increase in net performance-based incentive fees from work managing chemical demilitarization programs recognized in the current year compared to the corresponding period in 2011.  This increase was partially offset by delayed awards of new task orders under existing contracts.

The Energy & Construction Division’s Operating Income

Operating income as a percentage of revenues was 6.8% for the six months ended June 29, 2012 compared to 7.9% for the six months ended July 1, 2011.  The decrease in operating income was primarily due to the $28.9 million decrease in equity in income of unconsolidated joint ventures described above, a $22.3 million decline resulting from the substantial completion of a levee construction project in New Orleans in the prior year and a $13.6 million prior comparative period impact related to the recognition of target cost savings at an air quality control services project.  These decreases were partially offset by an increase of $22.5 million, consisting of a $3.1 million current period insurance recovery as compared to a prior period loss of $19.4 million, on a common sulfur project.

The Oil & Gas Division’s Operating Income

The Oil & Gas Division’s operating income for the six months ended June 29, 2012, reflect activities for the seven-week period from May 14, 2012, the effective date of the Flint acquisition for financial reporting purposes.  The operating income includes $8.6 million of amortization of intangible assets in connection with Flint acquisition.

Interest Expense

Our consolidated interest expense for the six months ended June 29, 2012 increased by $20.3 million or 199.0% compared with the six months ended July 1, 2011.  This increase was primarily due to the interest expense incurred on the senior notes that we issued in the first quarter of 2012 and the borrowings from our revolving line of credit to fund the Flint acquisition in the second quarter of 2012.

Other Expenses

Our consolidated other expenses for the six months ended June 29, 2012 represents foreign currency losses of $6.4 million recognized on intercompany financing arrangements and a net loss of $0.3 million recognized on foreign currency forward contracts during the six months ended June 29, 2012.

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Income Tax Expense

Our effective income tax rate for the six months ended June 29, 2012 increased to 32.6% from 31.0% for the six months ended July 1, 2011.

Noncontrolling Interests in Income of Consolidated Subsidiaries, Net of Tax

Our noncontrolling interests in income of consolidated subsidiaries, net of tax decreased by $7.7 million or 13.1% for the six months ended June 29, 2012 compared with the six months ended July 1, 2011.  The decrease in noncontrolling interests in income of consolidated subsidiaries, net of tax was primarily due to lower earnings from one of our U.K. joint ventures and the substantial completion of a levee construction project in New Orleans in the prior year.  These decreases were partially offset with higher activity at air quality control services projects.

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LIQUIDITY AND CAPITAL RESOURCES

	Six Months Ended
	June 29,				July 1,
(In millions)	2012				2011
Cash flows from operating activities		$	14.9			$	262.9
Cash flows from investing activities			(1,384.0	)			(320.2	)
Cash flows from financing activities			1,220.9				(82.7	)

Overview

Our primary sources of liquidity are collections of accounts receivable from our clients, dividends from our unconsolidated joint ventures and borrowings related to our Senior Notes, term loan, and lines of credit.  Our primary uses of cash are to fund working capital, acquisitions, income tax payments, and capital expenditures; to service our debt; to pay dividends; 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 requirements, which are affected by numerous factors, including the billing and payment terms of our contracts, the stage of completion of contracts performed by us, the timing of payments to vendors, subcontractors, and joint ventures, and the changes in income tax and interest payments, as well as 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 June 29, 2012 and December 30, 2011, restricted cash was $21.0 million and $21.0 million, respectively, which amounts were included in “Other current assets” on our Condensed Consolidated Balance Sheets.  At June 29, 2012 and December 30, 2011, cash and cash equivalents included $69.6 million and $91.4 million, respectively, of cash held by our consolidated joint ventures, which is available only to fund activities and obligations related to the joint ventures.

Accounts receivable and costs and accrued earnings in excess of billings on contracts (also referred to as “Unbilled Accounts Receivable”)represent our primary sources of cash inflows from operations.  Unbilled Accounts Receivable represents 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 Accounts Receivable may not be billable for periods generally extending from two to six months and, rarely, beyond a year.  As of June 29, 2012 and December 30, 2011, significant unapproved change orders and claims, which are included in Unbilled Accounts Receivable, collectively represented approximately 1% and 2%, respectively, of our gross accounts receivable and Unbilled Accounts Receivable.

Net Accounts Receivable, which is comprised of accounts receivable and Unbilled Accounts Receivable, net of receivable allowances, at June 29, 2012 was $3.0 billion, an increase of $632.7 million, or 26.5% over the balance at December 30, 2011.  The increase was primarily the result of $480.9 million from the Flint acquisition and $67.8 million from accruals related to large performance-based incentive awards.  The remaining difference relates to normal flows within the billing cycle.

All accounts receivable and Unbilled Accounts Receivable 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 Unbilled Accounts Receivable.  The size of our allowance for uncollectible receivables as a percentage of the combined totals of our accounts receivable and Unbilled Accounts Receivable is indicative of our history of successfully billing and collecting from our clients.

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As of June 29, 2012 and December 30, 2011, our receivable allowances represented 1.25% and 1.77%, respectively, of the combined total accounts receivable and Unbilled Accounts Receivable.  We believe that our allowance for doubtful accounts receivable as of June 29, 2012 is adequate.  We have placed significant emphasis on collection efforts and continually monitor our receivables 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 to 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 June 29, 2012 and December 30, 2011 were $280.1 million and $310.8 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 by 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 79 days as of December 30, 2011 to 84 days as of June 29, 2012.

We also analyze the ratio of our accounts receivable to quarterly revenues (the “Ratio”), which increased from 80.6% at July1, 2011 to 86.8% at December 30, 2011 and to 92.5% at June 29, 2012.  We calculate this ratio 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.  Because we acquired Flint on May 14, 2012, an adjustment was made to normalize Flint’s revenues in computing both DSO and the Ratio.

The factors that affect the Ratio also have the same effect on DSO.  The increases in the Ratio, and therefore the increases in DSO, occurred primarily for the following reasons:

·   Accruals of amounts earned from performance-based incentives under long-term U.S. federal government contracts added 4.3% to our ratio of accounts receivable to revenues for the quarter ended December 30, 2011 and 5.3% for the quarter ended June 29, 2012.  These amounts were included in costs and accrued earnings in excess of billings on contracts and they become billable as provided under the terms of the contracts to which they relate.  We do not expect to bill for these incentives until 2013. Our costs and accrued earnings in excess of billings on contracts included amounts earned under milestone payment clauses, which provided 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.

·   Adjustments on some U.S. federal government contracts from bi-monthly to monthly billing cycles, U.S. federal government agency billing requirements changes and invoice reviews by the Defense Contract Audit Agency have caused delays and re-billings, adding 1.0% to our ratio of accounts receivable to revenues for the quarter ended December 30, 2011 and 1.6% for the quarter ended June 29, 2012.

·   The accrual of performance incentive on a DOE nuclear cleanup project added 3.3% to our ratio of accounts receivable to revenues for the quarter ended June 29, 2012.  These amounts were included in costs and accrued earnings in excess of billings on contracts and they become billable as provided under the terms of the contracts to which they relate.  We do not expect to bill for these incentives until 2014.

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·   Other, smaller increases in the ratio of accounts receivable to revenues were caused by:

o   Accruals related to reimbursement under U.S. federal government contracts for employee “stay-and-perform” incentive payments;

o   Accruals related to the procurement of equipment to be installed on a cost-reimbursable power project;

o   The consumption of an advanced payment on a power project; and

o   Timing of billing related to increased reachback activity in 2012 at a nuclear management, operations and cleanup project in the U.K.

We believe that we have sufficient resources to fund our operating and capital expenditure requirements, to pay income taxes, and 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 15, “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.

Acquisition

On May 14, 2012, we acquired the outstanding common shares of Flint for C$25.00 per share in cash, or C$1.24 billion (US$1.24 billion based on the exchange rate on the date of acquisition) and paid $110.3 million of Flint's debt prior to the closing of the transaction in exchange for a promissory note from Flint.  On the date of acquisition, Flint had outstanding Canadian senior notes with a face value of C$175.0 million (US$175.0 million), in addition to $31.6 million of other indebtedness.  

On March 15, 2012, we issued two Senior Notes with an aggregate principal amount of $1.0 billion.  We used the net proceeds from the notes together with borrowings from our 2011 Credit Facility to finance our acquisition of Flint.  See Note 8, “Indebtedness,” to our Condensed Consolidated Financial Statements included under Part 1 - Item 1 of this report, for more information regarding the Senior Notes.

Dividend Program

On February 24, 2012, our Board of Directors approved the initiation of a regular quarterly cash dividend program.  The Board authorized an initial $0.20 per common share quarterly dividend, which was equal to $15.5 million in the aggregate, with a record date of March 16, 2012 and a payment date of April 6, 2012.  On May 4, 2012, the Board declared a quarterly cash dividend of $0.20 per common share, which was equal to $15.4 million in the aggregate, with a record date of June 15, 2012 and a payment date of July 6, 2012.  On August 3, 2012, the Board declared a quarterly cash dividend of $0.20 per common share with a record date of September 14, 2012 and a payment date of October 5, 2012.  Future dividends are subject to approval by our Board of Directors, or pursuant to delegated authority, the Audit Committee of the Board.

Operating Activities

The decrease in cash flows from operating activities for the six months ended June 29, 2012, compared to the six months ended July 1, 2011, was primarily due to the timing of billings, collections and advance payments from clients on accounts receivables, employer contribution payments to our 401(k) plan, payments on project incentive awards, and an increase in interest payments and acquisition expenses, partially offset by a decrease in income tax payments.

In 2011, we merged the Energy & Construction Division’s 401(k) plan into the company-wide 401(k) plan and the timing of employer contributions was shifted from a bi-weekly basis to an annual basis.  Prior to the merger of the plans, we generally made the employer contributions for the Energy & Construction Division’s 401(k) plan within the same fiscal year in which the benefits were earned.  Under the merged plan, we expect to pay the contributions in the first quarter following the end of the fiscal year.  Due to the difference in timing of contributions made, we paid $37.5 million more in contributions during the six months ended June 29, 2012 compared to the same period last year.  If the plans were not merged, the majority of these contributions would have been made in 2011.

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Investing Activities

Cash flows used for investing activities of $1.4 billion during the six months ended June 29, 2012 consisted of the following significant activities:

·   payments for business acquisition, net of cash acquired, of $1.3 billion; and

·   capital expenditures, excluding purchases financed through capital leases and equipment notes, of $49.0 million.

These cash flows were partially offset by:

·   proceeds from disposal of property and equipment of $13.0 million, mainly resulting from the residual payment received on the close out and settlement of mining projects in Jamaica.

Cash flows used for investing activities of $320.2 million during the six months ended July 1, 2011 consisted of the following significant activities:

·   payments for business acquisition, net of cash acquired, of $278.8 million;

·   capital expenditures, excluding purchases financed through capital leases and equipment notes, of $31.3 million; and

·   disbursements related to advances to unconsolidated joint ventures of $12.0 million.

For the remainder of fiscal year 2012, we expect to incur approximately $72 million in capital expenditures, a portion of which will be financed through capital leases or equipment notes.

Financing Activities

Cash flows generated from financing activities of $1.2 billion during the six months ended June 29, 2012 consisted of the following significant activities:

·   proceeds of our Senior Notes, net of debt discount and issuance costs, of $990.1 million;

·   net borrowings from our revolving line of credit of $296.4 million; and

·   net change in overdrafts of $30.8 million.

These cash flows were partially offset by:

·   repurchases of our common stock of $40.0 million;

·   distributions to noncontrolling interests of consolidated joint ventures of $35.2 million; and

·   dividend payments of $14.9 million.

Cash flows used for financing activities of $82.7 million during the six months ended July 1, 2011 consisted of the following significant activities:

·   repurchases of our common stock of $136.7 million; and

·   distributions to noncontrolling interests of consolidated joint ventures of $38.6 million.

These cash flows were partially offset by:

·   net borrowings from our revolving line of credit of $50.0 million; and

·   net change in overdrafts of $32.3 million.

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Contractual Obligations and Commitments

The following table contains information about our contractual obligations and commercial commitments as of June 29, 2012:

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 June 29, 2012:
2011 Credit Facility (1)	$	700.0	$	26.2	$	113.8	$	560.0	$	—	$	—
3.85% Senior Notes (2)		400.0		—		—		400.0		—		—
5.00% Senior Notes (2)		600.0		—		—		—		600.0		—
7.50% Canadian Notes (2)		169.3		—		—		—		169.3		—
Revolving line of credit		320.0		—		—		320.0		—		—
Capital lease obligations (1)		52.8		23.6		20.8		8.4		—		—
Notes payable, foreign credit lines and other indebtedness		51.6		37.8		11.1		2.7		—		—
Total debt		2,293.7		87.6		145.7		1,291.1		769.3		—
Operating lease obligations (3)		796.5		202.5		279.9		143.3		170.8		—
Pension and other retirement plans funding requirements (4)		618.5		193.4		85.1		88.3		251.7		—
Interest (5)		540.5		77.5		146.0		139.9		177.1		—
Dividends payable (6)		15.7		15.2		0.5		—		—		—
Purchase obligations (7)		12.2		8.9		3.3		—		—		—
Asset retirement obligations (8)		13.1		0.2		4.2		3.3		5.4		—
Other contractual obligations (9)		36.7		17.9		1.9		1.5		—		15.4
Total contractual obligations	$	4,326.9	$	603.2	$	666.6	$	1,667.4	$	1,374.3	$	15.4

(1)   Amounts shown exclude unamortized debt issuance costs of $4.3 million for our 2011 Credit Facility.  For capital lease obligations, amounts shown exclude interest of $1.7 million.

(2)   Amounts shown exclude unamortized discount for the 3.85% and 5.00% Senior Notes of $1.1 million, and unamortized premium for the 7.50% Canadian Notes of $28.8 million.

(3)   Operating leases are predominantly real estate leases.

(4)   Amounts consist of estimated pension and other retirement plan funding requirements, to the extent that we were able to develop reasonable estimates, for various defined benefit, post-retirement, defined contribution, multi-employer, and other retirement plans.

(5)   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.

(6)   On February 24, 2012, our Board of Directors approved the initiation of a regular quarterly cash dividend program. Dividends for unvested restricted stock awards and units will be paid upon vesting.  Future dividends are subject to approval by our Board of Directors or, pursuant to delegated authority, the Audit Committee of the Board.

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

(8)   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.

(9)   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 “Other” above.

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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, we would be unable to issue or renew standby letters of credit and bank guarantees, which would impair our ability to maintain normal operations.  As of June 29, 2012, we had $130.7 million in standby letters of credit outstanding under our 2011 Credit Facility and $31.9 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 June 29, 2012.

·   We have guaranteed several of our foreign credit facilities and bank guarantee lines.  The aggregate amount of these guarantees was $65.1 millionas of June 29, 2012.

·   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 Consolidated Balance Sheets.  We are obligated to reimburse the issuer of our surety bonds for any payments made thereunder.  Each of our commitments under performance bonds generally ends concurrently with the expiration of our related contractual obligation.

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2011 Credit Facility

As of both June 29, 2012 and December 30, 2011, the outstanding balance of the term loan under our 2011 Credit Facility was $700.0 million. As of June 29, 2012 and December 30, 2011, the interest rates applicable to the term loan were 1.75% and 1.80%, respectively. Loans outstanding under our 2011 Credit Facility bear interest, at our option, at the base rate or at the London Interbank Offered Rate (“LIBOR”) 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 interest rate at which we normally borrow is LIBOR plus 150 basis points.

We were in compliance with the covenants of our 2011 Credit Facility as of June 29, 2012.

Senior Notes and Canadian Notes

On March 15, 2012, we issued in a private placement $400.0 million aggregate principal amount of 3.85% Senior Notes due on April 1, 2017 and $600.0 million aggregate principal amount of 5.00% Senior Notes due on April 1, 2022.  As of June 29, 2012, the outstanding balance of the Senior Notes was $998.9 million, net of $1.1 million of discount.

Interest on the Senior Notes is payable semi-annually on April 1 and October 1 of each year beginning on October 1, 2012.  The net proceeds of the Senior Notes were used to fund the acquisition of Flint.  We may redeem the Senior Notes, in whole or in part, at any time and from time to time, at a price equal to 100% of the principal amount, plus a "make-whole" premium and accrued and unpaid interest as described in the indenture.  In addition, we may redeem all or a portion of the 5.00% Senior Notes at any time on or after the date that is three months prior to the maturity date of those Senior Notes, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed.  We may also, at our option, redeem the Senior Notes, in whole, at 100% of the principal amount and accrued and unpaid interest upon the occurrence of certain events that result in an obligation to pay additional amounts as a result of certain specified changes in tax law described in the indenture.  Additionally, if a change of control triggering event occurs, as defined by the terms of the indenture, we will be required to offer to purchase the Senior Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of the purchase.  We are generally not limited under the indenture governing the Senior Notes in our ability to incur additional indebtedness provided we are in compliance with certain restrictive covenants, including restrictions on liens and restrictions on sale and leaseback transactions.

The Senior Notes are our general unsecured senior obligations and rank equally with our other existing and future unsecured senior indebtedness.  The Senior Notes are fully and unconditionally guaranteed (the “Guarantees”) by each of our current and future domestic subsidiaries that are guarantors under our 2011 Credit Facility or that are wholly owned domestic obligors or wholly owned domestic guarantors, individually or collectively, under any future indebtedness of our subsidiaries in excess of $100.0 million (the “Guarantors”).  The Guarantees are the Guarantors’ unsecured senior obligations and rank equally with the Guarantors’ other existing and future unsecured senior indebtedness.

In connection with the sale of the Senior Notes, we entered into a registration rights agreement to file a registration statement with the SEC offering to exchange any privately placed Senior Notes with substantially similar notes, except that the newly exchanged notes will be unrestricted and freely tradable securities.  We will use commercially reasonable efforts to cause the registration statement to be declared effective by the SEC and complete the exchange offer no later than March 15, 2013; otherwise we may be required to pay additional interest to the holders of the Senior Notes.

On May 14, 2012, we guaranteed Flint’s senior notes (the “Canadian Notes”) with an outstanding face value of C$175.0 million (US$175.0 million).  The Canadian Notes mature on June 15, 2019 and bear interest at 7.5% per year, payable in equal installments semi-annually in arrears on June 15 and December 15 of each year.  As of June 29, 2012, the outstanding balance of the Canadian Notes was $198.1 million, including $28.8 million of premium.

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The Canadian Notes are Flint’s direct senior unsecured obligations and rank pari passu, subject to statutory preferred exceptions, with URS’ debt.  Prior to June 15, 2014, we may redeem up to 35.0% of the principal amount of the outstanding Canadian Notes with the net cash proceeds of one or more qualified equity offerings at a redemption price equal to 107.5% of the principal amount of the Canadian Notes, provided that at least 65.0% of the aggregate principal amount of the Canadian Notes remain outstanding.  We may also redeem the Canadian Notes prior to June 15, 2015 at a redemption price equal to 100.0% of the principal amount of the Canadian Notes plus an applicable premium.  We may also redeem the Canadian Notes on or after June 15, 2015 at a redemption price equal to 103.8% of the principal amount if redeemed in the twelve-month period beginning June 15, 2015; at a redemption price equal to 101.9% of the principal amount if redeemed in the twelve-month period beginning June 15, 2016 and at a redemption price equal to 100.0% of the principal amount if redeemed in the period beginning June 15, 2017 before maturity.

Upon the occurrence of a change in control, Canadian Notes holders have a right to require that their Notes be redeemed at a cash price equal to 101.0% of the principal amount of the Canadian Notes.  Our acquisition of Flint constituted a change in control under the Canadian Note indenture and, as a result, the holders of the Canadian Notes had the right to require that their Notes be redeemed.  The Canadian Notes also contain covenants limiting us and some of our subsidiaries’ ability to create liens and restricts them from amalgamating, consolidating or merging with or into or winding up or dissolving into another person or selling, leasing, transferring, conveying or otherwise disposing of or assigning all or substantially all of their assets.  The Canadian Notes also contain covenants, which are suspended as long as the Canadian Notes have investment grade ratings that would restrict us and some of our subsidiaries from: making restricted payments, incurring indebtedness, selling assets and entering into transactions with affiliates.  As of June 29, 2012, the Canadian Notes carried investment grade ratings.

We were in compliance with the covenants of our Senior Notes and Canadian Notes as of June 29, 2012.

Revolving Line of Credit

Our revolving line of credit is used to fund daily operating cash needs and to support our standby letters of credit.  In the ordinary course of business, the use of our revolving line of credit is a function of collection and disbursement activities.  Our daily cash needs generally follow a predictable pattern that parallels our payroll cycles, which dictate, as necessary, our short-term borrowing requirements.

As of June 29, 2012 and December 30, 2011, we had an outstanding balance of $320.0 million and $23.0 million on our revolving line of credit, respectively.  As of June 29, 2012, we had issued $130.7 million of letters of credit, leaving $549.3 million available under our revolving credit facility.

Other Indebtedness

Notes payable, Loan Notes, and foreign credit lines.  As of June 29, 2012 and December 30, 2011, we had outstanding amounts of $51.6 million and $53.1 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 4.44% and 4.04% as of June 29, 2012 and December 30, 2011, respectively.  Notes payable primarily include notes used to finance the purchase of office equipment, computer equipment and furniture.

As of June 29, 2012 and December 30, 2011, we had $35.9 million and $33.7 million, respectively, in lines of credit available under all foreign facilities.  As of June 29, 2012 and December 30, 2011, the total outstanding debt balance of our foreign credit lines was $8.1 million and $10.5 million, respectively.

Capital Leases.  As of June 29, 2012 and December 30, 2011, we had obligations under our capital leases of approximately $52.8 million and $27.3 million, respectively, consisting primarily of leases for office equipment, computer equipment, furniture, vehicles and automotive equipment, and construction equipment.

Operating Leases.  As of June 29, 2012 and December 30, 2011, we had obligations under our operating leases of approximately $796.5 million and $650.2 million, respectively, consisting primarily of real estate leases.

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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 condensed 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, for the year ended December 30, 2011.  There were no material changes to these critical accounting policies during the six months ended June 29, 2012.

ADOPTED AND OTHER RECENTLY ISSUED ACCOUNTING STANDARDS

See Note 2 – “Adopted and Other Recently Issued Statements of Financial Accounting Standards,” to our Condensed Consolidated Financial Statements included under Part 1 – Item 1 of this report.

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.  Based on the outstanding term loan of $700.0 million under our 2011 Credit Facility and an outstanding revolving line of credit balance of $320.0 million, 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 $5.1 million.  As market rates are at historically low levels, the index rate used to calculate our interest expense cannot drop by the full 1% as our current variable index is 0.25%.  If our variable margin rate drops by 0.25%, it would lower our net-of-tax interest expense by approximately $1.3 million.  This analysis is computed taking into account the current outstanding term loan 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 business 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 recorded foreign currency translation losses of $33.7 million and foreign currency translation gains of $5.6 million in “Other comprehensive income” for the three months ended June 29, 2012 and July 1, 2011, respectively.  We recorded foreign currency translation losses of $12.6 million and foreign currency translation gains of $18.7 million in “Other comprehensive income” for the six months ended June 29, 2012 and July 1, 2011, respectively.  We recorded net foreign currency losses of $9.2 million and $6.7 million in “Other expenses” on our Condensed Consolidated Statements of Operations for the three and six months ended June 29, 2012, respectively.

Upon the acquisition of Flint, we entered into intercompany loans between our domestic subsidiaries and our international subsidiaries.  Foreign currency differences arising from the translation of intercompany loans from a foreign currency into the functional currency of an entity, which are of a long-term investment nature (that is, settlement is not planned or anticipated in the foreseeable future), are recorded in “Accumulated other comprehensive income (loss)” on our Condensed Consolidated Balance Sheets.  Foreign currency differences arising from the translation of other intercompany loans from a foreign currency into the functional currency of an entity are recorded in “Other expenses” on our Condensed Consolidated Statements of Operations.  Therefore, changes between the U.S. Dollar/Canadian Dollar will have a non-cash impact on our consolidated net income as long as the intercompany loan that is not of a long-term investment nature between our domestic and international subsidiaries remains in place.

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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 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

We acquired Flint on May 14, 2012 and are currently in the process of integrating it into our existing internal controls over financial reporting.  There were no other changes in our internal control over financial reporting during the quarter ended June 29, 2012 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.

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 15, “Commitments and Contingencies,” to our “Condensed Consolidated Financial Statements” included under Part 1 – Item 1 of this report for a discussion of our legal proceedings, which is incorporated herein by reference.

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ITEM 1A.  RISK FACTORS

In addition to our other disclosures set forth 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 delays, curtailment or cancellation of proposed and existing projects.  Our clients have been affected by weak economic conditions caused by past declines in the global economy and volatility in the European and global financial markets.  As a result, some clients delayed, curtailed or cancelled proposed and existing projects and may continue to do so.  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.  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 Budget Control Act of 2011 could significantly reduce government spending for the services we provide.

On August 2, 2011, the Budget Control Act of 2011 (the “Budget Control Act”) was enacted, which could impose an estimated $1.2 trillion in future federal spending cuts if budget deficit targets are not achieved.  If the federal government does not meet the Budget Control Act targets or does not otherwise delay or change this legislation, then automatic across-the-board budget cuts, or sequestrations, will be mandated across the federal budget in fiscal year 2013.  Any significant reduction in federal government spending could reduce demand for our services, cancel or delay federal projects, and result in the closure of federal facilities and significant personnel reductions, which could have a material adverse effect on our results of operation and financial condition.

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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.

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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, during the quarter ended September 30, 2011, a decline in our stock price and market capitalization triggered an interim impairment test, which resulted in a goodwill impairment charge of $825.8 million for the year ended December 30, 2011.  Goodwill may be impaired if the estimated fair value of one or more of our reporting units is less than the carrying value of the respective reporting unit.  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 $4.0 billion as of June 29, 2012.  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 the following:

·   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.  The following are examples of such events:

·   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 June 29, 2012, our book of business was estimated at approximately $27.3 billion, which included $14.3 billion of 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, adjusted in scope 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.

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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 46% of our total revenues for the six months ended June 29, 2012.  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 Federal Acquisition Regulation (“FAR”), the Truth in Negotiations Act, Cost Accounting Standards (“CAS”), 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.

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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 15, “Commitments and Contingencies,” to our “Condensed Consolidated Financial Statements” included under Part I – Item 1 of this report 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.

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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.

Our services are subject to numerous environmental protection laws and regulations that are complex and stringent.  Our business involves the planning, design, program management, construction and construction management, and operations and maintenance at various sites, including but not limited to pollution control systems, nuclear facilities, hazardous waste and Superfund sites, contract mining sites, hydrocarbon production, distribution and transport sites, military bases and other infrastructure-related facilities.  We also regularly perform work, including oil field and pipeline construction services in and around sensitive environmental areas, such as rivers, lakes and wetlands.  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 also own and operate several properties in the U.S. and Canada that have been used for the storage and maintenance of equipment and upon which hydrocarbons or other wastes may have been disposed or released.  Past business practices at companies that we have acquired may also expose us to future unknown environmental liabilities

Significant fines, penalties and other sanctions may be imposed for non-compliance with environmental laws and regulations, and some environmental laws provide for joint and several strict liabilities for remediation of releases of hazardous substances, rendering a person liable for environmental damage, without regard to negligence or fault on the part of such person.  These laws and regulations may expose us to liability arising out of the conduct of operations or conditions caused by others, or for our acts that were in compliance with all applicable laws at the time these acts were performed.  For example, there are a number of governmental laws that strictly regulate the handling, removal, treatment, transportation and disposal of toxic and hazardous substances, such as the Comprehensive Environmental Response Compensation and Liability Act of 1980 (“CERCLA”), and comparable state laws, that impose strict, joint and several liabilities without regard to whether a company knew of or caused the release of hazardous substances for the entire cost of cleanup.  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.  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 clean-up 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.

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Changes in transportation regulations and other factors may increase our costs and negatively impact our profit margins.

We own a large fleet of trucks and other heavy vehicles to transport drilling rigs and provide fluid hauling and other oil and gas services in North America.  We are subject to national and state regulations that include certain permit requirements of highway and safety authorities.  These regulatory authorities exercise broad powers over our transport operations, generally governing such matters as the authorization to engage in transportation operations, safety, equipment testing and specifications and insurance requirements.  The transportation industry is also subject to regulatory and legislative changes that may impact our operations, such as by requiring changes in fuel emissions limits, vehicle air emissions, the hours of service regulations that govern the amount of time a driver may drive or work in any specific period, limits on vehicle weight and size and other matters.  Changes in regulation may increase costs related to truck purchases and maintenance, impair equipment productivity, decrease the residual value of these vehicles and increase operating expenses.

In addition, our transport business is impacted by weather conditions that can restrict our ability to deliver services.  For example, Canadian municipalities and provincial transportation departments enforce seasonal road bans each spring that limit the movement of heavy vehicles and equipment.  Additionally, some Canadian oil and natural gas producing areas are only accessible in the winter months when the ground or waterways are frozen.  Also higher fuel prices may negatively affect our profit margins.

Proposals to increase federal, state or local taxes, including taxes on motor fuels, are also made from time to time, and any such increase would increase our operating costs.  We cannot predict whether, or in what form, any legislative or regulatory changes applicable to our trucking operations will be enacted and to what extent any such legislation or regulations could increase our costs or otherwise adversely affect our profit margin and overall business.

Demand for our oil and gas services fluctuates.

In May 2012, we completed our acquisition of Flint Energy Services Ltd., which significantly increased our oil and gas services in the North America.  Demand for our oil and gas services fluctuates, and we depend on our customers’ willingness to make future expenditures to explore for, develop and produce oil and natural gas in the U.S. and Canada.  Our customers’ willingness to undertake these activities depends largely upon prevailing industry conditions that are influenced by numerous factors over which we have no control, including:

·   prices, and expectations about future prices, of oil and natural gas;

·   domestic and foreign supply of and demand for oil and natural gas;

·   the cost of exploring for, developing, producing and delivering oil and natural gas;

·   available pipeline, storage and other transportation capacity;

·   availability of qualified personnel and lead times associated with acquiring equipment and products;

·   federal, state and local regulation of oilfield activities;

·   the availability of water resources and the cost of disposal and recycling services; and

·   seasonal limitations on access to work locations.

Anticipated future prices for natural gas and crude oil are a primary factor affecting spending and drilling activity by our customers.  Lower prices or volatility in prices for oil and natural gas typically decrease spending and drilling activity, which can cause rapid and material declines in demand for our services and in the prices we are able to charge for our services.  Worldwide political, economic, military and terrorist events as well as natural disasters and other factors beyond our control contribute to oil and natural gas price levels and volatility and are likely to continue to do so in the future.

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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 46% of our total revenues for the six months ended June 29, 2012.  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 some types 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.

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.  Legislation passed in August 2011 includes significant reductions in federal government spending over a ten-year period and could result in reductions in the funding proposed by the Administration for infrastructure, defense-related or other projects.  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 funding 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 46% of our total revenues and contracts, of which the DOD and other defense-related clients represented approximately 28% of our total revenues for the six months ended June 29, 2012.  In August 2011, legislation passed, which included 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.

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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.

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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.

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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 six months ended June 29, 2012, our equity in income of unconsolidated joint ventures amounted to $45.7 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.

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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 delays 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 losses 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 recently completed construction projects experienced cost increases and schedule delays resulting in cumulative losses of approximately $104.0 million as of June 29, 2012.  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.

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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.  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 if 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 potentially significant monetary damages we may incur.

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.

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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 43% of the total top 500 U.S. design firm revenues in 2011.  The top 25 U.S. contractors accounted for approximately 48% of the top 400 U.S. contractors’ total revenues in 2010, 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 the number of key employees 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 multiemployer 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 30, 2011, our defined benefit pension and post-retirement benefit plans were projected to be underfunded by $299.2 million.  See Note 12, “Employee Retirement and Post-Retirement Benefit Plans,” to our “Condensed Consolidated Financial Statements” included under Part I – Item 1 of this report for additional disclosure.  This amount does not include any potential obligations we may owe under a multiemployer plan.  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 multiemployer 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 multiemployer pension plans.  For the year ended December 30, 2011, we contributed $40.7 million to multiemployer pension plans.  Under the Employee Retirement Income Security Act, an employer who contributes to a multiemployer pension plan, absent an applicable exemption, may also be liable, upon termination or withdrawal from the plan, for its proportionate share of the multiemployer pension plan’s unfunded vested benefit.  If we terminate or withdraw from a multiemployer 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 the amount of potential contributions that could be required, if any.

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

As of June 29, 2012, the outstanding balance of the term loan under our 2011 Credit Facility was $700.0 million.  We had an outstanding balance of $320.0 million under our revolving line of credit as of June 29, 2012.  Our next scheduled payment on our term loan of $8.8 million is due in December 2012.  In addition, in March 2012, we issued $1.0 billion of the Senior Notes in connection with the acquisition of Flint.  As part of the acquisition, we also guaranteed Canadian Notes with outstanding face values of $175.0 million maturing on June 15, 2019, accruing interest at a rate of 7.5% per annum and payable semi-annually.  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;

·   affect our credit rating;

·   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.

Because URS Corporation, the parent company, is a holding company, we may not be able to service our debt if our subsidiaries do not make sufficient distributions to us.

Our parent company has no direct operations and no significant assets other than investments in the stock of our subsidiaries.  Because we conduct our business operations through our operating subsidiaries, we depend on those entities for payments and dividends to generate the funds necessary to meet our financial obligations.  Although there are currently no material legal restrictions on our operating subsidiaries’ ability to distribute assets to us, legal restrictions, including governmental regulations and contractual obligations, could restrict or impair our operating subsidiaries’ ability to pay dividends or make loans or other distributions to us in the future.  Legal restrictions, including state and local tax regulations and other contractual obligations could restrict or impair our subsidiaries’ ability to pay dividends or make loans or other distributions to us.  The earnings from, or other available assets of, these operating subsidiaries may not be sufficient to make distributions to enable us to pay interest on our debt obligations when due or to pay the principal of such debt at maturity.

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Restrictive covenants and other restrictions in our credit and debt arrangements may restrict our ability to pursue business strategies.

Our 2011 Credit Facility, Senior Notes, Canadian Notes, and our other outstanding indebtedness include covenants and restrictions 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.

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 16% of our revenues from international operations for the six months ended June 29, 2012.  International business is subject to a variety of potential 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, the U.K. Bribery Act, the Canadian Corruption of Foreign Public Officials 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.

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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 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 implemented “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 U.S., 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.

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 IT 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 IT 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 secrets 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.

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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 2011, floods in Australia caused several of our Australian 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, a number of employees lost their lives and 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.

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 June 29, 2012, approximately 24% 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.

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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 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.

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 by 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 second quarter of 2012:

	(a) Total Number of Shares Purchased (1,2)	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	(d) Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs (2)
	(In millions, except average price paid per share)
March 31, 2012 – April 27, 2012	0.3	$	42.53	—	4
April 28, 2012 – May 25, 2012	—		41.31	—	4
May 26, 2012 – June 29, 2012	—		34.01	—	4
Total	0.3			—

(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)   For fiscal years 2012, 2013 and 2014, the number of shares authorized for repurchase under the program are 3.0 million shares, plus the number of shares equal to the difference between the number of shares authorized to be purchased in the prior year and the actual number of shares repurchased during the prior year, not to exceed 6.0 million shares in aggregate.  For the three months ended June 29, 2012, we did not repurchase any shares of our common stock.  The repurchase program will expire at the end of our 2014 fiscal year.  The Board of Directors may modify, suspend, extend or terminate the program at any time.  As of June 29, 2012, we have approximately 4 million shares that may yet be purchased under the plan.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4.  MINE SAFETY DISCLOSURE

Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank 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.  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 an independent contractor performing services or construction of such mine.

Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K is included in Exhibit 95.

ITEM 5.  OTHER INFORMATION

None.

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ITEM 6.  EXHIBITS

a)   Exhibits

		Incorporated by Reference
Exhibit				Filing	Filed
Number	Exhibit Description	Form	Exhibit	Date	Herewith
3.1	Restated Certificate of Incorporation of URS Corporation, as filed with the Secretary of State of Delaware on September 9, 2008.	8-K	3.01	9/11/2008
3.2	Bylaws of URS Corporation as amended on February 26, 2010.	10-Q	3.02	5/12/2010
4.1	Indenture, dated as of June 8, 2011, by and among Flint Energy Services Ltd., Computershare Trust Company of Canada and the guarantors listed on the signature pages thereto.	8-K	4.1	5/18/2012
4.2	Supplemental Indenture, dated as of October 20, 2011, among Flint Energy Services Ltd., Computershare Trust Company of Canada, Carson Energy Services Ltd., and Supreme Oilfield Construction Ltd.	8-K	4.2	5/18/2012
4.3	Second Supplemental Indenture, dated as of May 14, 2012, among Flint Energy Services Ltd. and Computershare Trust Company of Canada.	8-K	4.3	5/18/2012
4.4	Third Supplemental Indenture, dated as of May 14, 2012, among Flint Energy Services Ltd., URS Corporation, URS Fox US LP, the additional guarantor parties thereto and Computershare Trust Company of Canada.	8-K	4.4	5/18/2012
4.5	Fourth Supplemental Indenture, dated as of May 15, 2012, among Flint Energy Services Ltd. and Computershare Trust Company of Canada.	8-K	4.5	5/18/2012
4.6	Third Supplemental Indenture, dated as of May 14, 2012, by and among URS Corporation, URS Fox US LP, U.S. Bank National Association and the United States subsidiaries of Flint Energy Services Ltd.	8-K	4.6	5/18/2012
10.1 *	URS Corporation 2008 Equity Incentive Plan, amended on May 24, 2012.	8-K	10.1	5/30/2012
10.2 *	Employment Agreement between Flint Energy Services Ltd. and William John Lingard.				X
10.3 *	Form of Officer Indemnification Agreement between URS Corporation and William John Lingard.	10-Q	10.3	6/14/2004
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
95	Mine Safety Disclosure				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

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* Represents a management contract or compensatory plan or arrangement.

** 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.

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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:  August 7, 2012	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall
		Vice President and Chief Accounting Officer

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Exhibit No.	Description
10.2	Employment Agreement between Flint Energy Services Ltd. and William John Lingard.
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.
95	Mine Safety Disclosure
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.

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EX-10.2

EXHIBIT 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT made effective the __ day of __ , 2012 (the “Effective Date”)

BETWEEN:

FLINT ENERGY SERVICES LTD.,

a body corporate incorporated under the laws of Alberta

(the “Corporation”)

- and -

WILLIAM JOHN LINGARD,

an individual residing in Calgary, Alberta

(the “Executive”)

(each, a “Party” and collectively, the “Parties”)

RECITALS:

A. The Executive is employed by the Corporation.

B. Commencing on the Effective Date, the Parties wish to enter into this Agreement to govern the future terms and conditions of the Executive’s employment with the Corporation.

NOW, THEREFORE, for good and valuable consideration, including the terms, conditions and covenants hereinafter set forth, the sufficiency of which is hereby acknowledged by the Parties, the Corporation and the Executive agree as follows:

1.   DEFINITIONS

1.1   In this Agreement, the following terms shall have the following meanings:

(a)   “Agreement” means this Executive Employment Agreement;

(b)   “Act” means the Business Corporations Act (Alberta);

(c)   “Affiliated” has the meaning set forth in the Act, and “Affiliate” means one of two or more Affiliated bodies corporate, including any subsidiary, parent, division, affiliate, predecessor or successor of the Corporation as at the date in question;

(d)   “Base Salary” has the meaning set forth in Section 5.2 of this Agreement;

(e)   “Benefits” has the meaning set forth in Section 7.1 of this Agreement;

(f)   “Board” means the Board of Directors of the Corporation;

(g)   “Bonus Payment” has the meaning set forth in Section 6.2 of this Agreement;

(h)   “Business” means the business carried on by the Corporation or any of its Affiliates at the time in question, including the provision of midstream production services to the oil and gas industry and various other industries, which midstream production services include oil and gas production services, facility infrastructure, fabrication and installation services, oil and gas transportation systems installation services, safety services and all related or ancillary services;

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(i)   “Business Day” means any day other than a Saturday, a Sunday or a day that is a statutory holiday in Alberta;

(j)   “Cause” has the meaning set forth in Section 11.1 of this Agreement;

(k)   “Company Property” includes all equipment, automobiles, credit cards, keys, books, literature, reports, materials, tools, devices, records, files, data, tapes, computer programs, diskettes, manuals, software, communications, letters, proposals, memoranda, lists, drawings, blueprints, correspondence, specifications and any other documents and property belonging to the Corporation or any of its Affiliates;

(l)   “Confidential Information” has the meaning set forth in Section 13.1 of this Agreement;

(m)   “Discretion” means sole, absolute and unfettered discretion and, when used in reference to the giving of consent, means that the consent may be arbitrarily and unreasonably withheld, conditioned or delayed;

(n)   “Effective Date” means the date of this Agreement;

(o)   “Executive Group” has the meaning set forth in Section 18.1 of this Agreement;

(p)   “Executive’s Notice Period” has the meaning set forth in Section 11.5 of this Agreement;

(q)   “Good Reason” means, without the Executive’s prior written consent, a reduction in the Base Salary by the Corporation which is not cured by the Corporation within 10 Business Days of the Executive providing written notice to the Corporation of such Good Reason, such written notice to be provided by the Executive to the Corporation within 5 Business Days of the occurrence of the event constituting Good Reason.  If the Executive fails to deliver such notice within such time, there will be no Good Reason;

(r)   “Intellectual Property” has the meaning set forth in Section 14.1 of this Agreement;

(s)   “Non-Competition Period” has the meaning set forth in Section 16.1 of this Agreement;

(t)   “Notice” has the meaning set forth in Section 20.1 of this Agreement;

(u)   “Party” means either of the Corporation or the Executive and “Parties” means both of them;

(v)   “Policies” means the policies, procedures and rules established by the Corporation from time to time;

(w)   “Prior Materials” has the meaning set forth in Section 14.4 of this Agreement;

(x)   “Said Sections” has the meaning set forth in Section 18.1 of this Agreement;

(y)   “Separation Package” has the meaning set forth in Section 11.2 of this Agreement;

(z)   “Term” has the meaning set forth in Section 3.1 of this Agreement; and

(aa)   “Termination Date” means the last day worked by the Executive hereunder.

2.   EMPLOYMENT OF EXECUTIVE

2.1   The Corporation hereby employs the Executive as its Division President on the terms and conditions set forth herein, and the Executive hereby accepts such employment on such terms and conditions. The relationship between the parties is that of employer and employee.

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3.   TERM OF AGREEMENT

3.1   This Agreement and the Executive’s employment hereunder shall come into effect on the Effective Date and shall thereafter continue in force indefinitely unless earlier terminated by the Corporation or the Executive as provided for elsewhere herein (the “Term”).

4.   DUTIES OF EXECUTIVE

4.1   The Executive acknowledges and agrees that the effective performance of his employment duties requires the highest level of integrity and the Corporation’s complete confidence in the Executive’s relationship with other employees of the Corporation and all of its Affiliates and with all persons dealt with by the Executive in the course of his employment hereunder. The Executive shall at all times conduct himself in a professional, businesslike manner.  The Executive is a fiduciary of the Corporation.

4.2   The Executive shall, during the Term:

(a)   report to the Chief Executive Officer or his designate and act consistently with the directions and Policies established from time to time by the Board;

(b)   perform the duties and responsibilities of Division President, including all those duties and responsibilities customarily performed by persons holding the same or equivalent positions in corporations of a size similar to that of the Corporation, in businesses similar to the Business, in Canada or the United States, as well as such other related duties and responsibilities as may be assigned to the Executive by the Chief Executive Officer or his designate from time to time, acting reasonably, provided such other related duties and responsibilities are consistent with the Executive’s duties as Division President;

(c)   accept such other or further office or offices to which the Executive may be elected or appointed by the Board (including to an Affiliate of the Corporation) in addition to that of Division President of the Corporation, provided the duties and responsibilities associated with such office or offices shall be consistent with the duties provided for in Section 4.2(b);

(d)   devote the whole of his working time, attention, efforts and skill to the performance of his employment duties and responsibilities as set forth herein, and truly and faithfully serve the best interests of the Corporation (or an Affiliate of the Corporation, as the case may be) at all times. In particular, but without limiting the generality of the foregoing, the Executive shall not engage in any personal activities or any employment, consulting work, trade or other business activity on his own account or on behalf of any other person, nor shall he invest in or be a shareholder of any other business or person that directly or indirectly competes, conflicts or interferes with the Business or the performance of the Executive’s duties under this Agreement in any way. Notwithstanding the foregoing, it shall not be a violation of this Section 4.2(d) for the Executive to have other business interests that do not directly or indirectly conflict with the Corporation’s affairs or the Executive’s ability to fulfill his duties to the Corporation hereunder (the Executive agreeing to bring to the attention of the Board any potential conflicts of interest), or for the Executive to engage in a voluntary activity or other public service that does not interfere with the Executive’s duties under this Agreement;

(e)   perform the Executive’s duties primarily from the Corporation’s offices in Calgary, Alberta, or such other geographic location in Canada or the United States as the Corporation and the Executive may agree, both acting reasonably, subject to the Corporation providing the Executive with reasonable advance notice of the relocation, taking into consideration the Executive’s personal circumstances, and further subject to the Corporation paying all reasonable relocation expenses of the Executive and making such adjustments to the Base Salary and Benefits as the Corporation determines, acting reasonably, are required so as to allow the Executive to maintain his standard of living following the relocation; and

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(f)   conform to all lawful instructions and directions given to him by the Chief Executive Officer or his designate, and comply with and carry out the Policies, existing as at the Effective Date, and as may be modified or added to from time to time, provided that any modified or additional Policies do not materially alter the rights and obligations under this Agreement.

4.3   The Executive acknowledges and agrees that his hours of work will vary and may be irregular and will be those hours required to meet the objectives of his employment hereunder. The Executive agrees, therefore, to work over the hours defined in applicable employment or labour standards legislation.

5.   BASE SALARY AND REIMBURSABLE EXPENSES

5.1   As compensation for the services to be rendered by the Executive hereunder and in consideration for the covenants provided by the Executive hereunder, the Corporation hereby agrees to provide the remuneration and benefits set forth herein.

5.2   The Corporation shall, during the Term, pay the Executive a salary of $600,000.00 per annum, which amount will be reviewed by the Board from time to time and may be increased (but not decreased) in its Discretion (the “Base Salary”). The Base Salary, less required statutory deductions, shall be payable in equal semi-monthly installments in arrears on the 15th and the last day of each calendar month.

5.3   The Corporation shall reimburse the Executive for all reasonable out-of-pocket expenses necessarily and actually incurred in the performance of his employment duties hereunder, in accordance with the Policies. Subject to the Policies, all reimbursement of expenses shall be conditional on the Executive submitting to the Corporation an itemized written account and all required vouchers, bills and receipts within a reasonable period of time after the expenses have been incurred, and the Corporation approving the expenses in accordance with the Policies.

5.4   The Corporation shall be entitled to withhold and remit to the appropriate taxing authorities any amounts required by law to be withheld from payments made to the Executive. The Corporation shall also be entitled to deduct and set-off from any payment due to the Executive at any time amounts owed to the Corporation by the Executive and the Executive consents to such deductions or set-offs.

6.   BONUS PAYMENT

6.1   The Corporation has established an incentive compensation program.

6.2   The Executive shall be entitled to receive an annual bonus payment (the “Bonus Payment”) calculated in accordance with the terms and conditions of the Corporation’s incentive compensation program, as amended from time to time in the Corporation’s Discretion, with a target of 100% of Base Salary.

7.   BENEFITS

7.1   The Executive shall be eligible to participate in the benefit plans of the Corporation as they exist from time to time (the “Benefits”), in accordance with the terms of such Benefits. The Executive acknowledges and agrees that, notwithstanding anything else herein, the Corporation may reasonably revise the terms of the Benefits.

7.2   The Executive shall be entitled to receive a car allowance of $950 per month, which amount will be reviewed by the Board from time to time and may be increased in its Discretion.

8.   VACATION

8.1   The Executive shall be entitled to paid vacation of 30 days per year, prorated for partial years, which shall, subject to section 8.2, be taken in such a manner and at such times as the Executive and the Corporationagree, both acting reasonably.

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8.2   Vacation entitlement shall be calculated by reference to the calendar year. If at the end of any calendar year the Executive has taken less vacation than the entitlement for that year, the Executive may carry a maximum of 10 days of such balance (the remainder being forever forfeited) to the following calendar year, provided such carried forward vacation entitlement must be used in such following year or forever forfeited; provided, however, that in no event shall the Executive receive less than his minimum statutory vacation entitlement under applicable employment standards legislation.

9.   TAXES

9.1   The Executive is responsible for the payment of all personal taxes on the Base Salary, Bonus Payments and Benefits.

10.   ILLNESS AND OTHER CONDITIONS

10.1   If, in the opinion of the Corporation, acting reasonably, the Executive becomes unable to perform his duties or functions under this Agreement due to illness or disability, the Corporation may appoint another person or persons to undertake such performance on an interim basis on such terms as the Corporation determines, acting in its Discretion and subject to applicable law.

10.2   Where the Executive is unable to perform the duties hereunder as a result of the illness or disability of the Executive for not more than 119 consecutive days (subject to Section 10.3), the Corporation shall continue to pay the Base Salary, Bonus Payment and the Benefits. If the Executive is unable to perform the duties hereunder as a result of the illness or disability of the Executive for more than 119 consecutive days (subject to Section 10.3), the Corporation shall not be required to pay the Base Salary, Bonus Payment or Benefits commencing on the 120th day for so long as the Executive is unable to perform the duties hereunder, but this Agreement shall, subject always to Section 11.4, continue in effect and the Executive may, if he is entitled pursuant to the Benefits, apply for short-term or long-term disability benefits.

10.3   If the Executive becomes ill or disabled, then ceases to be ill or disabled before 119 consecutive days have passed, and then becomes disabled again within three (3) weeks due to the same or related illness or injury (as determined in accordance with the long-term disability insurance policy), the period of 119 consecutive days set out in Section 10.2 shall be extended by the number of days during which the Executive ceased to be ill or disabled, and the period of less than three (3) weeks during which the Executive ceased to be ill or disabled shall not be counted when determining the number of consecutive days of illness or disability.

11.   TERMINATION

11.1   The Corporation may terminate this Agreement and the Executive’s employment hereunder at any time, without notice, pay in lieu of notice or any form of severance or termination pay, whether under this Agreement, statute, common law or otherwise, for Cause. “Cause” means any reason that would entitle the Corporation to terminate the Executive’s employment without notice or payment in lieu of notice at common law or under the provisions of any applicable law or regulation.

11.2   The Corporation may terminate this Agreement and the Executive’s employment hereunder at any time and for any reason, without Cause, on written notice to the Executive, in which case the Corporation shall, subject to Section 11.7, pay to the Executive a separation package (the “Separation Package”), in a lump sum, equal to 12 months of Base Salary, less required statutory deductions, such Separation Package to be payable forthwith upon termination without any requirement or deduction for mitigation, or as otherwise requested by the Executive so as to maximize any reduction in income tax payable thereon as permitted by the Income Tax Act (Canada) and agreed to by the Corporation, both the Executive and the Corporation acting reasonably.

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11.3   The Executive acknowledges and agrees that the making of payment pursuant to Section 11.2 shall not prevent the Corporation from alleging Cause for termination.

11.4   If the Executive suffers a mental or physical disability resulting in the Executive

(a)   being unable to substantially fulfill his employment obligations hereunder for 119 consecutive days or for 135 days (whether consecutive or not) in any consecutive 24-month period; or

(b)   being declared by a court of competent jurisdiction to be mentally incompetent or incapable of managing his affairs,

the Corporation may terminate this Agreement and the Executive’s employment hereunder by providing at least 30 days’ prior written notice to the Executive, following which the Corporation shall have no further obligation to the Executive, except that the Executive shall continue to be entitled to such insurance benefits as may be provided under any short term or long term disability insurance plan, and to any benefit or entitlement arising from any pension plan of the Corporation (subject always to the terms of such plans).

11.5   The Executive may terminate this Agreement and his employment hereunder by providing 90 days’ prior written notice to the Corporation (the “Executive’s Notice Period”). The Executive acknowledges and agrees that the Corporation may, in its Discretion, waive all or any part of the Executive’s Notice Period and thereby terminate the Executive’s employment hereunder at any time during the Executive’s Notice Period by paying the Executive a lump sum equivalent to the Base Salary to which the Executive is then entitled prorated for the balance of the Executive’s Notice Period that remains outstanding as at the date on which the Corporation so exercises such waiver, subject to applicable law. For greater certainty, the Executive acknowledges and agrees that if the Corporation so exercises such waiver, the period for which the Corporation will be obligated to provide the said lump sum payment shall not exceed the outstanding balance of the Executive’s Notice Period, regardless of whether the Executive voluntarily elects to provide the Corporation with a period of notice longer than the Executive’s Notice Period.

11.6   Notwithstanding Section 11.5, the Executive may resign his employment hereunder immediately for Good Reason, in which case the Executive shall be entitled to the Separation Package, subject to Section 11.7.

11.7   Payment of the Separation Package set forth in Section 11.2:

(a)   shall represent full and final settlement of any and all claims of the Executive against the Corporation and all of the Affiliates of the Corporation arising out of or in any way connected to the Executive’s employment hereunder and the termination of such employment, whether such claims arise at law (including under employment standards legislation and in respect of the common law regarding wrongful termination), in equity or otherwise, provided that if the minimum statutory requirements as at the Termination Date provide for any right or benefit in excess of that provided for in such Section 11.2, such statutory requirements will replace the payments set forth in such Section 11.2; and

(b)   shall be subject to:

(i)   the Executive having executed a release and indemnity in favour of the Corporation and all of the Affiliates of the Corporation, in a form acceptable to the Corporation and the Executive, both acting reasonably;

(ii)   the Executive having complied with his obligations pursuant to Sections 13.8, 14.7 and 15.1, including having executed the statutory declarations required pursuant to such Sections, each in a form acceptable to the Corporation, acting reasonably;

(iii)   the Executive having tendered his resignation from all positions he may hold as officer or director of the Corporation and any Affiliate of the Corporation; and

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(iv)   the Corporation making all withholdings required by law.

11.8   This Agreement and the Executive’s employment hereunder shall automatically terminate on the death of the Executive.

12.           EFFECT OF TERMINATION

12.1   Notwithstanding any other term or provision of this Agreement, the Executive shall, on termination of his employment hereunder for any reason:

(a)   be paid the Base Salary and Benefits earned up to and including the Termination. Date, and be reimbursed for expenses incurred prior to the Termination Date pursuant to Section 5.3, all in accordance with this Agreement; and

(b)   immediately resign all offices held (including directorships) in the Corporation and any Affiliate of the Corporation, failing which the Corporation is hereby irrevocably authorized to appoint some person in the Executive’s name and on his behalf to sign any documents and do any things necessary to give effect to the foregoing.

12.2   The Parties agree that because there can be no exact measure of the damages that would be suffered by the Executive as a result of the Corporation terminating the Executive’s employment hereunder, the Separation Package provided for in Section 11.2 shall be deemed to constitute liquidated damages and not a penalty.

12.3   The Executive shall, if requested by the Corporation, reasonably cooperate in and assist with the transfer of his duties and responsibilities to a replacement on the termination of his employment hereunder.

12.4   Except as otherwise expressly provided for herein, all Benefits, plans and insurance coverages shall cease effective on the Termination Date.

13.   CONFIDENTIAL INFORMATION

13.1   “Confidential Information” means all information relating to the Business, in whatever form or medium, disclosed directly or indirectly by the Corporation or an Affiliate of the Corporation to the Executive or otherwise acquired by the Executive in the course of his employment with the Corporation other than information that (a)  the Corporation advises in writing is not considered Confidential Information; (b) at the time of disclosure is in the public domain through no fault of the Executive; or (c) the Executive can prove was in his possession at the time of disclosure and was not acquired directly or indirectly from the Corporation or an Affiliate of the Corporation or from any third party under any confidentiality obligation to the Corporation or an Affiliate of the Corporation. Without limiting the generality of the foregoing, subject to any disclosure requirements of any regulatory authority having jurisdiction, the terms of this Agreement (but not the fact of its existence) shall be considered Confidential Information and are proprietary and confidential to the Corporation. The Executive may disclose the terms of this Agreement to his spouse, provided his spouse agrees to maintain the confidentiality of the terms of this Agreement in the manner required by this Section 13.1.

13.2   The Executive acknowledges and agrees that all Confidential Information disclosed to him will be so disclosed exclusively for the purpose of permitting him to carry out his employment duties hereunder; that the Executive shall acquire no right, title or interest in any of the Confidential Information by virtue of such disclosure; and that all Confidential Information is and shall remain the exclusive property of the Corporation or an Affiliate of the Corporation, as the case may be.

13.3   The Executive shall use the Confidential Information only to carry out his employment duties hereunder, and may disclose the Confidential Information only:

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(a)   to those persons who need to know the Confidential Information and who agree to keep confidential the Confidential Information on terms substantially the same as are set forth in this Article 13;

(b)   to his legal advisors, provided such advisors agree to maintain the confidentiality of the Confidential Information in the manner required by this Article; and

(c)   as required to be disclosed under applicable law, securities exchange rules or policies of regulatory authorities having jurisdiction, as advised by the Corporation’s legal advisors, provided that, in such instance, the disclosure shall be subject to Section 13.6.

13.4   Except as hereinbefore provided, the Executive shall ensure the Confidential Information is not disclosed by the Executive to any person without the prior written consent of the Corporation, acting reasonably.

13.5   The Executive’s efforts to prevent disclosure of the Confidential Information shall in no event be less than those he would be reasonably expected to take to prevent disclosure of his own confidential information of like significance.

13.6   If the Executive is required to disclose the Confidential Information or any part thereof as provided for in Section 13.3(c), he shall notify the Corporation promptly on being made aware of the requirement and, in any event, prior to disclosure, so the Corporation may seek such protective order or other remedy as it deems appropriate, acting in its Discretion. If a protective order or other appropriate remedy is obtained, the Executive will disclose the Confidential Information only as required by such protective order or remedy. If no protective order or other appropriate remedy is obtained, the Executive shall disclose only that portion of the Confidential Information that he is advised by the Corporation’s legal advisors is legally required to be disclosed, and shall exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information so disclosed.

13.7   The Executive shall advise the Corporation forthwith of any unauthorized disclosure or use of any Confidential Information of which he becomes aware.

13.8   Forthwith on the termination of this Agreement for any reason, the Executive shall return the Confidential Information to the Corporation and erase or otherwise destroy all copies of the Confidential Information in his possession or within his power or control. The Executive shall, at the time of the return of the Confidential Information, provide the Corporation with a statutory declaration attesting he has complied with the foregoing requirements.

14.   INTELLECTUAL PROPERTY

14.1   “Intellectual Property” means all intellectual property conceived, originated or prepared by the Executive in the course of his employment with the Corporation and for a reasonable period of time thereafter, whether in tangible or intangible form, and all copies thereof; in any form whatsoever, and all rights, title and interest therein and thereto developed, acquired, or of which knowledge is acquired by the Executive, either alone or in conjunction with any other person (including the Corporation and any one or more Affiliates of the Corporation), in connection with, or in any way related to, the course of his employment hereunder.

14.2   Nothing contained herein expressly or impliedly grants to the Executive any right, title or license in any of the Intellectual Property other than that necessary, on a temporary basis, for him to carry out his employment duties hereunder. The Corporation is and shall be and remain the sole owner of the Intellectual Property, holding all rights, title and interest therein and thereto. To the extent the Executive holds or obtains any rights, title or interest in or to the Intellectual Property, the Executive hereby irrevocably assigns such to the Corporation. The Executive hereby waives all moral rights in any copyright works authored or co-authored by the Executive that are produced in the course of his employment hereunder.

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14.3   The filing and prosecution of all patent, industrial design, trade mark, copyright and other like applications arising in connection with the Intellectual Property shall be solely under the control and at the expense of the Corporation, and all such applications, as well as all registrations resulting therefrom, shall be solely and exclusively the property of the Corporation. The Executive shall provide, both during the Term and for a reasonable period of time thereafter, all necessary information, materials and assistance to enable the Corporation to proceed with the filing and prosecution of such applications. Without restricting the generality of the foregoing, the Executive shall execute all documents required to effect the legal and beneficial transfer of the Intellectual Property to the Corporation, and to waive any and all moral rights therein and thereto.

14.4   Nothing in this Agreement affects the ownership of specific materials, data, specifications, methods and software of the Executive that existed prior to the execution of the Original Agreement and that are used by the Executive in the course of his employment hereunder (“Prior Materials”), provided the Prior Materials are clearly and specifically identified as such prior to or concurrent with the execution of this Agreement. The Corporation shall have a royalty free, fully paid-up, world wide, perpetual, irrevocable, unrestricted, non-exclusive right and license to use any Prior Materials during the Term.

14.5   The Executive shall promptly give notice to the Corporation of any Intellectual Property in connection with which a suit for infringement could reasonably be brought. Following the giving of such notice to the Corporation, the Executive shall not use any such Intellectual Property without the prior written consent of the Corporation, acting in its Discretion.

14.6   The Executive shall not attack, nor shall he directly or indirectly assist any other person in attacking, the validity of any of the Intellectual Property. The Executive shall assist the Corporation in all intellectual property proceedings and litigation, whether before tribunals, boards, judicial authorities or courts.

14.7   Forthwith on the termination of this Agreement for any reason, the Executive shall return the Intellectual Property to the Corporation and erase or otherwise destroy all copies of the Intellectual Property in his possession or within his power or control. The Executive shall, at the time of the return of the Intellectual Property, provide the Corporation with a statutory declaration attesting that he has complied with the foregoing requirements.

15.   COMPANY PROPERTY

15.1   The Executive acknowledges and agrees that he may already be in possession of or may in the future acquire Company Property pursuant to his employment with the Corporation, and that the Company Property is and shall remain the sole and exclusive property of the Corporation or an Affiliate of the Corporation, as the case may be. On the termination of this Agreement for any reason, the Executive shall promptly return to the Corporation or the Affiliate of the Corporation, as the case may be, in good condition, all Company Property and all copies or reproductions thereof that have come into the Executive’s possession or control. The Executive shall, at the time of return of the Company Property, provide the Corporation with a statutory declaration attesting that he has complied with the foregoing requirements.

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16.   NON-COMPETITION

16.1   The Executive acknowledges and agrees that in performing the duties and responsibilities of his employment hereunder, he shall occupy a position of high fiduciary trust and confidence, pursuant to which he shall develop and acquire wide experience and knowledge with respect to all aspects of the Business and the manner in which such is conducted. It is the express intent and agreement of the Executive and the Corporation that such experience and knowledge shall be used solely and exclusively in furtherance of the Business and not in any manner detrimental to the Corporation or any Affiliate of the Corporation. The Executive agrees, therefore, that for as long as he is employed hereunder and for a period of one year following the termination of this Agreement and the Executive’s employment for whatever reason (the “Non-Competition Period”), he shall not be engaged in, either directly or indirectly, in any manner, including as officer, director, shareholder, owner, partner, member, joint venturer, employee, independent contractor, consultant, advisor or sales representative, any practice, business or enterprise that competes, directly or indirectly, with the Business in any jurisdiction in which the Business is conducted or proposed to be conducted as at the Termination Date.

17.   NON-DISCLOSURE AND NON-SOLICITATION

17.1   The Executive acknowledges and agrees that for as long as he is employed hereunder, he shall not solicit, initiate or encourage proposals or offers from, or provide information concerning the Corporation or any Affiliate of the Corporation to, any person in connection with or relating to any acquisition of all or any material part of the Corporation’s or any Affiliate’s assets or issued and outstanding shares, or any amalgamation, merger, arrangement, take-over bid, reorganization, re-capitalization, liquidation, winding-up or other business combination or similar transaction involving the Corporation or any Affiliate of the Corporation, without in each case obtaining the prior written consent of the Board, except that this provision shall not apply to the sale by the Executive of any shares of the Corporation owned by him.

17.2   The Executive acknowledges and agrees that he will acquire Confidential Information and other sensitive information pursuant to his employment hereunder that would cause irreparable harm to the Corporation or the Affiliates of the Corporation if disclosed to a competitor or used for competitive purposes. Accordingly, the Executive agrees that neither he nor any employee or agent of the Executive shall, during the Term and for a period of two years from the Termination Date, in any jurisdiction in which the Corporation carries on the Business as at the Termination Date:

(a)   solicit, entice or attempt to solicit or entice, either directly or indirectly, any customer or prospective customer of the Corporation or any one or more of the Affiliates of the Corporation as at the Termination Date or within the 24-month period prior thereto to become a customer of any business or enterprise that competes with the Business; or

(b)   solicit, entice, or attempt to solicit or entice, either directly or indirectly, any employee or contractor of the Corporation or any Affiliate of the Corporation as at the Termination Date to become employed or retained by or connected with any other business or enterprise.

x

18.   REMEDIES

18.1   The Executive acknowledges and agrees that the Corporation and the Affiliates of the Corporation will suffer irreparable harm if the Executive breaches any of his obligations under Articles  13, 14, 15, 16 and 17 (the “Said Sections”), and that monetary damages would be impossible to quantify and, in any event, inadequate to compensate the Corporation and the Affiliates of the Corporation for such a breach. Accordingly, the Executive agrees that, in the event of a breach or a threatened breach by the Executive, or by any or all of his partners, employees, servants, agents, representatives or other persons directly or indirectly acting for, on behalf of, or with, the Executive (individually and collectively, the “Executive Group”), of any of the provisions of the Said Sections, the Corporation and the Affiliates of the Corporation shall be entitled to obtain, in addition to any other rights, remedies or damages available to them at law, in equity or otherwise, an interim, interlocutory and/or permanent injunction and/or specific performance, without having to prove actual damages or post bond, in order to prevent or restrain such breach or threatened breach by the Executive Group.

18.2   The Executive acknowledges and agrees that:

(a)   the obligations set forth in the Said Sections do not in any way mitigate or reduce the fiduciary or common law obligations of the Executive to the Corporation with respect to the Confidential Information, the Intellectual Property, the Company Property, non-competition, non-disclosure or non-solicitation;

(b)   all restrictions contained in the Said Sections are reasonable and valid; and

(c)   if, notwithstanding Section 18.2(b), a court of competent jurisdiction finally determines that the temporal or geographical scope of any one or more of the restrictions set forth in the Said Sections is unreasonable, the restrictions set forth in the Said Sections shall be reduced as to term or geographical scope or both or otherwise to the extent determined by the Corporation, in its Discretion, so that the Said Sections are enforceable at law, with the unenforceable portion of the Said Sections being deemed to be severed from the balance of the Said Sections.

18.3   Notwithstanding anything else herein, the Executive acknowledges and agrees that if he violates any of his covenants or agreements hereunder, the Corporation shall be entitled to an accounting and repayment of all profits, compensation, royalties, commissions, remuneration or benefits that the Executive directly or indirectly shall have realized or may realize relating to, arising from or connected with any such violations. This remedy shall be in addition to and not in limitation of any injunctive relief or other right or remedy to which the Corporation is or may be entitled at law, in equity or otherwise.

19.   INDEMNIFICATION

19.1   Subject to the requirements of the Act, the Corporation shall indemnify and save harmless the Executive from and against any personal liability he incurs as a result of performing his employment duties pursuant hereto, provided he acted honestly and in good faith with a view to the best interests of the Corporation (or an Affiliate of the Corporation, as the case may be) and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing his conduct was lawful, other than any liability:

(a)   the Corporation is prohibited by law from assuming; or

(b)   of the Executive to the Corporation or any Affiliate of the Corporation arising from this Agreement or the Executive’s employment hereunder.

19.2   The foregoing shall not be deemed exclusive of any other rights to which the Executive may be entitled pursuant to the articles or by-laws of the Corporation, any valid and lawful agreement, any vote of members or disinterested directors, or otherwise, both as to action in his official capacity and action in any other capacity while employed hereunder, provided the total indemnity to the Executive shall in no event exceed his total cost or liability.

xi

19.3   The Executive shall indemnify, defend and hold harmless the Corporation, all Affiliates of the Corporation and their respective directors, officers, agents, employees, independent contractors, advisors, Affiliates, successors and assigns and those for whom it is or they or any of them are responsible at law against and in respect of any and all claims, charges, taxes, penalties or demands that may be made by the Canada Revenue Agency or other governing authority requiring the Corporation or any Affiliate of the Corporation, to make payment in respect of taxes payable by the Executive in excess of the taxes withheld by the Corporation or any Affiliate of the Corporation.

19.4   The Corporation shall purchase and maintain directors and officers liability insurance for the period of the Executive’s employment and for that period of time equal to the Non- Competition Period (as defined in Section 16.1) following the termination of the Executive’s employment, which insurance shall be for the benefit of the Executive with respect to any liability incurred by the Executive in his capacity as an employee or officer of the Corporation, except where the liability relates to the Executive’s failure to act honestly and in good faith with a view to the best interests of the Corporation, and provided that such insurance can be obtained by the Corporation on reasonable terms and for reasonable premiums.

20.   NOTICE

20.1   Any notice or other communication required or permitted to be made under this Agreement (“Notice”) shall be in writing and shall be deemed to have been properly made if delivered personally or by prepaid courier, or sent by registered mail, fax or other electronic means, addressed to the appropriate party as follows:

(a)   if to the Corporation:

Flint Energy Services Ltd.

Attention: Sean James

700, 300-5th Avenue S.W.

Calgary, Alberta

T2P 3C4

Canada

Tel:           (403) 218-7157

E-mail:                       JSean@flintenergy.com

(b)   if to the Executive:

William John Lingard

Office: 700, 300 - 5th Avenue S.W. Calgary, Alberta T2P 3C4

Home: 40 Sterling Springs Crescent S.W. Calgary, Alberta T3Z 3J6

Home Phone: (403) 547-4609

Office Phone: (403) 218-7188

Email: blingard@flintenergy.com

20.2   Every Notice shall be deemed to have been given and received on the date of delivery if delivered personally, on the next Business Day following transmission if sent by fax or other electronic means, and on the fifth Business Day following the registered mailing thereof; provided that if there shall be, prior to the deemed receipt of a Notice, a mail strike or other labour dispute that might affect the delivery of such Notice by the mail, then such Notice shall only be effective if delivered personally, or by fax or other electronic means.

20.3   Either Party may change its address for notice by sending notice of the change of address to the other Party in the manner set forth above. Neither Party shall prevent, hinder or delay, or attempt to prevent, hinder or delay the service on that Party of a Notice.

xii

21.   GENERAL

21.1   Entire Agreement and Modifications. The Parties confirm and agree that this Agreement (including the recitals hereto) constitutes the entire and complete agreement between them, superseding and replacing all previous written and all previous, present and future oral communications, negotiations, representations, understandings and agreements between the Parties with respect to the subject matter hereof. This Agreement may not be modified except by agreement of both Parties in writing.

21.2   Governing Law. This Agreement and all modifications hereto shall, in all respects, be subject to and interpreted, construed and enforced in accordance with the laws of the province of Alberta and the laws of Canada applicable therein. Each Party attorns to and accepts the exclusive jurisdiction of the courts of Alberta for all purposes.

21.3   Headings. Headings of the Sections hereof are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

21.4   Extended Meanings. Words importing the singular number include the plural and vice versa, words importing the masculine gender include the feminine and neutral genders, the term “including” means “including, without limitation,” and the terms “include” and “includes” have similar meanings, all as the context may require. “Person” includes an individual, partnership, association, company, body corporate, syndicate, society, trust, trustee, executor, administrator and legal representative. Words such as “hereunder”, “hereto” and “herein” shall, unless the context clearly indicates to the contrary, refer to the whole of this Agreement and not to any particular section or part thereof. All references to legislation are to such legislation as amended or substituted from time to time. The word “dollar” and the symbol “$” indicate Canadian currency.

21.5   Time of Day and Time. Except as otherwise expressly set forth herein, references to time of day or date mean the local time or date in Alberta. Time is of the essence to the performance of the Parties’ obligations under this Agreement.

21.6   Severability. Should any provision of this Agreement be finally determined by a court of competent jurisdiction to be illegal, void or otherwise unenforceable, such provision shall be severed from the rest of this Agreement, and the rest of this Agreement shall remain in full force and effect and be binding on the Parties as though such provision had never been included.

21.7   Waiver. No delay or omission by either Party to exercise any right, remedy or power occurring on any non-compliance or default by the other Party with respect to any of the terms or conditions of this Agreement shall impair any such right, remedy or power or be construed to be a waiver thereof. The terms and conditions of this Agreement may be waived only in writing and only by the Party entitled to the benefit of the terms or conditions being waived. A waiver by either Party of a breach of any of the covenants, conditions or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained, whether or not similar.

21.8   Remedies Cumulative. All rights and remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu or limitation of any other rights or remedies available to either Party at law, in equity or otherwise. No single or partial exercise by a Party of any right or remedy precludes or otherwise affects the exercise of the remainder or of any other right or remedy to which that Party may be entitled.

21.9   Assignment. The Parties shall not assign this Agreement without the written consent of the other Party.

21.10   Further Assurances. Each Party shall, from time to time and at all times, promptly do all such further acts and execute and deliver all such further documents and assurances as shall be reasonably required in order to perform and carry out the terms of this Agreement.

xiii

21.11   Survival. Any term, condition or provision hereof that requires fulfilment or performance, or that is, by its nature, applicable after the termination or expiry of this Agreement and the employment relationship created hereby, including Articles 1, 5, 9, 11, 12, 13, 14, 15, 16, 17, 18, 19, and 21, shall survive such termination or expiry and remain in full force and effect. The termination of any provision of this Agreement shall not excuse a prior breach of that provision.

21.12   Enurement. This Agreement shall enure to the benefit of and be binding on the Parties and their respective successors and assigns.

21.13   Facsimile; Counterparts. This Agreement may be executed originally or by facsimile and may be executed in counterparts, each of which when so executed shall be deemed to be an original and both of which shall together constitute one and the same instrument, which shall be sufficiently evidenced by either such original counterpart.

IN WITNESS WHEREOF the Parties acknowledge and agree they have read and understand the terms of this Agreement and have had an opportunity to seek independent legal advice prior to entering into this Agreement, and that they have executed this Agreement with full force and effect on the Effective Date.

FLINT ENERGY SERVICES LTD.
Per:
	Name
	Title

SIGNED, SEALED & DELIVERED in

the presence of:

Witness	WILLIAM JOHN LINGARD
Witness

xiv

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:  August 7, 2012	By:	/s/ Martin M. Koffel
		Martin M. Koffel
		Chief Executive Officer

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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:  August 7, 2012	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Chief Financial Officer

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EX-32

EXHIBIT 32

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER CERTIFICATION*

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Martin M. Koffel, the Chief Executive Officer of URS Corporation (the “Company”), and H. Thomas Hicks, the Chief Financial Officer of the Company, each hereby certifies that, to the best of his knowledge:

1.   The Company’s Quarterly Report on Form 10-Q for the period ended June 29, 2012, to which this Certification is attached as Exhibit 32, fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, and

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

Dated:  August 7, 2012	By:	/s/ Martin M. Koffel
		Martin M. Koffel
		Chief Executive Officer

Dated:  August 7, 2012	By:	/s/ H. Thomas Hicks
		H. Thomas Hicks
		Chief Financial Officer

* This certification accompanies the Form 10-Q to which it relates, is not deemed “filed” with the Securities and Exchange Commission and is not to be or incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of the Form 10-Q and irrespective of any general incorporation language contained in such filing.

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EX-95

EXHIBIT 95

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 June 29, 2012.

Mine (1)	Mine Act §104 Violations (2)	Mine Act §104(b) Orders (3)	Mine Act §104(d) Citations and Orders (4)	Mine Act §110(b)(2) Violations (5)	Mine Act §107(a) Orders (6)	Proposed Assessments from MSHA (In dollars ($))		Mining Related Fatalities	Mine Act §104(e) Notice (yes/no) (7)	Pending Legal Action before Federal Mine Safety and Health Review Commission (yes/no)
Three months ended June 29, 2012
Black Thunder Project	1	0	0	0	0	$	0	0	No	Yes
Monsanto Quarry	1	0	0	0	0	$	100	0	No	No
Pipestone Quarry	0	0	0	0	0	$	652	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.

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XML

JOINT VENTURES (DETAILS) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 29, 2012		Jul. 01, 2011		Jun. 29, 2012		Jul. 01, 2011		Dec. 30, 2011	Dec. 31, 2010
Joint ventures (Textuals) [Abstract]
Unconsolidated VIEs, Distributions	$ 27.9		$ 29.5		$ 46.5		$ 41.4
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, operation and cleanup services, including commercial operations, decontamination, decommissioning, and waste management of a nuclear facility in the United Kingdom (“U.K.”); and Operations, maintenance, asset management and project management services to the Canadian energy sector.
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 six months ended June 29, 2012.
Maximum loss exposure that can not be quantified					Maximum Exposure to Loss In addition to potential losses arising out of 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	287.8		433.8		287.8		433.8		436.0	573.8
Net accounts receivable	3,021.4				3,021.4				2,388.7
Other current assets	223.9				223.9				181.7
Accounts and subcontractors payable	782.3				782.3				659.1
Billings in excess of costs and accrued earnings on contracts	280.1				280.1				310.8
Accrued expenses and other	200.9				200.9				176.5
Total URS equity	3,441.7				3,441.7				3,377.2
Noncontrolling interests	127.8				127.8				107.2
Unconsolidated Joint Ventures [Abstract]
Current assets	3,671.7				3,671.7				3,088.9
Current liabilities	1,869.4				1,869.4				1,734.9
Revenues	2,690.7		2,360.3		5,052.2		4,680.1
Cost of revenues	(2,527.5)		(2,228.3)		(4,730.7)		(4,431.1)
Income from continuing operations before taxes	119.6		145.5		273.7		272.4
Net income	53.6		66.8		133.3		128.9
Sale of Equity Investment [Abstract]
Other income, net	(9.2)				(6.7)
Consolidated Joint Ventures [Member]
Consolidated Joint Ventures [Abstract]
Cash and cash equivalents	69.6				69.6				91.4
Net accounts receivable	353.7				353.7				313.3
Other current assets	2.4				2.4				1.5
Non-current assets	40.5				40.5				36.9
Total assets	466.2				466.2				443.1
Accounts and subcontractors payable	165.1				165.1				151.9
Billings in excess of costs and accrued earnings on contracts	13.7				13.7				35.2
Accrued expenses and other	29.7				29.7				30.6
Non-current liabilities	20.6				20.6				15.2
Total liabilities	229.1				229.1				232.9
Total URS equity	109.3				109.3				103.0
Noncontrolling interests	127.8				127.8				107.2
Total owners' equity	237.1				237.1				210.2
Total liabilities and owners' equity	466.2				466.2				443.1
Unconsolidated Joint Ventures [Abstract]
Revenues	642.4		426.5		1,000.0		870.9
Unconsolidated VIEs [Member]
Consolidated Joint Ventures [Abstract]
Non-current assets	20.7				20.7				8.8
Non-current liabilities	8.1				8.1				0.1
Unconsolidated Joint Ventures [Abstract]
Current assets	648.0				648.0				457.6
Current liabilities	412.8				412.8				288.1
Revenues	380.9	[1]	363.7	[1]	744.8	[1]	719.6	[1]
Cost of revenues	(332.1)	[1]	(280.5)	[1]	(632.1)	[1]	(560.1)	[1]
Income from continuing operations before taxes	48.8	[1]	83.2	[1]	112.7	[1]	159.5	[1]
Net income	$ 46.0	[1]	$ 79.5	[1]	$ 104.1	[1]	$ 146.9	[1]
Joint Venture Arising from Business Combination [Member]
Joint Venture From Business Acquisition [Abstract]
Estimated useful lives minimum					3
Estimated useful lives maximum					40

[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.

XML

INCOME TAXES (DETAILS) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2012	Jul. 01, 2011	Jun. 29, 2012	Jul. 01, 2011
Effective income tax rate continuing operations tax rate reconciliation [Abstract]
Total income tax expense (benefit)	$ 40.5	$ 45.5	$ 89.1	$ 84.5
Effective income tax rate %		31.30%		31.00%

XML

STOCKHOLDERS' EQUITY (DETAILS) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2012	Jul. 01, 2011	Jun. 29, 2012	Jul. 01, 2011
Dividends [Line Items]
Dividends payable - amount per share	$ 0.20		$ 0.40
Cash dividends declared			$ 30.6
Dividends payable - total amount paid			14.9
Stock-based compensation expense
Stock-based compensation expense	9.9	10.5	21.3	22.4
Stock-based compensation expense included in cost of revenues	7.7	7.9	16.2	16.6
Stock-based compensation expense included in general and administrative expenses	2.2	2.6	5.1	5.8
Stock-based compensation expense	9.9	10.5	21.3	22.4
Equity, class of treasury stock [Line Items]
Cost of common stock repurchased			40.0	136.7
Common Stock [Member]
Equity, class of treasury stock [Line Items]
Shares of common stock repurchased			1.0	3.0
Common stock repurchase - average price paid per share			$ 40.00	$ 45.58
Cost of common stock repurchased			40.0	136.7
Employee Stock Purchase Plan [Member]
Stock-based compensation expense
Stock-based compensation expense	0.1	0.1	0.3	0.2
Stock-based compensation expense	0.1	0.1	0.3	0.2
Restricted Stock Awards And Units [Member]
Share-based compensation arrangement by share-based payment award [Line Items]
Restricted stock shares available for future grant	1.0		1.0
Stock-based compensation expense
Stock-based compensation expense	9.8	10.4	21.0	22.2
Stock-based compensation expense	9.8	10.4	21.0	22.2
Restricted Stock Awards (RSAs) [Member]
Share-based compensation arrangement by share-based payment award [Line Items]
Restricted stock issued	3.5		3.5
Restricted Stock Units (RSUs) [Member]
Shares
Nonvested restricted stock awards and units - ending balance	0.5		0.5
Cash dividends for period 1 [Member]
Dividends [Line Items]
Dividends payable - declaration date			Feb. 24, 2012
Dividends payable - record date			Mar. 16, 2012
Dividends payable - payment date			Apr. 06, 2012
Dividends payable - amount per share			$ 0.20
Dividends payable - total amount paid			15.2
Cash dividends for period 2 [Member]
Dividends [Line Items]
Dividends payable - declaration date			May 04, 2012
Dividends payable - record date			Jun. 15, 2012
Dividends payable - payment date			Jul. 06, 2012
Dividends payable - amount per share			$ 0.20
Dividends payable - total amount paid			$ 15.4
Cash dividends for period 3 [Member]
Dividends [Line Items]
Dividends payable - declaration date			Aug. 03, 2012
Dividends payable - record date			Sep. 14, 2012
Dividends payable - payment date			Oct. 05, 2012
Dividends payable - amount per share			$ 0.20

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INCOME TAXES (DETAILS 2) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2012	Jul. 01, 2011	Jun. 29, 2012	Jul. 01, 2011	Dec. 30, 2011
Deferred components of income tax expense:
Subtotal			$ 18.9	$ 24.8
Total income tax expense (benefit)	40.5	45.5	89.1	84.5
Geographic areas income before income taxes [Abstract]
Total income (loss) before income taxes and noncontrolling interests	119.6	145.5	273.7	272.4
Current deferred tax assets (liabilities):
Net current deferred tax assets	59.1		59.1		63.0
Non-Current deferred tax assets (liabilities):
Net non-current deferred tax liabilities	$ (372.1)		$ (372.1)		$ (276.5)

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BILLINGS IN EXCESS OF COSTS AND ACCRUED EARNINGS ON CONTRACTS (DETAILS) (USD $) In Millions, unless otherwise specified	Jun. 29, 2012	Dec. 30, 2011
Components Of Billings In Excess Of Cost And Accrued Earnings On Contracts [Abstract]
Billings in excess of costs and accrued earnings on contracts	$ 202.6	$ 216.4
Project-related legal liabilities and other project-related reserves	41.6	38.0
Advance payments negotiated as a contract condition	18.0	24.6
Normal profit liabilities	8.2	12.7
Estimated losses on uncompleted contracts	9.7	19.1
Total billings in excess of costs and accrued earnings on contracts	$ 280.1	$ 310.8

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EMPLOYEE RETIREMENT AND POST-RETIREMENT BENEFIT PLANS (TABLES)

6 Months Ended

Jun. 29, 2012

Defined benefit pension plans, defined contribution plans, and defined benefit postretirement plans disclosure [Abstract]

Schedule of net periodic pension costs and other comprehensive income [Table Text Block]

			Three Months Ended
			Domestic Plans				Foreign Plans
			June 29,		July 1,		June 29,		July 1,
(In millions)			2012		2011		2012		2011
Service cost			$	2.0	$	1.7	$	0.1	$	0.1
Interest cost				4.7		4.7		5.7		6.2
Expected return on plan assets				(4.4)		(4.1)		(5.6)		(5.8)
Amortization of:
	Prior service costs			(0.7)		(0.8)		—		—
	Net loss			2.4		1.8		—		—
		Net periodic pension costs	$	4.0	$	3.3	$	0.2	$	0.5
			Six Months Ended
			Domestic Plans				Foreign Plans
			June 29,		July 1,		June 29,		July 1,
(In millions)			2012		2011		2012		2011
Service cost			$	4.0	$	3.4	$	0.2	$	0.2
Interest cost				9.4		9.4		11.3		12.2
Expected return on plan assets				(8.8)		(8.2)		(11.1)		(11.4)
Amortization of:
	Prior service costs			(1.4)		(1.6)		—		—
	Net loss			4.8		3.6		—		—
		Net periodic pension costs	$	8.0	$	6.6	$	0.4	$	1.0

Schedule of post-retirement benefit plans disclosures [Table Text Block]

		Three Months Ended				Six Months Ended
		June 29,		July 1,		June 29,		July 1,
(In millions)		2012		2011		2012		2011
Interest cost		$	0.5	$	0.5	$	1.0	$	1.0
Expected return on plan assets			(0.1)		(0.1)		(0.2)		(0.2)
	Net periodic benefit costs	$	0.4	$	0.4	$	0.8	$	0.8

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SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (DETAILS) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 29, 2012		Jul. 01, 2011		Jun. 29, 2012		Jul. 01, 2011
Selected Quarterly Financial Information (unaudited) [Abstract]
Revenues	$ 2,690.7		$ 2,360.3		$ 5,052.2		$ 4,680.1
Cost of revenues	(2,527.5)		(2,228.3)		(4,730.7)		(4,431.1)
Acquisition-related expenses	(11.3)		(1.0)		(16.9)		(1.0)
Operating income (loss)	149.5		150.6		310.9		282.6
Income tax expense	(40.5)		(45.5)		(89.1)		(84.5)
Net income including noncontrolling interests	79.1		100.0		184.6		187.9
Noncontrolling interests in income of consolidated subsidiaries	(25.5)		(33.2)		(51.3)		(59.0)
Net income (loss) attributable to URS	53.6		66.8		133.3		128.9
Earnings per share:
Basic	$ 0.72		$ 0.87		$ 1.80		$ 1.66
Diluted	$ 0.72		$ 0.86		$ 1.79		$ 1.65
Weighted-average shares of common stock outstanding:
Basic	74.2	[1]	77.2	[1]	74.1	[1]	77.8	[1]
Diluted	74.6		77.7		74.4		78.2
Selected Quarterly Financial Information (Textuals) [Abstract]
Effective income tax rate %			31.30%				31.00%
Consolidated Statements of Operations Data [Abstract]
Income before income taxes	119.6		145.5		273.7		272.4
Income tax expense	(40.5)		(45.5)		(89.1)		(84.5)
Net income including noncontrolling interests	79.1		100.0		184.6		187.9
Noncontrolling interests in income of consolidated subsidiaries	(25.5)		(33.2)		(51.3)		(59.0)
Net income attributable to URS	53.6		66.8		133.3		128.9
As Reported [Member]
Selected Quarterly Financial Information (unaudited) [Abstract]
Income tax expense			(54.9)				(98.9)
Net income including noncontrolling interests			90.6				173.5
Noncontrolling interests in income of consolidated subsidiaries			(23.8)				(44.6)
Net income (loss) attributable to URS			66.8				128.9
Selected Quarterly Financial Information (Textuals) [Abstract]
Effective income tax rate %			37.70%				36.30%
Consolidated Statements of Operations Data [Abstract]
Income before income taxes			145.5				272.4
Income tax expense			(54.9)				(98.9)
Net income including noncontrolling interests			90.6				173.5
Noncontrolling interests in income of consolidated subsidiaries			(23.8)				(44.6)
Net income attributable to URS			66.8				128.9
Adjustment [Member]
Selected Quarterly Financial Information (unaudited) [Abstract]
Income tax expense			9.4				14.4
Net income including noncontrolling interests			9.4				14.4
Noncontrolling interests in income of consolidated subsidiaries			(9.4)				(14.4)
Selected Quarterly Financial Information (Textuals) [Abstract]
Effective income tax rate %			6.40%				5.30%
Consolidated Statements of Operations Data [Abstract]
Income tax expense			9.4				14.4
Net income including noncontrolling interests			9.4				14.4
Noncontrolling interests in income of consolidated subsidiaries			$ (9.4)				$ (14.4)

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

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EARNINGS PER SHARE (TABLES)

6 Months Ended

Jun. 29, 2012

Earnings per share reconciliation [Abstract]

Earnings per share [Table Text Block]

	Three Months Ended		Six Months Ended
	June 29,	July 1,	June 29,	July 1,
(In millions)	2012	2011	2012	2011
Weighted-average shares of common stock outstanding (1)	74.2	77.2	74.1	77.8
Effect of dilutive stock options, restricted stock awards and units and employee stock purchase plan shares	0.4	0.5	0.3	0.4
Weighted-average shares of common stock outstanding – Diluted	74.6	77.7	74.4	78.2

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

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

	June 29,	July 1,
(In millions)	2012	2011
Anti-dilutive equity awards not included above	0.7	0.3

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SEGMENT AND RELATED INFORMATION (DETAILS 2) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 29, 2012		Jul. 01, 2011		Jun. 29, 2012		Jul. 01, 2011
Segment reporting other significant reconciling item [Line Items]
URS operating income	$ 124.0		$ 117.4		$ 259.6		$ 223.6
Noncontrolling interests	25.5		33.2		51.3		59.0
Operating income	149.5		150.6		310.9		282.6
Infrastructure and Environment [Member]
Segment reporting other significant reconciling item [Line Items]
URS operating income	62.1	[1]	53.9	[1]	107.6	[1]	110.7	[1]
Noncontrolling interests	0.5		0.4		1.0		(0.8)
Operating income	62.6		54.3		108.6		109.9
Federal Services [Member]
Segment reporting other significant reconciling item [Line Items]
URS operating income	59.8	[1],[2]	45.8	[1],[2]	152.7	[1],[2]	81.6	[1],[2]
Operating income	59.8	[2]	45.8	[2]	152.7	[2]	81.6	[2]
Energy and Construction [Member]
Segment reporting other significant reconciling item [Line Items]
URS operating income	29.6	[1]	36.7	[1]	52.4	[1]	72.7	[1]
Noncontrolling interests	25.2		32.8		50.5		59.8
Operating income	54.8		69.5		102.9		132.5
Oil and Gas [Member]
Segment reporting other significant reconciling item [Line Items]
URS operating income	3.2	[1],[3]			3.2	[1],[3]
Noncontrolling interests	(0.2)				(0.2)
Operating income	3.0	[3]			3.0	[3]
Corporate [Member]
Segment reporting other significant reconciling item [Line Items]
URS operating income	(30.7)	[1],[4]	(19.0)	[1],[4]	(56.3)	[1],[4]	(41.4)	[1],[4]
Operating income	$ (30.7)	[4]	$ (19.0)	[4]	$ (56.3)	[4]	$ (41.4)	[4]

[1] We are providing information regarding URS operating income by segment because management uses this information to assess performance and make decisions about resource allocation.

[2] The operating results of Apptis Holdings, Inc. (“Apptis”) have been included in our consolidated results since the acquisition on June 1, 2011.

[3] The operating results of Flint have been included in our consolidated results since the acquisition on May 14, 2012.

[4] Corporate includes expenses related to corporate functions and acquisition-related expenses.

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INVENTORY (DETAILS) (USD $) In Millions, unless otherwise specified	Jun. 29, 2012	Dec. 30, 2011
Inventory [Abstract]
Raw materials	$ 16.3	$ 2.7
Work in process	26.2	16.8
Finished goods	26.3
Supplies	10.7
Inventory	$ 79.5	$ 19.5

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EARNINGS PER SHARE (DETAILS) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 29, 2012		Jul. 01, 2011		Jun. 29, 2012		Jul. 01, 2011
Weighted-average shares of common stock outstanding:
Weighted-average shares of common stock outstanding	74.2	[1]	77.2	[1]	74.1	[1]	77.8	[1]
Effect of dilutive stock options, restricted stock awards and units and employee stock purchase plan shares	0.4		0.5		0.3		0.4
Weighted-average shares of common stock outstanding - Diluted	74.6		77.7		74.4		78.2
Anti-dilutive equity awards not included in components of weighted-average shares of common stock outstanding					0.7		0.3

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

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COMMITMENTS AND CONTINGENCIES (DETAILS) In Millions, unless otherwise specified	6 Months Ended			3 Months Ended	6 Months Ended
	Jun. 29, 2012 USAID Egyptian Projects [Member] USD ($)	Jun. 29, 2012 New Orleans Levee Failure Class Action Litigation [Member] USD ($) cases lawsuits	Jun. 29, 2012 Canadian Pipeline Contract [Member] CAD	Jun. 29, 2012 DOE Deactivation, Demolition and Removal Project [Member] USD ($)	Jun. 29, 2012 DOE Deactivation, Demolition and Removal Project [Member] USD ($)	Jun. 29, 2012 Bolivian Mine Services Agreement [Member] USD ($)	Jun. 29, 2012 Indemnification of Joint Venture Partner [Member] USD ($)	Jun. 29, 2012 Letter of Credit of Consolidated Joint Venture [Member] USD ($)	Jun. 29, 2012 Guarantee of Foreign Credit Facilities and Bank Guarantee Lines [Member] USD ($)
Guarantee Obligations [Line Items]
Guarantee obligations current carrying value							$ 25.0	$ 0.9	$ 65.1
Bank guarantee outstanding under foreign credit facilities and other banking arrangements									31.9
Loss Contingencies [Line Items]
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, as well as common law theories of payment by mistake and unjust enrichment.	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.	In January 2010, a pipeline owner filed an action in the Court of Queen’s Bench of Alberta, Canada against Flint, a company acquired by us in May 2012, as well as against a number of other defendants, alleging that the defendants negligently provided pipe coating and insulation system services, engineering and design services and other work causing damage to and abandonment of the line. The pipeline owner alleges it has suffered approximately C$85.0 million in damages in connection with the abandonment and replacement of the pipeline.			The mine owner disputed the fair market value of mining equipment it was required to repurchase under the terms of the mine services agreement. On November 16, 2010, Washington Group Bolivia received a formal claim asserting breaches of contractual obligations and warranties, including the failure to adhere to the requisite professional standard of care while performing the mine services agreement.
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.	The plaintiffs allege damages of $200.0 billion and demand attorneys’ fees and costs.	approximately C$85.0 million in damages			On June 17, 2011, Washington Group Bolivia received a formal demand for arbitration pursuant to the Rules of Arbitration of the International Chamber of Commerce asserting claims up to $52.6 million.
Loss contingency actions taken by court arbitrator or mediator	On April 24, 2012, the Bankruptcy Court ruled that the federal government’s claims under the False Claims and Foreign Assistance Acts are not barred by the WGI bankruptcy. On June 12, 2012, WGI filed a motion to alter the Bankruptcy Court’s April 2012 ruling.	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 loss in period				0.1	0.7
Loss contingency actions taken by plaintiff and defendant	USAID Egyptian Projects: In March 2003, Washington Group International (“WGI”), a wholly owned subsidiary, 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, as well as 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. 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. WGI renewed its motion in Bankruptcy Court that all of the federal government’s claims are 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. On April 24, 2012, the Bankruptcy Court ruled that the federal government’s claims under the False Claims and Foreign Assistance Acts are not barred by the WGI bankruptcy. On June 12, 2012, WGI filed a motion to alter the Bankruptcy Court’s April 2012 ruling. WGI intends to continue to defend this matter vigorously; however, WGI cannot provide assurance that it will be successful in these efforts. The potential range of loss and the resolution of these matters cannot be determined at this time primarily due to the very limited factual record that exists in light of our limited ability to evaluate discovery that has been conducted so far at this early stage of the litigation; the fact that the matter involves unique and complex bankruptcy, international, and federal regulatory legal issues; the uncertainty concerning legal theories and their potential resolution by the courts; and the duration of this matter, as well as a number of additional factors.	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 $200.0 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, WGI Ohio cannot provide assurance that it will be successful in these efforts. The potential range of loss and the resolution of these matters cannot be determined at this time primarily due to the unknown number of individual plaintiffs who are actually asserting claims against WGI Ohio; the uncertainty regarding the nature and amount of each individual plaintiff’s damage claims; uncertainty concerning legal theories and factual bases that plaintiffs may present and their resolution by courts or regulators; and uncertainty about the plaintiffs’ claims, if any, that might survive certain key motions of our affiliate, as well as a number of additional factors.	Canadian Pipeline Contract: In January 2010, a pipeline owner filed an action in the Court of Queen’s Bench of Alberta, Canada against Flint, a company acquired by us in May 2012, as well as against a number of other defendants, alleging that the defendants negligently provided pipe coating and insulation system services, engineering and design services and other work causing damage to and abandonment of the line. The pipeline owner alleges it has suffered approximately C$85.0 million in damages in connection with the abandonment and replacement of the pipeline. Flint was the construction contractor on the pipeline project. Other defendants were responsible for engineering and design-services and for specifying and providing the actual pipe, insulation and coating materials used in the line. In January 2011, the pipeline owner served a Statement of Claim on Flint and, in September 2011, Flint filed a Statement of Defense denying that the damages to the coating system of the pipeline were caused by any negligence or breach of contract of Flint. Flint believes the damages were caused or contributed to by the negligence of one or more of the codefendants and/or by the negligent operation of the pipeline owner. Flint intends to continue to defend this matter vigorously; however, it cannot provide assurance that it will be successful, in whole or in part, in these efforts. The potential range of loss, if any, and the resolution of this matter cannot be determined at this early stage of proceedings primarily due to the substantial uncertainty regarding the actual cause of the damage to or loss of the line, the nature and amount of each individual damage claim against the various defendants, and the uncertainty concerning legal theories and factual bases that customer may present against all or some of the defendants.		DOE Deactivation, Demolition, and Removal Project: WGI Ohio executed a cost-reimbursable task order with the DOE in 2007 to provide deactivation, demolition and removal services at a New York State project site that during 2010 experienced contamination and performance issues. In September 2011, WGI Ohio voluntarily paid a civil penalty related to a project site contamination incident. In addition, WGI Ohio and the DOE executed a Task Order Modification in February 2011 that changed some cost-reimbursable contract provisions to at-risk. The Task Order Modification requires the DOE to pay all project costs up to $105.0 million, requires WGI Ohio and the DOE to equally share in all project costs incurred from $105.0 to $145.0 million, and requires WGI Ohio to pay all project costs exceeding $145.0 million. Through June 29, 2012, WGI Ohio has incurred total project costs of $175.4 million and has recorded cumulative project losses of $14.7 million, including charges of $0.1 million and $0.7 million in the three and six months ended June 29, 2012, respectively. Due to unanticipated requirements and permitting delays by federal and state agencies, as well as hurricane-caused delays and related ground stabilization activities, WGI Ohio is required to perform work outside the scope of the Task Order Modification. Based on changes and delays to date, requests for equitable adjustment (“REA”) amounting to $47.1 million and a proposal related to the hurricane-caused impacts in the amount of $38.0 million have been submitted to the DOE for approval. Additional REAs of at least $39.8 million are expected to be submitted. The final project completion costs are not currently estimable due to continuing delays in permitting and approval of a final project plan. WGI Ohio can give no assurance that it will not be obligated to pay some or all of the REAs, hurricane-caused impacts, and additional project completion costs, which would negatively impact our future results of operations.	Bolivian Mine Services Agreement: In 2009, a mine service agreement performed by one of our wholly owned subsidiaries, Washington Group Bolivia, was unilaterally terminated for convenience by the mine owner. The mine owner disputed the fair market value of mining equipment it was required to repurchase under the terms of the mine services agreement. On November 16, 2010, Washington Group Bolivia received a formal claim asserting breaches of contractual obligations and warranties, including the failure to adhere to the requisite professional standard of care while performing the mine services agreement. On June 17, 2011, Washington Group Bolivia received a formal demand for arbitration pursuant to the Rules of Arbitration of the International Chamber of Commerce asserting claims up to $52.6 million. Washington Group Bolivia has brought a $50 million counterclaim against the mine owner asserting claims of wrongful termination and lost productivity. Washington Group Bolivia intends to continue to defend this matter 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 primarily due to the early stage of discovery, the limited amount of information produced by the claimants to support the factual basis of their claims and the substantial uncertainty regarding the nature and amount of each individual claim; uncertainty concerning legal theories and factual bases that claimants may present and their resolution by arbitral tribunal; and uncertainty caused by different international jurisdictions represented by the parties and the location of the project, as well as a number of additional factors.  Washington Group Bolivia has brought a $50 million counterclaim against the mine owner asserting claims of wrongful termination and lost productivity.
Cumulative project losses					14.7
Total damages against all defendants claimed in the legal matter	373.0	200,000.0	85.0			52.6
Amount of counterclaim						50
Task order modification costs threshold below to be paid by customer				105.0	105.0
Task order modification costs to be paid equally by customer and company - range minimum				105.0	105.0
Task order modification costs to be paid equally by customer and company - range maximum				145.0	145.0
Task order modification costs threshold above to be paid by Company				145.0	145.0
Requests for equitable adjustment				47.1	47.1
Additional requests for equitable adjustment expected to be submitted				39.8	39.8
Project reimbursement request arising from acts of nature				38.0	38.0
Total project costs					$ 175.4
Loss contingency, cases consolidated, minimum number		1,450
Loss contingency, lawsuits filed, number		59

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EMPLOYEE RETIREMENT AND POST-RETIREMENT BENEFIT PLANS (DETAILS) (USD $) In Millions, unless otherwise specified			3 Months Ended	6 Months Ended	3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended
	Jun. 29, 2012	Dec. 30, 2011	Jun. 29, 2012 Pension Plans, Defined Benefit [Member]	Jun. 29, 2012 Pension Plans, Defined Benefit [Member]	Jun. 29, 2012 Domestic Pension Plans [Member]	Jul. 01, 2011 Domestic Pension Plans [Member]	Jun. 29, 2012 Domestic Pension Plans [Member]	Jul. 01, 2011 Domestic Pension Plans [Member]	Jun. 29, 2012 Foreign Pension Plans [Member]	Jul. 01, 2011 Foreign Pension Plans [Member]	Jun. 29, 2012 Foreign Pension Plans [Member]	Jul. 01, 2011 Foreign Pension Plans [Member]	Jun. 29, 2012 Post-retirement Benefit Plans [Member]	Jul. 01, 2011 Post-retirement Benefit Plans [Member]	Jun. 29, 2012 Post-retirement Benefit Plans [Member]	Jul. 01, 2011 Post-retirement Benefit Plans [Member]
Change in benefit obligation:
Service cost					$ 2.0	$ 1.7	$ 4.0	$ 3.4	$ 0.1	$ 0.1	$ 0.2	$ 0.2
Interest cost					4.7	4.7	9.4	9.4	5.7	6.2	11.3	12.2	0.5	0.5	1.0	1.0
Change in plan assets:
Employer contributions			7.5	16.5									1.0		1.8
Amounts recognized in our Consolidated Balance Sheets consist of:
Accrued benefit liability included in other long-term liabilities	266.9	276.0
Net periodic pension costs:
Service cost					2.0	1.7	4.0	3.4	0.1	0.1	0.2	0.2
Interest cost					4.7	4.7	9.4	9.4	5.7	6.2	11.3	12.2	0.5	0.5	1.0	1.0
Expected return on plan assets					(4.4)	(4.1)	(8.8)	(8.2)	(5.6)	(5.8)	(11.1)	(11.4)	(0.1)	(0.1)	(0.2)	(0.2)
Amortization of prior service costs					(0.7)	(0.8)	(1.4)	(1.6)
Recognized actuarial loss					2.4	1.8	4.8	3.6
Total net periodic benefit costs					4.0	3.3	8.0	6.6	0.2	0.5	0.4	1.0	0.4	0.4	0.8	0.8
Other defined benefit plans disclosures (Textuals) [Abstract]
Cash contributions			7.5	16.5									1.0		1.8
Estimated future employer contributions in current fiscal year			$ 15.8	$ 15.8									$ 1.7		$ 1.7

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ADOPTED AND OTHER RECENTLY ISSUED STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS

6 Months Ended

Jun. 29, 2012

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 goodwill impairment testing was issued. The update provides companies with the option to proceed directly to the first step of the two-step goodwill impairment test or perform a qualitative assessment to first assess whether the fair value of a reporting unit is less than its carrying amount, referred to as “step zero.” 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 was effective for us beginning with our first interim period of fiscal year 2012. The adoption of the standard is not expected tohave 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 standard requires, among other disclosures, 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. Among the new provisions of this standard was a requirement for entities to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented (for both interim and annual financial statements); however, a subsequent accounting standard update was issued, which indefinitely deferred the requirement to present reclassification adjustments. Excluding the deferred requirement, the remaining portion of the standard was effective for us beginning with our first interim period of fiscal year 2012.However, because we have historically presented the components of net income and the components of other comprehensive income in two separate but consecutive statements,the adoption of this 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 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 was effective for us beginning with our first interim period of fiscal year 2012.The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

An accounting standard update was issued related to new disclosures on offsetting assets and liabilities of financial and derivative instruments. The amendments require the disclosure of gross asset and liability amounts, amounts offset on the balance sheet and amounts subject to the offsetting requirements, but not offset on the balance sheet. The standard update is effective for us beginning with our first interim period in fiscal year 2013. This standard does not amend the existing guidance on when it is appropriate to offset. We do not expect the adoption of this standard to have a material impact on our condensed consolidated financial statements.

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INDEBTEDNESS (DETAILS) (USD $) In Millions, unless otherwise specified	6 Months Ended			6 Months Ended						6 Months Ended
	Jun. 29, 2012	Jul. 01, 2011	Dec. 30, 2011	Jun. 29, 2012 Senior Notes [Member]	Mar. 30, 2012 Senior Notes [Member]	Jun. 29, 2012 3.85% Senior Notes (net of discount) [Member]	Mar. 30, 2012 3.85% Senior Notes (net of discount) [Member]	Jun. 29, 2012 5.00% Senior Notes (net of discount) [Member]	Mar. 30, 2012 5.00% Senior Notes (net of discount) [Member]	Jun. 29, 2012 7.50% Canadian Notes (including premium) [Member]	Jun. 29, 2012 Redeemable in period prior to June 15, 2014 [Member]	Jun. 29, 2012 Redeemable in period prior to June 15, 2015 [Member]	Jun. 29, 2012 Redeemable in period June 15, 2015 to June 14, 2016 [Member]	Jun. 29, 2012 Redeemable in period June 15, 2016 to June 14, 2017 [Member]	Jun. 29, 2012 Redeemable in period June 15, 2017 to June 14, 2019 [Member]	Jun. 29, 2012 Foreign Line of Credit [Member]	Dec. 30, 2011 Foreign Line of Credit [Member]	Jun. 29, 2012 Revolving Line of Credit [Member]	Jun. 29, 2012 Credit Facility Term Loan [Member]	Dec. 30, 2011 Credit Facility Term Loan [Member]
Debt Instrument [Line Items]
Outstanding debt				$ 1,200.0															$ 700.0	$ 700.0
Interest rate at period end																			1.75%	1.80%
Revolving line of credit [Abstract]
Letters of credit issued, amount																		130.7
Amounts available on our revolving credit facility																		549.3
Senior credit facility [Abstract]
2011 Credit Facility term loan, basis spread on variable rate																			1.50%
Repayment of revolving line of credit	263.6	50.0
Debt Instrument, Covenant Compliance				We were in compliance with the covenants of our 2011 Credit Facility as of June 29, 2012.						We were in compliance with the covenants of our Senior Notes and Canadian Notes as of June 29, 2012.
Other indebtedness [Abstract]
Notes payable, weighted-average interest rate	4.44%		4.04%
Amounts available on our foreign facilities																35.9	33.7
Line of credit under our foreign facility, amount outstanding																8.1	10.5
Senior Notes and Canadian Notes [Abstract]
Senior Notes, unamortized discount				1.1
Senior Notes, unamortized premium										28.8
Senior Notes, aggregate principal amount							400.0		600.0
Senior Notes, interest rate, stated percentage							3.85%		5.00%	7.50%
Senior Notes, issuer redemption price in whole percent of principal					100.00%
Senior Notes, change of control triggering event redemption price percent of principal					101.00%					101.00%
Senior Notes, future indebtedness threshold for guarantors					100.0
Senior Notes, issuer redemption price in whole or in part percent of principal					100.00%
Senior Notes, issuer redemption price for all or portion, percent of principal									100.00%
Canadian Notes, maximum percent of principal redeemable											35.00%
Canadian Notes, issuer redemption price percent of principal											107.50%
Canadian Notes, minimum percent of principal remaining outstanding after redemption											65.00%
Canadian Notes, issuer redemption price percent of principal plus applicable premium												100.00%	103.80%	101.90%	100.00%
Business acquisition [Abstract]
Liabilities Assumed	175.0
Indebtedness [Abstract]
Bank term loans, net of debt issuance costs	695.7		695.1
Senior Notes (net of discount)				998.9		399.5		599.4		198.1
Revolving line of credit	320.0		23.0
Obligations under capital leases	52.8		27.3
Notes payable, Loan Notes, and foreign credit lines	51.6		53.1
Total indebtedness	$ 2,317.1		$ 798.5

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ACQUISITION (TABLES)

6 Months Ended

Jun. 29, 2012

Acquisition [Abstract]

Business acquisition - purchase price allocation [Table Text Block]

Preliminary allocation of purchase price:
(In millions)
Identifiable assets acquired and liabilities assumed:
	Cash and cash equivalents			$	4
	Trade and other receivables				544
	Inventory				61
	Other current assets				38
	Investments in and advances to unconsolidated joint ventures				147
	Property and equipment				420
	Other assets				12
	Identifiable intangible assets:
		Customer relationships, contracts and backlog			159
		Trade names			94
		Other			13
			Total amount allocated to identifiable intangible assets		266
	Current liabilities				(267)
	Net deferred tax liabilities				(84)
	Long-term debt				(236)
	Other long-term liabilities				(28)
			Total identifiable net assets acquired		877
Goodwill					475
			Total purchase price	$	1,352

Business acquisition, pro forma information [Abstract]

Business acquisition, pro forma information [Table Text Block]

	Three Months		Three Months		Six Months		Six Months
Unaudited (In millions, except per share data)	Ended		Ended		Ended		Ended
	June 29, 2012		July 1, 2011		June 29, 2012		July 1, 2011
Revenues	$	2,934.4	$	2,711.0	$	5,866.2	$	5,370.7
Net income including noncontrolling interests	$	68.8	$	77.2	$	183.1	$	101.6
Net income attributable to URS	$	43.1	$	44.0	$	131.6	$	42.6
Basic EPS	$	0.58	$	0.57	$	1.78	$	0.55
Diluted EPS	$	0.58	$	0.57	$	1.77	$	0.55

Business acquisition, pro forma nonrecurring adjustments [Abstract]

Business acquisition, pro forma nonrecurring adjustments [Table Text Block]

	Three Months		Three Months		Six Months		Six Months
Pre-tax, nonrecurring adjustment (In millions)	Ended		Ended		Ended		Ended
		June 29, 2012 (1)		July 1, 2011		June 29, 2012 (1)		July 1, 2011
Acquisition-related expenses	$	21.1	$	—	$	28.4	$	(28.9)

• Included in the pro forma results for the six months ended July 1, 2011 is a nonrecurring adjustment related to URS and Flintacquisition-related expenses. These expenses were included in the fiscal year 2011 pro forma results as if the acquisition occurred at the beginning of that fiscal year.

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PROPERTY AND EQUIPMENT (TABLES)

6 Months Ended

Jun. 29, 2012

Property plant and equipment [Abstract]

Property and equipment [Table Text Block]

		June 29,		December 30,
(In millions)		2012		2011
Construction and mining equipment		$	234.6	$	95.3
Computer software			207.7		186.3
Computer hardware			197.8		186.8
Vehicles and automotive equipment			165.1		7.7
Leasehold improvements			120.2		109.0
Land and buildings			107.4		9.2
Furniture and fixtures			93.2		91.5
Other equipment			72.5		70.8
Construction in progress			6.8		0.2
			1,205.3		756.8
Accumulated depreciation and amortization			(526.1)		(487.4)
	Property and equipment at cost, net (1)	$	679.2	$	269.4

• The unamortized computer software costs were $71.2 million and $60.8 million, respectively, as of June 29, 2012 and December 30, 2011.

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OTHER COMPREHENSIVE INCOME (LOSS) AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (DETAILS) (USD $) In Millions, unless otherwise specified	Jun. 29, 2012	Dec. 30, 2011
Other comprehensive income (loss) [Line Items]
Balances	$ (122.0)	$ (110.8)

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INDEBTEDNESS (DETAILS 2) (USD $) In Millions, unless otherwise specified	Jun. 29, 2012	Dec. 30, 2011
Total indebtedness [Abstract]
Total indebtedness	$ 2,317.1	$ 798.5
Current portion of long-term debt	86.5	61.5
Long-term debt	$ 2,230.6	$ 737.0

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INVENTORY (TABLES)

6 Months Ended

Jun. 29, 2012

Inventory [Abstract]

Inventory [Table Text Block]

		June 29,		December 30,
(In millions)		2012		2011
Raw materials		$	16.3	$	2.7
Work in progress			26.2		16.8
Finished goods			26.3		—
Supplies			10.7		—
	Total	$	79.5	$	19.5

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INDEBTEDNESS (TABLES)

6 Months Ended

Jun. 29, 2012

Debt disclosure [Abstract]

Schedule of debt [Table Text Block]

		June 29,		December 30,
(In millions)		2012		2011
Bank term loan, net of debt issuance costs		$	695.7	$	695.1
3.85% Senior Notes (net of discount)			399.5		—
5.00% Senior Notes (net of discount)			599.4		—
7.50% Canadian Notes (including premium)			198.1		—
Revolving line of credit			320.0		23.0
Obligations under capital leases			52.8		27.3
Notes payable, Loan Notes, and foreign credit lines			51.6		53.1
	Total indebtedness		2,317.1		798.5
Less:
Current portion of long-term debt			86.5		61.5
	Long-term debt	$	2,230.6	$	737.0

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BUSINESS, BASIS OF PRESENTATION, AND ACCOUNTING POLICIES

6 Months Ended

Jun. 29, 2012

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 than 57,000 employees in a global network of offices and contract-specific job sites in nearly50 countries. We operate through four reporting segments: the Infrastructure & Environment Division, the Federal Services Division, the Energy & Construction Division, and the Oil & Gas Division. Our Oil & Gas Division is comprised of the former operations of Flint Energy Services Ltd. (“Flint”), which we acquired on May 14, 2012.

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 for the year ended December 30, 2011. The results of operations for the three and six months ended June 29, 2012 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.

The operating results of Flint from the acquisition date through June 29, 2012 are included in our condensed consolidated financial statements under the Oil & Gas Division. 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

During fiscal year 2011, we identified an error related to the calculation and presentation of income tax expense. Historically, we includedincome 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”). After further analysis, we 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 sixmonths ended July 1, 2011by $9.4 million and$14.4 million, respectively. Our effective income tax rate for the three and sixmonths ended July 1, 2011was overstated by 6.4 percentage points and 5.3percentage 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 Securities and Exchange Commission's (“SEC”) 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 sixmonths ended July 1, 2011have been revised to correct the immaterial errors described above.

The effects of these revisions on the line items within our condensed consolidated financial statements and on the effective tax rates for the three and sixmonths ended July 1, 2011are as follows:

				Three Months Ended						Six Months Ended
				July 1, 2011						July 1, 2011
				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				$	145.5	$	—	$	145.5	$	272.4	$	—	$	272.4
Income tax expense					(54.9)		9.4		(45.5)		(98.9)		14.4		(84.5)
		Net income including noncontrolling interests			90.6		9.4		100.0		173.5		14.4		187.9
Noncontrolling interests in income of consolidated subsidiaries					(23.8)		(9.4)		(33.2)		(44.6)		(14.4)		(59.0)
			Net income attributable to URS	$	66.8	$	—	$	66.8	$	128.9	$	—	$	128.9
Effective income tax rate					37.7%		6.4%		31.3%		36.3%		5.3%		31.0%
Condensed Consolidated Statements of Comprehensive Income Data:
Net income including noncontrolling interests				$	90.6	$	9.4	$	100.0	$	173.5	$	14.4	$	187.9
Comprehensive income				$	96.8	$	9.4	$	106.2	$	193.4	$	14.4	$	207.8
Noncontrolling interests in comprehensive income of consolidated subsidiaries				$	(23.8)	$	(9.4)	$	(33.2)	$	(44.6)	$	(14.4)	$	(59.0)
Condensed Consolidated Statements of Changes in Stockholders' Equity Data:
Distributions to noncontrolling interests										$	(24.2)	$	(14.4)	$	(38.6)
Noncontrolling interests in comprehensive income of consolidated subsidiaries										$	44.6	$	14.4	$	59.0
Condensed Consolidated Statements of Cash Flows Data:
Cash flows from operating activities:
	Net income including noncontrolling interests									$	173.5	$	14.4	$	187.9
	Accounts payable, accrued salaries and employee benefits, and other current liabilities									$	(30.0)	$	(12.8)	$	(42.8)
	Other long-term liabilities									$	(2.2)	$	(1.6)	$	(3.8)

Reclassifications

We made reclassifications to the prior years' 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. As ofboth periods endedJune 29, 2012 and December 30, 2011, ourrestricted cash balanceswere$21.0 million. 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.”

Foreign Currency Translation

We determine the functional currency of our international operating entities based upon the currency of the primary environment in which they operate. Where the functional currency is not the U.S. dollar, translation of assets and liabilities to U.S. dollars is based on exchange rates at the balance sheet date. Translation of revenue and expenses to U.S. dollars is based on the average rate during the period. Foreign currency differences arising from translation is reported as a component of other comprehensive income (loss). Foreign currency differences arising from transactions denominated in currencies other than the functional currency, such as selling services or purchasing materials, results in transaction gains or losses. Such gains or losses on these foreign currency transactions are generally included in results of operations.

Foreign currency differences arising from the translation of intercompany loans from a foreign currency into the functional currency of an entity, which are of a long-term investment nature (that is, settlement is not planned or anticipated in the foreseeable future)are recorded in “Accumulated other comprehensive income (loss)” on our Condensed Consolidated Balance Sheets.Foreign currency differences arising from the translation of other intercompany loans from a foreign currency into the functional currency of an entity are recorded in “Other expenses” on our Condensed Consolidated Statements of Operations.

Inventory

Inventory is stated at cost (first-in, first-out or average cost), but not in excess of net realizable value. Net realizable value represents the estimated selling price for inventory less the estimated costs of completion and the estimated costs associated with the sale. The cost of inventory includes expenditures incurred in acquiring the inventory, production or conversion costs, and other costs incurred in bringing the inventory items to their existing location and condition. For manufactured inventory and work in progress, cost includes overhead allocated based on normal operating capacity. A write down for excess or inactive inventory is recorded based upon an analysis that considers current inventory levels, historical usage patterns, future sales expectations and salvage value.

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

6 Months Ended

Jun. 29, 2012

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

Billings in excess of costs and accrued earnings on contracts [Table Text Block]

		June 29,		December 30,
(In millions)		2012		2011
Billings in excess of costs and accrued earnings on contracts		$	202.6	$	216.4
Project-related legal liabilities and other project-related reserves			41.6		38.0
Advance payments negotiated as a contract condition			18.0		24.6
Normal profit liabilities			8.2		12.7
Estimated losses on uncompleted contracts			9.7		19.1
	Total	$	280.1	$	310.8

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PROPERTY AND EQUIPMENT (DETAILS) (USD $) In Millions, unless otherwise specified	Jun. 29, 2012		Dec. 30, 2011
Depreciation and amortization expense related to property and equipment (Textuals) [Abstract]
Unamortized computer software costs	$ 71.2		$ 60.8
Property plant and equipment [Line Items]
Property plant and equipment, gross	1,205.3		756.8
Accumulated depreciation and amortization	(526.1)		(487.4)
Property and equipment at cost, net	679.2	[1]	269.4	[1]
Construction and mining equipment [Member]
Property plant and equipment [Line Items]
Property plant and equipment, gross	234.6		95.3
Computer software [Member]
Property plant and equipment [Line Items]
Property plant and equipment, gross	207.7		186.3
Computer hardware [Member]
Property plant and equipment [Line Items]
Property plant and equipment, gross	197.8		186.8
Vehicles and automotive equipment [Member]
Property plant and equipment [Line Items]
Property plant and equipment, gross	165.1		7.7
Leasehold improvements [Member]
Property plant and equipment [Line Items]
Property plant and equipment, gross	120.2		109.0
Land and buildings [Member]
Property plant and equipment [Line Items]
Property plant and equipment, gross	107.4		9.2
Furniture and fixtures [Member]
Property plant and equipment [Line Items]
Property plant and equipment, gross	93.2		91.5
Other equipment [Member]
Property plant and equipment [Line Items]
Property plant and equipment, gross	72.5		70.8
Construction in progress [Member]
Property plant and equipment [Line Items]
Property plant and equipment, gross	$ 6.8		$ 0.2

[1] The unamortized computer software costs were $71.2 million and $60.8 million, respectively, as of June 29, 2012 and December 30, 2011.

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GOODWILL AND INTANGIBLE ASSETS (DETAILS) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 29, 2012	Jul. 01, 2011	Dec. 30, 2011
Finite-Lived Intangible Assets [Line Items]
Balance	$ 522.0
Amortization expense	42.6	28.2
Balance	737.2
Table of estimated future amortization expense of intangible assets [Abstract]
Total estimated future amortization expense	737.2
Goodwill [Line Items]
Goodwill	$ 3,241.5		$ 2,773.0

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Jun. 29, 2012		Dec. 30, 2011
Current assets:
Cash and cash equivalents	$ 287,800,000		$ 436,000,000
Accounts receivable, including retentions of $91.3 and $67.5, respectively	1,451,300,000		1,114,700,000
Costs and accrued earnings in excess of billings on contracts	1,608,400,000		1,317,100,000
Less receivable allowances	(38,300,000)		(43,100,000)
Net accounts receivable	3,021,400,000		2,388,700,000
Deferred tax assets	59,100,000		63,000,000
Inventory	79,500,000		19,500,000
Other current assets	223,900,000		181,700,000
Total current assets	3,671,700,000		3,088,900,000
Investments in and advances to unconsolidated joint ventures	253,800,000		107,700,000
Property and equipment at cost, net	679,200,000	[1]	269,400,000	[1]
Intangible assets, net	737,200,000		522,000,000
Goodwill	3,241,500,000		2,773,000,000
Other assets	114,100,000		101,600,000
Total assets	8,697,500,000		6,862,600,000
Current liabilities:
Current portion of long-term debt	86,500,000		61,500,000
Accounts payable and subcontractors payable, including retentions of $41.0 and $39.6, respectively	782,300,000		659,100,000
Accrued salaries and employee benefits	519,600,000		527,000,000
Billings in excess of costs and accrued earnings on contracts	280,100,000		310,800,000
Other current liabilities	200,900,000		176,500,000
Total current liabilities	1,869,400,000		1,734,900,000
Long-term debt	2,230,600,000		737,000,000
Deferred tax liabilities	372,100,000		276,500,000
Self-insurance reserves	143,000,000		132,700,000
Pension and post-retirement benefit obligations	266,900,000		276,000,000
Other long-term liabilities	246,000,000		221,100,000
Total liabilities	5,128,000,000		3,378,200,000
Commitments and contingencies
URS stockholders' equity:
Preferred stock, authorized 3.0 shares; no shares outstanding	0		0
Common stock par value $.01; authorized 200.0 shares; 88.9 and 87.8 shares issued, respectively; and 76.8 and 76.7 shares outstanding, respectively	900,000		900,000
Treasury stock, 12.1 and 11.1 shares at cost, respectively	(494,900,000)		(454,900,000)
Additional paid-in capital	2,979,800,000		2,966,800,000
Accumulated other comprehensive loss	(122,000,000)		(110,800,000)
Retained earnings	1,077,900,000		975,200,000
Total URS stockholders' equity	3,441,700,000		3,377,200,000
Noncontrolling interests	127,800,000		107,200,000
Total stockholders' equity	3,569,500,000		3,484,400,000
Total liabilities and stockholders' equity	$ 8,697,500,000		$ 6,862,600,000

[1] The unamortized computer software costs were $71.2 million and $60.8 million, respectively, as of June 29, 2012 and December 30, 2011.

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FAIR VALUE OF DEBT INSTRUMENTS AND DERIVATIVE INSTRUMENTS (DETAILS)	3 Months Ended	6 Months Ended		6 Months Ended
	Jun. 29, 2012 USD ($)	Jun. 29, 2012 USD ($)	Jun. 29, 2012 CAD	Jun. 29, 2012 Senior Notes [Member] USD ($)	Jun. 29, 2012 Credit Facility Term Loan [Member] USD ($)	Dec. 30, 2011 Credit Facility Term Loan [Member] USD ($)
Debt Instrument [Line Items]
Outstanding debt				$ 1,200,000,000	$ 700,000,000	$ 700,000,000
Fair values of our term loans					696,500,000	697,400,000
Fair value loans payable valuation techniques				The fair value of the Senior Notes was derived by taking the mid-point of the trading prices from an observable market input (Level 2) in the secondary loan market and multiplying it by the outstanding balance of the notes. The fair value of the Canadian Notes was derived from the present value of the cash flows from interest payments and the principal balance based on the expected redemption value, discounted at a yield as of acquisition date for comparable URS senior unsecured notes (Level 3).
Fair value of our Senior Notes				1,200,000,000
Foreign currency exchange contracts [Abstract]
Notional amount of foreign currency forward contract			1,250,000,000
Notional amount of extended foreign currency forward contract	1,000,000,000	1,000,000,000	1,000,000,000
Foreign currency exchange contracts [Line Items]
Loss on settlement of foreign currency forward contract	2,800,000	300,000
Foreign currency losses on intercompany loans		$ 6,400,000

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) In Millions	Total	Common Stock Activities [Member]	Treasury Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Total URS Stockholders' Equity	Noncontrolling Interests
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
Employee stock purchases and exercises of stock options	6.1			6.1			6.1
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	(14.3)			(14.3)			(14.3)
Stock repurchased in connection with exercises of stock options and vesting of restricted stock awards (in shares)		(0.3)
Stock-based compensation	22.4			22.4			22.4
Stock-based compensation (in shares)		0.9
Excess tax benefits from stock-based compensation	0.8			0.8			0.8
Foreign currency translation adjustments	18.7				18.7		18.7
Pension and postretirement related adjustments, net of tax	1.2				1.2		1.2
Repurchases of common stock	(136.7)		(136.7)				(136.7)
Repurchases of common stock (in shares)		(3.0)
Distributions to noncontrolling interests	(38.6)							(38.6)
Contributions and advances from noncontrolling interests	5.7							5.7
Other transactions with noncontrolling interests	0.7							0.7
Net income including noncontrolling interests	187.9					128.9	128.9	59.0
Ending Balances at Jul. 01, 2011	4,254.9	0.9	(348.8)	2,939.3	(17.0)	1,569.9	4,144.3	110.6
Ending Balances (in shares) at Jul. 01, 2011		79.7
Beginning Balances at Dec. 30, 2011	3,484.4	0.9	(454.9)	2,966.8	(110.8)	975.2	3,377.2	107.2
Beginning Balances (in shares) at Dec. 30, 2011	76.7
Employee stock purchases and exercises of stock options	6.2			6.2			6.2
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	(14.5)			(14.5)			(14.5)
Stock repurchased in connection with exercises of stock options and vesting of restricted stock awards (in shares)		(0.3)
Stock-based compensation	21.3			21.3			21.3
Stock-based compensation (in shares)		1.2
Foreign currency translation adjustments	(12.6)				(12.6)		(12.6)
Pension and postretirement related adjustments, net of tax	2.1				2.1		2.1
Loss on derivative instruments, net of tax	(0.7)				(0.7)		(0.7)
Repurchases of common stock	(40.0)		(40.0)				(40.0)
Repurchases of common stock (in shares)		(1.0)
Cash dividends declared	(30.6)					(30.6)	(30.6)
Noncontrolling interests from an acquisition	2.0							2.0
Distributions to noncontrolling interests	(35.2)							(35.2)
Contributions and advances from noncontrolling interests	0.7							0.7
Other transactions with noncontrolling interests	1.8							1.8
Net income including noncontrolling interests	184.6					133.3	133.3	51.3
Ending Balances at Jun. 29, 2012	$ 3,569.5	$ 0.9	$ (494.9)	$ 2,979.8	$ (122.0)	$ 1,077.9	$ 3,441.7	$ 127.8
Ending Balances (in shares) at Jun. 29, 2012	76.8

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SEGMENT AND RELATED INFORMATION (TABLES)

6 Months Ended

Jun. 29, 2012

Segment reporting [Abstract]

Segment reporting, disclosure of entity's reportable segments [Table Text Block]

		Three Months Ended				Six Months Ended
		June 29,		July 1,		June 29,		July 1,
(In millions)		2012		2011		2012		2011
Revenues
Infrastructure & Environment		$	966.3	$	929.5	$	1,930.4	$	1,839.4
Federal Services (1)			718.2		668.6		1,435.3		1,249.8
Energy & Construction			777.9		810.5		1,503.6		1,676.8
Oil & Gas (2)			277.5		—		277.5		—
Inter-segment, eliminations and other			(49.2)		(48.3)		(94.6)		(85.9)
	Total revenues	$	2,690.7	$	2,360.3	$	5,052.2	$	4,680.1
Equity in income of unconsolidated joint ventures
Infrastructure & Environment		$	(1.0)	$	1.1	$	(0.1)	$	2.1
Federal Services			1.7		1.6		3.3		3.1
Energy & Construction			15.7		35.9		41.9		70.8
Oil & Gas (2)			0.6		—		0.6		—
	Total equity in income of unconsolidated joint ventures	$	17.0	$	38.6	$	45.7	$	76.0
URS operating income (3)
Infrastructure & Environment		$	62.1	$	53.9	$	107.6	$	110.7
Federal Services (1)			59.8		45.8		152.7		81.6
Energy & Construction			29.6		36.7		52.4		72.7
Oil & Gas (2)			3.2		—		3.2		—
Corporate (4)			(30.7)		(19.0)		(56.3)		(41.4)
	Total URS operating income	$	124.0	$	117.4	$	259.6	$	223.6
Operating income
Infrastructure & Environment		$	62.6	$	54.3	$	108.6	$	109.9
Federal Services (1)			59.8		45.8		152.7		81.6
Energy & Construction			54.8		69.5		102.9		132.5
Oil & Gas (2)			3.0		—		3.0		—
Corporate (4)			(30.7)		(19.0)		(56.3)		(41.4)
	Total operating income	$	149.5	$	150.6	$	310.9	$	282.6
Depreciation and amortization
Infrastructure & Environment		$	14.3	$	14.3	$	28.7	$	26.5
Federal Services (1)			9.1		6.1		18.7		11.5
Energy & Construction			12.1		13.8		23.8		27.6
Oil & Gas (2)			18.7		—		18.7		—
Corporate (4)			1.6		1.5		3.1		3.4
	Total depreciation and amortization	$	55.8	$	35.7	$	93.0	$	69.0

• The operating results of ApptisHoldings, Inc. (“Apptis”) have been included in our consolidated results since the acquisition on June1, 2011.
• The operating results of Flinthave been included in our consolidated results since the acquisition on May14, 2012.
• We are providing information regarding URS operating income by segmentbecause management uses this information to assess performance and make decisions about resource allocation.
• Corporate includes expenses related to corporate functions and acquisition-related expenses.

Reconciliation of other significant reconciling items from segments to consolidated [Table Text Block]

		Three Months Ended June 29, 2012
		Infrastructure				Energy		Oil
		&		Federal		&		&
(In millions)		Environment		Services		Construction		Gas		Corporate		Consolidated
URS operating income (loss)		$	62.1	$	59.8	$	29.6	$	3.2	$	(30.7)	$	124.0
Noncontrolling interests			0.5		—		25.2		(0.2)		—		25.5
	Operating income (loss)	$	62.6	$	59.8	$	54.8	$	3.0	$	(30.7)	$	149.5
		Three Months Ended July 1, 2011
		Infrastructure				Energy		Oil
		&		Federal		&		&
(In millions)		Environment		Services		Construction		Gas		Corporate		Consolidated
URS operating income (loss)		$	53.9	$	45.8	$	36.7	$	—	$	(19.0)	$	117.4
Noncontrolling interests			0.4		—		32.8		—		—		33.2
	Operating income (loss)	$	54.3	$	45.8	$	69.5	$	—	$	(19.0)	$	150.6
		Six Months Ended June 29, 2012
		Infrastructure				Energy		Oil
		&		Federal		&		&
(In millions)		Environment		Services		Construction		Gas		Corporate		Consolidated
URS operating income (loss)		$	107.6	$	152.7	$	52.4	$	3.2	$	(56.3)	$	259.6
Noncontrolling interests			1.0		—		50.5		(0.2)		—		51.3
	Operating income (loss)	$	108.6	$	152.7	$	102.9	$	3.0	$	(56.3)	$	310.9
		Six Months Ended July 1, 2011
		Infrastructure				Energy		Oil
		&		Federal		&		&
(In millions)		Environment		Services		Construction		Gas		Corporate		Consolidated
URS operating income (loss)		$	110.7	$	81.6	$	72.7	$	—	$	(41.4)	$	223.6
Noncontrolling interests			(0.8)		—		59.8		—		—		59.0
	Operating income (loss)	$	109.9	$	81.6	$	132.5	$	—	$	(41.4)	$	282.6

Schedule of investments in and advances to unconsolidated joint ventures and property and equipment, net of accumulated depreciation by segment [Table Text Block]

		June 29,		December 30,
(In millions)		2012		2011
Infrastructure & Environment		$	6.9	$	6.3
Federal Services			5.4		5.1
Energy & Construction			101.1		96.3
Oil & Gas			140.4		—
	Total investments in and advances to unconsolidated joint ventures	$	253.8	$	107.7
Infrastructure & Environment		$	139.4	$	140.5
Federal Services			39.8		46.2
Energy & Construction			60.2		61.8
Oil & Gas			415.1		—
Corporate			24.7		20.9
	Total property and equipment, net of accumulated depreciation	$	679.2	$	269.4

Reconciliation of assets from segment to consolidated [Table Text Block]

		June 29,		December 30,
(In millions)		2012		2011
Infrastructure & Environment (1)		$	2,289.0	$	2,287.3
Federal Services (1)			1,617.6		1,582.4
Energy & Construction (1)			2,692.0		2,611.9
Oil & Gas (1)			1,879.3		—
Corporate (1)			219.6		381.0
	Total assets	$	8,697.5	$	6,862.6

• Total assets by segments are net of investments in subsidiaries.

Schedule of revenues from external customers, by geographical areas [Table Text Block]

		Three Months Ended				Six Months Ended
		June 29,		July 1,		June 29,		July 1,
(In millions)		2012		2011		2012		2011
Revenues
	United States	$	2,179.0	$	2,040.6	$	4,249.2	$	4,068.5
	International (1)		519.0		326.9		820.0		624.9
	Eliminations		(7.3)		(7.2)		(17.0)		(13.3)
Total revenues		$	2,690.7	$	2,360.3	$	5,052.2	$	4,680.1

• No individual foreign country contributed more than 10% of our consolidated revenues for the three and six months ended June 29, 2012 and July 1, 2011.

Revenues from major customers [Table Text Block]

		Three Months Ended				Six Months Ended
		June 29,		July 1,		June 29,		July 1,
(In millions, except percentages)		2012		2011		2012		2011
The U.S. Army (1)
	Infrastructure & Environment	$	43.6	$	33.9	$	87.4	$	72.5
	Federal Services		374.4		344.5		747.5		650.3
	Energy & Construction		25.6		58.4		50.5		119.3
Total U.S. Army		$	443.6	$	436.8	$	885.4	$	842.1
Revenues from the U.S. Army as a percentage of our consolidated revenues			16%		19%		18%		18%
DOE
	Infrastructure & Environment	$	2.3	$	1.8	$	3.4	$	3.4
	Federal Services		7.2		5.6		13.1		9.2
	Energy & Construction		240.2		324.2		493.2		626.9
Total DOE		$	249.7	$	331.6	$	509.7	$	639.5
Revenues from DOE as a percentage of our consolidated revenues			9%		14%		10%		14%
Revenues from the federal market sector as a percentage of our consolidated revenues			43%		49%		46%		48%

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

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 29, 2012

Notes to Financial Statements [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 15. COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we and our affiliates are subject to various contractual disputes, governmental audits and investigations, and legal proceedings alleging, among other things, contractual, tortious or statutory breaches. The final outcomes of these various matters cannot be predicted or estimated with certainty. We are including information regarding the following matters:

• USAID Egyptian Projects: In March 2003, Washington Group International (“WGI”), a wholly owned subsidiary, 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, as well as 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. 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. WGI renewed its motion in Bankruptcy Court that all of the federal government's claims are 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. On April 24, 2012, the Bankruptcy Court ruled that the federal government's claims under the False Claims and Foreign Assistance Acts are not barred by the WGI bankruptcy. On June 12, 2012, WGI filed a motion to alter the Bankruptcy Court's April 2012 ruling.

  WGI intends to continue to defend this matter vigorously; however, WGI cannot provide assurance that it will be successful in these efforts. The potential range of loss and the resolution of these matters cannot be determined at this timeprimarily due to the very limited factual record that exists in light of our limited ability to evaluate discovery that has been conducted so far at this early stage of the litigation; the fact that the matter involves unique and complex bankruptcy, international, and federal regulatory legal issues; the uncertainty concerning legal theories and their potential resolution by the courts; and the duration of this matter, as well as a number of additional factors.

• 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 $200.0 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, WGI Ohio cannot provide assurance that it will be successful in these efforts. The potential range of loss and the resolution of these matters cannot be determined at this timeprimarily due to the unknown number of individual plaintiffs who are actually asserting claims against WGI Ohio; the uncertainty regarding the nature and amount of each individual plaintiff's damage claims; uncertainty concerning legal theories and factual bases that plaintiffs may present and their resolution by courts or regulators; and uncertainty about the plaintiffs' claims, if any, that might survive certain key motions of our affiliate, as well as a number of additional factors.

• DOE Deactivation, Demolition, and Removal Project: WGI Ohio executed a cost-reimbursable task order with the DOE in 2007 to provide deactivation, demolition and removal services at a New York State project site that during 2010 experienced contamination and performance issues. In September 2011, WGI Ohio voluntarily paid a civil penalty related to a project site contamination incident. In addition, WGI Ohio and the DOE executed a Task Order Modification in February 2011 that changed some cost-reimbursable contract provisions to at-risk. The Task Order Modification requires the DOE to pay all project costs up to $105.0 million, requires WGI Ohio and the DOE to equally share in all project costs incurred from $105.0to $145.0 million, and requires WGI Ohio to pay all project costs exceeding $145.0 million.

  Through June 29, 2012, WGI Ohio has incurred total project costs of $175.4 million and has recorded cumulative project losses of $14.7 million, including charges of $0.1million and $0.7million in the three and sixmonths ended June 29, 2012, respectively.Due to unanticipated requirements and permitting delays by federal and state agencies, as well as hurricane-caused delays and related ground stabilization activities, WGI Ohio is required to perform work outside the scope of the Task Order Modification. Based on changes and delays to date, requests for equitable adjustment (“REA”) amounting to $47.1 million and a proposal related to the hurricane-caused impacts in the amount of $38.0 million have been submitted to the DOE for approval. Additional REAs of at least $39.8 million are expected to be submitted. The final project completion costs are not currently estimable due to continuing delays in permitting and approval of a final project plan. WGI Ohio can give no assurance that it will not be obligated to pay some or all of the REAs, hurricane-caused impacts, and additional project completion costs, which would negatively impact our future results of operations.

• Bolivian Mine Services Agreement: In 2009, a mine service agreement performed by one of our wholly owned subsidiaries, Washington Group Bolivia, was unilaterally terminated for convenience by the mine owner. The mine owner disputed the fair market value of mining equipment it was required to repurchase under the terms of the mine services agreement. On November 16, 2010, Washington Group Bolivia received a formal claim asserting breaches of contractual obligations and warranties, including the failure to adhere to the requisite professional standard of care while performing the mine services agreement.On June 17, 2011, Washington Group Bolivia received a formal demand for arbitration pursuant to the Rules of Arbitration of the International Chamber of Commerce asserting claims up to $52.6 million. Washington Group Bolivia has brought a $50 million counterclaim against the mine owner asserting claims of wrongful termination and lost productivity.

  Washington Group Bolivia intends to continue to defend this matter 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 timeprimarily due to the early stage of discovery, the limited amount of information produced by the claimants to support the factual basis of their claims and the substantial uncertainty regarding the nature and amount of each individual claim; uncertainty concerning legal theories and factual bases that claimants may present and their resolution by arbitral tribunal; and uncertainty caused by different international jurisdictions represented by the parties and the location of the project, as well as a number of additional factors.

• Canadian Pipeline Contract: In January 2010, a pipeline owner filed an action in the Court of Queen's Bench of Alberta, Canada against Flint, a company acquired by us in May 2012, as well as against a number of other defendants, alleging that the defendants negligently provided pipe coating and insulation system services, engineering and design services and other work causing damage to and abandonment of the line. The pipeline owner alleges it has sufferedapproximately C$85.0 million in damages in connection with the abandonment and replacement of the pipeline. Flint was the construction contractor on the pipeline project. Other defendants were responsible for engineering and design-services and for specifying and providing the actual pipe, insulation and coating materials used in the line. In January 2011, the pipeline owner served a Statement of Claim on Flint and, in September 2011, Flint filed a Statement of Defense denying that the damages to the coating system of the pipeline were caused by any negligence or breach of contract of Flint. Flint believes the damages were caused or contributed to by the negligence of one or more of the codefendants and/or by the negligent operation of the pipeline owner.

Flint intends to continue to defend this matter vigorously; however, it cannot provide assurance that it will be successful,in whole or in part,in these efforts. The potential range of loss, if any, and the resolution of this matter cannot be determined at this early stage of proceedings primarily due to the substantial uncertainty regarding the actual cause of the damage to or loss of the line, the nature and amount of each individual damage claim against the various defendants, and the uncertainty concerning legal theories and factual bases that customer may present against all or some of the defendants.

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. Our evaluation of the impact of pending actions could change in the future and unfavorable outcomes and/or defense costs, depending upon the amount and timing, could have a material adverse effect on our results of operations or cash flows for future periods.

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 June 29, 2012, 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 June 29, 2012.

We have guaranteed several of our foreign credit facilities and bank guarantee lines. The aggregate amount of these guarantees was $65.1 million as of June 29, 2012.

As of June 29, 2012, we had $31.9 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.

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BUSINESS, BASIS OF PRESENTATION, AND ACCOUNTING POLICIES (DETAILS) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2012 countries employees	Jul. 01, 2011	Jun. 29, 2012 countries employees	Jul. 01, 2011	Dec. 30, 2011
Cash and cash equivalents (Textuals) [Abstract]
Restricted cash and cash equivalents	$ 21.0		$ 21.0		$ 21.0
Organization, consolidation and presentation of financial statements, as shown (Textuals) [Abstract]
Entity number of employees	57,000		57,000
Number of countries in which entity operates	50		50
Condensed Consolidated Statements of Operations Data [Abstract]
Income before income taxes	119.6	145.5	273.7	272.4
Income tax expense	(40.5)	(45.5)	(89.1)	(84.5)
Net income including noncontrolling interests	79.1	100.0	184.6	187.9
Noncontrolling interests in income of consolidated subsidiaries	(25.5)	(33.2)	(51.3)	(59.0)
Net income attributable to URS	53.6	66.8	133.3	128.9
Effective income tax rate %		31.30%		31.00%
Condensed Consolidated Statements of Comprehensive Income Data [Abstract]
Comprehensive income	46.4	106.2	173.4	207.8
Condensed Consolidated Statements of Changes in Stockholders Equity Data [Abstract]
Distributions to noncontrolling interests			(35.2)	(38.6)
Condensed Consolidated Statements of Cash Flows Data [Abstract]
Accounts payable, accrued salaries and employee benefits, and other current liabilities			(170.3)	(42.8)
Other long-term liabilities			(2.7)	(3.8)
As Reported [Member]
Condensed Consolidated Statements of Operations Data [Abstract]
Income before income taxes		145.5		272.4
Income tax expense		(54.9)		(98.9)
Net income including noncontrolling interests		90.6		173.5
Noncontrolling interests in income of consolidated subsidiaries		(23.8)		(44.6)
Net income attributable to URS		66.8		128.9
Effective income tax rate %		37.70%		36.30%
Condensed Consolidated Statements of Comprehensive Income Data [Abstract]
Comprehensive income		96.8		193.4
Condensed Consolidated Statements of Changes in Stockholders Equity Data [Abstract]
Distributions to noncontrolling interests				(24.2)
Condensed Consolidated Statements of Cash Flows Data [Abstract]
Accounts payable, accrued salaries and employee benefits, and other current liabilities				(30.0)
Other long-term liabilities				(2.2)
Adjustment [Member]
Condensed Consolidated Statements of Operations Data [Abstract]
Income tax expense		9.4		14.4
Net income including noncontrolling interests		9.4		14.4
Noncontrolling interests in income of consolidated subsidiaries		(9.4)		(14.4)
Effective income tax rate %		6.40%		5.30%
Condensed Consolidated Statements of Comprehensive Income Data [Abstract]
Comprehensive income		9.4		14.4
Condensed Consolidated Statements of Changes in Stockholders Equity Data [Abstract]
Distributions to noncontrolling interests				(14.4)
Condensed Consolidated Statements of Cash Flows Data [Abstract]
Accounts payable, accrued salaries and employee benefits, and other current liabilities				(12.8)
Other long-term liabilities				$ (1.6)

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BUSINESS, BASIS OF PRESENTATION AND ACCOUNTING POLICIES (TABLES)

6 Months Ended

Jun. 29, 2012

Revision of Previously Issued Financial Statements [Abstract]

Revision of Previously Issued Financial Statements [Table Text Block]

				Three Months Ended						Six Months Ended
				July 1, 2011						July 1, 2011
				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				$	145.5	$	—	$	145.5	$	272.4	$	—	$	272.4
Income tax expense					(54.9)		9.4		(45.5)		(98.9)		14.4		(84.5)
		Net income including noncontrolling interests			90.6		9.4		100.0		173.5		14.4		187.9
Noncontrolling interests in income of consolidated subsidiaries					(23.8)		(9.4)		(33.2)		(44.6)		(14.4)		(59.0)
			Net income attributable to URS	$	66.8	$	—	$	66.8	$	128.9	$	—	$	128.9
Effective income tax rate					37.7%		6.4%		31.3%		36.3%		5.3%		31.0%
Condensed Consolidated Statements of Comprehensive Income Data:
Net income including noncontrolling interests				$	90.6	$	9.4	$	100.0	$	173.5	$	14.4	$	187.9
Comprehensive income				$	96.8	$	9.4	$	106.2	$	193.4	$	14.4	$	207.8
Noncontrolling interests in comprehensive income of consolidated subsidiaries				$	(23.8)	$	(9.4)	$	(33.2)	$	(44.6)	$	(14.4)	$	(59.0)
Condensed Consolidated Statements of Changes in Stockholders' Equity Data:
Distributions to noncontrolling interests										$	(24.2)	$	(14.4)	$	(38.6)
Noncontrolling interests in comprehensive income of consolidated subsidiaries										$	44.6	$	14.4	$	59.0
Condensed Consolidated Statements of Cash Flows Data:
Cash flows from operating activities:
	Net income including noncontrolling interests									$	173.5	$	14.4	$	187.9
	Accounts payable, accrued salaries and employee benefits, and other current liabilities									$	(30.0)	$	(12.8)	$	(42.8)
	Other long-term liabilities									$	(2.2)	$	(1.6)	$	(3.8)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 29, 2012	Jul. 01, 2011
Cash flows from operating activities:
Net income including noncontrolling interests	$ 184.6	$ 187.9
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	50.4	40.8
Amortization of intangible assets	42.6	28.2
Amortization of debt issuance costs and discount/premium	2.5	3.2
Foreign currency losses related to foreign currency derivatives and intercompany loans	6.7
Normal profit	(2.4)	3.4
Provision for doubtful accounts		6.6
Deferred income taxes	18.9	24.8
Stock-based compensation	21.3	22.4
Excess tax benefits from stock-based compensation		(0.8)
Equity in income of unconsolidated joint ventures	(45.7)	(76.0)
Dividends received from unconsolidated joint ventures	46.5	41.4
Changes in operating assets, liabilities and other, net of effects of business acquisitions:
Accounts receivable and costs and accrued earnings in excess of billings on contracts	(97.7)	23.3
Inventory	0.8	(6.5)
Other current assets	(13.0)	(6.7)
Advances to unconsolidated joint ventures	(1.1)	(3.8)
Accounts payable, accrued salaries and employee benefits, and other current liabilities	(170.3)	(42.8)
Billings in excess of costs and accrued earnings on contracts	(34.3)	19.2
Other long-term liabilities	(2.7)	(3.8)
Other assets	7.8	2.1
Total adjustments and changes	(169.7)	75.0
Net cash from operating activities	14.9	262.9
Cash flows from investing activities:
Payments for business acquisitions, net of cash acquired	(1,345.7)	(278.8)
Proceeds from disposal of property and equipment	13.0	2.2
Payments in settlement of foreign currency forward contract	(1,260.6)
Receipts in settlement of foreign currency forward contract	1,260.3
Investments in unconsolidated joint ventures	(2.0)	(12.0)
Changes in restricted cash		(0.3)
Capital expenditures, less equipment purchased through capital leases and equipment notes	(49.0)	(31.3)
Net cash from investing activities	(1,384.0)	(320.2)
Cash flows from financing activities:
Borrowings from long-term debt	998.9
Payments on long-term debt	(3.1)	(4.4)
Borrowings from revolving line of credit	560.0	100.0
Payments on revolving line of credit	(263.6)	(50.0)
Net payments under foreign lines of credit and short-term notes	(6.6)	5.8
Net change in overdrafts	30.8	32.3
Payments on capital lease obligations	(5.0)	(4.1)
Payments of debt issuance costs	(8.8)
Excess tax benefits from stock-based compensation		0.8
Proceeds from employee stock purchases and exercises of stock options	6.2	6.1
Distributions to noncontrolling interests	(35.2)	(38.6)
Contributions and advances from noncontrolling interests	2.2	6.1
Dividends paid	(14.9)
Repurchases of common stock	(40.0)	(136.7)
Net cash from financing activities	1,220.9	(82.7)
Net change in cash and cash equivalents	(148.2)	(140.0)
Cash and cash equivalents at beginning of period	436.0	573.8
Cash and cash equivalents at end of period	287.8	433.8
Supplemental information:
Interest paid	18.3	7.8
Taxes paid	82.7	92.6
Supplemental schedule of non-cash investing and financing activities:
Equipment acquired with capital lease obligations and equipment note obligations	10.5	5.1
Cash dividends declared but not paid	$ 15.7

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PARENTHETICAL DATA TO THE CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Millions, except Share data, unless otherwise specified	Jun. 29, 2012	Dec. 30, 2011
Current assets:
Accounts receivable retentions	$ 91.3	$ 67.5
Current liabilities:
Accounts payable and subcontractors payable retentions	$ 41.0	$ 39.6
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	88,900,000	87,800,000
Common stock shares outstanding	76,800,000	76,700,000
Treasury stock shares at cost	12,100,000	11,100,000

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FAIR VALUES OF DEBT INSTRUMENTS AND DERIVATIVE INSTRUMENTS

6 Months Ended

Jun. 29, 2012

Notes to Financial Statements [Abstract]

FAIR VALUES OF DEBT INSTRUMENTS AND DERIVATIVE INSTRUMENTS

NOTE10. FAIR VALUE OF DEBT INSTRUMENTS AND DERIVATIVE INSTRUMENTS

2011 Credit Facility

As of June 29, 2012 and December 30, 2011, the estimated fair market values of the term loan under our 2011 Credit Facility were approximately $696.5 million and $697.4 million, respectively. The carrying value of this term loan on our Condensed Consolidated Balance Sheets as of both June 29, 2012 and December 30, 2011was $700.0 million, excluding unamortized debtissuance costs. The fair value of our term loan was derived by taking the mid-point of the trading prices from an observable market input (Level 2) in the secondary loan market and multiplying it by the outstanding balance of our term loan.

Senior Notes and Canadian Notes

As of June 29, 2012, the estimated fair market value of the Senior Notes and Canadian Notes was approximately $1.20billion and the carrying value of these notes on our Condensed Consolidated Balance Sheets was $1.20 billion, excluding unamortized discounts and premiums.The fair value of the Senior Notes was derived by taking the mid-point of the trading prices from an observable market input (Level 2)in the secondary loan market and multiplying it by the outstanding balance of the notes.The fair value of the Canadian Notes was derived from the present value of the cash flows from interest payments and the principal balance based on the expected redemption value, discounted at a yield as of acquisition date for comparable URS senior unsecured notes (Level 3).

Derivative Instruments

We use our derivative instruments as a risk management tool andnot for trading or speculative purposes. The fair value of each derivative instruments is based on mark-to-model measurements that are interpolated from observable market data, including spot and forward rates, as of June 29, 2012 and for the duration of each derivative's terms.

Foreign Currency Exchange Contracts

We operate our business globally and our foreign subsidiaries conduct businesses in various foreign currencies. Therefore, we are subject to foreign currency risk. From time to time, we may purchase derivative financial instruments in the form of foreign currency exchange contracts to manage specific foreign currency exposures.

DuringMarch and April 2012, we entered into various foreign currency forward contracts with an aggregate notional amount of C$1.25billion (equivalent to US$1.25billion) with maturity windowsranging from March 7, 2012 to May 31, 2012. The primary objective of the contracts was to manage our exposure to foreign currency transaction risk related to the funding of our acquisition of Flint inCanadian dollars. During the second quarter of 2012, we extended C$1.0 billion (equivalent to US$1.0 billion) of these foreign currency forward contracts. At the end of the second quarter, these contracts were not outstanding.

For the three and sixmonths ended June 29, 2012, we recorded net losses of$2.8 million and $0.3 million, respectively, on our foreign currency forward contracts in “Other expenses” on our Condensed Consolidated Statements of Operations.We also recorded foreign currency translation losses of $6.4 million on intercompany loans for the three and six months ended June 29, 2012.

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Document And Entity Information	6 Months Ended
	Jun. 29, 2012	Jul. 30, 2012
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 29, 2012
Entity Registrant Name	URS CORP /NEW/
Entity Central Index Key	0000102379
Current Fiscal Year End Date	--12-28
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		76,856,790
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2

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BILLINGS IN EXCESS OF COSTS AND ACCRUED EARNINGS ON CONTRACTS

6 Months Ended

Jun. 29, 2012

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:

		June 29,		December 30,
(In millions)		2012		2011
Billings in excess of costs and accrued earnings on contracts		$	202.6	$	216.4
Project-related legal liabilities and other project-related reserves			41.6		38.0
Advance payments negotiated as a contract condition			18.0		24.6
Normal profit liabilities			8.2		12.7
Estimated losses on uncompleted contracts			9.7		19.1
	Total	$	280.1	$	310.8

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 29, 2012		Jul. 01, 2011		Jun. 29, 2012		Jul. 01, 2011
Income Statement [Abstract]
Revenues	$ 2,690.7		$ 2,360.3		$ 5,052.2		$ 4,680.1
Cost of revenues	(2,527.5)		(2,228.3)		(4,730.7)		(4,431.1)
General and administrative expenses	(19.4)		(19.0)		(39.4)		(41.4)
Acquisition-related expenses	(11.3)		(1.0)		(16.9)		(1.0)
Equity in income of unconsolidated joint ventures	17.0		38.6		45.7		76.0
Operating income	149.5		150.6		310.9		282.6
Interest expense	(20.7)		(5.1)		(30.5)		(10.2)
Other expenses	(9.2)				(6.7)
Income before income taxes	119.6		145.5		273.7		272.4
Income tax expense	(40.5)		(45.5)		(89.1)		(84.5)
Net income including noncontrolling interests	79.1		100.0		184.6		187.9
Noncontrolling interests in income of consolidated subsidiaries	(25.5)		(33.2)		(51.3)		(59.0)
Net income attributable to URS	$ 53.6		$ 66.8		$ 133.3		$ 128.9
Earnings per share:
Basic	$ 0.72		$ 0.87		$ 1.80		$ 1.66
Diluted	$ 0.72		$ 0.86		$ 1.79		$ 1.65
Weighted-average shares of common stock outstanding:
Basic	74.2	[1]	77.2	[1]	74.1	[1]	77.8	[1]
Diluted	74.6		77.7		74.4		78.2
Cash dividends declared per share	$ 0.20				$ 0.40

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

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JOINT VENTURES

6 Months Ended

Jun. 29, 2012

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, operation and cleanupservices, including commercial operations, decontamination, decommissioning, and waste management of a nuclearfacilityin the United Kingdom (“U.K.”); and
• Operations, maintenance, asset management and project management services to the Canadian energy sector.

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 six months ended June 29, 2012.

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:

			June 29,		December 30,
(In millions)			2012		2011
Cash and cash equivalents			$	69.6	$	91.4
Net accounts receivable				353.7		313.3
Other current assets				2.4		1.5
Noncurrent assets				40.5		36.9
		Total assets	$	466.2	$	443.1
Accounts and subcontractors payable			$	165.1	$	151.9
Billings in excess of costs and accrued earnings on contracts				13.7		35.2
Accrued expenses and other				29.7		30.6
Noncurrent liabilities				20.6		15.2
	Total liabilities			229.1		232.9
Total URS equity				109.3		103.0
Noncontrolling interests				127.8		107.2
	Total owners’ equity			237.1		210.2
		Total liabilities and owners’ equity	$	466.2	$	443.1

Total revenues of the consolidated joint ventures were $642.4million and $426.5million for the three months ended June 29, 2012 and July 1, 2011, respectively, and $1.0billion and $870.9million for the six months ended June 29, 2012 and July 1, 2011, 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
June 29, 2012
Current assets	$	648.0
Noncurrent assets	$	20.7
Current liabilities	$	412.8
Noncurrent liabilities	$	8.1
December 30, 2011
Current assets	$	457.6
Noncurrent assets	$	8.8
Current liabilities	$	288.1
Noncurrent liabilities	$	0.1
Three months ended June 29, 2012 (1)
Revenues	$	380.9
Cost of revenues	$	(332.1)
Income from continuing operations before tax	$	48.8
Net income	$	46.0
Three months ended July 1, 2011 (1)
Revenues	$	363.7
Cost of revenues	$	(280.5)
Income from continuing operations before tax	$	83.2
Net income	$	79.5
Six months ended June 29, 2012 (1)
Revenues	$	744.8
Cost of revenues	$	(632.1)
Income from continuing operations before tax	$	112.7
Net income	$	104.1
Six months ended July 1, 2011 (1)
Revenues	$	719.6
Cost of revenues	$	(560.1)
Income from continuing operations before tax	$	159.5
Net income	$	146.9

• 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.

We received $27.9million and $29.5 million, respectively, of distributions from unconsolidated joint ventures for the three months ended June 29, 2012 and July 1, 2011and $46.5million and $41.4 million, respectively, for the six months ended June 29, 2012 and July 1, 2011.

Maximum Exposure to Loss

In addition to potential losses arising out of 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.

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

6 Months Ended

Jun. 29, 2012

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 (also referred to as “Unbilled Accounts Receivable”) 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 Unbilled Accounts Receivable 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 Unbilled Accounts Receivable includes 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 June 29, 2012 and December 30, 2011, we had receivables with contractual terms in excess of one year of $353.6 million and $257.0 million, respectively.

The following table summarizes the components of our accounts receivable and Unbilled Accounts Receivable with the U.S. federal government and with other customers as of June 29, 2012 and December 30, 2011:

			June 29,		December 30,
(In millions)			2012		2011
Accounts receivable:
	U.S. federal government		$	398.4	$	391.2
	Others			1,052.9		723.5
		Total accounts receivable	$	1,451.3	$	1,114.7
Unbilled Accounts Receivable:
	U.S. federal government		$	846.8	$	758.9
	Others			761.6		558.2
		Total costs and accrued earnings in excess of billings on contracts	$	1,608.4	$	1,317.1

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BUSINESS, BASIS OF PRESENTATION, AND ACCOUNTING POLICIES (POLICIES)

6 Months Ended

Jun. 29, 2012

Accounting Policies [Abstract]

Reclassifications

Reclassifications

We made reclassifications to the prior years' 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

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. As ofboth periods endedJune 29, 2012 and December 30, 2011, ourrestricted cash balanceswere$21.0 million. 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.”

Foreign Currency Translation

Foreign Currency Translation

We determine the functional currency of our international operating entities based upon the currency of the primary environment in which they operate. Where the functional currency is not the U.S. dollar, translation of assets and liabilities to U.S. dollars is based on exchange rates at the balance sheet date. Translation of revenue and expenses to U.S. dollars is based on the average rate during the period. Foreign currency differences arising from translation is reported as a component of other comprehensive income (loss). Foreign currency differences arising from transactions denominated in currencies other than the functional currency, such as selling services or purchasing materials, results in transaction gains or losses. Such gains or losses on these foreign currency transactions are generally included in results of operations.

Foreign currency differences arising from the translation of intercompany loans from a foreign currency into the functional currency of an entity, which are of a long-term investment nature (that is, settlement is not planned or anticipated in the foreseeable future)are recorded in “Accumulated other comprehensive income (loss)” on our Condensed Consolidated Balance Sheets.Foreign currency differences arising from the translation of other intercompany loans from a foreign currency into the functional currency of an entity are recorded in “Other expenses” on our Condensed Consolidated Statements of Operations.

Inventory

Inventory

Inventory is stated at cost (first-in, first-out or average cost), but not in excess of net realizable value. Net realizable value represents the estimated selling price for inventory less the estimated costs of completion and the estimated costs associated with the sale. The cost of inventory includes expenditures incurred in acquiring the inventory, production or conversion costs, and other costs incurred in bringing the inventory items to their existing location and condition. For manufactured inventory and work in progress, cost includes overhead allocated based on normal operating capacity. A write down for excess or inactive inventory is recorded based upon an analysis that considers current inventory levels, historical usage patterns, future sales expectations and salvage value.

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EMPLOYEE RETIREMENT AND POST-RETIREMENT BENEFIT PLANS

6 Months Ended

Jun. 29, 2012

Notes to Financial Statements [Abstract]

EMPLOYEE RETIREMENT AND POST-RETIREMENT BENEFIT PLANS

NOTE12. 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 threeand sixmonths ended June 29, 2012 and July 1, 2011 were as follows:

			Three Months Ended
			Domestic Plans				Foreign Plans
			June 29,		July 1,		June 29,		July 1,
(In millions)			2012		2011		2012		2011
Service cost			$	2.0	$	1.7	$	0.1	$	0.1
Interest cost				4.7		4.7		5.7		6.2
Expected return on plan assets				(4.4)		(4.1)		(5.6)		(5.8)
Amortization of:
	Prior service costs			(0.7)		(0.8)		—		—
	Net loss			2.4		1.8		—		—
		Net periodic pension costs	$	4.0	$	3.3	$	0.2	$	0.5
			Six Months Ended
			Domestic Plans				Foreign Plans
			June 29,		July 1,		June 29,		July 1,
(In millions)			2012		2011		2012		2011
Service cost			$	4.0	$	3.4	$	0.2	$	0.2
Interest cost				9.4		9.4		11.3		12.2
Expected return on plan assets				(8.8)		(8.2)		(11.1)		(11.4)
Amortization of:
	Prior service costs			(1.4)		(1.6)		—		—
	Net loss			4.8		3.6		—		—
		Net periodic pension costs	$	8.0	$	6.6	$	0.4	$	1.0

During the three andsixmonths ended June 29, 2012, we made cash contributions, including employer-directed benefit payments, of $7.5 million and $16.5 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 $15.8million for the remainder of our2012 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 andsixmonths ended June 29, 2012and July 1, 2011were as follows:

		Three Months Ended				Six Months Ended
		June 29,		July 1,		June 29,		July 1,
(In millions)		2012		2011		2012		2011
Interest cost		$	0.5	$	0.5	$	1.0	$	1.0
Expected return on plan assets			(0.1)		(0.1)		(0.2)		(0.2)
	Net periodic benefit costs	$	0.4	$	0.4	$	0.8	$	0.8

During the three andsix months ended June 29, 2012, we made cash contributions, including employer-directed benefit payments, of $1.0 million and $1.8million, respectively, to the domestic and foreign defined benefit plans. We expect to make additional cash contributions, including estimated employer-directed benefit payments, of approximately $1.7million for the remainder of our2012 fiscal year.

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INVENTORY

6 Months Ended

Jun. 29, 2012

Notes to Financial Statements [Abstract]

INVENTORY

NOTE 8. INVENTORY

Inventory.Inventory is statedat cost (first-in, first-out or average cost), but not in excess of net realizable value. The table below presents the components of inventory.

		June 29,		December 30,
(In millions)		2012		2011
Raw materials		$	16.3	$	2.7
Work in progress			26.2		16.8
Finished goods			26.3		—
Supplies			10.7		—
	Total	$	79.5	$	19.5

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PROPERTY AND EQUIPMENT

6 Months Ended

Jun. 29, 2012

Notes to Financial Statements [Abstract]

PROPERTY AND EQUIPMENT

NOTE 6. PROPERTY AND EQUIPMENT

Our property and equipment consisted of the following:

		June 29,		December 30,
(In millions)		2012		2011
Construction and mining equipment		$	234.6	$	95.3
Computer software			207.7		186.3
Computer hardware			197.8		186.8
Vehicles and automotive equipment			165.1		7.7
Leasehold improvements			120.2		109.0
Land and buildings			107.4		9.2
Furniture and fixtures			93.2		91.5
Other equipment			72.5		70.8
Construction in progress			6.8		0.2
			1,205.3		756.8
Accumulated depreciation and amortization			(526.1)		(487.4)
	Property and equipment at cost, net (1)	$	679.2	$	269.4

• The unamortized computer software costs were $71.2 million and $60.8 million, respectively, as of June 29, 2012 and December 30, 2011.

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ACQUISITION

6 Months Ended

Jun. 29, 2012

Notes to Financial Statements [Abstract]

ACQUISITION

NOTE 7. ACQUISITION

Flint Acquisition

On May 14, 2012, we acquiredthe outstanding common shares of Flint for C$25.00 per share in cash, or C$1.24 billion (US$1.24 billion based on the exchange rate on the date of acquisition)and paid $110.3 million of Flint's debt prior to the closing of the transaction in exchange for a promissory note from Flint.On the date of acquisition, Flint hadoutstanding Canadian senior notes with a face value ofC$175.0 million (US$175.0 million), in addition to $31.6 million of other indebtedness.Flintprovides construction and maintenance services to clients in the oil and gas industry.This acquisition expands our presence in the oil and gas market sector, most notably in the North American unconventional oil and gas segments of this market. Upon completion of the acquisition, Flint joined URS as our new Oil & Gas Division and hadapproximately 11,000 employeeswith a network of approximately 80office locations in North America. Our condensed consolidated financial statements include the operating results of Flint after the date of acquisition, which are included as the results of our Oil & Gas Division.

The following table presents a preliminary allocation of Flint's 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:
(In millions)
Identifiable assets acquired and liabilities assumed:
	Cash and cash equivalents			$	4
	Trade and other receivables				544
	Inventory				61
	Other current assets				38
	Investments in and advances to unconsolidated joint ventures				147
	Property and equipment				420
	Other assets				12
	Identifiable intangible assets:
		Customer relationships, contracts and backlog			159
		Trade names			94
		Other			13
			Total amount allocated to identifiable intangible assets		266
	Current liabilities				(267)
	Net deferred tax liabilities				(84)
	Long-term debt				(236)
	Other long-term liabilities				(28)
			Total identifiable net assets acquired		877
Goodwill					475
			Total purchase price	$	1,352

Intangible assets.Intangible assets include customer relationships, contracts and backlog, trade name and other intangible assets associated with the Flint acquisition.We amortize the fair values of intangible assets using the straight-line method over their estimated useful lives. During the seven-week period from the acquisition date through June 29, 2012, we recorded $8.6million of amortization of intangible assets.

Customer relationships represent existing contracts and the underlying customer relationships and backlog. The estimated useful lives, ranging from one to 13 years, are amortized based on the period over which the economic benefits of the intangible assets are expected to be realized.

Trade names represent the fair values of the acquired trade names and trademarks.The estimated useful lives of the trade names are40 years.Other intangible assetsrepresent the fair values of the existing non-compete agreements, supply contract agreement, and patents, which have estimated useful livesrangingfrom one to seven years.

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 from the acquisition of Flintinclude acquiring a workforce with capabilities in the Oil & Gas market and cost savings opportunities. This acquisition generated $475 million of goodwill, which isincluded in our Oil & GasDivision. None of the total acquired goodwill is expected to be tax deductible.

Investments in and advances to unconsolidated joint ventures.As a result of the Flint acquisition, we holda 50% voting and economic interest in a joint venture which provides operations, maintenance, asset management and project management services to the North American energy sector.The fair value of our investment in this joint venture at the acquisition date was higher than the underlying equity interest. This difference of $128.5million includes $37.9 million representing intangible assets. The intangible assets are being amortized, as a reduction to earnings against equity in income of unconsolidated joint ventures, over a period ranging from three to 40 years.

Acquisition-Related Expenses

In connection with the acquisitionof Flint, we recognized $11.3 million and $16.9 million, respectively, for the three and six months ended June 29, 2012 in “Acquisition-related expenses” on our Condensed Consolidated Statements of Operations.The acquisition-related expenses consisted of investment banking, legal, tax and accounting fees, and other external costs directly related to the acquisition.

ProForma Results

The unaudited financial information in the table below summarizes the combined results of the operations of URS Corporation and Flint for the three and six months ended June 29, 2012 and July 1, 2011, on a pro forma basis, as though the companies had been combined as of the beginning of the first period presented. The pro forma financial information includes the accounting effects of the business combination, including adjustments to the amortization of intangible assets, depreciation of property, plant and equipment, interest expense, adjustments to conform to U.S. GAAP, new compensation agreements, and foreign currency gains or losses arising from internal financing arrangements. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the first period presented, nor should it be taken as indicative of our future consolidated results of operations.

	Three Months		Three Months		Six Months		Six Months
Unaudited (In millions, except per share data)	Ended		Ended		Ended		Ended
	June 29, 2012		July 1, 2011		June 29, 2012		July 1, 2011
Revenues	$	2,934.4	$	2,711.0	$	5,866.2	$	5,370.7
Net income including noncontrolling interests	$	68.8	$	77.2	$	183.1	$	101.6
Net income attributable to URS	$	43.1	$	44.0	$	131.6	$	42.6
Basic EPS	$	0.58	$	0.57	$	1.78	$	0.55
Diluted EPS	$	0.58	$	0.57	$	1.77	$	0.55

The table below shows the material pre-tax, nonrecurring adjustment in the pro forma financial informationfor the three and six months ended June 29, 2012 and July 1, 2011.

	Three Months		Three Months		Six Months		Six Months
Pre-tax, nonrecurring adjustment (In millions)	Ended		Ended		Ended		Ended
		June 29, 2012 (1)		July 1, 2011		June 29, 2012 (1)		July 1, 2011
Acquisition-related expenses	$	21.1	$	—	$	28.4	$	(28.9)

• Included in the pro forma results for the six months ended July 1, 2011 is a nonrecurring adjustment related to URS and Flintacquisition-related expenses. These expenses were included in the fiscal year 2011 pro forma results as if the acquisition occurred at the beginning of that fiscal year.

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INDEBTEDNESS

6 Months Ended

Jun. 29, 2012

Notes to Financial Statements [Abstract]

INDEBTEDNESS

NOTE 9. INDEBTEDNESS

Indebtedness consisted of the following:

		June 29,		December 30,
(In millions)		2012		2011
Bank term loan, net of debt issuance costs		$	695.7	$	695.1
3.85% Senior Notes (net of discount)			399.5		—
5.00% Senior Notes (net of discount)			599.4		—
7.50% Canadian Notes (including premium)			198.1		—
Revolving line of credit			320.0		23.0
Obligations under capital leases			52.8		27.3
Notes payable, Loan Notes, and foreign credit lines			51.6		53.1
	Total indebtedness		2,317.1		798.5
Less:
Current portion of long-term debt			86.5		61.5
	Long-term debt	$	2,230.6	$	737.0

2011 Credit Facility

As of each ofJune 29, 2012 and December 30, 2011, the outstanding balance of the term loan under our 2011 Credit Facility was $700.0 million. As of June 29, 2012 and December 30, 2011, the interest rates applicable to the term loan were 1.75% and 1.80%, respectively.Loans outstanding under our 2011 Credit Facility bear interest, at our option, at the base rate or at the London Interbank Offered Rate (“LIBOR”) 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 interest rate at which we normally borrow isLIBOR plus 150 basis points.

We were in compliance with the covenants of our 2011 Credit Facility as of June 29, 2012.

Senior Notes and Canadian Notes

On March 15, 2012, we issued in a private placement $400.0 million aggregate principal amount of 3.85% Senior Notes due on April 1, 2017 and $600.0 million aggregate principal amount of 5.00% Senior Notes due on April 1, 2022 (collectively, the “Senior Notes”).As of June 29, 2012, the outstanding balance of the Senior Notes was $998.9million, net of$1.1 million ofdiscount.

Interest on the Senior Notes is payable semi-annually on April 1 and October 1 of each year beginning on October 1, 2012. The net proceeds of the Senior Notes were used to fund the acquisition of Flint. We may redeem the Senior Notes, in whole or in part, at any time and from time to time, at a price equal to 100% of the principal amount, plus a "make-whole" premium and accrued and unpaid interest as described in the indenture. In addition, we may redeem all or a portion of the 5.00% Senior Notes at any time on or after the date that is three months prior to the maturity date of those Senior Notes, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed. We may also, at our option, redeem the Senior Notes, in whole, at 100% of the principal amount and accrued and unpaid interest upon the occurrence of certain events that result in an obligation to pay additional amounts as a result of certain specified changes in tax law described in the indenture. Additionally, if a change of control triggering event occurs, as defined by the terms of the indenture, we will be required to offer to purchase the Senior Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of the purchase. Weare generally not limited under the indenture governing the Senior Notes in our ability to incur additional indebtedness provided we are in compliance with certain restrictive covenants, including restrictions on liens and restrictions on sale and leaseback transactions.

The Senior Notes are our general unsecured senior obligations and rank equally with our other existing and future unsecured senior indebtedness. The Senior Notes are fully and unconditionally guaranteed (the “Guarantees”) by each of our current and future domestic subsidiaries that are guarantors under our2011 Credit Facility or that are wholly owned domestic obligors or wholly owned domestic guarantors, individually or collectively, under any future indebtedness ofour subsidiaries in excess of $100.0 million (the “Guarantors”). The Guarantees are the Guarantors' unsecured senior obligations and rank equally with the Guarantors' other existing and future unsecured senior indebtedness.

In connection with the sale of the Senior Notes, we entered into a registration rights agreement to file a registration statement with the SEC offering to exchange any privately placed Senior Notes with substantially similar notes, except that the newly exchanged notes will be unrestricted and freely tradable securities. We will use commercially reasonable efforts to cause the registration statement to be declared effective by the SEC and complete the exchange offer no later than March 15, 2013; otherwise we may be required to pay additional interest to the holders of the Senior Notes.

On May 14, 2012, we guaranteed Flint's senior notes (the “Canadian Notes”)with an outstanding face value of C$175.0 million (US$175.0 million). The Canadian Notes mature on June 15, 2019 and bear interest at 7.5% per year, payable in equal installments semi-annually in arrears on June 15 and December 15 of each year. As of June 29, 2012, the outstanding balance of the Canadian Notes was $198.1 million, including $28.8million of premium.

The Canadian Notes are Flint's direct senior unsecured obligations and rank pari passu, subject to statutory preferred exceptions, with URS' debt. Prior to June 15, 2014, we may redeem up to 35.0% of the principal amount of the outstanding Canadian Notes with the net cash proceeds of one or more qualified equity offerings at a redemption price equal to 107.5% of the principal amount of the Canadian Notes, provided that at least 65.0% of the aggregate principal amount of the Canadian Notes remain outstanding. We may also redeem the Canadian Notes prior to June 15, 2015 at a redemption price equal to 100.0% of the principal amount of the Canadian Notes plus an applicable premium. We may also redeem the Canadian Notes on or after June 15, 2015 at a redemption price equal to 103.8% of the principal amount if redeemed in the twelve-month period beginning June 15, 2015; at a redemption price equal to 101.9% of the principal amount if redeemed in the twelve-month period beginning June 15, 2016 and at a redemption price equal to 100.0% of the principal amount if redeemed in the period beginning June 15, 2017 before maturity.

Upon the occurrence of a change in control, Canadian Notes holders have a right to require that their Notes be redeemed at a cash price equal to 101.0% of the principal amount of the Canadian Notes.  Our acquisition of Flint constituted a change in control under the Canadian Note indenture and, as a result, the holders of the Canadian Notes had the right to require that their Notes be redeemed. The Canadian Notes also contain covenants limiting us and some of our subsidiaries' ability to create liens and restricts them from amalgamating, consolidating or merging with or into or winding up or dissolving into another person or selling, leasing, transferring, conveying or otherwise disposing of or assigning all or substantially all of their assets. The Canadian Notes also contain covenants, which are suspended as long as the Canadian Notes have investment grade ratingsthat would restrict us and some of our subsidiaries from: making restricted payments, incurring indebtedness, selling assets and entering into transactions with affiliates. As of June 29, 2012, the Canadian Notes carried investment grade ratings.

We were in compliance with the covenants of our Senior Notes and Canadian Notes as of June 29, 2012.

Revolving Line of Credit

Our revolving line of credit is used to fund daily operating cash needs and to support our standby letters of credit. In the ordinary course of business, the use of our revolving line of credit is a function of collection and disbursement activities. Our daily cash needs generally follow a predictable pattern that parallels our payroll cycles, which dictate, as necessary, our short-term borrowing requirements.

As of June 29, 2012 and December 30, 2011, we hadan outstanding balance of$320.0million and $23.0 million on our revolving line of credit, respectively. As of June 29, 2012, we had issued $130.7 million of letters of credit, leaving $549.3 million available underour revolving credit facility.

Other Indebtedness

Notes payable, Loan Notes, and foreign credit lines. As of June 29, 2012 and December 30, 2011, we had outstanding amounts of $51.6million and $53.1million, 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 4.44% and 4.04% as of June 29, 2012 and December 30, 2011, respectively. Notes payable primarily include notes used to finance the purchase of office equipment, computer equipment and furniture.

As of June 29, 2012 and December 30, 2011, we had $35.9million and$33.7 million, respectively, in lines of credit available under all foreign facilities. As of June 29, 2012 and December 30, 2011, the total outstanding debt balance of our foreign credit lines was $8.1 million and $10.5 million, respectively.

Capital Leases. As ofJune 29, 2012 and December 30, 2011, we had obligations under our capital leases of approximately $52.8 million and $27.3 million, respectively, consisting primarily of leases for office equipment, computer equipment, furniture, vehicles and automotive equipment, and construction equipment.

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STOCKHOLDERS' EQUITY (TABLES)

6 Months Ended

Jun. 29, 2012

Stockholders' equity (Tables) [Abstract]

Dividends [Table Text Block]

	Dividend		Record		Total		Payment
Declaration Date	Per Share		Date		Amount		Date
(In millions, except per share data)
February 24, 2012	$	0.20		March 16, 2012	$	15.2		April 6, 2012
May 4, 2012	$	0.20		June 15, 2012	$	15.4		July 6, 2012
August 3, 2012	$	0.20		September 14, 2012	$	NA		October 5, 2012

Schedule of treasury stock by class [Table Text Block]

	Three Months Ended				Six Months Ended
(In millions, except average price paid	June 29,		July 1,		June 29,		July 1,
per share)	2012		2011		2012		2011
Common stock repurchase shares		—		—		1.0		3.0
Average price paid per share	$	—	$	—	$	40.00	$	45.58
Common stock repurchase	$	—	$	—	$	40.0	$	136.7

Stock-based compensation expenses [Table Text Block]

			Three Months Ended				Six Months Ended
			June 29,		July 1,		June 29,		July 1,
(In millions)			2012		2011		2012		2011
Stock-based compensation expense:
	Restricted stock awards and units		$	9.8	$	10.4	$	21.0	$	22.2
	Employee stock purchase plan			0.1		0.1		0.3		0.2
		Stock-based compensation expense	$	9.9	$	10.5	$	21.3	$	22.4
Stock-based compensation expense included in:
	Cost of revenues		$	7.7	$	7.9		16.2		16.6
	General and administrative expense			2.2		2.6		5.1		5.8
		Stock-based compensation expense	$	9.9	$	10.5	$	21.3	$	22.4

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SEGMENT AND RELATED INFORMATION (DETAILS 3) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 29, 2012		Jul. 01, 2011		Jun. 29, 2012		Jul. 01, 2011		Dec. 30, 2011
Revenues from external customers and long-lived assets [Line Items]
Revenues	$ 2,690.7		$ 2,360.3		$ 5,052.2		$ 4,680.1
Property and equipment at cost, net	679.2	[1]			679.2	[1]			269.4	[1]
United States [Member]
Revenues from external customers and long-lived assets [Line Items]
Revenues	2,179.0		2,040.6		4,249.2		4,068.5
International [Member]
Revenues from external customers and long-lived assets [Line Items]
Revenues	519.0	[2]	326.9	[2]	820.0	[2]	624.9	[2]
Geographical Area Elimination [Member]
Revenues from external customers and long-lived assets [Line Items]
Revenues	$ (7.3)		$ (7.2)		$ (17.0)		$ (13.3)

[1] The unamortized computer software costs were $71.2 million and $60.8 million, respectively, as of June 29, 2012 and December 30, 2011.

[2] No individual foreign country contributed more than 10% of our consolidated revenues for the three and six months ended June 29, 2012 and July 1, 2011.

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SEGMENT AND RELATED INFORMATION

6 Months Ended

Jun. 29, 2012

Notes to Financial Statements [Abstract]

SEGMENT AND RELATED INFORMATION

NOTE 14. SEGMENT AND RELATED INFORMATION

We operate our business through the following four segments:

• Infrastructure & EnvironmentDivisionprovides 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 ServicesDivision 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.
• Energy & ConstructionDivisionprovides 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.
• Oil & Gas Divisionprovides oilfield services, including rig transportation and fluid hauling services, facility and pipeline construction, module fabrication, and maintenance services, forthe oil and gas industry in the U.S. and Canada.

These four 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 for the year ended December 30, 2011. The information disclosed in our condensed consolidated financial statements is based on the four segments that comprise our current organizational structure.

Prior to the beginning of our 2012 fiscal year, we used segment contribution to assess performance and make decisions concerning resource allocation. Segment contribution was defined as total segment operating income minus noncontrolling interestsattributable 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.

Effective at the beginning of our 2012 fiscal year, weadopted a new internal profit measurement referred to as “URS operating income,”defined as segment operating income after reduction for pre-tax noncontrolling interests. This new measurement methodminimizes the reconciling items between internal profit measurement and GAAP operating income.For comparative purposes, we made reclassifications to the prior year's data to conform them to the current period's presentation.

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				Six Months Ended
		June 29,		July 1,		June 29,		July 1,
(In millions)		2012		2011		2012		2011
Revenues
Infrastructure & Environment		$	966.3	$	929.5	$	1,930.4	$	1,839.4
Federal Services (1)			718.2		668.6		1,435.3		1,249.8
Energy & Construction			777.9		810.5		1,503.6		1,676.8
Oil & Gas (2)			277.5		—		277.5		—
Inter-segment, eliminations and other			(49.2)		(48.3)		(94.6)		(85.9)
	Total revenues	$	2,690.7	$	2,360.3	$	5,052.2	$	4,680.1
Equity in income of unconsolidated joint ventures
Infrastructure & Environment		$	(1.0)	$	1.1	$	(0.1)	$	2.1
Federal Services			1.7		1.6		3.3		3.1
Energy & Construction			15.7		35.9		41.9		70.8
Oil & Gas (2)			0.6		—		0.6		—
	Total equity in income of unconsolidated joint ventures	$	17.0	$	38.6	$	45.7	$	76.0
URS operating income (3)
Infrastructure & Environment		$	62.1	$	53.9	$	107.6	$	110.7
Federal Services (1)			59.8		45.8		152.7		81.6
Energy & Construction			29.6		36.7		52.4		72.7
Oil & Gas (2)			3.2		—		3.2		—
Corporate (4)			(30.7)		(19.0)		(56.3)		(41.4)
	Total URS operating income	$	124.0	$	117.4	$	259.6	$	223.6
Operating income
Infrastructure & Environment		$	62.6	$	54.3	$	108.6	$	109.9
Federal Services (1)			59.8		45.8		152.7		81.6
Energy & Construction			54.8		69.5		102.9		132.5
Oil & Gas (2)			3.0		—		3.0		—
Corporate (4)			(30.7)		(19.0)		(56.3)		(41.4)
	Total operating income	$	149.5	$	150.6	$	310.9	$	282.6
Depreciation and amortization
Infrastructure & Environment		$	14.3	$	14.3	$	28.7	$	26.5
Federal Services (1)			9.1		6.1		18.7		11.5
Energy & Construction			12.1		13.8		23.8		27.6
Oil & Gas (2)			18.7		—		18.7		—
Corporate (4)			1.6		1.5		3.1		3.4
	Total depreciation and amortization	$	55.8	$	35.7	$	93.0	$	69.0

• The operating results of ApptisHoldings, Inc. (“Apptis”) have been included in our consolidated results since the acquisition on June1, 2011.
• The operating results of Flinthave been included in our consolidated results since the acquisition on May14, 2012.
• We are providing information regarding URS operating income by segmentbecause management uses this information to assess performance and make decisions about resource allocation.
• Corporate includes expenses related to corporate functions and acquisition-related expenses.

Reconciliations of URS operating income by segment to segment operating income for the threeand sixmonths ended June 29, 2012 and July 1, 2011 are as follows:

		Three Months Ended June 29, 2012
		Infrastructure				Energy		Oil
		&		Federal		&		&
(In millions)		Environment		Services		Construction		Gas		Corporate		Consolidated
URS operating income (loss)		$	62.1	$	59.8	$	29.6	$	3.2	$	(30.7)	$	124.0
Noncontrolling interests			0.5		—		25.2		(0.2)		—		25.5
	Operating income (loss)	$	62.6	$	59.8	$	54.8	$	3.0	$	(30.7)	$	149.5
		Three Months Ended July 1, 2011
		Infrastructure				Energy		Oil
		&		Federal		&		&
(In millions)		Environment		Services		Construction		Gas		Corporate		Consolidated
URS operating income (loss)		$	53.9	$	45.8	$	36.7	$	—	$	(19.0)	$	117.4
Noncontrolling interests			0.4		—		32.8		—		—		33.2
	Operating income (loss)	$	54.3	$	45.8	$	69.5	$	—	$	(19.0)	$	150.6
		Six Months Ended June 29, 2012
		Infrastructure				Energy		Oil
		&		Federal		&		&
(In millions)		Environment		Services		Construction		Gas		Corporate		Consolidated
URS operating income (loss)		$	107.6	$	152.7	$	52.4	$	3.2	$	(56.3)	$	259.6
Noncontrolling interests			1.0		—		50.5		(0.2)		—		51.3
	Operating income (loss)	$	108.6	$	152.7	$	102.9	$	3.0	$	(56.3)	$	310.9
		Six Months Ended July 1, 2011
		Infrastructure				Energy		Oil
		&		Federal		&		&
(In millions)		Environment		Services		Construction		Gas		Corporate		Consolidated
URS operating income (loss)		$	110.7	$	81.6	$	72.7	$	—	$	(41.4)	$	223.6
Noncontrolling interests			(0.8)		—		59.8		—		—		59.0
	Operating income (loss)	$	109.9	$	81.6	$	132.5	$	—	$	(41.4)	$	282.6

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

		June 29,		December 30,
(In millions)		2012		2011
Infrastructure & Environment		$	6.9	$	6.3
Federal Services			5.4		5.1
Energy & Construction			101.1		96.3
Oil & Gas			140.4		—
	Total investments in and advances to unconsolidated joint ventures	$	253.8	$	107.7
Infrastructure & Environment		$	139.4	$	140.5
Federal Services			39.8		46.2
Energy & Construction			60.2		61.8
Oil & Gas			415.1		—
Corporate			24.7		20.9
	Total property and equipment, net of accumulated depreciation	$	679.2	$	269.4

Total assets by segment are as follows:

		June 29,		December 30,
(In millions)		2012		2011
Infrastructure & Environment (1)		$	2,289.0	$	2,287.3
Federal Services (1)			1,617.6		1,582.4
Energy & Construction (1)			2,692.0		2,611.9
Oil & Gas (1)			1,879.3		—
Corporate (1)			219.6		381.0
	Total assets	$	8,697.5	$	6,862.6

• Total assets by segments are net of investments in subsidiaries.

Geographic Areas

Our revenues by geographic areasare shown below:

		Three Months Ended				Six Months Ended
		June 29,		July 1,		June 29,		July 1,
(In millions)		2012		2011		2012		2011
Revenues
	United States	$	2,179.0	$	2,040.6	$	4,249.2	$	4,068.5
	International (1)		519.0		326.9		820.0		624.9
	Eliminations		(7.3)		(7.2)		(17.0)		(13.3)
Total revenues		$	2,690.7	$	2,360.3	$	5,052.2	$	4,680.1

• No individual foreign country contributed more than 10% of our consolidated revenues for the three and six months ended June 29, 2012 and July 1, 2011.

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 by division for the three and sixmonths ended June 29, 2012 andJuly 1, 2011 are presented below:

		Three Months Ended				Six Months Ended
		June 29,		July 1,		June 29,		July 1,
(In millions, except percentages)		2012		2011		2012		2011
The U.S. Army (1)
	Infrastructure & Environment	$	43.6	$	33.9	$	87.4	$	72.5
	Federal Services		374.4		344.5		747.5		650.3
	Energy & Construction		25.6		58.4		50.5		119.3
Total U.S. Army		$	443.6	$	436.8	$	885.4	$	842.1
Revenues from the U.S. Army as a percentage of our consolidated revenues			16%		19%		18%		18%
DOE
	Infrastructure & Environment	$	2.3	$	1.8	$	3.4	$	3.4
	Federal Services		7.2		5.6		13.1		9.2
	Energy & Construction		240.2		324.2		493.2		626.9
Total DOE		$	249.7	$	331.6	$	509.7	$	639.5
Revenues from DOE as a percentage of our consolidated revenues			9%		14%		10%		14%
Revenues from the federal market sector as a percentage of our consolidated revenues			43%		49%		46%		48%

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

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

6 Months Ended

Jun. 29, 2012

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]

			June 29,		December 30,
(In millions)			2012		2011
Accounts receivable:
	U.S. federal government		$	398.4	$	391.2
	Others			1,052.9		723.5
		Total accounts receivable	$	1,451.3	$	1,114.7
Unbilled Accounts Receivable:
	U.S. federal government		$	846.8	$	758.9
	Others			761.6		558.2
		Total costs and accrued earnings in excess of billings on contracts	$	1,608.4	$	1,317.1

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SEGMENT AND RELATED INFORMATION (DETAILS) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 29, 2012		Jul. 01, 2011		Jun. 29, 2012		Jul. 01, 2011		Dec. 30, 2011
Segment additional assets information [Abstract]
Investments in and advances to unconsolidated joint ventures	$ 253.8				$ 253.8				$ 107.7
Property and equipment at cost, net	679.2	[1]			679.2	[1]			269.4	[1]
Total assets	8,697.5				8,697.5				6,862.6
Segment additional income statement information [Abstract]
Revenues	2,690.7		2,360.3		5,052.2		4,680.1
Equity in income of unconsolidated joint ventures	17.0		38.6		45.7		76.0
URS operating income	124.0		117.4		259.6		223.6
Operating income	149.5		150.6		310.9		282.6
Depreciation and amortization	55.8		35.7		93.0		69.0
Segment reporting disclosure (Textuals) [Abstract]
Description of reportable segments					We operate our business through the following four segments: Infrastructure & Environment Division 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 Division 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. Energy & Construction Division 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. Oil & Gas Division provides oilfield services, including rig transportation and fluid hauling services, facility and pipeline construction, module fabrication, and maintenance services, for the oil and gas industry in the U.S. and Canada.
US Army [Member]
Segment additional income statement information [Abstract]
Revenues	443.6	[2]	436.8	[2]	885.4	[2]	842.1	[2]
Segment reporting disclosure of entity's reportable segments revenues by major customers [Abstract]
Percentage of revenues from major customers	16.00%	[2]	19.00%	[2]	18.00%	[2]	18.00%	[2]
DOE [Member]
Segment additional income statement information [Abstract]
Revenues	249.7		331.6		509.7		639.5
Segment reporting disclosure of entity's reportable segments revenues by major customers [Abstract]
Percentage of revenues from major customers	9.00%		14.00%		10.00%		14.00%
Federal Market Sector [Member]
Segment reporting disclosure of entity's reportable segments revenues by major customers [Abstract]
Percentage of revenues from major customers	43.00%		49.00%		46.00%		48.00%
Infrastructure and Environment [Member]
Segment additional assets information [Abstract]
Investments in and advances to unconsolidated joint ventures	6.9				6.9				6.3
Property and equipment at cost, net	139.4				139.4				140.5
Total assets	2,289.0	[3]			2,289.0	[3]			2,287.3	[3]
Segment additional income statement information [Abstract]
Revenues	966.3		929.5		1,930.4		1,839.4
Equity in income of unconsolidated joint ventures	(1.0)		1.1		(0.1)		2.1
URS operating income	62.1	[4]	53.9	[4]	107.6	[4]	110.7	[4]
Operating income	62.6		54.3		108.6		109.9
Depreciation and amortization	14.3		14.3		28.7		26.5
Infrastructure and Environment [Member] | US Army [Member]
Segment additional income statement information [Abstract]
Revenues	43.6	[2]	33.9	[2]	87.4	[2]	72.5	[2]
Infrastructure and Environment [Member] | DOE [Member]
Segment additional income statement information [Abstract]
Revenues	2.3		1.8		3.4		3.4
Federal Services [Member]
Segment additional assets information [Abstract]
Investments in and advances to unconsolidated joint ventures	5.4				5.4				5.1
Property and equipment at cost, net	39.8				39.8				46.2
Total assets	1,617.6	[3]			1,617.6	[3]			1,582.4	[3]
Segment additional income statement information [Abstract]
Revenues	718.2	[5]	668.6	[5]	1,435.3	[5]	1,249.8	[5]
Equity in income of unconsolidated joint ventures	1.7		1.6		3.3		3.1
URS operating income	59.8	[4],[5]	45.8	[4],[5]	152.7	[4],[5]	81.6	[4],[5]
Operating income	59.8	[5]	45.8	[5]	152.7	[5]	81.6	[5]
Depreciation and amortization	9.1	[5]	6.1	[5]	18.7	[5]	11.5	[5]
Federal Services [Member] | US Army [Member]
Segment additional income statement information [Abstract]
Revenues	374.4	[2]	344.5	[2]	747.5	[2]	650.3	[2]
Federal Services [Member] | DOE [Member]
Segment additional income statement information [Abstract]
Revenues	7.2		5.6		13.1		9.2
Energy and Construction [Member]
Segment additional assets information [Abstract]
Investments in and advances to unconsolidated joint ventures	101.1				101.1				96.3
Property and equipment at cost, net	60.2				60.2				61.8
Total assets	2,692.0	[3]			2,692.0	[3]			2,611.9	[3]
Segment additional income statement information [Abstract]
Revenues	777.9		810.5		1,503.6		1,676.8
Equity in income of unconsolidated joint ventures	15.7		35.9		41.9		70.8
URS operating income	29.6	[4]	36.7	[4]	52.4	[4]	72.7	[4]
Operating income	54.8		69.5		102.9		132.5
Depreciation and amortization	12.1		13.8		23.8		27.6
Energy and Construction [Member] | US Army [Member]
Segment additional income statement information [Abstract]
Revenues	25.6	[2]	58.4	[2]	50.5	[2]	119.3	[2]
Energy and Construction [Member] | DOE [Member]
Segment additional income statement information [Abstract]
Revenues	240.2		324.2		493.2		626.9
Oil and Gas [Member]
Segment additional assets information [Abstract]
Investments in and advances to unconsolidated joint ventures	140.4				140.4
Property and equipment at cost, net	415.1				415.1
Total assets	1,879.3	[3]			1,879.3	[3]
Segment additional income statement information [Abstract]
Revenues	277.5	[6]			277.5	[6]
Equity in income of unconsolidated joint ventures	0.6	[6]			0.6	[6]
URS operating income	3.2	[4],[6]			3.2	[4],[6]
Operating income	3.0	[6]			3.0	[6]
Depreciation and amortization	18.7	[6]			18.7	[6]
Corporate [Member]
Segment additional assets information [Abstract]
Property and equipment at cost, net	24.7				24.7				20.9
Total assets	219.6	[3]			219.6	[3]			381.0	[3]
Segment additional income statement information [Abstract]
URS operating income	(30.7)	[4],[7]	(19.0)	[4],[7]	(56.3)	[4],[7]	(41.4)	[4],[7]
Operating income	(30.7)	[7]	(19.0)	[7]	(56.3)	[7]	(41.4)	[7]
Depreciation and amortization	1.6	[7]	1.5	[7]	3.1	[7]	3.4	[7]
Inter-segment Eliminations and Other [Member]
Segment additional income statement information [Abstract]
Revenues	$ (49.2)		$ (48.3)		$ (94.6)		$ (85.9)

[1] The unamortized computer software costs were $71.2 million and $60.8 million, respectively, as of June 29, 2012 and December 30, 2011.

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

[3] Total assets by segments are net of investments in subsidiaries.

[4] We are providing information regarding URS operating income by segment because management uses this information to assess performance and make decisions about resource allocation.

[5] The operating results of Apptis Holdings, Inc. (“Apptis”) have been included in our consolidated results since the acquisition on June 1, 2011.

[6] The operating results of Flint have been included in our consolidated results since the acquisition on May 14, 2012.

[7] Corporate includes expenses related to corporate functions and acquisition-related expenses.

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ACQUISITION (DETAILS)	3 Months Ended		6 Months Ended		3 Months Ended	6 Months Ended
	Jun. 29, 2012 USD ($)	Jul. 01, 2011 USD ($)	Jun. 29, 2012 USD ($)	Jul. 01, 2011 USD ($)	Jun. 29, 2012 Flint acquisition [Member] USD ($) offices employees	Jun. 29, 2012 Flint acquisition [Member] USD ($) offices employees	Jul. 01, 2011 Flint acquisition [Member] USD ($)		Jun. 29, 2012 Flint acquisition [Member] CAD
Business acquisition [Line Items]
Business acquisition - date of acquisition agreement						2012-05-14
Cash paid to acquire entity					$ 1,240,000,000	$ 1,240,000,000			1,240,000,000
Acquisition-related expenses	11,300,000	1,000,000	16,900,000	1,000,000	11,300,000	16,900,000
Preliminary purchase price allocation [Abstract]
Cash and cash equivalents					4,000,000	4,000,000
Trade and other receivables					544,000,000	544,000,000
Inventory					61,000,000	61,000,000
Other current assets					38,000,000	38,000,000
Investments in and advances to unconsolidated joint ventures					147,000,000	147,000,000
Property and equipment					420,000,000	420,000,000
Other assets					12,000,000	12,000,000
Customer relationships, contracts and backlog					159,000,000	159,000,000
Trade names					94,000,000	94,000,000
Other					13,000,000	13,000,000
Total amount allocated to identifiable intangible assets					266,000,000	266,000,000
Current liabilities					(267,000,000)	(267,000,000)
Net deferred tax liabilities					(84,000,000)	(84,000,000)
Long-term debt					(236,000,000)	(236,000,000)
Long-term liabilities					(28,000,000)	(28,000,000)
Total identifiable net assets acquired					877,000,000	877,000,000
Goodwill					475,000,000	475,000,000
Total purchase price					1,352,000,000	1,352,000,000
Estimated useful life - customer relationships, contracts and backlog			P1Y to P13Y			P1Y to P13Y
Estimated useful life - trade name and other			40 years			P1Y to P40Y
Estimated useful life - favorable leases and other						P1Y to P7Y
Estimated useful life - other intangible assets			P1Y to P7Y			P3Y to P40Y
Tax-deductible portion of acquired goodwill							0
Business acquisition [Abstract]
Business acquisition - date of acquisition agreement						2012-05-14
Business acquisition - cost of acquired entity per share									25.00
Business acquisition - cost of acquired entity cash paid					1,240,000,000	1,240,000,000			1,240,000,000
Business acquisition - liabilities assumed			175,000,000
Business acquisition - number of employees acquired					11,000	11,000
Business acquisition - number of offices acquired					80	80
Business acquisition - estimated liabilities assumed including face value of bonds and other indebtedness					175,000,000	175,000,000			175,000,000
Business acquisition, pro forma information [Abstract]
Revenues	2,934,400,000	2,711,000,000	5,866,200,000	5,370,700,000
Net income including noncontrolling interests	68,800,000	77,200,000	183,100,000	101,600,000
Net income attributable to URS	43,100,000	44,000,000	131,600,000	42,600,000
Basic EPS	$ 0.58	$ 0.57	$ 1.78	$ 0.55
Diluted EPS	$ 0.58	$ 0.57	$ 1.77	$ 0.55
Business acquisition, pro forma nonrecurring adjustments [Abstract]
Acquisition-related expenses					21,100,000	28,400,000	(28,900,000)	[1]
Intangible amortization						8,600,000
Voting interest percentage in unconsolidated joint venture arising from acquisition						50.00%
Excess fair value over underlying equity interest					128,500,000	128,500,000
Intangible assets					37,900,000	37,900,000
Other indebtedness					31,600,000	31,600,000
Other indebtedness that was repaid					$ 110,300,000	$ 110,300,000

[1] Included in the pro forma results for the six months ended July 1, 2011 is a nonrecurring adjustment related to URS and Flint acquisition-related expenses. These expenses were included in the fiscal year 2011 pro forma results as if the acquisition occurred at the beginning of that fiscal year

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 29, 2012	Jul. 01, 2011	Jun. 29, 2012	Jul. 01, 2011
Comprehensive income:
Net income including noncontrolling interests	$ 79.1	$ 100.0	$ 184.6	$ 187.9
Pension and postretirement related adjustments, net of tax	1.0	0.6	2.1	1.2
Foreign currency translation adjustments	(33.7)	5.6	(12.6)	18.7
Loss on derivative instruments, net of tax			(0.7)
Comprehensive income	46.4	106.2	173.4	207.8
Noncontrolling interests in comprehensive income of consolidated subsidiaries	(25.5)	(33.2)	(51.3)	(59.0)
Comprehensive income attributable to URS	$ 20.9	$ 73.0	$ 122.1	$ 148.8

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EARNINGS PER SHARE

6 Months Ended

Jun. 29, 2012

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. 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 shares of common stockoutstanding for both basic and diluted EPS:

	Three Months Ended		Six Months Ended
	June 29,	July 1,	June 29,	July 1,
(In millions)	2012	2011	2012	2011
Weighted-average shares of common stock outstanding (1)	74.2	77.2	74.1	77.8
Effect of dilutive stock options, restricted stock awards and units and employee stock purchase plan shares	0.4	0.5	0.3	0.4
Weighted-average shares of common stock outstanding – Diluted	74.6	77.7	74.4	78.2

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

	June 29,	July 1,
(In millions)	2012	2011
Anti-dilutive equity awards not included above	0.7	0.3

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JOINT VENTURES (TABLES)

6 Months Ended

Jun. 29, 2012

Consolidated Joint Ventures [Abstract]

Schedule of consolidated joint ventures [Table Text Block]

			June 29,		December 30,
(In millions)			2012		2011
Cash and cash equivalents			$	69.6	$	91.4
Net accounts receivable				353.7		313.3
Other current assets				2.4		1.5
Noncurrent assets				40.5		36.9
		Total assets	$	466.2	$	443.1
Accounts and subcontractors payable			$	165.1	$	151.9
Billings in excess of costs and accrued earnings on contracts				13.7		35.2
Accrued expenses and other				29.7		30.6
Noncurrent liabilities				20.6		15.2
	Total liabilities			229.1		232.9
Total URS equity				109.3		103.0
Noncontrolling interests				127.8		107.2
	Total owners’ equity			237.1		210.2
		Total liabilities and owners’ equity	$	466.2	$	443.1

Unconsolidated Joint Ventures [Abstract]

Schedule of unconsolidated joint ventures [Table Text Block]

	Unconsolidated
(In millions)	VIEs
June 29, 2012
Current assets	$	648.0
Noncurrent assets	$	20.7
Current liabilities	$	412.8
Noncurrent liabilities	$	8.1
December 30, 2011
Current assets	$	457.6
Noncurrent assets	$	8.8
Current liabilities	$	288.1
Noncurrent liabilities	$	0.1
Three months ended June 29, 2012 (1)
Revenues	$	380.9
Cost of revenues	$	(332.1)
Income from continuing operations before tax	$	48.8
Net income	$	46.0
Three months ended July 1, 2011 (1)
Revenues	$	363.7
Cost of revenues	$	(280.5)
Income from continuing operations before tax	$	83.2
Net income	$	79.5
Six months ended June 29, 2012 (1)
Revenues	$	744.8
Cost of revenues	$	(632.1)
Income from continuing operations before tax	$	112.7
Net income	$	104.1
Six months ended July 1, 2011 (1)
Revenues	$	719.6
Cost of revenues	$	(560.1)
Income from continuing operations before tax	$	159.5
Net income	$	146.9

• 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.

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ACCOUNTS RECEIVABLE AND COSTS AND ACCRUED EARNINGS IN EXCESS OF BILLINGS ON CONTRACTS (DETAILS) (USD $) In Millions, unless otherwise specified	Jun. 29, 2012	Dec. 30, 2011
Accounts receivable and costs and accrued earnings in excess of billings on contracts (Textuals) [Abstract]
Receivables with contractual terms in excess of one year	$ 353.6	$ 257.0
Schedule of accounts receivable and costs and accrued earnings in excess of billings on contracts [Line Items]
Total accounts receivable	1,451.3	1,114.7
Total costs and accrued earnings in excess of billing on contracts	1,608.4	1,317.1
US Federal Government [Member]
Schedule of accounts receivable and costs and accrued earnings in excess of billings on contracts [Line Items]
Total accounts receivable	398.4	391.2
Total costs and accrued earnings in excess of billing on contracts	846.8	758.9
Others [Member]
Schedule of accounts receivable and costs and accrued earnings in excess of billings on contracts [Line Items]
Total accounts receivable	1,052.9	723.5
Total costs and accrued earnings in excess of billing on contracts	$ 761.6	$ 558.2

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STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 29, 2012

Notes to Financial Statements [Abstract]

STOCKHOLDERS' EQUITY

NOTE 13. STOCKHOLDERS' EQUITY

Dividend Program

On February 24, 2012, our Board of Directors approved the initiation of a regular quarterly cash dividend program.Our Board of Directors declared the following dividends:

	Dividend		Record		Total		Payment
Declaration Date	Per Share		Date		Amount		Date
(In millions, except per share data)
February 24, 2012	$	0.20		March 16, 2012	$	15.2		April 6, 2012
May 4, 2012	$	0.20		June 15, 2012	$	15.4		July 6, 2012
August 3, 2012	$	0.20		September 14, 2012	$	NA		October 5, 2012

Equity Incentive Plans

As of June 29, 2012, approximately 3.5 million shares had been issued as restricted stock awards and 0.5million shares were issuable upon the vesting of restricted stock units under our 2008 Equity Incentive Plan (the “2008 Plan”). In addition, approximately 1.0 million shares remained reserved for future grants under the 2008 Plan.

Stock Repurchase Program

The following table summarizes our stock repurchase activities for the three and six months ended June 29, 2012 and July 1, 2011:

	Three Months Ended				Six Months Ended
(In millions, except average price paid	June 29,		July 1,		June 29,		July 1,
per share)	2012		2011		2012		2011
Common stock repurchase shares		—		—		1.0		3.0
Average price paid per share	$	—	$	—	$	40.00	$	45.58
Common stock repurchase	$	—	$	—	$	40.0	$	136.7

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 and our employee stock purchase planfor the three and sixmonthsended June 29, 2012andJuly 1, 2011:

			Three Months Ended				Six Months Ended
			June 29,		July 1,		June 29,		July 1,
(In millions)			2012		2011		2012		2011
Stock-based compensation expense:
	Restricted stock awards and units		$	9.8	$	10.4	$	21.0	$	22.2
	Employee stock purchase plan			0.1		0.1		0.3		0.2
		Stock-based compensation expense	$	9.9	$	10.5	$	21.3	$	22.4
Stock-based compensation expense included in:
	Cost of revenues		$	7.7	$	7.9		16.2		16.6
	General and administrative expense			2.2		2.6		5.1		5.8
		Stock-based compensation expense	$	9.9	$	10.5	$	21.3	$	22.4