correspondence.htm

VIA EDGAR AND FEDERAL EXPRESS

August 27, 2013

Terence O’Brien

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-7010

Re: URS Corporation

Form 8-K/A Filed June 25, 2013

File No. 1-7567

Dear Mr. O’Brien:

As requested by the staff of the SEC’s Division of Corporation Finance (the “Staff”) in response to the oral request associated with your letter dated July 3, 2013 and our response dated August 7, 2013, relating to the Company’s Form 8-K/A filed with the SEC on June 25, 2013, we are providing the “As Reported” and “As Revised” Condensed Consolidating Balance Sheets as of March 29, 2013 and December 28, 2012, and the Condensed Consolidating Statements of Operations for the quarters ended March 29, 2013 and March 30, 2012, as well as for the fiscal years ended December 28, 2012, December 30, 2011 and December 31, 2010.

	CONDENSED CONSOLIDATING BALANCE SHEETS - UNAUDITED
	As of March 29, 2013
(in millions)	Issuer Parent			Issuer Fox LP			Guarantors			Non- Guarantors			Eliminations			Consolidated
As Reported in the Form 10-Q filed on May 7, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	49.0		$	—		$	13.0		$	226.9		$	(40.1	)	$	248.8
Accounts receivable, including retentions		—			—			828.7			724.2			(30.7	)		1,522.2
Costs and accrued earnings in excess of billings on contracts		—			—			765.3			565.2			(3.8	)		1,326.7
Less receivable allowances		—			—			(30.0	)		(37.8	)		—			(67.8	)
Net accounts receivable		—			—			1,564.0			1,251.6			(34.5	)		2,781.1
Intercompany accounts receivable		1,757.1			25.1			3,944.1			1,289.4			(7,015.7	)		—
Deferred tax assets		7.8			—			64.8			1.0			—			73.6
Inventory		—			—			4.8			55.3			—			60.1
Other current assets		35.0			—			78.6			94.0			(20.7	)		186.9
Total current assets		1,848.9			25.1			5,669.3			2,918.2			(7,111.0	)		3,350.5
Investments in and advances to subsidiaries and unconsolidated joint ventures		5,435.5			28.4			1,746.0			256.3			(7,194.0	)		272.2
Property and equipment at cost, net		29.7			—			159.0			491.8			—			680.5
Intangible assets, net		0.2			—			214.5			440.8			—			655.5
Goodwill		—			—			1,778.7			1,451.2			—			3,229.9
Other long-term assets		21.5			—			337.0			81.6			(4.7	)		435.4
Total assets	$	7,335.8		$	53.5		$	9,904.5		$	5,639.9		$	(14,309.7	)	$	8,624.0
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	32.6		$	—		$	9.9		$	40.5		$	—		$	83.0
Accounts payable and subcontractors payable, including retentions		4.3			—			344.9			371.3			(39.8	)		680.7
Accrued salaries and employee benefits		33.3			—			338.2			163.7			—			535.2
Billings in excess of costs and accrued earnings on contracts		—			—			147.0			117.4			(0.2	)		264.2
Intercompany accounts payable		3,107.7			6.7			2,804.5			1,096.8			(7,015.7	)		—
Short-term intercompany notes payable		14.3			—			20.2			21.6			(56.1	)		—
Other current liabilities		101.8			16.8			128.0			78.5			(65.6	)		259.5
Total current liabilities		3,294.0			23.5			3,792.7			1,889.8			(7,177.4	)		1,822.6
Long-term debt		1,001.7			699.6			16.8			284.3			—			2,002.4
Deferred tax liabilities		—			—			251.3			82.9			(4.7	)		329.5
Self-insurance reserves		—			—			17.6			115.5			—			133.1
Pension and post-retirement benefit obligations		—			—			181.1			107.4			—			288.5
Long-term intercompany notes payable		—			—			564.3			1,267.3			(1,831.6	)		—
Other long-term liabilities		3.1			—			238.0			50.0			—			291.1
Total liabilities		4,298.8			723.1			5,061.8			3,797.2			(9,013.7	)		4,867.2
URS stockholders' equity		3,616.6			11.2			5,435.5			1,737.2			(7,183.9	)		3,616.6
Intercompany notes receivable		(579.6	)		(680.8	)		(592.8	)		(34.5	)		1,887.7			—
Total URS stockholders' equity		3,037.0			(669.6	)		4,842.7			1,702.7			(5,296.2	)		3,616.6
Noncontrolling interests		—			—			—			140.0			0.2			140.2
Total stockholders' equity		3,037.0			(669.6	)		4,842.7			1,842.7			(5,296.0	)		3,756.8
Total liabilities and stockholders' equity	$	7,335.8		$	53.5		$	9,904.5		$	5,639.9		$	(14,309.7	)	$	8,624.0

	As of March 29, 2013
(in millions)	Issuer Parent			Issuer Fox LP		Guarantors			Non- Guarantors			Eliminations		Consolidated
Condensed Consolidating Balance Sheet Data - Unaudited:

Adjustments
ASSETS
Investments in and advances to subsidiaries and unconsolidated joint ventures	$	(0.1	)	$	—	$	(0.1	)	$	(28.4	)	$	28.6	$	—
Other long-term assets		0.1			—		—			(0.1	)		—		—
Total assets		—			—		(0.1	)		(28.5	)		28.6		—
LIABILITIES AND EQUITY
URS stockholders' equity		—			—		(0.1	)		(28.5	)		28.6		—
Total URS stockholders' equity		—			—		(0.1	)		(28.5	)		28.6		—
Total stockholders' equity		—			—		(0.1	)		(28.5	)		28.6		—
Total liabilities and stockholders' equity		—			—		(0.1	)		(28.5	)		28.6		—

	CONDENSED CONSOLIDATING BALANCE SHEETS - UNAUDITED
	As of March 29, 2013
(in millions)	Issuer Parent			Issuer Fox LP			Guarantors			Non- Guarantors			Eliminations			Consolidated
As Revised in the Form 8-K/A filed on June 25, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	49.0		$	—		$	13.0		$	226.9		$	(40.1	)	$	248.8
Accounts receivable, including retentions		—			—			828.7			724.2			(30.7	)		1,522.2
Costs and accrued earnings in excess of billings on contracts		—			—			765.3			565.2			(3.8	)		1,326.7
Less receivable allowances		—			—			(30.0	)		(37.8	)		—			(67.8	)
Net accounts receivable		—			—			1,564.0			1,251.6			(34.5	)		2,781.1
Intercompany accounts receivable		1,757.1			25.1			3,944.1			1,289.4			(7,015.7	)		—
Deferred tax assets		7.8			—			64.8			1.0			—			73.6
Inventory		—			—			4.8			55.3			—			60.1
Other current assets		35.0			—			78.6			94.0			(20.7	)		186.9
Total current assets		1,848.9			25.1			5,669.3			2,918.2			(7,111.0	)		3,350.5
Investments in and advances to subsidiaries and unconsolidated joint ventures		5,435.4			28.4			1,745.9			227.9			(7,165.4	)		272.2
Property and equipment at cost, net		29.7			—			159.0			491.8			—			680.5
Intangible assets, net		0.2			—			214.5			440.8			—			655.5
Goodwill		—			—			1,778.7			1,451.2			—			3,229.9
Other long-term assets		21.6			—			337.0			81.5			(4.7	)		435.4
Total assets	$	7,335.8		$	53.5		$	9,904.4		$	5,611.4		$	(14,281.1	)	$	8,624.0
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	32.6		$	—		$	9.9		$	40.5		$	—		$	83.0
Accounts payable and subcontractors payable, including retentions		4.3			—			344.9			371.3			(39.8	)		680.7
Accrued salaries and employee benefits		33.3			—			338.2			163.7			—			535.2
Billings in excess of costs and accrued earnings on contracts		—			—			147.0			117.4			(0.2	)		264.2
Intercompany accounts payable		3,107.7			6.7			2,804.5			1,096.8			(7,015.7	)		—
Short-term intercompany notes payable		14.3			—			20.2			21.6			(56.1	)		—
Other current liabilities		101.8			16.8			128.0			78.5			(65.6	)		259.5
Total current liabilities		3,294.0			23.5			3,792.7			1,889.8			(7,177.4	)		1,822.6
Long-term debt		1,001.7			699.6			16.8			284.3			—			2,002.4
Deferred tax liabilities		—			—			251.3			82.9			(4.7	)		329.5
Self-insurance reserves		—			—			17.6			115.5			—			133.1
Pension and post-retirement benefit obligations		—			—			181.1			107.4			—			288.5
Long-term intercompany notes payable		—			—			564.3			1,267.3			(1,831.6	)		—
Other long-term liabilities		3.1			—			238.0			50.0			—			291.1
Total liabilities		4,298.8			723.1			5,061.8			3,797.2			(9,013.7	)		4,867.2
URS stockholders' equity		3,616.6			11.2			5,435.4			1,708.7			(7,155.3	)		3,616.6
Intercompany notes receivable		(579.6	)		(680.8	)		(592.8	)		(34.5	)		1,887.7			—
Total URS stockholders' equity		3,037.0			(669.6	)		4,842.6			1,674.2			(5,267.6	)		3,616.6
Noncontrolling interests		—			—			—			140.0			0.2			140.2
Total stockholders' equity		3,037.0			(669.6	)		4,842.6			1,814.2			(5,267.4	)		3,756.8
Total liabilities and stockholders' equity	$	7,335.8		$	53.5		$	9,904.4		$	5,611.4		$	(14,281.1	)	$	8,624.0

	CONDENSED CONSOLIDATING BALANCE SHEETS
	As of December 28, 2012
(in millions)	Issuer Parent			Issuer Fox LP			Guarantors			Non- Guarantors			Eliminations			Consolidated
As Reported in the Form 8-K filed on April 17, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	14.4		$	—		$	16.3		$	285.4		$	(1.6	)	$	314.5
Accounts receivable, including retentions		—			—			771.2			811.8			(28.2	)		1,554.8
Costs and accrued earnings in excess of billings on contracts		—			—			876.9			515.7			(8.3	)		1,384.3
Less receivable allowances		—			—			(29.1	)		(40.6	)		—			(69.7	)
Net accounts receivable		—			—			1,619.0			1,286.9			(36.5	)		2,869.4
Intercompany accounts receivable		1,765.8			22.4			4,248.9			1,530.6			(7,567.7	)		—
Deferred tax assets		6.8			—			60.3			0.5			—			67.6
Inventory		—			—			5.5			56.0			—			61.5
Other current assets		38.2			—			65.5			111.3			(10.8	)		204.2
Total current assets		1,825.2			22.4			6,015.5			3,270.7			(7,616.6	)		3,517.2
Investments in and advances to subsidiaries and unconsolidated joint ventures		5,400.5			20.7			1,812.0			258.9			(7,213.8	)		278.3
Property and equipment at cost, net		26.9			—			159.7			500.9			—			687.5
Intangible assets, net		0.2			—			223.5			468.5			—			692.2
Goodwill		—			—			1,778.7			1,468.4			—			3,247.1
Other long-term assets		22.4			—			231.3			115.3			(4.8	)		364.2
Total assets	$	7,275.2		$	43.1		$	10,220.7		$	6,082.7		$	(14,835.2	)	$	8,786.5
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	18.9		$	—		$	10.0		$	42.9		$	—		$	71.8
Accounts payable and subcontractors payable, including retentions		4.1			—			382.8			454.8			(38.2	)		803.5
Accrued salaries and employee benefits		41.1			—			362.6			155.1			—			558.8
Billings in excess of costs and accrued earnings on contracts		—			—			146.4			143.0			(0.3	)		289.1
Intercompany accounts payable		3,138.3			14.7			3,109.1			1,305.6			(7,567.7	)		—
Short-term intercompany notes payable		14.3			—			20.0			599.2			(633.5	)		—
Other current liabilities		59.4			8.6			146.3			74.0			(10.5	)		277.8
Total current liabilities		3,276.1			23.3			4,177.2			2,774.6			(8,250.2	)		2,001.0
Long-term debt		952.2			699.6			16.9			323.8			—			1,992.5
Deferred tax liabilities		—			—			247.6			85.5			(4.8	)		328.3
Self-insurance reserves		—			—			18.3			111.5			—			129.8
Pension and post-retirement benefit obligations		—			—			185.4			115.5			—			300.9
Long-term intercompany notes payable		—			—			561.7			687.8			(1,249.5	)		—
Other long-term liabilities		2.9			—			197.0			71.1			—			271.0
Total liabilities		4,231.2			722.9			5,404.1			4,169.8			(9,504.5	)		5,023.5
URS stockholders' equity		3,621.1			8.0			5,400.4			1,805.3			(7,213.7	)		3,621.1
Intercompany notes receivable		(577.1	)		(687.8	)		(583.8	)		(34.3	)		1,883.0			—
Total URS stockholders' equity		3,044.0			(679.8	)		4,816.6			1,771.0			(5,330.7	)		3,621.1
Noncontrolling interests		—			—			—			141.9			—			141.9
Total stockholders' equity		3,044.0			(679.8	)		4,816.6			1,912.9			(5,330.7	)		3,763.0
Total liabilities and stockholders' equity	$	7,275.2		$	43.1		$	10,220.7		$	6,082.7		$	(14,835.2	)	$	8,786.5

	As of December 28, 2012
(in millions)	Issuer Parent			Issuer Fox LP		Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Balance Sheet Data - Unaudited:

Adjustments
ASSETS
Current assets:
Accounts receivable, including retentions	$	—		$	—	$	0.1		$	—		$	(0.1	)	$	—
Net accounts receivable		—			—		0.1			—			(0.1	)		—
Intercompany accounts receivable		27.4			—		(315.8	)		(261.6	)		550.0			—
Total current assets		27.4			—		(315.7	)		(261.6	)		549.9			—
Investments in and advances to subsidiaries and unconsolidated joint ventures		0.1			—		0.2			(16.7	)		16.4			—
Intangible assets, net		—			—		(0.2	)		0.2			—			—
Other long-term assets		(0.1	)		—		—			(0.2	)		0.3			—
Total assets		27.4			—		(315.7	)		(278.3	)		566.6			—
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and subcontractors payable, including retentions		0.1			—		(0.1	)		—			—			—
Accrued salaries and employee benefits		(0.1	)		—		0.1			—			—			—
Billings in excess of costs and accrued earnings on contracts		—			—		(0.1	)		—			0.1			—
Intercompany accounts payable		27.4			—		(315.7	)		(261.7	)		550.0			—
Short-term intercompany notes payable		—			—		—			(577.6	)		577.6			—
Other current liabilities		0.1			—		(0.1	)		4.0			(4.0	)		—
Total current liabilities		27.5			—		(315.9	)		(835.3	)		1,123.7			—
Deferred tax liabilities		—			—		(0.1	)		0.1			—			—
Long-term intercompany notes payable		—			—		—			577.6			(577.6	)		—
Other long-term liabilities		(0.1	)		—		0.1			—			—			—
Total liabilities		27.4			—		(315.9	)		(257.6	)		546.1			—
URS stockholders' equity		—			—		0.2			(20.7	)		20.5			—
Total URS stockholders' equity		—			—		0.2			(20.7	)		20.5			—
Total stockholders' equity		—			—		0.2			(20.7	)		20.5			—
Total liabilities and stockholders' equity		27.4			—		(315.7	)		(278.3	)		566.6			—

	CONDENSED CONSOLIDATING BALANCE SHEETS
	As of December 28, 2012
(in millions)	Issuer Parent			Issuer Fox LP			Guarantors			Non- Guarantors			Eliminations			Consolidated
As Revised in the Form 8-K/A filed on June 25, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	14.4		$	—		$	16.3		$	285.4		$	(1.6	)	$	314.5
Accounts receivable, including retentions		—			—			771.3			811.8			(28.3	)		1,554.8
Costs and accrued earnings in excess of billings on contracts		—			—			876.9			515.7			(8.3	)		1,384.3
Less receivable allowances		—			—			(29.1	)		(40.6	)		—			(69.7	)
Net accounts receivable		—			—			1,619.1			1,286.9			(36.6	)		2,869.4
Intercompany accounts receivable		1,793.2			22.4			3,933.1			1,269.0			(7,017.7	)		—
Deferred tax assets		6.8			—			60.3			0.5			—			67.6
Inventory		—			—			5.5			56.0			—			61.5
Other current assets		38.2			—			65.5			111.3			(10.8	)		204.2
Total current assets		1,852.6			22.4			5,699.8			3,009.1			(7,066.7	)		3,517.2
Investments in and advances to subsidiaries and unconsolidated joint ventures		5,400.6			20.7			1,812.2			242.2			(7,197.4	)		278.3
Property and equipment at cost, net		26.9			—			159.7			500.9			—			687.5
Intangible assets, net		0.2			—			223.3			468.7			—			692.2
Goodwill		—			—			1,778.7			1,468.4			—			3,247.1
Other long-term assets		22.3			—			231.3			115.1			(4.5	)		364.2
Total assets	$	7,302.6		$	43.1		$	9,905.0		$	5,804.4		$	(14,268.6	)	$	8,786.5
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	18.9		$	—		$	10.0		$	42.9		$	—		$	71.8
Accounts payable and subcontractors payable, including retentions		4.2			—			382.7			454.8			(38.2	)		803.5
Accrued salaries and employee benefits		41.0			—			362.7			155.1			—			558.8
Billings in excess of costs and accrued earnings on contracts		—			—			146.3			143.0			(0.2	)		289.1
Intercompany accounts payable		3,165.7			14.7			2,793.4			1,043.9			(7,017.7	)		—
Short-term intercompany notes payable		14.3			—			20.0			21.6			(55.9	)		—
Other current liabilities		59.5			8.6			146.2			78.0			(14.5	)		277.8
Total current liabilities		3,303.6			23.3			3,861.3			1,939.3			(7,126.5	)		2,001.0
Long-term debt		952.2			699.6			16.9			323.8			—			1,992.5
Deferred tax liabilities		—			—			247.5			85.6			(4.8	)		328.3
Self-insurance reserves		—			—			18.3			111.5			—			129.8
Pension and post-retirement benefit obligations		—			—			185.4			115.5			—			300.9
Long-term intercompany notes payable		—			—			561.7			1,265.4			(1,827.1	)		—
Other long-term liabilities		2.8			—			197.1			71.1			—			271.0
Total liabilities		4,258.6			722.9			5,088.2			3,912.2			(8,958.4	)		5,023.5
URS stockholders' equity		3,621.1			8.0			5,400.6			1,784.6			(7,193.2	)		3,621.1
Intercompany notes receivable		(577.1	)		(687.8	)		(583.8	)		(34.3	)		1,883.0			—
Total URS stockholders' equity		3,044.0			(679.8	)		4,816.8			1,750.3			(5,310.2	)		3,621.1
Noncontrolling interests		—			—			—			141.9			—			141.9
Total stockholders' equity		3,044.0			(679.8	)		4,816.8			1,892.2			(5,310.2	)		3,763.0
Total liabilities and stockholders' equity	$	7,302.6		$	43.1		$	9,905.0		$	5,804.4		$	(14,268.6	)	$	8,786.5

	CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS - UNAUDITED
	For the Three Months Ended March 29, 2013
(in millions)	Issuer Parent			Issuer Fox LP			Guarantors			Non- Guarantors			Eliminations			Consolidated
As Reported in the Form 10-Q filed on May 7, 2013
Revenues	$	—		$	—		$	1,671.4		$	1,211.5		$	(80.4	)	$	2,802.5
Cost of revenues		—			—			(1,549.2	)		(1,182.5	)		80.4			(2,651.3	)
General and administrative expenses		(22.2	)		—			—			(0.5	)		—			(22.7	)
Equity in income (loss) in subsidiaries		65.9			7.7			6.3			3.2			(83.1	)		—
Equity in income of unconsolidated joint ventures		—			—			3.1			21.0			—			24.1
Operating income (loss)		43.7			7.7			131.6			52.7			(83.1	)		152.6
Interest expense		31.8			(7.2	)		(26.9	)		(18.8	)		—			(21.1	)
Other income (expenses)		—			—			—			(2.5	)		—			(2.5	)
Income (loss) before income taxes		75.5			0.5			104.7			31.4			(83.1	)		129.0
Income tax benefit (expense)		(3.6	)		2.7			(38.8	)		(2.5	)		—			(42.2	)
Net income (loss) including noncontrolling interests		71.9			3.2			65.9			28.9			(83.1	)		86.8
Noncontrolling interests in income of consolidated subsidiaries		—			—			—			(14.9	)		—			(14.9	)
Net income (loss) attributable to URS	$	71.9		$	3.2		$	65.9		$	14.0		$	(83.1	)	$	71.9
Comprehensive income (loss) attributable to URS	$	39.5		$	3.2		$	36.3		$	(23.4	)	$	(16.1	)	$	39.5

	For the Three Months Ended March 29, 2013
(in millions)	Issuer Parent			Issuer Fox LP			Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Statement of Operations Data - Unaudited:

Adjustments
Equity in income (loss) in subsidiaries	$	—		$	—		$	—		$	(7.7	)	$	7.7		$	—
Intercompany royalty and general and administrative charges		37.4			—			(33.0	)		(4.4	)		—			—
Operating income (loss)		37.4			—			(33.0	)		(12.1	)		7.7			—
Interest expense		(39.7	)		(0.9	)		26.5			14.1			—			—
Intercompany interest income		2.6			0.9			9.0			0.3			(12.8	)		—
Intercompany interest expense		(0.3	)		—			(2.5	)		(10.0	)		12.8			—
Income (loss) before income taxes		—			—			—			(7.7	)		7.7			—
Net income (loss) including noncontrolling interests		—			—			—			(7.7	)		7.7			—
Net income (loss) attributable to URS		—			—			—			(7.7	)		7.7			—
Comprehensive income (loss) attributable to URS		—			—			—			(7.7	)		7.7			—

	CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS - UNAUDITED
	For the Three Months Ended March 29, 2013
(in millions)	Issuer Parent			Issuer Fox LP			Guarantors			Non- Guarantors			Eliminations			Consolidated
As Revised in the Form 8-K/A filed on June 25, 2013
Revenues	$	—		$	—		$	1,671.4		$	1,211.5		$	(80.4	)	$	2,802.5
Cost of revenues		—			—			(1,549.2	)		(1,182.5	)		80.4			(2,651.3	)
General and administrative expenses		(22.2	)		—			—			(0.5	)		—			(22.7	)
Equity in income (loss) in subsidiaries		65.9			7.7			6.3			(4.5	)		(75.4	)		—
Equity in income of unconsolidated joint ventures		—			—			3.1			21.0			—			24.1
Intercompany royalty and general and administrative charges		37.4			—			(33.0	)		(4.4	)		—			—
Operating income (loss)		81.1			7.7			98.6			40.6			(75.4	)		152.6
Interest expense		(7.9	)		(8.1	)		(0.4	)		(4.7	)		—			(21.1	)
Intercompany interest income		2.6			0.9			9.0			0.3			(12.8	)		—
Intercompany interest expense		(0.3	)		—			(2.5	)		(10.0	)		12.8			—
Other income (expenses)		—			—			—			(2.5	)		—			(2.5	)
Income (loss) before income taxes		75.5			0.5			104.7			23.7			(75.4	)		129.0
Income tax benefit (expense)		(3.6	)		2.7			(38.8	)		(2.5	)		—			(42.2	)
Net income (loss) including noncontrolling interests		71.9			3.2			65.9			21.2			(75.4	)		86.8
Noncontrolling interests in income of consolidated subsidiaries		—			—			—			(14.9	)		—			(14.9	)
Net income (loss) attributable to URS	$	71.9		$	3.2		$	65.9		$	6.3		$	(75.4	)	$	71.9
Comprehensive income (loss) attributable to URS	$	39.5		$	3.2		$	36.3		$	(31.1	)	$	(8.4	)	$	39.5

	CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS - UNAUDITED
	For the Three Months Ended March 30, 2012
(in millions)	Issuer Parent			Issuer Fox LP		Guarantors			Non- Guarantors			Eliminations			Consolidated
As Reported in the Form 10-Q filed on May 7, 2013
Revenues	$	—		$	—	$	1,714.3		$	755.6		$	(108.4	)	$	2,361.5
Cost of revenues		—			—		(1,593.0	)		(718.6	)		108.4			(2,203.2	)
General and administrative expenses		(20.4	)		—		—			0.4			—			(20.0	)
Acquisition-related expenses		(5.6	)		—		—			—			—			(5.6	)
Equity in income (loss) in subsidiaries		76.9			—		30.2			—			(107.1	)		—
Equity in income of unconsolidated joint ventures		—			—		2.1			26.6			—			28.7
Operating income (loss)		50.9			—		153.6			64.0			(107.1	)		161.4
Interest expense		28.6			—		(35.1	)		(3.3	)		—			(9.8	)
Other income (expenses)		2.5			—		—			—			—			2.5
Income (loss) before income taxes		82.0			—		118.5			60.7			(107.1	)		154.1
Income tax benefit (expense)		(2.3	)		—		(41.6	)		(4.7	)		—			(48.6	)
Net income (loss) including noncontrolling interests		79.7			—		76.9			56.0			(107.1	)		105.5
Noncontrolling interests in income of consolidated subsidiaries		—			—		—			(25.8	)		—			(25.8	)
Net income (loss) attributable to URS	$	79.7		$	—	$	76.9		$	30.2		$	(107.1	)	$	79.7
Comprehensive income (loss) attributable to URS	$	101.2		$	—	$	100.6		$	55.3		$	(155.9	)	$	101.2

	For the Three Months Ended March 30, 2012
(in millions)	Issuer Parent			Issuer Fox LP		Guarantors			Non- Guarantors			Eliminations				Consolidated
Condensed Consolidating Statement of Operations Data - Unaudited:

Adjustments
Intercompany royalty and general and administrative charges	$	37.8		$	—	$	(34.4	)	$	(3.4	)		$	—		$	—
Operating income (loss)		37.8			—		(34.4	)		(3.4	)			—			—
Interest expense		(37.9	)		—		34.8			3.1				—			—
Intercompany interest income		0.6			—		0.5			1.3				(2.4	)		—
Intercompany interest expense		(0.5	)		—		(0.9	)		(1.0	)			2.4			—

	CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS - UNAUDITED
	For the Three Months Ended March 30, 2012
(in millions)	Issuer Parent			Issuer Fox LP		Guarantors			Non- Guarantors			Eliminations			Consolidated
As Revised in the Form 8-K/A filed on June 25, 2013
Revenues	$	—		$	—	$	1,714.3		$	755.6		$	(108.4	)	$	2,361.5
Cost of revenues		—			—		(1,593.0	)		(718.6	)		108.4			(2,203.2	)
General and administrative expenses		(20.4	)		—		—			0.4			—			(20.0	)
Acquisition-related expenses		(5.6	)		—		—			—			—			(5.6	)
Equity in income (loss) in subsidiaries		76.9			—		30.2			—			(107.1	)		—
Equity in income of unconsolidated joint ventures		—			—		2.1			26.6			—			28.7
Intercompany royalty and general and administrative charges		37.8			—		(34.4	)		(3.4	)		—			—
Operating income (loss)		88.7			—		119.2			60.6			(107.1	)		161.4
Interest expense		(9.3	)		—		(0.3	)		(0.2	)		—			(9.8	)
Intercompany interest income		0.6			—		0.5			1.3			(2.4	)		—
Intercompany interest expense		(0.5	)		—		(0.9	)		(1.0	)		2.4			—
Other income (expenses)		2.5			—		—			—			—			2.5
Income (loss) before income taxes		82.0			—		118.5			60.7			(107.1	)		154.1
Income tax benefit (expense)		(2.3	)		—		(41.6	)		(4.7	)		—			(48.6	)
Net income (loss) including noncontrolling interests		79.7			—		76.9			56.0			(107.1	)		105.5
Noncontrolling interests in income of consolidated subsidiaries		—			—		—			(25.8	)		—			(25.8	)
Net income (loss) attributable to URS	$	79.7		$	—	$	76.9		$	30.2		$	(107.1	)	$	79.7
Comprehensive income (loss) attributable to URS	$	101.2		$	—	$	100.6		$	55.3		$	(155.9	)	$	101.2

	CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
	For the Year Ended December 28, 2012
(in millions)	Issuer Parent			Issuer Fox LP			Guarantors			Non- Guarantors			Eliminations			Consolidated
As Reported in the Form 8-K filed on April 17, 2013
Revenues	$	—		$	—		$	6,713.8		$	4,420.9		$	(162.2	)	$	10,972.5
Cost of revenues		—			—			(6,305.0	)		(4,151.7	)		162.2			(10,294.5	)
General and administrative expenses		(83.2	)		—			—			(0.4	)		—			(83.6	)
Acquisition-related expenses		(6.7	)		—			—			(9.4	)		—			(16.1	)
Equity in income (loss) in subsidiaries		297.8			20.7			149.6			8.0			(476.1	)		—
Equity in income of unconsolidated joint ventures		—			—			21.5			86.1			—			107.6
Operating income (loss)		207.9			20.7			579.9			353.5			(476.1	)		685.9
Interest expense		110.8			(20.3	)		(107.4	)		(53.8	)		—			(70.7	)
Other income (expenses)		(0.3	)		—			—			0.8			—			0.5
Income (loss) before income taxes		318.4			0.4			472.5			300.5			(476.1	)		615.7
Income tax benefit (expense)		(7.8	)		7.6			(174.7	)		(15.0	)		—			(189.9	)
Net income (loss) including noncontrolling interests		310.6			8.0			297.8			285.5			(476.1	)		425.8
Noncontrolling interests in income of consolidated subsidiaries		—			—			—			(115.2	)		—			(115.2	)
Net income (loss) attributable to URS	$	310.6		$	8.0		$	297.8		$	170.3		$	(476.1	)	$	310.6
Comprehensive income (loss) attributable to URS	$	308.2		$	8.0		$	283.2		$	191.5		$	(482.7	)	$	308.2

	For the Year Ended December 28, 2012
(in millions)	Issuer Parent			Issuer Fox LP			Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Statement of Operations Data:

Adjustments
Equity in income (loss) in subsidiaries	$	—		$	—		$	—		$	(20.7	)	$	20.7		$	—
Intercompany royalty and general and administrative charges		140.6			—			(122.3	)		(18.3	)		—			—
Operating income (loss)		140.6			—			(122.3	)		(39.0	)		20.7			—
Interest expense		(147.0	)		(2.6	)		106.6			43.0			—			—
Intercompany interest income		7.8			2.6			23.0			2.0			(35.4	)		—
Intercompany interest expense		(1.4	)		—			(7.3	)		(26.7	)		35.4			—
Income (loss) before income taxes		—			—			—			(20.7	)		20.7			—
Net income (loss) including noncontrolling interests		—			—			—			(20.7	)		20.7			—
Net income (loss) attributable to URS		—			—			—			(20.7	)		20.7			—
Comprehensive income (loss) attributable to URS		—			—			(0.7	)		(20.7	)		21.4			—

	CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
	For the Year Ended December 28, 2012
(in millions)	Issuer Parent			Issuer Fox LP			Guarantors			Non- Guarantors			Eliminations			Consolidated
As Revised in the Form 8-K/A filed on June 25, 2013
Revenues	$	—		$	—		$	6,713.8		$	4,420.9		$	(162.2	)	$	10,972.5
Cost of revenues		—			—			(6,305.0	)		(4,151.7	)		162.2			(10,294.5	)
General and administrative expenses		(83.2	)		—			—			(0.4	)		—			(83.6	)
Acquisition-related expenses		(6.7	)		—			—			(9.4	)		—			(16.1	)
Equity in income (loss) in subsidiaries		297.8			20.7			149.6			(12.7	)		(455.4	)		—
Equity in income of unconsolidated joint ventures		—			—			21.5			86.1			—			107.6
Intercompany royalty and general and administrative charges		140.6			—			(122.3	)		(18.3	)		—			—
Operating income (loss)		348.5			20.7			457.6			314.5			(455.4	)		685.9
Interest expense		(36.2	)		(22.9	)		(0.8	)		(10.8	)		—			(70.7	)
Intercompany interest income		7.8			2.6			23.0			2.0			(35.4	)		—
Intercompany interest expense		(1.4	)		—			(7.3	)		(26.7	)		35.4			—
Other income (expenses)		(0.3	)		—			—			0.8			—			0.5
Income (loss) before income taxes		318.4			0.4			472.5			279.8			(455.4	)		615.7
Income tax benefit (expense)		(7.8	)		7.6			(174.7	)		(15.0	)		—			(189.9	)
Net income (loss) including noncontrolling interests		310.6			8.0			297.8			264.8			(455.4	)		425.8
Noncontrolling interests in income of consolidated subsidiaries		—			—			—			(115.2	)		—			(115.2	)
Net income (loss) attributable to URS	$	310.6		$	8.0		$	297.8		$	149.6		$	(455.4	)	$	310.6
Comprehensive income (loss) attributable to URS	$	308.2		$	8.0		$	282.5		$	170.8		$	(461.3	)	$	308.2

	CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
	For the Year Ended December 30, 2011
(in millions)	Issuer Parent			Issuer Fox LP		Guarantors			Non- Guarantors			Eliminations			Consolidated
As Reported in the Form 8-K filed on April 17, 2013
Revenues	$	—		$	—	$	6,924.6		$	3,125.9		$	(505.5	)	$	9,545.0
Cost of revenues		—			—		(6,556.0	)		(2,938.3	)		505.5			(8,988.8	)
General and administrative expenses		(81.2	)		—		—			1.7			—			(79.5	)
Acquisition-related expenses		—			—		(1.0	)		—			—			(1.0	)
Restructuring costs		—			—		—			(5.5	)		—			(5.5	)
Goodwill impairment		—			—		(601.7	)		(224.1	)		—			(825.8	)
Equity in income (loss) in subsidiaries		(487.6	)		—		(78.7	)		—			566.3			—
Equity in income of unconsolidated joint ventures		—			—		8.6			123.6			—			132.2
Operating income (loss)		(568.8	)		—		(304.2	)		83.3			566.3			(223.4	)
Interest expense		118.1			—		(121.9	)		(18.3	)		—			(22.1	)
Income (loss) before income taxes		(450.7	)		—		(426.1	)		65.0			566.3			(245.5	)
Income tax benefit (expense)		(15.1	)		—		(61.5	)		(15.2	)		—			(91.8	)
Net income (loss) including noncontrolling interests		(465.8	)		—		(487.6	)		49.8			566.3			(337.3	)
Noncontrolling interests in income of consolidated subsidiaries		—			—		—			(128.5	)		—			(128.5	)
Net income (loss) attributable to URS	$	(465.8	)	$	—	$	(487.6	)	$	(78.7	)	$	566.3		$	(465.8	)
Comprehensive income (loss) attributable to URS	$	(539.7	)	$	—	$	(573.1	)	$	(135.2	)	$	708.3		$	(539.7	)

	For the Year Ended December 30, 2011
(in millions)	Issuer Parent			Issuer Fox LP		Guarantors			Non- Guarantors			Eliminations				Consolidated
Condensed Consolidating Statement of Operations Data:

Adjustments
Intercompany royalty and general and administrative charges	$	136.9		$	—	$	(122.6	)	$	(14.3	)		$	—		$	—
Operating income (loss)		136.9			—		(122.6	)		(14.3	)			—			—
Interest expense		(139.0	)		—		121.3			17.7				—			—
Intercompany interest income		2.9			—		1.7			1.7				(6.3	)		—
Intercompany interest expense		(0.8	)		—		(0.4	)		(5.1	)			6.3			—

	CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
	For the Year Ended December 30, 2011
(in millions)	Issuer Parent			Issuer Fox LP		Guarantors			Non- Guarantors			Eliminations			Consolidated
As Revised in the Form 8-K/A filed on June 25, 2013
Revenues	$	—		$	—	$	6,924.6		$	3,125.9		$	(505.5	)	$	9,545.0
Cost of revenues		—			—		(6,556.0	)		(2,938.3	)		505.5			(8,988.8	)
General and administrative expenses		(81.2	)		—		—			1.7			—			(79.5	)
Acquisition-related expenses		—			—		(1.0	)		—			—			(1.0	)
Restructuring costs		—			—		—			(5.5	)		—			(5.5	)
Goodwill impairment		—			—		(601.7	)		(224.1	)		—			(825.8	)
Equity in income (loss) in subsidiaries		(487.6	)		—		(78.7	)		—			566.3			—
Equity in income of unconsolidated joint ventures		—			—		8.6			123.6			—			132.2
Intercompany royalty and general and administrative charges		136.9			—		(122.6	)		(14.3	)		—			—
Operating income (loss)		(431.9	)		—		(426.8	)		69.0			566.3			(223.4	)
Interest expense		(20.9	)		—		(0.6	)		(0.6	)		—			(22.1	)
Intercompany interest income		2.9			—		1.7			1.7			(6.3	)		—
Intercompany interest expense		(0.8	)		—		(0.4	)		(5.1	)		6.3			—
Income (loss) before income taxes		(450.7	)		—		(426.1	)		65.0			566.3			(245.5	)
Income tax benefit (expense)		(15.1	)		—		(61.5	)		(15.2	)		—			(91.8	)
Net income (loss) including noncontrolling interests		(465.8	)		—		(487.6	)		49.8			566.3			(337.3	)
Noncontrolling interests in income of consolidated subsidiaries		—			—		—			(128.5	)		—			(128.5	)
Net income (loss) attributable to URS	$	(465.8	)	$	—	$	(487.6	)	$	(78.7	)	$	566.3		$	(465.8	)
Comprehensive income (loss) attributable to URS	$	(539.7	)	$	—	$	(573.1	)	$	(135.2	)	$	708.3		$	(539.7	)

	CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
	For the Year Ended December 31, 2010
(in millions)	Issuer Parent			Issuer Fox LP		Guarantors			Non- Guarantors			Eliminations			Consolidated
As Reported in the Form 8-K filed on April 17, 2013
Revenues	$	—		$	—	$	6,923.7		$	2,673.4		$	(420.0	)	$	9,177.1
Cost of revenues		—			—		(6,541.8	)		(2,487.7	)		420.0			(8,609.5	)
General and administrative expenses		(76.6	)		—		—			5.6			—			(71.0	)
Acquisition-related expenses		—			—		—			(11.9	)		—			(11.9	)
Restructuring costs		—			—		—			(10.6	)		—			(10.6	)
Equity in income (loss) in subsidiaries		268.2			—		172.9			—			(441.1	)		—
Equity in income of unconsolidated joint ventures		—			—		9.6			60.7			—			70.3
Operating income (loss)		191.6			—		564.4			229.5			(441.1	)		544.4
Interest expense		117.0			—		(124.6	)		(23.0	)		—			(30.6	)
Income (loss) before income taxes		308.6			—		439.8			206.5			(441.1	)		513.8
Income tax benefit (expense)		(20.7	)		—		(171.6	)		64.7			—			(127.6	)
Net income (loss) including noncontrolling interests		287.9			—		268.2			271.2			(441.1	)		386.2
Noncontrolling interests in income of consolidated subsidiaries		—			—		—			(98.3	)		—			(98.3	)
Net income (loss) attributable to URS	$	287.9		$	—	$	268.2		$	172.9		$	(441.1	)	$	287.9
Comprehensive income (loss) attributable to URS	$	300.2		$	—	$	265.2		$	189.3		$	(454.5	)	$	300.2

	For the Year Ended December 31, 2010
(in millions)	Issuer Parent			Issuer Fox LP		Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Statement of Operations Data:

Adjustments
Equity in income (loss) in subsidiaries	$	—		$	—	$	11.8		$	—		$	(11.8	)	$	—
Intercompany royalty and general and administrative charges		146.4			—		(138.5	)		(7.9	)		—			—
Operating income (loss)		146.4			—		(126.7	)		(7.9	)		(11.8	)		—
Interest expense		(148.4	)		—		126.8			21.6			—			—
Intercompany interest income		2.7			—		1.2			1.9			(5.8	)		—
Intercompany interest expense		(0.7	)		—		(1.3	)		(3.8	)		5.8			—
Income (loss) before income taxes		—			—		—			11.8			(11.8	)		—
Net income (loss) including noncontrolling interests		—			—		—			11.8			(11.8	)		—
Net income (loss) attributable to URS		—			—		—			11.8			(11.8	)		—
Comprehensive income (loss) attributable to URS		—			—		—			11.8			(11.8	)		—

	CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
	For the Year Ended December 31, 2010
(in millions)	Issuer Parent			Issuer Fox LP		Guarantors			Non- Guarantors			Eliminations			Consolidated
As Revised in the Form 8-K/A filed on June 25, 2013
Revenues	$	—		$	—	$	6,923.7		$	2,673.4		$	(420.0	)	$	9,177.1
Cost of revenues		—			—		(6,541.8	)		(2,487.7	)		420.0			(8,609.5	)
General and administrative expenses		(76.6	)		—		—			5.6			—			(71.0	)
Acquisition-related expenses		—			—		—			(11.9	)		—			(11.9	)
Restructuring costs		—			—		—			(10.6	)		—			(10.6	)
Equity in income (loss) in subsidiaries		268.2			—		184.7			—			(452.9	)		—
Equity in income of unconsolidated joint ventures		—			—		9.6			60.7			—			70.3
Intercompany royalty and general and administrative charges		146.4			—		(138.5	)		(7.9	)		—			—
Operating income (loss)		338.0			—		437.7			221.6			(452.9	)		544.4
Interest expense		(31.4	)		—		2.2	(1)		(1.4	)		—			(30.6	)
Intercompany interest income		2.7			—		1.2			1.9			(5.8	)		—
Intercompany interest expense		(0.7	)		—		(1.3	)		(3.8	)		5.8			—
Income (loss) before income taxes		308.6			—		439.8			218.3			(452.9	)		513.8
Income tax benefit (expense)		(20.7	)		—		(171.6	)		64.7			—			(127.6	)
Net income (loss) including noncontrolling interests		287.9			—		268.2			283.0			(452.9	)		386.2
Noncontrolling interests in income of consolidated subsidiaries		—			—		—			(98.3	)		—			(98.3	)
Net income (loss) attributable to URS	$	287.9		$	—	$	268.2		$	184.7		$	(452.9	)	$	287.9
Comprehensive income (loss) attributable to URS	$	300.2		$	—	$	265.2		$	201.1		$	(466.3	)	$	300.2

(1)	Amount represents a credit adjustment to interest expense related to uncertain tax positions.

Closing

In accordance with your letter, the Company acknowledges that:

•

The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company's filings; and

•

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the Federal securities laws of the United States.

If you have any additional questions, please feel free to call me at (415) 774-2752.

Very truly yours,

Reed N. Brimhall

Vice President and

Chief Accounting Officer

URS Corporation

cc:

Tom Hicks

Executive Vice President and

Chief Financial Officer

URS Corporation

600 Montgomery Street, 26th Floor

San Francisco, CA 94111-2728

Martin M. Koffel

Chairman and Chief Executive Officer

URS Corporation

600 Montgomery Street, 26th Floor

San Francisco, CA 94111-2728