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 April 4, 2014
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 May 5, 2014
Common Stock, $.01 par value	68,965,235

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 estimates; conversions of backlog and book of business into future revenues; future accounts receivable and days sales outstanding; future capital allocation priorities including dividend payments, share repurchases, debt pay downs, acquisitions and organic growth opportunities; future retirement plan expenses; future compliance with regulations; future legal proceedings and accruals; future insurance coverage and recoveries; future capital expenditures; 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 to the federal budget; changes in our book of business; our compliance with government regulations; integration of acquisitions; employee, agent or partner misconduct; our ability to procure government contracts; liabilities for pending and future litigation; environmental liabilities; changes in oil, natural gas and other commodity prices; weather conditions; availability of bonding and insurance; our reliance on government appropriations; unilateral termination provisions in government contracts; impairment of our goodwill; 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; 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 finance arrangements; 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 Operations beginning on page 32, in Item 1A – Risk Factors in our Annual Report on Form 10-K for the fiscal year ended January 3, 2014, 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
		April 4, 2014 and January 3, 2014	2
	Condensed Consolidated Statements of Operations
		Three months ended April 4, 2014 and March 29, 2013	3
	Condensed Consolidated Statements of Comprehensive Income
		Three months ended April 4, 2014 and March 29, 2013	4
	Condensed Consolidated Statements of Cash Flows
		Three months ended April 4, 2014 and March 29, 2013	5
	Notes to Condensed Consolidated Financial Statements		7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operation		32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		46
Item 4.	Controls and Procedures		47
PART II.  OTHER INFORMATION:
Item 1.	Legal Proceedings		48
Item 1A.	Risk Factors		48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		48
Item 3.	Defaults Upon Senior Securities		49
Item 4.	Mine Safety Disclosure		49
Item 5.	Other Information		49
Item 6.	Exhibits		50

1

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED6

(In millions, except per share data)

	April 4, 2014			January 3, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	231		$	284
Accounts receivable, including retentions of $126 and $117, respectively		1,377			1,393
Costs and accrued earnings in excess of billings on contracts		1,653			1,521
Less receivable allowances		(54	)		(65	)
Net accounts receivable		2,976			2,849
Other current assets		245			258
Total current assets		3,452			3,391
Investments in and advances to unconsolidated joint ventures		239			245
Property and equipment, net of accumulated depreciation of $699 and $676, respectively		597			608
Intangible assets, net		541			570
Goodwill		3,693			3,696
Other long-term assets		207			208
Total assets	$	8,729		$	8,718
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	48		$	45
Accounts payable and subcontractors payable, including retentions of $28 and $29, respectively		622			688
Accrued salaries and employee benefits		473			507
Billings in excess of costs and accrued earnings on contracts		241			233
Other current liabilities		336			366
Total current liabilities		1,720			1,839
Long-term debt		2,069			1,667
Deferred tax liabilities		442			444
Self-insurance reserves		126			127
Pension and post-retirement benefit obligations		282			286
Other long-term liabilities		125			128
Total liabilities		4,764			4,491
Commitments and contingencies (Note 12)
URS stockholders’ equity:
Preferred stock, authorized 3 shares; no shares outstanding		—			—
Common stock, par value $.01; authorized 200 shares; 89 and 89 shares issued, respectively; and 69 and 75 shares outstanding, respectively		1			1
Treasury stock, 20 and 14 shares at cost, respectively		(854	)		(588	)
Additional paid-in capital		3,046			3,038
Accumulated other comprehensive loss		(217	)		(201	)
Retained earnings		1,843			1,831
Total URS stockholders’ equity		3,819			4,081
Noncontrolling interests		146			146
Total stockholders’ equity		3,965			4,227
Total liabilities and stockholders’ equity	$	8,729		$	8,718

See Notes to Condensed Consolidated Financial Statements

2

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

(In millions, except per share data)

	Three Months Ended
	April 4,			March 29,
	2014			2013
Revenues	$	2,537		$	2,803
Cost of revenues		(2,447	)		(2,651	)
General and administrative expenses		(22	)		(23	)
Equity in income of unconsolidated joint ventures		19			24
Operating income		87			153
Interest expense		(18	)		(21	)
Other income (expenses)		(4	)		(3	)
Income before income taxes		65			129
Income tax expense		(26	)		(42	)
Net income including noncontrolling interests		39			87
Noncontrolling interests in income of consolidated subsidiaries		(12	)		(15	)
Net income attributable to URS	$	27		$	72
Earnings per share (Note 3):
Basic	$	0.38		$	0.97
Diluted	$	0.37		$	0.96
Weighted-average shares outstanding (Note 3):
Basic		71.6			74.4
Diluted		72.1			74.9
Cash dividends declared per share (Note 10)	$	0.22		$	0.21

See Notes to Condensed Consolidated Financial Statements

3

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED

(In millions)

	Three Months Ended
	April 4,			March 29,
	2014			2013
Comprehensive income:
Net income including noncontrolling interests	$	39			$	87
Pension and post-retirement related adjustments, net of tax		1				4
Foreign currency translation adjustments, net of tax		(17	)			(36	)
Comprehensive income		23				55
Noncontrolling interests in comprehensive income of consolidated subsidiaries		(12	)			(15	)
Comprehensive income attributable to URS	$	11			$	40

See Notes to Condensed Consolidated Financial Statements

4

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(In millions)

	Three Months Ended
	April 4,			March 29,
	2014			2013
Cash flows from operating activities:
Net income including noncontrolling interests	$	39		$	87
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		35			40
Amortization of intangible assets		25			28
Gain on disposal of property and equipment		(1	)		(1	)
Deferred income taxes		(7	)		(7	)
Stock-based compensation		6			11
Equity in income of unconsolidated joint ventures		(19	)		(24	)
Dividends received from unconsolidated joint ventures		19			23
Changes in operating assets, liabilities and other:
Accounts receivable and costs and accrued earnings in excess of billings on contracts		(136	)		90
Other current assets		2			4
Other long-term assets		9			(91	)
Accounts payable, accrued salaries and employee benefits, and other current liabilities		(103	)		(130	)
Billings in excess of costs and accrued earnings on contracts		7			(15	)
Other long-term liabilities		(8	)		35
Total adjustments and changes		(171	)		(37	)
Net cash from operating activities		(132	)		50
Cash flows from investing activities:
Proceeds from disposal of property and equipment		4			3
Changes in restricted cash		1			2
Capital expenditures, less equipment purchased through capital leases and equipment notes		(15	)		(25	)
Net cash from investing activities		(10	)		(20	)

See Notes to Condensed Consolidated Financial Statements

5

URS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED (Continued)

(In millions)

	Three Months Ended
	April 4,			March 29,
	2014			2013
Cash flows from financing activities:
Payments on long-term debt		(2	)		(1	)
Borrowings from revolving line of credit		496			255
Payments on revolving line of credit		(109	)		(235	)
Net payments on other indebtedness		(5	)		(7	)
Net change in overdrafts		2			(31	)
Proceeds from employee stock purchases and exercises of stock options		1			6
Distributions to noncontrolling interests		(14	)		(15	)
Dividends paid		(15	)		(15	)
Repurchases of common stock		(266	)		(45	)
Net cash from financing activities		88			(88	)
Net change in cash and cash equivalents		(54	)		(58	)
Effect of foreign exchange rate changes on cash and cash equivalents		1			(8	)
Cash and cash equivalents at beginning of period		284			315
Cash and cash equivalents at end of period	$	231		$	249
Supplemental information:
Interest paid	$	28		$	6
Taxes paid	$	6		$	10
Supplemental schedule of non-cash investing and financing activities:
Equipment acquired with capital lease obligations and equipment note obligations	$	19		$	18
Cash dividends declared but not paid	$	18		$	16

See Notes to Condensed Consolidated Financial Statements

6

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

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

Overview

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 fiscal year ended January 3, 2014.  The results of operations for the three months ended April 4, 2014 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 and recurring adjustments that are necessary for a fair statement of our financial position, results of operations and cash flows for the interim periods presented.

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.

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.

Use of and Changes in Estimates 

The preparation of our unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the balance sheet dates, and the reported amounts of revenues and expenses during the reporting period.  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.

Our business activities involve making significant estimates and assumptions in the normal course of business relating to our contracts.  We focus on evaluating the performance of contracts individually.  These estimates and assumptions can vary in the normal course of business as contracts progress, when estimated productivity assumptions change based on experience to-date and as uncertainties are resolved.  We use the cumulative catch-up method applicable to construction contract accounting to account for revisions in estimates.

There were no material changes in estimates during the three months ended April 4, 2014.

During the three months ended March 29, 2013, our results of operations included the recognition of $24 million of performance-based incentive fees from our work managing the chemical demilitarization program.  This change in estimate resulted in an increase of $24 million in operating income, $14 million in net income and $0.19 in diluted earnings per common share (“diluted EPS”) for the three months ended March 29, 2013.

7

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(Continued)

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

From time to time, the Financial Accounting Standards Board (“FASB”) issues accounting standards updates (each being an “ASU”) to its Accounting Standards Codification (“ASC”), which constitutes the primary source of U.S. GAAP.  We regularly monitor ASUs as they are issued and consider their applicability to our business.  All applicable ASUs are adopted by the due date and in the manner prescribed by the FASB.  ASUs adopted during the first quarter of fiscal year 2014 did not have a material impact on our condensed consolidated financial statements.  In addition, we are in the process of evaluating the impact of recently issued ASUs on our condensed consolidated financial statements.

NOTE 3.  EARNINGS PER SHARE

In our computation of diluted EPS, we exclude the potential shares related to nonvested restricted stock awards and units that have an anti-dilutive effect on EPS or that currently have not met performance conditions.  Potential shares related to nonvested restricted stock awards and units that have an anti-dilutive effect were less than half a million shares as of April 4, 2014 and March 29, 2013.

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

	Three Months Ended
	April 4,		March 29,
(In millions)	2014		2013
Weighted-average shares of common stock outstanding (1)		71.6		74.4
Effect of dilutive restricted stock awards and units and employee stock purchase plan shares		0.5		0.5
Weighted-average shares of common stock outstanding – Diluted		72.1		74.9

(1)   Weighted-average shares of common stock outstanding are net of treasury stock and exclude nonvested restricted stock awards.

8

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(Continued)

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

The following table summarizes the components of our accounts receivable and costs and accrued earnings in excess of billings on contracts (“Unbilled Accounts Receivable”) with the U.S. federal government and with other customers as of April 4, 2014 and January 3, 2014:

	April 4,			January 3,
(In millions)	2014			2014
Accounts receivable:
U.S. federal government	$	329		$	353
Others		1,048			1,040
Total accounts receivable	$	1,377		$	1,393
Unbilled Accounts Receivable:
U.S. federal government	$	902		$	856
Others		881			796
Total		1,783			1,652
Less:  Amounts included in Other long-term assets		(130	)		(131	)
Unbilled Accounts Receivable	$	1,653		$	1,521

As of April 4, 2014 and January 3, 2014, we had one project with accounts receivable balances of $91 million and $82 million, respectively, relating to an outstanding claim.  See Note 12, “Commitments and Contingencies,” for further discussion regarding the Department of Energy (“DOE”) Deactivation, Demolition, and Removal Project.

NOTE 5.  JOINT VENTURES

We analyze all of our joint ventures and classify them into two groups:

·   Joint ventures that must be consolidated either because they are 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 either because they are 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 three months ended April 4, 2014.

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.

9

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(Continued)

Consolidated Joint Ventures

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

	April 4,		January 3,
(In millions)	2014		2014
Cash and cash equivalents	$	78	$	89
Net accounts receivable		208		200
Other current assets		3		3
Noncurrent assets		142		143
Total assets	$	431	$	435
Accounts and subcontractors payable	$	88	$	94
Billings in excess of costs and accrued earnings on contracts		8		15
Accrued expenses and other		41		40
Noncurrent liabilities		13		12
Total liabilities		150		161
Total URS equity		135		128
Noncontrolling interests		146		146
Total owners’ equity		281		274
Total liabilities and owners’ equity	$	431	$	435

Total revenues of the consolidated joint ventures were $221 million and $254 million for the three months ended April 4, 2014 and March 29, 2013, 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.

10

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(Continued)

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
April 4, 2014
Current assets	$	634
Noncurrent assets	$	30
Current liabilities	$	423
Noncurrent liabilities	$	34
January 3, 2014
Current assets	$	616
Noncurrent assets	$	37
Current liabilities	$	433
Noncurrent liabilities	$	7
Three months ended April 4, 2014 (1)
Revenues	$	520
Cost of revenues	$	(468)
Income from continuing operations before tax	$	52
Net income	$	47
Three months ended March 29, 2013 (1)
Revenues	$	547
Cost of revenues	$	(487)
Income from continuing operations before tax	$	60
Net income	$	56

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

We received $19 million and $23 million, respectively, of distributions from unconsolidated joint ventures for the three months ended April 4, 2014 and March 29, 2013.

11

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(Continued)

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 majority of the unconsolidated joint ventures in which we participate involve cost-reimbursable, level-of-effort projects that are accounted for as service-type projects, not engineering and construction projects that would follow the percentage-of-completion or completed-contract accounting method.  Revenues for service-type contracts are recognized in proportion to the number of service activities performed, in proportion to the direct costs of performing the service activities, or evenly across the period of performance, depending upon the nature of the services provided.  The scope of services we provide on these cost-reimbursable contracts are management and operations services for government clients and operations and maintenance services for non-government clients.  We believe that, due to the continual changes we experience in client funding and scope definitions, reliable estimates cannot be calculated because they cannot be reliably predicted.  In addition, we participate in joint ventures in which the level of our participation is so minimal that we do not have access to those joint ventures’ estimates to complete.  The joint ventures where we perform engineering and construction contracts and where we have access to the estimates to complete, which are needed to calculate the performance guarantees, are immaterial.

NOTE 6.  BILLINGS IN EXCESS OF COSTS AND ACCRUED EARNINGS ON CONTRACTS

Billings in excess of costs and accrued earnings on contracts consisted of the following:

	April 4,		January 3,
(In millions)	2014		2014
Billings in excess of costs and accrued earnings on contracts	$	196	$	193
Project-related legal liabilities and other project-related reserves		41		35
Estimated losses on uncompleted contracts		4		5
Total	$	241	$	233

NOTE 7.  INDEBTEDNESS

Indebtedness consisted of the following:

	April 4,		January 3,
(In millions)	2014		2014
Term loan, net of debt issuance costs	$	602	$	602
3.85% Senior Notes (net of discount)		400		400
5.00% Senior Notes (net of discount)		599		599
Revolving line of credit		387		—
Other indebtedness		129		111
Total indebtedness		2,117		1,712
Less:
Current portion of long-term debt		48		45
Long-term debt	$	2,069	$	1,667

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(Continued)

2011 Credit Facility

As of both April 4, 2014 and January 3, 2014, the outstanding balance of the term loan under our senior credit facility (“2011 Credit Facility”) was $605 million.  As of April 4, 2014 and January 3, 2014, the interest rates applicable to the term loan were 1.65% and 1.67%, respectively.  Loans outstanding under our 2011 Credit Facility bear interest, at our option, at the base rate or at 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 April 4, 2014.

As of both April 4, 2014 and January 3, 2014, the estimated fair market value of the term loan under our 2011 Credit Facility was approximately $603 million.  The carrying value of this term loan on our Condensed Consolidated Balance Sheets as of both April 4, 2014 and January 3, 2014 was $605 million, excluding unamortized issuance costs.  The fair value of our term loan as of April 4, 2014 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. The fair value of our term loan as of January 3, 2014 was determined to be at par less issuance fees as the agreement was amended on December 19, 2013 (Level 2).

Senior Notes

On March 15, 2012, URS Corporation, the parent company (“Parent”), and URS Fox US LP (“Fox LP”), a 100% owned subsidiary of Parent issued, in a private placement, $400 million aggregate principal amount of 3.85% Senior Notes due on April 1, 2017 and $600 million aggregate principal amount of 5.00% Senior Notes due on April 1, 2022.  Substantially all of the Senior Notes were exchanged for new Senior Notes registered under the Securities Act of 1933, as amended, as of January 9, 2014 (collectively, the “Senior Notes”).  As of April 4, 2014, the outstanding balance of the Senior Notes was $999 million, net of $1 million of discount.

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 (each a “Guarantee” or, collectively, the “Guarantees”) on a joint-and-several basis by each of our current and future domestic subsidiaries that are guarantors under our 2011 Credit Facility or that are 100% owned domestic obligors or 100% owned domestic guarantors, individually or collectively, under any future indebtedness of our subsidiaries in excess of $100 million (the “Guarantors”).  The Guarantees are the Guarantors’ unsecured senior obligations and rank equally with the Guarantors’ other existing and future unsecured senior indebtedness.

The Guarantee of a Guarantor will, so long as no event of default shall have occurred and be continuing with respect to the Senior Notes, be automatically and unconditionally released and discharged without any action on the part of the trustee or the holders of the Senior Notes:

(a)   with respect to a Guarantor which, individually or together with the Parent’s other domestic subsidiaries, no longer has any indebtedness of borrowed money in excess of $100 million outstanding and no longer guarantees, individually or together with the Parent’s other domestic subsidiaries, any indebtedness in excess of $100 million incurred by the Parent or any of the Parent’s other 100% owned domestic subsidiaries;

(b)   unless the Guarantor is the surviving entity, (i) upon the sale, lease or exchange of all or substantially all of the Guarantor’s assets to any person or entity not an affiliate of the Parent or (ii) upon any sale, exchange or transfer, to any person or entity not an affiliate of the Parent, of all of the Parent’s direct and indirect interest in such Guarantor;

(c)   upon the full and final payment and performance of all obligations under the indenture and the Senior Notes;

(d)   upon liquidation and dissolution of a Guarantor in a transaction that is not prohibited by the indenture; or

(e)   upon legal defeasance, covenant defeasance or satisfaction and discharge of the indenture.

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In addition, the Guarantee of any domestic subsidiary that is a Guarantor will be automatically and unconditionally released and discharged, without any further action required by such Guarantor, the trustee, or the holders of the Senior Notes, if at any time such domestic subsidiary of the Parent that is a Guarantor is no longer a domestic subsidiary of the Parent.

We were in compliance with the covenants of our Senior Notes as of April 4, 2014.

As of April 4, 2014 and January 3, 2014, the estimated fair market values of the Senior Notes were approximately $997 million and $983 million, respectively.  The carrying value of the Senior Notes on our Condensed Consolidated Balance Sheets as of both April 4, 2014 and January 3, 2014 was $1 billion, excluding unamortized discount.  The fair value of the Senior Notes was derived by taking quoted prices of comparable bonds and making an adjustment to reflect our credit to determine the price of the Senior Notes (Level 2) in the trading market and multiplying it by the outstanding balance of the notes.

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 April 4, 2014, we had an outstanding balance of $387 million on our revolving line of credit. We had no outstanding debt balances on our revolving line of credit as of January 3, 2014.  As of April 4, 2014, we had issued $95 million of letters of credit, leaving $518 million available under our revolving credit facility.

Other Indebtedness

Our other indebtedness included notes payable and capital leases for office equipment, computer equipment, furniture, vehicles and automotive equipment, and construction equipment, five-year loan notes, and foreign lines of credit.  As of April 4, 2014 and January 3, 2014, we maintained several credit lines with an aggregate borrowing capacity of $48 million and $51 million, respectively, and had remaining borrowing capacity of $45 million and $49 million, respectively.

NOTE 8.  INCOME TAXES

Our effective income tax ratefor the three months ended April 4, 2014 increased to 39.3% from 32.7% for the three months ended March 29, 2013. The higher rate was attributable to losses incurred in some international entities, primarily Canada, that were non-deductible for income tax purposes.  A portion of these losses were discrete to the first quarter of 2014.

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NOTE 9.  EMPLOYEE RETIREMENT 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 months ended April 4, 2014 and March 29, 2013 were as follows:

	Three Months Ended
	Domestic Plans								Foreign Plans
	April 4,				March 29,				April 4,				March 29,
(In millions)	2014				2013				2014				2013
Service cost		$	2			$	2			$	—			$	—
Interest cost			5				5				6				6
Expected return on plan assets			(6	)			(5	)			(6	)			(6	)
Amortization of:
Net loss			2				4				—				—
Net periodic pension costs		$	3			$	6			$	—			$	—

During the three months ended April 4, 2014, we made cash contributions, including employer-directed benefit payments, of $7 million to our domestic and foreign defined benefit plans.  We expect to make additional cash contributions, including estimated employer-directed benefit payments, of approximately $41 million for the remainder of our 2014 fiscal year.

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NOTE 10.  STOCKHOLDERS' EQUITY

Dividend Program

Our Board of Directors declared the following dividends:

Declaration Date	Dividend Per Share		Record Date	Total Maximum Payment		Payment Date
(In millions, except per share data)
February 28, 2014	$	0.22	March 21, 2014	$	16	April 11, 2014
May 9, 2014	$	0.22	June 20, 2014		NA	July 11, 2014

NA = Not available

Equity Incentive Plan

On March 27, 2014, 1.4 million shares of restricted stock awards and units were granted from our 2008 Plan to our executive officers and other employees.  We recognize stock-based compensation expense for awards with performance conditions if and when it is probable that the performance condition will be achieved.  In the first quarter of 2014, 0.5 million performance-based awards that did not achieve performance requirements were forfeited.

A summary of the status of and changes in our nonvested restricted stock awards and units, according to their contractual terms, as of and for the three months ended April 4, 2014, is presented below:

	Three Months Ended
	April 4, 2014
		Weighted-
	Shares	Average Grant
	(in millions)	Date Fair Value
Nonvested at January 3, 2014	2.8	$	43.66
Granted	1.4	$	46.98
Vested	(0.1)	$	46.89
Forfeited	(0.6)	$	42.84
Nonvested at April 4, 2014	3.5	$	44.53

Stock Repurchase Program

For fiscal years 2012 and 2013, the number of shares authorized for repurchase under the repurchase program was 3.0 million shares, plus the number of shares equal to the difference between the number of shares authorized to be repurchased in the prior year and the actual number of shares repurchased during the prior year, not to exceed 6.0 million shares in aggregate.  In February 2014, our Board of Directors approved a modification of our stock repurchase program to allow for the repurchase of up to 12.0 million shares of our common stock in fiscal year 2014.  The Board of Directors may modify, suspend, extend or terminate the program at any time.

The following table summarizes our stock repurchase activities for the three months ended April 4, 2014 and March 29, 2013:

	Three Months Ended
	April 4,			March 29,
(In millions, except average price paid per share)	2014			2013
Common stock repurchase shares			5.7			1.0
Average price paid per share		$	46.45		$	42.96
Cost of common stock repurchased		$	266		$	45

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NOTE 11.  SEGMENT AND RELATED INFORMATION

We operate our business through the following four segments:

·   Our 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.

·   Our Federal Services Division provides services to a wide variety of U.S. federal government agencies, as well as to national governments in other countries.  This includes program management, planning, design, engineering, systems engineering and technical assistance, construction and construction management, operations and maintenance, management and operations, IT, and decommissioning and closure services.

·   Our Energy & ConstructionDivision provides program management, planning, design, engineering, construction and construction management, operations and maintenance, and decommissioning and closure services to private sector clients as well as federal, state, and local government agencies.

·   Our Oil & Gas Division provides services to oil and gas industry clients throughout the U.S. and Canada.  This includes oilfield services, such as rig transportation and fluid hauling; oil and gas production services, including mechanical, electrical and instrumentation services; pipeline and facility construction; module fabrication; and maintenance services.

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 fiscal year ended January 3, 2014.  The information disclosed in our condensed consolidated financial statements is based on the four segments that compose our current organizational structure.

Effective with the beginning of our fiscal year 2014, we realigned our Global Management and Operations Services Group, which was a component of our Energy & Construction Division in fiscal year 2013, under the operations and management of our Federal Services Division.  The realignment of this group consolidates the majority of our business with U.S. federal government agencies and national governments outside the U.S in our Federal Services Division.  We also realigned a portion of our facility construction, process engineering, and operations and maintenance services to the oil and gas industry among our Oil & Gas, Infrastructure & Environment, and Energy & Construction Divisions.  These changes, which restructured elements of our oil and gas business from an organization based on legacy acquisitions to one based on service, are designed to improve our ability to provide integrated services to our oil and gas clients.  To reflect these realignments, we have revised the prior year amounts to conform to our current year presentation.

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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
	April 4,			March 29,
(In millions)	2014			2013
Revenues
Infrastructure & Environment	$	850		$	898
Federal Services		649			907
Energy & Construction		544			538
Oil & Gas		514			508
Inter-segment, eliminations and other		(20	)		(48	)
Total revenues	$	2,537		$	2,803
Equity in income of unconsolidated joint ventures
Infrastructure & Environment	$	—		$	1
Federal Services		19			21
Energy & Construction		1			2
Oil & Gas		(1	)		—
Total equity in income of unconsolidated joint ventures	$	19		$	24
URS operating income (1)
Infrastructure & Environment	$	36		$	40
Federal Services		48			104
Energy & Construction		2			8
Oil & Gas		11			9
Corporate (2)		(22	)		(23	)
Total URS operating income	$	75		$	138
Operating income
Infrastructure & Environment	$	36		$	40
Federal Services		57			115
Energy & Construction		5			12
Oil & Gas		11			9
Corporate (2)		(22	)		(23	)
Total operating income	$	87		$	153
Depreciation and amortization
Infrastructure & Environment	$	12		$	13
Federal Services		11			11
Energy & Construction		9			11
Oil & Gas		26			31
Corporate		2			2
Total depreciation and amortization	$	60		$	68

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

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

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Reconciliations of URS operating income by segment to segment operating income for the three months ended April 4, 2014 and March 29, 2013 were as follows:

	Three Months Ended April 4, 2014
	Infrastructure						Energy			Oil
	&			Federal			&			&
(In millions)	Environment			Services			Construction			Gas			Corporate				Consolidated
URS operating income		$	36		$	48		$	2		$	11		$	(22	)		$	75
Noncontrolling interests			—			9			3			—			—				12
Operating income		$	36		$	57		$	5		$	11		$	(22	)		$	87

	Three Months Ended March 29, 2013
	Infrastructure						Energy			Oil
	&			Federal			&			&
(In millions)	Environment			Services			Construction			Gas			Corporate				Consolidated
URS operating income		$	40		$	104		$	8		$	9		$	(23	)		$	138
Noncontrolling interests			—			11			4			—			—				15
Operating income		$	40		$	115		$	12		$	9		$	(23	)		$	153

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

	April 4,		January 3,
(In millions)	2014		2014
Infrastructure & Environment	$	8	$	8
Federal Services		94		95
Energy & Construction		22		21
Oil & Gas		115		121
Total investments in and advances to unconsolidated joint ventures	$	239	$	245
Infrastructure & Environment	$	139	$	136
Federal Services		38		39
Energy & Construction		51		53
Oil & Gas		340		351
Corporate		29		29
Total property and equipment, net of accumulated depreciation	$	597	$	608

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Total assets by segment were as follows:

	April 4,		January 3,
(In millions)	2014		2014
Infrastructure & Environment	$	2,122	$	2,119
Federal Services		2,765		2,728
Energy & Construction		2,125		2,129
Oil & Gas		1,525		1,485
Corporate		192		257
Total assets (1)	$	8,729	$	8,718

(1)   Total assets by segments, as of April 4, 2014 and January 3, 2014, include inter-segment transfers of goodwill as a result of the realignment of our businesses.  Approximately $566 million of goodwill related to our Global Management and Operations Services Group was transferred from the Energy & Construction Division to the Federal Services Division.  The realignment of the other businesses did not have a material impact to the transfer of goodwill between segments.

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 the 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.

Our revenues from the U.S. Army and DOE by division for the three months ended April 4, 2014 and March 29, 2013 are presented below:

	Three Months Ended
	April 4,			March 29,
(In millions, except percentages)	2014			2013
The U.S. Army (1)
Infrastructure & Environment	$	33		$	33
Federal Services		175			388
Energy & Construction		38			25
Total U.S. Army	$	246		$	446
Revenues from the U.S. Army as a percentage of our consolidated revenues		10	%		16	%
DOE
Infrastructure & Environment	$	1		$	1
Federal Services		185			211
Energy & Construction		1			—
Total DOE	$	187		$	212
Revenues from DOE as a percentage of our consolidated revenues		7	%		8	%
Revenues from the federal market sector as a percentage of our consolidated revenues		30	%		38	%

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

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NOTE 12.  COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we and our affiliates are subject to various disputes, audits, investigations and legal proceedings.  Additionally, as a government contractor, we are subject to audits, investigations, and claims with respect to our contract performance, pricing, costs, cost allocations, and procurement practices.  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, Inc., a Delaware company (“WGI Delaware”), our wholly owned subsidiary, was notified by the Department of Justice that the federal government was considering civil litigation against WGI Delaware for potential violations of the U.S. Agency for International Development (“USAID”) source, origin, and nationality regulations in connection with five of WGI Delaware’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 Delaware, 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 (including doubling and trebling of damages) for violations of the statutes as well as a refund of the approximately $373 million paid to WGI Delaware under the specified contracts.  WGI Delaware has denied any liability in the action and contests the federal government’s damage allegations and its entitlement to recovery.  All USAID projects under the contracts have been completed and are fully operational.

In March 2005, WGI Delaware filed motions in Idaho District Court and the United States Bankruptcy Court in Nevada contending that the federal government’s Idaho action is barred under the plan of reorganization approved by the Bankruptcy Court in 2002 when WGI Delaware emerged from bankruptcy protection.  In 2006, the Idaho action was stayed pending the bankruptcy-related proceedings.  On April 24, 2012, the Bankruptcy Court ruled that the bulk of the federal government’s claims under the False Claims and the Federal Foreign Assistance Acts are not barred.  On November 7, 2012, WGI Delaware appealed the Bankruptcy Court’s decision to the Ninth Circuit Bankruptcy Appellate Panel.  On August 2, 2013, the Appellate Panel affirmed the Bankruptcy Court’s decision.  On September 26, 2013, WGI Delaware appealed the Appellate Panel’s decision to the United States Ninth Circuit Court of Appeals.

WGI Delaware intends to continue to defend this matter vigorously; however, WGI Delaware 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 the limited discovery that has been conducted to-date in the Idaho 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 overall age of this matter, as well as a number of additional factors.  Accordingly, no amounts have been accrued for the federal government claims in the Idaho action.

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·   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.  Fifty-nine personal injury and property damage class action lawsuits were filed in Louisiana State and federal court against several defendants, including WGI Ohio, seeking $200 billion in damages plus attorneys’ fees and costs.  Plaintiffs are residents and property owners who claim to have incurred damages from the breach and failure of the hurricane protection levees and floodwalls in the wake of Hurricane Katrina.

All 59 lawsuits were pleaded as class actions but none have yet been certified as class actions.  Along with WGI Ohio, the U.S. Army Corps of Engineers, the Board for the Orleans Levee District, and its insurer, St. Paul Fire and Marine Insurance Company were also named as defendants.  At this time WGI Ohio and the Army Corps of Engineers are the remaining defendants.  These 59 lawsuits, along with other hurricane-related cases not involving WGI Ohio, were consolidated in the United States District Court for the Eastern District of Louisiana (“District Court”).

Plaintiffs allege that defendants were negligent in their design, construction and/or maintenance of the New Orleans levees.  Specifically, as to WGI Ohio, plaintiffs allege that work WGI Ohio performed adjacent to the Industrial Canal damaged the levee and floodwall, causing or contributing to breaches and flooding.  WGI Ohio did not design, construct, repair or maintain any of the levees or the floodwalls that failed during or after Hurricane Katrina.  Rather, WGI Ohio performed work adjacent to the Industrial Canal as a contractor for the federal government.

WGI Ohio filed a motion for summary judgment, seeking dismissal on grounds that government contractors are immune from liability.  On December 15, 2008, the District Court granted WGI Ohio’s motion for summary judgment, but several plaintiffs appealed that decision to the United States Fifth Circuit Court of Appeals on April 27, 2009.  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 decided that the government contractor immunity defense would not be available to WGI Ohio at trial, but would be an issue for appeal.  Five of the cases were tried in District Court from September 12, 2012 through October 3, 2012.  On April 12, 2013, the District Court ruled in favor of WGI Ohio and the Army Corps of Engineers, finding that the five plaintiffs failed to prove that WGI Ohio’s or the Army Corps of Engineers’ actions caused the failure of the Industrial Canal floodwall during Hurricane Katrina.  On July 1, 2013, WGI Ohio filed a motion for summary judgment in District Court to dismiss all other related cases as a result of the District Court’s April 2013 decision.  On December 20, 2013, the District Court dismissed the majority of the lawsuits and the remainder of the outstanding claims is being transferred to the District Court for final judgment of dismissal.

WGI Ohio intends to continue to defend these matters vigorously until all claims are dismissed; 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 likelihood of an appeal; 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.

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·   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 February 2011, WGI Ohio and the DOE executed a Task Order Modification that changed some cost-reimbursable contract provisions to at-risk.  The Task Order Modification, including subsequent amendments, requires the DOE to pay all project costs up to $106 million, requires WGI Ohio and the DOE to equally share in all project costs incurred from $106 million to $146 million, and requires WGI Ohio to pay all project costs exceeding $146 million.  In addition, in September 2011, WGI Ohio voluntarily paid a civil penalty related to the contamination incident.  Through April 4, 2014, WGI Ohio has incurred total project costs of $271 million.

Due to unanticipated requirements and permitting delays by federal and state agencies, as well as delays and related ground stabilization activities caused by Hurricane Irene, WGI Ohio has been required to perform work outside the scope of the Task Order Modification.  In April 2013, WGI Ohio submitted claims against the DOE pursuant to the Contracts Disputes Acts seeking recovery of $118 million in unfunded requests for equitable adjustments (“REAs”), including additional fees on expanded work scope.  Through April 4, 2014, the DOE has approved one of the REAs for $1 million and has authorized $32 million of additional funding primarily related to the hurricane-caused impacts.  As of April 4, 2014, WGI Ohio has recorded $91 million in accounts receivable for project costs incurred to date in excess of the DOE contracted amount that may not be collected unless and until the claims are favorably resolved.  In addition, due to continuing delays and disagreements about the responsibilities for the scope of the remaining project completion costs, WGI Ohio is unable to determine its portion of the remaining project completion costs, which may exceed $300 million.

WGI Ohio can provide no certainty that it will recover the $118 million in submitted DOE claims and fees incurred through April 2013 related to REAs, hurricane-caused work or other directed changes, as well as any other project costs after April 2013 that WGI Ohio is obligated to incur including the remaining project completion costs, which could negatively impact our future results of operations.

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·   Bolivian Mine Services Agreement:  In 2009, a mine service agreement performed by our wholly owned subsidiary, 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.  Subsequently, 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 (“ICC”) asserting claims up to $53 million.  Washington Group Bolivia brought a $50 million counterclaim on August 3, 2012 against the mine owner asserting claims of wrongful termination and lost productivity.  Arbitration on the mine owner’s claims and Washington Group Bolivia’s counterclaims commenced before the ICC.  In the course of the arbitration proceedings, the mine owner reduced its claims to approximately $32 million, while Washington Group Bolivia refined its counterclaim amount to not more than $63 million.  On August 9, 2013, an $11 million ICC arbitration tribunal award was issued against Washington Group Bolivia and, on September 5, 2013, the mine owner petitioned the United States District Court of Colorado to confirm the ICC arbitration award.  On October 1, 2013, Washington Group Bolivia filed a cross motion to partially vacate the ICC arbitration award in the District Court of Colorado.  On February 3, 2014, the District Court of Colorado entered judgment confirming the ICC arbitration award and denied Washington Group Bolivia’s motion to partially vacate the award.  Washington Group Bolivia has paid the award, and a satisfaction of judgment was filed by the mine owner with the Court on February 25, 2014.

We have accrued an estimated probable loss of $11 million related to this matter; however, we expect the loss to be recoverable under our insurance program.

·   Canadian Pipeline Contract:  In January 2010, a pipeline owner filed an action in the Court of Queen’s Bench of Alberta, Canada against Flint Energy Services Ltd. (“Flint”), a company we acquired 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, design services, construction services, and other work, causing damage to and abandonment of the line.  The pipeline owner alleges it has suffered approximately C$85 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 co-defendants 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 and the resolution of this matter cannot be determined at this time primarily due to the early stage of the discovery; 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 the customer may present against all or some of the defendants.

The resolution of outstanding claims and legal proceedings is subject to inherent uncertainty, and it is reasonably possible that any resolution of these claims and legal proceedings could have a material adverse effect on us, including a substantial charge to our earnings and operating results for that period; however, an estimate of all the reasonably possible losses cannot be determined at this time.

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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, aviation liability, management liability, and contractor’s pollution liability (in addition to other policies for specific projects).  We have also elected to retain a portion of the losses that occur through the use of various deductibles, limits, and self-insured retentions under our insurance programs.  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 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 April 4, 2014, we had the following guarantee obligations and commitments:

We have agreed to indemnify one of our joint venture partners up to $25 million for any potential losses, damages, and liabilities associated with lawsuits in relation to general and administrative services we provide to the joint venture.

As of April 4, 2014, we had $48 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.

NOTE 13.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION

On March 15, 2012, the Parent and Fox LP issued the Senior Notes.  See Note 7, “Indebtedness,” for more information.

Consistent with the arrangement between Parent and Fox LP, $299 million and $700 million of the Senior Notes are included in the liabilities of Parent and Fox LP, respectively, as of both April 4, 2014 and January 3, 2014.

25

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(Continued)

The following is our condensed consolidating financial information, segregating the issuers, guarantor subsidiaries and non-guarantor subsidiaries, as of April 4, 2014 and January 3, 2014, and for the three months ended April 4, 2014 and March 29, 2013.

	CONDENSED CONSOLIDATING BALANCE SHEET – UNAUDITED
	As of April 4, 2014
(in millions)	Issuer Parent			Issuer Fox LP			Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	61		$	—		$	37		$	190		$	(57	)	$	231
Accounts receivable, including retentions		—			—			744			641			(8	)		1,377
Costs and accrued earnings in excess of billings on contracts		—			—			1,051			607			(5	)		1,653
Less receivable allowances		—			—			(23	)		(31	)		—			(54	)
Net accounts receivable		—			—			1,772			1,217			(13	)		2,976
Intercompany accounts receivable		315			22			2,120			425			(2,882	)		—
Other current assets		25			—			131			114			(25	)		245
Total current assets		401			22			4,060			1,946			(2,977	)		3,452
Investments in and advances to subsidiaries and unconsolidated joint ventures		5,490			60			1,454			179			(6,944	)		239
Property and equipment, net		29			—			167			401			—			597
Intangible assets, net		—			—			218			323			—			541
Goodwill		—			—			2,230			1,463			—			3,693
Other long-term assets		18			—			106			86			(3	)		207
Total assets	$	5,938		$	82		$	8,235		$	4,398		$	(9,924	)	$	8,729
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	3		$	—		$	18		$	27		$	—		$	48
Accounts payable and subcontractors payable, including retentions		5			—			377			313			(73	)		622
Accrued salaries and employee benefits		35			—			289			149			—			473
Billings in excess of costs and accrued earnings on contracts		—			—			124			117			—			241
Intercompany accounts payable		1,452			—			1,079			351			(2,882	)		—
Short-term intercompany notes payable		66			—			21			131			(218	)		—
Other current liabilities		58			—			282			18			(22	)		336
Total current liabilities		1,619			—			2,190			1,106			(3,195	)		1,720
Long-term debt		1,168			700			39			162			—			2,069
Deferred tax liabilities		—			—			371			74			(3	)		442
Self-insurance reserves		—			—			11			115			—			126
Pension and post-retirement benefit obligations		—			—			121			161			—			282
Long-term intercompany notes payable		—			—			566			1,256			(1,822	)		—
Other long-term liabilities		2			—			90			33			—			125
Total liabilities		2,789			700			3,388			2,907			(5,020	)		4,764
URS stockholders' equity		3,819			22			5,490			1,432			(6,944	)		3,819
Intercompany notes receivable		(670	)		(640	)		(643	)		(87	)		2,040			—
Total URS stockholders' equity		3,149			(618	)		4,847			1,345			(4,904	)		3,819
Noncontrolling interests		—			—			—			146			—			146
Total stockholders' equity		3,149			(618	)		4,847			1,491			(4,904	)		3,965
Total liabilities and stockholders' equity	$	5,938		$	82		$	8,235		$	4,398		$	(9,924	)	$	8,729

26

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(Continued)

	CONDENSED CONSOLIDATING BALANCE SHEET - UNAUDITED
	As of January 3, 2014
(in millions)	Issuer Parent			Issuer Fox LP			Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	107		$	—		$	20		$	205		$	(48	)	$	284
Accounts receivable, including retentions		—			—			815			590			(12	)		1,393
Costs and accrued earnings in excess of billings on contracts		—			—			980			547			(6	)		1,521
Less receivable allowances		—			—			(30	)		(35	)		—			(65	)
Net accounts receivable		—			—			1,765			1,102			(18	)		2,849
Intercompany accounts receivable		440			19			2,439			422			(3,320	)		—
Other current assets		42			—			108			118			(10	)		258
Total current assets		589			19			4,332			1,847			(3,396	)		3,391
Investments in and advances to subsidiaries and unconsolidated joint ventures		5,731			52			1,488			192			(7,218	)		245
Property and equipment, net		29			—			166			413			—			608
Intangible assets, net		—			—			229			341			—			570
Goodwill		—			—			2,230			1,466			—			3,696
Other long-term assets		19			—			106			87			(4	)		208
Total assets	$	6,368		$	71		$	8,551		$	4,346		$	(10,618	)	$	8,718
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	2		$	—		$	16		$	27		$	—		$	45
Accounts payable and subcontractors payable, including retentions		3			—			421			331			(67	)		688
Accrued salaries and employee benefits		34			—			345			128			—			507
Billings in excess of costs and accrued earnings on contracts		—			—			126			107			—			233
Intercompany accounts payable		1,952			—			1,052			316			(3,320	)		—
Short-term intercompany notes payable		66			—			21			189			(276	)		—
Other current liabilities		50			9			277			40			(10	)		366
Total current liabilities		2,107			9			2,258			1,138			(3,673	)		1,839
Long-term debt		907			700			28			32			—			1,667
Deferred tax liabilities		—			—			371			76			(3	)		444
Self-insurance reserves		—			—			11			116			—			127
Pension and post-retirement benefit obligations		—			—			124			162			—			286
Long-term intercompany notes payable		—			—			564			1,263			(1,827	)		—
Other long-term liabilities		3			—			94			31			—			128
Total liabilities		3,017			709			3,450			2,818			(5,503	)		4,491
URS stockholders' equity		4,081			19			5,731			1,468			(7,218	)		4,081
Intercompany notes receivable		(730	)		(657	)		(630	)		(86	)		2,103			—
Total URS stockholders' equity		3,351			(638	)		5,101			1,382			(5,115	)		4,081
Noncontrolling interests		—			—			—			146			—			146
Total stockholders' equity		3,351			(638	)		5,101			1,528			(5,115	)		4,227
Total liabilities and    stockholders' equity	$	6,368		$	71		$	8,551		$	4,346		$	(10,618	)	$	8,718

27

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(Continued)

	CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS – UNAUDITED
	For the Three Months Ended April 4, 2014
(in millions)	Issuer Parent			Issuer Fox LP			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues	$	—		$	—		$	1,463		$	1,136		$	(62	)	$	2,537
Cost of revenues		—			—			(1,397	)		(1,112	)		62			(2,447	)
General and administrative expenses		(23	)		—			—			1			—			(22	)
Equity in income (loss) in subsidiaries		23			8			(11	)		(5	)		(15	)		—
Equity in income of unconsolidated joint ventures		—			—			2			17			—			19
Intercompany royalty and general and administrative charges		34			—			(25	)		(9	)		—			—
Operating income (loss)		34			8			32			28			(15	)		87
Interest expense		(7	)		(9	)		—			(2	)		—			(18	)
Intercompany interest income		2			1			9			1			(13	)		—
Intercompany interest expense		(1	)		—			(2	)		(10	)		13			—
Other expenses		—			—			—			(4	)		—			(4	)
Income (loss) before income taxes		28			—			39			13			(15	)		65
Income tax benefit (expense)		(1	)		3			(16	)		(12	)		—			(26	)
Net income (loss) including noncontrolling interests		27			3			23			1			(15	)		39
Noncontrolling interests in income of consolidated subsidiaries		—			—			—			(12	)		—			(12	)
Net income (loss) attributable to URS	$	27		$	3		$	23		$	(11	)	$	(15	)	$	27
Comprehensive income (loss) attributable to URS	$	11		$	3		$	9		$	(28	)	$	16		$	11

28

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(Continued)

	CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS – UNAUDITED
	For the Three Months Ended March 29, 2013
(in millions)	Issuer Parent			Issuer Fox LP			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues	$	—		$	—		$	1,723		$	1,160		$	(80	)	$	2,803
Cost of revenues		—			—			(1,598	)		(1,133	)		80			(2,651	)
General and administrative expenses		(22	)		—			—			(1	)		—			(23	)
Equity in income (loss) in subsidiaries		66			8			4			(5	)		(73	)		—
Equity in income of unconsolidated joint ventures		—			—			3			21			—			24
Intercompany royalty and general and administrative charges		37			—			(33	)		(4	)		—			—
Operating income (loss)		81			8			99			38			(73	)		153
Interest expense		(8	)		(8	)		—			(5	)		—			(21	)
Intercompany interest income		3			1			9			—			(13	)		—
Intercompany interest expense		—			—			(3	)		(10	)		13			—
Other expenses		—			—			—			(3	)		—			(3	)
Income (loss) before income taxes		76			1			105			20			(73	)		129
Income tax benefit (expense)		(4	)		2			(39	)		(1	)		—			(42	)
Net income (loss) including noncontrolling interests		72			3			66			19			(73	)		87
Noncontrolling interests in income of consolidated subsidiaries		—			—			—			(15	)		—			(15	)
Net income (loss) attributable to URS	$	72		$	3		$	66		$	4		$	(73	)	$	72
Comprehensive income (loss) attributable to URS	$	40		$	3		$	36		$	(33	)	$	(6	)	$	40

29

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(Continued)

	CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS – UNAUDITED
	For the Three Months Ended April 4, 2014
(in millions)	Issuer Parent			Issuer Fox LP			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net cash from operating activities	$	5		$	(15	)	$	(13	)	$	(100	)	$	(9	)	$	(132	)
Cash flows from investing activities:
Proceeds from disposal of property and equipment		—			—			—			4			—			4
Changes in restricted cash		—			—			—			1			—			1
Capital expenditures, less equipment purchased through capital leases and equipment notes		(1	)		—			(6	)		(8	)		—			(15	)
Other intercompany investing activities		50			17			22			21			(110	)		—
Net cash from investing activities		49			17			16			18			(110	)		(10	)
Cash flows from financing activities:
Payments on long-term debt		—			—			7			(9	)		—			(2	)
Borrowings from revolving line of credit		360			—			—			136			—			496
Payments on revolving line of credit		(100	)		—			—			(9	)		—			(109	)
Net payments on other indebtedness		(1	)		—			5			(9	)		—			(5	)
Net change in overdrafts		—			—			—			2			—			2
Proceeds from employee stock purchases and exercises of stock options		1			—			—			—			—			1
Distributions to noncontrolling interests		—			—			—			(14	)		—			(14	)
Dividends paid		(15	)		—			—			—			—			(15	)
Repurchases of common stock		(266	)		—			—			—			—			(266	)
Other intercompany financing activities		(79	)		(2	)		2			(31	)		110			—
Net cash from financing activities		(100	)		(2	)		14			66			110			88
Net change in cash and cash equivalents		(46	)		—			17			(16	)		(9	)		(54	)
Effect of foreign exchange rate changes on cash and cash equivalents		—			—			—			1			—			1
Cash and cash equivalents at beginning of period		107			—			20			205			(48	)		284
Cash and cash equivalents at end of period	$	61		$	—		$	37		$	190		$	(57	)	$	231

30

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(Continued)

	CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS – UNAUDITED
	For the Three Months Ended March 29, 2013
(in millions)	Issuer Parent			Issuer Fox LP		Guarantors			Non- Guarantors			Eliminations			Consolidated
Net cash from operating activities	$	26		$	—	$	46		$	(21	)	$	(1	)	$	50
Cash flows from investing activities:
Proceeds from disposal of property and equipment		—			—		—			3			—			3
Changes in restricted cash		—			—		—			2			—			2
Capital expenditures, less equipment purchased through capital leases and equipment notes		(2	)		—		(7	)		(16	)		—			(25	)
Other intercompany investing activities		80			—		5			(20	)		(65	)		—
Net cash from investing activities		78			—		(2	)		(31	)		(65	)		(20	)
Cash flows from financing activities:
Payments on long-term debt		—			—		(1	)		—			—			(1	)
Borrowings from revolving line of credit		255			—		—			—			—			255
Payments on revolving line of credit		(195	)		—		—			(40	)		—			(235	)
Net payments on other indebtedness		—			—		(3	)		(4	)		—			(7	)
Net change in overdrafts		—			—		3			3			(37	)		(31	)
Proceeds from employee stock purchases and exercises of stock options		6			—		—			—			—			6
Distributions to noncontrolling interests		—			—		—			(15	)		—			(15	)
Dividends paid		(15	)		—		—			—			—			(15	)
Repurchases of common stock		(45	)		—		—			—			—			(45	)
Other intercompany financing activities		(75	)		—		(47	)		57			65			—
Net cash from financing activities		(69	)		—		(48	)		1			28			(88	)
Net change in cash and cash equivalents		35			—		(4	)		(51	)		(38	)		(58	)
Effect of foreign exchange rate changes on cash and cash equivalents		—			—		—			(8	)		—			(8	)
Cash and cash equivalents at beginning of period		14			—		17			286			(2	)		315
Cash and cash equivalents at end of period	$	49		$	—	$	13		$	227		$	(40	)	$	249

31

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 48; the condensed consolidated financial statements and notes thereto contained in Part I – Item 1, “Financial Statements;” and Part I – Item 1A, “Risk Factors,” included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2014.

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.  In addition to these services, we also provide systems engineering and technical assistance, management and operations, and information technology services to our United States (“U.S.”) federal government clients.  With more than 50,000 employees in a global network of offices in nearly 50 countries, we provide services for federal, infrastructure, oil and gas, power and industrial programs and projects.

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 small add-on acquisitions to complement our technical capabilities or enable us to serve new geographic regions.

Reporting Segments

We 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.  We report our financial results on both a consolidated basis and for our four reporting segments.

Effective with the beginning of our fiscal year 2014, we realigned our Global Management and Operations Services Group, which was a component of our Energy & Construction Division in fiscal year 2013, under the operations and management of our Federal Services Division.  The realignment of this group consolidates the majority of our business with U.S. federal government agencies and national governments outside the U.S in our Federal Services Division.  We also realigned a portion of our facility construction, process engineering, and operations and maintenance services to the oil and gas industry among our Oil & Gas, Infrastructure & Environment, and Energy & Construction Divisions.  These changes, which restructured elements of our oil and gas business from an organization based on legacy acquisitions to one based on service are designed to improve our ability to provide integrated services to our oil and gas clients.  To reflect these realignments, we have revised the prior year amounts to conform to our current year presentation.

32

Market Sectors

The table below summarizes the primary market sectors served by our four divisions for the three months ended April 4, 2014.

Market Sector	Division
	Infrastructure & Environment	Federal Services	Energy & Construction	Oil & Gas
Federal	ü	ü	—	—
Infrastructure	ü	—	ü	—
Oil and 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 and develop new 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.

OVERVIEW AND BUSINESS TRENDS

Results for the Three Months Ended April 4, 2014

Consolidated revenuesfor the three months ended April 4, 2014 were $2.5 billion, a decrease of $266 million, or 9.5%, compared to revenues for the three months ended March 29, 2013.  The decrease reflects a decline in revenues in the federal market sector, resulting from the wind down of four large contracts involving the destruction of chemical weapons at Chemical Demilitarization sites, as well as an overall decline in spending by U.S. federal government agencies.  We also experienced a decline in work in the oil and gas market sector, primarily due to the completion of a large facility construction project in the Canadian oil sands that has not been replaced by a comparable project.  These declines were partially offset by increased activity in the infrastructure and power market sectors, while revenues in the industrial market sector were essentially flat compared to the same period last year.

Net income attributable to URS was $27 million for the three months ended April 4, 2014 compared with net income attributable to URS of $72 million for the three months ended March 29, 2013, a decrease of 62.5%.  In addition to factors described above impacting revenues and operating income, our net income for the three months ended April 4, 2014 was also negatively affected by the higher rate attributable to an increase in losses incurred in certain contracting entities  in foreign jurisdictions, primarily Canada, which, under local tax laws, cannot be offset against income recognized in other entities.

33

Cash Flows

For the three months ended April 4, 2014, we used $132 million in net cash from operations.  Cash flows from operations decreased by $182 million for the three months ended April 4, 2014 compared with the same period in 2013.  This decrease was primarily due to the timing of billings, collections and advance payments from clients on accounts receivable and the timing of vendor and subcontractor payments.  This decrease was partially offset by the reduction of employee incentive compensation payments.

We borrowed $387 million on our revolving line of credit and used $266 million to repurchase shares of our common stock during the first quarter of 2014.  In addition, we paid $15 million of cash dividends for the three months ended April 4, 2014.

Book of Business

As of both April 4, 2014 and January 3, 2014, our total book of business was $23 billion.

Business Trends

It is difficult to predict the impact of the continuing global economic weakness on our business or to forecast business trends accurately.  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 48 and Part I – Item 1A, “Risk Factors,” included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2014.

In the federal market sector, due to U.S. federal budget cuts, we expect to continue experiencing delays in procurement decisions, project cancellations and reductions in spending on some existing contracts.  The Bipartisan Budget Act of 2013, which was passed in January 2014, establishes discretionary spending levels for the federal government’s 2014 and 2015 fiscal years.  However, if Congress is unable to reach a budget agreement beyond 2015, we could face further government shutdowns and increasing budget cuts as a result of sequestration in the future.  Any significant reduction in federal government spending could reduce the demand for the services we provide to the DOD and other federal agencies, and result in the cancellation or delay of existing projects, as well as potential projects in our book of business.

We have multiple contracts to manage the destruction of chemical agents and weapons at various DOD chemical demilitarization facilities, including at the Umatilla Chemical Depot, the Tooele Chemical Agent Disposal Facility, the Pine Bluff Arsenal, the Anniston Army Depot, the Blue Grass Army Depot and Pueblo Chemical Depot.  Revenues and operating income from the various chemical demilitarization contracts were, collectively, $648 million and $213 million, respectively, for the year ended January 3, 2014 and $89 million and $23 million, respectively, for the quarter ended April 4, 2014.  These amounts primarily reflect accelerated incentive awards at several project facilities as a result of our achievement of early completion milestones.  Because we have met numerous early completion milestones at four of the project facilities, these sites are in the closure phase.  While we expect to continue generating revenues and operating income from these projects in the future, we anticipate that these amounts will decline as the projects approach final completion.  We estimate that revenues and operating income from these projects will decrease by over 50% in 2014 as compared to 2013.

In the infrastructure market sector, as a result of increased tax revenues and improved budgets, many states are moving forward with additional funding for infrastructure improvement programs, although some states continue to experience budget challenges.

In the oil and gas market sector, we may continue to be affected by a slowdown in project activity due to continued low natural gas prices and limited pipeline capacity for oil produced in the Canadian oil sands.

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We also expect that stagnant demand for power and lower plant utilization rates will continue to limit spending on the development of new fossil and nuclear plants in the power market sector.  In addition, the shift from the development of coal-fired power generating facilities to natural gas, and challenges to the implementation of new emission control regulations, have resulted, and could continue to result, in lower demand for the air quality control services we provide to utilities.

We have experienced an increase in the number of fixed-price contract opportunities, particularly among clients in the federal, power, infrastructure, and oil and gas market sectors.  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 that may reduce our profit margins on future federal contracts.  Our public and private sector clients are increasingly using indefinite delivery contracts (“IDCs”) that require us to engage in a competitive procurement process before any task orders are issued as compared to traditional award contracts.

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.

Seasonality

Our revenues typically are lower during the holidays 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, our business is affected by seasonal weather conditions that may cause some of our offices and projects to close or reduce activities temporarily.

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.

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.  Option years 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.

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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.

The following tables summarize, by division and market sector, our book of business as of those dates:

(In millions)	Infrastructure & Environment		Federal Services		Energy & Construction		Oil & Gas		Total
As of April 4, 2014
Backlog	$	3,079	$	4,213	$	3,392	$	494	$	11,178
Option years		143		3,932		76		—		4,151
Indefinite delivery contracts		3,002		3,400		136		1,127		7,665
Total book of business	$	6,224	$	11,545	$	3,604	$	1,621	$	22,994
As of January 3, 2014
Backlog	$	2,851	$	4,284	$	3,705	$	462	$	11,302
Option years		146		3,734		76		—		3,956
Indefinite delivery contracts		3,081		3,150		131		1,187		7,549
Total book of business	$	6,078	$	11,168	$	3,912	$	1,649	$	22,807

	April 4,		January 3,
(In millions)	2014		2014
Backlog by market sector:
Federal	$	4,820	$	4,891
Infrastructure		2,745		2,683
Oil and Gas		1,123		1,102
Power		1,245		1,339
Industrial		1,245		1,287
Total backlog	$	11,178	$	11,302

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CONSOLIDATED REVENUES BY MARKET SECTOR

The Three Months Ended April 4, 2014 Compared with the Three Months Ended March 29, 2013

	Three Months Ended
											Percentage
	April 4,			March 29,			Increase				Increase
(In millions, except percentages)	2014			2013			(Decrease)				(Decrease)
Revenues by Market Sector:
Federal		$	750		$	1,068		$	(318	)		(29.8	%)
Infrastructure			490			436			54			12.4	%
Oil and Gas			758			803			(45	)		(5.6	%)
Power			260			214			46			21.5	%
Industrial			279			282			(3	)		(1.1	%)
Total revenues, net of eliminations		$	2,537		$	2,803		$	(266	)		(9.5	%)

Consolidated Revenues by Market Sectors

Our consolidated revenues for the three months ended April 4, 2014 were $2.5 billion, a decrease of $266 million, or 9.5%, compared with the three months ended March 29, 2013.  See the discussion of revenues by market sector below for more detail.

Federal

	Three Months Ended
											Percentage
	April 4,			March 29,			Increase				Increase
(In millions, except percentages)	2014			2013			(Decrease)				(Decrease)
Federal Market Sector:
Infrastructure & Environment		$	99		$	163		$	(64	)		(39.3	%)
Federal Services			647			902			(255	)		(28.3	%)
Energy & Construction			3			3			—			0.0	%
Oil & Gas			1			—			1			—
Federal total		$	750		$	1,068		$	(318	)		(29.8	%)

Consolidated revenues from our federal market sector for the three months ended April 4, 2014 declined compared with the three months ended March 29, 2013.  Revenues associated with our chemical agent demilitarization program declined from $252 million for the quarter ended March 29, 2013 to $89 million for the quarter ended April 4, 2014.  The decline was primarily due to decreased activity on contracts to manage the destruction of chemical weapons at chemical agent disposal facilities in the U.S.  At many of these facilities, we have completed the destruction of weapons stockpiles and transitioned to the closure phase of these projects, resulting in lower levels of activity.  During the comparable period last year, we also earned incentive award fees for the accelerated completion of this work.

Additionally, our business in this market sector continued to be negatively affected by declines in spending by the U.S. federal government and delays in the award of new contracts.  This resulted in a decline in revenues from the engineering, facility construction, systems engineering, technical assistance, IT, and operations and maintenance services we provide to the DOD and other federal agencies.  Our work providing management and operations services to the DOE also was affected by funding constraints, resulting in decreased activity at some DOE sites we manage.

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Infrastructure

	Three Months Ended
										Percentage
	April 4,			March 29,			Increase			Increase
(In millions, except percentages)	2014			2013			(Decrease)			(Decrease)
Infrastructure Market Sector:
Infrastructure & Environment		$	423		$	383		$	40		10.4	%
Energy & Construction			67			53			14		26.4	%
Infrastructure total		$	490		$	436		$	54		12.4	%

Consolidated revenues from our infrastructure market sector for the three months ended April 4, 2014 increased compared with the three months ended March 29, 2013.  Revenues increased from the services we provide to expand and modernize surface transportation and water storage, conveyance and treatment systems, as well as from work repairing infrastructure in the northeastern U.S. that was damaged by Hurricane Sandy.  We also benefited from sustained demand for the planning, design, engineering, and program and construction management services we provide to develop airports, rail networks and mass transit.  In addition, revenues increased from a large dam construction project in Illinois.  These increases were partially offset by a decline in our work modernizing and expanding educational and health care facilities due to the completion of assignments that have not been replaced by similar projects.

Oil and Gas

	Three Months Ended
											Percentage
	April 4,			March 29,			Increase				Increase
(In millions, except percentages)	2014			2013			(Decrease)				(Decrease)
Oil and Gas Market Sector:
Infrastructure & Environment		$	106		$	114		$	(8	)		(7.0	%)
Energy & Construction			153			191			(38	)		(19.9	%)
Oil & Gas			499			498			1			0.2	%
Oil and Gas total		$	758		$	803		$	(45	)		(5.6	%)

Consolidated revenues from our oil and gas market sector for the three months ended April 4, 2014 decreased compared with the three months ended March 29, 2013.  The decline was primarily due to the completion of a large construction project in the Canadian oil sands, which generated significant revenues in the first quarter of fiscal year 2013 and has not been replaced by a comparable contract.  We also experienced a modest decline in our work providing oilfield services, including rig moving and fluid hauling, in support of drilling activities and from the engineering and environmental services we provide to oil and gas clients worldwide through Master Services Agreements (“MSAs”).  These declines were partially offset by increased revenues from the production services we provide for mid-sized pipeline and facility construction projects, as well as from a large project to construct a natural gas processing plant in West Virginia.

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Power

	Three Months Ended
										Percentage
	April 4,			March 29,			Increase			Increase
(In millions, except percentages)	2014			2013			(Decrease)			(Decrease)
Power Market Sector:
Infrastructure & Environment		$	55		$	40		$	15		37.5	%
Energy & Construction			199			168			31		18.5	%
Oil & Gas			6			6			—		0.0	%
Power total		$	260		$	214		$	46		21.5	%

Consolidated revenues from our power market sector for the three months ended April 4, 2014 increased compared with the three months ended March 29, 2013.  Revenues increased from our work retrofitting coal-fired power plants with air quality control systems to meet regulatory mandates to reduce emissions.  In the nuclear power market, we experienced an increase in revenues from maintenance and retrofit projects to increase the generating capacity and extend the service life of nuclear power plants, as well as from seismic upgrade and flood control projects to meet post-Fukushima safety requirements issued by the Nuclear Regulatory Commission.  We also benefited from stable demand for the services we provide to expand and modernize transmission and distribution systems.

Industrial

	Three Months Ended
											Percentage
	April 4,			March 29,			Increase				Increase
(In millions, except percentages)	2014			2013			(Decrease)				(Decrease)
Industrial Market Sector:
Infrastructure & Environment		$	161		$	170		$	(9	)		(5.3	%)
Federal Services			1			3			(2	)		(66.7	%)
Energy & Construction			115			106			9			8.5	%
Oil & Gas			2			3			(1	)		(33.3	%)
Industrial total		$	279		$	282		$	(3	)		(1.1	%)

Consolidated revenues from our industrial market sector for the three months ended April 4, 2014 were essentially flat compared with the three months ended March 29, 2013.  Revenues increased as a result of the start of work on a new contract to construct a fertilizer plant in Iowa.  Revenues from the engineering and environmental services we provide to industrial clients through MSAs were flat compared to the prior year.  By contrast, revenues declined from our work for mining clients, primarily due to the completion of a contract to operate a phosphate mine in Canada, which was in full production in the comparable period last year, and the wind down of other mining projects.  We also experienced a decrease in revenues from the facilities management services we provide to manufacturing clients, due largely to lower volumes of work on ongoing contracts.

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CONSOLIDATED RESULTS

The Three Months Ended April 4, 2014 Compared with the Three Months Ended March 29, 2013

	Three Months Ended
										Percentage
(In millions, except percentages and per share amounts)	April 4,			March 29,			Increase			Increase
	2014			2013			(Decrease)			(Decrease)
Revenues	$	2,537		$	2,803		$	(266	)		(9.5	%)
Cost of revenues		(2,447	)		(2,651	)		(204	)		(7.7	%)
General and administrative expenses		(22	)		(23	)		(1	)		(4.3	%)
Equity in income of unconsolidated joint ventures		19			24			(5	)		(20.8	%)
Operating income		87			153			(66	)		(43.1	%)
Interest expense		(18	)		(21	)		(3	)		(14.3	%)
Other income (expenses)		(4	)		(3	)		1			33.3	%
Income before income taxes		65			129			(64	)		(49.6	%)
Income tax expense		(26	)		(42	)		(16	)		(38.1	%)
Net income including noncontrolling interests		39			87			(48	)		(55.2	%)
Noncontrolling interests in income of consolidated subsidiaries		(12	)		(15	)		(3	)		(20.0	%)
Net income attributable to URS	$	27		$	72		$	(45	)		(62.5	%)
Diluted earnings per share	$	0.37		$	0.96		$	(0.59	)		(61.5	%)

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CONSOLIDATED RESULTS BY DIVISION

Revenues

(In millions, except percentages)	Infrastructure & Environment			Federal Services			Energy & Construction			Oil & Gas			Eliminations			Total
Three months ended
April 4, 2014	$	850		$	649		$	544		$	514		$	(20	)	$	2,537
March 29, 2013		898			907			538			508			(48	)		2,803
Increase (decrease)		(48	)		(258	)		6			6			(28	)		(266	)
Percentage increase (decrease)		(5.3	%)		(28.4	%)		1.1	%		1.2	%		(58.3	%)		(9.5	%)

The revenues reported are presented prior to the elimination of inter-segment transactions.

The Infrastructure & Environment Division’s Revenues

The Infrastructure & Environment Division’s revenues decreased during the quarter ended April 4, 2014 compared to the quarter ended March 29, 2013.  The decline was primarily due to lower revenues from the engineering and construction services we provide to the DOD, resulting from the completion of projects that have not been replaced by comparable assignments, and lower activity on ongoing projects that are nearing completion.  In addition, revenues were lower due to inclement weather conditions in the U.S., specifically in the East and Midwest, which resulted in fewer billable hours and project delays.

These decreases were partially offset by an increase in infrastructure revenues, specifically for program and construction management services for projects in the U.S. and for projects managed by our International Development team based in Australia.  We also benefited from sustained demand for the services we provide to modernize surface, air, rail and mass transit infrastructure in the United Kingdom.

The Federal Services Division’s Revenues

The Federal Services Division’s revenues decreased during the quarter ended April 4, 2014 compared to the quarter ended March 29, 2013.  Revenues associated with our chemical agent demilitarization program declined from $252 million for the quarter ended March 29, 2013 to $89 million for the quarter ended April 4, 2014.  This decline reflects the transition at several facilities from the operations phase of the projects to the closure phase, which is characterized by lower levels of activities.  Revenues related to other services also declined as a result of delayed awards on new and existing programs, delays in finalizing the DOD’s budget, and lower revenues from the services we provide to the DOD to maintain, repair and overhaul aircraft, ground vehicles and other equipment.

The Energy & Construction Division’s Revenues

The Energy & Construction Division’s revenues for the quarter ended April 4, 2014 were essentially flat compared to the quarter ended March 29, 2013.  During the first quarter of our 2014 fiscal year, revenues increased from the start-up of a new air quality control project in the power market sector, as well as a new project involving the construction of a natural gas facility and increased maintenance outage work at a nuclear power plant.

By contrast, these increases were partially offset by the completion of a large oil and gas project, as well as engineering and construction work for an air quality control project in the power market sector.

The Oil & Gas Division’s Revenues

The Oil & Gas Division’s revenues were essentially flat for the quarter ended April 4, 2014 compared to the quarter ended March 29, 2013.  We experienced a higher level of activity in mechanical and oilfield hauling services in the U.S. and commenced work on projects that were delayed during the fourth quarter of 2013.  These increased activities were offset by the impact of the weakening of the Canadian dollar against the U.S. dollar.

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Cost of Revenues

(In millions, except percentages)	Infrastructure & Environment			Federal Services			Energy & Construction			Oil & Gas			Eliminations			Total
Three months ended
April 4, 2014	$	(814	)	$	(611	)	$	(540	)	$	(502	)	$	20		$	(2,447	)
March 29, 2013		(859	)		(813	)		(528	)		(499	)		48			(2,651	)
Increase (decrease)		(45	)		(202	)		12			3			(28	)		(204	)
Percentage increase (decrease)		(5.2	%)		(24.8	%)		2.3	%		0.6	%		(58.3	%)		(7.7	%)

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 April 4, 2014 decreased compared with the three months ended March 29, 2013.  Because our revenues are primarily project-based, the factors impacting the fluctuation of our revenues also drove a corresponding change in our cost of revenues.  Consolidated cost of revenues as a percent of revenues increased from 94.6% for the three months ended March 29, 2013 to 96.5% for the three months ended April 4, 2014.

Operating Income

(In millions, except percentages)	Infrastructure & Environment			Federal Services			Energy & Construction			Oil & Gas			Corporate			Total
Three months ended
April 4, 2014	$	36		$	57		$	5		$	11		$	(22	)	$	87
March 29, 2013		40			115			12			9			(23	)		153
Increase (decrease)		(4	)		(58	)		(7	)		2			(1	)		(66	)
Percentage increase (decrease)		(10.0	%)		(50.4	%)		(58.3	%)		22.2	%		(4.3	%)		(43.1	%)

Operating income decreased by $66 million in the three months ended April 4, 2014 compared to the corresponding period last year.  As a percentage of revenues, operating income for the three months ended April 4, 2014 was 3.4% compared to 5.5% for the three months ended March 29, 2013.  The decrease in operating income was primarily due to a reduction in performance-based incentive fees recognized from work performed managing the chemical demilitarization program and the reduction of our scope of work at a large oil and gas project.  See the detailed discussion in operating income by segment below.

The Infrastructure & Environment Division’s Operating Income

Operating income decreased by $4 million in the three months ended April 4, 2014 compared to the corresponding period last year.  Operating income as a percentage of revenues was 4.2% for the three months ended April 4, 2014 compared to 4.5% for the three months ended March 29, 2013.  The decreases in operating income and operating income as a percentage of revenues were due to several factors:  the harmonization of benefit costs, severe weather in the eastern and midwestern U.S., the closing of a legal entity in the Philippines, and foreign currency translation losses in Canada and Europe.

The Federal Service Division’s Operating Income

Operating income decreased by $58 million for the three months ended April 4, 2014 compared to the comparable period in the prior year.  Operating income as a percentage of revenues was 8.8% for the three months ended April 4, 2014 compared to 12.7% for the three months ended March 29, 2013.  The decreases in both operating income and operating income as a percentage of revenues were primarily due to a $67 million reduction in fees recognized from work performed managing the chemical demilitarization program in the current period compared to the corresponding period in the prior year.  This decrease was partially offset by improved margins on existing contracts.

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The Energy & Construction Division’s Operating Income

Operating income decreased by $7 million for the three months ended April 4, 2014 compared to the comparable period in the prior year.  Operating income as a percentage of revenues was 0.9% for the three months ended April 4, 2014 compared to 2.2% for the three months ended March 29, 2013.  The decreases in both operating income and operating income as a percentage of revenues were primarily due to a $7 million decrease related to the completion of an oil and gas construction project and a $6 million decrease related to a reduction in the scope of work for another oil and gas construction project and a dispute regarding the extent of the project fee.  This project has experienced a substantial reduction of our scope of work as well as productivity and other cost impacts.  These decreases were partially offset by increases in operating income from a new project at a natural gas facility of $4 million, as well as a new air quality control project of $4 million.

The Oil & Gas Division’s Operating Income

Operating income increased by $2 million for the three months ended April 4, 2014 compared to the comparable period in the prior year.  Operating income as a percentage of revenues was 2.1% for the three months ended April 4, 2014 compared to 1.8% for the three months ended March 29, 2013.  The increase was due to improved equipment utilization in Canadian operations and a higher level of activity for mechanical and oilfield hauling services in the U.S.

Interest Expense

Our consolidated interest expense for the three months ended April 4, 2014 decreased by $3 million, or 14.3%, compared with the three months ended March 29, 2013.  This decrease was primarily due to the redemption of the Flint senior notes on December 27, 2013.

Income Tax Expense

Our effective income tax rate for the three months ended April 4, 2014 increased to 39.3% from 32.7% for the three months ended March 29, 2013.  The higher rate was attributable to losses incurred in some international entities, primarily Canada, that were non-deductible for income tax purposes.  A portion of these losses were discrete to the first quarter of 2014.

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LIQUIDITY AND CAPITAL RESOURCES

	Three Months Ended
	April 4,				March 29,
(In millions)	2014				2013
Cash flows from operating activities		$	(132	)		$	50
Cash flows from investing activities			(10	)			(20	)
Cash flows from financing activities			88				(88	)

Cash and Working Capital

Our primary sources of liquidity are collections of accounts receivable from our clients, dividends from our unconsolidated joint ventures and borrowings related to our lines of credit.  Our primary uses of cash are to fund working capital and capital expenditures; to service our debt; to pay dividends; to repurchase our common stock; and to make distributions to the minority owners 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 interest and income tax payments, as well as unforeseen events or issues that may have an impact on our working capital.

Our future capital allocation priorities are expected to include dividend payments, share repurchases, debt pay downs, small add-on acquisitions and organic growth opportunities.

We borrowed $387 million from our revolving line of credit during the first quarter of 2014. As a result, our consolidated leverage ratio approached, but did not exceed, the maximum consolidated leverage ratio permitted under our senior credit facility (“2011 Credit Facility”).  As of April 4, 2014, we were in compliance with this covenant under this Facility.

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 April 4, 2014 and January 3, 2014, restricted cash was $12 million and $13 million, respectively, which amounts were included in “Other current assets” on our Condensed Consolidated Balance Sheets.

As of April 4, 2014 and January 3, 2014, we had cash and cash equivalents of $28 million and $36 million, respectively, held outside the U.S., excluding amounts in consolidated joint ventures.  We are not aware of any material restrictions on cash and cash equivalents in those countries outside the U.S where we conduct business.  If cash and cash equivalents held outside the U.S. are needed for our operations in the U.S., we may be required to accrue and pay U.S. taxes to repatriate these funds; however, our intent is to indefinitely reinvest these foreign amounts outside of the U.S., and our current plans do not demonstrate a need to repatriate these foreign amounts to fund our U.S. operations.

In addition, as of April 4, 2014 and January 3, 2014, our consolidated joint ventures held cash and cash equivalents of $78 million and $89 million, respectively.  These amounts are restricted for use by each joint venture and are not available for use in our general operations.

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.  We included the non-current amounts in our calculation of DSO and the ratio of accounts receivable to revenues.  Our DSO increased from 101 days as of January 3, 2014 to 103 days as of April 4, 2014.

We also analyze the ratio of our accounts receivable to quarterly revenues (the “Ratio”), which changed from 103% at January 3, 2014 to 113% at April 4, 2014.  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 by the amount of revenues recognized during the quarter.

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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:

·   The revenues used in the calculation of these Ratios for the quarter ended April 4, 2014 in comparison to the quarter ended January 3, 2014 had declined by $124 million.  The decrease in revenues added 5% to the Ratio.

·   Receivables from performance-based incentives under long-term U.S. federal government contracts, primarily with the DOD, for the quarter ended April 4, 2014 increased, in comparison to the quarter ended January 3, 2014.  This change added 2% to the Ratio.  These receivables were included in costs and accrued earnings in excess of billings on contracts (“Unbilled Accounts Receivable”) and “Other long-term assets,” and they become billable as provided under the terms of the contracts to which they relate.  We expect to bill for these incentives beginning in 2014 and beyond.  Our Unbilled Accounts Receivable and “Other long-term assets” 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.

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 12, “Commitments and Contingencies,” to our condensed consolidated financial statements included under Item 8 of this report, which may adversely affect our liquidity and capital resources.

Operating Activities

The decrease in cash flows from operating activities for the three months ended April 4, 2014, compared to the three months ended March 29, 2013, was primarily due to the timing of billings, collections and advance payments from clients on accounts receivable and the timing of vendor and subcontractor payments.  These decreases were partially offset by the reduction of employee incentive compensation payments.  For billings and collections of our accounts receivable, see our analysis of DSO and ratio of accounts receivable to quarterly revenues above. 

Investing Activities

Capital expenditures, excluding purchases financed through capital leases and equipment notes, were $15 million and $25 million for the three months ended April 4, 2014 and March 29, 2013, respectively.

For the remainder of fiscal year 2014, we expect to incur approximately $70 million to $80 million in capital expenditures, a portion of which will be financed through capital leases or equipment notes.

Financing Activities

We borrowed $387 million on our revolving line of credit during the first quarter of 2014, compared to $20 million during the first quarter of 2013.  The increase in borrowings was primarily for the repurchases of shares of our common stock and working capital requirements in Canada.  We used $266 million for the repurchase of our common stock during the first quarter of 2014, compared to $45 million during the first quarter of 2013.

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.  There have been no material changes to our existing off-balance sheet arrangements during the first quarter of fiscal year 2014.

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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 fiscal year ended January 3, 2014.  There were no material changes to these critical accounting policies during the three months ended April 4, 2014.

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 I – 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.  We borrow under the 2011 Credit Facility at a fixed rate plus a market rate margin.  The margin is based on LIBOR or similar indexes.  Based on the outstanding term loan of $605 million and an outstanding revolving line of credit balance of $387 million under our 2011 Credit Facility, if market rates used to calculate interest expense were to average 1% higher in the next twelve months, our net-of-tax interest expense would increase by approximately $5 million.  Interest rates, as measured by LIBOR or similar indices, remain at historic low levels, thereby limiting how far we can measure a drop in interest rates.  As a result, we have analyzed that if rates fall by 1% or by the maximum amount below 1%, it would lower our net-of-tax interest expense by approximately $1 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 businesses in various foreign currencies.  Therefore, we are subject to currency exposures and volatility because of currency fluctuations.  We attempt to minimize our exposure to foreign currency fluctuations by matching our revenues and expenses in the same currency for our contracts.  From time to time, we purchase derivative financial instruments in the form of foreign currency exchange contracts to manage specific foreign currency exposures.  As of April 4, 2014, we do not have any derivative financial instruments.  We recorded foreign currency translation losses of $17 million and $36 million in “Other comprehensive income” for the three months ended April 4, 2014 and March 29, 2013, respectively.

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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 disclosures controls and procedures were effective as of April 4, 2014, 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 communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended April 4, 2014 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our 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.

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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 12, “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.

ITEM 1A.  RISK FACTORS

Please refer to Item 1A – Risk Factors in our Annual Report on Form 10-K for the fiscal year ended January 3, 2014 for a discussion of some of the factors that have affected our business, financial condition, and results of operations in the past and which could affect us in the future.  There have been no material changes to those risk factors during the period covered by this Quarterly Report on Form 10-Q.

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 compose our first quarter of 2014:

	(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)
January 4, 2014 – January 31, 2014		—	†		$	—		—		12.0
February 1, 2014 – February 28, 2014		2.8				45.71		2.8		9.2
March 1, 2014 – April 4, 2014		2.9				47.18		2.9		6.3
Total		5.7						5.7

† Represents less than half a million shares.

(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 and 2013, the number of shares authorized for repurchase under the repurchase program was 3.0 million shares, plus the number of shares equal to the difference between the number of shares authorized to be repurchased in the prior year and the actual number of shares repurchased during the prior year, not to exceed 6.0 million shares in aggregate.  In February 2014, our Board of Directors approved a modification of our stock repurchase program to allow for the repurchase of up to 12.0 million shares of our common stock in fiscal year 2014.  The Board of Directors may modify, suspend, extend or terminate the program at any time.

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Our 2011 Credit Facility permits unlimited dividend payments and stock repurchases if no default has occurred and our Consolidated Leverage Ratio is equal to or less than 1.50:1.00.  However, if no default has occurred and the Consolidated Leverage Ratio is below the threshold indicated above, then our dividend payments and stock repurchases are limited to $200 million per fiscal year and the sum of 50% of our cumulative net income and net cash proceeds from the issuance of equity securities to third parties after October 19, 2011.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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 (Exchange Act Filings Located at File No. 011-07567)
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-K	3.2	3/3/2014
10.1*	URS Corporation Restated Incentive Compensation Plan 2014 Plan Year Summary.				X
10.2*	Amended and Restated Employment Agreement between URS E&C Holdings and George L. Nash, Jr., dated as of March 27, 2014.				X
10.3*	Description of Base Salary, 2014 Performance Metrics and Target Bonuses.	8-K	N/A	4/1/2014
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
99.1	Cooperation Agreement, dated March 13, 2014, by and between JANA Partners LLC and URS Corporation.	8-K	99.1	3/17/2014
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

* 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.

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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: May 13, 2014	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall
		Vice President and Chief Accounting Officer

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Exhibit No.	Description
10.1	URS Corporation Restated Incentive Compensation Plan 2014 Plan Year Summary.
10.2	Amended and Restated Employment Agreement between URS E&C Holdings and George L. Nash, Jr., dated as of March 27, 2014.
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-10.1

Exhibit 10.1

URS CORPORATION

Restated Incentive Compensation Plan

2014 Plan Year Summary

I.   Plan Objectives

The URS Corporation Restated Incentive Compensation Plan (the “Plan”) is intended to provide rewards to individuals who make a significant contribution to the financial performance of URS Corporation and its Infrastructure & Environment, Federal Services, Energy & Construction and Oil & Gas Divisions (collectively, the “Company”) during each fiscal year (a “Plan Year”).  Among other things, the Plan is intended to:

·   Help key employees to focus on achieving specific financial targets;

·   Reinforce teamwork;

·   Provide significant award potential for achieving outstanding performance; and

·   Enhance the Company’s ability to attract and retain highly talented and competent people.

This document is only a summary regarding the application of the Plan with respect to the 2014 Plan Year.  For complete information regarding the Plan (including defined terms not defined in this Summary document), participants should refer to the Plan document.  Each Award provided by the Plan constitutes a Performance Cash Award (as defined in the URS Corporation 2008 Equity Incentive Plan, as amended from time to time (the “EIP”)) and will be governed by the provisions of the EIP, the Plan, and any documents regarding the application of the Plan with respect to a particular Plan Year (including this summary).  In the event of any conflict between the provisions of the EIP, the Plan and any such documents, the provisions of the EIP will control.  In the event of any conflict between the provisions of the EIP, the Plan or any such documents and the provisions of a Designated Participant’s employment agreement, the provisions of the Designated Participant’s employment agreement will control.

II.   General Plan Description

A.   Eligibility

The Plan provides an opportunity for employees to earn cash Awards based on achievement of Company and individual Performance Goals during a Plan Year.  Eligible participants are classified in one of two categories:

1.   “Designated Participants” are key employees who have the potential to significantly impact the Company’s success; or

2.   ”Non-Designated Participants” are employees who demonstrate outstanding individual effort and results during the year.  Awards to this group of employees are paid from a discretionary bonus pool.

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Except as noted in this paragraph, to be eligible to receive an Award under the Plan, participants must be employed by the Company at the end of the Plan Year.  However, if the employment of a Designated Participant is terminated prior to the end of a Plan Year due to the Designated Participant’s death, Disability or Retirement (as such terms are defined in the EIP), the Designated Participant (or the Designated Participant’s heirs in the case of death) will be eligible to receive a pro-rata Award based on the time the Designated Participant was employed by the Company and the Performance Goals achieved.  If a Designated Participant’s employment is terminated for any other reason prior to the end of a Plan Year (whether voluntary or involuntary), the Designated Participant will not receive an Award.

New hires (employees who join the Company during a Plan Year after the Performance Goals for the Plan Year have been established) who are identified as Designated Participants must have at least three months of service and be employed by the Company at the end of the Plan Year to be eligible to receive a pro-rata Award based on the time the Designated Participant was employed by the Company and the Performance Goals achieved (except in the case of death, Disability or Retirement, as described above).  New hires who are Covered Employees are subject to certain additional requirements set forth in the Plan.  Notwithstanding the foregoing, the terms of a Designated Participant’s employment agreement will supersede the terms and conditions of the Plan.

Pursuant to the administrative authority provided to the Compensation Committee of the Board of Directors (the “Committee”) under the Plan, the Committee has determined that an employee who is identified as a Designated Participant for the Plan Year after the Performance Goals for the Plan Year have been established, but who joined the Company prior to the Plan Year, shall be treated as a new hire for purposes of the Plan and shall be subject to the requirements described above with respect to new hires.

B.   Performance Goals

Each Plan Year, the Committee establishes, or authorizes the establishment within specified parameters of, specific Performance Goals for the Company and for Designated Participants, including weightings of the Performance Goals, by the business unit or units in which the Designated Participant is expected to have the most direct impact.  The Performance Goals may be based on any one of, or combination of, or any ratio between two or more of the Performance Criteria set forth in the Plan, as they may be specifically defined by the Committee for each Plan Year.

In addition, the Committee shall make appropriate adjustments in the method of calculating the attainment of Performance Goals for the Plan Year, as authorized under the EIP and set forth in the Plan.

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C.   Target Bonus Pool

Each Plan Year, the Committee identifies a Target Bonus Pool as part of the Company’s financial planning process.  The Target Bonus Pool is the sum of all anticipated Awards for Designated Participants and Non-Designated Participants, and is further subdivided into Target Bonus Pools for the corporate-level participants, for the participants in each of the Company’s Divisions, and further for the participants in each business unit(s) for which Performance Goals are established.  The Actual Bonus Pool may be greater or less than the Target Bonus Pool depending on the Company’s actual performance relative to the Performance Goals established for a Plan Year.

D.   Target Award Percentage

Each Plan Year, the Committee assigns to, or authorizes the assignment to, each Designated Participant a Target Award Percentage, expressed as a percentage of Base Salary, based on his or her anticipated contributions to the Company.

III.   2014 Plan Year

A.   Performance Criteria Definitions

The Committee selected and defined Performance Criteria as follows for the 2014 Plan Year for application to the Performance Goals established for the Section 16 Officers (as defined in the Plan):

1.   GAAP Earnings Per Share.  “GAAP Earnings Per Share” shall mean the earnings per share of the Company for the 2014 fiscal year.

2.   Free Cash Flow.  “Free Cash Flow” shall mean the Company’s net cash from operating activities for the 2014 fiscal year, less capital expenditures.

3.   Return on Invested Capital (ROIC).  “Return on Invested Capital” shall mean the Company’s after-tax operating income for the 2014 fiscal year, divided by the sum of average net debt and total URS stockholders’ equity for the 2014 fiscal year.

In each case, such Performance Criteria are defined, as applicable: (i) as being determined under generally accepted accounting principles, (ii) as being adjusted for any material and objectively determinable impacts of the items specified in the Plan that were not reflected in the 2014 financial plan approved by the Board, (iii) to exclude the impacts of any Canadian versus U.S. foreign exchange charges arising from the $100M intercompany note , and (iv) as being calculated after all bonuses are accrued and assumed to have been paid in full.

The Committee also selected and defined additional Performance Criteria for the 2014 Plan Year for application to the Performance Goals established for Designated Participants other than the Section 16 Officers, in addition to or in lieu of the Performance Criteria specified above, including the following:

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4.   URS Operating Income (UOI).  “URS Operating Income” shall mean the operating income of the Division or other business unit(s) for which a Designated Participant has accountability as determined under generally accepted accounting principles, as adjusted to exclude the pre-tax impacts of any non-controlling minority interests, and as also adjusted for any material and objectively determinable impacts of the items specified in the Plan that were not reflected in the 2014 financial plan approved by the Board.  Operating Income for a Division or other business unit will be calculated after all bonuses measured by the performance of that Division or unit are accrued and assumed to have been paid in full.

5.   Consolidated URS Operating Income (Consolidated UOI).  “Consolidated URS Operating Income” shall mean the consolidated total of the URS Operating Income, as defined above, of each of the Infrastructure & Environment, Federal Services, Energy & Construction, and Oil& Gas Divisions.

6.   Average Day Sales Outstanding. “Average Day Sales Outstanding” shall mean the average of the twelve (12) months of Day Sales Outstanding.  “Day Sales Outstanding” or “DSOs” shall mean ninety (90) multiplied by a fraction, the numerator of which is the sum of billed accounts receivable plus unbilled accounts receivable minus billings in excess of cost, and the denominator of which is the sum of the last three (3) months of revenues, with respect to the business unit(s) for which a Designated Participant has accountability.  DSOs shall be calculated monthly.

7.   Working Capital Days Outstanding (WCDO).  “Working Capital Days Outstanding” or “WCDO” shall mean the average of the four quarterly WCDOs with respect to the business unit(s) for which a Designated Participant has accountability. The quarterly WCDOs shall be calculated by dividing the average Working Capital of the business unit(s) for the quarter (the sum of the Working Capital of the business unit(s) at the end of each of the three months during the quarter divided by 3) by the annualized daily Revenue for the business unit(s) (Revenue for the business unit(s) during the quarter times 4 divided by 365).  Working Capital is defined as current assets (excluding foreign cash, corporate unrestricted cash and deferred taxes) less current liabilities (excluding costs to complete, deferred taxes and the restructuring reserve).

8.   Revenues.  “Revenues” shall mean the consolidated revenue of the Company, or of the relevant business unit(s) for which a Designated Participant has accountability, as determined under generally accepted accounting principles.

9.   New Sales.  “New Sales” shall mean gross additions to backlog with respect to the business unit(s) for which a Designated Participant has accountability.

10.   New Work Margin.  “New Work Margin” shall mean the margin target established by the relevant business unit(s) for which a Designated Participant has accountability for New Sales.  A volume hurdle will be established for those units using this criterion.  This criterion excludes small change orders and extensions on existing work.

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11.   Safety Record.  “Safety Record” shall mean the total reportable incident rate as defined by the Occupational Safety and Health Administration (OSHA).

B.   Performance Goals

For the 2014 Plan Year, the Committee established as a prerequisite to bonus payments calculated on the basis of Division Performance Goals that the respective Division meet a minimum URS Operating Income threshold after accruing for all such Division bonuses.   The Committee also established as a prerequisite to bonus payments calculated on the basis of Consolidated Division Performance Goals that the Company meet a minimum Consolidated URS Operating Income threshold after accruing for all Division and URS Corporation bonuses.  Bonuses otherwise payable are reduced pro rata to the extent necessary, down to zero, to satisfy the minimum respective URS Operating Income or Consolidated URS Operating Income thresholds, with the result that Designated Participants and non-Designated Participants may only receive bonuses if and to the extent that the Divisions earn their respective URS Operating Income in excess of the thresholds.

The Committee established, or authorized the establishment of, primary business unit Performance Goals and individual Performance Goals for Designated Participants, other than Section 16 Officers, by the business unit where the Designated Participant is expected to have the most direct impact as follows:

Business Unit	Performance Goals
URS Corporation	Consolidated URS Operating Income, before bonus accrual
Infrastructure & Environment	URS Operating Income for the Infrastructure & Environment Division, before bonus accrual
Federal Services	URS Operating Income for the Federal Services Division, before bonus accrual
Energy & Construction	URS Operating Income for the Energy & Construction Division, before bonus accrual
Oil & Gas	Operating Income for the Oil & Gas Division, before bonus accrual

In addition, for Designated Participants in the Infrastructure & Environment, Federal Services, Energy & Construction, and Oil & Gas businesses, the Committee established, or authorized the establishment of, various secondary individual Performance Goals consisting of Average Day Sales Outstanding, Working Capital Days Outstanding, Safety Record, Revenues, New Sales, New Work Margin, Consolidated Division Operating Income as well as other Performance Goals set forth in the Plan, and established, or authorized the establishment of, relative weighting to be allocated among all such Performance Goals.

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C.   Target Bonus Pool

For the 2014 Plan Year, the Committee established Target Bonus Pools for the Company and for each of the Company’s Divisions, which will be funded based on achievement of the Performance Goals by the Designated Participants and Non-Designated Participants in each respective Pool as follows:

Performance Results	2014 Award Pool Funding
For Section 16 Officers
110% of Performance Goal		200	%
100% of Performance Goal		100	%
90% of Performance Goal		0	%
For URS Corporation, other than Section 16 Officers:
110% of Performance Goal		200	%
100% of Performance Goal		100	%
90% of Performance Goal, or below		0	%
For Infrastructure & Environment – Americas and Asia Pacific:
125% of Performance Goal		200	%
105% of Performance Goal		100	%
100% of Performance Goal		50	%
75% of Performance Goal, or below		0	%
For Infrastructure & Environment – Europe, Middle East and India:
125% of Performance Goal		200	%
105% of Performance Goal		100	%
100% of Performance Goal		50	%
75% of Performance Goal, or below		0	%

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For Federal Services:
125% of Performance Goal	200	%
105% of Performance Goal	100	%
100% of Performance Goal	50	%
75% of Performance Goal, or below	0	%
For Energy & Construction:
130% of Performance Goal	200	%
105% of Performance Goal	100	%
100% OF Performance Goal	50	%
75% of Performance Goal, or below	0	%
For Oil & Gas
130% of Performance Goal	200	%
105% of Performance Goal	100	%
100% of Performance Goal	50	%
75% of Performance Goal, or below	0	%

D.   Target Award Percentage

For the 2014 Plan Year, the Committee established the following Target Award Percentages for the Company’s Section 16 Officers:

Name	2014 Target Award Percentage (as a percentage of base salary)
Martin M. Koffel		150	%
H. Thomas Hicks		100	%
Gary V. Jandegian		100	%
George L. Nash, Jr.		100	%
Randall A. Wotring		100	%
Thomas W. Bishop		75	%
Reed N. Brimhall		75	%
Joseph Masters		75	%
Susan B. Kilgannon		45	%
Olga Perkovic		40	%

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IV.   Determination of Awards

Awards to Designated Participants, other than Section 16 Officers, will be dependent upon satisfying one or more of the following criteria: (1) the Company achieving its minimum Consolidated URS Operating Income threshold; (2) the Division achieving its minimum URS Operating Income threshold; (3) the relevant business unit(s) achieving its minimum Performance Goals, and (3) the Designated Participant achieving his/her individual Performance Goal(s).

A Designated Participant’s Award will be calculated based on the percentage of his/her Performance Goal(s) achieved, multiplied by his/her Target Award Percentage and by his/her Base Salary earned during the Plan Year.  Pursuant to the administrative authority provided to the Committee under the Plan, the Committee has determined that a Designated Participant’s Base Salary for the Plan Year shall (i) be interpreted to mean the Designated Participant’s Base Salary for the calendar year corresponding to the Plan Year and (ii) any salary changes which occur during the month of January of a calendar year will be deemed to have occurred on January 1 of the calendar year.

As described above, certain Designated Participants (or a Designated Participant’s heirs in the case of death) may be eligible to receive pro-rata Awards.  Pursuant to the administrative authority provided to the Committee under the Plan, the Committee has determined that for purposes of prorating Awards under the Plan, any formula that incorporates a fraction where the denominator is 365 days (or 12 months) shall be interpreted to mean a fraction where the denominator is the actual number of days (or months) in the Plan Year.

Determinations of Awards to Non-Designated Participants (from the discretionary pool) will be made by the Committee or the CEO at the end of a Plan Year.

V.   Other Plan Provisions

A.   Payment of Awards

Assessment of actual performance and payout of Awards will be subject to completion of the Company’s fiscal year-end independent audit and certification by the Committee that the applicable Performance Goals and other material terms of the Plan have been met.

The Actual Award earned will be paid to Designated Participants (or the Designated Participant’s heirs in the case of death) in cash within 30 days following completion of both the independent audit and the above-referenced certification by the Committee.  Awards to Non-Designated Participants will be paid concurrently to the extent practicable, but in any case within thirty (30) days following the payment of Awards to Designated Participants.  Payroll and other taxes will be withheld as required by law.

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B.   Plan Accrual

Estimated payouts for the Plan will accrue monthly during each Plan Year.  At the end of each fiscal quarter, the estimated Actual Awards for the Plan Year will be evaluated based on actual performance to date and the monthly accrual rate will be adjusted so that the cost of the Plan is fully accrued at Plan Year-end.   Accrual of estimated payouts does not imply vesting of any individual Awards to Designated Participants.

C.   Administration

The Plan will be administered by the Committee and the CEO, except that the Committee retains final authority regarding all aspects of Plan administration, the resolution of any disputes, and application of the Plan in any respect to a Covered Employee.  The Committee may, without notice, amend, suspend or revoke the Plan at any time.

D.   Assignment of Employee Rights

No employee has a claim or right to be a participant, to continue as a participant or to be granted an Award under the Plan.  Participation in the Plan does not give an employee the right to be retained in the employment of the Company or its affiliates, nor does it imply or confer any other employment rights.

Nothing contained in the Plan shall be construed to create a contract of employment with any participant.  The Company and its Affiliates reserve the right to elect any person to its offices and to remove any employees in any manner and upon any basis permitted by law.

Nothing contained in the Plan shall be deemed to require the Company or its Affiliates to deposit, invest or set aside amounts for the payment of any Awards.  Participation in the Plan does not give a participant any ownership, security or other rights in any assets of the Company or any of its Affiliates.

E.   Validity

In the event that any provision of the Plan is held invalid, void or unenforceable, such provision shall not affect, in any respect, the validity of any other provision of the Plan.

F.   Governing Law

The Plan will be governed by, and construed in accordance with, the laws of the State of California.

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EX-10.2

EXHIBIT 10.2

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of March 27, 2014, by and between George L. Nash, Jr. (the “Employee”) and URS E&C Holdings, Inc. (the “Company”).

Recital

WHEREAS, Employee is and has been employed pursuant to the Employment Agreement between Employee and the Company, entered into as of September 29, 2011, as amended pursuant to the First Amendment to the Employment Agreement Between George L. Nash, Jr. and URS E&C Holdings, Inc., effective December 14, 2012 (collectively, the “Employment Agreement”); and

WHEREAS, the Company desires to continue to employ Employee in an executive position, and Employee is willing to accept such employment by Company, on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, the parties hereto agree to amend and restate the Employment Agreement in its entirety, thereby superseding it and any and all prior employment agreements or amendments thereto, as follows:

1.Term of Employment.

(a)Basic Rule. The Company agrees to employ Employee, and Employee agrees to remain in employment with the Company, from the date hereof until the date on which Employee’s employment terminates pursuant to Subsections 1(b), (c), (d), (e) or (f) below.

(b)Termination By Company Without Cause. The Company may terminate Employee’s employment at any time without Cause (as defined below) and for any reason or no reason whatsoever by giving Employee thirty (30) days’ advance notice in writing.

(c)Termination By Company For Cause. The Company may terminate Employee’s employment at any time for Cause. For all purposes under this Agreement, “Cause” shall mean:

(i)A willful failure or omission of Employee to substantially perform Employee’s duties hereunder, other than as a result of the death or Disability (as defined below) of Employee;

(ii)A willful act by Employee that constitutes gross misconduct or fraud;

(iii)Employee’s conviction of, or plea of guilty or “no contest” to, a felony or any misdemeanor involving dishonesty;

(iv)Employee’s intentional disobedience of orders or directives of the Chief Executive Officer (the “CEO”) of URS Corporation, a Delaware corporation (“URS Delaware”), or his designee, or of the Board of Directors of URS Delaware, or a duly appointed committee thereof (collectively, the “Board”); or

(v)Employee’s material breach of any agreement with the Company.

(d)Resignation By Employee. Employee may terminate Employee’s employment by giving the Company thirty (30) days’ advance notice in writing.

(e)Death of Employee. Employee’s employment shall terminate automatically and immediately in the event of Employee’s death.

(f)Disability. Subject to applicable law, the Company may terminate Employee’s employment due to Disability by giving Employee thirty (30) days’ advance notice in writing. For all purposes under this Agreement, “Disability” shall mean that, as determined by the Company in its sole discretion, Employee, at the time such notice is given, has performed none of Employee’s duties under this Agreement for a period of not less than one hundred eighty (180) consecutive days as a result of Employee’s incapacity due to physical or mental illness. In the event Employee resumes the performance of substantially all of Employee’s duties hereunder before termination of Employee’s active employment under this Section 1(f) becomes effective, the notice of termination shall automatically be deemed to have been revoked.

(g)Rights Upon Termination. Except as expressly provided in Sections 6 and 7 herein, upon the termination of Employee’s employment pursuant to this Section 1, Employee shall only be entitled to the compensation, benefits and reimbursements described in Sections 3, 4 and 5 for the period preceding the effective date of the termination, which shall include all accrued and unused vacation. The payments under this Agreement shall fully discharge all responsibilities of the Company, URS Delaware, and their respective parent, subsidiary and affiliated corporations and related entities (collectively, “URS” and, individually, a “URS Entity”) to the Employee.

(h)Employment By Affiliate. The employment of Employee shall not be considered to have terminated for purposes of this Agreement if Employee is employed by any URS Entity.

(i)Termination of Agreement. This Agreement shall terminate on the earlier of the fifth anniversary of the date of this Agreement, the date when all obligations of the parties hereunder have been satisfied, or such earlier date as it is terminated pursuant to the express provisions of this Agreement.  The time period from the date of this Agreement until such termination of this Agreement shall hereinafter be referred to as the “Term.”

(j)"At Will" Employment. Employee’s employment relationship with the Company, whether during or after the Term, will be "at will." If Employee’s employment with the Company continues after the Term, Employee will no longer be entitled to the rights and benefits provided by this Agreement, including, without limitation, the Change in Control Payment, Severance Payment, or Severance Benefits, as those terms are defined below.

2.Duties and Scope of Employment.

(a)Position. The Company agrees to employ Employee in an executive position as the Vice President of URS Delaware and President of the Energy and Construction business of URS for the term of Employee’s employment under this Agreement. Employee shall report to the CEO or his designee, and shall serve in such positions on behalf of URS and perform such duties consistent with an executive position for URS as may be required by the CEO or his designee. It is anticipated that Employee’s duties will require Employee to travel frequently and extensively. The location of Employee’s principal office shall be in the Denver metropolitan area or such other location as may be mutually agreed between the Company and Employee (the “Principal Office”). If the Principal Office is changed by the Company, the Company shall reimburse reasonable relocation expenses of Employee in accordance with generally applicable policies of the Company.

(b)Obligations. During the term of Employee’s employment under this Agreement, Employee shall devote Employee’s full business efforts and time to URS and shall not render services to any other person or entity without the prior written consent of the CEO or his designee. The foregoing, however, shall not preclude Employee from (i) engaging in appropriate civic, charitable or religious activities, (ii) devoting a reasonable amount of time to private investments that do not interfere or conflict with Employee’s responsibilities to the Company or (iii) serving on the boards of directors of other companies provided that prior written approval for such service is obtained from the CEO or his designee and that such service does not interfere or conflict with Employee’s responsibilities to the Company.

(c)Resignation From Other Positions. Immediately upon request by the Company, before or after the termination of the employment of Employee, Employee shall resign from any and all positions Employee holds as director, officer, employee, advisor, trustee, nominee, agent for service of process, attorney-in-fact or similar position with respect to any URS Entity, and shall execute, verify, acknowledge, swear to and deliver any documents and instruments reasonably requested by the Company or required to reflect such resignation.

3.Base Compensation and Target Bonus.

During the term of Employee’s employment under this Agreement, the Company agrees to pay Employee as compensation for Employee’s services a base salary at an annual rate of Five Hundred Fifty Thousand Dollars ($550,000), or at such higher rate as the Company may determine from time to time in its sole discretion. Such salary shall be payable in accordance with the Company’s standard payroll procedures. (The annual rate of compensation specified in this Section 3, as increased by the Company from time to time in its sole discretion, is referred to in this Agreement as “Base Compensation.”) In addition, during the term of Employee’s employment under this Agreement, the Company agrees that Employee shall participate in the Company’s written annual bonus plan, pursuant to the terms and conditions of such plan, with a target bonus percentage of at least one hundred percent (100%) of Base Compensation. (The annual target bonus percentage specified in this Section 3, as increased by the Company from time to time in its sole discretion, is referred to in this Agreement as “Annual Target Bonus.”)

4.Employee Benefits, Stock Options, and Incentive Compensation, and Other Compensation Plans and Programs.

During the term of Employee’s employment under this Agreement, Employee shall be eligible to participate in the employee benefit plans, stock option and other equity-based incentive and compensation plans maintained with respect to employees of the Company, and other executive incentive and compensation programs, subject in each case to: (i) the generally applicable terms and conditions of the applicable plan or program and to the determinations of the Board or other person administering such plan or program, (ii) determinations by URS, the Board or any such person as to whether and to what extent Employee shall so participate or cease to participate, as such determinations are indicated in writing, and (iii) amendment, modification or termination of any such plan or program in the sole and absolute discretion of URS.

5.Business Expenses.

In accordance with the Company’s generally applicable policies, (i) during the term of Employee’s employment under this Agreement, Employee shall be authorized to incur necessary and reasonable travel, entertainment and other business expenses in connection with Employee’s duties hereunder, and (ii) the Company shall reimburse Employee for such expenses upon presentation of an itemized account and appropriate supporting documentation.

6.Certain Terminations of Employment Following Change in Control.

(a)Definition. For all purposes under this Agreement, “Change in Control” shall mean that, after the date of this Agreement, any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), through the acquisition or aggregation of securities, becomes the beneficial owner, directly or indirectly, of securities of URS Delaware representing more than fifty percent (50%) of the combined voting power of the then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors of URS Delaware.

(b)Good Reason. For all purposes under this Agreement, “Good Reason” shall mean that Employee has incurred a reduction in Employee’s Base Compensation or Annual Target Bonus.

(c)Change in Control Payment and Severance Benefits. If, during the Term and within one year after the occurrence of a Change in Control, either (i) Employee voluntarily resigns Employee’s employment for Good Reason or (ii) the Company terminates Employee’s employment for any reason other than Cause or Disability, and (iii) such termination of employment is a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subsection 7(a)(ii).  No Change in Control Payment shall be made in case of termination of employment of Employee by reason of resignation of Employee other than for Good Reason, death of Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence.  The Change in Control Payment shall be in an amount determined under Section 6(d) below and shall be made in a lump sum within ninety (90) days following Employee’s Separation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of such Separation from Service, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of such Separation from Service and (iii) in all cases, such payment shall be conditioned upon Employee’s release becoming effective in accordance with its terms as described in Section 8.  The Change in Control Payment shall be:  (i) in lieu of any further accrual of benefits under Section 4 with respect to periods subsequent to the date of the employment termination, and (ii) in lieu of any entitlement to a Severance Payment (as defined in Subsection 7(a)(i) below).

(d)Amount of Change in Control Payment. The amount of the Change in Control Payment shall be equal to two hundred percent (200%) of the Employee’s Base Compensation, as in effect on the date of the Change in Control.

(e)Incentive Programs. If, during the Term and within one year after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns Employee’s employment for Good Reason, or (ii) the Company terminates Employee’s employment for any reason other than Cause or Disability, then as of the date of such termination Employee shall become fully vested in all awards heretofore or hereafter granted to Employee under all incentive compensation, deferred compensation, bonus, stock option, stock appreciation rights, restricted stock, phantom stock or similar plans maintained by URS, except if and to the extent specifically provided to the contrary under the terms of any such plan or any specific grant or award made to Employee under any such plan.

(f)No Mitigation. Employee shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 6 (whether by seeking new employment or in any other manner), nor shall any such payment or benefit be reduced by earnings or benefits that Employee may receive from any other source.

7.Other Terminations of Employment.

(a)Severance Payment and Severance Benefits. In the event that, during the Term, (i) either the Company terminates Employee’s employment for any reason other than Cause or Disability, or Employee voluntarily resigns Employee’s employment for Good Reason within one (1) month of the occurrence of the event constituting Good Reason, and (ii) such termination of employment constitutes a Separation from Service, and (iii) Section 6 does not apply, then as severance:

(i)The Company shall pay an amount (“Severance Payment”) in a lump sum equal to one hundred percent (100%) of Employee’s Base Compensation as in effect on the date of employment termination.  The Severance Payment shall be paid within ninety (90) days following Employee’s Separation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such Separation from Service, the Severance Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of such Separation from Service and (iii) in all cases, such payment shall be conditioned upon Employee’s release becoming effective in accordance with its terms as described in Section 8.

(ii)Either (X) for the period of one (1) year following such termination, the Company shall pay or reimburse Employee for medical, dental and vision insurance premiums required to be paid by Employee for such one (1) year period to obtain continuation coverage for the Employee and eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the meaning of Section 4980B(f)(2) of the Code, provided the Employee elects such continuation coverage, or (Y) the Employee may elect to participate, at Employee’s cost, in the Company’s existing retiree health plan, if any, upon the Employee meeting the plan’s eligibility requirements upon termination.  Whether Employee selects COBRA continuation coverage under clause (X) above or enrollment in the Company retiree health plan under clause (Y) above (which the Employee understands are mutually exclusive), provided Employee converts his basic term life insurance coverage at the time of termination, the Company also shall cause the basic term life insurance coverage then provided to Employee by the Company, if any, to be continued for such one (1) year period following any such termination (or, if such coverage cannot be continued or can only be continued at a cost to the Company greater than the Company would have incurred absent such termination, then, at the Company’s election, the Company may either provide the equivalent of such basic term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of what the Company would have incurred absent such termination, or pay to Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue such coverage absent such termination) (payments and benefits under this Subsection 7(a)(ii), collectively “Severance Benefits”).  If the Company elects to pay Employee one hundred fifty percent (150%) of the amount of premiums the Company would have incurred to continue the basic term life insurance, such payments shall be subject to the same restrictions with respect to timing of such payments that are applicable to Severance Payments set forth in Subsection 7(a)(i) in addition to the restrictions applicable to Severance Benefits set forth under this Subsection 7(a)(ii).  The amount of any in-kind benefits provided under this Subsection 7(a)(ii) with respect to life insurance coverage (or expenses eligible for reimbursement, if applicable) during a calendar year may not affect the in-kind benefits to be provided (or expenses eligible for reimbursement, if applicable), in any other calendar year.  Any and all payments due to Employee under this Subsection 7(a)(ii) with respect to life insurance premiums with respect to a given calendar year shall be payable no later than December 31 of the succeeding calendar year.

(b)Termination of Severance Benefits. All Severance Benefits shall be discontinued completely as of the date when Employee returns to employment or self-employment, whether full- or part-time, with an entity that offers any group health insurance coverage to its employees or independent contractors, regardless of whether such coverage is equivalent to the insurance coverage contemplated by the Severance Benefits.

(c)No Mitigation. Employee shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 7, nor, except as provided in Section 7(b), shall any such payment or benefit be reduced by earnings or benefits that Employee may receive from any other source.

8.Change in Control Payment, Severance Payment and Severance Benefits Conditioned Upon Execution of Effective Release of Claims.

Notwithstanding any of the foregoing to the contrary, in no event shall the Company be required to make any payment or provide any benefit pursuant to Section 6 or 7 above (except for payments of accrued salary and accrued and unpaid vacation as required by law) unless and until Employee executes and delivers to the Company a General Release substantially in the form of Exhibit A, and such release becomes effective in accordance with its terms no later than ninety (90) days following the termination of employment date; provided, however, that pending such execution and delivery of such a release by Employee, the Company will advance for the account of Employee premiums required to be paid during the period during which the effectiveness of the release is pending if necessary to avoid lapse with respect to the Employee within such period of a group dental, health, vision or disability policy to which Severance Benefits provided under Subsection 7(a)(ii) relate, which advance shall be repaid by Employee upon expiration of (i) the period during which Employee is permitted to consider whether to execute the release (if Employee does not execute the release) or (ii) the period during which the effectiveness of the release is pending (if Employee executes the release but does not allow it to become effective in accordance with its terms).

9.Certain Additional Payments.

(a)If any payments, distributions or other benefits by or from URS to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code (collectively, the “Payment”) and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount.  The “Reduced Amount” shall be either (i) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (ii) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.  If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the manner that results in the greatest economic benefit for Employee.  If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Within any category of payments and benefits (such as cash payments, accelerated vesting of equity awards other than stock options, accelerated vesting of stock options, and other benefits paid to Employee), a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A and then with respect to amounts that are “deferred compensation”.

(b)In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount as determined pursuant to clause (i) in Section 9(a) is subject to the Excise Tax, Employee agrees to promptly return to URS a sufficient amount of the Payment so that no portion of the Reduced Amount is subject to the Excise Tax.  For the avoidance of doubt, if the Reduced Amount is determined pursuant to clause (ii) in Section 9(a), Employee will have no obligation to return any portion of the Payment pursuant to the preceding sentence.

(c)Unless Employee and URS agree on an alternative accounting firm or law firm, all calculations required by this Section 9 shall be performed by the independent auditors retained by URS Delaware most recently prior to the change in control transaction (the “Auditors”), based on information supplied by URS and Employee.  If the Auditors are serving as accountant or auditor for the individual, entity or group effecting the change in control transaction, URS shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder.  URS shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder and shall be entitled to rely upon such determinations, which shall be final and binding on URS and Employee.

10.Nondisclosure.

During the Term and thereafter (notwithstanding the termination of this Agreement or Employee’s employment hereunder), Employee shall not, without the prior written consent of the CEO or his designee or the Board, disclose or use for any purpose (except in the course of Employee’s employment under this Agreement and in furtherance of the business of URS) confidential information or proprietary data of URS, except as required by applicable law or legal process, in which case promptly and before disclosure Employee shall give notice to the Company of any such requirement or process; provided, however, that confidential information shall not include any information available from another source on a nonconfidential basis, known generally to the public, or ascertainable from public or published information (other than as a result of unauthorized disclosure by Employee) or any information of a type not otherwise considered confidential by persons engaged in the same business as, or a business similar to, that conducted by URS. Employee agrees to deliver to the Company at the termination of Employee’s employment, or at any other time the Company may request, all correspondence, email, memoranda, notes, plans, records, reports and other documents, materials, or electronic information (and copies or other embodiments thereof, in whole or in part) relating to the business of URS, which Employee may then possess or have under Employee’s control. Nothing in this Section 10 or elsewhere in this Agreement shall be deemed to waive, or to permit or authorize Employee to take any action which waives or could have the consequence of waiving, the attorney-client privilege, the work product doctrine or any other privilege or doctrine with respect to any information in the possession of Employee or any communication between Employee and URS or any of its directors, officers, employees, agents or other representatives.

11.Miscellaneous Provisions.

(a)Successors. Subject to Section 11(j) below and provided that the Employee may not delegate Employee’s duties hereunder without the consent of the Board, this Agreement and all rights hereunder shall inure to the benefit of, and be enforceable by, the parties’ successors, assigns, personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees.

(b)Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered, when mailed by U.S. registered mail (return receipt requested and postage prepaid), or when telecopied. In the case of Employee, mailed notices shall be addressed to Employee at the home address which Employee most recently communicated to the Company in writing for income tax withholding purposes or by notice given pursuant to this Section 11(b). In the case of the Company, mailed notices shall be addressed to the corporate headquarters of URS Delaware as reflected in its most recent Report on Form 10-Q or Form 10-K filed with the U.S. Securities and Exchange Commission, directed to the attention of its Secretary. Telecopied notices shall be sent to such telephone number as the Company and Employee may specify for this purpose.

(c)Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Employee and by an authorized officer of the Company (other than Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(d)Whole Agreement.  This Agreement constitutes the entire, complete, and exclusive embodiment of the agreement of the parties with respect to the subject matter hereof.  No agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof. Effective as of the date hereof, this Agreement amends, restates, and supersedes all prior employment agreements and severance agreements between the parties, any other URS Entity, and their respective predecessors (including, without limitation, the Employment Agreement).

(e)Withholding. All payments made under this Agreement shall be subject to reduction to reflect taxes and other payroll deductions required to be withheld by law. Employee hereby declares under penalty of perjury that the Social Security Number Employee has provided to the Company is true and accurate. To the extent permitted by applicable law, the Company shall also be entitled to withhold from or offset against any payments under this Agreement any amounts owed by Employee (whether or not liquidated) to the Company or any other URS Entity.

(f)Certain Reductions and Offsets. Notwithstanding any other provision of this Agreement to the contrary, any payments or benefits under this Agreement shall be reduced by any severance payments and benefits payable by URS to Employee under any policy, plan, program or arrangement, including, without limitation, any contract between the Employee and URS.

(g)Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the State of California, without regard to where the Employee has Employee’s residence or Principal Office or where Employee performs duties hereunder.

(h)Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(i)Arbitration. To ensure timely and economical resolution of any disputes regarding this Agreement, the parties hereby agree that any controversy or claim arising out of or relating to this Agreement, or the performance, breach, interpretation, or execution thereof, or Employee’s employment with the Company or the terms and conditions or termination thereof, or any action or omission of any kind whatsoever in the course of or connected in any way with any relations between URS and/or its affiliated entities and Employee, including without limitation all claims encompassed within the scope of the form of General Release attached to this Agreement as Exhibit A, shall be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration, with such arbitration to be before a single arbitrator in accordance with the then current Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (“AAA”) (which can be found at http://www.adr.org), and judgment on the award rendered by the arbitrator to be entered in any court having jurisdiction thereof. The arbitration shall be administered by the San Francisco, California regional office of the AAA and shall be conducted at the San Francisco, California offices of the AAA or at such other location in San Francisco, California as the AAA may designate. All fees and expenses of the arbitrator and the AAA shall be paid by the Company.  The Company and Employee shall each have the right to legal representation in any arbitration proceeding, at their own expense. The Company and Employee acknowledge and agree that any and all rights they may have to resolve their claims by a judge or jury trial are hereby expressly waived.  In the arbitration, the parties are entitled to discovery sufficient to arbitrate their disputes, as determined by the arbitrator. The arbitration shall be governed by the substantive laws of the state of California without regard to conflicts of law principles. The arbitrator shall have the discretion to award monetary and other damages, or to award no damages, and to fashion any other relief that would otherwise be available in court. The arbitrator is also authorized to determine if an issue is subject to this arbitration provision.  The arbitrator will issue a written arbitration decision that states any award and reveals the essential findings and conclusions on which the award is based. Notwithstanding the above, this arbitration provision shall not prohibit: (i) administrative agency claims by Employee for workers’ compensation benefits, unemployment insurance benefits or unpaid wages; (ii) claims for benefits under a Company plan or charter document brought pursuant to a binding arbitration procedure specifically set forth in such plan or charter document; or (iii) actions to compel arbitration or to enforce or vacate an arbitration award.  Nothing in this Agreement is intended to prevent the Company or Employee from seeking or obtaining injunctive relief in court to prevent irreparable harm pending conclusion of any arbitration.  Moreover, nothing in this arbitration provision is intended to, or shall be construed as prohibiting Employee from filing an administrative charge with the federal Equal Employment Opportunity Commission, the National Labor Relations Board, or any state fair employment practices agency or other government agency, or from participating in any related administrative agency investigation, except that Employee acknowledges and agrees that Employee hereby waives Employee’s right to any monetary benefits in connection with any such claim, charge or proceeding.

(j)No Assignment. The rights of any person to payments or benefits under this Agreement shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor’s process, and any action in violation of this Section 11(j) shall be void.

In Witness Whereof, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

Name:           George L. Nash, Jr.

Date:           ________________                                                      

URS E&C Holdings, Inc.

Name:           ________________                                                      

Title:           ________________                                                      

Date:           ________________                                                      

Exhibit A

GENERAL RELEASE

This General Release (“Release”) is executed and delivered by George L. Nash, Jr. (“Employee”) to and for the benefit of URS E&C Holdings, Inc., URS Corporation, a Delaware corporation, and their respective parent, subsidiary or affiliated corporations or related entities (collectively, “Company”).

In consideration of certain payments and benefits which Employee will receive following termination of employment pursuant to the terms of the Employment Agreement entered into on [________________], 2014, between Employee and Company, and as amended from time to time (the “Agreement”), the sufficiency of which Employee hereby acknowledges, Employee hereby fully, finally, completely and generally releases, absolves and discharges Company, its predecessors, successors, subsidiaries, parents, related companies and business concerns, affiliates, partners, trustees, directors, officers, agents, attorneys, servants, representatives and employees, past and present, and each of them (hereinafter collectively referred to as “Releasees”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, grievances, arbitrations, unfair labor practice charges, wages, vacation payments, severance payments, obligations, commissions, overtime payments, workers compensation claims, debts, profit sharing or bonus claims, expenses, damages, judgments, orders and/or liabilities of whatever kind or nature in law, equity or otherwise, whether known or unknown to Employee, which Employee now owns or holds or has at any time owned or held as against Releasees, or any of them, through the date Employee executes this Release (“Claims”), including specifically but not exclusively and without limiting the generality of the foregoing, any and all Claims arising out of or in any way connected to Employee’s employment with or separation of employment from Company, including any Claims based on contract, tort, wrongful discharge, fraud, breach of fiduciary duty, attorneys’ fees and costs, harassment, discrimination and retaliation in employment, any and all acts or omissions in contravention of any federal, state or local laws or statutes (including, but not limited to, federal or state securities laws, any deceptive trade practices act or any similar act in any other state and the Racketeer Influenced and Corrupt Organizations Act), and any right to recovery based on local, state or federal age, sex, pregnancy, race, color, national origin, marital status, religion, veteran status, disability, sexual orientation, medical condition, union affiliation or other anti-discrimination laws, including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (the “ADEA”), the Americans with Disabilities Act, the National Labor Relations Act, the California Fair Employment and Housing Act, and any similar act in effect in any jurisdiction applicable to Employee or Company, all as amended. Employee represents that as of Employee’s execution of this Release, Employee has been paid all wages owed, has received all the leave and leave benefits and protections for which Employee is eligible, pursuant to the Family and Medical Leave Act or otherwise, and has not suffered any on-the-job injury for which Employee has not already filed a claim. Notwithstanding the above, Employee is (a) not releasing any claim that cannot be waived under applicable state or federal law and (b) not releasing any rights that Employee has to be indemnified (including any right to reimbursement of expenses) arising under applicable law, the certificate of incorporation or by-laws (or similar constituent documents of the Company), any indemnification agreement between Employee and the Company, or any directors’ and officers’ liability insurance policy of the Company. Further, nothing in this Release shall prevent Employee from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, and any other administrative or government agency in any jurisdiction applicable to Employee or Company, except that Employee acknowledges and agrees that Employee shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any Claims released herein.

During the time Employee is entitled to any Change in Control Payment, Severance Payment or Severance Benefits, as defined and provided in the Agreement, Employee agrees (i) to assist, as reasonably requested by Company, in the transition of Employee’s responsibilities and (ii) not to, directly or indirectly, solicit or attempt to solicit any employee, independent contractor or consultant of Company to terminate or cease his, her or its relationship with Company in order to become an employee, consultant, or independent contractor to or for any other person or entity.

Employee agrees to cooperate with the Company in responding to the reasonable requests of the Company in connection with any and all existing or future litigation, arbitrations, mediations or investigations brought by or against the Company, or its current or former affiliates, agents, officers, directors or employees, whether administrative, civil or criminal in nature, in which the Company reasonably deems Employee’s cooperation necessary or desirable. In such matters, Employee agrees to provide the Company with reasonable advice, assistance and information, including offering and explaining evidence, providing sworn statements, and participating in discovery and trial preparation and testimony. Employee also agrees to promptly send the Company copies of all correspondence (for example, but not limited to, subpoenas) received by Employee in connection with any such proceedings, unless Employee is expressly prohibited by law from so doing. The failure by Employee to cooperate fully with the Company in accordance with this provision will be a material breach of the terms of this Agreement, which will excuse all commitments of the Company to provide severance or other benefits to Employee under any agreement. The Company agrees to reimburse Employee for all reasonable out-of-pocket expenses Employee incurs in connection with the performance of Employee’s obligations under this section; provided, however, that such expenses shall not include attorneys fees, foregone wages or payment for services provided under this section.

Without superseding any other agreements, including the Agreement, and obligations Employee has with respect thereto, (i) Employee agrees not to divulge or use, at any time, any information that might be of a confidential or proprietary nature relative to Company, and (ii) Employee agrees to keep confidential all information contained in this Release (except to the extent (A) Company consents in writing to disclosure, (B) Employee is required by process of law to make such disclosure and Employee promptly notifies Company of receipt by Employee of such process, or (C) such information previously shall have become publicly available other than by breach hereof on the part of Employee).

Employee acknowledges and agrees that neither anything in this Release nor the offer, execution, delivery, or acceptance thereof shall be construed as an admission by Company of any kind, and this Release shall not be admissible as evidence in any proceeding except to enforce this Release.

It is the intention of Employee in executing this instrument that it shall be effective as a bar to each and every claim, demand, grievance and cause of action hereinabove specified. In furtherance of this intention, Employee hereby expressly consents that this Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims, demands, grievances and causes of action, if any, as well as those relating to any other claims, demands, grievances and causes of action hereinabove specified, and elects to assume all risks for claims, demands, grievances and causes of action that now exist in Employee’s favor, known or unknown, that are released under this Release. Employee represents that Employee is not aware of any claims other than the claims that are released by this instrument.  Employee acknowledges Employee may hereafter discover facts different from, or in addition to, those Employee now knows or believes to be true with respect to the claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, wages, obligations, debts, expenses, damages, judgments, orders and liabilities herein released, and agrees the release herein shall be and remain in effect in all respects as a complete and general release as to all matters released herein, notwithstanding any such different or additional facts.  Employee further acknowledges that Employee is familiar with the provisions of California Civil Code Section 1542, which states as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Employee, being aware of such Code section, hereby waives any rights Employee may have thereunder, as well as under any other statute or common law principle of similar effect.

If any provision of this Release or application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Release which can be given effect without the invalid provision or application. To this end, the provisions of this Release are severable, and any provision hereof held invalid shall be deemed modified to effect the intent of this Release insofar as possible under applicable law.

Employee represents and warrants that Employee has not heretofore assigned or transferred or purported to assign or transfer to any person, firm or corporation any claim, demand, right, damage, liability, debt, account, action, cause of action, or any other matter herein released.

ADEA Notice To Employee (Applicable If Age 40 or Older)

If Employee is 40 years of age or older, the law requires that Employee be advised and Company hereby advises Employee in writing to consult with an attorney and discuss this Release before executing it. Employee acknowledges Company has provided to Employee at least twenty-one (21) calendar days (forty-five (45) calendar days, in the case of a group termination) within which to review and consider this Release before signing it.

Should Employee decide not to use the full twenty-one (21) or forty-five (45) days, as applicable, then Employee knowingly and voluntarily waives any claims that Employee was not in fact given that period of time or did not use the entire twenty-one (21) or forty-five (45) days to consult an attorney and/or consider this Release. Employee acknowledges that Employee may revoke this Release for up to seven (7) calendar days following Employee’s execution of this Release and that it shall not become effective or enforceable until such revocation period has expired. Employee further acknowledges and agrees that such revocation must be in writing and delivered to Company in accordance with the Notice provision in the Agreement and must be received by Company as so addressed not later than midnight on the seventh (7th) day following Employee’s execution of this Release. If Employee so revokes this Release, the Release shall not be effective or enforceable and Employee will not receive the monies and benefits described above. If Employee does not revoke this Release in the time frame specified above, the Release shall become effective at 12:00:01 A.M. on the eighth (8th) day after it is signed by Employee.

Employee acknowledges that as part of this Release Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA (the “ADEA Waiver”). Employee also acknowledges that the consideration given for the ADEA Waiver is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that Employee has been advised by this writing, as required by the ADEA, that Employee’s ADEA Waiver does not apply to any rights or claims that arise after the date Employee executes this Release.

In the case of a group termination, the law requires that Employee be provided a detailed list of the job titles and ages of all employees whose employment was terminated in the group termination and the ages of all employees of the Company in the same job classification or organizational unit whose employment was not terminated. If involved in a group termination, by signing below the Employee acknowledges that Employee has been provided with this information.

Effective Date For Employee If Under Age 40

If Employee is less than 40 years of age, the ADEA Notice to Employee section immediately above will not apply, and this Release shall become effective on the day it is signed by Employee and received by the Company.

PLEASE READ THIS ENTIRE GENERAL RELEASE CAREFULLY.  IT CONTAINS A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

I have read and understood the foregoing General Release, have been advised to and have had the opportunity to discuss it with anyone I desire, including an attorney of my own choice, and I accept and agree to its terms, acknowledge receipt of a copy of the same and the sufficiency of the monies and benefits described above, and hereby execute this Release voluntarily and with full understanding of its consequences.

Name: George L. Nash, Jr.

Date: _________________                                                      

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:  May 13, 2014	/s/ Martin M. Koffel
	Martin M. Koffel
	Chief Executive Officer

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:  May 13, 2014	/s/ H. Thomas Hicks
	H. Thomas Hicks
	Chief Financial Officer

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 April 4, 2014, 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:  May 13, 2014	/s/ Martin M. Koffel
	Martin M. Koffel
	Chief Executive Officer
Dated:  May 13, 2014	/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.

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 April 4, 2014.

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)
Black Thunder Project	1	0	0	0	0	$	176	0	No	No
Monsanto Quarry	0	0	0	0	0	$	0	0	No	No
Pipestone Quarry	0	0	0	0	0	$	0	0	No	No
Morenci Mine	0	0	0	0	0	$	0	0	No	No
Questa Mine	0	0	0	0	0	$	0	0	No	No

(1) United States mines.

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

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

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

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

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

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

(8)   The following Pending Legal Action Table provides information for the three months ended April 4, 2014.

Mine	Number Pending Legal Actions		Contests of Penalty Assessments		Legal Action Initiated		Legal Action Resolved
Black Thunder Project		0		0		0		0
Monsanto Quarry		0		0		0		0
Pipestone Quarry		0		0		0		0
Morenci Mine		0		0		0		0
Questa Mine		0		0		0		0

XML

INCOME TAXES (DETAILS 2) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 04, 2014	Mar. 29, 2013
Deferred components of income tax expense:
Subtotal	$ (7)	$ (7)
Total income tax expense (benefit)	26	42
Geographic areas income before income taxes [Abstract]
Total income (loss) before income taxes and noncontrolling interests	$ 65	$ 129

XML

ACQUISITION (DETAILS) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 04, 2014	Mar. 29, 2013
Business acquisition [Abstract]
Business acquisition - revenues	$ 2,537	$ 2,803
Business acquisition - operating income	$ 87	$ 153

XML

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (DETAILS) (USD $)	3 Months Ended												3 Months Ended				3 Months Ended				3 Months Ended			3 Months Ended			3 Months Ended
	Apr. 04, 2014		Mar. 29, 2013	Jan. 03, 2014		Apr. 04, 2014 Senior Debt Obligations [Member]	Apr. 04, 2014 3.85% Senior Notes (net of discount) [Member]	Jan. 03, 2014 3.85% Senior Notes (net of discount) [Member]	Mar. 15, 2012 3.85% Senior Notes (net of discount) [Member]	Apr. 04, 2014 5.00% Senior Notes (net of discount) [Member]	Jan. 03, 2014 5.00% Senior Notes (net of discount) [Member]	Mar. 15, 2012 5.00% Senior Notes (net of discount) [Member]	Apr. 04, 2014 Eliminations [Member]	Mar. 29, 2013 Eliminations [Member]	Jan. 03, 2014 Eliminations [Member]	Apr. 04, 2014 Issuer parent [Member]	Apr. 04, 2014 Issuer parent [Member] Operating Segments [Member]	Mar. 29, 2013 Issuer parent [Member] Operating Segments [Member]	Jan. 03, 2014 Issuer parent [Member] Operating Segments [Member]	Jan. 03, 2014 Issuer Fox LP [Member]	Apr. 04, 2014 Issuer Fox LP [Member] Operating Segments [Member]	Mar. 29, 2013 Issuer Fox LP [Member] Operating Segments [Member]	Jan. 03, 2014 Issuer Fox LP [Member] Operating Segments [Member]	Apr. 04, 2014 Guarantors [Member] Operating Segments [Member]	Mar. 29, 2013 Guarantors [Member] Operating Segments [Member]	Jan. 03, 2014 Guarantors [Member] Operating Segments [Member]	Apr. 04, 2014 Non-guarantors [Member] Operating Segments [Member]	Mar. 29, 2013 Non-guarantors [Member] Operating Segments [Member]	Jan. 03, 2014 Non-guarantors [Member] Operating Segments [Member]
Current assets:
Cash and cash equivalents	$ 231,000,000		$ 249,000,000										$ (57,000,000)	$ (40,000,000)			$ 61,000,000	$ 49,000,000						$ 37,000,000	$ 13,000,000		$ 190,000,000	$ 227,000,000
Accounts receivable, including retentions	1,377,000,000			1,393,000,000									(8,000,000)		(12,000,000)									744,000,000		815,000,000	641,000,000		590,000,000
Costs and accrued earnings in excess of billings on contracts	1,653,000,000			1,521,000,000									(5,000,000)		(6,000,000)									1,051,000,000		980,000,000	607,000,000		547,000,000
Less receivable allowances	(54,000,000)			(65,000,000)																				(23,000,000)		(30,000,000)	(31,000,000)		(35,000,000)
Net accounts receivable	2,976,000,000			2,849,000,000									(13,000,000)		(18,000,000)									1,772,000,000		1,765,000,000	1,217,000,000		1,102,000,000
Intercompany accounts receivable													(2,882,000,000)		(3,320,000,000)		315,000,000		440,000,000		22,000,000		19,000,000	2,120,000,000		2,439,000,000	425,000,000		422,000,000
Other current assets	245,000,000			258,000,000									(25,000,000)		(10,000,000)		25,000,000		42,000,000					131,000,000		108,000,000	114,000,000		118,000,000
Total current assets	3,452,000,000			3,391,000,000									(2,977,000,000)		(3,396,000,000)		401,000,000		589,000,000		22,000,000		19,000,000	4,060,000,000		4,332,000,000	1,946,000,000		1,847,000,000
Investments in and advances to subsidiaries and unconsolidated joint ventures	239,000,000			245,000,000									(6,944,000,000)		(7,218,000,000)		5,490,000,000		5,731,000,000		60,000,000		52,000,000	1,454,000,000		1,488,000,000	179,000,000		192,000,000
Property and equipment, net	597,000,000			608,000,000													29,000,000		29,000,000					167,000,000		166,000,000	401,000,000		413,000,000
Intangible assets, net	541,000,000			570,000,000																				218,000,000		229,000,000	323,000,000		341,000,000
Goodwill	3,693,000,000			3,696,000,000																				2,230,000,000		2,230,000,000	1,463,000,000		1,466,000,000
Other long-term assets	207,000,000			208,000,000									(3,000,000)		(4,000,000)		18,000,000		19,000,000					106,000,000		106,000,000	86,000,000		87,000,000
Total assets	8,729,000,000	[1]		8,718,000,000	[1]								(9,924,000,000)		(10,618,000,000)		5,938,000,000		6,368,000,000		82,000,000		71,000,000	8,235,000,000		8,551,000,000	4,398,000,000		4,346,000,000
Current liabilities:
Current portion of long-term debt	48,000,000			45,000,000													3,000,000		2,000,000					18,000,000		16,000,000	27,000,000		27,000,000
Accounts payable and subcontractors payable, including retentions	622,000,000			688,000,000									(73,000,000)		(67,000,000)		5,000,000		3,000,000					377,000,000		421,000,000	313,000,000		331,000,000
Accrued salaries and employee benefits	473,000,000			507,000,000													35,000,000		34,000,000					289,000,000		345,000,000	149,000,000		128,000,000
Billings in excess of costs and accrued earnings on contracts	241,000,000			233,000,000																				124,000,000		126,000,000	117,000,000		107,000,000
Intercompany accounts payable													(2,882,000,000)		(3,320,000,000)		1,452,000,000		1,952,000,000					1,079,000,000		1,052,000,000	351,000,000		316,000,000
Short-term intercompany notes payable													(218,000,000)		(276,000,000)		66,000,000		66,000,000					21,000,000		21,000,000	131,000,000		189,000,000
Other current liabilities	336,000,000			366,000,000									(22,000,000)		(10,000,000)		58,000,000		50,000,000				9,000,000	282,000,000		277,000,000	18,000,000		40,000,000
Total current liabilities	1,720,000,000			1,839,000,000									(3,195,000,000)		(3,673,000,000)		1,619,000,000		2,107,000,000				9,000,000	2,190,000,000		2,258,000,000	1,106,000,000		1,138,000,000
Long-term debt	2,069,000,000			1,667,000,000													1,168,000,000		907,000,000		700,000,000		700,000,000	39,000,000		28,000,000	162,000,000		32,000,000
Deferred tax liabilities	442,000,000			444,000,000									(3,000,000)		(3,000,000)									371,000,000		371,000,000	74,000,000		76,000,000
Self-insurance reserves	126,000,000			127,000,000																				11,000,000		11,000,000	115,000,000		116,000,000
Pension and post-retirement benefit obligations	282,000,000			286,000,000																				121,000,000		124,000,000	161,000,000		162,000,000
Long-term intercompany notes payable													(1,822,000,000)		(1,827,000,000)									566,000,000		564,000,000	1,256,000,000		1,263,000,000
Other long-term liabilities	125,000,000			128,000,000													2,000,000		3,000,000					90,000,000		94,000,000	33,000,000		31,000,000
Total liabilities	4,764,000,000			4,491,000,000									(5,020,000,000)		(5,503,000,000)		2,789,000,000		3,017,000,000		700,000,000		709,000,000	3,388,000,000		3,450,000,000	2,907,000,000		2,818,000,000
Commitments and contingencies
URS stockholders' equity													(6,944,000,000)		(7,218,000,000)		3,819,000,000		4,081,000,000		22,000,000		19,000,000	5,490,000,000		5,731,000,000	1,432,000,000		1,468,000,000
Intercompany notes receivable													2,040,000,000		2,103,000,000		(670,000,000)		(730,000,000)		(640,000,000)		(657,000,000)	(643,000,000)		(630,000,000)	(87,000,000)		(86,000,000)
Total URS stockholders' equity	3,819,000,000			4,081,000,000									(4,904,000,000)		(5,115,000,000)		3,149,000,000		3,351,000,000		(618,000,000)		(638,000,000)	4,847,000,000		5,101,000,000	1,345,000,000		1,382,000,000
Noncontrolling interests	146,000,000			146,000,000																							146,000,000		146,000,000
Total stockholders' equity	3,965,000,000			4,227,000,000									(4,904,000,000)		(5,115,000,000)		3,149,000,000		3,351,000,000		(618,000,000)		(638,000,000)	4,847,000,000		5,101,000,000	1,491,000,000		1,528,000,000
Total liabilities and stockholders' equity	8,729,000,000			8,718,000,000									(9,924,000,000)		(10,618,000,000)		5,938,000,000		6,368,000,000		82,000,000		71,000,000	8,235,000,000		8,551,000,000	4,398,000,000		4,346,000,000
Disclosure Condensed Consolidating Statements of Operations [Abstract]
Revenues	2,537,000,000		2,803,000,000										(62,000,000)	(80,000,000)										1,463,000,000	1,723,000,000		1,136,000,000	1,160,000,000
Cost of revenues	(2,447,000,000)		(2,651,000,000)										62,000,000	80,000,000										(1,397,000,000)	(1,598,000,000)		(1,112,000,000)	(1,133,000,000)
General and administrative expenses	(22,000,000)		(23,000,000)														(23,000,000)	(22,000,000)									1,000,000	(1,000,000)
Equity in income (loss) in subsidiaries													(15,000,000)	(73,000,000)			23,000,000	66,000,000			8,000,000	8,000,000		(11,000,000)	4,000,000		(5,000,000)	(5,000,000)
Equity in income (loss) of unconsolidated joint ventures	19,000,000		24,000,000																					2,000,000	3,000,000		17,000,000	21,000,000
Intercompany royalty and general and administrative charges																	34,000,000	37,000,000						(25,000,000)	(33,000,000)		(9,000,000)	(4,000,000)
Operating income (loss)	87,000,000		153,000,000										(15,000,000)	(73,000,000)			34,000,000	81,000,000			8,000,000	8,000,000		32,000,000	99,000,000		28,000,000	38,000,000
Interest expense	(18,000,000)		(21,000,000)														(7,000,000)	(8,000,000)			(9,000,000)	(8,000,000)					(2,000,000)	(5,000,000)
Intercompany interest income													(13,000,000)	(13,000,000)			2,000,000	3,000,000			1,000,000	1,000,000		9,000,000	9,000,000		1,000,000
Intercompany interest expense													13,000,000	13,000,000			(1,000,000)							(2,000,000)	(3,000,000)		(10,000,000)	(10,000,000)
Other income (expenses)	(4,000,000)		(3,000,000)																								(4,000,000)	(3,000,000)
Income (loss) before income taxes	65,000,000		129,000,000										(15,000,000)	(73,000,000)			28,000,000	76,000,000				1,000,000		39,000,000	105,000,000		13,000,000	20,000,000
Income tax benefit (expense)	(26,000,000)		(42,000,000)														(1,000,000)	(4,000,000)			3,000,000	2,000,000		(16,000,000)	(39,000,000)		(12,000,000)	(1,000,000)
Net income (loss) including noncontrolling interests	39,000,000		87,000,000										(15,000,000)	(73,000,000)			27,000,000	72,000,000			3,000,000	3,000,000		23,000,000	66,000,000		1,000,000	19,000,000
Noncontrolling interests in income of consolidated subsidiaries	(12,000,000)		(15,000,000)																								(12,000,000)	(15,000,000)
Net income (loss) attributable to URS	27,000,000		72,000,000										(15,000,000)	(73,000,000)			27,000,000	72,000,000			3,000,000	3,000,000		23,000,000	66,000,000		(11,000,000)	4,000,000
Comprehensive income (loss) attributable to URS	11,000,000		40,000,000										16,000,000	(6,000,000)			11,000,000	40,000,000			3,000,000	3,000,000		9,000,000	36,000,000		(28,000,000)	(33,000,000)
Disclosure Condensed Consolidating Statements of Cash Flows [Abstract]
Net cash from operating activities	(132,000,000)		50,000,000										(9,000,000)	(1,000,000)			5,000,000	26,000,000			(15,000,000)			(13,000,000)	46,000,000		(100,000,000)	(21,000,000)
Cash flows from investing activities:
Proceeds from disposal of property and equipment	4,000,000		3,000,000																								4,000,000	3,000,000
Changes in restricted cash	1,000,000		2,000,000																								1,000,000	2,000,000
Capital expenditures, less equipment purchased through capital leases and equipment notes	(15,000,000)		(25,000,000)														(1,000,000)	(2,000,000)						(6,000,000)	(7,000,000)		(8,000,000)	(16,000,000)
Other intercompany investing activities													(110,000,000)	(65,000,000)			50,000,000	80,000,000			17,000,000			22,000,000	5,000,000		21,000,000	(20,000,000)
Net cash from investing activities	(10,000,000)		(20,000,000)										(110,000,000)	(65,000,000)			49,000,000	78,000,000			17,000,000			16,000,000	(2,000,000)		18,000,000	(31,000,000)
Cash flows from financing activities:
Payments on long-term debt	(2,000,000)		(1,000,000)																					7,000,000	(1,000,000)		(9,000,000)
Borrowings from revolving line of credit	496,000,000		255,000,000														360,000,000	255,000,000									136,000,000
Payments on revolving line of credit	(109,000,000)		(235,000,000)														(100,000,000)	(195,000,000)									(9,000,000)	(40,000,000)
Net payments on other indebtedness	(5,000,000)		(7,000,000)														(1,000,000)							5,000,000	(3,000,000)		(9,000,000)	(4,000,000)
Net change in overdrafts	2,000,000		(31,000,000)											(37,000,000)											3,000,000		2,000,000	3,000,000
Proceeds from employee stock purchases and exercises of stock options	1,000,000		6,000,000														1,000,000	6,000,000
Distributions to noncontrolling interests	(14,000,000)		(15,000,000)																								(14,000,000)	(15,000,000)
Dividends paid	(15,000,000)		(15,000,000)														(15,000,000)	(15,000,000)
Repurchases of common stock	(266,000,000)		(45,000,000)														(266,000,000)	(45,000,000)
Other intercompany financing activities													110,000,000	65,000,000			(79,000,000)	(75,000,000)			(2,000,000)			2,000,000	(47,000,000)		(31,000,000)	57,000,000
Net cash from financing activities	88,000,000		(88,000,000)										110,000,000	28,000,000			(100,000,000)	(69,000,000)			(2,000,000)			14,000,000	(48,000,000)		66,000,000	1,000,000
Net change in cash and cash equivalents	(54,000,000)		(58,000,000)										(9,000,000)	(38,000,000)			(46,000,000)	35,000,000						17,000,000	(4,000,000)		(16,000,000)	(51,000,000)
Effect of foreign exchange rate changes on cash and cash equivalents	1,000,000		(8,000,000)																								1,000,000	(8,000,000)
Cash and cash equivalents at beginning of period	284,000,000		315,000,000										(48,000,000)	(2,000,000)			107,000,000	14,000,000						20,000,000	17,000,000		205,000,000	286,000,000
Cash and cash equivalents at end of period	231,000,000		249,000,000										(57,000,000)	(40,000,000)			61,000,000	49,000,000						37,000,000	13,000,000		190,000,000	227,000,000
Senior Notes and Canadian Notes [Abstract]
Senior Notes, interest rate, stated percentage									3.85%			5.00%
Senior Notes, future indebtedness threshold for guarantors							100,000,000			100,000,000
Senior Notes (net of discount)						999,000,000	400,000,000	400,000,000		599,000,000	599,000,000					299,000,000				700,000,000
Senior Notes, unamortized discount						$ 1,000,000

[1] Total assets by segments, as of April 4, 2014 and January 3, 2014, include inter-segment transfers of goodwill as a result of the realignment of our businesses. Approximately $566 million of goodwill related to our Global Management and Operations Services Group was transferred from the Energy & Construction Division to the Federal Services Division. The realignment of the other businesses did not have a material impact to the transfer of goodwill between segments.

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ACCOUNTS RECEIVABLE AND COSTS AND ACCRUED EARNINGS IN EXCESS OF BILLINGS ON CONTRACTS (DETAILS) (USD $) In Millions, unless otherwise specified	Apr. 04, 2014	Jan. 03, 2014
Schedule of accounts receivable and costs and accrued earnings in excess of billings on contracts [Line Items]
Total accounts receivable	$ 1,377	$ 1,393
Unbilled Accounts Receivable including amounts in Other long-term assets	1,783	1,652
Less: Amounts included in Other long-term assets	(130)	(131)
Unbilled Accounts Receivable	1,653	1,521
Schedule of Unbilled Accounts Receivable [Abstract]
Balances	1,783	1,652
Balances	1,783	1,652
US Federal Government [Member]
Schedule of accounts receivable and costs and accrued earnings in excess of billings on contracts [Line Items]
Total accounts receivable	329	353
Unbilled Accounts Receivable including amounts in Other long-term assets	902	856
Schedule of Unbilled Accounts Receivable [Abstract]
Balances	902	856
Balances	902	856
Others [Member]
Schedule of accounts receivable and costs and accrued earnings in excess of billings on contracts [Line Items]
Total accounts receivable	1,048	1,040
Unbilled Accounts Receivable including amounts in Other long-term assets	881	796
Schedule of Unbilled Accounts Receivable [Abstract]
Balances	881	796
Balances	881	796
DOE Deactivation, Demolition and Removal Project [Member]
Loss Contingencies [Line Items]
Accounts receivable	$ 91	$ 82

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

3 Months Ended

Apr. 04, 2014

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]

		April 4,		January 3,
(In millions)		2014		2014
Billings in excess of costs and accrued earnings on contracts		$	196	$	193
Project-related legal liabilities and other project-related reserves			41		35
Estimated losses on uncompleted contracts			4		5
	Total	$	241	$	233

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FAIR VALUE OF DEBT INSTRUMENTS AND DERIVATIVE INSTRUMENTS (DETAILS) (USD $)	Apr. 04, 2014	Jan. 03, 2014
Senior Notes [Member]
Debt Instrument [Line Items]
Outstanding debt	$ 1,000,000,000
Fair value of our Senior Notes	997,000,000	983,000,000
Credit Facility Term Loan [Member]
Debt Instrument [Line Items]
Outstanding debt	605,000,000	605,000,000
Fair values of our term loans	$ 603,000,000	$ 603,000,000

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SEGMENT AND RELATED INFORMATION (DETAILS) (USD $) In Millions, unless otherwise specified	3 Months Ended						3 Months Ended																			3 Months Ended									3 Months Ended					12 Months Ended	3 Months Ended							3 Months Ended					12 Months Ended	3 Months Ended							3 Months Ended
	Apr. 04, 2014 segments		Mar. 29, 2013		Jan. 03, 2014		Apr. 04, 2014 US Army [Member]		Mar. 29, 2013 US Army [Member]		Apr. 04, 2014 US Army [Member] Sales [Member]		Mar. 29, 2013 US Army [Member] Sales [Member]		Apr. 04, 2014 DOE [Member]	Mar. 29, 2013 DOE [Member]	Apr. 04, 2014 DOE [Member] Sales [Member]	Mar. 29, 2013 DOE [Member] Sales [Member]	Apr. 04, 2014 Federal Market Sector [Member] Sales [Member]	Mar. 29, 2013 Federal Market Sector [Member] Sales [Member]	Apr. 04, 2014 Corporate [Member]		Mar. 29, 2013 Corporate [Member]		Jan. 03, 2014 Corporate [Member]	Apr. 04, 2014 Inter-segment Eliminations and Other [Member]	Mar. 29, 2013 Inter-segment Eliminations and Other [Member]	Apr. 04, 2014 Infrastructure and Environment [Member] US Army [Member]		Apr. 04, 2014 Infrastructure and Environment [Member] Operating Segments [Member]		Mar. 29, 2013 Infrastructure and Environment [Member] Operating Segments [Member]		Jan. 03, 2014 Infrastructure and Environment [Member] Operating Segments [Member]	Mar. 29, 2013 Infrastructure and Environment [Member] Operating Segments [Member] US Army [Member]		Apr. 04, 2014 Infrastructure and Environment [Member] Operating Segments [Member] DOE [Member]	Mar. 29, 2013 Infrastructure and Environment [Member] Operating Segments [Member] DOE [Member]	Apr. 04, 2014 Federal Services [Member]	Jan. 03, 2014 Federal Services [Member]	Apr. 04, 2014 Federal Services [Member] US Army [Member]		Apr. 04, 2014 Federal Services [Member] Operating Segments [Member]		Mar. 29, 2013 Federal Services [Member] Operating Segments [Member]		Jan. 03, 2014 Federal Services [Member] Operating Segments [Member]	Mar. 29, 2013 Federal Services [Member] Operating Segments [Member] US Army [Member]		Apr. 04, 2014 Federal Services [Member] Operating Segments [Member] DOE [Member]	Mar. 29, 2013 Federal Services [Member] Operating Segments [Member] DOE [Member]	Apr. 04, 2014 Energy and Construction [Member]	Jan. 03, 2014 Energy and Construction [Member]	Apr. 04, 2014 Energy and Construction [Member] US Army [Member]		Apr. 04, 2014 Energy and Construction [Member] Operating Segments [Member]		Mar. 29, 2013 Energy and Construction [Member] Operating Segments [Member]		Jan. 03, 2014 Energy and Construction [Member] Operating Segments [Member]	Mar. 29, 2013 Energy and Construction [Member] Operating Segments [Member] US Army [Member]		Apr. 04, 2014 Energy and Construction [Member] Operating Segments [Member] DOE [Member]	Apr. 04, 2014 Oil and Gas [Member] Operating Segments [Member]		Mar. 29, 2013 Oil and Gas [Member] Operating Segments [Member]		Jan. 03, 2014 Oil and Gas [Member] Operating Segments [Member]
Segment additional assets information [Abstract]
Investments in and advances to unconsolidated joint ventures	$ 239				$ 245																									$ 8				$ 8									$ 94				$ 95									$ 22				$ 21				$ 115				$ 121
Property and equipment, net	597				608																29				29					139				136									38				39									51				53				340				351
Total assets	8,729	[1]			8,718	[1]															192				257					2,122				2,119									2,765				2,728									2,125				2,129				1,525				1,485
Goodwill (Textuals) [Abstract]
Inter-segment transfer																																							(566)	(566)												566	566
Segment additional income statement information [Abstract]
Revenues	2,537		2,803				246	[2]	446	[2]					187	212										(20)	(48)	33	[2]	850		898			33	[2]	1	1			175	[2]	649		907			388	[2]	185	211			38	[2]	544		538			25	[2]	1	514		508
Equity in income (loss) of unconsolidated joint ventures	19		24																													1											19		21											1		2						(1)
URS operating income (loss)	75	[3]	138	[3]																	(22)	[3],[4]	(23)	[3],[4]						36	[3]	40	[3]										48	[3]	104	[3]										2	[3]	8	[3]					11	[3]	9	[3]
Operating income (loss)	87		153																		(22)	[4]	(23)	[4]						36		40											57		115											5		12						11		9
Depreciation and amortization	60		68																		2	[4]	2							12		13											11		11											9		11						26		31
Segment reporting disclosure of entity's reportable segments revenues by major customers [Abstract]
Percentage of revenues from major customers											10.00%	[2]	16.00%	[2]			7.00%	8.00%	30.00%	38.00%
Revenues	$ 2,537		$ 2,803				$ 246	[2]	$ 446	[2]					$ 187	$ 212										$ (20)	$ (48)	$ 33	[2]	$ 850		$ 898			$ 33	[2]	$ 1	$ 1			$ 175	[2]	$ 649		$ 907			$ 388	[2]	$ 185	$ 211			$ 38	[2]	$ 544		$ 538			$ 25	[2]	$ 1	$ 514		$ 508
Segment reporting disclosure (Textuals) [Abstract]
Number of operating segments	4
Description of reportable segments	We operate our business through the following four segments: Our 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. Our Federal Services Division provides services to a wide variety of U.S. federal government agencies, as well as to national governments in other countries. This includes program management, planning, design, engineering, systems engineering and technical assistance, construction and construction management, operations and maintenance, management and operations, IT, and decommissioning and closure services. Our Energy & Construction Division provides program management, planning, design, engineering, construction and construction management, operations and maintenance, and decommissioning and closure services to private sector clients as well as federal, state, and local government agencies. Our Oil & Gas Division provides services to oil and gas industry clients throughout the U.S. and Canada. This includes oilfield services, such as rig transportation and fluid hauling; oil and gas production services, including mechanical, electrical and instrumentation services; pipeline and facility construction; module fabrication; and maintenance services.

[1] Total assets by segments, as of April 4, 2014 and January 3, 2014, include inter-segment transfers of goodwill as a result of the realignment of our businesses. Approximately $566 million of goodwill related to our Global Management and Operations Services Group was transferred from the Energy & Construction Division to the Federal Services Division. The realignment of the other businesses did not have a material impact to the transfer of goodwill between segments.

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

[3] We are providing information regarding URS operating income (loss) 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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INDEBTEDNESS (DETAILS 2) (USD $) In Millions, unless otherwise specified	Apr. 04, 2014	Jan. 03, 2014
Total indebtedness [Abstract]
Total indebtedness	$ 2,117	$ 1,712
Current portion of long-term debt	48	45
Long-term debt	$ 2,069	$ 1,667

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RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (DETAILS) (USD $) In Millions, unless otherwise specified	Apr. 04, 2014	Jan. 03, 2014
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income 1 [Line Items]
Balances	$ (217)	$ (201)
Balances	$ (217)	$ (201)

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PROPERTY AND EQUIPMENT (DETAILS) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 04, 2014	Mar. 29, 2013	Jan. 03, 2014
Property plant and equipment [Line Items]
Accumulated depreciation and amortization	$ (699)		$ (676)
Property and equipment, net	597		608
Gain (loss) on disposal of property and equipment	$ 1	$ 1

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ADOPTED AND OTHER RECENTLY ISSUED STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS

3 Months Ended

Apr. 04, 2014

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

From time to time, the Financial Accounting Standards Board (“FASB”) issues accounting standards updates (each being an “ASU”) to its Accounting Standards Codification (“ASC”), which constitutes the primary source of U.S. GAAP. We regularly monitor ASUs as they are issued and consider their applicability to our business. All applicable ASUs are adopted by the due date and in the manner prescribed by the FASB. ASUs adopted during the first quarter of fiscal year 2014 did not have a material impact on our condensed consolidated financial statements. In addition, we are in the process of evaluating the impact of recently issued ASUs on our condensed consolidated financial statements.

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SEGMENT AND RELATED INFORMATION (DETAILS 2) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 04, 2014		Mar. 29, 2013
Segment reporting other significant reconciling item [Line Items]
URS operating income (loss)	$ 75	[1]	$ 138	[1]
Noncontrolling interests	12		15
Operating income (loss)	87		153
Corporate [Member]
Segment reporting other significant reconciling item [Line Items]
URS operating income (loss)	(22)	[1],[2]	(23)	[1],[2]
Operating income (loss)	(22)	[2]	(23)	[2]
Infrastructure and Environment [Member] | Operating Segments [Member]
Segment reporting other significant reconciling item [Line Items]
URS operating income (loss)	36	[1]	40	[1]
Operating income (loss)	36		40
Federal Services [Member] | Operating Segments [Member]
Segment reporting other significant reconciling item [Line Items]
URS operating income (loss)	48	[1]	104	[1]
Noncontrolling interests	9		11
Operating income (loss)	57		115
Energy and Construction [Member] | Operating Segments [Member]
Segment reporting other significant reconciling item [Line Items]
URS operating income (loss)	2	[1]	8	[1]
Noncontrolling interests	3		4
Operating income (loss)	5		12
Oil and Gas [Member] | Operating Segments [Member]
Segment reporting other significant reconciling item [Line Items]
URS operating income (loss)	11	[1]	9	[1]
Operating income (loss)	$ 11		$ 9

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

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

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SEGMENT AND RELATED INFORMATION (TABLES)

3 Months Ended

Apr. 04, 2014

Segment reporting [Abstract]

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

		Three Months Ended
		April 4,		March 29,
(In millions)		2014		2013
Revenues
Infrastructure & Environment		$	850	$	898
Federal Services			649		907
Energy & Construction			544		538
Oil & Gas			514		508
Inter-segment, eliminations and other			(20)		(48)
	Total revenues	$	2,537	$	2,803
Equity in income of unconsolidated joint ventures
Infrastructure & Environment		$	—	$	1
Federal Services			19		21
Energy & Construction			1		2
Oil & Gas			(1)		—
	Total equity in income of unconsolidated joint ventures	$	19	$	24
URS operating income (1)
Infrastructure & Environment		$	36	$	40
Federal Services			48		104
Energy & Construction			2		8
Oil & Gas			11		9
Corporate (2)			(22)		(23)
	Total URS operating income	$	75	$	138
Operating income
Infrastructure & Environment		$	36	$	40
Federal Services			57		115
Energy & Construction			5		12
Oil & Gas			11		9
Corporate (2)			(22)		(23)
	Total operating income	$	87	$	153
Depreciation and amortization
Infrastructure & Environment		$	12	$	13
Federal Services			11		11
Energy & Construction			9		11
Oil & Gas			26		31
Corporate			2		2
	Total depreciation and amortization	$	60	$	68

• We are providing information regarding URS operating income (loss) 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 April 4, 2014
		Infrastructure				Energy		Oil
		&		Federal		&		&
(In millions)		Environment		Services		Construction		Gas		Corporate		Consolidated
URS operating income		$	36	$	48	$	2	$	11	$	(22)	$	75
Noncontrolling interests			—		9		3		—		—		12
	Operating income	$	36	$	57	$	5	$	11	$	(22)	$	87
		Three Months Ended March 29, 2013
		Infrastructure				Energy		Oil
		&		Federal		&		&
(In millions)		Environment		Services		Construction		Gas		Corporate		Consolidated
URS operating income		$	40	$	104	$	8	$	9	$	(23)	$	138
Noncontrolling interests			—		11		4		—		—		15
	Operating income	$	40	$	115	$	12	$	9	$	(23)	$	153

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

		April 4,		January 3,
(In millions)		2014		2014
Infrastructure & Environment		$	8	$	8
Federal Services			94		95
Energy & Construction			22		21
Oil & Gas			115		121
	Total investments in and advances to unconsolidated joint ventures	$	239	$	245
Infrastructure & Environment		$	139	$	136
Federal Services			38		39
Energy & Construction			51		53
Oil & Gas			340		351
Corporate			29		29
	Total property and equipment, net of accumulated depreciation	$	597	$	608

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

		April 4,		January 3,
(In millions)		2014		2014
Infrastructure & Environment		$	2,122	$	2,119
Federal Services			2,765		2,728
Energy & Construction			2,125		2,129
Oil & Gas			1,525		1,485
Corporate			192		257
	Total assets (1)	$	8,729	$	8,718

• Total assets by segments,as of April 4, 2014 and January 3, 2014, include inter-segment transfers of goodwill as a result of the realignment of our businesses. Approximately $566 million of goodwill related to our Global Management and Operations Services Group was transferred from the Energy & Construction Division to the Federal Services Division. The realignment of the other businesses did not have a material impact to the transfer of goodwill between segments.

Revenues from major customers [Table Text Block]

		Three Months Ended
		April 4,		March 29,
(In millions, except percentages)		2014		2013
The U.S. Army (1)
	Infrastructure & Environment	$	33	$	33
	Federal Services		175		388
	Energy & Construction		38		25
Total U.S. Army		$	246	$	446
Revenues from the U.S. Army as a percentage of our consolidated revenues			10%		16%
DOE
	Infrastructure & Environment	$	1	$	1
	Federal Services		185		211
	Energy & Construction		1		—
Total DOE		$	187	$	212
Revenues from DOE as a percentage of our consolidated revenues			7%		8%
Revenues from the federal market sector as a percentage of our consolidated revenues			30%		38%

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

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STOCKHOLDERS' EQUITY (TABLES)

3 Months Ended

Apr. 04, 2014

Stockholders' equity (Tables) [Abstract]

Dividends [Table Text Block]

Declaration Date	Dividend Per Share		Record Date		Total Maximum Payment		Payment Date
(In millions, except per share data)
February 28, 2014	$	0.22		March 21, 2014	$	16	April 11, 2014
May 9, 2014	$	0.22		June 20, 2014		NA	July 11, 2014

NA = Not available

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

		Three Months Ended
		April 4, 2014
			Weighted-
		Shares	Average Grant
		(in millions)	Date Fair Value
Nonvested at January 3, 2014		2.8	$	43.66
	Granted	1.4	$	46.98
	Vested	(0.1)	$	46.89
	Forfeited	(0.6)	$	42.84
Nonvested at April 4, 2014		3.5	$	44.53

Schedule of treasury stock by class [Table Text Block]

	Three Months Ended
(In millions, except average price paid	April 4,		March 29,
per share)	2014		2013
Common stock repurchase shares		5.7		1.0
Average price paid per share	$	46.45	$	42.96
Cost of common stock repurchased	$	266	$	45

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SEGMENT AND RELATED INFORMATION (DETAILS 3) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 04, 2014	Mar. 29, 2013	Jan. 03, 2014
Revenues from external customers and long-lived assets [Line Items]
Revenues	$ 2,537	$ 2,803
Property and equipment, net	$ 597		$ 608

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CONDENSED CONSOLIDATING FINANCIAL INFORMATION (TABLES)

3 Months Ended

Apr. 04, 2014

Condensed financial information of parent company only disclosure [Abstract]

Schedule of condensed consolidating balance sheet [Table Text Block]

						CONDENSED CONSOLIDATING BALANCE SHEET – UNAUDITED
						As of April 4, 2014
(in millions)						Issuer Parent		Issuer Fox LP		Guarantors		Non- Guarantors		Eliminations		Consolidated
ASSETS
Current assets:
	Cash and cash equivalents					$	61	$	—	$	37	$	190	$	(57)	$	231
	Accounts receivable, including retentions						—		—		744		641		(8)		1,377
	Costs and accrued earnings in excess of billings on contracts						—		—		1,051		607		(5)		1,653
	Less receivable allowances						—		—		(23)		(31)		—		(54)
		Net accounts receivable					—		—		1,772		1,217		(13)		2,976
	Intercompany accounts receivable						315		22		2,120		425		(2,882)		—
	Other current assets						25		—		131		114		(25)		245
			Total current assets				401		22		4,060		1,946		(2,977)		3,452
Investments in and advances to subsidiaries and unconsolidated joint ventures							5,490		60		1,454		179		(6,944)		239
Property and equipment, net							29		—		167		401		—		597
Intangible assets, net							—		—		218		323		—		541
Goodwill							—		—		2,230		1,463		—		3,693
Other long-term assets							18		—		106		86		(3)		207
					Total assets	$	5,938	$	82	$	8,235	$	4,398	$	(9,924)	$	8,729
LIABILITIES AND EQUITY
Current liabilities:
	Current portion of long-term debt					$	3	$	—	$	18	$	27	$	—	$	48
	Accounts payable and subcontractors payable, including retentions						5		—		377		313		(73)		622
	Accrued salaries and employee benefits						35		—		289		149		—		473
	Billings in excess of costs and accrued earnings on contracts						—		—		124		117		—		241
	Intercompany accounts payable						1,452		—		1,079		351		(2,882)		—
	Short-term intercompany notes payable						66		—		21		131		(218)		—
	Other current liabilities						58		—		282		18		(22)		336
			Total current liabilities				1,619		—		2,190		1,106		(3,195)		1,720
Long-term debt							1,168		700		39		162		—		2,069
Deferred tax liabilities							—		—		371		74		(3)		442
Self-insurance reserves							—		—		11		115		—		126
Pension and post-retirement benefit obligations							—		—		121		161		—		282
Long-term intercompany notes payable							—		—		566		1,256		(1,822)		—
Other long-term liabilities							2		—		90		33		—		125
				Total liabilities			2,789		700		3,388		2,907		(5,020)		4,764
URS stockholders' equity							3,819		22		5,490		1,432		(6,944)		3,819
Intercompany notes receivable							(670)		(640)		(643)		(87)		2,040		—
			Total URS stockholders' equity				3,149		(618)		4,847		1,345		(4,904)		3,819
Noncontrolling interests							—		—		—		146		—		146
				Total stockholders' equity			3,149		(618)		4,847		1,491		(4,904)		3,965
					Total liabilities and stockholders' equity	$	5,938	$	82	$	8,235	$	4,398	$	(9,924)	$	8,729

						CONDENSED CONSOLIDATING BALANCE SHEET - UNAUDITED
						As of January 3, 2014
(in millions)						Issuer Parent		Issuer Fox LP		Guarantors		Non- Guarantors		Eliminations		Consolidated
ASSETS
Current assets:
	Cash and cash equivalents					$	107	$	—	$	20	$	205	$	(48)	$	284
	Accounts receivable, including retentions						—		—		815		590		(12)		1,393
	Costs and accrued earnings in excess of billings on contracts						—		—		980		547		(6)		1,521
	Less receivable allowances						—		—		(30)		(35)		—		(65)
		Net accounts receivable					—		—		1,765		1,102		(18)		2,849
	Intercompany accounts receivable						440		19		2,439		422		(3,320)		—
	Other current assets						42		—		108		118		(10)		258
			Total current assets				589		19		4,332		1,847		(3,396)		3,391
Investments in and advances to subsidiaries and unconsolidated joint ventures							5,731		52		1,488		192		(7,218)		245
Property and equipment, net							29		—		166		413		—		608
Intangible assets, net							—		—		229		341		—		570
Goodwill							—		—		2,230		1,466		—		3,696
Other long-term assets							19		—		106		87		(4)		208
					Total assets	$	6,368	$	71	$	8,551	$	4,346	$	(10,618)	$	8,718
LIABILITIES AND EQUITY
Current liabilities:
	Current portion of long-term debt					$	2	$	—	$	16	$	27	$	—	$	45
	Accounts payable and subcontractors payable, including retentions						3		—		421		331		(67)		688
	Accrued salaries and employee benefits						34		—		345		128		—		507
	Billings in excess of costs and accrued earnings on contracts						—		—		126		107		—		233
	Intercompany accounts payable						1,952		—		1,052		316		(3,320)		—
	Short-term intercompany notes payable						66		—		21		189		(276)		—
	Other current liabilities						50		9		277		40		(10)		366
			Total current liabilities				2,107		9		2,258		1,138		(3,673)		1,839
Long-term debt							907		700		28		32		—		1,667
Deferred tax liabilities							—		—		371		76		(3)		444
Self-insurance reserves							—		—		11		116		—		127
Pension and post-retirement benefit obligations							—		—		124		162		—		286
Long-term intercompany notes payable							—		—		564		1,263		(1,827)		—
Other long-term liabilities							3		—		94		31		—		128
				Total liabilities			3,017		709		3,450		2,818		(5,503)		4,491
URS stockholders' equity							4,081		19		5,731		1,468		(7,218)		4,081
Intercompany notes receivable							(730)		(657)		(630)		(86)		2,103		—
			Total URS stockholders' equity				3,351		(638)		5,101		1,382		(5,115)		4,081
Noncontrolling interests							—		—		—		146		—		146
				Total stockholders' equity			3,351		(638)		5,101		1,528		(5,115)		4,227
					Total liabilities and stockholders' equity	$	6,368	$	71	$	8,551	$	4,346	$	(10,618)	$	8,718

Schedule of condensed consolidating statement of operations [Table Text Block]

			CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS – UNAUDITED
			For the Three Months Ended April 4, 2014
(in millions)			Issuer Parent		Issuer Fox LP		Guarantors		Non- Guarantors		Eliminations		Consolidated
Revenues			$	—	$	—	$	1,463	$	1,136	$	(62)	$	2,537
Cost of revenues				—		—		(1,397)		(1,112)		62		(2,447)
General and administrative expenses				(23)		—		—		1		—		(22)
Equity in income (loss) in subsidiaries				23		8		(11)		(5)		(15)		—
Equity in income of unconsolidated joint ventures				—		—		2		17		—		19
Intercompany royalty and general and administrative charges				34		—		(25)		(9)		—		—
	Operating income (loss)			34		8		32		28		(15)		87
Interest expense				(7)		(9)		—		(2)		—		(18)
Intercompany interest income				2		1		9		1		(13)		—
Intercompany interest expense				(1)		—		(2)		(10)		13		—
Other expenses				—		—		—		(4)		—		(4)
	Income (loss) before income taxes			28		—		39		13		(15)		65
Income tax benefit (expense)				(1)		3		(16)		(12)		—		(26)
	Net income (loss) including noncontrolling interests			27		3		23		1		(15)		39
Noncontrolling interests in income of consolidated subsidiaries				—		—		—		(12)		—		(12)
		Net income (loss) attributable to URS	$	27	$	3	$	23	$	(11)	$	(15)	$	27
		Comprehensive income (loss) attributable to URS	$	11	$	3	$	9	$	(28)	$	16	$	11

			CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS – UNAUDITED
			For the Three Months Ended March 29, 2013
(in millions)			Issuer Parent		Issuer Fox LP		Guarantors		Non- Guarantors		Eliminations		Consolidated
Revenues			$	—	$	—	$	1,723	$	1,160	$	(80)	$	2,803
Cost of revenues				—		—		(1,598)		(1,133)		80		(2,651)
General and administrative expenses				(22)		—		—		(1)		—		(23)
Equity in income (loss) in subsidiaries				66		8		4		(5)		(73)		—
Equity in income of unconsolidated joint ventures				—		—		3		21		—		24
Intercompany royalty and general and administrative charges				37		—		(33)		(4)		—		—
	Operating income (loss)			81		8		99		38		(73)		153
Interest expense				(8)		(8)		—		(5)		—		(21)
Intercompany interest income				3		1		9		—		(13)		—
Intercompany interest expense				—		—		(3)		(10)		13		—
Other expenses				—		—		—		(3)		—		(3)
	Income (loss) before income taxes			76		1		105		20		(73)		129
Income tax benefit (expense)				(4)		2		(39)		(1)		—		(42)
	Net income (loss) including noncontrolling interests			72		3		66		19		(73)		87
Noncontrolling interests in income of consolidated subsidiaries				—		—		—		(15)		—		(15)
		Net income (loss) attributable to URS	$	72	$	3	$	66	$	4	$	(73)	$	72
		Comprehensive income (loss) attributable to URS	$	40	$	3	$	36	$	(33)	$	(6)	$	40

Schedule of condensed consolidating cash flow statement [Table Text Block]

		CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS – UNAUDITED
		For the Three Months Ended April 4, 2014
(in millions)		Issuer Parent		Issuer Fox LP		Guarantors		Non- Guarantors		Eliminations		Consolidated
Net cash from operating activities		$	5	$	(15)	$	(13)	$	(100)	$	(9)	$	(132)
Cash flows from investing activities:
	Proceeds from disposal of property and equipment		—		—		—		4		—		4
	Changes in restricted cash		—		—		—		1		—		1
	Capital expenditures, less equipment purchased through capital leases and equipment notes		(1)		—		(6)		(8)		—		(15)
	Other intercompany investing activities		50		17		22		21		(110)		—
Net cash from investing activities			49		17		16		18		(110)		(10)
Cash flows from financing activities:
	Payments on long-term debt		—		—		7		(9)		—		(2)
	Borrowings from revolving line of credit		360		—		—		136		—		496
	Payments on revolving line of credit		(100)		—		—		(9)		—		(109)
	Net payments on other indebtedness		(1)		—		5		(9)		—		(5)
	Net change in overdrafts		—		—		—		2		—		2
	Proceeds from employee stock purchases and exercises of stock options		1		—		—		—		—		1
	Distributions to noncontrolling interests		—		—		—		(14)		—		(14)
	Dividends paid		(15)		—		—		—		—		(15)
	Repurchases of common stock		(266)		—		—		—		—		(266)
	Other intercompany financing activities		(79)		(2)		2		(31)		110		—
Net cash from financing activities			(100)		(2)		14		66		110		88
Net change in cash and cash equivalents			(46)		—		17		(16)		(9)		(54)
Effect of foreign exchange rate changes on cash and cash equivalents			—		—		—		1		—		1
Cash and cash equivalents at beginning of period			107		—		20		205		(48)		284
Cash and cash equivalents at end of period		$	61	$	—	$	37	$	190	$	(57)	$	231

		CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS – UNAUDITED
		For the Three Months Ended March 29, 2013
(in millions)		Issuer Parent		Issuer Fox LP		Guarantors		Non- Guarantors		Eliminations		Consolidated
Net cash from operating activities		$	26	$	—	$	46	$	(21)	$	(1)	$	50
Cash flows from investing activities:
	Proceeds from disposal of property and equipment		—		—		—		3		—		3
	Changes in restricted cash		—		—		—		2		—		2
	Capital expenditures, less equipment purchased through capital leases and equipment notes		(2)		—		(7)		(16)		—		(25)
	Other intercompany investing activities		80		—		5		(20)		(65)		—
Net cash from investing activities			78		—		(2)		(31)		(65)		(20)
Cash flows from financing activities:
	Payments on long-term debt		—		—		(1)		—		—		(1)
	Borrowings from revolving line of credit		255		—		—		—		—		255
	Payments on revolving line of credit		(195)		—		—		(40)		—		(235)
	Net payments on other indebtedness		—		—		(3)		(4)		—		(7)
	Net change in overdrafts		—		—		3		3		(37)		(31)
	Proceeds from employee stock purchases and exercises of stock options		6		—		—		—		—		6
	Distributions to noncontrolling interests		—		—		—		(15)		—		(15)
	Dividends paid		(15)		—		—		—		—		(15)
	Repurchases of common stock		(45)		—		—		—		—		(45)
	Other intercompany financing activities		(75)		—		(47)		57		65		—
Net cash from financing activities			(69)		—		(48)		1		28		(88)
Net change in cash and cash equivalents			35		—		(4)		(51)		(38)		(58)
Effect of foreign exchange rate changes on cash and cash equivalents			—		—		—		(8)		—		(8)
Cash and cash equivalents at beginning of period			14		—		17		286		(2)		315
Cash and cash equivalents at end of period		$	49	$	—	$	13	$	227	$	(40)	$	249

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BUSINESS, BASIS OF PRESENTATION, AND ACCOUNTING POLICIES (DETAILS) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Apr. 04, 2014 segments	Mar. 29, 2013
Change in accounting estimate [Line Items]
Revenues	$ 2,537	$ 2,803
Organization, consolidation and presentation of financial statements, as shown (Textuals) [Abstract]
Number of operating segments	4
Performance-based Incentive Fees [Member]
Change in accounting estimate [Line Items]
Revenues		24
Impact on operating income		24
Impact on net income		$ 14
Impact on EPS		$ 0.19

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BUSINESS, BASIS OF PRESENTATION, AND ACCOUNTING POLICIES

3 Months Ended

Apr. 04, 2014

Notes to Financial Statements [Abstract]

BUSINESS, BASIS OF PRESENTATION, AND ACCOUNTING POLICIES

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

Overview

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 fiscal year ended January 3, 2014. The results of operations for the three months ended April 4, 2014 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 and recurring adjustments that are necessary for a fair statement of our financial position, results of operations and cash flows for the interim periods presented.

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.

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.

Use of and Changes in Estimates 

The preparation of our unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the balance sheet dates, and the reported amounts of revenues and expenses during the reporting period. 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.

Our business activities involve making significant estimates and assumptions in the normal course of business relating to our contracts. We focus on evaluating the performance of contracts individually.  These estimates and assumptions can vary in the normal course of business as contracts progress, when estimated productivity assumptions change based on experience to-date and as uncertainties are resolved. We use the cumulative catch-up method applicable to construction contract accounting to account for revisions in estimates.

There were no material changes in estimates during the three months ended April 4, 2014.

During the three months endedMarch 29, 2013, our results of operations included the recognition of $24 million of performance-based incentive fees from our work managing the chemical demilitarization program. This change in estimate resulted in an increase of $24 million in operating income, $14 million in net income and $0.19 in diluted earnings per common share (“diluted EPS”) for the three months ended March 29, 2013.

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EARNINGS PER SHARE (DETAILS) In Millions, unless otherwise specified	3 Months Ended
	Apr. 04, 2014		Mar. 29, 2013
Weighted-average shares of common stock outstanding:
Weighted-average shares of common stock outstanding	71.6	[1]	74.4	[1]
Effect of dilutive stock options, restricted stock awards and units and employee stock purchase plan shares	0.5		0.5
Weighted-average shares of common stock outstanding - Diluted	72.1		74.9
Maximum [Member]
Statement [Line Items]
Anti-dilutive equity awards not included in components of weighted-average shares of common stock outstanding	0.5		0.5

[1] Weighted-average shares of common stock outstanding are net of treasury stock and exclude nonvested restricted stock awards.

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EMPLOYEE RETIREMENT PLANS (DETAILS) (USD $) In Millions, unless otherwise specified			3 Months Ended
	Apr. 04, 2014	Jan. 03, 2014	Apr. 04, 2014 Pension Plans, Defined Benefit [Member]	Apr. 04, 2014 Domestic Pension Plans [Member]	Mar. 29, 2013 Domestic Pension Plans [Member]	Apr. 04, 2014 Foreign Pension Plans [Member]	Mar. 29, 2013 Foreign Pension Plans [Member]
Change in benefit obligation:
Service cost				$ 2	$ 2
Interest cost				5	5	6	6
Change in plan assets:
Employer contributions			7
Amounts recognized in our Consolidated Balance Sheets consist of:
Accrued benefit liability included in other long-term liabilities	282	286
Net periodic pension costs:
Service cost				2	2
Interest cost				5	5	6	6
Expected return on plan assets				(6)	(5)	(6)	(6)
Recognized actuarial loss				2	4
Total net periodic pension costs				3	6
Other defined benefit plans disclosures (Textuals) [Abstract]
Cash contributions			7
Estimated future employer contributions in next fiscal year (Textuals) [Abstract]
Estimated future employer contributions in next fiscal year			$ 41

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SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (DETAILS) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Apr. 04, 2014		Mar. 29, 2013
Selected Quarterly Financial Information (unaudited) [Abstract]
Revenues	$ 2,537		$ 2,803
Cost of revenues	(2,447)		(2,651)
Operating income (loss)	87		153
Other income (expenses)	(4)		(3)
Income tax benefit (expense)	(26)		(42)
Net income (loss) including noncontrolling interests	39		87
Noncontrolling interests in income of consolidated subsidiaries	(12)		(15)
Net income (loss) attributable to URS	27		72
Earnings (loss) per share:
Basic	$ 0.38		$ 0.97
Diluted	$ 0.37		$ 0.96
Weighted-average shares of common stock outstanding:
Basic	71.6	[1]	74.4	[1]
Diluted	72.1		74.9
Selected Quarterly Financial Information (Textuals) [Abstract]
Effective income tax rate %	39.30%		32.70%
Consolidated Statements of Operations Data [Abstract]
Income (loss) before income taxes	65		129
Operating income (loss)	87		153
Income tax benefit (expense)	(26)		(42)
Net income (loss) including noncontrolling interests	39		87
Noncontrolling interests in income of consolidated subsidiaries	(12)		(15)
Net income (loss) attributable to URS	$ 27		$ 72

[1] Weighted-average shares of common stock outstanding are net of treasury stock and exclude nonvested restricted stock awards.

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CONSOLIDATED BALANCE SHEETS (USD $)	Apr. 04, 2014		Jan. 03, 2014
Current assets:
Cash and cash equivalents	$ 231,000,000		$ 284,000,000
Accounts receivable, including retentions of $126 and $117, respectively	1,377,000,000		1,393,000,000
Costs and accrued earnings in excess of billings on contracts	1,653,000,000		1,521,000,000
Less receivable allowances	(54,000,000)		(65,000,000)
Net accounts receivable	2,976,000,000		2,849,000,000
Other current assets	245,000,000		258,000,000
Total current assets	3,452,000,000		3,391,000,000
Investments in and advances to unconsolidated joint ventures	239,000,000		245,000,000
Property and equipment, net of accumulated depreciation of $699 and $676, respectively	597,000,000		608,000,000
Intangible assets, net	541,000,000		570,000,000
Goodwill	3,693,000,000		3,696,000,000
Other long-term assets	207,000,000		208,000,000
Total assets	8,729,000,000	[1]	8,718,000,000	[1]
Current liabilities:
Current portion of long-term debt	48,000,000		45,000,000
Accounts payable and subcontractors payable, including retentions of $28 and $29, respectively	622,000,000		688,000,000
Accrued salaries and employee benefits	473,000,000		507,000,000
Billings in excess of costs and accrued earnings on contracts	241,000,000		233,000,000
Other current liabilities	336,000,000		366,000,000
Total current liabilities	1,720,000,000		1,839,000,000
Long-term debt	2,069,000,000		1,667,000,000
Deferred tax liabilities	442,000,000		444,000,000
Self-insurance reserves	126,000,000		127,000,000
Pension and post-retirement benefit obligations	282,000,000		286,000,000
Other long-term liabilities	125,000,000		128,000,000
Total liabilities	4,764,000,000		4,491,000,000
Commitments and contingencies
URS stockholders' equity:
Preferred stock, authorized 3 shares; no shares outstanding	0		0
Common stock, par value $.01; authorized 200 shares; 89 and 89 shares issued, respectively; and 69 and 75 shares outstanding, respectively	1,000,000		1,000,000
Treasury stock, 20 and 14 shares at cost, respectively	(854,000,000)		(588,000,000)
Additional paid-in capital	3,046,000,000		3,038,000,000
Accumulated other comprehensive loss	(217,000,000)		(201,000,000)
Retained earnings	1,843,000,000		1,831,000,000
Total URS stockholders' equity	3,819,000,000		4,081,000,000
Noncontrolling interests	146,000,000		146,000,000
Total stockholders' equity	3,965,000,000		4,227,000,000
Total liabilities and stockholders' equity	$ 8,729,000,000		$ 8,718,000,000

[1] Total assets by segments, as of April 4, 2014 and January 3, 2014, include inter-segment transfers of goodwill as a result of the realignment of our businesses. Approximately $566 million of goodwill related to our Global Management and Operations Services Group was transferred from the Energy & Construction Division to the Federal Services Division. The realignment of the other businesses did not have a material impact to the transfer of goodwill between segments.

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COMMITMENTS AND CONTINGENCIES (DETAILS)	3 Months Ended						3 Months Ended
	Apr. 04, 2014 USAID Egyptian Projects [Member] USD ($)	Apr. 04, 2014 New Orleans Levee Failure Class Action Litigation [Member] USD ($) lawsuits	Apr. 12, 2013 New Orleans Levee Failure Class Action Litigation [Member] lawsuits	Apr. 04, 2014 Canadian Pipeline Contract [Member] CAD	Apr. 04, 2014 DOE Deactivation, Demolition and Removal Project [Member] USD ($)	Jan. 03, 2014 DOE Deactivation, Demolition and Removal Project [Member] USD ($)	Apr. 04, 2014 Bolivian Mine Services Agreement [Member] USD ($)	Aug. 03, 2012 Bolivian Mine Services Agreement [Member] USD ($)	Apr. 04, 2014 Indemnification of Joint Venture Partner [Member] USD ($)	Apr. 04, 2014 Guarantee of Foreign Credit Facilities and Bank Guarantee Lines [Member] USD ($)
Guarantee Obligations [Line Items]
Guarantee obligations current carrying value									$ 25,000,000
Bank guarantee outstanding under foreign credit facilities and other banking arrangements										48,000,000
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 Delaware, 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.	Plaintiffs allege that defendants were negligent in their design, construction and/or maintenance of the New Orleans levees. Specifically, as to WGI Ohio, plaintiffs allege that work WGI Ohio performed adjacent to the Industrial Canal damaged the levee and floodwall, causing or contributing to breaches and flooding.		Canadian Pipeline Contract: In January 2010, a pipeline owner filed an action in the Court of Queen’s Bench of Alberta, Canada against Flint Energy Services Ltd. (“Flint”), a company we acquired 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, design services, construction services, and other work, causing damage to and abandonment of the line. The pipeline owner alleges it has suffered approximately C$85 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. Subsequently, 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 (including doubling and trebling of damages) for violations of the statutes as well as a refund of the approximately $373 million paid to WGI Delaware under the specified contracts.	Fifty-nine personal injury and property damage class action lawsuits were filed in Louisiana State and federal court against several defendants, including WGI Ohio, seeking $200 billion in damages plus attorneys’ fees and costs. Plaintiffs are residents and property owners who claim to have incurred damages from the breach and failure of the hurricane protection levees and floodwalls in the wake of Hurricane Katrina. All 59 lawsuits were pleaded as class actions but none have yet been certified as class actions. Along with WGI Ohio, the U.S. Army Corps of Engineers, the Board for the Orleans Levee District, and its insurer, St. Paul Fire and Marine Insurance Company were also named as defendants. At this time WGI Ohio and the Army Corps of Engineers are the remaining defendants. These 59 lawsuits, along with other hurricane-related cases not involving WGI Ohio, were consolidated in the United States District Court for the Eastern District of Louisiana (“District Court”).		The pipeline owner alleges it has suffered approximately C$85 million in damages in connection with the abandonment and replacement of the pipeline			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 (“ICC”) asserting claims up to $53 million.
Loss contingency actions taken by court arbitrator or mediator	On April 24, 2012, the Bankruptcy Court ruled that the bulk of the federal government’s claims under the False Claims and the Federal Foreign Assistance Acts are not barred. On November 7, 2012, WGI Delaware appealed the Bankruptcy Court’s decision to the Ninth Circuit Bankruptcy Appellate Panel. On August 2, 2013, the Appellate Panel affirmed the Bankruptcy Court’s decision. On September 26, 2013, WGI Delaware appealed the Appellate Panel’s decision to the United States Ninth Circuit Court of Appeals.	WGI Ohio filed a motion for summary judgment, seeking dismissal on grounds that government contractors are immune from liability. On December 15, 2008, the District Court granted WGI Ohio’s motion for summary judgment, but several plaintiffs appealed that decision to the United States Fifth Circuit Court of Appeals on April 27, 2009. 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 decided that the government contractor immunity defense would not be available to WGI Ohio at trial, but would be an issue for appeal. Five of the cases were tried in District Court from September 12, 2012 through October 3, 2012. On April 12, 2013, the District Court ruled in favor of WGI Ohio and the Army Corps of Engineers, finding that the five plaintiffs failed to prove that WGI Ohio’s or the Army Corps of Engineers’ actions caused the failure of the Industrial Canal floodwall during Hurricane Katrina On December 20, 2013, the District Court dismissed the majority of the lawsuits and the remainder of the outstanding claims is being transferred to the District Court for final judgment of dismissal.					On August 9, 2013, an $11 million ICC arbitration tribunal award was issued against Washington Group Bolivia and, on September 5, 2013, the mine owner petitioned the United States District Court of Colorado to confirm the ICC arbitration award.
Loss contingency actions taken by plaintiff and defendant	USAID Egyptian Projects: In March 2003, Washington Group International, Inc., a Delaware company (“WGI Delaware”), our wholly owned subsidiary, was notified by the Department of Justice that the federal government was considering civil litigation against WGI Delaware for potential violations of the U.S. Agency for International Development (“USAID”) source, origin, and nationality regulations in connection with five of WGI Delaware’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 Delaware, 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 (including doubling and trebling of damages) for violations of the statutes as well as a refund of the approximately $373 million paid to WGI Delaware under the specified contracts. WGI Delaware has denied any liability in the action and contests the federal government’s damage allegations and its entitlement to recovery. All USAID projects under the contracts have been completed and are fully operational. In March 2005, WGI Delaware filed motions in Idaho District Court and the United States Bankruptcy Court in Nevada contending that the federal government’s Idaho action is barred under the plan of reorganization approved by the Bankruptcy Court in 2002 when WGI Delaware emerged from bankruptcy protection. In 2006, the Idaho action was stayed pending the bankruptcy-related proceedings. On April 24, 2012, the Bankruptcy Court ruled that the bulk of the federal government’s claims under the False Claims and the Federal Foreign Assistance Acts are not barred. On November 7, 2012, WGI Delaware appealed the Bankruptcy Court’s decision to the Ninth Circuit Bankruptcy Appellate Panel. On August 2, 2013, the Appellate Panel affirmed the Bankruptcy Court’s decision. On September 26, 2013, WGI Delaware appealed the Appellate Panel’s decision to the United States Ninth Circuit Court of Appeals. WGI Delaware intends to continue to defend this matter vigorously; however, WGI Delaware 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 the limited discovery that has been conducted to-date in the Idaho 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 overall age of this matter, as well as a number of additional factors. Accordingly, no amounts have been accrued for the federal government claims in the Idaho action. In March 2005, WGI Delaware filed motions in Idaho District Court and the United States Bankruptcy Court in Nevada contending that the federal government’s Idaho action is barred under the plan of reorganization approved by the Bankruptcy Court in 2002 when WGI Delaware emerged from bankruptcy protection.	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. Fifty-nine personal injury and property damage class action lawsuits were filed in Louisiana State and federal court against several defendants, including WGI Ohio, seeking $200 billion in damages plus attorneys’ fees and costs. Plaintiffs are residents and property owners who claim to have incurred damages from the breach and failure of the hurricane protection levees and floodwalls in the wake of Hurricane Katrina. All 59 lawsuits were pleaded as class actions but none have yet been certified as class actions. Along with WGI Ohio, the U.S. Army Corps of Engineers, the Board for the Orleans Levee District, and its insurer, St. Paul Fire and Marine Insurance Company were also named as defendants. At this time WGI Ohio and the Army Corps of Engineers are the remaining defendants. These 59 lawsuits, along with other hurricane-related cases not involving WGI Ohio, were consolidated in the United States District Court for the Eastern District of Louisiana (“District Court”). Plaintiffs allege that defendants were negligent in their design, construction and/or maintenance of the New Orleans levees. Specifically, as to WGI Ohio, plaintiffs allege that work WGI Ohio performed adjacent to the Industrial Canal damaged the levee and floodwall, causing or contributing to breaches and flooding. WGI Ohio did not design, construct, repair or maintain any of the levees or the floodwalls that failed during or after Hurricane Katrina. Rather, WGI Ohio performed work adjacent to the Industrial Canal as a contractor for the federal government. WGI Ohio filed a motion for summary judgment, seeking dismissal on grounds that government contractors are immune from liability. On December 15, 2008, the District Court granted WGI Ohio’s motion for summary judgment, but several plaintiffs appealed that decision to the United States Fifth Circuit Court of Appeals on April 27, 2009. 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 decided that the government contractor immunity defense would not be available to WGI Ohio at trial, but would be an issue for appeal. Five of the cases were tried in District Court from September 12, 2012 through October 3, 2012. On April 12, 2013, the District Court ruled in favor of WGI Ohio and the Army Corps of Engineers, finding that the five plaintiffs failed to prove that WGI Ohio’s or the Army Corps of Engineers’ actions caused the failure of the Industrial Canal floodwall during Hurricane Katrina. On July 1, 2013, WGI Ohio filed a motion for summary judgment in District Court to dismiss all other related cases as a result of the District Court’s April 2013 decision. On December 20, 2013, the District Court dismissed the majority of the lawsuits and the remainder of the outstanding claims is being transferred to the District Court for final judgment of dismissal. WGI Ohio intends to continue to defend these matters vigorously until all claims are dismissed; 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 likelihood of an appeal; 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. On July 1, 2013, WGI Ohio filed a motion for summary judgment in District Court to dismiss all other related cases as a result of the District Court’s April 2013 decision.		Canadian Pipeline Contract: In January 2010, a pipeline owner filed an action in the Court of Queen’s Bench of Alberta, Canada against Flint Energy Services Ltd. (“Flint”), a company we acquired 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, design services, construction services, and other work, causing damage to and abandonment of the line. The pipeline owner alleges it has suffered approximately C$85 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 co-defendants 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 and the resolution of this matter cannot be determined at this time primarily due to the early stage of the discovery; 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 the 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 February 2011, WGI Ohio and the DOE executed a Task Order Modification that changed some cost-reimbursable contract provisions to at-risk. The Task Order Modification, including subsequent amendments, requires the DOE to pay all project costs up to $106 million, requires WGI Ohio and the DOE to equally share in all project costs incurred from $106 million to $146 million, and requires WGI Ohio to pay all project costs exceeding $146 million. In addition, in September 2011, WGI Ohio voluntarily paid a civil penalty related to the contamination incident. Through April 4, 2014, WGI Ohio has incurred total project costs of $271 million. Due to unanticipated requirements and permitting delays by federal and state agencies, as well as delays and related ground stabilization activities caused by Hurricane Irene, WGI Ohio has been required to perform work outside the scope of the Task Order Modification. In April 2013, WGI Ohio submitted claims against the DOE pursuant to the Contracts Disputes Acts seeking recovery of $118 million in unfunded requests for equitable adjustment (“REAs”) including additional fees on expanded work scope. Through April 4, 2014, the DOE has approved one of the REAs for $1 million and has authorized $32 million of additional funding primarily related to the hurricane-caused impacts. As of April 4, 2014, WGI Ohio has recorded $91 million in accounts receivable for project costs incurred to date in excess of the DOE contracted amount that may not be collected unless and until the claims are favorably resolved. In addition, due to continuing delays and disagreements about the responsibilities for the scope of the remaining project completion costs, WGI Ohio is unable to determine its portion of the remaining project completions costs, which may exceed $300 million. WGI Ohio can provide no certainty that it will recover the $118 million in submitted DOE claims and fees incurred through April 2013 related to REAs, hurricane-caused work or other directed changes, as well as any other project costs after April 2013 that WGI Ohio is obligated to incur including the remaining project completion costs, which could negatively impact our future results of operations.		Bolivian Mine Services Agreement: In 2009, a mine service agreement performed by our wholly owned subsidiary, 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. Subsequently, 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 (“ICC”) asserting claims up to $53 million. Washington Group Bolivia brought a $50 million counterclaim on August 3, 2012 against the mine owner asserting claims of wrongful termination and lost productivity. Arbitration on the mine owner’s claims and Washington Group Bolivia’s counterclaims commenced before the ICC. In the course of the arbitration proceedings, the mine owner reduced its claims to approximately $32 million, while Washington Group Bolivia refined its counterclaim amount to not more than $63 million. On August 9, 2013, an $11 million ICC arbitration tribunal award was issued against Washington Group Bolivia and, on September 5, 2013, the mine owner petitioned the United States District Court of Colorado to confirm the ICC arbitration award. On October 1, 2013, Washington Group Bolivia filed a cross motion to partially vacate the ICC arbitration award in the District Court of Colorado. On February 3, 2014, the District Court of Colorado entered judgment confirming the ICC arbitration award and denied Washington Group Bolivia’s motion to partially vacate the award. Washington Group Bolivia has paid the award, and a satisfaction of judgment was filed by the mine owner with the Court on February 25, 2014. We have accrued an estimated probable loss of $11 million related to this matter; however, we expect the loss to be recoverable under our insurance program.
Total damages against all defendants claimed in the legal matter	373,000,000	200,000,000,000		85,000,000			53,000,000
Amount of counterclaim								50,000,000
Task order modification costs threshold below to be paid by customer					106,000,000
Task order modification costs to be paid equally by customer and company - range minimum					106,000,000
Task order modification costs to be paid equally by customer and company - range maximum					146,000,000
Task order modification costs threshold above to be paid by Company					146,000,000
Project reimbursement request arising from acts of nature					118,000,000
Total project costs					271,000,000
Loss contingency, lawsuits filed, number		59
Loss contingency, number of settled and dismissed claims			5
Authorized project reimbursements arising from acts of nature					32,000,000
Loss contingency revised value of damages sought							32,000,000
Maximum amount of counterclaim							63,000,000
Claim for unfunded requests for equitable adjustment (REA)					118,000,000
Approved requests for equitable adjustment					1,000,000
Accounts receivable					91,000,000	82,000,000
Loss contingency, damages awarded value							11,000,000
Loss contingency, accrual provision							11,000,000
Loss contingency potential final project completion costs					$ 300,000,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 04, 2014	Mar. 29, 2013
Cash flows from operating activities:
Net income (loss) including noncontrolling interests	$ 39	$ 87
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization	35	40
Amortization of intangible assets	25	28
Gain on disposal of property and equipment	(1)	(1)
Deferred income taxes	(7)	(7)
Stock-based compensation	6	11
Equity in income of unconsolidated joint ventures	(19)	(24)
Dividends received from unconsolidated joint ventures	19	23
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	(136)	90
Other current assets	2	4
Other long-term assets	9	(91)
Accounts payable, accrued salaries and employee benefits, and other current liabilities	(103)	(130)
Billings in excess of costs and accrued earnings on contracts	7	(15)
Other long-term liabilities	(8)	35
Total adjustments and changes	(171)	(37)
Net cash from operating activities	(132)	50
Cash flows from investing activities:
Proceeds from disposal of property and equipment	4	3
Changes in restricted cash	1	2
Capital expenditures, less equipment purchased through capital leases and equipment notes	(15)	(25)
Net cash from investing activities	(10)	(20)
Cash flows from financing activities:
Payments on long-term debt	(2)	(1)
Borrowings from revolving line of credit	496	255
Payments on revolving line of credit	(109)	(235)
Net payments on other indebtedness	(5)	(7)
Net change in overdrafts	2	(31)
Proceeds from employee stock purchases and exercises of stock options	1	6
Distributions to noncontrolling interests	(14)	(15)
Dividends paid	(15)	(15)
Repurchases of common stock	(266)	(45)
Net cash from financing activities	88	(88)
Net change in cash and cash equivalents	(54)	(58)
Effect of foreign exchange rate changes on cash and cash equivalents	1	(8)
Cash and cash equivalents at beginning of period	284	315
Cash and cash equivalents at end of period	231	249
Supplemental information:
Interest paid	28	6
Taxes paid	6	10
Supplemental schedule of non-cash investing and financing activities:
Equipment acquired with capital lease obligations and equipment note obligations	19	18
Cash dividends declared but not paid	$ 18	$ 16

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BILLINGS IN EXCESS OF COSTS AND ACCRUED EARNINGS ON CONTRACTS (DETAILS) (USD $) In Millions, unless otherwise specified	Apr. 04, 2014	Jan. 03, 2014
Components Of Billings In Excess Of Cost And Accrued Earnings On Contracts [Abstract]
Billings in excess of costs and accrued earnings on contracts	$ 196	$ 193
Project-related legal liabilities and other project-related reserves	41	35
Estimated losses on uncompleted contracts	4	5
Total billings in excess of costs and accrued earnings on contracts	$ 241	$ 233

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EARNINGS PER SHARE (TABLES)

3 Months Ended

Apr. 04, 2014

Earnings per share reconciliation [Abstract]

Earnings per share [Table Text Block]

	Three Months Ended
	April 4,	March 29,
(In millions)	2014	2013
Weighted-average shares of common stock outstanding (1)	71.6	74.4
Effect of dilutive restricted stock awards and units and employee stock purchase plan shares	0.5	0.5
Weighted-average shares of common stock outstanding – Diluted	72.1	74.9

• Weighted-average shares of common stock outstanding are net of treasury stock and exclude nonvested restricted stock awards.

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INDEBTEDNESS (DETAILS) (USD $)	3 Months Ended					3 Months Ended			3 Months Ended				3 Months Ended
	Apr. 04, 2014	Mar. 29, 2013	Jan. 03, 2014	Apr. 04, 2014 Senior Debt Obligations [Member]	Jan. 03, 2014 Senior Debt Obligations [Member]	Apr. 04, 2014 3.85% Senior Notes (net of discount) [Member]	Jan. 03, 2014 3.85% Senior Notes (net of discount) [Member]	Mar. 15, 2012 3.85% Senior Notes (net of discount) [Member]	Apr. 04, 2014 5.00% Senior Notes (net of discount) [Member]	Jan. 03, 2014 5.00% Senior Notes (net of discount) [Member]	Mar. 15, 2012 5.00% Senior Notes (net of discount) [Member]	Apr. 04, 2014 Revolving Line of Credit [Member]	Apr. 04, 2014 Credit Facility Term Loan [Member]	Jan. 03, 2014 Credit Facility Term Loan [Member]
Indebtedness [Abstract]
Bank term loans, net of debt issuance costs	$ 602,000,000		$ 602,000,000
Senior Notes (net of discount)				999,000,000		400,000,000	400,000,000		599,000,000	599,000,000
Revolving line of credit	387,000,000											387,000,000
Other indebtedness	129,000,000		111,000,000
Total indebtedness	2,117,000,000		1,712,000,000
Outstanding debt				1,000,000,000				400,000,000			600,000,000		605,000,000	605,000,000
Interest rate at period end													1.65%	1.67%
Senior credit facility [Abstract]
2011 Credit Facility term loan, basis spread on variable rate													1.50%
Line of credit facility, maximum borrowing capacity	48,000,000		51,000,000
Repayment of revolving line of credit	109,000,000	235,000,000
Debt Instrument, Covenant Compliance						We were in compliance with the covenants of our Senior Notes as of April 4, 2014.			We were in compliance with the covenants of our Senior Notes as of April 4, 2014.				We were in compliance with the covenants of our 2011 Credit Facility as of April 4, 2014
Fair values of our term loans													603,000,000	603,000,000
Senior Notes and Canadian Notes [Abstract]
Senior Notes, unamortized discount				1,000,000
Senior Notes, interest rate, stated percentage								3.85%			5.00%
Senior Notes, issuer redemption price in whole percent of principal				100.00%
Senior Notes, future indebtedness threshold for guarantors						100,000,000			100,000,000
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%
Fair value of our Senior Notes				997,000,000	983,000,000
Revolving line of credit [Abstract]
Letters of credit issued, amount												95,000,000
Amounts available on our revolving credit facility	45,000,000		49,000,000									518,000,000
Other indebtedness [Abstract]
Line of credit facility, aggregate borrowing capacity	48,000,000		51,000,000
Amounts available on our revolving credit facility	$ 45,000,000		$ 49,000,000									$ 518,000,000

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JOINT VENTURES (TABLES)

3 Months Ended

Apr. 04, 2014

Consolidated Joint Ventures [Abstract]

Schedule of consolidated joint ventures [Table Text Block]

			April 4,		January 3,
(In millions)			2014		2014
Cash and cash equivalents			$	78	$	89
Net accounts receivable				208		200
Other current assets				3		3
Noncurrent assets				142		143
		Total assets	$	431	$	435
Accounts and subcontractors payable			$	88	$	94
Billings in excess of costs and accrued earnings on contracts				8		15
Accrued expenses and other				41		40
Noncurrent liabilities				13		12
	Total liabilities			150		161
Total URS equity				135		128
Noncontrolling interests				146		146
	Total owners’ equity			281		274
		Total liabilities and owners’ equity	$	431	$	435

Unconsolidated Joint Ventures [Abstract]

Schedule of unconsolidated joint ventures [Table Text Block]

	Unconsolidated
(In millions)	VIEs
April 4, 2014
Current assets	$	634
Noncurrent assets	$	30
Current liabilities	$	423
Noncurrent liabilities	$	34
January 3, 2014
Current assets	$	616
Noncurrent assets	$	37
Current liabilities	$	433
Noncurrent liabilities	$	7
Three months ended April 4, 2014 (1)
Revenues	$	520
Cost of revenues	$	(468)
Income from continuing operations before tax	$	52
Net income	$	47
Three months ended March 29, 2013 (1)
Revenues	$	547
Cost of revenues	$	(487)
Income from continuing operations before tax	$	60
Net income	$	56

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

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 04, 2014	Mar. 29, 2013
Beginning Balances (in shares)	75
Beginning Balances	$ 4,227
Foreign currency translation adjustments, net of tax	(17)	(36)
Pension and post-retirement related adjustments, net of tax	1	4
Net income (loss) including noncontrolling interests	39	87
Ending Balances (in shares)	69
Ending Balances	$ 3,965

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PARENTHETICAL DATA TO THE CONSOLIDATED BALANCE SHEETS (USD $) In Millions, except Share data, unless otherwise specified	Apr. 04, 2014	Jan. 03, 2014
Current assets:
Accounts receivable retentions	$ 126	$ 117
Accumulated depreciation and amortization	(699)	(676)
Current liabilities:
Accounts payable and subcontractors payable retentions	$ 28	$ 29
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	89,000,000	89,000,000
Common stock shares outstanding	69,000,000	75,000,000
Treasury stock shares at cost	20,000,000	14,000,000

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STOCKHOLDERS' EQUITY

3 Months Ended

Apr. 04, 2014

Notes to Financial Statements [Abstract]

STOCKHOLDERS' EQUITY

NOTE 10. STOCKHOLDERS' EQUITY

Dividend Program

Our Board of Directors declared the following dividends:

Declaration Date	Dividend Per Share		Record Date		Total Maximum Payment		Payment Date
(In millions, except per share data)
February 28, 2014	$	0.22		March 21, 2014	$	16	April 11, 2014
May 9, 2014	$	0.22		June 20, 2014		NA	July 11, 2014

NA = Not available

Equity Incentive Plan

On March 27, 2014, 1.4 million shares of restricted stock awards and units were granted from our 2008 Plan to our executive officers and other employees. We recognize stock-based compensation expense for awards with performance conditions if and when it is probable that the performance condition will be achieved.In the first quarter of 2014, 0.5 million performance-based awards that did not achieve performance requirements were forfeited.

A summary of the status of and changes in our nonvested restricted stock awards and units, according to their contractual terms, as of and for the three months ended April 4, 2014, is presented below:

		Three Months Ended
		April 4, 2014
			Weighted-
		Shares	Average Grant
		(in millions)	Date Fair Value
Nonvested at January 3, 2014		2.8	$	43.66
	Granted	1.4	$	46.98
	Vested	(0.1)	$	46.89
	Forfeited	(0.6)	$	42.84
Nonvested at April 4, 2014		3.5	$	44.53

Stock Repurchase Program

For fiscal years 2012 and 2013, the number of shares authorized for repurchaseunder the repurchase program was3.0 million shares, plus the number of shares equal to the difference between the number of shares authorized to be repurchased in the prior year and the actual number of shares repurchased during the prior year, not to exceed 6.0 million shares in aggregate. In February 2014, our Board of Directors approved a modification of our stock repurchase program to allow for the repurchase of up to 12.0 million shares of our common stock in fiscal year 2014.The Board of Directors may modify, suspend, extend or terminate the program at any time.

The following table summarizes our stock repurchase activities for the three months ended April 4, 2014 and March 29, 2013:

	Three Months Ended
(In millions, except average price paid	April 4,		March 29,
per share)	2014		2013
Common stock repurchase shares		5.7		1.0
Average price paid per share	$	46.45	$	42.96
Cost of common stock repurchased	$	266	$	45

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Document And Entity Information	3 Months Ended
	Apr. 04, 2014	May 05, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Apr. 04, 2014
Entity Registrant Name	URS CORP /NEW/
Entity Central Index Key	0000102379
Current Fiscal Year End Date	--01-02
Entity Well-known Seasoned Issuer	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		68,965,235
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1

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SEGMENT AND RELATED INFORMATION

3 Months Ended

Apr. 04, 2014

Notes to Financial Statements [Abstract]

SEGMENT AND RELATED INFORMATION

NOTE 11. SEGMENT AND RELATED INFORMATION

We operate our business through the following four segments:

• OurInfrastructure & 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.
• OurFederal ServicesDivision provides services to a wide variety of U.S. federalgovernment agencies, as well as to national governments in other countries. This includes program management, planning, design, engineering, systems engineering and technical assistance, construction and construction management, operations and maintenance, management and operations, IT, and decommissioning and closureservices.
• OurEnergy & ConstructionDivisionprovides program management, planning, design, engineering, construction and construction management, operations and maintenance,and decommissioning and closure servicesto private sector clients as well as federal, state, and local government agencies.
• OurOil & Gas Divisionprovides services to oil and gas industry clients throughout the U.S. and Canada. This includesoilfield services,such asrig transportation and fluid hauling;oil and gas production services, including mechanical, electrical and instrumentation services;pipelineand facilityconstruction;module fabrication; and maintenance services.

These foursegments 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 fiscal year ended January 3, 2014. The information disclosed in our condensed consolidated financial statements is based on the four segments that compose our current organizational structure.

Effective with the beginning of our fiscal year 2014, we realignedour Global Management and Operations Services Group, which was a component of our Energy & Construction Division in fiscal year 2013, under the operations and managementof our Federal Services Division. The realignment of this group consolidates the majority of our business with U.S. federalgovernment agencies and national governments outside the U.S in our Federal Services Division. We also realigned a portion of our facility construction, process engineering, and operations and maintenance services to the oil and gas industry among our Oil & Gas, Infrastructure & Environment, and Energy & Construction Divisions.These changes, which restructured elements of our oil and gas business from an organization based on legacy acquisitions to one based on service, are designed to improve our ability to provide integrated services to our oil and gas clients. To reflect these realignments, we have revisedthe prior year amounts to conform to our current year 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
		April 4,		March 29,
(In millions)		2014		2013
Revenues
Infrastructure & Environment		$	850	$	898
Federal Services			649		907
Energy & Construction			544		538
Oil & Gas			514		508
Inter-segment, eliminations and other			(20)		(48)
	Total revenues	$	2,537	$	2,803
Equity in income of unconsolidated joint ventures
Infrastructure & Environment		$	—	$	1
Federal Services			19		21
Energy & Construction			1		2
Oil & Gas			(1)		—
	Total equity in income of unconsolidated joint ventures	$	19	$	24
URS operating income (1)
Infrastructure & Environment		$	36	$	40
Federal Services			48		104
Energy & Construction			2		8
Oil & Gas			11		9
Corporate (2)			(22)		(23)
	Total URS operating income	$	75	$	138
Operating income
Infrastructure & Environment		$	36	$	40
Federal Services			57		115
Energy & Construction			5		12
Oil & Gas			11		9
Corporate (2)			(22)		(23)
	Total operating income	$	87	$	153
Depreciation and amortization
Infrastructure & Environment		$	12	$	13
Federal Services			11		11
Energy & Construction			9		11
Oil & Gas			26		31
Corporate			2		2
	Total depreciation and amortization	$	60	$	68

• We are providing information regarding URS operating income (loss) 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 threemonths ended April 4, 2014 and March 29, 2013were as follows:

		Three Months Ended April 4, 2014
		Infrastructure				Energy		Oil
		&		Federal		&		&
(In millions)		Environment		Services		Construction		Gas		Corporate		Consolidated
URS operating income		$	36	$	48	$	2	$	11	$	(22)	$	75
Noncontrolling interests			—		9		3		—		—		12
	Operating income	$	36	$	57	$	5	$	11	$	(22)	$	87
		Three Months Ended March 29, 2013
		Infrastructure				Energy		Oil
		&		Federal		&		&
(In millions)		Environment		Services		Construction		Gas		Corporate		Consolidated
URS operating income		$	40	$	104	$	8	$	9	$	(23)	$	138
Noncontrolling interests			—		11		4		—		—		15
	Operating income	$	40	$	115	$	12	$	9	$	(23)	$	153

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

		April 4,		January 3,
(In millions)		2014		2014
Infrastructure & Environment		$	8	$	8
Federal Services			94		95
Energy & Construction			22		21
Oil & Gas			115		121
	Total investments in and advances to unconsolidated joint ventures	$	239	$	245
Infrastructure & Environment		$	139	$	136
Federal Services			38		39
Energy & Construction			51		53
Oil & Gas			340		351
Corporate			29		29
	Total property and equipment, net of accumulated depreciation	$	597	$	608

Total assets by segmentwere as follows:

		April 4,		January 3,
(In millions)		2014		2014
Infrastructure & Environment		$	2,122	$	2,119
Federal Services			2,765		2,728
Energy & Construction			2,125		2,129
Oil & Gas			1,525		1,485
Corporate			192		257
	Total assets (1)	$	8,729	$	8,718

• Total assets by segments,as of April 4, 2014 and January 3, 2014, include inter-segment transfers of goodwill as a result of the realignment of our businesses. Approximately $566 million of goodwill related to our Global Management and Operations Services Group was transferred from the Energy & Construction Division to the Federal Services Division. The realignment of the other businesses did not have a material impact to the transfer of goodwill between segments.

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 the 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 threemonths ended April 4, 2014 andMarch 29, 2013 are presented below:

		Three Months Ended
		April 4,		March 29,
(In millions, except percentages)		2014		2013
The U.S. Army (1)
	Infrastructure & Environment	$	33	$	33
	Federal Services		175		388
	Energy & Construction		38		25
Total U.S. Army		$	246	$	446
Revenues from the U.S. Army as a percentage of our consolidated revenues			10%		16%
DOE
	Infrastructure & Environment	$	1	$	1
	Federal Services		185		211
	Energy & Construction		1		—
Total DOE		$	187	$	212
Revenues from DOE as a percentage of our consolidated revenues			7%		8%
Revenues from the federal market sector as a percentage of our consolidated revenues			30%		38%

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

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Apr. 04, 2014		Mar. 29, 2013
Income Statement [Abstract]
Revenues	$ 2,537		$ 2,803
Cost of revenues	(2,447)		(2,651)
General and administrative expenses	(22)		(23)
Equity in income (loss) of unconsolidated joint ventures	19		24
Operating income (loss)	87		153
Interest expense	(18)		(21)
Other income (expenses)	(4)		(3)
Income (loss) before income taxes	65		129
Income tax benefit (expense)	(26)		(42)
Net income (loss) including noncontrolling interests	39		87
Noncontrolling interests in income of consolidated subsidiaries	(12)		(15)
Net income (loss) attributable to URS	$ 27		$ 72
Earnings (loss) per share:
Basic	$ 0.38		$ 0.97
Diluted	$ 0.37		$ 0.96
Weighted-average shares of common stock outstanding:
Basic	71.6	[1]	74.4	[1]
Diluted	72.1		74.9
Cash dividends declared per share	$ 0.22		$ 0.21

[1] Weighted-average shares of common stock outstanding are net of treasury stock and exclude nonvested restricted stock awards.

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JOINT VENTURES

3 Months Ended

Apr. 04, 2014

Notes to Financial Statements [Abstract]

JOINT VENTURES

NOTE 5. JOINT VENTURES

We analyze all of our joint ventures and classify them into two groups:

• Joint ventures that must be consolidated either because they are 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 either because they are 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 three months ended April 4, 2014.

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:

			April 4,		January 3,
(In millions)			2014		2014
Cash and cash equivalents			$	78	$	89
Net accounts receivable				208		200
Other current assets				3		3
Noncurrent assets				142		143
		Total assets	$	431	$	435
Accounts and subcontractors payable			$	88	$	94
Billings in excess of costs and accrued earnings on contracts				8		15
Accrued expenses and other				41		40
Noncurrent liabilities				13		12
	Total liabilities			150		161
Total URS equity				135		128
Noncontrolling interests				146		146
	Total owners’ equity			281		274
		Total liabilities and owners’ equity	$	431	$	435

Total revenues of the consolidated joint ventures were $221million and $254million for the three months ended April 4, 2014 and March 29, 2013, 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
April 4, 2014
Current assets	$	634
Noncurrent assets	$	30
Current liabilities	$	423
Noncurrent liabilities	$	34
January 3, 2014
Current assets	$	616
Noncurrent assets	$	37
Current liabilities	$	433
Noncurrent liabilities	$	7
Three months ended April 4, 2014 (1)
Revenues	$	520
Cost of revenues	$	(468)
Income from continuing operations before tax	$	52
Net income	$	47
Three months ended March 29, 2013 (1)
Revenues	$	547
Cost of revenues	$	(487)
Income from continuing operations before tax	$	60
Net income	$	56

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

We received $19million and $23 million, respectively, of distributions from unconsolidated joint ventures for the three months ended April 4, 2014 and March 29, 2013.

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 majority of the unconsolidated joint ventures in which we participate involve cost-reimbursable, level-of-effort projects that are accounted for as service-type projects, not engineering and construction projects that would follow the percentage-of-completion or completed-contract accounting method. Revenues for service-type contracts are recognized in proportion to the number of service activities performed, in proportion to the direct costs of performing the service activities, or evenly across the period of performance, depending upon the nature of the services provided. The scope of services we provide on these cost-reimbursable contracts are management and operations services for government clients and operations and maintenance services for non-government clients. We believe that, due to the continual changes we experience in client funding and scope definitions, reliable estimates cannot be calculated because they cannot be reliably predicted. In addition, we participate in joint ventures in which the level of our participation is so minimal that we do not have access to those joint ventures' estimates to complete. The joint ventures where we perform engineering and construction contracts and where we have access to the estimates to complete, which are needed to calculate the performance guarantees, are immaterial.

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

3 Months Ended

Apr. 04, 2014

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

The following table summarizes the components of our accounts receivable and costs and accrued earnings in excess of billings on contracts (“Unbilled Accounts Receivable”) with the U.S. federal government and with other customers as of April 4, 2014 and January 3, 2014:

			April 4,		January 3,
(In millions)			2014		2014
Accounts receivable:
	U.S. federal government		$	329	$	353
	Others			1,048		1,040
		Total accounts receivable	$	1,377	$	1,393
Unbilled Accounts Receivable:
	U.S. federal government		$	902	$	856
	Others			881		796
		Total		1,783		1,652
		Less: Amounts included in Other long-term assets		(130)		(131)
		Unbilled Accounts Receivable	$	1,653	$	1,521

As of April 4, 2014 and January 3, 2014, we had one project with accounts receivable balances of $91 million and $82 million, respectively, relating to an outstanding claim. See Note 12, “Commitments and Contingencies,” for further discussion regarding the Department of Energy (“DOE”) Deactivation, Demolition, and Removal Project.

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

3 Months Ended

Apr. 04, 2014

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]

			April 4,		January 3,
(In millions)			2014		2014
Accounts receivable:
	U.S. federal government		$	329	$	353
	Others			1,048		1,040
		Total accounts receivable	$	1,377	$	1,393
Unbilled Accounts Receivable:
	U.S. federal government		$	902	$	856
	Others			881		796
		Total		1,783		1,652
		Less: Amounts included in Other long-term assets		(130)		(131)
		Unbilled Accounts Receivable	$	1,653	$	1,521

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Apr. 04, 2014

Notes to Financial Statements [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 12.COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we and our affiliates are subject to various disputes, audits, investigations and legal proceedings. Additionally, as a government contractor, we are subject to audits, investigations, and claims with respect to our contract performance, pricing, costs, cost allocations, and procurement practices. 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, Inc., a Delaware company (“WGIDelaware”), our wholly owned subsidiary, was notified by the Department of Justice that the federal government was considering civil litigation against WGI Delawarefor potential violations of the U.S. Agency for International Development (“USAID”) source, origin, and nationality regulations in connection with five of WGI Delaware'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 Delaware,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 (including doubling and trebling of damages) for violations of the statutes as well as a refund of the approximately $373 million paid toWGI Delawareunder the specified contracts.WGI Delaware has denied any liability in the action and contests the federal government's damage allegations and its entitlement to recovery. All USAID projects under the contracts have been completed and are fully operational.

  In March 2005, WGI Delawarefiled motions in Idaho District Court and the United States Bankruptcy Court in Nevada contending that the federal government's Idaho action is barred under the plan of reorganization approved by the Bankruptcy Court in 2002 when WGI Delaware emerged from bankruptcy protection. In 2006, the Idaho action was stayed pending the bankruptcy-related proceedings.On April 24, 2012, the Bankruptcy Court ruled that the bulk of the federal government's claims under the False Claims and the Federal Foreign Assistance Acts are not barred. On November 7, 2012, WGI Delaware appealed the Bankruptcy Court's decision to the Ninth Circuit Bankruptcy Appellate Panel. On August 2, 2013, the Appellate Panel affirmed the Bankruptcy Court's decision. On September 26, 2013, WGI Delaware appealed the Appellate Panel's decision to the United States Ninth Circuit Court of Appeals.

  WGI Delawareintends to continue to defend this matter vigorously; however, WGI Delawarecannot 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 the limited discovery that has been conducted to-date in the Idaho 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 overall age of this matter, as well as a number of additional factors. Accordingly, no amounts have been accrued for the federal government claims in the Idaho action.

• 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.Fifty-nine personal injury and property damage class action lawsuits were filed in Louisiana State and federal court against several defendants, including WGI Ohio, seeking$200 billionin damages plus attorneys' fees and costs. Plaintiffs are residents and property owners who claim to have incurred damages from the breach and failure of the hurricane protection levees and floodwalls in the wake of Hurricane Katrina.

All 59 lawsuits were pleaded as class actions but none have yet been certified as class actions. Along with WGI Ohio, the U.S. Army Corps of Engineers, the Board for the Orleans Levee District, and its insurer, St. Paul Fire and Marine Insurance Company were also named as defendants. At this time WGI Ohio and the Army Corps of Engineers are the remaining defendants. These 59 lawsuits, along with other hurricane-related cases not involving WGI Ohio, were consolidated in the United States District Court for the Eastern District of Louisiana (“District Court”).

Plaintiffs allege that defendants were negligent in their design, construction and/or maintenance of the New Orleans levees. Specifically, as to WGI Ohio, plaintiffs allege that work WGI Ohio performed adjacent to the Industrial Canal damaged the levee and floodwall, causing or contributing to breaches and flooding. WGI Ohio did not design, construct, repair or maintain any of the levees or the floodwalls that failed during or after Hurricane Katrina. Rather, WGI Ohio performed work adjacent to the Industrial Canal as a contractor for the federal government.

WGI Ohio filed a motion for summary judgment, seeking dismissal on grounds that government contractors are immune from liability. On December 15, 2008, the District Court granted WGI Ohio's motion for summary judgment, but several plaintiffs appealed that decision to the United States Fifth Circuit Court of Appeals on April 27, 2009. 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 decided that the government contractor immunity defense would not be available to WGI Ohioat trial, but would be an issue for appeal.Five of the cases were tried in District Court from September 12, 2012 through October 3, 2012. On April 12, 2013, the District Court ruled in favor of WGI Ohio and the Army Corps of Engineers, finding that the five plaintiffs failed to prove that WGI Ohio's or the Army Corps of Engineers' actions caused the failure of the Industrial Canal floodwall during Hurricane Katrina. On July 1, 2013, WGI Ohio filed a motion for summary judgment in District Court to dismiss all other related cases as a result of the District Court's April 2013 decision.On December 20, 2013, the District Court dismissed the majority of the lawsuits and the remainder of the outstanding claims is being transferred to the District Court for final judgment of dismissal.

WGI Ohio intends to continue to defend these matters vigorously until all claims are dismissed; 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 likelihood of an appeal; 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 February 2011, WGI Ohio and the DOE executed a Task Order Modification that changed some cost-reimbursable contract provisions to at-risk. The Task Order Modification, including subsequent amendments, requires the DOE to pay all project costs up to $106 million, requires WGI Ohio and the DOE to equally share in all project costs incurred from $106million to $146 million, and requires WGI Ohio to pay all project costs exceeding $146 million.In addition, in September 2011, WGI Ohio voluntarily paid a civil penalty related to the contamination incident. Through April 4, 2014, WGI Ohio has incurred total project costs of $271 million.

  Due to unanticipated requirements and permitting delays by federal and state agencies, as well as delays and related ground stabilization activities caused by Hurricane Irene, WGI Ohio has been required to perform work outside the scope of the Task Order Modification. In April 2013, WGI Ohio submitted claims against the DOE pursuant to the Contracts Disputes Acts seeking recovery of $118 million in unfunded requests for equitable adjustment (“REAs”) including additional fees on expanded work scope.Through April 4, 2014, the DOE has approved one of the REAs for $1 million and has authorized $32 million of additional funding primarily related to the hurricane-caused impacts. As of April 4, 2014, WGI Ohio has recorded $91 million in accounts receivable for project costs incurred to date in excess of the DOE contracted amount that may not be collected unless and until the claims are favorably resolved. In addition, due to continuing delays and disagreements about the responsibilities for the scope of the remaining project completion costs, WGI Ohio is unable to determine its portion of the remaining project completions costs, which may exceed $300 million.

  WGI Ohio can provide no certainty that it will recover the $118 million in submitted DOE claims and fees incurred through April2013 related toREAs, hurricane-caused work or other directed changes, as well as any other project costs after April 2013 that WGI Ohio is obligated to incur including the remaining project completion costs, which could negatively impact our future results of operations.

• Bolivian Mine Services Agreement: In 2009, a mine service agreement performed by our wholly owned subsidiary, 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. Subsequently, 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 (“ICC”) asserting claims up to $53 million. Washington Group Bolivia brought a $50 million counterclaim on August 3, 2012 against the mine owner asserting claims of wrongful termination and lost productivity. Arbitration on the mine owner's claims and Washington Group Bolivia's counterclaims commenced before the ICC. In the course of the arbitration proceedings, the mine owner reduced its claims to approximately $32 million, while Washington Group Bolivia refined its counterclaim amount to not more than $63 million. On August 9, 2013, an $11 million ICC arbitration tribunal award was issued against Washington Group Bolivia and, on September 5, 2013, the mine owner petitioned the United States District Court of Colorado to confirm the ICC arbitration award. On October 1, 2013, Washington Group Bolivia filed a cross motion to partially vacate the ICC arbitration award in the District Court of Colorado. On February 3, 2014, the District Court of Colorado entered judgment confirming the ICC arbitration award and denied Washington Group Bolivia's motion to partially vacate the award. Washington Group Bolivia has paid the award, and a satisfaction of judgment was filed by the mine owner with the Court on February 25, 2014.

  We have accrued an estimated probable loss of $11 million related to this matter; however, we expect the loss to be recoverable under our insurance program.

• Canadian Pipeline Contract: In January 2010, a pipeline owner filed an action in the Court of Queen's Bench of Alberta, Canada against Flint Energy Services Ltd. (“Flint”), a company we acquired 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, design services, construction services, and other work, causing damage to and abandonment of the line. The pipeline owner alleges it has suffered approximately C$85 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 co-defendants 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 and the resolution of this matter cannot be determined at this time primarily due to the early stage of the discovery; 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 the customer may present against all or some of the defendants.

The resolution of outstanding claims and legal proceedings is subject to inherent uncertainty, and it is reasonably possible that any resolution of these claims and legal proceedings could have a material adverse effect on us, including a substantial charge to our earnings and operating results for that period; however, an estimate of all the reasonably possible losses cannot be determined at this time.

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, aviation liability, management liability, and contractor's pollution liability (in addition to other policies for specific projects). We have also elected to retain a portion of the losses that occur through the use of various deductibles, limits, and self-insured retentions under our insurance programs. 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 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 April 4, 2014, we had the following guarantee obligations and commitments:

We have agreed to indemnify one of our joint venture partners up to $25 million for any potential losses, damages, and liabilities associated with lawsuits in relation to general and administrative services we provide to the joint venture.

As of April 4, 2014, we had $48 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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INCOME TAXES

3 Months Ended

Apr. 04, 2014

Notes to Financial Statements [Abstract]

INCOME TAXES

NOTE8. INCOME TAXES

Our effective income tax ratefor the three months ended April 4, 2014increased to 39.3%from32.7% for the three months ended March 29, 2013. The higher rate was primarily attributable to losses incurred in some internationalentities, primarily Canada, that were non-deductiblefor income tax purposes. A portion of these losses were discrete to the first quarter of 2014.

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BILLINGS IN EXCESS OF COSTS AND ACCRUED EARNINGS ON CONTRACTS

3 Months Ended

Apr. 04, 2014

Notes to Financial Statements [Abstract]

BILLINGS IN EXCESS OF COSTS AND ACCRUED EARNINGS ON CONTRACTS

NOTE6. BILLINGS IN EXCESS OF COSTS AND ACCRUED EARNINGS ON CONTRACTS

Billings in excess of costs and accrued earnings on contracts consisted of the following:

		April 4,		January 3,
(In millions)		2014		2014
Billings in excess of costs and accrued earnings on contracts		$	196	$	193
Project-related legal liabilities and other project-related reserves			41		35
Estimated losses on uncompleted contracts			4		5
	Total	$	241	$	233

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INDEBTEDNESS

3 Months Ended

Apr. 04, 2014

Notes to Financial Statements [Abstract]

INDEBTEDNESS

NOTE 7. INDEBTEDNESS

Indebtedness consisted of the following:

		April 4,		January 3,
(In millions)		2014		2014
Term loan, net of debt issuance costs		$	602	$	602
3.85% Senior Notes (net of discount)			400		400
5.00% Senior Notes (net of discount)			599		599
Revolving line of credit			387		—
Other indebtedness			129		111
	Total indebtedness		2,117		1,712
Less:
Current portion of long-term debt			48		45
	Long-term debt	$	2,069	$	1,667

2011 Credit Facility

As ofboth April 4, 2014 and January 3, 2014, the outstanding balance of the term loan under our senior credit facility (“2011 Credit Facility”)was$605 million. As of April 4, 2014 and January 3, 2014, the interest rates applicable to the term loan were 1.65% and 1.67%, respectively. Loans outstanding under our 2011 Credit Facility bear interest, at our option, at the base rate or at 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 April 4, 2014.

As of both April 4, 2014 and January 3, 2014, the estimated fair market value of the term loan under our 2011 Credit Facility was approximately $603 million. The carrying value of this term loan on our Condensed Consolidated Balance Sheets as of both April 4, 2014 and January 3, 2014was $605million, excluding unamortized issuance costs. The fair value of our term loan as of April 4, 2014 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.The fair value of our term loan as of January 3, 2014was determined to be at par less issuance fees as the agreement was amended on December19, 2013(Level 2).

Senior Notes

On March 15, 2012, URS Corporation, the parent company (“Parent”), and URS Fox US LP (“Fox LP”), a 100% ownedsubsidiary of Parent issued, in a private placement, $400 million aggregate principal amount of 3.85% Senior Notes due on April 1, 2017 and $600 million aggregate principal amount of 5.00% Senior Notes due on April 1, 2022. Substantially all of the Senior Notes were exchanged for new Senior Notes registered under the Securities Act of 1933, as amended, as of January 9, 2014 (collectively, the “Senior Notes”). As of April 4, 2014, the outstanding balance of the Senior Notes was $999million, net of $1 million of discount.

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 (each a“Guarantee”or, collectively, the “Guarantees”) on a joint-and-several basis by each of our current and future domestic subsidiaries that are guarantors under our 2011 Credit Facility or that are 100% owned domestic obligors or 100% owned domestic guarantors, individually or collectively, under any future indebtedness of our subsidiaries in excess of $100 million (the “Guarantors”). The Guarantees are the Guarantors' unsecured senior obligations and rank equally with the Guarantors' other existing and future unsecured senior indebtedness.

The Guarantee of a Guarantor will, so long as no event of default shall have occurred and be continuing with respect to the Senior Notes, be automatically and unconditionally released and discharged without any action on the part of the trustee or the holders of the Senior Notes:

• with respect to a Guarantor which, individually or together with the Parent's other domestic subsidiaries, no longer has any indebtedness of borrowed money in excess of $100 million outstanding and no longer guarantees, individually or together with the Parent's other domestic subsidiaries, any indebtedness in excess of $100 million incurred by the Parent or any of the Parent's other 100% owned domestic subsidiaries;
• unless the Guarantor is the surviving entity, (i) upon the sale, lease or exchange of all or substantially all of the Guarantor's assets to any person or entity not an affiliate of the Parent or (ii) upon any sale, exchange or transfer, to any person or entity not an affiliate of the Parent, of all of the Parent's direct and indirect interest in such Guarantor;
• upon the full and final payment and performance of all obligations under the indenture and the Senior Notes;
• upon liquidation and dissolution of a Guarantor in a transaction that is not prohibited by the indenture; or
• upon legal defeasance, covenant defeasance or satisfaction and discharge of the indenture.

In addition, the Guarantee of any domestic subsidiary that is a Guarantor will be automatically and unconditionally released and discharged, without any further action required by such Guarantor, the trustee, or the holders of the Senior Notes, if at any time such domestic subsidiary of the Parent that is a Guarantor is no longer a domestic subsidiary of the Parent.

We were in compliance with the covenants of our Senior Notes as of April 4, 2014.

As of April 4, 2014 and January 3, 2014, the estimated fair market values of the Senior Notes were approximately $997million and $983 million,respectively. The carrying value of the Senior Notes on our Condensed Consolidated Balance Sheets as of both April 4, 2014 and January 3, 2014was $1 billion, excluding unamortized discount.The fair value of the Senior Notes was derived by taking quoted prices of comparable bonds and making an adjustment to reflect our credit to determine the price of the Senior Notes (Level 2) in the trading market and multiplying it by the outstanding balance of the notes.

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 April 4, 2014, we had an outstanding balance of $387 million on our revolving line of credit. We had no outstanding debt balances on our revolving line of credit as of January 3, 2014.As of April 4, 2014, we had issued $95 million of letters of credit, leaving $518 million available under our revolving credit facility.

Other Indebtedness

Our other indebtedness included notes payable and capital leases for office equipment, computer equipment, furniture, vehicles and automotive equipment, and construction equipment, five-year loan notes, and foreign lines of credit. As of April 4, 2014 and January 3, 2014, we maintained several credit lines with an aggregate borrowing capacity of $48million and $51 million, respectively, and had remaining borrowing capacity of $45million and $49 million, respectively.

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EMPLOYEE RETIREMENT PLANS

3 Months Ended

Apr. 04, 2014

Notes to Financial Statements [Abstract]

EMPLOYEE RETIREMENT AND POST-RETIREMENT BENEFIT PLANS

NOTE9. EMPLOYEE RETIREMENT 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 threemonths ended April 4, 2014 and March 29, 2013 were as follows:

			Three Months Ended
			Domestic Plans				Foreign Plans
			April 4,		March 29,		April 4,		March 29,
(In millions)			2014		2013		2014		2013
Service cost			$	2	$	2	$	—	$	—
Interest cost				5		5		6		6
Expected return on plan assets				(6)		(5)		(6)		(6)
Amortization of:
	Net loss			2		4		—		—
		Net periodic pension costs	$	3	$	6	$	—	$	—

During the three months ended April 4, 2014, we made cash contributions, including employer-directed benefit payments, of $7 million to our domestic and foreign defined benefit plans. We expect to make additional cash contributions, including estimated employer-directed benefit payments, of approximately $41million for the remainder of our2014 fiscal year.

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JOINT VENTURES (DETAILS) (USD $) In Millions, unless otherwise specified	3 Months Ended				12 Months Ended
	Apr. 04, 2014		Mar. 29, 2013		Dec. 28, 2012	Jan. 03, 2014
Joint ventures (Textuals) [Abstract]
Unconsolidated VIEs, Distributions	$ 19		$ 23		$ 23
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 three months ended April 4, 2014.
Consolidated Joint Ventures [Abstract]
Cash and cash equivalents	231		249		315	284
Net accounts receivable	2,976					2,849
Other current assets	245					258
Accounts and subcontractors payable	622					688
Billings in excess of costs and accrued earnings on contracts	241					233
Accrued expenses and other	336					366
Total URS equity	3,819					4,081
Noncontrolling interests	146					146
Unconsolidated Joint Ventures [Abstract]
Current assets	3,452					3,391
Current liabilities	1,720					1,839
Revenues	2,537		2,803
Cost of revenues	(2,447)		(2,651)
Income (loss) from continuing operations before taxes	65		129
Net income	27		72
Consolidated Joint Ventures [Member]
Consolidated Joint Ventures [Abstract]
Cash and cash equivalents	78					89
Net accounts receivable	208					200
Other current assets	3					3
Non-current assets	142					143
Total assets	431					435
Accounts and subcontractors payable	88					94
Billings in excess of costs and accrued earnings on contracts	8					15
Accrued expenses and other	41					40
Non-current liabilities	13					12
Total liabilities	150					161
Total URS equity	135					128
Noncontrolling interests	146					146
Total owners' equity	281					274
Total liabilities and owners' equity	431					435
Unconsolidated Joint Ventures [Abstract]
Revenues	221		254
Unconsolidated VIEs [Member]
Consolidated Joint Ventures [Abstract]
Non-current assets	30					37
Non-current liabilities	34					7
Unconsolidated Joint Ventures [Abstract]
Current assets	634					616
Current liabilities	423					433
Revenues	520	[1]	547	[1]
Cost of revenues	(468)	[1]	(487)	[1]
Income (loss) from continuing operations before taxes	52	[1]	60	[1]
Net income	$ 47	[1]	$ 56	[1]

[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.

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OTHER COMPREHENSIVE INCOME (LOSS) AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (DETAILS) (USD $) In Millions, unless otherwise specified	Apr. 04, 2014	Jan. 03, 2014
Accumulated Other Comprehensive Income Loss [Line Items]
Balances	$ (217)	$ (201)
Balances	$ (217)	$ (201)

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

3 Months Ended

Apr. 04, 2014

Accounting Policies [Abstract]

Principles Of Consolidation And Basis Of Presentation

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.

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.

Use of and Changes in Estimates

Use of and Changes in Estimates 

The preparation of our unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the balance sheet dates, and the reported amounts of revenues and expenses during the reporting period. 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.

Our business activities involve making significant estimates and assumptions in the normal course of business relating to our contracts. We focus on evaluating the performance of contracts individually.  These estimates and assumptions can vary in the normal course of business as contracts progress, when estimated productivity assumptions change based on experience to-date and as uncertainties are resolved. We use the cumulative catch-up method applicable to construction contract accounting to account for revisions in estimates.

There were no material changes in estimates during the three months ended April 4, 2014.

During the three months endedMarch 29, 2013, our results of operations included the recognition of $24 million of performance-based incentive fees from our work managing the chemical demilitarization program. This change in estimate resulted in an increase of $24 million in operating income, $14 million in net income and $0.19 in diluted earnings per common share (“diluted EPS”) for the three months ended March 29, 2013.

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INDEBTEDNESS (TABLES)

3 Months Ended

Apr. 04, 2014

Debt disclosure [Abstract]

Schedule of debt [Table Text Block]

		April 4,		January 3,
(In millions)		2014		2014
Term loan, net of debt issuance costs		$	602	$	602
3.85% Senior Notes (net of discount)			400		400
5.00% Senior Notes (net of discount)			599		599
Revolving line of credit			387		—
Other indebtedness			129		111
	Total indebtedness		2,117		1,712
Less:
Current portion of long-term debt			48		45
	Long-term debt	$	2,069	$	1,667

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GOODWILL (DETAILS) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 04, 2014	Mar. 29, 2013	Jan. 03, 2014
Finite-Lived Intangible Assets [Line Items]
Balance	$ 570
Amortization expense	(25)	(28)
Balance	541
Table of estimated future amortization expense of intangible assets [Abstract]
Total estimated future amortization expense	541
Goodwill [Line Items]
Goodwill	$ 3,693		$ 3,696

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STOCKHOLDERS' EQUITY (DETAILS) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended							3 Months Ended
	Apr. 04, 2014	Mar. 29, 2013	Jan. 03, 2014 Stock Repurchase Program Authorized Shares - Minimum [Member]	Dec. 28, 2012 Stock Repurchase Program Authorized Shares - Minimum [Member]	Apr. 04, 2014 Stock Repurchase Program Authorized Shares - Maximum [Member]	Jan. 03, 2014 Stock Repurchase Program Authorized Shares - Maximum [Member]	Dec. 28, 2012 Stock Repurchase Program Authorized Shares - Maximum [Member]	Apr. 04, 2014 Restricted Stock Awards And Units [Member]	Apr. 04, 2014 Performance-based Restricted Stock Awards and Units [Member]	Apr. 04, 2014 Cash dividends for period 1 [Member]	Apr. 04, 2014 Cash dividends for period 2 [Member]	Apr. 04, 2014 Common Stock [Member]	Mar. 29, 2013 Common Stock [Member]
Dividends [Line Items]
Dividends payable - declaration date										Feb. 28, 2014	May 09, 2014
Dividends payable - record date										Mar. 21, 2014	Jun. 20, 2014
Dividends payable - payment date										Apr. 11, 2014	Jul. 11, 2014
Dividends payable - amount per share	$ 0.22	$ 0.21								$ 0.22	$ 0.22
Dividends payable - total amount paid	$ 15	$ 15								$ 16
Shares
Nonvested restricted stock awards and units - beginning balance								2.8
Nonvested restricted stock awards and units granted								1.4
Nonvested restricted stock awards and units vested								(0.1)
Nonvested restricted stock awards and units forfeited								(0.6)	(0.5)
Nonvested restricted stock awards and units - ending balance								3.5
Weighted Average Grant Date Fair Value
Nonvested restricted stock awards and units, weighted-average grant date fair value - beginning balance								$ 43.66
Nonvested restricted stock awards and units granted, weighted-average grant date fair value								$ 46.98
Nonvested restricted stock awards and units vested, weighted-average grant date fair value								$ 46.89
Nonvested restricted stock awards and units forfeited, weighted-average grant date fair value								$ 42.84
Nonvested restricted stock awards and units, weighted-average grant date fair value - ending balance								$ 44.53
Equity, class of treasury stock [Line Items]
Shares of common stock repurchased												5.7	1.0
Common stock repurchase - average price paid per share												$ 46.45	$ 42.96
Cost of common stock repurchased												$ 266	$ 45
Schedule of stock repurchase program [Abstract]
Stock repurchase program number of shares authorized to be repurchased			3.0	3.0	12.0	6.0	6.0

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 04, 2014	Mar. 29, 2013
Comprehensive income (loss):
Net income (loss) including noncontrolling interests	$ 39	$ 87
Pension and post-retirement related adjustments, net of tax	1	4
Foreign currency translation adjustments, net of tax	(17)	(36)
Comprehensive income (loss)	23	55
Noncontrolling interests in comprehensive income of consolidated subsidiaries	(12)	(15)
Comprehensive income (loss) attributable to URS	$ 11	$ 40

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EARNINGS PER SHARE

3 Months Ended

Apr. 04, 2014

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 nonvested restricted stock awards and units that have an anti-dilutive effect on EPSor that currently have not met performance conditions. Potential shares related to nonvested restricted stock awards and units that have an anti-dilutive effect were less than half a million shares as of April 4, 2014 and March 29, 2013.

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

	Three Months Ended
	April 4,	March 29,
(In millions)	2014	2013
Weighted-average shares of common stock outstanding (1)	71.6	74.4
Effect of dilutive restricted stock awards and units and employee stock purchase plan shares	0.5	0.5
Weighted-average shares of common stock outstanding – Diluted	72.1	74.9

• Weighted-average shares of common stock outstanding are net of treasury stock and exclude nonvested restricted stock awards.

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EMPLOYEE RETIREMENT PLANS (TABLES)

3 Months Ended

Apr. 04, 2014

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
			April 4,		March 29,		April 4,		March 29,
(In millions)			2014		2013		2014		2013
Service cost			$	2	$	2	$	—	$	—
Interest cost				5		5		6		6
Expected return on plan assets				(6)		(5)		(6)		(6)
Amortization of:
	Net loss			2		4		—		—
		Net periodic pension costs	$	3	$	6	$	—	$	—

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INCOME TAXES (DETAILS) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 04, 2014	Mar. 29, 2013
Effective income tax rate continuing operations tax rate reconciliation [Abstract]
Total income tax expense (benefit)	$ 26	$ 42
Effective income tax rate %	39.30%	32.70%

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CONDENSED CONSOLIDATING FINANCIAL INFORMATION

3 Months Ended

Apr. 04, 2014

Notes to Financial Statements [Abstract]

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

NOTE 13.CONDENSED CONSOLIDATING FINANCIAL INFORMATION

On March 15, 2012, the Parent and Fox LP issued the Senior Notes. See Note 7, “Indebtedness,” for more information.

Consistent with the arrangement between Parent and Fox LP, $299 million and $700 million of the Senior Notes are included in the liabilities of Parent and Fox LP, respectively, as of both April 4, 2014 and January 3, 2014.

The following is our condensed consolidating financial information, segregating the issuers, guarantor subsidiaries and non-guarantor subsidiaries, as of April 4, 2014 and January 3, 2014, and for the three months ended April 4, 2014 and March 29, 2013.

						CONDENSED CONSOLIDATING BALANCE SHEET – UNAUDITED
						As of April 4, 2014
(in millions)						Issuer Parent		Issuer Fox LP		Guarantors		Non- Guarantors		Eliminations		Consolidated
ASSETS
Current assets:
	Cash and cash equivalents					$	61	$	—	$	37	$	190	$	(57)	$	231
	Accounts receivable, including retentions						—		—		744		641		(8)		1,377
	Costs and accrued earnings in excess of billings on contracts						—		—		1,051		607		(5)		1,653
	Less receivable allowances						—		—		(23)		(31)		—		(54)
		Net accounts receivable					—		—		1,772		1,217		(13)		2,976
	Intercompany accounts receivable						315		22		2,120		425		(2,882)		—
	Other current assets						25		—		131		114		(25)		245
			Total current assets				401		22		4,060		1,946		(2,977)		3,452
Investments in and advances to subsidiaries and unconsolidated joint ventures							5,490		60		1,454		179		(6,944)		239
Property and equipment, net							29		—		167		401		—		597
Intangible assets, net							—		—		218		323		—		541
Goodwill							—		—		2,230		1,463		—		3,693
Other long-term assets							18		—		106		86		(3)		207
					Total assets	$	5,938	$	82	$	8,235	$	4,398	$	(9,924)	$	8,729
LIABILITIES AND EQUITY
Current liabilities:
	Current portion of long-term debt					$	3	$	—	$	18	$	27	$	—	$	48
	Accounts payable and subcontractors payable, including retentions						5		—		377		313		(73)		622
	Accrued salaries and employee benefits						35		—		289		149		—		473
	Billings in excess of costs and accrued earnings on contracts						—		—		124		117		—		241
	Intercompany accounts payable						1,452		—		1,079		351		(2,882)		—
	Short-term intercompany notes payable						66		—		21		131		(218)		—
	Other current liabilities						58		—		282		18		(22)		336
			Total current liabilities				1,619		—		2,190		1,106		(3,195)		1,720
Long-term debt							1,168		700		39		162		—		2,069
Deferred tax liabilities							—		—		371		74		(3)		442
Self-insurance reserves							—		—		11		115		—		126
Pension and post-retirement benefit obligations							—		—		121		161		—		282
Long-term intercompany notes payable							—		—		566		1,256		(1,822)		—
Other long-term liabilities							2		—		90		33		—		125
				Total liabilities			2,789		700		3,388		2,907		(5,020)		4,764
URS stockholders' equity							3,819		22		5,490		1,432		(6,944)		3,819
Intercompany notes receivable							(670)		(640)		(643)		(87)		2,040		—
			Total URS stockholders' equity				3,149		(618)		4,847		1,345		(4,904)		3,819
Noncontrolling interests							—		—		—		146		—		146
				Total stockholders' equity			3,149		(618)		4,847		1,491		(4,904)		3,965
					Total liabilities and stockholders' equity	$	5,938	$	82	$	8,235	$	4,398	$	(9,924)	$	8,729

						CONDENSED CONSOLIDATING BALANCE SHEET - UNAUDITED
						As of January 3, 2014
(in millions)						Issuer Parent		Issuer Fox LP		Guarantors		Non- Guarantors		Eliminations		Consolidated
ASSETS
Current assets:
	Cash and cash equivalents					$	107	$	—	$	20	$	205	$	(48)	$	284
	Accounts receivable, including retentions						—		—		815		590		(12)		1,393
	Costs and accrued earnings in excess of billings on contracts						—		—		980		547		(6)		1,521
	Less receivable allowances						—		—		(30)		(35)		—		(65)
		Net accounts receivable					—		—		1,765		1,102		(18)		2,849
	Intercompany accounts receivable						440		19		2,439		422		(3,320)		—
	Other current assets						42		—		108		118		(10)		258
			Total current assets				589		19		4,332		1,847		(3,396)		3,391
Investments in and advances to subsidiaries and unconsolidated joint ventures							5,731		52		1,488		192		(7,218)		245
Property and equipment, net							29		—		166		413		—		608
Intangible assets, net							—		—		229		341		—		570
Goodwill							—		—		2,230		1,466		—		3,696
Other long-term assets							19		—		106		87		(4)		208
					Total assets	$	6,368	$	71	$	8,551	$	4,346	$	(10,618)	$	8,718
LIABILITIES AND EQUITY
Current liabilities:
	Current portion of long-term debt					$	2	$	—	$	16	$	27	$	—	$	45
	Accounts payable and subcontractors payable, including retentions						3		—		421		331		(67)		688
	Accrued salaries and employee benefits						34		—		345		128		—		507
	Billings in excess of costs and accrued earnings on contracts						—		—		126		107		—		233
	Intercompany accounts payable						1,952		—		1,052		316		(3,320)		—
	Short-term intercompany notes payable						66		—		21		189		(276)		—
	Other current liabilities						50		9		277		40		(10)		366
			Total current liabilities				2,107		9		2,258		1,138		(3,673)		1,839
Long-term debt							907		700		28		32		—		1,667
Deferred tax liabilities							—		—		371		76		(3)		444
Self-insurance reserves							—		—		11		116		—		127
Pension and post-retirement benefit obligations							—		—		124		162		—		286
Long-term intercompany notes payable							—		—		564		1,263		(1,827)		—
Other long-term liabilities							3		—		94		31		—		128
				Total liabilities			3,017		709		3,450		2,818		(5,503)		4,491
URS stockholders' equity							4,081		19		5,731		1,468		(7,218)		4,081
Intercompany notes receivable							(730)		(657)		(630)		(86)		2,103		—
			Total URS stockholders' equity				3,351		(638)		5,101		1,382		(5,115)		4,081
Noncontrolling interests							—		—		—		146		—		146
				Total stockholders' equity			3,351		(638)		5,101		1,528		(5,115)		4,227
					Total liabilities and stockholders' equity	$	6,368	$	71	$	8,551	$	4,346	$	(10,618)	$	8,718

			CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS – UNAUDITED
			For the Three Months Ended April 4, 2014
(in millions)			Issuer Parent		Issuer Fox LP		Guarantors		Non- Guarantors		Eliminations		Consolidated
Revenues			$	—	$	—	$	1,463	$	1,136	$	(62)	$	2,537
Cost of revenues				—		—		(1,397)		(1,112)		62		(2,447)
General and administrative expenses				(23)		—		—		1		—		(22)
Equity in income (loss) in subsidiaries				23		8		(11)		(5)		(15)		—
Equity in income of unconsolidated joint ventures				—		—		2		17		—		19
Intercompany royalty and general and administrative charges				34		—		(25)		(9)		—		—
	Operating income (loss)			34		8		32		28		(15)		87
Interest expense				(7)		(9)		—		(2)		—		(18)
Intercompany interest income				2		1		9		1		(13)		—
Intercompany interest expense				(1)		—		(2)		(10)		13		—
Other expenses				—		—		—		(4)		—		(4)
	Income (loss) before income taxes			28		—		39		13		(15)		65
Income tax benefit (expense)				(1)		3		(16)		(12)		—		(26)
	Net income (loss) including noncontrolling interests			27		3		23		1		(15)		39
Noncontrolling interests in income of consolidated subsidiaries				—		—		—		(12)		—		(12)
		Net income (loss) attributable to URS	$	27	$	3	$	23	$	(11)	$	(15)	$	27
		Comprehensive income (loss) attributable to URS	$	11	$	3	$	9	$	(28)	$	16	$	11

			CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS – UNAUDITED
			For the Three Months Ended March 29, 2013
(in millions)			Issuer Parent		Issuer Fox LP		Guarantors		Non- Guarantors		Eliminations		Consolidated
Revenues			$	—	$	—	$	1,723	$	1,160	$	(80)	$	2,803
Cost of revenues				—		—		(1,598)		(1,133)		80		(2,651)
General and administrative expenses				(22)		—		—		(1)		—		(23)
Equity in income (loss) in subsidiaries				66		8		4		(5)		(73)		—
Equity in income of unconsolidated joint ventures				—		—		3		21		—		24
Intercompany royalty and general and administrative charges				37		—		(33)		(4)		—		—
	Operating income (loss)			81		8		99		38		(73)		153
Interest expense				(8)		(8)		—		(5)		—		(21)
Intercompany interest income				3		1		9		—		(13)		—
Intercompany interest expense				—		—		(3)		(10)		13		—
Other expenses				—		—		—		(3)		—		(3)
	Income (loss) before income taxes			76		1		105		20		(73)		129
Income tax benefit (expense)				(4)		2		(39)		(1)		—		(42)
	Net income (loss) including noncontrolling interests			72		3		66		19		(73)		87
Noncontrolling interests in income of consolidated subsidiaries				—		—		—		(15)		—		(15)
		Net income (loss) attributable to URS	$	72	$	3	$	66	$	4	$	(73)	$	72
		Comprehensive income (loss) attributable to URS	$	40	$	3	$	36	$	(33)	$	(6)	$	40

		CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS – UNAUDITED
		For the Three Months Ended April 4, 2014
(in millions)		Issuer Parent		Issuer Fox LP		Guarantors		Non- Guarantors		Eliminations		Consolidated
Net cash from operating activities		$	5	$	(15)	$	(13)	$	(100)	$	(9)	$	(132)
Cash flows from investing activities:
	Proceeds from disposal of property and equipment		—		—		—		4		—		4
	Changes in restricted cash		—		—		—		1		—		1
	Capital expenditures, less equipment purchased through capital leases and equipment notes		(1)		—		(6)		(8)		—		(15)
	Other intercompany investing activities		50		17		22		21		(110)		—
Net cash from investing activities			49		17		16		18		(110)		(10)
Cash flows from financing activities:
	Payments on long-term debt		—		—		7		(9)		—		(2)
	Borrowings from revolving line of credit		360		—		—		136		—		496
	Payments on revolving line of credit		(100)		—		—		(9)		—		(109)
	Net payments on other indebtedness		(1)		—		5		(9)		—		(5)
	Net change in overdrafts		—		—		—		2		—		2
	Proceeds from employee stock purchases and exercises of stock options		1		—		—		—		—		1
	Distributions to noncontrolling interests		—		—		—		(14)		—		(14)
	Dividends paid		(15)		—		—		—		—		(15)
	Repurchases of common stock		(266)		—		—		—		—		(266)
	Other intercompany financing activities		(79)		(2)		2		(31)		110		—
Net cash from financing activities			(100)		(2)		14		66		110		88
Net change in cash and cash equivalents			(46)		—		17		(16)		(9)		(54)
Effect of foreign exchange rate changes on cash and cash equivalents			—		—		—		1		—		1
Cash and cash equivalents at beginning of period			107		—		20		205		(48)		284
Cash and cash equivalents at end of period		$	61	$	—	$	37	$	190	$	(57)	$	231

		CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS – UNAUDITED
		For the Three Months Ended March 29, 2013
(in millions)		Issuer Parent		Issuer Fox LP		Guarantors		Non- Guarantors		Eliminations		Consolidated
Net cash from operating activities		$	26	$	—	$	46	$	(21)	$	(1)	$	50
Cash flows from investing activities:
	Proceeds from disposal of property and equipment		—		—		—		3		—		3
	Changes in restricted cash		—		—		—		2		—		2
	Capital expenditures, less equipment purchased through capital leases and equipment notes		(2)		—		(7)		(16)		—		(25)
	Other intercompany investing activities		80		—		5		(20)		(65)		—
Net cash from investing activities			78		—		(2)		(31)		(65)		(20)
Cash flows from financing activities:
	Payments on long-term debt		—		—		(1)		—		—		(1)
	Borrowings from revolving line of credit		255		—		—		—		—		255
	Payments on revolving line of credit		(195)		—		—		(40)		—		(235)
	Net payments on other indebtedness		—		—		(3)		(4)		—		(7)
	Net change in overdrafts		—		—		3		3		(37)		(31)
	Proceeds from employee stock purchases and exercises of stock options		6		—		—		—		—		6
	Distributions to noncontrolling interests		—		—		—		(15)		—		(15)
	Dividends paid		(15)		—		—		—		—		(15)
	Repurchases of common stock		(45)		—		—		—		—		(45)
	Other intercompany financing activities		(75)		—		(47)		57		65		—
Net cash from financing activities			(69)		—		(48)		1		28		(88)
Net change in cash and cash equivalents			35		—		(4)		(51)		(38)		(58)
Effect of foreign exchange rate changes on cash and cash equivalents			—		—		—		(8)		—		(8)
Cash and cash equivalents at beginning of period			14		—		17		286		(2)		315
Cash and cash equivalents at end of period		$	49	$	—	$	13	$	227	$	(40)	$	249