1 16 13 Investor Presentation(2)

7/29/2019 1 16 13 Investor Presentation(2)

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Investor Presentation

January 2013


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2

Forward Looking Statements

Statements contained in this presentation that are not historical facts may constitute forward-looking statements, including

statements relating to future revenues, future earnings, future business projects, future backlog and book of business,

and other future business, economic and industry trends and conditions. We believe that our expectations are reasonableand 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; federal

sequestration; changes in our book of business; our compliance with government regulations; impairment of our goodwill;

integration of acquisitions; employee, agent or partner misconduct; our ability to procure government contracts; liabilities

for pending and future litigation; environmental liabilities; changes in commodity prices; availability of bonding and

insurance; our reliance on government appropriations; unilateral termination provisions in government contracts; our

ability to make accurate estimates and assumptions; our accounting policies; workforce utilization; our and our partners

ability to bid on, win, perform and renew contracts and projects; 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 our Form 10-Q for the period ended September 28, 2012, as well as in other reports subsequently filed from time

to time with the United States Securities and Exchange Commission. The forward-looking statements represent our

current intentions as of the date on which they were made and we assume no obligation to revise or update any forward-

looking statements.


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3

FY 2011 Contract Risk Profile

FY 2011 Revenue by Service Offering

TechnicalServices

ProjectDevelopment

ProgramManagement

IT ServicesPlanning,Design &

Engineering

Construction& Management

Operations &Maintenance

Decommissioning& Closure

Reimbursable

Cost(1)Fixed

Price(2)

Engineering

&

TechnicalServices

Operations

&Maintenance

ConstructionManagement

&

Construction

Notes: (1) Reimbursable contracts include: Reimbursable, Time & Materials and Target Price contracts(2) Fixed Price contracts include: Firm Fixed-Price and Fixed-Price Per Unit contracts. URS has minimum exposure to lumpsum turnkey projects

Diversified Business Mix with Full ServiceCapabilities

37%

16%28%

10%

9%

3Q 2012 Revenue by End Market

Infrastructure Oil & Gas

Power

IndustrialFederal


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4

$319

$374

$652

$528$505

$277 $283

$610

$482$437

0

100

200

300

400

500

600

700

2007 2008 2009 2010 2011

($M)

Notes: (1) Defined as net cash from operating activities less capital expenditures. See reconciliation table for GAAP equivalent

(1)Cash From Operations (CFO) Free Cash Flow

Cash Flow Generation

2007-2011 CFO CAGR: 12%

Solid Cash Flow Results Through the Cycle


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5

Well Diversified Federal Sector

Federal

DOD

DOE, NDA

Other Agencies

DOD market opportunities include:Intelligence community support ($3.3B) &Chemical, Biological, Radiological, Nuclear,and Explosives (CBRNE) ($7.9B)

Apptis acquisition provides access to $30Bhigh-end Government IT market

Stable base of activity under existing DODindefinite delivery contracts

DOE growth opportunity in National NuclearSecurity Administration (NNSA)

Expand presence in UK NDA and adjacentinternational markets

Competitive advantages:

Tier 1 Federal Contractor

#1 in Environmental Management

Growth Drivers

FY 2011 Revenue $4.6 B

3Q 2012 Backlog $7.0 B

FY 2011 Revenue Mix


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6

Strong Infrastructure Business

Infrastructure

Diversified long-term funding sources:Bonds, user fees, public-privatesponsorships & state general funds

Passage of MAP-21 federaltransportation bill and TIFIA federalcredit program

Infrastructure spending in China & India

Backlog stable at $3.1 Billion


Global presence through 400+ offices(including all US States)

Client driven project delivery models

Growth Drivers



Transportation

Facilities, Other

Water / Wastewater

FY 2011 Revenue Mix


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Industrial

Growth in outsourced facilitiesmanagement for multinationals

Increased focus on environmentalcompliance

Existing commodity prices supportinvestment

Opportunities in international mining(Australia)


Fully integrated E&C services

Master Service Agreements withnearly half of Fortune 500

Growth Drivers


3Q 2012 Backlog $888 M

Chem / Pharma

Manufacturing & Other

Facilities Mgmt

Mining

FY 2011 Revenue Mix

Attractive End Markets in the IndustrialSector


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Long-term, Flexible Supplier to the PowerSector

Power

Air quality legislation and regulation:Federal & State

Fossil: Focus on natural gas-fired plants

Nuclear: Fukushima-relatedmodifications, major componentreplacement, and life cycle services

T&D: Aging, undersized infrastructure,linking of renewable sources topopulation centers

Competitive advantages: Full EPC services, bundled or discrete

Over 200 AQCS installations

60-year nuclear services provider

Over 100 natural-gas units

Growth Drivers



Air Quality ControlSystems

Nuclear Services

Fossil GenerationT&D and Other

FY 2011 Revenue Mix


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Oil & Gas

Sustained oil prices and increasinginvestments

Robust demand for lifecycle services(environmental and EPCM/PM)

Activity in Canadian oil sands

Acquisition of Flint Energy (May 2012)provides significant scale in oil & gas inNorth America


Master Service Agreements withmajor oil & gas companies

Strategic global locations in oil & gasdevelopment areas

Exposure across full energy cycle

Growth Drivers

FY 2011 Revenue $692 M


FY 2011 Revenue Mix

Upstream

Midstream

Well Positioned in the Oil & Gas Sector

Downstream


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Oil & Gas Division Has Exposure Across FullEnergy Cycle

10

OILFIELDSERVICES

FACILITYCONSTRUCTION

PRODUCTIONSERVICES

MAINTENANCESERVICES

Upstream Downstream

Operations in WesternCanada & US

Significant oil sandsexposure

Midstream fieldservices

Significant oil sandsexposure

Midstream

Rig moving (largest in

North America) Fluid hauling

Pressure and vacuumservices

Oil field equipmenthauling

Largest fabricator of

oil sands equipmentmodules

Large projectconstruction

Project managementand module fabrication

Multi-year contracts

Pipeline construction

and well tie-ins Field & mechanical

construction

7 structural steel &modular fabricationfacilities in Canada

Asset management

and maintenanceservices to large oilsands producers &refineries

Pipeline and plantmaintenance

Turnaround services

Multi-year contracts

Representative Services


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Key Financial Highlights

Attractive top-line growth outlook

Strong margin performance

Cost control and efficiency is an ongoing discipline

Improved EBITDA* margin every year from FY 2007 toFY 2011 (up 210 bps)

Cash flow focus

Working capital management is an integral part of URSculture

Strong and consistent free cash flow generation

Investment-grade rating

Acquisition strategy augments organic growth

Opportunistic share repurchase

Repurchased >$400M of stock since the beginning ofFY 2010

Announced quarterly cash dividend of $0.20 per commonshare for 4Q 2012

Notes: *See reconciliation table for GAAP equivalent


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0.1 0.3 0.40.8

1.42.2 2.3 2.4

3.2 3.43.9 4.2

5.4

10.19.2 9.2 9.5

10.4

0

4

8

12

16

1990 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 LTM

12

Revenues

($B)

1990-2011

Total Revenue CAGR: 24%

Organic Revenue* CAGR: 13%

Share Price CAGR: 12%

Industrial / Commercial

Transportation

Transit, Power, Construction

Management

Power, Nuclear,

Infrastructure

Infrastructure,

International

Federal O&M

Federal IT

Notes: *Represents total revenues minus acquisition revenues

Proven Ability to Create Value from StrategicAcquisitions

Oil & Gas

37%

16%28%

10%

9%

3Q 2012 Revenue by End Market

Federal

Infrastructure

Industrial

Power

Oil & Gas


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Strong Performance Through the Cycle

Adjusted EBITDAand Margin(1)

$315

$648

$609

$700

$755

$696

5.8%

6.4%6.6%

7.6%

7.9%

8.7%

5

6

7

8

9

10

0

100

200

300

400

500

600

700

800

2007 2008 2009 2010 2011 1st 9 mo. 2012

Adj. EBITDA Margin (%)

($M) (%)

Notes: (1) See reconciliation table for adjusted EBITDA and margin, and reconciliation to operating income

2007-2011 Adj. EBITDA CAGR: 24%


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$3.53

$3.28$3.29

$2.59$2.30

0.00

0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

2007 2008 2009 2010 2011

Adjusted Earnings Per Share(1)

Notes: (1) See reconciliation table for adjusted earnings per share and GAAP equivalent

($) 2007-2011 Adj. EPS CAGR: 11%

Solid Earnings Results Through the Cycle


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13.8

5.1

7.2

0.0

10.0

20.0

30.0

3Q 2012

Indefinite Delivery Contracts Option Years Backlog

15

Book of Business Supports Outlook

Book of Business(2) ($B)

Notes: (1) Programs managed under an agency or equity joint venture basis with URS serving as the lead partner. Shown for purposes of inter-sector comparability(2) Total may differ slightly due to rounding

Multi-year revenues in backlog

> 90% of option years have converted intobacklog

> 50% of indefinite delivery contracts haveconverted into backlog

Multi-year agency / equity method JV contractsare included at the net earnings level(1)

Book of Business

Backlog by Market Sector ($B) 3Q 2012

Federal 7.0

Infrastructure 3.1

Oil & Gas 1.3

Power 1.5

Industrial 0.9

Total backlog(2)

13.8

Total: 26.0


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Investment Considerations

Diversified Business Model with Full Service Capabilities

Leadership Positions in Attractive End Markets

World-Class Technical Expertise

Established Brand with Blue Chip Customer Base

Proven Ability to Integrate Strategic Acquisitions

Strong and Consistent Free Cash Flow Generation

Earnings and Cash Flow Growth Through the Business Cycle, Reflectiveof Strategic End Market Diversity and Variable Cost Structure

5-year Revenue CAGR: 18%

5-year Adjusted EPS CAGR: 10%*

5-year Free Cash Flow CAGR: 26%*

Notes: *See reconciliation table for GAAP equivalent


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Appendix


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Revenue Breakdown

18

Amounts shown in the table below are net of eliminations

Notes:

(1) Historically, we have included revenues from the oil & gas market sector as part of our presentation of revenues from theindustrial & commercial market sector. Effective at the beginning of our 2012 fiscal year, we revised our presentation to show ourrevenues from the oil & gas market sector separately. In addition, we have changed the name of our industrial and commercialmarket sector to industrial market sector. Forcomparative purposes, we reclassified the prior periods data to conform them to thecurrent periods presentation.

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

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

$ 500.6 $ 1,171.4 $ 399.0 $ 158.2 $ 527.5 $ 2,756.7

2,117.5 2,117.5

810.4 178.5 186.6 752.2 328.2 2,255.9

869.7 869.7

$ 3,428.5 $ 1,349.9 $ 1,455.3 $ 910.4 $ 855.7 $ 7,999.8

$ 475.1 $ 1,166.3 $ 363.0 $ 141.3 $ 585.6 $ 2,731.3

1,967.8 1,967.8

1,043.2 255.5 129.6 690.2 334.2 2,452.7

$ 3,486.1 $ 1,421.8 $ 492.6 $ 831.5 $ 919.8 $ 7,151.8

Infrastructure & Environment

Federal Services (2)

Energy & Construction

Oil & Gas (3)

Total




Oil & Gas (3)

Total

Nine months ended September 30, 2011

Total

Nine months ended September 28, 2012

(In millions) Federal Infrastructure Oil and Gas (1) Power Industrial (1)

R d O ti I (L ) b


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Revenues and Operating Income (Loss) byDivision

19

Notes:

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

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

$ 920.7 $ 950.8 $ 2,851.1 $ 2,790.2

682.8 718.7 2,118.1 1,968.5

781.5 844.6 2,285.1 2,521.4

592.2 869.7

(29.6) (42.4) (124.2) (128.3)

$ 2,947.6 $ 2,471.7 $ 7,999.8 $ 7,151.8

$ 67.1 $ 60.7 $ 175.7 $ 170.6

64.8 (307.1) 217.5 (225.5)

64.6 (355.3) 167.5 (222.8)

28.9 31.9

(21.8) (18.5) (78.1) (59.9)

$ 203.6 $ (620.2) $ 514.5 $ (337.6)Total operating income (loss)

Total revenues

Inter-segment eliminations

Nine Months Ended

(In millions) September September September September2012 2011 2012 2011

Three Months Ended

Revenues




Oil & Gas (2)

Corporate

Operating income (loss)




Oil & Gas (2)


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Reconciliation Table

The following EBITDA and free cash flow measures are not computed in accordance with generally accepted accounting principles ("GAAP"). These non-GAAP measures may be useful toinvestors seeking to better understand how we generate and manage our earnings and cash flow; however, they should not be used as a substitute for their reconciled GAAP measure.

20

EPS Reconciliation ($) EBITDA Reconciliation ($M) 1st 9 mo.2006 2007 2008 2009 2010 2011 2007 2008 2009 2010 2011 2012

Adjusted diluted EPS before the impact of the following item: 2.15 2.30 2.59 3.29 3.28 3.53 Adjusted EBITDA 315 648 609 700 755 696

Reduction in income tax expense - - - - 0.52 - Depreciation (45) (90) (87) (84) (82) (92)

Adjusted diluted EPS before the impact of the following items: 2.15 2.30 2.59 3.29 3.80 3.53 Amortization of intangible assets (7) (53) (53) (49) (61) (74)

Goodwill impairment charge, net of tax - - - - - (9.46) Goodwill impairment charge, pre-t ax - - - - (826) -

Restructuring charge, net of tax - - - - (0.11) (0.07) Restructuring charge, pre-tax - - - (11) (6) -

Loss on extinguishment of debt, net of tax - - - - - (0.02) Loss on ex tinguishment of debt , pre-tax - - - - (3) -

Acquisition-related expenses, net of tax - - - - (0.15) (0.01) Ac quis it ion-related ex pens es , pre-tax - - - (12) (1) (16)

GAAP Diluted EPS 2.15$ 2.30$ 2.59$ 3.29$ 3.54$ (6.03)$ Operating income 263$ 505$ 469$ 544$ (223)$ 515$

2006 2007 2008 2009 2010 2011 CAGR ($M) 2007 2008 2009 2010 2011 CAGR

4-Year Adjusted EPS CAGR 2.30$ 2.59$ 3.29$ 3.28$ 3.53$ 11% 4-Ye ar Adjusted EBITDA CAGR 315$ 648$ 609$ 700$ 755$ 24%

5-Year Adjusted EPS CAGR 2.15$ 2.30$ 2.59$ 3.29$ 3.28$ 3.53$ 10%

Notes: EBTIDA defined as operating income plus depreciation and amortization of intangible assets

Notes: Adjusted EPS CAGR reconciliation to GAAP can not be performed Totals may differ slightly due to rounding

Free Cash Flow Reconciliation ($M) EBITDA Margin Reconciliation (%) 1st 9 mo.

2006 2007 2008 2009 2010 2011 2007 2008 2009 2010 2011 2012

Free cash flow 136 277 283 610 482 437 Revenue ($M) 5,383 10, 086 9,249 9,177 9,545 8,000

Capital expenditures 29 42 92 42 45 68 Adjusted EBITDA ($M) 315 648 609 700 755 696

Net cash from operating activities (CFO) 165$ 319$ 374$ 652$ 528$ 505$ Adjusted EBITDA Margin 5.8% 6.4% 6.6% 7.6% 7.9% 8.7%

Notes: EBTIDA Margin def ined as EBITDA divided by revenue

($M) 2006 2007 2008 2009 2010 2011 CAGR Totals may differ slightly due to rounding

5-Year Free cash flow CAGR 136$ 277$ 283$ 610$ 482$ 437$ 26%

Notes: Free cash flow def ined as net cash fr om operating activities less capital expenditures

Totals may differ slightly due to rounding


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www.urs.com

NYSE: URS

Corporate Headquarters:

600 Montgomery Street, 26th Floor

San Francisco, CA 94111

[email protected]

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