Urs (URS) 8-K Financial statements and exhibits

EXHIBIT 99.1

SUPPLEMENTAL INFORMATION

      Except as otherwise indicated herein or as the context may otherwise require, (i) the words “we,” “our,” “ours,” “us” and “URS” refer to URS Corporation and its subsidiaries, (ii) “EG&G businesses” refers collectively to Carlyle-EG&G Holdings Corp., Lear Siegler Services, Inc. and their respective subsidiaries, (iii) “EG&G Technical Services” refers to Carlyle-EG&G Holdings Corp. and its subsidiaries, (iv) “Lear Siegler” refers to Lear Siegler Services, Inc. and its subsidiaries, (v) “EG&G acquisition” refers to our acquisition of the EG&G businesses pursuant to the merger agreement dated July 16, 2002, and (vi) pro forma financial data and information contained herein give effect to the EG&G acquisition and the related financing.

FORWARD LOOKING INFORMATION

      The following unaudited pro forma combined financial information contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this Exhibit 99.1, other than statements of historical fact, are forward-looking statements, including, without limitation, the statements describing the assumptions and estimates underlying the unaudited pro forma combined financial information. We have based these forward-looking statements on our beliefs and assumptions as well as information currently available to us. Forward-looking statements involve known and unknown risks and uncertainties that may cause our results, levels of activity, performance or achievements or those of our industry to be materially different from those expressed in or implied by the forward-looking statements. These risks and uncertainties include: our highly leveraged position, general volatility in the capital markets and the market for debt securities, our ability to meet conditions to the closing of the proposed acquisitions, our future operating and financial performance, our ability to successfully integrate the EG&G businesses and achieve anticipated cost savings and other benefits from the EG&G acquisition and other factors discussed more fully under the caption “Risk Factors” in Exhibit 99.2 to our Current Report on Form 8-K filed on August 2, 2002. We do not intend to update this Exhibit 99.1, and assume no obligation and expressly disclaim any duty to update or revise any information contained herein.

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

      The following unaudited pro forma combined financial information is based on the historical financial statements of URS and the respective historical financial statements of the EG&G businesses. The unaudited pro forma combined balance sheet as of April 30, 2002 gives effect to the EG&G acquisition and the related financing as if they had occurred on April 30, 2002. The unaudited pro forma combined statements of operations for the six months ended April 30, 2002, the twelve months ended April 30, 2002, and the year ended October 31, 2001 give effect to the EG&G acquisition and the related financing as if they had occurred on November 1, 2000.

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      Our fiscal year ends on October 31, EG&G Technical Services’ fiscal year ends on the closest Friday to December 31 and Lear Siegler’s fiscal year ends on December 31. To present comparable data for us and for the EG&G businesses, the unaudited pro forma combined balance sheet as of April 30, 2002 includes historical data for us as of April 30, 2002 and unaudited historical data for the EG&G businesses as of June 30, 2002. The unaudited pro forma combined statement of operations for the (i) six months ended April 30, 2002 includes unaudited historical data for us for the six months ended April 30, 2002 and unaudited historical data for the EG&G businesses for the six months ended June 30, 2002, (ii) twelve months ended April 30, 2002 includes unaudited historical data for us for the twelve months ended April 30, 2002 and unaudited historical data for the EG&G businesses for the twelve months ended June 30, 2002, and (iii) the year ended October 31, 2001 includes historical data for us for the year ended October 31, 2001, historical data for EG&G Technical Services for the year ended December 28, 2001 and historical data for Lear Siegler for the year ended December 31, 2001.

      The unaudited pro forma combined financial information is presented for informational purposes only and does not purport to represent what our results of operations or financial position would actually have been had the EG&G acquisition and the related financing in fact occurred on the dates specified, nor do they purport to project our results of operations or financial position for any future period or at any future date. All pro forma adjustments are based upon preliminary estimates and assumptions and are subject to revision upon completion of the EG&G acquisition.

      We have included unaudited pro forma combined financial information for the twelve months ended April 30, 2002 because it provides current annual information for analysis of the EG&G acquisition. The unaudited pro forma combined financial information should be read in conjunction with other information contained in our Current Report on Form 8-K filed on August 2, 2002 and our Annual Report on Form 10-K for the year ended October 31, 2002.

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Unaudited Pro Forma Combined Balance Sheet

As of April 30, 2002

(in thousands)

				As of											As of
				April 30,											April 30,
				2002			As of June 30, 2002								2002
							EG&G
							Technical			Lear
				URS			Services			Siegler		Adjustments			Pro Forma
Assets
Current assets:
	Cash and cash equivalents			$	25,077		$	2,348		$	2,219	$	(15,000	)(a)	$	14,644
	Accounts receivable, net				449,924			28,016			40,535		—			518,475
	Costs and accrued earnings in excess of billings on contracts in process, net				246,592			49,627			19,522		—			315,741
	Prepaid expenses and other				32,707			4,588			6,893		(1,590	)(b)		42,598
			Total current assets		754,300			84,579			69,169		(16,590	)		891,458
	Property and equipment, net				143,297			4,172			3,794		—			151,263
	Goodwill, net				501,086			179,904			54,963		(234,867	)(c)		940,810
													439,724	(c)
	Other assets				42,118			19,916			14,430		29,897	(d)		95,517
													(10,844	)(b)
			Total assets	$	1,440,801		$	288,571		$	142,356	$	207,320		$	2,079,048
Liabilities and Stockholders’ Equity
Current liabilities:
	Current portion of long-term debt			$	60,456		$	10,267		$	500	$	(56,276	)(e)	$	81,701
													66,754	(f)
	Accounts payable				105,029			22,346			19,282		(4,974	)(b)		141,683
	Accrued expenses and other				70,605			33,805			48,134		—			152,544
	Billings in excess of costs and accrued earnings on contracts in process				86,568			—			—		—			86,568
			Total current liabilities		322,658			66,418			67,916		5,504			462,496
	Long-term debt				560,406			107,827			37,120		(462,375	)(e)		897,258
													654,280	(f)
	Deferred compensation and other				74,190			6,385			—		—			80,575
			Total liabilities		957,254			180,630			105,036		197,409			1,440,329
	Convertible preferred stock:
		Series B preferred stock(g)			124,951			—			—		—			124,951
		Series D preferred stock			—			—			—		51,091	(h)		51,091
			Total convertible preferred stock		124,951			—			—		51,091			176,042
	Stockholders’ equity:
		Common stock			188			—			36		50	(i)		238
													(36	)(j)
		Treasury stock			(287	)		—			—		—			(287	)
		Additional paid-in capital			168,472			102,112			36,327		111,491	(i)		279,963
													(138,439	)(j)
		Other comprehensive income (loss)			(6,391	)		(181	)		—		181	(j)		(6,391	)
		Retained earnings			196,614			6,010			957		(6,967	)(j)		189,154
													(7,460	)(b)		—
			Total stockholders’ equity		358,596			107,941			37,320		(41,180	)		462,677
			Total liabilities and stockholders’ equity	$	1,440,801		$	288,571		$	142,356	$	207,320		$	2,079,048

See Notes to Unaudited Pro Forma Combined Balance Sheet

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Notes to Unaudited Pro Forma Combined Balance Sheet

(in thousands, except share data)

(a)  Reflects sources of cash as part of the financing related to the EG&G acquisition.

(b)  Reflects the write-off of debt issuance costs related to the extinguishment of debt in connection with the financing related to the EG&G acquisition.

Current capitalized debt issuance costs	$	1,590
Long-term capitalized debt issuance costs		10,844
		12,434
Tax effect of the write-off at an assumed statutory rate of 40%		(4,974	)
	$	7,460

(c)  Reflects the elimination of EG&G Technical Services’ and Lear Siegler’s historical goodwill and the aggregate goodwill created by the EG&G acquisition.

Purchase price	$	494,132
Acquisition costs (net of financing fees)		11,700
		505,832
Less: net assets acquired		(66,108	)
Excess of acquisition cost over net assets acquired	$	439,724

We believe that the amounts for tangible assets and liabilities reflected on EG&G Technical Services’ and Lear Siegler’s consolidated statement of financial position approximate the fair market values of such assets and liabilities and, accordingly, such amounts have not been adjusted in the accompanying pro forma financial information. We are recording the effect of the EG&G acquisition based on our preliminary allocation of the purchase price and our final allocation of the purchase price will be determined when all necessary information becomes available. As part of the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, we regularly evaluate whether events and circumstances have occurred that indicate a possible impairment of goodwill.

Our estimate of the purchase price consists of $331,500 of cash and the issuance of our common stock and our series D preferred stock valued at $111,541 and $51,091, respectively. Under the merger agreement, the series D preferred stock includes a variable liquidation preference which will be calculated at closing and depends upon the average closing price of our common stock for the 20 trading days preceding the closing date. However, as a result of voting agreements signed in connection with the EG&G acquisition and the escalating dividend rate associated with the series D preferred stock, our estimate of the purchase price, specifically the valuation of the series D preferred stock, assumes that all of the shares of series D preferred stock have been converted into shares of our common stock. The shares of series D preferred stock have been valued on an as-converted basis at the average closing price of our common stock for the three trading days ended August 14, 2002, the most recent practicable date for which the necessary data was available. The average closing stock price of our common stock for the three and 20 trading days ended on August 14, 2002 was $22.50 and $21.68, respectively.

We believe that our estimate and underlying assumptions provide our best estimates of the purchase price at August 14, 2002, but the actual purchase price at closing is likely to differ. Based on the terms of the merger agreement, the number of shares of common stock that could be issued upon conversion may range from 1.3 million to 2.7 million shares. We do not believe a sensitivity analysis in respect of the valuation of the series D preferred stock would be useful to investors given the large number of variables upon which such valuation depends.

(d)  Reflects capitalized debt financing fees and expenses aggregating $29,897.

(e)  Reflects the repayment of our debt and that of EG&G Technical Services and Lear Siegler as part of the financing related to the EG&G acquisition.

			EG&G
			Technical		Lear
	URS		Services		Siegler		Total
Current	$	45,509	$	10,267	$	500	$	56,276
Non-current		317,428		107,827		37,120		462,375
	$	362,937	$	118,094	$	37,620	$	518,651

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(f)  Reflects debt incurred as part of the financing related to the EG&G acquisition.

Notes			$	195,280
New senior secured credit facility:
	Revolving credit facility			50,754
	Term loan A			125,000
	Term loan B			350,000
		Total new debt		721,034
	Less: current portion			(66,754	)
	Non-current portion		$	654,280

We expect to have generated sufficient cash flow between April 30, 2002 and the closing to consummate the EG&G acquisition without incurring any borrowings under the revolving credit facility. Accordingly, we expect the revolving credit facility to be undrawn at closing. Amounts outstanding under letters of credit will reduce our availability thereunder. Amount of Notes is net of original issue discount of $4.7 million

(g)

Represents the aggregate liquidation preference of the 46,083 shares of series B preferred stock outstanding as of April 30, 2002. On June 9, 2002, we exercised our right to convert all of the outstanding series B preferred stock into 5,845,104 shares of our common stock.

(h)  Represents the estimated fair market value of the 100,000 shares of series D preferred stock to be issued in connection with the EG&G acquisition. See footnote (c).

(i)  Represents the estimated fair market value of the 4,957,359 shares of common stock to be issued in connection with the EG&G acquisition based on the average closing price of our common stock for the three trading days ended on August 14, 2002.

(j)  Reflects the elimination of EG&G Technical Services’ and Lear Siegler’s historical equity.

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Unaudited Pro Forma Combined Statement of Operations

Six Months Ended April 30, 2002

(in thousands, except per share data)

			Six Months		Six Months							Six Months
			Ended		Ended							Ended
			April 30,		June 30,							April 30,
			2002		2002							2002
					EG&G
					Technical		Lear
			URS		Services		Siegler		Adjustments			Pro Forma
Revenues			$	1,107,408	$	259,248	$	190,511	$	—		$	1,557,167
Expenses:
	Direct operating			663,508		228,287		179,021		—			1,070,816
	Indirect, general and administrative			353,368		15,784		7,846		—			376,998
	Depreciation			15,252		608		509		—			16,369
	Amortization of goodwill			—		—		—		—			—
	Interest expense, net			24,938		4,482		1,249		12,433	(b)		43,102
		Total expenses		1,057,066		249,161		188,625		12,433			1,507,285
Income before taxes and preferred stock dividend				50,342		10,087		1,886		(12,433	)		49,882
Income tax expense (benefit)				20,140		4,063		735		(4,973	)(c)		19,965
Net income				30,202		6,024		1,151		(7,460	)		29,917
Preferred stock dividend				4,884		—		—		—	(d)		4,884
Net income (loss) available for common stockholders			$	25,318	$	6,024	$	1,151	$	(7,460	)	$	25,033
Net income per common share:
	Basic		$	1.37								$	0.97	(e)
	Diluted		$	1.16								$	0.90	(e)
Weighted average shares outstanding:
	Basic			18,482									25,711
	Diluted			25,895									33,123

See Notes to Unaudited Pro Forma Combined Statement of Operations

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Unaudited Pro Forma Combined Statement of Operations

Twelve Months Ended April 30, 2002

(in thousands, except per share data)

		Twelve		Twelve								Twelve
		Months		Months								Months
		Ended		Ended								Ended
		April 30,		June 30,								April 30,
		2002		2002								2002
				EG&G
				Technical		Lear
		URS		Services		Siegler			Adjustments			Pro Forma
Revenues		$	2,365,138	$	546,285	$	367,378		$	—		$	3,278,801
Expenses:
Direct operating			1,432,066		485,875		352,413			—			2,270,354
Indirect, general and administrative			726,064		31,273		12,687			—			770,024
Depreciation			29,293		1,320		902			—			31,515
Amortization of goodwill			7,825		5,090		2,565			(7,655	)(a)		7,825
Interest expense, net			56,002		9,626		3,759			16,816	(b)		86,203
	Total expenses		2,251,250		533,184		372,326			9,161			3,165,921
Income (loss) before taxes and preferred stock dividend			113,888		13,101		(4,948	)		(9,161	)		112,880
Income tax expense (benefit)			48,170		5,327		(1,499	)		(3,664	)(c)		48,334
Net income (loss)			65,718		7,774		(3,449	)		(5,497	)		64,546
Preferred stock dividend			9,664		—		—			—	(d)		9,664
Net income (loss) available for common stockholders		$	56,054	$	7,774	$	(3,449	)	$	(5,497	)	$	54,882
Net income per common share:
	Basic	$	3.03									$	2.13	(c)
	Diluted	$	2.56									$	1.96	(c)
Weighted average shares outstanding:
	Basic		18,482										25,711
	Diluted		25,698										32,926

See Notes to Unaudited Pro Forma Combined Statement of Operations

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Unaudited Pro Forma Combined Statement of Operations

Year Ended October 31, 2001

(in thousands, except per share data)

			Year Ended		Year Ended		Year Ended						Year Ended
			October 31,		December 28,		December 31,						October 31,
			2001		2001		2001						2001
					EG&G
					Technical		Lear
			URS		Services		Siegler			Adjustments			Pro Forma
Revenues			$	2,319,350	$	542,530	$	335,024		$	—		$	3,196,904
Expenses:
	Direct operating			1,393,818		481,422		319,615			—			2,194,855
	Indirect, general and administrative			713,648		32,614		11,843			—			758,105
	Depreciation			26,526		1,364		646			—			28,536
	Amortization of goodwill			15,617		10,181		5,129			(15,310	)(a)		15,617
	Interest expense, net			65,589		12,413		4,585			3,616	(b)		86,203
		Total expenses		2,215,198		537,994		341,818			(11,694	)		3,083,316
Income (loss) before taxes and preferred stock dividend				104,152		4,536		(6,794	)		11,694			113,588
Income tax expense (benefit)				46,300		1,900		(1,883	)		4,678	(c)		50,995
Net income (loss)				57,852		2,636		(4,911	)		7,016			62,593
Preferred stock dividend				9,229		—		—			—	(d)		9,229
Net income (loss) available for common stockholders			$	48,623	$	2,636	$	(4,911	)	$	7,016		$	53,364
Net income per common share:
	Basic		$	2.79									$	2.16	(e)
	Diluted		$	2.41									$	2.01	(e)
Weighted average shares outstanding:
	Basic			17,444										24,672
	Diluted			23,962										31,190

See Notes to Unaudited Pro Forma Combined Statement of Operations

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Notes to Unaudited Pro Forma Combined Statements of Operations

(in thousands)

(a)  Reflects the elimination of goodwill amortization previously recorded by EG&G Technical Services and Lear Siegler.

	Six Months		Twelve Months			Year
	Ended		Ended			Ended
	June 30,		June 30,			December 31,
	2002		2002			2001
Elimination of EG&G Technical Services’ goodwill amortization expense	$	—	$	(5,090	)	$	(10,181	)
Elimination of Lear Siegler’s goodwill amortization expense		—		(2,565	)		(5,129	)
	$	—	$	(7,655	)	$	(15,310	)

(b)  Reflects estimated incremental interest expense associated with debt incurred as part of the financing related to the EG&G acquisition and estimated amortization of debt financing costs.

	Six Months			Twelve Months			Year
	Ended			Ended			Ended
	April 30,			April 30,			October 31,
	2002			2002			2001
Interest expense calculated based on current rates	$	43,102		$	86,203		$	86,203
Less: Historical interest expense — URS		(24,938	)		(56,002	)		(65,589	)
Less: Historical interest expense — EG&G Technical Services		(4,482	)		(9,626	)		(12,413	)
Less: Historical interest expense — Lear Siegler		(1,249	)		(3,759	)		(4,585	)
Adjustment — increase in interest expense	$	12,433		$	16,816		$	3,616

							Variable		Variable		Variable
							Interest		Interest at		Interest
							Range		Current/		Range
		Actual					125 basis		Actual		125 basis
Debt Instrument		Rate			Amount		points below		Rate		points above
Existing debt to remain outstanding:
Interest expense			—			—	$	28,564	$	28,564	$	28,564
New debt:
Notes			12.00	%	$	195,280		23,434		23,434		23,434
New senior secured credit facility:
	Revolving credit facility		6.75	%		50,754		3,764		4,399		5,033
	Term loan A		4.88	%		125,000		4,531		6,094		7,656
	Term loan B		5.38	%		350,000		14,437		18,812		23,187
Amortization of debt financing costs			—			—		4,900		4,900		4,900
Annual interest expense			—			—	$	79,630	$	86,203	$	92,774
Semi-annual interest expense			—			—	$	39,815	$	43,102	$	46,387

We expect to have generated sufficient cash flow between April 30, 2002 and the closing to consummate the EG&G acquisition without incurring any borrowings under the revolving credit facility. Accordingly, we expect the full amount of the revolving credit facility to be undrawn at closing. Amounts outstanding under letters of credit will reduce our availability thereunder. Amounts for the interest expense of existing debt to remain outstanding include $2,063 of amortization of debt financing costs. Amount of the Notes is net of original issue discount of $4.7 million.

(c)  Reflects the tax effect of all adjustments at an assumed statutory tax rate of 40.0%.

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(d)

No adjustments were made to accrue preferred stock dividends on our series D preferred stock in the event that our series D preferred stock is not converted into common stock within 180 days of the closing of the EG&G acquisition.

(e)

Basic net income per share is computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding for the period and assuming the issuance of shares of common stock in connection with the EG&G acquisition occurred at the beginning of the period presented. Diluted net income per share is computed assuming conversion or exercise of all convertible securities, option and warrants. Both basic and diluted net income per share calculations assume the series D preferred stock has been converted at the beginning of the period presented into shares of common stock based on the estimated liquidation preference at August 14, 2002.

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