(URS LOGO) FOR IMMEDIATE DISTRIBUTION Contacts: URS CORPORATION CITIGATE SARD VERBINNEN Kent P. Ainsworth Hugh Burns/Jamie Tully Executive Vice President (212) 687-8080 & Chief Financial Officer OR David C. Nelson Vice President & Corporate Treasurer (415) 774-2700 URS CORPORATION REPORTS THIRD QUARTER RESULTS FOR FISCAL 2003 GENERATES $133 MILLION IN OPERATING CASH FLOW AND REPAYS $110 MILLION IN DEBT YEAR TO DATE PROVIDES GUIDANCE FOR REMAINDER OF FISCAL 2003 AND FISCAL 2004 - -------------------------------------------------------------------------------- SAN FRANCISCO, CA - SEPTEMBER 15, 2003 - URS Corporation (NYSE: URS) today reported revenues of $778,045,000 for the fiscal 2003 third quarter ended July 31, compared to $583,937,000 reported for the third quarter of fiscal 2002. Net income was $17,086,000, down from $18,362,000 for the corresponding third quarter of fiscal 2002. Earnings per share ("EPS") of $0.52, fully diluted, was in line with the Company's guidance. This compares with EPS of $0.70 per share, fully diluted, for the fiscal 2002 third quarter. During the quarter, the Company generated $61 million in operating cash flow and repaid $60 million in debt. For the nine months ended July 31, 2003, revenues increased 39% to $2,348,633,000 from $1,691,345,000 for the corresponding nine months ended July 31, 2002. Net income for the nine months ended July 31, 2003 was $38,600,000, or $1.18 per share, fully diluted, compared to $48,564,000 or $1.86 per share, fully diluted, for the first nine months of fiscal 2002. As of July 31, 2003, the Company's backlog was $2,639,400,000, compared to $2,565,000,000 as of October 31, 2002. 1 Earnings before interest, taxes, depreciation and amortization ("EBITDA") for the third quarter was $58,968,000, compared with EBITDA of $50,491,000 for the third quarter of fiscal 2002. For the nine months ended July 31, 2003, EBITDA was $159,053,000, compared with $141,023,000 for the nine months ended July 31, 2002. A reconciliation of EBITDA to net income and to net cash provided by operating activities is included in the EBITDA Reconciliation Schedule provided at the end of this press release. Commenting on the quarter, Martin M. Koffel, Chairman and Chief Executive Officer, stated: "Our results for the third quarter were in line with previously announced guidance and reflect the continued strength of our business with the federal government, along with our well-established franchise with state and local governments across the country and with the Fortune 500." Mr. Koffel continued: "Our business with the federal government continued to benefit from robust spending at the federal level - particularly on defense-related activities. In the state and local government market, our excellent competitive position and ability to shift resources towards pockets of strength, such as educational facilities, has enabled us to mitigate the effects of reduced spending. As a result, revenues from this market - while below 2002 levels - were higher than anticipated. In the private sector, although capital investment remains weak in the areas that drive our business, we were successful in winning several new master service agreements with large multinational corporations." "We have also been very successful generating cash and de-leveraging our balance sheet. During the quarter, we generated $61 million in operating cash flow, which allowed us to make $56 million in discretionary debt payments in addition to $4 million in scheduled debt payments. During this fiscal year, we have generated over $133 million of cash from operations, repaid $110 million in debt, and reduced our debt to capitalization ratio from 58% to 53%." For the quarter, revenues from URS' federal business were approximately $340 million, up from approximately $110 million during the third quarter of fiscal 2002, including approximately $220 million in revenues from the Company's EG&G Division. Revenues from URS' state and local government business were approximately $170 million, which was about the same as the third quarter of fiscal 2002. Revenues from URS' private sector business were approximately $200 million, compared to approximately $250 million in the third quarter of fiscal 2002. Revenues from URS' international business were approximately $70 million, up 22% from the third quarter of 2 fiscal 2002. The increase in revenues from the Company's international business is primarily due to the effect of currency translation. OUTLOOK FOR FISCAL 2003 AND 2004 For fiscal 2003, which ends on October 31, 2003, URS expects that revenues will be approximately $3.15 billion, EBITDA will be approximately $225 million and net income will be approximately $58 million. The Company expects that fiscal 2003 earnings per share will be approximately $1.75, fully diluted, in line with previous guidance. The Company anticipates that fiscal year 2004 revenues will be approximately $3.3 billion. Assuming it meets this revenue expectation, the Company expects that net income will be approximately $65 million, and earnings per share will be approximately $1.90 for fiscal 2004. Commenting on the Company's outlook, Mr. Koffel stated: "Looking ahead to the remainder of 2003 and into 2004, we expect to continue to benefit from favorable trends in the federal market, including increased spending on defense, additional opportunities to provide outsourced solutions to federal government agencies and a growing homeland security market." Mr. Koffel continued: "We believe the state and local government market has stabilized, and with the approval of all state budgets for 2004, infrastructure projects should begin to move forward and drive modest revenue growth in this part of our business. In the private sector, we have seen preliminary indications that the economy may be improving, including recently reported growth in the manufacturing sector and in construction spending. However, we do not expect these trends to have a significant impact on our business in the near term, as growth in our business tends to lag economic indicators by several months." URS Corporation offers a broad range of planning and design, program and construction management, systems engineering and technical assistance, and operations and maintenance services for transportation, hazardous waste, industrial processing and petrochemical, general building, water/wastewater, military facilities and equipment platforms, and security projects. Headquartered in San Francisco, the Company operates in more than 20 countries with more than 25,500 employees providing engineering services to federal, state and local governmental agencies as well as private clients in the chemical, manufacturing, pharmaceutical, forest products, mining, oil and gas, and utilities industries (www.urscorp.com). 3 URS will host a dial-in conference call on Tuesday, September 16, 2003 at 11:00 a.m. (EDT), to discuss its fiscal 2003 third quarter results. A live web cast of this call will be available on URS' website at http://www.urscorp.com/investor/index.html. TABLES TO FOLLOW # # # Statements contained in this press release that are not historical facts may constitute forward-looking statements, including statements relating to the Company's operating performance, capital resources and future growth opportunities. The Company believes that its expectations are reasonable and are based on reasonable assumptions. However, such forward-looking statements by their nature involve risks and uncertainties. The Company cautions that a variety of factors could cause the Company's business and financial results to differ materially from those expressed or implied in forward-looking statements. These factors include, but are not limited to: the continuation of the current economic downturn; the Company's continued dependence on federal, state and local appropriations for multi-year government contracts; changes in regulations applicable to the Company; the Company's ability to manage its contracts; the Company's highly leveraged position; the Company's ability to service its debt; outcomes of pending and future litigation; industry competition; the Company's ability to attract and retain qualified professionals; risks associated with international operations; the Company's ability to successfully integrate its accounting and management information systems; the Company's ability to integrate future acquisitions successfully; and other factors discussed more fully in the Company's reports filed from time to time with the Securities and Exchange Commission. The Company assumes no obligation to update any forward-looking statements. 4 URS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE DATA) JULY 31, 2003 OCTOBER 31, 2002 ------------- ---------------- ASSETS (UNAUDITED) Current assets: Cash and cash equivalents .............................................. $ 15,547 $ 9,972 Accounts receivable, including retainage of $45,201 and $50,552, respectively ................................................ 536,843 596,275 Costs and accrued earnings in excess of billings on contracts in process 363,528 374,651 Less receivable allowances ............................................. (31,547) (30,710) ----------- ----------- Net accounts receivable ......................................... 868,824 940,216 ----------- ----------- Deferred income taxes .................................................. 20,795 17,895 Prepaid expenses and other assets ...................................... 25,051 20,248 ----------- ----------- Total current assets ............................................ 930,217 988,331 Property and equipment at cost, net ........................................ 154,508 156,524 Goodwill ................................................................... 1,004,680 1,001,629 Purchased intangible assets, net ........................................... 12,245 14,500 Other assets ............................................................... 61,755 68,108 ----------- ----------- $ 2,163,405 $ 2,229,092 =========== =========== LIABILITIES, MANDATORILY REDEEMABLE SECURITIES, AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt ...................................... $ 33,540 $ 30,298 Accounts payable and subcontractor payable, including retainage of $5,785 and $5,190, respectively ......................... 158,937 204,389 Accrued salaries and wages ............................................. 127,499 101,287 Accrued expenses and other ............................................. 84,214 115,545 Billings in excess of costs and accrued earnings on contracts in process 98,196 92,235 ----------- ----------- Total current liabilities ....................................... 502,386 543,754 Long-term debt ............................................................. 811,548 923,863 Deferred income taxes ...................................................... 42,529 40,629 Deferred compensation and other ............................................ 71,627 40,261 ----------- ----------- Total liabilities ............................................... 1,428,090 1,548,507 ----------- ----------- Mandatorily redeemable Series D senior convertible participating preferred stock, par value $.01; authorized 100 shares; issued and outstanding 0 and 100 shares, respectively; liquidation preference $0 and $46,733, respectively ............................................................. -- 46,733 ----------- ----------- Stockholders' equity: Common shares, par value $.01; authorized 50,000 shares; issued and outstanding 33,011 and 30,084 shares, respectively ................... 330 301 Treasury stock, 52 shares at cost ...................................... (287) (287) Additional paid-in capital ............................................. 478,290 418,705 Accumulated other comprehensive loss ................................... (1,954) (5,132) Retained earnings ...................................................... 258,936 220,265 ----------- ----------- Total stockholders' equity ...................................... 735,315 633,852 ----------- ----------- $ 2,163,405 $ 2,229,092 =========== =========== 5 URS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA) THREE MONTHS ENDED NINE MONTHS ENDED JULY 31, JULY 31, -------------------------- -------------------------- 2003 2002 2003 2002 ---------- ---------- ---------- ---------- (UNAUDITED) (UNAUDITED) Revenues ................................... $ 778,045 $ 583,937 $2,348,633 $1,691,345 Direct operating expenses .................. 485,177 353,537 1,481,340 1,017,045 ---------- ---------- ---------- ---------- Gross profit ............................. 292,868 230,400 867,293 674,300 ---------- ---------- ---------- ---------- Indirect expenses: Indirect, general and administrative ..... 244,060 187,738 740,050 556,358 Interest expense, net .................... 20,332 12,070 62,913 37,008 ---------- ---------- ---------- ---------- 264,392 199,808 802,963 593,366 ---------- ---------- ---------- ---------- Income before taxes ........................ 28,476 30,592 64,330 80,934 Income tax expense ......................... 11,390 12,230 25,730 32,370 ---------- ---------- ---------- ---------- Net income ................................. 17,086 18,362 38,600 48,564 Preferred stock dividend ................... -- 1,055 -- 5,939 ---------- ---------- ---------- ---------- Net income available for common stockholders 17,086 17,307 38,600 42,625 Other comprehensive income: Foreign currency translation adjustments . 272 2,550 3,178 121 ---------- ---------- ---------- ---------- Comprehensive income ....................... $ 17,358 $ 19,857 $ 41,778 $ 42,746 ========== ========== ========== ========== Net income per common share: Basic .................................... $ .52 $ .78 $ 1.19 $ 2.15 ========== ========== ========== ========== Diluted .................................. $ .52 $ .70 $ 1.18 $ 1.86 ========== ========== ========== ========== Weighted-average shares outstanding: Basic .................................... 32,704 22,587 32,509 19,851 ========== ========== ========== ========== Diluted .................................. 33,207 26,121 32,730 26,227 ========== ========== ========== ========== 6 URS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) THREE MONTHS ENDED NINE MONTHS ENDED JULY 31, JULY 31, ------------------------- ------------------------- 2003 2002 2003 2002 --------- --------- --------- --------- (UNAUDITED) (UNAUDITED) Cash flows from operating activities: Net income ....................................... $ 17,086 $ 18,362 $ 38,600 $ 48,564 --------- --------- --------- --------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ................ 10,160 7,829 31,810 23,081 Amortization of financing fees ............... 1,915 942 5,553 2,801 Receivable allowances ........................ (208) 437 837 1,956 Deferred income taxes ........................ 1,000 (3,718) (1,000) 4,096 Stock compensation ........................... 264 501 3,665 1,707 Tax benefit of stock options ............... 161 3,800 161 3,800 Changes in current assets and liabilities: Accounts receivable and costs and accrued earnings in excess of billings on contracts in process ....................... 20,313 (21,229) 70,555 25,915 Prepaid expenses and other assets ............ (3,038) (778) (4,803) (1,945) Accounts payable, accrued salaries and wages and accrued expenses ........................ (24,566) 47,837 (54,590) (2,841) Billings in excess of costs and accrued earnings on contracts in process ............ 4,300 (3,697) 5,961 (12,649) Deferred compensation and other .............. 31,214 768 31,366 1,298 Other, net ................................... 2,660 2,460 5,180 9,564 --------- --------- --------- --------- Total adjustments .......................... 44,175 35,152 94,695 56,783 --------- --------- --------- --------- Net cash provided by operating activities 61,261 53,514 133,295 105,347 --------- --------- --------- --------- Cash flows from investing activities: Capital expenditures, less equipment purchased through capital leases ........... (4,360) (11,399) (13,107) (46,255) --------- --------- --------- --------- Net cash used by investing activities ... (4,360) (11,399) (13,107) (46,255) --------- --------- --------- --------- Cash flows from financing activities: Long-term debt principal payments ............ (59,854) (24,427) (82,971) (42,959) Long-term debt borrowings .................... -- 840 104 1,115 Net payments under the line of credit ........ -- -- (27,259) -- Capital lease obligations payments ........... (5,739) (4,138) (13,366) (10,905) Short-term note borrowings ................... -- 4 1,211 96 Short-term note payments ..................... (1,329) (1,127) (1,385) (3,492) Proceeds from sale of common shares from employee stock purchase plan and exercise of stock options ........................... 5,373 5,117 9,053 17,116 --------- --------- --------- --------- Net cash used by financing activities ... (61,549) (23,731) (114,613) (39,029) --------- --------- --------- --------- Net increase in cash ................ (4,648) 18,384 5,575 20,063 Cash and cash equivalents at beginning of period .. 20,195 25,077 9,972 23,398 --------- --------- --------- --------- Cash and cash equivalents at end of period ........ $ 15,547 $ 43,461 $ 15,547 $ 43,461 ========= ========= ========= ========= Supplemental information: Interest paid ................................ $ 10,601 $ 4,689 $ 48,209 $ 30,270 ========= ========= ========= ========= Taxes paid ................................... $ 10,853 $ 10,516 $ 14,181 $ 27,274 ========= ========= ========= ========= Equipment acquired through capital lease obligations ................................ $ 4,881 $ 2,649 $ 13,486 $ 19,345 ========= ========= ========= ========= Non-cash dividends paid in-kind .............. $ -- $ 1,888 $ -- $ 6,740 ========= ========= ========= ========= Conversion of Series B preferred stock to common stock ............................... $ -- $ -- $ -- $ 126,838 ========= ========= ========= ========= 7 URS CORPORATION AND SUBSIDIARIES EBITDA RECONCILIATION SCHEDULE We present Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), Forecasted EBITDA and EBITDA margin, financial measures that are not computed in accordance with generally accepted accounting principles ("GAAP"), which is used by our management for planning and forecasting purposes and by lenders and investors to measure operating performance and liquidity. We use these non-GAAP financial measures in making decisions regarding our operational performance, our ability to service our debt and to facilitate internal comparisons of our operating results. EBITDA, Forecasted EBITDA and EBITDA margin are not measures of operating performance computed in accordance with GAAP and should not be used as a substitute for earnings from operations, net income or loss, cash flows from operating activities or other measures of operations or cash flow data prepared in conformity with GAAP, or as a GAAP measure of profitability or liquidity. In addition, EBITDA, Forecasted EBITDA and EBITDA margin may not be comparable to similarly titled measures of other companies. In addition, EBITDA as used herein is not calculated in the same manner as consolidated EBITDA for purposes of compliance with the financial ratios in our senior secured credit facility. Our EBITDA (as reconciled against GAAP net income) and EBITDA margin are calculated as follows: ACTUAL ------------------------------------------------------------- FORECAST THREE MONTHS ENDED NINE MONTHS ENDED -------- JULY 31, JULY 31, FISCAL --------------------------- --------------------------- YEAR 2003 2002 2003 2002 2003 ---------- ---------- ---------- ---------- ---------- (IN THOUSANDS) (UNAUDITED) Net income ............................... $ 17,086 $ 18,362 $ 38,600 $ 48,564 $ 58,000 Interest expense, net .................... 20,332 12,070 62,913 37,008 83,000 Income tax expense ....................... 11,390 12,230 25,730 32,370 40,000 Depreciation and amortization ............ 10,160 7,829 31,810 23,081 44,000 ---------- ---------- ---------- ---------- ---------- EBITDA ................................... $ 58,968 $ 50,491 $ 159,053 $ 141,023 $ 225,000 ========== ========== ========== ========== ========== Revenues ................................. $ 778,045 $ 583,937 $2,348,633 $1,691,345 $3,150,000 ========== ========== ========== ========== ========== EBITDA margin (EBITDA divided by revenues) 7.6% 8.6% 6.8% 8.3% 7.1% ========== ========== ========== ========== ========== The following is a reconciliation of EBITDA to GAAP operating cash flows: ACTUAL --------------------------------------------------------- FORECAST THREE MONTHS ENDED NINE MONTHS ENDED --------- JULY 31, JULY 31, FISCAL ------------------------- ------------------------- YEAR 2003 2002 2003 2002 2003 --------- --------- --------- --------- --------- (IN THOUSANDS) (UNAUDITED) EBITDA .................................. $ 58,968 $ 50,491 $ 159,053 $ 141,023 $ 225,000 Interest expense, net ................... (20,332) (12,070) (62,913) (37,008) (83,000) Income tax expense ...................... (11,390) (12,230) (25,730) (32,370) (40,000) Amortization of financing fees .......... 1,915 942 5,553 2,801 5,000 Receivable allowances ................... (208) 437 837 1,956 -- Deferred income taxes ................... 1,000 (3,718) (1,000) 4,096 (5,000) Stock compensation ...................... 264 501 3,665 1,707 4,000 Tax benefit of stock options ............ 161 3,800 161 3,800 1,000 Changes in current assets and liabilities 30,883 25,361 53,669 19,342 38,000 --------- --------- --------- --------- --------- Net cash provided by operating activities $ 61,261 $ 53,514 $ 133,295 $ 105,347 $ 145,000 ========= ========= ========= ========= ========= 8