10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2004
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)	(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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Name of each exchange on which registered:
Common Shares, par value $.01 per share	New York Stock Exchange
	Pacific Exchange
6 1/2 % Convertible Subordinated Debentures due 2012	New York Stock Exchange
	Pacific Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

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  þ No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ   No o

On January 3, 2005, there were 43,835,413 shares of the registrant’s Common Stock outstanding. The aggregate market value of the Common Stock of the registrant held by non-affiliates on January 3, 2005 and April 30, 2004 (the last business day of the registrant’s most recently completed second fiscal quarter) was $1,149.4 million and $917.4 million, respectively, based upon the closing sales price of the registrant’s Common Stock on such date as reported in the consolidated transaction reporting system. For purposes of this calculation, executive officers, directors and holders of 10% or more of the outstanding shares of Common Stock of the registrant are deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Documents Incorporated by Reference

Items 10, 11, 12 and 14 of Part III incorporate information by reference from the registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on March 22, 2005.

URS CORPORATION AND SUBSIDIARIES

     This Annual Report on Form 10-K 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,” “intend,” “may,” “plan,” “predict,” “will,” and similar terms used in reference to our future revenue, future contributions to our retirement and health plans, our future real estate leasing, future maintenance of our insurance coverage, future outcomes of our legal proceedings, future guarantees and debt service obligations, future capital resources, future utilization of our net operating losses and deferred tax assets, future accounting and project management conversion and future economic and industry conditions. We believe that our expectations are reasonable and are based on reasonable assumptions. However, such forward-looking statements by their nature involve risks and uncertainties. We caution that a variety of factors, including but not limited to the following, could cause our business and financial results to differ materially from those expressed or implied in our forward-looking statements: the ongoing economic downturn; our ability to comply with government contract procurement regulations; changes in our book of business; our dependence on government appropriations and procurements; our ability to profitably execute our contracts and guarantees; our leveraged position; our ability to service our debt; liability for pending and future litigation; the impact of changes in the laws and regulations; our ability to maintain adequate insurance coverage; a decline in defense spending; industry competition; our ability to attract and retain key individuals; risks associated with international operations; our ability to successfully integrate our accounting and project management software; our relationship with our labor unions; and other factors discussed more fully in Management’s Discussion and Analysis of Financial Condition and Results of Operations beginning on page 19, Risk Factors That Could Affect Our Financial Condition and Results of Operations beginning on page 41, 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
Item 1. Business	3
Item 2. Properties	13
Item 3. Legal Proceedings	13
Item 4. Submission of Matters to a Vote of Security Holders	14
Item 4A. Executive Officers of the Registrant	14
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
Item 6. Summary of Selected Financial Data	18
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	48
Item 8. Consolidated Financial Statements and Supplementary Data	49
Consolidated Balance Sheets      October 31, 2004 and October 31, 2003	50
Consolidated Statements of Operations and Comprehensive Income      Years ended October 31, 2004, 2003, and 2002	51
Consolidated Statements of Changes in Stockholders’ Equity      Years ended October 31, 2004, 2003, and 2002	52
Consolidated Statements of Cash Flows      Years ended October 31, 2004, 2003, and 2002	53
Notes to Consolidated Financial Statements	54
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	103
Item 9A. Controls and Procedures	103
Item 9B. Other Information	103

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PART III
Item 10. Directors and Executive Officers of the Registrant	105
Item 11. Executive Compensation	105
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	105
Item 13. Certain Relationships and Related Transactions	105
Item 14. Principal Accountant Fees and Services	105
PART IV
Item 15. Exhibits and Financial Statement Schedules	106
EXHIBIT 4.57
EXHIBIT 4.58
EXHIBIT 4.59
EXHIBIT 4.60
EXHIBIT 4.61
EXHIBIT 4.62
EXHIBIT 4.63
EXHIBIT 4.64
EXHIBIT 4.65
EXHIBIT 4.66
EXHIBIT 4.67
EXHIBIT 4.68
EXHIBIT 10.14
EXHIBIT 10.17
EXHIBIT 10.39
EXHIBIT 21.1
EXHIBIT 23.1
EXHIBIT 24.1
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32

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ITEM 1. BUSINESS

Summary

     We are one of the largest engineering design services firms worldwide and a major U.S. federal government contractor for systems engineering and technical assistance and operations and maintenance services. Our business focuses primarily on providing fee-based professional and technical services in the engineering and construction services and defense markets, although we perform some construction work. We operate through two divisions: the URS Division and the EG&G Division. Our URS Division provides a comprehensive range of professional planning and design, program and construction management, and operations and maintenance services to the U.S. federal government, state and local government agencies, and private industry clients in the United States and internationally. Our EG&G Division provides planning, systems engineering and technical assistance, operations and maintenance, and program management services to various U.S. federal government agencies, primarily the Departments of Defense and Homeland Security. For information on our business by segment and geographic regions, please refer to Note 7, “Segment and Related Information” to our “Consolidated Financial Statements and Supplementary Data” included under Item 8 of this report.

Clients, Services and Markets

     We market our services to federal government agencies, state and local government agencies, private industry, and international clients through our extensive network of approximately 300 offices and contract specific job sites across the U.S. and in more than 20 foreign countries. We currently have many active projects, with no single project accounting for more than 6% of our revenues for fiscal 2004.

     We focus our expertise on eight key markets: transportation, environmental, facilities, commercial/industrial, water/wastewater, homeland security, defense systems, and installations and logistics.

     The following table summarizes our revenues, representative services and representative markets by client type for our fiscal year ended October 31, 2004.

	% of
	Revenues
	(Based on
Client Type	FY 04 results)				Representative Services		Representative Markets
Federal				•	Operations and Maintenance	•	Facilities
Government		48	%	•	Systems Engineering and Technical	•	Environmental
					Assistance	•	Homeland Security
				•	Planning and Design	•	Defense Systems
				•	Program Management	•	Installations and
				•	Construction Management		Logistics
						•	Transportation
State and Local		20	%	•	Planning and Design	•	Transportation
Government				•	Program Management	•	Facilities
				•	Construction Management	•	Homeland Security
				•	Operations and Maintenance	•	Environmental
						•	Water/Wastewater
Private Industry		23	%	•	Planning and Design	•	Commercial/Industrial
				•	Program Management	•	Facilities
				•	Construction Management	•	Water/Wastewater
				•	Operations and Maintenance	•	Homeland Security

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	% of
	Revenues
	(Based on
Client Type	FY 04 results)				Representative Services		Representative Markets
International		9	%	•	Planning and Design	•	Transportation
				•	Program Management	•	Facilities
				•	Construction Management	•	Environmental
				•	Operations and Maintenance	•	Water/Wastewater
						•	Commercial/Industrial
						•	Homeland Security
						•	Defense Systems

Clients

     We provide our services to a broad range of domestic and international clients, including agencies of the U.S. federal government, state and local government agencies and private industry clients located both in the U.S. and abroad. The demand for our services comes from budgeting and capital spending decisions made by the U.S. federal government, state and local government agencies and public and private companies. The following table summarizes the primary client type serviced by our URS and EG&G Divisions for the fiscal year ended October 31, 2004.

Clients	URS Division	EG&G Division
Federal Government	ü	ü
State and Local Government	ü	—
Private Industry	ü	—
International	ü	—

ü  a primary client type for the division.

— not a primary client type for the division.

     U.S. Federal Government. We are a major government contractor for systems engineering and technical assistance, and operations and maintenance, providing services to the Departments of Defense, Homeland Security, Justice, Energy and Treasury, the Environmental Protection Agency, NASA, the United States Postal Service and the General Services Administration. Following a steady decline in uniformed and civilian personnel levels throughout the 1990s, the Department of Defense has used contractors for large, multi-service government outsourcing contracts in support of military operations. Our revenues from U.S. federal government agencies exclude revenues arising from federal grants or matching funds allocated to and passed through state and local government agencies. We serve U.S. federal government clients through both our URS and EG&G Divisions.

     State and Local Government. Our state and local government agency clients include various local municipalities, community planning boards, state and municipal departments of transportation and public works, transit authorities, water and wastewater authorities, environmental protection agencies, school boards and authorities, judiciary agencies, public hospitals and airport authorities. In the United States, substantially all spending for infrastructure – transportation facilities, public buildings and water and wastewater systems – is coordinated through these agencies. Our revenues from state and local governments include revenues arising from federal grants or matching funds provided to state and local government agencies. Our state and local government clients are primarily served by the URS Division.

     Private Industry. Our private industry clients include various Fortune 500 clients, many with international operations, from a broad range of industries, including chemical, pharmaceutical, oil and gas, power, manufacturing, mining and forest products. Over the past several years, many of these companies have reduced the number of service providers they use, selecting larger, multi-service contractors with international operations in order to control overhead costs. Our private industry clients are served primarily through the URS Division.

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     International Business. The focus of our international business is to provide a range of services to our multinational private industry clients and foreign governmental agencies in the Americas (outside the U.S.), Europe and Asia Pacific. Although both the URS and EG&G Divisions work outside of the United States, our clients based outside of the United States are served primarily by the URS Division.

Services

     We provide professional planning and design, systems engineering and technical assistance, program and construction management, and operations and maintenance services to the U.S. federal, state, and local government agencies, as well as private industry and international clients. These services are delivered through a network of offices and contract-specific job sites. Although we are typically the prime contractor, in some cases, we provide services as subcontractors or through joint ventures or partnership agreements with other service providers. The following table summarizes the services provided by our URS and EG&G Divisions for the fiscal year ended October 31, 2004.

Services	URS Division	EG&G Division
Planning and Design	ü	ü
Systems Engineering and Technical Assistance	—	ü
Construction Management	ü	—
Program Management	ü	ü
Operations and Maintenance	ü	ü

ü the Division provides the listed service.

— the Division does not provide the listed service.

     Planning and Design. The planning process is typically used to develop a blueprint or overall scheme for a project. Based on the project requirements identified during the planning process, detailed plans are developed, which may include material specifications, construction cost estimates and schedules. Our planning and design services include the following:

•   master planning;

•   land-use planning;

•   transportation planning;

•   technical and economic feasibility studies;

•   environmental impact assessments;

•   permitting to ensure compliance with applicable regulations;

•   the analysis of alternative designs; and

•   the development of conceptual and final design documents.

     We provide planning and design services for the construction of new transportation projects and for the renovation and expansion of existing transportation infrastructure, including bridges, highways, roads, airports, mass transit systems and railroads. We also plan and design many types of facilities, such as schools, courthouses, hospitals, corporate offices and retail outlets, as well as water supply and conveyance systems and wastewater treatment plants. Our planning and design capabilities support homeland defense and global threat reduction programs, as well as for hazardous waste clean-up activities at military bases and environmental assessment, due diligence and permitting at commercial and industrial facilities. We also provide design support to military clients for major research and development projects.

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     Systems Engineering and Technical Assistance. We provide a broad range of systems engineering and technical assistance to all branches of the U.S. military for the design and development of new weapons systems and the modernization of aging weapons systems. We have the expertise to support a wide range of platforms including aircraft and helicopters, tracked and wheeled vehicles, ships and submarines, shelters and ground support equipment. Representative systems engineering and technical assistance services include:

•   defining operational requirements and developing specifications for new weapons systems;

•   reviewing hardware and software design data; and

•   developing engineering documentation for these systems.

     We support a number of activities including technology insertion, system modification, installation of new systems/equipment, design of critical data packages, and configuration management.

     Construction Management. We serve as the client’s representative and monitor the progress, cost and quality of construction projects in process. As construction managers, we typically oversee and coordinate the activities of construction contractors, providing a variety of services, including:

•   cost and schedule management;

•   change management;

•   document control;

•   contract administration;

•   inspection;

•   quality control and quality assurance; and

•   claims and dispute resolution.

     We provide construction management services for transportation, facilities, environmental and water/wastewater projects. Although we have acted as a general contractor or sub-contractor on some demolition and environmental contracts, we generally have not pursued “low bid” fixed-price construction contracts.

     Program Management. We provide the technical and administrative services required to manage, coordinate and integrate the multiple and concurrent assignments that comprise a large program – from concept through completion. For large military programs, which typically involve naval, ground, vessel and airborne platforms, our program management services include logistics planning, acquisition management, risk management of weapons systems, safety management and subcontractor management. We also provide program management services for large capital improvement programs, which include planning, coordination, schedule and cost control, and design, construction, and commissioning oversight.

     Operations and Maintenance. We provide operations and maintenance services in support of large military and other non-military installations and operations. Our services include:

•   management of military base logistics, including overseeing the operation of government warehousing and distribution centers, as well as government property and asset management;

•   maintenance, modification, overhaul and life service extension services for military vehicles, vessels and aircraft;

•   operation and maintenance of chemical agent disposal systems;

•   comprehensive military flight training services; and

•   support of high security systems.

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Markets

     We focus our expertise on eight key markets: transportation, environmental, commercial/industrial, facilities, water/wastewater, homeland security, installations and logistics and defense systems. Our domestic and international network of offices allows us to perform business development and sales activities on a localized basis. In addition, for large-scale projects and multinational clients, we coordinate national and international marketing efforts on a company-wide basis. The following table summarizes the markets served by our URS and EG&G Divisions, as separate reporting segments, for our fiscal year ended October 31, 2004.

Markets	URS Division	EG&G Division
Transportation	ü	—
Environmental	ü	—
Commercial/Industrial	ü	—
Facilities	ü	—
Water/Wastewater	ü	—
Homeland Security	ü	ü
Installations and Logistics	ü	ü
Defense Systems	—	ü

ü  the Division serves this market.

— the Division does not serve this market.

Transportation

     We provide a full range of planning and design, program management and construction management services for surface transportation, air transportation and rail transportation projects as described below.

     Surface Transportation. We provide services for all types of surface transportation systems and networks, including highways, bridges, tunnels and interchanges; toll road facilities; and port and marine structures. Our expertise also includes the planning and design, and operations and maintenance of intelligent transportation systems, such as traffic management centers. Historically, we have emphasized the design of new transportation systems, but in recent years we have focused on the rehabilitation and expansion of existing systems.

     Air Transportation. We provide comprehensive services for the development of new airports and the modernization and expansion of existing facilities, including airport terminals; hangars and air cargo buildings; air traffic control towers; runways and taxiways; and related airport infrastructure such as roadways, parking garages and people movers. We also specialize in baggage, communications and aircraft fueling systems. In the growing area of airport security, we assist airport authorities and owners, and airline carriers in all aspects of security-related projects. We have completed projects at both general aviation and large-hub international airports throughout the world. In the growing area of security systems at airports, we provide a full range of planning and design, program and construction management, and operations and maintenance services.

     Rail Transportation. We provide services to freight and passenger railroads and urban mass transit agencies. We have planned, designed and managed the construction of commuter rail systems, freight rail systems, heavy and light rail transit systems, and high-speed rail systems. Our specialized expertise in transportation structures, including terminals, stations, parking facilities, bridges, tunnels and power, signals and communications systems, complements these capabilities.

Environmental

     We provide a variety of services related to protecting, preserving and restoring our air, water and soil quality for the U.S. federal, state and local government agencies, and public utilities. Our services include environmental impact assessments, permitting and regulatory compliance, remediation design, program and construction

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management, demolition and environmental clean-up. We provide air quality monitoring and modeling and design air emissions control systems. We also provide comprehensive services related to the identification, characterization and remediation of hazardous waste sites.

Commercial/Industrial

     We provide a broad range of engineering and environmental services to commercial and industrial clients in the private sector, most of which are Fortune 500 companies. Our work includes due diligence and compliance audits, facility site locating and permitting, environmental management and pollution control, waste management and remediation engineering, process engineering and design, and reporting. We also design new buildings and facilities, and assist in property redevelopment.

Facilities

     We provide planning, architectural and engineering design, and program and construction management for new facilities and the rehabilitation and expansion of existing facilities. Our work involves a broad range of building types, including education, judicial, correctional health care, retail, sports, recreational, industrial, research and office facilities. We also provide historic preservation, adaptive reuse and seismic upgrade services.

Water/Wastewater

     We provide services for the planning, design and construction of all types of water/wastewater treatment facilities and systems. Services are provided for new and expanded water supply, storage, distribution and treatment systems, municipal wastewater treatment and sewer systems, and watershed, storm water management and flood control systems. We also provide design and seismic retrofit of earth, rockfill and roller-compacted concrete dams, as well as the design of reservoirs and impoundments, including mine tailings disposal and large outfall structures.

Homeland Security

     We provide a variety of services to the Department of Homeland Security, the Department of Defense, and other federal and state and local government agencies in the support of Homeland Security activities. This work includes conducting threat assessments of public facilities, planning and conducting emergency preparedness exercises, and designing force protection systems and security systems.

     In addition, our related global threat reduction services focus on the elimination and dismantlement of nuclear, chemical and biological weapons of mass destruction or WMD. Our services include operating and maintaining chemical agent disposal facilities and providing advisory services for dismantling and eliminating WMD. We also develop emergency response strategies and conduct first responder training for the military and other federal agencies.

Defense Systems

     We provide a variety of services to the U.S. federal government in support of military activities. These services include Defense Systems & Services, Field Services and Flight Services & Training.

     Defense Systems & Services. We provide a variety of weapons system design and modernization services to Department of Defense weapons systems management offices, laboratories, technical centers, support centers, and maintenance activities. These clients acquire ships, aircraft and weapons systems; develop requirements, certify, test and validate; and repair, maintain, and upgrade system platforms. This includes acquisition support for new defense systems, engineering and technical assistance for the modernization of existing systems, and maintenance planning to help extend their service life.

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     Field Services. Under contract with the U.S. Army, U.S. Air Force, and the U.S. Coast Guard, we maintain, modify and overhaul aircraft, ground vehicles, such as Humvees, tanks, and armored personnel carriers, and associated support equipment. We provide these services for military operations both in the U.S. and abroad.

     Flight Services & Training. We provide a variety of services to the U.S. Army, U.S. Air Force, and the U.S. Coast Guard to support undergraduate and graduate-level training for pilots of military fixed wing and rotary wing aircraft. We also assist with the acquisition of military parts for these aircraft.

Installations and Logistics

     We assist the U.S. federal government by providing services to support the operations of complex government and military installations and the management of logistics activities for government supply and distribution networks.

     Installations Management. We provide comprehensive services for the operation and maintenance of complex government installations, including military bases and test ranges. Our services vary from managing basic base operations to the design, installation and maintenance of complex equipment for testing new weapons.

     Logistics. We provide a number of Department of Defense agencies and defense prime contractors with turn key logistics support services focused on developing and managing integrated supply and distribution networks. We oversee warehousing, packaging, delivery, and traffic management for the distribution of government equipment and materials. We also manage depot equipment maintenance, safety, security and contracting.

Major Customer

     Our largest customer is the U.S. Army. We had multiple contracts with the U.S. Army resulting in revenues of $587 million or 17% and $450 million or 14% of our consolidated revenues for fiscal years 2004 and 2003, respectively.

Competition

     Our industry is highly fragmented and intensely competitive. Our competitors are numerous, ranging from small private firms to multi-billion dollar public companies. The technical and professional aspects of our services generally do not require large upfront capital expenditures and therefore provide limited barriers against new competitors. Some of our competitors have achieved greater market penetration in some of the markets in which we compete and have substantially more financial resources and/or financial flexibility than we do. To our knowledge, no individual company currently dominates any significant portion of our markets. Competition in our industry is based on quality of performance, reputation, expertise, price, technology, customer relationships, range of service offerings, and domestic and international office networks.

     We believe that we are well positioned to compete in our markets because of our solid reputation, our long-term client relationships, our extensive network of offices and our broad range of services. We are one of the largest engineering design services firms worldwide and a major U.S. federal government contractor for operations and maintenance services. We provide a comprehensive portfolio of services ranging from engineering planning and design to operations and maintenance. In addition, as a result of our national and international presence of approximately 300 principal offices and contract-specific job sites, we can offer our governmental and private clients localized knowledge and expertise that is backed by the support of our worldwide professional staff.

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     The competitive environments in which each business segment operates are described below:

     URS Division. The URS Division’s business segment is highly competitive and characterized by competition primarily based on performance, reputation, expertise, price, technology, customer relationships, range of service offerings, and domestic and international office networks. Our competitors are numerous, ranging from small private firms to multi-billion dollar public companies, and our primary competitors include: AECOM Technology Corporation, Bechtel Group, Inc., CH2M HILL Companies, Ltd., Earth Tech Inc. (a subsidiary of Tyco International, Ltd.), Fluor Corporation, Jacobs Engineering Group Inc., Parsons Brinckerhoff Inc., the Shaw Group, Inc., Tetra Tech, Inc. and Washington Group International, Inc. We believe that we had a lower operating risk profile relative to our competitors since our contract mix was weighted toward providing professional engineering and operations and maintenance services via cost-plus, time-and-materials and negotiated fixed-price contracts, which were generally lower risk than lump-sum, low-bid fixed-price contracts.

     EG&G Division. The EG&G Division’s business segment is highly competitive and characterized by competition primarily based on quality of performance, reputation, expertise, price, technology, customer relationships and range of service offerings. Our competitors are numerous, ranging from small private firms to multi-billion dollar public companies, and our primary competitors include: Anteon International Corporation, CACI International, Inc., DynCorp (a subsidiary of Computer Sciences Corporation), Johnson Controls, Inc., L-3 Communications Corporation, ManTech International Corporation, Northrop Grumman Corporation, Raytheon Corporation and Science Application International Corporation (SAIC). We believe our competitive advantage in this segment include the factors cited above and also include our positive customer satisfaction and performance rating.

Backlog, Designations, Option Years and Indefinite Delivery Contracts

     We account for the value of all contract awards that may potentially be recognized as revenues over the life of the contracts. We categorize the value of our book of business into backlog, designations, option years and delivery contracts, or IDCs, based on the nature of the award and its current status. A discussion of our book of business is included below.

     Backlog. Our contract backlog consists of the amount billable at a particular point in time for future services under signed contracts, including task orders that are actually issued and funded under IDCs. Our consolidated contract backlog was $3,822.7 million and $3,661.8 million at October 31, 2004 and 2003, respectively.

     Designations. Our clients often designate us as the recipient of future contracts. These “designations” are projects that clients have awarded to us, but for which we do not yet have signed contracts. We estimate total consolidated designations to be $1,333.4 million at October 31, 2004, as compared to $1,150.2 million at October 31, 2003.

     Option Years. A significant portion of the EG&G Division’s contracts are multi-year contracts with a base period plus option years. The base periods of these contracts can vary from one to five years. The option years are exercised at the option of our clients without requiring us to go through an additional competitive bidding process and would only be canceled in a termination for default scenario or if a client decided to end the project. As of October 31, 2004 and 2003, the estimated values of the option years on our contracts were $1,367.2 million and $1,357.7 million, respectively.

     Indefinite Delivery Contracts. Indefinite delivery contracts are signed contracts under which we perform work only when the client issues specific task orders. Generally, the terms of these contracts exceed one year and often include a maximum term and potential value. Indefinite delivery contracts generally range from one to twenty years in length. When such task orders are signed and funded, we transfer their value into backlog. As of October 31, 2004 and 2003, the estimated remaining values of our consolidated indefinite delivery contracts were $3,549.7 million and $2,893.3 million, respectively.

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     While the value of our book of business is a predictor of future revenues, we have no assurance, nor can we provide assurance that we will ultimately realize the maximum potential values for backlog, designations, option years or indefinite delivery contracts. Based on our historical experience, our backlog has the highest likelihood of being converted into revenues since we have signed contracts with our clients. Although there is a high probability that our designations will eventually convert into revenues, they are not as certain as backlog since our clients have not yet signed a contract with us. Due to the nature of option years, which are exercisable at the option of our clients, the likelihood of their conversion into revenues is lower than that of backlog, but higher than that of designations since we have a signed contract with the client and do not need to go through a competitive bidding process to obtain the option on the contract. Because we do not perform work under IDCs until specific task orders are issued, the value of our IDCs are not as likely to convert into revenues as other categories of our book of business.

Acquisitions

     Over the past several years, we have made several strategic acquisitions in order to diversify our client base, increase the range of services we offer and expand the markets we serve. Our most recent acquisition occurred in August 2002 when we acquired EG&G. EG&G provided planning, operations and maintenance, systems engineering and technical assistance, and program management services to the U.S. federal government, particularly the Department of Defense. The EG&G acquisition expanded our federal client base and diversified the range of services we provide, particularly for Department of Defense agencies.

History

     We were originally incorporated in California on May 1, 1957 under the former name of Broadview Research Corporation. On March 28, 1974, we changed our name to URS Corporation. On May 18, 1976, we re-incorporated in Delaware. Since then, we have implemented several name changes as a result of mergers and acquisitions. On February 21, 1990, we changed our name back to URS Corporation.

Regulations

     We provide services for contracts that are subject to government oversight, including environmental laws and regulations, general government procurement laws and regulations, and other government regulations and requirements. For more information on risks associated with our government regulations, please refer to the section, “Risk Factors That Could Affect Our Financial Condition and Results of Operations,” included under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report.

     Environmental. A portion of our business involves the planning, design, program and construction management and operation and maintenance of pollution control facilities, as well as the assessment, design and management of remediation activities at hazardous waste or Superfund sites and military bases. In addition, we contract with U.S. governmental entities to destroy hazardous materials, including chemical agents and weapons stockpiles. These activities require us to manage, handle, remove, treat, transport and dispose of toxic or hazardous substances.

     Some environmental laws including the Resource Conservation and Recovery Act of 1976, as amended, or RCRA, and the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, or CERCLA, as well as other governmental laws can impose liability for the entire cost of the clean-up of contaminated facilities or sites upon present and former owners and operators as well as generators, transporters and persons arranging for the treatment or disposal of such substances. In addition, while we strive to handle hazardous and toxic substances with care and in accordance with safe methods, the possibility of accidents, leaks, spills and the events of force majeure always exist. Humans exposed to these materials, including workers or subcontractors engaged in the transportation and disposal of hazardous materials, and persons in affected areas may be injured or become ill, resulting in lawsuits that expose us to liability and may result in substantial damage awards against us. Liabilities for contamination or human exposure to hazardous or toxic materials or a failure to comply with applicable regulations could result in substantial costs to us, including clean-up costs, fines and civil or criminal sanctions, third party claims for property damage or personal injury, or cessation of remediation activities.

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     Some of our business operations are covered by Public Law 85-804, which provides for government indemnification against claims and damages arising out of unusually hazardous activities performed at the request of the government. Due to changes in public policies and law, however, government indemnification may not be available in the case of any future claims or liabilities relating to other hazardous activities that we undertake to perform.

     Government Procurement. The services we provide to the U.S. federal government are subject to the Federal Acquisition Regulation, the Truth in Negotiations Act, the Cost Accounting Standards, the Service Contract Act, Department of Defense security regulations and other rules and regulations applicable to government contracts. These laws and regulations affect how we transact business with our government clients and in some instances, impose added costs to our business operations. A violation of specific laws and regulations could lead to fines, contract termination or suspension of future contracts. Our government clients can also terminate or modify any of their contracts with us at their convenience, and many of our government contracts are subject to renewal or extension annually.

     Other regulations and requirements. We provide services to the U.S. Department of Defense and other defense-related entities, which require specialized professional qualifications and security clearances. In addition, as engineering design services professionals, we are subject to a variety of local, state and foreign licensing and permit requirements.

Sales and Marketing

     Our URS Division performs business development and sales activities primarily through our network of local offices around the world. For large, market-specific projects requiring diverse technical capabilities, we utilize the companywide resources of specific disciplines. This often involves coordinating marketing efforts on a regional, national or global level. Our EG&G Division performs business development and sales activities primarily through its Strategic Business Units, or SBUs, that addresses a specific market segment, such as flight services and training. In addition, our EG&G Division coordinates national marketing efforts on large projects and for multi-division or multi-SBU scope efforts. Over the past year, the URS Division and the EG&G Division have jointly pursued a number of homeland security projects, and have been successful in marketing EG&G’s technical capabilities to URS’ established state and local government clients.

Seasonality

     We experience seasonal trends in our business caused by the Independence Day, Thanksgiving, Christmas and New Year’s holidays. Our revenues are typically lower during these times of the year because many of our clients’ employees as well as our own employees take vacations during these holidays, resulting in fewer billable hours worked on projects and thus lesser revenues recognized. In addition to the holidays, our business is affected similarly by the seasonal weather when some of our offices have to close temporarily due to severe winter and/or tropical storms.

Fiscal Year Change

     Effective January 1, 2005, we will begin reporting our financial results on a 52/53 week fiscal year ending on the Friday closest to December 31^st, with interim quarters ending on the Fridays closest to March 31st, June 30th and September 30th. Our 2004 fiscal year began on November 1, 2003 and ended on October 31, 2004. The period from November 1, 2004 to December 31, 2004 will be treated as a transition period, for which we will file a transition report on Form 10-Q by February 9, 2005.

Raw Materials

     Our business is not heavily dependent on raw materials. Risks associated with the procurement of raw materials for our construction services projects are generally passed through to the clients. We do not foresee the lack of availability of raw materials as a factor that could have a material adverse effect on our business in the near term.

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Insurance

     Currently, we have limits of $125 million per loss and $125 million in the aggregate annually for general liability, professional errors and omissions liability and contractor’s pollution liability insurance (in addition to other policies for some specific projects). These policies include self-insured claim retention amounts of $4 million, $5 million and $5 million, respectively. In some actions, parties are seeking damages, including punitive or treble damages that substantially exceed our insurance coverage or are not insured.

     Excess limits provided for these coverages are on a “claims made” basis, covering only claims actually made 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. We intend to maintain these policies; however, we may be unable to maintain existing coverage levels. We have maintained insurance without lapse for many years with limits in excess of losses sustained.

Employees

     As of October 31, 2004, we had approximately 24,100 full-time employees and 3,400 temporary or part-time workers. The URS Division and the EG&G Division employed approximately 15,900 and 11,600 persons (including temporary and part-time workers), respectively. At various times, we have employed up to several thousand workers on a temporary or part-time basis to meet our contractual obligations. Approximately 2,000 of our employees are covered by collective bargaining agreements. These agreements are subject to amendment on various dates ranging from January 2005 to October 2009.

Available Information

     Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our web site at www.urscorp.com. These reports, and any amendments to these reports, are made available on our web site as soon as reasonably practical after we electronically file or furnish the reports with the Securities and Exchange Commission (or “SEC”). The SEC also maintains a web site (www.sec.gov) containing reports, proxy and information statements, and other information that we filed with the SEC. In addition, our Corporate Governance Guidelines, the charters for our Audit, Board Affairs and Compensation Committees, and our Code of Business Conduct and Ethics are available on our web site at www.urscorp.com/corp_governance and a printed copy of this information is available without charge by sending a written request to: Corporate Secretary, URS Corporation, 600 Montgomery Street, 26^th Floor, San Francisco, CA 94111-2728.

ITEM 2. PROPERTIES

     As of October 31, 2004, we had approximately 350 facility leases in locations throughout the world. The lease terms range from a minimum of one year to a maximum of 25 years with options for renewal, expansions, contraction and termination, sublease rights and allowances for improvements. Our significant lease agreements expire at various dates through the year 2014. We believe that our current facilities are sufficient for the operation of our business and that suitable additional space in various local markets is available to accommodate any needs that may arise.

ITEM 3. LEGAL PROCEEDINGS

     Various legal proceedings are pending against us and certain of our subsidiaries alleging, among other things, breach of contract or tort in connection with the performance of professional services, the outcome of which cannot be predicted with certainty. See Note 8, “Commitments and Contingencies” to our “Consolidated Financial Statements and Supplementary Data” included under Item 8 of this report for a discussion of some of these legal proceedings. In some actions, parties are seeking damages, including punitive or treble damages that substantially exceed our insurance coverage.

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     Currently, we have limits of $125 million per loss and $125 million in the aggregate annually for general liability, professional errors and omissions liability and contractor’s pollution liability insurance (in addition to other policies for some specific projects). These policies include self-insured claim retention amounts of $4 million, $5 million and $5 million, respectively.

     Excess limits provided for these coverages are on a “claims made” basis, covering only claims actually made 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. We intend to maintain these policies; however, we may be unable to maintain existing coverage levels. We have maintained insurance without lapse for many years with limits in excess of losses sustained.

     Although the outcome of our legal proceedings cannot be predicted with certainty and no assurances can be provided, based on our previous experience in such matters, we do not believe that any of our legal proceedings, individually or collectively, are likely to exceed established reserves or our insurance coverage and, therefore, we do not believe that they are likely to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

Name	Position Held	Age
Martin M. Koffel	Chief Executive Officer, President and Director from May 1989; Chairman of the Board from June 1989.		65
Kent P. Ainsworth	Executive Vice President from April 1996; Vice President and Chief Financial Officer from January 1991 and Secretary from May 1994.		58
Thomas W. Bishop	Vice President, Strategy since July 2003; Senior Vice President, Construction Services since March 2002; Director of Operations for the Construction Services Division from 1999 to 2002.		58
Reed N. Brimhall	Vice President and Corporate Controller since May 2003; Senior Vice President and Controller of Washington Group International, Inc. (“WGI”) from 1999 to 2003.		51
Gary V. Jandegian	President of the URS Division and Vice President of the Company since July 2003; Senior Vice President of URS Greiner Woodward-Clyde, Inc. (“URSGWC”) from October 1995 to July 2003.		52
Joseph Masters	Vice President and General Counsel since July 1997.		48

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Name	Position Held	Age
Mary E. Sullivan	Vice President, Human Resources since June 2003; Global Vice President and Managing Director of Human Resources for BearingPoint, Inc., formerly known as KPMG Consulting, from 1999 to 2003.		56
Randall A. Wotring	President of the EG&G Division and Vice President of the Company since November 2004; Vice President and General Manager of Engineering and Technology Services (“ETS”) of the EG&G Division from August 2002 to November 2004; Vice President and General Manager of ETS of EG&G Technical Services, Inc. from 1998 to August 2002.		48

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

   Market information

     The shares of our common stock are listed on the New York Stock Exchange and the Pacific Exchange (under the symbol URS). At January 3, 2005, we had approximately 4,855 stockholders of record. The following table sets forth the high and low closing sale prices of our common stock, as reported by The Wall Street Journal for the periods indicated.

	Market Price
	Low		High
Fiscal Period:
2003:
First Quarter	$	10.89	$	21.20
Second Quarter	$	8.10	$	14.35
Third Quarter	$	14.15	$	21.79
Fourth Quarter	$	19.00	$	23.38
2004:
First Quarter	$	21.87	$	28.07
Second Quarter	$	25.44	$	30.72
Third Quarter	$	22.35	$	27.73
Fourth Quarter	$	22.75	$	27.60
2005:
First Quarter	$	27.42	$	32.10
(through January 3, 2005)

     We have not paid cash dividends since 1986, and at the present time, we do not anticipate paying dividends on our outstanding common stock in the near future. In addition, we are precluded from paying dividends on our outstanding common stock pursuant to our Senior Secured Credit Facility with our lender and the indentures governing our 12 1/4% Senior Subordinated Notes (“12 1/4%notes”) and our 11 1/2% Senior Notes (“11 1/2% notes’). Please refer to Note 5, “Current and Long-Term Debt” and Note 9, “Stockholders’ Equity” to our “Consolidated Financial Statements and Supplementary Data” included under Item 8 of this report.

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   Stock Purchases

     The following table sets forth all purchases made by us or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) of the Securities Exchange Act of 1934, as amended, of our common stock during each month within the fourth quarter of 2004. No purchases were made pursuant to a publicly announced repurchase plan or program.

							(d) Maximum Number
							(or Approximate
					(c) Total Number of		Dollar Value) of
					Shares Purchased as		Shares that May Yet
	(a) Total Number of				Part of Publicly		be Purchased Under
	Shares		(b) Average Price		Announced Plans or		the Plans or
Period	Purchased (1)		Paid per Share		Programs		Programs
August 1, 2004 – August 31, 2004		1,950	$	24.34		—		—
September 1, 2004 – September 30, 2004		11,916	$	24.29		—		—
October 1, 2004 – October 31, 2004		446	$	26.56		—		—
Total		14,312				—		—

(1)   Stock-for-stock exchanges for payments of exercise cost and withholding taxes upon exercises of stock options or vesting of restricted or deferred stock.

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ITEM 6. SUMMARY OF SELECTED FINANCIAL DATA

     The following selected financial data for the five fiscal years ended October 31, 2004 is derived from our audited consolidated financial statements and reflects our August 2002 acquisition of EG&G, which was accounted for under the purchase method of accounting. The selected financial data also reflects charges of $28.2 million and $7.6 million for costs incurred to extinguish our debt during fiscal years 2004 and 2002, respectively. We adopted Emerging Issues Task Force Consensus No. 03-06, “Participating Securities and the Two-class Method”(“EITF 03-06”), and restated prior years’ net income available for common stockholders and earnings per share (“EPS”) information pursuant to EITF 03-06. You should read the selected financial data presented below in conjunction with the information contained in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the notes thereto contained in Item 8, “Consolidated Financial Statements and Supplementary Data,” of this report.

SUMMARY OF SELECTED FINANCIAL DATA
(In thousands, except per share data)

	Years Ended October 31,
	2004			2003			2002			2001			2000
Income Statement Data:
Revenues	$	3,381,963		$	3,186,714		$	2,427,827		$	2,319,350		$	2,205,578
Direct operating expenses		2,140,890			2,005,339			1,489,386			1,393,818			1,345,068
Gross profit		1,241,073			1,181,375			938,441			925,532			860,510
Indirect, general and administrative expenses		1,079,996			1,000,970			791,625			755,791			697,051
Operating income		161,077			180,405			146,816			169,741			163,459
Interest expense, net		59,833			83,571			55,705			65,589			71,861
Income before income taxes		101,244			96,834			91,111			104,152			91,598
Income tax expense		39,540			38,730			35,940			46,300			41,700
Net income		61,704			58,104			55,171			57,852			49,898
Preferred stock dividend		—			—			5,939			9,229			8,337
Net income after preferred stock dividend		61,704			58,104			49,232			48,623			41,561
Other comprehensive income (loss):
Minimum pension liability adjustment, net of tax benefit		(2,189	)		(1,896	)		(385	)		(330	)		—
Foreign currency translation adjustment		3,490			6,122			(785	)		(1,220	)		(2,609	)
Comprehensive income	$	63,005		$	62,330		$	48,062		$	47,073		$	38,952
Net income after preferred stock dividend	$	61,704		$	58,104		$	49,232		$	48,623		$	41,561
Less: net income allocated to convertible participating preferred stockholders under the two-class method		—			894			907			11,337			9,618
Net income available for common stockholders	$	61,704		$	57,210		$	48,325		$	37,286		$	31,943
Net income per common share:
Basic	$	1.58		$	1.78		$	2.18		$	2.14		$	1.96
Diluted	$	1.53		$	1.76		$	2.03		$	2.41		$	2.27

	As of October 31,
	2004		2003		2002		2001		2000
Balance Sheet Data:
Total assets	$	2,231,782	$	2,167,612	$	2,229,092	$	1,463,376	$	1,427,134
Total long-term debt	$	502,118	$	788,708	$	925,265	$	576,704	$	603,128
Preferred stock	$	—	$	—	$	46,733	$	120,099	$	111,013
Stockholders’ equity	$	1,067,224	$	765,073	$	633,852	$	322,502	$	257,794

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ITEM 7. 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 could differ materially from those described here. You should read this section in conjunction with the section, “Risk Factors That Could Affect Our Financial Condition and Results of Operations,” beginning on page 41 and the consolidated financial statements and notes thereto contained in Item 8, “Consolidated Financial Statements and Supplementary Data,” of this report.

Overview

Business Summary

     We are one of the world’s largest engineering design services firms and a major federal government contractor for systems engineering and technical assistance, and operations and maintenance services. Our business focuses primarily on providing fee-based professional and technical services in the engineering and construction services and defense markets, although we perform some construction work. As a service company, we are labor and not capital intensive. We derive income from our ability to generate revenues and collect cash from our clients through the billing of our employees’ time and our ability to manage our costs. We operate our business through two segments: the URS Division and the EG&G Division.

     Our revenues are driven by our ability to attract qualified and productive employees, identify business opportunities, allocate our labor resources to profitable markets, secure new contracts, renew existing client agreements and provide outstanding services. Moreover, as a professional services company, the quality of the work generated by our employees is integral to our revenue generation.

     Our costs are driven primarily by the compensation we pay to our employees, including fringe benefits, the cost of hiring subcontractors and other project-related expenses and administrative, marketing, sales, bid and proposal, rental and other overhead costs.

Fiscal Year 2004 Revenues

     Revenues from our federal government clients for fiscal year 2004 increased approximately 16% compared with the previous year. This increase reflects growth in the services we provided to the Department of Defense or DOD and the Department of Homeland Security or DHS, as we continued to benefit from additional military spending on engineering and technical services and operations and maintenance activities. As a result of the heightened military operations in the Middle East, our work to repair, maintain and upgrade military equipment increased. This work was primarily performed in the United States, under existing outsourcing contracts. We also saw an increase in our work to design and upgrade defense systems. Our services to the DHS grew, with an increased volume of work under contracts with the U.S. Customs Service, the Federal Emergency Management Agency, and a new contract with the U.S. Coast Guard. In addition, we continued to benefit from increased task orders issued under Indefinite Delivery Contracts, or IDCs, with the federal government for facilities and environmental projects.

     Revenues from our state and local government clients for fiscal year 2004 were flat compared with last year. This market continued to be affected by the budget deficits that state and local governments have faced over the past two years. However, the state and local government market stabilized during fiscal year 2004 and we began to see selected pockets of growth emerge in some parts of the country, particularly in the Southeast. However, the West, particularly California, and the Midwest remained weak, with spending or capital projects significantly below historic levels. In addition, the delays surrounding the passage of a replacement bill for the Transportation Equity Act for the 21^st Century, or TEA-21, caused the postponement of a number of projects. Our ability to shift resources to airport and educational facility projects helped us mitigate the downturn in other portions of the state and local government market.

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     Revenues from our domestic private industry clients for fiscal year 2004 decreased approximately 10% compared with fiscal year 2003. Market conditions continued to be challenging for many of our multinational clients, and capital spending was constrained. Some portions of the private industry market, including power and oil and gas, began to recover during 2004. However, other portions of the private industry market, such as manufacturing and the chemical and pharmaceutical industries, remained weak. The decline in revenues from our domestic private industry clients reflected that continuing weakness. Our revenues decline from our domestic private industry clients was partially offset by revenues generated through our Master Service Agreements contracts, or MSAs, with multinational companies. In addition, our revenues from the design and implementation of air pollution control systems on coal fired power plants increased as a result of stricter emissions control regulations.

     Revenues from our international clients for fiscal year 2004 increased approximately 19% compared with fiscal year 2003. Approximately 10% of the increase was due to foreign currency exchange fluctuations and approximately 9% was due to growth in our businesses, primarily surface and air transportation projects in Australia and New Zealand, and facilities and environmental projects in Europe.

Cash Flows, Debt and Equity

     We generated $109.3 million in net cash provided by operating activities for the fiscal year ended October 31, 2004. During fiscal year 2004, we completed a public stock offering by selling 8.1 million shares of our common stock at $26.50 per share, resulting in net proceeds of $204.3 million, after underwriting discounts and commissions. We used the proceeds from this public stock offering plus borrowings under our Senior Secured Credit Facility (“Credit Facility”) and cash on hand to redeem $260.0 million of our 11 1/2% notes and 12 1/4% notes and to pay $19.7 million in related call premiums. As a result of the redemptions, we recognized a pre-tax charge of $28.2 million during the fiscal year consisting of $19.7 million for call premiums and the write-off of $8.5 million in unamortized financing fees, issuance costs and debt discounts.

     By issuing common stock and redeeming a portion of our long-term debt, we reduced our ratio of debt to total capitalization (total debt divided by the sum of debt, preferred stock and total stockholders’ equity) from 52% at October 31, 2003 to 34% at October 31, 2004. (See “Consolidated Statements of Cash Flows” in our “Consolidated Financial Statements” included under Item 8 of this report.)

Fiscal Year 2005 Trends

     We expect revenue growth from our federal government clients to remain strong in fiscal year 2005, based on anticipated spending by the Departments of Defense and Homeland Security. Operations in the Middle East are expected to generate increased work related to the development of weapons systems, the training of military pilots, and the maintenance, upgrade and repair of military vehicles. Revenues from the homeland security market are also expected to increase, particularly from preparedness training exercises and the design of security improvements for federal buildings and key components of this country’s infrastructure. However, in fiscal year 2005 we do not expect to achieve the 16% revenue growth that we recorded during fiscal year 2004, since the expected growth for fiscal year 2005 is incremental to fiscal year 2004 revenues.

     We expect the state budget situation to continue to improve moderately during fiscal year 2005. All states achieved balanced budgets for their 2005 fiscal years, and most states have realized increased revenues from sales and income taxes. However, budgets for fiscal year 2006 will not be approved until June for most states. This, combined with the delays in passage of a successor bill to the Transportation Equity Act for the 21^st Century, or TEA-21, lead us to believe that growth in this market will not occur until the second half of fiscal year 2005. Some revenue growth may be achieved through transportation projects funded by bond and tax measures passed in the November, 2004 election. In addition, funding from the Vision-100 program (the successor bill to AIR-21) and from airport user fees are expected to lead to an increase in airport revenues.

     Revenues from the private industry market are expected to increase slightly during fiscal year 2005. Most of our private sector, multinational clients are not expected to significantly increase their domestic capital spending for environmental and engineering projects in 2005. In spite of continuing weakness in the private industry market, we

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expect revenue growth opportunities in fiscal year 2005 from the work we expect to perform under MSAs. In addition, in response to stricter emissions control regulations associated with the Clean Air Act, we expect to see increased activity in the design and implementation of air pollution control systems on coal-fired power plants. Overall, we expect revenues from our domestic private industry clients to be consistent with 2004 levels or grow modestly in fiscal year 2005.

     Excluding the effect of foreign currency fluctuations, we expect continued revenue growth in our international business due to growth in surface transportation, facilities and environmental projects in our Asia Pacific and European operations during fiscal year 2005.

Results of Operations

Fiscal 2004 Compared with Fiscal 2003

	Years Ended October 31,
								Percentage
					Increase			increase
	2004		2003		(decrease)			(decrease)
	(In millions, except percentages)
Consolidated
Revenues	$	3,382.0	$	3,186.7	$	195.3			6.1	%
Direct operating expenses		2,140.9		2,005.3		135.6			6.8	%
Gross profit		1,241.1		1,181.4		59.7			5.1	%
Indirect, general and administrative expenses		1,080.0		1,001.0		79.0			7.9	%
Operating income		161.1		180.4		(19.3	)		(10.7	%)
Interest expense, net		59.8		83.6		(23.8	)		(28.5	%)
Income before income taxes		101.3		96.8		4.5			4.6	%
Income tax expense		39.6		38.7		0.9			2.3	%
Net income	$	61.7	$	58.1	$	3.6			6.2	%
Diluted net income per common share	$	1.53	$	1.76	$	(0.23	)		(13.1	%)

Consolidated

     Our consolidated revenues for the fiscal year ended October 31, 2004 increased by 6.1%, compared with the same period last year. The increase in our revenues was primarily due to a higher volume of work performed for our federal government and international clients. This increase was offset by a decrease in revenues from our domestic private industry clients. The following table presents our consolidated revenues by client type for the fiscal years ended October 31, 2004 and 2003.

	Years Ended October 31,
								Percentage
					Increase			increase
	2004		2003		(decrease)			(decrease)
	(In millions, except percentages)
Revenues
Federal government clients	$	1,619	$	1,391	$	228			16	%
State and local government clients		686		688		(2	)		(0	%)
Domestic private industry clients		762		844		(82	)		(10	%)
International clients		315		264		51			19	%
Total revenues	$	3,382	$	3,187	$	195			6	%

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     Revenues from our federal government clients for the fiscal year ended October 31, 2004 increased by 16% compared with the same period last year. This increase was driven by a higher level of activity under contracts with the DOD and the DHS. Due to the heightened military operations tempo, our work under existing outsourcing contracts to repair and maintain military equipment increased. Our services with the DHS have grown, with an increased volume of work under contracts with the U.S. Customs Service, the Federal Emergency Management Agency, and a new contract with the U.S. Coast Guard. We also continued to benefit from increased task orders issued under federal government IDCs for facilities and environmental projects, and from increased spending on homeland security projects.

     The majority of our work in the state and local government, the domestic private industry and the international sectors is derived from our URS Division. Further discussion of the factors and activities that drove changes in operations on a segment basis for the fiscal year ended October 31, 2004 can be found beginning on page 23.

     Our consolidated direct operating expenses for the fiscal year ended October 31, 2004, which consisted of direct labor, subcontractor costs and other direct expenses, increased by 6.8% compared with the same period last year. Our increased revenues drove an increase in our direct operating expenses. In addition, volume increases in work on existing contracts with lower profit margins caused direct operating expenses to increase faster than revenues.

     Our consolidated gross profit for the fiscal year ended October 31, 2004 increased by 5.1% compared with the same period last year, primarily due to the increase of our revenue volume described previously. Our gross margin percentage, however, fell from 37.1% to 36.7%. The decrease in gross profit margin percentage was caused by a change in revenue mix with significant volume increases coming from contracts with profit margins that were lower than the average profit margin achieved through our historical portfolio of contracts.

     Our consolidated indirect, general and administrative (“IG&A”) expenses for the fiscal year ended October 31, 2004 increased by 7.9%, compared with the same period last year. We incurred $28.2 million of costs related to the extinguishment of debt during fiscal year 2004. Our employee benefits, including our healthcare, workers’ compensation and pension-related costs, increased by $40.8 million primarily because of the increased number of employees necessary to perform the services required by the overall increase in the volume of our revenue generating activities, and increase in healthcare costs, workers’ compensation expenses and pension-related benefits. Bad debt expense increased by $6.0 million because we provided allowances against receivables that have not yet been collected as the economy weakened. The increased volume of work also has increased other variable indirect, general and administrative expenses, such as office supplies and miscellaneous equipment rental and purchases, by $4.9 million. In addition, our travel expenses increased by $7.2 million due to increased travel related to sales and business development efforts and increased airfare costs.

     Our consolidated net interest expense for the fiscal year ended October 31, 2004 decreased due to the redemption of $260.0 million of our 11 1/2% notes and 12 1/4% notes and other repayments of our long-term debt.

     Our effective income tax rates for the fiscal year ended October 31, 2004 decreased to 39.1% from 40.0% in fiscal year 2003, primarily due to a one-time adjustment to the tax-basis of the purchase price of EG&G.

     Our consolidated operating income, net income and earnings per share resulted from the factors previously described.

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Reporting Segments

				Direct						Indirect,
				Operating			Gross			General and			Operating
	Revenues			Expenses			Profit			Administrative			Income (Loss)
	(In millions, except percentages)
Year Ended October 31, 2004
URS Division	$	2,255.2		$	1,326.5		$	928.7		$	761.2		$	167.5
EG&G Division		1,129.8			817.4			312.4			257.6			54.8
Elimination		(3.0	)		(3.0	)		—			—			—
		3,382.0			2,140.9			1,241.1			1,018.8			222.3
Corporate		—			—			—			61.2			(61.2	)
Total	$	3,382.0		$	2,140.9		$	1,241.1		$	1,080.0		$	161.1
Year Ended October 31, 2003
URS Division	$	2,259.1		$	1,354.2		$	904.9		$	739.0		$	165.9
EG&G Division		927.6			651.1			276.5			228.7			47.8
Corporate		—			—			—			33.3			(33.3	)
Total	$	3,186.7		$	2,005.3		$	1,181.4		$	1,001.0		$	180.4
Increase (decrease) for year ended October 31, 2004 vs 2003
URS Division	$	(3.9	)	$	(27.7	)	$	23.8		$	22.2		$	1.6
EG&G Division		202.2			166.3			35.9			28.9			7.0
Elimination		(3.0	)		(3.0	)		—			—			—
		195.3			135.6			59.7			51.1			8.6
Corporate		—			—			—			27.9			(27.9	)
Total	$	195.3		$	135.6		$	59.7		$	79.0		$	(19.3	)
Percentage Increase (decrease) for year ended October 31, 2004 vs 2003
URS Division		(0.2	%)		(2.0	%)		2.6	%		3.0	%		1.0	%
EG&G Division		21.8	%		25.5	%		13.0	%		12.6	%		14.6	%
Elimination		100.0	%		100.0	%		—			—			—
Corporate		—			—			—			83.8	%		83.8	%
Total		6.1	%		6.8	%		5.1	%		7.9	%		(10.7	%)

URS Division

     The URS Division’s revenues for the fiscal year ended October 31, 2004 decreased slightly compared with the same period last year. This decrease was due to a decline in revenues from domestic private industry clients. This decline was offset by revenue growth from our federal government clients, the effects of foreign currency exchange rates and revenue growth in our international business.

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     The following table presents the URS Division’s revenues by client type for the fiscal years ended October 31, 2004 and 2003.

	Years Ended October 31,
								Percentage
					Increase			increase
	2004		2003		(decrease)			(decrease)
	(In millions, except percentages)
Revenues
Federal government clients	$	492	$	463	$	29			6	%
State and local government clients		686		688		(2	)		(0	%)
Domestic private industry clients		762		844		(82	)		(10	%)
International clients		315		264		51			19	%
Total revenues	$	2,255	$	2,259	$	(4	)		0	%

     Revenues from our federal government clients in the URS Division for the fiscal year ended October 31, 2004 increased by 6% compared with the same period last year. This increase was driven by growth in environmental and facilities projects for federal clients as well as an increased volume of work providing program and construction management services for DOD agencies. Revenues from homeland security projects also contributed to this growth as we continued to provide a range of engineering services to the DHS.

     Revenues from our state and local government clients for the fiscal year ended October 31, 2004 were flat compared with the same period last year. Our revenues continued to be affected by the budget deficits that state and local government faced over the past two years. However, this market stabilized during fiscal year 2004 as we began to see pockets of strength emerge in some parts of the country. Spending in the Southeastern states has returned nearly to pre-2001 levels and Florida, Georgia, Texas and Maryland, have showed some signs of recovery. However, the West, particularly California, and the Midwest remained weak, with spending for capital projects significantly below historic levels. In addition, the continuing delay in the passage of the successor bill to TEA-21 contributed to the delay of several major transportation projects. We have mitigated some of these unfavorable conditions by our strategy to shift resources away from surface transportation projects to other portions of the state and local government market, such as water/wastewater, air transportation, and facilities, where funding is more stable or growing.

     Revenues from our domestic private industry clients for the fiscal year ended October 31, 2004 decreased by approximately 10% compared with the same period last year. Many of our private sector clients continued to struggle during fiscal year 2004, resulting in constrained spending on capital projects. Some portions of this market, including power and oil and gas, began to recover during 2004. However, other portions of the private sector, such as the chemical and pharmaceutical industries, remained weak. Our strategic focus of the past several years to win MSAs contracts with major domestic private industry clients in the oil and gas, manufacturing and power sectors helped to offset the decline in revenues in this part of the business. Stricter air pollution control regulations under the Clean Air Act, which has resulted in increased revenues from emissions control projects at power plants, has also helped to offset the decline in our private sector revenues.

     Revenues from our international clients for the fiscal year ended October 31, 2004 increased by 19% compared with the same period last year. Approximately 10% of the increase was due to foreign currency exchange fluctuations and 9% was due to growth in our Asia Pacific and European regions. The revenue growth in the Asia Pacific region was due to increases in surface and air transportation projects in Australia and New Zealand, driven in part by improvements in the respective country’s economies. The revenue growth in Europe was due to increases in facilities and environmental projects for the United Kingdom Ministry of Defense and the U.S. Department of Defense.

     The URS Division’s direct operating expenses for the fiscal year ended October 31, 2004 decreased by 2.0% compared with the same period last year. This was due to a decrease of $51.3 million in total subcontractor and other

24

direct costs, which are comprised of travel, supplies and other incidental project costs, offset by an increase in direct labor of $23.6 million. The decrease in subcontractor costs and other direct costs was driven by the winding down of several large subcontracts and improved cost control on supplies and other incidental projects costs.

     The URS Division’s gross profit for the fiscal year ended October 31, 2004 increased by 2.6% compared with the same period last year. Our gross profit margin percentage increased to 41.2% from 40.1% for the fiscal years ended October 31, 2004 and 2003, respectively. Our gross profit margin percentage increased primarily because a greater percentage of our revenues were generated by direct labor, rather than subcontract or other direct costs during the fiscal year ended October 31, 2004 (46.0%), compared with the fiscal year ended October 31, 2003 (43.3%). The use of our direct labor on the performance of our contracts generally generates higher profit margins than the use of subcontractors.

     The URS Division’s IG&A expenses for the fiscal year ended October 31, 2004 increased by 3.0% compared with the same period last year. This increase was primarily due to increases of $22.0 million in employee benefits costs resulting primarily from healthcare costs, workers’ compensation expenses and pension-related benefits. Costs associated with employer taxes, employee recruitment and retention, and severance expenses also contributed to the increase in employee benefits costs.

   EG&G Division

     The EG&G Division’s revenues for the fiscal year ended October 31, 2004 grew by 21.8% compared with the same period last year. This increase was driven by an overall growth in defense-related work, including the services required to refurbish and upgrade military equipment and systems. This work involved improvements to communications equipment, weapons systems, and engines on aircraft and ground vehicles such as tanks, high-mobility multipurpose wheeled vehicles and various armored personnel carriers. Homeland security revenues remained strong, with increased work in the design, development and conduct of security preparedness exercises around the country.

     The EG&G Division’s direct operating expenses for the fiscal year ended October 31, 2004 increased by 25.5% compared with the same period last year. Direct operating expenses increased as revenues grew; however, there was more revenue growth from operations and maintenance contracts in fiscal year 2004 than fiscal year 2003. Since these contracts generated lower profit margins, direct operating expenses increased faster than revenues.

     The EG&G Division’s gross profit for the fiscal year ended October 31, 2004 increased $35.9 million over the previous year, reflecting the margins achieved through the revenue increases described above. The EG&G Division’s gross margin percentage decreased to 27.7% for the fiscal year ended October 31, 2004 from 29.8% for the fiscal year ended October 31, 2003. The decrease resulted from an increase in the volume of operations and maintenance and field-based services, which generally carry lower margins than the services typically provided by the EG&G Division. As a result, gross profit grew at a slower rate than revenues.

     The EG&G Division’s IG&A expenses for the fiscal year ended October 31, 2004 increased by 12.6% compared with the same period last year. The increase in indirect expenses was primarily due to a higher business volume. The EG&G Division’s indirect expenses generally vary in nature and as such, an increased business volume typically results in increased indirect expenses. Employee benefits costs increased by approximately $20.7 million and other employee-related expenses, such as travel and recruiting expenses, increased by $6.4 million due to a higher employee headcount as a result of the increased volume of work. In fiscal year 2004, there was also an increase of $4.5 million in indirect expenses not reimbursable under U.S. government contracts. These increases were offset by a $3.7 million decrease in pension costs, $2.8 million of which was the result of the EG&G pension plan amendment and $0.9 million of which was the result of a higher than expected return on pension plan assets for fiscal year 2004 compared with fiscal year 2003. Indirect expenses as a percentage of revenues decreased to 22.8% from 24.7% for the fiscal years ended October 31, 2004 and 2003, respectively, due to an increase in labor utilization as explained above.

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Fiscal 2003 Compared with Fiscal 2002

	Years Ended October 31,
								Percentage
					Increase			increase
	2003		2002		(decrease)			(decrease)
	(In millions, except percentages)
Consolidated
Revenues	$	3,186.7	$	2,427.8	$	758.9			31.3	%
Direct operating expenses		2,005.3		1,489.4		515.9			34.6	%
Gross profit		1,181.4		938.4		243.0			25.9	%
Indirect, general and administrative expenses		1,001.0		791.6		209.4			26.5	%
Operating income		180.4		146.8		33.6			22.9	%
Interest expense, net		83.6		55.7		27.9			50.1	%
Income before income taxes		96.8		91.1		5.7			6.3	%
Income tax expense		38.7		36.0		2.7			7.5	%
Net income		58.1		55.1		3.0			5.4	%
Preferred stock dividend		—		5.9		(5.9	)		(100.0	%)
Net income available for common stockholders	$	58.1	$	49.2	$	8.9			18.1	%
Diluted net income per common share	$	1.76	$	2.03	$	(0.27	)		(13.3	%)

Consolidated

     Our consolidated revenues for the fiscal year ended October 31, 2003 increased by 31.3%, compared with fiscal year 2002. As discussed in more detail below, the increase in revenues was due to the inclusion of EG&G results for a full year in fiscal year 2003 compared to only 10 weeks for fiscal year 2002. The remaining increase was attributable to revenue growth from our federal government clients. This increase was offset by a decrease in revenues from our state and local government clients and private industry clients as a result of their significant reduction in spending. The following table presents our consolidated revenues by client type for the fiscal years ended October 31, 2003 and 2002.

	Years Ended October 31,
								Percentage
					Increase			increase
	2003		2002		(decrease)			(decrease)
	(In millions, except percentages)
Revenues
Federal government clients	$	1,391	$	601	$	790			131	%
State and local government clients		688		704		(16	)		(2	%)
Domestic private industry clients		844		898		(54	)		(6	%)
International clients		264		225		39			17	%
Total revenues	$	3,187	$	2,428	$	759			31	%

     Revenues from our federal government clients for the fiscal year ended October 31, 2003 increased by 131% compared with fiscal year 2002. Of the $790.0 million increase in revenues from our federal government sources, approximately $741.2 million was due to the inclusion of a full year of EG&G results in fiscal year 2003 compared to only 10 weeks in fiscal year 2002. The remaining increase was driven by our growth in the defense, homeland security, operations and maintenance, environmental services and research, development, test and evaluation areas.

     The majority of our work in the state and local government, the domestic private industry and the international sectors is derived from our URS Division. Further discussion of the factors and activities that drove

26

changes in operations on a segment basis for the fiscal year ended October 31, 2003 can be found beginning on pages 28.

     Our consolidated direct operating expenses for the fiscal year ended October 31, 2003, which consist of direct labor, subcontractor costs and other direct expenses, increased by 34.6% compared with fiscal year 2002. $507.1 million of the increase was due to the inclusion of a full year of EG&G direct operating expenses in fiscal year 2003 compared to only 10 weeks in fiscal year 2002. The remaining increase was attributable to increased costs associated with the increased revenues from our federal government clients, offset by decreased costs incurred from projects for our state and local government and private industry clients.

     Our consolidated gross profit for the fiscal year ended October 31, 2003 increased by 25.9% compared with fiscal year 2002. $234.1 million of the increase in gross profit was due to the inclusion of a full year of EG&G’s gross profit in fiscal year 2003 compared to only 10 weeks in fiscal year 2002. The remaining increase was mainly attributable to the increased gross profit from our federal government clients, offset by a decrease in gross profit from our state and local and private industry clients, as discussed below in the URS Division section. Gross margin percentage, however, fell from 38.7% to 37.1%. The primary cause of this margin percentage shrinkage was the change of revenue mix, which incorporated the generally lower profit margins on our EG&G Division’s contracts.

     Our consolidated IG&A expenses for the fiscal year ended October 31, 2003 increased by 26.5% compared with fiscal year 2002. $193.8 million of the increase in IG&A expenses was a result of the inclusion of a full year of EG&G’s IG&A expenses in fiscal year 2003 compared to only 10 weeks of expenses in fiscal year 2002. The remaining $15.6 million increase in IG&A expenses was due to increases of $30.9 million in benefits, legal, consulting fees and temporary labor, rental, bad debt, insurance expenses, amortization of purchased intangible assets, and depreciation and amortization expense as a result of the implementation of our new ERP (see “Enterprise Resource Program” discussed on page 35 of this report). These increases were offset by $15.3 million of decreases in indirect labor, sales and business development, utilities, loss on extinguishment of debt and travel expenses. The conversion of our Series D Preferred Stock into common stock constituted a change in control as defined under the terms of our employment arrangements with some executives resulting in the accelerated vesting of restricted common stock previously granted, which increased benefit expenses by $2.5 million.

     Our consolidated net interest expense for the fiscal year ended October 31, 2003 increased by 50.1% due to the additional indebtedness incurred with the EG&G acquisition.

     Our effective income tax rates for the fiscal years ended October 31, 2003 and 2002 were approximately 40.0% and 39.5%, respectively.

     Our consolidated operating income, net income and earnings per share resulted from the factors previously described.

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Reporting Segments

				Direct						Indirect,
				Operating			Gross			General and			Operating
	Revenues			Expenses			Profit			Administrative			Income (Loss)
	(In millions, except percentages)
Year Ended October 31, 2003
URS Division	$	2,259.1		$	1,354.2		$	904.9		$	739.0		$	165.9
EG&G Division		927.6			651.1			276.5			228.7			47.8
Corporate		—			—			—			33.3			(33.3	)
Total	$	3,186.7		$	2,005.3		$	1,181.4		$	1,001.0		$	180.4
Year Ended October 31, 2002
URS Division	$	2,241.4		$	1,345.4		$	896.0		$	726.7		$	169.3
EG&G Division		186.4			144.0			42.4			34.9			7.5
Corporate		—			—			—			30.0			(30.0	)
Total	$	2,427.8		$	1,489.4		$	938.4		$	791.6		$	146.8
Increase (decrease) for year ended October 31, 2003 vs 2002
URS Division	$	17.7		$	8.8		$	8.9		$	12.3		$	(3.4	)
EG&G Division		741.2			507.1			234.1			193.8			40.3
Corporate		—			—			—			3.3			(3.3	)
Total	$	758.9		$	515.9		$	243.0		$	209.4		$	33.6
Percentage increase (decrease) for year ended October 31, 2003 vs 2002
URS Division		0.8	%		0.7	%		1.0	%		1.7	%		(2.0	%)
EG&G Division		397.6	%		352.2	%		552.1	%		555.3	%		537.3	%
Corporate		—			—			—			11.0	%		11.0	%
Total		31.3	%		34.6	%		25.9	%		26.5	%		22.9	%

URS Division

     The URS Division’s revenues for the fiscal year ended October 31, 2003 increased by 0.8% compared with fiscal year 2002. This increase was mainly due to revenue growth from our federal government clients, the effect of foreign currency exchange fluctuations and minor revenue growth from our transportation business in the United Kingdom. The effect of revenue growth from the factors previously described was mostly offset by a decrease in revenues from our state and local government and private industry clients, as discussed below.

28

     The following table presents the URS Division’s revenues by client type for the fiscal years ended October 31, 2003 and 2002.

	Years Ended October 31,
								Percentage
					Increase			increase
	2003		2002		(decrease)			(decrease)
	(In millions, except percentages)
Revenues
Federal government clients	$	463	$	415	$	48			12	%
State and local government clients		688		704		(16	)		(2	%)
Domestic private industry clients		844		898		(54	)		(6	%)
International clients		264		225		39			17	%
Total revenues	$	2,259	$	2,242	$	17			1	%

     Revenues from our federal government clients for the fiscal year ended October 31, 2003 increased by 12%, compared with fiscal year 2002. The increase was driven by our growth in the defense, homeland security, operations and maintenance, environmental services and research, development, test and evaluation areas.

     Revenues from our state and local government clients for the fiscal year ended October 31, 2003 decreased by 2%, compared with fiscal year 2002. Although significant state and local budget deficits caused a reduction in revenues from our state and local government clients in fiscal year 2003 compared with fiscal year 2002, several factors mitigated the impact of this decrease on our results, including the gradual stabilization of state tax revenues, the use of alternate means to finance infrastructure projects, our ability to shift resources to growth areas where funding is stable or growing, such as schools, and increased activity in our aviation and water/wastewater businesses.

     Revenues from our domestic private industry clients for the fiscal year ended October 31, 2003 decreased by 6%, compared with fiscal year 2002. Revenues from our domestic private industry clients continue to be affected by reduced levels of capital spending and cost-cutting measures by these clients, as well as pressures exerted by them on our margins. These downward trends were partially offset by increases in revenues generated by the power sector and increased activity under our growing number of MSAs.

     Revenues from our international clients for the fiscal year ended October 31, 2003 increased by 17%, compared with fiscal year 2002. The increase was due to foreign currency exchange fluctuations and minor growth in our European region. The revenue growth in Europe was due to increases in transportation projects in the United Kingdom.

     The URS Division’s direct operating expenses for the fiscal year ended October 31, 2003 increased by 0.7%, compared with fiscal year 2002. This increase was mainly due to increases in our revenues as a result of the factors discussed above.

     The URS Division’s gross profit for the fiscal year ended October 31, 2003 increased by 1.0%, compared with fiscal year 2002. The increase was attributable to the factors that drove net revenue growth, as previously described.

     The URS Division’s IG&A expenses for the fiscal year ended October 31, 2003 increased by 1.7%, compared with fiscal year 2002. A total of $23.1 million was mainly attributed to increases in depreciation and amortization expense as a result of the implementation of our new ERP, as well as increases in benefits, consulting fees, temporary labor, rent, legal, insurance, and bad debt expenses. These increases were offset by $10.8 million of decreases in indirect labor, sales and business development, utilities and travel expenses. Net interest expense for the fiscal year ended October 31, 2003 increased by $1.0 million due to the additional capital lease obligations and indebtedness incurred with the implementation of our new ERP.

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EG&G Division

     The overall increases in revenues and expenses for the EG&G Division for fiscal year 2003, compared with fiscal year 2002, was due to the inclusion of a full year of the EG&G Division’s results in fiscal 2003, compared to only 10 weeks in fiscal year 2002.

Liquidity and Capital Resources

	Years Ended October 31,
	2004			2003			2002
				(In millions)
Cash flows provided by operating activities	$	109.3		$	166.1		$	88.5
Cash flows used by investing activities		(19.0	)		(18.2	)		(388.1	)
Cash flows provided (used) by financing activities		(73.5	)		(142.4	)		286.2
Cash flows provided by financing activities includes:
Proceeds from sale of common shares and exercise of stock options		26.6			17.9			17.0
Proceeds from common stock offering, net of related expenses		204.3			—			—

     Our primary sources of liquidity are cash flows from operations, borrowings under the credit line from our Credit Facility and, during the fiscal year ended October 31, 2004, a public common stock offering. Our primary uses of cash are to fund our working capital and capital expenditures and to service and redeem our debt. We believe that we have sufficient resources to fund our operating and capital expenditure requirements, as well as service and redeem our debt, for the next 12 months and beyond. If we were to experience a significant change in our business such as the consummation of an acquisition, we would likely need to acquire additional sources of financing. We believe that we would be able to obtain adequate resources to address significant changes in our business at reasonable rates and terms, as necessary, based on our past experience with business acquisitions.

     We are dependent, however, on the cash flows generated by our subsidiaries and, consequently, on their ability to collect on their respective accounts receivables. Specifically:

•   Substantially all of our cash flows are generated by our subsidiaries. As a result, the funds necessary to meet our debt service obligations are provided in large part by distributions or advances from our subsidiaries. The financial condition and operational requirements of our subsidiaries may limit our ability to obtain cash from them. See further discussion at Note 14, “Supplemental Guarantor Information” to our “Consolidated Financial Statements and Supplementary Data” included under Item 8 of this report.

•   Billings and collections on accounts receivable can impact our operating cash flows. Management places significant emphasis on collection efforts, has assessed the allowance accounts for receivables as of October 31, 2004 and has deemed them to be adequate; however, future economic conditions may adversely impact some of our clients’ ability to pay our bills or the timeliness of their payments. Consequently, it may also impact our ability to consistently collect cash from them to meet our operating needs.

Operating Activities

     The reduction in cash flows from operations for the fiscal year ended October 31, 2004, compared with the same period last year, was primarily due to the following factors:

•   During the fourth quarter of fiscal year 2002, we converted a legacy accounting system to a new ERP system. The conversion caused a delay in project billings and as a result, our accounts receivable

30

	increased at the end of fiscal year 2002. During fiscal year 2003, we collected a higher than normal amount of cash compared to previous operating periods by catching up on the collection of those delayed billings.
•	Increases in employee benefit costs.
•	The timing and increased amounts of our income tax payments resulted in a higher level of payment during the fiscal year ended October 31, 2004 compared with the same period last year.

Investing Activities

     As a professional services organization, we are not capital intensive. Our capital expenditures have historically been primarily for computer-aided design, accounting and project management information systems, and general purpose computer equipment to accommodate our growth. Capital expenditures, excluding purchases financed through capital leases, during fiscal years 2004, 2003 and 2002 were $19.0 million, $18.2 million and $53.4 million, respectively.

Financing Activities

     Net cash used by financing activities decreased by $68.8 million for fiscal year 2004 compared with the same period last year due to the following major factors:

•   net proceeds generated from our public common stock offering of $204.3 million;

•   an increase of $8.8 million in proceeds from the sale of our common stock from the employee stock purchase plan and the exercise of employee stock options, resulting from the increase in our common stock price; offset by

•   payments of $19.7 million in call premiums and payments of $2.9 million in financing fees; and

•   an increase in net debt payments and redemptions of $121.7 million.

     Fiscal 2004 Compared with Fiscal 2003. During fiscal year 2004, we repaid approximately $29.0 million on our Credit Facility, $70.0 million on our 11 1/2% notes, $190.0 million on our 12 1/4% notes, $5.1 million on note payables, and $14.6 million on capital lease obligations. We also retired the $6.5 million outstanding balance of our 8 5/8 % senior subordinated debentures (“8 5/8 % debentures”). During the same period, we borrowed an additional $25.0 million on our Term Loan B under our Credit Facility and drew $5.2 million on our revolving line of credit. In addition, we borrowed $11.1 million under capital lease obligations for equipment purchases and $3.1 million from notes payable and paid $2.9 million for financing fees as a result of amending our Credit Facility.

     During fiscal year 2004, we sold an aggregate of 8.1 million shares of our common stock through an underwritten public offering. The offering price of our common stock was $26.50 per share and we received total offering proceeds of $204.3 million, net of $10.5 million in underwriting discounts and commissions and other offering-related expenses. We used the net proceeds from this common stock offering plus the borrowings under our Credit Facility and cash available on hand to redeem $70.0 million of our 11 1/2% notes and $190.0 million of our 12 1/4% notes. As a result of these redemptions, we recognized a pre-tax charge of $28.2 million during our fiscal year 2004 consisting of the write-off of $8.5 million in unamortized financing fees, debt issuance costs and debt discounts and payments of $19.7 million for call premiums.

     Fiscal 2003 Compared with Fiscal 2002. The decrease in cash flows from financing activities for fiscal year 2003 compared to fiscal year 2002 was primarily due to the issuance of long-term debt and net borrowings on the line of credit in fiscal year 2002, offset by the increase in long-term debt payments, resulting from the retirement of the old credit facility. In fiscal year 2003, we repaid $27.3 million on our revolving line of credit, $16.0 million in scheduled debt payments and $101.2 million of discretionary debt payments on our Credit Facility and $14.6 million in payments on capital lease obligations. In addition, we borrowed $15.7 million under capital lease obligations for equipment purchases.

31

     The table below contains information about our contractual obligations and commercial commitments followed by narrative descriptions as of October 31, 2004:

			Principal Payments Due by Period
Contractual Obligations			Less Than						After 5
(Principal Only):	Total		1 Year		1-3 Years		4-5 Years		Years
	(In thousands)
As of October 31, 2004:
Senior Secured Credit Facility:
Term Loan A	$	83,610	$	17,288	$	66,322	$	—	$	—
Term Loan B		270,198		1,386		5,543		263,269		—
Line of credit		5,250		5,250		—		—		—
11 1/2% senior notes (1)		130,000		—		—		130,000		—
12 1/4% senior subordinated notes		10,000		—		—		10,000		—
6 1/2% convertible subordinated debentures (1)		1,798		—		—		—		1,798
Capital lease obligations		36,269		13,510		17,685		5,019		55
Notes payable and other indebtedness		8,760		4,185		4,563		12		—
Total debt		545,885		41,619		94,113		408,300		1,853
Pension funding requirements (2)		6,204		6,204		—		—		—
Purchase obligations (3)		8,160		5,510		2,650		—		—
Operating lease obligations (4)		450,073		85,438		148,738		110,069		105,828
Total contractual obligations	$	1,010,322	$	138,771	$	245,501	$	518,369	$	107,681

(1)	Amounts shown exclude remaining original issue discounts of $2.1 million and $18 thousand for our 11 1/2% notes and our 6 1/2% Convertible Subordinated Debentures, respectively.
(2)	These pension funding requirements are for the EG&G pension plans based on actuarially determined estimates and management assumptions. We chose not to make estimates beyond one year based on a variety of factors, including amounts required by local laws and regulations, and other funding requirements.
(3)	Purchase obligations consist primarily of software maintenance contracts.
(4)	These operating leases are predominantly real estate leases.

     Off-balance Sheet Arrangements. The following is a list of our off-balance sheet arrangements:

•   As of October 31, 2004, we had a total available balance of $56.1 million in standby letters of credit under our Credit Facility. Letters of credit are used primarily to support insurance programs, bonding arrangements, and real estate leases. We are required to reimburse the issuers of letters of credit for any payments they make under the outstanding letters of credit. The Credit Facility covers the issuance of our standby letters of credit and is critical for our normal operations. If we default on this Credit Facility, our ability to issue or renew standby letters of credit would impair our ability to maintain normal operations.

•   We have guaranteed the credit facility of one of our joint ventures, in the event of a default by the joint venture. This joint venture was formed in the ordinary course of business to perform a contract for the federal government. The term of the guarantee is equal to the remaining term of the underlying debt, which is 16 months. The maximum potential amount of future payments, which we could have been required to make under this guarantee at October 31, 2004, was $6.5 million.

•   From time to time, we have provided guarantees related to our services or work. 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

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	damages or other costs or losses are determined to be probable, we recognize such guarantee losses. Currently, we have no guarantee claims for which losses have been recognized.
•	We have an agreement to indemnify one of our joint venture lenders up to $25.0 million for any potential losses and damages, and liabilities associated with lawsuits in relation to general and administrative services we provide to the joint venture.

     Our Senior Secured Credit Facility (“Credit Facility”) consists of two term loans, Term Loan A and Term Loan B, and a revolving line of credit. Borrowings under our Credit Facility bear interest at either a base rate or a Eurodollar rate plus, in each case, an interest rate margin that varies with our financial performance. As of October 31, 2004 and 2003, we had $353.8 million and $357.8 million in principal amounts outstanding, respectively, under the term loan facilities. As of October 31, 2004, we had drawn $5.3 million on our revolving line of credit and had outstanding standby letters of credit aggregating to $56.1 million, reducing the amount available to us under our revolving credit facility to $163.6 million.

     Principal amounts under Term Loan A and Term Loan B became due and payable on a quarterly basis beginning January 31, 2003, with final payment due on August 22, 2007 and 2008, respectively. Our revolving credit facility will expire and be payable in full on August 22, 2007.

     We have amended our Credit Facility on six separate occasions. The first amendment, dated January 30, 2003, increased our maximum leverage ratios through January 31, 2004, and increased the interest rate margins by 0.25% on our Credit Facility, but also provided that if we achieved the original leverage ratio of 3.90:1 or less at October 31, 2003, the original interest rate margins would be restored. Because we achieved this ratio, the original interest rate margins were restored in January 2004. The second amendment, dated November 6, 2003, enabled us to repurchase and redeem our 11 1/2% notes, 12 1/4% notes and/or our 6 1/2% debentures with the entire proceeds of an equity issuance up to $220.0 million. The third amendment, dated December 16, 2003, reduced the interest rate margins on Term Loan B. The fourth amendment, dated March 29, 2004, increased the equity offering proceeds that could be used to repurchase or redeem our outstanding notes and debentures to $300.0 million and permitted us to borrow unsecured debt and/or use our revolving line of credit for this purpose if our leverage ratio was less than 2.50 after giving effect to the transaction. The fifth amendment, dated June 4, 2004, reduced the interest rate margins on our Credit Facility, upon attaining credit ratings of BB from Standard & Poor and Ba2 from Moody’s, to 1.0% for base rate borrowings and to 2.0% for Eurodollar borrowings. We also increased the credit limit on our revolving line of credit to $225.0 million and increased the outstanding amount of our Term Loan B by $25.0 million. The sixth amendment, dated November 29, 2004, permitted us to change our fiscal year to a calendar year.

     As of October 31, 2004, we were in compliance with all of our Credit Facility covenants.

     See further discussion at Note 5, “Current and Long-Term Debt” to our “Consolidated Financial Statements and Supplementary Data” included under Item 8 of this report.

     Revolving Line of Credit. As a part of our Credit Facility, we maintain a revolving line of credit to fund daily operating cash needs and to support standby letters of credit. During the ordinary course of business, the use of the revolving line of credit is determined by collection and disbursement activities. Our daily cash needs follow a predictable pattern that typically parallels our payroll cycles, which drive, as necessary, our short-term borrowing requirements.

     Our average daily revolving line of credit balances for the fiscal year ended October 31, 2004 and 2003 were $22.7 million and $20.5 million, respectively. The maximum amounts outstanding at any one point in time during the fiscal year ended October 31, 2004 and 2003 were $74.6 million and $70.0 million, respectively.

     As of October 31, 2004, we had an outstanding balance of $5.3 million under our revolving line of credit. On October 31, 2003, we had no outstanding balance. The effective average interest rates paid on the revolving line of credit during the fiscal year ended October 31, 2004 and 2003 were approximately 5.3% and 6.1%, respectively.

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     11 1/2% Senior Notes. In August 2002, we issued $200.0 million in aggregate principal amount due at maturity of our 11 1/2% notes due 2009 for proceeds, net of $4.7 million of original issue discount, of approximately $195.3 million. Interest on our 11 1/2% notes is payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2003. These notes are effectively subordinate to our Credit Facility, capital leases, notes payable and senior to our subordinated indebtedness, including our 12 1/4% notes and our 6 1/2% debentures described below. As of October 31, 2004 and 2003, $130.0 million and $200.0 million of the notes were outstanding, respectively.

     See further discussion at Note 5, “Current and Long-Term Debt” to our “Consolidated Financial Statements and Supplementary Data” included under Item 8 of this report.

     12 1/4% Senior Subordinated Notes. As of October 31, 2004 and 2003, we had outstanding amounts of $10.0 million and $200.0 million, respectively, of our 12 1/4% notes due 2009. Interest is payable semi-annually in arrears on May 1 and November 1 of each year. Our 12 1/4% notes are effectively subordinate to our Credit Facility, our 11 1/2% notes, capital leases and notes payable.

     See further discussion at Note 5, “Current and Long-Term Debt” to our “Consolidated Financial Statements and Supplementary Data” included under Item 8 of this report.

     8 5/8% Senior Subordinated Debentures.Our 8 5/8% debentures were retired on January 15, 2004. As of October 31, 2003, we owed $6.5 million on our 8 5/8% debentures.

     6 1/2% Convertible Subordinated Debentures. Our 6 1/2% debentures are due in 2012 and are convertible into shares of our common stock at the rate of $206.30 per share. Interest on these debentures is payable semi-annually in February and August of each year. Sinking fund payments calculated to retire 70% of our 6 1/2% debentures prior to maturity began in February 1998. Our 6 1/2% debentures are subordinate to our Credit Facility, our 11 1/2% notes, capital leases and notes payable. As of October 31, 2004 and 2003, we owed $1.8 million on our 6 1/2% debentures.

     Notes Payable, Foreign Credit Lines and other indebtedness. As of October 31, 2004 and 2003, we had outstanding amounts of $8.8 million and $10.9 million in notes payable, respectively. Notes payable primarily include notes used to finance the purchase of office equipment, computer equipment and furniture. These notes typically have three-year to five-year initial terms with interest rates ranging from approximately 5% to 11%. The year-end weighted average interest rate was approximately 6.2% at October 31, 2004.

     We maintain foreign lines of credit, which are collateralized by the assets of our foreign subsidiaries. As of October 31, 2004 and 2003, we had no outstanding balance and had $3.0 million and $2.8 million, respectively, available under these foreign lines of credit.

     Capital Leases. As of October 31, 2004 and 2003, we had $36.3 million and $39.8 million in obligations under our capital leases, respectively, consisting primarily of leases for office equipment, computer equipment and furniture.

     Operating Leases. As of October 31, 2004 and 2003, we had approximately $450.1 million and $389.7 million, respectively, in obligations under our operating leases, consisting primarily of real estate leases.

Other Activities

     Related-Party Transactions. Some of our officers, directors and employees may have disposed of shares of our common stock, both in cashless transactions with us and in market transactions, in connection with exercises of stock options, the vesting of restricted and deferred stock and the payment of withholding taxes due with respect to such exercises and vesting. These officers, directors and employees may continue to dispose of shares of our common stock in this manner and for similar purposes.

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     Derivative Financial Instruments. We are exposed to risk of changes in interest rates as a result of borrowings under our Credit Facility. During fiscal year 2004, we did not enter into any interest rate derivatives due to our assessment of the costs/benefits of interest rate hedging given the current low interest rate environment. However, we may enter into derivative financial instruments in the future depending on changes in interest rates.

     Enterprise Resource Program (“ERP”). During fiscal year 2001, we commenced a project to consolidate all of our accounting and project management information systems and convert to a new ERP system developed and marketed by PeopleSoft, Inc. As of January 1, 2005, approximately 60% of our total revenues were processed on this ERP system. We expect to convert substantially all of the remaining URS Division’s legacy systems over the next 12 months. Beginning in 2006, we intend to convert the EG&G Division’s accounting systems to the ERP system.

     Oracle Corporation acquired PeopleSoft Inc. in January 2005. It is possible that Oracle Corporation may discontinue further development, integration or long-term software maintenance support for our ERP system. Should such events occur, we will be required to seek alternatives to our existing ERP system.

     The capitalized costs of implementing our ERP system, including hardware, software licenses, consulting and internal staffing costs will be approximately $65.0 million, excluding the potential costs associated with the conversion of the EG&G Division’s accounting systems. As of October 31, 2004, we capitalized costs of approximately $58.8 million for this project, with the remaining costs to be incurred during fiscal year 2005. We have been financing a substantial portion of these costs through capital lease arrangements with various lenders. If, and to the extent, that financing cannot be obtained through capital leases, we will draw on our revolving line of credit as alternative financing for expenditures to be incurred for this project.

     Other Commitments. Consistent with industry practice, when performing environmental remediation or other services, we will at times provide a guarantee related to the materials, workmanship and fitness of a project site; however, we cannot estimate the amount of any guarantee until a determination has been made that a material defect has occurred.

Income Taxes

     As of October 31, 2004, we had available domestic net operating losses, or NOLs, for federal income tax purposes of $11.4 million. Utilization of the NOLs is limited pursuant to Section 1503 of the Internal Revenue Code and will be utilized against income of certain subsidiaries. $7.2 million of NOLs will be carried forward and will expire in fiscal year 2022 and $4.2 million of NOLs are available to be carried back for refund. We also have $16.6 million of foreign NOLs available, which expire at various dates. These foreign NOLs are available only to offset income earned in foreign jurisdictions.

     We have recorded deferred tax assets and liabilities. Our deferred tax assets arise from temporary differences in the recognition of accruals, primarily compensation-related accruals, available NOLs and allowances for doubtful accounts. Our current deferred tax assets at October 31, 2004 increased from the balance at October 31, 2003 due to an increase in various compensation accruals. Our current deferred tax liabilities primarily arise from temporary differences in the recognition of costs and accrued earnings in excess of billings on contracts in process. Total tax deductible goodwill resulting from the Dames & Moore and EG&G acquisitions amounted to $352.1 million. As of October 31, 2004, $211.4 million of goodwill was unamortized for tax purposes. The difference between tax and financial statement cumulative amortization on tax deductible goodwill gives rise to a long-term deferred tax liability. Our net non-current deferred tax liabilities decreased slightly, as increases in deferred tax liabilities generated by tax deductible goodwill were offset by increases in deferred tax assets related to tax credits, NOLs and deferred compensation and pension programs.

     Valuation allowances for deferred tax assets are established when necessary to reduce deferred tax assets to the amount expected to be realized. Based on expected future operating results, we believe that realization of deferred tax assets in excess of the valuation allowance is more likely than not.

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     Earnings from our foreign subsidiaries are indefinitely reinvested outside of our home tax jurisdiction and thus pursuant to Accounting Principles Board Opinion No. 23, “Accounting for Income Taxes — Special Areas.” We do not recognize a deferred tax liability for the tax effect of the excess of the book over tax basis of our investments in our foreign subsidiaries.

     The American Jobs Creation Act of 2004 (the “Act”) was signed into law in October 2004 and has several provisions that may impact our income taxes in the future, including the repeal of the extraterritorial income exclusion, incentives for the repatriation of foreign income through December 2004, and a deduction related to qualified production activities taxable income. The Financial Accounting Standards Board (“FASB”) proposed that the qualified production activities deduction is a special deduction and will have no impact on deferred taxes existing at the enactment date. Rather, the impact of this deduction will be reported in the period in which the deduction is claimed on our tax return. We are currently evaluating the impact of the FASB guidance related to qualified production activities on our effective tax rate in future periods. The FASB also provided guidance for the appropriate point at which a Company should reflect in its financial statements the effects of a one time tax benefit on the repatriation of foreign earnings. We are currently evaluating the impact of the provisions of the FASB guidance related to the repatriation of foreign earnings.

Critical Accounting Policies and Estimates

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions in certain circumstances that affect amounts reported in our consolidated financial statements and related footnotes included in Item 8 of this report. In preparing these financial statements, we have made our best estimates and judgments of certain amounts included in our financial statements, giving consideration to materiality. Historically, our estimates have not differed materially from actual results. 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. See Note 1, “Accounting Policies” to our “Consolidated Financial Statements and Supplementary Data” included under Item 8 of this report.

     The accounting policies that we believe are the most critical to understanding our financial results and condition and require complex management judgment are discussed below. Information regarding our other accounting policies is included under Item 8, “Consolidated Financial Statements and Supplementary Data,” of this report.

Revenue Recognition

     Our revenues arise primarily from the professional and technical services performed by our employees or, in certain cases, by subcontractors we engage to perform on our behalf under contracts we enter into with our clients. The revenues we recognize, therefore, are derived from our ability to charge our clients for those services under our contracts.

     We enter into three major types of contracts: “cost-plus contracts,” “fixed-price contracts” and “time-and-materials contracts.” Within each of the major contract types are variations on the basic contract mechanism. Fixed-price contracts generally present us with the highest level of financial and performance risk, but often also provide the highest potential financial returns. Cost-plus contracts present us with lower risk, but generally provide lower returns and often include more onerous terms and conditions. Time-and-materials contracts generally represent the time spent by our professional staff at stated or negotiated billing rates. A more detailed discussion of our revenue recognition on contract types is included in Note 1, “Accounting Policies” to our “Consolidated Financial Statements and Supplementary Data” included under Item 8 of this report.

     We earn our revenues from performance on cost-plus, fixed-price and time-and-materials contracts. At October 31, 2004, we had many active projects, none of which represented more than 6% of our total revenues for fiscal year ended October 31, 2004. If our estimate of costs at completion on any contract indicates that a loss will be incurred, we charge the entire estimated loss to operations in the period the loss becomes evident.

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     We account for our professional planning, design and various other types of engineering projects, including systems engineering and program and construction management contracts on the “percentage-of-completion” method, wherein revenue is recognized as project progress occurs. Service-related contracts, including operations and maintenance services and a variety of technical assistance services, are accounted for over the period of performance, in proportion to the costs of performance, evenly over the period or over units of production.

     The use of the percentage of completion revenue recognition method requires us to make estimates and exercise judgment regarding the project’s expected revenues, costs and the extent of progress towards completion. We have a history of making reasonably dependable estimates of the extent of progress towards completion, contract revenue and contract completion costs on our long-term engineering and construction contracts. However, due to uncertainties inherent in the estimation process, it is possible that our completion costs may vary from our estimates.

     Most of our percentage-of-completion projects follow the “cost-to-cost” method of determining the percentage of completion. Under the cost-to-cost method, we make periodic estimates of our progress towards project completion by analyzing costs incurred to date, plus an estimate of the amount of costs that we expect to incur until the completion of the project. Revenue is then calculated on a cumulative basis (project-to-date) as the total contract value multiplied by the current percentage-of-completion. The revenue for the current period is calculated as cumulative revenues less project revenues already recognized. The process of estimating costs on engineering and construction projects combines professional engineering, cost estimating, pricing and accounting skills. The recognition of revenues and profit is dependent upon the accuracy of a variety of estimates, including engineering progress, materials quantities, achievement of milestones and other incentives, penalty provisions, labor productivity and cost estimates. Such estimates are based on various judgments we make with respect to those factors and are difficult to accurately determine until the project is significantly underway.

     For some contracts, using the cost-to-cost method in estimating percentage-of-completion may overstate the progress on the project. For instance, in a project where a large amount of permanent materials are purchased, including the costs of these materials in calculating the percentage-of-completion may overstate the actual progress on the project. For these types of projects, actual labor hours spent on the project may be a more appropriate measure of the progress on the project. For projects where the cost-to-cost method does not appropriately reflect the progress on the projects, we use alternative methods such as actual labor hours, for measuring progress on the project and recognize revenue accordingly.

     Once contract performance is underway, we may experience changes in conditions, client requirements, specifications, designs, materials and expectations regarding the period of performance. Such changes may be initiated by us or by our clients. The majority of such changes presents little or no financial risk to us. Generally, a “change order” will be negotiated between our client and ourselves to reflect how the change is to be resolved and who is responsible for the financial impact of the change. Occasionally, however, disagreements can arise regarding changes, their nature, measurement, timing and other characteristics that impact costs and, therefore, revenues. When a change becomes a point of dispute between our client and us, we then consider it as a claim.

     Costs related to change orders and claims are recognized when they are incurred. Change orders are included in total estimated contract revenue when it is probable that the change order will result in a bona fide addition to contract value and can be reliably estimated. Claims are included in total estimated contract revenues, only to the extent that contract costs related to the claims have been incurred and when it is probable that the claim will result in a bona fide addition to contract value which can be reliably estimated. No profit is recognized on claims until final settlement occurs. This can lead to a situation where costs are recognized in one period and revenues are recognized in a subsequent period when a client agreement is obtained or claims resolution occurs. A more detailed discussion of change orders and claims is included in Note 1, “Accounting Policies,” to our “Consolidated Financial Statements and Supplementary Data” included under Item 8 of this report.

     We have contracts with the U.S. government that contain provisions requiring compliance with the U.S. Federal Acquisition Regulation (“FAR”), and the U.S. Cost Accounting Standards (“CAS”). These regulations are generally applicable to all of our federal government contracts and are partially or fully incorporated in many local and state agency contracts. They limit the recovery of certain specified indirect costs on contracts subject to the FAR.

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     Cost-plus contracts covered by the FAR provide for upward or downward adjustments if actual recoverable costs differ from the estimate billed under forward pricing arrangements. Most of our federal government contracts are subject to termination at the convenience of the client. Contracts typically provide for reimbursement of costs incurred and payment of fees earned through the date of such termination.

     Federal government contracts are subject to the FAR and some state and local governmental agencies require audits, which are performed for the most part by the Defense Contract Audit Agency (“DCAA”). The DCAA audits our overhead rates, cost proposals, incurred government contract costs, and internal control systems. During the course of its audits, the DCAA may question incurred costs if it believes we have accounted for such costs in a manner inconsistent with the requirements of the FAR or CAS and recommend that our U.S. government corporate administrative contracting officer disallow such costs. Historically, we have not experienced significant disallowed costs as a result of such audits. However, we can provide no assurance that the DCAA audits will not result in material disallowances of incurred costs in the future.

Goodwill

     Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”) requires at least an annual assessment for impairment of goodwill and other intangible assets. Accordingly, we have completed our annual review of the recoverability of goodwill as of October 31, 2004, which indicated that we had no impairment of goodwill. In addition to our annual test, we regularly evaluate whether events and circumstances have occurred which may indicate a possible impairment of goodwill.

     We believe the following methodology we use in testing impairment of goodwill, which includes significant judgments and estimates, provides us with a reasonable basis in determining whether an impairment charge should be taken. In evaluating whether there is an impairment of goodwill, we calculate the estimated fair value of our company by using a methodology that considers discounted projections of our cash flows and the fair values of our debt and equity.

     We first determine our estimated projected cash flows and estimated residual values of each of our reporting units and discount those cash flows and residual values based on a selected discount rate (a discounted cash flows approach) to arrive at an estimated fair value of each reporting unit. The determination of our discount rate considers our cost of capital and the cost of capital of some of our industry peers. We then consider the average closing sales price of our common stock and the fair market value of our interest-bearing obligations to arrive at an estimate of the Company’s fair value (a market multiple approach). Our final estimate of the Company’s fair value is established considering our market multiple and discounted cash flows approaches.

     We allocate our final estimate of the Company’s fair value to our reporting units based on the relative proportion of each reporting unit’s estimated discounted cash flows to the total. A reporting unit, as defined in SFAS 142, is an operating segment or a component of a segment where (a) the component constitutes a business for which discrete financial information is available, and (b) management regularly reviews the operating results of that component. Our reporting units consist of the EG&G Division, the domestic operations of the URS Division and the international operations of the URS Division.

     We then compare the resulting fair values by reporting units to the respective net book values, including goodwill. If the net book value of a reporting unit exceeds its fair value, we measure the amount of the impairment loss by comparing the implied fair value (which is a reasonable estimate of the value of goodwill for the purpose of measuring an impairment loss) of the reporting unit’s goodwill to the carrying amount of that goodwill. To the extent that the carrying amount of a reporting unit’s goodwill exceeds its implied fair value, we recognize a goodwill impairment loss at that time. In evaluating whether there was an impairment of goodwill, we also take into consideration changes in our business mix and changes in our discounted cash flows, in addition to our average closing stock price.

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Allowance for Uncollectible Accounts Receivable

     We reduce our accounts receivable and costs and accrued earnings in excess of billings on contracts in process by estimating an allowance for amounts that may become uncollectible or unrealizable, respectively, in the future. We determine our estimated allowance for uncollectible amounts based on management’s judgments regarding our operating performance related to the adequacy of the services performed or products delivered, the status of change orders and claims, our experience settling change orders and claims and the financial condition of our clients, which may be dependent on the type of client and current economic conditions that the client may be subject to.

Deferred income taxes

     We use the asset and liability approach for financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances based on our judgments and estimates are established when necessary to reduce deferred tax assets to the amount expected to be realized in future operating results. Management believes that realization of deferred tax assets in excess of the valuation allowance is more likely than not. Our estimates are based on facts and circumstances in existence as well as interpretations of existing tax regulations and laws applied to the facts and circumstances, with the help of professional tax advisors. Therefore, we estimate and provide for amounts of additional income taxes that may be assessed by the various taxing authorities.

Other long-term liabilities

     Included in other long-term liabilities are estimated liabilities related to defined benefit pension and postretirement programs. These liabilities represent actuarially determined estimates of our future obligations associated with providing these benefit programs to some of our employees. The actuarial studies and estimates are dependent on assumptions made by management.

Adopted and Recently Issued Statements of Financial Accounting Standards

     In January 2003, the FASB issued Financial Accounting Standards Board Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”), an interpretation of Accounting Research Bulletin No. 51, “Consolidated Financial Statements.” FIN 46 requires a variable interest entity (“VIE”) to be consolidated by the primary beneficiary of that VIE. In December 2003, the FASB issued FIN 46 (revised December 2003), “Consolidation of Variable Interest Entities” (“FIN 46-R”), to address certain FIN 46 implementation issues. Although we have no special purpose entities (“SPEs”) as defined in FIN 46, we evaluated the impact of FIN 46 related to our joint ventures with third parties. We adopted FIN 46-R as of April 30, 2004.

     In general, we account for non-special purpose entities (“non-SPEs”) in accordance with Emerging Issues Task Force Consensus No. 00-01, “Investor Balance Sheet and Income Statement Display under the Equity Method for Investments in Certain Partnerships and Other Ventures” (“EITF 00-01”), or in accordance with the equity method of accounting. Our adoption of FIN 46-R did not have a material impact on the accounting for these non-SPEs and we continue to account for them under the equity method or under EITF 00-01, as appropriate.

     FIN 46-R requires that all entities, regardless of whether or not a special purpose entity, created subsequent to January 31, 2003, be evaluated for consolidation purposes. We have not entered into any joint venture or partnership agreements subsequent to January 31, 2003 where the accounting for such agreements would be materially different than our historical method of accounting for such entities using the equity method or under EITF 00-01, as appropriate. Future joint venture or partnership agreements into which we may enter may require consolidation under FIN 46-R and could have a material impact on our consolidated financial statements. In addition, facts and circumstances related to existing joint ventures or partnership agreements may require consolidation in future accounting periods.

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     In December 2003, the FASB issued Statement of Financial Accounting Standards No. 132 (Revised), “Employer’s Disclosure about Pensions and Other Postretirement Benefits” (“Revised SFAS 132”). Revised SFAS 132 requires additional disclosures relating to assets, obligations, cash flows and net periodic benefit cost. Revised SFAS 132 is effective for fiscal years ending after December 15, 2003, except that certain disclosures are effective for fiscal years ending after June 15, 2004. Interim period disclosures are effective for periods beginning after December 15, 2003 and were included in our Form 10-Q commencing with the period ended April 30, 2004. Our required Revised SFAS 132 disclosures are included in Note 10, “Employee Retirement Plans.”

     On December 17, 2003, the Staff of the Securities and Exchange Commission (“SEC” or the “Staff”) issued Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”), which supersedes Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements.” SAB 104’s primary purpose is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, which was effectively superseded as a result of the issuance of Emerging Issues Task Force Consensus No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables” (“EITF 00-21”). While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB 104. SAB 104 applies to our service related contracts. We do not have any material multiple element arrangements and thus SAB 104 does not have a material impact on our financial statements.

     On December 8, 2003, the Medicare Prescription Drug Improvement and Modernization Act of 2003 (the “Medicare Act”) was signed into law. The Medicare Act introduced a prescription drug benefit under Medicare (Medicare Part D) and a federal subsidy to sponsors of retirement health care plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. On January 12, 2004 and May 19, 2004, the FASB issued FASB Staff Position No. 106-1 and 106-2, respectively, both entitled “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (“FSP 106-1” and “FSP 106-2”). FSP 106-2 supersedes FSP 106-1. FSP 106-2 provides guidance on accounting for the effects of the Medicare Act and requires specific disclosures. Detailed regulations necessary to implement the Medicare Act have not been issued, including those that would specify the manner in which actuarial equivalency must be determined, the evidence required to demonstrate actuarial equivalency, and the documentation requirements necessary to be entitled to the subsidy. Based on an analysis of the Medicare Act, FSP 106-2, and facts available to us, we formed a conclusion that the majority of the health care benefits we provide to retirees is not actuarially equivalent to Medicare Part D and therefore, the effects of the Medicare Act would not have a significant impact on our consolidated financial statements.

     If it is later determined that the drug benefit is actuarially equivalent based on new information available to us, a re-measurement of plan assets and obligations will be performed on the date that actuarial equivalence is determined and the effect of the subsidy will be treated as an actuarial gain. Based on current facts and circumstances, our measures of the accumulated post-retirement benefit obligation and net periodic pension costs of our post-retirement plans do not reflect any amount associated with the subsidy. We believe that other effects of the Act to be considered at the next measurement date will not have a significant effect on our financial statements.

     On April 9, 2004, the FASB issued FASB Staff Position No. 129-1, “Disclosure of Information about Capital Structure, Relating to Contingently Convertible Securities” (“FSP 129-1”). FSP 129-1 clarifies that the disclosure requirements of Statement of Financial Accounting Standards No. 129, “Disclosure of Information about Capital Structure” apply to all contingently convertible securities and to their potentially dilutive effects on earnings per share (“EPS”), including those for which the criteria for conversion have not been satisfied, and thus are not included in the computation of diluted EPS. The guidance in FSP 129-1 is effective immediately and applies to all existing and newly created securities. Our required FSP 129-1 disclosures are included above under “Income Per Common Share.” Our 6 1/2% debentures are convertible into shares of our common stock; however, the number of shares which they could be converted into is not material to our income per share computation and inclusion of the assumed conversion of our 6 1/2% debentures in our EPS computation would be anti-dilutive. As a result, the conversion effect of our 6 1/2% debentures was excluded from our diluted EPS computation at October 31, 2004.

     In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123 (Revised), “Share-Based Payment” (“Revised SFAS 123”). Revised SFAS 123 replaces SFAS 123 and supersedes APB 25. Revised SFAS 123 is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. Revised SFAS 123 requires that the costs resulting from all share-based payment transactions be recognized

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in the financial statements. Revised SFAS 123 applies to all awards granted after the required effective date, and shall not apply to awards granted in periods before the required effective date, except if prior awards are modified, repurchased or cancelled after the effective date. Revised SFAS 123 also amends Statement of Financial Accounting Standards No. 95, “Statement of Cash Flows,” to require that excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.

     Adoption of Revised SFAS 123 will require us to record an expense for our equity-related compensation plans using the fair value method and will have a significant impact on our financial statements as we historically have recorded our compensation cost in accordance with APB 25, which does not require the recording of an expense for our equity related compensation plans if stocks were granted at a price equal to the fair market value of the stocks on the grant date.

     On December 21, 2004, the FASB issued FASB Staff Position No. 109-1, “Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004,” which provides guidance on applying FASB Statement No. 109, “Accounting for Income Taxes,” to the tax deduction on qualified production activities provided under the American Jobs Creation Act of 2004 (“the Act”). In addition, FASB issued FASB Staff Position No. 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004,” which provides guidance on the Act’s repatriation provision. We are currently evaluating the impact of the provisions of the FASB guidance related to qualified production activities on our effective tax rate in future periods. The FASB has also provided guidance for the appropriate point at which a Company should reflect in its financial statements the effects of a one time tax benefit on the repatriation of foreign earnings. We are currently evaluating the impact of the provisions of the FASB guidance related to the repatriation of foreign earnings.

     In September 2004, the Emerging Issues Task Force reached a final consensus on Issue No. 04-08, “The Effect of Contingently Convertible Debt on Diluted Earnings per Share” (“EITF 04-08”). Contingently convertible debt instruments are financial instruments that add a contingent feature to a convertible debt instrument. The conversion feature is triggered when one or more specified contingencies occur and at least one of these contingencies is based on market price. Prior to the issuance of EITF 04-08, Financial Accounting Standards No. 128, “Earnings per Share,” had been widely interpreted to allow the exclusion of common shares underlying contingently convertible debt instruments from the calculation of diluted earnings per share (“EPS”) in instances where conversion depends on the achievement of a specified market price of the issuer’s shares. The consensus requires that these underlying common shares be included in the diluted EPS computations, if dilutive, regardless of whether the market price contingency or any other contingent factor has been met. The only convertible debt we had for the fiscal years 2004, 2003 and 2002 was our 6 1/2% debentures, which has no contingent conversion features, including market value triggers; therefore, EITF 04-08 has no effect to our consolidated financial statements.

Risk Factors That Could Affect Our Financial Condition and Results of Operations

     In addition to the other information included or incorporated by reference in this Form 10-K, the following factors could affect our financial condition and results of operations:

We continue to experience the adverse effects from the ongoing economic downturn. If the economic downturn continues or worsen, then our revenues, profits and our financial condition may deteriorate.

     In response to reduced revenues caused by the ongoing economic downturn, our clients may cut costs, or delay, curtail or cancel proposed and existing projects. Our government clients may face budget deficits that prohibit them from funding proposed and existing projects. Our clients may also demand better pricing terms. In addition, the economic downturn may impact our clients’ ability to pay our bills and our ability to collect cash from our clients needed to fund our business operations. Although some economic fundamentals have been improving, our business generally lags the overall recovery in the economy and, therefore, we do not know whether or when any improving economic indicators will positively affect our revenues and profits. If the economic downturn continues or worsens, then our revenues, profits and overall financial condition may deteriorate.

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As a government contractor, we are subject to a number of procurement laws and regulations and government audits, any deemed violation of which could lead to sanctions, contract termination or ineligibility for future government contracts.

     We must comply with and are affected by federal, state, local and foreign laws and regulations relating to the formation, administration and performance of government contracts. For example, we must comply with the Federal Acquisition Regulation (“FAR”), the Truth in Negotiations Act, the Cost Accounting Standards (“CAS”), Service Contract Act, and Department of Defense security regulations, as well as many other rules and regulations. These laws and regulations affect how we transact business with our clients and in some instances, impose added costs to our business operations.

     As a federal government contractor, we must maintain our status as a responsible contractor. Even though we take precautions to prevent and deter fraud and misconduct, we face the risk that our employees or outside partners may engage in misconduct, fraud or other improper activities. Government agencies, such as the U.S. Defense Contract Audit Agency, routinely audit and investigate government contractors. These agencies review or audit a contractor’s performance under its contracts, cost structure and compliance with applicable laws, regulations and standards. A violation of specific laws and regulations could result in the imposition of civil and criminal penalties or sanctions, contract termination, forfeiture of profit, and/or suspension of payment, any of which could make us ineligible to perform services for governmental agencies. We could also suffer serious harm to our reputation.

     In addition, during the course of its audits, the DCAA may question incurred costs if the DCAA believes we have accounted for such costs in a manner inconsistent with the requirements for the FAR or CAS and recommend that our U.S. government corporate administrative contracting officer disallow such costs. Historically, we have not experienced significant disallowed costs as a result of such audits. However, we can provide no assurance that the DCAA audits will not result in material disallowances for incurred costs in the future.

Because we depend on federal, state and local governments for a significant portion of our revenue, our inability to win profitable government contracts could harm our operations and adversely affect our net income.

     Revenues from federal government contracts and state and local government contracts represented approximately 48% and 20% of our total revenues for the fiscal year ended October 31, 2004, respectively. Our inability to win profitable government contracts could harm our operations and adversely affect our net income. Government contracts are typically awarded through a heavily regulated procurement process. Some government contracts are awarded to multiple competitors, which increase overall competition and pricing pressure and may require us to make sustained post-award efforts to realize revenues under these contracts, which negatively impact our profitability under the contracts. Moreover, even if we are qualified to work on a new government contract, we may not be awarded the contract because of existing government policies designed to protect small businesses and underrepresented minority contractors. Finally, government clients can generally terminate or modify their contracts at their convenience.

Unexpected termination of a substantial portion of our book of business could harm our operations and adversely affect our future revenues.

     We account for all contract awards that may be recognized as revenues as our book of business, which includes backlog, designations, option years and indefinite delivery contracts. Our backlog consists of the amount billable at a particular point in time for future services under signed contracts. Our designations consist of projects that clients have awarded us, but for which we do not yet have signed contracts. Our option year contracts are multi-year contracts with base periods plus option years that are exercisable by our clients without the need for us to go through another competitive bidding process. Our indefinite delivery contracts are signed contracts under which we perform work only when our client issues specific task orders. Our book of business estimates may not result in actual revenues in any particular period since clients may terminate or delay projects, or decide not to award task orders under indefinite delivery contracts. Unexpected termination of a substantial portion of our book of business could harm our

42

operations and adversely affect our future revenues.

Funding for many of our multi-year government contracts must be appropriated each year. If appropriations are not made in subsequent years of a multiple-year contract, we will not realize all of our potential revenues and profits from that contract.

     We derive a significant amount of our revenues from multi-year government contracts, many of which are appropriated on an annual basis. Legislatures typically appropriate funds for a given program on a year-by-year basis, even though contract performance may take more than one year. As a result, at the beginning of a project, the related contract may be only partially funded, and additional funding is normally committed only as appropriations are made in each subsequent year. These appropriations, and the timing of payment of appropriated amounts, may be influenced by, among other things, the state of the economy, competing political priorities, curtailments in the use of government contracting firms, budget constraints, the timing and amount of tax receipts and the overall level of government expenditures. If appropriations are not made in subsequent years of a multiple-year contract, we will not realize all of our potential revenues and profits from that contract.

If we are unable to accurately estimate the overall risks, revenues or costs on contracts, then we may incur losses on the contracts or generate lower profits.

     We generally enter into three principal types of contracts with our clients: cost-plus, fixed-price and time-and-materials. Under cost-plus contracts, which may be subject to contract ceiling amounts, we are reimbursed for allowable costs and fees, which may be fixed or performance-based. If our costs exceed the contract ceiling or are not allowable under the provisions of the contract or any applicable regulations, we may not be reimbursed for all our costs. Under fixed-price contracts, we receive a fixed price unrelated to the actual costs we incur. Consequently, we realize a profit on fixed-price contracts only if we control our costs and prevent cost over-runs on the contracts. Under time-and-materials contracts, we are paid for labor at negotiated hourly billing rates and for other expenses. Profitability on these types of contracts is driven by billable headcount and control of cost over-runs.

     Accounting for these contracts requires judgment relative to assessing their estimated risks, revenues and costs. Due to the size and nature of many of our contracts, the estimation of overall risk, revenues and costs at completion is complicated and subject to many variables. Changes in underlying assumptions, circumstances or estimates may also adversely affect financial performance in future periods. If we are unable to accurately estimate the overall revenues or costs on a contract, then we may incur a loss on the contract or generate a lower profit.

If we guarantee the timely completion or performance standards of a project, we could incur additional costs to cover our guarantee obligations.

     We may guarantee to our client that we will complete a project by a scheduled date. We also may sometimes guarantee that a project, when completed, will achieve specified performance standards. If the project is not completed by the scheduled date or subsequently fails to meet guaranteed performance standards, we may either incur significant additional costs or be held responsible for the costs incurred by the client to rectify damages due to late completion or to achieve the required performance standards. In some cases, should we fail to meet required performance standards, we may also be subject to agreed upon damages, which are fixed in amount by the contract. To the extent that these events occur, the total costs of the project could exceed our estimates and we could experience reduced profits or, in some cases, incur a loss on that project.

Our use of the percentage-of-completion method of accounting could result in reduction or reversal of previously recorded revenues and profits.

     A substantial portion of our revenues and profits are measured and recognized using the percentage-of-completion method of accounting. Generally, our use of this method results in recognition of revenues and profits ratably over the life of the contract, based on the proportion of costs incurred to date to total costs expected to be incurred. The effect of revisions to revenues and estimated costs is recorded when the amounts are known and can be reasonably estimated. Such revisions could occur in any period and their effects could be material. Although we have

43

historically made reasonable reliable estimates of the progress towards completion of long-term engineering, program and construction management or construction contracts in process, the uncertainties inherent in the estimating process make it possible for actual costs to vary materially from estimates, including reductions or reversals of previously recorded revenues and profits.

If our partners fail to perform their contractual obligations on a project, we could be exposed to legal liability, loss of reputation or reduced profit on the project.

     We sometimes enter into subcontracts, joint ventures and other contractual arrangements with outside partners so that we can jointly bid on and execute a particular project. Success on these joint projects depends largely on whether our partners fulfill their contractual obligations satisfactorily. If any of our partners fails to satisfactorily perform their contractual obligations as a result of financial or other difficulties, we may be required to make additional investments and provide additional services in order to make up for our partner’s shortfall. If we are unable to adequately address our partner’s performance issues, then our client could terminate the joint project, exposing us to legal liability, loss of reputation or reduced profit on the project.

Our substantial indebtedness could adversely affect our financial condition.

     As of October 31, 2004, we had $543.7 million of outstanding indebtedness. This level of indebtedness could have a negative impact on us because it may:

•   limit our ability to borrow money or sell stock for working capital, capital expenditures, debt service requirements or other purposes;

•   limit our flexibility in planning for, or reacting to, changes in our business;

•   place us at a competitive disadvantage if we are more highly leveraged than our competitors;

•   restrict us from making strategic acquisitions or exploiting business opportunities;

•   make us more vulnerable to a downturn in our business or the economy;

•   require us to maintain certain financial ratios, which we may not be able to achieve; and

•   require us to dedicate a substantial portion of our cash flows from operations to the repayments of our indebtedness, thereby reducing the availability of cash flows to fund working capital, capital expenditures and for other general corporate purposes.

Because we are a holding company, we may not be able to service our debt if our subsidiaries do not make sufficient distributions to us.

     We have no direct operations and no significant assets other than investments in the stock of our subsidiaries. Because we conduct our business operations through our operating subsidiaries, we depend on those entities for dividends and other payments to generate the funds necessary to meet our financial obligations. Legal restrictions, including local regulations and contractual obligations associated with secured loans, such as equipment financings, may restrict our subsidiaries’ ability to pay dividends or make loans or other distributions to us. The earnings from, or other available assets of, these operating subsidiaries may not be sufficient to make distributions to enable us to pay interest on our debt obligations when due or to pay the principal of such debt at maturity.

Restrictive covenants in our Credit Facility and the indentures relating to our outstanding notes and our other outstanding indebtedness may restrict our ability to pursue business strategies.

     Our Credit Facility and our indentures relating to our outstanding notes and our other outstanding indebtedness restrict our ability to, among other things:

•   incur additional indebtedness;

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•   pay dividends and make distributions to our stockholders;

•   repurchase or redeem our stock;

•   repay indebtedness that is junior to our Credit Facility or our outstanding indebtedness;

•   make investments and other restricted payments;

•   create liens securing debt or other encumbrances on our assets;

•   enter into sale-leaseback transactions;

•   enter into transactions with our stockholders and affiliates;

•   sell or exchange assets;

•   acquire the assets of, or merge or consolidate with, other companies;

•   pledge assets that would result in less security for our debt holders; and

•   make capital expenditures.

     Our Credit Facility also requires that we maintain certain financial ratios, which we may not be able to achieve. The covenants in our various debt instruments may impair our ability to finance future operations or capital needs or to engage in other favorable business activities.

We may incur substantial costs of compliance with, or liabilities under, environmental laws and regulations.

     Our environmental business involves the planning, design, program and construction management and operation and maintenance of pollution control facilities, hazardous waste or Superfund sites and military bases. In addition, we contract with U.S. governmental entities to destroy hazardous materials, including chemical agents and weapons stockpiles. These activities require us to manage, handle, remove, treat, transport and dispose of toxic or hazardous substances. Federal laws, including but not limited to the Resource Conservation and Recovery Act of 1976, as amended, or RCRA, and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or CERCLA, as well as other governmental laws strictly regulate the handling, removal, treatment, transportation and disposal of toxic and hazardous substances and impose liability for environmental contamination caused by such substances. In addition, so-called “toxic tort” litigation has increased markedly in recent years as people injured by hazardous substances seek recovery for personal injuries and/or property damages. Liabilities related to environmental contamination or human exposure to hazardous substances, or a failure to comply with applicable regulations could result in substantial costs to us, including clean-up costs, fines and civil or criminal sanctions, third party claims for property damage or personal injury or cessation of remediation activities.

Changes in environmental laws, regulations and programs could reduce demand for our environmental services, which could negatively impact our revenues.

     Our environmental business is driven by federal, state, local and foreign laws, regulations and programs related to pollution and environmental protection. Accordingly, a relaxation or repeal of these laws and regulations, or changes in governmental policies regarding the funding, implementation or enforcement of these programs, could result in a decline in demand for environmental services that could negatively impact our revenues.

Our liability for damages due to legal proceedings may significantly reduce our net income.

     Various legal proceedings are pending against us and certain of our subsidiaries alleging among other things, breach of contract or tort in connection with the performance of professional services, the outcome of which cannot be predicted with certainty. In some actions, parties are seeking damages that exceed our insurance coverage or are not insured. Our services may require us to make judgments and recommendations about environmental, structural and other physical conditions at project sites. If our judgments and recommendations are later found to be incomplete or

45

incorrect, then we may be liable for the resulting damages. If we sustain damages that exceed our insurance coverage or that are not insured, there could be a material adverse effect on our net income.

A general decline in U.S. defense spending could harm our operations and adversely affect our future revenues.

     Revenues under contracts with the U.S. Department of Defense and other defense-related entities represented approximately 34% our total revenues for the fiscal year ended October 31, 2004. While spending authorization for defense-related programs has increased significantly in recent years due to greater homeland security and foreign military commitments, as well as the trend to outsource federal government jobs to the private sector, these spending levels may not be sustainable. Future levels of expenditures and authorizations for these programs may decrease, remain constant or shift to programs in areas where we do not currently provide services. As a result, a general decline in U.S. defense spending could harm our operations and adversely affect our future revenues.

Our overall market share will decline if we are unable to compete successfully in our industry.

     Our industry is highly fragmented and intensely competitive. Our competitors are numerous, ranging from small private firms to multi-billion dollar public companies. In addition, the technical and professional aspects of our services generally do not require large upfront capital expenditures and provide limited barriers against new competitors. Some of our competitors have achieved greater market penetration in some of the markets in which we compete and have substantially more financial resources and/or financial flexibility than we do. These competitive forces could have a material adverse effect on our business, financial condition and results of operations by reducing our relative share in the markets we serve.

Ownership of our common stock is concentrated among stockholders who could act in concert to take actions that favor their own personal interests to the detriment of our interests and those of our other stockholders.

     As of October 31, 2004, our officers and directors and their affiliates beneficially owned approximately 20% of the outstanding shares of our common stock. Because of the concentrated ownership of our common stock, these stockholders may be able to influence matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions. This concentration of ownership may also have the effect of delaying, deferring or preventing a change in control.

We rely heavily on our senior management and our professional and technical staff. Any failure to attract and retain key employees could impair our ability to provide services to our clients and otherwise conduct our business effectively.

     As a professional and technical services company, we are labor intensive and therefore our ability to attract, retain and expand our senior management and our professional and technical staff is an important factor in determining our future success. From time to time, it may be difficult to attract and retain qualified individuals with the expertise demanded by our clients. For example, some of our government contracts may require us to employ only individuals who have a particular government security clearance level. In addition, we rely heavily upon the expertise and leadership of our senior management. The failure to attract and retain key individuals could impair our ability to provide services to our clients and conduct our business effectively.

Recent changes in accounting for equity-related compensation could significantly impact our ability to attract and retain key employees.

     On December 16, 2004, the FASB issued Revised SFAS 123, which will require us to recognize, as an expense, the fair value of stock options and other equity-related compensation to employees as of the first interim reporting period beginning after June 15, 2005. Since we historically have used equity-related compensation as one component of our employee compensation program, the proposed accounting change could make the use of equity-related compensation less attractive and, therefore, make it more difficult to attract and retain key employees.

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Our international operations are subject to a number of risks that could harm our operations and adversely affect our future revenues.

     As a multinational company, we have operations in over 20 countries and derived approximately 9% and 8% of our revenues from international operations for the fiscal year ended October 31, 2004 and 2003, respectively. International business is subject to a variety of special risks, including:

•   greater risk of uncollectible accounts and longer collection cycles;

•   currency fluctuations;

•   logistical and communications challenges;

•   potentially adverse changes in laws and regulatory practices, including export license requirements, trade barriers, tariffs and tax laws;

•   changes in labor conditions;

•   exposure to liability under the Foreign Corrupt Practices Act; and

•   general economic and political conditions in these foreign markets.

     These and other risks associated with international operations could harm our overall operations and adversely affect our future revenues. In addition, services billed through foreign subsidiaries are attributed to the international category of our business, regardless of where the services are performed and conversely, services billed through domestic operating subsidiaries are attributed to a domestic category of clients, regardless of where the services are performed. As a result, our exposure to international operations may be more or less than the percentage of revenues we attribute to the international category.

Our business activities may require our employees to travel to and work in high security risk countries, which may result in employee injury, repatriation costs or other unforeseen costs.

     As a multinational company, our employees often travel to and work in high security risk countries around the world that are undergoing political, social and economic upheavals resulting in war, civil unrest, criminal activity or acts of terrorism. For example, we have employees working in Iraq, a high security risk country with substantial civil unrest and acts of terrorism. As a result, we may be subject to costs related to employee injury, repatriation or other unforeseen costs.

If we are not able to successfully develop, integrate or maintain third party support for our ERP system in a timely manner, we may incur unexpected costs that could harm our results of operations, including the possibility of abandoning our current ERP system and migrating to another ERP system.

     We are consolidating all of our accounting and project management information systems to an ERP software system developed and customized for us by PeopleSoft Inc. As of January 1, 2005, approximately 60% of our total revenues were processed on this ERP system. We expect to convert substantially all of the remaining URS Division’s legacy systems over the next 12 months. We intend to convert the EG&G Division’s accounting system to the ERP system beginning in 2006. We depend on PeopleSoft Inc. to develop, integrate and provide long-term software maintenance support for our ERP system. Oracle acquired PeopleSoft, Inc. in January 2005. It is possible that Oracle may discontinue further development, integration or long-term software maintenance support for our ERP system. In the event we do not successfully complete the development and integration of our ERP system or are unable to obtain necessary long-term third party software maintenance support, we may be required to incur unexpected costs that could harm our results of operations, including the possibility of abandoning our current ERP system and migrating all of our accounting and project management functions to another ERP system.

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If our intangible assets become impaired, our earnings will be negatively impacted.

     Our balance sheet includes goodwill and other intangible assets, the values of which are material. If any of our intangible assets were to become impaired, we would be required to write-off the impaired amount. The write-off would negatively affect our earnings.

Negotiations with labor unions and possible work actions could divert management attention and disrupt operations, and new collective bargaining agreements or amendments to agreements could increase our labor costs and operating expenses.

     As of October 31, 2004, approximately 7% of our employees were covered by collective bargaining agreements. The outcome of any future negotiations relating to union representation or collective bargaining agreements may not be favorable to us. We may reach agreements in collective bargaining that increase our operating expenses and lower our net income as a result of higher wages or benefits expenses. In addition, negotiations with unions could divert management attention and disrupt operations, which may adversely affect our results of operations. If we are unable to negotiate acceptable collective bargaining agreements, we may have to address the threat of union-initiated work actions, including strikes. Depending on the nature of the threat or the type and duration of any work action, these actions could disrupt our operations and adversely affect our operating results.

Delaware law and our charter documents and the change of control provisions of our outstanding notes may impede or discourage a takeover, which could cause the market price of our shares to decline.

     We are a Delaware corporation and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change in control would be beneficial to our existing stockholders. In addition, our board of directors has the power, without stockholder approval, to designate the terms of one or more series of preferred stock and issue shares of preferred stock, which could be used defensively if a takeover is threatened. Our incorporation under Delaware law, the ability of our board of directors to create and issue a new series of preferred stock and certain provisions of our certificate of incorporation and by-laws could impede a merger, takeover or other business combination involving us or discourage a potential acquirer from making a tender offer for our common stock, which, under certain circumstances, could reduce the market price of our common stock. In addition, if we undergo a change of control, we may be required to repurchase our 11 1/2% notes and our 12 1/4% notes, in each case at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase. This feature in some of our outstanding notes may also discourage a person or a group from attempting to acquire us.

ITEM 7A. 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 Credit Facility. Based on outstanding indebtedness of $353.8 million under Term Loan A and Term Loan B of our Credit Facility at October 31, 2004, if market rates were to average 1% higher in the next twelve months, our net of tax interest expense would increase by approximately $2.1 million. Conversely, if market rates were to average 1% lower in the next twelve months, our net of tax interest expense would decrease by approximately $2.1 million.

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ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of URS Corporation:

     In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity and cash flows present fairly, in all material respects, the financial position of URS Corporation and its subsidiaries (“the Company”) at October 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended October 31, 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/      PricewaterhouseCoopers LLP  

PRICEWATERHOUSECOOPERS LLP 

San Francisco, California
December 23, 2004

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URS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

	October 31,
	2004			2003
ASSETS
Current assets:
Cash and cash equivalents	$	32,299		$	15,508
Accounts receivable, including retainage of $41,382 and $42,617, respectively		575,939			525,603
Costs and accrued earnings in excess of billings on contracts in process		413,391			393,670
Less receivable allowances		(37,292	)		(33,106	)
Net accounts receivable		952,038			886,167
Deferred income taxes		16,612			13,315
Prepaid expenses and other assets		21,043			24,675
Total current assets		1,021,992			939,665
Property and equipment at cost, net		143,212			150,553
Goodwill		1,004,680			1,004,680
Purchased intangible assets, net		8,244			11,391
Other assets		53,654			61,323
	$	2,231,782		$	2,167,612
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	41,619		$	23,885
Accounts payable and subcontractors payable, including retainage of $13,414 and $7,409, respectively		177,322			171,967
Accrued salaries and wages		153,175			125,773
Accrued expenses and other		83,831			79,854
Billings in excess of costs and accrued earnings on contracts in process		79,474			83,002
Total current liabilities		535,421			484,481
Long-term debt		502,118			788,708
Deferred income taxes		31,477			32,926
Other long-term liabilities		95,542			96,424
Total liabilities		1,164,558			1,402,539
Commitments and contingencies (Note 8)
Stockholders’ equity:
Common stock, par value $.01; authorized 100,000 shares; 43,593 and 33,668 shares issued, respectively; and 43,542 and 33,616 shares outstanding, respectively		435			336
Treasury stock, 52 shares at cost		(287	)		(287	)
Additional paid-in capital		727,134			487,824
Accumulated other comprehensive income (loss)		395			(906	)
Retained earnings		339,547			278,106
Total stockholders’ equity		1,067,224			765,073
	$	2,231,782		$	2,167,612

See Notes to Consolidated Financial Statements

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URS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share data)

	Years Ended October 31,
	2004			2003			2002
Revenues	$	3,381,963		$	3,186,714		$	2,427,827
Direct operating expenses		2,140,890			2,005,339			1,489,386
Gross profit		1,241,073			1,181,375			938,441
Indirect general and administrative expenses		1,079,996			1,000,970			791,625
Operating income		161,077			180,405			146,816
Interest expense, net		59,833			83,571			55,705
Income before income taxes		101,244			96,834			91,111
Income tax expense		39,540			38,730			35,940
Net income		61,704			58,104			55,171
Preferred stock dividend		—			—			5,939
Net income after preferred stock dividend		61,704			58,104			49,232
Other comprehensive income (loss):
Minimum pension liability adjustments, net of tax benefit		(2,189	)		(1,896	)		(385	)
Foreign currency translation adjustments		3,490			6,122			(785	)
Comprehensive income	$	63,005		$	62,330		$	48,062
Net income after preferred stock dividend	$	61,704		$	58,104		$	49,232
Less: net income allocated to convertible participating preferred stockholders under the two-class method (Note 1)		—			894			907
Net income available to common stockholders	$	61,704		$	57,210		$	48,325
Net income per common share (Note 1):
Basic	$	1.58		$	1.78		$	2.18
Diluted	$	1.53		$	1.76		$	2.03
Weighted-average common stock shares outstanding (Note 1):
Basic		39,123			32,184			22,138
Diluted		40,354			32,538			26,722

See Notes to Consolidated Financial Statements

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URS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands)

										Accumulated
								Additional		Other						Total
	Common Stock				Treasury			Paid-in		Comprehensive			Retained			Stockholders’
	Shares		Amount		Stock			Capital		Income (Loss)			Earnings			Equity
Balances, October 31, 2001		18,198	$	182	$	(287	)	$	155,273	$	(3,962	)	$	171,296		$	322,502
Employee stock purchases		1,084		11		—			19,327		—			—			19,338
Tax benefit of stock options		—		—		—			3,745		—			—			3,745
Conversion of preferred stock to common stock		5,845		58		—			126,780		—			—			126,838
Issuance of common stock in connection with the EG&G acquisition		4,957		50		—			112,250		—			—			112,300
Issuance of preferred stock in connection with the EG&G acquisition		—		—		—			1,067		—			—			1,067
Quasi-reorganization NOL carryforward		—		—		—			263		—			(263	)		—
Total comprehensive loss:
Minimum pension liability adjustments, net of tax benefit		—		—		—			—		(385	)		—			(385	)
Foreign currency translation		—		—		—			—		(785	)		—			(785	)
Net income		—		—		—			—		—			55,171			55,171
In-kind preferred stock dividends		—		—		—			—		—			(5,939	)		(5,939	)
Balances, October 31, 2002		30,084		301		(287	)		418,705		(5,132	)		220,265			633,852
Employee stock purchases		931		9		—			13,432		—			—			13,441
Tax benefit of stock options		—		—		—			12		—			—			12
Conversion of preferred stock to common stock		2,107		21		—			46,712		—			—			46,733
Issuance of over-allotment of common shares in connection with the conversion of preferred stock		480		5		—			8,700		—			—			8,705
Quasi-reorganization NOL carryforward		—		—		—			263		—			(263	)		—
Total comprehensive income:
Minimum pension liability adjustments, net of tax benefit		—		—		—			—		(1,896	)		—			(1,896	)
Foreign currency translation		—		—		—			—		6,122			—			6,122
Net income		—		—		—			—		—			58,104			58,104
Balances, October 31, 2003		33,602		336		(287	)		487,824		(906	)		278,106			765,073
Employee stock purchases		1,838		18		—			30,725		—			—			30,743
Tax benefit of stock options		—		—		—			4,117		—			—			4,117
Issuance of common shares		8,102		81		—			204,205		—			—			204,286
Quasi-reorganization NOL carryforward		—		—		—			263		—			(263	)		—
Total comprehensive loss:
Minimum pension liability adjustments, net of tax benefit		—		—		—			—		(2,189	)		—			(2,189	)
Foreign currency translation adjustments		—		—		—			—		3,490			—			3,490
Net income		—		—		—			—		—			61,704			61,704
Balances, October 31, 2004		43,542	$	435	$	(287	)	$	727,134	$	395		$	339,547		$	1,067,224

See Notes to Consolidated Financial Statements

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URS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Years Ended October 31,
	2004			2003			2002
Cash flows from operating activities:
Net income	$	61,704		$	58,104		$	55,171
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		41,407			43,988			33,737
Amortization of financing fees		6,772			7,496			4,220
Costs incurred for extinguishment of debt		28,165			—			7,620
Provision for doubtful accounts		14,777			8,822			4,933
Deferred income taxes		(4,746	)		18,790			2,373
Stock compensation		4,119			4,187			2,345
Tax benefit of stock compensation		4,117			12			3,745
Changes in assets and liabilities, net of business acquired:
Accounts receivable and costs and accrued earnings in excess of billings on contracts in process		(80,646	)		41,846			(61,975	)
Prepaid expenses and other assets		2,249			(1,047	)		7,815
Accounts payable, accrued salaries and wages and accrued expenses		36,732			(12,126	)		(5,851	)
Billings in excess of costs and accrued earnings on contracts in process		(3,528	)		(9,233	)		(3,721	)
Other long-term liabilities		(882	)		226			32,258
Other, net		(910	)		5,078			5,837
Total adjustments and changes		47,626			108,039			33,336
Net cash provided by operating activities		109,330			166,143			88,507
Cash flows from investing activities:
Payment for business acquisition, net of cash acquired		—			—			(340,540	)
Proceeds from sale of subsidiaries and divisions		—			—			5,840
Capital expenditures, less equipment purchased through capital leases		(19,016	)		(18,246	)		(53,393	)
Net cash used by investing activities		(19,016	)		(18,246	)		(388,093	)
Cash flows from financing activities:
Proceeds from issuance of debt		—			—			195,280
Principal payments on long-term debt		(298,950	)		(118,413	)		(381,648	)
Borrowings of long-term debt		26,526			212			476,101
Net borrowings (payments) under the line of credit		5,249			(27,259	)		27,259
Capital lease obligations payments		(14,643	)		(14,594	)		(14,794	)
Short-term note borrowings		1,540			1,257			278
Short-term note payments		(1,580	)		(1,413	)		(3,680	)
Proceeds from common stock offering, net of related expenses		204,286			—			—
Proceeds from sale of common shares and exercise of stock options		26,624			17,849			17,003
Call premiums paid for debt extinguishment		(19,688	)		—			—
Payment of financing fees		(2,887	)		—			(29,639	)
Net cash provided (used) by financing activities		(73,523	)		(142,361	)		286,160
Net increase (decrease) in cash and cash equivalents		16,791			5,536			(13,426	)
Cash and cash equivalents at beginning of year		15,508			9,972			23,398
Cash and cash equivalents at end of year	$	32,299		$	15,508		$	9,972
Supplemental information:
Interest paid	$	66,629		$	63,414		$	50,084
Taxes paid	$	36,797		$	17,180		$	30,513
Equipment acquired with capital lease obligations	$	11,098		$	15,712		$	23,419
Non-cash dividends paid in-kind	$	—		$	—		$	6,740
Conversion of Series B preferred stock to common stock	$	—		$	—		$	126,838
Conversion of Series D preferred stock to common stock	$	—		$	46,733		$	—
Net book value of business sold	$	—		$	—		$	5,840

See Notes to Consolidated Financial Statements

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URS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ACCOUNTING POLICIES

Business

     The terms “we”, “us”, and “our” used in this annual report include URS Corporation and its consolidated subsidiaries unless otherwise indicated. We offer a comprehensive range of professional planning and design, system engineering and technical assistance, program and construction management, and operations and maintenance services for transportation, hazardous waste management, industrial process and petrochemical refinement, general building and water/wastewater treatment projects. We are also a major provider of operations and maintenance, logistics and technical services to the Department of Defense and other federal government agencies. Headquartered in San Francisco, we operate in more than 20 countries with approximately 27,500 employees providing services to federal, state, and local government agencies, as well as to private clients in the chemical, pharmaceutical, oil and gas, power, manufacturing, forest product, mining, healthcare, water supply, and retail and commercial development industries.

Principles of Consolidation and Basis of Presentation

     Our consolidated financial statements include the accounts of our subsidiaries that require consolidation. All significant intercompany accounts and transactions have been eliminated in consolidation. We include in current assets and liabilities amounts realizable and payable under engineering and construction contracts that extend beyond one year. The consolidated financial statements reflect the August 2002 acquisitions of Carlyle-EG&G Holdings Corp. and Lear Siegler Services, Inc. (collectively, “EG&G”), which were accounted for under the purchase accounting method. The operating results of EG&G have been included in the accompanying consolidated financial statements from the date of acquisition forward. Accordingly, the EG&G results of operations for the year ended October 31, 2002 were not included in our consolidated statements of operations until August 22, 2002, the date of the acquisition. We participate in joint ventures formed for the purpose of bidding, negotiating and executing projects. Sometimes we function as the sponsor or manager of the projects performed by the joint venture. Investments in non-consolidated joint ventures are accounted for using the equity method.

Use of Estimates

     The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

     We earn our revenues from cost-plus, fixed-price and time-and-materials contracts. If estimated total costs on any contract indicate a loss, we charge the entire estimated loss to operations in the period the loss becomes known. The cumulative effect of revisions to revenue, estimated costs to complete contracts, including penalties, incentive awards, change orders, claims, anticipated losses, and others are recorded in the accounting period in which the events indicating a loss are known and the loss can be reasonably estimated. Such revisions could occur at any time and the effects may be material.

     The majority of our contracts are for professional planning, design and various other types of engineering projects, including systems engineering, and program and construction management. We account for such contracts on the “percentage-of-completion” method, wherein revenue is recognized as costs are incurred. Under the percentage-of-completion method for revenue recognition, we estimate the progress towards completion to determine the amount of revenue and profit to recognize on all significant contracts. We generally utilize a cost-to-cost approach in applying the percentage-of-completion method, where revenue is earned in proportion to total costs incurred, divided by total

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

costs expected to be incurred. For some contracts, using the cost-to-cost method in estimating percentage-of-completion may overstate the progress on the project. For instance, in a project where a large amount of permanent materials are purchased, including the costs of these materials in calculating the percentage-of-completion may overstate the actual progress on the project. For these types of projects, actual labor hours spent on the project may be a more appropriate measure of the progress on the project. For projects where the cost-to-cost method does not appropriately reflect the progress on the projects, we use alternative methods such as actual labor hours, for measuring progress on the project and recognize revenue accordingly.

     Under the percentage-of-completion method, recognition of profit is dependent upon the accuracy of a variety of estimates, including engineering progress, materials quantities, achievement of milestones, incentives, penalty provisions, labor productivity, cost estimates and others. Such estimates are based on various professional judgments we make with respect to those factors and are difficult to accurately determine until the project is significantly underway.

     We have a history of making reasonably dependable estimates of the extent of progress towards completion, contract revenue and contract completion costs on our long-term engineering and construction contracts. However, due to uncertainties inherent in the estimation process, it is possible that actual completion costs may vary from estimates.

     Cost-Plus Contracts. We have four major types of cost-plus contracts:

•   Cost-Plus Fixed Fee. Under cost-plus fixed fee contracts, we charge our clients for our costs, including both direct and indirect costs, plus a fixed negotiated fee. In negotiating a cost-plus fixed fee contract, we estimate all recoverable direct and indirect costs and then add a fixed profit component. The total estimated cost plus the negotiated fee represents the total contract value. We recognize revenues based on the actual labor costs, based on hours of labor effort, plus non-labor costs we incur, plus the portion of the fixed fee we have earned to date. We invoice for our services as revenues are recognized or in accordance with agreed-upon billing schedules. Aggregate revenues from cost-plus fixed fee contracts may vary based on the actual number of labor hours worked and other actual contract costs incurred. However, if actual labor hours and other contract costs exceed the original estimate agreed to by our client, we generally must obtain a change order, contract modification, or successfully prevail in a claim in order to receive additional revenues relating to the additional costs (see “Change Orders and Claims”).

•   Cost-Plus Fixed Rate. Under our cost-plus fixed rate contracts, we charge clients for our costs plus negotiated rates based on our indirect costs. In negotiating a cost-plus fixed rate contract, we estimate all recoverable direct and indirect costs and then add a profit component, which is a percentage of total recoverable costs to arrive at a total dollar estimate for the project. We recognize revenues based on the actual total number of labor hours and other costs we expend at the cost plus fixed rate we negotiated. Similar to cost-plus fixed fee contracts, aggregate revenues from cost-plus fixed rate contracts may vary and we generally must obtain a change order, contract modification, or successfully prevail in a claim in order to receive additional revenues relating to any additional costs that exceed the original contract estimate (see “Change Orders and Claims”).

•   Cost-Plus Award Fee. Some cost-plus contracts provide for award fees or a penalty based on performance criteria in lieu of a fixed fee or fixed rate. Other contracts include a base fee component plus a performance-based award fee. In addition, we may share award fees with subcontractors and/or our employees. We record accruals for fee sharing on a monthly basis as related award fee revenue is earned. We generally recognize revenues to the extent of costs actually incurred plus a proportionate amount of the fee expected to be earned. We take the award fee or penalty on contracts into consideration when estimating sales and profit rates, and we record revenues related to the award fees when there is sufficient information to assess anticipated contract performance. On contracts that

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URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

represent higher than normal risk or technical difficulty, we defer all award fees until an award fee letter is received. Once an award letter is received, the estimated or accrued fees are adjusted to the actual award amount.

•

Cost-Plus Incentive Fee. Some of our cost-plus contracts provide for incentive fees based on performance against contractual milestones. The amount of the incentive fees varies, depending on whether we achieve above-, at-, or below-target results. We recognize revenues on these contracts assuming that we will achieve at-target results, unless we estimate our cost at completion to be materially above or below target. If our estimated cost to complete the project indicates that our performance is, or will be, below target, we adjust our revenues down to the below-target estimate. If our estimate to complete the project indicates that our performance is above target, we do not adjust our revenues up to correspond with our estimated higher level of performance unless authorization to recognize additional revenues is obtained from appropriate levels of management.

     Labor costs and subcontractor services are the principal components of our direct costs on cost-plus contracts, although some include materials and other direct costs. Some of these contracts include a provision that the total actual costs plus the fee will not exceed a guaranteed price negotiated with the client. Others include rate ceilings that limit the reimbursement for general and administrative costs, overhead costs and materials handling costs. The accounting for these contracts appropriately reflects such guaranteed price or rate ceilings. Certain of our cost-plus contracts are subject to maximum contract values and accordingly revenues relating to these contracts are recognized as if these contracts were fixed-price contracts.

     Fixed-Price Contracts. We enter into two major types of fixed-price contracts:

•   Firm Fixed-Price (“FFP”). Our FFP contracts have historically accounted for most of our fixed-price contracts. Under FFP contracts, our clients pay us an agreed amount negotiated in advance for a specified scope of work. We recognize revenues on FFP contracts using the percentage-of-completion method described above. We do not adjust our revenues downward if we incur costs below our original estimated costs. Prior to completion, our recognized profit margins on any FFP contract depend on the accuracy of our estimates and will increase to the extent that our current estimates of aggregate actual costs are below amounts previously estimated. Conversely, if our current estimated costs exceed prior estimates, our profit margins will decrease and we may realize a loss on a project. In order to increase aggregate revenue on the contract, we generally must obtain a change order, contract modification, or successfully prevail in a claim in order to receive payment for the additional costs (see “Change Orders and Claims”).

•   Fixed-Price Per Unit (“FPPU”). Under our FPPU contracts, clients pay us a set fee for each service or production transaction that we complete. We are generally guaranteed a minimum number of service or production transactions at a fixed price, but our actual profit margins on any FPPU contract depend on the number of service transactions we ultimately complete. We recognize revenues under FPPU contracts as we complete and bill the related service transactions to our clients. If our current estimates of the aggregate average costs per service transaction turn out to exceed our prior estimates, our profit margins will decrease and we may realize a loss on the project. In order to increase aggregate revenues on a contract, we generally must obtain a change order, contract modification, or successfully prevail in a claim in order to receive payment for the additional costs (see “Change Orders and Claims”). Certain of our FPPU contracts are subject to maximum contract values and accordingly, revenues relating to these contracts are recognized as if these contracts were FFP contracts.

     Time-and-Materials Contracts. Under our time-and-materials contracts, we negotiate hourly billing rates and charge our clients based on the actual time that we spend on a project. In addition, clients reimburse us for our actual out-of-pocket costs of materials and other direct incidental expenditures that we incur in connection with our performance under the contract. Our profit margins on time-and-materials contracts fluctuate based on actual labor

56

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

and overhead costs that we directly charge or allocate to contracts compared with negotiated billing rates. The majority of our time-and-material contracts are subject to maximum contract values and, accordingly, revenues under these contracts are recognized under the percentage-of-completion method or as a revenue arrangement with multiple deliverables as described above. Revenues on contracts that are not subject to maximum contract values are recognized based on the actual number of hours we spend on the projects plus any actual out-of-pocket costs of materials and other direct incidental expenditures that we incur on the projects. Our time-and materials contracts also generally include annual billing rate adjustment provisions.

     Service-related contracts. Service-related contracts, including operations and maintenance services and a variety of technical assistance services, are accounted for over the period of performance, in proportion to the costs of performance, evenly over the period, or over units of production.

     Change Orders and Claims. Change orders are modifications of an original contract that effectively change the provisions of the contract without adding new provisions. Either we or our customer may initiate change orders. They may include changes in specifications or design, manner of performance, facilities, equipment, materials, sites and period of completion of the work. Claims are amounts in excess of agreed contract price that we seek to collect from our clients or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders that are either in dispute or are unapproved as to both scope and price, or other causes of unanticipated additional contract costs.

     Change orders and claims occur when changes are experienced once contract performance is underway. Change orders are sometimes documented and terms of such change orders agreed with the client before the work is performed. Sometimes circumstances require that work progresses without client agreement before the work is performed. Costs related to change orders and claims are recognized when they are incurred. Change orders are included in total estimated contract revenue when it is probable that the change order will result in a bona fide addition to contract value that can be reliably estimated. Claims are included in total estimated contract revenues to the extent that contract costs related to the claims have been incurred and when it is probable that the claim will result in a bona fide addition to contract value which can be reliably estimated. No profit is recognized on claims until final settlement occurs. This can lead to a situation where costs are recognized in one period and revenues are recognized when client agreement is obtained or claims resolution occurs, which can be in subsequent periods.

     We have contracts with the U.S. government that contain provisions requiring compliance with the U.S. Federal Acquisition Regulation (“FAR”), and the U.S. Cost Accounting Standards (“CAS”). These regulations are generally applicable to all of our federal government contracts and are partially or fully incorporated in many local and state agency contracts. They limit the recovery of certain specified indirect costs on contracts subject to the FAR. Cost-plus contracts covered by the FAR provide for upward or downward adjustments if actual recoverable costs differ from the estimate billed under forward pricing arrangements. Most of our federal government contracts are subject to termination at the convenience of the client. Contracts typically provide for reimbursement of costs incurred and payment of fees earned through the date of such termination.

     Federal government contracts are subject to the FAR and some state and local governmental agencies require audits, which are performed for the most part by the Defense Contract Audit Agency (“DCAA”). The DCAA audits our overhead rates, cost proposals, incurred government contract costs, and internal control systems. During the course of its audits, the DCAA may question incurred costs if it believes we have accounted for such costs in a manner inconsistent with the requirements of the FAR or CAS and recommend that our U.S. government corporate administrative contracting officer disallow such costs. Historically, we have not experienced significant disallowed costs as a result of such audits. However, we can provide no assurance that the DCAA audits will not result in material disallowances of incurred costs in the future.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Costs and Accrued Earnings in Excess of Billings on Contracts in Process and Billings in Excess of Costs and Accrued Earnings on Contracts in Process

     Costs and accrued earnings in excess of billings on contracts in process in the accompanying consolidated balance sheets represent amounts earned and reimbursable under contracts in progress. As of October 31, 2004 and 2003, costs and accrued earnings in excess of billings on contracts in progress were $413.4 million and $393.7 million, respectively. These amounts become billable according to the contract terms, which usually consider the passage of time, achievement of certain milestones or completion of the project. Generally, such unbilled amounts will be billed and collected over the next 12 months.

     Billings in excess of costs and accrued earnings on contracts in process in the accompanying consolidated balance sheets represent cash collected from clients on contracts in advance of revenues earned thereon, as well as advanced billings to clients in excess of costs and earnings on uncompleted contracts. It also includes provisions for losses on contracts, and reserves for audit and closing adjustments on both federal and state contracts. As of October 31, 2004 and 2003, billings in excess of costs and accrued earnings on contracts in process were $79.5 million and $83.0 million, respectively. We anticipate that the majority of such amounts will be earned over the next 12 months.

Allowance for Uncollectible Accounts Receivable

     We reduce our accounts receivable and costs and accrued earnings in excess of billings on contracts in process by estimating an allowance for amounts that may become uncollectible in the future. We determine our estimated allowance for uncollectible amounts based on management’s judgments regarding our operating performance related to the adequacy of the services performed or products delivered, the status of change orders and claims, our experience settling change orders and claims and the financial condition of our clients, which may be dependent on the type of client and current economic conditions that the client may be subject to.

Classification of Current Assets and Liabilities

     We include in current assets and liabilities amounts realizable and payable under contracts that extend beyond one year. Accounts receivable, accounts receivable – retainage, costs and accrued earnings in excess of billings on contracts in process, subcontractors payable, subcontractor retainage, and billings in excess of costs and accrued earnings on contracts in process each contain amounts that, depending on contract performance, resolution of U.S. government contract audits, negotiations, change orders, claims or changes in facts and circumstances, may not either be collectable or require payment within one year.

     Accounts receivable – retainage represents amounts billed to clients for services performed that, by their underlying contract terms, will not be paid until the projects are at or near completion. Correspondingly, subcontractors payable – retainage represents amounts billed to us by subcontractors for services performed that, by their underlying contract terms do not require payment by us until the projects are at or near completion.

Concentrations of Credit Risk

     Our accounts receivable and costs and accrued earnings in excess of billings on contracts in process are potentially subject to concentrations of credit risk. Concentrations of credit risk with respect to trade receivables are limited due to the large number of clients that comprise our customer base and their dispersion across different business and geographic areas. We estimate and maintain an allowance for potential uncollectible accounts and such estimates have historically been within management’s expectations. Our cash and cash equivalents balances are maintained in accounts held by major banks and financial institutions located primarily in the United States of America, Europe and Asia Pacific.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Cash and Cash Equivalents

     We consider all highly liquid investments with maturities of three months or less to be cash equivalents.

Fair Value of Financial Instruments

     At October 31, 2004 and 2003, the carrying amounts of some of our financial instruments including cash, accounts receivable, accounts payable and other liabilities approximate fair values due to their short maturities. The fair values of our Credit Facility and other variable rate debt is based on current interest rates and approximates fair values. The fair values of our other long-term debt obligations exceed the carrying values as disclosed in Note 5, “Current and Long-Term Debt.”

Property and Equipment

     Property and equipment are stated at cost. In the year assets are retired or otherwise disposed of, the costs and related accumulated depreciation are removed from the accounts, and any gain or loss on disposal is reflected in the Consolidated Statement of Operations and Comprehensive Income. Depreciation is provided on the straight-line and the double declining methods using estimated useful lives less residual value. Leasehold improvements are amortized over the length of the lease or estimated useful life, whichever is less. We capitalize our repairs and maintenance that extends the estimated useful lives of property and equipment; otherwise, repairs and maintenance are expensed.

Internal-Use Computer Software

     We expense or capitalize charges associated with development of internal-use software as follows:

     Preliminary project stage: Both internal and external costs incurred during this stage are expensed as incurred.

     Application development stage: Both internal and external costs incurred to purchase and develop computer software are capitalized after the preliminary project stage is completed and management authorizes the computer software project. However, training costs and the process of data conversion from the old system to the new system, which includes purging or cleansing of existing data, reconciliation or balancing of old data to the converted data in the new system, are expensed as incurred.

     Post-Implementation/Operation Stage: All training costs and maintenance costs incurred during this stage are expensed as incurred.

     Costs of upgrades and enhancements are capitalized if the expenditures will result in added functionality for the software. Capitalized software costs are depreciated using the straight-line method over the estimated useful life of the related software, which may be up to ten years. Impairment is measured and recognized in accordance with the Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which we adopted on November 1, 2002.

Goodwill

     Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”) requires at least an annual assessment for impairment of goodwill and other intangible assets. In addition to our annual test, we regularly evaluate whether events or circumstances have occurred which may indicate a possible impairment of goodwill.

     We believe the following methodology we use in testing impairment of goodwill, which includes significant judgments and estimates, provides us with a reasonable basis in determining whether an impairment charge should be

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

taken. In evaluating whether there is an impairment of goodwill, we calculate the estimated fair value of our company by using a methodology that considers discounted projections of our cash flows and the fair values of our debt and equity.

     We first determine our estimated projected cash flows and estimated residual values of each of our reporting units and discount those cash flows and residual values based on a selected discount rate (a discounted cash flows approach) to arrive at an estimated fair value of each reporting unit. The determination of our discount rate considers our cost of capital and the cost of capital of some of our industry peers. We then consider the average closing sales price of our common stock and the fair market value of our interest-bearing obligations to arrive at an estimate of the Company’s fair value (a market multiple approach). Our final estimate of the Company’s fair value is established considering our market multiple and discounted cash flows approaches.

     We allocate our final estimate of the Company’s fair value to our reporting units based on the relative proportion of each reporting unit’s estimated discounted cash flows to the total. A reporting unit, as defined in SFAS 142, is an operating segment or a component of a segment where (a) the component constitutes a business for which discrete financial information is available, and (b) management regularly reviews the operating results of that component. Our reporting units consist of the EG&G Division, the domestic operations of the URS Division and the international operations of the URS Division.

     We then compare the resulting fair values by reporting units to the respective net book values, including goodwill. If the net book value of a reporting unit exceeds its fair value, we measure the amount of the impairment loss by comparing the implied fair value (which is a reasonable estimate of the value of goodwill for the purpose of measuring an impairment loss) of the reporting unit’s goodwill to the carrying amount of that goodwill. To the extent that the carrying amount of a reporting unit’s goodwill exceeds its implied fair value, we recognize a goodwill impairment loss at that time. In evaluating whether there was an impairment of goodwill, we also take into consideration changes in our business mix and changes in our discounted cash flows, in addition to our average closing stock price. Based on our annual review of goodwill by using the above described methodology, we concluded that we did not have any impairment of goodwill as of October 31, 2004.

Purchased Intangible Assets

     We amortize our purchased intangible assets using the straight-line method over their estimated period of benefit, ranging from three to fourteen years.

Income Taxes

     We account for income taxes in accordance with Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Judgment is required in determining our worldwide provision for income taxes. In the normal course of our business, we may engage in numerous transactions every day for which the ultimate tax outcome (including the period in which the transaction will ultimately be included in taxable income or deducted as an expense) is uncertain. Additionally, we file income, franchise, gross receipts and similar tax returns in many jurisdictions. Our tax returns are subject to audit and investigation by the Internal Revenue Service, most states in the United States, and by various government agencies representing many jurisdictions outside the United States. We estimate and provide for additional income taxes that may be assessed by the various taxing authorities.

     We use the asset and liability approach for financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Income tax expense is the amount of tax payable for the period plus or minus the change in deferred tax assets and liabilities during the period.

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     Valuation allowances based on our judgments and estimates are established when necessary to reduce deferred tax assets to the amount expected to be realized and based on expected future operating results and available tax alternatives. Our estimates are based on facts and circumstances in existence as well as interpretations of existing tax regulations and laws applied to the facts and circumstances, with the help of professional tax advisors. Management believes that realization of deferred tax assets in excess of the valuation allowance is more likely than not.

Income Per Common Share

     Basic income per common share is computed by dividing net income available for common stockholders by the weighted-average number of common shares outstanding for the period. Diluted income per share of common stock is computed giving effect to all potentially dilutive shares of common stock that were outstanding during the period. Potentially dilutive shares of common stock consist of the incremental shares of common stock issuable upon the exercise of stock options and convertible preferred stock. Diluted income per share is computed by dividing net income available for common stockholders plus preferred stock dividends by the weighted-average common share and potentially dilutive common shares that were outstanding during the period.

     In March 2004, the Emerging Issues Task Force (“EITF”) of the Financial Accounting Standards Board (“FASB”) issued EITF Consensus No. 03-06, “Participating Securities and the Two-class Method” (“EITF 03-06”). EITF 03-06 requires us to compute our basic earnings per share (“EPS”) by using the two-class method as we had outstanding shares of convertible participating preferred stock in the prior years. In accordance with the disclosure requirements of Statement of Financial Accounting Standards No. 128, “Earnings per Share” (“SFAS 128”) and EITF 03-06, a reconciliation of the numerator and denominator of basic and diluted income per common share under the two-class method is provided as follows:

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	Years ended October 31,
	2004		2003		2002
	(In thousands, except per share amounts)
Numerator—Basic
Net income after preferred stock dividend	$	61,704	$	58,104	$	49,232
Deduct: net income allocated to convertible participating preferred stockholders under the two-class method		—		894		907
Net income available for common stockholders	$	61,704	$	57,210	$	48,325
Denominator—Basic
Weighted-average common stock shares outstanding assuming participating preferred stock converted to common stock shares		39,123		32,688		22,554
Less: weighted-average shares associated with convertible participating preferred stock		—		504		416
Weighted-average common stock shares outstanding		39,123		32,184		22,138
Basic income per share	$	1.58	$	1.78	$	2.18
Numerator—Diluted
Net income after preferred stock dividend	$	61,704	$	58,104	$	49,232
Preferred stock dividend		—		—		5,939
Deduct: net income allocated to convertible participating preferred stockholders under the two-class method		—		1,180		845
Net income available for common stockholders	$	61,704	$	56,924	$	54,326
Denominator—Diluted
Weighted-average common stock shares outstanding assuming participating preferred stock converted to common stock shares		39,123		32,688		22,554
Effect of dilutive securities:
Stock options		1,231		354		1,194
Less: weighted-average shares associated with convertible participating preferred stock		—		504		416
Convertible preferred stock		—		—		3,390
Weighted-average common stock shares outstanding considering the effect of dilutive securities		40,354		32,538		26,722
Diluted income per share	$	1.53	$	1.76	$	2.03

     Our 6 1/2% Convertible Subordinated Debentures (“6 1/2% debentures”) are due in 2012 and are convertible into shares of our common stock at the rate of $206.30 per share. However, the effect of the assumed conversion of our 6 1/2% debentures was not included in our computation of diluted income per share because it would be anti-dilutive.

     Potential shares associated with outstanding stock options not included in our computation of diluted income per share in the periods presented were 52 thousand, 3.1 million, and 66 thousand shares, respectively for fiscal years 2004, 2003 and 2002. They were excluded because the exercise price of the option was greater than the average per share market value of our common stock.

Stock-Based Compensation

     We account for stock issued to employees and outside directors in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). Accordingly, compensation cost is

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measured based on the excess, if any, of the market price of our common stock over the exercise price of a stock option, determined on the date the option is granted.

     Statement of Financial Accounting Standard No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” (“SFAS 148”), requires prominent disclosure in both annual and interim financial statements of the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS 148 also requires disclosure of pro forma results on an interim basis as if we had applied the fair value recognition provisions of Statement of Financial Accounting Standard No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”).

     We continue to apply APB 25 and related accounting interpretations for our 1991 Stock Incentive Plan and 1999 Equity Incentive Plan (collectively, the “Plans”). All of our options are awarded with an exercise price that is equal to the market price of our common stock on the date of the grant and accordingly, no compensation cost has been recognized in connection with options granted under the Plans. For disclosures required by SFAS 123, we use the Black-Scholes option pricing model to calculate the estimated stock option compensation expense based on the fair value of stock options granted and the following assumptions.

	2004		2003		2002
Risk-free interest rates		3.80%-4.53%		3.31%-4.42%	3.77%-5.44%
Expected life	7.23 years		7.32 years		7.6 years
Volatility	45.80%		47.59%		45.66%
Expected dividends	None		None		None

     If the compensation cost for awards under the Plans had been determined in accordance with SFAS 123, as amended, our net income and earnings per share would have been reduced to the pro forma amounts indicated below:

	Years Ended October 31,
	2004		2003		2002
	(In thousands, except per share amount)
Numerator — Basic
Net income:
As reported	$	61,704	$	58,104	$	49,232
Add: Total stock-based compensation expense as reported		2,643		2,525		1,408
Deduct: net income allocated to convertible participating preferred stockholders under the two-class method		—		894		907
Deduct: Total stock-based compensation expense determined under fair value based method for all awards, net of tax		11,922		9,385		10,213
Pro forma net income	$	52,425	$	50,350	$	39,520
Denominator — Basic
Weighted-average common stock shares outstanding		39,123		32,184		22,138
Basic income per share:
As reported	$	1.58	$	1.78	$	2.18
Pro forma	$	1.34	$	1.57	$	1.79

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	Years Ended October 31,
	2004		2003		2002
	(In thousands, except per share amount)
Numerator — Diluted
Net income:
As reported	$	61,704	$	58,104	$	49,232
Preferred stock dividends		—		—		5,939
Net income		61,704		58,104		55,171
Add: Total stock-based compensation expense as reported		2,643		2,525		1,408
Deduct: net income allocated to convertible participating preferred stockholders under the two-class method		—		1,180		845
Deduct: Total stock-based compensation expense determined under fair value based method for all awards, net of tax		11,922		9,385		10,213
Pro forma net income	$	52,425	$	50,064	$	45,521
Denominator — Diluted
Weighted-average common stock shares outstanding		40,354		32,538		26,722
Diluted income per share:
As reported	$	1.53	$	1.76	$	2.03
Pro forma	$	1.30	$	1.55	$	1.71

     See further discussion on our stock options under Note 9. “Stockholders’ Equity”

Adopted and Recently Issued Statements of Financial Accounting Standards

     In January 2003, the FASB issued Financial Accounting Standards Board Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”), an interpretation of Accounting Research Bulletin No. 51, “Consolidated Financial Statements.” FIN 46 requires a variable interest entity (“VIE”) to be consolidated by the primary beneficiary of that VIE. In December 2003, the FASB issued FIN 46 (revised December 2003), “Consolidation of Variable Interest Entities” (“FIN 46-R”), to address certain FIN 46 implementation issues. Although we have no special purpose entities (“SPEs”) as defined in FIN 46, we evaluated the impact of FIN 46 related to our joint ventures with third parties. We adopted FIN 46-R as of April 30, 2004.

     In general, we account for non-special purpose entities (“non-SPEs”) in accordance with Emerging Issues Task Force Consensus No. 00-01, “Investor Balance Sheet and Income Statement Display under the Equity Method for Investments in Certain Partnerships and Other Ventures” (“EITF 00-01”), or in accordance with the equity method of accounting. Our adoption of FIN 46-R did not have a material impact on the accounting for these non-SPEs and we continue to account them under the equity method or under EITF 00-01, as appropriate.

     FIN 46-R requires that all entities, regardless of whether or not a special purpose entity, created subsequent to January 31, 2003, be evaluated for consolidation purposes. We have not entered into any joint venture or partnership agreements subsequent to January 31, 2003 where the accounting for such agreements would be materially different than our historical method of accounting for such entities using the equity method or under EITF 00-01, as appropriate. Future joint venture or partnership agreements that we enter into that would require consolidation under FIN 46-R could have a material impact on our consolidated financial statements. In addition, facts and circumstances related to existing joint ventures or partnership agreements may require consolidation in future accounting periods.

     In December 2003, the FASB issued Statement of Financial Accounting Standards No. 132 (Revised), “Employer’s Disclosure about Pensions and Other Postretirement Benefits” (“Revised SFAS 132”). Revised

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SFAS 132 requires additional disclosures relating to assets, obligations, cash flows and net periodic benefit cost. Revised SFAS 132 is effective for fiscal years ending after December 15, 2003, except that certain disclosures are effective for fiscal years ending after June 15, 2004. Interim period disclosures are effective for interim periods beginning after December 15, 2003 and were included in our Form 10-Q commencing with the period ended April 30, 2004. Our required Revised SFAS 132 disclosures are included in Note 10, “Employee Retirement Plans.”

     On December 17, 2003, the Staff of the Securities and Exchange Commission (“SEC” or the “Staff”) issued Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”), which supersedes Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements.” SAB 104’s primary purpose is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, which was effectively superseded as a result of the issuance of Emerging Issues Task Force Consensus No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables” (“EITF 00-21”). While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB 104. SAB 104 applies to our service related contracts. SAB 104 does not have a material impact on our consolidated financial statements.

     On December 8, 2003, the Medicare Prescription Drug Improvement and Modernization Act of 2003 (the “Medicare Act”) was signed into law. The Medicare Act introduced a prescription drug benefit under Medicare (Medicare Part D) and a federal subsidy to sponsors of retirement health care plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. On January 12, 2004 and May 19, 2004, the FASB issued FASB Staff Position No. 106-1 and 106-2, respectively, both entitled “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (“FSP 106-1” and “FSP 106-2”). FSP 106-2 supersedes FSP 106-1. FSP 106-2 provides guidance on accounting for the effects of the Medicare Act and requires specific disclosures. Detailed regulations necessary to implement the Medicare Act have not been issued, including those that would specify the manner in which actuarial equivalency must be determined, the evidence required to demonstrate actuarial equivalency, and the documentation requirements necessary to be entitled to the subsidy. Based on an analysis of the Medicare Act, FSP 106-2, and facts available to us, we formed a conclusion that the majority of the health care benefits we provide to retirees is not actuarially equivalent to Medicare Part D and therefore, the effects of the Medicare Act would not have a significant impact on our consolidated financial statements.

     If it is later determined that the drug benefit is actuarially equivalent based on new information available to us, a re-measurement of plan assets and obligations will be performed on the date that actuarial equivalence is determined and the effect of the subsidy will be treated as an actuarial gain. Based on current facts and circumstances, our measures of the accumulated post-retirement benefit obligation and net periodic pension costs of our post-retirement plans do not reflect any amount associated with the subsidy. We believe that other effects of the Act to be considered at the next measurement date will not have a significant effect on our financial statements.

     On April 9, 2004, the FASB issued FASB Staff Position No. 129-1, “Disclosure of Information about Capital Structure, Relating to Contingently Convertible Securities” (“FSP 129-1”). FSP 129-1 clarifies that the disclosure requirements of Statement of Financial Accounting Standards No. 129, “Disclosure of Information about Capital Structure” apply to all contingently convertible securities and to their potentially dilutive effects on earnings per share (“EPS”), including those for which the criteria for conversion have not been satisfied, and thus are not included in the computation of diluted EPS. The guidance in FSP 129-1 is effective immediately and applies to all existing and newly created securities. Our required FSP 129-1 disclosures are included above under “Income Per Common Share.” Our 6 1/2% debentures are convertible into shares of our common stock; however, the number of shares which they could be converted into is not material to our income per share computation and inclusion of the assumed conversion of our 6 1/2% debentures in our EPS computation would be anti-dilutive. As a result, the conversion effect of our 6 1/2% debentures was excluded from our diluted EPS computation at October 31, 2004.

     In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123 (Revised), “Share-Based Payment” (“Revised SFAS 123”). Revised SFAS 123 replaces SFAS 123 and supersedes APB 25.

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Revised SFAS 123 is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. Revised SFAS 123 requires that the costs resulting from all share-based payment transactions be recognized in the financial statements. Revised SFAS 123 applies to all awards granted after the required effective date, and shall not apply to awards granted in periods before the required effective date, except if prior awards are modified, repurchased or cancelled after the effective date. Revised SFAS 123 also amends Statement of Financial Accounting Standards No. 95, “Statement of Cash Flows,” to require that excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.

     Adoption of Revised SFAS 123 will require us to record an expense for our equity-related compensation plans using the fair value method and will have a significant impact on our financial statements as we historically have recorded our compensation cost in accordance with APB 25, which does not require the recording of an expense for our equity related compensation plans if stocks were granted at a price equal to the fair market value of the stocks on the grant date.

     On December 21, 2004, the FASB issued FASB Staff Position No. 109-1, “Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004,” which provides guidance on applying FASB Statement No. 109, “Accounting for Income Taxes,” to the tax deduction on qualified production activities under the American Jobs Creation Act of 2004 (“the Act”). In addition, FASB issued FASB Staff Position No. 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004,” which provides guidance on the Act’s repatriation provision. We are currently evaluating the impact of the provisions of the FASB guidance related to qualified production activities on our effective tax rate in future periods. The FASB has also provided guidance for the appropriate point at which a Company should reflect in its financial statements the effects of a one time tax benefit on the repatriation of foreign earnings. We are currently evaluating the impact of the provisions of the FASB guidance related to the repatriation of foreign earnings.

     In September 2004, the Emerging Issues Task Force reached a final consensus on Issue No. 04-08, “The Effect of Contingently Convertible Debt on Diluted Earnings per Share” (“EITF 04-08”). Contingently convertible debt instruments are financial instruments that add a contingent feature to a convertible debt instrument. The conversion feature is triggered when one or more specified contingencies occur and at least one of these contingencies is based on market price. Prior to the issuance of EITF 04-08, SFAS 128 had been widely interpreted to allow the exclusion of common shares underlying contingently convertible debt instruments from the calculation of diluted “EPS” in instances where conversion depends on the achievement of a specified market price of the issuer’s shares. The consensus requires that these underlying common shares be included in the diluted EPS computations, if dilutive, regardless of whether the market price contingency or any other contingent factor has been met. The only convertible debt we had for the fiscal years 2004, 2003 and 2002 was our 6 1/2% debentures, which has no contingent conversion features, including market value triggers; therefore, EITF 04-08 has no effect to our consolidated financial statements.

Reclassifications

     We have made reclassifications to our 2003 and 2002 financial statements to conform them to the 2004 presentation. These reclassifications have no effect on consolidated net income, net cash flows and equity as they were previously reported.

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NOTE 2. PROPERTY AND EQUIPMENT

     Property and equipment consists of the following:

	October 31,
	2004			2003
	(In thousands)
Equipment	$	149,144		$	156,170
Furniture and fixtures		20,414			26,334
Leasehold improvements		31,486			29,657
Construction in progress		4,802			2,643
		205,846			214,804
Accumulated depreciation and amortization		(99,448	)		(101,983	)
		106,398			112,821
Capital leases (1)		80,607			78,437
Accumulated amortization		(43,793	)		(40,705	)
		36,814			37,732
Property and equipment at cost, net	$	143,212		$	150,553

(1) Our capital leases consist primarily of equipment and furniture and fixtures.

     As of October 31, 2004 and 2003, we capitalized internal-use software development costs of $58.8 million and $58.3 million, respectively. We amortize the capitalized software costs using the straight-line method over an estimated useful life of ten years.

     Property and equipment is depreciated by using the following estimated useful life.

	Estimated Useful Life
Equipment	4 – 10 years
Capital leases	3 – 10 years
Furniture and fixtures	5 – 10 years
Leasehold improvements	9 months – 20 years

     Depreciation expenses of property and equipment for the fiscal years ended 2004, 2003 and 2002 were $38.3 million, $39.9 million, and $33.7 million, respectively.

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NOTE 3. PURCHASED INTANGIBLE ASSETS

     Purchased intangible assets is comprised of $10.6 million in market value of customer backlog, $3.9 million of software acquired, and $1.0 million of favorable leases as a result of the EG&G acquisition. As of October 31, 2004 and 2003, the cost and accumulated amortization of our purchased intangible assets were as follows:

					Favorable
	Backlog		Software		Leases		Total
			(In thousands)
As of October 31, 2004
Purchased intangible assets	$	10,600	$	3,900	$	950	$	15,450
Less: accumulated amortization		4,079		2,852		275		7,206
Purchased intangible assets, net	$	6,521	$	1,048	$	675	$	8,244
As of October 31, 2003
Purchased intangible assets	$	10,600	$	3,900	$	950	$	15,450
Less: accumulated amortization		2,358		1,551		150		4,059
Purchased intangible assets, net	$	8,242	$	2,349	$	800	$	11,391

     The Purchased intangible assets are amortized using the straight-line method based on the estimated useful life of the intangible assets. Amortization expenses of our purchased intangible assets for the years ended October 31, 2004 and 2003 were $3.1 million and $4.1 million respectively.

     The following table presents the estimated future amortization expense of purchased intangible assets:

	Estimated future amortization expenses
					Favorable
	Backlog		Software		Leases		Total
	(In thousands)
2005	$	1,546	$	1,048	$	126	$	2,720
2006		1,407		—		112		1,519
2007		903		—		97		1,000
2008		499		—		97		596
2009		331		—		97		428
Thereafter		1,835		—		146		1,981
	$	6,521	$	1,048	$	675	$	8,244

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NOTE 4. INCOME TAXES

     The components of income tax expense are as follows:

	Years Ended October 31,
	2004		2003		2002
	(In thousands)
Current:
Federal	$	28,713	$	22,898	$	19,832
State and local		6,196		4,632		2,786
Foreign		2,111		4,251		3,786
Subtotal		37,020		31,781		26,404
Deferred:
Federal		1,056		5,478		9,787
State and local		128		770		1,375
Foreign		1,336		701		(1,626	)
Subtotal		2,520		6,949		9,536
Total tax provision	$	39,540	$	38,730	$	35,940

     As of October 31, 2004, we had available domestic net operating losses (“NOLs”) for federal income tax purposes of $11.4 million. Utilization of the NOLs is limited pursuant to Section 1503 of the Internal Revenue Code and will be utilized against income of certain subsidiaries. $7.2 million of NOLs will be carried forward and will expire in fiscal year 2022 and $4.2 million of NOLs are available to be carried back for refund. We also have $16.6 million of foreign NOLs available, which expire at various dates. These foreign NOLs are available only to offset income earned in foreign jurisdictions.

     While we have available NOLs, which partially offset otherwise taxable income for federal income tax purposes, for state tax purposes, such amounts are not necessarily available to offset income subject to tax.

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     The significant components of our deferred tax assets and liabilities are as follows:

     Deferred tax assets/(liabilities) resulting from:

	As of October 31,
	2004			2003			2002
	(In thousands)
Current:
Allowance for doubtful accounts	$	6,049		$	5,566		$	5,115
Net operating losses		¾			3,268			7,934
Inventory		¾			¾			124
Payroll related and other accruals		25,064			16,679			15,381
Current deferred tax asset		31,113			25,513			28,554
Revenue retentions		(405	)		(393	)		(825	)
Prepaid expenses		(275	)		(193	)		(467	)
Contingent liabilities		1,176			319			3,571
Costs and accrued earnings in excess of billings on contracts in process		(14,997	)		(11,931	)		(12,938	)
Current deferred tax liability		(14,501	)		(12,198	)		(10,659	)
Net current deferred tax asset	$	16,612		$	13,315		$	17,895
Non-Current:
Deferred compensation and pension	$	8,503		$	5,440		$	3,657
Self-insurance contingency accrual		1,769			2,428			245
Depreciation and amortization		(4,999	)		(5,171	)		(1,503	)
Income Tax credits		6,257			2,314			1,596
Net operating losses		10,314			7,225			7,391
Gross non-current deferred tax asset		21,844			12,236			11,386
Valuation allowance		¾			(309	)		(572	)
Net non-current deferred tax asset		21,844			11,927			10,814
Acquisition liabilities		(319	)		(53	)		¾
Other deferred gain and unamortized bond premium		¾			¾			(501	)
Depreciation and amortization		(54,960	)		(46,637	)		(32,040	)
Other accruals		1,958			1,837			3,010
Non-current deferred tax liability		(53,321	)		(44,853	)		(29,531	)
Net non-current deferred tax liability	$	(31,477	)	$	(32,926	)	$	(18,717	)

     We have recorded deferred tax assets and liabilities. Our deferred tax assets arise from temporary differences in the recognition of accruals, primarily compensation-related accruals, available net operating losses and allowances for doubtful accounts. Our current deferred tax assets at October 31, 2004 increased from the balance at October 31, 2003 due to an increase in various compensation accruals. Our current deferred tax liabilities primarily arise from temporary differences in the recognition of costs and accrued earnings in excess of billings on contracts in process. Total tax deductible goodwill resulting from the Dames & Moore and EG&G acquisitions amounted to $352.1 million. As of October 31, 2004, $211.4 million of goodwill was unamortized for tax purposes. The difference between tax and financial statement cumulative amortization on tax deductible goodwill gives rise to a long-term deferred tax liability. Our net non-current deferred tax liabilities decreased slightly, as increases in deferred tax liabilities generated by tax deductible goodwill were offset by increases in deferred tax assets related to tax credits, net operating losses and deferred compensation and pension programs.

     The change in the total valuation allowance related to deferred tax assets for the fiscal year ended October 31, 2004 compared to fiscal year ended October 31, 2003 and for the fiscal year ended October 31, 2003 compared to

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fiscal year ended October 31, 2002, resulted from a decrease of $0.3 million attributable to the utilization of domestic net operating losses in each of the years.

     Earnings from our foreign subsidiaries are indefinitely reinvested outside of our home tax jurisdiction and thus pursuant to Accounting Principles Board Opinion No. 23, “Accounting for Income Taxes — Special Areas,” we do not recognize a deferred tax liability for the tax effect of the excess of the book over tax basis of our investments in our foreign subsidiaries.

     The difference between total tax expense and the amount computed by applying the statutory federal income tax rate to income before taxes is as follows:

	Years Ended October 31,
	2004			2003			2002
	(In thousands)
Federal income tax expense based upon federal statutory tax rate of 35%	$	35,436		$	33,892		$	31,889
Non-deductible meals and entertainment		1,397			893			1,261
Other non-deductible expenses		1,007			1,310			760
Tax Attributes		(1,549	)		(1,393	)		(1,691	)
Foreign earnings taxed at rates lower than U.S. statutory rate		(30	)		66			220
State taxes, net of federal benefit		4,270			4,550			3,996
Purchase price adjustment on acquisition		(1,496	)		—			—
Other adjustments		505			(588	)		(495	)
Total taxes provided	$	39,540		$	38,730		$	35,940

     The American Jobs Creation Act of 2004 (the “Act”) was signed into law in October 2004 and has several provisions that may impact our income taxes in the future, including the repeal of the extraterritorial income exclusion, incentives for the repatriation of foreign income through December 2004, and a deduction related to qualified production activities taxable income. The FASB proposed that the qualified production activities deduction is a special deduction and will have no impact on deferred taxes existing at the enactment date. Rather, the impact of this deduction will be reported in the period in which the deduction is claimed on our tax return. We are currently evaluating the impact of the FASB guidance related to qualified production activities on our effective tax rate in future periods. The FASB also provided guidance for the appropriate point at which a Company should reflect in its financial statements the effects of a one time tax benefit on the repatriation of foreign earnings. We are currently evaluating the impact of the provisions of the FASB guidance related to the repatriation of foreign earnings.

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NOTE 5. CURRENT AND LONG-TERM DEBT

     Current and long-term debt consists of the following:

	As of October 31,
	2004		2003
	(In thousands)
Bank term loans, payable in quarterly installments	$	353,808	$	357,808
12 1/4% senior subordinated notes due 2009		10,000		200,000
11 1/2% senior notes due 2009 (net of discount and issue costs of $2,130 and $3,943)		127,870		196,057
Revolving line of credit		5,250		—
6 1/2% convertible subordinated debentures due 2012 (net of bond issue costs of $18 and $21)		1,780		1,777
8 5/8% senior subordinated debentures due 2004 (net of discount and bond issue costs of $0 and $210)		—		6,245
Obligations under capital leases		36,269		39,796
Notes payable, foreign credit lines and other indebtedness		8,760		10,910
		543,737		812,593
Less:
Current maturities of long-term debt		23,924		6,790
Current maturities of notes payable		4,185		3,415
Current maturities of capital leases		13,510		13,680
	$	502,118	$	788,708

Our Senior Secured Credit Facility

     Our Senior Secured Credit Facility (“Credit Facility”) consists of two term loans, Term Loan A and Term Loan B, and a revolving line of credit. Borrowings under the Credit Facility bear interest at either a base rate or a Eurodollar rate plus, in each case, an interest rate margin that varies with our financial performance. As of October 31, 2004 and 2003, we had $353.8 million and $357.8 million in principal amounts outstanding, respectively, under the term loan facilities. As of October 31, 2004 and 2003, the interest rates on Term Loan A were 3.94% and 4.39%, respectively. The interest rates on Term Loan B were 3.94% and 4.89%, respectively, at October 31, 2004 and 2003. As of October 31, 2004, we had drawn $5.3 million on our revolving line of credit and had outstanding standby letters of credit aggregating to $56.1 million, reducing the amount available to us under our revolving credit facility to $163.6 million. As of October 31, 2003, we had no outstanding balance on our revolving line of credit and had outstanding standby letters of credit aggregating to $57.5 million, reducing the amount available to us under our revolving credit facility to $142.5 million.

     Principal amounts under Term Loan A and Term Loan B became due and payable on a quarterly basis beginning January 31, 2003, with final payment due on August 22, 2007 and 2008, respectively. The revolving credit facility will expire and be payable in full on August 22, 2007.

     Our obligations under our Credit Facility, our 12 1/4% notes and our 11 1/2% notes have been substantially guaranteed by all of our domestic subsidiaries. See further discussion at Note 14, “Supplemental Guarantor Information” to our “Consolidated Financial Statements and Supplementary Data” included under Item 8 of this report.

     We have amended our Credit Facility on six separate occasions. The first amendment, dated January 30, 2003, increased our maximum leverage ratios through January 31, 2004, and increased the interest rate margins by

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0.25% on our Credit Facility, but also provided that if we achieved the original leverage ratio of 3.90:1 or less at October 31, 2003, the original interest rate margins would be restored. Because we achieved this ratio, the original interest rate margins were restored in January 2004. The second amendment, dated November 6, 2003, enabled us to repurchase and redeem our 11 1/2% Senior Notes (“11 1/2% notes”), 12 1/4% Senior Subordinated Notes (“12 1/4% notes”) and/or our 6 1/2% debentures with the entire proceeds of an equity issuance up to $220.0 million. The third amendment, dated December 16, 2003, reduced the interest rate margins on Term Loan B. The fourth amendment, dated March 29, 2004, increased the equity offering proceeds that could be used to repurchase or redeem our outstanding notes and debentures to $300.0 million and permitted us to borrow unsecured debt and/or use our revolving line of credit for this purpose if our leverage ratio was less than 2.50 after giving effect to the transaction. The fifth amendment, dated June 4, 2004, reduced the interest rate margins on our Credit Facility, upon attaining credit ratings of BB from Standard & Poor and Ba2 from Moody’s, to 1.0% for base rate borrowings and to 2.0% for Eurodollar borrowings. We also increased the credit limit on our revolving line of credit to $225.0 million and increased the outstanding amount of our Term Loan B by $25.0 million. The sixth amendment, dated November 29, 2004, permitted us to change our fiscal year to a calendar year.

     As of October 31, 2004, we were in compliance with all of our Credit Facility covenants.

Revolving Line of Credit

     As a part of our Credit Facility, we maintain a revolving line of credit to fund daily operating cash needs and to support standby letters of credit. During the ordinary course of business, the use of the revolving line of credit is determined by collection and disbursement activities. Our daily cash needs follow a predictable pattern that typically parallels our payroll cycles, which drive, as necessary, our short-term borrowing requirements.

     Our average daily revolving line of credit balances for the fiscal year ended October 31, 2004 and 2003 were $22.7 million and $20.5 million, respectively. The maximum amounts outstanding at any one point in time during the fiscal year ended October 31, 2004 and 2003 were $74.6 million and $70.0 million, respectively.

     As of October 31, 2004, we had an outstanding balance of $5.3 million under our revolving line of credit. On October 31, 2003, we had no outstanding balance. The effective average interest rates paid on the revolving line of credit during the fiscal year ended October 31, 2004 and 2003 were approximately 5.3% and 6.1%, respectively.

Notes

     11 1/2% Senior Notes. In August 2002, we issued $200.0 million in aggregate principal amount due at maturity of our 11 1/2% notes due 2009 for proceeds, net of $4.7 million of original issue discount, of approximately $195.3 million. Interest on our 11 1/2% notes is payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2003. These notes are effectively subordinate to our Credit Facility, capital leases, notes payable and senior to our subordinated indebtedness, including our 12 1/4% notes, and our 6 1/2% debentures described below. As of October 31, 2004 and 2003, $130.0 million and $200.0 million of the notes were outstanding, respectively.

     Substantially all of our domestic subsidiaries fully and unconditionally guarantee our 11 1/2% notes on a joint and several basis. We may redeem any of our 11 1/2% notes beginning on September 15, 2006 at the following redemption prices (expressed as percentages of the principal amount of our 11 1/2% notes so redeemed), if we do so during the 12-month period commencing on September 15 of the years set forth below, plus, in each case, accrued and unpaid interest, if any, to the date of redemption:

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Year	Redemption Price
2006		105.750	%
2007		102.875	%
2008		100.000	%

     In addition, at any time prior to or on September 15, 2005, we had the ability to redeem up to 35% of the principal amount of our 11 1/2% notes then outstanding with the net cash proceeds from the sale of capital stock. We exercised this option by redeeming $70.0 million of the principal amount of our notes on May 14, 2004 at 111.50% of the principal amount redeemed.

     If we undergo a change of control, we may be required to repurchase our 11 1/2% notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase.

     The indenture governing our 11 1/2% notes contains certain covenants that limit our ability to incur additional indebtedness, pay dividends or make distributions to our stockholders, repurchase or redeem capital stock, make investments or other restricted payments, incur subordinated indebtedness secured by a lien, enter into transactions with our stockholders and affiliates, sell assets and merge or consolidate with other companies. The indenture governing our 11 1/2% notes also contains customary events of default, including payment defaults, cross-defaults, breach of covenants, bankruptcy and insolvency defaults and judgment defaults. We were fully compliant with all covenants of our 11 1/2% notes as of October 31, 2004.

     12 1/4% Senior Subordinated Notes. As of October 31, 2004 and 2003, we had $10 million and $200 million, respectively, of our 12 1/4% notes due 2009 outstanding. Interest is payable semi-annually in arrears on May 1 and November 1 of each year. Our 12 1/4% notes are effectively subordinate to our Credit Facility, our 11 1/2% notes, capital leases and notes payable.

     Substantially all of our domestic subsidiaries fully and unconditionally guarantee our 12 1/4% notes on a joint and several basis. We may redeem our 12 1/4% notes, in whole or in part, at any time on or after May 1, 2004 at the following redemption prices (expressed as percentages of the principal amount of our 12 1/4% notes so redeemed) plus, in each case, accrued and unpaid interest, if any, to the date of redemption:

Year	Redemption Price
2004		106.125	%
2005		104.083	%
2006		102.041	%
2007 and thereafter		100.000	%

     Since May 14, 2004 we redeemed $190.0 million of the notes at a redemption price of 106.125%.

     If we undergo a change of control, we may be required to repurchase our 12 1/4% notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase.

     The indenture governing our 12 1/4% notes contains certain covenants that limit our ability to incur additional indebtedness, pay dividends or make distributions to our stockholders, repurchase or redeem capital stock, make investments or other restricted payments, incur subordinated indebtedness secured by a lien, enter into transactions with our stockholders and affiliates, sell assets and merge or consolidate with other companies. The indenture governing our 12 1/4% notes also contains customary events of default, including payment defaults, cross-defaults, breach of covenants, bankruptcy and insolvency defaults and judgment defaults. We were fully compliant with all covenants of our 12 1/4% notes as of October 31, 2004.

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Debentures

     8 5/8% Senior Subordinated Debentures. As of October 31, 2003, we owed $6.5 million on our 8 5/8% debentures, all of which were retired on January 15, 2004. Interest on these debentures was payable semi-annually in January and July of each year.

     6 1/2% Convertible Subordinated Debentures. Our 6 1/2% debentures are due in 2012 and are convertible into shares of our common stock at the rate of $206.30 per share. Interest on these debentures is payable semi-annually in February and August of each year. Sinking fund payments calculated to retire 70% of our 6 1/2% debentures prior to maturity began in February 1998. Our 6 1/2% debentures are subordinate to our Credit Facility, our 11 1/2% notes, capital leases and notes payable. As of October 31, 2004 and 2003, we owed $1.8 million on our 6 1/2% debentures.

Notes Payable, Foreign Credit Lines and Other Indebtedness

     As of October 31, 2004 and 2003, we had $8.8 million and $10.9 million, respectively, in outstanding notes payable. Notes payable primarily include notes used to finance the purchase of office equipment, computer equipment and furniture. These notes typically have three-year to five-year initial terms with interest rates ranging from approximately 5% to 11%. The year-end weighted average interest rate was approximately 6.2% at October 31, 2004.

     We maintain foreign lines of credit, which are collateralized by the assets of our foreign subsidiaries. As of October 31, 2004 and 2003, we had no outstanding amounts and we had $3.0 million and $2.8 million available under these foreign lines of credit, respectively.

Fair Value of Financial Instruments

     The fair values of our 11 1/2% notes and our 12 1/4% notes will fluctuate depending on market conditions and our performance and at times may differ from their carrying values. As of October 31, 2004 and 2003, the total aggregate fair values of our 11 1/2% notes and our 12 1/4% notes based on quoted market prices were approximately $161.5 million and $450.8 million, respectively.

Maturities

     The amounts of long-term debt outstanding (excluding capital leases) at October 31, 2004, maturing in the next five years are as follows:

	(In thousands)
2005	$	27,674
2006		36,997
2007		38,559
2008		262,846
2009		139,600
Thereafter		1,792
	$	507,468

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Costs Incurred for Extinguishment of Debt

     As a result of the aforementioned redemptions of our 11 1/2% notes and our 12 1/4% notes, we incurred $28.2 million in costs to extinguish this debt during the fiscal year ended October 31, 2004, as detailed below:

	11 1/2%		12 1/4% Senior
	Senior Notes		Subordinated Notes		Total
			(In millions)
Write-off of pre-paid financing fees, debt issuance costs and discounts	$	5.2	$	3.3	$	8.5
Call premiums		8.1		11.6		19.7
Total	$	13.3	$	14.9	$	28.2

     The write-off of the pre-paid financing fees, debt issuance costs and discounts and the amounts paid for call premiums are included in the indirect, general and administrative expenses of our Consolidated Statements of Operations and Comprehensive Income.

NOTE 6. OBLIGATIONS UNDER LEASES

     Total rental expense included in operations for operating leases for the fiscal years ended October 31, 2004, 2003 and 2002, totaled $91.9 million, $92.0 million and $81.7 million, respectively. Some of the operating leases are subject to renewal options and escalation based upon property taxes and operating expenses. These operating lease agreements expire at varying dates through 2014. Obligations under operating leases include building, office, and other equipment rentals. Obligations under capital leases include leases on vehicles, office equipment and other equipment.

     Obligations under non-cancelable lease agreements are as follows:

	Capital		Operating
	Leases		Leases
	(In thousands)
2005	$	15,293	$	85,438
2006		12,185		78,077
2007		7,044		70,661
2008		3,954		59,916
2009		1,256		50,153
Thereafter		55		105,828
Total minimum lease payments	$	39,787	$	450,073
Less: amounts representing interest		3,518
Present value of net minimum lease payments	$	36,269

NOTE 7. SEGMENT AND RELATED INFORMATION

     We operate our business through two segments: the URS Division and the EG&G Division. Our URS Division provides a comprehensive range of professional planning and design, program and construction management, and operations and maintenance services to the U.S. federal government, state and local government agencies, and private industry clients in the United States and internationally. Our EG&G Division provides operations and

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maintenance, systems engineering and technical assistance, and program management services to various U.S. federal government agencies, primarily the Departments of Defense and Homeland Security.

     These two 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. The information disclosed in our consolidated financial statements is based on the two segments that comprise our current organizational structure.

     The following table presents summarized financial information of our reportable segments. Included in the “Eliminations” column are elimination of inter-segment sales and elimination of investment in subsidiaries. We have reclassified our reporting segment information for the prior years to conform to our presentation for fiscal year 2004.

	As of October 31, 2004
			Property
	Net		and
	Accounts		Equipment
	Receivable		at Cost, Net		Total Assets
	(In thousands)
URS Division	$	739,828	$	133,444	$	906,506
EG&G Division		212,210		6,299		237,913
		952,038		139,743		1,144,419
Corporate		—		3,469		1,692,632
Eliminations		—		—		(605,269	)
Total	$	952,038	$	143,212	$	2,231,782

	As of October 31, 2003
			Property
	Net		and
	Accounts		Equipment
	Receivable		at Cost, Net		Total Assets
	(In thousands)
URS Division	$	703,676	$	142,714	$	887,036
EG&G Division		182,491		6,255		202,700
		886,167		148,969		1,089,736
Corporate		—		1,584		1,667,239
Eliminations		—		—		(589,363	)
Total	$	886,167	$	150,553	$	2,167,612

	For the Fiscal Year Ended October 31, 2004
				Operating			Depreciation
				Income			and
	Revenues			(Loss)			Amortization
				(In thousands)
URS Division	$	2,255,188		$	167,465		$	35,597
EG&G Division		1,129,772			54,860			5,403
Eliminations		(2,997	)		—			—
		3,381,963			222,325			41,000
Corporate		—			(61,248	)		407
Total	$	3,381,963		$	161,077		$	41,407

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	For the Fiscal Year Ended October 31, 2003
			Operating			Depreciation
			Income			and
	Revenues		(Loss)			Amortization
			(In thousands)
URS Division	$	2,259,145	$	165,888		$	37,119
EG&G Division		927,569		47,768			6,381
		3,186,714		213,656			43,500
Corporate		—		(33,251	)		488
Total	$	3,186,714	$	180,405		$	43,988

	For the Fiscal Year Ended October 31, 2002
			Operating			Depreciation
			Income			and
	Revenues		(Loss)			Amortization
			(In thousands)
URS Division	$	2,241,457	$	169,389		$	32,930
EG&G Division		186,370		7,430			390
		2,427,827		176,819			33,320
Corporate		—		(30,003	)		417
Total	$	2,427,827	$	146,816		$	33,737

     We define our segment operating income (loss) as total segment net income, before income tax and net interest expense. Our long-lived assets primarily consist of our property and equipment.

Geographic areas

     Our revenues by geographic area are shown below.

	Years Ended October 31,
	2004			2003			2002
				(In thousands)
Revenues
United States	$	3,073,517		$	2,930,134		$	2,208,396
International		314,453			264,273			225,172
Eliminations		(6,007	)		(7,693	)		(5,741	)
Total revenues	$	3,381,963		$	3,186,714		$	2,427,827

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Major Customers

     Prior to fiscal year 2003, none of our individual customers contributed more than ten percent of our total consolidated revenues. For the year ended October 31, 2004 and 2003, the following major customer, as listed below, met the above specified criteria.

	URS Division		EG&G Division		Total
			(In millions)
For the fiscal year ended October 31, 2004
The U.S. Army (1)	$	96.0	$	490.7	$	586.7
For the fiscal year ended October 31, 2003
The U.S. Army (1)	$	102.1	$	348.3	$	450.4

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

NOTE 8. COMMITMENTS AND CONTINGENCIES

     In the ordinary course of business, we are subject to certain contractual guarantees and governmental audits or investigations and we are involved in various legal proceedings that are pending against us and our subsidiaries alleging, among other things, breach of contract or tort in connection with the performance of professional services, the outcome of which cannot be predicted with certainty. Because of developments occurring during fiscal year 2004, we are including information regarding the following proceedings in particular:

•	Saudi Arabia: Prior to our acquisition of Lear Seigler Services, Inc. (“LSI”) in August 2002, LSI provided aircraft maintenance support services on F-5 aircraft under a contract with a Saudi Arabian government ministry (the “Ministry”). LSI’s performance under the contract was completed in November 2000, but since that time various claims have been made against LSI, including breach of a joint venture and other agreements, and the failure to pay rent and taxes.
	Two Saudi Arabian landlords have pursued claims over disputed rents and have received judgments in Saudi Arabian legal proceedings totaling $7.9 million. We continue to pursue defense disputing these claims and judgments.
	During fiscal year 2004, an arbitration ruling by the International Chamber of Commerce (“ICC”) was issued against LSI that included a monetary award of $4.9 million to a joint venture partner (the “claimant”). During August 2004, the claimant filed an action in the United States District Court in Maryland to confirm and enforce the ICC award. We are contesting the confirmation and enforceability of portions of the award.
	In addition, the Ministry directed payment of a performance bond issued in its favor under this contract in the amount of approximately $5.6 million. One of the conditions for closing out the contract and LSI’s obligations under the bond is the successful resolution of a pending tax assessment issued by the Saudi Arabian taxing authority assessing LSI approximately $5.1 million in taxes for the years 1999 through 2002. We disagree with the Saudi Arabian taxing authority’s assessment and are providing responses, additional information and documentation. However, Banque Saudi Fransi received the demand for release of the bond and notified LSI that it has released it to the Ministry and that it will seek to recover this amount in a proceeding against LSI. We have informed Banque Saudi Fransi that we believe the Ministry had no basis for seeking payment on the bond. LSI is also pursuing a counterclaim against the Ministry for wrongfully demanding the bond.

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	We have adequately provided for any enforceable obligations arising relative to these contingencies, based on current facts and circumstances.
•	Lebanon: Prior to our acquisition of Dames and Moore Group, Inc., in 1999, which included Radian International, LLC, a wholly-owned subsidiary (“Radian”), Radian entered into a contract to provide environmental remediation to a Lebanese company (“Solidere”) involved in the development and reconstruction of the central district of Beirut. Various disputes have arisen under this contract, including an allegation by Solidere that Radian breached the contract by, among other things, failing to reduce the level of chemical and biological constituents, including methane gas, at the project site to the contract level. The parties sought to resolve their disputes in an arbitration proceeding filed with the ICC.
	During July 2004, an ICC arbitration panel ruled against Radian and ordered Radian to prepare a plan to reduce the level of methane gas at the project site to the contract level, to pay approximately $2.4 million in attorney fees and other expenses to Solidere, and authorized Solidere to withhold project payments. At October 31, 2004, Solidere had withheld project payments amounting to $11.2 million. We are complying with the terms of the ICC arbitration panel’s ruling and also continue to be actively engaged in attempting to resolve the various disputes directly with Solidere through alternate resolution strategies that may be more advantageous to both parties.
	Solidere is also seeking damages for delays of up to $8.5 million and has drawn upon an $8.5 million bank guarantee at Saradar Bank, Sh.M.L. (“Saradar”) and in July 2004 Saradar filed a reimbursement claim in the First Court in Beirut, Lebanon to recover the $8.5 million bank guarantee from Radian and our co-defendant Wells Fargo Bank, N.A. We believe that we are not obligated under the bank guarantee and are vigorously defending this matter.
	Prior to entering into the Solidere contract, Radian obtained a project-specific, $50 million insurance policy from Alpina Insurance Company (“Alpina”) a $1 million deductible which we believe is available to support our claims in excess of the deductible, which we believe is available to support our claims in excess of the deductible. The Solidere contract contains a $20 million limitation on damages. During October 2004, Alpina notified us of a denial of insurance coverage. Also, during October 2004, we filed a breach of contract and bad faith claim against Alpina in United States District Court for the Northern District of California seeking declaratory relief and monetary damages. In addition, during December 2004, Alpina paid us $375 thousand.
•	Tampa-Hillsborough County Expressway Authority: In 1999, we entered into an agreement with the Tampa-Hillsborough County Expressway Authority (the “Authority”) to provide foundation design and other services in connection with the construction of the Lee Roy Selmon Elevated Expressway structure in Tampa, Florida. During 2004, one pier out of over 200 piers subsided substantially, causing damage to a segment of the Expressway. The Authority has halted construction and has indicated it intends to pursue claims against us and potentially other parties associated with the project, claiming defects related to services provided. We are working with the Authority and other parties to develop a remediation plan. Sufficient information is not currently available upon which to base an estimate of costs or to assess liabilities associated with a remediation plan.

     Currently, we have limits of $125 million per loss and $125 million in the aggregate annually for general liability, professional errors and omissions liability and contractor’s pollution liability insurance (in addition to other policies for some specific projects). These policies include self-insured claim retention amounts of $4 million, $5 million and $5 million, respectively. In some actions, parties are seeking damages, including punitive or treble damages that substantially exceed our insurance coverage or are not insured.

     Excess limits provided for these coverages are on a “claims made” basis, covering only claims actually made 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

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coverage. We intend to maintain these policies; however, we may be unable to maintain existing coverage levels. We have maintained insurance without lapse for many years with limits in excess of losses sustained.

     Although the outcome of our legal proceedings, audits or investigations cannot be predicted with certainty and no assurances can be provided, based on our previous experience in such matters, we do not believe that any of the legal proceedings, audits or investigations described above, individually or collectively, are likely to exceed established loss accruals or our various professional errors and omissions, project-specific and potentially other insurance policies and, therefore, we do not believe that they are likely to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

     As of October 31, 2004, we had the following guarantee obligations and commitments:

     We have guaranteed the credit facility of EC III, LLC, a 50%-owned, unconsolidated joint venture, in the event of a default by the joint venture. This joint venture was formed in the ordinary course of business to perform a contract for the federal government. The term of the guarantee is equal to the remaining term of the underlying debt, which is 16 months. The maximum potential amount of future payments that we could be required to make under this guarantee at October 31, 2004, was $6.5 million.

     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.

     From time to time, we may provide guarantees related to our services or work. 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. Currently, we have no guarantee claims for which losses have been recognized.

NOTE 9. STOCKHOLDERS’ EQUITY

     Declaration of dividends, except preferred stock dividends, is restricted by our Credit Facility and the indentures governing our 12 1/4% notes and our 11 1/2% notes. Declaration of dividends may be precluded by existing Delaware law.

     On October 12, 1999, the stockholders approved the 1999 Equity Incentive Plan (“1999 Plan”). An aggregate of 1,500,000 shares of common stock initially has been reserved for issuance under the 1999 Plan. In July 2000, an additional 1,076,000 shares were reserved for issuance under the 1999 Plan. The 1999 Plan provides for an automatic reload of shares every July 1 equal to the lesser of 5% or 1.5 million shares of the outstanding common stock through 2009. As of October 31, 2004, we had reserved approximately 8,124,000 shares and had issued options and restricted stock in the aggregate amount of approximately 6,896,000 shares under the 1999 Plan.

     On March 26, 1991, the stockholders approved the 1991 Stock Incentive Plan (“1991 Plan”). The 1991 Plan provides for the grant not to exceed 3,310,000 restricted shares, stock units and options. When the 1999 Plan was approved, the remaining shares available for grant under the 1991 Plan were added to the 1999 Plan.

     Stock options expire in ten years from the date of grant and vest over service periods that range from three to five years.

     Under our Employee Stock Purchase Plan (“ESP Plan”) implemented in September 1985, employees may purchase shares of common stock through payroll deductions of up to 10% of the employee’s base pay. Contributions are credited to each participant’s account on the last day of each six-month participation period of the ESP Plan (which commences on January 1 and July 1 of each year). The purchase price for each share of common stock is the

81

URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

lower of 85% of the fair market value of such share on the first day (or the preceding day if the first day is not a trading day) in the participation period or 85% of the fair market value of such share on the last day (or the preceding day if the last day is not a trading day) in the participation period. Employees purchased 637,570 shares under the ESP Plan in fiscal 2004 and 787,483 shares in fiscal 2003.

     A summary of the status of the stock options granted under our 1991 and 1999 Plans for the fiscal years ended October 31, 2004, 2003, and 2002, is presented below:

	2004					2003					2002
				Weighted-					Weighted-					Weighted-
				Average					Average					Average
				Exercise					Exercise					Exercise
	Shares			Price		Shares			Price		Shares			Price
Outstanding at beginning of year		4,986,052		$	18.75		4,570,540		$	19.23		4,133,537		$	17.39
Granted		1,756,671		$	24.46		667,964		$	15.42		1,388,471		$	21.13
Exercised		(956,266	)	$	16.82		(80,867	)	$	13.32		(645,341	)	$	15.94
Forfeited		(170,348	)	$	21.56		(171,585	)	$	21.15		(306,127	)	$	19.95
Outstanding at end of year		5,616,109		$	20.79		4,986,052		$	18.75		4,570,540		$	18.57
Options exercisable at year-end		3,087,707		$	19.09		3,010,733		$	17.98		1,944,034		$	16.00
Weighted-average fair value of Options granted during the year				$	13.09				$	7.80				$	13.38

     The following table summarizes information about stock options outstanding at October 31, 2004, under the 1991 and 1999 Plans:

	Outstanding						Exercisable
			Weighted-						Weighted-
			Average		Weighted-				Average
Range of	Number		Remaining		Average		Number		Exercise
Exercise Prices	Outstanding		Contractual Life		Exercise Price		Exercisable		Price
$  5.75 - $  6.78		67,800		1.1	$	6.42		67,800	$	6.42
$  6.78 - $10.17		13,332		8.3	$	9.24		1,667	$	8.68
$10.17 - $13.56		391,683		7.0	$	12.51		180,572	$	11.77
$13.56 - $16.95		948,072		4.9	$	15.32		897,006	$	15.33
$16.95 - $20.34		593,836		7.3	$	18.24		423,888	$	17.95
$20.34 - $23.73		1,566,563		7.3	$	22.13		887,939	$	22.21
$23.73 - $27.12		1,993,231		8.7	$	25.08		602,317	$	24.05
$27.12 - $30.51		14,324		7.0	$	27.51		12,000	$	27.44
$30.51 - $33.90		27,268		7.8	$	31.93		14,518	$	32.50
		5,616,109						3,087,707

Common Stock

     During April 2004, we sold an aggregate of 8.1 million shares of our common stock through an underwritten public offering. The offering price of our common stock was $26.50 per share and the total offering proceeds to us were $204.3 million, net of underwriting discounts and commissions and other offering-related expenses of $10.5 million.

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Authorized Common and Preferred Stock

     On July 23, 2003, we filed a Certificate of Elimination with the State of Delaware so that none of our authorized shares of our Series A Preferred Stock, Series B Exchangeable Convertible Preferred Stock (the “Series B Preferred Stock”), Series C Preferred Stock, Series D Senior Convertible Participating Preferred Stock (the “Series D Preferred Stock”), and Series E Cumulative Convertible Participating Preferred Stock (the “Series E Preferred Stock”) would be outstanding or issuable. In addition, on March 24, 2004, we filed a Certificate of Amendment of Certificate of Incorporation with the State of Delaware to increase the total authorized number of shares of all classes of our stock to one hundred million shares of common stock and three million shares of preferred stock.

     Before July 23, 2003, we had authorized the issuance of 150,000 shares of $1.00 par value, Series B Preferred Stock, 100,000 shares of $0.01 par value, Series D Preferred Stock, and 100,000 shares of $0.01 par value, Series E Preferred Stock. We did not have any shares of Series D Preferred Stock outstanding as of October 31, 2004 and 2003 because our Series D Preferred Stock was converted to our common stock during fiscal year 2003. In addition, we did not have any shares of Series E Preferred Stock or Series B Preferred Stock outstanding as of October 31, 2004 and 2003.

NOTE 10. EMPLOYEE RETIREMENT PLANS

     Our defined contribution retirement plans under Internal Revenue Code Section 401(k) cover all full-time employees, who are at least 18 years of age. Our contributions to the defined contribution retirement plans are made at the discretion of the Board of Directors. During the fiscal years 2004, 2003, 2002, we made contributions in the amounts of $13.0 million, $11.0 million and $12.5 million to the defined contribution retirement plans, respectively.

     Effective January 1, 2005, three of our defined contribution retirement plans will merge into one single plan, the URS Corporation 401(k) Plan.

     Some of our foreign subsidiaries have contributory trustee retirement plans covering substantially all of their employees. We made contributions in the amounts of approximately $4.4 million and $5.1 million for the fiscal years ended October 31, 2004, and 2003, respectively.

Executive Plan

     In July 1999, as amended and restated in September 2003, we entered into a Supplemental Executive Retirement Agreement (the “Executive Plan”) with Martin M. Koffel, our Chief Executive Officer (the “Executive”) to provide an annual lifetime retirement benefit. Benefits are based on the Executive’s final average annual compensation and his age at the time of his employment termination. “Final average compensation” means the higher of (1) the sum of the Executive’s base salary plus target bonus established for him under our incentive compensation program during the selected consecutive 36 months in his final 60 months of employment in which that average was the highest and (2) $1,600,000. As there is no funding requirement for the Executive Plan, the benefit payable shall be “unfunded,” as that term is used in Sections 201(2), 301(a)(3), 401(a)(10) and 4021(a)(6) of the Employee Retirement Income Securities Act (“ERISA”). As of October 31, 2004 and 2003, there were no plan assets under the Executive Plan. We measure pension costs according to actuarial valuations and the projected unit credit cost method is used to determine pension cost for financial accounting purposes.

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     Management’s estimated of benefit obligations and assumptions used to measure those obligations for the Executive Plan as of October 31, 2004 and 2003, are as follows:

	2004			2003
	(In thousands)
Change in projected benefit obligation (PBO):
PBO at beginning of the year	$	8,707		$	6,888
Service cost		911			1,808
Interest cost		435			344
Actuarial loss (gain)		317			(333	)
PBO at the end of the year	$	10,370		$	8,707
Funded status reconciliation:
Projected benefit obligation	$	10,370		$	8,707
Unrecognized actuarial loss		(1,010	)		(693	)
Net amount recognized	$	9,360		$	8,014
Amounts recognized in our balance sheet consist of:
Accrued pension liability included in other long-term liabilities	$	10,370		$	8,555
Accumulated other comprehensive income		(1,010	)		(541	)
Net amount recognized	$	9,360		$	8,014
Additional information:
Amount included in other comprehensive income arising from a change in minimum pension liability	$	469		$	270
Accumulated benefit obligation	$	10,370		$	8,555

	2004	2003
Weighted-average assumptions used to determine benefit obligations at year-end:
Discount rate	5.0%	5.0%
Rate of compensation increase	5.0%	4.0%
Expected long-term rate of return on plan assets	N/A	N/A
Measurement dates	10/31/2004	10/31/2003

     Components of net periodic pension costs for the three years ended October 31, 2004 are as follows:

	2004		2003		2002
			(In thousands)
Service cost	$	911	$	1,808	$	1,692
Interest cost		435		344		265
Recognized actuarial loss		—		112		359
Net periodic pension cost	$	1,346	$	2,264	$	2,316

	2004			2003			2002
Weighted-average assumptions used to determine net periodic pension cost at year-end:
Discount rate		5.0	%		5.0	%		5.0	%
Rate of compensation increase		5.0	%		4.0	%		5.0	%
Expected long-term rate of return on plan assets		N/A			N/A			N/A
Measurement dates		10/31/2003			10/31/2002			10/31/2001

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     At October 31, 2004, the estimated future benefit payments to be paid out in the next ten years are as follows:

	Estimated
	future benefit
For fiscal years ending October 31,	payments
	(in thousands)
2005	$	—
2006		—
2007		11,526
2008		—
2009		—
Next 5 fiscal years thereafter		—
	$	11,526

Radian SERP and SCA

     In fiscal year 1999, we acquired and assumed certain of Radian International, L.L.C.’s defined benefit pension plans (“Radian pension plans”), and several post-retirement benefit plans. These retirement plans cover a selected group of Radian employees and former employees who will continue to be eligible to participate in the retirement plans.

     The Radian defined pension plans include a Supplemental Executive Retirement Plan (“Radian SERP”) and Salary Continuation Agreement (“SCA”) which are intended to supplement retirement benefits provided by other benefit plans upon the participant’s meeting minimum age and years of service requirements. The Radian SERP and SCA provide benefits based on fixed amounts of historical compensation and therefore increases in compensation do not need to be considered in our calculation of the projected benefit obligation or periodic pension cost related to these plans. As there is no funding requirement for the Radian SERP and SCA, the benefit payable shall be “unfunded,” as that term is used in Sections 201(2), 301(a)(3), 401(a)(10) and 4021(a)(6) of the Employee Retirement Income Securities Act (“ERISA”). As of October 31, 2004 and 2003, there were no plan assets under the Radian SERP and SCA and these plans are unfunded. However, at October 31, 2004 and 2003, we had designated and deposited $3.2 million and $4.0 million, respectively, in a trust account for the Radian SERP. The decrease in our designated deposit balance from October 31, 2003 to October 31, 2004 was due to benefit payments made. Radian also has a post-retirement benefit program that provides certain medical insurance benefits to participants upon meeting minimum age and years of service requirements. This post-retirement benefit program is also unfunded and the historical costs, accumulated benefit obligation and projected benefit obligation for this post-retirement benefit program are not significant. We measure pension costs according to actuarial valuations and the projected unit credit cost method is used to determine pension cost for financial accounting purposes.

     Management’s estimates of benefit obligations and assumptions used to measure those obligations for the Radian SERP and SCA as of October 31, 2004 and 2003, are as follows:

	2004			2003
	(In thousands)
Change in PBO:
PBO at the beginning of the year	$	11,857		$	10,707
Service cost		2			2
Interest cost		710			713
Actuarial loss		174			1,432
Benefit paid		(996	)		(997	)
PBO at the end of the year	$	11,747		$	11,857

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	2004			2003
	(In thousands)
Change in plan assets:
Fair value of the plan assets at the beginning of the year	$	—		$	—
Employer contributions		996			997
Benefits paid		(996	)		(997	)
Fair value of the plan assets at the end of the year	$	—		$	—
Funded status reconciliation:
Projected benefit obligation	$	11,747		$	11,857
Unrecognized actuarial loss		(1,068	)		(908	)
Net amount recognized	$	10,679		$	10,949
Amounts recognized in our balance sheet consist of:
Accrued pension liability included in other long-term liabilities	$	11,900		$	12,061
Accumulated other comprehensive loss		(1,221	)		(1,112	)
Net amount recognized	$	10,679		$	10,949
Additional information:
Amount included in other comprehensive income arising from a change in minimum pension liability	$	109		$	1,112
Accumulated benefit obligation	$	11,747		$	11,857

	2004			2003
Weighted-average assumptions used to determine benefit obligations at year-end:
Discount rate		5.50	%		6.25	%
Rate of compensation increase		N/A			N/A
Expected long-term rate of return on plan assets		N/A			N/A
Mortality	GAM 1983			GAM 1983
Measurement date		10/31/2004			10/31/2003

     Components of net periodic pension costs for the three years ended October 31, 2004 are as follows:

	2004		2003			2002
			(In thousands)
Service cost	$	2	$	2		$	7
Interest cost		710		713			697
Recognized actuarial loss (gain)		14		(8	)		(8	)
Net periodic pension cost	$	726	$	707		$	696

	2004	2003	2002
Weighted-average assumptions to determine net periodic pension cost for years ended:
Discount rate	6.25%	6.75%	7.25%
Rate of compensation increase	N/A	N/A	N/A
Expected long-term rate of return on plan assets	N/A	N/A	N/A
Mortality	GAM 1983	GAM 1983	GAM 1983
Measurement date	10/31/2003	10/31/2002	10/31/2001

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     At October 31, 2004, the estimated future benefit payments to be paid out in the next ten years are as follows:

	Estimated
	future benefit
For fiscal years ending October 31,	payments
	(in thousands)
2005	$	964
2006		984
2007		1,002
2008		1,008
2009		1,005
Next 5 fiscal years thereafter		4,704
	$	9,667

EG&G pension plan and EG&G post-retirement medical plan

     In fiscal year 2002, we acquired and assumed the obligations of EG&G Technical Services, Inc.’s defined benefit pension plan (“EG&G pension plan”) and post-retirement medical plan (“EG&G post-retirement medical plan”). These plans cover some of our hourly and salaried employees of the EG&G Division and a joint venture that the EG&G division participates in.

     The EG&G pension plan provides retirement benefit payments for the life of participating retired employees. The EG&G post-retirement medical plan provides certain medical benefits to employees that meet certain eligibility requirements. All of these benefits may be subject to deductibles, co-payment provisions, and other limitations. As discussed in Note 1 to our consolidated financial statements, based on an analysis of the Medicare Act, FSP 106-2, and facts available to us, we formed a conclusion that the majority of the health care benefits we provide to retirees is not actuarially equivalent to Medicare Part D and therefore, our measures of the accumulated post-retirement benefit obligation and net periodic pension costs of our post-retirement plans do not reflect any amount associated with the subsidy. We measure our pension costs according to actuarial valuations and the projected unit credit cost method is used to determine pension costs for financial accounting purposes.

     Management’s estimates of benefit obligations and assumptions used to measure those obligations for the EG&G pension plan at October 31, 2004 and 2003 are as follows:

	2004			2003
	(In thousands)
Change in PBO:
PBO at beginning of year	$	144,451		$	121,026
Service cost		5,052			6,148
Interest cost		8,014			8,030
Benefits paid		(4,811	)		(4,527	)
Actuarial loss		16,037			13,774
Plan amendments (1)		(18,656	)		—
Benefit obligation at end of year	$	150,087		$	144,451
Change in plan assets:
Fair value of plan assets at beginning of year	$	100,034		$	88,485
Actual return of plan assets		9,833			14,223
Employer contributions		6,226			2,704
Benefits paid and expenses		(6,019	)		(5,378	)
Fair value of plan assets at end of year	$	110,074		$	100,034

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	2004			2003
	(In thousands)
Under funded status reconciliation:
Under funded status	$	40,013		$	44,416
Unrecognized net prior service cost		16,929			—
Unrecognized net actuarial loss		(26,623	)		(10,832	)
Net amount recognized	$	30,319		$	33,584
Amounts recognized in our balance sheet consist of:
Accrued benefit liability included in other long-term liabilities	$	34,983		$	33,584
Accumulated other comprehensive loss		(4,664	)		—
Net amount recognized	$	30,319		$	33,584
Additional information:
Amount included in other comprehensive income arising from a change in minimum pension liability	$	4,664		$	—
Accumulated benefit obligation	$	145,056		$	124,450

(1) During fiscal year 2003, management decided not to offer the EG&G pension plan to new employees. In addition, effective January 1, 2004, management modified the prospective benefit calculation to the career average compensation of participants rather than their final compensation as previously calculated.

	2004	2003
Weighted-average assumptions used to determine benefit obligations at year end:
Discount rate	5.75%	6.25%
Rate of compensation increase	4.50%	4.50%
Measurement date	10/31/2004	10/31/2003

     Net periodic pension costs for the EG&G pension plan include the following components for the three years ended October 31, 2004.

	2004			2003			2002
				(In thousands)
Service cost	$	5,052		$	6,148		$	892
Interest cost		8,014			8,030			1,340
Expected return on assets		(8,480	)		(7,610	)		(1,280	)
Amortization of prior service cost		(1,728	)		—			—
Recognized actuarial loss		102			—			—
Net periodic cost	$	2,960		$	6,568		$	952

	2004	2003	2002
Weighted-average assumptions used to determine net periodic cost for years ended:
Discount rate	6.25%	6.75%	6.75%
Rate of compensation increase	4.50%	4.50%	4.50%
Expected long-term rate of return on plan assets (1)	8.50%	8.50%	8.50%
	10/31/2003,
Measurement dates (2)	12/31/2003	10/31/2002	9/1/2002

(1) Our assumption used in determining the expected long-term rate of return on plan assets was based on an actuarial analysis. This analysis includes a review of anticipated future long-term performance of individual asset classes and consideration of the appropriate asset allocation strategy given the anticipated requirements of the plan to determine the

88

average rate of earnings expected on the funds invested to provide for the pension plan benefits. While the study gives appropriate consideration to recent fund performance and historical returns, the assumption is primarily a long-term, prospective rate. Based on our most recent analysis, our expected long-term rate of return assumption for our EG&G pension plan will remain at 8.5% effective November 1, 2004.

(2)

We re-measured our EG&G pension plan at December 31, 2003 due to the plan amendment included above.

The EG&G pension plan asset allocations at October 31, 2004 and 2003 by asset category are as follows:

	2004			2003
Asset Category:
Equity securities (1)		100	%		100	%
Total		100	%		100	%

(1) Equity securities do not include our common stock at both October 31, 2004 and 2003.

     We maintain our target allocation percentages based on our investment policy established for the EG&G pension plan, which is designed to achieve long term objectives of return, while mitigating against downside risk and considering expected cash flows. Our investment policy is reviewed from time to time to ensure consistency with our long term objective of funding at or near 90% of the projected benefit obligation. The current weighted-average target asset allocation is as follows:

	Current weighted-
	average target
	asset allocation
Equity Securities	90-95%
Debt Securities	0-5%
Real estate	0-5%
Other	5-10%

     We made cash contributions of approximately $1.1 million during November 2004 and we expect to make cash contributions during fiscal year 2005 of approximately $5.1 million to the EG&G pension plan.

     At October 31, 2004, the estimated future benefit payments for EG&G pension plan to be paid out in the next ten years are as follows:

	Estimated
	future benefit
For fiscal years ending October 31,	payments
	(in thousands)
2005	$	5,889
2006		6,200
2007		6,727
2008		7,255
2009		7,862
Next 5 fiscal years thereafter		50,369
	$	84,302

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     Management’s estimates of benefit obligations and assumptions used to measure those obligations of the EG&G post-retirement medical plan at October 31, 2004 and 2003 are as follows:

	2004			2003
	(In thousands)
Change in accumulated post-retirement benefit obligation:
Accumulated post-retirement benefit obligation at beginning of year	$	4,503		$	3,780
Service cost		254			124
Interest cost		277			155
Benefits paid		(45	)		(150	)
Actuarial loss (gain)		(210	)		594
Accumulated post-retirement benefit obligation at end of year	$	4,779		$	4,503
Change in plan assets:
Fair value of plan assets at beginning of year	$	3,459		$	2,962
Actual return of plan assets		243			496
Benefits paid and expensed		(153	)		—
Transfers (1)		(625	)		—
Fair value of plan assets at end of year	$	2,924		$	3,458
Funded status reconciliation:
Under funded status	$	1,855		$	1,044
Unrecognized net loss		(1,520	)		(490	)
Net amount recognized	$	335		$	554
Amounts recognized in our balance sheets consist of Accrued post-retirement benefit liability included in other long-term liabilities	$	335		$	554
Net amount recognized	$	335		$	554

(1) These transfers represent cash reimbursed from the Plan assets back to us since we paid benefit payments from our cash accounts.

	2004	2003
Weighted-average assumptions used to determine benefit obligations at year end:
Discount rate	5.75%	6.25%
Rate of compensation increase	N/A	N/A
Measurement date	10/31/2004	10/31/2003

     Net periodic pension and other post-retirement benefit costs include the following components for the three years ended October 31, 2004.

	2004			2003			2002
				(In thousands)
Service cost	$	254		$	124		$	35
Interest cost		277			155			42
Expected return on assets		(290	)		(252	)		(43	)
Recognized actuarial (gain)/loss		8			(80	)		—
Net periodic cost (benefit).	$	249		$	(53	)	$	34

90

	2004	2003	2002
Weighted-average assumptions used to determine net periodic cost for years ended:
Discount rate	6.25%	6.75%	6.75%
Rate of compensation increase	N/A	N/A	N/A
Expected long-term rate of return on plan assets (1)	8.50%	8.50%	8.50%
Measurement dates	10/31/2003	10/31/2002	9/1/2002

(1) Our assumption used in determining the expected long-term rate of return on plan assets was based on an actuarial analysis. This analysis includes a review of anticipated future long-term performance of individual asset classes and consideration of the appropriate asset allocation strategy given the anticipated requirements of the plan to determine the average rate of earnings expected on the funds invested to provide for the pension plan benefits. While the study gives appropriate consideration to recent fund performance and historical returns, the assumption is primarily a long-term, prospective rate. Based on our most recent analysis, our expected long-term rate of return assumption for our EG&G post-retirement medical plan will remain at 8.5% effective November 1, 2004.

	2004			2003
Assumed health care cost trend rates at year-end:
Health care cost trend rate assumed for next year		9.00	%		10.00	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)		5.50	%		5.50	%
Year that the rate reaches the ultimate trend rate		2009			2009

     Assumed health care costs trend rates have a significant effect on the health care plan. A one percentage point change in assumed health care costs trend rates would have the following effects on net periodic cost for the fiscal year ended October 31, 2004 and the accumulated post-retirement benefit obligation as of October 31, 2004:

	1% Point
	Increase		Decrease
	(In thousands)
Effect on total of service and interest cost components	$	3	$	(3	)
Effect on post-retirement benefit obligation		59		(52	)

EG&G post-retirement medical plan asset allocations at October 31, 2004 and 2003 by asset category are as follows:

	2004	2003
Asset Category:
Equity securities (1)	100%	100%
Total	100%	100%

(2) Equity securities do not include our common stock at both October 31, 2004 and 2003.

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     We maintain our target allocation percentages based on our investment policy established for the EG&G post-retirement medical plan, which is designed to achieve long term objectives of return, while mitigating against downside risk and considering expected cash flows. Our investment policy is reviewed from time to time to ensure consistency with our long term objective of funding at or near 90% of the accumulated post-retirement benefit obligation. The current weighted-average target asset allocation is as follows:

	Current weighted-
	average target
	asset allocation
Equity Securities	90-95%
Debt Securities	0-5%
Real estate	0-5%
Other	5-10%

     We currently do not expect to make any cash contributions to the EG&G post-retirement medical plan for fiscal year 2005. At October 31, 2004, the estimated future benefit payments for EG&G post-retirement medical plan to be paid out in the next ten years are as follows:

	Estimated
	future benefit
For fiscal years ending October 31,	payments
	(in thousands)
2005	$	149
2006		180
2007		211
2008		241
2009		280
Next 5 fiscal years thereafter		1,942
	$	3,003

NOTE 11. VALUATION AND ALLOWANCE ACCOUNTS

     We determine the allowance for losses and doubtful accounts based on historical experience, known troubled accounts and other currently available evidence. The following table summarizes the activities in the allowance for losses and doubtful accounts.

	Beginning						Ending
	Balance		Additions		Deductions		Balance
	(In thousands)
October 31, 2004 Allowances for losses and doubtful accounts	$	33,106	$	28,402	$	24,216	$	37,292
October 31, 2003 Allowances for losses and doubtful accounts	$	30,710	$	12,939	$	10,543	$	33,106
October 31, 2002 Allowances for losses and doubtful accounts	$	28,572	$	9,024	$	6,886	$	30,710

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NOTE 12. SELECTED QUARTERLY FINANCIAL DATA (unaudited)

     The following table sets forth selected quarterly financial data for the fiscal years ended October 31, 2004 and 2003 that is derived from audited consolidated financial statements including those included in the Consolidated Financial Statements. Pursuant to EITF 03-06, we restated our net income available for common stockholders and earnings per share information for fiscal year 2003. The selected quarterly financial data presented below should be read in conjunction with the rest of the information in this report.

	Fiscal 2004 Quarters Ended
	Jan. 31		Apr. 30		July 31		Oct. 31
	(In thousands, except per share data)
Revenues	$	771,727	$	864,651	$	838,150	$	907,435
Gross Profit	$	284,214	$	321,986	$	308,769	$	326,104
Operating income	$	33,360	$	51,340	$	24,061	$	52,316
Net income	$	8,577	$	19,738	$	7,300	$	26,089
Income per share:
Basic	$	.25	$	.56	$	.17	$	.60
Diluted	$	.24	$	.54	$	.17	$	.59
Weighted-average number of shares:
Basic		33,836		35,200		43,052		43,467
Diluted		35,012		36,731		44,173		44,595

	Fiscal 2003 Quarters Ended
	Jan. 31		Apr. 30		July 31		Oct. 31
	(In thousands, except per share data)
Revenues	$	758,033	$	812,555	$	778,045	$	838,081
Gross Profit	$	274,436	$	299,989	$	292,868	$	314,082
Operating income	$	31,190	$	47,245	$	48,808	$	53,162
Net income	$	5,950	$	15,564	$	17,086	$	19,504
Net income available for common stockholders	$	5,588	$	15,564	$	17,086	$	19,504
Income per share:
Basic	$	.18	$	.48	$	.52	$	.59
Diluted	$	.18	$	.48	$	.52	$	.57
Weighted-average number of shares:
Basic		30,310		32,498		32,704		33,118
Diluted		32,574		32,584		33,207		34,011

     Operating income is defined as income before income taxes and net interest expense.

NOTE 13. SUBSEQUENT EVENT

     On November 30, 2004, our board of directors approved a change in our future fiscal year ends from October 31 to the Friday closest to December 31. As such, the period from November 1, 2004 to December 31, 2004 will be treated as a transition period, for which we will file a transition report on Form 10-Q by February 9, 2005. Further, effective January 1, 2005, we will begin reporting our financial results on a 52/53 week fiscal year ending on the Friday closest to December 31^st, with interim quarters ending on the Fridays closest to March 31st, June 30th and September 30th. Our 2004 fiscal year began on November 1, 2003 and ended on October 31, 2004.

93

NOTE 14. SUPPLEMENTAL GUARANTOR INFORMATION

     Substantially all of our domestic subsidiaries have guaranteed our obligations under our Credit Facility, our 12 1/4% notes and our 11 1/2% notes (collectively, the “Notes”). Each of the subsidiary guarantors has fully and unconditionally guaranteed our obligations on a joint and several basis.

     Substantially all of our income and cash flows are generated by our subsidiaries. We have no operating assets or operations other than our investments in our subsidiaries. As a result, funds necessary to meet our debt service obligations are provided in large part by distributions or advances from our subsidiaries. Financial conditions and operating requirements of the subsidiary guarantors may limit our ability to obtain cash from our subsidiaries for the purposes of meeting our debt service obligations, including the payment of principal and interest on our Notes and our Credit Facility. In addition, although the terms of our Notes and our Credit Facility limit us and our subsidiary guarantors’ ability to place contractual restrictions on the flows of funds to us, legal restrictions, including local regulations, and contractual obligations associated with secured loans, such as equipment financings, at the subsidiary level may restrict the subsidiary guarantors’ ability to pay dividends, make loans or other distributions to us.

     Other restrictions imposed by our Notes and our Credit Facility include restrictions on us and our subsidiary guarantors’ ability to:

•   incur additional indebtedness and contingent obligations;

•   pay dividends and make distributions to our stockholders;

•   repurchase or redeem our stock;

•   repay indebtedness that is junior to our Credit Facility or our outstanding notes;

•   make investments and other restricted payments;

•   create liens securing debt or other encumbrances on our assets;

•   acquire the assets of, or merge or consolidate with, other companies;

•   sell or exchange assets;

•   make capital expenditures;

•   enter into sale-leaseback transactions; and

•   enter into transactions with our shareholders and affiliates.

     In addition, if a change of control occurs, each holder of the notes will have the right to require us to repurchase all or part of the holder’s notes at a price equal to 101% of the principal amount of the notes, plus any accrued interest to the date of repurchase.

     The following information sets forth our condensed consolidating balance sheets as of October 31, 2004 and 2003; our condensed consolidating statements of operations and comprehensive income for the three fiscal years ended October 31, 2004; and our condensed consolidating statements of cash flows for the three fiscal years ended October 31, 2004, which included the financial position and results of operations of EG&G, as a “subsidiary guarantor” from the date of acquisition forward. The EG&G acquisition was accounted for under the purchase accounting method. Entries necessary to consolidate our subsidiaries are reflected in the eliminations column. Our separate complete financial statements and our subsidiaries that guarantee our Notes would not provide additional material information that would be useful in assessing the financial composition of such subsidiaries.

94

URS CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
(In thousands)

	October 31, 2004
						Subsidiary
			Subsidiary			Non-
	Corporate		Guarantors			Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	23,310	$	7,556		$	1,433		$	—		$	32,299
Accounts receivable		—		493,654			82,285			—			575,939
Costs and accrued earnings in excess of billings on contracts in process		—		360,212			53,179			—			413,391
Less receivable allowances		—		(31,162	)		(6,130	)		—			(37,292	)
Net accounts receivable		—		822,704			129,334			—			952,038
Deferred income taxes		16,612		—			—			—			16,612
Prepaid expenses and other assets		9,345		10,743			955			¾			21,043
Total current assets		49,267		841,003			131,722			—			1,021,992
Property and equipment at cost, net		3,469		126,113			13,630			—			143,212
Goodwill		1,004,680		—			—			—			1,004,680
Purchased intangible assets, net		8,244		—			—			—			8,244
Investment in subsidiaries		605,269		—			—			(605,269	)		—
Other assets		21,703		16,831			15,120			¾			53,654
	$	1,692,632	$	983,947		$	160,472		$	(605,269	)	$	2,231,782
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	24,361	$	17,200		$	58		$	—		$	41,619
Accounts payable and subcontractors payable		11,040		150,729			15,553			—			177,322
Accrued salaries and wages		3,480		132,866			16,829			—			153,175
Accrued expenses and other		17,903		60,951			4,977			—			83,831
Billings in excess of costs and accrued earnings on contracts in process		—		61,497			17,977			—			79,474
Total current liabilities		56,784		423,243			55,394			—			535,421
Long-term debt		475,935		26,095			88			—			502,118
Deferred income taxes		31,477		—			—			—			31,477
Other long-term liabilities		61,212		33,595			735			¾			95,542
Total liabilities		625,408		482,933			56,217			—			1,164,558
Stockholders’ equity:
Total stockholders’ equity		1,067,224		501,014			104,255			(605,269	)		1,067,224
	$	1,692,632	$	983,947		$	160,472		$	(605,269	)	$	2,231,782

95

URS CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
(In thousands)

	Year Ended October 31, 2003
						Subsidiary
			Subsidiary			Non-
	Corporate		Guarantors			Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	9,099	$	2,316		$	4,093		$	—		$	15,508
Accounts receivable		—		457,837			67,766			—			525,603
Costs and accrued earnings in excess of billings on contracts in process		—		350,234			43,436			—			393,670
Less receivable allowances		—		(26,756	)		(6,350	)		—			(33,106	)
Net accounts receivable		—		781,315			104,852			—			886,167
Deferred income taxes		13,315		—			—			—			13,315
Prepaid expenses and other assets		8,638		17,468			(1,431	)		¾			24,675
Total current assets		31,052		801,099			107,514			—			939,665
Property and equipment at cost, net		1,584		135,656			13,313			—			150,553
Goodwill		1,004,680		—			—			—			1,004,680
Purchased intangible assets, net		11,391		—			—			—			11,391
Investment in subsidiaries		589,363		—			—			(589,363	)		—
Other assets		29,169		17,651			14,503			¾			61,323
	$	1,667,239	$	954,406		$	135,330		$	(589,363	)	$	2,167,612
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	7,060	$	16,814		$	11		$	—		$	23,885
Accounts payable and subcontractors payable		2,834		156,354			12,779			—			171,967
Accrued salaries and wages		1,804		110,582			13,387			—			125,773
Accrued expenses and other		34,286		39,206			6,362			—			79,854
Billings in excess of costs and accrued earnings on contracts in process		—		72,237			10,765			—			83,002
Total current liabilities		45,984		395,193			43,304			—			484,481
Long-term debt		755,798		32,515			395			—			788,708
Deferred income taxes		32,926		—			—			—			32,926
Other long-term liabilities		67,458		28,805			161			¾			96,424
Total liabilities		902,166		456,513			43,860			—			1,402,539
Stockholders’ equity:
Total stockholders’ equity		765,073		497,893			91,470			(589,363	)		765,073
	$	1,667,239	$	954,406		$	135,330		$	(589,363	)	$	2,167,612

96

URS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands)

	Year Ended October 31, 2004
							Subsidiary
				Subsidiary			Non-
	Corporate			Guarantors			Guarantors		Eliminations			Consolidated
Revenues	$	—		$	3,073,517		$	314,453	$	(6,007	)	$	3,381,963
Direct operating expenses		—			1,972,839			174,058		(6,007	)		2,140,890
Gross profit		—			1,100,678			140,395		—			1,241,073
Indirect, general and administrative expenses		61,248			885,617			133,131		—			1,079,996
Operating income (loss)		(61,248	)		215,061			7,264					161,077
Interest expense, net		57,499			1,358			976		—			59,833
Income (loss) before income taxes		(118,747	)		213,703			6,288		—			101,244
Income tax expense (benefit)		(46,376	)		83,460			2,456		—			39,540
Income (loss) before equity in net earnings of subsidiaries		(72,371	)		130,243			3,832		—			61,704
Equity in net earnings of subsidiaries		134,075			—			—		(134,075	)		—
Net income		61,704			130,243			3,832		(134,075	)		61,704
Other comprehensive income (loss):
Minimum pension liability adjustment, net of tax benefit		1,531			(3,720	)		—		—			(2,189	)
Foreign currency translation adjustment		—			—			3,490		—			3,490
Comprehensive income	$	63,235		$	126,523		$	7,322	$	(134,075	)	$	63,005

97

URS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands)

	Year Ended October 31, 2003
							Subsidiary
				Subsidiary			Non-
	Corporate			Guarantors			Guarantors		Eliminations			Consolidated
Revenues	$	—		$	2,930,134		$	264,273	$	(7,693	)	$	3,186,714
Direct operating expenses		—			1,870,303			142,729		(7,693	)		2,005,339
Gross profit		—			1,059,831			121,544		—			1,181,375
Indirect, general and administrative expenses		33,251			855,524			112,195		—			1,000,970
Operating income (loss)		(33,251	)		204,307			9,349		—			180,405
Interest expense, net		80,145			2,749			677		—			83,571
Income (loss) before income taxes		(113,396	)		201,558			8,672		—			96,834
Income tax expense (benefit)		(45,358	)		80,623			3,465		—			38,730
Income (loss) before equity in net earnings of subsidiaries		(68,038	)		120,935			5,207		—			58,104
Equity in net earnings of subsidiaries		126,142			—			—		(126,142	)		—
Net income		58,104			120,935			5,207		(126,142	)		58,104
Other comprehensive income (loss):
Minimum pension liability adjustment, net of tax benefit		(270	)		(1,626	)		—		—			(1,896	)
Foreign currency translation adjustment		—			—			6,122		—			6,122
Comprehensive income	$	57,834		$	119,309		$	11,329	$	(126,142	)	$	62,330

98

URS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands)

	Year Ended October 31, 2002
							Subsidiary
				Subsidiary			Non-
	Corporate			Guarantors			Guarantors			Eliminations			Consolidated
Revenues	$	—		$	2,208,396		$	225,172		$	(5,741	)	$	2,427,827
Direct operating expenses		—			1,373,478			121,649			(5,741	)		1,489,386
Gross profit		—			834,918			103,523			—			938,441
Indirect, general and administrative expenses		30,004			663,051			98,570			—			791,625
Operating income (loss)		(30,004	)		171,867			4,953			—			146,816
Interest expense, net		53,164			318			2,223			—			55,705
Income (loss) before taxes		(83,168	)		171,549			2,730			—			91,111
Income tax expense (benefit)		(32,807	)		67,670			1,077			—			35,940
Income (loss) before equity in net earnings of subsidiaries		(50,361	)		103,879			1,653			—			55,171
Equity in net earnings of subsidiaries		105,532			—			—			(105,532	)		—
Net income		55,171			103,879			1,653			(105,532	)		55,171
Preferred stock dividend		5,939			—			—			—			5,939
Net income available for common stockholders		49,232			103,879			1,653			(105,532	)		49,232
Other comprehensive loss:
Minimum pension liability adjustment, net of tax benefit		(271	)		(114	)		—			—			(385	)
Foreign currency translation adjustment		—			—			(785	)		—			(785	)
Comprehensive income	$	48,961		$	103,765		$	868		$	(105,532	)	$	48,062

99

URS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(In thousands)

	Year Ended October 31, 2004
							Subsidiary
				Subsidiary			Non-
	Corporate			Guarantors			Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	61,704		$	130,243		$	3,832		$	(134,075	)	$	61,704
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		407			36,892			4,108			—			41,407
Amortization of financing fees		6,772			—			—			—			6,772
Costs incurred for extinguishment of debt		28,165			—			—			—			28,165
Provision for doubtful accounts		—			13,499			1,278			—			14,777
Deferred income taxes		(4,746	)		—			—			—			(4,746	)
Stock compensation		4,119			—			—			—			4,119
Tax benefit of stock compensation		4,117			—			—			—			4,117
Equity in net earnings of subsidiaries		(134,075	)		—			—			134,075			—
Changes in assets and liabilities:
Accounts receivable and costs and accrued earnings in excess of billings on contracts in process		—			(54,888	)		(25,758	)		—			(80,646	)
Prepaid expenses and other assets		(2,092	)		6,727			(2,386	)		—			2,249
Accounts payable, accrued salaries and wages and accrued expenses		114,115			(91,866	)		12,863			1,620			36,732
Billings in excess of costs and accrued earnings on contracts in process		—			(10,741	)		7,213			—			(3,528	)
Other long-term liabilities		(6,246	)		4,791			573			—			(882	)
Other, net		507			819			(616	)		(1,620	)		(910	)
Total adjustments		11,043			(94,767	)		(2,725	)		134,075			47,626
Net cash provided by operating activities		72,747			35,476			1,107			—			109,330
Cash flows from investing activities:
Capital expenditures		(1,333	)		(14,124	)		(3,559	)		—			(19,016	)
Net cash used by investing activities		(1,333	)		(14,124	)		(3,559	)		—			(19,016	)
Cash flows from financing activities:
Long-term debt principal payments		(295,455	)		(3,495	)		—			—			(298,950	)
Long-term debt borrowings		24,999			1,527			—			—			26,526
Net borrowings under the line of credit		5,249			—			—			—			5,249
Capital lease obligation payments		(195	)		(14,102	)		(346	)		—			(14,643	)
Short-term note borrowings		—			—			1,540			—			1,540
Short-term note payments		(136	)		(42	)		(1,402	)		—			(1,580	)
Proceeds from common stock offering, net of related expenses		204,286			—			—			—			204,286
Proceeds from sale of common shares from employee stock purchase plan and exercise of stock options		26,624			—			—			—			26,624
Call premiums paid for debt extinguishment		(19,688	)		—			—			—			(19,688	)
Payment for financing fees		(2,887	)		—			—			—			(2,887	)
Net cash used by financing activities		(57,203	)		(16,112	)		(208	)		—			(73,523	)
Net increase (decrease) in cash and cash equivalents		14,211			5,240			(2,660	)		—			16,791
Cash and cash equivalents at beginning of year		9,099			2,316			4,093			—			15,508
Cash and cash equivalents at end of year	$	23,310		$	7,556		$	1,433		$	—		$	32,299

100

URS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(In thousands)

	Year Ended October 31, 2003
							Subsidiary
				Subsidiary			Non-
	Corporate			Guarantors			Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	58,104		$	120,935		$	5,207		$	(126,142	)	$	58,104
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		489			40,010			3,489			—			43,988
Amortization of financing fees		7,496			—			—			—			7,496
Provision for doubtful accounts		—			9,167			(345	)		—			8,822
Deferred income taxes		18,790			—			—			—			18,790
Stock compensation		4,187			—			—			—			4,187
Tax benefit of stock compensation		12			—			—			—			12
Equity in net earnings of subsidiaries		(126,142	)		—			—			126,142			—
Changes in assets and liabilities:
Accounts receivable and costs and accrued earnings in excess of billings on contracts in process		—			53,024			(11,178	)		—			41,846
Prepaid expenses and other assets		(1,823	)		(3,483	)		4,259			—			(1,047	)
Accounts payable, accrued salaries and wages and accrued expenses		194,605			(203,009	)		689			(4,411	)		(12,126	)
Billings in excess of costs and accrued earnings on contracts in process		—			(10,767	)		1,534			—			(9,233	)
Other long-term liabilities		2,189			(1,970	)		7						226
Other, net		(18,366	)		19,882			(849	)		4,411			5,078
Total adjustments		81,437			(97,146	)		(2,394	)		126,142			108,039
Net cash provided by operating activities		139,541			23,789			2,813			—			166,143
Cash flows from investing activities:
Capital expenditures		291			(14,385	)		(4,152	)		—			(18,246	)
Net cash used by investing activities		291			(14,385	)		(4,152	)		—			(18,246	)
Cash flows from financing activities:
Long-term debt principal payments		(117,192	)		(1,221	)		—			—			(118,413	)
Long-term debt borrowings		—			212			—			—			212
Net borrowings under the line of credit		(27,259	)		—			—			—			(27,259	)
Capital lease obligation payments		(45	)		(14,351	)		(198	)		—			(14,594	)
Short-term note borrowings		—			77			1,180			—			1,257
Short-term note payments		(86	)		(27	)		(1,300	)		—			(1,413	)
Proceeds from sale of common shares from employee stock purchase plan and exercise of stock options		17,849			—			—			—			17,849
Net cash used by financing activities		(126,733	)		(15,310	)		(318	)		—			(142,361	)
Net increase (decrease) in cash and cash equivalents		13,099			(5,906	)		(1,657	)		—			5,536
Cash and cash equivalents at beginning of year		(4,000	)		8,222			5,750			—			9,972
Cash and cash equivalents at end of year	$	9,099		$	2,316		$	4,093		$	—		$	15,508

101

URS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(In thousands)

	Year Ended October 31, 2002
							Subsidiary
				Subsidiary			Non-
	Corporate			Guarantors			Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income (loss)	$	55,171		$	103,879		$	1,653		$	(105,532	)	$	55,171
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		417			30,420			2,900			—			33,737
Amortization of financing fees		4,220			—			—			—			4,220
Loss on extinguishment of debt		7,620			—			—			—			7,620
Provision for doubtful accounts		—			3,199			1,734			—			4,933
Deferred income taxes		2,373			—			—			—			2,373
Stock compensation		2,345			—			—			—			2,345
Tax benefit of stock compensation		3,745			—			—			—			3,745
Equity in net earnings of subsidiaries		(105,532	)		—			—			105,532			—
Changes in assets and liabilities, net of business acquired:
Accounts receivable and costs and accrued earnings in excess of billings on contracts in process		—			(52,331	)		(9,644	)		—			(61,975	)
Prepaid expenses and other assets		2,165			6,445			(795	)		—			7,815
Accounts payable, accrued salaries and wages and accrued expenses		21,607			(37,301	)		6,871			2,972			(5,851	)
Billings in excess of costs and accrued earnings on contracts in process		—			(1,843	)		(1,878	)		—			(3,721	)
Other long-term liabilities		31,362			1,268			(372	)		—			32,258
Other, net		6,647			2,920			(758	)		(2,972	)		5,837
Total adjustments		(23,031	)		(47,223	)		(1,942	)		105,532			33,336
Net cash provided (used) by operating activities		32,140			56,656			(289	)		—			88,507
Cash flows from investing activities:
Payment for business acquisition, net of cash acquired		(340,540	)		—			—			—			(340,540	)
Proceeds from sale of a division		—			5,840			—			—			5,840
Capital expenditures		(1,262	)		(46,628	)		(5,503	)		—			(53,393	)
Net cash used by investing activities		(341,802	)		(40,788	)		(5,503	)		—			(388,093	)
Cash flows from financing activities:
Proceeds from issuance of debt		195,280			—			—			—			195,280
Long-term debt principal payments		(381,648	)		—			—			—			(381,648	)
Long-term debt borrowings		476,101			—			—			—			476,101
Net borrowings under the line of credit		27,259			—			—			—			27,259
Capital lease obligation payments		(635	)		(14,137	)		(22	)		—			(14,794	)
Short-term note borrowings		278			—			—			—			278
Short-term note payments		(36	)		(397	)		(3,247	)		—			(3,680	)
Proceeds from sale of common shares and exercise of stock options		17,003			—			—			—			17,003
Payment of financing fees		(29,639	)		—			—			—			(29,639	)
Net cash provided (used) by financing activities		303,963			(14,534	)		(3,269	)		—			286,160
Net increase (decrease) in cash and cash equivalents		(5,699	)		1,334			(9,061	)		—			(13,426	)
Cash and cash equivalents at beginning of year		1,699			6,888			14,811			—			23,398
Cash and cash equivalents at end of year	$	(4,000	)	$	8,222		$	5,750		$	—		$	9,972

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

     (a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining “disclosure controls and procedures” (as defined in rules promulgated under the Exchange Act) for our company. Based on their evaluation as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were sufficiently effective to ensure that the information required to be disclosed by us in this Annual Report on Form 10-K was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and Form 10-K.

     (b) Changes in internal controls. There were no changes in our internal controls over financial reporting during the year ended October 31, 2004 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

     (c) Limitations on the Effectiveness of Controls. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and the Chief Executive Officer and the Chief Financial Officer have concluded that these controls and procedures are effective at the “reasonable assurance” level.

ITEM 9B. OTHER INFORMATION

     The following disclosures would otherwise have been filed on Form 8-K under the heading “Item 1.01. Entry into a Material Definitive Agreement.”

Adjustments to Bonus Plan Performance Targets for Fiscal Year 2004

     Most of our executive officers and selected senior managers (“Designated Participants”) participate annually in our 1999 Incentive Compensation Plan (the “Bonus Plan”). Under the Bonus Plan, the Designated Participants are eligible to earn annual bonuses based on formulas tied to certain predefined financial performance targets that are established annually by our Compensation Committee. Each Designated Participant is assigned a “Target Bonus” at the beginning of the fiscal year, expressed as a percentage of his or her base salary. The Target Bonuses for our executive officers for fiscal year 2004 were as follows: Martin Koffel, 100%; Kent Ainsworth, 65%; Thomas Bishop, 50%; Reed Brimhall, 50%; Gary Jandegian, 65%; Joseph Masters, 50%; Mary Sullivan, 50%; and Randall Wotring, 55%. If the financial performance targets are met, each Designated Participant’s bonus is equal to the Target Bonus. If performance targets are not met, bonuses are determined as a declining percentage of Target Bonuses depending on the extent of the shortfall. No bonus is paid under the Bonus Plan if predetermined minimum financial performance targets are not met. Conversely, if performance targets are exceeded, then bonuses may be earned in excess of the Target Bonus up to a maximum of two times the Target Bonus.

     For fiscal year 2004, a minimum corporate net income target was a prerequisite for all Designated Participants under the Bonus Plan. In addition, the corporate net income target was the sole financial measurement used to determine bonuses for Mr. Koffel, Mr. Ainsworth, Mr. Brimhall, Mr. Masters, and Ms. Sullivan, and operating profit contribution from their respective divisions was an additional financial measurement for Mr. Bishop, Mr. Jandegian and Mr. Wotring.

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     As described under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this report, during fiscal year 2004 we redeemed $70.0 million of our 11 1/2% notes and $190.0 million of our 12 1/4 % notes and, as a result, recognized a pre-tax charge of $28.2 million. This pre-tax charge caused our net income to fall below the predetermined minimum corporate net income target, thus disqualifying all Designated Participants from receiving a payment under the Bonus Plan. In the absence of this pre-tax charge, corporate net income would have exceeded the minimum financial performance target.

     On January 11, 2005, the Compensation Committee acted pursuant to its authority under the Bonus Plan to adjust retroactively the corporate financial performance target to equal actual corporate net income for fiscal year 2004. The Committee determined that the note redemptions, which had not been contemplated at the time the minimum corporate net income target was initially established, benefited our long-term interests and those of our stockholders by reducing our debt and leverage ratios. As a result, the Committee determined that the impact of the note redemptions should be disregarded for purposes of determining whether the minimum financial performance targets had been achieved for fiscal year 2004. This determination had the effect of entitling all Designated Participants to receive payments under the Bonus Plan and specifically entitled Mr. Koffel, Mr. Ainsworth, Mr. Brimhall, Mr. Masters, and Ms. Sullivan to receive 100% of their respective Target Bonuses, and Mr. Wotring to receive 161% of his Target Bonus, for fiscal year 2004.

     In addition, the Compensation Committee retroactively adjusted the minimum URS Division operating profit contribution target downwards from 95% of a predefined number to equal the actual contribution, which actual contribution was only slightly below the predefined number. In the absence of an adjustment, Mr. Bishop and Mr. Jandegian would have been ineligible to receive bonuses for fiscal year 2004. The Committee’s action had the effect of awarding Mr. Bishop and Mr. Jandegian 51% and 38% of their respective Target Bonuses. The Committee determined that the original target had been too aggressive and that a retroactive adjustment was reasonable and appropriate.

     These adjustments disqualified the 2004 Target Bonuses as “performance-based compensation” under 162(m) of the Internal Revenue Code. As a result, we will incur an incremental tax cost of less than $500,000 in 2005 resulting from the loss of deductibility of non-qualifying compensation in excess of $1.0 million paid to senior executives. The Committee has determined this cost to be reasonable relative to the benefits of awarding the bonuses under the Bonus Plan.

Adoption of Bonus Plan Performance Targets for 2005

     The Compensation Committee established the following Target Bonuses for our executive officers with respect to their participation in the Bonus Plan for fiscal year 2005: Martin Koffel, 100%; Kent Ainsworth, 75%; Thomas Bishop, 60%; Reed Brimhall, 55%; Gary Jandegian, 75%; Joseph Masters, 60%; Mary Sullivan, 55%; and Randall Wotring, 75%. On January 11, 2005, the Committee established the financial performance targets for fiscal year 2005 for the Designated Participants. As was the case for the fiscal year 2004 Bonus Plan, for fiscal year 2005, if the financial performance targets are met, each Designated Participant’s bonus will be equal to the Target Bonus. If performance targets are not met, bonuses will be determined as a declining percentage of Target Bonuses depending on the extent of the shortfall. No bonus will be paid under the Bonus Plan if a Designated Participant fails to achieve predetermined minimum financial performance targets. Conversely, if performance targets are exceeded, then bonuses may be earned in excess of the Target Bonus up to a maximum of two times the Target Bonus.

     The Committee also established the financial performance targets under the Bonus Plan. For fiscal year 2005, a minimum corporate net income target is a prerequisite for all Designated Participants under the Bonus Plan. In addition, the corporate net income target will be the sole financial measurement used to determine bonuses for Mr. Koffel, Mr. Ainsworth, Mr. Brimhall, Mr. Masters, and Ms. Sullivan, and operating profit contribution from their respective divisions will be an additional financial measurement for Mr. Bishop, Mr. Jandegian and Mr. Wotring.

     The Committee will have the discretion to adjust financial results for one-time, non-recurring events that were not anticipated in the original fiscal year 2005 performance plan and are allowable under the rules of Section 162(m) of the Internal Revenue Code to qualify as “performance-based” awards.

     The Committee also established a supplemental award pool to allow for performance recognition during the November/December 2004 transition period. That two-month transition period will not be considered part of our

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fiscal year 2005 as a result of the change in our fiscal year end from October 31 to December 31, beginning on January 1, 2005. The payout of bonuses in connection with the transition period will occur at the end of the 2005 performance period based on achievement of the fiscal year 2005 financial performance targets.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Incorporated by reference from the information under the captions “Election of Directors,” Section 16(a) Beneficial Ownership Reporting Compliance and “Information about Our Board of Directors” in our definitive proxy statement for the Annual Meeting of Stockholders to be held on March 22, 2005 and from Item 4A—“Executive Officers of the Registrant” in Part I above.

ITEM 11. EXECUTIVE COMPENSATION

     Incorporated by reference from the information under the captions “Executive Compensation” and “Information about Our Board of Directors” in our definitive proxy statement for the Annual Meeting of Stockholders to be held on March 22, 2005.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

     Incorporated by reference from the information under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our definitive proxy statement for the Annual Meeting of Stockholders to be held on March 22, 2005.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Some of our officers, directors and employees may have disposed of shares of our common stock, both in cashless transactions with us and in market transactions, in connection with exercises of stock options, the vesting of restricted and deferred stock and the payment of withholding taxes due with respect to such exercises and vesting. These officers, directors and employees may continue to dispose of shares of our common stock in this manner and for similar purposes. In addition, please see the information contained under the caption “Certain Relationships and Related Transactions,” in our definitive proxy statement for the Annual Meeting of Stockholders to be held on March 22, 2005.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Incorporated by reference from the information under the caption “Information about our Independent Registered Public Accounting Firm” in our definitive proxy statement for the Annual Meeting of Stockholders to be held on March 22, 2005.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents Filed as Part of this Report.

(1)   Financial Statements and Supplementary Data

•   Report of Independent Registered Public Accounting Firm

•   Consolidated Balance Sheets as of October 31, 2004 and October 31, 2003

•   Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended October 31, 2004, 2003 and 2002

•   Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended October 31, 2004, 2003 and 2002

•   Consolidated Statements of Cash Flows for the fiscal years ended October 31, 2004, 2003 and 2002

•   Notes to Consolidated Financial Statements

(2)	Schedules are omitted because they are not applicable, not required or because the required information is included in the Consolidated Financial Statements or Notes thereto.
(3)	Exhibits

2.3	First Amendment to Agreement and Plan of Merger, dated August 21, 2003, by and among URS Corporation, URS Holdings, Inc., URS-LSS Holdings, Inc., Carlyle-EG&G Holdings Corp., Lear Siegler Services, Inc., and EG&G Technical Services Holdings, L.L.C., filed as Exhibit 2.1 to our Form 10-Q for the quarter ended July 31, 2003, and incorporated herein by reference.
3.1	Certificate of Incorporation of URS Corporation, filed as Exhibit 3.1 to our Form 10-K for the fiscal year ended October 31, 1991, and incorporated herein by reference.
3.2	Certificate of Elimination, as filed with the Secretary of the State of Delaware on July 23, 2003, filed as Exhibit 3.1 to our Form 10-Q for the quarter ended July 31, 2003, and incorporated herein by reference.
3.3	Certificate of Amendment of Certificate of Incorporation of URS Corporation, as amended October 18, 1999, filed as Exhibit 3.3 to our Form 10-K for the fiscal year ended October 31, 2003, and incorporated herein by reference.
3.4	Certificate of Amendment of Certificate of Incorporation of URS Corporation, as amended March 24, 2004, filed as Exhibit 3.1 to our Form 10-Q for the quarter ended April 30, 2004, and incorporated herein by reference.
3.5	By-laws of URS Corporation, as amended through January 22, 2004, filed as Exhibit 3.4 to our Form 10-K for the fiscal year ended October 31, 2003, and incorporated herein by reference.
4.1	Indenture, dated as of February 15, 1987, between URS Corporation and First Interstate Bank of California, Trustee, relating to $57.5 million of our 6 1/2% Convertible Subordinated Debentures Due 2012, filed as Exhibit 4.10 to our Registration Statement on Form S-2 (Commission File No. 33-11668), and incorporated herein by reference.
4.2	Amendment Number 1 to Indenture governing 6 1/2% Convertible Subordinated Debentures due 2012, dated February 21, 1990, between URS Corporation and First Interstate Bank of California, Trustee, filed as Exhibit 4.9 to our Registration Statement on Form S-1 (Commission File No. 33-56296) (the “1990 Form S-1”), and incorporated herein by reference.

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4.3	Securities Purchase Agreement, dated as of May 5, 1999, by and between RCBA Strategic Partners, L.P. and URS Corporation, filed as Exhibit 2.4 to our Form 8-K, dated June 11, 1999, and incorporated herein by reference.
4.4	Indenture, dated as of June 23, 1999, by and among Firststar Bank of Minnesota, N.A., URS Corporation and Subsidiary Guarantors listed therein relating to our 12 1/4% Senior Subordinated Notes due 2009, filed as Exhibit 2.5 to our Form 8-K, dated July 1, 1999, and incorporated herein by reference.
4.5	Form of URS Corporation 12 1/4% Senior Subordinated Notes due 2009, included as an exhibit to Exhibit 4.9, filed as Exhibit 2.5 to our Current Report on Form 8-K, dated July 1, 1999, and incorporated herein by reference.
4.6	Form of URS Corporation 12 1/4% Senior Subordinated Exchange Notes due 2009, included as an exhibit to Exhibit 4.9, filed as Exhibit 2.5 to our Form 8-K, dated July 1, 1999, and incorporated herein by reference.
4.7	Indenture, dated as of August 22, 2002, by and among URS Corporation, the Subsidiary Guarantors listed therein and U.S. Bank, N.A., as Trustee, filed as Exhibit 99.7 to our Form 8-K, dated September 5, 2002, and incorporated herein by reference.
4.8	Second Supplemental Indenture, dated as of August 22, 2002, by and among URS Corporation, the Restricted Subsidiaries listed therein, and U.S. Bank, N.A. (previously known as Firstar Bank of Minnesota, N.A.), as Trustee, filed as Exhibit 99.8 to our Form 8-K, dated September 5, 2002, and incorporated therein by reference.
4.9	Registration Rights Agreement, dated August 22, 2002, by and among URS Corporation, the Subsidiary Guarantors listed therein and Credit Suisse First Boston Corporation, entered into in connection with the 11 1/2% Senior Notes due 2009, filed as Exhibit 99.9 to our Form 8-K, dated September 5, 2002, and incorporated herein by reference.
4.10	Form of URS Corporation 11 1/2% Senior Note due 2009, included as an exhibit to Exhibit 4.1, filed as Exhibit 99.7 to our Form 8-K, dated September 5, 2002, and incorporated herein by reference.
4.11	Form of URS Corporation 11 1/2% Senior Exchange Note due 2009, included as an exhibit to Exhibit 4.1, filed as Exhibit 99.7 to our Form 8-K, filed September 5, 2002, and incorporated herein by reference.
4.12	Credit Agreement, dated as of August 22, 2002, by and among URS Corporation, the lenders named therein, Credit Suisse First Boston Corporation, as co-lead Arranger and Administrative Agent, and Wells Fargo Bank, N. A., as co- lead Arranger and Syndication Agent, filed as Exhibit 99.10 to our Form 8-K, dated September 5, 2002, and incorporated herein by reference.
4.13	First Amendment to the Credit Agreement, dated as of January 30, 2003, by and among URS Corporation, the lenders named therein, Credit Suisse First Boston Corporation as co-lead Arranger and Administrative Agent, and Wells Fargo Bank, N. A., as co-lead Arranger and Syndication Agent, filed as Exhibit 10.1 to our Form 10-Q for the quarter ended January 31, 2003, and incorporated herein by reference.
4.14	Second Amendment to the Credit Agreement, dated as of November 6, 2003, by and among URS Corporation, the lenders named therein, Credit Suisse First Boston Corporation, as co-lead Arranger and Administrative Agent, and Wells Fargo Bank, N. A., as co-lead Arranger and Syndication Agent, filed as Exhibit 4.18 to our Form 10-K for the fiscal year ended October 31, 2003, and incorporated herein by reference.
4.15	Third Amendment to the Credit Agreement, dated as of December 16, 2003, by and among URS Corporation, the lenders named therein, Credit Suisse First Boston Corporation, as co-lead Arranger and Administrative Agent, and Wells Fargo Bank, N. A., as co-lead Arranger and Syndication Agent, filed as Exhibit 4.19 to our Form 10-K for the fiscal year ended October 31, 2003, and incorporated herein by reference.

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4.16	Fourth Amendment to the Credit Agreement, dated as of March 29, 2004, by and among URS Corporation, the lenders named therein, Credit Suisse First Boston Corporation, as co-lead Arranger and Administrative Agent, and Wells Fargo Bank, N. A., as co-lead Arranger and Syndication Agent, filed as Exhibit 10.1 to our Form 10-Q for the quarter ended April 30, 2004, and incorporated herein by reference.
4.17	Fifth Amendment to the Credit Agreement, dated as of June 4, 2004, by and among URS Corporation, the lenders named therein, Credit Suisse First Boston Corporation, as co-lead Arranger and Administrative Agent, and Wells Fargo Bank, N. A., as co-lead Arranger and Syndication Agent, filed as Exhibit 10.2 to our Form 10-Q for the quarter ended April 30, 2004, and incorporated herein by reference.
4.18	Sixth Amendment to the Credit Agreement, dated as of November 29, 2004, by and among URS Corporation, the lenders named therein, Credit Suisse First Boston, as co-lead Arranger and Administrative Agent, and Wells Fargo Bank, N. A., as co-lead Arranger and Syndication Agent, filed as Exhibit 10.1 to our Form 8-K, dated December 3, 2004, and incorporated herein by reference.
4.19	Articles of Incorporation of Aman Environmental Construction, Inc., a California corporation (“Aman”), filed as Exhibit 3.2(i) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.20	Amended and Restated Bylaws of Aman, dated September 9, 2004, filed as Exhibit 4.1 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
4.21	Articles of Incorporation of Banshee Construction Company, Inc., a California corporation (“Banshee”), filed as Exhibit 3.3(1) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.22	Amended and Restated Bylaws of Banshee, dated September 9, 2004, filed as Exhibit 4.2 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
4.23	Articles of Incorporation of Cleveland Wrecking Company, a California corporation (“CWC”), filed as Exhibit 3.4(i) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.24	Amended and Restated Bylaws of CWC, dated September 9, 2004, filed as Exhibit 4.3 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
4.25	Certificate of Formation of URS Resources, LLC, a Delaware limited liability company (“URS Resources”), filed as Exhibit 3.5(i) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.26	Amended and Restated Limited Liability Company Agreement for URS Resources, dated September 9, 2004, filed as Exhibit 4.4 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
4.27	Certificate of Formation of Radian International LLC, a Delaware limited liability company (“Radian”), filed as Exhibit 3.7(i) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.28	Amended and Restated Limited Liability Company of Radian, dated September 9, 2004, filed as Exhibit 4.5 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
4.29	Certificate of Incorporation of Signet Testing Laboratories, Inc. a Delaware corporation (“Signet”), filed as Exhibit 3.8(i) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.30	Amended and Restated Bylaws of Signet, dated September 9, 2004, filed as Exhibit 4.6 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.

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4.31	Articles of Incorporation of URS Construction Services, Inc., a Florida corporation (“URS Construction”), filed as Exhibit 3.9(i) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.32	Bylaws of URS Construction, filed as Exhibit 3.9(ii) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.33	Certificate of Incorporation of URS Corporation, a Nevada corporation (“URS — Nevada”), filed as Exhibit 3.10(i) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.34	Amended and Restated Bylaws of URS — Nevada, dated September 9, 2004, filed as Exhibit 4.7 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
4.35	Certificate of Incorporation of URS Corporation Great Lakes, a Michigan corporation (“URS Great Lakes”), filed as Exhibit 3.11(i) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.36	Amended and Restated Bylaws of URS Great Lakes, dated September 9, 2004, filed as Exhibit 4.8 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
4.37	Certificate of Incorporation of URS Corporation — Maryland, a Maryland corporation (“URS — Maryland”), filed as Exhibit 3.13(i) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.38	Amended and Restated Bylaws of URS — Maryland, dated September 9, 2004, filed as Exhibit 4.9 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
4.39	Certificate of Incorporation of URS Corporation — Ohio, a Ohio corporation (“URS — Ohio”), filed as Exhibit 3.14(i) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.40	Amended and Restated Bylaws of URS — Ohio, dated September 9, 2004, filed as Exhibit 4.10 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
4.41	Articles of Incorporation of URS Corporation Southern, a California corporation (“UCS”), filed as Exhibit 3.15(i) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.42	Amended and Restated Bylaws of UCS, dated September 9, 2004, filed as Exhibit 4.11 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
4.43	Certificate of Incorporation of URS Group, Inc., a Delaware corporation (“URS Group”), filed as Exhibit 3.16(i) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.44	Amended and Restated Bylaws of URS Group, dated September 9, 2004, filed as Exhibit 4.12 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
4.45	Certificate of Incorporation of URS Holdings, Inc., a Delaware corporation (“URS Holdings”), filed as Exhibit 3.17(i) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.46	Amended and Restated Bylaws of URS Holdings, dated September 9, 2004, filed as Exhibit 4.13 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
4.47	Certificate of Incorporation of URS International, Inc., a Delaware corporation (“URS International”), filed as Exhibit 3.18(i) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.48	Amended and Restated Bylaws of URS International, dated September 9, 2004, filed as Exhibit 4.14 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.

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4.49	Certificate of Incorporation of Lear Siegler Services, Inc., a Delaware corporation (“Lear Siegler Services”), filed as Exhibit 3.19(i) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.50	Amended and Restated Bylaws of Lear Siegler Services, dated September 9, 2004, filed as Exhibit 4.15 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
4.51	Certificate of Incorporation of URS Operating Services, Inc., a Delaware corporation (“URS Operating Services”), filed as Exhibit 3.20(i) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.52	Amended and Restated Bylaws of URS Operating Services, dated September 9, 2004, filed as Exhibit 4.16 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
4.53	Certificate of Incorporation of EG&G Defense Materials, Inc., a Utah corporation (“EG&G Defense Materials”), filed as Exhibit 3.21(i) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.54	Amended and Restated Bylaws of EG&G Defense Materials, dated September 9, 2004, filed as Exhibit 4.17 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
4.55	Certificate of Incorporation of EG&G Technical Services, Inc., a Delaware corporation (“EG&G Technical Services”), filed as Exhibit 3.22(i) to our Registration Statement on Form S-4/A (Commission File No. 333-101330), dated March 5, 2003, and incorporated herein by reference.
4.56	Amended and Restated Bylaws of EG&G Technical Services, dated September 9, 2004, filed as Exhibit 4.18 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
4.57	Articles of Incorporation of E.C. Driver & Associates, Inc., a Florida corporation (“E.C. Driver”). FILED HEREWITH.
4.58	Bylaws of E.C. Driver. FILED HEREWITH.
4.59	Certificate of Incorporation of Lear Siegler Logistics International, Inc., a Delaware corporation (“Lear Siegler Logistics”). FILED HEREWITH.
4.60	Bylaws of Lear Siegler Logistics. FILED HEREWITH.
4.61	Certificate of Incorporation of Radian Engineering, Inc., a New York corporation (“Radian Engineering”). FILED HEREWITH.
4.62	Bylaws of Radian Engineering. FILED HEREWITH.
4.63	Certificate of Incorporation of URS Corporation AES, a Connecticut corporation (“URS AES”). FILED HEREWITH.
4.64	Bylaws of URS AES. FILED HEREWITH.
4.65	Articles of Incorporation of URS Corporation Architecture-NC, P.C., a North Carolina corporation (“URS-ARCH NC”). FILED HEREWITH.
4.66	Bylaws of URS-ARCH NC. FILED HEREWITH.
4.67	Certificate of Incorporation of URS Corporation-New York, a New York corporation (“URS-New York”). FILED HEREWITH.
4.68	Bylaws of URS-New York. FILED HEREWITH.
4.69	Specimen Common Stock Certificate, filed as an exhibit to our registration statement on Form S-1 or amendments thereto.

110

10.1*	Employee Stock Purchase Plan of URS Corporation, as amended effective October 12, 1999, filed as Exhibit A to our definitive proxy statement for the 1999 Special Meeting of Stockholders, filed with the SEC on September 7, 1999, and incorporated herein by reference.
10.2*	Amendment to the Employee Stock Purchase Plan of URS Corporation, dated July 14, 2003, filed as Exhibit 10.4 to our Form 10-Q for the quarter ended July 31, 2003, and incorporated herein by reference.
10.3*	URS Corporation 1999 Equity Incentive Plan, as amended, effective July 12, 2004, filed as Exhibit 10.8 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
10.4*	Non-Executive Directors Stock Grant Plan of URS Corporation, adopted December 17, 1996, filed as Exhibit 10.5 to our 1996 Form 10-K filed with the SEC on January 14, 1997, and incorporated herein by reference.
10.5*	Selected Executive Deferred Compensation Plan of URS Corporation, filed as Exhibit 10.3 to the 1990 Form S-1, and incorporated herein by reference.
10.6*	1999 Incentive Compensation Plan of URS Corporation, filed as Appendix A to our definitive proxy statement for the 1999 Annual Meeting of Stockholders, filed with the SEC on February 17, 1999, and incorporated herein by reference.
10.7*	Non-Executive Directors Stock Grant Plan, as amended, filed as Exhibit 10.1 to our Form 10-Q for the quarter ended January 31, 1998, and incorporated herein by reference.
10.8*	EG&G Technical Services, Inc. Amended and Restated Employees Retirement Plan, dated December 31, 2003, filed as Exhibit 10.3 to our Form 10-Q for the quarter ended January 31, 2004, and incorporated herein by reference.
10.9*	Amendment to the EG&G Technical Services, Inc. Employees Retirement Plan, dated as of November 18, 2004, filed as Exhibit 10.3 to our Form 8-K, dated November 24, 2004, and incorporated herein by reference.
10.10*	Amended and Restated Employment Agreement, dated September 5, 2003, between URS Corporation and Martin M. Koffel, filed as Exhibit 10.10 to our Form 10-K for the fiscal year ended October 31, 2003, and incorporated herein by reference.
10.11*	URS Corporation Amended and Restated Supplemental Executive Retirement Agreement, dated as of September 5, 2003, between Martin M. Koffel and URS Corporation, filed as Exhibit 10.11 to our Form 10-K for the fiscal year ended October 31, 2003, and incorporated herein by reference.
10.12*	Employment Agreement, dated September 8, 2000, between URS Corporation and Kent P. Ainsworth, filed as Exhibit 10.11 to our Form 10-K for the fiscal year ended October 31, 2000, and incorporated herein by reference.
10.13*	Amendment to Employment Agreement, dated August 8, 2003, between URS Corporation and Kent P. Ainsworth, filed as Exhibit 10.13 to our Form 10-K for the fiscal year ended October 31, 2003, and incorporated herein by reference.
10.14*	Second amendment to Employment Agreement, dated August 20, 2004, between URS Corporation and Kent P. Ainsworth. FILED HEREWITH.
10.15*	Employment Agreement, dated as of September 8, 2000, between URS Corporation and Joseph Masters, filed as Exhibit 10.26 to our 1999 Form 10-K for the fiscal year ended 1999, and incorporated herein by reference.
10.16*	Amendment to Employment Agreement, dated August 11, 2003, between URS Corporation and Joseph Masters, filed as Exhibit 10.15 to our Form 10-K for the fiscal year ended October 31, 2003, and incorporated herein by reference.
10.17*	Second amendment to Employment Agreement, dated August 20, 2004, between URS Corporation and Joseph Masters. FILED HEREWITH.

111

10.18*	Employment Agreement, dated May 19, 2003, between URS Corporation and Reed N. Brimhall, Vice President, Corporate Controller, filed as Exhibit 10.1 to our Form 10-Q for the quarter ended July 31, 2003, and incorporated herein by reference.
10.19*	Employment Agreement, dated June 15, 2003, between URS Corporation and Mary Sullivan, Vice President of Human Resources, filed as Exhibit 10.2 to our Form 10-Q for the quarter ended July 31, 2003, and incorporated herein by reference.
10.20*	Employment Agreement, dated January 29, 2004, between URS Corporation and Gary V. Jandegian, filed as Exhibit 10.1 to our Form 10-Q for the quarter ended January 31, 2004, and incorporated herein by reference
10.21*	Employment Agreement, dated January 30, 2004, between URS Corporation and Thomas W. Bishop, filed as Exhibit 10.2 to our Form 10-Q for the quarter ended January 31, 2004, and incorporated herein by reference.
10.22*	Employment Agreement, dated as of November 19, 2004, between URS Corporation and Randall A. Wotring, filed as Exhibit 10.1 to our Form 8-K, dated November 24, 2004, and incorporated herein by reference.
10.23	Registration Rights Agreement, dated February 21, 1990, by and among URS Corporation, Wells Fargo Bank, N.A. and the Purchaser Holders listed therein, filed as Exhibit 10.33 to our 1990 Form S-1 and incorporated herein by reference.
10.24	Agreement and Plan of Merger, dated August 18, 1997, by and among URS Corporation, Woodward-Clyde Group, Inc. and W-C Acquisition Corporation, filed as Exhibit 2.1 to our Form 8-K, filed on August 21, 1997, and incorporated herein by reference.
10.25*	URS Corporation 1991 Stock Incentive Plan Nonstatutory Stock Option Agreement, dated as of March 23, 1999, between URS Corporation and Martin M. Koffel, filed as Exhibit 10.2 to our Form 10-Q for the quarter ended July 31, 1999, and incorporated herein by reference.
10.26*	Stock Option Agreement, dated as of November 5, 1999, by and between URS Corporation and Martin M. Koffel, filed as Exhibit 10.24 to our Form 10-K for the fiscal year ended October 31, 1999, and incorporated herein by reference.
10.27*	Stock Option Agreement, dated as of November 5, 1999, by and between URS Corporation and Kent P. Ainsworth, filed as Exhibit 10.25 to our Form 10-K for the fiscal year ended October 31, 1999, and incorporated herein by reference.
10.28*	Stock Option Agreement, dated as of November 5, 1999, by and between URS Corporation and Joseph Masters, filed as Exhibit 10.26 to our Form 10-K for the fiscal year ended October 31, 1999 and incorporated herein by reference.
10.29*	Form of URS Corporation 1999 Equity Incentive Plan Nonstatutory Stock Option Agreement, by and between each of Martin M. Koffel, Kent P. Ainsworth and Joseph Masters and URS Corporation, reflecting grants dated as of April 25, 2001, filed as Exhibit 10.2 to our Form 10-Q for the quarter ended April 30, 2001, and incorporated herein by reference.

112

10.30*	URS Corporation 1999 Equity Incentive Plan Restricted Stock Award Agreement, dated as of September 5, 2003, between Martin M. Koffel and URS Corporation, filed as Exhibit 10.30 to our Form 10-K for the fiscal year ended October 31, 2003, and incorporated herein by reference.
10.31*	Form of Officer Indemnification Agreement filed as Exhibit 10.3 to our Form 10-Q for the quarter ended April 30, 2004, and incorporated herein by reference; dated as of March 23, 2004, between URS Corporation and each of Kent P. Ainsworth, Thomas W. Bishop, Reed N. Brimhall, Gary V. Jandegian, Joseph Masters and Mary E. Sullivan; and dated as of November 19, 2004, between URS Corporation and Randall A. Wotring.
10.32*	Form of Director Indemnification Agreement filed as Exhibit 10.4 to our Form 10-Q for the quarter ended April 30, 2004, and incorporated herein by reference; dated as of March 23, 2004, between URS Corporation and each of H. Jesse Arnelle, Richard C. Blum, Armen Der Marderosian, Mickey P. Foret, Martin M. Koffel, Richard B. Madden, General Joseph W. Ralston, USAF (Ret.), John D. Roach and William D. Walsh; dated as of August 6, 2004, between URS Corporation and Betsy Bernard.
10.33*	Form of URS Corporation 1999 Equity Incentive Plan Restricted Stock Award Agreement, dated as of July 12, 2004, executed between URS Corporation and Martin M. Koffel for 75,000 shares of common stock, filed as Exhibit 10.2 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
10.34*	Form of URS Corporation 1999 Equity Incentive Plan Restricted Stock Unit Award Agreement, dated as of July 12, 2004, executed between URS Corporation and Martin M. Koffel for 50,000 shares of deferred restricted stock units, filed as Exhibit 10.3 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
10.35*	Form of URS Corporation 1999 Equity Incentive Plan Restricted Stock Award Agreement, dated as of July 12, 2004, executed as separate agreements between URS Corporation and each of Kent P. Ainsworth for 40,000 shares of common stock and Joseph Masters for 7,500 shares of common stock, filed as Exhibit 10.4 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
10.36*	Revised form of URS Corporation 1999 Equity Incentive Plan Restricted Stock Award Agreement, dated as of July 12, 2004, executed as separate agreements between URS Corporation and each of Thomas W. Bishop for 7,500 shares of common stock, Reed N. Brimhall for 7,500 shares of common stock, Gary Jandegian for 15,000 shares of common stock and Mary E. Sullivan for 7,500 shares of common stock. FILED HEREWITH.
10.37*	Form of URS Corporation 1999 Equity Incentive Plan Nonstatutory Stock Option Agreement, dated as of July 12, 2004, executed between URS Corporation and Joseph Masters for 10,000 shares of common stock, filed as Exhibit 10.6 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
10.38*	Forms of URS Corporation 1999 Equity Incentive Plan Nonstatutory Stock Option Agreement and Grant Notice, adopted July 12, 2004 as the standard forms under the 1999 Equity Incentive Plan, executed as separate agreements between URS Corporation and each of Thomas W. Bishop for 10,000 shares of common stock, Reed N. Brimhall for 10,000 shares of common stock, Gary Jandegian for 15,000 shares of common stock and Mary E. Sullivan for 10,000 shares of common stock, filed as Exhibit 10.7 to our Form 10-Q for the quarter ended July 31, 2004, and incorporated herein by reference.
21.1	Subsidiaries of URS Corporation. FILED HEREWITH.
23.1	Consent of Independent Registered Public Accounting Firm. FILED HEREWITH.
24.1	Powers of Attorney of URS Corporation’s directors and officers. FILED HEREWITH.

113

31.1	Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. FILED HEREWITH.
31.2	Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. FILED HEREWITH.
32	Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. FILED HEREWITH.

*Represents a management contract or compensatory plan or arrangement.

114

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, URS Corporation, the Registrant, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated January 13, 2005	URS Corporation (Registrant)
	/s/ Kent P. Ainsworth
	Kent P. Ainsworth Executive Vice President, Chief Financial Officer and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the date indicated.

Signature	Title	Date
/s/ MARTIN M. KOFFEL*	Chairman of the Board of Directors	January 13, 2005
	and Chief Executive Officer
(Martin M. Koffel)
/s/ KENT P. AINSWORTH	Executive Vice President,	January 13, 2005
	Chief Financial Officer and Secretary
(Kent P. Ainsworth)
/s/ REED N. BRIMHALL	Vice President, Corporate Controller	January 13, 2005
	and Chief Accounting Officer
(Reed N. Brimhall)
/s/ H. JESSE ARNELLE*	Director	January 13, 2005
(H. Jesse Arnelle)
/s/ BETSY J. BERNARD*	Director	January 13, 2005
(Betsy J. Bernard)
/s/ RICHARD C. BLUM*	Director	January 13, 2005
(Richard C. Blum)
/s/ ARMEN DER MARDEROSIAN*	Director	January 13, 2005
(Armen Der Marderosian)
/s/ MICKEY P. FORET*	Director	January 13, 2005
(Mickey P. Foret)
/s/ RICHARD B. MADDEN*	Director	January 13, 2005
(Richard B. Madden)

115

Signature	Title	Date
/s/ JOSEPH W. RALSTON*	Director	January 13, 2005
(Joseph W. Ralston)
/s/ JOHN D. ROACH*	Director	January 13, 2005
(John D. Roach)
/s/ WILLIAM D. WALSH*	Director	January 13, 2005
(William D. Walsh)
*By /s/ Kent P. Ainsworth
(Kent P. Ainsworth, Attorney-in-fact)
*By /s/ Reed N. Brimhall
(Reed N. Brimhall, Attorney-in-fact)

116

EXHIBIT INDEX

Exhibit No.			Description
	4.57		Articles of Incorporation of E.C. Driver & Associates, Inc., a Florida corporation (“E.C. Driver”). FILED HEREWITH.
	4.58		Bylaws of E.C. Driver. FILED HEREWITH.
	4.59		Certificate of Incorporation of Lear Siegler Logistics International, Inc., a Delaware corporation (“Lear Siegler Logistics”). FILED HEREWITH.
	4.60		Bylaws of Lear Siegler Logistics. FILED HEREWITH.
	4.61		Certificate of Incorporation of Radian Engineering, Inc., a New York corporation (“Radian Engineering”). FILED HEREWITH.
	4.62		Bylaws of Radian Engineering. FILED HEREWITH.
	4.63		Certificate of Incorporation of URS Corporation AES, a Connecticut corporation (“URS AES”). FILED HEREWITH.
	4.64		Bylaws of URS AES. FILED HEREWITH.
	4.65		Articles of Incorporation of URS Corporation Architecture-NC, P.C., a North Carolina corporation (“URS ARCH NC”). FILED HEREWITH.
	4.66		Bylaws of URS ARCH NC. FILED HEREWITH.
	4.67		Certificate of Incorporation of URS Corporation-New York, a New York corporation (“URS-New York”). FILED HEREWITH.
	4.68		Bylaws of URS-New York. FILED HEREWITH.
	10.14	*	Second amendment to Employment Agreement, dated August 20, 2004, between URS Corporation and Kent P. Ainsworth. FILED HEREWITH.
	10.17	*	Second amendment to Employment Agreement, dated August 20, 2004, between URS Corporation and Joseph Masters. FILED HEREWITH.
	10.36	*	Revised form of URS Corporation 1999 Equity Incentive Plan Restricted Stock Award Agreement, dated as of July 12, 2004, executed as separate agreements between URS Corporation and each of Thomas W. Bishop for 7,500 shares of common stock, Reed N. Brimhall for 7,500 shares of common stock, Gary Jandegian for 15,000 shares of common stock and Mary E. Sullivan for 7,500 shares of common stock. FILED HEREWITH.
	21.1		Subsidiaries of URS Corporation. FILED HEREWITH.
	23.1		Consent of Independent Registered Public Accounting Firm. FILED HEREWITH.
	24.1		Powers of Attorney of URS Corporation’s directors and officers. FILED HEREWITH.
	31.1		Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. FILED HEREWITH.
	31.2		Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. FILED HEREWITH.

117

Exhibit No.		Description
	32	Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. FILED HEREWITH.

*Represents a management contract or compensatory plan or arrangement.

118

EX-4.57

EXHIBIT 4.57

ARTICLES OF INCORPORATION OF E.C. DRIVER & ASSOCIATES, INC.

We, the undersigned, hereby associates ourselves together for the purpose of becoming a corporation under the laws of the State of Florida, by and under the provisions of the statutes of the State of Florida providing for the formation, liability, rights, privileges and immunities of a corporation for profit.

Article I

The name of this corporation shall be E. C. DRIVER & ASSOCIATES, INC.

Article II

The general purpose for which this corporation is initially organized includes the transaction of
any or all lawful business for which corporations may be incorporated under the “Florida General
Corporation Act”; including particularly, without limiting the generality of the foregoing, the
practice of engineering and land surveying.

Article III

The capital stock of this corporation shall consist solely of Six Hundred (600) shares of common stock of the par value of Ten ($10.00) Dollars each. The stock shall be paid for in cash, property, labor, or services, at a just valuation to be fixed by the Board of Directors.

Article IV

This corporation shall have a perpetual existence unless sooner terminated by and according to law.

Article V

The initial registered office of the corporation shall be at Suite 203, 547 North Monroe Street, Tallahassee, Florida 32301. The initial registered agent at that address shall be E. C. DRIVER.

Article VI

The directors of this corporation shall be elected by a majority vote. The number of directors shall be as fixed by the by-laws of the corporation, and shall be no less than three, nor more than five.

Article VII

The name and post office address of the first Board of Directors of the corporation who, subject to the provisions of such by-laws as may be adopted, shall hold office for the first year of the corporation’s existence, or until their successors are elected and qualified, are:

Betty M. Driver	15930 S. W. 79th Avenue
	Miami, Florida 33157
E. C. Driver	15930 S. W. 79th Avenue
	Miami, Florida 33157
Frank G. Glenn	1312 Betton Road
	Tallahassee, Florida 32312

Article VIII

The name and post office address of each subscriber and the number of shares which he agrees to take are:

Betty M. Driver	15930 S. W. 79th Avenue
450 Shares	Miami, Florida 33157
E. C. Driver 150 Shares	15930 S. W. 79th Avenue Miami, Florida 33157

Article IX

The names and addresses of the first officers of this corporation, who, subject to the provisions of such by-laws as may be adopted, shall hold office for the first year of the corporation’s existence, or until their successors are elected and qualified, are:

E. C. Driver	15930 S. W. 79th Avenue
President	Miami, Florida 33157
Frank G. Glenn	1312 Betton Road
Vice President	Tallahassee, Florida 32312
Betty M. Driver	15930 S. W. 79th Avenue
Secretary/Treasurer	Miami, Florida 33157

Article X

The following special provisions for the regulation of the business and for the conduct of the affairs of the corporation and creating, dividing, limiting and regulating the powers of the corporation, its stockholders and directors, are hereby adopted as part of these Articles of Incorporation:

(a) All officers shall be elected by the Directors annually, at the first Director’s meeting held each year. The corporation my have such officers, including a general manager, agents and factors, all prescribe their duties and powers as the Directors shall fix, or the by-laws determine, from time to time.

(b) In the election of Directors of the corporation there shall be no cumulative voting of any stock of the corporation.

(c) Any action required or proposed to be taken by the stockholders may be validly effected in the following manner, without notice or formal meeting, viz: Any resolution or proceeding approved in writing by all of the stockholders by the subscription of their names in writing to the same, or to concurrent instruments, shall be as valid and effective as if such action were adopted by the same vote at a regular called meeting of the stockholders; and shall be effective as of the date on which the same shall be filed and noted by the secretary, and such resolution shall thereupon be entered in the Minutes of the corporation under such effective date.

(d) None of the shares of stock in this corporation shall be transferred, sold, assigned, pledged, or otherwise disposed of, or encumbered (save to another shareholder in said corporation, or save by descent, bequest, or devise), unless and until the holder thereof shall have first offered to sell such shares at the book value thereof to each of the other stockholders. Such offer to sell such shares shall be made in writing, and shall continue for thirty (30) days. The book value of said shares shall be computed from the books of the corporation maintained in accordance with generally accepted principles of accounting. If more than one of the other stockholders desire to purchase such stock, those so desiring to purchase shall be entitled to do so in such proportions as they hold their shares of capital stock in this corporation. All shares of stock shall have written across the face thereof the words, “This stock is transferable only in accordance with Section (d) of Article X of the Articles of Incorporation of E. C. Driver & Associates, Inc.”

(e) No contract or other transaction of the corporation with any other person, firm, or corporation, or in which this corporation is interested, shall be affected or invalidated by (i) the fact that any one or more of the Directors of this corporation is interested in, or is a director or officer of another corporation, (ii) the fact that any Director, individually or jointly with others, may be a party to or may be interested in any such contract or transaction, and each and every person who may become a director of this corporation is hereby relieved from any liability that may otherwise arise by reason of his contracting with the corporation for the benefit of himself, or any firm or corporation in which he may anywise be interested.

(f) Any one or more, or all, of the Directors may be removed for cause at any time by vote of the stockholders holding a majority of the stock of this corporation, at any special meeting called for that purpose.

(g) One or more of the principal officers of the corporation, and all personnel of the corporation who act in its behalf as land surveyors or engineers in this state, must be registered as provided by applicable statutes of the State of Florida relating to the registration of land surveyors and engineers.

IN WITNESS WHEREOF, the undersigned have made and subscribed these Articles of Incorporation at Tallahassee, Leon County, Florida, for the uses and purposes aforesaid.

/s/ Betty Driver

/s/ E. C. Driver

EX-4.58

EXHIBIT 4.58

E. C. DRIVER & ASSOCIATES, INC.

AMENDED & RESTATED BY-LAWS
* * * * *

ARTICLE I
OFFICES

     Section 1. The registered office shall be located in Plantation, Florida or at such place as may be designated from time to time.

     Section 2. The corporation may also have offices at such other places both within and without the State of Florida as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of shareholders for the election of directors shall be held in San Francisco, State of California, or at such place as may be fixed from time to time by the board of directors.

     Section 2. Annual meetings of shareholders shall be held on the 2nd day of January if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

     Section 3. Written or printed notice of the annual meeting stating the place, date and hour of the meeting shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, secretary, or the officer or person calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Florida as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Special meetings of shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the board of directors, or the holders of not less than one-tenth of all the shares entitled to vote at the meeting.

     Section 3. Written or printed notice of a special meeting stating the place, day, and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the board, president, or the holders of not less than one-tenth of all the shares entitled to vote at the meeting to each shareholder of record entitled to vote at such meeting.

     Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV
QUORUM AND VOTING OF STOCK

     Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

     Section 2. If a quorum is present, the affirmative vote of a plurality of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number or voting by classes is required by law or the articles of incorporation.

     Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by the shareholder’s duly authorized attorney-in-fact.

     In all elections for directors every shareholder, entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by such shareholder, for as many persons as there are directors to be elected, or if the articles of incorporation so provide, to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as the shareholder may see fit.

     Section 4. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V
DIRECTORS

     Section 1. The number of directors shall be determined from time to time by resolution of the Board of Directors, provided that the Board of Directors shall consist of at least one

member. Directors need not be residents of the State of Florida nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

     The number of directors may be increased or decreased by amendment to the articles of incorporation or to these bylaws.

     Section 2. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors, or by the shareholders, unless the articles of incorporation provide otherwise. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

     Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised or done by the shareholders.

     Section 4. The directors may keep the books of the corporation outside of the State of Florida, except such as are required by law to be kept within the state, at such place or places as they may from time to time determine.

     Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Florida.

     Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

     Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

     Section 4. Meetings of the board of directors may be called by the chairman of the board

or by the president. Special meetings of the board of directors shall be preceded by no fewer than ten days’ notice sent to directors of the date, time, and place of the meeting. Notice may be sent in writing or orally, and communicated in person, by telephone, telegraph, teletype, electronic communication, or by mail. The notice shall include the purpose of the meeting.

     Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director, at the beginning of the meeting or promptly upon arrival, objects to the transaction of any business because the meeting is not lawfully called or convened.

     Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a different number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. Whether or not a quorum shall be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

ARTICLE VII
EXECUTIVE COMMITTEES

     Section 1. The board of directors, by resolution adopted by a majority of the full board of directors, may designate two or more directors to constitute an executive committee, to the extent provided in such resolution, which shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII
NOTICES

     Section 1. Whenever any notice whatsoever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX
OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

     Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, a secretary and a treasurer, none of whom need be a member of the board.

     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

     Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

     Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision the secretary shall be. The secretary shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the secretary’s signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by such officer’s signature.

     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

     Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all the treasurer’s transactions as treasurer and of the financial condition of the corporation.

     Section 13. If required by the board of directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the treasurer’s office and for the restoration to the corporation, in case of the treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the treasurer’s possession or under the treasurer’s control belonging to the corporation.

     Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X
CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by the president of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full or summary statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

     Section 2. The signature of the officer of the corporation upon a certificate may be a facsimile. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

UNCERTIFICATED SHARES

     Section 3. The board of directors of the corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Shares already represented by certificates shall not be affected until they are surrendered to the corporation.

     Section 4. Within a reasonable amount of time after the issuance or transfer of shares without certificates, the corporation shall send shareholders a written statement of the information required on the certificates by F.S. section 607.0625 (2) and (3), and, if applicable, F.S. section 607.0627.

LOST CERTIFICATES

     Section 5. The board of directors may direct a new certificate or an equivalent new uncertificated security in place of any certificate therefore issued by the corporation alleged to have been lost, destroyed, or wrongfully taken. When authorizing such issuance of a new certificate or an equivalent new uncertificated security, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost, destroyed, or wrongfully taken.

TRANSFERS OF SHARES

     Section 6. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate or an equivalent new uncertificated security shall be issued to the person entitled thereto, and the old certificate canceled and the transaction recorded upon the books of the corporation.

LIST OF SHAREHOLDERS

     Section 8. After fixing a record date for a meeting, the officer or agent in charge of the records for shares shall prepare an alphabetical list of the names of all shareholders who are entitled to notice of a shareholders’ meeting, arranged by voting group, with the address of, and the number and class and series, if any, of shares held by each. The shareholders’ list shall be available for inspection by any shareholder for a period of 10 days prior to the meeting and shall be kept on file at the corporation’s principal office. A shareholder or the shareholder’s agent or attorney shall be entitled on written demand to inspect the list, subject to the requirements of F.S. section 607.1602(3) during regular business hours and at the shareholder’s expense, during the period it shall be available for inspection. The shareholders’ list shall be made available at the meeting, and any shareholder or the shareholder’s agent or attorney shall be entitled to inspect the list at any time during the meeting or any adjournment. The shareholders’ list shall be prima facie evidence of the identity of shareholders entitled to examine the shareholders’ list or to vote at a meeting of shareholders.

ARTICLE XI

GENERAL PROVISIONS
DISTRIBUTIONS

     Section 1. Subject to the restrictions of the articles of incorporation relating thereto, if any, and to limitation by statute, distributions may be declared by the board of directors at any regular or special meeting, pursuant to law. Distributions may be made in cash, in property, or as a dividend. Share dividends may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series, subject to the provisions of the articles of incorporation.

     Section 2. Before any distribution may be made, there may be set aside out of any funds of the corporation available for distributions such sum or sums as the directors from time to time, in their absolute discretion, think proper to meet debts of the corporation as they become due in the usual course of business, or for such other purpose as the directors shall think conducive to the interest of the corporation.

CHECKS

     Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be December 31.

SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Florida”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII
AMENDMENTS

     Section 1. These bylaws may be altered, amended, or repealed or new bylaws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board.

EX-4.59

EXHIBIT 4.59

CERTIFICATE OF INCORPORATION OF
LEAR SIEGLER LOGISTICS INTERNATIONAL, INC., A DELAWARE CORPORATION
(“LEAR SIEGLER LOGISTICS”)

STATE of DELAWARE
CERTIFICATE of INCORPORATION
OF
LEAR SIEGLER LOGISTICS INTERNATIONAL, INC.

     1. The name of the corporation (the “Corporation”) is Lear Siegler Logistics international, Inc.

     2. The address of the registered office of the Corporation in the State of Delaware is 1209 Orange St., Wilmington, DE 19801, County of New Castle; and the name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

     3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     4. The total number of shares of stock which the Corporation shall have authority to issue is One Thousand (1,000) and the par value of such shares is One Cent ($.0 1) amounting in the aggregate to Ten Dollars ($10.00).

     5. The name and mailing address of the incorporator who shall serve until the certificate of incorporation has been filed is:

Roger Klein, Esq.
Howrey Simon Arnold & White, LLP
1299 Pennsylvania Ave., N.W.
Washington, D.C. 20004

     6. The name of the individual who shall serve as director of the Corporation until his successors are duly elected and qualified is:

John Moellering

     7. No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts

or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

     8. The Corporation shall have perpetual existence.

     9. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

     10. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

     I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 27th day of April, A.D. 2000.

BY:	/S/ Roger Klein
	Roger Klein

EX-4.60

EXHIBIT 4.60

BYLAWS OF LEAR SIEGLER LOGISTICS

BYLAWS
as amended
OF
LEAR SIEGLER LOGISTICS INTERNATIONAL, INC.

(hereinafter called the “Corporation”)

ARTICLE I. OFFICES

     Section 1. Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, Delaware.

     Section 2. Other Offices. The Corporation may have offices at such other places either within or without the State of Delaware as the Board of Directors may from time to time appoint or as the business of the Corporation may require.

ARTICLE II. STOCKHOLDERS

     Section 1. Annual Meetings. The annual meeting of the stockholders of the Corporation, for the purpose of electing directors for the ensuing year and for the transaction of such other business as may properly come before the meeting, shall be held on the first day of April each year or, if such date is a legal holiday in the State of Delaware then at the same hour on the first business day thereafter which is not a legal holiday.

     Section 2. Special Meetings. A special meeting of the stockholders may be called at any time by the President or by the Board of Directors, or by the holders of not less than one-third of all the shares entitled to vote as such a meeting.

     Section 3. Place of Meetings. Each annual meeting of the stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Delaware as the Board of Directors may designate in calling such a meeting.

     Section 4. Notice of Meetings. Written notice of each annual and each special meeting of the stockholders shall be given, by or at the direction of the officer or other persons calling the meeting. Such notice shall state the purpose or purposes for which the meeting is called, the time when and the place where it is to be held, and such other information as may be required by law. Except as otherwise required by law, a copy thereof shall be delivered personally or mailed in a postage prepaid envelope, not less than ten (10) days, except if the purpose of the meeting is to act

on amendment of the Articles of Incorporation or on a reduction of stated capital or on a plan of merger or consolidation in which event such notice shall be mailed not less than 15 days, or more than 50 days before such meeting, to each stockholder of record entitled to vote at such meeting, and if mailed, it shall be directed to such stockholder at his address as it appears on the stock transfer books of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to the address designated in such request. Notwithstanding the foregoing, a waiver of any notice herein or by law required, whether before or after the time of the event for which notice was required to be given, shall be the equivalent of the giving of such notice. A stockholder who attends shall be deemed to have had timely and proper notice of the meeting, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Notice of any adjourned or recessed meeting need not be given.

     Section 5. Quorum. Except as otherwise provided by law, at any meeting of the stockholders of the Corporation, the presence in person or by proxy of the holders of a majority in number of the outstanding shares of stock entitled to vote at such meeting shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority in voting power of the stockholders present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time and from place to place until a quorum is obtained. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

     Section 6. Organization. At every meeting of the stockholders, the President, or some person appointed by him, or, in the absence of the President, a person chosen by a majority vote of the stockholders present in person or by proxy and entitled to vote, shall act as Chairman of the meeting. The Secretary, or an Assistant Secretary, or, in the discretion of the Chairman, any person designated by him, shall act as secretary of the meeting.

     Section 7. Business and Order of Business. At each meeting of the stockholders such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of meeting or in a waiver of notice thereof, except as otherwise by law or by these Bylaws expressly provided. The order of business at all meetings of stockholders shall be as follows:

     1. Call to order.

     2. Selection of secretary of the meeting.

     3. Determination of quorum.

     4. Appointment of voting tellers.

     5. Nomination and election of directors.

     6. Other business.

     Section 8. Voting. Except as otherwise provided by law or by the Articles of Incorporation, holders of Common Stock shall be entitled to vote upon matters to be voted upon by the stockholders. At each meeting of stockholders held for any purpose, each stockholder of record of stock entitled to vote thereat shall be entitled to vote the shares of such stock standing in his name on the books of the Corporation on the date determined in accordance with Section 10 of this Article, each such share entitling him to one vote.

     Any stockholder entitled to vote may vote either in person or by proxy duly appointed by an instrument in writing subscribed by such stockholder (or by his attorney thereunto duly authorized) and delivered to the Secretary of the meeting; provided, however, that no proxy shall be voted on after eleven months from its date, unless said proxy provides for a longer period.

     If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by law or the Articles of Incorporation.

     The vote for directors at any such meeting shall be by ballot. In other cases, the voting shall be by voice or by ballot as the Chairman may decide, except that upon demand for a vote on any question or election, made by any stockholder or his proxy present and entitled to vote on such question or election, such vote by ballot shall immediately be taken.

     Section 9. Voting List. The Secretary of the Corporation shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at any such meeting or any adjournment thereof, with the address of and the number of shares held by each. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any stockholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at any meeting of stockholders.

     If the requirements of this section have not been substantially complied with, the meeting shall, on the demand of any stockholder in person or by proxy, be adjourned until the requirements are complied with.

     Section 10. Record Dates. The Board of Directors may fix in advance a date not exceeding fifty (50) days preceding the date of any meeting of stockholders, or the date for payment of any dividend, or the date when any change or conversion or exchange of capital stock shall go into effect, or in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent; and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend or to receive such allotment of rights, or to exercise such rights, or give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid.

     If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as herein provided, such determination shall apply to any adjournment thereof.

     Section 11. Certification of Stock. Every stockholder of the Corporation shall be entitled to a certificate or certificates, certifying the number and class of shares of the stock of the Corporation owned by him. The President or any Vice President and either the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, or any two officers of the Corporation designated by the Board of Directors, shall sign such certificates.

     Section 12. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

     Section 13. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

     Section 14. Action by Stockholders Without a Meeting. Any action required to be taken at a meeting of the stockholders of the Corporation, or which may be taken at such a meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of stockholders.

ARTICLE III. DIRECTORS

     Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors, and all corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by these Bylaws, by the Articles of Incorporation, or by law.

     Section 2. Number, Term of Office and Qualifications. Until changed by an amendment to these Bylaws, the number of directors shall be not less than one nor more than fifteen. A Board of Directors shall be elected annually in the manner provided in these Bylaws, and each director shall hold office until the annual meeting next following his election and until his successor shall have been elected, or until his death, resignation or removal. No decrease in the number of directors by amendment to these Bylaws shall have the effect of shortening the term of any incumbent director. Directors need not be stockholders.

     Section 3. Election of Directors. At each meeting of the stockholders for the election of directors, a quorum being present, the election shall be as provided in these Bylaws. If the election of directors shall not be held on the day designated for any annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as conveniently may be.

     Section 4. Removal of Directors. Any director may be removed at any time, either with or without cause, by the affirmative vote of three-fourths in voting power of the stockholders of record of the Corporation entitled to elect a successor, given in person or by proxy at a special meeting of such stockholders called expressly for that purpose, at which a quorum shall be present.

     Section 5. Organization. At each meeting of the Board of Directors, a director, chosen by the majority of the directors present, shall act as Chairman. The Secretary of the Corporation, or an Assistant Secretary, or, in the discretion of the Chairman, any person appointed by him, shall act as secretary of the meeting.

     Section 6. Place of Meeting, etc. The Board of Directors may hold its meetings at such place or places within or without the State of Delaware as the Board of Directors may from time to time by resolution determine, or (unless contrary to resolution of the Board of Directors), at such place as shall be specified in the respective notices or waivers of notice thereof. Unless otherwise restricted by law or by the Articles of Incorporation, members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

     Section 7. Annual Meeting. The Board of Directors may meet, without notice of such meeting, for the purpose of organization, the election of officers and the transaction of other business, on the same day as, at the place at which, and as soon as practicable after each annual election of directors is held. Such annual meeting may be held at any other time or place specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or in a waiver of notice thereof.

     Section 8. Regular Meetings. Regular meetings of the Board of Directors may be held at such times and places as may be fixed from time to time by action of the Board of Directors. Unless required by resolution of the Board of Directors, notification of any such meeting need not be given.

     Section 9. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President, or by any three or more directors, or, at the direction of any of the foregoing, by the Secretary. Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least three (3) days before the date on which the meeting is to be held; or such notice shall be sent to each director at such place by telegraph, cable, or wireless, twenty-four (24) hours before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting, but need not state the

purposes of the meeting. Notice of any adjourned or recessed meeting of the directors need not be given.

     Section 10. Waivers of Notice of Meetings. Anything in these Bylaws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any director if such notice shall be waived by him in writing (including telegraph, cable or wireless) before or after the meeting. A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

     Section 11. Quorum and Manner of Acting. A majority of the number of directors at the time fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum be had. The directors shall act only as a Board and the individual directors shall have no power as such.

     Section 12. Resignations. Any director of the Corporation may resign at any time, in writing, by notifying the President or the Secretary of the Corporation. Such resignation shall take effect at the time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

     Section 13. Vacancies. Any vacancy in the Board of Directors, caused by death, resignation, removal, disqualification, or any other cause (other than an increase by more than two (2) in the number of directors), may be filled for the unexpired term by the majority vote of the remaining directors then in office, though less than quorum, at any regular or special meeting of the Board of Directors.

     Section 14. Compensation. Each director who is not a salaried employee of the Corporation, shall be entitled to receive from the Corporation such amount per annum or such fees for attendance at directors’ meetings, or both, and such additional amounts for service upon Committees, as the Board of Directors shall from time to time determine, together with reimbursement for the reasonable expenses incurred by him in connection with the performance of his duties. Nothing in this section shall preclude any director from serving the Corporation or any subsidiary in any other capacity and receiving proper compensation therefor.

     Section 15. Committees. The Board of Directors, may by resolution adopted by a vote of a majority of the number of directors at the time fixed by these Bylaws, designate two (2) or more of their number as an Executive Committee. While the Board of Directors is not in session, the Executive Committee, if there then be such a committee, shall have and exercise the authority of the Board of Directors in the management of the business and affairs of the Corporation, subject to the restrictions hereinafter set out and further subject to such limitations upon its authority as the Board may, from time to time, impose. In no authority to approve an amendment to the Articles of Incorporation or a plan of merger or consolidation, to amend these Bylaws, or to elect officers or fix their compensation. The Executive Committee shall have the power to authorize the seal of the

Corporation to be affixed to all papers which may require it.

     In addition to an Executive Committee the Board of Directors may, by resolution of a majority of the directors present at any meeting at which a quorum is present, designate other committee of limited authority, each such committee to consist of two (2) or more directors.

     Unless the Board of Directors by resolution otherwise provides, the Executive Committee and each other committee shall choose its own chairman and secretary. The Executive Committee and each other committee shall record all its acts and proceedings and report the same from time to time to the Board of Directors.

     Regular meetings of any such committee, of which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee. Special meetings of any such committee may be called at the request of any two (2) meetings of the committee. Notice of each special meeting of such a committee shall be given by the persons calling the same as provided by these Bylaws for special meetings of the full Board.

     A majority of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee. Members of any such committee shall act only as a committee and the individual members shall have no power as such.

     The Board of Directors shall have the power at any time to change the members of, fill vacancies in, and discharge any such committee, either with or without cause. The appointment of any director to any such committee, if not sooner terminated, shall automatically terminate upon the expiration of his term as a director or upon the earlier cessation of his membership on the Board of Directors.

     Section 16. Directors’ Action Without a Meeting. Unless otherwise provided by the Articles of Incorporation, any action required to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed before such action by all the directors, or all the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote.

ARTICLE IV. OFFICERS

     Section 1. Officers. The officers of the Corporation shall be a President, a Treasurer, a Secretary, and where elected, one or more Vice Presidents, and the holders of such other offices as may be established in accordance with the provisions of Section 3 of this Article. Any two or more offices may be held by the same person, provided only, that the same person shall not hold the office of both President and Secretary.

     Section 2. Election, Term of Office and Qualifications. The officers shall be elected

annually by the Board of Directors, as soon as practicable after the annual election of directors in each year. Each officer shall hold office until his successor shall have been duly chosen and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

     Section 3. Subordinate Officers. The Board of Directors may from time to time establish offices in addition to those designated in Section 1 with such duties as are provided in these Bylaws, or as they may from time to time determine.

     Section 4. Removal. Any officer may be removed, either with or without cause, by resolution declaring such removal to be in the best interests of the Corporation and adopted at any regular or special meeting of the Board of Directors by a majority of the directors then in office. Any such removal shall be without prejudice to the recovery of damages for breach of the contract rights, if any, of the person removed. Election or appointment of an officer or agent shall not of itself, however, create contract rights.

     Section 5. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or the President or the Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. No resignation hereunder, however, or the acceptance thereof by the Board of Directors, shall prejudice the contract or other rights, if any, of the Corporation with respect to the person resigning.

     Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors.

     Section 7. Compensation. Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors or in such manner as it shall determine. No officer shall be prevented from receiving his salary by reason of the fact that he is also a director of the Corporation.

     Section 8. President. The President shall be a director and shall be the chief executive and administrative officer of the Corporation and have general supervision of the business of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of directors. In general he shall perform all duties incident to the office of President and such other duties as may from time to time be designated to him by the Board of Directors or by any duly authorized committee of directors, and shall have such other powers and authorities as are elsewhere in these Bylaws conferred upon him. The President may preside at all meetings of stockholders and may appoint tellers to oversee the voting of shareholders.

     Section 9. The Vice Presidents. The Vice Presidents shall perform such duties as from time to time may be assigned to them by the Board of Directors, or by any duly authorized committee of directors or by the President, and shall have such other powers and authorities as are elsewhere in these Bylaws conferred upon them.

     Section 10. Treasurer. Except as may otherwise be specifically provided by the Board of Directors or any duly authorized committee of directors consistent therewith, the Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation; receive and receipt for money paid to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; against proper vouchers, cause such funds to be disbursed by check or draft on the authorized depositories of the Corporation signed in such manner as shall be determined in accordance with the provisions of these Bylaws; regularly enter or cause to be entered in books to be kept by him or under his direction, full and adequate accounts of all money received and paid by him for account of the Corporation; in general, perform all the duties incident to the Office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors, or by the President; and have such other powers and authorities as are elsewhere in these Bylaws conferred upon him.

     Section 11. Secretary. The Secretary shall act as Secretary of all meetings of the stockholders and of the Board of Directors of the Corporation; shall keep the minutes thereof in the proper book or books to be provided for that purpose; shall see that all notices required to be given by the Corporation are duly given and served; shall be the custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with the provisions of these Bylaws; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that any reports or statements relating thereto, required by law or otherwise, are properly kept and filed; shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, or by any duly authorized committee of directors or by the President; and shall have such other powers and authorities as are elsewhere in these Bylaws conferred upon him.

     Section 12. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Treasurer and by the Secretary, respectively, or by the Board of Directors, or by any duly authorized committee of directors, or by the President; and shall have such other powers and authorities as are elsewhere in these Bylaws conferred upon them.

     Section 13. Certain Officers to Give Bonds. Every officer, agent or employee of the Corporation, who may receive, handle or disburse money for its account or who may have any of the Corporation’s property in his custody or be responsible for its safety or preservation, may be required, in the discretion of the Board of Directors, to give bond, in such sum and with such sureties and in such form as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation in the event of his death, resignation, or removal from office, of all books, papers, vouchers, moneys and other property of whatsoever kind in his custody belonging to the Corporation.

     ARTICLE V. CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     Section 1. Execution of Contracts and Other Documents. The Board of Directors or any duly authorized committee of directors, except as by law or by these Bylaws otherwise required, may authorize any officer or officers, agent or agents, in the name of and on behalf of the Corporation to enter into any contract or execute any deed or other instrument, and any such authority may be general or confined to specific instances. Whenever the Board of Directors, in authorizing or directing the execution of any contract, deed or other instrument, shall fail to specify the officer or other agent or agents who are to execute the same, such contract, deed, or other instrument shall be executed on behalf of the Corporation by the President or any Vice President and, where necessary or appropriate, the corporate seal shall be affixed thereto and attested by the Secretary or any Assistant Secretary.

     Section 2. Loans. Any officer or officers, or agent or agents of the Corporation thereunto authorized by the Board of Directors or by any duly authorized committee of directors, may effect loans or advances at any time for the Corporation, in the ordinary course of the Corporation’s business, from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized to do so may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority conferred by the Board of Directors or any duly authorized committee of directors may be general or confined to specific instances.

     Section 3. Checks, Drafts, Withdrawal of Securities, Safe Deposit Boxes, etc. All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors or of any duly authorized committee of directors.

     Section 4. Deposits. The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors or any duly authorized committee of directors may from time to time select, or as may be selected by an officer or officers, or agent or agents of the Corporation to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of directors.

ARTICLE VI. MISCELLANEOUS

     Section 1. Seal. The corporate seal of the Corporation shall be in such form as may be approved by the Board of Directors.

     Section 2. Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and end on the last day of December.

     Section 3. Inspection of Books. Any person who shall have been a stockholder of record

for at least six (6) months immediately preceding his demand or who shall be the holder of record of at least two (2%) percent of all the outstanding shares of the Corporation’s stock, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the Corporation’s books and records of accounts, minutes and record of stockholders, and to make extracts therefrom.

     Section 4. Voting of Stock or Other Securities Held. Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation to cast the votes which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporations, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of this Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments that he may deem necessary or proper in the premises; or the President may himself attend any meeting of the holders of stock or other securities of any such other corporation and thereat vote or exercise any or all other powers of this Corporation as the holder of such stock or other securities of such other corporation.

     Section 5. Indemnification

     A. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

     B. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that

no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

     C. To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsections A or B, or in defense or any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

     D. Any indemnification under subsections A or B (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections A and B. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or, if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, (2) by independent legal counsel in a written opinion, or (3) by the stockholders.

     E. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section.

     F. The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in other capacity while holding such office. The indemnification provided by these Bylaws shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     G. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

ARTICLE VII. AMENDMENTS

     Section 1. By the Directors. The Board of Directors by a majority vote thereof shall have the power to make, alter, amend or repeal the Bylaws of the Corporation at any regular or special meeting of the Board.

     Section 2. By the Stockholders. All Bylaws shall be subject to amendment, alteration or repeal by the stockholders entitled to vote at any annual or special meeting. The stockholders, at any annual or special meeting, may provide that certain bylaws by them adopted, approved or designated may not be amended, altered or repealed except by a certain specified percentage in interest of the stockholders or by a certain specified percentage in interest of a particular class of stockholders.

EX-4.61

EXHIBIT 4.61

CERTIFICATE OF INCORPORATION OF RADIAN ENGINEERING, INC.,

A NEW YORK CORPORATION (“RADIAN ENGINEERING”)

CERTIFICATE OF INCORPORATION
OF
GEORGE S. ARMSTRONG & CO. INC.
Pursuant to Article Two of the Stock Corporation Law

WE, THE UNDERSIGNED, for the purpose of forming a corporation pursuant to article two of the Stock Corporation Law of the State of New York, do hereby certify:

FIRST: The name of the proposed corporation is George S. Armstrong & Co. Inc.

SECOND: The purposes for which it is to be formed are:

     To conduct the business of mechanical, electrical and industrial engineering; to design, lay out, plan and make plans and specifications for the construction of plants, factories and buildings of all kinds, bridges, viaducts, tunnels, dams and railroads, machinery, plants apparatus, appliances, accessories, equipment, supplies, means and materials, of all kinds, for the generation, production, transmission, transformation, accumulation, storage, distribution, supplying application and utilization of electricity for any and all purposes; to make tests of iron, steel and other materials entering into the construction of buildings and other structures; to engage and maintain a corps of competent mechanical, electrical and industrial engineers, draftsmen and other assistants necessary to carry out the above objects; to supervise construction or installation of the above, and generally to do all things that a mechanical, electrical or industrial engineer ordinarily does.

     To manufacture, purchase, or otherwise acquire, own, mortgage, pledge, sell, assign and transfer, or otherwise dispose of, to invest, trade, deal in and deal with, goods, wares and merchandise and real and personal property of every class and description.

     To acquire, and pay for in case, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation engaged in the same or similar business.

     To acquire, hold, use, sell, assign, lease, grand licenses in respect of, mortgage, or otherwise dispose of letters patent of the United States or any foreign country, patent rights,

licenses and privileges, inventions, improvements and processes, copyrights, traded-marks and trade names, relating to or useful in connection with any business of this corporation.

     To purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of shares of the capital stock of, or any bonds, securities or evidences of indebtedness created by any other corporation or corporations existing under the laws of this state or any other state, country, nation or government, and while the owner thereof to exercise all the rights, powers and privileges of ownership.

     To issue bonds, debentures, or obligations of this corporation from time to time, for any of the objects or purposes of the corporation, and to secure the same my mortgage, pledge, deed of trust, or otherwise.

     To purchase, hold, sell and transfer the shares of its own capital stock; provided it shall not use its funds or property for the purchase of its owns shares of capital stock when such use would cause any impairment of its capital; and provided further that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly.

     To have one or more offices, to carry on all or any of its operations and business and without restriction or limited as to amount to purchase or otherwise acquire, hold, own, mortgage, sell, convey, or otherwise dispose of real and personal property of every class and description in any of the states, districts, territories or colonies of the United States, and in any and all foreign countries, subject to the laws of such state, district, territory, colony or country.

     In general, to carry on any other similar business in connection with the foregoing, and to have and exercise all the powers conferred by the laws of New York upon corporations formed under the act hereinbefore referred to, and to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do.

     The foregoing clauses shall be construed both as objects and powers, and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of this corporation.

THIRD: The amount of the capital stock shall be One Thousand Dollars ($1000).

FOURTH: The number of shares of which the capital stock shall consist is one hundred (100) shares of common stock of the par value of Ten Dollars ($10) per share.

FIFTH: The office of the corporation is to be located in the City of New York, County of New York and State of New York.

SIXTH: The duration of the corporation shall be perpetual

SEVENTH: The number of its directors shall not be less than three (3), nor more than seven (7). Directors need not be stockholders.

EIGHTH: The names and post office addresses of the directors until the first annual meeting of the stockholders are:

NAMES	POST OFFICE ADDRESSES
George S. Armstrong	55 Wall Street, New York, N.Y.
Douglas B. Steimle	55 Wall Street, New York, N.Y.
John A. Hill	55 Wall Street, New York, N.Y.

NINTH: The name and post office address of each subscriber of this certificate of incorporation and a statement of the number of shares of stock which each agrees to take in the corporation are:

NAME	POST OFFICE ADDRESS	NO. OF SHARES
John M. Briley	55 Wall Street, New York, N.Y.		1
Douglas B. Steimle	55 Wall Street, New York, N.Y.		1
John A. Hill	55 Wall Street, New York, N.Y.		1

TENTH: All of the subscribers of the certification are of full age, at least two-thirds of them are citizens of the United States, at least one of them is a resident of the State of New York and at least one of the persons named as a director is a citizen of the United States and a resident of the State of New York.

     IN WITNESS WHEREOF, we have made, signed and acknowledged this certificate, this 30^th day of December, A.D. 1932

/s/ John A. Hill (L.S.)

/s/ John M. Brilery (L.S.)

/s/ Douglas B. Steimle (L.S.)

CERTIFICATE
OF
INCREASE OF CAPITAL STOCK AND OF NUMBER
OF SHARES OF CAPITAL STOCK
OF
GEORGE S. ARMSTRONG & CO. INC.
Pursuant to Section Thirty-Six of the Stock Corporation Law

     THE UNDERSIGNED, being the holders of record of all the outstanding shares of GEORGE S. ARMSTRONG & CO. INC., a stock corporation organized under the laws of the State of New York, HEREBY CERTIFY as follows:

     I. The name of the Corporation is GEORGE S. ARMSTRONG & CO. INC.

     II. Its Certificate of Incorporation was filed in the office of the Secretary of State of the State of New York on December 30, 1932.

     III. The total amount of the previously authorized capital stock of the Corporation is One Thousand Dollars ($1000).

     IV. The total number of shares which the Corporation is already authorized to issue is one hundred (100), of the par value of $10 each, all of which shares are Common Stock.

     V. The number of shares of Common Stock issued and outstanding is one hundred (100).

     VI. The amount of the capital stock which the Corporation is hereafter to have is Three Thousand Dollars ($3000).

     VII. The total number of shares, including those previously authorized, which the Corporation may henceforth have is three hundred (300), of the par value of $10, each, all of which shares are to be Common Stock.

     IN WITNESS WHEREOF, we have subscribed and executed this Certificate, in person, this 9^th day of November, 1936.

George S. Armstrong

David S. Loudon

CERTIFICATE OF INCREASE OF CAPITAL STOCK
AND OF NUMBER OF SHARES OF CAPITAL STOCK,
OF ELIMINATION OF SHARES OF CAPITAL STOCK
AND OF CHANGE OF SHARES OF CAPITAL STOCK
OF
GEORGE S. ARMSTRONG & CO. INC.
Pursuant to Section 36 of the Stock Corporation Law

     The undersigned, being the holders of record of all the outstanding shares of George S. Armstrong & Co. Inc., a stock corporation organized under the laws of the State of New York, hereby certify as follows:

     I. The name of the Corporation is GEORGE S. ARMSTRONG & CO. INC.

     II. Its Certificate of Incorporation was filed in the office of the Secretary of State of the State of New York on December 30, 1932.

     III. The total amount of the previously authorized capital stock of the Corporation is Three Thousand ($3,000).

     IV. The total number of shares which the Corporation is already authorized to issue is three hundred (300) shares of the par value of $10 each, all of one class.

     V. The number of shares issued and the number of shares outstanding is one hundred and twenty (120). The one hundred and eighty (180) shares which are authorized and unissued are to be eliminated.

     VI. The amount of the capital stock which the Corporation is hereafter to have is Sixty Thousand Dollars ($60,000).

     VII. The total number of shares, including those previously authorized, which the Corporation may henceforth have is six thousand (6,000) of the par value of $10 each, all of once class.

     VIII. Each of the outstanding one hundred and twenty (120) shares of capital stock of the par value of $10 each is to be changed into fifty (50) shares of the par value of $10 each, making the total number of shares issued and outstanding six thousand (6,000) of the par value of $10 each.

     IT WITNESS WHEREOF, we have executed this Certificate this 14^th day of March, 1949.

/s/ George S. Armstrong

/s/ David S. Loudon

/s/ William H. Bokum

/s/ John C. Armstrong

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
OF
GEORGE S. ARMSTRONG & CO. INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

     The undersigned, being the President and Secretary of George S. Armstrong & Co. Inc., do hereby certify that:

     1. The name of the corporation is George S. Armstrong & Co. Inc.

     2. The Certificate of Incorporation of said George S. Armstrong & Co. Inc. was filed by the Department of State of the State of New York on December 30, 1932.

     3. The Certificate of Incorporation of said George S. Armstrong & Co. Inc. is amended as follows:

     (a) The name of the corporation shall be changed to “Radian Engineering of New York, Inc.”

     (b) the text of paragraph “FIFTH” of the Certificate of Incorporation, which sets forth the location of the office of the corporation, is eliminated entirely and changed to state “The office of the corporation within the State of New York shall be located in the County of Monroe”;

     (c) The text of paragraph “SEVENTH” of the Certificate of Incorporation, which states that the number of directors shall not be less and three nor more than seven, and that directors need not be stockholders, is eliminated entirely and changed to state “The registered agent of the corporation upon whom process against the corporation may be served shall be C T Corporation System, 1633 Broadway, New York, New York 10019”;

     (d) A new paragraph, paragraph “ELEVENTH”, is added to the Certificate of Incorporation, to state as follows: “ELEVENTH: The Secretary of State of the State of New York is designated as the agent of the corporation upon whom process against the corporation may be served, and the address to which the Secretary of State shall mail a copy of any process against the corporation served on the Secretary of State is the corporation c/o C T Corporation System, 1633 Broadway, New York, New York 10019.”

     4. The manner in which the foregoing amendment of the Certificate of Incorporation was authorized was by the affirmative vote of the Board of Directors of the corporation, followed by

the affirmative vote of the holders of all of the outstanding shares of the corporation entitled to vote thereon at a meeting of the shareholders.

     5. Pursuant to Education Law Section 7209, Subdivision 6, annexed hereto is the consent of the Education Department of the State of New York to the foregoing amendment amending the Certificate of Incorporation of the corporation.

     IN WITNESS WHEREOF, Donald M. Carlton, President of the corporation, has executed and verified this certificate this 6^th day of April, 1990 and W. Neal Kocurek, Secretary of the corporation, has executed this certificate this 6^th day of April, 1990.

DATED:	4-6-90	/s/ Donald M. Carlton
		Donald M. Carlton, President of
		George S. Armstrong & Co. Inc.
	4-6-90	/s/ W. Neal Kocurek
		W. Neal Kocurek, Secretary of
		George S. Armstrong & Co. Inc.

CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
RADIAN ENGINEERING OF NEW YORK, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is Radian Engineering of New York, Inc. The name of the corporation under which it was formed was George S. Armstrong & Co. Inc.

2. The Certificate of Incorporation was filed by the Department of State of the State of New York on December 30, 1932.

3. The Certificate of Incorporation is amended to change the name of the corporation. Paragraph 1 of the certificate of incorporation is amended to read as follows: 1. The name of the corporation is Radian Engineering, Inc.

4. The manner in which the foregoing amendment of the Certificate of Incorporation was authorized was by a unanimous written consent of the board of directors pursuant to Section 708(b) of the New York Business Corporation Law, followed by a unanimous written consent of the shareholders of the corporation pursuant to Section 615 of the New York Business Corporation Law.

5. Pursuant to Education Law Section 7209, Subdivision 6, annexed hereto is the consent of the Education Department of the State of New York to the foregoing amendment amending this Certificate of Incorporation of the corporation.

     IN WITNESS WHEREOF, P. E. Hudson, President of the Corporation has executed and verified this certificate this 26^th day of July, 1993 and John H. E. Stelling, III, Secretary of the corporation, has executed this certificate this 26^th day of July, 1993.

Dated: July 26, 1993	/s/ P. E. Hudson
	P. E. Hudson, President of Radian
	Engineering of New York, Inc.

Dated: July 26, 1993	/s/ John H. E. Stelling, III
	John H. E. Stelling, III,
	Secretary of Radian Engineering of New York Inc.

EX-4.62

EXHIBIT 4.62

AMENDED & RESTATED BY-LAWS
OF
RADIAN ENGINEERING, INC.

*****

ARTICLE I
OFFICES

     Section 1. The office of the corporation shall be located in the County of New York, State of New York.

     Section 2. The corporation may also have offices at such other places both within and without the State of New York as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of shareholders for the election of directors shall be held at such place or places, within or without the State of New York, as shall be determined by the Board of Directors from time to time.

     Section 2. Annual meetings of shareholder shall be held on the 2^nd day of January, if not a legal holiday, and if a legal holiday, then on the next secular day following during which they shall elect by a plurality vote, a board of directors, and transact such other business as may properly be brought before the meeting.

     Section 3. Written or electronic notice of the annual meeting stating the place, date and hour of the Meeting shall be delivered not less than ten nor more than sixty days before the date of the meeting, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders may be held at such time and place within or without the State of New York as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by law or by the certificate of incorporation, may be called by the president, the board of directors, or the holders of a majority of the votes of all the shares entitled to vote at the meeting.

     Section 3. Written or electronic notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called,

shall be delivered not less than ten nor more than sixty days before the date of the meeting, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. The notice should also indicate that it is being issued by, or at the direction of, the person calling the meeting.

     Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV
QUORUM AND VOTING OF STOCK

     Section 1. The holders of a majority of the votes of shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the share-holders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

     Section 2. If a quorum is present, the affirmative vote of a majority of the votes cast in favor of or against an action shall be the act of the shareholders, unless the vote of a greater or lesser number of shares of stock is required by law or the certificate of incorporation. Except as otherwise provided in the certificate of incorporation or the specific provision of a by-law adopted by the shareholders, an abstention shall not constitute a vote cast.

     Section 3. Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy authorized in accordance with law.

     Section 4. The board of directors in advance of any shareholders’ meeting may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and, on the request of any shareholder entitled to vote thereat, shall appoint one or more inspectors. If the corporation has a class of voting stock that is listed on a national securities exchange or authorized for quotation on an interdealer quotation system of a registered national securities association, one or more inspectors shall be appointed as provided herein. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by the board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

     Section 5. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the

action so taken, signed by the holders of all outstanding shares entitled to vote thereon or, if the certificate of incorporation so permits, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

ARTICLE V
DIRECTORS

     Section 1. The authorized number of directors shall be determined from time to time by resolution of the Board of Directors, provided that the Board of Directors shall consist of at least one member. Directors shall be at least eighteen years of age and need not be residents of the State of New York nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

     Section 2. The entire Board of Directors, or any individual Director, may be removed from office without assigning any cause, by a majority vote of the holders of the outstanding shares entitled to vote at an election of Directors. IN case the Board or any one or more of Directors be so removed, new Directors may be elected at the same meeting.

     Section 3. Newly created directorships resulting from an increase in the board of directors and all vacancies occurring in the board shall be filled by election at an annual meeting, or at a special meeting of shareholders called for that purpose. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

     Section 4. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

     Section 5. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside the State of New York, at such place or places as they may from time to time determine.

     Section 6. The Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board; provided that nothing herein constrained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of New York.

     Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

     Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

     Section 4. Special meetings of the board of directors may be called by the president on five days’ notice to each director, either personally or by mail or by facsimile telecommunication; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

     Section 5. Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

     Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by law or by the certificate of incorporation. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the vote of a greater number is required by law or by the certificate of incorporation. If a quorum shall not be present at any

meeting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 7. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

     Section 8. Unless the certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting if a consent in writing to the adoption of a resolution authorizing the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE VII
EXECUTIVE COMMITTEE

     Section 1. The board of directors, by resolution adopted by a majority of the entire board, may designate, from among its members, an executive committee and other committees, each consisting of one or more directors, and each of which, to the extent provided in the resolution, or in the certificate of incorporation or these by-laws, shall have all the authority of the board, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII
NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to shareholders may also be given electronically in accordance with law. Notice to directors may also be given by facsimile telecommunication.

     Section 2. Whenever any notice of a meeting is required to be given under the provisions of the statutes or under the provisions of the certificate of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Shareholders may also submit waivers of notice electronically in accordance with law.

ARTICLE IX
OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president/chief executive officer, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

     Section 2. The officers of the Corporation to be elected by the Board of Directors shall be elected annually after the annual meeting of the shareholders. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until he shall resign or shall have been removed in the manner hereinafter provided.

     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the corporation, and shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

     Pursuant to Section 7209.6 of the New York State Education Law, the office of president must be held by a New York-licensed professional engineer.

     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

     Section 8. The vice-president or, if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president

and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

     Section 10. The assistant secretary or, if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

     Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

     Section 14. The assistant treasurer, or, if there shall be more than one, the

assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X
CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation shall be represented by certificates or shall be uncertificated. Certificates shall be signed by the chairman or vice-chairman of the board or the president or a vice-president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation and may be sealed with the seal of the corporation or a facsimile thereof.

     When the corporation is authorized to issue shares of more than one class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences, and limitations of the shares of each class authorized to be issued and, if the corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and the authority of the board of directors to designate and fix the relative rights, preferences and limitations of other series.

     Within a reasonable time after the issuance or transfer of any uncertificated shares there shall be sent to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to paragraphs (b) and (c) of Section 508 of the New York Business Corporation Law.

     Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or an employee of the corporation, or if the shares are listed on a national security exchange. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue.

LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

FIXING RECORD DATE

     Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than sixty nor less than ten days before the date of any meeting nor more than sixty days prior to any other action. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board fixes a new record date for the adjourned meeting.

REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of New York.

LIST OF SHAREHOLDERS

     Section 7. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS

     Section 1. Subject to the provisions of the certificate of incorporation relating

thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in shares of the capital stock or in the corporation’s bonds or its property, including the shares or bonds of other corporations subject to any provisions of law and of the certificate of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

     Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be December 31.

SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, New York”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII
AMENDMENTS

     Section 1. Amendment by Shareholders. These by-laws may be amended or repealed or new by-laws may be adopted at any regular or special meeting of shareholders at which a quorum is present or represented, by a majority of the votes cast by the shares entitled to vote in the election of any directors, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting.

     Section 2. Amendment by Board of Directors. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board duly convened after appropriate notice to the Directors of such proposed alteration, amendment or repeal.

EX-4.63

EXHIBIT 4.63

CERTIFICATE OF INCORPORATION OF URS CORPORATION AES,

A CONNECTICUIT CORPORATION (“URS AES”)

Appointment of Statutory Agent For Service
Domestic Corporation
61-6 REV. 6-66

TO: The Secretary of the State of Connecticut

Name of corporation: Greiner Architecture Engineering, Inc.

The above corporation appoints as its statutory agent for service:

Name of corporation: C.T. Corporation System

Address of principle office in Connecticut: One Commercial Plaza, Hartford, CT 06103

Authorization:

Name of incorporator: Gary J. Scappini
Signed: /S/ Gary J. Scappini
Date: April 8, 1987

Acceptance:

Name of statutory agent for service: C.T. Corporation System
Signed: /S/ Crissey Benzinger
           Crissey Benzinger

Special Assistant Secretary

State of Connecticut
Office of the Secretary of the State
Commercial Recording Division
30 Trinity Street, Hartford, Connecticut, 06106

Name of corporation: Greiner Architecture Engineering, Inc.
Document Filed: Change in Name
Filing Date: 27/APR/1990
Total Fees Paid: $70.00

The information shown above pertains to documents filed in this office on account of the corporation indicated. The filing date is the date endorsed on the document pursuant to Section 33-285 or 33-422 of the Connecticut General Statutes. Any questions regarding this filing should be addressed to the above address

Certificate of Incorporation
Stock Corporation

STATE OF CONNECTICUT
SECRETARY OF THE STATE

The undersigned incorporator(s) hereby form(s) a corporation under the Stock Corporation Act of the State of Connecticut:

The name of the corporation is:

Greiner Architecture Engineering, Inc.

The nature of the business to be transacted, or the purposes to be promoted or carried out by the corporation are as follows:

To engage in any lawful act or activity for which corporations may be formed under the laws of the State of Connecticut

The designations of each class of shares, the authorized number of shares of each such class, and the par value (if any) of each share thereof, are as follows:

The corporation shall have one class of stock only. The stock shall be designated as common stock, no par value and five thousand (5000) shares authorized

The terms, limitations and relative rights and preferences of each class of shares and series thereof (if any), or an express grant of authority to the board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S., are as follows:

None

The minimum amount of stated capital with which the corporation shall commence business is:

one thousand ($1000) dollars

Other provisions:

The duration of the corporation is perpetual.

Signed at Hartford, Connecticut this 8^th day of April, 1987

We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true.

Name of Incorporator: Gary J. Scappini
Signed (Incorporator): /S/ Gary J. Scappini

Certificate Amending or Restating Certificate of Incorporation

STATE OF CONNECTICUT
SECRETARY OF STATE
30 TRINITY STREET
HARTFORD, CT 06106

Name of corporation: Greiner Architecture Engineering, Inc.

The certificate of Incorporation is amended only, pursuant to Conn. Gen. Stat. §33-360

(Following is set forth the resolution of amendment and/or restatement)

Resolved: That Article One of the Certificate of Incorporation be, and hereby is, amended to read as follows: Article One: The name of the corporation is “Greiner Inc. A.E.S.”

The manner of adopting the resolution was as follows: By the board of directors and shareholders, pursuant to Conn. Gen. Stat. §33-360. No shares are required to be voted as a class; the shareholders vote was as follows:

Vote required for adoption: 2/3
Vote favoring adoption: 100%

We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true:

Name of President: James E. Sawyer
Signature: /S/ James E. Sawyer .

Name of Secretary: Edgar B. Vinal, Jr.
Signature: /S/ Edgar B. Vinal, Jr.

Certificate Amending or Restating Certificate of Incorporation

STATE OF CONNECTICUT
SECRETARY OF THE STATE

Name of Corporation: Greiner Inc. A.E.S.

The Certificate of Incorporation is amended only, pursuant to Conn. Gen. Stat. §33-360

(Following is set forth the resolution of amendment and/or restatement.)

The name of the Corporation is U.R.S. Greiner, Inc. A.E.S.

The manner of adopting the resolution was as follows: By the board of directors and shareholders, pursuant to Conn. Gen. Stat. §33-360. No shares are required to be voted as a class; the shareholder’s vote was as follows:

Vote required for adoption: 1,000
Vote Favoring Adoption: None

We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true:

Name of Pres/V. Pres: Robert L. Costello
Signature: /S/ Robert L. Costello.

Name of Sec/Assn’t Sec: Melissa K. Holder
Signature: /S/ Melissa K. Holder

Dated at Southlake, Texas this 30th day of August, 1996

CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of State

Name of Corporation: U.R.S. Greiner, Inc. AES

The certificate of Incorporation is amended

Text of each amendment/restatement:

“Article First: The name of the corporation is:

        U.R.S. Greiner Woodward-Clyde, Inc. AES”

Vote Information:

The amendment was adopted by the board of directors without shareholder action. No shareholder vote was required for adoption

Execution:

     Dated this 11^th day of August, 1998

     Name of Signatory: Kent P. Ainsworth

     Capacity of Signatory: Vice President

Signature: /S/ Kent P. Ainsworth

CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of State

Name of Corporation: URS Greiner Woodward-Clyde, Inc. AES

The certificate of Incorporation is amended.

Text of each amendment/restatement:

     “Article First: The name of the corporation is:

     U.R.S. Corporation AES”

Vote Information: The amendment was adopted by the board of directors without shareholder action. No shareholder vote was required for adoption

Execution:

Dated this 31^st day of July, 2000

Name of Signatory: Joseph Masters
Capacity of Signatory: Vice President
Signature: /S/ Joseph Masters

EX-4.64

EXHIBIT 4.64

URS CORPORATION AES

* * * * *
AMENDED & RESTATED BY-LAWS
* * * * *

ARTICLE I
OFFICES

     Section l. The principal office shall be located in San Francisco, California.

     Section 2. The corporation may also have offices at such other places both within and without the State of Connecticut as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS

     Section l. All meetings of shareholders for the election of directors shall be held in San Francisco, California, at such place as may be fixed from time to time by the board of directors.

     Section 2. Annual meetings of shareholders shall be held on the 2nd of January, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., at which time they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

     Section 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail or otherwise as set forth in these bylaws, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS

     Section l. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Connecticut as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Special meetings of shareholders may be called at any time, for any purpose or purposes, by the board of directors or by such other persons as may be authorized by law.

     Section 3. Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail or otherwise as set forth in these bylaws, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. The attendance of any person at a meeting without protesting, prior to the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him of notice of the meeting.

     Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV
QUORUM AND VOTING OF STOCK

     Section l. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

     Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the certificate of incorporation.

     Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy authorized in accordance with law.

     Section 4. Any action which may be taken at a meeting of shareholders may be taken without a meeting as follows: (1) By one or more consents in writing, setting forth the action so taken or to be taken, bearing the date of signature and signed by all of the persons who would be entitled to vote upon such action at a meeting, or by their duly

authorized attorneys, or (2) if the certificate of incorporation so provides, by one or more consents in writing, bearing the date of signature and setting forth the action to be taken, signed by persons holding such designated proportion, not less than a majority, of the voting power of shares, or of the shares of any particular class, entitled to vote thereon or to take such action, as may be provided in the certificate of incorporation, or their duly authorized attorneys; except that directors may not be elected by action of shareholders without a meeting of shareholders other than by unanimous written consent, or pursuant to a plan of merger. If action is proposed to be taken by written consent of less than all of such persons, or their duly authorized attorneys, notice in writing of such proposed action shall be given to each person who would be entitled to vote thereon at a meeting held for that purpose. Such notice shall be given in the manner of giving notice of a meeting of shareholders not less than twenty days nor more than fifty days before the date any such consents are to become effective. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest date appearing on a consent delivered to the corporation in the manner required by law, written consents signed by shareholders sufficient in number to take corporate action are received by the corporation.

     Section 5. The board of directors may appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors’ determinations. However, if the corporation has any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, one or more inspectors shall be appointed as provided herein.

ARTICLE V
DIRECTORS

     Section 1. The number of directors shall be determined from time to time by resolution of the Board of Directors, provided that the Board of Directors shall consist of at least one member. Directors need not be residents of the State of Connecticut nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his or her successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

     Section 2. Unless otherwise provided by the certificate of incorporation, any vacancy occurring in the board of directors, including a vacancy resulting from an increase in the number of directors, may be filled: (1) by the shareholders; (2) by the board of directors; or (3) if the directors remaining in office constitute less than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of the directors remaining in office.

     If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the

vacancy if it is filled by the shareholders.

     A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

     Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the shareholders.

     Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Connecticut, at such place or places as they may from time to time determine.

     Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS

     Section l. Meetings of the board of directors, regular or special, may be held either within or without the State of Connecticut.

     Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

     Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

     Section 4. Special meetings of the board of directors may be called by the president on ten days’ notice to each director, either personally or by mail or otherwise as set forth in these bylaws; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

     Section 5. A director’s attendance at or participation in any meeting waives any required notice to him or her of such meeting unless the director at the beginning of the meeting, or promptly upon his or her arrival, objects to holding the meeting or

transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

     Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the certificate of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by the certificate of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 7. Except to the extent that the certificate of incorporation or these bylaws specifically require that action by the board of directors be taken only at a meeting, any action required or permitted to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action taken or to be taken and delivers it to the corporation.

ARTICLE VII
EXECUTIVE COMMITTEE

     Section l. Unless the certificate of incorporation, these bylaws or a provision of law provides otherwise, the board of directors, by resolution adopted by a majority of the number of directors fixed by the bylaws or otherwise, may designate one or more directors to constitute an executive committee, which committee, to the extent provided in the certificate of incorporation, these bylaws or such resolution, shall have and exercise all of the powers of the board of directors in the management of the corporation except as otherwise restricted by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII
NOTICES

     Section l. Whenever, under the provisions of law or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or shareholder, it shall be construed to mean written notice unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice. Notice may be communicated in person, by mail or other method of delivery, or by telephone, voice mail or other electronic means. If these forms of personal notice are impractical, notice may be communicated by a newspaper of general circulation in the area where published or by radio, television or other form of public broadcast. Written notice by the corporation to a shareholder, if in a comprehensible form, is effective (1) upon deposit in the United States mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed to the shareholder’s address shown in the corporation’s current record of shareholders, or (2) when electronically transmitted to the shareholder in a manner authorized by the shareholder.

     Except as provided above, written notice, if in a comprehensible form, is effective at the earliest of the following: (1) when received; (2) five days after its deposit in the United States mail, if mailed postage prepaid and correctly addressed; or (3) on the date shown on the return receipt, if sent by registered or certified mail or a commercial delivery service, return receipt requested, and the receipt is signed by or on behalf of the addressee.

     Section 2. Whenever any notice whatever is required to be given by law or by the certificate of incorporation or by these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX
OFFICERS

     Section l. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

     Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

     Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

     Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he or she shall be. He or she shall have custody of the corporate seal of the corporation and he or she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature.

     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

     Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the corporation.

     Section 13. If required by the board of directors, he or she shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation.

     Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X
CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation may but need not be represented by certificates. If the shares are represented by certificates, they shall be signed by the president or a vice-president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. When the corporation is authorized to issue different classes of shares or different series within a class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a summary statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and the variations in the rights, preferences and limitations determined for each series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine variations for future series.

     Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer at the date of its issue.

LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

FIXING RECORD DATE

     Section 5. The board of directors may fix in advance a record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. The record date may not be more than seventy days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.

     The board of directors may also fix in advance a record date of shareholders entitled to receive a distribution or for any other purposes authorized by law.

REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Connecticut.

LIST OF SHAREHOLDERS

     Section 7. After fixing the record date for a meeting, the corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting, which list (1) shall be arranged by voting group and within each voting group by class or series of shares, and shall show the address of and number of shares held by each shareholder; (2) shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held; and (3) shall be made available by the corporation at the meeting, any shareholder (or his agent or attorney) being entitled to inspect the list at any time during the meeting or any adjournment.

ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS

     Section 1. Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the certificate of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

     Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be December 31.

SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Connecticut”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII
AMENDMENTS

     Section 1. These bylaws may be altered, amended or repealed by the shareholders, and by the directors unless (1) the certificate of incorporation or law reserves this power exclusively to the shareholders in whole or in part; or (2) the shareholders, in amending or repealing a particular bylaw, provide expressly that the board of directors may not amend, repeal or reinstate that bylaw. The shareholders may amend or repeal the bylaws even though the bylaws may also be amended or repealed by the board of directors.

EX-4.65

EXHIBIT 4.65

ARTICLES OF INCORPORATION

(PROFESSIONAL CORPORATION)

     Pursuant to Chapter 55B and § 55-2-02 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Incorporation for the purpose of forming a professional corporation.

The name of the corporation is: URS Corporation Architecture – NC, P.C.

The number of shares the corporation is authorized to issue is: Four Hundred.

These shares shall be all of one class, designed as common stock

The street address and county of the initial registered office of the corporation is:

Number and Street: 225 Hillsborough St.

City, State, Zip Code: Raleigh, North Carolina 27603                     County: Wake

The mailing address if different from the street address of the initial registered office is: n/a

The name of the initial registered agent is: CT Corporation System

The specific purpose for which the corporation is being formed: Architecture

The name and address of each incorporator is as follows (Attach additional sheets if necessary.)

        George M. Lewis, 2950 Sparks Dr., SE, Grand Rapids, MI 49546

With respect to each professional service to be practice through the corporation, the name of at least one of the corporation’s incorporators who is a licensee of the licensing board which regulates such profession in this State is: George M. Lewis

	/s/ George M. Lewis
George M. Lewis, Incorporator

EX-4.66

EXHIBIT 4.66

URS CORPORATION ARCHITECTURE – NC, P.C.

* * * * *
BYLAWS
as amended
* * * * *

ARTICLE I
OFFICES
******

     Section 1. The registered office shall be located in Raleigh, North Carolina.

     Section 2. The corporation may also have offices at such other places both within and without the State of North Carolina as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of shareholders for the election of directors shall be held in Grand Rapids, State of Michigan or at such place as may be fixed from time to time by the board of directors.

     Section 2. Annual meetings of shareholders, commencing with the year 2000, shall be held on the 1st day of November at which they shall elect, pursuant to law, a board of directors, and transact such other business as may properly be brought before the meeting.

     Section 3. Written or printed notice of the annual meeting stating the date, time, and place of the meeting, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of North Carolina as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Special meetings of the shareholders, for any purpose or purposes, may be called by the president, the board of directors, or upon written demand of at least ten percent (10%) of all of the votes entitled to be cast on any issue proposed to be considered.

     Section 3. Written or printed notice of a special meeting stating the date, time, and place of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer of persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

     Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV
QUORUM AND VOTING OF STOCK

     Section 1. A majority of the votes entitled to be cast on a matter by a voting group constitutes a quorum of the voting group for action on that matter, except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

     Section 2. If a quorum is present, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action.

     Section 3. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders unless the articles of incorporation provide otherwise. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

     Section 4. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, if one or more written consents setting forth the action so taken shall be signed, either manually or in facsimile, by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V
DIRECTORS

     Section 1. The number of directors shall be determined from time to time by resolution of the Board of Directors, provided that the Board of Directors shall consist of at least one member and the ratio of licensed directors to non-licensed directors be in compliance with the applicable North Carolina statutes. Directors need not be residents of the State of North Carolina, but must be registered architects. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first meeting of shareholders.

     Section 2. Any vacancy occurring in the board of directors, including a vacancy resulting from an increase in the number of directors, may be filled by the shareholders, the board of directors, or if the directors remaining in office constitute fewer than a quorum of the board, the vacancy may be filled by the affirmative vote of a majority of the directors remaining in office.

     Section 3. The business affairs of the corporation shall be managed by its board of directors, which may exercise all such powers of the corporation and do all lawful acts.

     Section 4. The directors may keep the books of the corporation outside of the State of North Carolina, except such as are required by law to be kept within the state, at such place or places as they may from time to time determine.

     Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI
BOARD OF DIRECTORS MEETINGS

     Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of North Carolina.

     Section 2. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

     Section 3. Special meetings of the board of directors may be called on 3 days’ notice to each director, either personally, by mail or by telegram.

     Section 4. Attendance or participation of a director at any meeting shall constitute a waiver of notice of such meeting, unless the director, at the beginning of the meeting (or promptly upon arrival), objects to holding the meeting or transacting business at the meeting, and

does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of the notice of such meeting.

     Section 5. A majority of the directors shall constitute a quorum for the transaction of business, unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time until a quorum shall be present.

     Section 6. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if one or more written consents, setting forth the action so taken, shall be signed, either manually or in facsimile, by all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE VII
EXECUTIVE COMMITTEES

     Section 1. The board of directors, by resolution adopted by a majority of the number of directors fixed by the bylaws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII
NOTICES

     Section 1. Whenever notice is required to be given to any director or shareholder under the provisions of the statutes, the articles of incorporation or these bylaws, it shall be construed to mean written notice, which may be by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time it is deposited in the United States mail or as otherwise provided by law. Notice to directors may also be given by telegram.

     Section 2. Whenever notice is required to be given under the provisions of the statutes, the articles of incorporation or these bylaws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX
OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of directors, and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Officers need not be licensed architects.

     Section 2. The board of directors, at its first meeting after each annual meeting of shareholders, shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

     Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

     Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the board of directors and all

meetings of the shareholders, and shall record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision the secretary shall be. The secretary shall have custody of the corporate seal of the corporation, and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by the secretary’s signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by such officer’s signature.

     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

     Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all the treasurer’s transactions as treasurer and of the financial condition of the corporation.

     Section 13. If required by the board of directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the treasurer’s office and for the restoration to the corporation, in case of the treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the treasurer’s possession or under the treasurer’s control, belonging to the corporation.

     Section 14. The assistant treasurer or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X
CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation shall be represented by certificates signed by the president or a vice-president and the secretary or treasurer or an assistant secretary or treasurer of the corporation, or by the board of directors, and may be sealed with the seal of the corporation or a facsimile thereof.

     When the corporation is authorized to issue different classes of shares or different series within a class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights, applicable to each class, and the variations in the relative rights, preferences, and limitations determined for each series and the authority of the board of directors to determine variations for future series.

LOST CERTIFICATES

     Section 2. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation, which is alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

     Section 3. Upon surrender, to the corporation or the transfer agent of the corporation, of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate shall be cancelled and the transaction recorded upon the books of the corporation.

CLOSING OF TRANSFER BOOKS

     Section 4. For the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix a record date, in advance, that may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.

REGISTERED SHAREHOLDERS

     Section 5. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote with respect to the shares shown to be owned, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the law.

LIST OF SHAREHOLDERS

     Section 6. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or the transfer agent, shall be open for inspection at any meeting of shareholders.

ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS

     Section 1. Subject to the law and any applicable provisions of the articles of incorporation, dividends may be declared by the board of directors at any regular or special meeting, and may be paid in cash, in property or in shares of the corporation.

     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time, in their absolute discretion, think proper, as a reserve fund to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may

modify or abolish any such reserve in the manner in which it was created.

CHECKS

     Section 3. All checks or demands for money, and notes of the corporation, shall be signed by such officer or officers, or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

     Section 4. The fiscal year-end of the corporation shall be December 31.

SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, North Carolina”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII
AMENDMENTS

     Section 1. These bylaws may be amended or repealed or new bylaws may be adopted, by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board unless the articles of incorporation or law reserves this power to the shareholders.

EX-4.67

EXHIBIT 4.67

CERTIFICATE OF INCORPORATION OF URS CORPORATION-NEW YORK, A
NEW YORK CORPORATION (“URS-NEW YORK”)

RESTATED CERTIFICATE OF INCORPORATION

OF

EDWIN S. VOORHIS & SON, INC.

Under Section 807 of the Business Corporation Law.

We, Anton Chionchio and Robert G. Tufano, being respectively the president and assistant secretary of Edwin S. Voorhis & Son, Inc., in accordance with Section 807 of the Business Corporation Law, do hereby certify:

1.	The name of the corporation is Edwin S. Voorhis & Son, Inc.
2.	The certificate of incorporation was filed by the Department of State on the 29th day of August, 1934.
3.	The certificate of incorporation as now in full force and effect is hereby amended to effect the following changes authorized in Section 801 of the Business Corporation Law:

a.	To change the name of the corporation as set forth in paragraph 1 of the restated certificate of incorporation.
b.	To amend the purposes of the corporation as set forth in paragraph 2 of the restated certificate of incorporation.
c.	To change the location of the office of the Corporation as set forth in Paragraph 4 of the restated certificate of incorporation.

d.	To eliminate reference to the number of directors of the Corporation.
e.	To change the address to which the Secretary of State is required to mail copies of process as set forth in Paragraph 6 of the restated certificate of incorporation.

The certificate of incorporation is hereby restated to set forth its entire text as amended as follows:

     FIRST: - - The name of the Corporation shall be SANDERS & THOMAS OF NEW YORK, INC.

     SECOND: - - The purposes for which said Corporation is to be formed are as follows:

     To do a general surveying and engineering business, to conduct the business of engineering and surveying in all its branches, to make surveys and subdivision maps, to make drafts and plans for public and private works or undertakings.

     To superintend construction, to engage competent engineers, to make plans and specifications and supervise the execution thereof to carry on the business of general construction contractors.

     To carry on the business of consulting, advisory and management engineers in all of their respective branches; to carry on the business of surveying, subdivision and contract work of every kind, nature and description; to make contracts for and prepare plans, drawings and specifications for engineering work of all types and descriptions and to superintend any and all such work.

     To bid upon, enter into and carry out contracts for the grading and making of roads, walks, paths, railroads, the construction of bridges, buildings, piers, wharves, fortifications, power plants and developments, transmission lines, tunnels, subways, drainage and irrigation systems. To do architectural, building, structural, construction, erection, civil and mechanical engineering, surveying, dredging, shoring, wrecking, salvage, electrical and engineering work of every kind and description whatsoever either in connection with real estate, personal or mixed property or all thereof, and in every part of the world. To manufacture, mine, quarry, or otherwise produce, buy, sell or deal in building materials for masons, carpenters, builders, electricians, engineers and

contractors. To acquire, use, employ, sell and deal in all suitable means, apparatus, machinery, contrivances, equipment and facilities for prosecuting its business.

     To conduct the business of landscape engineering, to design and construct athletic fields, swimming pools, playgrounds, parks and stadiums, and to design and plant gardens, parks, lawns, terraces, estates, driveways, walks and tree, shrub and flower planting and in general do all acts necessary to beautify the above; to hire and maintain a corps of competent engineers and landscape architects and gardeners to make said plans and design and execute the same. To make estimates on the construction and to construct any of the above, to acquire the necessary real estate and plant or plants to carry out the above projects.

     To engage in the business of making blue prints from tracings and photographic negatives and also to make such tracings from data furnished by customers and to make drafts of plans for buildings, machinery and every other thing as preliminary to the preparation of tracings and blue prints therefrom.

     To buy and sell mortgages, buy, purchase, exchange, lease, hire or otherwise acquire real estate and property, either improved or unimproved, any interest or right therein, and to own, hold, control, maintain, manage and develop the same, in any State or States of the United States.

     To purchase, exchange, hire or otherwise acquire such personal property, chattels, rights, easements, permits, privileges and franchises as may lawfully be purchased, exchanged, hired, or acquired under the New York Business Corporation Law.

     To erect, construct, maintain, improve, rebuild, enlarge or manage and control, directly or through ownership of stock in any Corporation any and all kinds of buildings, houses, hotels, breweries, stores, offices, warehouses, mills, shops, factories, machinery and plants and any or all other structures and erections which may at any time be necessary, useful or advantageous in the judgment of the Board of Directors for the purposes of the Corporation which can be lawfully done under the New York Business Corporation Law.

     To sell, manage, improve, develop, assign, transfer, convey, lease, sub-lease, pledge or otherwise alienate of dispose of and to mortgage and to otherwise encumber lands, buildings, real property, chattels, real and other property of the Company, real and personal and wheresoever situate, and any and all legal and equitable rights therein.

     To borrow money with or without pledge of or mortgage of all or any of its property, real or personal and securing the same and to loan and advance money or mortgages on personal and real property or on either of them.

     To purchase, acquire, hold, sell, assign and transfer mortgage, pledge and otherwise dispose of the shares of the capital stock, bonds, debentures, or other evidences of indebtedness of any Corporation, domestic or foreign and while the holder thereof to

execute all the rights and privileges of ownership including the right to vote thereon and to issue and exchange therefore its own stock, bonds and other obligations.

     To purchase or otherwise acquire, undertake, carry on, improve or develop all or any other business, good will, rights, and assets and liabilities of any person, firm, association or Corporation carrying on and kind of business the same or of a similar nature to that which this Corporation is authorized to carry on, pursuant to the provision of the Certificate.

     To do all such acts and things as are incident or conducive to the premises and this Corporation shall have the power to conduct its business in all its branches in the State of New York, or in any other State or States of the United States, and ultimately to hold, purchase, mortgage, lease, convey, manage and control real and personal property therein as above provided and generally to do all acts and things, and to exercise all the powers now or hereinafter authorized by Law necessary to carry on the business of the said Corporation; or to promote any of the objects for which the Company is formed.

     For the accomplishment of the aforesaid purposes and in furtherance thereof, the Corporation shall have and may exercise all of the powers conferred by the Business Corporations Law, upon corporations formed thereunder, subject to any limitations contained in Article 2 of said law or in accordance with the provisions of any other statute of the State of New York.

     THIRD: - The aggregate number of shares, which the corporation shall have authority to issue is One Thousand (1000) shares of common stock without par value.

     FOURTH: - The office of the Corporation shall be located at 4190 Sunrise Highway, Town of Oyster Bay (Nassau County), Long Island, New York.

     FIFTH: - The duration of the Corporation shall be perpetual.

     SIXTH: - The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served, and the address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is:

F. W. Heilman, Jr., Vice President
STV, Inc.
High and Hanover Streets
Pottstown, Pennsylvania

     The amendments to the certificate of incorporation and the restatement of the certificate of incorporation were authorized by unanimous written consent setting forth

the action taken, signed by the holder of all the outstanding shares entitled to vote thereon.

     IN WITNESS WHEREOF we made and subscribed this certificate this (unrecognizable) day of November 1969.

/s/ Anton F. Chionchio
ANTON CHIONCHIO, President

/s/ Robert G. Tufano
ROBERT G. TUFANO, Assistant Secretazry

SANDERS & THOMAS OF NEW YORK, INC.

CERTIFICATE OF CHANGE

OF

REGISTERED AGENT

UNDER SECTION 805-A OF THE BUSINESS
CORPORATION LAW

     WE, THE UNDERSIGNED, A. WILSON KNECHT and EDWARD J. RHINESCHMIDT being respectively the Chairman of the Board and the Secretary of SANDERS & THOMAS OF NEW YORK, INC. hereby certify:

1.	The name of the corporation is Sanders & Thomas of New York, Inc. The name under which the corporation was formed was Edwin S. Voorhis & Son, Inc.
2.	The certificate of incorporation of said corporation was filed by the Department of State on the 29th day of August, 1934.
3.	The following change was authorized by the Board of Directors:

     To change the address for mailing service of process in New York upon whom all process against the corporation may be served from F. W. Heilman, Jr. c/o STV, Inc., High and Hanover Streets, Pottstown, Penna. to William T. Cleland, 99 Park Avenue, New York, New York

     IN WITNESS WHEREOF, we have signed this certificate on the 1^st day of September, 1972 and we affirm the statements contained therein as true under penalties of perjury.

/s/ A. Wilson Knecht
A. WILSON KNECHT, CHAIRMAN OF THE BOARD

/s/ Edward J. Rhineschmidt
EDWARD J. RHINESCHMIDT, SECRETARY

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

SANDERS & THOMAS OF NEW YORK, INC.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

     We, the undersigned, Whitney A. Sanders and Edward J. Rhineschmidt, being respectively the chairman of the board and the secretary of Sanders & Thomas of New York, Inc. hereby certify:

1.	The name of the corporation is Sanders & Thomas of New York, Inc. The name under which the corporation was formed is Edwin S. Voorhis & Son, Inc.
2.	The certificate of incorporation of said corporation was filed by the Department of State on the 29th day of August, 1934.
3.	(a) The certificate of incorporation is amended to change the corporate name.
	(b) To effect the foregoing, Article First relating to name is amended to read as follows:

First: The name of the Corporation shall be:
STV Consultants, Inc.

4.   The amendment was authorized in the following manner:

By the unanimous written consent of the sole shareholder.

IN WITNESS WHEREOF, we have signed this certificate on the 29^th day of August, 1974 and we affirm the statements contained therein as true under penalties of perjury.

SANDERS & THOMAS OF NEW YORK, INC.

By: /s/ WA Sanders
Whitney A. Sanders, Chairman of the Board

/s/ CF Umstead
C. F. Umstead
Assistant Secretary-Treasurer

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

S.T.V. CONSULTANTS, INC.

Under Section 805 of the
Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

(1)	The name of the corporation is S.T.V. CONSULTANTS, INC.
(2)	The certificate of incorporation was filed by the Department of State on the 29th day of August, 1934.
(3)	The original name of the corporation was EDWIN S. VOORHIS & SON, INC.
(4)	The certificate of incorporation of this corporation is hereby amended to effect the following change:

To change the name of the corporation

From: S.T.V. Consultants, INC.

To:     CAHN ENGINEERS, INC.

(5)   The amendment to the certificate of incorporation was approved by the action of the sole shareholder of S.T.V. CONSULTANTS, INC.

IN WITNESS WHEREOF, this certificate has been subscribed the 1^st day of June, 1977 by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

S.T.V. CONSULTANTS, INC.

By: /s/ Michael Haratunian
Michael Haratunian, President

Attest: F. William Heilman Jr
F. William Heilman, Jr., Secretary

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

CAHN ENGINEERS, INC.
Under Section 805 of the Business Corporation Law

     The undersigned, being the president and the secretary of Cahn Engineers, Inc., do hereby certify and set forth:

     1. The name of the corporation is Cahn Engineers, Inc. The name under which the corporation was formed is Edwin S. Voorhis & Son, Inc.

     2. The certificate of incorporation of Edwin S. Voorhis & Son, Inc. was filed with the Department of State on the 29^th day of August, 1934.

     3. The certificate of incorporation of Cahn Engineers, Inc. is hereby amended to effect the following change:

To change the name of the corporation

From: CAHN ENGINEERS, INC.

To:     S P GROUP, INC.

4.   The manner in which this amendment to the certificate of incorporation of Cahn Engineers, Inc. was authorized was by the affirmative vote of the holders of a majority of all outstanding shares entitled to vote thereon at a meeting of the shareholders of said corporation duly called and held on the 26^th day of May, 1983, a quorum being present.

IN WITNESS WHEREOF, this certificate has been subscribed the 27^th day of May, 1983, by the undersigned, who affirms that the statements made herein are true under the penalties of perjury.

CAHN ENGINEERS, INC.

By: /s/ Edgar B. Vinal Jr.
Edgar B. Vinal, JR., President

/s/ Eugene (middle initial unrecognizable) Jones
Assistant Secretary – Eugene Jones

Certificate of Change of

SP Group, Inc.

Under Section 805-A of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

(a)   The name of the corporation is

     SP Group, Inc.

And the corporation was formed under the (said) name

     Edwin S. Voorhis & Son, Inc.

(b)	The certificate of incorporation was filed by the department of state on the 29th day of August, 1934.
(c)	The certificate of incorporation is changed:
	to specify or change the post office address to which the secretary of state shall mail a copy of any process against the corporation served upon him to
	SP Group, Inc. 2 Computer Drive Suite 2000 Albany, NY 12205

          The change of the certificate of incorporation was approved by or pursuant to authorization of the board of directors

IN WITNESS WHEREOF, this certificate has been subscribed this 5^th day of April 1984 by the undersigned who affirm(s) that the statements made herein are true under the penalties of perjury.

/s/ Edgar B. Vinal Jr.
Edgar B. Vinal, Jr. - President

/s/ Allen V. Herring
Allen V. Herring – Secretary

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

S P GROUP, INC.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

****

     WE, THE UNDERSIGNED, Edgar B. Vinal, Jr. And Allen V. Herring, being respectively the President and the Secretary of S P Group, Inc. hereby certify:

     1. The name of the Corporation is S P Group, Inc. The name under which the Corporation was formed is Edwin S. Voorhis & Son, Inc.

     2. The certificate of incorporation of said corporation was filed by the Department of State on the 29^th day of August, 1934.

3.	(a) The certificate of incorporation is amended to change the name of the Corporation.
	(b) To effect the foregoing, Article First relating to the name of the

Corporation is amended to read as follows:

The name of the Corporation shall be
Greiner Engineering Sciences, Inc.

4.   The amendment was authorized in the following manner:

By unanimous vote of the Board of Directors, followed by the unanimous vote of all the outstanding shares entitled to vote.

     IN WITNESS WHEREOF, we have signed this Certificate on the 6^th day of November, 1984 and we affirm the statements contained therein as true under penalties of perjury.

/s/ Edgar B. Vinal Jr.
Edgar B. Vinal, Jr., President

/s/ Allen V Herring
Allen V. Herring, Secretary

CERTIFICATE OF CHANGE
OF
GREINER ENGINEERING SCIENCES, INC.

UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

     WE, THE UNDERSIGNED, Edgar B. Vinal, Jr., and Allen V. Herring, being repectively the President and the Secretary of Greiner Engineering Sciences, Inc. hereby certify:

1.	The name of the corporation is Greiner Engineering Sciences, Inc. It was incorporated under the name Edwin S. Voorhis & Son, Inc.
2.	The Certificate of Incorporation of said corporation was filed by the Department of State on the 29th day of August, 1934.
3.	The following was authorized by the Board of Directors:
	To change the post office address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him from 2 Computer Drive, Suite 2000, Albany, NY 12205 to c/o C T Corporation System, 1633 Broadway, New York, NY 10019. To designate C T Corporation System, 1633 Broadway, New York, NY 10019 as its registered agent in New York upon whom all process against the corporation may be served.

     IN WITNESS WHEREOF, we have signed this certificate on the 10^th day of February, 1986 and we affirm the statements contained herein as true under penalties of perjury.

/s/ Edgar B. Vinarl Jr
Edgar B. Vinal, Jr.
President

/s/ Allen V. Herring
Allen V. Herring
Secretary

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

GREINER ENGINEERING SCIENCES, INC.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

****

     WE, THE UNDERSIGNED, Edgar B. Vinal, Jr. and Chad L. Mitchell respectively the Executive Vice President and the Secretary of Greiner Engineering Sciences, Inc. certify:

1. The name of the Corporation is Greiner Engineering Sciences, Inc. The name under which the Corporation was formed is Edwin S. Voorhis & Son Inc.

2. The certificate of incorporation of said Corporation was filed with the Department of State on the 29^th day of August, 1934.

3. (a) The certificate of incorporation is amended to change the name of the corporation.

    (b) To effect the foregoing, Article First relating to the name of the Corporation is amended to read as follows:

The name of the Corporation shall be Greiner, Inc.

     4. The amendment was authorized in the following manner:

     By unanimous vote of the Board of Directors, followed by the unanimous vote of all the outstanding shares entitled to vote.

     IN WITNESS WHEREOF, we have signed this Certificate on the 12^th day of February, 1987, and we affirm the statements contained therein as true under penalties of perjury.

/s/ Edgar B. Vinal Jr.
Edgar B. Vinal, Jr.
Executive Vice President

/s/ Chad L. Mitchell
Chad L. Mitchell
Secretary

Certificate of Change
Of
GREINER, INC.
(Under Section 805-A of the Business Corporation Law)

     FIRST:      The name of the corporation (“the corporation”) is

GREINER, INC.

     SECOND:      The certificate of incorporation of the corporation was filed by the Department of State on 08-29-34 under the original name of

EDWIN S. VOORHIS & SON, INC.

     THIRD:      The Certificate of Incorporation of the corporation is hereby changed, so as to change the post office address to which the Secretary of State of New York shall mail a copy of any process against the corporation served upon said Secretary of State and to change the address of the registered agent; and to accomplish said changes, the statements in the Certificate of Incorporation relating to said post office address and the designation of registered agent are hereby stricken and the following statements are submitted in lieu thereof:

“The post office address within the State of New York to which the Secretary of State of New York shall mail a copy of any process against the corporation served upon him is

c/o THE PRENTICE-HALL CORPORATION SYSTEM, INC.
500 Central Avenue, Albany, New York 12206-2290.”

“The name and the address of the registered agent of the corporation are

THE PRENTICE-HALL CORPORATION SYSTEM, INC.
500 Central Avenue, Albany, New York 12206-2290.

Said registered agent is to be the agent upon which process against the corporation may be served.”

     FOURTH:      A notice of the proposed changes was mailed by the undersigned to the corporation not less than 30 days prior to the date of the delivery of this certificate to the Department of State and the corporation has not objected thereto. The person signing this certificate is the agent, to whose address the Secretary of State of New York is required to mail copies of process and the registered agent of the corporation.

     IN WITNESS WHEREOF, we have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us are true and correct.

Date: March 1, 1995

THE PRENTICE-HALL CORPORATION SYSTEM, INC.

/s/ Dennis Howarth
Dennis Howarth, Vice President

/s/ Richard L. Kushay
Richard L. Kushay, Asst. Secretary

CERTIFICATE OF CHANGE

OF

GREINER, INC.

(Under Section 805-A of the Business Corporation Law)

     FIRST:      The name of the corporation is: GREINER, INC. The name under which the corporation was formed is: EDWIN S. VOOHIS & SON, INC.

     SECOND:      The Certificate of Incorporation of the corporation was filed by the Department of State on August 29, 1934.

     THIRD:      The Certificate of Incorporation of the corporation is hereby changed, pursuant to the authorization of the Board of Directors of the Corporation, so as to change the post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him and to change the address of the registered agent of the corporation and to specify the address of said registered agent; and to accomplish said changes, the statement in the Certificate of Incorporation relating to said post office address is hereby stricken and the following statements are substituted in lieu thereof:

(a)	“The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is c/o The Prentice-Hall Corporation System, Inc., 15 Columbus Circle, New York, New York 10023-7773.”
(b)	“The name and the address of the registered agent of the corporation are The Prentice-Hall Corporation System, Inc., 15 Columbus Circle, New York, New York 10023-7773. Said registered agent is to be the agent upon which process against the corporation may be served.”

IN WITNESS WHEREOF, we have subscribed this document on the date hereinafter set forth and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct.

Dated: April 22, 1993
Name of Signer:	/s/ Robert Costello
	Robert L Costello – Vice President
Name of Signer:	/s/ Melissa K. Holder
	Melissa K. Holder – Assistant Secretary

CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION

OF

GREINER, INC.

Under Section 805 of the Business Corporation Law

It is hereby certified that:

     FIRST:      The name of the corporation is Greiner, Inc. The name under which it was formed is Edwin S. Voorhis & Son, Inc.

     SECOND:      The certificate of incorporation of the corporation was filed by the Department of State on August 29, 1934.

     THIRD:      The amendment of the certificate of incorporation of the incorporation effected by this certificate of amendment is as follows:

To change the name of the corporation

     FOURTH:      To accomplish the foregoing amendment, Article First of the certificate of the incorporation of the corporation, relating to the name of the corporation is hereby amended to read as follows:

“The name of the corporation is URS Greiner, Inc.”

     FIFTH:      The foregoing amendment of the certificate of incorporation of the corporation was authorized by the consent in writing of all members of the Board of Directors of the corporation, followed by:

The unanimous written consent of the holder of all of the outstanding shares of the corporation entitled to vote on the said amendment of the certificate of incorporation.

     IN WITNESS WHEREOF, We have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct.

     Date: August 30, 1996

/s/ Robert Costello
Robert L. Costello, President

/s/ Melissa K. Holder
Melissa K. Holder, Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

URS GREINER, INC.

Under Section 805 of the Business Corporation Law

     We, the undersigned, being respectively the President and Secretary of URS GREINER, INC. do hereby certify:

1.   The name of the Corporation is:

URS GREINER, INC.

2.	The certificate of Incorporation was filed by the Department of State on th 29th day of August, 1934 under the original name of EDWIN S. VOORHIS & SON, INC.
3.	The Certificate of Incorporation is hereby amended to change the corporations name.

     Paragraph One of the Certificate of Incorporation is amended to read as follows:

“ 1. The name of the corporation is:

URS GREINER WOODWARD-CLYDE, INC. ”

4.   This amendment to the Certificate of Incorporation was authorized by unanimous written consent of the Board of directors followed by a vote of the

holders of a majority of all outstanding shares entitled to vote thereon at a meeting duly held of the shareholders of the corporation.

     IN WITNESS WHEREOF, we have signed this Certificate of Amendment this 19^th day of August, 1998, and hereby affirm the truth of the statements contained herein under the penalties of perjury.

/s/ Cynthia Jorgensen
Cynthia Jorgensen, Vice President

/s/ Carol Brummerstedt
Carol Brummerstedt, Asst. Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

URS GREINER WOODWARD-CLYDE, INC.

***

Under Section 805 of the Business Corporation Law

     We, the undersigned, being respectively the Vice President and Assistant Secretary of URS Greiner Woodward-Clyde, Inc. do hereby certify:

     1. The name of the Corporation is:

URS GREINER WOODWARD-CLYDE, INC.

     2. The Certificate of Incorporation was filed by the Department of State on the 29^th day of August, 1934 under the original name of EDWIN S. VOORHIS & SON, INC.

     3. The Certificate of Incorporation is hereby amended to change the Corporation’s name.

     Paragraph One of the Certificate of Incorporation is amended to read as follows:

     “1. The name of the corporation is URS CORPORATION – NEW YORK.”

4.	This amendment to the Certificate of Incorporation was authorized by unanimous written consent of the Board of Directors followed by a vote of the holders of a majority of all outstanding shares entitled to vote thereon at a meeting held by the shareholders of the Corporation.
IN WITNESS WHEREOF, we have signed this Certificate of Amendment this 7th day of April, 2000, and hereby affirm the truth of the statements contained herein under the penalties of perjury.

/s/ J. Masters
Joseph Masters, Vice President

/s/ Carol Brummerstedt
Carol Brummerstedt, Assistant Secretary

CERTIFICATE OF MERGER

OF

URS CORPORATION GROUP CONSULTANTS

INTO

URS CORPORATION – NEW YORK

Under Section 904 of the Business Corporation Law

     1. (a) The name of each constituent corporation is as follows:

URS Corporation – New York
URS Corporation Group Consultants

     (b) The name of the surviving corporation is URS Corporation – New York.

2. As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof as follows:

	Designation and
	number of shares on
	each class or	Class or series of	Shares entitled to vote
Name of Corporation	series outstanding	shares entitled to vote	as a series or class
URS Corporation – New York	100 common shares	common	common
URS Corporation Group
Consultants	1,000 common shares	common	common

3. The certificate of incorporation of URS Corporation – New York, the surviving corporation, shall not be amended by this merger and shall be the certificate of incorporation of the surviving corporation.

4. The date when the certificate of incorporation of each constituent corporation was filed by the Department of State is as follows:

Name of Corporation	Date of Incorporation
URS Corporation – New York	August 29, 1934
Formed under the original name of (Edwin S. Voorhis & Son, Inc.)
URS Corporation Group Consultants	February 25, 1929
Formed under the original name of (The William T. Field Engineers, Incorporated)

5. The merger was adopted by each constituent corporation in the following manner:

(a) As to URS Corporation – New York, by the written consent of the sole shareholder given in accordance with Section 615 of the Business Corporation Law.

     (b) As to URS Corporation Group Consultants, by the written consent of the sole shareholder given in accordance with Section 615 of the Business Corporation Law.

URS Corporation – New York

By: s/s: Joseph Masters

Joseph Masters
Vice President

URS Corporation Group Consultants

By: s/s: David Nelson

David Nelson
Vice President & Treasurer

EX-4.68

EXHIBIT 4.68

AMENDED & RESTATED BY-LAWS
OF
URS CORPORATION – NEW YORK

*****

ARTICLE I
OFFICES

     Section 1. The office of the corporation shall be located in the County of New York, State of New York.

     Section 2. The corporation may also have offices at such other places both within and without the State of New York as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of shareholders for the election of directors shall be held at such place or places, within or without the State of New York, as shall be determined by the Board of Directors from time to time.

     Section 2. Annual meetings of shareholder shall be held on the 2^nd day of January, if not a legal holiday, and if a legal holiday, then on the next secular day following during which they shall elect by a plurality vote, a board of directors, and transact such other business as may properly be brought before the meeting.

     Section 3. Written or electronic notice of the annual meeting stating the place, date and hour of the Meeting shall be delivered not less than ten nor more than sixty days before the date of the meeting, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders may be held at such time and place within or without the State of New York as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by law or by the certificate of incorporation, may be called by the president, the board of directors, or the holders of a majority of the votes of all the shares entitled to vote at the meeting.

     Section 3. Written or electronic notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called,

shall be delivered not less than ten nor more than sixty days before the date of the meeting, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. The notice should also indicate that it is being issued by, or at the direction of, the person calling the meeting.

     Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV
QUORUM AND VOTING OF STOCK

     Section 1. The holders of a majority of the votes of shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the share-holders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

     Section 2. If a quorum is present, the affirmative vote of a majority of the votes cast in favor of or against an action shall be the act of the shareholders, unless the vote of a greater or lesser number of shares of stock is required by law or the certificate of incorporation. Except as otherwise provided in the certificate of incorporation or the specific provision of a by-law adopted by the shareholders, an abstention shall not constitute a vote cast.

     Section 3. Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy authorized in accordance with law.

     Section 4. The board of directors in advance of any shareholders’ meeting may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and, on the request of any shareholder entitled to vote thereat, shall appoint one or more inspectors. If the corporation has a class of voting stock that is listed on a national securities exchange or authorized for quotation on an interdealer quotation system of a registered national securities association, one or more inspectors shall be appointed as provided herein. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by the board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

     Section 5. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the

action so taken, signed by the holders of all outstanding shares entitled to vote thereon or, if the certificate of incorporation so permits, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

ARTICLE V
DIRECTORS

     Section 1. The authorized number of directors shall be determined from time to time by resolution of the Board of Directors, provided that the Board of Directors shall consist of at least one member. Directors shall be at least eighteen years of age and need not be residents of the State of New York nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

     Section 2. The entire Board of Directors, or any individual Director, may be removed from office without assigning any cause, by a majority vote of the holders of the outstanding shares entitled to vote at an election of Directors. IN case the Board or any one or more of Directors be so removed, new Directors may be elected at the same meeting.

     Section 3. Newly created directorships resulting from an increase in the board of directors and all vacancies occurring in the board shall be filled by election at an annual meeting, or at a special meeting of shareholders called for that purpose. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

     Section 4. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

     Section 5. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside the State of New York, at such place or places as they may from time to time determine.

     Section 6. The Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board; provided that nothing herein constrained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of New York.

     Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

     Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

     Section 4. Special meetings of the board of directors may be called by the president on five days’ notice to each director, either personally or by mail or by facsimile telecommunication; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

     Section 5. Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

     Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by law or by the certificate of incorporation. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the vote of a greater number is required by law or by the certificate of incorporation. If a quorum shall not be present at any

meeting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 7. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

     Section 8. Unless the certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting if a consent in writing to the adoption of a resolution authorizing the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE VII
EXECUTIVE COMMITTEE

     Section 1. The board of directors, by resolution adopted by a majority of the entire board, may designate, from among its members, an executive committee and other committees, each consisting of one or more directors, and each of which, to the extent provided in the resolution, or in the certificate of incorporation or these by-laws, shall have all the authority of the board, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII
NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to shareholders may also be given electronically in accordance with law. Notice to directors may also be given by facsimile telecommunication.

     Section 2. Whenever any notice of a meeting is required to be given under the provisions of the statutes or under the provisions of the certificate of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Shareholders may also submit waivers of notice electronically in accordance with law.

ARTICLE IX
OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president/chief executive officer, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

     Section 2. The officers of the Corporation to be elected by the Board of Directors shall be elected annually after the annual meeting of the shareholders. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until he shall resign or shall have been removed in the manner hereinafter provided.

     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the corporation, and shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

     Pursuant to Section 7209.6 of the New York State Education Law, the office of president must be held by a New York-licensed professional engineer and a New York-licensed land surveyor. The office of president may be held by two individuals simultaneously.

     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

     Section 8. The vice-president or, if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or

disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

     Section 10. The assistant secretary or, if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

     Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

     Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X
CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation shall be represented by certificates or shall be uncertificated. Certificates shall be signed by the chairman or vice-chairman of the board or the president or a vice-president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation and may be sealed with the seal of the corporation or a facsimile thereof.

     When the corporation is authorized to issue shares of more than one class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences, and limitations of the shares of each class authorized to be issued and, if the corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and the authority of the board of directors to designate and fix the relative rights, preferences and limitations of other series.

     Within a reasonable time after the issuance or transfer of any uncertificated shares there shall be sent to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to paragraphs (b) and (c) of Section 508 of the New York Business Corporation Law.

     Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or an employee of the corporation, or if the shares are listed on a national security exchange. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue.

LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

FIXING RECORD DATE

     Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than sixty nor less than ten days before the date of any meeting nor more than sixty days prior to any other action. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board fixes a new record date for the adjourned meeting.

REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of New York.

LIST OF SHAREHOLDERS

     Section 7. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS

     Section 1. Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in shares of the capital stock or in the corporation’s bonds or its property, including the shares or bonds of other corporations subject to any provisions of law and of the certificate of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

     Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be December 31.

SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, New York”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII
AMENDMENTS

     Section 1. Amendment by Shareholders. These by-laws may be amended or repealed or new by-laws may be adopted at any regular or special meeting of shareholders at which a quorum is present or represented, by a majority of the votes cast by the shares entitled to vote in the election of any directors, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting.

     Section 2. Amendment by Board of Directors. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board duly convened after appropriate notice to the Directors of such proposed alteration, amendment or repeal.

EX-10.14

EXHIBIT 10.14

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

     This Second Amendment to Employment Agreement (the “Amendment”) is entered into as of August 20, 2004, by and between Kent P. Ainsworth (the “Employee”) and URS Corporation, a Delaware corporation (the “Company”), to amend the Employment Agreement entered into between the parties as of September 8, 2000, as amended by the Amendment to Employment Agreement dated August 8, 2003 (the “Employment Agreement”), as follows (capitalized terms in this Amendment are used as defined in the Employment Agreement unless otherwise required by the context):

          1. The second sentence of Section 6(c) of the Employment Agreement is amended to read in full as follows:

“Notwithstanding the preceding sentence, if either (i) at anytime during the period from June 1, 2005 through August 27, 2005, the Employee voluntarily resigns his employment for any reason, or (ii) at anytime during the period from August 27, 2003 through August 27, 2005, the Company terminates the Employee’s employment for any reason, then the Employee shall be entitled to receive the Change in Control Payment and such Severance Benefits.”

          2. Except as so amended, the Employment Agreement remains in full force and effect.

     IN WITNESS WHEREOF, each party has executed this Amendment, in the case of the Company by its duly authorized officer, as of the day and year first above written.

/s/ Kent P. Ainsworth
Kent P. Ainsworth
URS Corporation, A Delaware corporation
By:	/s/ Martin M. Koffel
Name: Martin M. Koffel
Title:  Chairman and Chief Executive Officer

EX-10.17

EXHIBIT 10.17

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

     This Second Amendment to Employment Agreement (the “Amendment”) is entered into as of August 20, 2004, by and between Joseph Masters (the “Employee”) and URS Corporation, a Delaware corporation (the “Company”), to amend the Employment Agreement entered into between the parties as of September 8, 2000, as amended by the Amendment to Employment Agreement dated August 11, 2003 (the “Employment Agreement”), as follows (capitalized terms in this Amendment are used as defined in the Employment Agreement unless otherwise required by the context):

          1. The second sentence of Section 6(c) of the Employment Agreement is amended to read in full as follows:

“Notwithstanding the preceding sentence, if either (i) at anytime during the period from June 1, 2005 through August 27, 2005, the Employee voluntarily resigns his employment for any reason, or (ii) at anytime during the period from August 27, 2003 through August 27, 2005, the Company terminates the Employee’s employment for any reason, then the Employee shall be entitled to receive the Change in Control Payment and such Severance Benefits.”

          2. Except as so amended, the Employment Agreement remains in full force and effect.

     IN WITNESS WHEREOF, each party has executed this Amendment, in the case of the Company by its duly authorized officer, as of the day and year first above written.

/s/ Joseph Masters
Joseph Masters
URS Corporation, A Delaware corporation
By:	/s/ Martin M. Koffel
Name:  Martin M. Koffel
Title:    Chairman and Chief Executive Officer

EX-10.39

EXHIBIT 10.36

URS Corporation
Restricted Stock Award

Grant Notice

(1999 Equity Incentive Plan)

URS Corporation (the “Company”), pursuant to its 1999 Incentive Equity Plan (the “Plan”), hereby grants to Participant the right to receive the number of shares of the Company’s Common Stock set forth below (“Award”). This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement and the Plan, each of which are attached hereto and incorporated herein in their entirety.

Participant:
Date of Grant:	July 12, 2004
Vesting Commencement Date:	July 12, 2004
Number of Shares Subject to Award:
Participant’s Social Security Number:
Fair Market Value Per Share:	$

Vesting Schedule:	25% of the shares vest on the first anniversary of the Vesting Commencement Date.
	25% of the shares vest on the second anniversary of the Vesting Commencement Date.
	25% of the shares vest on the third anniversary of the Vesting Commencement Date.
	25% of the shares vest on the fourth anniversary of the Vesting Commencement Date.

Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Restricted Stock Award Agreement and the Plan. Participant further acknowledges that this Grant Notice, the Restricted Stock Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the award of Common Stock in the Company and supersede all prior oral and written agreements on that subject with the exception of awards previously granted and delivered to Participant under the Plan.

URS Corporation		Optionholder:
By:		By:
	Kent P. Ainsworth		[NAME]
	Executive Vice President and
	Chief Financial Officer
Date:		Date:

Attachments: Restricted Stock Award Agreement and 1999 Incentive Equity Plan

Attachment I

RESTRICTED STOCK AWARD AGREEMENT

URS Corporation
1999 Incentive Equity Plan

Restricted Stock Award Agreement for                                         

     Pursuant to the Restricted Stock Award Grant Notice (“Grant Notice”) and this Restricted Stock Award Agreement (collectively, the “Award”) and in consideration of your past services, URS Corporation (the “Company”) has awarded you a restricted stock award under its 1999 Incentive Equity Plan (the “Plan”) for the number of shares of the Company’s Common Stock subject to the Award indicated in the Grant Notice. Except where indicated otherwise, defined terms not explicitly defined in this Restricted Stock Award Agreement but defined in the Plan shall have the same definitions as in the Plan.

     The details of your Award are as follows:

     1. Vesting. Subject to the limitations contained herein, your Award shall vest as provided in your Grant Notice, provided that vesting shall cease upon the termination of your Continuous Service. Notwithstanding the foregoing, your Award shall become vested in its entirety either (i) if, prior to the termination of your Continuous Service, a Change in Control (as defined in the Employment Agreement, dated as of                     , between you and the Company, as it may be amended from time to time (the “Employment Agreement”)) occurs, or (ii) in the circumstances provided in Section 12(c) of the Plan. The shares subject to your Award will be held by the Company until your interest in such shares vests. As each portion of your interest in the shares vests, the Company shall issue you a stock certificate covering such vested shares.

     2. Number of Shares. The number of shares subject to your Award may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan.

     3. Payment. This Award was granted in consideration of your past services to the Company and its Affiliates. You will not be required to make any payment to the Company with respect to your receipt of the Award or the vesting thereof.

     4. Securities Law Compliance. You will not be issued any shares under your Award unless the shares are either (a) then registered under the Securities Act or (b) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you will not receive such shares if the Company determines that such receipt would not be in material compliance with such laws and regulations.

     5. Transfer Restrictions. Prior to the time that they have vested, you may not transfer, pledge, sell or otherwise dispose of the shares subject to the Award. For example, you may not use shares subject to the Award that have not vested as security for a loan. In addition, you may not transfer, pledge, sell or otherwise dispose of the shares subject to the Award that have vested at any time when applicable securities laws or Company policies would prohibit such a transfer. This restriction on the transfer of vested shares will lapse upon your termination of Continuous Service. Notwithstanding the foregoing, you may, by delivering written notice to

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the Company, in a form satisfactory to the Company, designate a third party who, in the event of your death, shall thereafter be entitled to receive vested shares as of the date of your death.

     6. Termination of Continuous Service.

          (a) Except as may be provided in your Employment Agreement (subject, however, to Section 1 hereof), in the event your Continuous Service terminates for reasons other than your death or Disability (as that term is defined in your Employment Agreement), you will be credited with the vesting that has accrued under your Award as of the date of your termination of Continuous Service. Except as may be provided in your Employment Agreement (subject, however, to Section 1 hereof), you will accrue no additional vesting of your Award following your termination of Continuous Service. To the extent your Award is not vested on the date of your termination, it shall automatically lapse on such date.

          (b) In the event your Continuous Service terminates due to your death, the Award automatically shall become vested in full as of the date of your death and your rights under the Award shall pass by will or the laws of descent and distribution; provided, however, that you may designate a beneficiary to receive your vested shares as set forth in Section 5 hereof.

          (c) In the event your Continuous Service terminates due to your Disability (as that term is defined in your Employment Agreement), the Award automatically shall become vested in full as of the date of your termination of Continuous Service.

     7. Restrictive Legends. The shares issued under your Award shall be endorsed with appropriate legends determined by the Company.

     8. Rights as a Stockholder. You shall exercise all rights and privileges of a stockholder of the Company with respect to the shares subject to your Award. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be paid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested.

     9. Award not a Service Contract. Your Award is not an employment or service contract, and nothing in your Award shall be deemed to (i) alter the terms of your Employment Agreement or (ii) create in any way whatsoever any obligation on your part to continue in the employ of the Company or any Affiliate thereof, or on the part of the Company or any Affiliate thereof to continue your employment or service. In addition, nothing in your Award shall obligate the Company or any Affiliate thereof, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as a director or consultant for the Company or any Affiliate thereof.

     10. Withholding Obligations.

          (a) At the time your Award is made, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate thereof, if

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any, which arise in connection with your Award. Such withholding obligations may be satisfied by your relinquishment of your right to receive a portion of the shares otherwise issuable to you pursuant to the Award; provided, however, that you shall not be authorized to relinquish your right to shares with a fair market value in excess of the amount required to satisfy the minimum amount of tax required to be withheld by law.

          (b) Unless the tax withholding obligations of the Company and/or any Affiliate thereof are satisfied, the Company shall have no obligation to issue a certificate for such shares or release such shares from any escrow provided for herein.

     11. Tax Consequences. The acquisition and vesting of the shares may have adverse tax consequences to you that may be mitigated by filing an election under Section 83(b) of the Code. Such election must be filed within thirty (30) days after the date of the grant of your Award. YOU ACKNOWLEDGE THAT IT IS YOUR OWN RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF YOU REQUEST THE COMPANY TO MAKE THE FILING ON YOUR BEHALF.

     12. Notices. Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

     13. Miscellaneous.

          (a) The rights and obligations of the Company under your Award shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your rights and obligations under your Award may only be assigned with the prior written consent of the Company.

          (b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

          (c) You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.

     14. Governing Plan Document. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan shall control.

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Attachment II

1999 INCENTIVE EQUITY PLAN

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF URS CORPORATION

Name of Domestic Subsidiary	State of Incorporation
AMAN ENVIRONMENTAL CONSTRUCTION, INC.	California
BANSHEE CONSTRUCTION COMPANY, INC.	California
CLAY STREET PROPERTIES	California
CLEVELAND WRECKING COMPANY	California
COVERDALE & COLPITTS, INC.	New York
D&M CONSULTING ENGINEERS, INC.	Delaware
DAMES & MOORE GROUP (NY), INC.	New York
E.C. DRIVER & ASSOCIATES, INC.	Florida
EG&G DEFENSE MATERIALS, INC.	Utah
EG&G TECHNICAL SERVICES, INC.	Delaware
GEOTESTING SERVICES, INC.	California
LEAR SIEGLER LOGISTICS INTERNATIONAL, INC.	Delaware
LEAR SIEGLER SERVICES, INC.	Delaware
NATIONAL TRANSPORTATION AUTHORITY TEXAS 1, INC.	Texas
NATIONAL TRANSPORTATION AUTHORITY TEXAS 2, INC.	Texas
NATIONAL TRANSPORTATION AUTHORITY TEXAS 3, INC.	Texas
NATIONAL TRANSPORTATION AUTHORITY TEXAS 4, INC.	Texas
RADIAN ENGINEERING, INC.	New York
RADIAN INTERNATIONAL LLC	Delaware
SIGNET TESTING LABORATORIES, INC.	Delaware
URS ARCHITECTS/ENGINEERS, INC.	New Jersey
URS ARCHITECTURE — OREGON, INC.	Oregon
URS ARCHITECTURE & ENGINEERING — NEW YORK, P.C.	New York
URS CARIBE, L.L.P	Delaware
URS CARIBE — VIRGIN ISLANDS	US Virgin Islands
URS CONSTRUCTION SERVICES, INC.	Florida
URS CORPORATION	Nevada
URS CORPORATION AES	Connecticut
URS CORPORATION — MARYLAND	Maryland
URS CORPORATION — NEW YORK	New York
URS CORPORATION — NORTH CAROLINA	North Carolina
URS CORPORATION — OHIO	Ohio
URS.CORPORATION — OHIO, VIRGIN ISLANDS	US Virgin Islands
URS CORPORATION ARCHITECTURE-NC, P.C.	North Carolina
URS CORPORATION DESIGN	Ohio
URS CORPORATION GREAT LAKES	Michigan
URS CORPORATION GROUP CONSULTANTS	New York
URS CORPORATION SERVICES	Pennsylvania
URS CORPORATION SOUTHERN	California
URS DISTRICT SERVICES, P.C.	District of Columbia
URS GREINER WOODWARD-CLYDE CONSULTANTS, INC.	New York
URS GROUP, INC.	Delaware
URS HOLDINGS, INC.	Delaware
URS INTERNATIONAL, INC.	Delaware
URS OPERATING SERVICES, INC.	Delaware
URS RESOURCES, LLC	Delaware

Name of Foreign Subsidiary	Jurisdiction of Incorporation
AACM INT’L PTY LTD	Australia
AGC WOODWARD–CLYDE	Australia
BRICOLPAR	United Kingdom
BUSINESS RISK STRATEGIES PTY. LTD.	Australia
D&M CHILE LTDA.	Chile
DAMES & MOORE (BVI) LTD., TAIWAN	Taiwan
DAMES & MOORE ARGENTINA SA	Argentina
DAMES & MOORE BOLIVIA S.A.	Bolivia
DAMES & MOORE DE MEXICO S de R.L. de C.V.	Mexico
DAMES & MOORE INTERNATIONAL SRL JAPAN/VENEZUELA	Japan/Venezuela
DAMES & MOORE PTY. LTD.	Australia
DAMES & MOORE SERVICIOS DE MEXICO, S de R.L. de C.V.	Mexico
DAMES & MOORE, INC. – AZERBAIJAN	Azerbaijan
DAMES & MOORE, INC. – INDONESIA	Indonesia
DAMES & MOORE, INC. – NORWAY	Norway
DAMES & MOORE, INC. – PHILIPPINES	Philippines
DAMES & MOORE, INC. – UNITED ARAB EMIRATES	United Arab Emirates
FOOD & AGRICULTURE INTERNATIONAL LTD.	United Kingdom
FORTECH FINANCE PTY LTD.	Australia
GREINER WC D&M MALAYSIA	Malaysia
HOISTING SYSTEMS PTY. LTD.	Australia
HOLLINGSWORTH DAMES & MOORE PTY. LTD.	Australia
MURRAY NORTH INTERNATIONAL LTD.	New Zealand
MURRAY NORTH SOLOMON ISLANDS, LTD.	Solomon Islands
O’BRIEN KREITZBERG ASIA PACIFIC, LTD.	Hong Kong
O’BRIEN-KREITZBERG & ASSOCIATES LTD.	United Kingdom
PROFESSIONAL INSURANCE LIMITED	Bermuda
PT GEOBIS WOODWARD-CLYDE INDONESIA	Indonesia
PT URS INDONESIA	Indonesia
RADIAN INTERNATIONAL S.E.A. LIMITED	Thailand
RADIAN-LEBANON	Lebanon
RADIAN-TAIWAN	Taiwan
SAUDI ARABIAN DAMES & MOORE	Saudi Arabia
TC CONSULTORES LTDA.	Portugal
TCC SP.ZOO	Poland
TECNOLOGIAS Y SERVICIOS AMBIENTALES TESAM S.A.	Chile
THORBURN COLQUHOUN HOLDINGS LIMITED	United Kingdom
THORBURN COLQUHOUN INTERNATIONAL LIMITED	United Kingdom
UNITED RESEARCH SERVICES ESPANA, S.L.	Spain
URS ARCHITECTS & ENGINEERS CANADA, INC.	Canada
URS ASIA PACIFIC LIMITED	Australia
URS AUSTRALIA PTY. LTD.	Australia
URS BELGIUM BVBA	Belgium
URS CANADA, INC.	Ontario
URS CONSULTING MALAYSIA SDN. BND	Malaysia
URS CONSULTING – SHANGHAI	Shanghai
URS CONSULTING (SINGAPORE) PTE. LTD.	Singapore
URS CORPORATION LTD.	United Kingdom
URS CORPORATION LTD. – AZERBAIJAN	Azerbaijan
URS CORPORATION LIMITED (QATAR)	Qatar
URS DEUTSCHLAND GMBH	Germany
URS EUROPE LIMITED	United Kingdom
URS EG&G PTY. LTD.	Australia
URS FORESTRY PTY. LTD.	Australia
URS FRANCE SAS	France

Name of Foreign Subsidiary (Continued)	Jurisdiction of Incorporation
URS GREINER (MALAYSIA) SDN. BHD.	Malaysia
URS GREINER WOODWARD-CLYDE (MALAYSIA) SDN BHD	Malaysia
URS HOLDINGS, INC. – PANAMA	Panama
URS HOLDINGS, INC. – SHANGHAI	China
URS HONG KONG LIMITED	Hong Kong
URS INTERNATIONAL INC. – GERMANY	Germany
URS IRELAND LIMITED	Ireland
URS ITALIA S.p.A.	Italy
URS NETHERLANDS B.V.	Netherlands
URS NEW ZEALAND LTD.	New Zealand
URS NORDIC AB	Sweden
URS (PNG) LTD.	Papua New Guinea
URS PHILIPPINES, INC.	Philippines
URS STRATEGIC ISSUES MANAGEMENT PTY. LTD.	Australia
URS (THAILAND) LIMITED	Thailand
URS VERIFICATION LTD.	United Kingdom
WALK, HAYDEL ARABIA LTD.	Saudi Arabia
W-C GEO-CONSULTING SDN BHD	Malaysia

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 33-61230, 333-24063, 333-24067, 333-24069, 333-48791, 333-48793, 333-91053, 333-110467) and Form S-3 (File Nos. 333-59203, 333-112216, 333-25207) of URS Corporation of our report dated December 23, 2004 relating to the financial statements, which appears in this Annual Report on Form 10-K.

January 13, 2005
San Francisco, California
	/s/ PricewaterhouseCoopers LLP
	PRICEWATERHOUSECOOPERS LLP

EX-24.1

Exhibit 24.1

POWERS OF ATTORNEY OF URS CORPORATION’S DIRECTORS AND OFFICERS

     Each person whose signature appears below hereby constitutes and appoints any one of KENT P. AINSWORTH and REED N. BRIMHALL, each with full power to act without the other, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K for fiscal year ended October 31, 2004 of URS Corporation, and any or all amendments thereto, and to file the same with all the exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in connection therewith, as fully to all extents and purposes as he or she might or could do in person, thereby ratifying and confirming all that such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

This Power of Attorney may be executed in separate counterparts.

Dated: January 13, 2005

/s/ H. Jesse Arnelle	/s/ Joseph W. Ralston
H. Jesse Arnelle	Joseph W. Ralston
Director	Director
/s/ Betsy J. Bernard	/s/ John D. Roach
Betsy J. Bernard	John D. Roach
Director	Director
/s/ Richard C. Blum	/s/ William D. Walsh
Richard C. Blum	William D. Walsh
Director	Director
/s/ Armen Der Marderosian
Armen Der Marderosian
Director
/s/ Mickey P. Foret
Mickey P. Foret
Director
/s/ Martin M. Koffel
Martin M. Koffel
Director
/s/ Richard B. Madden
Richard B. Madden
Director

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Martin M. Koffel, certify that:

1.	I have reviewed this annual report on Form 10-K 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)) 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)	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
c)	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.

Date: January 13, 2005	/s/ Martin M. Koffel
	Martin M. Koffel
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Kent P. Ainsworth, certify that:

1.	I have reviewed this annual report on Form 10-K 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)) 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)	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
c)	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.

Date: January 13, 2005	/s/ Kent P. Ainsworth
	Kent P. Ainsworth
	Chief Financial Officer

EX-32

Exhibit 32

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER CERTIFICATION

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Martin M. Koffel, the Chief Executive Officer of URS Corporation (the “Company”) and Kent P. Ainsworth, the Chief Financial Officer of the Company, each hereby certifies that, to the best of his knowledge:

1.   The Company’s Annual Report on Form 10-K for the period ended October 31, 2004, to which this Certification is attached as Exhibit 32 (the “Periodic Report”), fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, and

2.   The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 13, 2005	/s/ Martin M. Koffel
	Martin M. Koffel
	Chief Executive Officer
Date: January 13, 2005	/s/ Kent P. Ainsworth
	Kent P. Ainsworth
	Chief Financial Officer