URS Modifies Executive Incentive Compensation Programs

  URS Modifies Executive Incentive Compensation Programs

  Changes Underscore Focus on Organic Growth, Free Cash Flow Generation and
                       Return of Value to Stockholders

Business Wire

SAN FRANCISCO -- November 21, 2013

URS Corporation (NYSE:URS) today announced changes to the Company’s executive
incentive compensation programs, which further align executive performance
with the Company’s focus on free cash flow generation, organic growth and
returning value to stockholders, and build upon URS’ long-established
pay-for-performance philosophy. The changes, which were designed and approved
by the Compensation Committee of URS’ Board of Directors, include the

Effective for 2014, awards under URS’ Annual Incentive Program provided to
URS’ top executives will be based on three metrics, with equal weighting to
each: 1) GAAP earnings per share; 2) free cash flow, defined as net cash from
operating activities less capital expenditures; and 3) return on invested
capital (“ROIC”), defined as after tax operating income divided by the sum of
average net debt and total URS stockholders’ equity for the performance
period. Previously, annual cash bonuses for executives had been based on a
single performance metric, net income.

The Compensation Committee also approved changes to the design of the
Company’s Long-Term Incentive Program for its top executives. Stock grants
under the basic program will now consist of 60% performance-based restricted
stock awards (“PSUs”) and 40% time-based restricted stock awards, compared to
a previous equal weighting. The PSUs will now vest based on achievement of
both ROIC and net income objectives, with equal weighting to each, measured
over a three-year period. Under the prior program, PSUs were awarded based on
one metric, net income, measured over a two-year period. Moreover, URS’ total
stockholder return (“TSR”) must exceed the TSR of the Russell 3000 Index over
the three-year performance period for any vesting of PSUs above the target
number of shares, consistent with the previous design.

General (Ret) Joseph Ralston, Chairman of the Compensation Committee of the
URS Board of Directors, said, “These modifications ensure that the financial
metrics used as performance incentives continue to reinforce URS’ strategic
goals and capital allocation priorities, and properly incentivize management
to enhance stockholder value, both annually and over the longer term. URS has
– and will continue to – maintain a strong pay-for-performance philosophy for

URS Corporation (NYSE: URS) is a leading provider of engineering, construction
and technical services for public agencies and private sector companies around
the world. The Company offers a full range of program management; planning,
design and engineering; systems engineering and technical assistance;
construction and construction management; operations and maintenance;
information technology; and decommissioning and closure services. URS provides
services for federal, oil and gas, infrastructure, power, and industrial
projects and programs. Headquartered in San Francisco, URS Corporation has
more than 50,000 employees in a network of offices in nearly 50 countries


URS Corporation
Sam Ramraj, 415-774-2700
Vice President, Investor Relations
Sard Verbinnen & Co
Jamie Tully/Delia Cannan
Press spacebar to pause and continue. Press esc to stop.