URS Corporation Adds Four New Independent Directors to Board

  URS Corporation Adds Four New Independent Directors to Board

     JANA Partners Agrees to Support All Nominees at 2014 Annual Meeting

                 Board to Establish Value Creation Committee

Business Wire

SAN FRANCISCO -- March 17, 2014

URS Corporation (NYSE:URS) today announced that it will add four new
independent directors to its Board of Directors, effective March 27, 2014.
These four directors will be on URS’ slate of directors nominated for election
to the Board of Directors at the Company’s 2014 Annual Meeting, along with
eight incumbents, pursuant to an agreement with JANA Partners LLC. The four
new directors will be: Diane C. Creel, William H. Schumann, III, David N.
Siegel and V. Paul Unruh. Biographical information on the new directors is
provided below.

Current directors Donald R. Knauss and William P. Sullivan have advised the
Company that they do not plan to stand for re-election at the 2014 Annual
Meeting. Therefore, from March 27, 2014 until the Annual Meeting, the Board
will increase to fourteen members from the current ten, but will be comprised
of twelve directors following the 2014 Annual Meeting.

Under the agreement with JANA, URS will also form a Value Creation Committee
of the Board that will evaluate all options for enhancing shareholder value,
including by engaging an investment bank to conduct a strategic review of the
Company’s business segments, operations and capital structure; and reviewing
the Company’s management compensation structure to enhance alignment with
shareholder value creation. The Committee will be comprised of four members,
two of whom will be new directors.

Martin M. Koffel, Chairman and Chief Executive Officer of URS, stated: “Bill
and Don are superb directors and have contributed much to our success, but
each has decided for his own reasons not to stand for re-election. I and their
fellow board members look forward to continuing to work with them until the
Annual Meeting but will take this opportunity to express our gratitude for
their service, sound counsel and friendship.”

Koffel continued: “With Bill’s and Don’s decisions to stand down and the
expansion of our Board, we are adding four new, highly qualified independent
directors to the Board on March 27 and we will nominate these directors for
election at the 2014 Annual Meeting. All are accomplished business leaders
with experience relevant to the URS enterprise, and we are confident that they
will prove to be valuable additions as we continue working to build value for
our stockholders.”

As previously disclosed, the URS Board has been engaged in succession planning
for the Company’s Chief Executive Officer position and has appointed a CEO
Succession Committee comprised of independent directors. Two of the new
directors will promptly be appointed to this Committee. One of the new
directors will also be appointed to the Compensation Committee.

Said Koffel, “Having led URS for more than 25 years, I had previously
communicated to the Board that it was important to have my successor in place
in 2014, and our goal is to do just that. The Board has asked me to remain as
Chairman and Chief Executive Officer until a successor is named, which I
expect to do unless circumstances change.”

Barry Rosenstein, Managing Partner of JANA Partners, said, “We have
appreciated our constructive dialogue with Martin Koffel and his team. We
share their view that the Company is significantly undervalued, particularly
given its strong cash flows and the valuable work Martin and his team have
done over many years to ensure that URS is well-positioned to meet the needs
of its clients. I am confident that the addition of four highly-qualified
directors and the formation of the Value Creation Committee will help unlock
this value for all shareholders.” JANA Partners currently owns approximately
9.4 percent of the Company’s common shares outstanding.

URS’ incumbent directors expected to be nominated for re-election at the 2014
Annual Meeting are: Mickey P. Foret; Senator William H. Frist, M.D.; Lydia H.
Kennard; Martin M. Koffel; Timothy R. McLevish; General (Ret.) Joseph W.
Ralston, USAF; John D. Roach; and Douglas W. Stotlar.

The director nominations will be included in the Company’s 2014 proxy
statement and submitted for stockholder approval at the Company's 2014 Annual
Meeting, to be held on May 29, 2014. The Company expects to file its proxy
materials for the 2014 Annual Meeting in the near future, and encourages
stockholders to review the proxy materials when they become available.

The agreement between URS and JANA Partners will be filed on Form 8-K with the
Securities and Exchange Commission. The agreement includes certain standstill
restrictions that will be in effect until 30 days prior to the deadline by
which a shareholder must give notice to the Company of its intention to
nominate a director at or bring other business before the 2015 Annual Meeting.
JANA Partners has committed to vote the shares that it controls in support of
URS’ twelve director nominees at the Company’s 2014 Annual Meeting.

Wachtell, Lipton, Rosen & Katz and Cooley LLP are serving as legal advisors to
URS.

Biographical Information on New Director Nominees

Diane Creel, 65

Ms. Diane Creel retired as Chairman, Chief Executive Officer and President of
Ecovation, Inc., a subsidiary of Ecolab Inc. and a waste stream technology
company using patented technologies, in September 2008. Ms. Creel had held
such positions since 2003. Previously, Ms. Creel served as Chief Executive
Officer and President of Earth Tech, an international consulting engineering
firm, which is now part of AECOM, from 1992 to 2003. Ms. Creel has served on
the ATI Board of Directors since 1996 and as Lead Independent Director since
the position was established in September 2011. Ms. Creel is also a member of
the Boards of Directors of The Timken Company (since 2012) and Enpro
Industries, Inc. (since 2009). She also served on the Board of Directors of
Goodrich Corporation from 1997 to 2012 and Foster Wheeler Ltd. until 2008.

William H. Schumann, III, 63

Mr. William H. Schumann, III, has served as the non-executive Chairman of the
Board of Directors of Avnet, Inc., a distributor of electronic components,
since November 2012 and has been on the board since 2010. He retired in August
2012 as Executive Vice President of FMC Technologies, Inc., a provider of
technology solutions for the energy industry. He served as Chief Financial
Officer of FMC Technologies from 2001 to 2011 and Chief Financial Officer of
FMC Corporation (the predecessor to FMC Technologies) from 1999 to 2001. Mr.
Schumann served on the board of UAP Holdings, an agricultural chemical
distributor, from 2005 to 2008 and Great Lakes Advisors, a registered
investment advisor, from 1992 to 2011. Mr. Schumann has been a director of
AMCOL International Corporation, a producer of specialty materials and related
products and services for industrial and consumer markets, since 2012 and
McDermott International, Inc., an engineering and construction company, since
2012.

David N. Siegel, 52

David N. Siegel is President & CEO of Frontier Airlines and serves on its
board of directors. He was a Director of Republic Airways, from October 2009
to December 2013, including serving as Lead Independent Director from May 2011
until January 2012 when he was appointed President & CEO of Frontier, at the
time a wholly-owned subsidiary of Republic. Prior to joining Frontier, Mr.
Siegel was Chairman & CEO of XOJET, a private aviation company controlled by
TPG Capital. From June 2004 to May 2008, Mr. Siegel was Chairman and Chief
Executive Officer, and from June 2008 to April 2009 Chairman, of gategroup
Holding AG, the world's largest independent airline catering, hospitality and
logistics company. Prior to that, Mr. Siegel served as President, Chief
Executive Officer and member of the Board of US Airways Group, Inc., and US
Airways, Inc., the airline operating unit. Prior to US Airways, Mr. Siegel was
Chairman and Chief Executive Officer of Avis Rent A Car System, Inc., a
subsidiary of Cendant Corp. Mr. Siegel also spent seven years at Continental
Airlines in various senior management roles, including President of its
Continental Express subsidiary. Mr. Siegel is currently a member of the board
of directors of Gategroup Holding AG, having served since June 2004.

V. Paul Unruh, 65

Mr. V. Paul Unruh retired as vice chairman of Bechtel Group, Inc. in June
2003. During his 25-year tenure he held a number of management positions
including treasurer, controller, and chief financial officer. He also served
as president of Bechtel Enterprises, the finance, development, and ownership
arm, from 1997 to 2001. Unruh is also a certified public accountant. Mr. Unruh
is currently a member of the board of directors of Symantec Corporation, a
provider of security, backup and availability solutions, Move, Inc., a
provider of real estate media and technology solutions, and Heidrick &
Struggles International, Inc., a provider of executive search and leadership
consulting services. He also serves on the boards of two private companies.

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
(www.urs.com).

Cautionary Statement Regarding Forward-Looking Statements

Statements contained in this press release that are not historical facts may
constitute forward looking statements, including statements relating to the
expected composition of the Company’s Board of Directors and implementation of
the Cooperation Agreement. The Company believes that its expectations are
reasonable and are based on reasonable assumptions. However, such
forward-looking statements by their nature involve risks and uncertainties. We
caution that a variety of factors could result in outcomes that differ
materially from those expressed or implied in the Company’s forward-looking
statements. These factors include, but are not limited to: the impact of
announcing the Cooperation Agreement on relationships, including with
employees, customers, competitors and investors; the implications of expanding
the size of our Board and adding four new directors to our Board; the ability
to realize the anticipated benefits of the Cooperation Agreement; the impact
of two of our current directors not standing for re-election at the 2014
Annual Meeting; the result of the stockholder vote at the 2014 Annual Meeting;
the implications of our Board establishing a new Value Creation Committee; the
implications of adding new directors to the Value Creation Committee,
Compensation Committee and CEO Succession Committee; the results and timing of
the evaluation by the Value Creation Committee of all options for enhancing
stockholder value; the results and timing of the review by the Value Creation
Committee of the Company’s management compensation structure; the results and
timing of the strategic review of our business, operations and capital
structure; the results and timing of the succession planning by our CEO
Succession Committee; the implications of appointing a successor to our chief
executive officer and the identity of such successor; the implications of the
standstill, voting and non-disparagement restrictions on JANA Partners LLC and
the Company; the impact of changes in laws and regulations; and other factors
discussed more fully in our most recently filed periodic report, as well as in
other reports filed from time to time with the Securities and Exchange
Commission. These forward-looking statements represent only the Company’s
current intentions, beliefs or expectations, and any forward-looking statement
speaks only as of the date on which it was made. The Company assumes no
obligation to revise or update any forward-looking statements.

Contact:

URS Corporation
Sam Ramraj, 415-774-2700
Vice President, Investor Relations
or
Sard Verbinnen & Co
Jamie Tully/Delia Cannan
212-687-8080
 
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