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Urs Corp /New SECURITIES AND EXCHANGE COMMISSION FORM 10-K Annual report pursuant to section 13 and 15(d) Filing Date: 2003-01-24 | Period of Report: 2002-10-31 SEC Accession No. 0000950149-03-000144 (HTML Version on secdatabase.com) FILER URS CORP /NEW/ Mailing Address Business Address 100 CALIFORNIA STREET 100 CALIFORNIA ST CIK:102379| IRS No.: 941381538 | State of Incorp.:DE | Fiscal Year End: 1031 SUITE 500 STE 500 Type: 10-K | Act: 34 | File No.: 001-07567 | Film No.: 03523984 SAN FRANCISCO CA 94111 SAN FRANCISCO CA 94111 SIC: 8711 Engineering services 4157742700 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2002 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.) 100 California Street, Suite 500 94111-4529 San Francisco, California (Zip Code) (Address of principal executive offices) (415) 774-2700 (Registrants telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class: which registered: Common Shares, par value $.01 per share New York Stock Exchange Pacific Exchange 8 5/8% Senior Subordinated Debentures due 2004 New York Stock Exchange Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 x 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 registrants 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. x Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No o On January 3, 2003, there were 30,124,289 shares of the registrants Common Stock outstanding. The aggregate market value of the Common Stock of the registrant held by non-affiliates on January 3, 2003 and April 30, 2002 (the last business day of the registrants most recently completed second fiscal quarter) were $298.3 million and $563.3 million, respectively, based upon the closing sales price of the registrants 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, and 12 of Part III incorporate information by reference from the registrants definitive Proxy Statement for the Annual Meeting of Stockholders to be held on March 25, 2003. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS ITEM 1. BUSINESS ITEM 2. PROPERTIES ITEM 3. LEGAL PROCEEDINGS ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT PART II ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ITEM 6. SUMMARY OF SELECTED FINANCIAL INFORMATION ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE PART III ITEM 10. EXECUTIVE OFFICERS AND DIRECTORS ITEM 11. EXECUTIVE COMPENSATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ITEM 14. CONTROLS AND PROCEDURES PART IV ITEM 15. EXHIBITS. FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K SIGNATURES EXHIBIT INDEX Exhibit 21.1 Exhibit 23.1 Exhibit 24.1 Exhibit 99.1 Exhibit 99.2 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents URS CORPORATION AND SUBSIDIARIES This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed here. Factors that might cause such a difference include, but are not limited to, those discussed elsewhere in this Annual Report on Form 10-K. PART I Item 1. Business 2 Item 2. Properties 11 Item 3. Legal Proceedings 11 Item 4. Submission of Matters to a Vote of Security Holders 11 Item 4A Executive Officers of the Registrant 12 PART II Item 5. Market for the Registrants Common Equity and Related Stockholder Matters 13 Item 6. Summary of Selected Financial Information 14 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations 15 Item 7A Quantitative and Qualitative Disclosures about Market Risk 35 Item 8. Consolidated Financial Statements and Supplementary Data 36 Consolidated Balance Sheets October 31, 2002 and October 31, 2001. 37 Consolidated Statements of Operations and Comprehensive Income Years ended October 31, 2002, 2001, and 2000. 38 Consolidated Statements of Changes in Stockholders Equity Years ended October 31, 2002, 2001, and 2000. 39 Consolidated Statements of Cash Flows Years ended October 31, 2002, 2001, and 2000. 40 Notes to Consolidated Financial Statements 41 Item 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosure 77 PART III Item 10. Executive Officers and Directors 77 Item 11. Executive Compensation 77 Item 12. Security Ownership of Certain Beneficial Owners and Management 77 Item 13. Certain Relationships and Related Transactions 77 Item 14. Controls and Procedures 77 PART IV Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 78 1 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents ITEM 1. BUSINESS We are an engineering firm that provides a comprehensive range of professional planning, design, program and construction management, and operations and maintenance services. We provide these services in eight markets, which are surface transportation, air transportation, railroads and mass transit, industrial process and petrochemical refinement, general building and facilities, water/wastewater treatment, hazardous waste management and military platform support. We provide services to state, local and federal government agencies, as well as to private clients in the chemical, pharmaceutical, manufacturing, forest product, energy, oil, gas, mining, healthcare, water supply, retail and commercial development, telecommunication and utility industries. With our workforce of over 25,000 full time and temporary employees, we conduct business through a network of approximately 240 principal offices and contract-specific job sites throughout the world, including the United States of America, Canada, Mexico, Central and South America, Europe, the Middle East and the Asia/Pacific region. We are one of the largest professional engineering firms in the United States. Over the past several years, we have grown through both internal marketing initiatives and strategic mergers and acquisitions, which has enabled us to: expand and enhance the breath of services we provide to our clients; expand and diversify our client base; provide clients with access to services worldwide; enhance cross selling opportunities; and capitalize on increased federal government spending. The following is a discussion of some of our significant historical mergers and acquisitions: In August 2002, we acquired Carlyle-EG&G Holdings Corp. and Lear Siegler Services, Inc. (collectively, EG&G). EG&G provides management and operations and maintenance capabilities in support of large military installations and operations. EG&Gs services include the management of complex government installations and ranges, including oversight of all construction, testing and operation of base systems and processes, operation and maintenance of chemical agent disposal systems, management of base logistics and transportation and support of high security environments. The EG&G acquisition has expanded our federal client base and our operations and maintenance services, especially for the Department of Defense. In
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