1. When did the merger between URS Corporation (URS) and Washington Group International (WGI) close?
2. What will I receive for my WGI shares as a result of the merger?
   
3. When was the deadline for submitting an election form allowing me to elect the form of merger consideration I preferred to receive?
   
4. Will I need to pay taxes as a former WGI stockholder due to the merger?
   
5. What is my tax basis for URS shares I receive in the merger?
   
6. What happened to my WGI stock options, WGI restricted stock, WGI deferred shares and/or WGI performance units?
   
7. Do I have to exchange my physical WGI stock certificate(s)?
   
8. When will the payment for my WGI shares appear in my account?
   
9. Can I bring or send my stock certificate(s) into the offices of URS Corporation for exchange?
   
10. I have not received a Letter of Transmittal or I need new Letter of Transmittal. Whom should I contact?
    
11. Whom should I contact if I have additional questions about the receipt of my payment?
    

1. When did the merger between URS Corporation (URS) and Washington Group International (WGI) close?

URS completed its acquisition of WGI on November 15, 2007. 

back to top

2. What will I receive for my WGI shares as a result of the merger?

For each issued and outstanding share of WGI common stock, you will receive the following consideration, depending on whether you previously selected one of the following elections; please note that if you did not submit an election you will receive the same consideration as someone who elected Mixed Elections:

• Cash Elections: WGI stockholders who validly elected to receive all cash will receive $95.11656000 in cash for each share of WGI common stock with respect to which that election was made;
• Stock Elections: WGI stockholders who validly elected to receive all URS common stock will receive 1.14588411 shares of URS common stock and $29.78008168 in cash for each share of WGI common stock with respect to which that election was made; and
• Mixed Elections/No Election: WGI stockholders who did not make an election or validly elected the mixed merger consideration will receive $43.80 in cash and 0.90 of a share of URS common stock for each share of WGI common stock held immediately prior to the merger.

back to top

3. When was the deadline for submitting an election form allowing me to elect the form of merger consideration I preferred to receive?

The deadline for submitting a validly completed election form was 5:00 p.m. EST on November 20, 2007.  If you failed to make an election or deliver a validly completed election form by the election deadline, you were deemed to have made a Mixed Election.

back to top

4. Will I need to pay taxes as a former WGI stockholder due to the merger?

Generally, taxes will be paid by former WGI stockholders according to the following criteria:

• A WGI stockholder who receives solely cash in the merger will recognize capital gain or loss in an amount equal to the difference between such stockholder’s tax basis in the WGI common stock exchanged in the merger and the amount of cash received in the merger; and
• A WGI stockholder who receives both URS common stock and cash in the merger will recognize gain (but not loss) with respect to its shares of WGI common stock in an amount equal to the lesser of (i) any gain realized with respect to such stock or (ii) the amount of cash received with respect to such stock (other than any cash received in lieu of receiving a fractional share of URS common stock). A stockholder’s realized gain will equal the difference between the fair market value of the URS common stock plus any cash received, minus such stockholder’s tax basis in the WGI common stock surrendered.  Any such recognized gain will be a capital gain.

For a more complete discussion of the federal income tax consequences of the transaction, you should read the "Material United States Federal Income Tax Consequences” section beginning on page 88 of the joint proxy statement/prospectus filed by URS Corporation with the SEC on September 28, 2007 and the “Supplemental Material United States Federal Income Tax Consequences” on page S-28 of the supplemental joint proxy statement/prospectus filed by URS Corporation with the SEC on November 6, 2007.  PLEASE NOTE: tax matters can be complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should also consult your tax advisor on the tax consequences of the merger to you.

back to top

5. What is my tax basis for URS shares I receive in the merger?

The aggregate tax basis for the shares of URS common stock you receive in the merger (including any fractional share interest for which cash is received) equals the aggregate tax basis in the shares of WGI common stock you surrender increased by any gain recognized by such stockholder in the merger (other than gain resulting from the receipt of cash in lieu of receiving a fractional share of URS common stock) and reduced by the amount of any cash received in the merger (other than any cash received in lieu of receiving a fractional share of URS common stock);

back to top

6. What happened to my WGI stock options, WGI restricted stock, WGI deferred shares and/or WGI performance units?

Stock Options
Each outstanding option to acquire shares of WGI common stock, whether or not vested, that remained outstanding as of the effective time of the merger was cancelled and converted into the right to receive the “option consideration,” which equals the product of (1) the number of shares of WGI common stock subject to such option and (2) the excess, if any, of $97.89 over the exercise price per share of WGI common stock subject to the option.

Restricted Shares
Each award of restricted WGI common stock vested in full immediately prior to the closing of the merger and converted into the right to receive the merger consideration.

Deferred Shares
At the completion of the merger, each deferred share of WGI converted into the right to receive $97.89 in cash, payable on a deferred basis at the time that the underlying deferred shares would have been settled under their terms as in effect immediately prior to the effective time of the merger, plus earnings thereon as described in the merger agreement.

Performance Units
At the completion of the merger, all performance units settled and are now payable in cash based on the greater of the par value of such performance unit and the value of such performance unit determined based upon WGI’s actual results during the applicable performance period through the effective time of the merger.

back to top

7. Do I have to exchange my physical WGI stock certificate(s)?

Yes. The merger has taken place and you must surrender your physical WGI stock certificate(s) in order to receive payment for any shares subject to those stock certificates.

back to top

8. When will the payment for my WGI shares appear in my account?

If you hold your shares in book-entry form, you will need to execute a Letter of Transmittal and return the completed Letter of Transmittal to Mellon Investor Services, the Exchange Agent for the merger, in order to receive payment for your non-certificated WGI shares. If you hold your shares in certificated form, you will need to execute a Letter of Transmittal and return the completed Letter of Transmittal and your physical certificates to Mellon Investor Services in order to receive payment for the certificated WGI shares. Letters of Transmittal have been mailed to each former WGI stockholder for completion and delivery to Mellon Investor Services.

back to top

9. Can I bring or send my stock certificate(s) into the offices of URS Corporation for exchange?

No. Because Mellon Investor Services is the Exchange Agent for the merger, you will need to deliver your physical WGI stock certificate(s), along with a duly completed Letter of Transmittal, to Mellon Investor Services. Letters of Transmittal have been mailed to each former WGI stockholder.

back to top

10. I have not received a Letter of Transmittal or I need new Letter of Transmittal. Whom should I contact?

Letters of Transmittal have been sent by Mellon Investor Services to each former WGI stockholder. Please allow approximately two weeks to receive your Letter of Transmittal. If you have not received a Letter of Transmittal or need an additional Letter of Transmittal, please contact the Exchange Agent at 1-800-777-3674 (outside the United States 1-201-680-6654) to request a new Letter of Transmittal. Please note that if you hold your shares in book-entry form, and do not hold physical certificates, you still need to complete and deliver an executed Letter of Transmittal.

back to top

11. Whom should I contact if I have additional questions about the receipt of my payment?

You may call Mellon Investor Services, toll-free at 1-800-777-3674. Representatives are available 9 a.m. to 6 p.m. Eastern Standard Time Monday through Friday, except for bank holidays. Outside the U.S., you can call 1-201-680-6654.

Or By Mail
Mellon Investor Services, LLC
Attn: Corporate Actions Department
P.O. Box 3301
South Hackensack, NJ 07606-1901

Or By Overnight Courier or By Hand
Mellon Investor Services, LLC
Attn: Corporate Actions Department, 27th Floor
480 Washington Boulevard
Jersey City, NJ 07310

back to top