Will Significantly Expand URS Presence in Fast-Growing Segments of North American Oil and Gas Industry, Particularly in Unconventional Oil and Gas Extraction

Acquisition Expected to be Accretive to URS 2012 GAAP Earnings, Adds
Substantial Oil and Gas Backlog

URS Also Provides Fiscal 2012 Financial Guidance

SAN FRANCISCO, CA & CALGARY, AB, Feb. 20, 2012 /PRNewswire/ – URS Corporation
(NYSE: URS) and Flint Energy Services Ltd. (TSX: FES) today announced a
definitive agreement under which URS will acquire Flint for C$25.00 per
share in cash, or C$1.25 billion (US$1.25 billion). URS also will
assume approximately C$225 million (US$225 million) in Flint debt. The
transaction, which has been approved unanimously by the URS and Flint
Boards of Directors, will significantly expand URS’ opportunities to
serve clients in the oil and gas industry. Flint, a leading provider of
construction services for the oil and gas industry, currently supports
many of the largest companies operating in the oil, oil sands and gas
producing regions of Western Canada and in the Southwest, Appalachian
and Rocky Mountain regions of the United States.

The acquisition will be implemented through a court-approved Plan of
Arrangement under Canadian law and is subject to the approval of Flint
security holders, relevant regulatory approvals and other customary
closing conditions. The transaction is expected to close in the second
quarter of 2012, to be accretive to URS’ 2012 GAAP earnings, and to
increase URS’ revenues from the oil and gas sector to approximately 22%
of total revenues.

Flint has approximately 10,000 employees and a network of approximately
80 locations in North America. The company’s diversified activities
span the full cycle of oil and gas exploration and production,
including constructing well pads, moving rigs, manufacturing processing
equipment, installing small and mid-diameter pipelines, transporting
fluids, performing a wide range of mid-cycle production services, and
constructing and maintaining large oil sands facilities. Revenues from
Western Canada’s oil, oil sands and gas producing regions accounted for
approximately 80% of Flint’s revenues for the trailing twelve months
from September 30, 2011, with the remaining 20% coming from the United
States. Flint is expected to add approximately $3.5 billion to URS’
book of business upon closing. Following the close of the transaction,
Flint will become a new division of URS, led by W. J. (Bill) Lingard,
Flint’s President and Chief Executive Officer, as the Division
President.

Martin M. Koffel, Chairman and Chief Executive Officer of URS, said,
“Expanding our presence in the oil and gas sector has been a
longstanding strategic priority for URS. Flint is one of North
America’s leading fully integrated production and construction services
providers to the oil and gas sector, with many long-duration
construction contracts and multi-year maintenance agreements. Through
this combination, URS will be well positioned in segments of the oil
and gas industry that we expect to have attractive margins and growth
rates. In addition, by joining with URS, Flint will be able to offer
its base of multinational clients the full range of engineering,
procurement and construction management services through URS’ existing
operations.”

Stuart O’Connor, Chairman of Flint’s Board of Directors said, “We are
very pleased with the arrangement with URS. It delivers a significant
cash premium to our stockholders while also allowing Flint to
accelerate the growth of its business by offering a more complete suite
of services to clients.”

Mr. Lingard added, “Having access to URS’ pool of talented and
experienced construction managers will allow Flint to oversee more
projects simultaneously and drive revenue growth. Flint’s employees
should also benefit from and enjoy more opportunities to work on a
wider range of complex projects in both Canada and the United States.
We look forward to working with our URS colleagues to achieve the
exciting potential of the combination.”

H. Thomas Hicks, Chief Financial Officer of URS, said, “We expect this
transaction will build significant long-term value for our
stockholders. Flint offers a diversified, full cycle of services, has
limited exposure to fixed price contracts and derives its earnings
entirely from operations in the stable North American region. Assuming
a second quarter close, we expect to achieve pre-tax cost synergies of
US$10-$15 million in 2012, with additional savings expected in the
following years as we benefit from economies of scale. We expect the
transaction to be accretive to URS’ 2012 EPS between US$0.20 and
US$0.30 per share, which reflects expected acquisition related costs,
estimated amortization of intangible assets and the estimated cost
synergies discussed above.”

URS has financing in place to complete the acquisition under its
existing credit facility and a financing commitment for a new bridge
facility. Permanent financing is expected to consist of borrowings
under URS’ existing credit facility and new debt. Said Mr. Hicks, “URS
intends, as in past acquisitions, to use its strong cash flows to
reduce debt quickly, while retaining the flexibility to continue to
invest in the business and, when debt levels have been reduced, pursue
additional growth opportunities.”

URS Fiscal 2012 Outlook
On a standalone basis, URS expects that its fiscal 2012 revenues will be
between $9.9 billion and $10.1 billion, net income will be between $292
and $300 million and EPS will be between $3.95 and $4.05. URS will
provide full details about its financial results for 2011, and
expectations for 2012, on its previously announced fourth quarter and
full year 2011 earnings conference call on Monday, February 27, 2012.

The Arrangement
The acquisition will be implemented through a Plan of Arrangement under
Canadian law and is subject to a number of customary conditions for a
transaction of this nature including, but not limited to, the approval
of at least 66 and 2/3% of the votes cast in person or by proxy by
Flint shareholders and option holders at a special meeting of Flint’s
security holders, as well as court and relevant regulatory approvals.
The terms and conditions of the arrangement and additional details of
the transaction will be summarized in Flint’s management information
circular, which is expected to be filed and mailed to Flint’s
shareholders in early March 2012. A copy of the arrangement agreement
will be filed on Flint’s SEDAR profile and will be available for
viewing at www.sedar.com. The special meeting of Flint security holders is scheduled to be held
on April 3, 2012, with closing expected to occur in the second quarter
of 2012.

The arrangement agreement is subject to customary non-solicit provisions
and Flint’s right to consider and accept superior proposals. In the
event of a superior proposal, URS will have a five-business-day right
to match the superior proposal. If the arrangement is not completed as
a result of a superior proposal, or for other certain specified
circumstances, a termination fee equal to C$42 million will be paid by
Flint to URS.

After receiving financial and legal advice, the members of the Board of
Directors of Flint voting on the resolution unanimously determined that
the arrangement is in the best interests of Flint, and resolved to
support the arrangement and to recommend that its shareholders and
option holders vote in favor of the arrangement. The financial advisor
to Flint’s Board of Directors has provided an opinion that subject to
the assumptions, limitations and qualifications set forth therein, the
consideration to be received by holders of common shares pursuant to
the arrangement is fair, from a financial point of view, to such
holders.

All of the members of Flint’s Board of Directors and certain senior
officers and certain related shareholders, who collectively own
approximately 8% of the outstanding Flint shares, have agreed to vote
their shares in favor of the acquisition.

Advisors on the Transaction
Morgan Stanley & Co. LLC acted as financial advisor to URS, and Osler,
Hoskin & Harcourt LLP served as URS’ Canadian legal counsel.
Additional legal counsel was provided by Latham & Watkins LLP and
Cooley LLP. Credit Suisse Securities (Canada), Inc. acted as financial
advisor to Flint, and Bennett Jones LLP served as Flint’s legal
counsel. Additional U.S. legal counsel was provided to Flint by Hall,
Estill, Hardwick, Gable, Golden, & Nelson P.C. A copy of the Credit
Suisse opinion and other factors considered by the Flint Board of
Directors and other relevant background information will be included in
the management information circular that will be mailed to Flint
security holders.

Conference Call Information
URS and Flint will host a conference call on Tuesday, February 21, 2012,
at 8:00 a.m. ET to discuss the transaction. The dial-in number for
United States callers is (877) 479-8714 and the dial-in number for
participants located outside of the United States is (706) 634-5188.
The passcode for all callers is 51655009. A slide presentation and live
audio webcast of the call will be available at www.urs.com and at http://ursflint.acquisitioninformation.com. A replay of the conference call will be available beginning the
afternoon of Tuesday, February 21, 2012, and can be accessed by dialing
(855) 859-2056 from within the United States or (404) 537-3406 from
outside of the United States. The passcode for the replay is 51655009.

About URS Corporation
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 power,
infrastructure, industrial and commercial, and federal projects and
programs. Headquartered in San Francisco, URS Corporation has more
than 47,000 employees in a network of offices in more than 40 countries
(www.urs.com).

About Flint Energy Services Ltd.
Flint Energy Services Ltd. (TSX: FES) is a leading service company
providing an expanding range of integrated products and services for
the oil and gas industry including: production services; infrastructure
construction; oilfield transportation; and maintenance services. With
approximately 10,000 employees, Flint provides this unique breadth of
products and services through 80 strategic locations in the oil and gas
producing areas of Western North America, from Inuvik in the Northwest
Territories to Mission, Texas on the Mexican border. Flint is a
preferred provider of infrastructure construction management, module
fabrication, maintenance services for upgrading, and production
facilities in Alberta’s oil sands sector (www.flintenergy.com).

Forward-Looking Statements by URS

Statements contained in this press release that are not historical facts
may constitute forward-looking statements, including statements
relating to future revenue and earnings guidance, the anticipated
closing and benefits of the Flint Energy Services Ltd. Acquisition to
URS, including its future financial and earnings impact, future
economies of scale and business synergies, future book of business,
future business opportunities, expectations regarding market growth,
margin and future capital spending by the North American energy
industry, the expected closing of the acquisition, future acquisition
financing and other future business, economic and industry conditions.
Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “increasingly,” “plan,” “may,” “will,” “could,”
“should,” “believe,” “optimistic,” “confident,” “potential,” “continue”
and similar expressions are also intended to identify forward-looking
statements. URS believes that its expectations are reasonable and are
based on reasonable assumptions; however, we caution you against
relying on any of our forward-looking statements as such
forward-looking statements by their nature involve risks and
uncertainties. A variety of risks and uncertainties, including but not
limited to the following, could cause our business and financial
results, as well as the timing of events, to differ materially from
those expressed or implied in forward-looking statements: whether Flint
Energy Services Ltd. securityholders will approve the acquisition;
whether and when approval of Canadian court and other required
regulatory approvals will be obtained; whether any of the other
conditions to closing of the acquisition will be satisfied; whether
another bidder may make a superior offer for Flint Energy Services Ltd;
whether any of the anticipated benefits of the acquisition will be
realized; potential difficulties that may be encountered in integrating
the businesses, economic weakness and declines in client spending;
potential impact of reduced oil commodity prices; changes in our book
of business; our compliance with government contract procurement
regulations; employee, agent or partner misconduct; our ability to
procure government contracts; liabilities for pending and future
litigation; the potential impact of environmental issues and
liabilities; availability of bonding and insurance; our reliance on
government appropriations; unilateral termination provisions in
government contracts; our ability to make accurate estimates and
assumptions; our accounting policies; workforce utilization; our and
our partners’ ability to bid on, win, perform and renew contracts and
projects; liquidated damages; our dependence on partners,
subcontractors and suppliers; customer payment defaults; our ability to
recover on claims; impact of target and fixed priced contracts on
earnings; the inherent dangers at our project sites; impairment of our
goodwill; the impact of changes in laws and regulations; nuclear
indemnifications and insurance; a decline in defense spending; industry
competition; our ability to attract and retain key individuals;
retirement plan obligations; our leveraged position and the ability to
service our debt; restrictive covenants in our credit agreement; risks
associated with international operations; business activities in high
security risk countries; third-party software risks; natural and
man-made disaster risks; our relationships with labor unions; our
ability to protect our intellectual property rights; anti-takeover
risks and other factors discussed more fully in URS’ Form 10-Q for the
period ended September 30, 2011 as well as in other reports
subsequently filed from time to time with the United States Securities
and Exchange Commission. The forward-looking statements represent URS’
current expectations and intentions as of the date on which made and we
assume no obligation to revise or update any forward-looking
statements.

Forward-Looking Statements by Flint

This press release contains forward-looking statements and
forward-looking information within the meaning of applicable securities
laws. The use of any of the words “expect”, “anticipate”, “continue”,
“estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”,
“believe”, “plans”, “intends” and similar expressions are intended to
identify forward-looking statements or information. More particularly
and without limitation, this press release contains forward-looking
statements and information concerning: the anticipated benefits of the
Arrangement to Flint and its securityholders, the timing and
anticipated receipt of required regulatory, court, securityholder
approvals for the Arrangement; the ability of Flint and URS to satisfy
the other conditions to, and to complete, the Arrangement; and the
anticipated timing of the mailing of the information circular regarding
the Arrangement and the closing of the Arrangement.

In respect of the forward-looking statements and information concerning
the anticipated completion of the proposed Arrangement and the
anticipated timing for completion of the Arrangement, Flint has
provided such in reliance on certain assumptions that it believes are
reasonable at this time, including assumptions as to the time required
to prepare and mail Flint securityholder meeting materials, including
the required information circular; the ability of the parties to
receive, in a timely manner, the necessary regulatory, court,
securityholder and other third party approvals, including but not
limited to the Investment Canada Act approval and the ability of the
parties to satisfy, in a timely manner, the other conditions to the
closing of the Arrangement. These dates may change for a number of
reasons, including unforeseen delays in preparing meeting materials,
inability to secure necessary securityholder, regulatory, court or
other third party approvals in the time assumed or the need for
additional time to satisfy the other conditions to the completion of
the Arrangement. Accordingly, readers should not place undue reliance
on the forward-looking statements and information contained in this
press release concerning these times.

Risks and uncertainties inherent in the nature of the Arrangement
include the failure of Flint or URS to obtain necessary securityholder,
regulatory, court and other third party approvals, or to otherwise
satisfy the conditions to the Arrangement, in a timely manner, or at
all. Failure to so obtain such approvals, or the failure of Flint or
URS to otherwise satisfy the conditions to the Arrangement, may result
in the Arrangement not being completed on the proposed terms, or at
all. In addition, the failure of Flint to comply with the terms of the
Arrangement Agreement may result in Flint being required to pay a
non-completion or other fee to URS, the result of which could have a
material adverse effect on Flint’s financial position and results of
operations and its ability to fund growth prospects and current
operations.

Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on other factors that could affect
the operations or financial results of Flint are included in reports on
file with applicable securities regulatory authorities, including but
not limited to: Flint’s Annual Information Form for the year ended
December 31, 2010 and the Flint’s Notice of Annual General Meeting and
Information Circular and Proxy Statement dated March 31, 2011, each of
which may be accessed on Flint’s SEDAR profile at www.sedar.com.

The forward-looking statements and information contained in this press
release are made as of the date hereof and Flint undertakes no
obligation to update publicly or revise any forward-looking statements
or information, whether as a result of new information, future events
or otherwise, unless so required by applicable securities laws.

GAAP and IFRS Financial Measures

Flint’s historical financial statements for its fiscal year ended
December 31, 2010, were prepared in accordance with Canadian generally
accepted accounting principles and its 2011 subsequent fiscal quarters
were prepared in accordance with the International Financial Reporting
Standards 1, First time Adoption of International Financial Reporting
Standards, and with International Accounting Standard (“IAS”) 34,
Interim Financial Reporting, as issued by the International Accounting
Standards Board (“IASB”). All pro forma combined financial information
is based upon a combination of URS’ historical financial statements
prepared in accordance with United States generally accepted accounting
principles (GAAP) and Flint’s historical financial statements prepared
in accordance with IFRS. Flint has not reconciled its historical
financial statements to U.S. GAAP.

This release also contains prospective financial measures that are not
calculated in accordance with GAAP, including prospective estimated
acquisition costs, estimated amortization of intangible assets and
estimated cost synergies. Management does not believe it is able to
reconcile this information without unreasonable effort. URS’ management
believes that these U.S. non-GAAP financial measures provide meaningful
supplemental information regarding the expected benefits of the
acquisition to investors in URS.

No Offer or Solicitation

This press release is not intended to and does not constitute an offer
to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to
the acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law.

SOURCE Flint Energy Services Ltd.