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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 11-K

 

(Mark One)

 x

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended December 31, 2009

 

 

OR

 

 

 o

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the transition period from                    to                    

 

Commission file number 1-33447

 

A.    Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

AECOM TECHNOLOGY CORPORATION

RETIREMENT & SAVINGS PLAN

 

B.    Name of issuer of the securities held pursuant to the plan and the address to its principal executive office:

 

AECOM TECHNOLOGY CORPORATION

555 South Flower Street, Suite 3700

Los Angeles, California  90071

 

 

 



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SIGNATURE

 

The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN

 

 

 

 

 

 

Dated:  June 24, 2010

By:

/s/ Wesley T. Shimoda

 

 

Wesley T. Shimoda

 

 

Vice President, Tax and Assistant Treasurer
Chairman, Americas Stock and Pension Committee AECOM Technology Corporation

 



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AECOM Technology Corporation

Retirement & Savings Plan

 

Financial Statements as of

December 31, 2009 and 2008

and for the Year Ended December 31, 2009,

Supplemental Schedule as of December 31, 2009 and

Report of Independent Registered Public Accounting Firm

 



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AECOM TECHNOLOGY CORPORATION

RETIREMENT & SAVINGS PLAN

 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

1

 

 

 

FINANCIAL STATEMENTS:

 

 

 

 

 

Statements of Net Assets Available for Benefits as of December 31, 2009 and 2008

 

2

 

 

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2009

 

3

 

 

 

Notes to Financial Statements

 

4

 

 

 

SUPPLEMENTAL SCHEDULE:

 

 

 

 

 

Schedule of Assets (Held at End of Year) as of December 31, 2009

 

12

 



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Report of Independent Registered Public Accounting Firm

 

To the Participants and Administrator of the

AECOM Technology Corporation Retirement & Savings Plan

 

We have audited the accompanying statements of net assets available for benefits of AECOM Technology Corporation Retirement & Savings Plan (the “Plan”) as of December 31, 2009 and 2008, and the related statement of changes in net assets available for benefits for the year ended December 31, 2009.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2009 and 2008, and the changes in its net assets available for benefits for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

 

Our audits were performed for the purpose of forming an opinion on the basic 2009 financial statements taken as a whole.  The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2009 is presented for purposes of additional analysis and is not a required part of the basic 2009 financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  This supplemental schedule is the responsibility of the Plan’s management.  The supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic 2009 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2009 financial statements taken as a whole.

 

 

/s/ J.H. Cohn LLP

 

 

 

 

 

San Diego, California

 

June 24, 2010

 

 

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AECOM TECHNOLOGY CORPORATION

RETIREMENT & SAVINGS PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2009 AND 2008

 

 

 

2009

 

2008

 

 

 

 

 

 

 

ASSETS:

 

 

 

 

 

Investments—at fair value (Notes B, C, D and E)

 

$

1,342,258,699

 

$

1,181,154,568

 

Loans to participants (Note A)

 

12,422,641

 

11,584,763

 

 

 

 

 

 

 

Total investments

 

1,354,681,340

 

1,192,739,331

 

 

 

 

 

 

 

Receivables:

 

 

 

 

 

Employer contributions

 

 

19,098

 

Employee contributions

 

 

20,993

 

Accrued income

 

196,914

 

422,212

 

 

 

 

 

 

 

Total receivables

 

196,914

 

462,303

 

 

 

 

 

 

 

Total assets

 

1,354,878,254

 

1,193,201,634

 

 

 

 

 

 

 

LIABILITIES—Accrued expenses (Note B)

 

118,112

 

208,698

 

 

 

 

 

 

 

Net Assets Available for Benefits - at fair value

 

1,354,760,142

 

1,192,992,936

 

 

 

 

 

 

 

Adjustment from fair value to contract value for interest in collective trust relating to fully benefit-responsive investment contracts

 

966,817

 

3,166,930

 

 

 

 

 

 

 

Net Assets Available for Benefits

 

$

1,355,726,959

 

$

1,196,159,866

 

 

See notes to financial statements.

 

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AECOM TECHNOLOGY CORPORATION

RETIREMENT & SAVINGS PLAN

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEAR ENDED DECEMBER 31, 2009

 

ADDITIONS:

 

 

 

INVESTMENT INCOME (Note C)

 

 

 

Net appreciation in fair value of investments

 

$

139,884,652

 

Interest and dividends

 

14,782,743

 

Net investment income

 

154,667,395

 

 

 

 

 

CONTRIBUTIONS (Note A):

 

 

 

Employer

 

21,950,370

 

Employee

 

90,907,074

 

Total contributions

 

112,857,444

 

 

 

 

 

Total additions

 

267,524,839

 

 

 

 

 

DEDUCTIONS:

 

 

 

Benefits paid to participants (Notes A and F)

 

(117,225,742

)

Administrative expenses (Note B)

 

(320,573

)

 

 

 

 

Total deductions

 

(117,546,315

)

 

 

 

 

NET INCREASE PRIOR TO TRANSFERS

 

149,978,524

 

 

 

 

 

TRANSFERS IN (Note A)

 

10,611,264

 

 

 

 

 

TRANSFERS OUT (Note A)

 

(1,022,695

)

 

 

 

 

NET INCREASE

 

159,567,093

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS:

 

 

 

Beginning of year

 

1,196,159,866

 

 

 

 

 

End of year

 

$

1,355,726,959

 

 

See notes to financial statements.

 

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AECOM TECHNOLOGY CORPORATION

RETIREMENT & SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2009

 

A.       DESCRIPTION OF THE PLAN

 

The following brief description of the AECOM Technology Corporation Retirement & Savings Plan (the “Plan”) is provided for general information purposes only.  Participants should refer to the Plan agreement for more complete information.

 

General — The Plan is a defined contribution plan that was established to provide benefits to eligible employees of AECOM Technology Corporation (“AECOM” or the “Company”) and various subsidiaries meeting certain age and employment requirements.  The Plan is administered by the Americas Stock and Pension Committee appointed by the AECOM Board of Directors.  The Plan is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.

 

Eligibility — Employees become eligible to participate in the Plan on the first day following completion of 30 days of service.  If the employee decides not to participate when they are first eligible, they may begin participating anytime, provided they are an eligible employee of the Company on that date.  “Eligible employee” shall mean a person who is an employee of the Company working 20 hours or more, excluding (i) any leased employee described in Section 414(n) of the Internal Revenue Code (the “Code”), (ii) any Employee who is included in a unit of employees covered by a collective bargaining agreement between employee representatives and the Company unless such bargaining agreement specifically provides otherwise, (iii) any Employee who is compensated on an hourly rate or other rate basis if such Employee is not included in a designated eligible payroll classification code so designated by the Company, and (iv) any person who is a non-resident alien who receives no earned income (within the meaning of Code Section 911(b)) from sources within the United States.

 

Plan Components — The Plan is intended to qualify as a defined contribution plan (and an eligible individual account plan, as defined in Section 407(d)(3) of ERISA) which is qualified and exempt from taxation under Section 401(a) and 501(a) of the Code and is intended to qualify as a profit sharing plan which may, but need not, invest up to 100% in shares of stock of the Company which meet the requirements for “qualifying employer securities” under Section 407(d)(5) of ERISA.  Assets of the Plan, except for AECOM preferred shares, are held by Fidelity Management Trust Company (the “Trustee”), and assets comprising of AECOM preferred shares are held by Evercore LP, a subsidiary of Evercore Partners Inc. (the “Trustee”).

 

Each participant is entitled to exercise voting rights attributable to the Company shares allocated to his or her account and is notified by the Trustee prior to the time that such rights are to be exercised.  The Trustee, at its discretion, is permitted to vote for any share for which instructions have not been given by a participant, and any unallocated shares.

 

Employee Contributions:

 

After-Tax Contributions — Participants may elect to make after-tax contributions in percentages from 0.5% to 31% of compensation.

 

Tax-Deferred Contributions — Participants may elect to make tax-deferred contributions in percentages from 0.5% to 31% of compensation limited to a maximum annual amount specified by the Code ($16,500 in 2009).

 

Roth Contributions — Participants may elect to make Roth contributions in percentages from 0.5% to 31% of compensation.

 

The total of all participant contributions is limited to 31% of employee compensation.

 

Catch Up Contributions — Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions (limited to $5,500 in 2009).  Participants may also contribute amounts representing rollovers from other qualified plans.

 

Participant Accounts — An account is maintained for each participant, which is credited with the participant’s contributions and rollovers, the Company match, and allocations of the earnings, and charged with allocations of Plan losses and administrative expenses.  Allocations are based on participant earnings or account balances, as defined.

 

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AECOM TECHNOLOGY CORPORATION

RETIREMENT & SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2009

 

A.       DESCRIPTION OF THE PLAN (Concluded)

 

Employer Contributions — The participants’ pre-tax, Roth, and after-tax contributions made to the Plan up to 6% of eligible compensation are matched 50% by the Company.  The Company’s match is allocated 50% to the participant’s selected investment allocations and 50% to Company common stock.  A discretionary supplemental matching contribution of 10% is provided to non-highly compensated employees for all contributions in excess of 6% if the participant chose to invest the contributions in Company common stock.

 

Vesting — Participants’ contributions and rollovers, and the earnings thereon, are at all times vested in such participants’ accounts.  A participant is 100% vested in any Company matching contributions after three years of credited service (0% up to three years) or upon attaining age 65, becoming disabled or deceased while employed at the Company.  Vesting of Company contributions and earnings thereon are based on years of continuous service.  At the time of termination, any unvested employer contributions are applied to a forfeiture account within the Plan.  These unvested forfeited Company contributions are accumulated in the forfeiture account and are available to reduce subsequent Company contributions.  The balance in the forfeiture account was $462,817 and $2,427,959 at December 31, 2009 and 2008, respectively.  $2,668,495 of forfeited amounts were applied to the Company’s contributions for the year ended December 31, 2009.

 

Loans to Participants — Active participants may obtain loans from the Plan with the consent of the Plan administrator.  The minimum loan amount permitted is $1,000; the maximum is the lesser of $50,000 or 50% of the participant’s vested account balance.  The interest rates are no less than 1% over the prime rate as provided by Fidelity Investments.  The repayment period of such loans cannot exceed five years, unless the proceeds are used to buy the participant’s principal residence, in which case longer terms, up to 20 years, are allowed.  These loans are secured by a promissory note from the participant and his or her vested interest in the Plan.  A loan in default becomes a distribution and is considered a taxable event subject to all taxes and penalties applicable to such distributions.

 

Distributions — No distributions are made until a participant terminates employment, becomes disabled, dies, or turns age 59-1/2 (in the event of death, payment shall be made to his or her beneficiary or, if none, to his or her legal representatives).  Distributions are made in one single lump-sum in-kind distribution.  Annuity distribution options for members of certain acquired companies, provided in previously merged plans, were grandfathered as a protected benefit.  Certified hardship withdrawals are permitted on vested amounts, except on AECOM preferred stock, for certain substantiated financial reasons.  If the participant takes a hardship withdrawal, the participant will be suspended from making further contributions to the Plan for a six-month period.

 

Transfers:

 

Transfers In:

On December 9, 2009, assets in the amount of $10,611,264, related to the participants’ accounts of the employees of a company acquired by AECOM, Lim & Nascimento Engineering Corporation, were transferred to the Plan from their previous 401(k) plan.

 

Transfers Out:

Transfers out of the Plan primarily related to a transfer of assets on March 12, 2009 in the amount of $1,004,474 from participants’ accounts of certain AECOM employees to the AECOM Technology Corporation Contract Employee 401(k) Plan due to a change in their eligibility.

 

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AECOM TECHNOLOGY CORPORATION

RETIREMENT & SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2009

 

B.       SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

 

As described in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 962-325, “Plan Accounting — Defined Contribution Pension Plans, Investments-Other (ASC 962-325), investment contracts held by a defined-contribution plan are required to be reported at fair value.  However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.  The Plan invests in investment contracts through collective trusts.  As required by ASC 962-325, the Statement of Net Assets Available for Benefits presents the fair value of the investment in the collective trusts as well as the adjustment of the investment in the collective trusts from fair value to contract value relating to the investment contracts.  The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

 

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

 

Investments Valuation and Income Recognition — Investments held by the Plan are stated at fair value.  Fair value of AECOM common stock is based on publicly quoted market prices.  Fair value of mutual funds is based on quoted market prices.  Investments in common/collective trusts are stated at net asset value of the applicable fund as determined by Fidelity Investments, a related entity to Fidelity Management Trust Company, by reference to the market prices of fund portfolios.  Loans to participants are valued at the outstanding loan balances and temporary investments are carried at cost, which approximates fair value.  The cost of investments sold or distributed is determined on the basis of average cost for each participant.  Purchases and sales of securities are reflected on the trade date.  Dividends are recorded on the ex-dividend date.  Dividend rates on preferred stock of AECOM are determined annually by an internal appraiser and dividends are recorded when earned.  Interest income is recorded as earned.  Net appreciation or depreciation in fair value of investments includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

 

Payment of Benefits — Benefits are recorded when paid.

 

Administrative Expenses — Certain fees for trustee and other services are paid by AECOM.  The Trustee provides an allowance of $250,000 per calendar year that is used to reimburse the Plan for fees from the Trustee and other services.  Any remaining amounts held in this allowance can not be allocated to the Plan nor is the Plan charged for administrative expenses incurred or performed on its behalf by AECOM.

 

Fair Value Measurements — The Plan’s investments, which are stated at fair value, are disclosed in accordance with the established framework and disclosure requirements described in the FASB ASC No. 820-10, “Fair Value Measurements and Disclosures” (ASC 820-10), which defines fair value, establishes a framework for measuring fair value under current accounting pronouncements that require or permit fair value measurement and enhances disclosures about fair value measurements.  ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction value hierarchy which requires an entity to maximize the use of observable inputs when measuring fair value.

 

The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1 — Inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date;

 

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AECOM TECHNOLOGY CORPORATION

RETIREMENT & SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2009

 

B.       SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Level 2 — Inputs to the valuation methodology include:

·    quoted prices for similar assets or liabilities in active markets;

·    quoted prices for identical or similar assets or liabilities in inactive markets;

·    inputs other than quoted prices that are observable for the asset or liability;

·    inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3 — Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability and the reporting entity makes estimates and assumptions related to the pricing of the asset or liability including assumptions regarding risk.

 

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

 

The following is a description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

 

AECOM Technology Corporation common stock

 

AECOM common stock is valued at the closing price reported on the New York Stock Exchange (“NYSE”) Composite Listing and is classified within level 1 of the valuation hierarchy.

 

AECOM Technology Corporation preferred stock

 

AECOM preferred stock value is based on an AECOM internally prepared comparison analysis of AECOM with other companies issuing comparable high grade preferred stock.  Comparable companies were chosen based on S&P rating, market capitalization, and company structure.  AECOM preferred stock is valued at AECOM’s liquidation preference value of $100 per share and is classified within level 3 of the valuation hierarchy.

 

Mutual Funds

 

A mutual fund is an investment company registered under the Investment Company Act of 1940 that pools the capital of many investors and invests it in stocks, bonds, short-term money market instruments, and/or other securities.  These investments are public investment vehicles valued using the Net Asset Value (“NAV”) provided by the administrator of the fund.  The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding.  The NAV is a quoted price in an active market and classified within level 1 of the valuation hierarchy.

 

Loans to Participants

 

Loans to the plan participants are valued at cost plus accrued interest, which approximates fair value and are classified within level 3 of the valuation hierarchy.

 

Collective Investment Trusts

 

A collective investment trust is a trust for the collective investment and reinvestment of assets contributed from employee benefit plans maintained by more than one plan.  These investments are public investment vehicles valued using the NAV provided by the administrator of the collective trust.  The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding.  The NAV is classified within level 2 of the valuation hierarchy because the NAV’s unit price is quoted on a private market that is not active; however, the unit price is based on underlying investments which are traded on an active market.

 

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AECOM TECHNOLOGY CORPORATION

RETIREMENT & SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2009

 

B.       SIGNIFICANT ACCOUNTING POLICIES (Concluded)

 

Money Market Funds

 

These investments are public investment vehicles valued using $1 for the NAV and are available in active markets.  The money market funds are classified within level 1 of the valuation hierarchy.

 

Common Stocks

 

Common stocks are valued at the closing price reported on active markets and are classified within level 1 of the valuation hierarchy.

 

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  Furthermore, although Plan management believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

Subsequent Events — The Plan has evaluated subsequent events through the date the financial statements were available to be issued.

 

Recently Issued Accounting Pronouncements — In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements” (ASU 2010-06).  ASU 2010-06 amended certain provisions of ASC 820-10 by requiring additional disclosures for transfers in and out of level 1 and level 2 fair value measurements, as well as requiring fair value measurement disclosures for each class of assets and liabilities in addition to providing disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements that fall in either level 2 or level 3.  In addition, these provisions will require the Plan to present separately information on all purchases, sales, issuances, and settlements of financial instruments valued using significant unobservable inputs (level 3) in the reconciliation for fair value measurements.  The new disclosures and clarifications of existing disclosures are effective for the Plan in its fiscal year beginning January 1, 2010, except for the disclosures about purchases, sales, issuances, and settlements in the rollforward activity in level 3 fair value measurements.  Those disclosures are effective for the Plan in its fiscal year beginning January 1, 2011.  The Plan is currently evaluating the potential impact of the provisions of ASU 2010-06 on its financial statements.

 

C.       INVESTMENTS

 

The Plan’s investments that represented 5% or more of the Plan’s net assets available for benefits as of December 31, 2009 and 2008 are as follows:

 

 

 

2009

 

2008

 

 

 

 

 

 

 

*AECOM Technology Corporation Common Stock

 

$

359,516,984

 

$

430,507,723

 

Fidelity Growth Company Fund

 

107,280,044

 

74,282,834

 

Fidelity Retirement Government Money Market

 

92,921,883

 

110,914,502

 

Fidelity Balanced Fund

 

86,755,900

 

66,491,707

 

Fidelity Blended Stable Value Fund

 

76,759,430

 

77,276,535

 

 


*Portion of investments are non-participant directed.

 

During the year ended December 31, 2009, the Plan’s appreciation in fair value of investments was as follows:

 

Net realized gains

 

$

11,474,819

 

Net unrealized gains

 

128,409,833

 

Net appreciation in fair value of investments

 

$

139,884,652

 

 

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AECOM TECHNOLOGY CORPORATION

RETIREMENT & SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2009

 

C.                      INVESTMENTS (Concluded)

 

During the year ended December 31, 2009, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value, as follows:

 

AECOM common stock

 

$

(41,168,619

)

Collective investment trusts

 

16,641,171

 

Common stocks

 

3,811,114

 

Mutual funds

 

160,600,986

 

 

 

 

 

Net appreciation in fair value of investments

 

$

139,884,652

 

 

D.                      FAIR VALUE MEASUREMENTS

 

Below are the Plan’s assets carried at fair value on a recurring basis by the ASC 820-10 fair value hierarchy levels described in Note B.

 

 

 

As of December 31, 2009

 

 

 

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

 

Significant
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total
Fair Value

 

Assets:

 

 

 

 

 

 

 

 

 

Mutual funds

 

$

723,077,156

 

$

 

$

 

$

723,077,156

 

AECOM common stock

 

359,516,984

 

 

 

359,516,984

 

Collective investment trusts

 

 

142,519,594

 

 

142,519,594

 

Money market funds

 

101,328,349

 

 

 

101,328,349

 

Common stocks

 

13,572,830

 

 

 

13,572,830

 

AECOM preferred stock

 

 

 

2,243,786

 

2,243,786

 

Loans to participants

 

 

 

12,422,641

 

12,422,641

 

Totals

 

$

1,197,495,319

 

$

142,519,594

 

$

14,666,427

 

$

1,354,681,340

 

 

The table below sets forth a summary of changes in the fair value of the Plan’s level 3 investment assets and liabilities for the year ended December 31, 2009:

 

 

 

Year ended December 31, 2009

 

 

 

Balance
Beginning of
Year

 

Realized
Gains
(Losses)

 

Unrealized
Gains
(Losses)

 

Purchases.
Sales, Issuances,
and Settlements,
(net)

 

Balance
End of
Year

 

 

 

 

 

 

 

 

 

 

 

 

 

AECOM preferred stock

 

$

2,297,678

 

$

 

$

 

$

(53,892

)

$

2,243,786

 

Loans to participants

 

11,584,763

 

 

 

837,878

 

12,422,641

 

Totals

 

$

13,882,441

 

$

 

$

 

$

783,986

 

$

14,666,427

 

 

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Table of Contents

 

AECOM TECHNOLOGY CORPORATION

RETIREMENT & SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2009

 

D.                      FAIR VALUE MEASUREMENTS (Concluded)

 

 

 

As of December 31, 2008

 

 

 

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

 

Significant
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total
Fair Value

 

Assets:

 

 

 

 

 

 

 

 

 

Mutual funds

 

$

495,399,136

 

$

 

$

 

$

495,399,136

 

AECOM common stock

 

430,507,723

 

 

 

430,507,723

 

Collective investment trusts

 

 

129,372,890

 

 

129,372,890

 

Money market funds

 

116,731,415

 

 

 

116,731,415

 

Common stocks

 

6,845,726

 

 

 

6,845,726

 

AECOM preferred stock

 

 

 

2,297,678

 

2,297,678

 

Loans to participants

 

 

 

11,584,763

 

11,584,763

 

Totals

 

$

1,049,484,000

 

$

129,372,890

 

$

13,882,441

 

$

1,192,739,331

 

 

The table below sets forth a summary of changes in the fair value of the Plan’s level 3 investment assets and liabilities for the year ended December 31, 2008:

 

 

 

Year ended December 31, 2008

 

 

 

Balance
Beginning of Year

 

Realized
Gains (Losses)

 

Unrealized
Gains (Losses)

 

Purchases, Sales,
Issuances, and
Settlements, (net)

 

Balance
End of Year

 

 

 

 

 

 

 

 

 

 

 

 

 

AECOM preferred stock

 

$

4,008,820

 

$

 

$

 

$

(1,711,142

)

$

2,297,678

 

Loans to participants

 

7,159,733

 

 

 

4,425,030

 

11,584,763

 

Totals

 

$

11,168,553

 

$

 

$

 

$

2,713,888

 

$

13,882,441

 

 

E.                        NONPARTICIPANT-DIRECTED INVESTMENTS

 

A portion of the investments in AECOM common and preferred stock is nonparticipant directed.  Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows as of December 31, 2009 and 2008 and for the year ended December 31, 2009:

 

 

 

2009

 

2008

 

 

 

 

 

 

 

Net assets—AECOM common stock

 

$

85,314,631

 

$

111,087,157

 

Net assets—AECOM preferred stock

 

112,699

 

116,479

 

 

 

$

 85,427,330

 

$

111,203,636

 

 

 

 

 

 

 

Changes in net assets:

 

 

 

 

 

Net depreciation in fair value of investments

 

$

(10,920,300

)

 

 

Employer contributions

 

382,650

 

 

 

Interest and dividends

 

64,280

 

 

 

Administrative expenses

 

(5,755

)

 

 

Net transfers out to other Plan investments

 

(4,859,744

)

 

 

Benefits paid to participants

 

(10,437,437

)

 

 

Net change

 

(25,776,306

)

 

 

 

 

 

 

 

 

Net assets of nonparticipant-directed investments—beginning of year

 

111,203,636

 

 

 

 

 

 

 

 

 

Net assets of nonparticipant-directed investments—end of year

 

$

85,427,330

 

 

 

 

10



Table of Contents

 

AECOM TECHNOLOGY CORPORATION

RETIREMENT & SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2009

 

F.                        BENEFITS PAYABLE

 

Net assets available for benefits at December 31, 2009 and 2008 include $1,575,218 and $2,047,866, respectively, for participants who have withdrawn from the Plan and have requested distribution of benefits, but have not yet been paid.

 

G.                      RELATED PARTY TRANSACTIONS

 

Certain Plan investments are shares of common and preferred stock of AECOM.  AECOM is the Plan sponsor as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.  The Plan also holds mutual funds and temporary investments managed by Evercore LP and Fidelity Management Trust Company, and their affiliates, and these transactions also qualify as party-in-interest transactions.

 

H.                      PLAN TERMINATION

 

Although it has not expressed any intent to do so, AECOM has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.  In the event of the Plan’s termination, participants will become 100% vested in their accounts.

 

I.                           TAX STATUS

 

The Internal Revenue Service has determined and informed the Company by letter dated March 25, 2009, that the Plan and related trust are designed in accordance with applicable sections of the Code.  The Plan has been amended since receiving the determination letter.  However, the Plan administrator and the Plan’s tax counsel believe that the plan is designed and is currently being operated in compliance with the applicable requirements of the Code.

 

J.                        RISKS AND UNCERTAINTIES

 

The Plan invests in various investment securities.  Investment securities are exposed to various risks such as interest rate, market and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the value of investment securities will occur in the near term, and that such change could materially affect participant’s account balances and the amounts reported in the financial statements.  The Plan’s exposure to a concentration of risk is limited by the diversification of investments across various participant-directed investment options.  Additionally, the investments within each participant-directed investment option are further diversified into varied financial instruments, with the exception of the AECOM common stock, which is a single security.

 

K.                      SUBSEQUENT EVENTS

 

On May 10, 2010, the Americas Stock and Pension Committee approved the change in the Plan’s Trustee and Recordkeeper of the Plan’s Assets, except for AECOM preferred shares, from Fidelity Management Trust Company to Bank of America Merrill Lynch.

 

11



Table of Contents

 

AECOM TECHNOLOGY CORPORATION

RETIREMENT & SAVINGS PLAN

 

EIN#: 61-611088522

PLAN#: 055

FORM 5500, SCHEDULE H, PART IV, LINE 4i

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

DECEMBER 31, 2009

 

 

 

 

 

(c)

 

 

 

 

 

 

 

(b)

 

Description of Investment,

 

 

 

 

 

 

 

Identity of Issue,

 

Including Maturity Date,

 

 

 

 

 

 

 

Borrower, Lessor,

 

Rate of Interest, Collateral,

 

(d)

 

(e)

 

(a)

 

or Similar Party

 

Par or Maturity Value

 

Cost

 

Current Value

 

 

 

 

 

 

 

 

 

 

 

*

 

AECOM Technology Corporation***

 

Common Stock - 13,073,172 shares

 

$

172,084,523

 

$

359,516,984

 

*

 

AECOM Technology Corporation***

 

Preferred Stock - 22,438 shares

 

2,243,784

 

2,243,786

 

*

 

Fidelity Investments

 

Growth Company Fund

 

**

 

107,280,044

 

*

 

Fidelity Investments

 

Retirement Government Money Market

 

**

 

92,921,883

 

*

 

Fidelity Investments

 

Balanced Fund

 

**

 

86,755,900

 

*

 

Fidelity Investments

 

Retirement Benchmark

 

**

 

15,683,530

 

*

 

Fidelity Investments

 

Spartan 500 Index - Investor Class

 

**

 

54,831,330

 

*

 

Fidelity Investments

 

Spartan Extended Market Index Fund

 

**

 

2,152,067

 

*

 

Fidelity Investments

 

Real Estate Investment Fund

 

**

 

17,011,368

 

*

 

Fidelity Investments

 

Freedom Income

 

**

 

6,111,824

 

*

 

Fidelity Investments

 

Freedom 2010

 

**

 

18,766,012

 

*

 

Fidelity Investments

 

Freedom 2015

 

**

 

6,883,843

 

*

 

Fidelity Investments

 

Freedom 2020

 

**

 

34,957,483

 

*

 

Fidelity Investments

 

Freedom 2030

 

**

 

28,538,384

 

*

 

Fidelity Investments

 

Freedom 2040

 

**

 

14,951,866

 

*

 

Fidelity Investments

 

Freedom 2050

 

**

 

1,912,515

 

*

 

Fidelity Investments

 

Fidelity Low-Priced Stock Fund

 

**

 

40,883,547

 

 

 

Baron

 

Growth Fund

 

**

 

32,177,992

 

 

 

Vanguard

 

Explorer Fund Admiral Shares

 

**

 

9,673,243

 

 

 

Vanguard

 

PRIMCAP Core Fund

 

**

 

16,171,386

 

 

 

American Funds

 

EuroPacific Growth Fund Class R4

 

**

 

61,211,411

 

 

 

Dodge & Cox

 

International Stock

 

**

 

40,823,907

 

 

 

Harbor Funds

 

Small Cap Value Instl

 

**

 

9,882,661

 

 

 

Neuberger Berman

 

Socially Responsive Fund Investor

 

**

 

5,886,072

 

 

 

Oakmark

 

Fund I

 

**

 

37,590,251

 

 

 

Prudential

 

Jennison Small Company Fund Z

 

**

 

4,492,840

 

 

 

Morgan Stanley

 

Global Real Estate Fund Class I Shares

 

**

 

1,196,684

 

 

 

PIMCO

 

Total Return Fund Institutional Class

 

**

 

57,679,533

 

*

 

Fidelity Investments

 

Brokeragelink

 

**

 

29,960,358

 

*

 

Fidelity Investments

 

Cash

 

**

 

1,590,401

 

*

 

Fidelity Investments

 

Blended Stable Value Fund

 

**

 

77,726,247

 

*

 

Fidelity Investments

 

Pyramis Large Cap Core Commingled Pool Class F

 

**

 

65,760,164

 

*

 

Loans to paticipants

 

Loans to participants with maturities ranging from 2010 to 2029 and interest rates ranging from 3.25% to 10.5%

 

**

 

12,422,641

 

 

 

Total investments

 

 

 

 

 

$

1,355,648,157

 

 


*

 

Party-in-interest

**

 

Cost information not required for participant directed investments

***

 

A portion of this investment is non-participant directed

 

 

 

 

 

See Report of Independent Registered Public Accounting Firm.

 

12