Current CH2M stock price:
50.69 per share
(Effective March 6, 2017)

Transition to Computershare

Download a printable PDF version of this FAQ.

1) Whom should I contact if I have questions about CH2M stock and/or CH2M equity plans?
2) Why is CH2M making this change?
3) I need to update my contact information. Whom should I contact?
4) Where can I get a copy of my historical sales detail or Employee Ownership portfolio reflecting my account prior to the Computershare conversion?
5) I’m used to viewing the Employee Ownership portfolio view. Can I see the same information in Computershare’s system?
6) How do I log into my Computershare account?
7) How do I buy direct in an internal market trade?
8) How do I submit a sell request for my directly held shares?
9) How do I set up my banking information with Computershare for internal market sale proceeds, and what’s the deadline for getting it added?
10) What fees do I pay when I sell my directly held stock in an internal market trade?
11) How do I certify with Computershare so I can initiate a stock transaction and not be subject to back-up tax withholding, and what’s the deadline for doing it?
12) Whom should I contact if I need my Form 1099-B for the February 2017 trade, trades from 2016 or trades from previous years?
13) I am not participating in PDSPP or the ownership program. Why did I get a communication?
14) Do I need to re-enroll in PDSPP, or was my enrollment converted to Computershare?
15) Were all my uninvested PDSPP contributions since the last quarterly trade sent to Computershare?
16) Can I request a refund of my uninvested PDSPP contributions at any time through the Computershare website?
17) How do I enroll, change or stop my PDSPP deduction?
18) Whom should I contact if I need a copy of my 2016 Form 3922 or one from a previous year?
19) How do I exercise my stock options?
20) I recently received an Annual Performance Grant (APG) Stock Option/SAR award, Restricted Stock Unit or Performance Stock Unit award. How do I acknowledge these grants?
21) Where can I get a copy of confirmations of stock option exercises or SAR/phantom stock redemptions that were processed prior to the Computershare transition?
22) What fees are associated with my stock option exercise transaction?
23) How do I redeem my phantom stock and/or Stock Appreciation Rights (SARs)?
24) What fees are associated with my phantom stock/SAR redemption?

1) Whom should I contact if I have questions about CH2M stock and/or CH2M equity plans?

If you have questions about CH2M directly held stock, stock options, restricted stock, phantom stock/SARs and quarterly internal market trades please contact Computershare toll-free at 1.844.549.2426 (CH2M) or international at 1.781.575.3087. You may view your account at Computershare at www.computershare.com/ch2m, or access the site with the ease of single sign-on from the Virtual Office under About Us │ Employee Ownership.

If you need assistance with your CH2M stock held in your 401(k) account, please contact Fidelity Investments at 1.800.835.5098 or via its website at www.401k.com.

If you need assistance with CH2M stock held in your Deferred Compensation Plan (DCP) account, please contact Newport’s Participant Service Center at 1.800.230.3950. For questions about CH2M stock that has already been distributed from your DCP account and has become directly held stock, please contact Computershare.

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2) Why is CH2M making this change?

CH2M has appointed Computershare Plan Managers to manage our internal market processing, certain equity plan administration functions and transfer agent responsibilities. One of the primary benefits to stockholders, especially former employees of CH2M, is the ease of access to your stock portfolio from multiple web browsers. Computershare also offers world-class customer service and proprietary shareholder recordkeeping systems.

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3) I need to update my contact information. Whom should I contact?

If you’re an active CH2M employee, please ensure your contact information is current with the company as the information is updated daily in Computershare’s system.

If you’re no longer an active employee please contact Computershare toll-free at 1.844.549.2426 (CH2M) or international at 1.781.575.3087 and a customer service representative can assist you with updating your information.

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4) Where can I get a copy of my historical sales detail or Employee Ownership portfolio reflecting my account prior to the Computershare conversion?

As a courtesy CH2M is mailing all stockholders a copy of their Employee Ownership portfolio and their historical sales detail report (if applicable) after the conversion. Please keep the information for your records, and look for it to come via U.S. Postal Service.

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5) I’m used to viewing the Employee Ownership portfolio view. Can I see the same information in Computershare’s system?

Yes. You may view your account at Computershare at www.computershare.com/ch2m, or access the site with the ease of single sign-on from the Virtual Office under About Us │ Employee Ownership. Once you’re on the “My Holdings” screen, select the “View Account” button next to “Equity Holdings,” “PDSPP Shares” or “Employee Grants and Awards.” Equity Holdings reflects all your direct shares you hold that weren’t acquired via PDSPP. PDSPP Shares reflects all your shares you acquired via PDSPP. Employee Grants and Awards reflects all your equity compensation grants, including some history. It shows stock options, restricted stock awards, restricted stock units, performance stock units, phantom stock and SAR grants, as applicable.

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6) How do I log into my Computershare account?

If you’re an active CH2M employee, you can sign in by using single sign-on and clicking the link to Computershare on the Employee Ownership landing page, which you can find on the Virtual Office under About Us ǀ Employee Ownership.

If you’re trying to access Computershare from outside of CH2M’s network or are no longer an active employee, you’ll need both your Global Employee Number (GEN) and your unique PIN to access Computershare’s site on the Internet at www.computershare.com/ch2m. If you’re an active CH2M employee, you’ll receive two emails at your CH2M.com email address from Computershare. The first email includes your CH2M GEN, and the second email has your unique PIN. If you’re no longer an active employee and we no longer have a valid email address on file, you will receive letters mailed to your address of record with your GEN and your unique PIN.

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7) How do I buy direct in an internal market trade?

During any quarterly trading period, visit www.ch2minternalmarket.com, and follow the instructions on the website. You won’t need log-in credentials to download the purchase request form, which must be completed in full and sent to Computershare along with the applicable funds so it’s received no later than 5 p.m. MT on the trade cut-off date.

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8) How do I submit a sell request for my directly held shares?

During any quarterly trading period, visit www.ch2minternalmarket.com, and follow the instructions on the website. To sell shares, you’ll need both your Computershare account number and a unique control number, which Computershare will send to you at the beginning of each quarterly trading period. If you have an email address on file with Computershare, the control number will be sent to you electronically via email. If you don’t, the control number will be sent to you via postal mail. A new, unique control number will be issued to you at the beginning of each quarterly trading period. Sale requests may only be completed online through the Computershare website and cannot be taken over the phone or in writing.

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9) How do I set up my banking information with Computershare for internal market sale proceeds, and what’s the deadline for getting it added?

Please note that any banking information you had on file with NTB did not transfer to Computershare. If you would like to set up direct deposit with Computershare, access your Computershare account at www.computershare.com/ch2m, or access the site with the ease of single sign-on from the Virtual Office under About Us │ Employee Ownership. Once you’re on the “My Holdings” screen, select the “View Account” button next to “Equity Holdings” or “PDSPP Shares.” Once you’re in your account, select “My Profile” on the right-hand side of the screen, then select the “Update” button under “Banking Details” and follow the instructions.

If you’re selling in a quarterly trade, your banking instructions must be on file with Computershare one week prior to the date the quarterly trading period opens. If it’s not provided by that date your sale proceeds will be sent to you via a $USD check mailed to your address on file with Computershare.

If your banking information is on file before the required timeframe, the sale website allows you to have your proceeds disbursed via those banking instructions, or you can choose to have them sent to you via a $USD check or a non-U.S currency draft mailed to your address on file with Computershare on the trade date.

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10) What fees do I pay when I sell my directly held stock in an internal market trade?

You pay Computershare a $25.35 sales transaction fee, plus a $0.06 per share fee when you sell directly held stock in an internal market trade.

There’s no charge to receive your sale proceeds via US$ check or ACH; however, if you elect to receive your proceeds in the form of a non-US$ draft check, a fee of $25.00 applies. And if you elect to receive your proceeds in the form of a US$ or non-US$ wire, a fee of $35.00 applies.

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11) How do I certify with Computershare so I can initiate a stock transaction and not be subject to back-up tax withholding, and what’s the deadline for doing it?

To certify your taxpayer identification number (Social Security number in the U.S.) access your Computershare account at www.computershare.com/ch2m, or access the site with the ease of single sign-on from the Virtual Office under About Us │ Employee Ownership. Once you’re on the “My Holdings” screen, select the “View Account” button next to “Equity Holdings” or “PDSPP Shares.”

If your account isn’t certified, you will be taken to a screen to certify your account online. Follow the instructions provided to submit your certification. Alternatively, once you’re in your Equity Holdings or PDSPP Shares account, you can select “My Profile” on the right-hand side of the screen, then select “Update” under “Tax Certification” and follow the instructions.

Please note if you’re accessing your account at www.computershare.com/ch2m you’ll need to use your PIN/Password that you used to access your account to complete the certification process. If you’re accessing the site from the Virtual Office under About Us │ Employee Ownership you’ll need to enter your date of birth (mmddyyyy) to complete the certification process. If you see “Update other Accounts in Portfolio,” please make sure you click on “Select All” so all your Computershare accounts are certified automatically.

If you’re selling in a quarterly trade you must certify your account prior to the trade cut-off date to ensure your sale proceeds aren’t subject to back-up tax withholding.

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12) Whom should I contact if I need my Form 1099-B for the February 2017 trade, trades from 2016 or trades from previous years?

If you need a copy of your 1099-B for 2016 or for previous years please contact Neidiger, Tucker, Bruner, Inc. (NTB) at ch2mbranch@ntbinc.com or at 303.825.1825. Please ask for Marguerite Powers or Gina Roesener. Please note NTB will send out Forms 1099-B for the Feb. 10, 2017, trade in early 2018. Please make sure you keep your address current with NTB so you receive your tax form.

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13) I am not participating in PDSPP or the ownership program. Why did I get a communication?

We sent information to every PDSPP-eligible employee. In the event you decide to participate you will have the information you need to access Computershare’s website and enroll in the program.

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14) Do I need to re-enroll in PDSPP, or was my enrollment converted to Computershare?

If you were enrolled in PDSPP as of March 16, your enrollment information was provided to Computershare and is reflected in its system. Please see the FAQ below titled, “How do I enroll, change or stop my PDSPP deduction”? for further information on accessing this information in Computershare’s system.

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15) Were all my uninvested PDSPP contributions since the last quarterly trade sent to Computershare?

Yes. Any uninvested PDSPP contributions that weren’t in the process of being refunded have been sent to Computershare and are visible in your “My Holdings” screen. If you don’t currently have any PDSPP shares, select the “Enroll/Amend” button next to “PDSPP Shares,” and follow the instructions. If you already own PDSPP shares, select the “View Account” button on the “My Holdings” screen next to your PDSPP Shares account. Click on the “Transact” tab, then “Pending Transactions.”

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16) Can I request a refund of my uninvested PDSPP contributions at any time through the Computershare website?

Yes. You can request a refund of your uninvested PDSPP contributions at any time, with the exception of the period between the trade cut-off date and the trade date each quarter. To request a refund access your Computershare account at www.computershare.com/ch2m, or access the site with the ease of single sign-on from the Virtual Office under About Us │ Employee Ownership. Once you’re on the “My Holdings” screen, if you don’t currently have any PDSPP shares, select the “Enroll/Amend” button next to “PDSPP Shares,” and follow the instructions. If you already own PDSPP shares, select the “View Account” button on the “My Holdings” screen next to your PDSPP Shares account. Then scroll to the bottom of the next page and select the “Amend” button next to the current available purchase period noted and select withdraw from the plan with a refund.

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17) How do I enroll, change or stop my PDSPP deduction?

To enroll in PDSPP access your Computershare account at www.computershare.com/ch2m, or access the site with the ease of single sign-on from the Virtual Office under About Us │ Employee Ownership. Once you’re on the “My Holdings” screen, if you don’t currently hold any PDSPP shares, select either the “Enroll/Amend” button next to “PDSPP Shares,” and follow the instructions. If you already own PDSPP shares, on the “My Holdings” screen, select the “View Account” button next to your PDSPP Shares account. Then scroll to the bottom of the next page and select the “Enroll” or “Amend” button next to the current available purchase period noted.

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18) Whom should I contact if I need a copy of my 2016 Form 3922 or one from a previous year?

Please contact Employee Ownership at o@ch2m.com or by phone at 720.286.2753 if you need a copy of your 2016 Form 3922 or one from a previous year.

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19) How do I exercise my stock options?

To exercise your vested stock options access your Computershare account at www.computershare.com/ch2m, or access the site with the ease of single sign-on from the Virtual Office under About Us │ Employee Ownership. Once you’re on the “My Holdings” screen, select the “View Account” button next to “Employee Grants and Awards.” Then select the “Exercise/Submit Election” tab at the top of the screen, and select the stock option grant you wish to exercise. If you select the Cash method, you need to send your funds in the form of a certified check or bank wire to Computershare so the money is received no later than 4:00 p.m. ET 10 business days from the date of your exercise submission or the expiration date of the grant, whichever is earlier. If you select the Net Settled method, your net shares are issued to your Computershare account, usually within three business days.

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20) I recently received an Annual Performance Grant (APG) Stock Option/SAR award, Restricted Stock Unit or Performance Stock Unit award. How do I acknowledge these grants?

After you have received notification from Computershare about your new equity grant, you can acknowledge your grant in the Computershare system by accessing your Computershare account at www.computershare.com/ch2m, or access the site with the ease of single sign-on from the Virtual Office under About Us│ Employee Ownership. Once you’re on the “My Holdings” screen, select the “View Account” button next to “Employee Grants and Awards,” then select the “Grants and Awards” tab at the top of the screen. Once you see the list of your awards, use the “Select” button on the right-hand side of the award you wish to acknowledge. Then, using the “Select Action” button, choose “Acknowledge Grant,” then the select button next to the Terms and Conditions document(s) listed. Follow the prompts at the bottom of the document, and then also select the “I accept” button on this main acknowledgement screen to complete your acknowledgement. Please note all equity grants issued prior to Feb. 27, 2017, don’t need to be acknowledged.

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21) Where can I get a copy of confirmations of stock option exercises or SAR/phantom stock redemptions that were processed prior to the Computershare transition?

Please contact Employee Ownership at o@ch2m.com or by phone at 720.286.2753 if you need a copy of confirmations of stock option exercises or SAR/phantom stock redemptions that were processed prior to the Computershare transition. This information is viewable on Computershare’s system by accessing your Computershare account at www.computershare.com/ch2m, or access the site with the ease of single sign-on from the Virtual Office under About Us│ Employee Ownership. Once you’re on the “My Holdings” screen, select the “View Account” button next to “Employee Grants and Awards,” and then click on the “Orders and Transactions” tab at the top of the screen. Once you’re at the list of transactions, use the “select” button to view the details.

Due to conversion there may be some slight rounding differences reflected in the historical transactions found on Computershare’s system.

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22) What fees are associated with my stock option exercise transaction?

You pay Computershare a $25.35 exercise transaction fee to exercise your stock options. If you use the Cash method the fee is added to your total amount due. If you use the Net Settled method the fee is covered by shares.

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23) How do I redeem my phantom stock and/or Stock Appreciation Rights (SARs)?

To exercise your phantom stock and/or any vested SARs access your account at Computershare account at www.computershare.com/ch2m, or access the site with the ease of single sign-on from the Virtual Office under About Us│ Employee Ownership. Once you’re on the “My Holdings” screen, select the “View Account” button next to “Employee Grants and Awards.” Please note you can only redeem phantom stock and SARs during an open trading period. During this time, you can select the “Exercise/Submit Election” tab at the top of the screen, then select the award you wish to redeem and follow the instructions. CH2M’s Payroll team distributes your proceeds to you directly (as soon as it’s administratively possible) following the quarterly trade date.

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24) What fees are associated with my phantom stock/SAR redemption?

You pay Computershare a $25.35 transaction fee when you redeem your phantom stock/SARs. The fee is deducted from your gross proceeds, and you receive the net proceeds, less any applicable taxes, from CH2M’s Payroll team (as soon as it’s administratively possible) following the quarterly trade date.

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Inpex Combined Cycle Power Plant (CCPP) Project Frequently Asked Questions relating to June 6, 2016 8-K Filing

The Form 8-K filed on June 6, 2016 provides stockholders with an update on our fixed-price EPC project in Australia through a consolidated joint venture partnership (the "Inpex Project"). As described in the Form 8-K, the client advised it is unable to meet its obligations in line with the current program schedule and, as a result, the Inpex Project has experienced delays and will likely incur additional future delays resulting in an increase to the total estimated costs to complete. Set forth below are anticipated frequently asked questions about the Form 8-K.

Cautionary Note Regarding Forward Looking Statements: The Current Report on Form 8-K filed on June 6, 2016 and these associated questions contain "forward-looking statements," as that term is defined in U.S. Federal and certain foreign securities regulations, including our ability to manage costs associated with our fixed price contracts, any charge to operations related to the joint venture in Australia and potential recoveries from the client. Although CH2M’s management believes that its expectations are based on reasonable assumptions, these assumptions are subject to a wide range of economic, business, regulatory, technical, legal, and other unforeseen risks which may cause actual results to differ materially from those stated or implied by these forward-looking statements. These communications should be read in conjunction with all the other information included in our most current Prospectus and European Prospectus, which are filed with the U.S. Securities and Exchange Commission (SEC) and the U.K. Financial Conduct Authority (FCA), respectively, and, for our stockholders outside of the U.S. and the European Union, similar documents filed with local securities regulators, where required. You should also read our Annual Report on Form 10-K and quarterly reports on Form 10-Q, which include a list of factors that could cause actual operational and financial results to differ from those expected. For information about the price of CH2M stock and the operation of our internal market, please view our recently filed Annual Report on Form 10-K. For information about the current price of CH2M stock, please view our Report on Form 8-K filed on May 2, 2016 or visit our investor relations website at ir.ch2m.com. All documents required to be filed with the SEC and other regulators are available via the investor relations website at ir.ch2m.com and on the SEC’s website at www.sec.gov.

1) Will these losses impact the CH2M stock price?

The CH2M stock price is determined by the Board of Directors based on a company fair valuation methodology as described in our Prospectus dated March 23, 2010 and various other filings with the Securities and Exchange Commission, including our Current Report on Form 8-K filed on May 2, 2016 regarding the current price of our stock.

In 2014, CH2M announced that it was exiting the Power engineer-procure-construct (EPC) business. In the past, CH2M’s Board of Directors believed that, because these financial results are related to a business that CH2M has chosen to exit, inclusion of these results does not accurately reflect the profitability or value of CH2M’s continuing operations and would generally not be taken into account by the market in valuing an equity security. Accordingly, when in 2014 the Power EPC unit experienced a loss and in 2015 the Power EPC unit experienced a slight profit, neither of these profit/loss results of operations factored into stock price determinations.

Going forward the Board of Directors will similarly apply the valuation methodology as set forth in the company’s SEC filings, taking into account the fact that the Inpex Project is related to a business that CH2M has chosen to exit while considering the size of any charge and all other factors that bear upon a carefully considered stock price determination.

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2) When will CH2M have clarity regarding the impact of the losses?

The Inpex Project is a large, complex project with many variables. CH2M is still evaluating all available information, but management expects the portion of the increased project costs attributable to CH2M to be between approximately $75 million and $95 million, all or a portion of which may be recoverable from the client. CH2M expects to provide additional information regarding any charge to operations related to the Inpex Project in its Form 10-Q report for the quarter ending June 24, 2016 and in its Q2 2016 Stockholder Call.

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3) When will management update stockholders on the impact?

CH2M expects to provide additional information regarding any charge to operations related to the Inpex Project in its Form 10-Q report for the quarter ending June 24, 2016 and in its Q2 2016 Stockholder Call.

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4) What are the prospects for recoveries from the client?

The Inpex Project has experienced significant delays attributable to the client’s ability to meet its obligations under the contract. The joint venture submitted a claim to the client in May 2016 for these delays, and the joint venture partners are evaluating additional entitlements and may submit further claims. The amount of any recoveries is currently unknown and will be subject to negotiations or formal dispute processes. CH2M expects to provide additional information regarding any charge to operations related to the Inpex Project in its Form 10-Q report for the quarter ending June 24, 2016 and in its Q2 2016 Stockholder Call.

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5) When does CH2M expect the Inpex Project to be complete?

During the second quarter of 2016, the client advised that it is unable to meet its obligations in line with the current program schedule due to delays to elements of the overall project outside the scope of work that our joint venture is performing. However, the client has not formally announced a revised expected completion date. As a result, the Inpex Project has experienced delays and will likely incur future delays. CH2M is evaluating available information to determine the likely Inpex Project completion date, but no date can be assured until agreement is reached with the client.

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Frequently Asked Questions regarding CH2M stock proration rules; estate tax planning options; tax cost basis considerations; and 401(k) rollovers and cash distributions

Download a printable PDF version of this FAQ.

1) I am no longer employed by CH2M and I want to take a lump sum cash distribution of the CH2M stock component of my 401(k) Plan account and rollover the cash distribution to an IRA – does the 401(k) Plan permit this?
2) I am no longer employed by CH2M and I want all of my CH2M stock in the 401(k) Plan rolled over “in kind” to an IRA – does the 401(k) Plan permit this?
3) I have a trust and want to do some estate planning related to my CH2M 401(k) Plan account by naming the trust as a beneficiary under the 401(k) Plan – does the 401(k) Plan permit this?
4) I am a former employee and I am considering taking a net unrealized appreciation (NUA) distribution from my 401(k) Plan account. What do I need to know?
5) I see that with proration of the CH2M Internal Market, there may be limitations on distributions from my 401(k) Plan account and/or my Computershare/Direct Ownership account in any given Internal Market trade. Is it possible for CH2M to make an exemption to such CH2M stock sale limitations for retirees?
6) I have a trust and want to do some estate planning related to my directly held shares of CH2M stock (not in the 401(k) Plan) by naming the trust as a beneficiary of such CH2M stock – does the Company permit this?
7) I own more CH2M shares than what typically has been permitted to be sold since CH2M began prorating the CH2M Internal Market. I want to sell my shares of CH2M stock and want to manage my tax liabilities associated with the cost-bases for those shares. How can I do this?
8) I see that with proration of the CH2M Internal Market, there may be limitations on my ability to sell directly held shares of CH2M stock in any given Internal Market trade. Is it possible for CH2M to make an exemption to such CH2M stock sale limitations for retirees (e.g., permit retirees to sell the CH2M stock over a three year or longer period pursuant to a promissory note)?

1) I am no longer employed by CH2M and I want to take a lump sum cash distribution of the CH2M stock component of my 401(k) Plan account and rollover the cash distribution to an IRA – does the 401(k) Plan permit this?

Yes, it does, but it is important to understand our internal market rules on proration and what happens if you choose to sell stock out of both your 401(k) account and your Computershare/Direct Ownership Account on the same Trade Date. So please read what follows carefully.

Section 6.8 of the CH2M Retirement and Tax Deferred Savings Plan (“CH2M 401(k) Plan” or the “Plan”) allows for rollover of Plan distributions by a Plan Participant (“Participant”).  A former employee Participant may therefore, pursuant to Section 6.3(a) of the Plan, seek a cash distribution of the Participant’s 401(k) Plan account, including the CH2M stock in the Participant’s 401(k) Plan account. To the extent the Participant’s 401(k) Plan account is invested in CH2M stock, the distribution request would be subject to the rules of the CH2M Internal Market (including, without limitation, proration). A Participant may initiate such a request by calling Fidelity (Toll Free Number: (800) 835-5098) and speaking to a customer service representative.

Please note, that in instances where a Participant is seeking both a full cash distribution of CH2M stock under Section 6.3(a) of the 401(k) Plan and to sell non-401(k) CH2M stock directly held in their Computershare/Direct Ownership Account, if the CH2M Internal Market trade period is subject to proration, the proration will be applied across the combined 401(k) Plan request and the Computershare/Direct Ownership sell request, and not applied separately to each. Also, if, after proration, there remains unsold CH2M stock from the Participant’s 401(k) Plan account, that CH2M stock will remain in the Participant’s 401(k) Plan account. In such a circumstance, the Participant will need to initiate a new request for a lump sum cash distribution in the next or any future CH2M Internal Market trade if the Participant wants to initiate another rollover transaction under Section 6.3(a) and 6.8 of the 401(k) Plan.

A Participant should consult with his or her tax advisor and/or financial planner with respect to current investments and options pertaining to the 401(k) Plan.

You may obtain a copy of the 401(k) Plan by submitting a written request to the Director of Global Benefits, Attn: Erik Ammidown, CH2M, 9191 S. Jamaica Street, Englewood, CO 80112.

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2) I am no longer employed by CH2M and I want all of my CH2M stock in the 401(k) Plan rolled over “in kind” to an IRA – does the 401(k) Plan permit this?

Yes, but first you need to confirm that you have an IRA or other qualified retirement plan that will accept the CH2M stock. Please read what follows carefully.

Section 6.8 of the CH2M 401(k) Plan allows for rollover of Plan distributions by a Plan Participant. A former employee Participant may therefore, pursuant to Section 6.3(b) of the Plan, seek to have the CH2M stock rolled over “in kind” as CH2M stock to an IRA willing to accept the CH2M stock. However, Participants need to be mindful that, while an in-kind rollover is permitted in theory, in actual practice it may not be available.  IRA and other qualified retirement plans are typically unwilling to accept stock that is uncertificated and not publicly traded, such as CH2M stock, and other qualified retirement plans (such as a 401(k) Plan sponsored by another employer) are typically only willing to accept cash rollovers. If a Plan Participant initiates an in-kind distribution of the CH2M stock held in the Participant’s 401(k) Plan account and no IRA or other qualified retirement plan has been identified by the Participant as being willing and able to accept CH2M stock, then the in-kind CH2M stock distribution request cannot be processed for rollover. Accordingly, to avoid a potential tax consequence to the Participant associated with a non-rollover distribution, in such an instance the CH2M stock will remain in the Participant’s 401(k) Plan account. So it is critically important that the Participant verify the IRA or other qualified retirement plan will actually accept an in-kind rollover of CH2M stock before requesting a rollover. Accordingly, Participants are highly encouraged not to request a distribution of CH2M stock as an in-kind rollover before confirming that an IRA or other qualified retirement plan is willing and able to accept the CH2M stock.

Finally, Participants need to be aware that even if the Participant can identify an IRA or other qualified retirement plan willing to accept the CH2M stock as an in-kind rollover, the CH2M stock held by the IRA or other qualified retirement plan would still be subject to the rules of the CH2M Internal Market (including, without limitation, proration).

A Participant should consult with his or her tax advisor and/or financial planner with respect to current investments and options pertaining to the 401(k) Plan.

You may obtain a copy of the 401(k) Plan by submitting a written request to the Director of Global Benefits, Attn: Erik Ammidown, CH2M, 9191 S. Jamaica Street, Englewood, CO 80112.

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3) I have a trust and want to do some estate planning related to my CH2M 401(k) Plan account by naming the trust as a beneficiary under the 401(k) Plan – does the 401(k) Plan permit this?

Yes. The definition of “Beneficiary” in Section 1.8 of the 401(k) Plan means “any individual, trust, estate or other recipient” properly designated by the Participant pursuant to the procedures required to make such designation. For married Participants, under Section 6.7 of the Plan, a Participant’s spouse is a presumed beneficiary, meaning that any alternative beneficiary designation requires spousal consent. The spouse’s consent must be in writing, must acknowledge the effect of the election, must be witnessed by a notary public or Plan representative, and must meet one of the following requirements:

  • the consent must name a specific beneficiary that cannot be changed without the additional consent of the spouse in a form meeting the requirements of this section; or
  • the consent must specifically provide that the participant may change the designation of a beneficiary without any further consent by the spouse, and the spouse must acknowledge in the consent that he or she is giving up the right to limit his or her consent to a specific beneficiary; or
  • the consent must specifically provide that the Participant may change the designation of a beneficiary, with such change being limited to a change among certain beneficiaries without any further consent by the spouse, and the spouse must acknowledge in the consent that he or she is giving up the right to limit his or her consent to a specific beneficiary.

You may obtain beneficiary designation forms from Fidelity at www.401k.com.

A Participant should consult with his or her tax advisor and/or financial planner with respect to estate planning pertaining to the 401(k) Plan.

You may obtain a copy of the 401(k) Plan by submitting a written request to the Director of Global Benefits, Attn: Erik Ammidown, CH2M, 9191 S. Jamaica Street, Englewood, CO 80112.

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4) I am a former employee and I am considering taking a net unrealized appreciation (NUA) distribution from my 401(k) Plan account. What do I need to know?

Fidelity has published a document entitled, “General Information about Net Unrealized Appreciation and the CH2M HILL Retirement & Tax-Deferred Savings Plan,” which is available to Participants when they log-in to their Fidelity accounts. After logging on, a Participant can access the document through the following path: Plan Information/Company Stock Information/NUA Overview. Each Participant is encouraged to review the information made available by Fidelity to understand how CH2M stock is distributed in-kind as part of an NUA distribution request and the continuing applicability of the CH2M Internal Market rules (including, without limitation, proration) to such CH2M stock.

A Participant should consult with his or her tax advisor and/or financial planner before making any NUA distribution request.

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5) I see that with proration of the CH2M Internal Market, there may be limitations on distributions from my 401(k) Plan account and/or my Computershare/Direct Ownership account in any given Internal Market trade. Is it possible for CH2M to make an exemption to such CH2M stock sale limitations for retirees?

Unfortunately, no. The laws and regulations governing the operation of the 401(k) Plan, the Ownership Program and the CH2M Internal Market do not permit CH2M to give preference among its Common Stock stockholders on the basis of retirement status. CH2M will continue to follow the Internal Market rules for stockholder requests to sell directly held shares of CH2M Common Stock, and to follow the provisions of the 401(k) Plan (in addition to the CH2M Internal Market rules) for Participant requests for distributions. In all instances, CH2M will meet its legally required distribution obligations with respect to its 401(k) Plan Participants.

For more information, please refer to our public documents filed with the U.S. Securities and Exchange Commission and our ir.ch2m.com website. If you have questions about direct shares, please contact Computershare toll-free on CH2M’s dedicated number at 844.549.CH2M (2426). The international number is 1.781.575.3087. To view your account please access their website at www.computershare.com/ch2m. Please also refer to the 401(k) Plan, which can be obtained by submitting a written request to the Director of Global Benefits, Attn: Erik Ammidown, CH2M, 9191 S. Jamaica Street, Englewood, CO 80112. Please also refer to the 401(k) Plan, which can be obtained by submitting a written request to the Director of Global Benefits, Attn: Erik Ammidown, CH2M, 9191 S. Jamaica Street, Englewood, CO 80112.

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6) I have a trust and want to do some estate planning related to my directly held shares of CH2M stock (not in the 401(k) Plan) by naming the trust as a beneficiary of such CH2M stock – does the Company permit this?

Unfortunately, there is no ability for a CH2M stockholder to designate a beneficiary for directly held shares of CH2M stock in an individual’s Computershare/Direct Ownership account. Accordingly, upon death, shares of CH2M stock pass to the CH2M stockholder’s estate. We have looked into options, but due to the complexities associated with the CH2M Internal Market and the rules and regulations of the U.S. Securities & Exchange Commission, we are not able to offer this beneficiary designation capability for directly held shares of CH2M stock.

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7) I own more CH2M shares than what typically has been permitted to be sold since CH2M began prorating the CH2M Internal Market. I want to sell my shares of CH2M stock and want to manage my tax liabilities associated with the cost-bases for those shares. How can I do this?

Since the September 2014 trade, the CH2M Board of Directors has limited the Company’s participation in the Internal Market, resulting in proration being applied to stockholder sales of CH2M stock. CH2M stockholders have therefore been able to sell a low of approximately 235 shares in the December 2014 trade to a high of approximately 500 shares (plus approximately 65% of the remaining shares in the submitted sell order) in the September 2015 trade. The proration amounts in each trade from September 2014 forward are as follows:

Trade Date

Number of Shares that Could Be Sold

9/26/2014

489.562

12/16/2014

235.112

3/24/2015

273.021

6/5/2015

275.005

9/3/2015

500 + approximately 65% of remaining shares in order

12/3/2015

435.018

3/22/2016

500 + approximately 10% of remaining shares in order

6/2/2016

500 + approximately 17% of remaining shares in order

9/7/2016

297

2/10/2017

260

4/28/2017

250

What level, if any, CH2M participates in the internal market in any given trade is dependent, in part, upon the overall buy and sell orders for that trade. It is only when the trade window closes and the buy/sell orders are known that our Board of Directors determines the number of shares each shareholder will be able to sell in the Internal Market. Because of our bank covenants and preferred investor agreements, proration of the CH2M Internal Market is likely to continue for the foreseeable future.

When a CH2M stockholder puts in a sell request, the CH2M stockholder must identify which shares of CH2M stock he or she is seeking to sell. In this regard, CH2M stockholders have some control over which CH2M shares and which cost-bases will apply to the sale. In instances where a CH2M stockholder has placed the entirety of his or her directly held CH2M shares in the internal market, if the total number of shares to be sold exceeds the amount the shareholder is permitted to sell due to proration, then CH2M proportionately allocates the total number of shares that can be sold across each set of shares put into the internal market by the CH2M stockholder (combined across directly held shares and 401(k) Plan shares if an individual seeks to sell from both sources in the same trade). Accordingly, a CH2M stockholder who wants to manage as much as possible the tax liabilities associated with the cost bases shares to be sold should keep this in mind in terms of what shares and how many shares he or she puts up for sale in the Internal Market in any given trade.

Each stockholder should consult with his or her tax advisor and/or financial planner with respect to sell requests from his or her Computershare/Direct Ownership account and/or 401(k) Plan account.

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8) I see that with proration of the CH2M Internal Market, there may be limitations on my ability to sell directly held shares of CH2M stock in any given Internal Market trade. Is it possible for CH2M to make an exemption to such CH2M stock sale limitations for retirees (e.g., permit retirees to sell the CH2M stock over a three year or longer period pursuant to a promissory note)?

Unfortunately, no. The laws and regulations governing the operation of the Ownership Program and the CH2M Internal Market do not permit CH2M to give preference among its Common Stock stockholders on the basis of retirement status. CH2M will continue to follow the Internal Market rules for stockholder requests to sell directly held shares of CH2M Common Stock.

For more information, please refer to our public documents filed with the U.S. Securities and Exchange Commission and our ir.ch2m.com website. If you have questions about direct shares, please contact Computershare toll-free on CH2M’s dedicated number at 844.549.CH2M (2426). The international number is 1.781.575.3087. To view your account please access their website at www.computershare.com/ch2m.

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Frequently Asked Questions regarding preferred stock investor agreement

On May 27, 2015, CH2M HILL Companies, Ltd. (“CH2M” or the “Company”) filed a Subscription Agreement with the U.S. Securities and Exchange Commission. Set forth below are anticipated frequently asked questions about the agreement and related issues.

1) How much money will CH2M receive in the preferred stock investment?

The company expects to receive a total of US$300,000,000 as an investment in the Company’s Series A Convertible Preferred Stock (“Series A Preferred”), with $200 million of the investment to be made at closing (the “Initial Closing”) and the remaining $100 million on or prior to the first anniversary of the Initial Closing. Both closings are subject to certain conditions which we expect to meet.

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2) Who is the Investor that is partnering with us, and are they a good fit with CH2M?

Our new partner is an affiliate of Apollo Global Management, LLC (“Apollo”), a leading alternative investment manager with a strong track record of successfully investing behind industry‐leading companies, such as CH2M. Apollo invests in public and private equity, debt securities, infrastructure, and other alternative asset categories. Apollo is a great fit for CH2M’s culture. They value our strong employee talent and our dedication to corporate citizenship, ethics, safety and sustainability. In addition, Apollo’s Socially Responsible Investing program addresses environmental, social and governance issues in all stages of the investment process.

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3) What will the funds be used for?

The funds will add to our financial strength by increasing our ability to:

  • Invest in advancing our strategy,
  • Pay down a portion of the company’s debt, and
  • Participate more actively in our internal stock market.

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4) What will be the price per share of the Series A Preferred?

The nominal price of each share of Series A Preferred stock will be US$62.22 (“Original Issue Price”), representing a premium of 30% over US$47.86, the price of each share of our common stock (“Common Stock”) at the time we priced the security with Apollo. The nominal price will not take into account the payment of dividends as more fully described below.

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5) Will Apollo receive dividends on the Series A Preferred?

Yes, Apollo will accrue cumulative dividends at the rate of 5% per year, payable in additional shares of Series A Preferred (“PIK Dividends”), and PIK Dividends will accrue quarterly. However, PIK Dividends will not be paid prior to the fifth anniversary of the closing of the Subscription Agreement unless there is an event prior to that date that would provide liquidity to Apollo. However, if a liquidity event occurs prior to the fifth anniversary, all five years of PIK Dividends will be accelerated and paid to Apollo nonetheless. After the fifth anniversary, dividends would be payable in cash at the election of the Company’s Board of Directors, or, under certain circumstances, would be payable in cash or in kind at the election of a majority of the holders of the Series A Preferred.

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6) What percentage of CH2M’s outstanding stock will the investment represent?

There are three primary factors that will impact Apollo’s total ownership stake: (1) the $62.22 conversion price, which represents a 30% premium; (2) the payment of PIK Dividends for at least five years in additional shares of Series A Preferred (if a liquidity event occurs prior to the fifth year, all five years of PIK Dividends will be accelerated and paid to Apollo nonetheless); and (3) an expected gradual decrease in the amount of CH2M Common Stock outstanding due to Company repurchases of Common Stock. After taking into account the combined effect of these three factors, we estimate Apollo’s ownership percentage on a fully diluted and accreted basis to be in the low 20s percentage range.

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7) How many shares were issued to Apollo?

A total of 4,821,600 Series A Preferred shares will be issued to Apollo (prior to PIK Dividends in the form of additional shares).

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8) How many seats will Apollo have on CH2M’s Board of Directors?

Apollo will hold two of six independent director seats on CH2M’s Board of Directors, while CH2M employees will hold seven director seats.

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9) Do the agreements require us to “go public” in the future?

If after five years the Company has not, completely at its option, repurchased the Series A Preferred, or pursued a capital structure change that provides liquidity, the holders of at least 50% of the Series A Preferred will have the right to cause the Company to pursue a process which will provide liquidity. This could include an Initial Public Offering (“IPO”), sale, merger, or other capital structure change that provides liquidity.

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10) Is the Series A Preferred convertible into common stock?

Yes. Apollo may convert any of its shares of Series A Preferred at its option at any time into shares of Common Stock. The number of shares of Common Stock issuable upon conversion of each share of Series A Preferred is determined by dividing the Original Issue Price plus accrued dividends on such shares by a conversion price of $62.22, subject to customary anti‐dilution adjustments. Should the Company decide to go public, all Series A Preferred and accrued dividends will be automatically converted into Common Stock at the same price per share of $62.22 upon the closing of the IPO of our Common Stock.

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11) What are the Series A Preferred voting and consent rights?

The Series A Preferred will vote on an as‐converted basis (i.e., as if converted into Common Stock) and will be entitled to vote with the holders of common stock with respect to any matters presented to the stockholders of the Company. Management retains the responsibility and flexibility to run the company in the ordinary course of our business. However, Apollo will have certain consent rights over certain governance items.

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12) Can CH2M buy back the Series A Preferred?

CH2M may, at its option, call all of the Series A Preferred for redemption after three years, subject to payment of a premium in accordance with its terms. Management will evaluate this option carefully since this would require a financial (cash) commitment that would be significant even with improved financial performance.

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13) Does Apollo have redemption rights?

No. Apollo does not have the right to have its Series A Preferred redeemed at its request.

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14) Can Apollo transfer the Series A Preferred?

Unless the Company has conducted an IPO and all restrictions on the transfer of shares applicable to Apollo have terminated, Apollo may not transfer its shares during the first five years (which may be extended to six years in certain circumstances where an IPO is in progress). After the expiration of this time period, Apollo may not transfer the shares to a competitor of the Company or in any manner that would materially impact the Company’s security clearances or would violate applicable law.

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15) How will the Series A Preferred impact our stock price?

The Series A Preferred will increase the number of fully diluted shares of Common Stock outstanding as the Series A Preferred and accrued dividends will be included on an as‐converted basis; however, this amount will be partially offset by the increase in the total stockholders’ equity resulting from the proceeds received. We don’t believe that the issuance of the Series A Preferred will have a material impact on the price of our Common Stock at closing. Further, management intends to use the proceeds to invest strategically in our business to create additional shareholder value for all shareholders.

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16) How does the issuance of preferred stock affect our employee ownership model and program?

Employees and former employees will remain the largest group of stockholders following this capital raise. In addition, employees will continue to represent the majority of the Board of Directors. Currently, there is no plan to change the features of the Company’s employee stock ownership model. We will continue to explore how best in the long run to enhance the opportunity of stockholders to sell their stock on the timing of their choice.

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17) Why do they call it “preferred stock” anyway?

Preferred stock is a class of ownership in a corporation that has a higher claim than common stock on the assets of a company upon a liquidation event, which would include the liquidation, dissolution or winding up of the company, or a sale or transfer of substantially all of the company’s assets. Preferred stock frequently also entitles the holder to a dividend.

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Contact us

Investor relations
Natalie Eldredge
9191 South Jamaica Street
Englewood, CO 80112
USA

Media relations
Lorrie Crum
9191 South Jamaica Street
Englewood, CO 80112
USA

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