Frequently Asked Questions and Answers about the Transaction with Jacobs

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We have been accumulating questions received related to our August 2, 2017 announcement of our proposed acquisition by Jacobs. To ensure we are communicating with similar information and on substantially the same basis, questions are being categorized into general themes as we are not able to respond to each individual question.

We understand that you want answers. Many of your questions will be answered in detail in the definitive proxy statement/prospectus that will be delivered to stockholders, and therefore will not be answered substantively in this Frequently Asked Questions document. For example, questions regarding the specific mechanics of what happens to various forms of CH2M stock – stock options, restricted stock, restricted stock units, phantom stock, stock appreciation rights, etc. – and associated tax scenarios will be answered in the definitive proxy statement/prospectus. An initial proxy statement/prospectus will be filed with the SEC, and when the definitive proxy statement/prospectus is approved by the SEC, stockholders will have at least 20 business days to review its contents, including the frequently asked questions set forth therein, following the filing. Importantly, once the definitive proxy statement/prospectus is filed with the SEC, other communication streams and channels will be utilized to help you understand the detailed information set out in the proxy statement/prospectus.

There are times when we don’t have (and may not have for some time) answers to your questions, or you may have questions that pertain to hypothetical decisions or scenarios, and therefore we are not in a position at this time to provide an answer. However, when we do have additional answers to questions that we can provide in this Frequently Asked Questions document, we will respond via updates, which will be filed with the SEC and posted at ir.ch2m.com. An alert will be sent when information is made available. If you haven’t already, please sign up to receive alerts at ir.ch2m.com to be notified when updated Frequently Asked Questions or other information is posted. You are also encouraged to review the FAQs that were posted when the Merger Agreement was announced.

Section 1 – Stock/Proxy

1. What happens to my stock options at transaction close? [Posted 8/29/2017]
2. Does an employee forfeit any stock options by leaving the company before CH2M’s acquisition by Jacobs is complete? [Posted 8/29/2017]
3. How will stock options be handled for those that have recently resigned from the company and have 3 months to exercise their options, both as it relates to vested and non-vested options? [Posted 8/29/2017]
4. Does an employee forfeit any restricted stock or restricted stock units by leaving the company before CH2M’s acquisition by Jacobs is complete? [Posted 8/29/2017]
5. What happens to my stock appreciation rights (SARs) at transaction close? [Posted 8/29/2017]
6. When is the next CH2M stock trade? [Posted 8/29/2017]
7. How does the payment of consideration in 60% cash / 40% Jacobs stock work? What does this mean exactly, how do I choose, when do I choose, etc.? [Posted 8/29/2017]
8. Will CH2M stockholders be taxed at closing on the sales of shares held directly, including for proceeds received in Jacobs stock? [Posted 8/29/2017]
9. Will CH2M shareholders be taxed on proceeds from the sale of shares within the 401(k)? [Posted 8/29/2017]
10. If I want to know more information about Jacobs and the proposed transaction, where do I find it? [Posted 9/12/2017]
11. When can we expect the proxy to be released? [Posted 9/12/2017]
12. What type of information should we plan to see within the proxy? [Posted 9/12/2017]
13. If we do not understand information published in the proxy, how and to whom do we ask questions? [Posted 9/12/2017]
14. How do I update my contact information to make sure I receive my proxy materials? [Posted 9/12/2017]

1. What happens to my stock options at transaction close? [Posted 8/29/2017]

The specific mechanics of what happens to stock options, including with respect to payments associated with such stock options, will be set forth in detail in the definitive proxy statement/prospectus that will be delivered to stockholders of CH2M. The definitive proxy statement/prospectus will also provide information related to taxes associated with the treatment of stock options under the Merger Agreement. Please note, except for stock options set to expire or terminate before transaction close (see answer to Section 1 - Stock, Question 2, below), stock option holders do not need to take any action to preserve such options for purposes of receiving the cash payment consideration that will be determined in accordance with the terms of the Merger Agreement. Stock option holders are encouraged to review the Merger Agreement, and the definitive proxy statement/prospectus when provided, and to seek their own financial and/or tax planning advice.

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2. Does an employee forfeit any stock options by leaving the company before CH2M’s acquisition by Jacobs is complete? [Posted 8/29/2017]

Yes. Regardless of the reason for the termination of employment, any unvested stock options will be forfeited on the employee’s date of termination and will be canceled.

Except in instances of retirement, disability or death (as defined in the 2009 Amended and Restated Stock Option Plan), if an employee’s employment is or was terminated voluntarily or involuntarily, the individual will have three (3) months from the termination of employment date in which to exercise any vested stock options. The individual must exercise those stock options before the three (3) month period expires if the deadline will be before the transaction close date. If such three (3) month period extends to or beyond the transaction close date and the vested stock options are not exercised prior to the transaction close date, then the vested stock options will be treated in accordance with the Merger Agreement. (See answer to Section 1 – Stock, Question 1, above.) Stock options that are set to expire or terminate prior to transaction close that are not exercised prior to expiration or termination will be forfeited and canceled on the applicable expiration or termination date.

For an employee whose termination of employment results or resulted from retirement, disability or death (as defined in the 2009 Amended and Restated Stock Option Plan), the individual (or the individual’s estate) has one (1) year from the termination of employment date in which to exercise any vested stock options. Such an individual must exercise those Stock Options before the one (1) year period expires if the deadline will be before the transaction close date. If such one (1) year period extends to or beyond the transaction close date and the vested stock options are not exercised prior to the transaction close date, then the vested stock options will be treated in accordance with the Merger Agreement. (See answer to Section 1 – Stock, Question 1, above.) Again, stock options that are set to expire or terminate prior to transaction close that are not exercised prior to expiration or termination will be forfeited and canceled on the applicable expiration or termination date.

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3. How will stock options be handled for those that have recently resigned from the company and have 3 months to exercise their options, both as it relates to vested and non-vested options? [Posted 8/29/2017]

See answer to Section 1 – Stock, Question 2, above.

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4. Does an employee forfeit any restricted stock or restricted stock units by leaving the company before CH2M’s acquisition by Jacobs is complete? [Posted 8/29/2017]

Yes. Regardless of the reason for the termination of employment, any unvested restricted stock or restricted stock units will be forfeited on the employee’s date of termination and will be canceled.

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5. What happens to my stock appreciation rights (SARs) at transaction close? [Posted 8/29/2017]

The specific mechanics of what happens to stock appreciation rights (SARs), including with respect to payments associated with such SARs, will be set forth in detail in the definitive proxy statement/prospectus that will be delivered to stockholders of CH2M. The definitive proxy statement/prospectus will also provide information related to taxes associated the treatment of SARs under the Merger Agreement. SAR holders are encouraged to review the Merger Agreement, and the definitive proxy statement/prospectus when provided, and to seek their own financial and/or tax planning advice.

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6. When is the next CH2M stock trade? [Posted 8/29/2017]

As previously announced and in light of our proposed transaction with Jacobs, no further internal market or quarterly trades of CH2M stock will take place. We expect this transaction to close before the end of this calendar year, but we cannot yet predict exactly when.

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7. How does the payment of consideration in 60% cash / 40% Jacobs stock work? What does this mean exactly, how do I choose, when do I choose, etc.? [Posted 8/29/2017]

The specific mechanics of what happens to directly held CH2M stock, equity plan stock, and stock in benefit plans (e.g., the 401(k) Plan, Deferred Compensation Plan, Senior Executive Retirement and Retention Plan, the ISVEU Plan, etc.) under the Merger Agreement, including with respect to consideration to be received and any elections to be made, will be set forth in detail in the definitive proxy statement/prospectus that will be delivered to stockholders of CH2M.  The definitive proxy statement/prospectus will also provide information related to various tax scenarios associated with the Merger Agreement.  Stockholders and plan participants are encouraged to review the Merger Agreement, and the definitive proxy statement/prospectus when provided, and to seek their own financial and/or tax planning advice.

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8. Will CH2M stockholders be taxed at closing on the sales of shares held directly, including for proceeds received in Jacobs stock? [Posted 8/29/2017]

The definitive proxy statement/prospectus will provide information related to various tax scenarios associated with the Merger Agreement. Stockholders are encouraged to review the Merger Agreement, and the definitive proxy statement/prospectus when provided, and to seek their own financial and/or tax planning advice.

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9. Will CH2M shareholders be taxed on proceeds from the sale of shares within the 401(k)? [Posted 8/29/2017]

The definitive proxy statement/prospectus will provide information related to various tax scenarios associated with the Merger Agreement. Stockholders are encouraged to review the Merger Agreement, and the definitive proxy statement/prospectus when provided, and to seek their own financial and/or tax planning advice.

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10. If I want to know more information about Jacobs and the proposed transaction, where do I find it? [Posted 9/12/2017]

In addition to the public filings with the U.S. Securities and Exchange Commission, there also is a lot of information available through the CH2M Investor Relations site and posted on the CH2M Virtual Office. You may also obtain additional information about the transaction at www.Jacobs.com/CH2M. We encourage you to read the information that has been, and will be, made available to you to learn as much as possible about the proposed transaction and Jacobs.

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11. When can we expect the proxy to be released? [Posted 9/12/2017]

We expect the initial proxy statement/prospectus to be filed with the U.S. Securities and Exchange Commission, or SEC, by the end of September 2017, and the definitive proxy statement/prospectus to be mailed to stockholders following clearance by the SEC.

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12. What type of information should we plan to see within the proxy? [Posted 9/12/2017]

The proxy statement will contain material information regarding CH2M, Jacobs and the proposed transaction with Jacobs so that CH2M’s stockholders can make an informed decision on how to vote with respect to the approval of the merger and certain other related matters that will be described in the proxy statement. The key transaction documents and other documents relating to the stockholders’ vote and receipt of the cash and Jacobs stock in exchange for your CH2M shares will be included with the proxy statement. Letters containing instructions and explanations will accompany the proxy statement, and are similar to the letters that accompany the annual proxy statement CH2M mails to its stockholders each year.

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13. If we do not understand information published in the proxy, how and to whom do we ask questions? [Posted 9/12/2017]

The proxy statement will contain information for certain parties you may contact, depending on the nature of your question.

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14. How do I update my contact information to make sure I receive my proxy materials? [Posted 9/12/2017]

Please refer to Section 6 for more information on updating your contact information.

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Section 2 – Integration

1. I have heard about integration planning and the Integration Management Office – what does that mean and what can I expect? [Posted 8/29/2017]

Between now and when the transaction closes, we remain two separate, independent companies. Right now, some initial planning is happening for the post-closing period. If approved, once we begin integration following the transaction close date, we’ll be bringing together the fabric of two large companies – a complex process that involves both companies’ operations, IT systems, HR, finance, legal, sales, procurement, real estate, policies and procedures, culture, brand and people. Once we begin integration after the closing, it may take up to two years to fully integrate our organizations.

To manage integration planning and post-closing integration, Jacobs has established an Integration Management Office (IMO), and key leaders from both companies have been selected to manage the process, set key planning milestones and make the integration as effective as possible after closing.  We have announced that Lisa Glatch, EVP CH2M Integration Planning, and Gary Mandel, EVP Jacobs Integration Planning, are responsible for the IMO.  You can expect regular communications as progress is made with the planning and, after the transaction closes, integration.

See also “What are the plans for integrating the two companies? Who will lead the integration effort?” and “What happens next, between now and completion of the transaction?” in the FAQs that were posted when the merger agreement was announced.

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Section 3 – Benefits

1. Does the announcement of the proposed acquisition of CH2M by Jacobs result in any employee benefit plan changes for any of our global employees? [Posted 8/29/2017]
2. What will become of the 401(k) Plan for US employees? [Posted 8/29/2017]
3. How will the CH2M stock in my 401(k) Plan account be handled? [Posted 8/29/2017]
4. Will I have to make changes in my 401(k) Plan account through Fidelity to transfer my current CH2M stock holdings to something else? [Posted 8/29/2017]
5. When will the Q2 2017 US 401(k) match be made? Will it be made in stock or cash? [Posted 8/29/2017]
6. What will happen to the CH2M and OMI retiree medical benefits? Will the retiree medical benefits continue after closing? [Posted 8/29/2017]
7. CH2M has a number of professionals for whom flexible work schedules and the ability to work remotely is important for work-life balance. Does Jacobs have a policy that allows for flexible work schedules and the ability to work remotely? [Posted 9/12/2017]
8. What happens if I have a currently pending sale request in my 401(k) account? [Posted 9/12/2017]
9. Will we have benefits open enrollment for CH2M employees in the U.S. in the Fall of 2017? What about benefits enrollment periods in other countries? [Posted 9/12/2017]
10. I have not used my U.S. floating holiday in 2017. Do I need to use it prior to the transaction close or can I use it as normal (sometime before mid-December)? [Posted 10/10/2017]
11. Where can I find information about the Severance Pay Plan that will remain in effect for CH2M employees for one year after the close of the transaction? [Posted 10/10/2017]
12. CH2M frequently has a “soft close” in the US and in other countries in late December. Will we continue this practice for 2017? [Posted 10/10/2017]
13. The previous answers to several Q&As stated employee benefit plans will remain substantially similar in the aggregate, for at least one year following the completion of the transaction. Also, it was stated that the announcement of the proposed transaction wasn’t expected to result in any changes to benefit plans at this time. Now that several weeks have passed, can you provide any further detail regarding what this means? [Posted 10/10/2017]
14. Will Jacobs allow U.S. Paid Time Off (PTO) banks to rollover? What about paid vacation and sick time in other countries? [Posted 10/10/2017]
15. What will happen to the INC, IDC and OMI defined benefit pension plans after the closing of the transaction? [Posted 10/10/2017]

1. Does the announcement of the proposed acquisition of CH2M by Jacobs result in any employee benefit plan changes for any of our global employees? [Posted 8/29/2017]

We do not expect this transaction to result in any changes to our employee’s compensation or benefit plans at this time, but Jacobs, with input from CH2M, will be evaluating our current compensation programs and benefits offerings and will provide updates as information becomes available. See also “What will happen to my pay and benefits?” in the FAQs that were posted when the merger agreement was announced.

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2. What will become of the 401(k) Plan for US employees? [Posted 8/29/2017]

We do not expect this transaction to result in any changes to our employee’s compensation or benefit plans at this time, but Jacobs, with input from CH2M, will be evaluating our current compensation programs and benefits offerings and will provide updates as information becomes available.

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3. How will the CH2M stock in my 401(k) Plan account be handled? [Posted 8/29/2017]

The specific mechanics of what happens to CH2M stock that is held in the 401(k) Plan under the Merger Agreement, including with respect to consideration to be received and elections to be made, will be set forth in detail in the definitive proxy statement/prospectus that will be delivered to 401(k) Plan participants and stockholders. The definitive proxy statement/prospectus will also provide information related to various tax scenarios associated with the Merger Agreement. 401(k) Plan participants are encouraged to review the Merger Agreement, and the definitive proxy statement/prospectus when provided, and to seek their own financial and/or tax planning advice.

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4. Will I have to make changes in my 401(k) Plan account through Fidelity to transfer my current CH2M stock holdings to something else? [Posted 8/29/2017]

We currently anticipate that you will be permitted to make the same changes to your 401(k) Plan account through Fidelity that you were permitted to make prior to entry into the Merger Agreement until the transaction close date. In the event a blackout period becomes necessary to facilitate the transaction, we will timely notify you of the blackout period. If CH2M stockholder and regulatory approval of the Merger Agreement occurs, then after closing, following the conversion of CH2M stock in the 401(k) Plan in accordance with the terms of the Merger Agreement, 401(k) Plan participants will be able to manage their investments and reallocate assets between the available investment options, including with respect to diversification out of Jacobs stock.

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5. When will the Q2 2017 US 401(k) match be made? Will it be made in stock or cash? [Posted 8/29/2017]

The Q2 2017 company match in the 401(k) Plan was made in cash. The Q2 2017 company match was deposited to eligible participants’ 401(k) accounts on Friday, August 18, 2017. The cash company matching contribution was allocated to the same investment options a participant has directed his or her paycheck deferrals to. A 401(k) Plan participant can log into www.401k.com to change how his or her paycheck deferrals and cash company matching contributions are allocated between the available investment options.

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6. What will happen to the CH2M and OMI retiree medical benefits? Will the retiree medical benefits continue after closing? [Posted 8/29/2017]

We do not expect this transaction to result in any changes to our employee’s compensation or benefit plans at this time, but Jacobs, with input from CH2M, will be evaluating our current benefits offerings and will provide updates as information becomes available.

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7. CH2M has a number of professionals for whom flexible work schedules and the ability to work remotely is important for work-life balance. Does Jacobs have a policy that allows for flexible work schedules and the ability to work remotely? [Posted 9/12/2017]

Just like we do, Jacobs considers a flexible working environment an important mechanism in delivering long-term retention and has a variety of flexible working arrangements across its businesses around the world.

Jacobs knows that if the Merger Agreement is approved by stockholders and regulatory agencies, retaining our employee talent is vital to the success of the combined company. And, consistent with the aim of integration planning, Jacobs is eager to learn in the coming months more about provisions each company has in place to foster healthy and productive work-life balance to the advantage of employees, clients and business.

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8. What happens if I have a currently pending sale request in my 401(k) account? [Posted 9/12/2017]

As previously announced, and in light of our proposed transaction with Jacobs, no further internal market or quarterly trades of CH2M stock will take place. We expect this transaction to close before the end of this calendar year, but we can’t yet predict exactly when. If the Merger Agreement is approved by stockholders and regulatory agencies, CH2M stock sell orders that have been placed at Fidelity and currently are pending within the 401(k) plan will be canceled upon closing of the transaction. If the acquisition of CH2M by Jacobs is not approved and therefore doesn’t close, your sell order will remain pending at Fidelity to be executed during the next CH2M internal market trade window established by the CH2M Board of Directors unless you revoke such sell order by contacting Fidelity at (800) 835-5098.

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9. Will we have benefits open enrollment for CH2M employees in the U.S. in the Fall of 2017? What about benefits enrollment periods in other countries? [Posted 9/12/2017]

We don’t expect this transaction to result in any changes to our employee’s compensation or benefit plans at this time, but Jacobs, with input from CH2M, will be evaluating our current compensation programs and benefits offerings in connection with planning for integration post-closing and will provide updates as information becomes available. As a result, we are proceeding with our typical benefits enrollment periods at this time. For example, the U.S. open enrollment period usually conducted in October will proceed in the normal course. Until further information is available, benefits enrollment periods in other countries will continue in the normal course while being evaluated.

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10. I have not used my U.S. floating holiday in 2017. Do I need to use it prior to the transaction close or can I use it as normal (sometime before mid-December)? [Posted 10/10/2017]

You do not have to use your U.S. floating holiday prior to the transaction close. You must, however, use it no later than Friday, December 15, 2017, which aligns with the normal cut off period for using your floating holiday.

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11. Where can I find information about the Severance Pay Plan that will remain in effect for CH2M employees for one year after the close of the transaction? [Posted 10/10/2017]

You can find the US Severance Pay plan here by going to the Virtual Office. Click the Employee Solution Center tab and then use the search function to find the U.S. Severance Pay Plan. For employees outside the U.S., statutory or contractual severance will be adhered to after the close of the transaction, as is the case today.

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12. CH2M frequently has a “soft close” in the US and in other countries in late December. Will we continue this practice for 2017? [Posted 10/10/2017]

Business, country and functional need dependent, CH2M will continue its practice of a “soft close” during the weeks of December 18, 2017 and December 25, 2017. We do anticipate this may be a busier time of year than usual due to the potential close of the transaction, and as such we would also anticipate that employees will need to be more flexible in scheduling time off. We encourage employees to rest and recharge during the end of the year holiday season, and to work with their supervisors in scheduling that time off. Jacobs follows a similar practice.

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13. The previous answers to several Q&As stated employee benefit plans will remain substantially similar in the aggregate, for at least one year following the completion of the transaction. Also, it was stated that the announcement of the proposed transaction wasn’t expected to result in any changes to benefit plans at this time. Now that several weeks have passed, can you provide any further detail regarding what this means? [Posted 10/10/2017]

While employee benefit plans are always subject to change at the Company’s discretion, Jacobs has communicated to CH2M that it is Jacobs’ intent to maintain the CH2M medical and dental programs for the remainder of 2017 and 2018. If the agreement with Jacobs is approved by CH2M stockholders and regulatory agencies and the transaction closes, the combined company will review the U.S. benefit programs during 2018 and will target offering integrated employee benefit plans beginning January 1, 2019. In other countries, the timing of employee benefit plan integration may occur sooner or later depending on multiple factors, such as applicable local employment laws, required notices, employment contracts, renewal dates, etc. If, post-closing, the combined company determines there are certain programs or holiday schedules that make sense to integrate sooner than our current expectations, we will communicate such decisions at that time.

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14. Will Jacobs allow U.S. Paid Time Off (PTO) banks to rollover? What about paid vacation and sick time in other countries? [Posted 10/10/2017]

For U.S. employees, if the agreement with Jacobs is approved by CH2M stockholders and regulatory agencies and the transaction closes, your current accrued but unpaid paid time off will be carried over when the transaction closes if you continue to be employed with the combined company following the closing of the transaction. The Merger Agreement provides that, in the event employees are, post-close, placed onto Jacobs’ paid time off or vacation policy, program, plan or arrangement, Jacobs will either continue to recognize any paid time off balance theretofore accrued with CH2M or, in lieu of such recognition, make a cash payment to the employee in an amount equal to any such accrued paid time off forfeited. In other countries, the local requirements and practices vary, and decisions will be made as necessary and appropriate to ensure compliance with local labor laws and employment contracts.

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15. What will happen to the INC, IDC and OMI defined benefit pension plans after the closing of the transaction? [Posted 10/10/2017]

The three defined benefit pension plans sponsored by CH2M have been frozen for most employees for quite some time. If the agreement with Jacobs is approved by CH2M stockholders and regulatory agencies and the transaction closes, we do not expect this transaction to result in any changes to the three defined benefit pension plans, but as part of the IMO planning stage, Jacobs and CH2M will be evaluating our current benefits plans and will update you as information becomes available.

Certain union employees may still be accruing defined benefit pension plan benefits under the OMI defined benefit pension plan based on their governing collective bargaining agreement. Any changes to such accruals would be subject to collective bargaining with the unions.

If you are a participant in the INC, IDC or OMI defined benefit pension plans, for more information on your defined benefit pension plan benefits, you can contact the CH2M HILL Pension Service Center at (888) 482-6632.

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Section 4 – PDSPP

1. What is the status of the Payroll Deduction Stock Purchase Plan (PDSPP)? [Posted 8/29/2017]

CH2M is terminating the current offering period under the PDSPP and will be refunding credited PDSPP deductions to participants. If the agreement with Jacobs is approved by stockholders and regulatory agencies, the PDSPP will terminate at the transaction closing date. CH2M has discontinued payroll deductions in relation to the PDSPP, and participants with credited PDSPP deductions can expect to receive a refund of those credited deductions no later than September 30, 2017.

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Section 5 – DCP/SERRP/ISVEU

1. What happens to the cash (non-CH2M common stock) portion of my Deferred Compensation Plan balance after the acquisition closes? [Posted 8/29/2017]

The acquisition will have no impact on the cash portion of your balance. The cash in your account will continue to be valued according to your investment elections.

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2. What happens to my distribution elections after the acquisition closes? [Posted 8/29/2017; Updated 9/12/2017]

It depends. Generally, we do not expect this transaction to result in any immediate changes to our employee benefit plans at this time, but Jacobs, with input from CH2M, will be evaluating our current benefits offerings and will provide updates as information becomes available. However, if the Merger Agreement is approved by CH2M stockholders and regulatory agencies, then for employee participants who experience a separation from service within two years following the close of the transaction, the participant will become 100% vested in his or her account and payment of his or her entire account will be made on a lump sum basis as soon as practical after termination of employment (and in any event within 60 days after the termination of employment date). If the DCP is terminated at some date after transaction close, each participant’s account shall become immediately due and payable, and a lump sum payout to participants of their accounts will occur. In the event of a termination of the DCP, distributions and the timing of payments to DCP participants will be dictated by the terms of the DCP and applicable laws and regulations.

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3. Will the acquisition impact my Deferred Compensation Plan distributions from the plan if I am already in payment stream? [Posted 8/29/2017]

It depends. Generally, we do not expect this transaction to result in any immediate changes to our employee benefit plans at this time, but Jacobs, with input from CH2M, will be evaluating our current compensation programs and benefits offerings and will provide updates as information becomes available. However, if the Merger Agreement is approved by CH2M stockholders and regulatory agencies, and if the DCP is terminated at some date after transaction close, each participant’s account shall become immediately due and payable, and a lump sum payout to participants of their accounts will occur, including for participants already in payment stream. In the event of a termination of the DCP, distributions and the timing of payments to DCP participants will be dictated by the terms of the DCP and applicable laws and regulations.

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4. What happens to my Deferred Compensation Plan balance if I separate from service after the acquisition closes? [Posted 8/29/2017; Updated 10/10/2017]

If the Merger Agreement is approved by CH2M stockholders and regulatory agencies, and assuming the DCP is not terminated, then for employee participants who experience a separation from service (other than for Cause) within two years following the close of the transaction, the participant will become 100% vested in his or her account and payment of his or her entire account will be made on a lump sum basis as soon as practical after termination of employment (and in any event within 60 days after the termination of employment date), unless you are a “specified employee” under Section 409A of the Internal Revenue Service Code.

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5. Will the tax treatment of Deferred Compensation Plan distributions change after the acquisition closes? [Posted 8/29/2017]

No, the tax treatment of DCP distributions will continue to be governed by IRS taxation rules, and will not change. Taxes will be withheld from distributions at supplemental tax rates per IRS and state tax regulations. Total taxes actually paid at the time a participant files his or her taxes will vary based on individual income tax brackets. DCP participants are encouraged to seek their own financial and/or tax planning advice.

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6. Will I be able to roll my Deferred Compensation Plan balance into another retirement plan after the acquisition closes? [Posted 8/29/2017]

No, DCP balances cannot be rolled tax-free into any other plan under any circumstances because IRS regulations prohibit it. There is no specific provision in the Tax Code that allows a non-qualified plan balance to be rolled over on a tax-free basis. Only balances from qualified plans, such as a 401(k), can be rolled over to other qualified plans on a tax-free basis.

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7. What happens to my Deferred Compensation Plan account if the plan is terminated? [Posted 8/29/2017]

At this time, there has been no decision made as to whether the DCP will be continued, frozen or terminated. We do not expect this transaction to result in any immediate changes to our employee benefit, but Jacobs, with input from CH2M, will be evaluating our current compensation programs and benefits offerings and will provide updates as information becomes available. (See answer to Section 5 – Deferred Compensation Program, Question 3, above.)

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8. How will my shares in the Deferred Compensation Plan (DCP) and/or Supplemental Executive Retirement and Retention Plan (SERRP) be voted? And will I be able to make an election for the stock held in my DCP and/or SERRP account(s)? [Posted 9/12/2017]

Information regarding the voting and election of shares registered in the name of the DCP/SERRP trust will be set out in the definitive proxy statement/prospectus to be mailed to stockholders following clearance by the SEC. (See answer to Section 1 – Stock/Proxy, Question 11, above.)

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9. How will my International Share Value Equivalent Units (ISVEUs) be voted? And will I be able to make an election for my International Share Value Equivalent Units (ISVEUs)? [Posted 9/12/2017]

Information regarding the voting and election of shares registered in the name of the ISVEU plan trust will be set out in the definitive proxy statement/prospectus to be mailed to stockholders following clearance by the SEC. (See answer to Section 1 – Stock/Proxy, Question 11, above.)

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Section 6 – Updating Information

1. If I am a CH2M stockholder, who do I contact to ensure my ownership account information is up to date? [Posted 8/29/2017]

Computershare
Purpose: To change contact, deposit and account information related to CH2M directly held stock, stock options, restricted stock, and Phantom Stock/SARs and ISVEUs.

Hours of Operation: Monday-Friday, 3:00 AM EDT to 9:15 PM EDT
Phone: 1.844.549.2426 (CH2M) (Toll Free)
Phone: 1.781.575.3087 (International)
Web: www.computershare.com/ch2m

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2. If I am a participant in the 401(K) Plan, who do I contact to ensure my account information is up to date? [Posted 8/29/2017]

Who: Fidelity Investments
Purpose: To change contact information related to your 401(k) account.

Phone: 1.800.835.5098 or via their website

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3. If I am a participant in the Deferred Compensation Plan (DCP), who do I contact to ensure my account information is up to date? [Posted 8/29/2017]

Who: Newport's Participant Service Center
Purpose: To change contact information related to your Deferred Compensation Plan (DCP) account.

Phone: 1.800.230.3950

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4. If I am a participant in the Senior Executive Retirement and Retention Plan (SERRP), who do I contact to ensure my account information is up to date? [Posted 8/29/2017]

Who: Newport's Participant Service Center
Purpose: To change contact information related to your Deferred Compensation Plan (DCP) account.

Phone: 1.800.230.3950

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5. Who do I contact to receive CH2M investor relations information and to sign-up to receive CH2M investor relations alerts? [Posted 8/29/2017]

Who: CH2M Investor Relations website
Purpose: To receive the latest CH2M investor relations information and to sign-up to receive ir.ch2m.com email alerts.

Please sign up to receive alerts at ir.ch2m.com to be notified of new information.

To change your email address already on file at ir.ch2m.com, please “unsubscribe” from emails received from CH2M Stockholder, and sign up per the above with a new email address

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6. Who do I contact to update my contact information of file with CH2M? [Posted 8/29/2017]

Who: EmployeeConnect
Purpose: To change contact information on file with CH2M for current employees and alumni (note, this will not update any records related to Computershare (stockholders), Fidelity (401(k)), or Newport (DCP/SERRP).

Hours of Operation: Monday-Friday, 7 am to 5 pm MDT
Phone: 720.286.4411 (Direct)
Phone: 877.586.4411 (Toll Free)

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Section 7 – General

1. I submitted a specific question that has not been individually answered. When will we have details to answer very specific questions that employees have about various compensation and benefit programs? [Posted 9/12/2017]

We are tracking all questions that come into OurFuture@CH2M.com and many questions are very specific to individual situations and/or are hypothetical scenarios. As you know from reading the various communications from the Integration Management Office (IMO), we are in the planning phase. As part of planning, we will identify various work streams that are associated with many of the areas employees are asking questions about. For example, we expect there to be a work stream on benefits. We do not expect to have answers to specific questions (e.g., will we keep our 401(k), will PTO accruals stay the same, will we retain transit vouchers, will our travel policy remain the same, etc.) immediately. Please keep in mind that we don’t expect this transaction to result in any changes to our employee’s compensation or benefit plans at this time, but Jacobs, with input from CH2M, will be evaluating our current compensation programs and benefits offerings, as well as benchmarking within the market, in connection with planning for integration post-closing. We expect to provide updates as information becomes available, but we also want to set expectations that recommendations and decisions may not, in many cases, be made until sometime in 2018. If recommendations and decisions are made prior to that, we will communicate with any impacted employee populations.

See also “What will happen to my pay and benefits?” in the FAQs that were posted when the Merger Agreement was announced.

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2. When will employees know if they have a role with Jacobs and how will employees be selected? [Posted 9/12/2017]

As you may have heard, Jacobs has organized an Integration Management Office (IMO) comprised of both Jacobs and CH2M personnel to plan for the integration of the two firms. During this planning stage, the IMO will work on future organizational design and structure, but Jacobs can’t implement anything until after the transaction closes. If the agreement with Jacobs is approved by stockholders and regulatory agencies, the combined company will have many clients to serve after the transaction closes. Meanwhile, Jacobs and CH2M remain two separate, independent companies, competing in the marketplace business as usual, each of which continue to win and deliver great work. This means that for each company now, and following the close of the transaction if approved, retaining talent as a combined company is and will remain critical. Indeed, between CH2M and Jacobs, there are roughly 4,000 open requisitions; both companies are in hiring mode! Although there is never a guarantee that every role will continue, both CH2M and Jacobs leaders believe that this transaction presents excellent opportunities for employees to grow and develop their careers. Jacobs places utmost priority on retaining CH2M’s very talented employees to build upon the best practices of both firms collectively. If approved, the value of the combined organization is expected to bring great opportunities for most CH2M employees. As emphasized by Jacobs Chairman and CEO Steve Demetriou, the combination of CH2M with Jacobs is all about accelerating growth, leveraging our joint capabilities to outperform the competition, win business and work on the most exciting projects and programs around the world.

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3. Is CH2M continuing to hire? [Posted 9/12/2017]

Yes, CH2M is absolutely continuing to hire. CH2M is actively recruiting for client-facing roles. We have over 1,000 requisitions open and we need your help in continuing to hire great employees.

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4. Will we continue with our normal year-end processes such as MyJourney performance evaluations, merit increases through CWB, and awarding bonuses? [Posted 9/12/2017]

Yes, we will continue with most of our year-end processes, but they may look a little different. HR is working with the business to develop approaches that will be most beneficial to our employees. Bonuses under our incentive compensation plans – Long Term Incentive Plan, Annual Incentive Plan and Performance Bonus Program – will be paid in accordance with the terms of the Merger Agreement. Notably, the continued achievement of CH2M’s corporate performance metric targets for Free Cash Flow and New Gross Margin In remains critically important, and as such we will continue with our year-end performance reviews, though likely modified. Because our merits increases are normally made during the April timeframe, and we expect the transaction to close before then if approved by stockholders and regulatory agencies, we will be working with Jacobs to coordinate a process to apply after closing that is best for the combined employee population.

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5. Will the Manager of Talent (MoT) and Manager of Projects (MoP) roles be maintained at Jacobs? [Posted 9/12/2017]

We don’t know the specifics of how the business will be structured at this time. This will be one of many topics that the Integration Management Office (IMO) will be responsible for evaluating during the pre-transaction close planning phase, but no decision, if any, can be implemented until after the transaction closes, if approved. The IMO will continue to communicate with employees of both companies as the planning process moves forward.

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6. Employees have asked numerous questions about Jacobs such as: What is their bonus structure? What are their employee network groups? Will we use our same vendors for contingent labor? Will we continue to use our own tools e.g., Pricer? Does Jacobs have tuition reimbursement? Will our job grades change? etc. [Posted 10/10/2017]

Because we are in the integration planning stage, we are at the very beginning of exploring what is similar and what is different as it relates to employee programs. And, there are so many programs and processes, that it is going to take time to evaluate each program. It is important to remember that, if approved by CH2M stockholders and regulatory agencies and the transaction closes, the combined organization of Jacobs and CH2M will not automatically default to Jacobs’ programs (nor CH2M’s programs). The IMO is committed to reviewing the various programs during the planning stage and will make decisions for post transaction close implementation that are in the best interest of the combined firm and its employees. Those decisions at times may be to assume a program or process that Jacobs uses. In other instances, the decision may be to take on a program or process that CH2M uses. And at other times, an entirely new program or process may be implemented. When decisions are made and can be communicated, we plan to let employees know.

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Additional Information and Where to Find It

In connection with the proposed acquisition of CH2M by Jacobs pursuant to the terms of an Agreement and Plan of Merger by and among CH2M, Jacobs and Merger Sub, Jacobs filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Form S-4”) on September 19, 2017 that contains a proxy statement of CH2M and a prospectus of Jacobs, which proxy statement/prospectus will be mailed or otherwise disseminated to CH2M’s stockholders when it becomes effective. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS) BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT JACOBS, CH2M AND THE MERGER. Investors may obtain free copies of the current proxy statement/prospectus, as well as other filings containing information about Jacobs and CH2M, without charge, at the SEC’s Internet website (http://www.sec.gov). Copies of these documents may also be obtained for free from the companies’ websites at www.jacobs.com or www.ch2m.com.

Participants in Solicitation

Jacobs, CH2M and their respective officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of CH2M in connection with the proposed transaction. Information about Jacobs’ executive officers and directors is set forth in its Annual Report on Form 10-K, which was filed with the SEC on November 22, 2016 and its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on December 9, 2016. Information about CH2M’s executive officers and directors is set forth in its Annual Report on Form 10-K, which was filed with the SEC on March 7, 2017, and the proxy statements for its 2017 annual meeting of stockholders, which was filed with the SEC on April 24, 2017. Investors may obtain more detailed information regarding the direct and indirect interests of Jacobs, CH2M and their respective executive officers and directors in the acquisition by reading the preliminary and definitive proxy statement/prospectus regarding the proposed transaction filed with the SEC. You may obtain free copies of these documents as described in the preceding paragraph.

No Offer or Solicitation

This document relates to a proposed business combination between Jacobs and CH2M. This document is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This document is not a substitute for the proxy statement/prospectus or any other document that Jacobs may file with the SEC in connection with the proposed transaction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Forward-Looking Statements

Certain statements contained in this document constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. Statements made in this document that are not based on historical fact are forward-looking statements, including statements regarding whether and when the proposed transaction between Jacobs and CH2M will be consummated and the anticipated benefits thereof. Although such statements are based on management's current estimates and expectations, and currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain, and you should not place undue reliance on such statements as actual results may differ materially. We caution the reader that there are a variety of risks, uncertainties and other factors that could cause actual results to differ materially from what is contained, projected or implied by our forward-looking statements. The potential risks and uncertainties include, among others, the possibility that CH2M may be unable to obtain required stockholder approval or that other conditions to closing the transaction may not be satisfied, such that the transaction will not close or that the closing may be delayed; general economic conditions; the possibility of unexpected costs, liabilities or delays in connection with the transaction; risks that the transaction disrupts current plans and operations of the parties to the transaction; the ability to recognize the benefits of the transaction; the amount of the costs, fees, expenses and charges related to the transaction and the actual terms of any financings that will be obtained for the transaction; the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement. For a description of some additional factors that may occur that could cause actual results to differ from forward-looking statements see the proxy statement/prospectus, Jacobs’ Annual Report on Form 10-K for the period ended September 30, 2016 and CH2M’s Annual Report on Form 10-K for the period ended December 30, 2016, and in particular the “Risk Factors” discussions thereunder as well as Jacobs’ and CH2M’s other filings with the Securities and Exchange Commission. Neither Jacobs nor CH2M is under any duty to update any of the forward-looking statements after the date of this document to conform to actual results, except as required by applicable law.

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

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Lorrie Crum
9191 South Jamaica Street
Englewood, CO 80112
USA

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