UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2013 |
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
Commission file number 1-33447
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address to its principal executive office:
AECOM TECHNOLOGY CORPORATION
555 South Flower Street, Suite 3700
Los Angeles, California 90071
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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AECOM TECHNOLOGY CORPORATION | |
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RETIREMENT & SAVINGS PLAN | |
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Dated: June 27, 2014 |
By: |
/s/ Bernie Knobbe |
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Bernie Knobbe |
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Vice President, Global Benefits |
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Chairman, Americas Stock and Pension Committee |
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AECOM Technology Corporation |
AECOM Technology Corporation
Retirement & Savings Plan
Financial Statements as of
December 31, 2013 and 2012
and for the Year Ended December 31, 2013,
Supplemental Schedule as of December 31, 2013 and
Report of Independent Registered Public Accounting Firm
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
Report of Independent Registered Public Accounting Firm
To the Americas Stock and Pension Committee
AECOM Technology Corporation Retirement & Savings Plan
We have audited the accompanying statements of net assets available for benefits of AECOM Technology Corporation Retirement & Savings Plan (the Plan) as of December 31, 2013 and 2012, and the related statement of changes in net assets available for benefits for the year ended December 31, 2013. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2013 and 2012, and the changes in net assets available for benefits for the year ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2013 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ McGladrey LLP |
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Los Angeles, California |
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June 27, 2014 |
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AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2013 AND 2012
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2013 |
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2012 |
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ASSETS: |
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Investmentsat fair value (Notes B, C, D and E) |
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$ |
1,876,711,291 |
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$ |
1,597,705,852 |
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Receivables: |
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Notes from participants (Note A) |
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15,294,598 |
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15,179,587 |
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Other receivables |
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543,178 |
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Accrued income |
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276,309 |
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162,536 |
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Total receivables |
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15,570,907 |
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15,885,301 |
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Total assets |
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1,892,282,198 |
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1,613,591,153 |
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LIABILITIES: |
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Payables: |
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Other payables |
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102,968 |
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Accrued expenses |
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150,821 |
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Total payables |
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253,789 |
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Net Assets Available for Benefitsat fair value |
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1,892,028,409 |
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1,613,591,153 |
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Adjustment from fair value to contract value for interest in a collective investment trust relating to fully benefit-responsive investment contracts |
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(1,491,446 |
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(2,678,383 |
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Net Assets Available for Benefits |
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$ |
1,890,536,963 |
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$ |
1,610,912,770 |
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See notes to financial statements.
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2013
ADDITIONS TO NET ASSETS ATTRIBUTED TO: |
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INVESTMENT INCOME (Note C) |
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Net appreciation in fair value of investments |
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$ |
304,765,382 |
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Interest and dividends |
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50,327,309 |
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Net investment income |
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355,092,691 |
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INTEREST INCOME ON NOTES RECEIVABLE FROM PARTICIPANTS |
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630,344 |
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CONTRIBUTIONS: |
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Employer |
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22,887,971 |
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Employee |
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89,997,208 |
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Total contributions |
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112,885,179 |
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Total additions |
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468,608,214 |
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: |
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Benefits paid to participants (Note F) |
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(188,238,188 |
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Administrative expenses |
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(745,833 |
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Total deductions |
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(188,984,021 |
) | |
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NET INCREASE |
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279,624,193 |
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NET ASSETS AVAILABLE FOR BENEFITS: |
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Beginning of year |
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1,610,912,770 |
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End of year |
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$ |
1,890,536,963 |
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See notes to financial statements.
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
YEAR ENDED DECEMBER 31, 2013
A. DESCRIPTION OF THE PLAN
The following brief description of AECOM Technology Corporation Retirement & Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement and the Summary Plan Description for more complete information.
General The Plan is a defined contribution plan that was established to provide benefits to eligible employees of AECOM Technology Corporation (AECOM or the Company) and various subsidiaries meeting certain age and employment requirements. The Plan is administered by the Americas Stock and Pension Committee appointed by the AECOM Board of Directors. The Plan is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
The Plan is intended to qualify as a defined contribution plan (and an eligible individual account plan, as defined in Section 407(d)(3) of ERISA) which is qualified and exempt from taxation under Section 401(a) and 501(a) of the Internal Revenue Service Code (the Code) and is intended to qualify as a profit sharing plan which may, but need not, invest up to 100% in shares of stock of the Company which meet the requirements for qualifying employer securities under Section 407(d)(5) of ERISA. Assets of the Plan, except for assets in the separately managed accounts, are held by Bank of America, N.A. (the Trustee), and assets in the separately managed accounts are held by Northern Trust Corporation (the Custodian).
Each participant is entitled to exercise voting rights attributable to the Company shares allocated to his or her account and is notified by the Trustee prior to the time that such rights are to be exercised. The Trustee, at its discretion, is permitted to vote for any share for which instructions have not been given by a participant.
Eligibility Employees become eligible to participate in the Plan on the first day of the second calendar month of service. If the employee decides not to participate when they are first eligible, they may begin participating anytime, provided they are an eligible employee of the Company on that date. Eligible employee shall mean a person who is an employee of the Company working 20 hours or more per week, excluding (i) any leased employee described in Section 414(n) of the Code, (ii) any employee who is covered by a collective bargaining agreement between employee representatives and the Company unless such bargaining agreement specifically provides otherwise, (iii) any employee who is compensated on an hourly rate or other rate basis if such employee is not included in a designated eligible payroll classification code so designated by the Company, and (iv) any person who is a non-resident alien who receives no earned income (within the meaning of Code Section 911(b)) from sources within the United States.
Employee Contributions:
After-Tax Contributions Participants may elect to make after-tax contributions in percentages from 0.5% to 50% of compensation.
Tax-Deferred Contributions Participants may elect to make tax-deferred contributions in percentages from 0.5% to 50% of eligible compensation limited to a maximum annual amount specified by the Code ($17,500 in 2013).
Roth Contributions Participants may elect to make Roth contributions in percentages from 0.5% to 50% of eligible compensation.
The total of all participant contributions is limited to 50% of employee compensation.
Catch-Up Contributions Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions (limited to $5,500 in 2013).
Participants may also contribute amounts representing rollovers from other qualified plans.
Participant Accounts An account is maintained for each participant, which is credited with the participants contributions and rollovers, the Company match, and allocations of the earnings, and charged with allocations of Plan losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined.
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2013
A. DESCRIPTION OF THE PLAN (Concluded)
Employer Contributions The participants pre-tax, Roth, and after-tax contributions made to the Plan up to 6% of eligible compensation are matched 50% by the Company. The Companys match is allocated 50% to the participants selected investment allocations and 50% to Company common stock. Company common stock is acquired on the open market.
Vesting Participants contributions and rollovers, and the earnings thereon, are at all times vested in such participants accounts. A participant is 100% vested in any Company matching contributions after three years of credited service (0% up to three years) or upon attaining age 65, becoming disabled or deceased while employed at the Company. Vesting of Company contributions and earnings thereon are based on years of continuous service. The portion of a participants account balance that is not vested upon termination of employment is forfeited at the time the participant receives a distribution or as of the end of the plan year in which the participant incurs five consecutive breaks in service, whichever occurs first. These unvested forfeited Company contributions are accumulated in the forfeiture account and are available to reduce subsequent Company contributions. The balance in the forfeiture account was $648,408 and $171,703 at December 31, 2013 and 2012, respectively. The forfeited amounts applied to reduce the Companys contributions for the year ended December 31, 2013 was $878,361.
Notes Receivable from Participants Active participants may obtain loans from the Plan with the consent of the Plan Administrator. The minimum loan amount permitted is $1,000; the maximum is the lesser of $50,000 or 50% of the participants vested account balance. The interest rates are no less than 1% over the prime rate as provided by Merrill Lynch Investments. The repayment period of such loans cannot exceed five years, unless the proceeds are used to buy the participants principal residence, in which case longer terms, up to 20 years, are allowed. These loans are secured by a promissory note from the participant and his or her vested interest in the Plan. A note in default becomes a distribution and is considered a taxable event subject to all taxes and penalties applicable to such distributions. The notes are recorded at cost plus accrued interest.
Accounting guidance requires that the participant loans be classified as notes receivable from participants, which are segregated from plan investments. Notes receivable from participants have been classified as an investment asset for the Form 5500 reporting purposes.
Distributions Generally, distributions are made when a participant terminates employment, becomes disabled, dies, or turns age 59-1/2 (in the event of death, payment shall be made to his or her beneficiary or, if none, to his or her legal representatives). Distributions are made in one single lump-sum in the form of cash or in-kind distribution. Annuity distribution options for members of certain acquired companies, provided in previously merged plans, were grandfathered as a protected benefit. Certified hardship withdrawals are permitted on vested amounts for certain substantiated financial reasons. If the participant takes a hardship withdrawal, the participant will be suspended from making further contributions to the Plan for a six-month period.
B. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting The accompanying financial statements have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States of America.
As described in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) No. 962-325, Plan Accounting Defined Contribution Pension Plans, Investments-Other (ASC 962-325), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in these investment contracts through collective investment trusts.
As required by ASC 962-325, the Statements of Net Assets Available for Benefits present the fair value of the investment in the collective investment trusts as well as the adjustment of the investment in the collective investment trusts from fair value to contract value relating to fully benefit-responsive investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis for fully benefit-responsive investment contracts.
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2013
B. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Investments Valuation and Income Recognition Other than the fully benefit-responsive investment contracts, as described previously, investments held by the Plan are reported at fair value. Fair value of AECOM common stock is based on publicly quoted market prices. Fair value of mutual funds is based on quoted market prices. Investments in collective investment trusts are stated at net asset value of the applicable fund as determined by the administrator of the collective trust. The cost of investments sold or distributed is determined on the basis of average cost for each participant. Purchases and sales of securities are reflected on the trade date. Transactions pending clearing with brokers not settled at year-end are recorded as other receivables or payables on the statement of net assets available for benefits. Dividends are recorded on the ex-dividend date. Interest income is recorded as earned. Net appreciation or depreciation in fair value of investments includes the Plans gains and losses on investments bought and sold as well as held during the year.
Payment of Benefits Benefits are recorded when paid by the Plan.
Administrative Expenses The Plan incurs monthly recordkeeping and administrative expenses. Specific participant transaction expenses are deducted from participant accounts directly. Plan expenses that cannot be directly charged to a specific participant transaction may be paid, in whole or in part, from revenue sharing payments that the Plan receives from certain participating funds. For the year ended December 31, 2013, the Plan incurred $745,833 of recordkeeping and administrative expenses.
Fair Value Measurements The Plans investments, which are stated at fair value, are disclosed in accordance with the established framework and disclosure requirements described in the FASB ASC No. 820-10, Fair Value Measurements and Disclosures (ASC 820-10), which defines fair value, establishes a framework for measuring fair value under current accounting pronouncements that require or permit fair value measurement and enhances disclosures about fair value measurements. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction value hierarchy which requires an entity to maximize the use of observable inputs when measuring fair value.
The standard describes three levels of inputs that may be used to measure fair value:
Level 1 Inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date;
Level 2 Inputs to the valuation methodology include:
· quoted prices for similar assets or liabilities in active markets;
· quoted prices for identical or similar assets or liabilities in inactive markets;
· inputs other than quoted prices that are observable for the asset or liability;
· inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability and the reporting entity makes estimates and assumptions related to the pricing of the asset or liability including assumptions regarding risk.
A financial instruments level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2013
B. SIGNIFICANT ACCOUNTING POLICIES (Continued)
The following is a description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.
AECOM Technology Corporation Common Stock
AECOM common stock is valued at the closing price reported on the New York Stock Exchange (NYSE) Composite Listing and is classified within Level 1 of the valuation hierarchy.
Mutual Funds
A mutual fund is an investment company registered under the Investment Company Act of 1940 that pools the capital of many investors and invests it in stocks, bonds, short-term money market instruments, and/or other securities. These investments are public investment vehicles valued using the Net Asset Value (NAV) provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV is a quoted price in an active market and classified within Level 1 of the valuation hierarchy.
Collective Investment Trusts
A collective investment trust is a trust for the collective investment and reinvestment of assets contributed from employee benefit plans maintained by more than one plan. These investments are valued using the NAV provided by the administrator of the collective trust. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV is classified within Level 2 of the valuation hierarchy because the NAVs unit price is quoted on a private market that is not active. The composition and valuation of the collective investment trusts that were classified as Level 2 are described in Note D.
Separately Managed Accounts
Separately managed accounts are not mutual funds registered under the Investment Company Act of 1940, but instead are individual managed investment accounts managed by an investment adviser. The underlying investments include investments in publicly traded common stock, in both domestic and foreign markets, and in money market funds. The fair values of the underlying assets of the separately managed accounts are priced by the investment advisor using the last quoted sale price listed or regularly traded on a securities exchange or in the over-the-counter market or, for certain markets, the official closing price at the time the valuations are made. Because the underlying assets are valued using quoted prices available in active markets, they are classified within Level 1.
Money Market Funds
These investments are public investment vehicles valued using $1 for the NAV. The NAV is a quoted price in active markets. The money market funds are classified within Level 1 of the valuation hierarchy.
Common Stocks
Common stocks are valued at the closing quoted price reported on active markets and are classified within Level 1 of the valuation hierarchy.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although Plan management believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2013
B. SIGNIFICANT ACCOUNTING POLICIES (Concluded)
Transfers Between Levels The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions of model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period. We evaluate the significance of transfers between levels based on the nature of the financial instruments size or the transfer relative to total net assets available for benefits. For the years ended December 31, 2013 and 2012, there were no transfers between levels.
C. INVESTMENTS
The Plans investments that represented 5% or more of the Plans net assets available for benefits as of December 31, 2013 and 2012 are as follows:
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2013 |
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2012 |
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*AECOM Technology Corporation Common Stock |
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$ |
227,237,635 |
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$ |
239,389,532 |
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Fidelity Investments Growth Company Fund (Mutual Fund) |
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183,468,311 |
|
142,791,235 |
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Fidelity Investments Balanced Fund (Mutual Fund) |
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123,366,536 |
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109,915,532 |
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PIMCO Total Return Fund Institutional Class Fund (Mutual Fund) |
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108,905,225 |
|
124,363,202 |
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Fidelity Investments Managed Income Portfolio II Class IV Fund (Collective Investment Trust) |
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105,953,666 |
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|
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Vanguard Institutional Index Fund (Mutual Fund) |
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96,480,046 |
|
** |
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Oakmark Fund Class I (Mutual Fund) |
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96,298,631 |
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** |
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Fidelity Investments Blended Stable Value Fund (Collective Investment Trust) |
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98,761,508 |
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*Portion of investments are non-participant directed.
**The balance was less than 5% of the Plans net assets in the year indicated.
During the year ended December 31, 2013, the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value, as follows:
AECOM common stock |
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$ |
58,700,293 |
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Collective investment trusts |
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19,741,232 |
| |
Common stocks |
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9,601,420 |
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Separately managed accounts |
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6,198,481 |
| |
Mutual funds |
|
210,523,956 |
| |
|
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|
| |
Net appreciation in fair value of investments |
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$ |
304,765,382 |
|
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2013
D. FAIR VALUE MEASUREMENTS
Below are the Plans investments carried at fair value on a recurring basis by the ASC 820-10 fair value hierarchy levels described in Note B.
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As of December 31, 2013 |
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Quoted Prices in |
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Significant |
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Significant |
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Total |
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AECOM common stock |
|
$ |
227,237,635 |
|
$ |
|
|
$ |
|
|
$ |
227,237,635 |
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|
|
|
|
|
|
|
|
|
| ||||
Mutual funds: |
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|
|
|
|
|
|
|
| ||||
Growth funds |
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389,099,361 |
|
|
|
|
|
389,099,361 |
| ||||
Money market funds |
|
68,268,315 |
|
|
|
|
|
68,268,315 |
| ||||
Blend funds |
|
739,178,501 |
|
|
|
|
|
739,178,501 |
| ||||
Fixed income funds |
|
109,146,318 |
|
|
|
|
|
109,146,318 |
| ||||
Total mutual funds |
|
1,305,692,495 |
|
|
|
|
|
1,305,692,495 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Collective investment trusts |
|
|
|
105,953,666 |
|
|
|
105,953,666 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Self-directed brokerage accounts |
|
|
|
|
|
|
|
|
| ||||
Mutual Funds |
|
|
|
|
|
|
|
|
| ||||
Growth funds |
|
6,307,023 |
|
|
|
|
|
6,307,023 |
| ||||
Money market funds |
|
17,698,134 |
|
|
|
|
|
17,698,134 |
| ||||
Blend funds |
|
2,527,992 |
|
|
|
|
|
2,527,992 |
| ||||
Fixed income funds |
|
5,211,653 |
|
|
|
|
|
5,211,653 |
| ||||
Other funds |
|
2,973,174 |
|
|
|
|
|
2,973,174 |
| ||||
Common Stocks |
|
|
|
|
|
|
|
|
| ||||
Financials |
|
4,238,408 |
|
|
|
|
|
4,238,408 |
| ||||
Technology |
|
8,368,405 |
|
|
|
|
|
8,368,405 |
| ||||
Energy |
|
2,538,896 |
|
|
|
|
|
2,538,896 |
| ||||
Materials |
|
2,139,433 |
|
|
|
|
|
2,139,433 |
| ||||
Industrials |
|
4,954,452 |
|
|
|
|
|
4,954,452 |
| ||||
Consumer |
|
6,121,840 |
|
|
|
|
|
6,121,840 |
| ||||
Healthcare |
|
2,347,242 |
|
|
|
|
|
2,347,242 |
| ||||
Exchange traded funds |
|
39,014,161 |
|
|
|
|
|
39,014,161 |
| ||||
Other |
|
2,771,136 |
|
|
|
|
|
2,771,136 |
| ||||
Total self-directed brokerage accounts |
|
107,211,949 |
|
|
|
|
|
107,211,949 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Separately managed accounts |
|
|
|
|
|
|
|
|
| ||||
Mutual funds |
|
|
|
|
|
|
|
|
| ||||
Money market funds |
|
4,507,625 |
|
|
|
|
|
4,507,625 |
| ||||
Common stocks |
|
|
|
|
|
|
|
|
| ||||
Financials |
|
32,369,267 |
|
|
|
|
|
32,369,267 |
| ||||
Technology |
|
16,338,221 |
|
|
|
|
|
16,338,221 |
| ||||
Energy |
|
9,470,933 |
|
|
|
|
|
9,470,933 |
| ||||
Materials |
|
6,420,620 |
|
|
|
|
|
6,420,620 |
| ||||
Industrials |
|
20,023,274 |
|
|
|
|
|
20,023,274 |
| ||||
Consumer |
|
22,734,822 |
|
|
|
|
|
22,734,822 |
| ||||
Healthcare |
|
14,698,600 |
|
|
|
|
|
14,698,600 |
| ||||
Other |
|
4,052,184 |
|
|
|
|
|
4,052,184 |
| ||||
Total separately managed accounts |
|
130,615,546 |
|
|
|
|
|
130,615,546 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total investments at fair value |
|
$ |
1,770,757,625 |
|
$ |
105,953,666 |
|
$ |
|
|
$ |
1,876,711,291 |
|
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2013
D. FAIR VALUE MEASUREMENTS (Continued)
|
|
As of December 31, 2012 |
| ||||||||||
|
|
Quoted Prices in |
|
Significant |
|
Significant |
|
Total |
| ||||
AECOM common stock |
|
$ |
239,389,532 |
|
$ |
|
|
$ |
|
|
$ |
239,389,532 |
|
|
|
|
|
|
|
|
|
|
| ||||
Mutual funds: |
|
|
|
|
|
|
|
|
| ||||
Growth funds |
|
295,512,934 |
|
|
|
|
|
295,512,934 |
| ||||
Money market funds |
|
71,180,769 |
|
|
|
|
|
71,180,769 |
| ||||
Blend funds |
|
622,034,706 |
|
|
|
|
|
622,034,706 |
| ||||
Fixed income funds |
|
124,363,202 |
|
|
|
|
|
124,363,202 |
| ||||
Total mutual funds |
|
1,113,091,611 |
|
|
|
|
|
1,113,091,611 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Collective investment trusts |
|
|
|
176,451,285 |
|
|
|
176,451,285 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Self-directed brokerage accounts |
|
|
|
|
|
|
|
|
| ||||
Mutual Funds |
|
|
|
|
|
|
|
|
| ||||
Growth funds |
|
6,334,262 |
|
|
|
|
|
6,334,262 |
| ||||
Money market funds |
|
14,991,587 |
|
|
|
|
|
14,991,587 |
| ||||
Blend funds |
|
1,783,549 |
|
|
|
|
|
1,783,549 |
| ||||
Fixed income funds |
|
3,286,655 |
|
|
|
|
|
3,286,655 |
| ||||
Other funds |
|
1,540,789 |
|
|
|
|
|
1,540,789 |
| ||||
Common Stocks |
|
|
|
|
|
|
|
|
| ||||
Financials |
|
3,045,770 |
|
|
|
|
|
3,045,770 |
| ||||
Technology |
|
4,518,108 |
|
|
|
|
|
4,518,108 |
| ||||
Energy |
|
1,797,684 |
|
|
|
|
|
1,797,684 |
| ||||
Materials |
|
1,636,037 |
|
|
|
|
|
1,636,037 |
| ||||
Industrials |
|
1,799,706 |
|
|
|
|
|
1,799,706 |
| ||||
Consumer |
|
3,425,473 |
|
|
|
|
|
3,425,473 |
| ||||
Healthcare |
|
1,155,497 |
|
|
|
|
|
1,155,497 |
| ||||
Exchange traded funds |
|
21,514,381 |
|
|
|
|
|
21,514,381 |
| ||||
Other |
|
1,943,926 |
|
|
|
|
|
1,943,926 |
| ||||
Total self-directed brokerage accounts |
|
68,773,424 |
|
|
|
|
|
68,773,424 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total investments at fair value |
|
$ |
1,421,254,567 |
|
$ |
176,451,285 |
|
$ |
|
|
$ |
1,597,705,852 |
|
The composition and valuation of the collective investment trusts that were classified as Level 2 as of December 31, 2013 and 2012 in the tables above are described below.
Fidelity Investments Managed Income Portfolio II Class IV Fund and Blended Stable Value Fund (Collective Investment Trusts)
During the years ended December 31, 2013 and 2012, the Plan held investments in the Fidelity Investments Blended Stable Value Fund. The Blended Stable Value Fund represented an investment in the Fidelity Investments Managed Income Portfolio II Class II, which is a commingled pool of net assets in the Fidelity Group Trust for Employee Benefit Plans and are managed by Fidelity Management Trust Company (FMTC). During the year ended December 31, 2013, the Blended Stable Value Fund was renamed to Fidelity Investments Managed Income Portfolio II (MIP II) and was switched from Class II to Class IV. Each share Class represents an investment in the same portfolio of assets, but with different fee and/or expense structures. MIP IIs investment objective is to seek the preservation of capital and to provide a competitive level of income over time that is consistent with the preservation of capital. MIP II invests in short-term bonds and other fixed income securities such as U.S. treasury bonds, government agency securities, corporate bonds, mortgage-backed securities, commercial mortgage-backed securities, asset-backed securities and derivative instruments, including futures, options and swaps. A portion of MIP II is invested in cash equivalents represented by shares in money market funds to provide daily liquidity and help maintain a stable NAV. The MIP II Fund is credited with contributions from participants and earnings on the underlying investments and charged for participant withdrawals and administrative expenses. MIP II enters into third party liquidity agreements, commonly referred to as wrap contracts, issued by insurance companies and other financial institutions. The issuer of the wrap contract guarantees a minimum
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2013
D. FAIR VALUE MEASUREMENTS (Concluded)
rate of return and provides full benefit responsiveness, provided that all terms of the wrap contract have been met. The FMTC normally seeks to minimize the exposure of MIP II to wrap related credit risk through diversification of the wrap contracts across an approved group of issuers, but may have a single wrap issuer for all of the funds underlying assets. The wrap contracts accrue interest using crediting interest rates which is based upon a formula agreed with the issuer of the wrap contract with the requirement that the interest rates may not be less than zero percent. Crediting interest rates are reset monthly. A wrap issuer may terminate a wrap contract at any time. The fair value of the MIP II Fund equals the total of the fair values of the underlying assets plus wrap contracts. The fair values of the underlying assets of the MIP II, other than the wrap contracts, are priced using independent third party pricing services or brokers approved by FMTC to value its investments. The investment in wrap contracts are measured at fair valued using a discounted cash flow model that considers recent fee bids as determined by recognized dealers, discount rate, and the duration of the underlying portfolio securities.
The average yields earned by the Plan for all investments held by the MIP II Fund was approximately 1.59% and 1.73% for the year ended December 31, 2013 and 2012, respectively. The average yields earned by the Plan for all investments held by the MIP II Fund based on the actual interest rates credited to the participants was approximately 1.14% and 1.28% for the year ended December 31, 2013 and 2012, respectively.
Fidelity Investments Pyramis Large Cap Core Commingled Pool - Class C (Collective Investment Trust)
During the year ended December 31, 2012, the Plan held investments in the Pyramis Large Cap Core Commingled Pool Class C. The Pyramis Large Cap Core Commingled Pool Class C (the Pool) is a commingled pool of the Pyramis Group Trust for Employee Benefit Plans. It is managed by Pyramis Global Advisors Trust Company (PGATC); a non-depository limited purpose trust company. The Pool seeks to achieve excess return relative to the S&P 500. The Pool will look to invest in securities that have sustainable competitive advantages in their respective industries, or in market leaders expected to sustain strong earnings growth in their respective markets. The Pool is not constrained by any particular investment style although generally, it will invest in companies with market capitalizations greater than $1 billion. Although substantially all of the Pools investments are equity securities that have active markets, the Pool may use futures, index options, and exchange traded funds to enable it to remain fully invested, while being able to respond to participant cash flows.
The Pools unit price or NAV is calculated by dividing its total assets less its total liabilities by the number units outstanding. The fair values of the underlying assets of the Pool are priced using independent third party pricing services or brokers approved by PGATC to value its investments.
The Plan sold its interest in this investment during 2013 and held no investment units as December 31, 2013.
Net Asset Value per Share
The following tables summarize Level 2 investments measured at fair value based on NAV per share as of December 31, 2013 and 2012, respectively.
December 31, 2013 |
|
Fair Value |
|
Unfunded |
|
Redemption |
|
Redemption |
| |
Fidelity Managed Income Portfolio II Class IV Fund |
|
$ |
105,953,666 |
|
n/a |
|
Daily |
|
None |
|
December 31, 2012 |
|
Fair Value |
|
Unfunded |
|
Redemption |
|
Redemption |
| |
Pyramis Large Cap Core Commingled Pool Class C |
|
$ |
77,689,777 |
|
n/a |
|
Daily |
|
None |
|
Fidelity Investments Blended Stable Value Fund |
|
98,761,508 |
|
n/a |
|
Daily |
|
None |
| |
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2013
E. NONPARTICIPANT-DIRECTED INVESTMENTS
A portion of the investments in AECOM common stock is nonparticipant directed. Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows as of December 31, 2013 and 2012 and for the year ended December 31, 2013:
|
|
2013 |
|
2012 |
| ||
|
|
|
|
|
| ||
Net assetsAECOM common stock |
|
$ |
95,803,384 |
|
$ |
93,609,663 |
|
|
|
|
|
|
| ||
Changes in net assets: |
|
|
|
|
| ||
Net appreciation in fair value of investments |
|
$ |
22,794,380 |
|
|
| |
Employer contributions |
|
12,743,852 |
|
|
| ||
Benefits paid to participants |
|
(8,580,802 |
) |
|
| ||
Administrative expenses |
|
(4,334 |
) |
|
| ||
Net change before transfers |
|
26,953,096 |
|
|
| ||
|
|
|
|
|
| ||
Net transfers out to other Plan investments |
|
(24,759,375 |
) |
|
| ||
|
|
|
|
|
| ||
Net change |
|
2,193,721 |
|
|
| ||
|
|
|
|
|
| ||
Net assets of nonparticipant-directed investmentsbeginning of year |
|
93,609,663 |
|
|
| ||
|
|
|
|
|
| ||
Net assets of nonparticipant-directed investmentsend of year |
|
$ |
95,803,384 |
|
|
| |
Participants can transfer their investments in AECOM common stock to other investment options and make withdrawals, subject to vesting conditions, out of the Plan at any time.
F. BENEFITS PAYABLE
Net assets available for benefits at December 31, 2013 and 2012 include $236,650 and $1,286,034, respectively, for participants who have withdrawn from the Plan and have requested distribution of benefits, but have not yet been paid.
G. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of common stock of AECOM. In addition, AECOM charges the Plan for certain administrative labor costs. The total cost of administrative labor charged to the Plan by AECOM during the year ended December 31, 2013 was $38,819. AECOM is the Plan sponsor as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. The Plan holds self-directed brokerage accounts and investments managed by Bank of America, N.A. and their affiliates, and these transactions qualify as party-in-interest transactions. The Plan also holds common stock in Northern Trust Corporation and investments managed by Northern Trust Corporation, and these transactions also qualify as party-in-interest transactions.
H. PLAN TERMINATION
Although it has not expressed any intent to do so, AECOM has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of the Plans termination, participants will become 100% vested in their accounts.
I. TAX STATUS
The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated March 25, 2009, that the Plan and related trust are designed in accordance with applicable sections of the Code. Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plans tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code and therefore believe that the Plan is qualified and the related trust is tax-exempt.
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2013
I. TAX STATUS (Concluded)
Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2013, there are no uncertain positions taken or expected to be taken that would require recognition of liability (or asset) or disclosure in the financial statements.
J. RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the value of investment securities will occur in the near term, and that such change could materially affect participants account balances and the amounts reported in the financial statements. The Plans exposure to a concentration of risk is limited by the diversification of investments across various participant-directed investment options. Additionally, the investments within each participant-directed investment option are further diversified into varied financial instruments, with the exception of AECOM common stock, which is a single security.
K. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2013 and 2012 to Form 5500:
|
|
2013 |
|
2012 |
| ||
|
|
|
|
|
| ||
Net assets available for benefits per the financial statements |
|
$ |
1,890,536,963 |
|
$ |
1,610,912,770 |
|
|
|
|
|
|
| ||
Adjustment from contract value to fair value for interest in a collective investment trust fund relating to fully-benefit responsive investment contracts |
|
1,491,446 |
|
2,678,383 |
| ||
|
|
|
|
|
| ||
Amounts allocated to withdrawing participants |
|
(236,650 |
) |
(1,286,034 |
) | ||
|
|
|
|
|
| ||
Net assets available for benefits per Form 5500 |
|
$ |
1,891,791,759 |
|
$ |
1,612,305,119 |
|
The following is a reconciliation of the total net increase per the financials statement for the year ended December 31, 2013 to Form 5500:
|
|
2013 |
| |
|
|
|
| |
Total net increase per financial statements |
|
$ |
279,624,193 |
|
|
|
|
| |
Net change in adjustment from contract value to fair value for interest in a collective investment trust fund relating to fully-benefit responsive investment contracts |
|
(1,186,937 |
) | |
|
|
|
| |
Net change in amounts allocated to withdrawing participants |
|
1,049,384 |
| |
|
|
|
| |
Total net increase per Form 5500 |
|
$ |
279,486,640 |
|
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
EIN#: 61-611088522
PLAN#: 055
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2013
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
| ||
|
|
|
|
|
|
|
|
|
| ||
* |
|
AECOM Technology Corporation Common Stock*** |
|
7,721,292 shares |
|
$ |
129,715,875 |
|
$ |
227,237,635 |
|
|
|
Registered Investment Companies: |
|
|
|
|
|
|
| ||
|
|
American EuroPacific Growth Fund Class R6 |
|
1,632,747 shares |
|
** |
|
80,053,594 |
| ||
|
|
Baron Growth Fund Class I |
|
913,505 shares |
|
** |
|
66,795,482 |
| ||
|
|
BlackRock Advisors BIF Money Fund |
|
236,675 shares |
|
** |
|
236,675 |
| ||
|
|
BlackRock Advisors FFI Premier Institutional Fund |
|
68,031,640 shares |
|
** |
|
68,031,640 |
| ||
|
|
Dodge & Cox International Stock Fund |
|
1,648,052 shares |
|
** |
|
70,932,160 |
| ||
|
|
Fidelity Investments Balanced Fund |
|
5,422,705 shares |
|
** |
|
123,366,536 |
| ||
|
|
Fidelity Investments Growth Company Fund |
|
1,530,433 shares |
|
** |
|
183,468,311 |
| ||
|
|
Franklin Templeton Global Total Return Fund Class R6 |
|
17,872 shares |
|
** |
|
241,093 |
| ||
|
|
ING Real Estate Fund (Class I) |
|
1,528,170 shares |
|
** |
|
26,498,475 |
| ||
|
|
Morgan Stanley Global Real Estate Portfolio Fund Class IS |
|
476,075 shares |
|
** |
|
4,717,906 |
| ||
|
|
Neuberger Berman Socially Responsive Fund Investor |
|
454,793 shares |
|
** |
|
15,872,280 |
| ||
|
|
Oakmark Fund Class I |
|
1,513,416 shares |
|
** |
|
96,298,631 |
| ||
|
|
PIMCO Total Return Fund Institutional Class |
|
10,187,580 shares |
|
** |
|
108,905,225 |
| ||
|
|
Principal Diversified Real Asset Fund Class I |
|
8,834 shares |
|
** |
|
106,269 |
| ||
|
|
Prudential Jennison Small Company Fund Q |
|
746,641 shares |
|
** |
|
21,167,284 |
| ||
|
|
Vanguard Explorer Fund Admiral Shares |
|
372,228 shares |
|
** |
|
35,789,742 |
| ||
|
|
Vanguard Extended Market Index Fund |
|
1,057,708 shares |
|
** |
|
66,371,159 |
| ||
|
|
Vanguard Institutional Index Fund |
|
569,944 shares |
|
** |
|
96,480,046 |
| ||
|
|
Vanguard PRIMECAP Core Fund |
|
1,789,603 shares |
|
** |
|
34,789,881 |
| ||
|
|
Vanguard Target Retirement 2010 Fund |
|
603,951 shares |
|
** |
|
15,461,157 |
| ||
|
|
Vanguard Target Retirement 2015 Fund |
|
1,196,351 shares |
|
** |
|
17,670,098 |
| ||
|
|
Vanguard Target Retirement 2020 Fund |
|
2,163,579 shares |
|
** |
|
58,654,615 |
| ||
|
|
Vanguard Target Retirement 2025 Fund |
|
263,589 shares |
|
** |
|
4,151,522 |
| ||
|
|
Vanguard Target Retirement 2030 Fund |
|
2,030,671 shares |
|
** |
|
56,127,757 |
| ||
|
|
Vanguard Target Retirement 2035 Fund |
|
101,688 shares |
|
** |
|
1,726,665 |
| ||
|
|
Vanguard Target Retirement 2040 Fund |
|
1,170,676 shares |
|
** |
|
33,153,546 |
| ||
|
|
Vanguard Target Retirement 2045 Fund |
|
44,998 shares |
|
** |
|
799,160 |
| ||
|
|
Vanguard Target Retirement 2050 Fund |
|
329,596 shares |
|
** |
|
9,291,304 |
| ||
|
|
Vanguard Target Retirement 2055 Fund |
|
10,688 shares |
|
** |
|
324,395 |
| ||
|
|
Vanguard Target Retirement Income Fund |
|
656,791 shares |
|
** |
|
8,209,887 |
| ||
|
|
|
|
|
|
|
|
1,305,692,495 |
| ||
|
|
Common/Collective Investment Trust Funds: |
|
|
|
|
|
|
| ||
|
|
Fidelity Investments Managed Income Portfolio II Class IV Fund |
|
105,953,666 shares |
|
** |
|
105,953,666 |
| ||
|
|
|
|
Various investments, including registered investment companies, common stocks, ETFs |
|
|
|
|
| ||
* |
|
Assets in Bank of America, N.A. Self-Directed Brokerage Accounts |
|
and money market funds |
|
** |
|
107,211,949 |
| ||
(Continued)
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
EIN#: 61-611088522
PLAN#: 055
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2013
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Separately Managed Account Fund Investments: |
|
|
|
|
|
|
|
|
|
Frontier Capital Management Small Cap Value Fund |
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
First Horizon National Corp |
|
42,700 shares |
|
** |
|
497,455 |
|
|
|
Advanced Energy Industries Inc. |
|
30,200 shares |
|
** |
|
690,372 |
|
|
|
Allscripts Healthcare Solutions Inc. |
|
18,300 shares |
|
** |
|
282,918 |
|
|
|
Altra Industrial Motion Corp |
|
26,500 shares |
|
** |
|
906,830 |
|
|
|
Argo Group International Holdings |
|
19,000 shares |
|
** |
|
883,310 |
|
|
|
Aspen Insurance Holdings |
|
21,700 shares |
|
** |
|
896,427 |
|
|
|
Atmel Corp |
|
56,200 shares |
|
** |
|
440,046 |
|
|
|
Boise Cascade Co |
|
7,000 shares |
|
** |
|
206,360 |
|
|
|
Bonanza Creek Energy Inc. |
|
10,600 shares |
|
** |
|
460,782 |
|
|
|
Briggs & Stratton Corp |
|
7,100 shares |
|
** |
|
154,496 |
|
|
|
Cabot Corp |
|
6,500 shares |
|
** |
|
334,100 |
|
|
|
Carlisle Panies Inc. |
|
5,800 shares |
|
** |
|
460,520 |
|
|
|
Carrizo Oil & Gas Inc |
. |
18,300 shares |
|
** |
|
819,291 |
|
|
|
Celadon Group Inc. |
|
31,200 shares |
|
** |
|
607,776 |
|
|
|
Chicos Fas Inc. |
|
14,000 shares |
|
** |
|
263,760 |
|
|
|
Ciber Inc. |
|
61,400 shares |
|
** |
|
254,196 |
|
|
|
Columbus McKinnon Corp |
|
700 shares |
|
** |
|
18,998 |
|
|
|
Comstock Resources Inc. |
|
24,000 shares |
|
** |
|
438,960 |
|
|
|
CRA International Inc. |
|
7,000 shares |
|
** |
|
138,600 |
|
|
|
Crocs Inc. |
|
26,000 shares |
|
** |
|
413,920 |
|
|
|
Cytec Industries |
|
2,100 shares |
|
** |
|
195,636 |
|
|
|
E Trade Financial Corp |
|
36,800 shares |
|
** |
|
722,752 |
|
|
|
Eagle Materials Inc. |
|
5,400 shares |
|
** |
|
418,122 |
|
|
|
Emulex Corp |
|
46,100 shares |
|
** |
|
330,076 |
|
|
|
Encore Wire Corp |
|
10,200 shares |
|
** |
|
552,840 |
|
|
|
Endurance Specialty Holdings Ltd |
|
9,000 shares |
|
** |
|
528,030 |
|
|
|
Entropic Communications Inc. |
|
36,700 shares |
|
** |
|
172,857 |
|
|
|
Fairchild Semiconductor Intl Inc. |
|
23,400 shares |
|
** |
|
312,390 |
|
|
|
First Midwest Bancorp Inc. |
|
37,000 shares |
|
** |
|
648,610 |
|
|
|
Flushing Financial Corp |
|
32,100 shares |
|
** |
|
664,470 |
|
|
|
Furmanite Corp |
|
32,000 shares |
|
** |
|
339,840 |
|
|
|
Glatfelter |
|
7,400 shares |
|
** |
|
204,536 |
|
|
|
Harsco Corp |
|
14,400 shares |
|
** |
|
403,632 |
|
|
|
HCC Insurance Holdings Inc. |
|
17,100 shares |
|
** |
|
788,994 |
|
|
|
HNI Corp |
|
9,000 shares |
|
** |
|
349,470 |
|
|
|
Hub Group Inc. |
|
4,200 shares |
|
** |
|
167,496 |
|
|
|
Ingram Micro Inc. |
|
27,700 shares |
|
** |
|
649,842 |
|
|
|
Insight Enterprises Inc. |
|
17,600 shares |
|
** |
|
399,696 |
|
|
|
Integrated Device Technology Inc. |
|
22,700 shares |
|
** |
|
231,313 |
|
(Continued)
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
EIN#: 61-611088522
PLAN#: 055
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2013
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Frontier Capital Management Small Cap Value Fund (Continued) |
|
|
|
|
|
|
|
|
|
Common Stock (Continued) |
|
|
|
|
|
|
|
|
|
International Speedway Corp |
|
5,500 shares |
|
** |
|
195,195 |
|
|
|
Itron Inc. |
|
3,600 shares |
|
** |
|
149,148 |
|
|
|
Jabil Circuit Inc. |
|
23,600 shares |
|
** |
|
411,584 |
|
|
|
Kraton Performance Polymers Inc. |
|
13,400 shares |
|
** |
|
308,870 |
|
|
|
Lennox Intl Inc. |
|
8,000 shares |
|
** |
|
680,480 |
|
|
|
Littelfuse Inc. |
|
3,000 shares |
|
** |
|
278,790 |
|
|
|
Merit Medical Systems Inc. |
|
14,200 shares |
|
** |
|
223,508 |
|
|
|
Modine Manufacturing Company |
|
55,200 shares |
|
** |
|
707,664 |
|
|
|
MRC Global Inc. |
|
13,800 shares |
|
** |
|
445,188 |
|
|
|
National Retail Properties Inc. |
|
13,400 shares |
|
** |
|
406,422 |
|
|
|
Navigators Group Inc. |
|
11,400 shares |
|
** |
|
720,024 |
|
|
|
NII Holdings Inc. |
|
39,800 shares |
|
** |
|
109,450 |
|
|
|
On Semiconductor Corp |
|
67,700 shares |
|
** |
|
557,848 |
|
|
|
Peri Semiconductor Corp |
|
38,100 shares |
|
** |
|
337,566 |
|
|
|
Piedmont Natural Gas Inc. |
|
5,100 shares |
|
** |
|
169,116 |
|
|
|
Pinnacle Financial Partners Inc. |
|
21,700 shares |
|
** |
|
705,901 |
|
|
|
Parkway Properties Inc. |
|
23,000 shares |
|
** |
|
443,670 |
|
|
|
Popular Inc. |
|
21,400 shares |
|
** |
|
614,822 |
|
|
|
Portland General Electric Co |
|
19,200 shares |
|
** |
|
579,840 |
|
|
|
Primoris Services Corp |
|
10,200 shares |
|
** |
|
317,526 |
|
|
|
Quiksilver Inc. |
|
29,700 shares |
|
** |
|
260,469 |
|
|
|
Renasant Corp |
|
22,500 shares |
|
** |
|
707,850 |
|
|
|
Saia Inc. |
|
20,500 shares |
|
** |
|
657,025 |
|
|
|
Sandridge Energy Inc. |
|
55,700 shares |
|
** |
|
338,099 |
|
|
|
Selective Insurance Group Inc. |
|
32,800 shares |
|
** |
|
887,568 |
|
|
|
Southwest Gas Corp |
|
6,200 shares |
|
** |
|
346,642 |
|
|
|
Symmetry Medical Inc. |
|
39,600 shares |
|
** |
|
399,168 |
|
|
|
Tidewater Inc. |
|
5,400 shares |
|
** |
|
320,058 |
|
|
|
Triquint Semiconductor Inc. |
|
75,000 shares |
|
** |
|
625,500 |
|
|
|
Texas Capital Bancshares Inc. |
|
4,700 shares |
|
** |
|
292,340 |
|
|
|
Unitil Corp |
|
11,200 shares |
|
** |
|
341,488 |
|
|
|
Virtusa Corp |
|
16,600 shares |
|
** |
|
632,294 |
|
|
|
Wabash National Corp |
|
38,700 shares |
|
** |
|
477,945 |
|
|
|
Washington Federal Inc. |
|
21,600 shares |
|
** |
|
503,064 |
|
|
|
Wesco International Inc. |
|
2,400 shares |
|
** |
|
218,568 |
|
|
|
Westar Energy Inc. |
|
20,100 shares |
|
** |
|
646,617 |
|
|
|
WSFS Financial Corp |
|
9,700 shares |
|
** |
|
752,041 |
|
* |
|
Northern Trust Company Coltv Short Term Investment Fund |
|
518,552 shares |
|
** |
|
518,552 |
|
|
|
Total Frontier Capital Management Small Cap Value Fund |
|
|
|
|
|
34,537,619 |
|
(Continued)
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
EIN#: 61-611088522
PLAN#: 055
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2013
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
T. Rowe Price US Dividend Growth Equity Fund |
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
Potash Corp |
|
8,900 shares |
|
** |
|
293,344 |
|
|
|
Pernod Ricard S A |
|
31,300 shares |
|
** |
|
711,136 |
|
|
|
Nestle S A |
|
8,700 shares |
|
** |
|
640,233 |
|
|
|
Barclays Plc |
|
27,300 shares |
|
** |
|
494,949 |
|
|
|
Accenture Plc New |
|
16,200 shares |
|
** |
|
1,331,964 |
|
|
|
Agilent Technologies Inc. |
|
13,400 shares |
|
** |
|
766,346 |
|
|
|
Airgas Inc. |
|
2,400 shares |
|
** |
|
268,440 |
|
|
|
Allstate Corp |
|
13,900 shares |
|
** |
|
758,106 |
|
|
|
American Express Co |
|
13,400 shares |
|
** |
|
1,215,782 |
|
|
|
American Tower Corp |
|
6,300 shares |
|
** |
|
502,866 |
|
|
|
Amerisourcebergen Corp |
|
11,200 shares |
|
** |
|
787,472 |
|
|
|
Analog Devices Inc. |
|
5,300 shares |
|
** |
|
269,929 |
|
|
|
Aon Plc |
|
12,700 shares |
|
** |
|
1,065,403 |
|
|
|
Apache Corp |
|
5,600 shares |
|
** |
|
481,264 |
|
|
|
Apple Inc. |
|
1,800 shares |
|
** |
|
1,009,998 |
|
|
|
Applied Materials Inc. |
|
32,900 shares |
|
** |
|
582,001 |
|
|
|
AT&T Inc. |
|
23,700 shares |
|
** |
|
833,292 |
|
|
|
Automatic Data Processing Inc. |
|
14,600 shares |
|
** |
|
1,179,826 |
|
|
|
Baxter International Inc. |
|
5,400 shares |
|
** |
|
375,570 |
|
|
|
C H Robinson Worldwide Inc. |
|
2,800 shares |
|
** |
|
163,352 |
|
|
|
Carnival Corp |
|
20,100 shares |
|
** |
|
807,417 |
|
|
|
Chevron Corp |
|
9,000 shares |
|
** |
|
1,124,190 |
|
|
|
Chubb Corp |
|
10,500 shares |
|
** |
|
1,014,615 |
|
|
|
Cigna Corporation |
|
5,700 shares |
|
** |
|
498,636 |
|
|
|
Cisco Systems Inc. |
|
26,100 shares |
|
** |
|
585,945 |
|
|
|
Coca Cola Co |
|
9,300 shares |
|
** |
|
384,183 |
|
|
|
Colgate-Palmolive Co |
|
5,800 shares |
|
** |
|
378,218 |
|
|
|
Costco Wholesale Corp |
|
3,700 shares |
|
** |
|
440,337 |
|
|
|
Covidien Plc |
|
11,500 shares |
|
** |
|
783,150 |
|
|
|
Crown Castle International Corp |
|
20,200 shares |
|
** |
|
1,483,286 |
|
|
|
Danaher Corp |
|
25,800 shares |
|
** |
|
1,991,760 |
|
|
|
Dentsply International Inc. |
|
24,300 shares |
|
** |
|
1,178,064 |
|
|
|
Eaton Corp Plc |
|
11,600 shares |
|
** |
|
882,992 |
|
|
|
Ecolab Inc. |
|
9,700 shares |
|
** |
|
1,011,419 |
|
|
|
Entergy Corp |
|
7,700 shares |
|
** |
|
487,179 |
|
|
|
EQT Corp |
|
8,200 shares |
|
** |
|
736,196 |
|
|
|
Equifax Inc. |
|
8,800 shares |
|
** |
|
607,992 |
|
|
|
Expeditors Intl of Washington Inc. |
|
10,300 shares |
|
** |
|
455,775 |
|
|
|
Exxon Mobil Corp |
|
11,900 shares |
|
** |
|
1,204,280 |
|
|
|
Family Dollar Stores Inc. |
|
5,300 shares |
|
** |
|
344,341 |
|
|
|
Fastenal Co |
|
14,800 shares |
|
** |
|
703,148 |
|
(Continued)
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
EIN#: 61-611088522
PLAN#: 055
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2013
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
T. Rowe Price US Dividend Growth Equity Fund (Continued) |
|
|
|
|
|
|
|
|
|
Common Stock (Continued) |
|
|
|
|
|
|
|
|
|
Fidelity National Information Services Inc. |
|
9,100 shares |
|
** |
|
488,488 |
|
|
|
Flowserve Corp |
|
9,100 shares |
|
** |
|
717,353 |
|
|
|
Fluor Corp |
|
3,900 shares |
|
** |
|
313,131 |
|
|
|
Franklin Resources Inc. |
|
7,200 shares |
|
** |
|
415,656 |
|
|
|
General Growth Properties Inc. |
|
26,800 shares |
|
** |
|
537,876 |
|
|
|
General Mills Inc. |
|
13,500 shares |
|
** |
|
673,785 |
|
|
|
Hasbro Inc. |
|
6,900 shares |
|
** |
|
379,569 |
|
|
|
Home Depot Inc. |
|
13,900 shares |
|
** |
|
1,144,526 |
|
|
|
Illinois Tool Works Inc. |
|
9,900 shares |
|
** |
|
832,392 |
|
|
|
Iron Mountain Inc. |
|
11,200 shares |
|
** |
|
339,920 |
|
|
|
Johnson & Johnson |
|
9,600 shares |
|
** |
|
879,264 |
|
|
|
Johnson Control Inc. |
|
15,300 shares |
|
** |
|
784,890 |
|
|
|
JPMorgan Chase & Co |
|
26,300 shares |
|
** |
|
1,538,024 |
|
|
|
Kellogg Co |
|
8,000 shares |
|
** |
|
488,560 |
|
|
|
Kohls Corp |
|
12,600 shares |
|
** |
|
715,050 |
|
|
|
L Brands Inc. |
|
9,100 shares |
|
** |
|
562,835 |
|
|
|
Linear Tech Corp |
|
3,200 shares |
|
** |
|
145,760 |
|
|
|
Marriott International Inc. |
|
8,500 shares |
|
** |
|
419,560 |
|
|
|
Mattel Inc. |
|
15,100 shares |
|
** |
|
718,458 |
|
|
|
McCormick And Co |
|
5,000 shares |
|
** |
|
344,600 |
|
|
|
McDonalds Corp |
|
4,400 shares |
|
** |
|
426,932 |
|
|
|
McGraw Hill Financial Inc. |
|
5,400 shares |
|
** |
|
422,280 |
|
|
|
McKesson Corp |
|
9,700 shares |
|
** |
|
1,565,580 |
|
|
|
Medtronic Inc. |
|
4,900 shares |
|
** |
|
281,211 |
|
|
|
Merck & Co Inc |
. |
24,800 shares |
|
** |
|
1,241,240 |
|
|
|
Microchip Technology Inc. |
|
8,100 shares |
|
** |
|
362,475 |
|
|
|
Microsoft Corp |
|
24,300 shares |
|
** |
|
909,549 |
|
|
|
Mondelez Intl Inc. |
|
13,800 shares |
|
** |
|
487,140 |
|
|
|
Morgan Stanley |
|
12,400 shares |
|
** |
|
388,864 |
|
|
|
Nike Inc. |
|
5,900 shares |
|
** |
|
463,976 |
|
|
|
Norfolk Southern Corp |
|
8,400 shares |
|
** |
|
779,772 |
|
* |
|
Northern Trust Corp |
|
10,000 shares |
|
** |
|
618,900 |
|
|
|
Nucor Corp |
|
8,200 shares |
|
** |
|
437,716 |
|
|
|
Occidental Petroleum Corp |
|
7,600 shares |
|
** |
|
722,760 |
|
|
|
Omni Group Inc. |
|
13,100 shares |
|
** |
|
974,247 |
|
|
|
Pall Corp |
|
12,000 shares |
|
** |
|
1,024,200 |
|
|
|
Pepsico Inc. |
|
17,400 shares |
|
** |
|
1,443,156 |
|
|
|
Pfizer Inc. |
|
73,700 shares |
|
** |
|
2,257,431 |
|
|
|
Philip Morris International |
|
10,800 shares |
|
** |
|
941,004 |
|
(Continued)
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
EIN#: 61-611088522
PLAN#: 055
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2013
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
T. Rowe Price US Dividend Growth Equity Fund (Continued) |
|
|
|
|
|
|
|
|
|
Common Stock (Continued) |
|
|
|
|
|
|
|
|
|
Phillips 66 |
|
8,100 shares |
|
** |
|
624,753 |
|
|
|
PNC Financial Services Group |
|
12,400 shares |
|
** |
|
961,992 |
|
|
|
Praxair Inc. |
|
8,100 shares |
|
** |
|
1,053,243 |
|
|
|
Procter & Gamble |
|
4,700 shares |
|
** |
|
382,627 |
|
|
|
Qualcomm Inc. |
|
5,600 shares |
|
** |
|
415,800 |
|
|
|
Robert Half Intl Inc. |
|
4,300 shares |
|
** |
|
180,557 |
|
|
|
Rockwell Collins Inc. |
|
3,600 shares |
|
** |
|
266,112 |
|
|
|
Roper Industries Inc. |
|
9,600 shares |
|
** |
|
1,331,328 |
|
|
|
Ross Stores Inc. |
|
13,400 shares |
|
** |
|
1,004,062 |
|
|
|
Schlumberger Ltd |
|
11,000 shares |
|
** |
|
991,210 |
|
|
|
Schwab Charles Corp |
|
16,200 shares |
|
** |
|
421,200 |
|
|
|
Sempra Energy Inc. |
|
6,000 shares |
|
** |
|
538,560 |
|
|
|
Sherwin-Williams Co |
|
4,900 shares |
|
** |
|
899,150 |
|
|
|
Sigma-Aldrich Corp |
|
8,400 shares |
|
** |
|
789,684 |
|
|
|
Spectra Energy Corp |
|
21,600 shares |
|
** |
|
769,392 |
|
|
|
Stanley Black & Decker Inc |
. |
2,200 shares |
|
** |
|
177,518 |
|
|
|
State Street Corporation |
|
19,400 shares |
|
** |
|
1,423,766 |
|
|
|
Stryker Corp |
|
10,100 shares |
|
** |
|
758,914 |
|
|
|
Target Corp |
|
3,100 shares |
|
** |
|
196,137 |
|
|
|
TD Ameritrade Holdings Corp |
|
24,500 shares |
|
** |
|
750,680 |
|
|
|
Texas Instruments Inc. |
|
30,600 shares |
|
** |
|
1,343,646 |
|
|
|
Thermo Fisher Corp |
|
13,400 shares |
|
** |
|
1,492,090 |
|
|
|
Time Warner Cable Inc. |
|
7,900 shares |
|
** |
|
1,070,450 |
|
|
|
Time Warner Inc. |
|
18,200 shares |
|
** |
|
1,268,904 |
|
|
|
United Parcel Svc Inc. |
|
8,000 shares |
|
** |
|
840,640 |
|
|
|
United Technologies Corp |
|
14,900 shares |
|
** |
|
1,695,620 |
|
|
|
UnitedHealth Group Inc. |
|
17,900 shares |
|
** |
|
1,347,870 |
|
|
|
US Bancorp |
|
45,500 shares |
|
** |
|
1,838,200 |
|
|
|
Visa Inc. |
|
8,400 shares |
|
** |
|
1,870,512 |
|
|
|
Waddell and Reed Financial |
|
9,800 shares |
|
** |
|
638,176 |
|
|
|
Wal-Mart Stores Inc. |
|
10,300 shares |
|
** |
|
810,507 |
|
|
|
Walgreen Co |
|
7,900 shares |
|
** |
|
453,776 |
|
|
|
Walt Disney Co |
|
11,200 shares |
|
** |
|
855,680 |
|
|
|
Wells Fargo & Co |
|
34,200 shares |
|
** |
|
1,552,680 |
|
|
|
Weyerhaeuser Co |
|
10,600 shares |
|
** |
|
334,642 |
|
|
|
Williams Co Inc. |
|
11,400 shares |
|
** |
|
439,698 |
|
|
|
Willis Group Holdings |
|
10,200 shares |
|
** |
|
457,062 |
|
|
|
Xilinx Inc. |
|
10,300 shares |
|
** |
|
472,976 |
|
|
|
Zoetis Inc. |
|
10,600 shares |
|
** |
|
346,514 |
|
* |
|
Northern Trust Company Coltv Short Term Investment Fund |
|
3,989,073 shares |
|
** |
|
3,989,073 |
|
|
|
Total T. Rowe Price US Dividend Growth Equity Fund |
|
|
|
|
|
96,077,927 |
|
(Continued)
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
EIN#: 61-611088522
PLAN#: 055
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2013
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
| |
|
|
|
|
|
|
|
|
|
| |
* |
|
Notes Receivable from participants |
|
Maturities ranging from 2014 to 2033 and interest rates ranging from 3.25% to 9.75% |
|
|
|
15,294,598 |
| |
|
|
|
|
|
|
|
|
|
| |
|
|
Total investments |
|
|
|
|
|
$ |
1,892,005,889 |
|
* |
|
Party-in-interest |
** |
|
Cost information not required for participant directed investments |
*** |
|
A portion of this investment is non-participant directed (see Note E) |