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, 2015 |
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 RETIREMENT & SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address to its principal executive office:
AECOM
1999 Avenue of the Stars
Los Angeles, California 90067
AECOM Retirement & Savings Plan
Financial Statements as of
December 31, 2015 and 2014
and for the Year Ended December 31, 2015,
Supplemental Schedule as of December 31, 2015 and
Reports of Independent Registered Public Accounting Firms
AECOM RETIREMENT & SAVINGS PLAN
Report of Independent Registered Public Accounting Firm
To the Americas Benefits Administration Committee
AECOM Retirement & Savings Plan
We have audited the accompanying statement of net assets available for benefits of the AECOM Retirement & Savings Plan (the Plan) as of December 31, 2015 and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audit. The Plans financial statements as of and for the year ended December 31, 2014 were audited by other auditors whose report dated June 29, 2015, included an explanatory paragraph on the retrospective application of the recently adopted accounting pronouncement as discussed in Note B.
We conducted our audit 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 audit provides 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, 2015, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the financial statements as of and for the year ended December 31, 2015 as a whole. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplemental information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such information is the responsibility of the Plans management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated in all material respects in relation to the financial statements as a whole.
As discussed in Note B to the financial statements, as of and for the year ended December 31, 2015, the Plan implemented Accounting Standards Update No. 2015-12 (ASU 2015-12). We also have audited the adjustments to the 2014 financial statements to retrospectively apply the implementation of ASU 2015-12, as described in Note B. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2014 financial statements of the Plan other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2014 financial statements taken as a whole.
/s/ Vasquez & Company LLP
Los Angeles, CA
June 28, 2016
Report of Independent Registered Public Accounting Firm
To the Americas Retirement Plan Investment Committee
AECOM Retirement & Savings Plan
We have audited the accompanying statement of net assets available for benefits of AECOM Retirement & Savings Plan (the Plan) as of December 31, 2014. This financial statement is the responsibility of the Plans management. Our responsibility is to express an opinion on this financial statement based on our audit.
Except as discussed in the following paragraph, we conducted our audit 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 statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our opinion.
We were not engaged to audit the retrospective application of the recently adopted accounting pronouncements and related information reflected on the statement of net assets available for benefits as of December 31, 2014 and the related footnote disclosures, as discussed in Note B to the financial statement.
In our opinion, except for effects of such adjustments, if any, as might have been determined to be necessary had we been engaged to audit the Plans retroactive application of the recently adopted accounting pronouncements, the financial statement referred to above presents fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.
/s/ RSM US LLP
Los Angeles, California
June 29, 2015
AECOM RETIREMENT & SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2015 AND 2014
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2015 |
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2014 |
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(expressed in thousands) |
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ASSETS: |
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Investmentsat fair value (Notes B and C) |
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$ |
1,780,182 |
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$ |
1,915,767 |
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Cash |
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54,154 |
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Receivables: |
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Notes from participants (Note A) |
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14,673 |
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14,889 |
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Participant contributions |
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3,041 |
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Employer contributions |
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1,663 |
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180 |
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Accrued income |
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575 |
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221 |
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Other |
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51 |
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49 |
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Total receivables |
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20,003 |
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15,339 |
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Total assets |
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1,854,339 |
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1,931,106 |
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LIABILITIES: |
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Payables: |
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Accrued expenses |
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535 |
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452 |
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Total payables |
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535 |
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452 |
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Net Assets Available for Benefits |
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$ |
1,853,804 |
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$ |
1,930,654 |
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See notes to financial statements.
AECOM RETIREMENT & SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2015
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2015 |
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(expressed in |
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ADDITIONS (DEDUCTIONS) TO NET ASSETS ATTRIBUTED TO: |
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INVESTMENT INCOME (LOSS) |
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Net depreciation in fair value of investments |
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$ |
(45,128 |
) |
Interest and dividends |
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45,932 |
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Net investment income |
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804 |
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INTEREST INCOME ON NOTES RECEIVABLE FROM PARTICIPANTS |
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594 |
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CONTRIBUTIONS: |
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Participants |
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91,208 |
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Employer |
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24,151 |
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Total contributions |
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115,359 |
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Total additions |
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116,757 |
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: |
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Benefits paid to participants (Note D) |
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(191,576 |
) | |
Administrative expenses (Note E) |
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(2,031 |
) | |
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Total deductions |
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(193,607 |
) | |
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NET DECREASE |
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(76,850 |
) | |
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NET ASSETS AVAILABLE FOR BENEFITS: |
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Beginning of year |
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1,930,654 |
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End of year |
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$ |
1,853,804 |
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See notes to financial statements.
AECOM RETIREMENT & SAVINGS PLAN
A. DESCRIPTION OF THE PLAN
The following brief description of AECOM Retirement & Savings Plan (the Plan) (formerly the AECOM Technology Corporation Retirement & Savings Plan) is provided for general information purposes only. Participants should refer to the Plan document 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 (AECOM or the Company) and various subsidiaries meeting certain employment requirements. The Plan is administered by the Americas Benefits Administration Committee as authorized by AECOM. 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 invest 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 certain separately managed accounts, are held by Bank of America, N.A., the trustee and record keeper (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, 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 ($18,000 in 2015).
Roth Contributions Participants may elect to make Roth contributions in percentages from 0.5% to 50% of eligible compensation limited to a maximum annual amount specified by the Code ($18,000 in 2015).
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 $6,000 in 2015).
Participants may also contribute amounts representing rollovers from other qualified plans.
Participant Accounts Each participants account is credited with the participants contributions and rollovers and Company contributions which are directly made to a participants account and allocations of Plan investment earnings or losses. Allocations are based on participant earnings or account balances, as defined by the Plan document. Certain administration fees are paid from the participants account. The benefit to which a participant is entitled is the benefit that may be provided from the participants vested account.
AECOM RETIREMENT & SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
A. DESCRIPTION OF THE PLAN (Concluded)
Employer Contributions The participants pre-tax, Roth, and after-tax contributions made to the Plan are matched 50% by the Company up to 6% of eligible compensation. The Companys match is allocated 50% to the participants selected investment allocations and 50% to Company common stock, which is acquired on the open market. Participants can transfer their investment in AECOM common stock to other investment options and make withdrawals, subject to certain Plan and legal restrictions, out of the Plan at any time.
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% prior 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, as defined in the Plan document, whichever occurs first. These unvested forfeited Company contributions are accumulated in the forfeiture account and are available to reduce subsequent Company contributions or pay Plan expenses. The balance in the forfeiture account was $3.6 million and $1.7 million at December 31, 2015 and 2014, respectively. Forfeitures used to reduce the Companys contributions or Plan expenses for the year ended December 31, 2015 were not significant.
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. Notes receivable from participants bear interest at rates that range from 4.25% to 9.50% at December 31, 2015 and 2014. 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. The notes are recorded at cost plus accrued interest.
Accounting principles generally accepted in the United States of America require 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 upon a participants election after 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. Installments and annuity distribution options for members of certain acquired companies, provided in previously merged plans, were grandfathered in 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.
Investment contracts held by a defined contribution plan are required to be reported at fair value, except for fully benefit-responsive investment contracts. 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 indirectly through a collective investment trust.
AECOM RETIREMENT & SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
B. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Due to a clarification in application of Topic 946 to employee benefit plan accounting, contract value of indirect investments in fully benefit-responsive contracts is understood to be the fair value. Therefore, the adjustment from fair value to contract value from the previously presented December 31, 2014 Statement of Net Assets Available for Benefits has been reclassified and presented as part of Investmentsat fair value.
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plans management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Investment Valuation and Income Recognition Investments held by the Plan are reported at fair value. Fair value of AECOM common stock and other shares of 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 Statements 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, 2015, the Plan incurred $2.0 million 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.
AECOM RETIREMENT & SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
B. SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
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 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 used as a practical expedient to estimate fair value. The Plan also invests in a Stable Value Collective Investment Trust, which contains fully benefit-responsive investment contracts (FBRIC). These FBRICs are valued at contract value. Because the Plans investment in FBRIC is an indirect investment through a collective investment trust, the contract value of the indirect investment is understood to be the fair value of the investment. The collective investment trusts are classified within Level 2 of the valuation hierarchy because the NAVs unit price is quoted on a private market that is not active.
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 and bonds, 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.
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.
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, 2015 and 2014, there were no transfers between levels.
AECOM RETIREMENT & SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
B. SIGNIFICANT ACCOUNTING POLICIES (Concluded)
Recent Accounting Pronouncements In May 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-07, Disclosures for Investment in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (ASU 2015-07). ASU 2015-07 seeks to eliminate diversity in practice surrounding how investments measured at net asset value under the practical expedient with future redemption dates have been categorized in the fair value hierarchy. It is effective for annual reporting periods beginning after December 15, 2015. The Plans management is currently in the process of evaluating the impact of the adoption of the new accounting guidance on its Plan financial statements.
In July 2015, the FASB issued ASU No. 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plan (Topic 962), Health and Welfare Benefit Plans (Topic 965) : (Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, and (Part III) Measurement Date Practical Expedient (a consensus of the FASB Emerging Issues Task Force ) (Update). The purpose of this Update is to simplify plan accounting. The amendments in Part I of this update designate contract value as the only required measure for direct investments in fully benefit-responsive investment contracts. Fully benefit-responsive investment contracts will be presented at the contract value; accordingly, there will no longer be an adjustment from fair value to contract value on the face of the financial statements. The amendments in Part II of the Update will eliminate the requirements for plans to disclose (1) individual investments that represent 5 percent or more of net assets available for benefits and (2) the net appreciation or depreciation for investments by general type for both participant-directed investments and nonparticipant-directed investments. The net appreciation or depreciation in investments for the period will still be required to be presented in aggregate. The amendments in Part III of the Update reduce complexity in employee benefit plan accounting by providing a practical expedient that permits plans to measure investments and investment-related accounts as of a month-end date that is closest to the plans fiscal year-end, when the fiscal period does not coincide with month-end. The Update may be adopted in whole or by part (I, II, and III), as applicable. The amendments in this Update are effective for fiscal years beginning after December 15, 2015. The Plan early adopted this Update, and it resulted in the reclassification of $1.4 million from the Adjustment from fair value to contract value for interest in a collective investment trust relating to fully benefit-responsive investment contracts to Investmentsat fair value within the Statement of Net Assets Available for Benefits as of December 31, 2014, as discussed above in Basis of Accounting. Disclosures of individual investments that comprised 5 percent or more of net assets available for benefits, as well as the net appreciation or depreciation of fair value by investment type have been eliminated as a result of the early adoption of this Update. There were no other significant impacts on the Statements of Net Assets Available for Benefits as of December 31, 2015 and 2014, and the Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2015 for early adopting this Update.
C. 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.
|
|
As of December 31, 2015 |
| ||||||||||
|
|
Quoted Prices in |
|
Significant |
|
Significant |
|
Total |
| ||||
|
|
(expressed in thousands) |
| ||||||||||
AECOM common stock |
|
$ |
199,241 |
|
$ |
|
|
$ |
|
|
$ |
199,241 |
|
Mutual funds |
|
749,627 |
|
|
|
|
|
749,627 |
| ||||
Collective investment trusts |
|
|
|
477,673 |
|
|
|
477,673 |
| ||||
Separately managed accounts |
|
217,495 |
|
|
|
|
|
217,495 |
| ||||
Self-directed brokerage accounts |
|
136,146 |
|
|
|
|
|
136,146 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total investments |
|
$ |
1,302,509 |
|
$ |
477,673 |
|
$ |
|
|
$ |
1,780,182 |
|
AECOM RETIREMENT & SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
C. FAIR VALUE MEASUREMENTS (Concluded)
|
|
As of December 31, 2014 |
| ||||||||||
|
|
Quoted Prices in |
|
Significant |
|
Significant |
|
Total |
| ||||
|
|
(expressed in thousands) |
| ||||||||||
AECOM common stock |
|
$ |
212,508 |
|
$ |
|
|
$ |
|
|
$ |
212,508 |
|
Mutual funds |
|
1,340,251 |
|
|
|
|
|
1,340,251 |
| ||||
Collective investment trust |
|
|
|
96,157 |
|
|
|
96,157 |
| ||||
Separately managed accounts |
|
133,168 |
|
|
|
|
|
133,168 |
| ||||
Self-directed brokerage accounts |
|
133,683 |
|
|
|
|
|
133,683 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total investments |
|
$ |
1,819,610 |
|
$ |
96,157 |
|
$ |
|
|
$ |
1,915,767 |
|
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, 2015 and 2014, respectively.
December 31, 2015 |
|
Fair Value |
|
Unfunded |
|
Redemption |
|
Redemption |
| |
AECOM Stable Value Fund (a) |
|
$ |
149,900 |
|
n/a |
|
Daily |
|
None |
|
Vanguard Employee Benefit Index (b) |
|
112,111 |
|
n/a |
|
Daily |
|
None |
| |
Vanguard Target Trust Select Income (c) |
|
9,114 |
|
n/a |
|
Daily |
|
None |
| |
Vanguard Trust Select 2010 Fund (d) |
|
9,696 |
|
n/a |
|
Daily |
|
None |
| |
Vanguard Trust Select 2015 Fund (d) |
|
17,008 |
|
n/a |
|
Daily |
|
None |
| |
Vanguard Trust Select 2020 Fund (d) |
|
63,086 |
|
n/a |
|
Daily |
|
None |
| |
Vanguard Trust Select 2025 Fund (d) |
|
7,154 |
|
n/a |
|
Daily |
|
None |
| |
Vanguard Trust Select 2030 Fund (d) |
|
55,862 |
|
n/a |
|
Daily |
|
None |
| |
Vanguard Trust Select 2035 Fund (d) |
|
3,751 |
|
n/a |
|
Daily |
|
None |
| |
Vanguard Trust Select 2040 Fund (d) |
|
34,784 |
|
n/a |
|
Daily |
|
None |
| |
Vanguard Trust Select 2045 Fund (d) |
|
2,401 |
|
n/a |
|
Daily |
|
None |
| |
Vanguard Trust Select 2050 Fund (d) |
|
10,201 |
|
n/a |
|
Daily |
|
None |
| |
Vanguard Trust Select 2055 Fund (d) |
|
1,873 |
|
n/a |
|
Daily |
|
None |
| |
Principal Diversified Real Asset Fund (e) |
|
732 |
|
n/a |
|
Daily |
|
None |
| |
December 31, 2014 |
|
Fair Value |
|
Unfunded |
|
Redemption |
|
Redemption |
| |
Fidelity Managed Income Portfolio II Class IV Fund (a) |
|
$ |
96,157 |
|
n/a |
|
Daily |
|
None |
|
(a) Fund invests primarily in the Fidelity Managed Income Portfolio II, which seeks the preservation of capital and to provide a competitive level of income over time that is consistent with the preservation of capital.
(b) Fund seeks to provide long-term capital appreciation through investments in stocks of small companies.
(c) Fund seeks to provide current income and some capital appreciation through investment in five Vanguard index funds.
(d) Funds invest in a diversified portfolio which seeks to invest in assets of an appropriate risk level for average investors at various stages in their working lives.
(e) Fund seeks long-term total return in excess of inflation through investments primarily in assets related to real assets and real asset companies.
AECOM RETIREMENT & SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
D. BENEFITS PAYABLE
Net assets available for benefits at December 31, 2015 and 2014 include $2.6 and $2.4 million, respectively, for participants who have withdrawn from the Plan and have requested distribution of benefits, but have not yet been paid.
E. 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, 2015 was $209,000. 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.
F. 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.
G. TAX STATUS
The Plan received its latest determination letter on February 2, 2016, in which the Internal Revenue Service (IRS) indicated that the form of the Plan complies with the applicable requirements of the Internal Revenue Code. The Plan was 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 continues to be qualified and the related trust is tax-exempt.
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, 2015, 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.
H. 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.
AECOM RETIREMENT & SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
I. 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, 2015 and 2014 to Form 5500:
|
|
2015 |
|
2014 |
| ||
|
|
(expressed in thousands) |
| ||||
Net assets available for benefits per the financial statements |
|
$ |
1,853,804 |
|
$ |
1,930,654 |
|
|
|
|
|
|
| ||
Adjustment from contract value to fair value for interest in a collective investment trust fund relating to fully-benefit responsive investment contracts |
|
|
|
1,404 |
| ||
|
|
|
|
|
| ||
Amounts allocated to withdrawing participants |
|
(2,578 |
) |
(2,412 |
) | ||
|
|
|
|
|
| ||
Net assets available for benefits per Form 5500 |
|
$ |
1,851,226 |
|
$ |
1,929,646 |
|
The following is a reconciliation of the total net decrease per the financial statement for the year ended December 31, 2015 to Form 5500:
|
|
2015 |
| |
|
|
(expressed in |
| |
Total net decrease per financial statements |
|
$ |
(76,850 |
) |
|
|
|
|
|
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 |
|
|
(1,404 |
) |
|
|
|
| |
Net change in amounts allocated to withdrawing participants |
|
(166 |
) | |
|
|
|
| |
Total net decrease per Form 5500 |
|
$ |
(78,420 |
) |
J. SUBSEQUENT EVENTS
Certain Plan provisions changed effective January 1, 2016. The significant changes consisted of:
· Eligibility All employees who meet the eligibility requirements of the Plan, including new hires, are eligible to participate in the Plan with no waiting period. Part-time and temporary employees are also eligible to participate.
· Increased employee contribution limits The combined limit that participants may elect to make after-tax, tax-deferred, and Roth increased from 50% to 75%. Contribution elections can only be made in whole percentages.
· Vesting Participants will vest in Company matching contributions over a three-year period based on the elapsed time method rather than hours of service. A participant continues to be 100% vested in the participants contributions, rollovers, and earnings thereon.
· Auto enrollment Newly eligible employees will be automatically enrolled as a participant at a deferral rate of 1% as of the first day of the pay period that is as soon as administratively feasible unless they affirmatively elect a different deferral percentage or elect not to participate in the Plan.
· Distribution Terminated participants may elect to receive distribution of their account balances in monthly, quarterly, semi-annual or annual installments in addition to lump sum distributions.
· Company match Participants must be employed on the last day of the Plan year (or employment discontinued due to death, disability or retirement at or after age 65) for them to receive Company matching contributions. Participants will also receive the Company matching contribution if they terminate employment during the year with at least 30 years of service or after attainment of age 55 with 10 or more years of service, or due to a reduction in force, project loss, project completion, or participation in an approved voluntary severance program as determined by the Company.
AECOM RETIREMENT & SAVINGS PLAN
EIN#: 61-1088522 PLAN#: 055
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2015
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
| |
|
|
|
|
|
|
|
|
|
| |
* |
|
AECOM Common Stock |
|
6,634,707 shares |
|
** |
|
$ |
199,240,263 |
|
|
|
|
|
|
|
|
|
|
| |
|
|
Registered Investment Companies: |
|
|
|
|
|
|
| |
|
|
American EuroPacific Growth Fund Class R6 |
|
1,648,971 shares |
|
** |
|
74,731,386 |
| |
|
|
BlackRock Advisors BIF Money Fund |
|
2,577,669 shares |
|
** |
|
2,577,669 |
| |
|
|
Dodge & Cox International Stock |
|
1,542,263 shares |
|
** |
|
55,605,103 |
| |
|
|
Fidelity Investments Balanced Fund |
|
5,827,640 shares |
|
** |
|
123,662,535 |
| |
|
|
Fidelity Investments Growth Company Fund |
|
1,471,897 shares |
|
** |
|
201,561,589 |
| |
|
|
Franklin Templeton Global Total Return Fund Class R6 |
|
383,113 shares |
|
** |
|
4,401,965 |
| |
|
|
Morgan Stanley Global Real Estate Portfolio Fund Class IS Shares |
|
3,820,519 shares |
|
** |
|
41,299,813 |
| |
|
|
Oakmark Fund Class I |
|
1,199,824 shares |
|
** |
|
75,420,932 |
| |
|
|
Vanguard Explorer Fund Admiral Shares |
|
398,815 shares |
|
** |
|
29,815,456 |
| |
|
|
Vanguard Extended Market Index Fund |
|
544,747 shares |
|
** |
|
85,465,393 |
| |
|
|
Vanguard Prime Cap Core Fund |
|
2,645,793 shares |
|
** |
|
55,085,409 |
| |
|
|
|
|
|
|
|
|
749,627,250 |
| |
|
|
|
|
|
|
|
|
|
| |
|
|
Common/Collective Investment Trust Funds: |
|
|
|
|
|
|
| |
|
|
AECOM Stable Value Fund |
|
149,900,456 shares |
|
** |
|
149,900,456 |
| |
|
|
Vanguard Employee Benefit Index |
|
1,121,109 shares |
|
** |
|
112,110,880 |
| |
|
|
Vanguard Target Trust Select Income |
|
307,590 shares |
|
** |
|
9,113,899 |
| |
|
|
Vanguard Target Trust Select 2010 Fund |
|
328,436 shares |
|
** |
|
9,695,440 |
| |
|
|
Vanguard Target Trust Select 2015 Fund |
|
581,855 shares |
|
** |
|
17,007,635 |
| |
|
|
Vanguard Target Trust Select 2020 Fund |
|
2,171,638 shares |
|
** |
|
63,086,077 |
| |
|
|
Vanguard Target Trust Select 2025 Fund |
|
247,620 shares |
|
** |
|
7,153,738 |
| |
|
|
Vanguard Target Trust Select 2030 Fund |
|
1,946,416 shares |
|
** |
|
55,862,149 |
| |
|
|
Vanguard Target Trust Select 2035 Fund |
|
131,488 shares |
|
** |
|
3,751,347 |
| |
|
|
Vanguard Target Trust Select 2040 Fund |
|
1,228,248 shares |
|
** |
|
34,783,977 |
| |
|
|
Vanguard Target Trust Select 2045 Fund |
|
84,806 shares |
|
** |
|
2,400,860 |
| |
|
|
Vanguard Target Trust Select 2050 Fund |
|
360,585 shares |
|
** |
|
10,200,945 |
| |
|
|
Vanguard Target Trust Select 2055 Fund |
|
66,255 shares |
|
** |
|
1,873,042 |
| |
|
|
Principal Diversified Real Asset |
|
79,345 shares |
|
** |
|
732,354 |
| |
|
|
|
|
|
|
|
|
477,672,799 |
| |
|
|
|
|
|
|
|
|
|
| |
* |
|
Assets in Bank of America, N.A. Self-Directed Brokerage Accounts |
|
Various investments, including registered investment companies, common stocks, ETFs and money market funds |
|
** |
|
136,146,152 |
| |
|
|
|
|
|
|
|
|
|
| |
|
|
Separately Managed Account Fund Investments: |
|
|
|
|
|
|
| |
|
|
AECOM Small Cap Value Fund |
|
|
|
|
|
|
| |
|
|
Common Stock |
|
|
|
|
|
|
| |
|
|
#Reorg/Furmanite Corp Stock Merger Team Inc |
|
20,938 shares |
|
** |
|
139,447 |
| |
|
|
First Horizon National Corp |
|
42,379 shares |
|
** |
|
615,343 |
| |
|
|
Actuant Corp Cl A |
|
8,145 shares |
|
** |
|
195,154 |
| |
|
|
Allscripts Healthcare Solutions Inc. |
|
15,856 shares |
|
** |
|
243,865 |
| |
|
|
Altra Industrial Motion Corp |
|
11,576 shares |
|
** |
|
290,326 |
| |
|
|
American Eagle Outfitters Inc. |
|
25,508 shares |
|
** |
|
395,374 |
| |
|
|
Argo Group International Holdings |
|
12,374 shares |
|
** |
|
740,460 |
| |
|
|
Ascena Retail Group Inc. |
|
20,783 shares |
|
** |
|
204,713 |
| |
|
|
Aspen Insurance Holdings |
|
13,438 shares |
|
** |
|
649,055 |
| |
|
|
Beacon Roofing Supply Inc. |
|
11,402 shares |
|
** |
|
469,534 |
| |
(Continued)
AECOM RETIREMENT & SAVINGS PLAN
EIN#: 61-1088522 PLAN#: 055
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2015
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
|
|
AECOM Small Cap Value Fund (Continued) |
|
|
|
|
|
|
|
|
|
Common Stock (Continued) |
|
|
|
|
|
|
|
|
|
Boise Cascade Co. |
|
9,908 shares |
|
** |
|
252,951 |
|
|
|
Boot Barn Holdings Inc. |
|
9,674 shares |
|
** |
|
118,893 |
|
|
|
Brady Corp Class A |
|
13,139 shares |
|
** |
|
301,934 |
|
|
|
Briggs & Stratton Corp |
|
9,786 shares |
|
** |
|
169,298 |
|
|
|
Cabot Corp |
|
5,701 shares |
|
** |
|
233,057 |
|
|
|
Career Education Corp |
|
62,057 shares |
|
** |
|
225,267 |
|
|
|
Carrizo Oil & Gas Inc. |
|
12,183 shares |
|
** |
|
360,373 |
|
|
|
Celadon Group Inc. |
|
16,150 shares |
|
** |
|
159,724 |
|
|
|
Central Garden & Pet Co. |
|
26,358 shares |
|
** |
|
358,469 |
|
|
|
Chicos FAS |
|
25,576 shares |
|
** |
|
272,896 |
|
|
|
Ciber Inc. |
|
56,213 shares |
|
** |
|
197,308 |
|
|
|
Cloud Peak Energy Inc |
|
25,400 shares |
|
** |
|
52,832 |
|
|
|
Crocs Inc. |
|
29,360 shares |
|
** |
|
300,646 |
|
|
|
Deckers Outdoor Corp |
|
3,689 shares |
|
** |
|
174,121 |
|
|
|
DSW Inc. |
|
6,573 shares |
|
** |
|
156,832 |
|
|
|
Eagle Materials Inc. |
|
5,037 shares |
|
** |
|
304,386 |
|
|
|
Encore Wire Corp |
|
6,789 shares |
|
** |
|
251,804 |
|
|
|
Endurance Specialty Holdings Ltd |
|
8,558 shares |
|
** |
|
547,626 |
|
|
|
Fairchild Semiconductor International Inc. |
|
21,954 shares |
|
** |
|
454,667 |
|
|
|
First Midwest Bancorp Inc. |
|
30,414 shares |
|
** |
|
560,530 |
|
|
|
Flushing Financial Corp. |
|
26,335 shares |
|
** |
|
569,889 |
|
|
|
Formfactor Inc. |
|
21,591 shares |
|
** |
|
194,319 |
|
|
|
FTI Consulting Inc. |
|
9,168 shares |
|
** |
|
317,763 |
|
|
|
Glatfelter |
|
17,042 shares |
|
** |
|
314,254 |
|
|
|
Global Eagle Entertainment Inc. |
|
21,199 shares |
|
** |
|
209,234 |
|
|
|
Harsco Corp |
|
17,264 shares |
|
** |
|
136,040 |
|
|
|
HNI Corporation |
|
9,793 shares |
|
** |
|
353,136 |
|
|
|
Ingram Micro Inc. |
|
13,916 shares |
|
** |
|
422,768 |
|
|
|
Insight Enterprises Inc. |
|
15,261 shares |
|
** |
|
383,356 |
|
|
|
Integrated Device Technology Inc. |
|
7,429 shares |
|
** |
|
195,754 |
|
|
|
Investment Technology Group Inc. |
|
26,017 shares |
|
** |
|
442,809 |
|
|
|
Itron Inc. |
|
8,151 shares |
|
** |
|
294,903 |
|
|
|
Jabil Circuit Inc. |
|
16,147 shares |
|
** |
|
376,064 |
|
|
|
James River Group Holdings |
|
10,251 shares |
|
** |
|
343,819 |
|
|
|
Kraton Performance Polymers Inc. |
|
18,053 shares |
|
** |
|
299,860 |
|
|
|
Lattice Semiconductor Corp |
|
48,772 shares |
|
** |
|
315,555 |
|
|
|
LGI Homes Inc. |
|
7,660 shares |
|
** |
|
186,368 |
|
|
|
Littelfuse Inc. |
|
1,706 shares |
|
** |
|
182,559 |
|
|
|
LSB Industries Inc. |
|
5,521 shares |
|
** |
|
40,027 |
|
|
|
Mack-Cali Realty Corp |
|
11,699 shares |
|
** |
|
273,172 |
|
|
|
MDU Resources Group Inc. |
|
14,225 shares |
|
** |
|
260,602 |
|
|
|
Merit Medical Systems Inc. |
|
8,462 shares |
|
** |
|
157,309 |
|
|
|
Modine Manufacturing Co |
|
44,360 shares |
|
** |
|
401,458 |
|
|
|
MRC Global Inc. |
|
12,909 shares |
|
** |
|
166,526 |
|
|
|
MSA Safety Inc. |
|
4,756 shares |
|
** |
|
206,743 |
|
|
|
Myriad Genetics Inc. |
|
9,512 shares |
|
** |
|
410,538 |
|
|
|
National Retail Properties Inc. |
|
11,384 shares |
|
** |
|
455,929 |
|
|
|
Navigators Group Inc. |
|
9,537 shares |
|
** |
|
818,179 |
|
|
|
On Semiconductor Corp |
|
45,412 shares |
|
** |
|
445,038 |
|
(Continued)
AECOM RETIREMENT & SAVINGS PLAN
EIN#: 61-1088522 PLAN#: 055
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2015
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
|
|
AECOM Small Cap Value Fund (Continued) |
|
|
|
|
|
|
|
|
|
Common Stock (Continued) |
|
|
|
|
|
|
|
|
|
Piedmont Nat Gas Inc. |
|
6,011 shares |
|
** |
|
342,747 |
|
|
|
Parkway Properties Inc. |
|
23,345 shares |
|
** |
|
364,882 |
|
|
|
Popular Inc. |
|
21,363 shares |
|
** |
|
605,427 |
|
|
|
Portland General Electric Co |
|
15,592 shares |
|
** |
|
567,081 |
|
|
|
Primoris Services Corp |
|
8,976 shares |
|
** |
|
197,741 |
|
|
|
QLogic Corp |
|
39,628 shares |
|
** |
|
483,462 |
|
|
|
Renasant Corp |
|
19,382 shares |
|
** |
|
666,935 |
|
|
|
Saia Inc. |
|
7,799 shares |
|
** |
|
173,528 |
|
|
|
Selective Insurance Group Inc. |
|
11,567 shares |
|
** |
|
388,420 |
|
|
|
Semtech Corp |
|
11,563 shares |
|
** |
|
218,772 |
|
|
|
Skullcandy Inc. |
|
26,565 shares |
|
** |
|
125,652 |
|
|
|
Southwest Gas Corp |
|
5,404 shares |
|
** |
|
298,085 |
|
|
|
Ultratech Inc. |
|
7,237 shares |
|
** |
|
143,437 |
|
|
|
Unitil Corp |
|
9,719 shares |
|
** |
|
348,718 |
|
|
|
Washington Federal Inc. |
|
18,371 shares |
|
** |
|
437,781 |
|
|
|
Wesco Aircraft Holdings Inc. |
|
13,065 shares |
|
** |
|
156,388 |
|
|
|
Wesco International Inc. |
|
3,066 shares |
|
** |
|
133,923 |
|
|
|
Westar Energy Inc. |
|
13,561 shares |
|
** |
|
575,122 |
|
|
|
WSFS Financial Corp |
|
24,203 shares |
|
** |
|
783,209 |
|
|
|
Securities in transit |
|
|
|
|
|
(18,292 |
) |
* |
|
Northern Trust Company Coltv Short Term Investment Fund |
|
303,306 shares |
|
|
|
303,306 |
|
|
|
Total AECOM Small Cap Value Fund |
|
|
|
|
|
25,867,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
AECOM Dividend Growth Fund |
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
Canadian Natural Resources Ltd |
|
27,700 shares |
|
** |
|
604,691 |
|
|
|
Nestle S A |
|
9,800 shares |
|
** |
|
729,316 |
|
|
|
Diageo Plc Sponsored Adr |
|
7,200 shares |
|
** |
|
785,304 |
|
|
|
#Reorg/Chubb Corp |
|
10,400 shares |
|
** |
|
1,379,456 |
|
|
|
#Reorg/Dentsly Sirona Inc. |
|
19,500 shares |
|
** |
|
1,186,575 |
|
|
|
#Reorg/S&P Global Inc. |
|
5,000 shares |
|
** |
|
492,900 |
|
|
|
Fifth Third Bancorp |
|
21,700 shares |
|
** |
|
436,170 |
|
|
|
Accenture Plc |
|
13,400 shares |
|
** |
|
1,400,300 |
|
|
|
Agilent Technologies Inc. |
|
22,600 shares |
|
** |
|
944,906 |
|
|
|
Airgas Inc. |
|
2,800 shares |
|
** |
|
387,296 |
|
|
|
American Express Co |
|
11,900 shares |
|
** |
|
827,645 |
|
|
|
American Tower Corp |
|
9,100 shares |
|
** |
|
882,245 |
|
|
|
Amerisourcebergen Corp |
|
4,900 shares |
|
** |
|
508,179 |
|
|
|
Aon Plc |
|
12,300 shares |
|
** |
|
1,134,183 |
|
|
|
Apple Inc. |
|
8,300 shares |
|
** |
|
873,658 |
|
|
|
Ashland Inc. |
|
4,100 shares |
|
** |
|
421,070 |
|
|
|
Atmos Energy Corp |
|
15,000 shares |
|
** |
|
945,600 |
|
|
|
Automatic Data Processing Inc. |
|
13,600 shares |
|
** |
|
1,152,192 |
|
|
|
Bank New York Mellon Corp |
|
36,000 shares |
|
** |
|
1,483,920 |
|
|
|
Becton Dickinson & Co |
|
12,700 shares |
|
** |
|
1,956,943 |
|
|
|
C H Robinson Worldwide Inc. |
|
3,400 shares |
|
** |
|
210,868 |
|
|
|
Carnival Corp |
|
13,200 shares |
|
** |
|
719,136 |
|
(Continued)
AECOM RETIREMENT & SAVINGS PLAN
EIN#: 61-1088522 PLAN#: 055
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2015
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
|
|
AECOM Dividend Growth Fund (Continued) |
|
|
|
|
|
|
|
|
|
Common Stock (Continued) |
|
|
|
|
|
|
|
|
|
Cigna Corporation |
|
4,000 shares |
|
** |
|
585,320 |
|
|
|
Cisco Systems Inc. |
|
17,000 shares |
|
** |
|
461,635 |
|
|
|
Coca Cola Co |
|
8,300 shares |
|
** |
|
356,568 |
|
|
|
Colgate-Palmolive Co |
|
5,500 shares |
|
** |
|
366,410 |
|
|
|
Comcast Corp |
|
30,300 shares |
|
** |
|
1,709,829 |
|
|
|
Comerica Inc. |
|
7,700 shares |
|
** |
|
322,091 |
|
|
|
Costco Wholesale Corp |
|
3,000 shares |
|
** |
|
484,500 |
|
|
|
Crown Castle International Corp |
|
17,900 shares |
|
** |
|
1,547,455 |
|
|
|
Danaher Corp |
|
26,177 shares |
|
** |
|
2,431,320 |
|
|
|
Dollar General Corp |
|
10,200 shares |
|
** |
|
733,074 |
|
|
|
DTE Energy Co |
|
3,400 shares |
|
** |
|
272,646 |
|
|
|
Ecolab Inc. |
|
5,100 shares |
|
** |
|
583,338 |
|
|
|
Edison International |
|
20,800 shares |
|
** |
|
1,231,568 |
|
|
|
EQT Corp |
|
6,800 shares |
|
** |
|
354,484 |
|
|
|
Equifax Inc. |
|
8,100 shares |
|
** |
|
902,097 |
|
|
|
Exxon Mobil Corp |
|
12,400 shares |
|
** |
|
966,580 |
|
|
|
Fidelity National Information Services Inc. |
|
10,200 shares |
|
** |
|
618,120 |
|
|
|
FirstEnergy Corp |
|
21,500 shares |
|
** |
|
682,195 |
|
|
|
Flowserve Corp |
|
10,900 shares |
|
** |
|
458,672 |
|
|
|
General Electric Company |
|
89,300 shares |
|
** |
|
2,781,695 |
|
|
|
General Growth Properties Inc. |
|
32,900 shares |
|
** |
|
895,209 |
|
|
|
General Mills Inc. |
|
11,600 shares |
|
** |
|
668,856 |
|
|
|
Hilton Worldwide Holdings Inc. |
|
22,700 shares |
|
** |
|
485,780 |
|
|
|
Home Depot Inc. |
|
11,300 shares |
|
** |
|
1,494,425 |
|
|
|
Illinois Tool Works Inc. |
|
10,400 shares |
|
** |
|
963,872 |
|
|
|
Iron Mountain Inc. |
|
13,400 shares |
|
** |
|
361,934 |
|
|
|
Johnson & Johnson |
|
9,200 shares |
|
** |
|
945,024 |
|
|
|
Johnson Control Inc. |
|
17,700 shares |
|
** |
|
698,973 |
|
|
|
JPMorgan Chase & Co |
|
31,400 shares |
|
** |
|
2,073,342 |
|
|
|
L Brands Inc. |
|
8,700 shares |
|
** |
|
833,634 |
|
|
|
Marriott Intl Inc. |
|
7,200 shares |
|
** |
|
482,688 |
|
|
|
Marsh & McLennan Co |
|
24,100 shares |
|
** |
|
1,336,345 |
|
|
|
Mattel Inc. |
|
22,400 shares |
|
** |
|
608,608 |
|
|
|
McCormick & Co Inc. |
|
4,600 shares |
|
** |
|
393,576 |
|
|
|
McDonalds Corp |
|
4,400 shares |
|
** |
|
519,816 |
|
|
|
McKesson Corp |
|
7,200 shares |
|
** |
|
1,420,056 |
|
|
|
Medtronic Plc |
|
19,890 shares |
|
** |
|
1,529,939 |
|
|
|
Merck & Co Inc. |
|
23,000 shares |
|
** |
|
1,214,860 |
|
|
|
MGM Resorts International |
|
23,300 shares |
|
** |
|
529,376 |
|
|
|
Microchip Technology Inc. |
|
7,900 shares |
|
** |
|
367,666 |
|
|
|
Microsoft Corp Com |
|
43,600 shares |
|
** |
|
2,418,928 |
|
|
|
Mondelez International Inc. |
|
19,800 shares |
|
** |
|
887,832 |
|
|
|
Morgan Stanley |
|
26,000 shares |
|
** |
|
827,060 |
|
|
|
Nike Inc. |
|
8,400 shares |
|
** |
|
525,000 |
|
|
|
Norfolk Southern Corp |
|
2,000 shares |
|
** |
|
169,180 |
|
|
|
Northern Trust Corp |
|
7,200 shares |
|
** |
|
519,048 |
|
|
|
Occidental Petroleum Corp |
|
16,200 shares |
|
** |
|
1,095,282 |
|
|
|
Omnicom Group Inc. |
|
14,800 shares |
|
** |
|
1,119,768 |
|
|
|
PepsiCo Inc. |
|
21,600 shares |
|
** |
|
2,158,272 |
|
(Continued)
AECOM RETIREMENT & SAVINGS PLAN
EIN#: 61-1088522 PLAN#: 055
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2015
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
| ||||
|
|
AECOM Dividend Growth Fund (Continued) |
|
|
|
|
|
|
| ||||
|
|
Common Stock (Continued) |
|
|
|
|
|
|
| ||||
|
|
Pfizer Inc. |
|
75,500 shares |
|
** |
|
2,437,140 |
| ||||
|
|
Philip Morris International |
|
17,200 shares |
|
** |
|
1,512,052 |
| ||||
|
|
Praxair Inc. |
|
3,400 shares |
|
** |
|
348,160 |
| ||||
|
|
Procter & Gamble |
|
3,400 shares |
|
** |
|
269,994 |
| ||||
|
|
Rockwell Collins Inc. |
|
4,600 shares |
|
** |
|
424,580 |
| ||||
|
|
Roper Technologies, Inc. |
|
9,000 shares |
|
** |
|
1,708,110 |
| ||||
|
|
Ross Stores Inc. |
|
23,700 shares |
|
** |
|
1,275,297 |
| ||||
|
|
RPM International Inc. |
|
22,000 shares |
|
** |
|
969,320 |
| ||||
|
|
Schlumberger Ltd |
|
3,900 shares |
|
** |
|
272,025 |
| ||||
|
|
Sempra Energy Inc. |
|
1,400 shares |
|
** |
|
131,614 |
| ||||
|
|
Sherwin-Williams Co |
|
1,300 shares |
|
** |
|
337,480 |
| ||||
|
|
Spectra Energy Corp |
|
10,300 shares |
|
** |
|
246,582 |
| ||||
|
|
Stanley Black & Decker Inc. |
|
2,500 shares |
|
** |
|
266,825 |
| ||||
|
|
State Street Corp |
|
17,200 shares |
|
** |
|
1,141,392 |
| ||||
|
|
Stryker Corp |
|
9,000 shares |
|
** |
|
836,460 |
| ||||
|
|
TDAmeritrade Holding Corp |
|
9,798 shares |
|
** |
|
340,089 |
| ||||
|
|
TE Connectivity Ltd |
|
9,800 shares |
|
** |
|
633,178 |
| ||||
|
|
Texas Instruments Inc |
|
21,900 shares |
|
** |
|
1,200,339 |
| ||||
|
|
Thermo Fisher Corp |
|
13,200 shares |
|
** |
|
1,872,420 |
| ||||
|
|
Time Warner Inc. |
|
7,100 shares |
|
** |
|
459,157 |
| ||||
|
|
Tractor Supply Co |
|
5,600 shares |
|
** |
|
478,800 |
| ||||
|
|
Tyco International Plc |
|
34,800 shares |
|
** |
|
1,109,772 |
| ||||
|
|
Union Pacific Corp |
|
5,100 shares |
|
** |
|
398,820 |
| ||||
|
|
United Parcel Svc Inc. |
|
7,000 shares |
|
** |
|
673,610 |
| ||||
|
|
United Technologies Corp |
|
6,000 shares |
|
** |
|
576,420 |
| ||||
|
|
UnitedHealth Group Inc. |
|
17,400 shares |
|
** |
|
2,046,936 |
| ||||
|
|
US Bancorp |
|
23,200 shares |
|
** |
|
989,944 |
| ||||
|
|
Visa Inc. |
|
29,700 shares |
|
** |
|
2,303,235 |
| ||||
|
|
Walgreens Boots Alliance Inc. |
|
14,200 shares |
|
** |
|
1,209,201 |
| ||||
|
|
Walt Disney Co |
|
10,600 shares |
|
** |
|
1,113,848 |
| ||||
|
|
WEC Energy Group Inc. |
|
5,700 shares |
|
** |
|
292,467 |
| ||||
|
|
Wells Fargo & Co |
|
25,100 shares |
|
** |
|
1,364,436 |
| ||||
|
|
Xilinx Inc |
|
9,800 shares |
|
** |
|
460,306 |
| ||||
|
|
Xl Group Plc |
|
24,600 shares |
|
** |
|
963,828 |
| ||||
|
|
Zoetis Inc. |
|
17,100 shares |
|
** |
|
819,432 |
| ||||
|
|
Securities in transit |
|
|
|
|
|
(66,004 |
) | ||||
|
|
Reserve Investment Funds, Inc. |
|
3,519,509 shares |
|
** |
|
3,519,509 |
| ||||
* |
|
Northern Trust Company Coltv Short Term Investment Fund |
|
434,410 shares |
|
** |
|
434,411 |
| ||||
|
Total AECOM Dividend Growth Fund |
|
|
|
|
|
100,227,684 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AECOM Fixed Income Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
United States Treasury Notes |
|
1.63 |
% |
11/30/2020 |
|
4,685,000 shares |
|
** |
|
4,657,180 |
|
|
|
United States Treasury Notes Dtd 10/31/2012 |
|
0.75 |
% |
10/31/2017 |
|
8,385,000 shares |
|
** |
|
8,340,459 |
|
|
|
United States Treasury Nts Dtd 10/31/2015 |
|
1.38 |
% |
10/31/2020 |
|
4,820,000 shares |
|
** |
|
4,734,898 |
|
|
|
United States Treasury Nts Dtd 11/15/2015 |
|
2.25 |
% |
11/15/2025 |
|
4,385,000 shares |
|
** |
|
4,375,235 |
|
|
|
United States Treasury Nts Dtd 11/30/2015 |
|
0.88 |
% |
11/30/2017 |
|
1,120,000 shares |
|
** |
|
1,116,762 |
|
|
|
US Treasury N/B |
|
3.00 |
% |
11/15/2045 |
|
1,290,000 shares |
|
** |
|
1,286,120 |
|
|
|
FNMA FLTG RT 10-05-2017 |
|
0.28 |
% |
10/5/2017 |
|
950,000 shares |
|
** |
|
948,174 |
|
(Continued)
AECOM RETIREMENT & SAVINGS PLAN
EIN#: 61-1088522 PLAN#: 055
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2015
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
| ||||
|
|
AECOM Fixed Income Fund (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
New York NY City Transitional Finance |
|
5.51 |
% |
8/1/2037 |
|
200,000 shares |
|
** |
|
240,420 |
|
|
|
University California Revs |
|
3.93 |
% |
5/15/2045 |
|
175,000 shares |
|
** |
|
170,436 |
|
|
|
Pvtpl Cr Suisse Group Fdg Guernsey Ltd |
|
3.80 |
% |
9/15/2022 |
|
140,000 shares |
|
** |
|
139,890 |
|
|
|
Pvtpl Ubs Group Fdg Jersey Ltd |
|
4.13 |
% |
9/24/2025 |
|
95,000 shares |
|
** |
|
94,901 |
|
|
|
UBS Ag, Stamford |
|
1.38 |
% |
6/1/2017 |
|
350,000 shares |
|
** |
|
348,332 |
|
|
|
Barclays Plc |
|
5.25 |
% |
8/17/2045 |
|
95,000 shares |
|
** |
|
95,692 |
|
|
|
Pvtpl Lloyds Banking Group Plc |
|
5.30 |
% |
12/1/2045 |
|
245,000 shares |
|
** |
|
248,619 |
|
|
|
Royal Bank Scotland |
|
4.38 |
% |
3/16/2016 |
|
400,000 shares |
|
** |
|
402,610 |
|
|
|
Shell International Financial |
|
4.38 |
% |
5/11/2045 |
|
95,000 shares |
|
** |
|
89,686 |
|
|
|
Abbvie Inc |
|
1.80 |
% |
5/14/2018 |
|
300,000 shares |
|
** |
|
298,619 |
|
|
|
Actavis Fdg Scs |
|
4.75 |
% |
3/15/2045 |
|
130,000 shares |
|
** |
|
126,756 |
|
|
|
Amgen Inc |
|
4.40 |
% |
5/1/2045 |
|
125,000 shares |
|
** |
|
115,815 |
|
|
|
Appalachian Power Company |
|
5.95 |
% |
5/15/2033 |
|
300,000 shares |
|
** |
|
326,540 |
|
|
|
AT&T Inc. |
|
4.75 |
% |
5/15/2046 |
|
245,000 shares |
|
** |
|
224,321 |
|
|
|
AT&T Inc, Sr Note Floating Rate |
|
0.74 |
% |
2/12/2016 |
|
150,000 shares |
|
** |
|
149,934 |
|
|
|
Bank America Corp |
|
4.75 |
% |
4/21/2045 |
|
200,000 shares |
|
** |
|
192,233 |
|
|
|
Baylor Scott |
|
4.19 |
% |
11/15/2045 |
|
200,000 shares |
|
** |
|
189,138 |
|
|
|
Berkshire Hathaway |
|
4.40 |
% |
5/15/2042 |
|
260,000 shares |
|
** |
|
257,432 |
|
|
|
Biogen Inc. |
|
5.20 |
% |
9/15/2045 |
|
142,000 shares |
|
** |
|
142,054 |
|
|
|
Biomed Realty L P |
|
3.85 |
% |
4/15/2016 |
|
450,000 shares |
|
** |
|
451,380 |
|
|
|
Bank America N A Charlotte N C |
|
5.30 |
% |
3/15/2017 |
|
550,000 shares |
|
** |
|
572,151 |
|
|
|
Capital 1 Bank USA National |
|
1.20 |
% |
2/13/2017 |
|
300,000 shares |
|
** |
|
298,522 |
|
|
|
Celgene Corp |
|
5.00 |
% |
8/15/2045 |
|
150,000 shares |
|
** |
|
150,583 |
|
|
|
Chase Manhattan Corp |
|
0.95 |
% |
8/1/2028 |
|
250,000 shares |
|
** |
|
211,250 |
|
|
|
CVS Health Corp |
|
3.88 |
% |
7/20/2025 |
|
140,000 shares |
|
** |
|
142,881 |
|
|
|
Developers |
|
9.63 |
% |
3/15/2016 |
|
200,000 shares |
|
** |
|
203,123 |
|
|
|
Duke Energy |
|
4.25 |
% |
12/15/2041 |
|
300,000 shares |
|
** |
|
299,025 |
|
|
|
Energy Transfer |
|
4.90 |
% |
3/15/2035 |
|
300,000 shares |
|
** |
|
218,133 |
|
|
|
Energy Transfer |
|
5.50 |
% |
6/1/2027 |
|
45,000 shares |
|
** |
|
34,200 |
|
|
|
Energy Transfer |
|
6.13 |
% |
12/15/2045 |
|
50,000 shares |
|
** |
|
40,680 |
|
|
|
Farmers Exchange |
|
5.45 |
% |
10/15/2054 |
|
330,000 shares |
|
** |
|
320,720 |
|
|
|
Gilead Sciences |
|
4.50 |
% |
2/1/2045 |
|
140,000 shares |
|
** |
|
136,943 |
|
|
|
Goldman Sachs |
|
5.25 |
% |
7/27/2021 |
|
425,000 shares |
|
** |
|
469,889 |
|
|
|
Goldman Sachs Group Inc |
|
2.01 |
% |
11/29/2023 |
|
200,000 shares |
|
** |
|
201,775 |
|
|
|
Hartford Healthcare Corp |
|
5.75 |
% |
4/1/2044 |
|
80,000 shares |
|
** |
|
86,671 |
|
|
|
HCP Inc. |
|
3.15 |
% |
8/1/2022 |
|
450,000 shares |
|
** |
|
429,791 |
|
|
|
Heinz H J Co |
|
1.60 |
% |
6/30/2017 |
|
284,000 shares |
|
** |
|
283,177 |
|
|
|
JPMorgan Chase |
|
2.55 |
% |
10/29/2020 |
|
415,000 shares |
|
** |
|
411,518 |
|
|
|
JPMorgan Chase |
|
5.60 |
% |
7/15/2041 |
|
350,000 shares |
|
** |
|
403,995 |
|
|
|
JPMorgan Chase Bank NA New York N Y |
|
6.00 |
% |
10/1/2017 |
|
100,000 shares |
|
** |
|
106,916 |
|
|
|
MA Institute of Technology |
|
3.96 |
% |
7/1/2038 |
|
200,000 shares |
|
** |
|
205,058 |
|
|
|
Microsoft Corp |
|
3.13 |
% |
11/3/2025 |
|
285,000 shares |
|
** |
|
286,512 |
|
|
|
Microsoft Corp |
|
3.75 |
% |
2/12/2045 |
|
180,000 shares |
|
** |
|
165,855 |
|
|
|
Morgan Stanley |
|
5.50 |
% |
1/26/2020 |
|
500,000 shares |
|
** |
|
550,456 |
|
|
|
NextEra Energy Capital |
|
1.59 |
% |
6/1/2017 |
|
300,000 shares |
|
** |
|
298,926 |
|
|
|
Northwestern University |
|
3.69 |
% |
12/1/2038 |
|
145,000 shares |
|
** |
|
145,762 |
|
|
|
Public Service Electric & Gas |
|
4.00 |
% |
6/1/2044 |
|
200,000 shares |
|
** |
|
194,645 |
|
(Continued)
AECOM RETIREMENT & SAVINGS PLAN
EIN#: 61-1088522 PLAN#: 055
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2015
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
| ||||
|
|
AECOM Fixed Income Fund (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Pvtpl American Transmission Systems Inc |
|
5.00 |
% |
9/1/2044 |
|
275,000 shares |
|
** |
|
275,580 |
|
|
|
Pvtpl CCO Safari II LLC |
|
4.46 |
% |
7/23/2022 |
|
240,000 shares |
|
** |
|
239,162 |
|
|
|
Pvtpl Duquesne Light Holdings Inc |
|
5.90 |
% |
12/1/2021 |
|
300,000 shares |
|
** |
|
334,560 |
|
|
|
Pvtpl International Lease Finance Corp |
|
7.13 |
% |
9/1/2018 |
|
200,000 shares |
|
** |
|
219,250 |
|
|
|
Pvtpl Teachers Ins |
|
4.90 |
% |
9/15/2044 |
|
250,000 shares |
|
** |
|
252,522 |
|
|
|
Pvtpl Texas Eastern Transmission LP |
|
2.80 |
% |
10/15/2022 |
|
350,000 shares |
|
** |
|
311,094 |
|
|
|
Pvtpl Wea Fin Llc/Westfield UK & Europe |
|
2.70 |
% |
9/17/2019 |
|
200,000 shares |
|
** |
|
198,352 |
|
|
|
Reckson Oper Partnership L P |
|
6.00 |
% |
3/31/2016 |
|
300,000 shares |
|
** |
|
302,798 |
|
|
|
U.S Airways |
|
7.13 |
% |
10/22/2023 |
|
320,619 shares |
|
** |
|
368,712 |
|
|
|
United Dominion Realty Trust Inc |
|
5.25 |
% |
1/15/2016 |
|
450,000 shares |
|
** |
|
450,433 |
|
|
|
UnitedHealth Group |
|
4.63 |
% |
7/15/2035 |
|
145,000 shares |
|
** |
|
150,527 |
|
|
|
United Airlines |
|
9.75 |
% |
1/15/2017 |
|
276,059 shares |
|
** |
|
291,242 |
|
|
|
Ventas Realty Ltd Partnership / Ventas Capital |
|
3.25 |
% |
8/15/2022 |
|
125,000 shares |
|
** |
|
121,686 |
|
|
|
Verizon |
|
4.86 |
% |
8/21/2046 |
|
225,000 shares |
|
** |
|
213,013 |
|
|
|
Wal-Mart Stores Inc |
|
4.75 |
% |
10/2/2043 |
|
150,000 shares |
|
** |
|
161,336 |
|
|
|
Federal Home Ln Mtg Corp Pool #G08653 |
|
3.00 |
% |
7/1/2045 |
|
698,357 shares |
|
** |
|
697,773 |
|
|
|
Federal Home Ln Mtg Corp Pool #G08659 |
|
3.50 |
% |
8/1/2045 |
|
910,441 shares |
|
** |
|
937,960 |
|
|
|
Federal Home Ln Mtg Corp Pool #G08669 |
|
4.00 |
% |
9/1/2045 |
|
439,091 shares |
|
** |
|
464,218 |
|
|
|
Federal Home Ln Mtg Corp Pool #G08671 |
|
3.50 |
% |
10/1/2045 |
|
904,061 shares |
|
** |
|
931,388 |
|
|
|
Federal Home Ln Mtg Corp Pool #G08672 |
|
4.00 |
% |
10/1/2045 |
|
442,361 shares |
|
** |
|
467,676 |
|
|
|
Federal Home Ln Mtg Corp Pool #G08677 |
|
4.00 |
% |
11/1/2045 |
|
1,221,616 shares |
|
** |
|
1,291,525 |
|
|
|
Federal Home Ln Mtg Corp Pool #G18565 |
|
3.00 |
% |
8/1/2030 |
|
242,645 shares |
|
** |
|
250,303 |
|
|
|
Federal Home Ln Mtg Corp Pool #G18568 |
|
2.50 |
% |
9/1/2030 |
|
703,566 shares |
|
** |
|
710,657 |
|
|
|
Federal Home Ln Mtg Corp Pool #G60238 |
|
3.50 |
% |
10/1/2045 |
|
635,919 shares |
|
** |
|
656,952 |
|
|
|
Federal National Mortgage Assn Gtd Mtg Pool #Al6167 |
|
3.50 |
% |
1/1/2044 |
|
875,906 shares |
|
** |
|
905,094 |
|
|
|
Federal National Mortgage Assn Gtd Mtg Pool #Al6829 |
|
2.97 |
% |
5/1/2027 |
|
467,707 shares |
|
** |
|
463,180 |
|
|
|
Federal National Mortgage Assn Gtd Mtg Pool #Al7092 |
|
3.00 |
% |
7/1/2045 |
|
952,701 shares |
|
** |
|
954,177 |
|
|
|
FHLMC Gold #G07924 |
|
3.50 |
% |
1/1/2045 |
|
871,951 shares |
|
** |
|
900,357 |
|
|
|
FHLMC Gold G60023 |
|
3.50 |
% |
4/1/2045 |
|
866,132 shares |
|
** |
|
895,424 |
|
|
|
FHLMC Pool #G08676 |
|
3.50 |
% |
11/1/2045 |
|
434,095 shares |
|
** |
|
447,216 |
|
|
|
FNMA Pool #464304 |
|
4.36 |
% |
1/1/2020 |
|
192,972 shares |
|
** |
|
208,112 |
|
|
|
FNMA Pool #471522 |
|
3.04 |
% |
5/1/2022 |
|
202,530 shares |
|
** |
|
208,323 |
|
|
|
FNMA Pool #AM3611 |
|
2.96 |
% |
6/1/2023 |
|
210,908 shares |
|
** |
|
215,447 |
|
|
|
FNMA Pool #AM4407 |
|
3.65 |
% |
9/1/2023 |
|
183,839 shares |
|
** |
|
194,472 |
|
|
|
FNMA Pool #AM8497 |
|
2.90 |
% |
4/1/2025 |
|
217,566 shares |
|
** |
|
217,670 |
|
|
|
FNMA Pool #MA1607 |
|
3.00 |
% |
10/1/2033 |
|
443,323 shares |
|
** |
|
455,179 |
|
|
|
FNMA Single Family Mortgage 15 years |
|
2.50 |
% |
1/25/2029 |
|
2,210,000 shares |
|
** |
|
2,227,470 |
|
|
|
FNMA Single Family Mortgage 30 years |
|
3.00 |
% |
4/18/2030 |
|
2,255,000 shares |
|
** |
|
2,255,020 |
|
|
|
FNMA Single Family Mortgage 30 years |
|
3.50 |
% |
1/1/2042 |
|
7,065,000 shares |
|
** |
|
7,289,123 |
|
|
|
FNMA Single Family Mortgage 30 years |
|
4.00 |
% |
4/16/2029 |
|
2,550,000 shares |
|
** |
|
2,698,339 |
|
|
|
FNMA Single Family Mortgage 30 years |
|
4.50 |
% |
1/13/2041 |
|
3,000,000 shares |
|
** |
|
3,239,625 |
|
|
|
GNMA IL Jumbos 30 years |
|
3.50 |
% |
1/1/2045 |
|
2,120,000 shares |
|
** |
|
2,210,017 |
|
|
|
GNMA II Jumbos 30 years |
|
4.50 |
% |
1/21/2040 |
|
745,000 shares |
|
** |
|
800,409 |
|
|
|
GNMA Pool #MA2826 |
|
3.50 |
% |
5/20/2045 |
|
441,144 shares |
|
** |
|
460,551 |
|
(Continued)
AECOM RETIREMENT & SAVINGS PLAN
EIN#: 61-1088522 PLAN#: 055
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2015
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
| ||||
|
|
AECOM Fixed Income Fund (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
GNMA Pool #MA2960 |
|
3.00 |
% |
7/20/2045 |
|
913,465 shares |
|
** |
|
927,095 |
|
|
|
GNMA Pool #MA3033 |
|
3.00 |
% |
8/20/2045 |
|
468,287 shares |
|
** |
|
475,274 |
|
|
|
GNMA Pool #MA3173 |
|
3.50 |
% |
10/20/2045 |
|
472,607 shares |
|
** |
|
493,398 |
|
|
|
GNMA ii Pool #MA2961 |
|
3.50 |
% |
7/20/2045 |
|
420,384 shares |
|
** |
|
438,878 |
|
|
|
Gnmaii Pool #MA3106 |
|
4.00 |
% |
9/20/2045 |
|
547,075 shares |
|
** |
|
581,797 |
|
|
|
I/O FNMA Pool #471955 |
|
2.78 |
% |
8/1/2022 |
|
190,000 shares |
|
** |
|
192,300 |
|
|
|
Federal Home Loan Mtg Corp |
|
0.57 |
% |
7/25/2020 |
|
240,284 shares |
|
** |
|
240,271 |
|
|
|
Federal Home Loan Mtg Corp |
|
0.74 |
% |
7/25/2020 |
|
266,982 shares |
|
** |
|
268,411 |
|
|
|
Federal Home Loan Mtg Corp |
|
0.62 |
% |
8/25/2023 |
|
488,595 shares |
|
** |
|
488,806 |
|
|
|
Federal Home Loan Mtg Corp |
|
0.79 |
% |
7/25/2020 |
|
266,983 shares |
|
** |
|
268,176 |
|
|
|
FHLMC Multiclass Tranche 00154 |
|
3.51 |
% |
4/25/2030 |
|
195,000 shares |
|
** |
|
197,906 |
|
|
|
FHLMC Multiclass Tranche 00268 |
|
3.16 |
% |
5/25/2025 |
|
90,000 shares |
|
** |
|
90,721 |
|
|
|
FNMA Remic Tranche |
|
3.06 |
% |
12/25/2024 |
|
457,190 shares |
|
** |
|
469,426 |
|
|
|
CMO Banc Amer Commercial Mortgage |
|
5.41 |
% |
9/10/2047 |
|
838,804 shares |
|
** |
|
848,517 |
|
|
|
CMO FNMA |
|
5.27 |
% |
10/25/2032 |
|
172,560 shares |
|
** |
|
174,586 |
|
|
|
CMO J P Morgan Chase Commercial Mortgage |
|
5.55 |
% |
5/12/2045 |
|
360,938 shares |
|
** |
|
365,173 |
|
|
|
CMO J P Morgan Chase Commercial Mortgage |
|
2.21 |
% |
5/15/2045 |
|
401,467 shares |
|
** |
|
403,102 |
|
|
|
CMO Morgan Stanley Capital |
|
0.49 |
% |
4/15/2049 |
|
228,277 shares |
|
** |
|
227,804 |
|
|
|
CMO Ubs-Citigroup Commercial Mortgage |
|
2.80 |
% |
1/10/2045 |
|
325,000 shares |
|
** |
|
327,353 |
|
|
|
GNMA |
|
5.35 |
% |
1/16/2041 |
|
285,106 shares |
|
** |
|
297,992 |
|
|
|
J P Morgan Chase |
|
1.68 |
% |
12/15/2047 |
|
500,000 shares |
|
** |
|
497,610 |
|
|
|
Pvtpl CMO Dbubs |
|
3.39 |
% |
7/10/2044 |
|
438,370 shares |
|
** |
|
439,867 |
|
|
|
Pvtpl CMO Morgan Stanley Bank America |
|
1.86 |
% |
2/15/2046 |
|
500,000 shares |
|
** |
|
498,751 |
|
|
|
Pvtpl Ammc Clo 16 Corp Sr Secd |
|
1.82 |
% |
4/14/2027 |
|
250,000 shares |
|
** |
|
247,450 |
|
|
|
Pvtpl Cedar Fdg III Clo Ltd / Cedar Fdg III |
|
1.86 |
% |
5/20/2026 |
|
250,000 shares |
|
** |
|
248,075 |
|
|
|
Pvtpl Magnetite IX Ltd / Magnetite IX LLC |
|
1.74 |
% |
7/25/2026 |
|
240,000 shares |
|
** |
|
237,312 |
|
|
|
Pvtpl Magnetite XI Ltd |
|
1.77 |
% |
1/18/2027 |
|
250,000 shares |
|
** |
|
247,500 |
|
|
|
Chase Issuance Tr Chaseseries |
|
0.58 |
% |
5/15/2019 |
|
235,000 shares |
|
** |
|
234,655 |
|
|
|
Citibank Credit Card Issuance Tr |
|
0.49 |
% |
5/9/2018 |
|
235,000 shares |
|
** |
|
234,978 |
|
|
|
Continental Airlines |
|
7.26 |
% |
3/15/2020 |
|
70,921 shares |
|
** |
|
76,594 |
|
|
|
DSLA Mortgage |
|
0.77 |
% |
7/19/2044 |
|
458,488 shares |
|
** |
|
443,960 |
|
|
|
Encore Cr |
|
0.84 |
% |
1/25/2036 |
|
406,562 shares |
|
** |
|
404,400 |
|
|
|
J P Morgan Mortgage |
|
1.20 |
% |
7/25/2035 |
|
340,000 shares |
|
** |
|
336,669 |
|
|
|
Morgan Stanley Abs Cap I Inc |
|
1.05 |
% |
3/25/2035 |
|
337,611 shares |
|
** |
|
335,669 |
|
|
|
Nationstar Home |
|
0.70 |
% |
9/25/2036 |
|
520,000 shares |
|
** |
|
484,106 |
|
|
|
Navient Student Loan Trust |
|
1.92 |
% |
10/25/2058 |
|
270,000 shares |
|
** |
|
236,166 |
|
|
|
Navient Student Loan Trust |
|
0.86 |
% |
4/25/2023 |
|
500,000 shares |
|
** |
|
493,490 |
|
|
|
Pvtpl Nelnet Student Loan Trust |
|
1.02 |
% |
2/26/2046 |
|
480,000 shares |
|
** |
|
467,446 |
|
|
|
Pvtpl Pheaa Student Loan Trust |
|
0.79 |
% |
10/25/2041 |
|
453,881 shares |
|
** |
|
439,405 |
|
|
|
Pvtpl Slm Student Loan Trust |
|
0.79 |
% |
9/15/2022 |
|
248,863 shares |
|
** |
|
247,249 |
|
|
|
Pvtpl Slm Student Loan Trust |
|
0.41 |
% |
1/26/2026 |
|
500,000 shares |
|
** |
|
477,853 |
|
|
|
Pvtpl Slm Student Loan Trust |
|
0.87 |
% |
4/27/2026 |
|
490,000 shares |
|
** |
|
479,782 |
|
|
|
Pvtpl Voya CLO |
|
1.77 |
% |
7/17/2026 |
|
250,000 shares |
|
** |
|
247,875 |
|
|
|
SLC Student Loan Trust |
|
0.67 |
% |
9/15/2039 |
|
530,000 shares |
|
** |
|
458,378 |
|
|
|
SLC Student Loan Trust |
|
0.67 |
% |
12/15/2038 |
|
490,000 shares |
|
** |
|
419,631 |
|
|
|
SLC Student Loan Trust |
|
2.02 |
% |
7/25/2023 |
|
460,000 shares |
|
** |
|
462,715 |
|
|
|
SLC Student Loan Trust 2005-5 |
|
1.07 |
% |
10/25/2040 |
|
500,000 shares |
|
** |
|
442,508 |
|
|
|
SLC Student Loan Trust 2005-5 |
|
0.46 |
% |
10/25/2028 |
|
500,000 shares |
|
** |
|
468,556 |
|
|
|
SLC Student Loan Trust 2005-7 |
|
0.47 |
% |
10/25/2029 |
|
500,000 shares |
|
** |
|
472,518 |
|
(Continued)
AECOM RETIREMENT & SAVINGS PLAN
EIN#: 61-1088522 PLAN#: 055
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2015
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
AECOM Fixed Income Fund (Continued) |
|
|
|
|
|
|
|
|
|
|
| |
|
|
Bonds (Continued) |
|
|
|
|
|
|
|
|
|
|
| |
|
|
SLM Student Loan Trust 2008-3 |
|
1.52 |
% |
4/26/2083 |
|
285,000 shares |
|
** |
|
233,426 |
| |
|
|
SLM Student Loan Trust 2012-6 |
|
1.17 |
% |
5/26/2026 |
|
475,000 shares |
|
** |
|
470,345 |
| |
|
|
Wachovia Student Loan |
|
0.49 |
% |
4/25/2040 |
|
480,000 shares |
|
** |
|
426,272 |
| |
|
|
Bear Stearns Arm F |
|
3.01 |
% |
11/25/2034 |
|
395,400 shares |
|
** |
|
394,016 |
| |
|
|
CMO American Home Mortgage investment |
|
2.31 |
% |
10/25/2034 |
|
279,386 shares |
|
** |
|
278,812 |
| |
|
|
CMO Bear Stearns |
|
0.58 |
% |
2/25/2034 |
|
315,009 shares |
|
** |
|
286,837 |
| |
|
|
CMO Harborview Mortgage |
|
0.74 |
% |
6/20/2035 |
|
460,917 shares |
|
** |
|
433,129 |
| |
|
|
CMO Merrill Lynch Mortgage |
|
1.23 |
% |
11/25/2029 |
|
311,400 shares |
|
** |
|
300,346 |
| |
|
|
CMO Mortgageit Tr 2005-3 |
|
0.72 |
% |
8/25/2035 |
|
400,040 shares |
|
** |
|
370,303 |
| |
|
|
CMO Sequoia Mtg Tr 2003-2 Mortgage |
|
1.06 |
% |
6/20/2033 |
|
427,620 shares |
|
** |
|
407,181 |
| |
|
|
CMO Sequoia Mortgage Tr Ser 2003-3 |
|
1.06 |
% |
7/20/2033 |
|
412,449 shares |
|
** |
|
387,537 |
| |
|
|
CMO Series 2005-Ar9 Cl A1A |
|
0.74 |
% |
7/25/2045 |
|
418,952 shares |
|
** |
|
401,435 |
| |
|
|
CMO Wamu Mortgage |
|
0.73 |
% |
1/25/2045 |
|
439,414 shares |
|
** |
|
413,828 |
| |
|
|
CMO Washington Mutual Mortgage |
|
0.74 |
% |
8/25/2045 |
|
361,156 shares |
|
** |
|
335,730 |
| |
|
|
CMO Washington Mutual Mortgage |
|
0.71 |
% |
10/25/2045 |
|
467,723 shares |
|
** |
|
430,807 |
| |
|
|
CMO Wells Fargo Mortgage Backed |
|
2.74 |
% |
12/25/2034 |
|
283,042 shares |
|
** |
|
289,176 |
| |
|
|
Morgan Stanley ABS |
|
1.22 |
% |
7/25/2035 |
|
380,000 shares |
|
** |
|
367,965 |
| |
|
|
Pvtpl CMO Citigroup Mortgage Loan |
|
0.70 |
% |
12/25/2035 |
|
453,917 shares |
|
** |
|
419,961 |
| |
|
|
Pvtpl CMO Morgan Stanley Resecuritization |
|
0.67 |
% |
8/26/2047 |
|
406,847 shares |
|
** |
|
387,866 |
| |
|
|
Pvtpl CMO Nomura Resecuritization |
|
0.52 |
% |
8/26/2037 |
|
422,262 shares |
|
** |
|
406,083 |
| |
|
|
Structured Asset Mortgage Invts II Inc |
|
2.48 |
% |
12/19/2034 |
|
360,983 shares |
|
** |
|
359,543 |
| |
|
|
Tsy Infl Ix N/B Treasury Bonds |
|
0.76 |
% |
2/15/2045 |
|
2,290,000 shares |
|
** |
|
2,017,141 |
| |
|
|
United States Of America Inflation Indexed Treasury Notes |
|
0.25 |
% |
1/15/2025 |
|
1,940,000 shares |
|
** |
|
1,859,436 |
| |
|
|
United States Treas Infation Notes |
|
0.38 |
% |
7/15/2025 |
|
55,000 shares |
|
** |
|
53,406 |
| |
|
|
US Treasury Notes Inflation Linked |
|
2.94 |
% |
7/15/2016 |
|
135,000 shares |
|
** |
|
161,553 |
| |
|
|
USA Treasury Notes |
|
0.13 |
% |
4/15/2016 |
|
250,000 shares |
|
** |
|
268,331 |
| |
|
|
MFO Metropolitan West Fds |
|
0.36 |
% |
|
|
97,885 shares |
|
** |
|
962,207 |
| |
|
|
United States Of America Treasury Bills |
|
0.00 |
% |
4/7/2016 |
|
2,750,000 shares |
|
** |
|
2,748,922 |
| |
|
|
United States Treasury Bills |
|
0.00 |
% |
1/7/2016 |
|
15,000 shares |
|
** |
|
15,000 |
| |
|
|
United States Treasury Bills |
|
0.00 |
% |
2/25/2016 |
|
800,000 shares |
|
** |
|
799,903 |
| |
|
|
United States dollar |
|
0.00 |
% |
|
|
2,015,615 shares |
|
** |
|
2,015,615 |
| |
|
|
Securities in transit |
|
|
|
|
|
|
|
|
|
(22,334,003 |
) | |
|
|
Registered Investment Companies |
|
|
|
|
|
|
|
|
|
|
| |
|
|
MFO TCW Funds Inc Emerging Markets Inc |
|
|
|
|
|
62,482 shares |
|
** |
|
466,741 |
| |
|
|
MFO Metropolitan West Funds High Yield |
|
|
|
|
|
200,950 shares |
|
** |
|
1,830,655 |
| |
|
|
Total AECOM Fixed Income Fund |
|
|
|
|
|
|
|
|
|
91,400,376 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Total Investments in Separately Managed Accounts |
|
|
|
|
|
|
|
|
|
217,495,240 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Cash |
|
|
|
|
|
|
|
|
|
54,154,346 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
* |
|
Notes receivable from participants |
|
Interest rates ranging from 4.25% to 9.50%; |
|
** |
|
14,673,506 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Total investments |
|
|
|
|
|
|
|
|
|
$ |
1,849,009,556 |
|
* |
Party-in-interest |
** |
Cost information not required for participant directed investments |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
|
AECOM RETIREMENT & SAVINGS PLAN | |
|
| |
|
|
|
Dated: June 28, 2016 |
By: |
/s/ Bernie Knobbe |
|
|
Bernie Knobbe, Chairman |
|
|
Americas Benefits Administration Committee |
|
|
AECOM |
Exhibit No. |
|
Description |
|
|
|
23.1 |
|
Consent of Vasquez & Company LLP |
|
|
|
23.2 |
|
Consent of RSM US LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-142070 and No. 333-208964) of our report dated June 28, 2016 with respect to the 2015 statements of net assets available for benefits and changes in net assets available for benefits of AECOM Retirement & Savings Plan in the Annual Report Form (11-K) as of and for the year ended December 31, 2015.
/s/ Vasquez & Company LLP |
|
|
|
Los Angeles, California |
|
June 28, 2016 |
|
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in Registration Statement (No. 333-142070 and No. 333-208964) on Form S-8 of AECOM of our report dated June 29, 2015, relating to our audit of the financial statement of AECOM Retirement & Savings Plan (the Plan), which appears in this Annual Report on Form 11-K of the Plan for the year ended December 31, 2015.
/s/ RSM US LLP |
|
|
|
Los Angeles, CA |
|
June 28, 2016 |
|