Attached files
| file | filename |
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| EX-32.1 - EX-32.1 - CH2M HILL COMPANIES LTD | a10-12545_1ex32d1.htm |
| EX-23.3 - EX-23.3 - CH2M HILL COMPANIES LTD | a10-12545_1ex23d3.htm |
| EX-31.2 - EX-31.2 - CH2M HILL COMPANIES LTD | a10-12545_1ex31d2.htm |
| EX-99.2 - EX-99.2 - CH2M HILL COMPANIES LTD | a10-12545_1ex99d2.htm |
| EX-32.2 - EX-32.2 - CH2M HILL COMPANIES LTD | a10-12545_1ex32d2.htm |
| EX-99.3 - EX-99.3 - CH2M HILL COMPANIES LTD | a10-12545_1ex99d3.htm |
| EX-31.1 - EX-31.1 - CH2M HILL COMPANIES LTD | a10-12545_1ex31d1.htm |
| EX-99.4 - EX-99.4 - CH2M HILL COMPANIES LTD | a10-12545_1ex99d4.htm |
| EX-23.2 - EX-23.2 - CH2M HILL COMPANIES LTD | a10-12545_1ex23d2.htm |
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
Form 10-K/A
Amendment No. 1
(MARK ONE)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File Number 000-27261
CH2M HILL Companies, Ltd.
(Exact name of registrant as specified in its charter)
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Oregon |
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93-0549963 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
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9191 South Jamaica
Street, |
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80112-5946 |
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(Address of principal executive offices) |
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(Zip Code) |
(303) 771-0900
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
CH2M HILL common stock, Par Value $0.01 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o |
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Accelerated filer x |
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Non-accelerated filer o |
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price as of June 30, 2009 was approximately $389.1 million. For purposes of this calculation, it is assumed that the registrant’s affiliates include the registrant’s Board of Directors, its executive officers and certain of its employee benefit plans. The registrant disclaims the existence of any control relationship between it and such employee benefit plans.
As of February 12, 2010, there were 31,577,522 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the 2010 Annual Meeting of Shareholders are incorporated by reference in Part III of this Annual Report on Form 10-K where indicated.
EXPLANATORY NOTE
CH2M HILL Companies Ltd. (the “Registrant”) is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “Original Filing”), which was filed with the U.S. Securities and Exchange Commission on February 25, 2010.
This Amendment is being filed because, pursuant to Rule 3-09 of SEC Regulation S-X, the registrant is required to file financial statements of its unconsolidated subsidiaries, Golden Crossing Constructors Joint Venture and CLM Delivery Partner Ltd. The financial statements of Golden Crossing Constructors Joint Venture and CLM Delivery Partner Ltd are filed in this Amendment under Item 15 - Exhibits and Financial Statement Schedules.
Except as described above, no other changes have been made to the Original Filing, and this Form 10-K/A does not amend, update or change any other items or disclosures in the Original Filing. This Form 10-K/A does not reflect events occurring after the Original Filing and, other than providing the financial statements of Golden Crossing Constructors Joint Venture and CLM Delivery Partner Ltd under Item 15, does not modify or update the disclosures in the Original Filing in any way.
PART IV
Item 15. Exhibits and Financial Statement Schedules
Documents Filed as Part of this Report
3. Exhibits
The following exhibits are filed as part of this annual report:
Articles of Incorporation and Bylaws
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Exhibit |
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Description |
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3.1 |
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Restated Articles of Incorporation of CH2M HILL Companies, Ltd. filed as Exhibit A to the Registrant’s Definitive Proxy Statement on schedule 14A on November 13, 2009 (File No. 333-60700) |
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3.2 |
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Restated Bylaws of CH2M HILL Companies, Ltd. filed as Exhibit 3.1 on Current Report on Form 8-K, on November 12, 2009 |
Material Contracts—Management Agreements, Compensatory Plans or Arrangements
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Exhibit |
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Description |
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10.1 |
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CH2M HILL Retirement and Tax-Deferred Savings Plan, as amended and restated effective June 1, 2000 filed as Exhibit 10.1 on Form 10-K, on March 29, 2000 |
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10.2 |
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CH2M HILL Companies, Ltd. Supplemental Executive Retirement and Retention Plan effective January 1, 2009 |
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10.3 |
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CH2M HILL Companies, Ltd. Deferred Compensation Plan effective January 1, 2001 filed as Exhibit 10.23 on Form 10-K, on March 20, 2001 |
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10.4 |
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CH2M HILL Companies, Ltd. Restricted Stock Policy and Administration Plan effective January 1, 2000 filed as Exhibit 10.25 on Form 10-K, on March 20, 2001 |
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10.5 |
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CH2M HILL Companies, Ltd. Short Term Incentive Plan effective January 1, 2000 filed as Exhibit 10.26 on Form 10-K, on March 20, 2001 |
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Exhibit |
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Description |
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10.6 |
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CH2M HILL Companies, Ltd. 2004 Stock Option Plan filed as Appendix A on Schedule 14A Definitive Proxy Statement, on March 26, 2004 |
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10.7 |
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CH2M HILL Companies, Ltd. Payroll Deduction Stock Purchase Plan as amended and restated effective January 1, 2004 filed as Appendix B on Schedule 14A Definitive Proxy Statement, on March 26, 2004 |
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10.8 |
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CH2M HILL Companies, Ltd. Amended and Restated Executive Officers Long Term Incentive Plan effective January 1, 2005, as amended and restated on May 8, 2008 filed as Exhibit 10.1 on Form 10-Q on May 8, 2008 |
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10.9 |
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CH2M HILL Companies, Ltd. Amended and Restated Long Term Incentive (LTI) Plan effective January 1, 2005 filed as Exhibit 10.15 on form 10-K on February 23, 2007 |
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10.10 |
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Change of Control Agreement between CH2M HILL Companies, Ltd. and Robert G. Card filed as Exhibit 10.2 on Form 10-Q, on November 4, 2008 |
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10.11 |
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Change of Control Agreement between CH2M HILL Companies, Ltd. and Lee A. McIntire filed as Exhibit 10.3 on Form 10-Q, on November 4, 2008 |
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10.12 |
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Change of Control Agreement between CH2M HILL Companies, Ltd. and M. Catherine Santee filed as Exhibit 10.4 on Form 10-Q, on November 4, 2008 |
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10.13 |
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Change of Control Agreement between CH2M HILL Companies, Ltd. and Jacqueline C. Rast filed as Exhibit 10.5 on Form 10-Q, on November 4, 2008 |
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Change of Control Agreement between CH2M HILL Companies, Ltd. and Michael E. McKelvy filed as Exhibit 10.6 on Form 10-Q, on November 4, 2008 |
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10.15 |
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Change of Control Agreement between CH2M HILL Companies, Ltd. and Garry M. Higdem filed as Exhibit 10.9 on Form 10-Q, on November 4, 2008 |
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10.16 |
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Change of Control Agreement between CH2M HILL Companies, Ltd. and JoAnn Shea filed as Exhibit 10.10 on Form 10-Q, on November 4, 2008 |
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10.17 |
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Change of Control Agreement between CH2M HILL Companies, Ltd. and Michael A. Szomjassy filed as Exhibit 10.12 on Form 10-Q, on November 4, 2008 |
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10.18 |
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Change of Control Agreement between CH2M HILL Companies, Ltd. and Nancy R. Tuor |
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10.19 |
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CH2M HILL Companies, Ltd. 2009 Stock Option Plan, effective January 1, 2009 filed as Exhibit 10.24 on Form 10-K, on February 24, 2009 |
Material Contracts—Other
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Exhibit |
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Description |
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10.20 |
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Contract with Neidiger, Tucker, Bruner, Inc., filed as Exhibit 99.1 on Form 8-K, on June 24, 2002 |
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10.21 |
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Amended and Restated Credit Facility closed on September 6, 2007, by and among CH2M HILL Companies, Ltd. and certain of its wholly owned subsidiaries. Wells Fargo Bank, National Association, as agent and sole arranger, and other lenders as party thereto (certain portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 24b-2 as promulgated under the Securities Exchange Act of 1934) filed as exhibit 10.1 to CH2M HILL’s Current Report on Form 8-K (Commission File No. 000-27261) on September 13, 2007 |
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10.22 |
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Agreement of Purchase and Sale executed on September 26, 2007 (dated September 11, 2007) by and between CH2M HILL, Inc. and WELLS REIT II—South Jamaica Street, LLC filed as exhibit 10.44 to CH2M HILL’s Current Report on Form 8-K (Commission File No. 000-27261) on September 27, 2007 |
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10.23 |
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Lease Agreement dated as of September 26, 2007, by and between CH2M HILL, Inc. and WELLS REIT II—South Jamaica Street, LLC filed as exhibit 10.43 to CH2M HILL’s Current Report on Form 8-K (Commission File No. 000-27261) on September 27, 2007 and incorporated herein |
Code of Ethics
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Exhibit |
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Description |
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14.1 |
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CH2M HILL Companies, Ltd. Ethics Code for Executive and Financial Officers |
Subsidiaries of the Registrant
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Exhibit |
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Description |
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21.1 |
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Subsidiaries of CH2M HILL Companies, Ltd. |
Consent of Experts and Counsel
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Exhibit |
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Description |
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23.1 |
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Consent of KPMG LLP |
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*23.2 |
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Consent of PricewaterhouseCoopers LLP |
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*23.3 |
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Consent of Ehrhardt Keefe Steiner & Hottman PC |
Power of Attorney
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Exhibit |
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Description |
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24.1 |
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Power of Attorney authorizing signature |
Rule 13a-14(a)/15d-14(a) Certifications
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Exhibit |
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Description |
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*31.1 |
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Written Statement of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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*31.2 |
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Written Statement of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
Section 1250 Certifications
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Exhibit |
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Description |
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*32.1 |
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Written Statement of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) |
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*32.2 |
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Written Statement of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) |
Additional Exhibits
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Exhibit |
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Description |
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99.1 |
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Internal Market Rules, filed as Exhibit 99 to Registration Statement on Form S-1 on March 15, 1999 (File No. 333-74427) |
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*99.2 |
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The balance sheets of Golden Crossing Constructors Joint Venture as of December 31, 2009 and 2008, and the related statements of operations and comprehensive income (loss), changes in members’ deficit and cash flows for each of the years in the three-year period ended December 31, 2009. |
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*99.3 |
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The balance sheets of CLM Delivery Partner Ltd as of December 31, 2009 and 2008, and the related profit and loss accounts and cash flow statements for the years then ended. |
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*99.4 |
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The balance sheets of CLM Delivery Partner Ltd as of December 31, 2008 and 2007, and the related profit & loss accounts and cash flow statements for the years then ended. |
* Filed herewith. All other exhibits not indicated as incorporated by reference from a prior filing were filed as exhibits to the CH2M HILL Companies, Ltd. Annual Report on Form 10-K for the year ended December 31, 2009 (Commission File No. 000-27261) on February 25, 2010.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, Douglas County, State of Colorado, on June 30, 2010.
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CH2M HILL COMPANIES, LTD. |
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By: |
/s/ JOANN SHEA |
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JoAnn Shea |
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Chief Accounting Officer and |
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Interim Chief Financial Officer |
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(Principal Financial Officer) |