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Table of Contents

As filed with the Securities and Exchange Commission on August 1, 2014

Registration No. 333-          


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933



AECOM TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)



Delaware
(State or other jurisdiction of
incorporation or organization)
  8711
(Primary Standard Industrial
Classification Code Number)
  61-1088522
(I.R.S. Employer
Identification Number)

555 South Flower Street, Suite 3700
Los Angeles, California 90071
(213) 593-8000

(Address, Including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices)

Michael S. Burke
President and Chief Executive Officer
555 South Flower Street, Suite 3700
Los Angeles, California 90071
(213) 593-8000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)



Copies to:

Jonathan K. Layne, Esq.
Peter W. Wardle, Esq.
Gibson, Dunn & Crutcher LLP
2029 Century Park East, Suite 4000
Los Angeles, California 90067
(310) 552-8500

 

H. Thomas Hicks
URS Corporation
600 Montgomery Street, 26th Floor
San Francisco, California 94111
(415) 774-2700

 

David E. Shapiro, Esq.
Marshall P. Shaffer, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000



Approximate date of commencement of the proposed sale of the securities to the public:
As soon as practicable after this registration statement becomes effective and upon completion of the merger described in the enclosed document.

            If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

            If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o

            If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

            Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

            Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o



CALCULATION OF REGISTRATION FEE

               
 
Title of Each Class of Securities
to be Registered

  Amount to be
Registered(1)

  Proposed Maximum
Offering Price Per
Share

  Proposed Maximum
Aggregate Offering
Price(2)

  Amount of
Registration Fee(3)

 

Common Stock, par value $0.01 per share

  51,713,680   N/A   $1,722,221,679.04   $221,822.15

 

(1)
The maximum number of shares of common stock, par value $0.01 per share, of AECOM Technology Corporation ("AECOM") estimated to be issuable upon the completion of the merger described herein. This number is based on the exchange of 51,713,680 shares of AECOM common stock for 70,219,891 shares of common stock, par value $0.01 per share, of URS Corporation ("URS") (which is the sum of (i) 68,551,348 shares of URS common stock outstanding as of July 25, 2014, (ii) 1,607,790 shares of URS common stock that would be issuable upon completion of the merger in settlement of equity awards outstanding as of July 25, 2014, (iii) 54,860 shares of URS common stock estimated to be issued between the date hereof and completion of the merger under URS's employee stock purchase plan and (iv) 5,893 shares of URS common stock estimated to be issued between the date hereof and the completion of the merger in settlement of URS stock awards granted to non-employee directors between the date hereof and the completion of the merger), pursuant to the applicable formulas set forth in the Agreement and Plan of Merger (the "merger agreement"), dated as of July 11, 2014, by and among AECOM, ACM Mountain I, LLC, ACM Mountain II, LLC and URS, assuming the Parent Closing Price (as defined in the merger agreement) was $35.136, which was the average of the closing sales prices of AECOM common stock on the New York Stock Exchange for the five trading days beginning on July 21, 2014 and ending on July 25, 2014.

(2)
Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act, and calculated pursuant to Rules 457(f)(1), 457(f)(3) and 457(c) under the Securities Act, the proposed maximum aggregate offering price of the registrant's common stock was calculated based upon the market value of shares of URS common stock (the securities to be cancelled in the merger) in accordance with Rule 457(c) under the Securities Act as follows: (A) the product of (1) $57.44, the average of the high and low prices per shares of URS common stock on July 31, 2014, as quoted on the New York Stock Exchange, multiplied by (2) 70,219,891, the estimated maximum number of shares of URS common stock which may be exchanged in the merger (the "maximum number of shares of URS common stock") (which is the sum of (i) 68,551,348 shares of URS common stock outstanding as of July 25, 2014, (ii) 1,607,790 shares of URS common stock that would be issuable upon completion of the merger in settlement of equity awards outstanding as of July 25, 2014, (iii) 54,860 shares of URS common stock estimated to be issued between the date hereof and completion of the merger under URS's employee stock purchase plan and (iv) 5,893 shares of URS common stock estimated to be issued between the date hereof and the completion of the merger in settlement of URS stock awards granted to non-employee directors between the date hereof and the closing of the merger), less (B) the estimated aggregate amount of cash to paid by the Registrant in exchange for the maximum number of shares of URS common stock (which equals $2,311,208,860).

(3)
Determined in accordance with Section 6(b) of the Securities Act by multiplying the proposed maximum aggregate offering price by 0.0001288.

            The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED August 1, 2014

LOGO

PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT

           AECOM Technology Corporation and URS Corporation have entered into a merger agreement under which AECOM will acquire URS.

           In the proposed transaction, URS stockholders will have the right to elect to receive merger consideration in the form of cash or shares of AECOM common stock, subject to proration in the circumstances described in the enclosed joint proxy statement/prospectus. The stock consideration is expected to be generally tax-free to URS stockholders. AECOM stockholders will continue to own their existing shares of AECOM common stock after the merger.

           The value of the merger consideration will fluctuate with the market price of AECOM common stock and will be determined based on the five-day average (rounded to the nearest one tenth of a cent) of the closing sales prices on the NYSE of AECOM common stock ending on the day before the completion of the merger. Subject to the election, proration and adjustment procedures described in the enclosed joint proxy statement/prospectus, URS stockholders will be entitled to receive, in exchange for each share of URS common stock they hold at the effective time of the merger, either stock or cash consideration with a value equal to the sum of (i) 0.734 multiplied by the average (rounded to the nearest one tenth of a cent) of the closing sales prices on the NYSE for AECOM common stock during the five trading days ending the day before the completion of the merger and (ii) $33.00. As explained in more detail in the enclosed joint proxy statement/prospectus, whether a URS stockholder makes a cash election, a stock election or no election, the value of the consideration that such stockholder receives as of the date of completion of the merger will be approximately equivalent based on the average AECOM closing sales price used to calculate the merger consideration. As an example, based on the average of the closing prices of AECOM common stock for the five trading days ending on July 25, 2014, the most recent practicable trading day before filing of this joint proxy statement/prospectus, for each share of URS common stock held, a URS stockholder would receive approximately either $58.79 in cash or 1.6732 shares of AECOM common stock, subject to proration in the circumstances described in the enclosed joint proxy statement/prospectus.

           In addition, in the proposed transaction, outstanding and unvested URS restricted stock units and URS restricted stock awards that vest solely based on the passage of time and that do not vest by their terms upon the consummation of the merger (including any such equity awards that are granted following the execution of the merger agreement as specifically permitted pursuant to the terms of the merger agreement) (collectively, "URS roll-over award shares") will be converted into AECOM equity awards, on the same terms and conditions as applied to such awards prior to the proposed transaction, with the number of shares of AECOM common stock subject to such awards determined at the same implied exchange ratio as shares of URS common stock are converted into shares of AECOM common stock in the merger, assuming no proration. Holders of certain other URS equity awards ("URS election award shares") will have the right to elect to receive merger consideration in the form of cash or shares of AECOM common stock, subject to proration in the circumstances described in the enclosed joint proxy statement/prospectus.

           Based upon 68,551,348 outstanding shares of URS common stock, 1,607,790 outstanding URS election award shares and 1,373,957 outstanding URS roll-over award shares on the record date for the URS special meeting, AECOM will issue an aggregate of 50,437,444 shares of AECOM common stock to holders of URS common stock as of immediately prior to closing, issue an aggregate of 1,180,118 shares of AECOM common stock to holders of URS election award shares as of immediately prior to closing and reserve an aggregate of 2,298,905 shares of AECOM common stock in respect of AECOM equity awards issued to holders of URS roll-over award shares as of the consummation of the closing, in each case in connection with the merger, although these numbers may change based on the number of outstanding shares of URS common stock, URS election award shares and URS roll-over award shares on the closing date. AECOM will pay an aggregate cash consideration of $2,257,950,321 to holders of URS common stock as of immediately prior to closing in connection with the merger and, assuming 1,607,790 URS election award shares are outstanding as of immediately prior to closing, AECOM will pay an additional aggregate cash consideration of $53,057,070 to holders of URS election award shares. The amount of cash that is ultimately payable to holders of URS election award shares will depend on the number of URS election award shares that are outstanding immediately prior to the closing.

           Upon completion of the merger, we estimate that, on a fully diluted basis, current AECOM stockholders (together with holders of AECOM equity-based awards) will collectively own approximately 66% of the AECOM common stock and current URS stockholders, together with holders of URS election award shares and URS roll-over award shares, will collectively own approximately 34% of the AECOM common stock. A chart showing the cash and stock merger consideration at various hypothetical closing prices of AECOM common stock is provided on page 4 of the enclosed joint proxy statement/prospectus. The market prices of both AECOM common stock and URS common stock will fluctuate before the merger. You should obtain current stock price quotations for AECOM common stock and URS common stock. AECOM common stock, par value $0.01 per share, trades on the NYSE under the symbol "ACM" and URS common stock, par value $0.01 per share, trades on the NYSE under the symbol "URS."

           AECOM and URS will each hold a meeting of its respective stockholders in connection with the merger. AECOM stockholders will be asked to vote on a proposal to approve the issuance of shares of AECOM common stock in connection with the merger pursuant to the merger agreement (the "stock issuance proposal") and certain other related proposals. The AECOM Board of Directors has unanimously approved the merger agreement, has determined that the merger agreement and the transactions contemplated thereby, including the merger and the stock issuance proposal, are advisable and in the best interests of AECOM and its stockholders, and recommends that AECOM stockholders vote (i) "FOR" the stock issuance proposal and (ii) "FOR" the proposal to adjourn the AECOM special meeting, if necessary or appropriate, to solicit additional proxies in favor of the stock issuance.

           URS stockholders will be asked to vote on the adoption of the merger agreement and certain other related proposals. The URS Board of Directors has unanimously approved and adopted the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of URS and its stockholders, and unanimously recommends that URS stockholders vote (i) "FOR" the adoption of the merger agreement, (ii) "FOR" the proposal to adjourn the URS special meeting, if necessary or appropriate, to solicit additional proxies in favor of the adoption of the merger agreement and (iii) "FOR" the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to URS's named executive officers in connection with the merger and the agreements and understandings pursuant to which such compensation may be paid or become payable.

           We cannot complete the merger unless the stockholders of each company approve the proposals related to the merger. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the AECOM or URS special meeting in person, please submit a proxy to vote your shares as promptly as practicable so that your shares may be represented and voted at the AECOM or URS special meeting, as applicable.

           We urge you to read the enclosed joint proxy statement/prospectus carefully. The obligations of AECOM and URS to complete the merger, and the transactions contemplated thereby, are subject to the satisfaction or waiver of several conditions set forth in the merger agreement. More information about AECOM, URS, the special meetings and the merger is included in the enclosed joint proxy statement/prospectus. You should also consider carefully the risks that are described in the "Risk Factors" section beginning on page 31.

           We look forward to the successful transaction involving AECOM and URS.

Sincerely,


/s/ MICHAEL S. BURKE

Michael S. Burke
President and Chief Executive Officer
AECOM Technology Corporation

 

/s/ MARTIN M. KOFFEL

Martin M. Koffel
Chief Executive Officer and Chairman
URS Corporation

           Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the enclosed joint proxy statement/prospectus or determined if the enclosed joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

           The enclosed joint proxy statement/prospectus is dated [    •    ], 2014 and is first being mailed to the stockholders of AECOM and URS on or about [    •    ], 2014.


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LOGO

AECOM TECHNOLOGY CORPORATION
555 South Flower Street, Suite 3700
Los Angeles, California 90071

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On [    •    ], 2014

Dear Stockholders of AECOM Technology Corporation:

        AECOM Technology Corporation and URS Corporation have entered into a merger agreement under which AECOM will acquire URS (the "merger"). We are pleased to invite you to attend a special meeting of stockholders of AECOM that is being held in connection with the merger. The meeting will be held at [    •    ], on [    •    ], 2014, at [    •    ], California time, to consider and vote upon the following matters:

        Completion of the merger is conditioned on, among other things, approval by our stockholders of the stock issuance proposal.

        AECOM will transact no other business at the meeting except such business as may properly be brought before the AECOM special meeting or any adjournment or postponement thereof. Please refer to the joint proxy statement/prospectus of which this notice forms a part for further information with respect to the business to be transacted at the AECOM special meeting.

        The AECOM Board of Directors has unanimously approved the merger agreement and has determined that the merger agreement and the transactions contemplated thereby, including the merger and the stock issuance, are advisable and in the best interests of AECOM and its stockholders. The AECOM Board of Directors unanimously recommends that AECOM stockholders vote "FOR" each of the proposals set forth above.

        The AECOM Board of Directors has fixed the close of business on [    •    ], 2014 as the record date for determination of AECOM stockholders entitled to receive notice of, and to vote at, the AECOM special meeting and any adjournments of the special meeting. Only holders of record of AECOM common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the special meeting of AECOM stockholders. A list of stockholders of AECOM will be available for review for any purpose germane to the AECOM special meeting at AECOM's headquarters, at 555 South Flower Street, Los Angeles, California 90071, during regular business hours for a period of ten days before the AECOM special meeting. The list will also be available at the AECOM special meeting during the whole time thereof for examination by any stockholder of record present at the AECOM special meeting.

        The approval of the stock issuance proposal requires the affirmative vote of holders of a majority of the AECOM common stock, present in person or represented by proxy, at the AECOM special meeting and entitled to vote on the stock issuance proposal, assuming a quorum is present. Approval of the AECOM adjournment proposal requires the affirmative vote of the holders of a majority of the shares of AECOM common stock entitled to vote and present in person or represented by proxy at the AECOM special meeting, whether or not a quorum is present.


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        Your vote is very important. Whether or not you expect to attend the AECOM special meeting in person, we urge you to submit a proxy to vote your shares as promptly as possible by either: (1) logging onto [    •    ] and following the instructions on your proxy card; (2) dialing [    •    ] and listening for further directions; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the AECOM special meeting. If your shares are held in the name of a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by the record holder, as appropriate.

        The enclosed joint proxy statement/prospectus provides a detailed description of the merger, the stock issuance and the merger agreement. We urge you to read carefully and in their entirety the joint proxy statement/prospectus of which this notice forms a part, including any documents incorporated by reference, and the Annexes. If you have any questions concerning the merger, the stock issuance or this joint proxy statement/prospectus, would like additional copies or need help voting your shares of AECOM common stock, please contact AECOM's proxy solicitor:

Georgeson Inc.
480 Washington Boulevard, 26th Floor
Jersey City, New Jersey 07310
Telephone: (888) 549-6618
E-mail: AECOM@georgeson.com

    By Order of the Board of Directors,

 

 

/s/ CHRISTINA CHING

Christina Ching,
Vice President, Corporate Secretary

[    •    ], 2014

Los Angeles, California


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LOGO

URS CORPORATION
600 Montgomery Street, 26th Floor
San Francisco, California 94111

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On [    •    ], 2014

Dear Stockholders of URS Corporation:

        AECOM Technology Corporation and URS Corporation have entered into a merger agreement under which AECOM will acquire URS (the "merger"). We are pleased to invite you to attend a special meeting of stockholders of URS that is being held in connection with the merger. The meeting will be held at [    •    ], on [    •    ], 2014, at [    •    ], California time, to consider and vote upon the following matters:

        Completion of the merger is conditioned on, among other things, adoption of the merger agreement by our stockholders.

        URS will transact no other business at the URS special meeting except such business as may properly be brought before the URS special meeting or any adjournment or postponement thereof. Please refer to the joint proxy statement/prospectus of which this notice forms a part for further information with respect to the business to be transacted at the URS special meeting.

        The URS Board of Directors has unanimously approved and adopted the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of URS and its stockholders. The URS Board of Directors unanimously recommends that URS stockholders vote "FOR" each of the proposals set forth above.

        The URS Board of Directors has fixed the close of business on [    •    ], 2014 as the record date for determination of URS stockholders entitled to receive notice of, and to vote at, the URS special meeting or any adjournments thereof. Only holders of record of URS common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the URS special meeting. A list of the names of URS stockholders of record will be available for ten days prior to the URS special meeting for any purpose germane to the URS special meeting between the regular business hours of 9:00 a.m. and 5:00 p.m., California time, at URS's headquarters, 600 Montgomery Street, 26th Floor, San Francisco, California 94111. The URS stockholder list will also be available at the URS special meeting during the whole time thereof for examination by any stockholder present at such meeting.


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        Adoption of the merger agreement requires the affirmative vote of holders of a majority of the outstanding shares of URS common stock as of the record date for the URS special meeting. Approval of the proposal to adjourn the URS special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of such adjournment to approve such proposal requires the affirmative vote of the holders of a majority of the shares of URS common stock entitled to vote at the URS special meeting and present in person or represented by proxy, whether or not a quorum is present. Approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to URS's named executive officers in connection with the merger, and the agreements and understandings pursuant to which such compensation may be paid or become payable, requires the affirmative vote of the holders of a majority of the shares of URS common stock present in person or represented by proxy at the URS special meeting and entitled to vote thereon, assuming a quorum is present.

        Your vote is very important. Whether or not you expect to attend the URS special meeting in person, we urge you to submit a proxy to vote your shares as promptly as possible by either: (1) logging onto www.proxyvote.com and following the instructions on your proxy card; (2) dialing (800)-690-6903 and listening for further directions; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the URS special meeting. If your shares are held in the name of a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by the record holder, as appropriate.

        The enclosed joint proxy statement/prospectus provides a detailed description of the merger and the merger agreement. We urge you to read carefully and in their entirety the joint proxy statement/prospectus of which this notice forms a part, including any documents incorporated by reference, and the Annexes. If you have any questions concerning the merger or this joint proxy statement/prospectus, would like additional copies or need help voting your shares of URS common stock, please contact URS's proxy solicitor:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
urs@dfking.com
Banks and brokers call collect: (212) 269-5550
Stockholders call toll-free: (800) 901-0068

    By Order of the Board of Directors of URS Corporation,

 

 

/s/ JOSEPH MASTERS

Joseph Masters,
Secretary

[    •    ], 2014

San Francisco, California


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ADDITIONAL INFORMATION

        This joint proxy statement/prospectus incorporates by reference important business and financial information about AECOM and URS from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

AECOM Technology Corporation
555 South Flower Street, Suite 3700
Los Angeles, California 90071
Telephone: (213) 593-8000
Attn: Investor Relations
  URS Corporation
600 Montgomery Street, 26th Floor
San Francisco, California 94111
Telephone: (415) 774-2700
Attn: Investor Relations

or

 

or

Georgeson Inc.
480 Washington Boulevard, 26th Floor
Jersey City, New Jersey 07310
Telephone: (888) 549-6618
E-mail: AECOM@georgeson.com

 

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
urs@dfking.com
Banks and brokers call collect: (212) 269-5550
Stockholders call toll-free: (800) 901-0068

        Investors may also consult AECOM's and URS's websites for more information concerning the merger described in this joint proxy statement/prospectus. AECOM's website is www.AECOM.com and URS's website is www.URS.com. Additionally, information about the merger is available online at www.aecom-urs.com. Information included on these websites is not incorporated by reference into this joint proxy statement/prospectus.

        If you would like to request any documents, please do so by [    •    ], 2014 in order to receive them before the meetings.

        For more information, see "Where You Can Find More Information."


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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

        This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the United States Securities and Exchange Commission (the "SEC") by AECOM, constitutes a prospectus of AECOM under Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of AECOM common stock to be issued pursuant to the merger. This joint proxy statement/prospectus also constitutes a joint proxy statement for both AECOM and URS under Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). It also constitutes a notice of meeting with respect to the special meeting of AECOM stockholders and a notice of meeting with respect to the special meeting of URS stockholders.

        You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [    •    ], 2014. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither our mailing of this joint proxy statement/prospectus to AECOM stockholders or URS stockholders nor the issuance by AECOM of shares of AECOM common stock in connection with the merger will create any implication to the contrary.

        This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation. Information contained in this joint proxy statement/prospectus regarding AECOM has been provided by AECOM and information contained in this joint proxy statement/prospectus regarding URS has been provided by URS.

        All references in this joint proxy statement/prospectus to "AECOM" refer to AECOM Technology Corporation, a Delaware corporation, and/or its consolidated subsidiaries, unless the context requires otherwise; all references in this joint proxy statement/prospectus to "URS" refer to URS Corporation, a Delaware corporation, and/or its consolidated subsidiaries, unless the context requires otherwise; all references to "Merger Sub" refer to ACM Mountain I, LLC, a Delaware limited liability company and direct wholly owned subsidiary of AECOM formed for the sole purpose of effecting the mergers; all references to "Merger Sub I" refer to ACM Mountain II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of AECOM formed for the sole purpose of effecting the mergers; unless otherwise indicated or as the context requires, all references in this joint proxy statement/prospectus to "we," "our" and "us" refer to AECOM and URS, collectively; and, unless otherwise indicated or as the context requires, all references to the "merger agreement" refer to the Agreement and Plan of Merger, dated as of July 11, 2014, as it may be amended from time to time, by and among AECOM, Merger Sub, Merger Sub I and URS, a copy of which is included as Annex A to this joint proxy statement/prospectus. Also, in this joint proxy statement/prospectus, "$" and "USD" refer to U.S. dollars, and "California time" means the local time in California.

i


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TABLE OF CONTENTS

 
  Page

QUESTIONS AND ANSWERS

  v

SUMMARY

  1

The Companies

  1

Risk Factors

  2

The Merger

  2

Litigation Related to the Merger

  16

Listing of AECOM Shares; Delisting and Deregistration of Shares of URS Common Stock

  16

The Merger Will Generally Be Tax-Free to Holders of URS Common Stock Who Receive Only AECOM Common Stock and Taxable to Holders Who Receive Cash

  17

The Meetings

  17

Comparison of Stockholders' Rights

  19

Dividends

  19

Comparative Per Share Market Price Information

  20

Summary Consolidated Historical Financial Data of AECOM

  21

Summary Consolidated Historical Financial Data of URS

  24

Summary Unaudited Pro Forma Condensed Combined Financial Information of AECOM and URS

  26

RISK FACTORS

  31

Risk Factors Relating to the Merger

  31

Risk Factors Relating to AECOM Following the Merger

  35

Other Risk Factors of AECOM and URS

  38

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

  39

THE COMPANIES

  40

AECOM Technology Corporation

  40

URS Corporation

  40

ACM Mountain I, LLC

  40

ACM Mountain II, LLC

  41

THE AECOM SPECIAL MEETING

  42

Date, Time and Place

  42

Purpose of the AECOM Special Meeting

  42

Recommendation of the Board of Directors of AECOM

  42

AECOM Record Date; Stockholders Entitled to Vote

  42

Voting by AECOM's Directors and Executive Officers

  42

Quorum

  43

Required Vote

  43

Failures to Vote, Broker Non-Votes and Abstentions

  43

Voting at the AECOM Special Meeting

  44

Voting in Person

  44

Voting by Proxy

  44

How Proxies Are Counted

  45

Revocation of Proxies

  45

Solicitation of Proxies

  46

Adjournments or Postponements

  46

AECOM PROPOSALS

  47

AECOM Proposal 1: Approval of the Stock Issuance Proposal

  47

AECOM Proposal 2: Adjournment of the AECOM Special Meeting

  48

THE URS SPECIAL MEETING

  49

Date, Time and Place

  49

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  Page

Purpose of the URS Special Meeting

  49

Recommendation of the Board of Directors of URS

  49

URS Record Date; Stockholders Entitled to Vote

  49

Voting by URS's Directors and Executive Officers

  49

Quorum

  50

Required Vote

  50

Failures to Vote, Broker Non-Votes and Abstentions

  50

Voting at the URS Special Meeting

  51

Voting in Person

  51

Voting by Proxy

  51

How Proxies Are Counted

  52

Revocation of Proxies

  53

Solicitation of Proxies

  53

Adjournments or Postponements

  53

URS PROPOSALS

  55

URS Proposal 1: Adoption of the Merger Agreement

  55

URS Proposal 2: Adjournment of the URS Special Meeting

  56

URS Proposal 3: Approval of Golden Parachute Payments

  57

THE MERGER

  58

Effects of the Merger

  58

Background of the Merger

  58

AECOM's Reasons for the Merger; Recommendation of the AECOM Board of Directors

  76

Opinion of AECOM's Financial Advisor—BofA Merrill Lynch

  78

Opinion of AECOM's Financial Advisor—Moelis & Company LLC

  87

Certain AECOM Prospective Financial Information

  94

URS's Reasons for the Merger; Recommendation of the URS Board of Directors

  96

Opinion of URS's Financial Advisor—Citigroup Global Markets Inc.

  101

Opinion of URS's Financial Advisor—Dean Bradley Osborne Partners LLC

  109

Certain URS Prospective Financial Information

  118

Debt Financing

  121

Interests of AECOM's Directors and Executive Officers in the Merger

  122

Interests of URS's Directors and Executive Officers in the Merger

  122

AECOM Board of Directors and Management Following the Merger

  128

Regulatory Clearances Required for the Merger

  128

Dividends

  129

Listing of AECOM Shares

  130

Delisting and Deregistration of URS Common Stock

  130

Appraisal Rights

  130

Litigation Related to the Merger

  134

THE MERGER AGREEMENT

  135

Terms of the Merger

  135

Effective Time and Completion of the Merger

  136

Consideration to Be Received in the Merger

  136

Conversion of Shares; Exchange of Certificates; Elections as to Form of Consideration

  140

Treatment of URS Equity Awards

  143

Representations and Warranties

  144

Conduct of Business

  146

No Solicitation of Alternative Proposals

  150

Efforts to Obtain Required Stockholder Votes

  153

Efforts to Complete the Merger

  154

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  Page

Debt Financing Covenants

  155

Governance Matters Following the Merger

  155

Employee Benefits Matters

  156

D&O Indemnification

  157

Other Covenants and Agreements

  157

Conditions to Completion of the Merger

  157

Termination of the Merger Agreement

  159

Expenses and Termination Fees; Liability for Breach

  160

Amendments, Extensions and Waivers

  162

No Third-Party Beneficiaries

  162

Remedies; Specific Performance

  162

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

  164

ACCOUNTING TREATMENT

  167

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

  168

COMPARATIVE STOCK PRICE DATA AND DIVIDENDS

  183

DESCRIPTION OF AECOM CAPITAL STOCK

  184

COMPARISON OF STOCKHOLDERS' RIGHTS

  187

LEGAL MATTERS

  194

EXPERTS

  194

AECOM

  194

URS

  194

FUTURE STOCKHOLDER PROPOSALS

  195

AECOM

  195

URS

  195

HOUSEHOLDING OF JOINT PROXY STATEMENT/PROSPECTUS

  196

OTHER MATTERS

  196

WHERE YOU CAN FIND MORE INFORMATION

  196

INFORMATION NOT REQUIRED IN PROSPECTUS; UNDERTAKINGS

  II-1

SIGNATURES

   

POWER OF ATTORNEY

   

EXHIBIT INDEX

   

ANNEX A—AGREEMENT AND PLAN OF MERGER

 
 

ANNEX B—OPINION OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

   

ANNEX C—OPINION OF MOELIS & COMPANY LLC

   

ANNEX D—OPINION OF CITIGROUP GLOBAL MARKETS INC.

   

ANNEX E—OPINION OF DEAN BRADLEY OSBORNE PARTNERS LLC

   

ANNEX F—SECTION 262 OF DELAWARE GENERAL CORPORATION LAW

   

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QUESTIONS AND ANSWERS

        The following are some questions that you, as a stockholder of AECOM Technology Corporation, a Delaware corporation ("AECOM"), or URS Corporation, a Delaware corporation ("URS"), may have regarding the merger and the other matters being considered at the special meetings and the answers to those questions. AECOM and URS urge you to carefully read the remainder of this joint proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the merger and the other matters being considered at the special meetings. Additional important information is also contained in the Annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus.

Q:
Why am I receiving this joint proxy statement/prospectus?

A:
AECOM and its newly formed, direct wholly owned subsidiaries, ACM Mountain I, LLC ("Merger Sub") and ACM Mountain II, LLC ("Merger Sub I"), have entered into an Agreement and Plan of Merger, dated as of July 11, 2014 (as it may be amended from time to time, the "merger agreement"), with URS. Subject to the terms and conditions of the merger agreement, at the effective time of the merger, Merger Sub will be merged with and into URS, with URS surviving the merger as a wholly owned subsidiary of AECOM (the "merger"). At the effective time of the second merger, which will be immediately following the merger, and as part of a single integrated transaction with the merger, URS will be merged with and into Merger Sub I, with Merger Sub I surviving the second merger as a limited liability company and a wholly owned subsidiary of AECOM (the "second merger" and, together with the merger, the "mergers"). There are no conditions to the second merger other than consummation of the merger. A copy of the merger agreement is included in this joint proxy statement/prospectus as Annex A.

The merger cannot be completed unless, among other things:

holders of a majority of the shares of AECOM common stock present in person or represented by proxy at the AECOM special meeting vote to approve the issuance of shares of AECOM common stock in connection with the merger pursuant to the merger agreement (the "stock issuance"); and

holders of a majority of the shares of the outstanding URS common stock as of the record date for the URS special meeting vote to adopt the merger agreement.

 

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Q:
What will I receive in the merger in exchange for my shares of common stock?

A:
AECOM Stockholders:    If the merger is completed, AECOM stockholders will not receive any merger consideration and will continue to hold the shares of AECOM common stock which they currently hold. Following the merger, shares of AECOM common stock will continue to be traded on the New York Stock Exchange (the "NYSE") under the symbol "ACM."

URS Stockholders:    If the merger is completed, URS stockholders will be entitled to receive, in exchange for each share of URS common stock they hold at the effective time of the merger, either stock or cash consideration with a value equal to the sum of (i) 0.734 multiplied by the average (rounded to the nearest one tenth of a cent) of the closing sales prices on the NYSE for AECOM common stock during the five trading days ending the day before the completion of the merger (the "average five-day AECOM closing price") and (ii) $33.00. URS stockholders will have the right to elect to receive merger consideration for each of their shares of URS common stock in the form of cash or shares of AECOM common stock, subject to proration in the circumstances described below. In the event of proration, a URS stockholder may receive a portion of the merger consideration in a form other than that which such stockholder elected.

The value of the merger consideration will fluctuate with the market price of the AECOM common stock and will be determined based on the average five-day AECOM closing price. We urge you to obtain current market quotations of shares of AECOM and URS common stock. As explained in more detail in this joint proxy statement/prospectus, whether a URS stockholder makes a cash election or a stock election, the value of the consideration that such stockholder receives as of the date of completion of the merger will be approximately equivalent based on the average five-day AECOM closing price used to calculate the merger consideration. A URS stockholder may specify different elections with respect to different shares that such stockholder holds (e.g., if a URS stockholder owns 100 shares of URS common stock, that stockholder could make a cash election with respect to 50 shares and a stock election with respect to the other 50 shares).

The aggregate amount of cash to be paid to holders of URS common stock (not including, for this purpose, URS election award shares (as defined below)) as of immediately prior to closing is fixed in the merger agreement at $2,257,950,321. As a result, if the cash election is oversubscribed or undersubscribed, then certain adjustments will be made to the merger consideration to proportionately reduce the cash or stock amounts received by the URS stockholders in the manner described below in the section entitled "The Merger Agreement—Consideration to Be Received in the Merger—Proration." To the extent that the number of outstanding shares of URS increases between the date of the merger agreement and the effective time of the merger, due to the vesting of stock-settled awards or as otherwise permitted by the merger agreement, the aggregate number of shares of AECOM common stock to be issued as consideration in the merger will be increased accordingly, but the aggregate amount of cash to be paid as consideration to holders of URS common stock will not change. In addition, if the aggregate consideration to be paid to any holder

 

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Q:
What will I receive in the merger in exchange for my equity awards?

A:
AECOM Stockholders:    If the merger is completed, holders of AECOM equity awards will not receive any merger consideration and will continue to hold the AECOM equity awards that they currently hold.

URS Stockholders:    If the merger is completed, certain URS equity awards ("URS roll-over award shares") will be assumed by AECOM and converted into AECOM equity awards as follows:

Certain URS Time Vesting Restricted Stock Units and Restricted Stock Awards.  Upon consummation of the merger, each outstanding and unvested URS restricted stock unit and URS restricted stock award that vests solely based on the passage of time and that does not vest by its terms upon the consummation of the merger will be assumed by AECOM and converted into restricted stock and restricted stock units with respect to whole shares of AECOM common stock, on the same terms and conditions as applied to such URS restricted stock unit and URS restricted stock awards immediately prior to the consummation of the merger, with the number of shares of AECOM common stock subject to each such assumed share of restricted stock and restricted stock unit determined based upon the exchange ratio, which is the quotient, rounded to the nearest one ten thousandth, obtained by dividing the per share cash amount (which is the amount obtained by adding (i) $33.00 and (ii) the product of 0.734 times the average five-day AECOM closing price) by the average five-day AECOM closing price. Any corresponding accrued but unpaid dividends and dividend equivalents with respect to such URS restricted stock units and URS restricted stock awards will also be assumed by AECOM and remain outstanding as an obligation with respect to the converted award.

In addition, if the merger is completed, holders of certain other URS equity awards ("URS election award shares") will have the right to elect to receive merger consideration in the form of cash or shares of AECOM common stock, subject to proration in the circumstances described in the enclosed joint proxy statement/prospectus:

Certain URS Time Vesting Restricted Stock Units and Restricted Stock Awards.  Immediately prior to the consummation of the merger, each outstanding URS restricted stock unit and URS restricted stock award that vests solely based on the passage of time and that either is vested,

 

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Q:
What are the details of the consideration election?

A:
You will be allowed to make a cash election with respect to any or all of your shares of URS common stock and/or a stock election with respect to any or all of your other shares of URS common stock (subject to proration if cash is oversubscribed or undersubscribed):

A cash election with respect to a share of URS common stock means a request to receive cash in the amount (the "per share cash amount") of (1) $33.00 plus (2) the product, rounded to the nearest one tenth of a cent, of 0.734 multiplied by the average, rounded to the nearest one tenth of a cent, of the average five-day AECOM closing price.

A stock election with respect to a share of URS common stock means a request to receive that number of shares of AECOM common stock equal to (1) the per share cash amount divided by (2) the average five-day AECOM closing price.

 

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Q:
How do I make an election?

A:
If you are the record holder of shares of URS common stock on [    •    ], 2014, the record date for the URS special meeting (the "URS record date"), you will receive an election form enclosed with this joint proxy statement/prospectus (the "election form") specifying the number of shares of URS common stock, if any, you desire to convert into the right to receive merger consideration in the form of cash or shares of AECOM common stock. You must deliver a completed election form by 2:00 p.m., California time, on [    •    ] (the "election deadline"), to [    •    ], as exchange agent (whom we refer to as the "exchange agent"). Such election form must be accompanied by the certificates representing the shares of URS common stock (or guarantee of delivery), unless such shares are in book-entry form ("book-entry shares"), in which case you should follow the instructions set forth in the election form. If you hold your shares of URS common stock through a bank, broker or other nominee, your bank, broker or other nominee, as applicable, will provide you with instructions on how to make an election. If your election form is received after the election deadline or you fail to comply with your bank's, broker's or nominee's instructions, your election will be disregarded, and you will receive consideration in whatever form or mix that remains after taking into account other URS stockholders' preferences.
Q:
How can I change my election?

A:
If you are a record holder of URS common stock, you may (i) change your election by written notice received by the exchange agent prior to the election deadline, accompanied by a properly completed and signed revised election form or (ii) revoke your election by written notice received by the exchange agent prior to the election deadline or by withdrawal, prior to the election deadline, of the certificates representing your shares of URS common stock, or of the guarantee of delivery of such certificates, previously deposited with the exchange agent. If your election form is revoked, the certificate(s) (or guarantees of delivery, as appropriate), if any, for the shares of URS common stock to which such election form relates will be promptly returned to you.
Q:
Am I required to make an election in order to receive the merger consideration?

A:
No. If you do not make an election, you will still receive the merger consideration upon completion of a duly executed letter of transmittal and delivery of your stock certificates (or book-entry shares). However, if you have a preference for a specific form of merger consideration and do not make an election, the exchange agent will not take your preference into consideration. If you do not make an election, you will receive the merger consideration in whatever form or mix remains after giving effect to the preferences of the URS stockholders that do make elections. If the cash election is oversubscribed, you will receive shares of AECOM common stock; if the cash election option is undersubscribed, you will receive cash consideration.

 

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Q:
When and where will the special meetings be held?

A:
AECOM Stockholders:    The AECOM special meeting will be held at [    •    ], on [    •    ], 2014, at [    •    ], California time.

URS Stockholders:    The URS special meeting will be held at [    •    ], on [    •    ], 2014, at [    •    ], California time.

Q:
What are the proposals on which I am being asked to vote?

A:
AECOM Stockholders:    AECOM is soliciting proxies from its stockholders with respect to two proposals:

the stock issuance proposal, approval of which is a condition to completion of the merger; and

the AECOM adjournment proposal, approval of which is not a condition to completion of the merger.

URS Stockholders:    URS is soliciting proxies from its stockholders with respect to three proposals:

a proposal to adopt the merger agreement, approval of which is a condition to completion of the merger;

the URS adjournment proposal, approval of which is not a condition to completion of the merger; and

the golden parachute proposal, approval of which is not a condition to completion of the merger.

Q:
What constitutes a quorum at the meetings?

A:
AECOM Stockholders:    Stockholders who hold a majority of the shares of AECOM common stock outstanding on [    •    ], 2014, the record date for the AECOM special meeting (the "AECOM record date"), and who are entitled to vote must be present in person or represented by proxy to constitute a quorum at the AECOM special meeting. Subject to consultation with URS pursuant to the terms of the merger agreement, the AECOM stockholders, by a majority vote at the meeting by the holders of AECOM common stock entitled to vote and present in person or represented by proxy, whether or not a quorum is present, may adjourn the meeting to another time or place without further notice. If the adjournment is for more than 30 days or, if after the adjournment, a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting.

Failures to vote will not be included in the calculation of the number of shares of AECOM common stock represented at the AECOM special meeting for purposes of determining whether a quorum has been achieved. Abstentions will be included in the calculation of the number of shares of AECOM common stock represented at the AECOM special meeting for purposes of determining whether a quorum has been achieved. Under NYSE rules, if brokers do not have discretion to vote on any of the proposals at a stockholders' meeting, broker non-votes will not count toward the calculation of a quorum. As each of the proposals to be voted on at the AECOM special meeting is considered "non-routine" under NYSE rules, brokers do not have discretion to vote on such proposals and, as such, broker non-votes will not be included in the calculation of the number of shares of AECOM common stock represented at the AECOM special meeting for purposes of determining whether a quorum has been achieved.

URS Stockholders:    Stockholders who hold shares representing at least a majority of the outstanding shares of URS common stock entitled to vote at the URS special meeting must be present in person or represented by proxy to constitute a quorum for the transaction of business at

 

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Q:
How do I vote?

A:
AECOM Stockholders:    If you are a stockholder of record of AECOM as of the close of business on the AECOM record date, you may vote in person by attending the AECOM special meeting or, to ensure your shares are represented at the AECOM special meeting, you may authorize a proxy to vote by:

logging onto [    •    ] and following the instructions on your proxy card to submit a proxy via the internet anytime up to [    •    ], California time, on [    •    ], 2014, and following the instructions provided on that site;

dialing [    •    ] and listening for further directions to submit a proxy by telephone anytime up to [    •    ], California time, on [    •    ], 2014, and following the instructions provided in the recorded message; or

signing and returning the accompanying proxy card in the enclosed postage-paid envelope. AECOM stockholders of record may submit their proxies through the mail by completing their proxy card and signing, dating and returning it in the enclosed, pre-addressed, postage-paid envelope. To be valid, a returned proxy card must be signed and dated.

URS Stockholders:    If you are a stockholder of record of URS as of the close of business on the URS record date, you may vote in person by attending the URS special meeting or, to ensure your shares are represented at the URS special meeting, you may authorize a proxy to vote by:

logging onto www.proxyvote.com and following the instructions on your proxy card to submit a proxy via the internet anytime up to 8:59 p.m., California time, on [    •    ], 2014, and following the instructions provided on that site;

dialing (800)-690-6903 and listening for further directions to submit a proxy by telephone anytime up to 8:59 p.m., California time, on [    •    ], 2014, and following the instructions provided in the recorded message; or

signing and returning the accompanying proxy card in the enclosed postage-paid envelope. URS stockholders of record may submit their proxies through the mail by signing, dating, completing

 

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Q:
If my shares are held in a stock brokerage account, or in "street name" by my broker, bank or nominee, will my broker, bank or nominee automatically vote my shares for me?

A:
No. If you hold your shares in a stock brokerage account or if your shares are held by a bank or nominee (that is, in "street name"), you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank, broker or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to AECOM or URS or by voting in person at your special meeting unless you provide a "legal proxy," which you must obtain from your bank, broker or other nominee. Further, brokers who hold shares of AECOM or URS common stock on behalf of their customers may not give a proxy to AECOM or URS to vote those shares without specific instructions from their customers.

Q:
What if I return my proxy card without indicating how to vote?

A:
If you sign and return your proxy card without indicating how to vote on any particular proposal, your shares will be voted in accordance with the recommendation of the AECOM or URS Board of Directors, as applicable, with respect to such proposal.

Q:
If I am a URS stockholder, should I send in my URS stock certificates with my proxy card?

A:
No. Please DO NOT send your URS stock certificates with your proxy card. You are being provided an election form and instructions regarding the surrender of your stock certificates. If you wish to make an election with respect to your shares of URS common stock, you should, prior to the election deadline, send your URS stock certificates (if any) to the exchange agent, together with your completed, signed election form.

Q:
How many votes do I have?

A:
AECOM Stockholders:    Holders of AECOM common stock are entitled to one vote for each share of AECOM common stock owned as of the AECOM record date. As of the close of business on the AECOM record date, there were [    •    ] outstanding shares of AECOM common stock, approximately [    •    ]% of which were beneficially owned by the directors and executive officers of AECOM and their affiliates.

URS Stockholders:    Holders of URS common stock are entitled to one vote for each share of URS common stock owned as of the close of business on the URS record date. As of the close of business on the URS record date, there were [    •    ] shares of URS common stock outstanding and entitled to vote at the URS special meeting, approximately [    •    ]% of which were beneficially owned by the directors and executive officers of URS and their affiliates.

Q:
What vote is required to approve each proposal?

A:
AECOM Stockholders:    Approval of the stock issuance proposal requires the affirmative vote of holders of the majority of shares of AECOM common stock present in person or represented by proxy at the AECOM special meeting and entitled to vote thereon, assuming a quorum is present, and is a condition to completion of the merger. Approval of the AECOM adjournment proposal requires the affirmative vote of the holders of a majority of the shares of AECOM common stock

 

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Q:
What will happen if I fail to vote or I abstain from voting?

A:
AECOM Stockholders:    If you are an AECOM stockholder and you fail to vote, it will have no effect on the AECOM adjournment proposal or, assuming a quorum is present, on the stock issuance proposal. If you abstain from voting, your shares will be counted as represented at the AECOM special meeting, and it will have the same effect as a vote "AGAINST" the stock issuance proposal and "AGAINST" the AECOM adjournment proposal.

URS Stockholders:    If you are a URS stockholder and you fail to vote, it will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement, but it will have no effect on the URS adjournment proposal or, assuming a quorum is present, on the golden parachute proposal. If you abstain from voting, your shares will be counted as represented at the URS special meeting, and it will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement, "AGAINST" the URS adjournment proposal and "AGAINST" the golden parachute proposal.

Q:
What will happen if I fail to instruct my broker, bank or nominee how to vote?

A:
AECOM Stockholders:    If you are an AECOM stockholder and you do not instruct your broker, bank or nominee on how to vote your shares, your broker may not vote your shares at the AECOM special meeting. This will have no effect on the AECOM adjournment proposal or, assuming a quorum is present, on the stock issuance proposal.

URS Stockholders:    If you are a URS stockholder and you do not instruct your broker, bank or nominee on how to vote your shares, your broker may not vote your shares at the URS special meeting. This will have the same effect as a vote "AGAINST" the adoption of the merger agreement, but will have no effect on the URS adjournment proposal or, assuming a quorum is present, on the golden parachute proposal.

Q:
Can I change my vote after I have returned a proxy or voting instruction card?

A:
AECOM Stockholders:    Yes. You can change your vote at any time before your proxy is voted at your special meeting. You can do this in one of three ways:

you can send a signed notice of revocation;

you can grant a new, valid proxy bearing a later date including by telephone or via the internet; or

 

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Q:
How does the AECOM Board of Directors recommend that AECOM stockholders vote?

A:
The AECOM Board of Directors has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger and the stock issuance, are advisable and in the best interests of AECOM and its stockholders. The AECOM Board of Directors unanimously recommends that the AECOM stockholders vote (i) "FOR" the stock issuance proposal and (ii) "FOR" the AECOM adjournment proposal.

Q:
How does the URS Board of Directors recommend that URS stockholders vote?

A:
The URS Board of Directors has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and in the best interests of URS and its stockholders. The URS Board of Directors unanimously recommends that URS stockholders vote (i) "FOR" the adoption of the merger agreement, (ii) "FOR" the URS adjournment proposal and (iii) "FOR" the golden parachute proposal.

Prior to any decision made by the URS Board of Directors, URS director Lydia Kennard disclosed to the URS Board of Directors that she is President and CEO of KDG Construction Consulting, which is currently a subcontractor to AECOM. Accordingly, she was not present at the meeting in which this transaction was considered by the board and therefore did not participate in any board decision with respect to a transaction with AECOM. Therefore, references in this joint proxy statement/prospectus to the URS Board of Directors are references to all URS directors with the exception of Ms. Kennard, and references to the unanimous approval of the URS Board of Directors are references to unanimous approval, with Ms. Kennard abstaining.

 

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Q:
When do you expect the merger to be completed?

A:
AECOM and URS expect to complete the merger as soon as reasonably practicable and expect the closing of the merger to occur in October 2014. However, the merger is subject to various regulatory approvals and the satisfaction or waiver of other conditions, and it is possible that factors outside the control of AECOM and URS could result in the merger being completed at an earlier time, a later time or not at all. There may be a substantial amount of time between the date on which the special meetings are held and the date of the completion of the merger.

Q:
Are stockholders entitled to appraisal rights?

A:
AECOM Stockholders:    No. Under Delaware law, you are not entitled to appraisal rights in connection with the merger.

URS Stockholders:    Depending upon the elections made by holders of shares of URS common stock with respect to the form of consideration to be received in the merger, Delaware law may entitle the holders of shares of URS common stock, who comply with the procedures specified in Section 262 of the Delaware General Corporation Law (the "DGCL"), to have their shares appraised by the Delaware Court of Chancery. Specifically, holders, if any, of shares of URS common stock who make a stock election (as more fully explained below under "The Merger Agreement—Consideration to Be Received in the Merger—Stock Election"), but are forced to accept cash consideration in respect of such shares by reason of proration (and not simply cash in lieu of fractional shares) (as more fully explained below under "The Merger Agreement—Consideration to Be Received in the Merger—Proration"), would be entitled to have the "fair value" of such shares appraised by the Delaware Court of Chancery if they otherwise comply with the procedures of Section 262. Under Delaware law, holders of shares of URS common stock who choose not to make an election with respect to the form of merger consideration to be received for their shares will not be entitled to appraisal rights.

As of the date of the mailing of this joint proxy statement/prospectus, we cannot definitively state whether appraisal rights will be available as a result of the merger because (i) the availability of appraisal rights depends on whether and the extent to which the cash consideration is undersubscribed, and (ii) we will not know whether the cash consideration is undersubscribed to the extent that appraisal rights would be available until the election deadline (as more fully explained below under "The Merger Agreement—Consideration to Be Received in the Merger"). In the event that the cash consideration is undersubscribed to the extent that appraisal rights would be available, URS stockholders who have otherwise complied with the requirements of Section 262 will be advised of the availability of appraisal rights within ten days of the merger in the notice of the effective date of the merger required by Section 262. If the cash consideration is not undersubscribed to the extent that appraisal rights would be available, AECOM will issue a public announcement and file a Current Report on Form 8-K with the SEC informing URS stockholders that appraisal rights will not be available in connection with the merger.

Because URS stockholders may be entitled to appraisal rights under certain circumstances, we urge you to read the summary of appraisal rights contained in this joint proxy statement/prospectus under the section entitled "The Merger—Appraisal Rights," as well as DGCL Section 262, which has been attached hereto as Annex F. If you wish to preserve the ability to exercise appraisal rights, you must make a written demand for appraisal of your shares as described in the section entitled "The Merger—Appraisal Rights" and in DGCL Section 262.

 

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Q:
Who can help answer my questions?

A:
AECOM stockholders or URS stockholders who have questions about the merger or the stock issuance, the other matters to be voted on at the special meetings, or how to submit a proxy, or desire additional copies of this joint proxy statement/prospectus or additional proxy cards should contact:

If you are an AECOM stockholder:

 

If you are a URS stockholder:

Georgeson Inc.
480 Washington Boulevard, 26th Floor
Jersey City, New Jersey 07310
Telephone: (888) 549-6618
E-mail: AECOM@georgeson.com

 

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
urs@dfking.com
Banks and brokers call collect: (212) 269-5550
Stockholders call toll-free: (800) 901-0068

or

 

or

AECOM Technology Corporation
555 South Flower Street, Suite 3700
Los Angeles, California 90071
Attn: Investor Relations
Telephone: (213) 593-8000

 

URS Corporation
600 Montgomery Street, 26th Floor
San Francisco, California 94111
Attn: Investor Relations
Telephone: (415) 774-2700

 

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SUMMARY

        This summary highlights information contained elsewhere in this joint proxy statement/prospectus and may not contain all the information that is important to you with respect to the merger, the stock issuance and the other matters being considered at the AECOM and URS special meetings. AECOM and URS urge you to read the remainder of this joint proxy statement/prospectus carefully, including the attached Annexes, and the other documents to which we have referred you. See also the section entitled "Where You Can Find More Information." We have included page references in this summary to direct you to a more complete description of the topics presented below.


The Companies

AECOM Technology Corporation (See page 40)

        AECOM is a leading provider of professional technical and management support services for public and private clients around the world. AECOM offers its services through two business segments: Professional Technical Services ("PTS") and Management Support Services ("MSS"). AECOM's PTS segment delivers planning, consulting, architectural and engineering design, and program and construction management services to commercial and government clients worldwide in major end markets such as transportation, facilities, environmental, energy, water and government. AECOM's MSS segment provides program and facilities management and maintenance, training, logistics, consulting, technical assistance and systems integration services, primarily for agencies of the U.S. government. AECOM completed the initial public offering of its common stock in May 2007.

        Shares of AECOM common stock are traded on the NYSE under the symbol "ACM." Following the merger, shares of AECOM common stock will continue to be traded on the NYSE under the symbol "ACM."

        The principal executive offices of AECOM are located at 555 South Flower Street, Suite 3700, Los Angeles, California 90071, and its telephone number is (213) 593-8000.


URS Corporation (See page 40)

        URS provides a broad range of engineering, construction, and technical services to public agencies and private sector companies around the world. URS's Infrastructure & Environment Division provides program management, planning, design, engineering, construction and construction management, operations and maintenance, and decommissioning and closure services to a variety of U.S. and international government agencies and departments, as well as to private sector clients. URS's Federal Services Division provides program management, planning, design engineering, systems engineering and technical assistance, construction and construction management, operations and maintenance, management and operations, IT, and decommissioning and closure services to U.S. federal government agencies, as well as to national governments in other countries. URS's Energy & Construction Division provides program management, planning, design, engineering, construction and construction management, operations and maintenance, and decommissioning and closure services to private sector clients as well as federal, state, and local government agencies. URS's Oil & Gas Division provides oilfield services, such as rig transportation and fluid hauling; oil and gas production services, including mechanical, electrical and instrumentation services; pipeline and facility construction; module fabrication; and maintenance services for oil and gas industry clients throughout the U.S. and Canada.

        URS's common stock is traded on the NYSE under the symbol "URS." Upon completion of the merger, shares of URS common stock currently listed on the NYSE will cease to be listed on the NYSE and will subsequently be deregistered under the Exchange Act.

        The principal executive offices of URS are located at 600 Montgomery Street, 26th Floor, San Francisco, California 94111, and its telephone number is (415) 774-2700.

 

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ACM Mountain I, LLC (See page 40)

        ACM Mountain I, LLC, or Merger Sub, is a wholly owned subsidiary of AECOM and a Delaware limited liability company. Merger Sub was formed on July 3, 2014 for the sole purpose of effecting the merger. In the merger, Merger Sub will be merged with and into URS, with URS surviving as a wholly owned subsidiary of AECOM.

        The principal executive offices of Merger Sub are located at 555 South Flower Street, Suite 3700, Los Angeles, California 90071, and its telephone number is (213) 593-8000.


ACM Mountain II, LLC (See page 41)

        ACM Mountain II, LLC, or Merger Sub I, is a wholly owned subsidiary of AECOM and a Delaware limited liability company. Merger Sub I was formed on July 3, 2014 for the sole purpose of effecting the second merger. In the second merger, URS will be merged with and into Merger Sub I, with Merger Sub I surviving the second merger as a limited liability company and a wholly owned subsidiary of AECOM.

        The principal executive offices of Merger Sub I are located at 555 South Flower Street, Suite 3700, Los Angeles, California 90071, and its telephone number is (213) 593-8000.


Risk Factors (See page 31)

        Before voting at the AECOM special meeting or the URS special meeting, you should carefully consider all of the information contained in or incorporated by reference into this joint proxy statement/prospectus, as well as the specific factors under the heading "Risk Factors," including the risks that:


The Merger

The Merger Agreement (See page 135)

        AECOM and URS have entered into the merger agreement attached as Annex A to this joint proxy statement/prospectus. AECOM and URS encourage you to read the entire merger agreement carefully because it is the principal document governing the merger and the stock issuance.

 

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Effects of the Merger (See page 58)

        Subject to the terms and conditions of the merger agreement, at the effective time of the merger, Merger Sub will be merged with and into URS, with URS surviving the merger as a wholly owned subsidiary of AECOM. At the effective time of the second merger, which will be immediately following the merger, and as part of a single integrated transaction with the merger, URS will be merged with and into Merger Sub I, with Merger Sub I surviving the second merger as a limited liability company and a wholly owned subsidiary of AECOM. There are no conditions to the second merger other than consummation of the merger. We expect that, on a fully diluted basis, following the merger, the existing stockholders of AECOM (together with holders of AECOM equity-based awards) will collectively own approximately 66% of the outstanding AECOM common stock, while the current stockholders of URS, together with the holders of URS election award shares and URS roll-over award shares, will collectively own approximately 34% of the outstanding AECOM common stock.


Consideration to Be Received in the Merger (See page 136)

        If the merger is completed, URS stockholders will have the right to elect to receive merger consideration for each of their shares of URS common stock in the form of cash or shares of AECOM common stock, subject to proration in the circumstances described below. In the event of proration, a URS stockholder may receive a portion of the merger consideration in a form other than that which such stockholder elected. If the aggregate consideration to be paid to any holder of URS common stock would result in such holder receiving a fractional share of AECOM common stock, cash will be paid in lieu of such fractional share.

        The value of the merger consideration will fluctuate with the market price of the AECOM common stock and will be determined based on the average five-day AECOM closing price. As explained in more detail in this joint proxy statement/prospectus, whether a URS stockholder makes a cash election, a stock election or no election, the value of the consideration that such stockholder receives as of the date of completion of the merger will be approximately equivalent based on the average five-day AECOM closing price used to calculate the merger consideration. A URS stockholder may specify different elections with respect to different shares that such stockholder holds (e.g., if a URS stockholder owns 100 shares of URS common stock, that stockholder could make a cash election with respect to 50 shares and a stock election with respect to the other 50 shares).

        The aggregate amount of cash to be paid to holders of URS common stock (not including, for this purpose, URS election award shares) as of immediately prior to closing is fixed in the merger agreement at $2,257,950,321. As a result, if the cash election is oversubscribed or undersubscribed, then certain adjustments will be made to the merger consideration to proportionately reduce the cash or stock amounts received by the URS stockholders in the manner described below in the section entitled "The Merger Agreement—Consideration to Be Received in the Merger—Proration." To the extent that the number of outstanding shares of URS increases between the date of the merger agreement and the effective time of the merger, due to the vesting of stock-settled awards or as otherwise permitted by the merger agreement, the aggregate number of shares of AECOM common stock to be issued as consideration in the merger will be increased accordingly, but the aggregate amount of cash to be paid as consideration will not change.

        As an example, based on the average (rounded to the nearest one tenth of a cent) of the closing prices of AECOM common stock for the five trading days ending on July 11, 2014 (the last trading day before announcement of the merger), for each share of URS common stock held, a URS stockholder would receive either approximately $56.41 in cash or 1.7687 shares of AECOM common stock, having a market value of $31.89 based on such average AECOM closing price, subject to proration if cash was oversubscribed or undersubscribed. As another example, based on the average (rounded to the nearest one tenth of a cent) of the closing prices of AECOM common stock for the five trading days ending on

 

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July 25, 2014 (the most recent practicable trading date before filing of this joint proxy statement/prospectus), for each share of URS common stock held, a URS stockholder would receive either approximately $58.79 in cash or 1.6732 shares of AECOM common stock, having a market value of $35.136 based on such average AECOM closing price, subject to proration if cash was oversubscribed or undersubscribed. We will compute the actual amount of cash and number of shares of AECOM common stock that each URS stockholder will receive in the merger using the formula contained in the merger agreement. For a summary of the formula contained in the merger agreement, see "The Merger Agreement—Consideration to be Received in the Merger."

        The following table illustrates the value of the merger consideration for different hypothetical five-day average closing prices of the AECOM common stock on the NYSE for the five trading days immediately preceding the day on which the merger is completed and, for illustrative purposes only, the effects of proration assuming that 70% of URS shares elect cash consideration and 30% of URS shares elect stock consideration. For simplicity, the table assumes that there are 68,551,348 shares of URS common stock outstanding (which represents the number of shares of URS common stock outstanding on July 25, 2014, the most recent practicable day before filing of this joint proxy statement/prospectus), that all URS stockholders make elections and that no URS stockholders have exercised appraisal rights.

 
   
   
  Illustrative Effect of Proration Assuming
70% Cash Electing Shares
30% Stock Electing Shares
 
 
   
   
  A stockholder electing
100 shares for cash will
receive approximately
  A stockholder electing
100 shares for stock will
receive approximately
 
 
  5-day Average
AECOM Closing
Stock Price
  Value of the
Merger
Consideration*
 
 
  Cash**   Shares   Cash**   Shares  
      $ 30.000   $ 55.02   $ 4,752     25   $ 12     183  
        31.000     55.75     4,707     28     26     179  
        32.000     56.49     4,689     30     17     176  
        33.000     57.22     4,699     31     13     173  
        34.000     57.96     4,708     32     16     170  
        35.136 ***   58.79     4,720     33     11     167  
        36.000     59.42     4,718     34     3     165  
        37.000     60.16     4,721     35     22     162  
        38.000     60.89     4,721     36     9     160  
        39.000     61.63     4,720     37     1     158  
        40.000     62.36     4,716     38     36     155  
*
Market value per share of URS common stock based on hypothetical five-day average AECOM closing price.

**
Cash amounts reflect that stockholders will receive cash in lieu of fractional shares.

***
Represents the average (rounded to the nearest one tenth of a cent) AECOM closing price for the five trading days ending July 25, 2014.

        The table above is illustrative only. The value of the merger consideration that a URS stockholder actually receives will be based on the actual average five-day AECOM closing price, as described below. The actual average five-day AECOM closing price may be outside the range of the amounts set forth above and, as a result, the actual value of the merger consideration per share of URS common stock may not be shown in the above table.

 

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Election Form (See page 141)

        Record holders of shares of URS common stock (other than holders of URS restricted stock) on [    •    ], 2014, the URS record date, are receiving an election form enclosed with this joint proxy statement/prospectus with instructions for making cash and/or stock elections. URS stockholders must properly complete and deliver to the exchange agent an election form by 2:00 p.m., California time, on [    •    ], 2014, the election deadline, accompanied by their URS stock certificates (or a properly completed notice of guaranteed delivery). The election form also includes delivery instructions with respect to book-entry shares. URS stockholders should NOT send in their stock certificates with their proxy card. Once URS stockholders have tendered their URS stock certificates to the exchange agent, they may not transfer their shares of URS common stock represented by those stock certificates until the merger is completed, unless they revoke their election by written notice to the exchange agent, or withdraw the certificates representing their shares, prior to the election deadline. If the merger is not completed and the merger agreement is terminated, stock certificates will be returned by the exchange agent.

        If URS stockholders fail to submit a properly completed election form, together with their URS stock certificates (or a properly completed notice of guaranteed delivery), if any, prior to the election deadline, they will be deemed not to have made an election. As non-electing holders, they will be paid merger consideration in an amount per share that is approximately equivalent in value to the amount paid per share to holders making elections, but they may be paid in all cash, in all AECOM common stock, or in part cash and in part AECOM common stock, depending on the remaining pool of cash and AECOM common stock available for paying merger consideration after honoring the cash elections and stock elections that other stockholders have made, subject to proration, and without regard to the preferences of such non-electing holders.

Treatment of URS Restricted Stock, Restricted Stock Units and Other Equity-Based Incentive Awards (See page 143)

        If the merger is completed, URS roll-over award shares will be assumed by AECOM and converted into AECOM equity awards as follows:

        In addition, if the merger is completed, holders of URS election award shares will have the right to elect to receive merger consideration in the form of cash or shares of AECOM common stock, subject to proration in the circumstances described in the enclosed joint proxy statement/prospectus:

 

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Financing (See page 121)

        In connection with the merger agreement, on July 11, 2014, AECOM entered into a commitment letter (as amended by the amendment dated July 24, 2014, the "commitment letter"), with Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "debt financing sources"), pursuant to which the debt financing sources have committed, subject to customary conditions, to provide AECOM with financing for the transactions contemplated by the merger agreement. The debt financing under the commitment letter is anticipated to consist of (1) a term loan A facility in an aggregate principal amount of $712.5 million and a revolving credit facility in an aggregate principal amount of $1.05 billion, either pursuant to amendments to AECOM's existing credit facilities if required lender consent is obtained or as new facilities and (2) incremental term loans in the aggregate principal amount of $4.0 billion, consisting of a $575 million "term loan A" and a $3.425 billion "term loan B," and an incremental performance letter of credit facility in an aggregate amount of $500 million available solely for the issuance of performance letters of credit. AECOM anticipates that $1.6 billion of the "term loan B" facility under the commitment letter will be replaced by issuance of $800 million in 8-year senior unsecured notes, and $800 million in 10-year senior unsecured notes. The completion of the merger is not subject to a financing condition.

 

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Recommendation of the Board of Directors of AECOM (See page 76)

        In evaluating the merger, the AECOM Board of Directors consulted with AECOM's management and legal and financial advisors, and in reaching its decision to approve the merger agreement and recommend approval by AECOM stockholders of the stock issuance, the AECOM Board of Directors also considered a number of factors that the AECOM Board of Directors views as supporting its decision, including, but not limited to, the following:

        After careful consideration, the AECOM Board of Directors unanimously approved the merger agreement and the transactions contemplated thereby, including the mergers and the stock issuance, and determined that the merger agreement and the transactions contemplated thereby, including the merger and the stock issuance, are advisable and in the best interests of AECOM and its stockholders. For more information regarding the factors considered by the AECOM Board of Directors in reaching its decision to approve the merger agreement and the transactions thereby contemplated, see the section entitled "The Merger—AECOM's Reasons for the Merger; Recommendation of the AECOM Board of Directors."

        The AECOM Board of Directors unanimously recommends that the AECOM stockholders vote (i) "FOR" the stock issuance proposal and (ii) "FOR" the AECOM adjournment proposal.

Recommendation of the Board of Directors of URS (See page 96)

        In reaching its decision to approve the merger agreement and recommend adoption of the merger agreement by the URS stockholders, the URS Board of Directors consulted with URS's management, as well as with URS's legal and financial advisors, and also considered a number of factors that the URS Board of Directors views as supporting its decision, including, but not limited to, the following:

 

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        After careful consideration, the URS Board of Directors unanimously approved and adopted the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of URS and its stockholders. For more information regarding the factors considered by the URS Board of Directors in reaching its decision to approve the merger agreement and the merger, see the section entitled "The Merger—URS's Reasons for the Merger; Recommendation of the URS Board of Directors."

        The URS Board of Directors unanimously recommends that URS stockholders vote (i) "FOR" the adoption of the merger agreement, (ii) "FOR" the URS adjournment proposal and (iii) "FOR" the golden parachute proposal.

Opinion of AECOM's Financial Advisor—BofA Merrill Lynch (See page 78)

        In connection with the merger, Merrill Lynch, Pierce, Fenner & Smith Incorporated (which we refer to as "BofA Merrill Lynch"), a financial advisor to AECOM, delivered a written opinion, dated July 11, 2014, to the AECOM Board of Directors as to the fairness, from a financial point of view and as of the date of the opinion, to AECOM of the consideration to be paid by AECOM in the merger. The full text of BofA Merrill Lynch's written opinion is attached as Annex B to this joint proxy statement/prospectus and sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken by BofA Merrill Lynch in rendering its opinion. BofA Merrill Lynch delivered its opinion to the AECOM Board of Directors for the benefit and use of the AECOM Board of Directors (in its capacity as such) in connection with and for purposes of its evaluation of the merger consideration from a financial point of view to AECOM. BofA Merrill Lynch's opinion did not address any other aspect of the mergers and no opinion or view was expressed as to the relative merits of the mergers in comparison to other strategies or transactions that might be available to AECOM or in which AECOM might engage or as to the underlying business decision of AECOM to proceed with or effect the mergers. BofA Merrill Lynch expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the mergers or any other matter.

Opinion of AECOM's Financial Advisor—Moelis & Company LLC (See page 87)

        In connection with the merger, AECOM's Board of Directors received a written opinion, dated July 11, 2014, from Moelis & Company LLC, referred to as Moelis, as to the fairness, from a financial point of view and as of the date of such opinion, to AECOM of the consideration to be paid by AECOM in the merger. The full text of Moelis' written opinion dated July 11, 2014, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference. Stockholders are urged to read Moelis' written opinion carefully and in its entirety. Moelis' opinion was provided for the use and benefit of AECOM's Board of Directors (in its capacity as such) in its evaluation of the merger. Moelis' opinion is limited solely to the fairness, from a financial point of view and as of the date of such opinion, to AECOM of the consideration to be paid by AECOM in the merger and does not address AECOM's underlying business decision to effect the merger or the relative merits of the merger as compared to any

 

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alternative business strategies or transactions that might be available with respect to AECOM. Moelis' opinion does not constitute a recommendation to any stockholder of AECOM as to how such stockholder should vote or act with respect to the merger or any other matter.

Opinion of URS's Financial Advisor—Citigroup Global Markets Inc. (See page 101)

        In connection with the merger, the URS Board of Directors received an opinion, dated July 11, 2014, from Citigroup Global Markets Inc. ("Citigroup"), as to the fairness, from a financial point of view, of the cash consideration and the stock consideration, taken in the aggregate, to be received pursuant to the terms and subject to the conditions set forth in the merger agreement by holders of URS common stock (other than shares of URS common stock held in treasury by URS, or owned, directly or indirectly, by AECOM or Merger Sub or as to which dissenters' rights have been perfected).

        The full text of Citigroup's written opinion, which sets forth, among other things, the procedures followed, assumptions made, matters considered and limitations on the scope of review undertaken in rendering its opinion is attached as Annex D to this joint proxy statement/prospectus. The opinion of Citigroup was provided for the information of the URS Board of Directors in connection with its evaluation of the proposed merger. The opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on, or make an election with respect to, any matters relating to the proposed merger. See also "The Merger—Opinion of URS's Financial Advisor—Citigroup Global Markets Inc."

Opinion of URS's Financial Advisor—Dean Bradley Osborne Partners LLC (See page 109)

        Dean Bradley Osborne Partners LLC ("DBO Partners") delivered its opinion to URS's Board of Directors that, as of July 11, 2014, and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be received by the holders of shares of URS common stock pursuant to the merger agreement was fair from a financial point of view to the holders of shares of URS common stock.

        The full text of the written opinion of DBO Partners, dated July 11, 2014, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex E to this joint proxy statement/prospectus. The opinion of DBO Partners was provided for the information and assistance of URS's Board of Directors and addresses only the fairness from a financial point of view of the consideration to be received by the holders of shares of URS common stock pursuant to the merger agreement. The DBO Partners opinion is not a recommendation as to how stockholders of URS or AECOM should vote at the stockholders' meetings or as to how stockholders of URS should make any election with respect to the mergers.

Interests of AECOM's Directors and Executive Officers in the Merger (See page 122)

        Other than continuing roles as executive officers of AECOM after the effective time of the merger, the members of the AECOM executive management team do not have any interests in the merger that are different from, or in addition to, the interests of AECOM stockholders generally. In addition, other than continuing membership on the Board of Directors of AECOM after the effective time of the merger, the members of the AECOM Board of Directors do not have any interests in the merger that are different from, or in addition to, the interests of AECOM stockholders generally. The AECOM Board of Directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement, including the merger and the stock issuance, and in recommending that AECOM stockholders vote to approve the stock issuance and AECOM adjournment. For additional information regarding the interests of AECOM directors and executive officers in the merger, please see the section entitled "The Merger—Interests of AECOM's Directors and Executive Officers in the Merger."

 

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Interests of URS's Directors and Executive Officers in the Merger (See page 122)

        Executive officers and members of the URS Board of Directors have interests in the merger that may be in addition to, or different from, the interests of URS stockholders generally. URS's Board of Directors was aware of these interests and considered them, among other matters, in approving the merger and the merger agreement and in making the recommendations that the URS stockholders approve and adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement.

        As detailed below under "The Merger—Interests of URS's Directors and Executive Officers in the Merger," upon and following the merger, certain of URS's executive officers may become entitled to, among other things, (i) acceleration of vesting of certain equity-based awards, (ii) enhanced severance payments and/or benefits and, for one executive officer who is not a named executive officer, reimbursement of excise taxes and/or (iii) continuation of certain indemnification insurance.

        As detailed below under "The Merger—AECOM Board of Directors and Management Following the Merger," certain of URS's executive officers and members of the URS Board of Directors will continue to serve as officers or directors of the combined company or URS (as a subsidiary of AECOM) upon completion of the merger. Effective upon the completion of the merger, AECOM will expand the size of its Board of Directors from 11 to 13 directors and will elect two persons who were members of the URS Board of Directors immediately prior to the effective time of the merger to the AECOM Board of Directors. The election of these directors will be subject to the approval and related processes of AECOM's Nominating, Governance and Risk Committee. In addition, on July 3, 2014, Michael S. Burke, President and Chief Executive Officer of AECOM, sent Martin Koffel, Chief Executive Officer of URS, a signed letter to confirm AECOM's intentions for leadership appointments at the combined company. The letter included a structure chart indicating that URS's Division Presidents, Gary Jandegian, George Nash, and Randy Wotring, and URS's General Counsel, Joe Masters would have prominent roles in the new organization, and that URS's Chief Financial Officer, Tom Hicks, would play an active role in the combined company's integration activities.

Governance Matters Following the Merger (See page 155)

        Effective upon completion of the merger, AECOM will expand the size of its Board of Directors from 11 to 13 directors and will elect two persons who were members of the URS Board of Directors immediately prior to the effective time of the merger to the AECOM Board of Directors. The parties have agreed that by August 25, 2014, URS's Chairman and CEO and Lead Independent Director will meet with AECOM's CEO, Chairman of the Nominating, Governance and Risk Committee and Lead Independent Director to develop mutually agreed qualifications for the two URS directors to be elected to the AECOM Board of Directors. The election of these directors will be subject to the approval and related processes of AECOM's Nominating, Governance and Risk Committee.

        Effective as of the effective time of the merger, all of the existing directors of URS will resign. In the event that the merger is not completed, the foregoing director elections and director resignations will not take effect.

        In addition, as described in "The Merger—Interests of URS's Directors and Executive Officers in the Merger—Positions with AECOM Following the Merger", certain of URS's executive officers are expected to continue to serve as officers of AECOM or URS (as a subsidiary of AECOM) upon completion of the merger.

Antitrust Clearances Required for the Merger (See page 128)

        AECOM and URS have each agreed to take certain actions in order to obtain regulatory clearance required to consummate the merger. Regulatory approvals required to complete the merger includes expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust

 

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Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), following required notifications and review by the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division") or the Federal Trade Commission (the "FTC"). The parties filed the required notifications with the Antitrust Division and the FTC on July 22, 2014. AECOM and URS also expect to file notices with antitrust and competition authorities in certain foreign jurisdictions, including Canada. The transaction cannot be consummated until after the applicable waiting period has expired or the relevant approvals have been obtained under the antitrust and competition laws of the United States and Canada. While the merger agreement also provides that approval under the antitrust and competition laws of Ireland is a required condition to the merger, the parties have jointly determined that a filing in Ireland is not required and have agreed to waive such approval as a condition to closing of the merger.

        While AECOM and URS expect to obtain all required regulatory clearances, we cannot assure you that these regulatory clearances will be obtained or that the granting of these regulatory clearances will not involve the imposition of additional conditions on the completion of the merger, including the requirement to divest assets, or require changes to the terms of the merger agreement. These conditions or changes could result in the conditions to the merger not being satisfied.

Effective Time and Completion of the Merger (See page 136)

        AECOM and URS hope to complete the merger as soon as reasonably practicable and expect the closing of the merger to occur in October 2014. However, the merger is subject to various regulatory approvals and the satisfaction or waiver of other conditions, and it is possible that factors outside the control of AECOM and URS could result in the merger being completed at an earlier time, a later time or not at all. There may be a substantial amount of time between the dates on which the special meetings are held and the date on which the merger is completed.

Conditions to Completion of the Merger (See page 157)

        The obligations of AECOM and URS to complete the merger are subject to the satisfaction of the following conditions:

 

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        In addition, AECOM's, Merger Sub's and Merger Sub I's obligations to effect the merger is subject to the satisfaction or waiver of the following additional conditions:

        In addition, URS's obligations to effect the merger is subject to the satisfaction or waiver of the following additional conditions:

 

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        There are no conditions to the second merger other than consummation of the merger.

No Solicitation of Alternative Proposals (See page 150)

        The merger agreement precludes AECOM and URS from soliciting or engaging in discussions or negotiations with a third party with respect to a proposal for a competing transaction, including the acquisition of a significant interest in AECOM's or URS's common stock or assets. However, if AECOM or URS receives an unsolicited written proposal from a third party (which proposal was not received in violation of such party's non-solicitation obligations) for a competing transaction that AECOM's or URS's Board of Directors, as applicable, among other things, (i) determines in good faith (after consultation with its outside counsel and financial advisors) constitutes or is reasonably likely to lead to a proposal that is superior to the merger and (ii) determines in good faith (after consultation with outside counsel) with respect to which the failure to enter into discussions would result in a breach of its fiduciary duties under applicable law, AECOM or URS, as applicable, may, subject to certain conditions, including after providing four business days' advance notice to the other, furnish non-public information to and enter into discussions with, and only with, that third party regarding such competing transaction.

        See the section entitled "The Merger Agreement—No Solicitation of Alternative Proposals" for a further discussion of each party's covenant not to solicit alternative acquisition proposals.

 

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Termination of the Merger Agreement (See page 159)

        Generally, the merger agreement may be terminated and the merger may be abandoned at any time prior to the completion of the merger (except as specified below, including after the required AECOM stockholder approval or URS stockholder approval are obtained):

 

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        See the section entitled "The Merger Agreement—Termination of the Merger Agreement" for a further discussion of the rights of each of AECOM and URS to terminate the merger agreement.

Expenses and Termination Fees; Liability for Breach (See page 160)

        Each party will generally pay all fees and expenses incurred by it in connection with the merger and the other transactions contemplated by the merger agreement, except that AECOM and URS will share equally all fees and expenses in relation to the printing, filing and mailing of this joint proxy statement/prospectus and any filing or other fees paid to the SEC, in each case in connection with the merger (other than attorneys' fees, accountants' fees and related expenses). AECOM will generally reimburse URS for expenses incurred in cooperating with AECOM's debt financing.

        In certain circumstances in connection with the termination of the merger agreement, AECOM must pay to URS a termination fee equal to $140 million, or $240 million if the merger agreement is terminated by URS under circumstances where all closing conditions have been satisfied but AECOM's debt financing is not available to complete the merger and AECOM fails to close the merger. In certain circumstances in connection with the termination of the merger agreement, URS must pay to AECOM a termination fee equal to $140 million. If the merger agreement is terminated by a party as a result of certain breaches by the other party, then the non-terminating party will be required to reimburse the terminating party for its reasonable out-of-pocket fees and expenses up to $40 million.

        See the section entitled "The Merger Agreement—Expenses and Termination Fees; Liability for Breach" for a further discussion of the circumstances under which such termination fees and/or expense reimbursement will be required to be paid.

Accounting Treatment (See page 167)

        Each of AECOM and URS prepares its financial statements in accordance with GAAP. The merger will be accounted for using the acquisition method of accounting with AECOM treated as the acquiror of URS for accounting purposes.

        See the section entitled "Accounting Treatment" for a further discussion of the accounting treatment of the transaction.

Appraisal Rights (See page 130)

        Depending upon the elections made by holders of shares of URS common stock with respect to the form of consideration to be received in the merger, Delaware law may entitle the holders of shares of URS common stock, who comply with the procedures specified in Section 262 of the DGCL, to have their shares appraised by the Delaware Court of Chancery. Specifically, holders, if any, of shares of URS common stock who make a stock election (as more fully explained below under "The Merger Agreement—Consideration to Be Received in the Merger—Stock Election"), but are forced to accept cash consideration in respect of such shares by reason of proration (and not simply cash in lieu of fractional shares) (as more fully explained below under "The Merger Agreement—Consideration to Be Received in the Merger—Proration"), would be entitled to have the "fair value" of such shares appraised by the Delaware Court of Chancery if they otherwise comply with the procedures set forth in Section 262. Under Delaware law, holders of shares of URS common stock who choose not to make an election with respect to the form of merger consideration to be received for their shares will not be entitled to appraisal rights.

 

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        As of the date of the mailing of this joint proxy statement/prospectus, we cannot definitively state whether appraisal rights will be available as a result of the merger because (i) the availability of appraisal rights depends on whether the cash consideration is undersubscribed to the extent that appraisal rights would be available, and (ii) we will not know whether the cash consideration is undersubscribed to the extent that appraisal rights would be available until the election deadline (as more fully explained below under "The Merger Agreement—Consideration to Be Received in the Merger"). In the event that the cash consideration is undersubscribed to the extent that appraisal rights would be available, URS stockholders who have otherwise complied with the requirements of Section 262 will be advised of the availability of appraisal rights within ten days of the merger in the notice of the effective date of the merger required by Section 262. If the cash consideration is not undersubscribed to the extent that appraisal rights would be available, AECOM will issue a public announcement and file a Current Report on Form 8-K with the SEC informing URS stockholders that appraisal rights will not be available in connection with the merger.

        Because URS stockholders may be entitled to appraisal rights under certain circumstances, we urge you to read the summary of appraisal rights contained in this joint proxy statement/prospectus under the section entitled "The Merger—Appraisal Rights," as well as Section 262 of the DGCL, which is attached hereto as Annex F. If you wish to preserve the ability to exercise appraisal rights, you must make a written demand for appraisal of your shares as described in the section entitled "The Merger—Appraisal Rights" and in DGCL Section 262.


Litigation Related to the Merger (See page 134)

        In connection with the merger, beginning on July 21, 2014, five putative class action lawsuits were filed in the Court of Chancery of the State of Delaware by purported URS stockholders: Falato v. URS Corp., et al., Case No. 9921; City of Atlanta Firefighters' Pension Fund v. Creel, et al., Case No. 9924; Petroutson v. URS Corp., et al., Case No. 9938; Miller v. URS Corp., et al., Case No. 9939; and Oklahoma Police Pension & Retirement System v. Creel, et al., Case No. 9975. The actions name as defendants URS, the members of the URS board of directors, AECOM, Merger Sub, and Merger Sub I. Two of the actions also names as a defendant JANA Partners LLC. The complaints allege, among other things, that some or all members of the URS board of directors breached their fiduciary duties by approving the merger, and that the other defendants aided and abetted those alleged breaches. The complaints seek, among other relief, class certification, preliminary and permanent injunctive relief, and damages. URS and AECOM believe the lawsuits are without merit and intend to defend vigorously against them.


Listing of AECOM Shares; Delisting and Deregistration of Shares of URS Common Stock (See page 130)

        It is a condition to the completion of the merger that the shares of AECOM common stock to be issued to URS stockholders pursuant to the merger be authorized for listing on the NYSE at the effective time of the merger, subject to official notice of issuance. Upon completion of the merger, shares of URS common stock currently listed on the NYSE will cease to be listed on the NYSE and will subsequently be deregistered under the Exchange Act.

        See the sections entitled "The Merger—Listing of AECOM Shares" and "The Merger—Delisting and Deregistration of URS Common Stock" for a further discussion of the listing of AECOM shares and de-listing of URS common stock in connection with the merger.

 

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The Merger Will Generally Be Tax-Free to Holders of URS Common Stock Who Receive Only AECOM Common Stock and Taxable to Holders Who Receive Cash (See page 164)

        Neither AECOM nor URS will be required to complete the merger unless it receives a legal opinion to the effect that the mergers, taken together, will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Accordingly, we expect the transaction to generally be tax-free to holders of URS common stock for United States federal income tax purposes to the extent that such holders receive only shares of AECOM common stock pursuant to the merger. Those holders receiving solely cash for their URS common stock will generally recognize gain or loss equal to the difference between the amount of cash received and their tax basis in their shares of URS common stock. Those holders receiving both AECOM common stock and cash for their URS common stock will generally recognize gain, but not loss, equal to the lesser of (1) the amount of cash received and (2) the excess of the "amount realized" in the transaction (i.e., the fair market value of the AECOM common stock at the effective time of the merger plus the amount of cash received) over their tax basis in their URS common stock. In certain circumstances, such gain or, in the case of recipients of cash only, the entire amount of cash received, could be taxable as a dividend rather than capital gain. For a further summary of the United States federal income tax consequences of the merger to holders of URS common stock, please see "Material U.S. Federal Income Tax Consequences."

        The U.S. federal income tax consequences described above may not apply to all holders of URS common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.


The Meetings

The AECOM Special Meeting (See page 42)

        The AECOM special meeting will be held at [    •    ], on [    •    ], 2014, at [    •    ], California time, to consider and vote upon the following matters:

        Completion of the merger is conditioned on, among other things, approval of the stock issuance proposal.

        The approval of the stock issuance proposal requires the affirmative vote of holders of a majority of the AECOM common stock, present in person or represented by proxy, at the AECOM special meeting and entitled to vote on the proposal, assuming a quorum is present. Approval of the AECOM adjournment proposal requires the affirmative vote of the holders of a majority of the shares of AECOM common stock entitled to vote and present in person or represented by proxy at the AECOM special meeting, whether or not a quorum is present.

        Only holders of record of AECOM common stock at the close of business on [    •    ], 2014, the AECOM record date, are entitled to notice of, and to vote at, the AECOM special meeting or any adjournments or postponements thereof. At the close of business on the AECOM record date, [    •    ] shares of AECOM common stock were issued and outstanding, approximately [    •    ]% of which were held by AECOM's directors and executive officers and their affiliates. We currently expect that AECOM's directors and executive officers will vote their shares in favor of each of the proposals to be considered and voted upon at the AECOM special meeting, although no director or executive officer has entered into any agreement obligating him or her to do so.

 

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        Under the merger agreement, AECOM may, without the prior consent of URS, postpone or adjourn its special meeting to a date that is no later than 10 business days after [    •    ], 2014 (but prior to the date that is two business days prior to the end date) if (i) as of [    •    ], 2014, there are insufficient shares of AECOM common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the AECOM special meeting, (ii) after consultation with URS, if the failure to adjourn or postpone the AECOM special meeting would reasonably be expected to be a violation of applicable law for the distribution of any required supplement or amendment to this joint proxy statement/prospectus, (iii) after consultation with URS, to solicit additional proxies if necessary to obtain the approval of the stock issuance proposal or (iv) AECOM has delivered to URS a bona fide written notice of its intention to make an adverse recommendation change or terminate the merger agreement in response to a superior proposal. In addition, URS may require AECOM to adjourn, delay or postpone the AECOM special meeting once for a period not to exceed 30 calendar days after [    •    ], 2014 (but prior to the date that is two business days prior to the end date) to solicit additional proxies necessary to obtain approval of the stock issuance proposal.

        The AECOM Board of Directors has unanimously approved the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including the merger and the stock issuance, are advisable and in the best interests of AECOM and its stockholders. The AECOM Board of Directors unanimously recommends that AECOM stockholders vote "FOR" the stock issuance and "FOR" the AECOM adjournment proposal. See "The AECOM Special Meeting" for further discussion of the AECOM special meeting.

The URS Special Meeting (See page 49)

        The URS special meeting will be held at [    •    ], on [    •    ], 2014, at [    •    ], California time, to consider and vote upon the following matters:

        Completion of the merger is conditioned on, among other things, adoption of the merger agreement.

        Adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of URS common stock as of the record date for the URS special meeting. Approval of the URS adjournment proposal requires the affirmative vote of the holders of a majority of the shares of URS common stock entitled to vote and present in person or represented by proxy at the URS special meeting, whether or not a quorum is present. Approval of the golden parachute proposal requires the affirmative vote of holders of a majority of the shares of URS common stock present in person or represented by proxy at the URS special meeting and entitled to vote thereon, assuming a quorum is present. Neither approval of the URS adjournment proposal nor the golden parachute proposal is a condition to completion of the merger.

        Only holders of record of URS common stock at the close of business on [    •    ], 2014, the URS record date, are entitled to notice of, and to vote at, the URS special meeting or any adjournments thereof. At the close of business on the URS record date, [    •    ] shares of URS common stock were issued and outstanding, approximately [    •    ]% of which were held by URS's directors and executive officers and their affiliates. We currently expect that URS's directors and executive officers will vote their shares in favor of each of the proposals to be considered and voted upon at the URS special meeting, although no director or executive officer has entered into any agreement obligating him or her to do so.

 

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        Under the merger agreement, URS may, without the prior consent of AECOM, postpone or adjourn its special meeting to a date that is no later than 10 business days after [    •    ], 2014 (but prior to the date that is two business days prior to the end date) if (i) as of [    •    ], 2014, there are insufficient shares of URS common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the URS special meeting, (ii) after consultation with AECOM, if the failure to adjourn or postpone the URS special meeting would reasonably be expected to be a violation of applicable law for the distribution of any required supplement or amendment to this joint proxy statement/prospectus, (iii) after consultation with AECOM, to solicit additional proxies if necessary to obtain the approval of the proposal to adopt the merger agreement or (iv) URS has delivered to AECOM a bona fide written notice of its intention to make an adverse recommendation change or terminate the merger agreement in response to a superior proposal. In addition, AECOM may require URS to adjourn, delay or postpone the URS special meeting once for a period not to exceed 30 calendar days after [    •    ], 2014 (but prior to the date that is two business days prior to the end date) to solicit additional proxies necessary to obtain approval of the proposal to adopt the merger agreement.

        The URS Board of Directors has unanimously approved and adopted the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of URS and its stockholders. The URS Board of Directors unanimously recommends that URS stockholders vote "FOR" the adoption of the merger agreement, "FOR" the URS adjournment proposal and "FOR" the golden parachute proposal. See "The URS Special Meeting" for further discussion of the URS special meeting.


Comparison of Stockholders' Rights (See page 187)

        URS stockholders, whose rights are currently governed by the restated certificate of incorporation of URS (the "URS charter") and the amended URS bylaws (the "URS bylaws") will, to the extent such holders receive AECOM common stock in the merger, upon completion of the merger, become stockholders of AECOM and their rights will be governed by the amended and restated certificate of incorporation of AECOM (the "AECOM charter") and the amended and restated bylaws of AECOM (the "AECOM bylaws"). The differences between the URS governing documents and the AECOM governing documents are described in detail under "Comparison of Stockholders' Rights."


Dividends (See page 129)

        Under the terms of the merger agreement, URS is generally prohibited from paying dividends on its common stock during the pendency of the merger. However, URS is permitted to pay to its common stockholders regular quarterly dividends consistent with past practice.

        AECOM is also generally prohibited from paying dividends on its common stock during the pendency of the merger. See "The Merger—Dividends" for further discussion on the ability of the parties to issue dividends.

 

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Comparative Per Share Market Price Information

        The following table presents the closing prices of AECOM common stock and URS common stock on the NYSE on July 11, 2014, the last trading day before announcement of the merger, and July 25, 2014, the most recent practicable date prior to the date of this joint proxy statement/prospectus. The table also presents the closing sales prices calculated by averaging the closing sales prices for shares of AECOM common stock on each of the trading days during the period of five trading days ending on such dates. The table also presents the approximately equivalent value of the per share merger consideration of URS common stock on those dates, calculated by multiplying the average five-day closing price of AECOM common stock ending on those dates by 0.734 and adding $33.00, representing the approximate value that URS stockholders will be entitled to receive in exchange for each share of URS common stock they hold at the effective time of the merger, assuming no proration.

 
  AECOM Common
Stock (Close)
  AECOM Common Stock
(Five-Day Average Close)
  URS Common Stock
(Close)
  Equivalent Per
Share Value
 

July 11, 2014

  $ 31.76   $ 31.894   $ 52.02   $ 56.41  

July 25, 2014

  $ 35.05   $ 35.136   $ 58.33   $ 58.79  

        The market prices of shares of AECOM and URS common stock fluctuate. The value of the merger consideration will fluctuate with the market price of the AECOM common stock and will be determined based on the average five-day AECOM closing price. As a result, we urge you to obtain current market quotations of AECOM and URS common stock.

 

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Summary Consolidated Historical Financial Data of AECOM

        The following table sets forth selected historical consolidated financial data of AECOM. This data is derived from AECOM's consolidated financial statements as of and for the five years ended September 30, 2013, 2012, 2011, 2010 and 2009, respectively, and the unaudited quarterly financial statements as of and for the six months ended March 31, 2014 and 2013, which in the opinion of management include all adjustments necessary for a fair statement of the results for the unaudited interim periods. AECOM reports results of operations based on 52- or 53-week periods ending on the Friday nearest September 30. For clarity of presentation, all periods are presented as if the year ended on September 30. Fiscal years 2013, 2012, 2011, 2010 and 2009 each contained 52 weeks and ended on September 27, September 28, September 30, September 30, October 1 and October 2, respectively. This selected financial data should be read in conjunction with AECOM's consolidated financial statements and related notes included in AECOM's Annual Report on Form 10-K for the fiscal year ended September 30, 2013, and AECOM's quarterly report on Form 10-Q for the quarter ended March 31, 2014, each of which is incorporated by reference in this joint proxy statement/prospectus. See "Where You Can Find More Information."

 

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  Unaudited
Six Months
Ended
March 31,
  Year Ended September 30,  
(In millions, except per share data)
  2014   2013   2013   2012   2011   2010   2009  

Consolidated Statement of Operations Data:

                                           

Revenue

  $ 3,826   $ 4,007   $ 8,153   $ 8,218   $ 8,037   $ 6,546   $ 6,119  

Cost of revenue

    3,660     3,829     7,703     7,796     7,570     6,116     5,768  
                               

Gross profit

    166     178     450     422     467     430     351  

Equity in earnings of joint ventures

    43     13     24     49     45     21     23  

General and administrative expenses

    (50 )   (49 )   (97 )   (81 )   (91 )   (110 )   (87 )

Goodwill impairment

                (336 )(1)            
                               

Income from operations

    159     142     377     54     421     341     287  

Other (expense) income

        1     4     11     5     11     3  

Interest expense

    (21 )   (23 )   (45 )   (47 )   (42 )   (11 )   (12 )

Income from continuing operations before income tax expense

    138     120     336     18     384     341     278  

Income tax expense

    39     26     93     75     100     92     77  
                               

Income (loss) from continuing operations

    99     94     243     (57 )   284     249     201  

Discontinued operations, net of tax

                            3  
                               

Net income (loss)

    99     94     243     (57 )   284     249     204  

Noncontrolling interests in income of consolidated subsidiaries, net of tax

    (2 )   (2 )   (4 )   (2 )   (8 )   (12 )   (14 )
                               

Net income (loss) attributable to AECOM            

  $ 97   $ 92   $ 239   $ (59 ) $ 276   $ 237   $ 190  
                               
                               

Net income (loss) attributable to AECOM per share:

                                           

Basic

                                           

Continuing operations

  $ 1.00   $ 0.89   $ 2.38   $ (0.52 ) $ 2.35   $ 2.07   $ 1.73  

Discontinued operations

                            .03  
                               

  $ 1.00   $ 0.89   $ 2.38   $ (0.52 ) $ 2.35   $ 2.07   $ 1.76  
                               
                               

Diluted

                                           

Continuing operations

  $ 0.99   $ 0.88   $ 2.35   $ (0.52 ) $ 2.33   $ 2.05   $ 1.70  

Discontinued operations

                            .03  
                               

  $ 0.99   $ 0.88   $ 2.35   $ (0.52 ) $ 2.33   $ 2.05   $ 1.73  
                               
                               

Weighted average shares outstanding:

                                           

Basic

    97     103     101     112     117     114     108  

Diluted

    98     104     102     112     118     115     110  

(1)
During the year ended September 30, 2012, AECOM recorded a goodwill impairment charge of $336 million. On a net after-tax basis, this charge resulted in decrease to net income and diluted earnings per share of $317 million and $2.88, respectively, for the year ended September 30, 2012.

 
  Unaudited
Six Months Ended
March 31,
  Year Ended September 30,  
(In millions, except employee data)
  2014   2013   2013   2012   2011   2010   2009  

Other Data:

                                           

Depreciation and amortization(1)

  $ 46   $ 48   $ 94   $ 103   $ 110   $ 79   $ 84  

Amortization expense of acquired intangible assets(2)

  $ 11   $ 11   $ 21   $ 24   $ 36   $ 19   $ 26  

Capital expenditures

  $ 33   $ 25   $ 52   $ 63   $ 78   $ 68   $ 63  

Contracted backlog

  $ 10,052   $ 9,482   $ 8,753   $ 8,499   $ 8,881   $ 6,802   $ 5,356  

Number of full-time and part-time employees

    43,400     46,000     45,500     46,800     45,000     48,100     43,200  

(1)
Includes amortization of deferred debt issuance costs.

(2)
Included in depreciation and amortization above.

 

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  Unaudited
Six Months
Ended
March 31,
  Year Ended September 30,  
(In millions)
  2014   2013   2013   2012   2011   2010   2009  

Consolidated Balance Sheet Data:

                                           

Cash and cash equivalents

  $ 503   $ 628   $ 601   $ 594   $ 457   $ 613   $ 291  

Working capital

    1,022     1,131     1,078     1,069     1,176     1,094     658  

Total assets

    5,645     5,685     5,666     5,665     5,789     5,243     3,790  

Long-term debt excluding current portion

    1,009     1,123     1,089     907     1,145     915     142  

AECOM Stockholders' equity

    2,100     2,036     2,021     2,169     2,340     2,090     1,730  

 

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Summary Consolidated Historical Financial Data of URS

        The following table sets forth selected historical consolidated financial data of URS. This data is derived from URS's Consolidated Financial Statements as of and for the five years ended January 3, 2014, December 28, 2012, December 30, 2011, December 31, 2010 and January 1, 2010, respectively, and the unaudited quarterly financial statements as of and for the three months ended April 4, 2014 and March 29, 2013, which in the opinion of management include all adjustments necessary for a fair statement of the results for the unaudited interim periods. This selected financial data should be read in conjunction with URS's Consolidated Financial Statements and related notes included elsewhere in URS's Current Report on Form 8-K, filed on August 1, 2014 and URS's quarterly report on Form 10-Q for the quarter ended April 4, 2014, each of which is incorporated by reference in this joint proxy statement/prospectus. See "Where You Can Find More Information."

 
  Unaudited
Three Months
Ended
  Year Ended  
(In millions, except per share data)
  April 4,
2014
  March 29,
2013
  January 3,
2014(1)
  December 28,
2012(1)(2)
  December 30,
2011(1)(2)
  December 31,
2010(1)(2)
  January 1,
2010(1)
 

Income Statement Data:

                                           

Revenues

  $ 2,537   $ 2,803   $ 10,991   $ 10,973   $ 9,545   $ 9,177   $ 9,249  

Cost of revenues

    (2,447 )   (2,651 )   (10,416 )   (10,295 )   (8,989 )   (8,609 )   (8,772 )

General and administrative expenses

    (22 )   (23 )   (78 )   (84 )   (79 )   (71 )   (76 )

Acquisition-related expenses(2)

                (16 )   (1 )   (12 )    

Restructuring costs(3)

                    (6 )   (11 )    

Goodwill impairment(4)

                    (351 )        

Impairment of an intangible asset(5)

                            (33 )

Equity in income of unconsolidated joint ventures(6)

    19     24     94     108     132     70     101  

Operating income

    87     153     591     686     251     544     469  

Other income (expenses)(7)

    (4 )   (3 )   (8 )   1             48  

Net income (loss) attributable to URS

    27     72     247     311     (43 )   288     269  

Earnings (loss) per share:

                                           

Basic

  $ 0.38   $ 0.97   $ 3.35   $ 4.18   $ (0.56 ) $ 3.56   $ 3.31  
                               
                               

Diluted

  $ 0.37   $ 0.96   $ 3.31   $ 4.17   $ (0.56 ) $ 3.54   $ 3.29  
                               
                               

Cash dividends declared per share

  $ 0.22   $ 0.21   $ 0.84   $ 0.80   $   $   $  
                               
                               

Balance Sheet Data (as of the end of the period):

                                           

Total assets

  $ 8,729   $ 9,099   $ 8,718   $ 9,261   $ 7,337   $ 7,351   $ 6,904  

Total long-term debt(9)

    2,069     2,002     1,667     1,993     737     641     690  

Total URS stockholders' equity(8)

    3,819     4,040     4,081     4,044     3,800     4,117     3,906  

Total noncontrolling interests

    146     140     146     142     107     84     45  

Total stockholders' equity

    3,965     4,180     4,227     4,186     3,907     4,201     3,951  

(1)
URS's fiscal year is the 52/53-week period ending on the Friday closest to December 31.

(2)
URS completed the acquisitions of Flint, Apptis and Scott Wilson Group plc in May 2012, June 2011 and September 2010, respectively.

(3)
For the years ended December 30, 2011 and December 31, 2010, URS recorded restructuring costs in its international businesses.

(4)
During the year ended December 30, 2011, URS recorded a goodwill impairment charge of $351.3 million. On a net, after-tax basis, this charge resulted in decreases to net income and diluted earnings per share ("EPS") of $309.4 million and $3.99, respectively, for the year ended December 30, 2011.

 

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(5)
During fiscal year 2009, URS recorded a $32.8 million charge for the impairment of URS's intangible asset related to the "Washington" trade name. On a net, after-tax basis, this transaction resulted in decreases to net income and EPS of $19.6 million and $0.24, respectively, for the year ended January 1, 2010.

(6)
In October 2010, URS received notice of a ruling on the priority of claims against a bankrupt client made by one of URS's unconsolidated joint ventures related to the SR-125 road project in California. The judge ruled against the joint venture's position, finding that its mechanic's lien did not have priority over the senior lenders. As a result of the court's decision, URS recorded a pre-tax non-cash asset impairment charge of $25.0 million during fiscal year 2010. During the second quarter of 2011, URS recognized a pre-tax favorable claim settlement of $9.5 million on this project.

(7)
During fiscal year 2009, URS recorded $47.9 million of other income, net, consisting of a $75.6 million gain associated with the sale of URS's equity investment in MIBRA GmbH ("MIBRAG"), net of $5.2 million of sale-related costs. This gain was partially offset by a $27.7 million loss on the settlement of a foreign currency forward contract, which primarily hedged URS's net investment in MIBRAG. On a net, after-tax basis, these two transactions resulted in increases to net income and diluted EPS of $30.6 million and $0.37, respectively, for the year ended January 1, 2010.

(8)
On February 24, 2012, the URS Board of Directors approved the initiation of a regular quarterly cash dividend program and authorized a $0.20 per share quarterly dividend. On February 22, 2013, the URS Board of Directors approved the continuation of this program and authorized a $0.21 per share quarterly dividend. On February 28, 2014, the URS Board of Directors authorized a $0.22 per share quarterly dividend.

(9)
On December 19, 2013, URS entered into an amendment to its Credit Agreement dated as of October 19, 2011, entered into by and among URS, certain subsidiaries of URS party thereto, as borrowers, a syndicate of lenders party thereto and Wells Fargo Bank, National Association as administrative agent for the lenders, by extending the maturity date by two years to December 19, 2018. On December 27, 2013, Flint redeemed all of its outstanding senior notes ("Canadian Notes"). During fiscal year 2012, URS issued $1.0 billion of Senior Notes in connection with the acquisition of Flint. During fiscal year 2011, URS entered into the 2011 Credit Facility, which provided a term loan facility of $700.0 million and revolving credit facilities of $1.0 billion.

 

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Summary Unaudited Pro Forma Condensed Combined
Financial Information of AECOM and URS

        The following tables present summary unaudited pro forma condensed consolidated financial information about AECOM's consolidated balance sheet and statements of operations, after giving effect to the merger between AECOM and URS. AECOM's historical financial and operating data for the year ended September 30, 2013 and the six-month period ended March 31, 2014 is derived from the financial data in its audited consolidated financial statements for the year ended September 30, 2013 and from its unaudited consolidated financial statements for the six-month period ended March 31, 2014. The historical financial and operating data for URS for the year ended September 27, 2013 is derived by adding the financial data from URS's audited consolidated financial statements for the year ended January 3, 2014 and URS's unaudited condensed consolidated statement of income for the three-month period ended December 28, 2012, and subtracting URS's unaudited condensed consolidated statement of income for the three-month period ended January 3, 2014. The historical financial and operating data for URS for the six-month period ended April 4, 2014 is derived by adding the financial data from URS's unaudited condensed consolidated financial statements for the three months ended April 4, 2014 and URS's unaudited condensed consolidated statement of income for the three-month period ended January 3, 2014.

        The information under "Summary Unaudited Pro Forma Condensed Combined Statements of Income" in the table below gives effect to the merger as if it had been consummated on October 1, 2012 for AECOM and September 29, 2012 for URS, the beginning of the earliest period presented. The information under "Summary Unaudited Pro Forma Condensed Combined Balance Sheet" in the table below assumes the merger had been consummated on March 31, 2014. This unaudited pro forma condensed consolidated financial information was prepared using the acquisition method of accounting, with AECOM considered the acquiror of URS for accounting purposes. See "Accounting Treatment."

        In addition, the unaudited pro forma condensed consolidated financial information includes adjustments which are preliminary and may be revised. There can be no assurance that such revisions will not result in material changes. The summary unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of results that actually would have occurred or that may occur in the future had the merger been completed on the dates indicated, nor is it necessarily indicative of the future operating results or financial position of AECOM after the merger.

        The information presented below should be read in conjunction with the historical consolidated financial statements of AECOM and URS including the related notes, filed by each of them with the SEC, and with the pro forma condensed consolidated financial information of AECOM and URS, including the related notes, appearing elsewhere in this joint proxy statement/prospectus. See "Where You Can Find More Information" and "Unaudited Pro Forma Condensed Consolidated Financial Information."

 

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Summary Unaudited Pro Forma Condensed Combined Balance Sheet
(
dollars in millions)

 
  As of
March 31, 2014
 
 
  Pro Forma
Combined
 

Assets

       

CURRENT ASSETS:

       

Total cash and cash equivalents

  $ 458  

Net accounts receivable

    5,317  

Prepaid expenses and other current assets

    425  
       

TOTAL CURRENT ASSETS

    6,200  

PROPERTY AND EQUIPMENT—NET

    904  

INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

    632  

GOODWILL

    5,409  

INTANGIBLE ASSETS—NET

   
1,141
 

OTHER NON-CURRENT ASSETS

   
519
 
       

TOTAL ASSETS

  $ 14,805  
       

Liabilities and Stockholder's Equity

       

CURRENT LIABILITIES:

       

Short-term debt

    26  

Accounts payable

    1,376  

Accrued expenses and other current liabilities

    1,583  

Billings in excess of costs on uncompleted contracts

   
583
 

Current portion of long-term debt

    149  
       

TOTAL CURRENT LIABILITIES

    3,717  

OTHER LONG-TERM LIABILITIES

    503  

LONG-TERM DEBT

    5,368  

Deferred tax liabilities

    753  

Pension and post-retirement benefit obligations

    469  
       

TOTAL LIABILITIES

    10,810  

COMMITMENTS AND CONTINGENCIES

   
 
 

STOCKHOLDERS' EQUITY

   
 
 

Common stock

    1  

Additional paid-in capital

   
3,646
 

Accumulated other comprehensive income

   
(284

)

Retained Earnings

    367  
       

TOTAL AECOM/URS STOCKHOLDERS' EQUITY

    3,730  

Noncontrolling interests

    265  
       

TOTAL STOCKHOLDERS' EQUITY

    3,995  
       

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

  $ 14,805  
       

 

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Summary Unaudited Pro Forma Condensed Combined Statement of Income
For the Twelve Months Ended September 30, 2013
(
dollars in millions, except per share amounts)

 
  Twelve Months Ended
September 30, 2013
 
 
  Pro Forma
Combined
 

Revenues

  $ 19,456  

Cost of revenue

    18,474  
       

Gross profit

    982  

Equity in earnings of joint ventures

   
114
 

General and administrative expenses

    (253 )
       

Income from operations

    843  

Other income (expense)

   
(4

)

Interest expense

    (255 )
       

Income before income tax expense

    584  

Income tax expense

    128  
       

Net income

    456  

Noncontrolling interest, net of tax

    (103 )
       

Net income attributable to AECOM/URS

  $ 353  
       
       

Net income attributable per AECOM/URS share

       

Basic

  $ 2.32  

Diluted

  $ 2.27  

Weighted average shares outstanding (shares in thousands)

       

Basic

    152,236  

Diluted

    155,340  

 

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Summary Unaudited Pro Forma Condensed Combined Statement of Income
For the Six Months Ended March 31, 2014
(
dollars in millions, except per share amounts)

 
  Six Months Ended
March 31, 2014
 
 
  Pro Forma
Combined
 

Revenues

  $ 8,831  

Cost of revenue

    8,528  
       

Gross profit

    303  

Equity in earnings of joint ventures

   
95
 

General and administrative expenses

    (99 )
       

Income from operations

    299  

Other expense

   
(8

)

Interest expense

    (119 )
       

Income before income tax expense

    172  

Income tax expense

    60  
       

Net income

    112  

Noncontrolling interest, net of tax

    (39 )
       

Net income attributable to AECOM/URS

  $ 73  
       
       

Net income attributable per AECOM/URS share

       

Basic

  $ 0.49  

Diluted

  $ 0.48  

Weighted average shares outstanding (shares in thousands)

       

Basic

    148,275  

Diluted

    151,694  

 

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Summary of Comparative Historical and Pro Forma Per Share Data

        Presented below is:

        This information should be read together with the consolidated financial statements and related notes of AECOM and URS that are incorporated by reference in this joint proxy statement/prospectus and with the unaudited pro forma financial data included under "Unaudited Pro Forma Condensed Consolidated Financial Information." The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the beginning of the periods presented, nor is it necessarily indicative of the future operating results or financial position of AECOM after the merger.

        The historical book value per share is computed by dividing total stockholders' equity by the number of shares of common stock outstanding at the end of the period. The pro forma income per share of AECOM after the merger is computed by dividing the pro forma income by the pro forma weighted average number of shares outstanding. The pro forma book value per share of AECOM after the merger is computed by dividing total pro forma stockholders' equity by the pro forma number of shares of common stock outstanding at the end of the period.

        The information listed as the equivalent pro forma per share amount for URS was obtained by multiplying the pro forma per share amounts listed by AECOM by 1.6732, which is the number of shares of AECOM common stock that URS stockholders who only receive stock in the merger would receive for each share of URS common stock, assuming no proration and assuming the average (rounded to the nearest one tenth of a cent) of the closing prices of AECOM common stock on the NYSE for the five trading days immediately preceding the date on which the merger is consummated was $35.136, which was the average (rounded to the nearest one tenth of a cent) closing price of AECOM common stock for the five days ending on July 25, 2014, the most recent practicable date before the filing of this joint proxy statement/prospectus. The actual fraction of a share of AECOM common stock that URS stockholders who receive stock in the merger will receive may differ depending on the average of the closing stock prices for AECOM common stock during the five trading days immediately preceding the effective time of the merger.

 
   
   
   
   
  URS  
 
  AECOM    
 
 
   
   
   
  Pro Forma
Equivalent
  Pro Forma
Equivalent
 
 
  Historical   Pro Forma   Pro Forma   Historical  
 
  Unaudited
six months
ended
March 31,
2014
  Year ended
September 30,
2013
  Unaudited
six months
ended
March 31,
2014
  Unaudited
twelve months
ended
September 30,
2013
  Unaudited
Six months
ended
April 4,
2014
  Unaudited
Twelve months
ended
September 27,
2013
  Unaudited
Six months
ended
April 4,
2014
  Unaudited
Twelve months
ended
September 27,
2013
 

Basic earnings per share

  $ 1.00   $ 2.38   $ 0.49   $ 2.32   $ 0.64   $ 4.03   $ 0.82   $ 3.88  

Diluted earnings per share

  $ 0.99   $ 2.35   $ 0.48   $ 2.27   $ 0.63   $ 3.99   $ 0.80   $ 3.80  

Cash dividends declared per common share

  $   $     (1 )   (1 ) $ 0.43   $ 0.83     (1 )   (1 )

Book value per common share at period end

  $ 21.83   $ 21.05   $ 25.23     (2 ) $ 55.35   $ 55.13   $ 42.21     (2 )

(1)
For the purpose of this pro forma financial information, no dividends are assumed to be paid. The holders of AECOM common stock will receive cash dividends if and when declared by the AECOM Board of Directors out of legally available funds.

(2)
Not applicable

 

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RISK FACTORS

        In addition to the other information included and incorporated by reference in this joint proxy statement/prospectus, including the matters addressed in the section entitled "Special Note Regarding Forward-Looking Statements," you should carefully consider the following risks before deciding whether to vote for the adoption of the merger agreement, the URS adjournment proposal and the golden parachute proposal, in the case of URS stockholders, or for the stock issuance proposal and the AECOM adjournment proposal, in the case of AECOM stockholders. In addition, you should read and consider the risks associated with each of the businesses of AECOM and URS because these risks will also affect AECOM after the merger. These risks can be found in the Annual Reports on Form 10-K for AECOM for the fiscal year ended September 30, 2013, and for URS for the fiscal year ended January 3, 2014, and any amendments thereto, as such risks may be updated or supplemented in each company's subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K (including URS's Current Report on Form 8-K, filed on August 1, 2014), which are incorporated by reference into this joint proxy statement/prospectus. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference in this joint proxy statement/prospectus. See the section entitled "Where You Can Find More Information."


Risk Factors Relating to the Merger

Because the market price of AECOM common stock will fluctuate, URS stockholders cannot be sure of the value of the merger consideration they will receive at the time of the URS special meeting or at any time prior to the closing of the merger.

        Upon completion of the merger, each share of URS common stock will be converted into the right to receive merger consideration consisting of shares of AECOM common stock and/or cash pursuant to the terms of the merger agreement. The value of the merger consideration to be received by URS stockholders will be based on the average five-day AECOM closing price at the time of completion of the merger. This average price may vary from the closing price of AECOM common stock on the date we announced the merger, on the date that this joint proxy statement/prospectus was mailed to AECOM stockholders and URS stockholders and on the date of the special meetings of the AECOM and URS stockholders. Any change in the market price of AECOM common stock prior to completion of the merger will affect the value of the merger consideration that URS stockholders will receive upon completion of the merger. Accordingly, at the time of the URS special meeting and prior to the election deadline, URS stockholders will not necessarily know or be able to calculate the amount of the cash consideration they would receive or the exchange ratio used to determine the number of any shares of AECOM common stock they would receive upon completion of the merger. Neither company is permitted to terminate the merger agreement or resolicit the vote of either company's stockholders solely because of changes in the market prices of either company's stock. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations. Many of these factors are beyond our control. You should obtain current market quotations for shares of AECOM common stock and for shares of URS common stock.

URS stockholders may receive a form of consideration different from what they elect.

        The aggregate amount of cash to be paid to holders of URS common stock (not including, for this purpose, URS election award shares) as of immediately prior to closing is fixed at $2,257,950,321. As a result, if the cash elections are oversubscribed or undersubscribed, then certain adjustments will be made to the merger consideration to be paid to URS stockholders to proportionately reduce the cash or stock amounts received by such holders, in the manner described below in the section entitled "The Merger Agreement—Consideration to Be Received in the Merger—Proration." To the extent that the

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number of outstanding shares of URS common stock increases between the date of the merger agreement and the effective time of the merger, due to the vesting of stock-settled awards or as otherwise permitted by the merger agreement, the aggregate number of shares of AECOM common stock to be issued as consideration in the merger will be increased accordingly, but the aggregate amount of cash to be paid as consideration will not change. Thus, you might receive a portion of your consideration in the form you did not elect and that may have different tax consequences from the form of consideration you elected. In addition, if the aggregate consideration to be paid to any holder of URS common stock would result in such holder receiving a fractional share of AECOM common stock, cash will be paid in lieu of such fractional share.

If you are a URS stockholder and you tender your shares of URS common stock to make an election, you will not be able to sell those shares, unless you revoke your election prior to the election deadline.

        If you are a registered URS stockholder and want to make a valid cash or stock election, you will have to deliver your stock certificates (or follow the procedures for guaranteed delivery) and a properly completed and signed form of election to the exchange agent. Since the actual election deadline is not currently known, AECOM and URS will issue a press release announcing the date of the election deadline at least five business days before that deadline. For further details on the determination of the election deadline, see "The Merger Agreement—Conversion of Shares; Exchange of Certificates; Elections as to Form of Consideration—Election Form." The election deadline may be significantly in advance of the closing of the merger. You will not be able to sell any shares of URS common stock that you have delivered as part of your election unless you withdraw your stock certificates or revoke your election before the deadline by providing written notice to the exchange agent. If you do not revoke your election, you will not be able to liquidate your investment in URS common stock for any reason until you receive cash and/or common stock in the merger. In the time between the election deadline and the closing of the merger, the trading price of URS or AECOM common stock may decrease, and you might otherwise want to sell your shares of URS common stock to gain access to cash, make other investments or reduce the potential for a decrease in the value of your investment. The date that you will receive your merger consideration depends on the completion date of the merger, which is uncertain. The completion date of the merger might be later than expected due to unforeseen events, such as delays in obtaining regulatory approvals.

The merger is subject to a number of conditions, including certain governmental and regulatory conditions that may not be satisfied, and the merger may not be completed on a timely basis, or at all. Failure to complete the merger could have material and adverse effects on AECOM and URS.

        Completion of the merger is conditioned upon, among other matters, the receipt of certain governmental authorizations, consents, orders or other approvals, including the expiration or termination of the waiting period under the HSR Act, the receipt of antitrust clearance under the Competition Act (Canada) and the Ireland Competition Act (which condition the parties have agreed to waive with respect to Ireland), the authorization of the listing on the NYSE of the AECOM shares of common stock to be issued in the merger, the declaration of the effectiveness of the Form S-4 to which this joint proxy statement/prospectus relates by the SEC under the Securities Act, and the receipt of any other consents or approvals of any governmental entity required to be obtained in connection with the merger. In deciding whether to grant antitrust or other regulatory clearances, the relevant governmental entities will consider the effect of the merger within their relevant jurisdictions. The governmental agencies from which AECOM and URS will seek the approvals have broad discretion in administering the governing regulations. The terms and conditions of the approvals that are granted may impose requirements, limitations or costs or place restrictions on the conduct of AECOM's business after the merger. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying completion of the merger or imposing additional material costs on, or materially

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limiting the revenues of, AECOM following the merger. In addition, neither AECOM nor URS can provide assurances that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. For a more detailed description of the regulatory review process, see the section entitled "The Merger—Regulatory Clearances Required for the Merger."

        If the merger is not completed on a timely basis, or at all, AECOM's and URS's respective ongoing businesses may be adversely affected. Additionally, in the event the merger is not completed, AECOM and URS will be subject to a number of risks without realizing any of the benefits of having completed the merger, including (i) the payment of certain fees and costs relating to the merger, such as legal, accounting, debt financing source, financial advisor and printing fees, (ii) the potential decline in the market price of AECOM's and URS's shares of common stock, (iii) the risk that the parties may not find a party willing to enter into a merger agreement on terms equivalent to or more attractive than the terms set forth in the merger agreement and (iv) the loss of time and resources.

Uncertainties associated with the merger may cause a loss of management personnel and other key employees which could adversely affect the future business, operations and financial results of AECOM following the merger.

        Whether or not the merger is completed, the announcement and pendency of the merger could disrupt the businesses of AECOM and URS. AECOM and URS are dependent on the experience and industry knowledge of their senior management and other key employees to execute their business plans. AECOM's success after the merger will depend in part upon the ability of AECOM and URS to retain key management personnel and other key employees. Current and prospective employees of AECOM and URS may experience uncertainty about their roles within AECOM following the merger, which may have an adverse effect on the ability of each of AECOM and URS to attract or retain key management and other key personnel.

        Accordingly, no assurance can be given that AECOM will be able to attract or retain key management personnel and other key employees of AECOM and URS to the same extent that such companies have previously been able to attract or retain employees. In addition, AECOM following the merger might not be able to locate suitable replacements for any such key employees who leave AECOM or offer employment to potential replacements on reasonable terms.

Lawsuits have been filed against URS and/or AECOM challenging the merger, and an adverse ruling may prevent the merger from being completed.

        AECOM and/or URS, as well as the members of the URS Board of Directors, have been named as defendants in lawsuits brought by purported stockholders of URS challenging the URS Board of Directors' actions in connection with the merger agreement and seeking, among other things, injunctive relief to enjoin the defendants from completing the merger on the agreed-upon terms. See "The Merger—Litigation Related to the Merger" for more information about the lawsuits that have been filed related to the merger.

        One of the conditions to the closing of the merger is that no temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by any court of competent jurisdiction or other legal restraint or prohibition shall be in effect, and no law shall have been enacted, entered, promulgated, enforced or deemed applicable by any governmental entity that, in any such case, prohibits or makes illegal the consummation of the merger. Consequently, if a settlement or other resolution is not reached in the lawsuits referenced above and the plaintiffs secure injunctive or other relief prohibiting, delaying or otherwise adversely affecting AECOM's and/or URS's ability to complete the merger, then such injunctive or other relief may prevent the merger from becoming effective within the expected timeframe or at all.

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The merger agreement contains provisions that could discourage a potential competing acquiror of either AECOM or URS.

        The merger agreement contains "no shop" provisions that, subject to limited exceptions, restrict each of AECOM's and URS's ability to solicit, initiate or endorse, encourage or facilitate competing third-party proposals for the acquisition of its company's shares or assets. Further, even if the AECOM Board of Directors or the URS Board of Directors, respectively, withdraws or changes its recommendation with respect to the merger, AECOM or URS, as the case may be, will still be required to submit each of its merger-related proposals to a vote at its stockholder meeting. In addition, AECOM generally has an opportunity to offer to modify the terms of the merger in response to any competing acquisition proposals before the Board of Directors of URS may withdraw or change its recommendation with respect to the merger. In certain circumstances in connection with the termination of the merger agreement, AECOM must pay to URS a termination fee equal to $140 million, or $240 million if the merger agreement is terminated by URS under circumstances where all closing conditions have been satisfied but AECOM's debt financing is not available to complete the merger and AECOM fails to close the merger. In certain circumstances in connection with the termination of the merger agreement, URS must pay to AECOM a termination fee equal to $140 million. If the merger agreement is terminated by a party as a result of certain breaches by the other party, then the non-terminating party will be required to reimburse the terminating party for its reasonable out-of-pocket fees and expenses up to $40 million. See "The Merger Agreement—No Solicitation of Alternative Proposals," "The Merger Agreement—Termination of the Merger Agreement" and "The Merger Agreement—Expenses and Termination Fees; Liability for Breach."

        These provisions could discourage a potential third-party acquiror that might have an interest in acquiring all or a significant portion of AECOM or URS from considering or proposing that acquisition, at a higher per share cash or market value than the market value proposed to be received or realized in the merger, or might result in a potential third-party acquiror proposing to pay a lower price to the stockholders than it might otherwise have proposed to pay because of the added expense of the termination fee and/or expense reimbursement that may become payable in certain circumstances.

URS's counterparties may acquire certain rights upon the merger, which could negatively affect AECOM following the merger.

        URS is party to numerous contracts, agreements, licenses, permits, authorizations and other arrangements that contain provisions giving counterparties certain rights (including, in some cases, termination rights) in the event of an "assignment" of the contract or agreement or a "change in control" of URS or its subsidiaries. The definitions of "assignment" and "change in control" vary from contract to contract and, in some cases, the "assignment" or "change in control" provisions may be implicated by the merger. If an "assignment" or "change in control" occurs, a counterparty may be permitted to terminate its contract with URS.

        Whether a counterparty would have cancellation rights in connection with the merger depends upon the language of its agreement with URS. Whether a counterparty exercises any cancellation rights it has would depend on, among other factors, such counterparty's views with respect to the financial strength and business reputation of AECOM following the merger and prevailing market conditions. URS cannot presently predict the effects, if any, if the merger is deemed to constitute a change in control under certain of its contracts and other arrangements, including the extent to which cancellation rights would be exercised, if at all, or the effect on AECOM's financial condition, results of operations or cash flows following the merger, but such effect could be material.

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Risk Factors Relating to AECOM Following the Merger

        In addition to the risk factors set forth below, following the merger, AECOM likely will be subject to many of the risks described in URS's Annual Report on Form 10-K for the fiscal year ended January 3, 2014, as updated by URS's subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" for the location of information incorporated by reference in this joint proxy statement/prospectus.

Although AECOM and URS expect to realize certain benefits as a result of the merger, there is the possibility that AECOM following the merger may be unable to integrate successfully the businesses of AECOM and URS in order to realize the anticipated benefits of the merger or do so within the intended timeframe.

        AECOM will be required to devote significant management attention and resources to integrating the business practices and operations of URS with AECOM. Due to legal restrictions, AECOM and URS have been able to conduct limited planning regarding the integration of URS into AECOM after completion of the merger and have not yet determined the exact nature of how the businesses and operations of URS will be run following the merger. Potential difficulties AECOM may encounter as part of the integration process include the following:

Any of these factors could adversely affect each company's ability to maintain relationships with customers, suppliers, employees and other constituencies or AECOM's and URS's ability to achieve the anticipated benefits of the merger or could reduce each company's earnings or otherwise adversely affect the business and financial results of AECOM after the merger.

Current AECOM stockholders and URS stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

        Current AECOM stockholders have the right to vote in the election of the AECOM Board of Directors and on other matters affecting AECOM. Current URS stockholders have the right to vote in the election of the URS Board of Directors and on other matters affecting URS. Immediately after the

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merger is completed, it is expected that, on a fully diluted basis, current AECOM stockholders (together with holders of AECOM equity-based awards) will collectively own approximately 66%, and current URS stockholders, together with holders of URS election award shares and URS roll-over award shares, will collectively own approximately 34%, of the outstanding shares of AECOM common stock. As a result of the merger, current AECOM stockholders and current URS stockholders will have less influence on the management and policies of AECOM post-merger than they now have on the management and policies of AECOM and URS, respectively.

The results of AECOM after the merger may suffer if AECOM does not effectively manage its expanded operations following the merger.

        Following the merger, the size of the business of AECOM will increase significantly beyond the current size of either AECOM's or URS's existing business. AECOM's future success depends, in part, upon its ability to manage this expanded business, which will pose substantial challenges for management, including challenges related to the management and monitoring of new global operations and associated increased costs and complexity. There can be no assurances that AECOM will be successful after completion of the merger or that it will realize the expected benefits currently anticipated from the merger.

The financial projections prepared by AECOM and URS in connection with the merger may not be realized, which may adversely affect the market price of AECOM shares following the merger.

        In connection with the merger, AECOM and URS prepared and considered, among other things, internal standalone and pro forma financial projections for AECOM and URS. See the sections entitled "The Merger—Certain AECOM Prospective Financial Information" and "The Merger—Certain URS Prospective Financial Information." None of these projections was prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, GAAP or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections. These projections are inherently based on various estimates and assumptions that are subject to the judgment of the respective managements of AECOM and URS. These projections are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of AECOM and URS. Accordingly, there can be no assurance that AECOM's or URS's financial condition or results of operations will be consistent with those set forth in such projections. Significantly worse financial results could have a material adverse effect on the market price of AECOM common stock following the merger.

The merger may not be accretive and may cause dilution to AECOM's earnings per share, which may negatively affect the market price of AECOM's common stock.

        AECOM currently anticipates that the merger will be accretive to GAAP earnings per share in fiscal year 2015. This expectation is based on preliminary estimates which may materially change. AECOM could also encounter additional transaction and integration-related costs or other factors such as the failure to realize all of the benefits anticipated in the merger. All of these factors could cause dilution to AECOM's earnings per share or decrease or delay the expected accretive effect of the merger, which could cause a decrease in the price of AECOM's stock price.

AECOM is expected to incur substantial expenses related to the merger.

        AECOM is expected to incur substantial expenses in connection with the merger. While AECOM and URS have assumed that a certain level of expenses would be incurred, there are many factors beyond the control of either AECOM or URS that could affect the total amount or the timing of the

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expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately.

Some of the executive officers and directors of AECOM and URS have interests in seeing the merger completed that are different from, or in addition to, those of the other AECOM and URS stockholders. Therefore, some of the executive officers and directors of AECOM and URS may have a conflict of interest in recommending the proposals being voted on at the special meetings.

        Certain of the executive officers of AECOM and URS may have arrangements that provide them with interests in the merger that are different from, or in addition to, those of stockholders of AECOM and URS generally. These interests include, among others, continued service as an executive officer of AECOM following the merger, and with respect to URS executive officers, may include the acceleration of vesting of certain equity-based awards, enhanced severance payments and/or benefits (and, for one executive officer who is not a named executive officer, reimbursement of excise taxes), and/or continuation of certain indemnification insurance in connection with the merger. These interests may influence the executive officers of AECOM and URS to support or approve the proposals to be presented at the special meetings.

        In addition, certain directors of AECOM and URS may have interests in the merger that are different from, or in addition to, those of stockholders of AECOM and URS generally, including with respect to URS directors, the acceleration of vesting of certain equity-based awards and service as a director of AECOM following the merger. These interests may influence the directors of AECOM to support or approve the proposals to be presented at the AECOM special meeting and the directors of URS to support or approve the proposals to be presented at the URS special meeting.

        See "The Merger—Interests of AECOM's Directors and Executive Officers in the Merger" and "The Merger—Interests of URS's Directors and Executive Officers in the Merger" for a more detailed description of these interests.

The shares of AECOM common stock to be received by URS stockholders as a result of the merger will have different rights from the shares of URS common stock.

        Upon completion of the merger, URS stockholders will become stockholders of AECOM, and their rights as stockholders will be governed by the AECOM charter and the AECOM bylaws. The rights associated with URS common stock are different from the rights associated with shares of AECOM common stock. See "Comparison of Stockholders' Rights."

If AECOM's debt financing for the merger becomes unavailable, the merger may not be completed.

        AECOM intends to finance all or a portion of the cash component of the merger consideration with debt financing. AECOM has entered into a commitment letter with Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated pursuant to which the debt financing sources have committed, subject to customary conditions, to provide AECOM with financing for the transactions contemplated by the merger agreement. The debt financing commitments under the commitment letter consist of (1) a term loan A facility in an aggregate principal amount of $712.5 million and a revolving credit facility in an aggregate principal amount of $1.05 billion, either pursuant to amendments to AECOM's existing credit facilities if required lender consent is obtained or as new facilities and (2) incremental term loans in the aggregate principal amount of $4.0 billion, consisting of a $575 million "term loan A" and a $3.425 billion "term loan B," and an incremental performance letter of credit facility in an aggregate amount of $500 million available solely for the issuance of performance letters of credit. AECOM anticipates that $1.6 billion of the "term loan B" facility under the commitment letter will be replaced by issuance of $800 million in 8-year senior unsecured notes, and $800 million in 10-year senior unsecured notes. The proceeds from the debt financing will be used

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by AECOM to, among other things, fund all or a portion of the cash consideration to be paid in the merger, to refinance existing indebtedness of URS and its subsidiaries and certain existing indebtedness of AECOM and its subsidiaries and to pay transaction related fees and expenses. The obligations of the debt financing sources under the commitment letter are contingent on the satisfaction of certain conditions as further described under "The Merger—Debt Financing."

        In the event that the debt financing contemplated by the commitment letter is not available, other financing may not be available on acceptable terms, in a timely manner or at all. If other financing becomes necessary and AECOM is unable to secure such additional financing, the merger may not be completed and AECOM may be required to pay a termination fee of $240 million to URS. Completion of the merger is not subject to a financing condition.

AECOM expects to incur substantial additional indebtedness to finance the merger, which may decrease AECOM's business flexibility after the merger and adversely affect AECOM's financial results.

        At closing, AECOM expects to incur additional debt of approximately $4.2 billion to finance the cash portion of the merger consideration and to refinance certain existing URS debt obligations of approximately $1.6 billion, which will result in the combined company having total debt obligations of approximately $5.2 billion following the completion of the merger. The financial and other covenants to which AECOM has agreed or may agree in connection with the incurrence of such debt, and AECOM's increased indebtedness in comparison to that of AECOM on a recent historical basis may have the effect, among other things, of reducing AECOM's flexibility to respond to changing business and economic conditions, thereby making AECOM more vulnerable to general adverse economic and industry conditions. The increased indebtedness will also increase borrowing costs and the covenants pertaining thereto may also limit AECOM's ability to obtain additional financing to fund working capital, capital expenditures, additional acquisitions or general corporate requirements. AECOM will also be required to dedicate a larger portion of its cash flow from operations to payments on its indebtedness, thereby reducing the availability of its cash flow for other purposes, including working capital, capital expenditures and general corporate purposes.

        In addition, the terms and conditions of the indebtedness incurred to finance the merger may not be favorable to AECOM, and as such, could further increase the cost of the merger, as well as the overall burden of such debt upon AECOM and AECOM's business flexibility. It is anticipated that the debt financing will be secured, whereas AECOM's and URS's current debt facilities are unsecured. Further, if any portion of AECOM's borrowings is at variable rates of interest, AECOM will be exposed to the risk of increased interest rates. Although AECOM and URS expect that the combined company will use appropriate hedging strategies to manage this risk and that the combined company will generate significant cash flows that will be used to reduce the combined company's level of indebtedness, AECOM and URS cannot provide assurance that its hedging strategies will be successful in managing the combined company's interest rate related risks or that the combined company will generate the level of cash flows required to reduce its outstanding indebtedness. Any of the foregoing consequences could adversely affect AECOM's financial results.


Other Risk Factors of AECOM and URS

        AECOM's and URS's businesses are and will be subject to the risks described above. In addition, AECOM and URS are, and will continue to be, subject to the risks described in AECOM's Annual Report on Form 10-K for the fiscal year ended September 30, 2013, and URS's Annual Report on Form 10-K for the fiscal year ended January 3, 2014, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (including URS's Current Report on Form 8-K, filed on August 1, 2014), all of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" for the location of information incorporated by reference in this joint proxy statement/prospectus.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect AECOM's and URS's current beliefs, expectations or intentions regarding future events. These statements include forward-looking statements both with respect to AECOM and URS and the engineering and construction industry. Statements that are not historical facts, including statements that use terms such as "anticipates," "believes," "expects," "intends," "plans," "projects," "seeks" and "will" and that relate to our plans and objectives for future operations, are forward-looking statements. In light of the risks and uncertainties inherent in all forward-looking statements, the inclusion of such statements in this joint proxy statement/prospectus should not be considered as a representation by us or any other person that our objectives or plans will be achieved.

        Such forward-looking statements include, but are not limited to, statements about the benefits of the transaction involving AECOM and URS, including future financial and operating results, the combined company's plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future—including statements relating to creating value for stockholders, benefits of the transaction to customers and employees of the combined company, integrating our companies, cost savings, synergies, earnings per share, backlog, and the expected timetable for completing the proposed transaction—are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with the ability to consummate the merger and the timing of the closing of the merger; the failure to obtain the necessary debt financing arrangements set forth in the commitment letter received in connection with the merger; the interest rate on any borrowings incurred in connection with the transaction; the impact of the indebtedness incurred to finance the transaction; the ability to successfully integrate our operations and employees; the ability to realize anticipated benefits and synergies of the transaction; the potential impact of announcement of the transaction or consummation of the transaction on relationships, including with employees, customers and competitors; the outcome of any legal proceedings that have been or may be instituted against URS and/or AECOM and others following announcement of the transaction; the ability to retain key personnel; the amount of the costs, fees, expenses and charges related to the merger and the actual terms of the financings that will be obtained for the merger; changes in financial markets, interest rates and foreign currency exchange rates; and those additional risks and factors discussed in reports filed with the SEC by AECOM and URS.

        Additional information concerning these and other risk factors is contained in AECOM's and URS's most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K (including URS's Current Report on Form 8-K, filed on August 1, 2014) and other SEC filings. All subsequent written and oral forward-looking statements concerning AECOM, URS, the proposed transaction or other matters attributable to AECOM or URS or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. You are cautioned not to place undue reliance on these forward-looking statements, which speak only to the date they are made. AECOM and URS are under no obligation (and expressly disclaim any such obligation) to update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise.

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THE COMPANIES

AECOM Technology Corporation

        AECOM is a leading provider of professional technical and management support services for public and private clients around the world. AECOM offers its services through two business segments: Professional Technical Services ("PTS") and Management Support Services ("MSS"). AECOM's PTS segment delivers planning, consulting, architectural and engineering design, and program and construction management services to commercial and government clients worldwide in major end markets such as transportation, facilities, environmental, energy, water and government. AECOM's MSS segment provides program and facilities management and maintenance, training, logistics, consulting, technical assistance and systems integration services, primarily for agencies of the U.S. government. AECOM completed the initial public offering of its common stock in May 2007.

        Shares of AECOM common stock are traded on the NYSE under the symbol "ACM." Following the merger, shares of AECOM common stock will continue to be traded on the NYSE under the symbol "ACM."

        The principal executive offices of AECOM are located at 555 South Flower Street, Suite 3700, Los Angeles, California 90071, and its telephone number is (213) 593-8000. Additional information about AECOM and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information."


URS Corporation

        URS provides a broad range of engineering, construction, and technical services to public agencies and private sector companies around the world. URS's Infrastructure & Environment Division provides program management, planning, design, engineering, construction and construction management, operations and maintenance, and decommissioning and closure services to a variety of U.S. and international government agencies and departments, as well as to private sector clients. URS's Federal Services Division provides program management, planning, design engineering, systems engineering and technical assistance, construction and construction management, operations and maintenance, management and operations, IT, and decommissioning and closure services to U.S. federal government agencies, as well as to national governments in other countries. URS's Energy & Construction Division provides program management, planning, design, engineering, construction and construction management, operations and maintenance, and decommissioning and closure services to private sector clients as well as federal, state, and local government agencies. URS's Oil & Gas Division provides oilfield services, such as rig transportation and fluid hauling; oil and gas production services, including mechanical, electrical and instrumentation services; pipeline and facility construction; module fabrication; and maintenance services for oil and gas industry clients throughout the U.S. and Canada.

        URS's common stock is traded on the NYSE under the symbol "URS." Upon completion of the merger, shares of URS common stock currently listed on the NYSE will cease to be listed on the NYSE and will subsequently be deregistered under the Exchange Act.

        The principal executive offices of URS are located at 600 Montgomery Street, 26th Floor, San Francisco, California 94111, and its telephone number is (415) 774-2700. Additional information about URS and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information."


ACM Mountain I, LLC

        ACM Mountain I, LLC, or Merger Sub, is a wholly owned subsidiary of AECOM and a Delaware limited liability company. Merger Sub was formed on July 3, 2014, for the sole purpose of effecting the

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merger. In the merger, Merger Sub will be merged with and into URS, with URS surviving as a wholly owned subsidiary of AECOM.

        The principal executive offices of Merger Sub are located at 555 South Flower Street, Suite 3700, Los Angeles, California 90071, and its telephone number is (213) 593-8000.


ACM Mountain II, LLC

        ACM Mountain II, LLC, or Merger Sub I, is a wholly owned subsidiary of AECOM and a Delaware limited liability company. Merger Sub I was formed on July 3, 2014, for the sole purpose of effecting the second merger. In the second merger, URS will be merged with and into Merger Sub I, with Merger Sub I surviving as a limited liability company and a wholly owned subsidiary of AECOM.

        The principal executive offices of Merger Sub I are located at 555 South Flower Street, Suite 3700, Los Angeles, California 90071, and its telephone number is (213) 593-8000.

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THE AECOM SPECIAL MEETING

        This joint proxy statement/prospectus is being provided to the stockholders of AECOM as part of a solicitation of proxies by the AECOM Board of Directors for use at the AECOM special meeting to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement thereof. This joint proxy statement/prospectus and the documents incorporated herein by reference provide stockholders of AECOM with the information they need to know to be able to vote or instruct their vote to be cast at the AECOM special meeting.


Date, Time and Place

        The AECOM special meeting will be held at [    •    ], on [    •    ], 2014, at [    •    ].


Purpose of the AECOM Special Meeting

        At the AECOM special meeting, AECOM stockholders will be asked to consider and vote on:

        Completion of the merger is conditioned on, among other things, approval of the stock issuance proposal.


Recommendation of the Board of Directors of AECOM

        The AECOM Board of Directors has unanimously approved the merger agreement and has determined that the merger agreement and the transactions contemplated thereby, including the merger and the stock issuance, are advisable and in the best interests of AECOM and its stockholders.

        The AECOM Board of Directors unanimously recommends that the AECOM stockholders vote "FOR" the stock issuance proposal and "FOR" the AECOM adjournment proposal.


AECOM Record Date; Stockholders Entitled to Vote

        Only holders of record of AECOM common stock at the close of business on [    •    ], 2014, the record date for the AECOM special meeting, are entitled to notice of, and to vote at, the AECOM special meeting or any adjournments thereof. At the close of business on the AECOM record date, [    •    ] shares of AECOM common stock were issued and outstanding, approximately [    •    ]% of which were held by AECOM's directors and executive officers and their affiliates. A list of stockholders of AECOM will be available for review for any purpose germane to the AECOM special meeting at AECOM's headquarters, at 555 South Flower Street, Suite 3700, Los Angeles, California 90071, during regular business hours for a period of 10 days before the AECOM special meeting. The list will also be available at the AECOM special meeting during the whole time thereof for examination by any stockholder of record present at the AECOM special meeting.


Voting by AECOM's Directors and Executive Officers

        At the close of business on the AECOM record date, directors and executive officers of AECOM and their affiliates were entitled to vote [    •    ] shares of AECOM common stock, or approximately [    •    ]% of the shares of AECOM common stock outstanding on that date. We currently expect that AECOM's directors and executive officers will vote their shares in favor of each of the proposals to be considered and voted upon at the AECOM special meeting, although no director or executive officer has entered into any agreement obligating him or her to do so.

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Quorum

        In order to transact business at the AECOM special meeting, a quorum is required. Stockholders who hold a majority of the AECOM common stock outstanding on the record date and who are entitled to vote must be present in person or represented by proxy to constitute a quorum at the AECOM special meeting. The AECOM stockholders, by a majority vote at the meeting by the holders of AECOM common stock entitled to vote and present in person or represented by proxy at the AECOM special meeting, whether or not a quorum is present, may adjourn the meeting to another time or place without further notice unless the adjournment is for more than 30 days or, if after the adjournment, a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting.

        Failures to vote will not be included in the calculation of the number of shares of AECOM common stock represented at the AECOM special meeting for purposes of determining whether a quorum has been achieved. Abstentions will be included in the calculation of the number of shares of AECOM common stock represented at the AECOM special meeting for purposes of determining whether a quorum has been achieved. Under NYSE rules, if brokers do not have discretion to vote on any of the proposals at a stockholders' meeting, broker non-votes will not count toward the calculation of a quorum. As each of the proposals to be voted on at the special meeting are considered "non-routine" under NYSE rules, brokers do not have discretion to vote on such proposals and, as such, broker non-votes will not be included in the calculation of the number of shares represented at the AECOM special meeting for purposes of determining whether a quorum has been achieved.


Required Vote

        The approval of the stock issuance proposal requires the affirmative vote of holders of a majority of the shares of AECOM common stock, present in person or represented by proxy, at the AECOM special meeting and entitled to vote on the proposal, assuming a quorum is present. Approval of the AECOM adjournment proposal requires the affirmative vote of the holders of a majority of the shares of AECOM common stock entitled to vote and present in person or represented by proxy at the AECOM special meeting, whether or not a quorum is present. Approval of the AECOM adjournment proposal is not a condition to completion of the merger.


Failures to Vote, Broker Non-Votes and Abstentions

        Under the rules of the NYSE, banks, brokerage firms or other nominees holding shares of record may vote those shares in their discretion on certain routine proposals when they do not receive timely voting instructions from the beneficial holders. A "broker non-vote" occurs under these NYSE rules when a bank, brokerage firm or other nominee holding shares of record is not permitted to vote on a non-routine matter without instructions from the beneficial owner of the shares and no instruction is given.

        In accordance with these NYSE rules, banks, brokers and other nominees who hold shares of AECOM common stock in "street name" for their customers, but do not have discretionary authority to vote the shares, may not exercise their voting discretion with respect to the approval of the stock issuance proposal or the AECOM adjournment proposal. Accordingly, if banks, brokers or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to the stock issuance proposal or the AECOM adjournment proposal. For shares of AECOM common stock held in "street name," only shares of AECOM common stock affirmatively voted "FOR" the stock issuance proposal and the AECOM adjournment proposal will be counted as affirmative votes therefor.

        Abstentions will have the same effect as a vote "AGAINST" the stock issuance and "AGAINST" the AECOM adjournment proposal. Failures to vote and broker non-votes, if any, will have no effect

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on the approval of the stock issuance proposal, assuming a quorum is present, or on the AECOM adjournment proposal.


Voting at the AECOM Special Meeting

        Whether or not you plan to attend the AECOM special meeting, please submit a proxy for your shares. If you are a registered or "record" holder, you may vote in person at the AECOM special meeting or by proxy. If your shares are held in "street name," which means your shares are held of record in an account with a bank, brokerage firm or other nominee, you must follow the instructions from your bank, brokerage firm or other nominee in order to vote.


Voting in Person

        If you plan to attend the AECOM special meeting and wish to vote in person, you will be given a ballot at the AECOM special meeting. Please note, however, that if your shares are held in "street name," and you wish to vote at the AECOM special meeting, you must bring to the AECOM special meeting a proxy executed in your favor from the record holder (your bank, brokerage firm or other nominee) of the shares authorizing you to vote at the AECOM special meeting.

        In addition, if you are a registered or "record" AECOM stockholder, please be prepared to provide proper identification, such as a driver's license, in order to be admitted to the AECOM special meeting. If you hold your shares in "street name," you will need to provide proof of ownership, such as a recent account statement or letter from your bank, brokerage firm or other nominee, along with proper identification.


Voting by Proxy

        If you are a holder of record, a proxy card is enclosed for your use. AECOM requests that you submit a proxy by:

        You should submit your proxy in advance of the AECOM special meeting even if you plan to attend the AECOM special meeting. You can always change your vote at the AECOM special meeting.

        If you hold your shares of AECOM common stock in a stock brokerage account or if your shares are held by a bank or other nominee (that is, in street name), you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank, brokerage firm or other nominee. Please note that you may not vote shares of AECOM common stock held in street name by returning a proxy card directly to AECOM or by voting in person at the AECOM special meeting unless you have a "legal proxy," which you must obtain from your bank, brokerage firm or other nominee. Further, brokers who hold shares of AECOM common stock on behalf of their customers may not give a proxy to AECOM to vote those shares without specific instructions from their customers.

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        If you are an AECOM stockholder and you do not instruct your bank, brokerage firm or other nominee on how to vote your shares your bank, brokerage firm or other nominee, as applicable, may not vote your shares on any of the proposals to be considered and voted upon at the AECOM special meeting as all such matters are deemed "non-routine" matters pursuant to applicable NYSE rules.

        If a proxy is returned without an indication as to how the AECOM shares represented are to be voted with regard to a particular proposal, the shares of AECOM common stock represented by the proxy will be voted in accordance with the recommendation of the AECOM Board of Directors and, therefore, "FOR" the stock issuance proposal and "FOR" the AECOM adjournment proposal. As of the date hereof, management has no knowledge of any business that will be presented for consideration at the AECOM special meeting and which would be required to be set forth in this joint proxy statement/prospectus or the related proxy card other than the matters set forth in AECOM's notice of special meeting. If any other matter is properly presented at the AECOM special meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.

        Your vote is important. Accordingly, please sign, date and return the enclosed proxy card whether or not you plan to attend the AECOM special meeting in person.


How Proxies Are Counted

        All shares of AECOM common stock represented by properly executed proxies received in time for the AECOM special meeting will be voted at the meeting in the manner specified by the stockholders giving those proxies. Properly executed proxies that do not contain voting instructions will be voted "FOR" the stock issuance proposal and the AECOM adjournment proposal.

        Only shares of AECOM common stock affirmatively voted for the applicable proposal, and properly executed proxies that do not contain voting instructions, will be counted as favorable votes for approval of the stock issuance proposal and the AECOM adjournment proposal. Abstentions will have the same effect as a vote "AGAINST" the stock issuance proposal and "AGAINST" the AECOM adjournment proposal. Failures to vote and broker non-votes, if any, will have no effect on the approval of the stock issuance proposal, assuming a quorum is present, or the AECOM adjournment proposal.


Revocation of Proxies

        If you are the record holder of shares of AECOM common stock, you can change or revoke your proxy at any time before your proxy is voted at the AECOM special meeting. You can do this by:

        A registered AECOM stockholder may revoke a proxy by any of these methods, regardless of the method used to deliver the AECOM stockholder's previous proxy.

        Written notices of revocation and other communications with respect to the revocation of proxies should be addressed as follows:

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        If your shares are held in street name by your broker, bank or nominee, you should contact your broker, bank or nominee to change your vote.


Solicitation of Proxies

        AECOM is soliciting proxies for the AECOM special meeting. In accordance with the merger agreement, AECOM and URS will share equally all fees and expenses in relation to the printing, filing and mailing of this joint proxy statement/prospectus. AECOM will pay all of its other costs of soliciting proxies. In addition to solicitation by use of mails, proxies may be solicited by AECOM directors, officers and employees in person or by telephone or other means of communication. These individuals will not be additionally compensated, but may be reimbursed for out-of-pocket expenses associated with this solicitation.

        AECOM has engaged Georgeson Inc. to assist in the solicitation of proxies for the AECOM special meeting. AECOM estimates that it will pay Georgeson Inc. a fee of approximately $[    •    ]. AECOM will also reimburse Georgeson Inc. for reasonable out-of-pocket expenses and will indemnify Georgeson Inc. and its affiliates against certain claims, liabilities, losses, damages and expenses. AECOM will make arrangements with brokerage houses, custodians, nominees and fiduciaries to forward proxy solicitation materials to beneficial owners of shares held of record by them. AECOM will also reimburse these brokerage houses, custodians, nominees and fiduciaries for their reasonable expenses incurred in forwarding the proxy materials.


Adjournments or Postponements

        Any adjournment of the AECOM special meeting may be made from time to time by the AECOM stockholders, by the affirmative vote of the holders of a majority of the shares of AECOM common stock entitled to vote and present in person or represented by proxy, whether or not a quorum is present, without further notice other than by an announcement made at the AECOM special meeting. If a quorum is not present at the AECOM special meeting, or if a quorum is present at the AECOM special meeting but there are not sufficient votes at the time of the AECOM special meeting to approve the stock issuance, then AECOM stockholders may be asked to vote to adjourn the AECOM special meeting so as to permit the further solicitation of proxies.

        Under the merger agreement, AECOM may, without the prior written consent of URS, postpone or adjourn its special meeting to a date that is no later than 10 business days after [    •    ], 2014 (but prior to the date that is two business days prior to the end date) if (i) as of [    •    ], 2014, there are insufficient shares of AECOM common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the AECOM special meeting, (ii) after consultation with URS, if the failure to adjourn or postpone the AECOM special meeting would reasonably be expected to be a violation of applicable law for the distribution of any required supplement or amendment to this joint proxy statement/prospectus, (iii) after consultation with URS, to solicit additional proxies if necessary to obtain the approval of the stock issuance proposal or (iv) AECOM has delivered to URS a bona fide written notice of its intention to make an adverse recommendation change or terminate the merger agreement in response to a superior proposal. In addition, URS may require AECOM to adjourn, delay or postpone the AECOM special meeting once for a period not to exceed 30 calendar days after [    •    ], 2014 (but prior to the date that is two business days prior to the end date) to solicit additional proxies necessary to obtain approval of the stock issuance proposal.

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AECOM PROPOSALS

AECOM Proposal 1: Approval of the Stock Issuance Proposal

        The AECOM Board of Directors proposes the AECOM stockholders approve the issuance of the shares of AECOM common stock to URS stockholders and holders of URS election award shares, as required by NYSE rules, in connection with the merger and as contemplated by the merger agreement, also referred to herein as the stock issuance proposal. The merger agreement provides that, as a condition to the closing of the merger, that the AECOM shares to be issued to URS stockholders and holders of URS election award shares be authorized for listing on the NYSE, subject to official notice of issuance. NYSE listing policies require prior stockholder approval of issuances of common stock which would constitute more than 20% of the outstanding shares of common stock on a post-transaction basis. URS stockholders, together with holders of URS election award shares and URS roll-over award shares, are expected to collectively own approximately 34% of the outstanding shares of AECOM common stock, on a fully diluted basis, after giving effect to the merger. In the event that the AECOM stockholders approve the stock issuance proposal, but URS stockholders do not approve the proposal to adopt the merger agreement, the stock issuance will not occur and the merger will not be consummated.

Required Vote

        The approval of the stock issuance proposal requires the affirmative vote of the holders of a majority of shares entitled to vote on the proposal and present in person or represented by proxy at the AECOM special meeting, assuming a quorum is present. For purposes of this vote, an abstention will have the same effect as a vote "AGAINST" the proposal, and a failure to vote or broker non-vote will have no effect on the proposal.

        The AECOM Board of Directors unanimously recommends that AECOM stockholders vote "FOR" approval of the stock issuance proposal.

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AECOM Proposal 2: Adjournment of the AECOM Special Meeting

        AECOM stockholders are being asked to adjourn the AECOM special meeting, if necessary or appropriate, to solicit additional proxies to approve the stock issuance proposal if there are insufficient votes at the time of such adjournment to approve such proposal.

        If, at the AECOM special meeting, there is an insufficient number of shares of AECOM common stock present in person or represented by proxy and voting in favor of the stock issuance proposal, AECOM may move to adjourn the AECOM special meeting, subject to the terms and conditions of the merger agreement, in order to enable the AECOM Board of Directors to solicit additional proxies for approval of such proposal.

        AECOM is asking its stockholders to authorize the holder of any proxy solicited by the AECOM Board of Directors to vote in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the AECOM special meeting to another time and place for the purpose of soliciting additional proxies. If the AECOM stockholders approve this proposal, AECOM could adjourn the AECOM special meeting and any adjourned session of the AECOM special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from AECOM stockholders who have previously voted. If the adjournment is for more than 30 days or, if after the adjournment, a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting.

Required Vote

        The approval of the AECOM adjournment proposal requires the affirmative vote of the holders of a majority of the shares of AECOM common stock entitled to vote and present in person or represented by proxy, whether or not a quorum is present. For the purposes of this vote, an abstention will have the same effect as a vote "AGAINST" the proposal, and a failure to vote or broker non-vote will have no effect on the proposal.

        The AECOM Board of Directors unanimously recommends that AECOM stockholders vote "FOR" the AECOM adjournment proposal.

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THE URS SPECIAL MEETING

        This joint proxy statement/prospectus is being provided to the stockholders of URS as part of a solicitation of proxies by the URS Board of Directors for use at the URS special meeting to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement thereof. This joint proxy statement/prospectus and the documents incorporated herein by reference provide stockholders of URS with the information they need to know to be able to vote or instruct their vote to be cast at the URS special meeting.


Date, Time and Place

        The URS special meeting will be held at [    •    ], on [    •    ], 2014, at [    •    ].


Purpose of the URS Special Meeting

        At the URS special meeting, URS stockholders will be asked to consider and vote on:

        Completion of the merger is conditioned on, among other things, adoption of the merger agreement.


Recommendation of the Board of Directors of URS

        The URS Board of Directors has unanimously approved and adopted the merger agreement and has determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of URS and its stockholders.

        The URS Board of Directors unanimously recommends that the URS stockholders vote "FOR" the adoption of the merger agreement, "FOR" the URS adjournment proposal and "FOR" the golden parachute proposal.


URS Record Date; Stockholders Entitled to Vote

        Only holders of record of URS common stock at the close of business on [    •    ], 2014, the URS record date, are entitled to notice of, and to vote at, the URS special meeting or any adjournments thereof.

        At the close of business on the URS record date, [    •    ] shares of URS common stock were issued and outstanding and held by [    •    ] holders of record. Holders of record of URS common stock on the URS record date are entitled to one vote per share at the URS special meeting on each proposal. A list of stockholders of URS will be available for review for any purpose germane to the URS special meeting at URS's headquarters, at 600 Montgomery Street, 26th Floor, San Francisco, California 94111, during regular business hours for a period of ten days before the URS special meeting. The list will also be available at the URS special meeting during the whole time thereof for examination by any stockholder of record present at the URS special meeting.


Voting by URS's Directors and Executive Officers

        At the close of business on the URS record date, directors and executive officers of URS and their affiliates were entitled to vote [    •    ] shares of URS common stock, or approximately [    •    ]% of the shares of URS common stock outstanding on that date, which represents approximately [    •    ]% of the votes required for the adoption of the merger agreement. We currently expect that URS's directors

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and executive officers will vote their shares in favor of each of the proposals to be considered and voted upon at the URS special meeting, although none of them has entered into any agreement obligating them to do so.


Quorum

        No business may be transacted at the URS special meeting unless a quorum is present. Attendance in person or by proxy at the URS special meeting of holders of record of a majority of the outstanding shares of URS common stock entitled to vote at the meeting will constitute a quorum. If a quorum is not present, or if fewer shares of URS common stock are voted in favor of the proposal to adopt the merger agreement than the number required for its adoption, the URS special meeting may be adjourned to allow additional time for obtaining additional proxies or votes. At any subsequent reconvening of the URS special meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the URS special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the subsequent meeting.

        Failures to vote will not be included in the calculation of the number of shares of URS common stock represented at the URS special meeting for purposes of determining whether a quorum has been achieved. Abstentions will be included in the calculation of the number of shares of URS common stock represented at the URS special meeting for purposes of determining whether a quorum has been achieved. Under NYSE rules, if brokers do not have discretion to vote on any of the proposals at a stockholders' meeting, broker non-votes will not count toward the calculation of a quorum. As each of the proposals to be voted on at the URS special meeting is considered "non-routine" under NYSE rules, brokers do not have discretion to vote on such proposals and as such, broker non-votes will not be included in the calculation of the number of shares of URS common stock represented at the URS special meeting for purposes of determining whether a quorum has been achieved.


Required Vote

        The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of URS common stock as of the record date for the URS special meeting. Failures to vote, votes to abstain and broker non-votes, if any, will have the effect of a vote "AGAINST" the proposal.

        The approval of the URS adjournment proposal requires the affirmative vote of the holders of a majority of the shares of URS common stock entitled to vote and present in person or represented by proxy at the URS special meeting, whether or not a quorum is present. Abstaining will have the same effect as a vote "AGAINST" the proposal. Failures to vote and broker non-votes, if any, will not be voted, but this will not have an effect on the URS adjournment proposal.

        The approval of the golden parachute proposal requires the affirmative vote of the holders of a majority of the shares of URS common stock present in person or represented by proxy and entitled to vote thereon at the URS special meeting, assuming a quorum is present. Abstentions will have the effect of a vote "AGAINST" the proposal. Failures to vote and broker non-votes, if any, will not be voted, but this will not have an effect on the proposal, assuming a quorum is present.


Failures to Vote, Broker Non-Votes and Abstentions

        Under the rules of the NYSE, banks, brokerage firms or other nominees holding shares of record may vote those shares in their discretion on certain routine proposals when they do not receive timely voting instructions from the beneficial holders. A "broker non-vote" occurs under these NYSE rules when a bank, brokerage firm or other nominee holding shares of record is not permitted to vote on a non-routine matter without instructions from the beneficial owner of the shares and no instruction is given.

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        In accordance with these NYSE rules, banks, brokers and other nominees who hold shares of URS common stock in "street name" for their customers, but do not have discretionary authority to vote the shares, may not exercise their voting discretion with respect to the adoption of the merger agreement, the URS adjournment proposal or the golden parachute proposal. Accordingly, if banks, brokers or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to the adoption of the merger agreement, the URS adjournment proposal or the golden parachute proposal. For shares of URS common stock held in "street name," only shares of URS common stock affirmatively voted "FOR" the adoption of the merger agreement, the URS adjournment proposal and the golden parachute proposal will be counted as affirmative votes therefor.

        Abstentions, failures to vote and broker non-votes, if any, will have the same effect as a vote "AGAINST" the adoption of the merger agreement. Abstentions will have the same effect as a vote "AGAINST" the URS adjournment proposal. Failures to vote and broker non-votes, if any, will have no effect on the approval of the URS adjournment proposal. Abstentions will have the same effect as a vote "AGAINST" the golden parachute proposal. Failures to vote and broker non-votes, if any, will not have an effect on the golden parachute proposal, assuming a quorum is present.


Voting at the URS Special Meeting

        Whether or not you plan to attend the URS special meeting, please submit a proxy for your shares. If you are a registered or "record" holder, which means your shares are registered in your name with [    •    ], URS's transfer agent and registrar, you may vote in person at the URS special meeting or by proxy. If your shares are held in "street name," which means your shares are held of record in an account with a bank, brokerage firm or other nominee, you must follow the instructions from your bank, brokerage firm or other nominee in order to vote.


Voting in Person

        If you plan to attend the URS special meeting and wish to vote in person, you will be given a ballot at the URS special meeting. Please note, however, that if your shares are held in "street name," and you wish to vote at the URS special meeting, you must bring to the URS special meeting a proxy executed in your favor from the record holder (your bank, brokerage firm or other nominee) of the shares authorizing you to vote at the URS special meeting.

        In addition, if you are a registered URS stockholder, please be prepared to provide proper identification, such as a driver's license, in order to be admitted to the URS special meeting. If you hold your shares in "street name," you will need to provide proof of ownership, such as a recent account statement or letter from your bank, brokerage firm or other nominee, along with proper identification.


Voting by Proxy

        If you are a holder of record, a proxy card is enclosed for your use. URS requests that you submit a proxy by:

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        You should submit your proxy in advance of the URS special meeting even if you plan to attend the URS special meeting. You can always change your vote at the URS special meeting.

        If you hold your shares of URS common stock in a stock brokerage account or if your shares are held by a bank or other nominee (that is, in street name), you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank, brokerage firm or other nominee. Please note that you may not vote shares of URS common stock held in street name by returning a proxy card directly to URS or by voting in person at the URS special meeting unless you have a "legal proxy," which you must obtain from your bank, brokerage firm or other nominee. Further, brokers who hold shares of URS common stock on behalf of their customers may not give a proxy to URS to vote those shares without specific instructions from their customers.

        If you are a URS stockholder and you do not instruct your bank, brokerage firm or other nominee on how to vote your shares, your bank, brokerage firm broker or other nominee, as applicable, may not vote your shares on any of the proposals to be considered and voted upon at the URS special meeting as all such matters are deemed "non-routine" matters pursuant to applicable NYSE rules.

        If a proxy is returned without an indication as to how the shares of URS common stock represented are to be voted with regard to a particular proposal, the shares of URS common stock represented by the proxy will be voted in accordance with the recommendation of the URS Board of Directors and, therefore, "FOR" each of the proposals to be considered and voted upon at the URS special meeting. As of the date hereof, management has no knowledge of any business that will be presented for consideration at the URS special meeting and that would be required to be set forth in this joint proxy statement/prospectus or the related proxy card other than the matters set forth in URS's Notice of Special Meeting of Stockholders. If any other matter is properly presented at the URS special meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.

        Your vote is important. Accordingly, please sign, date and return the enclosed proxy card whether or not you plan to attend the URS special meeting in person.


How Proxies Are Counted

        All shares of URS common stock represented by properly executed proxies received in time for the URS special meeting will be voted at the meeting in the manner specified by the stockholders giving those proxies. Properly executed proxies that do not contain voting instructions will be voted "FOR" the adoption of the merger agreement, the URS adjournment proposal and the golden parachute proposal.

        Only shares of URS common stock affirmatively voted for the applicable proposal, and properly executed proxies that do not contain voting instructions, will be counted as favorable votes for adoption of the merger agreement, the URS adjournment proposal and the golden parachute proposal. Abstentions, failures to vote and broker non-votes, if any, will have the same effect as votes "AGAINST" the adoption of the merger agreement. Abstentions will have the same effect as a vote "AGAINST" the URS adjournment proposal. Failures to vote and broker non-votes, if any, will have no effect on the approval of the URS adjournment proposal. Abstentions will have the same effect as a vote "AGAINST" the golden parachute proposal. Failures to vote and broker non-votes, if any, will not

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be voted, but this will not have an effect on the golden parachute proposal, assuming a quorum is present.


Revocation of Proxies

        If you are the record holder of shares of URS common stock, you can change or revoke your proxy at any time before your proxy is voted at the URS special meeting. You can do this by:

        A registered URS stockholder may revoke a proxy by any of these methods, regardless of the method used to deliver the URS stockholder's previous proxy.

        Written notices of revocation and other communications with respect to the revocation of proxies should be addressed as follows:

        If your shares are held in street name by your broker, bank or nominee, you should contact your broker, bank or nominee to change your vote.


Solicitation of Proxies

        URS is soliciting proxies for the URS special meeting from its stockholders. In accordance with the merger agreement, URS and AECOM will share equally all fees and expenses in relation to the printing, filing and mailing of this joint proxy statement/prospectus. URS will pay all of its other costs of soliciting proxies. In addition to solicitation by use of the mails, proxies may be solicited by URS's directors, officers and employees in person or by telephone or other means of communication. These persons will not receive additional compensation, but may be reimbursed for reasonable out-of-pocket expenses in connection with this solicitation.

        URS has engaged D.F. King & Co. to assist in the solicitation of proxies for the URS special meeting. URS estimates that it will pay D.F. King & Co. a fee of approximately $[    •    ] for proxy solicitation services. URS will also reimburse D.F. King & Co. for reasonable out-of-pocket expenses and will indemnify D.F. King & Co. and its affiliates against certain claims, liabilities, losses, damages and expenses. URS will make arrangements with brokerage houses, custodians, nominees and fiduciaries to forward proxy solicitation materials to beneficial owners of shares of URS common stock held of record by them. URS will also reimburse these brokerage houses, custodians, nominees and fiduciaries for their reasonable expenses incurred in forwarding the proxy materials.


Adjournments or Postponements

        Any adjournment of the URS special meeting may be made from time to time by the URS stockholders, by the affirmative vote of the holders of a majority of shares of URS common stock entitled to vote and present in person or represented by proxy, whether or not a quorum is present,

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without further notice other than by an announcement made at the URS special meeting. If a quorum is not present at the URS special meeting, or if a quorum is present at the URS special meeting but there are not sufficient votes at the time of the URS special meeting to approve the adoption of the merger agreement, then URS stockholders may be asked to vote to adjourn the URS special meeting so as to permit the further solicitation of proxies.

        Under the merger agreement, URS may, without the prior written consent of AECOM, postpone or adjourn its special meeting to a date that is no later than 10 business days after [    •    ], 2014 (but prior to the date that is two business days prior to the end date) if (i) as of [    •    ], 2014, there are insufficient shares of URS common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the URS special meeting, (ii) after consultation with AECOM, if the failure to adjourn or postpone the URS special meeting would reasonably be expected to be a violation of applicable law for the distribution of any required supplement or amendment to this joint proxy statement/prospectus, (iii) after consultation with AECOM, to solicit additional proxies if necessary to obtain the approval of the proposal to adopt the merger agreement or (iv) URS has delivered to AECOM a bona fide written notice of its intention to make an adverse recommendation change or terminate the merger agreement in response to a superior proposal. In addition, AECOM may require URS to adjourn, delay or postpone the URS special meeting once for a period not to exceed 30 calendar days after [    •    ], 2014 (but prior to the date that is two business days prior to the end date) to solicit additional proxies necessary to obtain approval of the proposal to adopt the merger agreement.

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URS PROPOSALS

URS Proposal 1: Adoption of the Merger Agreement

        URS is asking its stockholders to adopt the merger agreement. For a detailed discussion of the terms and conditions of the merger agreement, see "The Merger Agreement." As discussed in the section entitled "The Merger—URS's Reasons for the Merger; Recommendation of the URS Board of Directors," after careful consideration, the URS Board of Directors unanimously approved and adopted the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of URS and the URS stockholders.

Required Vote

        The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of URS common stock entitled to vote thereon. Failures to vote, votes to abstain and broker non-votes, if any, will have the effect of a vote "AGAINST" the proposal.

        The URS Board of Directors unanimously recommends that URS stockholders vote "FOR" the adoption of the merger agreement.

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URS Proposal 2: Adjournment of the URS Special Meeting

        URS stockholders are being asked to adjourn the URS special meeting, if necessary or appropriate, to solicit additional proxies in favor of the adoption of the merger agreement if there are insufficient votes at the time of such adjournment to approve such proposal.

        If, at the URS special meeting, there are an insufficient number of shares of URS common stock present in person or represented by proxy and voting in favor of the adoption of the merger agreement, URS may move to adjourn the URS special meeting, subject to the terms and conditions of the merger agreement, in order to enable the URS Board of Directors to solicit additional proxies for approval of such proposal.

        URS is asking its stockholders to authorize the holder of any proxy solicited by the URS Board of Directors to vote in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the URS special meeting to another time and place for the purpose of soliciting additional proxies. If the URS stockholders approve this proposal, URS could adjourn the URS special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from URS stockholders who have previously voted. If the adjournment is for more than 30 days or, if after the adjournment, a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting.

Required Vote

        The approval of the URS adjournment proposal requires the affirmative vote of the holders of a majority of the shares of URS common stock entitled to vote and present in person or represented by proxy, whether or not a quorum is present. Abstaining will have the same effect as a vote "AGAINST" the proposal. Failures to vote and broker non-votes, if any, will not be voted, but this will not have an effect on the URS adjournment proposal.

        The URS Board of Directors unanimously recommends that URS stockholders vote "FOR" the URS adjournment proposal.

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URS Proposal 3: Approval of Golden Parachute Compensation

        Section 14A of the Exchange Act requires that URS provide its stockholders with the opportunity to vote to approve, on an advisory (nonbinding) basis, the "golden parachute" compensation arrangements for URS's named executive officers, as disclosed in the section entitled "The Merger—Interests of URS's Directors and Executive Officers in the Merger—Golden Parachute Compensation."

        In accordance with Section 14A of the Exchange Act, in this proposal URS stockholders are being asked to approve the following nonbinding resolution at the URS special meeting:

        Approval of this proposal is not a condition to completion of the merger, and the vote with respect to this proposal is advisory only. Accordingly, the vote will not be binding on URS or AECOM, or the Board of Directors or the compensation committee of URS or AECOM. Because URS or AECOM will be contractually obligated to pay the "golden parachute" compensation, if the merger agreement is adopted and the merger is completed, the "golden parachute" compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the advisory vote.

Required Vote

        The approval of the golden parachute proposal requires the affirmative vote of the holders of a majority of the shares of URS common stock present in person or represented by proxy and entitled to vote thereon at the URS special meeting, assuming a quorum is present. Abstentions will have the effect of a vote "AGAINST" the proposal. Failures to vote and broker non-votes, if any, will not be voted, but this will not have an effect on the proposal, assuming a quorum is present.

        The URS Board of Directors unanimously recommends that URS stockholders vote "FOR" the golden parachute proposal.

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THE MERGER

        The following is a discussion of the merger and the material terms of the merger agreement between AECOM and URS. You are urged to read the merger agreement carefully and in its entirety, a copy of which is attached as Annex A to this joint proxy statement/prospectus and incorporated by reference herein.


Effects of the Merger

        Subject to the terms and conditions of the merger agreement, at the effective time of the merger, Merger Sub will be merged with and into URS, with URS surviving the merger as a wholly owned subsidiary of AECOM. At the effective time of the second merger, which will be immediately following the merger, and as part of a single integrated transaction with the merger, URS will be merged with and into Merger Sub I, with Merger Sub I surviving the merger as a limited liability company and a wholly owned subsidiary of AECOM.

        In the merger, each outstanding share of URS common stock (other than URS roll-over award shares and URS election award shares, which will be treated as provided under "The Merger Agreement—Treatment of URS Equity Awards" below, and other than shares held in treasury by the Company or owned, directly or indirectly, by AECOM, Merger Sub or any of their respective subsidiaries, which shares will be cancelled) will be converted into the right to receive the merger consideration consisting of either cash or shares of AECOM common stock which the holder of such share has validly elected to receive (subject to proration if the aggregate cash consideration available in the merger is oversubscribed or undersubscribed). If the aggregate consideration to be paid to any holder of URS common stock would result in such holder receiving a fractional share of AECOM common stock, cash will be paid in lieu of such fractional share. AECOM stockholders will continue to hold their existing shares of AECOM common stock.


Background of the Merger

        The URS Board of Directors and management team regularly review and assess URS's business strategies and objectives, and the URS Board of Directors regularly reviews and discusses URS's performance, risks and opportunities, all with the goal of enhancing stockholder value. The URS Board of Directors and management team regularly review and evaluate pursuing various strategic alternatives as part of these ongoing efforts, taking into account expected economic, competitive and other market conditions. These strategic alternatives include the continued operation of URS as an independent standalone company, a recapitalization of URS combined with a return of capital to its stockholders, acquiring new businesses to complement or expand existing URS businesses, the divestiture of one or more of URS's businesses, forming joint ventures or entering into formal alliances with respect to one or more of URS's businesses and the sale of URS. The URS Board of Directors and management team utilize both internal resources and external advisors in these reviews and evaluations.

        In this regard, from time to time, representatives of URS have been approached by representatives of other companies regarding possible transactions with URS. URS also has considered strategic alternatives that involve URS acquiring other companies or making other strategic acquisitions to enhance its mix of businesses, including the acquisitions by URS of Flint Energy Services Ltd., Apptis Holdings, Inc. and Scott Wilson Group plc in May 2012, June 2011 and September 2010, respectively.

        In 2012 and 2013, URS's senior management and representatives of DBO Partners, URS's financial advisor, held a number of informal, preliminary conversations with representatives of several private equity firms regarding the possible acquisition of URS. In each case, URS believed, based on these conversations, that the private equity firms were not interested in, or capable of, offering a price at which URS would be interested in a transaction. In addition, during recent years, URS had informal discussions with many potential strategic acquirors, none of which expressed interest in a transaction with URS. During 2013, in executive sessions, the URS Board of Directors and Martin M. Koffel,

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URS's President, Chief Executive Officer and Chairman of the Board, met with outside consultants to identify and evaluate the skills and capabilities of potential internal succession candidates to succeed Mr. Koffel as URS's Chief Executive Officer. As a result of this process, the URS Board of Directors developed and approved a Chief Executive Officer-succession plan in 2013, and, on May 28, 2013, the URS Board of Directors appointed William J. (Bill) Lingard as Chief Operating Officer of URS, H. Thomas Hicks as Executive Vice President of URS and Wayne Shaw as the President of URS's Oil & Gas division.

        On August 6, 2013, URS reported its financial results for the second quarter of its 2013 fiscal year, which missed consensus Wall Street earnings per share ("EPS") expectations by approximately 5% and consensus Wall Street revenue expectations by approximately 3%. The next week, on August 14, 2013, JANA Partners LLC ("JANA") filed a Schedule 13F, disclosing beneficial ownership of 6.4% of URS's outstanding common stock.

        On September 12, 2013, URS announced that its Board of Directors had approved new capital allocation priorities for 2014 and 2015, including returning at least $500 million to URS stockholders in the form of share repurchases and dividends by the end of the 2015 fiscal year. In addition, the URS Board of Directors appointed Mr. Lingard as President of URS, effective October 1, 2013, and announced that each of URS's four divisions would report to Mr. Lingard directly. Mr. Lingard assumed that position from Mr. Koffel, who continued as URS's Chief Executive Officer and Chairman of the Board.

        On November 5, 2013, URS reported its financial results for the third quarter of its 2013 fiscal year, which missed consensus Wall Street revenue expectations by approximately 7%. URS announced that it was lowering its 2013 fiscal year EPS guidance by approximately 5% (at the midpoint of guidance). The next week, on November 14, 2013, JANA filed a Schedule 13F, disclosing that it had increased its beneficial ownership from 6.4% to 9.9% of URS's outstanding common stock.

        On January 17, 2014, based on its recent underperformance, URS requested that DBO Partners review and assess strategic alternatives that would be reasonably available to URS.

        On February 12, 2014, URS announced preliminary results for its 2013 fiscal year, which missed URS's revised EPS guidance for the year by approximately 22%. URS also offered a preliminary outlook on its 2014 fiscal year, with the midpoint of guidance on EPS that was approximately 22% below consensus Wall Street estimates. URS announced that it was "extremely disappointed" with its fourth quarter financial performance and explained that execution issues in its Oil & Gas division, which were identified during a review of the fourth quarter of 2013, led to a significant deterioration in earnings. URS also disclosed that Mr. Lingard had resigned as President and Chief Operating Officer of URS, effective February 10, 2014. Simultaneously, URS announced that it was accelerating its previously declared share repurchase program, and that it was now expecting to spend approximately $350 million on stock repurchases in its 2014 fiscal year.

        AECOM pursues growth via acquisitions, and regularly reviews potential acquisitions. On or around February 13, 2014, AECOM began discussions with BofA Merrill Lynch, one of AECOM's long-standing financial advisors regarding a potential acquisition of URS and requested BofA Merrill Lynch's assistance in AECOM's review of URS as a potential acquisition target.

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        On February 14, 2014, JANA filed a Schedule 13F and Schedule 13G amendment disclosing beneficial ownership of 9.6% of URS's outstanding common stock, and on February 18, 2014, representatives of JANA sent a letter to URS requesting a nominee questionnaire and nominee representation and agreement from URS. On February 20, 2014, the URS Board of Directors met telephonically to discuss developments with JANA. At such meeting, to allow time for constructive discussions with JANA, the URS Board of Directors approved an amendment to the Bylaws of URS that extended from February 22, 2014 to March 14, 2014 the deadline for stockholders to nominate directors to the URS Board of Directors at URS's 2014 annual meeting of stockholders. The members of the URS Board of Directors authorized Mr. Koffel to engage in discussions with JANA regarding a cooperation agreement to avoid a proxy contest.

        On February 27, 2014, JANA converted its Schedule 13G to a Schedule 13D, which indicated that JANA was changing from a passive to an active investor in URS. The Schedule 13D reported that JANA beneficially owned 9.7% of URS's outstanding common stock and disclosed that JANA intended to have discussions with URS's representatives regarding the composition of the URS Board of Directors, URS's management, capital structure, corporate structure and other matters impacting stockholder value creation.

        On February 28, 2014, the URS Board of Directors met telephonically and authorized Mr. Koffel to continue discussions with, and enter into a cooperation agreement with, JANA. In addition, in light of Mr. Lingard's resignation, the URS Board of Directors established a special CEO Succession Committee focused on identifying and recommending qualified candidates to succeed as URS's Chief Executive Officer. Representatives of DBO Partners discussed preliminary observations on strategic alternatives available to URS.

        On March 3, 2014, URS entered into a confidentiality agreement with JANA. Following execution of the confidentiality agreement, during March 2014, at JANA's request, representatives of JANA and URS held discussions regarding the composition of the URS Board of Directors, URS's management, capital structure, corporate structure and other matters impacting stockholder value creation. During these discussions, representatives of JANA suggested that URS consider contacting private equity firms in order to explore a potential sale of URS, and that URS should also explore strategic alternatives available to it.

        On March 4, 2014, Michael S. Burke, President and Chief Executive Officer of AECOM, contacted representatives of URS to propose an initial meeting between the companies to discuss a potential strategic combination.

        On March 6, 2014, representatives of URS's senior management and the URS Board of Directors requested that DBO Partners contact three private equity firms, Firm A, Firm B and Firm C, regarding their interest in a potential transaction with URS. These firms were identified based on their reputation and financial position (each being perceived as having sufficient capital to consummate a transaction with URS) and prior interest (each having previously expressed a preliminary interest in a transaction with URS). During March 2014, URS entered into confidentiality agreements with each of these three private equity firms, each of which included standstill restrictions on the private equity firm and restrictions on the ability of the private equity firm to request a waiver of that provision (two of these agreements provided for the expiration of the standstill in the event that URS entered into an agreement providing for its change-of-control and, with respect to the third agreement, URS has waived the standstill). Following execution of the confidentiality agreements, URS participated in a series of telephonic discussions with representatives of these private equity firms in order to discuss, among other things, transaction structure and the potential terms of a transaction.

        On March 11, 2014, at Mr. Burke's request, Mr. Koffel met with Mr. Burke. During the meeting, Mr. Burke expressed verbal interest in acquiring URS at a proposed price of $57.00 per share (consisting of 50% in cash and 50% in AECOM stock).

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        On March 13, 2014, URS and JANA entered into a cooperation agreement (the "cooperation agreement") by which URS agreed, effective as of March 27, 2014, to expand its Board of Directors from 10 to 14 members and to add Diane C. Creel, William H. Schumann, III, David N. Siegel and V. Paul Unruh (the "new directors") to fill the vacancies, as well as to include the new directors on URS's slate of director nominees for URS's 2014 annual meeting of stockholders. Pursuant to the cooperation agreement, URS agreed, among other things, to form a Value Creation Committee of the URS Board of Directors the purpose of which would be to evaluate all options for enhancing stockholder value, including conducting a strategic review of URS's business, operations and capital structure, and to add two of the new directors to such committee, in each case, as of March 27, 2014. The cooperation agreement also included additional commitments by URS, as well as standstill and other commitments by JANA. These arrangements were announced publicly by URS on March 17, 2014.

        On March 18, 2014, following up on previous discussions, AECOM sent URS a written non-binding proposal to acquire URS for $57.00 per share (consisting of 50% in cash and 50% in AECOM stock).

        Between March 24 and March 31, 2014, representatives of DBO Partners contacted representatives of Firm A, Firm B and Firm C to request that they submit written indications of interest by April 16, 2014 with respect to the terms of a possible negotiated transaction with URS.

        On March 26 and 27, 2014, the URS Board of Directors met. Pursuant to the cooperation agreement, the URS Board of Directors expanded its size by four members and appointed Diane C. Creel, William H. Schumann, III, David N. Siegel and V. Paul Unruh to fill the vacancies created by the increase in the size of the Board of Directors. The URS Board of Directors also established the Value Creation Committee, and appointed Timothy R. McLevish, Chairman, John D. Roach, William H. Schumann, III and David N. Siegel as its members. In addition, at the March 26 and 27 meetings, representatives of URS's management reported to the URS Board of Directors on URS's business drivers, market conditions, business and financial plan and capital structure. Representatives of DBO Partners reviewed strategic alternatives available to URS. The members of the URS Board of Directors discussed the various strategic alternatives, including AECOM's indication of interest. Prior to any decision made by the URS Board of Directors, URS director Lydia Kennard disclosed to the board that she is President and CEO of KDG Construction Consulting, which is currently a subcontractor to AECOM. Accordingly, she was not present at the meeting in which this transaction was considered by the board and therefore did not participate in any board decision with respect to a transaction with AECOM. Therefore, references in this joint proxy statement/prospectus to the URS Board of Directors are references to all URS directors with the exception of Ms. Kennard and references to the unanimous approval of the URS Board of Directors are references to unanimous approval, with Ms. Kennard abstaining.

        On March 27, 2014, URS made available to representatives of Firm A, Firm B and Firm C an online data room with due diligence materials regarding URS.

        On March 28, 2014, Mr. Koffel called Mr. Burke and told him that, while URS found the possible synergies offered by a potential strategic transaction with AECOM compelling, URS was requesting that AECOM increase its proposed price. On the same date, representatives of URS relayed a similar message to BofA Merrill Lynch, financial advisor to AECOM.

        On March 31, 2014, URS and AECOM entered into a mutual confidentiality agreement. Following execution of the confidentiality agreement and continuing until the execution of the merger agreement, URS's management team, together with URS's advisors, participated in a series of meetings and telephonic discussions with representatives of AECOM's management team, together with AECOM's advisors, in order to discuss, among other things, due diligence matters, transaction structure and the potential terms of a transaction.

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        Later on March 31, 2014, Mr. Koffel called Mr. Burke to further discuss the terms of a possible strategic transaction and requested that AECOM submit an enhanced proposal by April 16, 2014 based on AECOM's due diligence review of URS.

        On April 1, 2014, the Value Creation Committee met telephonically. Mr. Koffel discussed with the Value Creation Committee the steps that had been taken to date with respect to URS's strategic review process, including the status of discussions with AECOM and the three private equity firms. The members of the Value Creation Committee discussed engaging Citigroup as its financial advisor, in lieu of BofA Merrill Lynch, which was acting as financial advisor to AECOM (pursuant to the cooperation agreement, the Value Creation Committee was required to engage BofA Merrill Lynch, or if BofA Merrill Lynch were unavailable, another investment bank mutually agreeable to URS and JANA). Following further discussions of Citigroup's qualifications and previous engagements, the members of the Value Creation Committee authorized the engagement of Citigroup as financial advisor for the Value Creation Committee. The members of the Value Creation Committee authorized management and its legal and financial advisors to engage in further discussions with AECOM and the three private equity firms, as well as to continue analyzing the full range of other strategic alternatives available to URS. Representatives of Wachtell reviewed with the members of the Value Creation Committee the applicable legal standards in connection a possible transaction.

        Also on April 1, 2014, URS made available to representatives of AECOM an online data room with due diligence materials regarding URS.

        On April 3, 2014, representatives of AECOM (including Mr. Burke and Steve Kadenacy, AECOM's Chief Financial Officer), and representatives of BofA Merrill Lynch met with URS's management, Citigroup and DBO Partners to discuss URS's business. In addition, during the first week of April 2014, representatives of URS's management, Citigroup and DBO Partners met with representatives of Firm A, Firm B and Firm C to discuss URS's business.

        At the request of members of the Value Creation Committee, on April 4, 2014, URS's management prepared and provided to the members of the Value Creation Committee additional materials describing management's views on URS's financial drivers, URS's secular growth opportunities and the assumptions underlying the standalone business projections for URS that URS's management had prepared at the direction of the URS Board of Directors during February and March 2014 in connection with its strategic review process and had finalized on March 31, 2014 (the "URS "Case 1" standalone business projections"). See "—Certain URS Prospective Financial Information—URS "Case 1" Standalone Business Projections."

        In addition, at the further request of the Value Creation Committee, on April 7, 2014, URS's management provided to the members of the Value Creation Committee additional materials describing management's strategic priorities from 2013 to 2016, URS's secular growth opportunities, URS's long-term growth strategy and projection drivers by division and a historical comparison of URS's actual performance versus projected performance.

        On April 7, 2014, the Value Creation Committee met telephonically. Mr. Koffel updated the Value Creation Committee on developments since the Value Creation Committee's last meeting, including the status of discussions with AECOM and the three private equity firms. The Value Creation Committee discussed with URS's management the URS "Case 1" standalone business projections. The members of the Value Creation Committee directed URS's management to develop an alternative version of URS's "Case 1" standalone business projections (the "URS "Case 2" standalone business projections"), assuming that URS would (1) accelerate its investments into emerging markets, (2) expand further into underserved markets and geographies and (3) adjust its risk profile in markets where URS has a significant competitive advantage. See "—Certain URS Prospective Financial Information—URS "Case 2" Standalone Business Projections." The members of the Value Creation Committee authorized management and its advisors to engage in further discussions with AECOM and the three private

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equity firms, as well as to further develop URS's standalone business plans, financial model and projections. The members of the Value Creation Committee also requested that URS's management prepare additional background materials on AECOM. The members of the Value Creation Committee also authorized management and its advisors to engage in discussions with Firm D (a private equity firm). Firm D was identified by URS's management, after consultation with representatives of DBO Partners, as potentially interested based on its reputation and financial position (being perceived as having sufficient capital to consummate a transaction) and its expected interest (having a history of making large investments in the infrastructure and professional services sector).

        Following the meeting of the Value Creation Committee, on April 9, 2014, representatives of DBO Partners contacted Firm D regarding its interest in a potential acquisition of URS.

        On April 9, 2014, representatives of Firm B informed representatives of DBO Partners that Firm B was no longer interested in pursuing a transaction with URS.

        Also on April 9, 2014, as part of their continuing due diligence review of URS, representatives of AECOM met with representatives of URS to discuss URS's financial projections and growth initiatives. On April 10, 2014, representatives of the Value Creation Committee discussed with Citigroup their request that Citigroup analyze the URS "Case 1" standalone business projections, including by analyzing the projections under different scenarios.

        On April 10, 2014, URS entered into a confidentiality agreement with Firm D, which included standstill restrictions on Firm D and restrictions on the ability of Firm D to request a waiver of that provision (and URS has waived the standstill). In addition, URS made available to representatives of Firm D an online data room with due diligence materials regarding URS.

        Also on April 10, 2014, the Planning, Finance and Investment Committee of the AECOM Board of Directors met. At this meeting, the Committee discussed AECOM's April 3, 2014 meeting with URS and reviewed the strategic rationales for a potential acquisition of URS. The Committee also discussed continuing the due diligence review of URS in preparation of presenting a revised proposal prior to URS's Value Creation Committee meeting on April 16, 2014.

        On April 11, 2014, at the request of the Value Creation Committee, URS's management provided additional background materials on AECOM to the Value Creation Committee, based on publicly available information, including a summary of AECOM's businesses, organizational structure, long-term strategy, segments, markets, sectors and geography, backlog and contact mix, financial statements and capital allocations. In addition, URS's management provided to the Value Creation Committee publicly available equity research reports on AECOM and AECOM's publicly available investor relations materials.

        On April 14, 2014, representatives of Firm C informed representatives of DBO that Firm C was no longer interested in pursuing a transaction with URS.

        Also on April 14, 2014, Messrs. Koffel and Burke met in person to further discuss the merits of a possible strategic transaction between URS and AECOM. The next day, at AECOM's direction, representatives of BofA Merrill Lynch called representatives of Citigroup and verbally indicated that AECOM could potentially improve its proposal to a price of $58.50 per share (consisting of 50% in cash and 50% in AECOM common stock). Subsequently, Mr. Koffel called Mr. Burke and requested that AECOM further improve its proposal to $60.00 per share (consisting of 60% in cash and 40% in AECOM stock). Mr. Burke indicated that AECOM might be able to do so depending on the results of AECOM's due diligence review of URS, including AECOM's views on the achievability of URS's projections.

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        On the next day, April 15, 2014, Firm A sent URS a preliminary indication of interest to acquire URS at a proposed price range of $51.50 to $53.50 per share in cash.

        On April 16, 2014, the Value Creation Committee met telephonically and in person. Mr. Koffel updated the Value Creation Committee on developments since the Value Creation Committee's last meeting, including on the status of discussions with AECOM and the three private equity firms. Representatives of Citigroup reviewed with the Value Creation Committee their preliminary analysis of strategic alternatives available to URS, including: (1) a spin-off/sale of one or more of URS's divisions, (2) a recapitalization of URS combined with a return of capital to its stockholders, (3) the continued operation of URS as an independent standalone company and (4) a transaction with a strategic company or a sale to a private equity firm. In addition, representatives of Citigroup reviewed with the Value Creation Committee their preliminary analysis of the URS "Case 1" standalone business projections under different sensitivities. The members of the Value Creation Committee discussed their views on the URS "Case 1" standalone business projections and the assumptions underlying such projections. Mr. Koffel provided an update to the Value Creation Committee on the preparation of the URS "Case 2" standalone business projections. The members of the Value Creation Committee discussed with the representatives of URS's management their views on the assumptions that should be considered in the preparation of the URS "Case 2" standalone business projections. The members of the Value Creation Committee discussed their views on potential strategic and financial buyers. The members of the Value Creation Committee discussed that the universe of possible strategic buyers was limited for a variety of reasons, including their views that (1) few strategic buyers were large enough to consummate an acquisition of URS, (2) certain other strategic buyers recently had completed acquisitions that they were focused on integrating, (3) the nature of URS's Federal Services division may limit potential acquirors, including certain foreign or international acquirors, (4) no strategic party, other than AECOM, had contacted URS or its advisors to express serious interest in acquiring URS in recent years (including after URS formed the Value Creation Committee in March 2014 and publicly announced its intention to evaluate alternatives to enhance stockholder value) and (5) URS previously already had informal discussions with many strategic buyers in its peer group in recent years and none had expressed interest in a transaction with URS. The members of the Value Creation Committee authorized management to keep all options open regarding strategic alternatives available to URS and to contact additional private equity firms regarding a possible transaction.

        Following the meeting of the Value Creation Committee, on April 16 and 17, 2014, representatives of DBO Partners contacted six additional private equity firms regarding their interest in a potential acquisition of URS. These firms were identified by URS's management, after consultation with representatives of DBO Partners, as potentially interested based on their reputations and financial positions (each being perceived as having sufficient capital to consummate a transaction) and their expected interest (each having previously expressed a preliminary interest in URS or having a history of making large investments in the infrastructure and professional services sector and/or broader industrial sector). During April 2014, URS entered into confidentiality agreements with three of these six newly contacted private equity firms, each of which included standstill restrictions on the private equity firm and restrictions on the ability of the private equity firm to request a waiver of that provision (all of these agreements provided for the expiration of the standstill in the event that URS entered into an agreement providing for its change-of-control). In addition, URS made available to representatives of the three newly contacted private equity firms that entered into confidentiality agreements an online data room with due diligence materials regarding URS. Also, during April 2014, representatives of URS and DBO Partners participated in a series of meetings and telephonic discussions with representatives of one of the newly contacted private equity firms (Firm E), in order to discuss, among other things, due diligence, transaction structure and the potential terms of a transaction. During April and May 2014, the two other newly contacted private equity firms that entered into confidentiality agreements with URS informed representatives of URS and DBO Partners that they had withdrawn from URS's strategic review process. Also, during April 2014, representatives of URS and DBO

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Partners continued meetings and telephonic discussions with representatives of Firm A, Firm D and AECOM to discuss, among other things, due diligence, transaction structure and the potential terms of a transaction.

        On April 16, 2014, Mr. Hicks received a call from a representative of a publicly-listed engineering and construction company ("Company X") to discuss possible strategic ventures between Company X and URS. Following this call, Mr. Koffel called the chief executive officer of Company X to request an in person meeting in order to determine whether Company X would be interested in a possible acquisition of URS. The chief executive officer of Company X informed Mr. Koffel that the timing was not right for a transaction involving the two companies. The chief executive officer of Company X was unable to meet in person with Mr. Koffel until June 10, 2014 (which meeting is described below).

        On April 23, 2014, the Value Creation Committee met telephonically. The members of the Value Creation Committee discussed the status of conversations with AECOM and the private equity firms. The members of the Value Creation Committee noted that all of the potential private equity candidates identified by URS's financial advisors as potential acquirors already had been contacted by URS's financial advisors. The members of the Value Creation Committee noted that no strategic party, other than AECOM, had contacted URS or its advisors to express serious interest in acquiring URS in recent years (including after URS formed the Value Creation Committee in March 2014 and publicly announced its intention to evaluate alternatives to enhance stockholder value). The members of the Value Creation Committee discussed their preliminary analysis of the potential strategic options available to URS, noting that divesting one of URS's businesses was not likely a value-enhancing option for a variety of reasons, including the associated tax implications, the belief that each of URS's businesses did not have a materially different valuation profile, the modest level of synergies from sharing resources and clients across each of URS's business and the fact that no formal, written interest had been received from any third parties to acquire any of URS's businesses. The members of the Value Creation Committee discussed URS's current operating plans and their views on URS's risk profile. The members of the Value Creation Committee directed management and URS's financial advisors to further refine their analysis of URS's standalone business plan and to evaluate each of URS's operating segments against the relevant industry. The members of the Value Creation Committee directed management to manage the strategic review process with AECOM and the private equity firms on a parallel timetable.

        On April 25, 2014, AECOM orally suggested the potential to increase its proposal value up to $60.00 per share, depending on the outcome of AECOM's due diligence review of URS.

        At the request of the Value Creation Committee, on April 28, 2014, Citigroup discussed with the Value Creation Committee, among other things, a preliminary financial analysis of a peer benchmarking of URS's operating divisions (based on historical and projected results).

        In addition, during the last week of April 2014, representatives of URS's management, Citigroup and DBO met with representatives of Firm D and Firm E to discuss URS's business.

        On May 2, 2014, the Value Creation Committee met telephonically. Mr. Koffel and the representatives of management, Citigroup and DBO Partners updated the Value Creation Committee on developments since the Value Creation Committee's last meeting, including regarding the status of discussions with AECOM, Company X and the private equity firms. Mr. Koffel and the representatives of management, Citigroup and DBO Partners reiterated that Firm B and Firm C were no longer interested in pursuing a transaction and that Firm A was currently proposing a price in the "low $50s." Mr. Koffel noted that, to his recollection, no strategic party other than AECOM, had contacted URS or its advisors to express serious interest in acquiring URS in recent years (including after URS formed the Value Creation Committee in March 2014 and publicly announced its intention to evaluate alternatives to enhance stockholder value). Representatives of Wachtell reviewed with the members of the Value Creation Committee the applicable legal standards in connection a possible transaction.

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Mr. Koffel presented additional materials to the members of the Value Creation Committee regarding the URS "Case 1" standalone business projections, which he noted were heavily dependent on external developments. Douglas W. Stotlar, Chairman of the CEO Succession Committee of the URS Board of Directors, updated the Value Creation Committee on developments by the CEO Succession Committee, noting that it was the opinion of the recruiting firms and the committee that it would be difficult to find an appropriate candidate to succeed Mr. Koffel as Chief Executive Officer while the Value Creation Committee process was pending.

        On May 5, 2014, Firm E expressed a preliminary view on a per share valuation of URS at $55.00 per share, subject to additional due diligence on URS. On May 6, 2014, Firm D indicated that it was no longer interested in pursuing a transaction.

        On May 7, 2014, the URS Board of Directors held a telephonic meeting, at which URS's management presented a summary on the current status of discussions with the private equity firms and AECOM. The URS Board of Directors authorized URS management to proceed with discussions with Firm A, Firm E and AECOM. On May 12, 2014, DBO Partners contacted Firm A and Firm E to request revised written indications of interest by May 20, 2014.

        On May 12, 2014, representatives of Firm A contacted representatives of DBO Partners and indicated that Firm A would need to partner with another party to pursue an acquisition with URS. The representatives of Firm A requested that they be permitted to partner with Firm C (which previously had withdrawn from URS's strategic review process). Representatives of DBO Partners discussed this request with Mr. Koffel and Mr. McLevish. On May 14, 2014, following these discussions, URS gave permission for Firm A to partner with Firm C.

        On May 13, 2014, URS reported its financial results for the first quarter of fiscal 2014, which missed consensus Wall Street EPS expectations by approximately 45%. In its earnings release, URS reported that the Value Creation Committee was continuing to evaluate alternatives to enhance stockholder value, and that there was no timetable for the completion of the Value Creation Committee's work or for the potential implementation of its recommendations, but that the Value Creation Committee intended to work expeditiously.

        On May 17, 2014, representatives of AECOM sent URS a revised, written indication of interest (which was characterized as "best and final") with per share consideration consisting of $33.00 in cash and a fixed exchange ratio of 0.7180 of a share of AECOM common stock (as of May 17, 2014, the total consideration was valued at $55.00 per share and was comprised of 60% in cash and 40% in AECOM common stock), based on AECOM's due diligence review to date, including on the achievability of URS's projections.

        On May 17, 2014, after receiving AECOM's revised indication of interest, Mr. Koffel called Mr. Burke for clarification regarding AECOM's use of the terminology "best and final." During this conversation, Mr. Burke expressed that he did not intend to propose a higher price under any circumstances, including if another party offered more consideration. Mr. Burke told Mr. Koffel that he wanted to make sure that URS's Board of Directors understood that there was no further room for negotiation and, that if this price was not of interest, AECOM was prepared to withdraw its offer.

        On May 20, 2014, Firm E sent URS a preliminary indication of interest to acquire URS at a proposed price range of $50.00 to $53.00 per share in cash, subject to significant additional due diligence with at least a 45-day window to confirm its price range. In addition, on the same date, Firm A and Firm C sent a joint indication of interest to acquire URS, which did not include a proposed price range and noted that significant additional due diligence would be required before they could provide a perspective on value.

        On May 21, 2014, the URS Board of Directors held a telephonic meeting, at which URS's management discussed with the URS Board of Directors a summary on the current status of

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discussions with the private equity firms and AECOM. Mr. Koffel noted that Mr. Burke had asked if he could make a presentation at a meeting of the URS Board of Directors. The URS Board of Directors authorized Mr. Burke to make a presentation at the May 28, 2014 meeting of the URS Board of Directors. In addition, the URS Board of Directors directed management to conduct a due diligence review of AECOM and authorized the Value Creation Committee to continue to review and analyze all viable strategic alternatives.

        On May 23, 2014, representatives of AECOM distributed to representatives of URS a draft commitment letter with respect to AECOM's debt financing for the proposed transaction.

        On May 26, 2014, representatives of Wachtell Lipton, Citigroup and DBO Partners discussed their preliminary views regarding the draft commitment letter to URS. Also on May 26, 2014, Mr. Koffel called Mr. Burke to discuss the presentation that Mr. Burke was scheduled to give to the URS Board of Directors on May 28, 2014.

        On May 27, 2014, AECOM distributed a draft merger agreement to representatives of URS and Citigroup.

        Also on May 27, 2014, the chief executive officer of Company Y, a privately held environmental services company, requested a call with Mr. Koffel to discuss an acquisition of one of URS's divisions and/or an acquisition of URS. Subsequently, Mr. Koffel held a preliminary conversation with the chief executive officer of Company Y about a transaction with Company Y's private equity owner. The chief executive officer of Company Y did not express an indication of value at which Company Y's private equity owner would be willing to acquire URS.

        In addition, on May 27, 2014, URS's management provided the URS Board of Directors, Value Creation Committee and representatives of Citigroup and DBO Partners with the URS "Case 2" standalone projections. Later that day, the members of the Value Creation Committee met with representatives of Citigroup to discuss various topics that would be covered in greater detail at the meeting held on May 28, 2014.

        On May 28, 2014, the Value Creation Committee met. Mr. Koffel updated the members of the Value Creation Committee on developments since its last meeting, including the approach from Company Y and including that representatives of AECOM had indicated that AECOM was not interested in teaming with a private equity bidder. The representatives of Wachtell reviewed with the directors the applicable legal standards in connection with a possible transaction. The members of the Value Creation Committee discussed their analysis of potential strategic options available to URS, including: (1) a spin-off/sale of one or more of URS's divisions, (2) a recapitalization of URS combined with a return of capital to its stockholders, (3) the continued operation of URS as an independent standalone company pursuant to either of the URS "Case 1" standalone business projections or the URS "Case 2" standalone business projections and (4) a transaction with a strategic company or a sale to a private equity firm. The members of the Value Creation Committee determined that a spin-off/sale of one or more of URS's divisions was not likely a value-enhancing option for a variety of reasons, including related tax implications, the belief that each of URS's businesses did not have a materially different valuation profile, the modest synergies from sharing resources and clients across each of URS's business and the fact that no formal, written interest had been received from any third parties to acquire any of URS's businesses. The members of the Value Creation Committee also determined that a recapitalization of URS combined with a return of capital to its stockholders was not a viable option for a variety of reasons, including their views that an accelerated share purchase program could positively impact price, but the magnitude may be mitigated by a lower trading multiple, and any significant leveraged share repurchase would likely warrant a downgrade to a non-investment grade credit, which could impose a higher cost of borrowing on URS, could increase URS's solvency risk if there were an unexpected downturn in the North American economy, could limit URS's revolver capacity and could require additional pledges of security by URS. The members of the Value Creation

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Committee also discussed that URS historically traded at a lower PE multiple during periods of elevated leverage and that URS's cost of equity should be expected to increase with higher leverage. Representatives of URS's management presented to the Value Creation Committee on the URS "Case 2" standalone business projections. The members of the Value Creation Committee determined that the continued operation of URS as an independent standalone company pursuant to either the URS "Case 1" standalone business projections or the URS "Case 2" standalone business projections was still a viable option. The members of the Value Creation Committee also determined that a transaction with a strategic company or a sale to a private equity firm was still a viable option, although it was not likely that a private equity bidder could pay more than a strategic bidder given the lack of synergies with private equity firms. In addition, the members of the Value Creation Committee discussed their views that a strategic bidder would likely be more comfortable with URS's near-term underperformance. The members of the Value Creation Committee noted that no strategic party, other than AECOM and Company Y, had contacted URS or its advisors to express serious interest in acquiring URS in recent years (including after URS formed the Value Creation Committee in March 2014 and publicly announced its intention to evaluate alternatives to enhance stockholder value). The members of the Value Creation Committee authorized management to engage in further discussions with all interested parties.

        In addition, on May 28, 2014, the URS Board of Directors held a meeting at which Mr. Burke made a presentation regarding AECOM, the proposed merger and the financial and strategic benefits that Mr. Burke believed the proposed merger would bring to the stockholders, customers and employees of both companies. Mr. Burke presented a structure chart to the members of the URS Board of Directors indicating that URS's Division Presidents, Gary Jandegian, George Nash, and Randy Wotring, and URS's General Counsel, Joe Masters would have prominent roles in the new organization, and that URS's Chief Financial Officer, Tom Hicks, would play an active role in the combined company's integration activities. Following a discussion about the presentation, Mr. Burke left the meeting and the URS Board of Directors discussed Mr. Burke's presentation, AECOM's offer and the other strategic alternatives available to URS. Mr. Stotlar, Chairman of the CEO Succession Committee of the URS Board of Directors, updated the Board of Directors on developments by the CEO Succession Committee, noting that it was the opinion of the recruiting firms and the committee that it would be difficult to find an appropriate candidate to succeed Mr. Koffel as Chief Executive Officer with the Value Creation Committee process going on. The URS Board of Directors discussed their views that AECOM should confirm in writing AECOM's intentions for leadership appointments at the combined company, which the URS Board of Directors believed would positively impact the value of the stock component of the merger consideration by facilitating business continuity and the integration of the operations of the combined company (e.g., URS had certain businesses in which AECOM has no operations).

        On May 29, 2014, the URS Board of Directors held a meeting at which the Value Creation Committee and URS's management and advisors presented a summary on the current status of discussions with the private equity firms and AECOM. The directors discussed the adequacy of the price offered by AECOM and the possibility of seeking a higher offer; risks associated with closing a transaction with AECOM and executing the integration plan to achieve the expected synergies; the experience and effectiveness of both the executive leadership that would be responsible for guiding the combined company if the AECOM transaction was pursued and the executive leadership of URS should it decide to remain independent; the URS financial projections, underlying assumptions and risk profiles related to both the combined company and URS on a standalone basis; the possibility of alternative financial or strategic bidders emerging; the optimal timing for proceeding with any decision; and related matters. In addition, members of URS's management presented to the URS Board of Directors regarding the URS "Case 2" standalone business projections and discussed growth drivers for URS, including accelerating investment into emerging markets, expanding further into underserved markets and geographies, and adjusting risk profile in markets where URS has significant competitive

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advantage. The URS Board of Directors directed URS's management and advisors to conduct additional due diligence on AECOM.

        On June 2, 2014, AECOM made available to representatives of URS an online data room with due diligence materials on AECOM.

        From June 2, 2014 and continuing until the execution of the commitment letter and the merger agreement, URS and AECOM negotiated the provisions of the commitment letter and the financing provisions of the merger agreement.

        On June 3, 2014, representatives of Wachtell Lipton sent representatives of Gibson Dunn a revised draft of the merger agreement which, among other things, proposed structuring the merger consideration as a stock/cash election with a mechanism to equalize the per share values of the cash and stock components; proposed requiring that AECOM maintain certain employee benefits for current URS employees for a period after closing; proposed additional restrictions on the conduct of AECOM between signing and closing; proposed additional exceptions to the restrictions on the conduct of URS between signing and closing; proposed changes to AECOM's obligations to seek financing; proposed removing a provision that would have allowed AECOM to not close the merger if a specified percentage of URS stockholders exercised dissenters' rights; proposed making the termination fee and expense reimbursement fee triggers mutual; proposed requiring that AECOM make additional representations and warranties, including a representation as to the solvency of the combined company after closing; proposed making the merger agreement's non-solicitation obligations mutual; proposed changes to the treatment of equity provisions; proposed deleting the provision of the merger agreement that required URS to enter into a standstill agreement before providing any diligence materials to, or engaging with, any third party bidder with respect to a competing acquisition proposal; proposed changes to AECOM's obligations to maintain insurance and indemnify URS directors and officers; and proposed deleting the requirement on URS to describe to AECOM within 24 hours the material terms and conditions of and facts surrounding any proposal or offer received by URS that is or is reasonably likely to lead to an alternative acquisition proposal. From June 3, 2014 and continuing until the execution of the merger agreement, representatives of URS, Wachtell Lipton, AECOM and Gibson Dunn negotiated the provisions of the merger agreement, including the representations and warranties, covenants, non-solicitation provisions, conditions to closing, termination rights, termination fees and the expense reimbursement provisions.

        On June 3, 2014, Mr. Koffel and representatives of DBO Partners met with the chief executive officer of Company Y to discuss a transaction with Company Y's private equity owner. During June 2014, representatives of URS and DBO Partners held additional conversations with representatives of Company Y and Company Y's private equity owner. During the course of these conversations, representatives of Company Y did not express any indication of the value, if any, at which it would be willing to acquire URS. Following these conversations, URS determined not to pursue a transaction with Company Y's private equity owner because URS perceived Company Y's private equity owner as not having sufficient capital to consummate a transaction with URS and because Company Y did not express an indication of the value, if any, at which it would be willing to acquire URS.

        On June 5, 2014, the Value Creation Committee met. Representatives of Wachtell reviewed with the directors the applicable legal standards in connection with a possible transaction. The members of the Value Creation Committee discussed amongst themselves and the representatives of Wachtell their due diligence review of AECOM. The members of the Value Creation Committee discussed amongst themselves and with the representatives of Wachtell Lipton, Citigroup and DBO Partners potential strategic options available to URS, including: (1) a spin-off/sale of one or more of URS's divisions, (2) a recapitalization of URS combined with a return of capital to its stockholders, (3) continuing on a standalone basis and implementing URS's standalone business plan and (4) a transaction with a strategic company or a sale to a private equity firm. The representatives of Citigroup reviewed

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preliminary financial analysis with URS's management regarding their preliminary valuation of potential strategic alternatives available to URS, including a sale to AECOM, a recapitalization of URS combined with a return of capital to its stockholders and continuing on a standalone basis. In addition, members of URS's management shared their perspectives on URS's projections and offered their views on macroeconomic and industry trends and the potential synergies and other strategic benefits available from a transaction with AECOM. The members of the Value Creation Committee discussed amongst themselves and with the representatives of URS's management their views that there was not a significant difference between the URS "Case 1" standalone business projections and the URS "Case 2" standalone business projections in the long-term value of the business and so determined to instruct Citigroup and DBO Partners to rely on the "Case 1" projections in their analysis of the strategic alternatives available to URS.

        As part of their continuing due diligence review of AECOM, representatives of URS and AECOM met telephonically on June 6, 2014, followed by in-person meetings on June 9 and 10, 2014 at AECOM's offices.

        On June 9, 2014, Mr. Koffel and Mr. Burke met to discuss the potential transaction. At this meeting, Mr. Koffel asked that AECOM increase the value of the transaction consideration by increasing the proposed exchange ratio for the stock component from 0.7180 to 0.8000.

        Following Mr. Koffel's request for an in person meeting with the chief executive officer of Company X, the chief executive officer and other executives of Company X met in person with Mr. Koffel on June 10, 2014 to discuss Mr. Koffel's inquiry as to whether Company X would be interested in a possible acquisition of URS. The chief executive officer of Company X informed Mr. Koffel that the timing was not right for an acquisition of URS and that Company X was unable to engage in further discussions with URS at that time.

        On June 11, 2014, representatives of Gibson Dunn sent representatives of Wachtell Lipton a revised draft of the merger agreement which, among other things, agreed to structure the merger consideration as a stock/cash election; proposed additional restrictions on the conduct of URS between signing and closing; proposed changes to AECOM's obligations to seek financing; proposed including a provision that would have allowed AECOM to not close the merger if a specified percentage of URS stockholders exercised dissenters' rights; proposed removing certain triggers that would have permitted URS to terminate the merger agreement and receive a termination fee and/or expense reimbursement from AECOM; proposed requiring that URS make additional representations and warranties; proposed that AECOM would not be subject to non-solicitation obligations; proposed changes to the treatment of equity provisions; proposed including a provision that would require URS to enter into a standstill agreement before providing any diligence materials to, or engaging with, any third party bidder with respect to a competing acquisition proposal; proposed changes to AECOM's obligations to maintain insurance and indemnify URS directors and officers; and proposed requiring URS to describe to AECOM within 24 hours the material terms and conditions of and facts surrounding any proposal or offer received by URS that is or is reasonably likely to lead to an alternative acquisition proposal.

        Also on June 11, 2014, at the request of the URS Board of Directors, Mr. Koffel spoke telephonically with Mr. Burke and once again asked that AECOM increase the value of the transaction consideration by increasing the proposed exchange ratio for the stock component from 0.7180 to 0.8000. After separate telephonic discussions with individual members of the AECOM Board of Directors, Mr. Burke responded to Mr. Koffel later that day that AECOM was unwilling to increase its price beyond the terms that already had been discussed and that several members of the AECOM Board of Directors were of the view that the price should be adjusted downward to a fixed value of $55.00.

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        On June 12, 2014, at the recommendation of the Planning, Finance and Investment Committee of the AECOM Board of Directors, AECOM contacted Moelis to provide a second fairness opinion to the AECOM Board of Directors in connection with a potential acquisition of URS.

        On June 13, 2014, representatives of Wachtell Lipton and Gibson Dunn telephonically negotiated the provisions of the merger agreement, including the representations and warranties, covenants, non-solicitation provisions, conditions to closing, termination rights and the expense reimbursement provisions.

        On June 17, 2014, representatives of Wachtell Lipton sent representatives of Gibson Dunn a revised draft of the merger agreement which, among other things, proposed structuring the merger consideration as a stock/cash election with a mechanism to equalize the per share values of the cash and stock components; proposed expanding AECOM's requirement to maintain certain employee benefits for current URS employees for a period after closing; proposed additional restrictions on the conduct of AECOM between signing and closing; proposed additional exceptions to the restrictions on the conduct of URS between signing and closing; proposed changes to AECOM's obligations to seek financing; proposed removing a provision that would have allowed AECOM to not close the merger if a specified percentage of URS stockholders exercised dissenters' rights; proposed changes to the treatment of equity provisions; proposed making the termination fee and expense reimbursement fee triggers mutual; proposed requiring that AECOM make additional representations and warranties, including a representation as to the solvency of the combined company after closing; proposed making the merger agreement's non-solicitation obligations mutual; proposed deleting the provision of the merger agreement that required URS to enter into a standstill agreement before providing any diligence materials to, or engaging with, any third party bidder with respect to a competing acquisition proposal; proposed changes to AECOM's obligations to maintain insurance and indemnify URS directors and officers; and proposed deleting the requirement on URS to describe to AECOM within 24 hours the material terms and conditions of and facts surrounding any proposal or offer received by URS that is or is reasonably likely to lead to an alternative acquisition proposal.

        Also on June 17, 2014, a telephonic meeting of the URS Board of Directors was held at which the URS Board of Directors received an update from the representatives of URS's management and the Value Creation Committee on the steps taken to date with respect to a possible transaction with AECOM. Under AECOM's latest proposal, URS stockholders immediately prior to the merger would hold approximately 33% of the voting power of the combined company immediately following completion of the merger, thus providing URS stockholders with meaningful participation in the upside potential of the combined company. The URS Board of Directors discussed their views that it would be important for AECOM to commit to appoint members of URS's management to prominent leadership roles in the combined company, which the URS Board of Directors believed would positively impact the value of the stock component of the merger consideration by facilitating business continuity and the integration of the operations of the combined company. In addition, representatives of URS's management discussed with the URS Board of Directors the strategic rationale for a transaction with AECOM, including potential synergies, as well as the preliminary results of the due diligence review on AECOM that had been undertaken to date, and possible next steps, timetable and negotiating strategy should the URS Board of Directors determine that a transaction with AECOM should be further pursued. The representatives of the Value Creation Committee offered their views that the price offered by AECOM should be negotiated higher, and recommended that URS's management be directed to take further steps in this direction. The URS Board of Directors directed URS's management to continue pursuing the transaction with AECOM. In addition, the members of the URS Board of Directors discussed their analysis of the URS "Case 1" standalone business projections and the URS "Case 2" standalone business projections, including their respective underlying assumptions.

        On June 20, 2014, representatives of Wachtell Lipton and Gibson Dunn telephonically negotiated the provisions of the merger agreement, including the representations and warranties, covenants,

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non-solicitation provisions, conditions to closing, termination rights and the expense reimbursement provisions.

        On June 20 and 21, 2014, the AECOM Board of Directors and Planning, Finance and Investment Committee met, together with AECOM's management and BofA Merrill Lynch. At these meetings, the AECOM Board of Directors and Planning, Finance and Investment Committee reviewed and discussed the strategic rationale and risks of a potential acquisition of URS, financing considerations, regulatory requirements and key next steps.

        On June 22, 2014, Messrs. Koffel and Burke met to discuss outstanding points (including the value of the merger consideration, treatment of URS equity awards in the merger, conditions to closing, termination fees, obligations on AECOM to maintain certain employee benefits for current URS employees and the number of URS directors to be appointed to the AECOM Board of Directors), and to discuss their views on the expected synergies of a combination.

        On June 23, 2014, representatives of Gibson Dunn sent representatives of Wachtell Lipton a revised draft of the merger agreement which, among other things, agreed to delete the requirement on URS to describe to AECOM within 24 hours the material terms and conditions of and facts surrounding any proposal or offer received by URS that is or is reasonably likely to lead to an alternative acquisition proposal; agreed to structure the merger consideration as a stock/cash election with a mechanism to equalize the per share values of the cash and stock components; agreed that AECOM would make certain additional representations and warranties, including a representation as to the solvency of the combined company after closing; agreed that AECOM would be subject to certain non-solicitation obligations; proposed additional restrictions on the conduct of URS between signing and closing; proposed additional exceptions to the restrictions on the conduct of AECOM between signing and closing; proposed changes to AECOM's obligations to seek financing; proposed including a provision that would have allowed AECOM to not close the merger if a specified percentage of URS stockholders exercised dissenters' rights; proposed changes to the treatment of equity provisions; proposed removing certain triggers that would have permitted URS to terminate the merger agreement and receive a termination fee and/or expense reimbursement from AECOM; proposed requiring that URS make additional representations and warranties; and proposed including a provision that required URS to enter into a standstill agreement before providing any diligence materials to, or engaging with, any third party bidder with respect to a competing acquisition proposal.

        On June 25, 2014, representatives of Wachtell Lipton sent representatives of Gibson Dunn a revised draft of the merger agreement which, among other things, proposed expanding AECOM's requirement to maintain certain employee benefits for current URS employees for a period after closing; proposed additional restrictions on the conduct of AECOM between signing and closing; proposed additional exceptions to the restrictions on the conduct of URS between signing and closing; proposed changes to AECOM's obligations to seek financing; proposed removing a provision that would have allowed AECOM to not close the merger if a specified percentage of URS stockholders exercised dissenters' rights; proposed making the termination fee and expense reimbursement fee triggers mutual; proposed changes to the treatment of equity; proposed requiring that AECOM make additional representations and warranties; proposed additional non-solicitation obligations on AECOM; proposed that URS should have the right to seek specific performance of AECOM's obligations in the merger agreement to seek to obtain debt financing; and proposed deleting the provision of the merger agreement that required URS to enter into a standstill agreement before providing any diligence materials to, or engaging with, any third party bidder with respect to a competing acquisition proposal.

        On June 26, 2014, Mr. Koffel met with John M. Dionsio, Executive Chairman of the AECOM Board of Directors, to discuss value, synergy savings commitments and related matters.

        In addition, on June 26, 2014, representatives of Wachtell Lipton and Gibson Dunn telephonically negotiated the provisions of the merger agreement, including the representations and warranties,

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covenants, non-solicitation provisions, conditions to closing, termination rights and the expense reimbursement provisions.

        Also on June 28, 2014, at the request of members of the URS Board of Directors Citigroup and DBO Partners discussed with members of the URS Board of Directors the potential impact of the contemplated transaction with AECOM based on different potential synergy assumptions, various discounts to AECOM management projects and the impact of using Wall Street estimates for both URS and AECOM.

        On June 30, 2014, representatives of Gibson Dunn sent representatives of Wachtell Lipton a revised draft of the merger agreement which, among other things, proposed including a provision that would have allowed AECOM to not close the merger if a specified percentage of URS stockholders exercised dissenters' rights; proposed changes to the treatment of equity; and proposed including a provision that required URS to enter into a standstill agreement before providing any diligence materials to, or engaging with, any third party bidder with respect to a competing acquisition proposal.

        On July 1 and 2, 2014, representatives of AECOM met with representatives of URS to review diligence matters relating to URS.

        On July 1, 2014 and July 3, 2014, representatives of Wachtell Lipton and Gibson Dunn telephonically negotiated the provisions of the merger agreement, including the representations and warranties, covenants, non-solicitation provisions, conditions to closing, termination rights and the expense reimbursement provisions. At the request of the URS Board of Directors, representatives of URS asked representatives of AECOM that AECOM confirm in writing AECOM's intentions for leadership appointments at the combined company, which the representatives of Wachtell Lipton noted that the URS Board of Directors believed this would positively impact the value of the stock component of the merger consideration by facilitating business continuity and the integration of the operations of the combined company (e.g., URS had certain businesses in which AECOM had no operations).

        On July 3, 2014, Messrs. Koffel and Burke met to negotiate certain transaction terms, including the value of the merger consideration, treatment of URS equity awards in the merger, conditions to closing, termination fees, obligations of AECOM to maintain certain employee benefits for current URS employees and the number of URS directors to be appointed to the AECOM Board of Directors, and to discuss their views on the expected synergies of a combination. At the request of the URS Board of Directors, Mr. Koffel asked Mr. Burke that AECOM commit in writing to confirm AECOM's intentions for leadership appointments at the combined company, which he noted that the URS Board of Directors believed would positively impact the value of the stock component of the merger consideration by facilitating business continuity and the integration of the operations of the combined company (e.g., URS had certain businesses in which AECOM has no operations). Subsequently, on the same day, Mr. Burke sent Mr. Koffel a signed letter to confirm AECOM's intentions for leadership appointments at the combined company. The letter included a structure chart indicating that URS's Division Presidents, Gary Jandegian, George Nash, and Randy Wotring, and URS's General Counsel, Joe Masters would have prominent roles in the new organization, and that URS's Chief Financial Officer, Tom Hicks, would play an active role in the combined company's integration activities. On July 3, 2014, representatives of AECOM contacted representatives of URS to discuss their views on URS's projected 2014 cash flow.

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        On July 5, 2014, representatives of Wachtell Lipton sent representatives of Gibson Dunn a revised draft of the merger agreement which, among other things, proposed increasing AECOM's requirement to maintain certain employee benefits for current URS employees for a period after closing; proposed fewer restrictions on the conduct of URS between signing and closing; proposed additional restrictions on the conduct of AECOM between signing and closing; proposed removing a provision that would have allowed AECOM to not close the merger if a specified percentage of URS stockholders exercised dissenters' rights; proposed changes to the treatment of URS equity awards; proposed that URS should have the right to seek specific performance of AECOM's obligations in the merger agreement to seek to obtain debt financing; and proposed deleting the provision of the merger agreement that required URS to enter into a standstill agreement before providing any diligence materials to, or engaging with, any third party bidder with respect to a competing acquisition proposal.

        On July 7, 2014, representatives of URS's management, DBO Partners and Citigroup held a call with members of the URS Board of Directors that had questions regarding the potential impact to stockholder value from a combination with AECOM in advance of the upcoming board meeting.

        Also on July 7, 2014, Tom Hicks, URS's Chief Financial Officer, met with representatives of AECOM to discuss the financial impact of accelerating URS equity awards in the potential transaction.

        On July 8, 2014, the URS Board of Directors held a meeting with directors that would be unable to attend the July 11, 2014 meeting in person to preview topics that would be discussed at the July 11, 2014 meeting. In addition, that same day, the URS Board of Directors met telephonically and instructed Mr. Koffel to request a higher price from AECOM and discussed a negotiating strategy with Mr. Koffel to that end.

        Also on July 8, 2014, members of the AECOM diligence team met with members of AECOM management to present their summary findings regarding their due diligence review of URS.

        On July 9, 2014, representatives of Gibson Dunn sent representatives of Wachtell Lipton a revised draft of the merger agreement which, among other things, agreed to remove a provision that would have allowed AECOM to not close the merger if a specified percentage of URS stockholders exercised dissenters' rights; proposed changes to the treatment of URS equity awards; and proposed including a provision that required URS to enter into a standstill agreement before providing any diligence materials to, or engaging with, any third party bidder with respect to a competing acquisition proposal.

        Also on July 9, 2014, representatives of Wachtell Lipton delivered to representatives of Gibson Dunn a list of URS's remaining issues with the merger agreement, including, among other things, that URS proposed requiring that AECOM maintain certain employee benefits for current URS employees for a period after closing; that URS proposed certain changes to the treatment of equity awards; that URS proposed that it should have the right, prior to the termination of the merger agreement, to seek specific performance of AECOM's obligations in the merger agreement to seek to obtain debt financing; and that URS proposed deleting the provision of the merger agreement that required URS to enter into a standstill agreement before providing any diligence materials to, or engaging with, any third party bidder with respect to a competing acquisition proposal. Later that day, representatives of Wachtell Lipton and Gibson Dunn discussed these issues on multiple telephone calls.

        In addition, on July 9 and 10, 2014, Messrs. Koffel and Burke met to negotiate certain transaction terms. At the request of the URS Board of Directors, Mr. Koffel asked Mr. Burke to increase the value of AECOM's offer. Following extensive negotiations, Mr. Burke agreed to increase the value of AECOM's offer by increasing the stock exchange ratio from 0.718 to 0.734, which increased the offer value by approximately $0.50 per URS share (based on AECOM's $31.66 closing price on July 10, 2014). Messrs. Koffel and Burke agreed that two current members of the URS Board of Directors would be appointed to the AECOM Board of Directors following the merger and that AECOM would be obligated to maintain certain employee benefits for current URS employees through the end of 2015.

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        On July 10, 2014, representatives of Wachtell Lipton sent representatives of Gibson Dunn a revised draft of the merger agreement which, among other things, proposed changes to the treatment of URS equity awards; and proposed that URS should have the right, prior to the termination of the merger agreement, to seek specific performance of AECOM's obligations in the merger agreement to seek to obtain debt financing. Continuing throughout July 10 and July 11, 2014, representatives of Wachtell Lipton and Gibson Dunn exchanged drafts of the merger agreement and negotiated these provisions, among others.

        On July 11, 2014, the URS Board of Directors met. The representatives of URS's management, Wachtell, Citigroup and DBO Partners updated the URS Board of Directors as to the events that had occurred since the URS Board of Directors' last meeting. Members of URS's management shared their perspectives on URS's projections and offered their views on macroeconomic and industry trends and the potential synergies and other strategic benefits available from a transaction with AECOM. Members of URS's management reported to the URS Board of Directors on their due diligence review of AECOM.

        Representatives of Wachtell Lipton discussed with the URS Board of Directors the legal standards applicable to its decisions and actions with respect to the proposed merger. The representatives of Wachtell discussed with the URS Board of Directors the terms of the proposed merger agreement and financing commitments. The members of the URS Board of Directors discussed their views that it was highly unlikely that another strategic buyer or private equity firm would come forward with a potentially superior proposal once the merger with AECOM was announced, in light of the extensive publicity over the past several months about the formation of the Value Creation Committee and the consideration by URS of strategic alternatives, which suggested that if another party had any such interest, it would have come forward already.

        Each of Citigroup and DBO Partners reviewed with the URS Board of Directors their financial analyses relating to the proposed merger with AECOM and each subsequently delivered its opinion orally to the URS Board of Directors, and subsequently confirmed in writing by delivery of a written opinion dated the same date, to the effect that, as of that date and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in such written opinion, the cash consideration and the stock consideration, taken in the aggregate was fair, from a financial point of view, to the holders of URS common stock (other than shares of URS common stock held in treasury by URS, or owned, directly or indirectly, by AECOM or Merger Sub or as to which dissenters' rights have been perfected). Following these discussions, the URS Board of Directors determined that the proposed transaction with AECOM was advisable to and in the best interests of URS and its stockholders, and unanimously voted to approve the merger agreement. The URS Board of Directors also unanimously resolved to recommend that URS's stockholders vote in favor of the adoption and approval of the merger agreement.

        On July 11, 2014, the AECOM Board of Directors also met. Representatives of AECOM's management, Gibson Dunn, and BofA Merrill Lynch updated the AECOM Board of Directors as to the events that had occurred since the AECOM Board of Directors' last meeting, including the proposed increase in the stock exchange ratio from 0.718 to 0.734, which increased the offer value by approximately $0.50 per URS share (based on AECOM's $31.66 closing price on July 10, 2014). Members of AECOM's management shared their perspectives on URS's projections and offered their views on macroeconomic and industry trends and the potential synergies and other strategic benefits available from a transaction with URS. Members of AECOM's management reported to the AECOM Board of Directors on their due diligence review of URS.

        Representatives of Gibson Dunn discussed in detail with the AECOM Board of Directors the legal standards applicable to its decisions and actions with respect to the proposed merger. The representatives of Gibson Dunn discussed with the AECOM Board of Directors the terms of the proposed merger agreement and financing commitments.

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        Also at this meeting, BofA Merrill Lynch and Moelis each separately reviewed with the AECOM Board of Directors its financial analysis of the merger consideration and delivered to the AECOM Board of Directors their respective oral opinions, confirmed by delivery of their respective written opinions each dated July 11, 2014, to the effect that, as of that date and based on and subject to various assumptions and limitations described in such opinions, such merger consideration was fair, from a financial point of view, to AECOM.

        Following these discussions, the AECOM Board of Directors determined that the proposed transaction with AECOM was advisable to and in the best interests of AECOM and its stockholders, and unanimously voted to approve the merger agreement, including the issuance of AECOM common stock in the merger. The AECOM Board of Directors also unanimously resolved to recommend to the AECOM stockholders the issuance of AECOM common stock in the merger.

        Following the URS and AECOM Board of Director meetings on July 11, 2014 and after the securities markets in the United States closed for the day, the merger agreement was finalized and executed by URS, AECOM, Merger Sub and Merger Sub I. On the afternoon of July 13, 2014, URS and AECOM issued a joint press release announcing the entry into the merger agreement.

        On July 14, 2014, JANA publicly announced its support of the merger and converted its Schedule 13D filing to a passive Schedule 13G filing.


AECOM's Reasons for the Merger; Recommendation of the AECOM Board of Directors

        In evaluating the merger, the AECOM Board of Directors consulted with AECOM's management and legal and financial advisors, and in reaching its decision to approve the merger agreement and recommend approval by AECOM stockholders of the stock issuance, the AECOM Board of Directors also considered a number of factors that the AECOM Board of Directors views as supporting its decision, including, but not limited to, the following:

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        In addition to the factors described above, the AECOM Board of Directors also considered the following factors:

        The AECOM Board of Directors weighed the foregoing against a number of potentially negative factors, including:

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        This discussion of the information and factors considered by the AECOM Board of Directors includes the material positive and negative factors considered by the AECOM Board of Directors, but is not intended to be exhaustive and may not include all of the factors considered by the AECOM Board of Directors. The AECOM Board of Directors did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, and did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination that the stock issuance, the merger and the merger agreement and the other transactions contemplated by the merger agreement are advisable to and in the best interests of AECOM and its stockholders. Rather, the AECOM Board of Directors conducted an overall review of the factors described above, and considered the factors overall to be favorable to, and to support, its determination. In addition, individual members of the AECOM Board of Directors may have given different weight to different factors. It should be noted that this explanation of the reasoning of the AECOM Board of Directors and certain information presented in this section, is forward-looking in nature and, therefore, such information should be read in light of the "Special Note Regarding Forward-Looking Statements."

        The AECOM Board of Directors unanimously declared advisable the merger agreement and the transactions contemplated thereby, including the merger and the stock issuance, and determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger and the stock issuance, are advisable and in the best interests of AECOM and its stockholders. The AECOM Board of Directors unanimously recommends that the AECOM stockholders vote "FOR" the stock issuance proposal.

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Opinion of AECOM's Financial Advisor—BofA Merrill Lynch

        AECOM retained BofA Merrill Lynch to act as a financial advisor to AECOM in connection with the merger. At the July 11, 2014 meeting of the AECOM Board of Directors held to evaluate the merger, BofA Merrill Lynch rendered to the AECOM Board of Directors an oral opinion, confirmed by delivery of a written opinion dated July 11, 2014, to the effect that, as of that date and based on and subject to various assumptions and limitations described in the opinion, the consideration to be paid by AECOM in the merger was fair, from a financial point of view, to AECOM.

        The full text of BofA Merrill Lynch's written opinion, dated July 11, 2014, is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference. The written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken by BofA Merrill Lynch in rendering its opinion. The following summary of BofA Merrill Lynch's opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to the AECOM Board of Directors for the benefit and use of the AECOM Board of Directors (in its capacity as such) in connection with and for purposes of its evaluation of the merger consideration from a financial point of view to AECOM. BofA Merrill Lynch's opinion did not address any other aspect of the mergers and no opinion or view was expressed as to the relative merits of the mergers in comparison to other strategies or transactions that might be available to AECOM or in which AECOM might engage or as to the underlying business decision of AECOM to proceed with or effect the mergers. BofA Merrill Lynch expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the mergers or any other matter.

        In connection with its opinion, BofA Merrill Lynch, among other things:

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        In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the managements of AECOM and URS that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the URS projections, BofA Merrill Lynch was advised and assumed that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of URS as to the future financial performance of URS. With respect to the adjusted URS projections, BofA Merrill Lynch assumed, at AECOM's direction, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of AECOM as to the future financial performance of URS and, based on the assessments of the management of AECOM as to the relative likelihood of achieving the future financial results reflected in the URS projections and the adjusted URS projections, BofA Merrill Lynch relied, at AECOM's direction, on the adjusted URS projections for purposes of BofA Merrill Lynch's analyses and opinion. With respect to the adjusted URS projections and cost savings, BofA Merrill Lynch assumed, at AECOM's direction, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of AECOM as to the future financial performance of AECOM, such cost savings and the other matters covered thereby, and BofA Merrill Lynch further assumed, with the consent of AECOM, that such cost savings would be realized in the amounts and at the times projected. At AECOM's direction, BofA Merrill Lynch relied upon the assessments of the management of AECOM as to (i) the potential impact on AECOM and URS of certain market and other trends and prospects for, and governmental, regulatory and legislative matters relating to or affecting, the engineering and construction industry, (ii) the existing and future relationships, agreements and arrangements with, and the ability to retain key employees, commercial arrangements and contracts of AECOM and URS and (iii) the ability to integrate the businesses and operations of AECOM and URS. BofA Merrill Lynch assumed, at AECOM's direction, that there would be no developments with respect to any such matters that would have an adverse effect on AECOM, URS or the mergers (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to its analyses or opinion.

        BofA Merrill Lynch did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of AECOM, URS or any other entity, nor did BofA Merrill Lynch make any physical inspection of the properties or assets of AECOM, URS or any other entity. BofA Merrill Lynch did not evaluate the solvency or fair value of AECOM, URS or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at AECOM's direction, that the mergers would be consummated in accordance with their respective terms and in accordance with all applicable laws or other requirements, without waiver, modification or amendment of any material term, condition or agreement

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and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the mergers, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on AECOM, URS or the mergers (including the contemplated benefits thereof). BofA Merrill Lynch also assumed, at AECOM's direction, that the merger and second merger, taken together, would be treated as a single integrated transaction and would qualify for U.S. federal income tax purposes as a "reorganization" under the provisions of Section 368(a) of the Code. BofA Merrill Lynch further assumed, at AECOM's direction, that the final executed merger agreement would not differ in any material respect from the draft agreement reviewed by BofA Merrill Lynch.

        BofA Merrill Lynch expressed no view or opinion as to any terms or other aspects or implications of the mergers (other than the merger consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the mergers or any terms, aspects or implications of any arrangements, agreements or understandings entered into in connection with or related to the mergers or otherwise. BofA Merrill Lynch's opinion was limited to the fairness, from a financial point of view, to AECOM of the merger consideration and no opinion or view was expressed with respect to any consideration received in connection with the mergers by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any officers, directors or employees of any party to the mergers, or class of such persons, relative to the merger consideration or otherwise. BofA Merrill Lynch also did not express any view or opinion with respect to, and BofA Merrill Lynch relied, with the consent of AECOM, upon the assessments of representatives of AECOM regarding, legal, regulatory, accounting, tax and similar matters relating to AECOM, URS and the mergers (including the contemplated benefits thereof) as to which BofA Merrill Lynch understood that AECOM obtained such advice as it deemed necessary from qualified professionals. BofA Merrill Lynch further did not express any opinion as to what the value of AECOM common stock actually would be when issued or the prices at which AECOM common stock or URS common stock would trade at any time, including following announcement or consummation of the mergers.

        BofA Merrill Lynch's opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. BofA Merrill Lynch expressed no opinion or view as to the potential effects of any volatility in the credit, financial and stock markets on AECOM, URS or the mergers. It should be understood that subsequent developments may affect BofA Merrill Lynch's opinion, and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch's opinion was approved by BofA Merrill Lynch's Americas Fairness Opinion Review Committee. Except as described in this summary, AECOM imposed no other instructions or limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

        The following represents a brief summary of the material financial analyses presented by BofA Merrill Lynch to the AECOM Board of Directors in connection with its opinion, dated July 11, 2014. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Merrill Lynch, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Merrill Lynch. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Merrill Lynch. For purposes of the financial analyses summarized below, the term "implied per share merger consideration" refers to $56.24 per share calculated as (i) the cash consideration of $33.00 per share and (ii) the implied value of the stock consideration of $23.24 based on the 0.734x exchange ratio and the closing price of AECOM common stock of $31.66 per share on July 10, 2014 (the last trading day prior to execution of the merger agreement).

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URS Financial Analyses

        Selected Public Companies Analysis.    BofA Merrill Lynch reviewed publicly available financial and stock market information of URS and the following eight selected companies which BofA Merrill Lynch in its professional judgment considered generally relevant for comparative purposes as publicly traded companies with operations in the engineering and construction industry (the "URS selected companies"):

        BofA Merrill Lynch reviewed, among other things, enterprise values, calculated as equity values based on closing stock prices on July 10, 2014 (the last trading day prior to execution of the merger agreement) plus debt and less cash and cash equivalents, as a multiple of calendar year 2014 and calendar year 2015 estimated earnings before interest, taxes, depreciation and amortization less minority interest expense ("EBITDA"). BofA Merrill Lynch also reviewed equity values, based on closing stock prices on July 10, 2014, as multiples of calendar year 2014 and calendar year 2015 estimated earnings per share ("EPS") and estimated EPS plus after-tax per share amortization of acquisition intangibles ("cash EPS"). Financial data of the URS selected companies were based on publicly available research analysts' estimates, public filings and other publicly available information. Financial data of URS was based on publicly available research analysts' estimates, public filings and the adjusted URS projections. For purposes of this analysis, AECOM was excluded from mean calculations. The overall low to high calendar year 2014 and calendar year 2015 estimated EBITDA multiples observed for the URS selected companies were 7.7x to 9.5x (with a mean of 8.7x) and 6.2x to 8.9x (with a mean of 7.4x), respectively. The overall low to high calendar year 2014 and calendar year 2015 estimated EPS multiples observed for the URS selected companies were 13.2x to 18.3x (with a mean of 15.1x) and 11.4x to 15.1x (with a mean of 13.2x), respectively, and the overall low to high calendar year 2014 and calendar year 2015 estimated cash EPS multiples observed for the URS selected companies were 11.7x to 18.3x (with a mean of 14.3x) and 10.5x to 15.1x (with a mean of 12.6x), respectively. BofA Merrill Lynch then applied a range of selected multiples of calendar year 2014 and calendar year 2015 estimated EBITDA of 7.5x to 9.5x and 7.0x to 8.0x, respectively, calendar year 2014 and calendar year 2015 estimated EPS of 13.5x to 16.5x and 12.0x to 15.0x, respectively, and calendar year 2014 and calendar year 2015 estimated cash EPS of 12.5x to 15.5x and 11.0x to 14.0x, respectively, derived from the URS selected companies to corresponding data of URS based on the adjusted URS projections. This analysis indicated the following approximate implied per share equity value reference ranges for URS, as compared to the implied per share merger consideration:

  Implied Per Share
Equity Value Reference Ranges
   
 
  Based on
2014E EBITDA
  Based on
2015E EBITDA
  Based on
2014E EPS
  Based on
2015E EPS
  Based on
2014E Cash EPS
  Based on
2015E Cash EPS
  Implied Per
Share Merger
Consideration
 
 

$43.71 - $61.36

  $39.99 - $48.92   $37.10 - $45.34   $38.21 - $47.76   $45.49 - $56.41   $43.71 - $55.63   $ 56.24  

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        Selected Precedent Transactions Analysis.    Using publicly available information, BofA Merrill Lynch reviewed financial data relating to the following 24 selected transactions which BofA Merrill Lynch in its professional judgment considered generally relevant for comparative purposes as transactions involving target companies with operations in the engineering and construction industry (the "selected transactions"):

Announcement Date
  Acquiror   Target
June 2014  

SNC-Lavalin Group Inc.

 

Kentz Corporation Limited

March 2014  

WSP Global Inc.

 

Focus Group Holding Inc.

January 2014  

AMEC plc

 

Foster Wheeler AG

September 2013  

Jacobs Engineering Group Inc.

 

Sinclair Knight Merz Ltd.

July 2013  

Integrated Mission Solutions,  LLC

 

Michael Baker Corporation

January 2013  

Energy Capital Partners II,  LLC

 

EnergySolutions, Inc.

July 2012  

Chicago Bridge & Iron Company N.V.

 

The Shaw Group Inc.

June 2012  

GENIVAR Inc.

 

WSP Group PLC

February 2012  

URS Corporation

 

Flint Energy Services Ltd.

September 2011  

CH2M HILL Companies,  Ltd.

 

Halcrow Holdings Limited

May 2011  

AMEC plc

 

MACTEC Inc.

May 2011  

Charterhouse Capital Partners LLP

 

Environmental Resources Management Limited

December 2010                  

Jacobs Engineering Group Inc.

 

Aker Solutions ASA (Process and Construction Businesses)

December 2010  

John Wood Group PLC

 

PSN Limited

August 2010  

WS Atkins plc

 

The PBSJ Corporation

July 2010  

AECOM Technology Corporation

 

McNeil Technologies,  Inc.

June 2010  

URS Corporation

 

Scott Wilson Group plc.

April 2010  

Cerberus Capital Management,  L.P.

 

DynCorp International Inc.

March 2010  

Babcock International Group PLC

 

VT Group plc

September 2009  

Balfour Beatty plc

 

Parsons Brinckerhoff Group Inc.

February 2008  

AECOM Technology Corporation

 

Earth Tech, Inc.

May 2007  

URS Corporation

 

Washington Group International,  Inc.

May 2007  

CH2M HILL Companies,  Ltd.

 

VECO Corporation

February 2007  

WorleyParsons Limited

 

Colt Engineering Corporation

        BofA Merrill Lynch reviewed, among other things, transaction values of the selected transactions, calculated as the purchase prices paid for the target companies plus debt, preferred stock and minority interests and less cash and cash equivalents, as a multiple of such target companies' latest 12 months EBITDA. Financial data of the selected transactions were based on public filings and other publicly available information. Financial data of URS was based on public filings and the adjusted URS projections. The overall low to high latest 12 months EBITDA multiples observed for the selected transactions were 6.0x to 15.9x (with a mean of 8.9x). BofA Merrill Lynch then applied a range of selected latest 12 months EBITDA multiples of 8.0x to 10.0x derived from the selected transactions to the latest 12 months (as of September 30, 2014) estimated EBITDA of URS. This analysis indicated the following approximate implied per share equity value reference range for URS, as compared to the implied per share merger consideration:

Implied Per Share
Equity Value Reference Range
  Implied Per Share
Merger Consideration
 
$49.76 - $67.83   $ 56.24  

        Discounted Cash Flow Analysis.    BofA Merrill Lynch performed a discounted cash flow analysis of URS by calculating the estimated present value of the standalone unlevered, after-tax free cash flows that URS was projected to generate during the fourth quarter of the fiscal year ending December 31, 2014 through the full fiscal year ending December 31, 2019 based on the adjusted URS projections, both excluding and including potential cost savings. For purposes of this analysis, stock-based compensation was treated as a cash expense. BofA Merrill Lynch calculated terminal values for URS

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by applying a range of terminal value EBITDA multiples of 7.5x to 9.5x to the fiscal year 2019 estimated EBITDA of URS. The present values (as of March 31, 2014) of the cash flows and terminal values were then calculated using discount rates ranging from 8.0% to 10.0%. This analysis indicated the following approximate implied per share equity value reference ranges for URS, both excluding and including potential cost savings, as compared to the implied per share merger consideration:

Implied Per Share
Equity Value Reference Range
(Excluding Potential Cost Savings)
  Implied Per Share
Equity Value Reference Range
(Including Potential Cost Savings)
  Implied Per Share
Merger Consideration
 
$47.65 - $66.84   $64.47 - $88.97   $ 56.24  

AECOM Financial Analyses

        Selected Public Companies Analysis.    BofA Merrill Lynch reviewed publicly available financial and stock market information of AECOM and the following nine selected companies which BofA Merrill Lynch in its professional judgment considered generally relevant for comparative purposes as publicly traded companies with operations in the engineering and construction industry (the "AECOM selected companies"):

        BofA Merrill Lynch reviewed, among other things, enterprise values, calculated as equity values based on closing stock prices on July 10, 2014 (the last trading day prior to execution of the merger agreement) plus debt and less cash and cash equivalents, as a multiple of calendar year 2014 and calendar year 2015 estimated EBITDA. Financial data of the AECOM selected companies were based on publicly available research analysts' estimates, public filings and other publicly available information. Financial data of AECOM was based on publicly available research analysts' estimates, public filings and the AECOM forecasts as calendarized. BofA Merrill Lynch also reviewed equity values, based on closing stock prices on July 10, 2014, as multiples of calendar year 2014 and calendar year 2015 estimated EPS and estimated cash EPS. BofA Merrill Lynch then compared the overall observed low to high calendar years 2014 and 2015 estimated EBITDA, calendar years 2014 and 2015 estimated EPS and calendar years 2014 and 2015 estimated cash EPS multiples of the AECOM selected companies with corresponding multiples for AECOM based both on publicly available research analysts' estimates and the AECOM forecasts as calendarized:

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  Implied Overall
Multiples of
Selected Companies
  Implied AECOM
Multiples
(Wall Street Research)
  Implied AECOM
Multiples
(AECOM Forecasts)

Enterprise Value as a Multiple of:

           

Estimated Calendar Year 2014E EBITDA

  7.7x - 9.5x   8.0x   8.2x

Estimated Calendar Year 2015E EBITDA

  6.2x - 8.9x   7.4x   7.5x

Equity Value as a Multiple of:

 

 

 

 

 

 

Estimated Calendar Year 2014E EPS

  13.2x - 18.3x   13.0x   13.3x

Estimated Calendar Year 2015E EPS

  11.4x - 15.1x   12.1x   11.4x

Equity Value as a Multiple of:

 

 

 

 

 

 

Estimated Calendar Year 2014E Cash EPS

  11.5x - 18.3x   12.3x   12.3x

Estimated Calendar Year 2015E Cash EPS

  10.5x - 15.1x   12.0x   10.8x

Other Information.

        BofA Merrill Lynch also observed certain additional information that was not considered part of BofA Merrill Lynch's financial analyses with respect to its opinion but was referenced for informational purposes, including, among other things, the following:

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Miscellaneous

        As noted above, the discussion set forth above is a summary of the material financial analyses presented by BofA Merrill Lynch to the AECOM Board of Directors in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Merrill Lynch in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that the analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses considered or focusing on information presented in tabular format, without considering all analyses or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch's analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

        In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of AECOM and URS. The estimates of the future performance of AECOM and URS in or underlying BofA Merrill Lynch's analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch's analyses. These analyses were prepared solely as part of BofA Merrill Lynch's analysis of the fairness, from a financial point of view, to AECOM of the consideration to be paid by AECOM in the merger and were provided to the AECOM Board of Directors in connection with the delivery of BofA Merrill Lynch's opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch's view of the actual value of AECOM or URS.

        The type and amount of consideration payable in the merger was determined through negotiations between AECOM and URS, rather than by any financial advisor, and was approved by the AECOM Board of Directors. The decision to enter into the merger agreement was solely that of the AECOM Board of Directors. As described above, BofA Merrill Lynch's opinion and analyses were only one of many factors considered by the AECOM Board of Directors in its evaluation of the merger and should not be viewed as determinative of the views of AECOM's Board of Directors, management or any other party with respect to the mergers or the merger consideration.

        In connection with BofA Merrill Lynch's services as AECOM's financial advisor, AECOM has agreed to pay BofA Merrill Lynch an aggregate fee of up to $21 million, of which a portion was payable upon delivery of BofA Merrill Lynch's opinion and up to $19.5 million is payable contingent upon consummation of the merger. BofA Merrill Lynch and certain of its affiliates also are participating in the financing for the merger, for which services BofA Merrill Lynch and its affiliates will receive compensation, including acting as (i) arranger and book manager for certain amendments to AECOM's existing credit facilities proposed to be undertaken in connection with the merger (referred to as the "Amended Credit Facilities"), (ii) arranger, book manager, administrative agent and collateral agent for, and lender under, certain new senior secured credit facilities of AECOM proposed to be entered into in connection with the merger (referred to as the "New Credit Facilities") and certain incremental term loans and performance letters of credit under the Amended Credit Facilities or New Credit Facilities and/or (iii) bookrunner and initial purchaser for the proposed debt offering by AECOM in connection with the merger. In addition, AECOM has agreed to reimburse BofA Merrill Lynch for its expenses, including fees and expenses of BofA Merrill Lynch's legal counsel, incurred in connection with BofA Merrill Lynch's engagement and to indemnify BofA Merrill Lynch and related

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persons against liabilities, including liabilities under the federal securities laws, arising out of BofA Merrill Lynch's engagement.

        BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of business, BofA Merrill Lynch and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of AECOM, URS and certain of their respective affiliates.

        BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to AECOM and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as bookrunner, arranger and administrative agent for, and as a lender under, certain credit facilities, term loans and lines of credit of AECOM and its affiliates, (ii) having provided or providing certain foreign exchange trading services to AECOM and (iii) having provided or providing certain treasury and management products and services to AECOM.

        BofA Merrill Lynch and its affiliates also in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to URS and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as bookrunner, arranger and syndication agent for, and as a lender under, certain credit facilities, term loans, lines of credit and leasing facilities of URS and its affiliates, (ii) having acted as agent for a share repurchase by URS in connection with its stock repurchase program, (iii) having provided or providing certain foreign exchange trading services to URS and (iv) having provided or providing certain treasury and management products and services to URS.

        BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly engaged in providing financial advisory services in connection with mergers and acquisitions. AECOM selected BofA Merrill Lynch as its financial advisor in connection with the merger on the basis of BofA Merrill Lynch's experience in similar transactions, its reputation in the investment community and its familiarity with AECOM and its business.


Opinion of AECOM's Financial Advisor—Moelis & Company LLC

        At the meeting of AECOM's Board of Directors on July 11, 2014 to evaluate and approve the merger, Moelis delivered an oral opinion, which was confirmed by delivery of a written opinion, dated July 11, 2014, addressed to AECOM's Board of Directors to the effect that, as of the date of the opinion and based upon and subject to the conditions and limitations set forth in the opinion, the consideration to be paid by AECOM in the merger is fair to AECOM, from a financial point of view.

        The full text of Moelis' written opinion dated July 11, 2014, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference. Stockholders are urged to read Moelis' written opinion carefully and in its entirety. Moelis' opinion was provided for the use and benefit of AECOM's Board of Directors (in its capacity as such) in its evaluation of the merger. Moelis' opinion is limited solely to the fairness, from a financial point of view and as of the date of such opinion, to AECOM of the consideration to be paid by AECOM in the merger and does not address AECOM's underlying business decision to effect the

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merger or the relative merits of the merger as compared to any alternative business strategies or transactions that might be available with respect to AECOM. Moelis' opinion does not constitute a recommendation to any stockholder of AECOM as to how such stockholder should vote or act with respect to the merger or any other matter. Moelis' opinion was approved by a Moelis fairness opinion committee.

        In arriving at its opinion, Moelis, among other things:

        In connection with its review, Moelis did not assume any responsibility for independent verification of any of the information supplied to, discussed with or reviewed by Moelis for the purpose of its opinion and has, with the consent of AECOM's Board of Directors, relied on such information being complete and accurate in all material respects. In addition, with AECOM's consent, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of URS or AECOM, nor was Moelis furnished with any such evaluation or appraisal. With respect to the financial projections (in the case of URS, the Adjusted Projections) and other information relating to URS and AECOM, Expected Synergies and other pro forma financial effects referred to above, Moelis assumed, at the direction of AECOM's Board of Directors, that such financial and other information was reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of URS and AECOM as to the future performance of URS and AECOM, such Expected Synergies (including the amount, timing and achievability thereof) and such other pro forma financial effects. Moelis also assumed, at the direction of AECOM's Board of Directors, that the future financial results (including Expected Synergies) reflected in such forecasts and other information will be achieved at the times and in the amounts projected. In addition, at the direction of AECOM's Board of Directors, Moelis relied on the

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assessments of AECOM's management as to AECOM's ability to retain key employees of URS and to integrate the businesses of URS and AECOM.

        Moelis' opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of, the date of the opinion. Moelis' opinion did not address the fairness of the merger or any aspect or implication of the merger, other than the fairness, from a financial point of view and as of the date of such opinion, to AECOM of the consideration to be paid by AECOM in the merger. At the direction of AECOM's Board of Directors, Moelis was not asked to, nor did it, offer any opinion as to any terms of the merger agreement or any aspect or implication of the transaction, except for the consideration to the extent expressly specified in Moelis' opinion. Moelis' opinion relates to the relative values of AECOM and URS. With the consent of AECOM's Board of Directors, Moelis expressed no opinion as to what the value of AECOM common stock actually will be when issued pursuant to the merger or the prices at which AECOM common stock or URS common stock may trade at any time. Moelis is not a tax, legal, regulatory or accounting expert and assumed and relied upon, without independent verification, the assessments of AECOM and its other advisors with respect to tax, legal, regulatory and accounting matters. In rendering its opinion, Moelis assumed, with the consent of AECOM's Board of Directors, that the final executed form of the merger agreement would not differ in any material respect from the draft that Moelis reviewed, that the merger would be consummated in accordance with its terms and that the parties to the merger agreement would comply with all the material terms of the merger agreement. Moelis also assumed, with the consent of AECOM's Board of Directors, that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without the imposition of any delay, limitation, restriction, divestiture or condition that would be adverse in a way that would be material to Moelis' analysis. In addition, representatives of AECOM advised Moelis, and Moelis assumed, with the consent of AECOM's Board of Directors, that the mergers, taken together, will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Moelis was not authorized to solicit and did not solicit indications of interest in a possible transaction with AECOM from any party. Moelis also was not requested to, and did not, participate in the structuring or negotiation of the transaction. Except as described in this summary, AECOM and its Board of Directors imposed no other instructions or limitations on Moelis with respect to the investigations made or procedures followed by Moelis in rendering its opinion.

        The following is a summary of the material financial analyses presented by Moelis to the AECOM Board of Directors at its meeting held on July 11, 2014, in connection with its opinion.

        Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Moelis' analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Moelis' analyses.

Financial Analyses of URS

        For purposes of the financial analyses described below, the term "implied merger consideration" refers to the implied value of the per share consideration provided for in the merger of $56.24 consisting of the cash portion of the consideration of $33.00 and the implied value of the stock portion of the consideration of 0.7340 shares of AECOM's common stock based on AECOM's closing stock price of $31.66 per share on July 10, 2014.

        Trading History.    Moelis reviewed the historical trading prices for URS's common stock for the 52-week period ended July 10, 2014. Moelis observed that the 52-week range of trading prices was $41.62-$55.79. Moelis also noted that based on closing prices for the common stock of AECOM as of July 10, 2014, the implied merger consideration was $56.24.

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        Selected Public Companies Analysis.    Moelis reviewed financial and stock market information of the following selected publicly traded companies, which Moelis, in its professional judgment, considered generally relevant for comparative purposes given their operations in the engineering and construction services industry, their geographic and business mix, and other factors:

        Moelis reviewed, among other things, enterprise values of the selected companies (calculated as market value of the relevant company's fully diluted common equity based on its closing stock price on July 10, 2014, plus preferred stock, plus, as of the relevant company's most recently reported quarter end, short-term and long-term debt, less unrestricted cash) as a multiple of estimated EBITDA (defined as earnings before interest, taxes, depreciation, amortization less non-controlling interest, where applicable) for calendar years 2014 and 2015. Moelis also reviewed closing stock prices of the selected companies on July 10, 2014 as a multiple of estimated GAAP and cash earnings per share (cash earnings per share defined as GAAP earnings per share plus after-tax amortization, divided by the weighted average number of shares outstanding) for calendar years 2014 and 2015. Financial data for the selected companies was based on publicly available consensus research analysts' estimates, public filings and other publicly available information. The mean, median, high and low multiples for the selected companies were 8.7x, 8.8x, 9.8x and 7.1x, respectively, in the case of the enterprise value/EBITDA metric for calendar year 2014, 7.5x, 7.4x, 8.8x and 4.8x, respectively, in the case of the enterprise value/EBITDA metric for calendar year 2015, 15.6x, 15.2x, 18.3x and 13.2x, respectively, in the case of the price/earnings per share (GAAP) metric for calendar year 2014, 13.2x, 12.9x, 15.3x and 11.3x, respectively, in the case of the price/earnings per share (GAAP) metric for calendar year 2015, 14.4x, 14.3x, 18.3x and 11.7x, respectively, in the case of the price/earnings per share (cash) metric for calendar year 2014, and 12.4x, 12.0x, 15.1x and 10.6x, respectively, in the case of the price/earnings per share (cash) metric for calendar year 2015. Moelis then applied ranges of selected multiples derived from the selected companies of 8.0x to 10.0x in the case of the enterprise value/EBITDA metric for calendar year 2014, 7.0x to 8.5x in the case of the enterprise value/EBITDA metric for calendar year 2015, 14.0x to 18.0x in the case of the price/earnings per share (GAAP) metric for calendar year 2014, 12.0x to 15.5x in the case of the price/earnings per share (GAAP) metric for calendar year 2015, 13.0x to 17.0x in the case of the price/earnings per share (cash) metric for calendar year 2014 and 11.5x to 14.5x in the case of the price/earnings per share (cash) metric for calendar year 2015 to corresponding financial data of URS. Financial data for URS was based on financial projections and other

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information and data provided by AECOM's management. This analysis indicated the following implied per share reference ranges for URS, as compared to the implied merger consideration of $56.24:

Metric
  Adjusted
Projections
  Implied Per Share
Reference Range

Enterprise Value / Calendar Year 2014 EBITDA

  $631M   $43.15 - $60.81

Enterprise Value / Calendar Year 2015 EBITDA

  $638M   $35.02 - $48.42

Price / Calendar Year 2014 GAAP EPS

  $2.89   $40.42 - $51.96

Price / Calendar Year 2015 GAAP EPS

  $3.55   $42.65 - $55.09