Obligation AECOM 5.875% ( US00766TAD28 ) en USD

AECOM

111.88 % ⇌

Etats-unis

US00766TAD28 ( en USD )

5.875% par an ( paiement semestriel )

14/10/2024

Prospectus brochure de l'obligation AECOM US00766TAD28 en USD 5.875%, échéance 14/10/2024

2 000 USD

800 000 000 USD

00766TAD2

BB ( Spéculatif )

Ba3 ( Spéculatif )

15/10/2024 ( Dans 80 jours )

L'Obligation émise par AECOM ( Etats-unis ) , en USD, avec le code ISIN US00766TAD28, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/10/2024

L'Obligation émise par AECOM ( Etats-unis ) , en USD, avec le code ISIN US00766TAD28, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par AECOM ( Etats-unis ) , en USD, avec le code ISIN US00766TAD28, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-205512
$1,600,000,000
Exchange Offer:
New $800,000,000 5.750% Senior Notes due 2022 for $800,000,000 5.750%
Senior Notes due 2022
New $800,000,000 5.875% Senior Notes due 2024 for $800,000,000 5.875%
Senior Notes due 2024
The Exchange Offer will expire at 5:00 p.m., New York City time,
on October 30, 2015, unless extended.
The Exchange Notes:
We are offering to exchange:
·
New $800,000,000 5.750% Senior Notes due 2022 (the "new 2022 notes") that have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for outstanding unregistered $800,000,000 5.750% Senior Notes due 2022 (the "old 2022 notes" and,
together with the new 2022 notes, the "2022 notes").
·
New $800,000,000 5.875% Senior Notes due 2024 (the "new 2024 notes" and, together with the new 2022 notes, the "new notes") that
have been registered under the Securities Act for outstanding unregistered $800,000,000 5.875% Senior Notes due 2024 (the "old 2024
notes" and, together with the old 2022 notes, the "old notes").
·
The terms of the new notes offered in the exchange offer are substantially identical to the terms of the old notes, except that the new
notes will be registered under the Securities Act and certain transfer restrictions, registration rights and additional interest provisions
relating to the old notes do not apply to the new notes.
Material Terms of the Exchange Offer:
·
The exchange offer expires at 5:00 p.m., New York City time, on October 30, 2015, unless extended.
·
Upon expiration of the exchange offer, all old notes that are validly tendered and not withdrawn will be exchanged for an equal principal
amount of the new notes.
·
You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.
·
The exchange offer is not subject to any minimum tender condition, but is subject to customary conditions.
·
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it may be a
statutory underwriter and that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of
such new notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may
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be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in
exchange for old notes where such new notes were acquired by such broker-dealer as a result of market-making activities or other trading
activities. We have agreed that, for a period of 90 days after the expiration of the exchange offer, we will make this prospectus available
to any broker-dealer for use in any such resale. See "Plan of Distribution."
·
There is no existing public market for the old notes or the new notes. We do not intend to list the new notes on any securities exchange
or quotation system.
Investing in the new notes involves risks. See "Risk Factors" beginning on page 8.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated September 29, 2015
Table of Contents
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION

ii
INCORPORATION BY REFERENCE

ii
SUMMARY

1
RISK FACTORS

8
USE OF PROCEEDS

16
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

17
THE EXCHANGE OFFER

18
DESCRIPTION OF THE NEW NOTES

28
BOOK ENTRY; DELIVERY AND FORM

56
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

59
PLAN OF DISTRIBUTION

60
LEGAL MATTERS

61
EXPERTS

61
INDEX TO FINANCIAL STATEMENTS
F-1
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or incorporated by
reference in this prospectus. You must not rely on any unauthorized information or representations. This prospectus does not offer to sell or
ask for offers to buy any securities other than those to which this prospectus relates and it does not constitute an offer to sell or ask for offers to
buy any of the securities in any jurisdiction where any such offer is unlawful, where the person making such offer is not qualified to do so, or to
any person who cannot legally be offered the securities. The information contained in this prospectus is current only as of its date. Any
information incorporated by reference herein is accurate only as of the date of the document incorporated by reference.
This exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of old notes in any jurisdiction in which this
exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
We have filed with the U.S. Securities and Exchange Commission ("SEC") a registration statement on Form S-4 with respect to the new notes.
This prospectus, which forms part of the registration statement, does not contain all the information included in the registration statement, including its
exhibits. For further information about us and the notes described in this prospectus, you should refer to the registration statement and its exhibits.
Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we
refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement, because those statements are qualified in all
respects by reference to those exhibits. The registration statement, including the exhibits and schedules, is available at the SEC's website at
www.sec.gov.
You may also obtain this information without charge by writing or telephoning us. See "Where You Can Find More Information."
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Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and
amendments to reports filed or furnished pursuant to Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). You may read and copy these materials at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain
information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov
that contains reports, proxy and information statements and other information regarding AECOM and other companies that file materials with the SEC
electronically. Copies of our periodic and current reports and proxy statements may be obtained, free of charge, on our website at
www.investor.www.investors.aecom.com and clicking on the link "SEC Filings." This reference to our Internet address is for informational purposes
only and shall not, under any circumstances, be deemed to incorporate the information available at or through such Internet address into this prospectus.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information into this prospectus, which means that we can disclose important information to you
by referring to those documents. We hereby incorporate by reference the following documents or information filed with the SEC:
·
our Annual Report on Form 10-K for the fiscal year ended September 30, 2014 (excluding Items 1, 7 and 8 thereof, which, for the
purposes of this prospectus, are superseded by the comparable Items included in Exhibit 99.1 to our Current Report on Form 8-K filed
with the SEC on July 6, 2015);
·
our Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 2014, March 31, 2015 and June 30, 2015 (excluding
Item 1 thereof, which, for the purposes of this prospectus, is superseded by Exhibit 99.1 to our Current Report on Form 8-K filed with
the SEC on September 28, 2015);
·
our Current Reports on Form 8-K filed with the SEC on October 8, 2014, October 17, 2014, November 26, 2014, January 9, 2015,
March 6, 2015, July 6, 2015, July 7, 2015, July 28, 2015 September 8, 2015 and September 28, 2015;
·
our Definitive Proxy Statement on Schedule 14A filed with the SEC on January 23, 2015;
·
exhibit 99.1 to the Current Report on Form 8-K of URS Corporation ("URS") filed with the SEC on August 1, 2014 (pages lxiv through
cxxxi only);
·
the Annual Report on Form 10-K of URS for the fiscal year ended January 3, 2014 (the disclosure in Item 9A under the heading
"Management's Annual Report on Internal Control over Financial Reporting" only); and
·
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of the
registration statement of which this prospectus forms a part and before the termination of the offering of the securities made under this
prospectus.
Provided, however, that we are not incorporating by reference any documents or information, including parts of documents that we file with the SEC,
that are deemed to be furnished and not filed with the SEC. Unless specifically stated to the contrary, none of the information we disclose under
Items 2.02 or 7.01 of any Current Report on Form 8-K that we may from time to time furnish to the SEC will be incorporated by reference into, or
otherwise included in, this prospectus.
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Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or replaces such statement. Any such statement so modified or superseded shall not be deemed
to constitute a part of this prospectus, except as so modified or superseded.
We will provide, without charge, to each person to whom a copy of this prospectus has been delivered, including any beneficial owner, a copy of
any and all of the documents referred to herein that are summarized and incorporated by reference in this prospectus, if such person makes a written or
oral request directed to:
AECOM
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Attention: Corporate Secretary
1999 Avenues of the Stars, Suite 2600
Los Angeles, California 90067
213-593-8000
In order to ensure timely delivery, you must request the information no later than October 23, 2015, which is five business days before the
expiration of the exchange offer.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY ADDITIONAL INFORMATION OR ANY INFORMATION
THAT IS DIFFERENT FROM THAT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. WE TAKE NO
RESPONSIBILITY FOR, AND CAN PROVIDE NO ASSURANCE AS TO THE RELIABILITY OF, ANY OTHER INFORMATION THAT
OTHERS MAY GIVE YOU. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE
AS OF ANY DATE OTHER THAN THE DATE HEREOF, UNLESS WE OTHERWISE NOTE IN THIS PROSPECTUS.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents incorporated herein by reference, contains 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 our current beliefs,
expectations or intentions regarding future events. These statements include forward-looking statements with respect to the Company, the engineering
and construction industry and impact of the acquisition of URS on our business and operations. Statements that are not historical facts, without
limitation, 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 prospectus, including the documents incorporated herein by reference, should not be
considered as a representation by us or any other person that our objectives or plans will be achieved. Although management believes that the
assumptions underlying the forward-looking statements are reasonable, these assumptions and the forward-looking statements are subject to various
factors, risks and uncertainties, many of which are beyond our control, including, but not limited to, the fact that demand for our services is cyclical and
vulnerable to economic downturns and reduction in government and private industry spending; our dependence on long-term government contracts,
which are subject to uncertainties concerning the government's budgetary approval process, the possibility that our government contracts may be
terminated by the government; the risk of employee misconduct or our failure to comply with laws and regulations; legal, security, political, and
economic risks in the countries in which we operate; competition in our industry; cyber security breaches; information technology interruptions or data
losses; liabilities under environmental laws;
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fluctuations in demand for oil and gas services; our substantial indebtedness; covenant restrictions in our indebtedness; the ability to successfully
integrate our operations and employees with that of URS; the ability to realize anticipated benefits and synergies from the URS acquisition; the ability
to retain key personnel; changes in financial markets, interest rates and foreign currency exchange rates; and those additional risks and factors discussed
in this prospectus, our SEC filings incorporated by reference in this prospectus and any subsequent reports we file with the SEC. Accordingly, actual
results could differ materially from those contemplated by any forward-looking statement.
All subsequent written and oral forward-looking statements concerning the Company or other matters attributable to the Company or any person
acting on its 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. The Company is under no obligation (and expressly disclaims 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. Please review "Risk Factors" in this prospectus and our SEC filings incorporated by reference in this prospectus for a
discussion of the factors, risks and uncertainties that could affect our future results.
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SUMMARY
This summary highlights selected information from this prospectus and is therefore qualified in its entirety by the more detailed information
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appearing elsewhere, or incorporated by reference, in this prospectus. It may not contain all the information that is important to you. We urge you to
read carefully this entire prospectus and the other documents to which it refers to understand fully the terms of the new notes. All references in this
prospectus to the "Company," "our company," "we," "us," "our," and similar terms refer to AECOM, a Delaware corporation, and its subsidiaries on a
consolidated basis, including the subsidiaries of AECOM that are the guarantors of the new notes.
Our Business
We are a leading provider of professional technical and management support services for public and private clients around the world. We provide
our services in a broad range of end markets through a network of approximately 95,000 employees. On October 17, 2014, we completed the acquisition
of URS. In connection with the acquisition of URS, the Company's reportable segments have been realigned to reflect the operations of the combined
company, including the ability to deliver more fully integrated project execution. We now report our business through three segments: Design and
Consulting Services ("DCS"), Construction Services ("CS"), and Management Services ("MS"). Our DCS segment delivers planning, consulting,
architectural and engineering design services to commercial and government clients worldwide in major end markets such as transportation, facilities,
environmental, energy, water and government markets. Our CS segment provides construction services, including building construction and energy,
infrastructure and industrial construction, primarily in the Americas. Our MS segment provides program and facilities management and maintenance,
training, logistics, consulting, technical assistance, and systems integration and information technology services, primarily for agencies of the U.S.
government and also for national governments around the world.
Company Information
We were incorporated in Delaware in 1980. Our principal executive offices are located at 1999 Avenue of the Stars, Suite 2600, Los Angeles,
California 90067. Our telephone number at that address is (213) 593-8000. Our common stock is listed on the New York Stock Exchange under the
symbol "ACM."
Risk Factors
Our success in achieving our objectives and expectations is dependent upon, among other things, general economic conditions, competitive
conditions and certain other factors that are specific to our company and/or the markets in which we operate. These factors are set forth in detail under
the heading "Risk Factors" in this prospectus and under the caption "Risk Factors" in our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2015. We encourage you to review carefully these risk factors and any other risk factors in our SEC filings that are incorporated herein by
reference. Furthermore, this prospectus contains forward-looking statements that involve risks, uncertainties and assumptions. Actual results may differ
materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those under the headings
"Risk Factors" and "Special Note Regarding Forward-Looking Statements."
The Exchange Offer
Below is a summary of the material terms of the exchange offer. We are offering to exchange the new notes for the old notes. The terms of the new
notes offered in the exchange offer are substantially identical to the terms of the old notes, except that the new notes will be registered under the
Securities Act and certain transfer restrictions, registration rights and additional interest provisions relating to the

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old notes do not apply to the new notes. For more information, see "The Exchange Offer," which contains a more detailed description of the terms and
conditions of the exchange offer.
Background
On October 6, 2014, we completed a private placement of $800,000,000 aggregate principal amount of
5.750% Senior Notes due 2022 and $800,000,000 aggregate principal amount of 5.875% Senior Notes due
2024. As part of that offering, we entered into a registration rights agreement with the initial purchasers of
the old notes in which we agreed, among other things, to complete this exchange offer for the old notes.

Old Notes
$800,000,000 unregistered 5.750% Senior Notes due 2022

$800,000,000 unregistered 5.875% Senior Notes due 2024

New Notes
New $800,000,000 5.750% Senior Notes due 2022

New $800,000,000 5.875% Senior Notes due 2024
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The Exchange Offer
We are offering to issue registered new notes in exchange for a like principal amount and like denomination
of our unregistered old notes of the same series. We are offering to issue these registered new notes to
satisfy our obligations under the registration rights agreement that we entered into with the initial purchasers
of the old notes when we sold the old notes in a transaction that was exempt from the registration
requirements of the Securities Act. You may tender your old notes for exchange by following the
procedures described below and in the section entitled "The Exchange Offer" in this prospectus.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on October 30, 2015, which is 30 days
(21 business days) after the exchange offer is commenced, unless we extend the exchange offer.

Procedures for Tendering
If you decide to exchange your old notes for new notes, you must acknowledge that you are not engaging in,
and do not intend to engage in, a distribution of the new notes. To tender old notes, you must complete and
sign a letter of transmittal accompanying this prospectus (the "Letter of Transmittal") in accordance with the
instructions contained in it and forward it by mail, facsimile or hand delivery, together with any other
documents required by the Letter of Transmittal, to the exchange agent, either with the old notes to be
tendered or in compliance with the specified procedures for guaranteed delivery of old notes. Certain
brokers, dealers, commercial banks, trust companies and other nominees may also effect tenders by book-
entry transfer. Holders of old notes registered in the name of a broker, dealer, commercial bank, trust
company or other nominee are urged to contact such person promptly if they wish to tender old notes
pursuant to the exchange offer. See "The Exchange Offer--Exchange offer

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Procedures," "The Exchange Offer--Book-Entry Transfers" and "The Exchange Offer--Guaranteed Delivery Procedures."

Withdrawal
You may withdraw any old notes that you tender for exchange at any time prior to the expiration of the exchange offer. See "The
Exchange Offer--Withdrawal Rights."

Acceptance of
Subject to certain conditions, we intend to accept for exchange any and all old notes that are properly tendered in the exchange offer
Old Notes for
before the expiration time. If we decide for any reason not to accept any old notes you have tendered for exchange, those old notes
Exchange;
will be returned to you without cost promptly after the expiration or termination of the exchange offer. The new notes will be
Issuance of
delivered promptly after the expiration time. See "The Exchange Offer--Acceptance of Old Notes for Exchange; Delivery of New
New Notes
Notes Issued in the Exchange Offer."

Conditions to
The exchange offer is subject to customary conditions, some of which we may waive in our sole discretion. The exchange offer is
the Exchange
not conditioned upon any minimum principal amount of old notes being tendered for exchange. See "The Exchange Offer--
Offer
Conditions to the Exchange Offer."

Consequences
of
Based on interpretations by the staff of the SEC, as detailed in a series of no-action letters issued by the SEC to third parties, we
Exchanging
believe that you may offer for resale, resell or otherwise transfer the new notes that we issue in the exchange offer without
Old Notes
complying with the registration and prospectus delivery requirements of the Securities Act if you:

· acquire the new notes in the ordinary course of your business;

· are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in a
distribution of the new notes; and

· you are not an "affiliate," as defined in Rule 405 of the Securities Act of AECOM or any subsidiary guarantor.

If any of these conditions is not satisfied and you transfer any new notes issued to you in the exchange offer without delivering a
proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We will not
be responsible for or indemnify you against any liability you may incur.

Any broker-dealer that acquires new notes in the exchange offer for its own account in exchange for old notes which it acquired
through market-making or other trading activities must acknowledge that it may be a statutory underwriter and that it will deliver a
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prospectus when it resells or transfers any

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new notes issued in the exchange offer. See "The Exchange Offer--Consequences of Exchanging Old Notes" and "Plan of
Distribution."

Consequences
All untendered old notes or old notes that are tendered but not accepted will continue to be subject to the restrictions on transfer set
of Failure to
forth in the old notes and in the indenture under which the old notes were issued. In general, you may offer or sell your old notes
Exchange Old only if they are registered under, or offered or sold under an exemption from, the Securities Act and applicable state securities laws.
Notes
Other than in connection with the exchange offer, we do not anticipate that we will register the old notes under the Securities Act. If
you do not participate in the exchange offer, the liquidity of your old notes could be adversely affected. See "The Exchange Offer--
Consequences of Failure to Exchange Old Notes."

Interest on Old
Notes
Exchanged in
On the record date for the first interest payment date for each series of new notes offered hereby following the consummation of the
the Exchange
exchange offer, holders of such new notes will receive interest accruing from the issue date of the old notes or, if interest has been
Offer
paid, the most recent date to which interest has been paid.

U.S. Federal
Income Tax
Consequences
You will not realize gain or loss for U.S. federal income tax purposes as a result of your exchange of old notes for new notes to be
of the
issued in the exchange offer. For additional information, see "Certain United States Federal Income Tax Considerations." You
Exchange
should consult your own tax advisor as to the tax consequences to you of the exchange offer, as well as tax consequences of the
Offer
ownership and disposition of the new notes.

Exchange Agent
U.S. Bank National Association is serving as the exchange agent in connection with the exchange offer. The address and telephone
and facsimile numbers of the exchange agent are listed in this prospectus. See "The Exchange Offer--Exchange Agent."

Use of Proceeds
We will not receive any proceeds from the issuance of new notes in the exchange offer. We will pay all expenses incident to the
exchange offer. See "Use of Proceeds" and "The Exchange Offer--Fees and Expenses."

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The New Notes
The terms of the new notes are substantially identical to those of the old notes, except that the new notes will be registered under the Securities Act
and certain transfer restrictions and registration rights applicable to the old notes do not apply to the new notes. The new notes will evidence the same
debt as the old notes and will be governed by the same indenture. A brief description of the material terms of the new notes follows. For a more
complete description, see "Description of the New Notes."
Issuer
AECOM

Notes Offered
New $800,000,000 5.750% Senior Notes due 2022

New $800,000,000 5.875% Senior Notes due 2024

Maturity
The new 2022 notes will mature on October 15, 2022.

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The new 2024 notes will mature on October 15, 2024.

Interest Rates
The new 2022 notes will bear interest at a rate of 5.750% per annum.

The new 2024 notes will bear interest at a rate of 5.875% per annum.

Guarantees
The new notes will be guaranteed on a senior unsecured basis by our existing and future domestic restricted
subsidiaries that guarantee certain material credit facilities. The guarantees of the new notes are referred to
herein as the "new guarantees."

Ranking
The new notes and the new guarantees will be our and the guarantors' senior unsecured obligations and will
be equal in right of payment with all of our and the guarantors' existing and future senior debt and senior to
any of our and the guarantors' future subordinated debt. The new notes and the new guarantees will rank
effectively junior to all of our and the guarantors' existing and future secured debt, to the extent of the value
of the collateral securing such debt, including the obligations under our new credit agreement entered into
on October 17, 2014 (as may be amended from time to time, the "Credit Agreement"). The new notes will
also be structurally subordinated to all of the liabilities of our existing and future subsidiaries that do not
guarantee the notes.

Optional Redemption
The new 2022 notes will be redeemable on or after October 15, 2017 at the redemption prices specified
under "Description of the New Notes--Optional Redemption." Prior to October 15, 2017, we may redeem
some or all of the new 2022 notes at a redemption price of 100% of the principal amount, plus accrued and
unpaid interest, if any, to the redemption date, plus a "make whole" premium. Also, we may redeem up to
35% of the 2022 notes before October 15, 2017 with the net cash proceeds from certain equity offerings.
Prior to July 15, 2024 (three months prior to the maturity date), we may redeem some or all of the new 2024
notes at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the
redemption date,

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plus a "make whole" premium. In addition, on or after July 15, 2024 (three months prior to the maturity
date), the new 2024 notes will be redeemable at a redemption price of 100% of the principal amount, plus
accrued and unpaid interest, if any, to the redemption date. See "Description of the New Notes--Optional
Redemption."

Change of Control Offer
If we experience specific kinds of changes of control, we must offer to repurchase all of the new notes at
101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date. See
"Description of the New Notes--Repurchase at the Option of Holders--Change of Control."

Asset Sales
If we or our restricted subsidiaries sell certain assets and do not repay certain debt or reinvest the proceeds
of such sales within certain time periods, we must offer to repurchase a portion of the new notes as
described under "Description of the New Notes--Certain Covenants--Limitation on Sales of Assets and
Subsidiary Stock."

Certain Covenants
The indenture contains covenants that limit, among other things, our ability and the ability of some of our
subsidiaries to:

· incur additional indebtedness;

· pay dividends, make other distributions or repurchase or redeem our capital stock;

· prepay, redeem or repurchase certain debt;

· make loans and investments;

· sell, transfer or otherwise dispose of assets;

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· incur or permit to exist certain liens;

· enter into certain types of transactions with affiliates;

· enter into agreements restricting our subsidiaries' ability to pay dividends; and

· consolidate, amalgamate, merge or sell all or substantially all of our assets.

Form and Denominations
We will issue the new notes in fully registered form, in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof. Each of the new notes will be represented by one or more global notes
registered in the name of a nominee of The Depository Trust Company ("DTC"). You will hold a beneficial
interest in one or more of the new notes through DTC, and DTC and its direct and indirect participants will
record your beneficial interest in their books. Except under limited circumstances, we will not issue
certificated new notes.

Trustee
U.S. Bank National Association

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Consolidated Ratio of Earnings to Fixed Charges
The following table contains our and our subsidiaries' consolidated ratio of earnings to fixed charges for the periods indicated.
Nine Months

Year Ended

Ended

September 30,
September 30,
September 30,
September 30,
September 30,
June 30,
June 30,

2014

2013

2012

2011

2010

2015

2014

Consolidated
ratio of
earnings to
fixed charges
4.1x
4.8x
1.0x
4.8x
6.7x
n/a(1)
3.9x
(1)
Earnings for the nine-months ended June 30, 2015 were inadequate to cover fixed charges primarily due to acquisition and
integration expenses and the corresponding interest related to the acquisition of URS. The coverage deficiency was
approximately $170 million.
See "Consolidated Ratio of Earnings to Fixed Charges" for additional information regarding how the ratio was computed.

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RISK FACTORS
We have included discussions of cautionary factors describing risks relating to our business and an investment in our securities in our Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2015, which is incorporated by reference into this prospectus. Additional risks related the
new notes are described in this prospectus. Before tendering old notes in the exchange offer, you should carefully consider the risk factors we describe
in this prospectus and in any report incorporated by reference into this prospectus, including any Annual Report on Form 10-K or Quarterly Report on
Form 10-Q. Any or all of these risk factors could have a material adverse effect on our business, financial condition, results of operations or liquidity.
Furthermore, although we discuss key risks in the following risk factor descriptions, additional risks not currently known to us or that we currently
deem immaterial also may impair our business. Our subsequent filings with the SEC may contain amended and updated discussions of significant risks.
We cannot predict future risks or estimate the extent to which they may affect our financial performance.
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Risks Related to the New Notes
Our substantial leverage and significant debt service obligations could adversely affect our financial condition and our ability to fulfill our
obligations and operate our business.
We and our subsidiaries had approximately $4.8 billion of indebtedness (excluding intercompany indebtedness) outstanding as of June 30, 2015, of
which $2.6 billion was secured obligations (exclusive of $411.8 million of outstanding undrawn letters of credit), and have an additional $976.1 million
of availability under our Credit Agreement (after giving effect to outstanding letters of credit), all of which would be secured debt if drawn, effectively
ranking senior to the new notes to the extent of the value of the collateral securing such indebtedness. Our financial performance could be adversely
affected by our substantial leverage. We may also incur significant additional indebtedness in the future, subject to certain conditions.
This high level of indebtedness could have important negative consequences to us, including, but not limited to:
·
we may have difficulty satisfying our obligations with respect to outstanding debt obligations;
·
we may have difficulty obtaining financing in the future for working capital, acquisitions, capital expenditures or other purposes;
·
we may need to use all, or a substantial portion, of our available excess cash flow to pay interest and principal on our debt, which will
reduce the amount of money available to finance our operations and other business activities, including, but not limited to, working
capital requirements, acquisitions, capital expenditures or other general corporate or business activities;
·
our debt level increases our vulnerability to general economic downturns and adverse industry conditions;
·
our debt level could limit our flexibility in planning for, or reacting to, changes in our business and in our industry in general;
·
our substantial amount of debt and the amount we must pay to service our debt obligations could place us at a competitive disadvantage
compared to our competitors that have less debt;
·
we may have increased borrowing costs;
·
our clients, surety providers or insurance carriers may react adversely to our significant debt level;
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·
we may have insufficient funds, and our debt level may also restrict us from raising the funds necessary, to retire certain of our debt
instruments tendered to us upon maturity of our debt or the occurrence of a change of control, which would constitute an event of default
under certain of our debt instruments; and
·
our failure to comply with the financial and other restrictive covenants in our debt instruments, which, among other things, require us to
maintain specified financial ratios and limit our ability to incur debt and sell assets, could result in an event of default that, if not cured or
waived, could have a material adverse effect on our business or prospects.
Our high level of indebtedness requires that we use a substantial portion of our cash flow from operations to pay principal of, and interest on, our
indebtedness, which will reduce the availability of cash to fund working capital requirements, future acquisitions, capital expenditures or other general
corporate or business activities.
In addition, a substantial portion of our indebtedness bears interest at variable rates, including borrowings under our Credit Agreement. If market
interest rates increase, debt service on our variable-rate debt will rise, which could adversely affect our cash flow, results of operations and financial
position. Although we may employ hedging strategies such that a portion of the aggregate principal amount of our term loans carries a fixed rate of
interest, any hedging arrangement put in place may not offer complete protection from this risk. Additionally, the remaining portion of borrowings under
our Credit Agreement that is not hedged will be subject to changes in interest rates.
We may be unable to generate sufficient cash flow to service all of our indebtedness and meet our other ongoing liquidity needs, and we may be
forced to take other actions to satisfy our obligations under our indebtedness, which may be unsuccessful.
Our ability to make scheduled payments or to refinance our debt obligations and to fund our planned acquisitions, capital expenditures and other
ongoing liquidity needs depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to
certain financial, business, legislative, legal, regulatory and other factors beyond our control. We cannot guarantee that our business will generate
sufficient cash flow from operations or that future borrowings will be available to us under our existing debt instruments or otherwise in an amount
sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness or to fund our other liquidity needs. We may need to
http://www.sec.gov/Archives/edgar/data/819541/000104746915007603/a2226148z424b3.htm[9/30/2015 9:13:39 AM]

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